Contract Summary Sheet Contract (PO) Number: 1407 Specification Number: 3858 Name of Contractor: SHAH ENGINEERING, INC. City Department: DEPARTMENT OF CONSTRUCTION AND PERMITS. Title of Contract: Municipal Code Review Services ‘Term of Contract: Start Date: 4/1003 End Date: 4/1006 Dollar Amount of Contract (or maximum compensation ifa Term Agreement) (DUR): $1,000,000,00 Brief Description of Work: Municipal Code Review Services Procurement Services Contact Person: EDDIE LANCE JR. ‘Vendor Number: 1000342 ‘Submission Date: may 0.1 2003, UNTITLED CAG NK PROFESSIONAL SERVICES AGREEMENT STANDARD TERMS AND CONDITIONS FOR MUNICIPAL CODE COMPLIANCE REVIEW SERVICES BETWEEN THE CITY OF CHICAGO DEPARTMENT OF CONSTRUCTION AND PERMITS AND ‘SHAH ENGINEERING, INC. RICHARD M. DALEY MAYOR (City Funds) ‘These terms and conditions are subject a change Cty of Cleage. neviaed [0207031 UNTITLED-002 PROFESSIONAL SERVICES AGREEMENT STANDARD TERMS AND CONDITIONS. ‘TABLE OF CONTENTS: PAGE ARTICLE 1. DEFINITIONS 1 11 Definitions - 1 12 Interpretation =. 12 13 Order of Precedence of Component Parts 3 ARTICLE 2. DUTIES AND RESPONSIBILITIES OF CONTRACTOR . 3 21 Scope of Services 3 22 Deliverables ... coe 4 23. Standard of Performance ..... : $ 24 Personnel . : : coe 3 25 Indemnification 7 26 — Ownership of Documents, 9 27 Copyright Ownership : a 9 28 Visual Artists Rights Act Waiver : 10 29 Records and Audits. eoeeeeenees (@) Records (b) Audits . 2.10 Confidentiality - 2.11 Assignments and Subcontracts 2.12 Limitation of Liability ARTICLE 3. TIME LIMITS FOR PERFORMANCE 3.1 Schedule for Performance : 32 Timeliness of Performance 33. Agreement Extension Option ARTICLE 4. COMPENSATION .....-.-.- : cee cess I6 4.1 Basis of Payment : : ces 42 Method of Payment . 43° Criteria for Payment... 44 Funding . o 45. Non-Appropriation .. ARTICLE 5. DISPUTES ARTICLE 6, COMPLIANCE WITH ALL LAWS, 6.1 Compliance with All Laws Generally nevised (030703) i UNTITLED-003 Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Exhibit 6 Exhibit 7 ‘Revised (020703) List of Exhibits Scope of Services Attachment A - Key Personnel ‘Attachment B - Schedule of Performance ‘Attachment C - Project Insurance Requirements, ‘Compensation end Method of Payment ‘Attachment A - Maximum Hourly Rates ‘Attachment B - City of Chicago Travel Reimbursement Guidelines ‘Attachment C - Contractor and Subcontractor Overhead Absorption Rates MBE/WBE Commitments ‘Schedules C-1 ‘Schedules D-1 Economic Disclosure Statement and Affidavit Confidentiality Agreement ‘Task Order Form Plan Compliance with Municipal Code UNTITLED-004 PROFESSIONAL SERVICES AGREEMENT ‘This Agreement is entered into as ofthe __day of by and between, an (Giate of incorporation/organization and type of legal entity) ("Contractor"), located at ‘and the City of Chicago ("City"), a municipal ‘corporation and home rule unit of local government existing under the laws ofthe State of inois, acting through its Department of Construction and Permits (“Department”). ‘The City and Contractor agree as follows: ‘TERMS AND CONDITIONS ARTICLE 1. DEFINITIONS. 1.1 Definitions The following words and phrases have the following meanings for purposes of this Agreement: “Additional Services" means those services which are within the general scope of Services of this Agreement, but beyond the description of services required under Section 2.1 and Exhibit | and all services reasonably necessary to complete the ‘Additional Services to the standards of performance required by this Agreement, ‘Any Additional Services requested by the Department require the approval of the City in a written amendment under Section 9.3 of this Agreement before Contractor is obligated to perform those Additional Services and before the City ‘becomes obligated to pay for those Additional Services. “Agreement” means this Professional Services Agreement, including all exhibits, ‘which are attached to it and incorporate in it by reference, and all amendments, ‘modifications or revisions made in accordance with its terms. "Chief Procurement Officer" means the Chief Procurement Officer of the City ‘of Chicago and any representative duly authorized in writing to act on his behalf. "Customer" means a Project owner and/or hisher design professional, evised (0207031 Ft UNTITLED-005, lS em nC rs “Executive Director" means the Executive Director of the Department of Construction and Permits, and any representative authorized in writing to act on the Executive Directors's behalf, “Project” means medium to large/complex public and/or private projects located ‘throughout the City, for which the City secks municipal code compliance review ‘and related services. “Services” or "Code Compliance Services” means, collectively, the services, duties and responsibilities described in Article 2 and Exhibit | ofthis Agreement ‘and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement. “Subcontractor” means any person or entity with whom Contractor contracts to provide any part ofthe Services, including subcontractors and subconsultants of any tier, whether or notin privity with Contractor. 1.2 Interpretation @ ) © @ © o Revised (0207031 ‘The term "include" (in all its forms) means “include, without limitation” unless the context clearly states otherwise. All references in this Agreement to Articles, Sections or Exhibits, unless ‘otherwise expressed or indicated are to the Articles, Sections or Exhibits ofthis Agreement. ‘Words importing persons include firms, associations, partnerships, trusts, ‘corporations and other legal entities, including public bodies, as well as ‘natural persons, Any headings preceding the text ofthe Articles and Sections ofthis ‘Agreement, and any table of contents or marginal notes appended to it, are solely for convenience or reference and do not constitute a part ofthis ‘Agreement, nor do they affect the meaning, construction or effect of this, ‘Agreement. ‘Words importing the singular include the plural and vice versa. Words of the masculine gender include the correlative Words ofthe feminine and neuter genders All references to a number of days mean calendar days, unless expressly indicated otherwise. UNTITLED-006 ten Set ng nt Cop re 1.3 Order of Precedence of Component Parts In the event of any conflict or inconsistency between the terms set forth in Article 1 through Article 12 of this Agreement and the terms set forth in Exhibit 1 ‘trough Exhibit 7, including the Attachments to the Exhibits, the terms and provisions contained in Article| through Article 12 ofthis Agreement wil tke precedence over the terms and provisions contained in Exhibit | through Exhibit 7 xcept tothe extent such terms and provisions are more favorable tothe City ‘Article 1 through Article 12 gover the legal relationship between the parties and Exhibit 1 and Exhibit 2 describe the Services Contractor is to perform under this ‘Agreement, set forth the Key Personnel, set forth the time limits for Contractor's performance, set forth the insurance requiremenis, and set forth the compensation for Contractor. Asa result, the City and Contractor agree that any tems or matters set fort in ether Exhibit | or Exhibit2, including the Attachments tothe Exhibits, that do not exclusively pertain to defining the Services Contractor isto perform, the Key Personnel, the time limits for Contractor's performance, the Jnsurance requirements, and the compensation schedule for Contractor are of no effect as to this Agreement and, regardless of whether or not the City approves such terms or matters, are not binding on the ity, except tothe extent that they would diminish the City’s obligations under this Agreement or increase Contractor's obligations or liabilities under this Agreement. ARTICLE 2. DUTIES AND RESPONSIBILITIES OF CONTRACTOR 21 Scope of Services ‘Contractor must perform those Services desribed in Exhibit L Scope of Services, and services of a similar nature to the Services described in Exhibit J, that are assigned to it by the City pursuant toa task order signed by the Executive Director and approved by the Chief Procurement Officer, subject othe compensation provisions of Anticle 4. Contractor must provide the Services in accordance with the standards of performance sot forth in Section 2.3, ‘Contractor understands tha it isnot an exclusive provider of the Services and the City may contract with other individuals/entities to provide similar services and seek to qualify additional individula/entties in the future, atthe Ciy's sole discretion. ‘The form of the task order will be generally as shown in Exhibit 6, but the format is subject to change by the Executive Director. The City is under no obligation to Revised (030703) 3 UNTITLED-007 22 issue any task orders. A task order is void and of no effect as tothe City: (i ifit is not for services described in Exhibit | or for services of a similar nature tothe Services described in Exhibit 1; (i) tothe extent it contains any terms or ‘conditions that conflict with, are inconsistent with, or address matters not ‘addressed in the terms and conditions ofthis Agreement; (ii) if tis not signed by ‘the Executive Director and approved by the Chief Procurement Officer; or, (iv) if itis for services for which no or insufficient funds have been appropriated. “The procedures for assigning a task oréer are outlined in Exhibit 1. Any of Contractor's costs associated with the preparation of task orders are deemed to be included in Contractor's hourly rates forthe actual Services and are not separately reimbursable under this Agreement. Contractor must not commence any Services, and the City will not be liable for any costs incurred by Contractor, without a task ‘onder signed by the Executive Director and approved by the Chief Procurement Officer for those Services. Ifany additional service to be assigned is not ofa nature similar to those Services described in Exhibit 1, Scope of Services, then this Agreement must be amended to incorporate the additional service and executed in accordance with Section 9.3 “Amendments” of the Agreement. Each of Contractor's employees and the employes of each Subcontractor who will be performing Services relating to this Agreement must attend all training sessions provided by the City and scheduled by the Executive Director, but nether Contractor nor Subcontractor are permitted to bill the City for the employees” time. Deliverables In carrying out its Services, Contractor must prepare or provide to the City various Deliverables. "Deliverables" include work product, such as designs, plans and specifications, written reviews, recommendations, reports and analyses, produced by Contractor forthe City. ‘The City may reject Deliverables that do not include relevant information or data, ‘0 do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. Ifthe City determines that ‘Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, ifit is possible to do so, within 30 days after receipt of notice from the evised (030703) 4 UNTITLED-008 ‘nt Svs rn nt on City specifying the failure, then the Ci a default of this Agreement under Section 8.1. arial or incomplete Deliverables may be accepted for review only when required fora specific and well-defined purpose for the benefit ofthe City and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this ‘Agreement, 23 Standard of Performance Contractor must perform all Services required of it under this Agreement with that degree of skill, care and diligence normally shown by a contractor performing services of a scope and purpose and magnitude comparable with the nature of the Services to be provided under this Agreement. Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care ofa fiduciary. Contractor must assure that all Services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, as required by law or applicable regulations. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its Subcontractors or ‘others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Department and delivered in a timely manner consistent with the requirements of this Agreement. 1 Contractor fils to comply withthe foregoing standards, Contractor must perform again, a its own expense all Services required to be re-performed as director indirect result ofthat failure. Any review, approval, acceptance or payment for any ofthe Services bythe City doesnot relieve Contractor a its responsibilty for the professional skill and care and technical accuracy o Services and Deliverables. This provision in no way limits the City’s rights ‘against Contractor either under this Agreement, at law or in equity 24 Personnel (a) Adequate Staffing Revised (0307031 5 UNTITLED-009 td St Agel Cin re (O) © evised (030703 Contractor must, upon receiving a fully executed copy of this Agreement, assign and maintain during the term of this Agreement and any extension oft an adequate staff of competent personnel that is fully equipped, licensed as appropriate, available as needed, qualified and assigned to perform the Services. Each Contractor and Subcontractor and each ‘employee who will perform Services must be licensed or certified, as. applicable, by the State of Minis for the Services itis to provide under this Agreement. If Contractor isa joint venture, then it and each member of the joint venture must be "firm-licensed" by the State of Ilinois for the ‘Services being provided pursuant to this Agreement (see Exhibit | for ‘Scope of Services). Contractor must include among its staff the Key Personnel identified in Exhibit 1. Contractor must provide a resume for ‘ach of the Key Personnel. Those resumes are included in Exhibit. The level of staffing may be revised from time to time by notice in writing from Contractor to the City and with written consent ofthe City, which consent the City will not withhold unreasonably. Ifthe City fails to object to the revision within 14 days after receiving the notice, then the revision will be deemed accepted by the City Key Persoune! Contractor must not reassign or replace Key Personnel without the written consent ofthe City, which consent the City will not unreasonably withhold. "Key Personne!” means those job titles and the persons assigned to those positions in accordance with the provisions of this Section 2.4(b), and set forth in Exhibit 1, Attachment 1-A.. The Department may at anytime in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or ‘more Key Personne! listed. Upon that notice Contractor must immediately suspend the services ofthe key person or persons and must replace him or her or them in accordance with the terms of this Agreement. From time to time, Contractor may request revisions to Exhibit 1; upon written approval from the Executive Director, Exhibit 1 will be considered revised as ‘memorialized in the Executive Director's approval Salaries ‘Wages Contractor and Subcontractors must pay all salaries and wages due all ‘employees performing Services under this Agreement unconditionally and atleast once a month without deduction or rebate on any account, except ‘only for those payroll deductions that are mandatory by law or are 6 UNTITLED-010 permitted under applicable law and regulations. If n the performance of this Agreement Contractor underpays any such salaries or wages, the ‘Comptroller for the City may withhold, out of payments due to Contractor, ‘an amount sufficient to pay to employees underpaid the difference between the salaries or wages required to be paid under this Agreement and the salaries or wages actually paid these employees for the total number of hours worked. The amounts withheld may be disbursed by the ‘Comptroller for and on account of Contractor to the respective employees to whom they are due. The parties acknowledge that this Section 2.4(¢) is solely forthe benefit ofthe City and that it does not grant any third party beneficiary rights 2S Indemnification (@) Contractor must defend, indemnify, keep and hold harmless the City its officers, representatives, elected and appointed officials, agents and employees from and against any and all Losses, including those related to: (@ injury, death or damage of or to any person or property; i) any infringement or violation of any property right (including any patent, trademark or copyright); (ii) Contractor's failure to perform or cause to be performed Contractor's covenants and obligations as and when required under this Agreement, including Contractor's failure to perform its ‘obligations to any Subcontractor; (iv) the City’s exercise of its rights and remedies under Section 8.2 of this Agreement; and (%) injuries to or death of any employee of Contractor or any ‘Subcontractor under any workers compensation statute. (©) "Losses" means individually and collectively, liblities of every kind, including losses, mages and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys fees and Aisbursements), claims, demands, actions, suits, proceedings, judgments or seftlements, any or all of which in any way arse out of o relate 10 Contractor's breach ofthis Agreement orto Contractor’ negligent or otherwise wrongful acs or omissions or those of its officers, agents, cemmployees, consultants, Subcontractors or licensees. nevised [0307031 7 UNTITLED-011 tnt Set Sn Co Cm rk, © @ © oO Revised {030703} Contractor's obligations to indemnify, keep, and hold harmless the City, its officers, representatives, elected and appointed officals, agents and employees from and against any and all Losses excludes that potion of Losses caused by any act, eror or omission on the part of the particular City officers), representatve(s, elected and appointed officials), agent(s) ‘or employee(s) seeking indemnification under this Section 2.5 if Contractor's indemnification would violate the provisions of the Construction Contract Indemnification for Negligence Act, 740 ILCS 35/0.01 et seg [Atte City Corporation Counsel's option, Contractor, subject to Section 2.5(6) above, 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 Contractor of any of its obligations under this Agreement. Any settlement must be made only wth the prior writen consent ofthe City Corporation Counsel, ifthe settlement requires any ation on the pat of the City To the extent permissible by law, Contractor waives any limits tothe amount ofits obligations to indemnify, defend or contribute to any sums due under any Losses, including any claim by any employee of Contractor that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et ‘eq. or any other related law or judicial decision (such as, Koreck!v Cyclops Welding Corporation, 146 Il 24 155 (1991)). The City, however, does not waive any limitations it may have on its liability under ‘the Ilnois Workers Compensation Ac, the Ilinois Pension Code, any other statute or judicial decision. ‘The indemnities in this section survive expiration or termination ofthis Agreement for matters occurring or arising during the term of this ‘Agreement or as the result of or during the Contractor's performance of Services beyond the term. Contractor acknowledges thatthe requirements set forth in this section to indemnify, keep and save harmless and defend ‘the City are apart from and not limited by Contractor's duties under this, ‘Agreement, including the insurance requirements in Exhibit | of this Agreement. UNTITLED-012 26 27 ‘Ownership of Documents All Deliverables, data, findings oF information in any form prepared, assembled or encountered by or provided to Contractor under this Agreement are property of the City, including, as further described in Section 2.7 below, all copyrights inherent in them or their preparation. During performance of its Services, Contractor is responsible for any oss or damage tothe Deliverables, data, findings or information while in Contractors or any Subcontractors possession. Any such lost or damaged Deliverables, data, findings or information must be restored at the expense of Contractor. Ifnot restorabl, Contractor must bear the cost of replacement and of any oss suffered by the City on account of the destruction, as provided in Section 2.5. Copyright Ownership Contractor and the City intend that, tothe extent permitted bylaw, the Deliverables tobe produced by Contractor at the City’s instance and expense under this Agreement are conclusively deemed "works made for hire” within the ‘meaning and purview of Section 101 ofthe United States Copyright Act, 17 USC. §101 et seq, and thatthe City wil be the sole copyright owner ofthe Deliverables and ofall aspects, elements and components of them in which copyright can subsist and of all rights to apply for copyright registration or prosecute any claim of inftingement. To the extent that any Deliverable does not qualify as a "work made for hie," Contractor hereby itrevocably grants, conve, bargain, sells, assigns, transfers and delivers to the City, its successors and assigns, allright, tile and interest in and tothe copyrights and all U.S. and foreign copyright registrations, copyright applications and copyright renewals for them, and other intangible, intellectual ‘property embodied in or pertaining othe Deliverables prepared forthe City under this Agreement, and all goodwill eating to them, fre and clear of any liens, claims or ther encumbrances, to the fllest extent permitted by law. Contractor will and wil eause all ofits Subcontractors, employees, agents and other persons within its contol to, execute all documents and perform all acts that the City may reasonably request in order to assist the City in perfecting its rights in and to the copyrights relating tothe Deliverables, a the sole expense of the City. Contractor warrants to the City, its successors and assigns, that on te date of transfer Contractors the lawfial owner of good and marketable ttle in and tothe copyrights for the Deliverables and has the legal rights to fully assign them. Contractor further warrants that it has not assigned and will not assign any copyrights and that thas not granted and will nt grant any licenses, exclusive or nonexclusive, to any other party, and that it is nota party to any other agreements Revised (0307031 9 UNTITLED-013 or subject to any other restrictions with respect to the Deliverables. Contractor ‘warrants that the Deliverables are complet, entire and comprehensive within the standard of performance under Section 2.3 ofthis Agreement and thatthe Deliverables constitute a work of original authorship. The City will not reuse the Deliverables to build other projects, without the written consent of Contractor. 28 Visual Artists Rights Act Waiver Contractor waives any and all rights, in any work of visual art that may be provided pursuant to this Agreement, that may be granted or conferred under Section 106A and Section 113 of the United States Copyright Act (17 US.C. § 101 et seq) (the "Copyright Act) 29 — Records and Audits (a) Records (Contractor must deliver or eaus to be delivered to the City all documents, including all Deliverables prepared forthe City under the terms ofthis Agreement, tothe City promply in accordance ‘with the time limits prescribed inthis Agreement, and if no time limits specified, then upon reasonable demand for them or upon termination or completion ofthe Services under this Agreement. In the event ofthe falure by Contractor to make such delivery upon demand, then and in that event, Contractor must pay tothe City any damages the City may sustain by reason of Contractor's failure Gi) Contractor must maintain any such records including Deliverables not delivered to the City or demanded by the City fora period of S ‘years after the final payment made in connection with this ‘Agreement. Contractor must not dispose of such documents following the expiration of this period without notification of and ‘written approval from the City in accordance with Article 10. (&) Audits (@ Contractor and any of Contractor's Subcontractors must furmish the Department with all information that may be requested pertaining, to the performance and cost ofthe Services. Contractor must ‘maintain records showing actual time devoted and costs incurred. ‘Contractor must keep books, documents, paper, records and evised (030703) 10 UNTITLED-014 w co) wy) w Revised [0307031 ‘accounts in connection withthe Services open to aut, inspection, ‘copying, abstracting and transcription and must make these records available to the City and any other interested governmental agency, at reasonable times during the performance of its Services. ‘To the extent that Contractor conducts any business operations separate and apart from the Services required under this Agreement ‘sing, for example, personnel, equipment, supplies or facilities also ‘used in connection with this Agreement, then Contractor must ‘maintain and make similarly available to the City detailed records ‘supporting Contractor's allocation fo this Agreement ofthe costs ‘and expenses attributable to any such shared usages. Contractor must maintain its books, records, documents and other ‘evidence and adopt accounting procedures and practices sufficient 1 reflect properly all costs of whatever nature claimed to have ‘been incurred and anticipated to be incurred for or in connection ‘with the performance of this Agreement. This system of ‘accounting must be in accordance with generally accepted accounting principles and practices, consistently applied throughout. [No provision in tis Agreement granting the Cty aright of access to records and documents is intended to impair, limit or affect any right of access to such records and documents which the City ‘would have had in the absence of such provisions. ‘The City may in its sole discretion audit the records of Contractor or its Subcontractors, or both at any ime during the term ofthis ‘Agreement or within five years after the Agreement ends, in Connection wth the goods, work, or services provided under this ‘Agreement. Each calendar yer or partial calendar year is considered an “audited period.” If, asa result of such an audit itis ‘determined that Contractor or any of is Subcontractors has ‘overcharged the City in the audited period, the City will notify Contractor. Contractor must then promptly reimburse the City for ‘any amounts the City has paid Contractor due tothe overcharges and also some oll of the cost ofthe audit, as follows: ‘A, Ifthe audit has revealed overcharges tothe City representing less than 5% of the total value, based on the Agreement prices, of the goods, work, or services provided n UNTITLED-015, in the audited period, then the Contractor must reimburse the City for 50% of the cost ofthe audit and 50% of the cost of each subsequent audit thatthe City conducts; B. however, the audit has revealed overcharges tothe City representing 5% or more ofthe total value, based on the ‘Agreement prices, ofthe goods, work, or services provided inthe audited period, then Contractor must reimburse the City forthe full cost of the audit and of each subsequent audit, Failure of Contractor to reimburse the City in accordance with Section A or B is an event of default under this Agreement, and Contractor will be liable for all ofthe City's costs of collection, including any court costs and attorneys’ fees. 210 Confidentiality @ () neviaed [020703 All documents (“Documents”), inciuding plans, minutes of meetings, review comments, drawings, data and materials (eg., correction sheets, Municipal Code of Chicago information and specifications), prepared, assembled or encountered by or provided to Contractor or its Subcontractors under this Agreement are property of the City or of permit applicants and are confidential, except as specifically authorized inthis ‘Agreement or as may be required by law. Contractor must not allow the Documents to be made available (o any individual or organization, other than the Key Personnel Listed in Exhibit | and those individuals expressly ‘authorized in writing by the Executive Director, without the writen consent ofthe City. Ifthe Executive Director determines that any of Contractor's Subcontractors has a conflict of interest regarding a particular Project assigned to Contractor pursuant toa task order, Contractor must not allow any Documents to be disclosed to that (those) Subcontractors). Further, all Documents and other information provided to Contractor or its ‘Subcontractors by the City or permit applicants are confidential and must not be made available to any other individual or organization without the written consent of the City. Contractor must implement such measures a5 may be necessary to ensure that its staff and its Subcontractors are bound by the confidentiality provisions contained in this Agreement Contractor must not issue any publicity news releases or grant press interviews, and except as may be required by law during or after the performance of this Agreement, disseminate any information regarding its 2 UNTITLED-016 ‘Services or the Project to which the Services pertain without the prior written consent of the Executive Director. (©) _ If Contractor is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any records, data or documents which may be in Contractor's possession by reason of this Agreement, Contractor must immediately give notice to the Executive Director and the Corporation Counse forthe City with the understanding tat the City will ave the opportunity to contest sch process by any means available toi before the records or document re Submited toa court or othe third party. Contractor, however, i not obligate to withhold the delivery beyond the time ordered by the court or administrative ageney nles the subpar or request is quashed or the time to produce is otherwise extended (@ Contractor must maintain the security at all times of any Documents that it is reviewing pursuant to this Agreement. At a minimum, Contractor must censure that only personnel authorized by this Agreement have access to areas in which Contractor stores and reviews those Documents. Contractor must lock all of those Documents in a limited access storage room. The storage room must be protected by a burglar alarm system, ‘motion detector, smoke detectors and a sprinkler system. (©) Contractor must obtain an executed "Confidentiality Agreement,” in the form attached to this Agreement as Exhibit 5, ftom each individual assigned to a Project pursuant to this Agreement, 241 Assignments and Subcontracts Contractor must not assign, delegate or otherwise transfer ll or any part of its rights or obligations under this Agreement or any pat of it, unless otherwise provided for inthis Agreement or without the express written consent ofthe Chief Procurement Officer andthe Department. The absence of such a provision or writen consent voids te attempted assignment, delegation or transfer and is of no effect as tothe Services or this Agreement. No approvals given by the Chief Procurement Officer operat to relieve Contractor of any of its obligations or liabilities under this Agreement All subcontracts and all approvals of Subcontractors are, regardless of ther form, ‘considered conditioned upon performance by the Subcontractor in accordance ‘with the terms and conditions ofthis Agreement. If any Subcontractor fils to ‘observe or perform the terms and conditions of this Agreement to the satisfaction evised (030703 13 UNTITLED-017 ofthe Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance ofthis Agreement by Contractor personally or through any other City-approved Subcontractor. Any approval forthe use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor of any of its ‘obligations or liabilities under this Agreement Contractor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Chief Procurement Officer or Department a copy of its agreement. All subcontracts must contain provisions that require the Services be performed in strict accordance wit the requirements of this Agreement, provide thatthe Subcontractors are subject to all the terms of this Agreement and are subject to the approval ofthe Department and the Chief Procurement Officer. If the agreements do not prejudice any of the City's rights under this Agreement, ‘such agreements may contain different provisions than are provided in this Agreement with respect to extensions of schedule, time of completion, payments, ‘guarantees and matters not affecting the quality ofthe Services. ‘Contractor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the Chief Procurement Officer. The attempted transferor assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor under this Agreement, without such prior written approval, has no effect upon the City. Under the Municipal Code of Chicago, ch. 2-92, Section 2-92-245, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as ifthe City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor ‘of any of its obligations or liabilities under this Agreement. This section is solely for the benefit ofthe City and does not grant any third party beneficiary rights. 2.12 Limitation of Liability (a) Except as provided under Section 2.12 (b)below, Contractor's liability for any and al claims brought against it by the City, individually rin the ‘aggregate, arising out of or relating to this Agreement, whether sounding in contract, warranty, tort, strict liability or any other cause of action, is limited to $2.0 million or the aggregate amount of fees paid orto be paid tnder this Agreement, whichever amount is greater. evised (030703) “4 UNTITLED-018 (©) The following claims are excluded from the liability limitation ofthis section, and any losses, liability or damages from such claims do not ‘operate to diminish Contractor's liability for claims that would be subject ‘to the above limitation: (any losses, liability or damages resulting from Contractor's fraud, criminal acts, intentional misconduct, bad faith or willful and ‘wanton misconduct; Gi) any third-party claims under Section 2.5 ofthis Agreement. ARTICLE 3. TIME LIMITS FOR PERFORMANCE 31 Schedule for Performance ‘This Agreement takes effect as ofthe date in the preamble ("Effective Date") and continues for 36 months from the Effective Date, or until the Agreement is terminated in accordance with its terms, whichever occurs first. Contractor must complete all Services assigned to it by a task order, in accordance with Section 2.1, tothe satisfaction of the City no later than as specified in the task order. If this Agreement is not extended, then no new task orders will be assigned 10 Contractor beginning 12 months from the Effective Date. 3.2 Timeliness of Performance (2) Contractor must perform the Services as expeditiously as is consistent ‘with professional skill and care and must provide the Services and Deliverables within the schedule required under Exhibit | ofthis Agreement. Further, Contractor acknowledges that TIME IS OF ‘THE ESSENCE and that the failure of Contractor to comply with time limits described in this Section 3.2 may resalt in economic or other losses to the City. (©) Neither Contractor nor Contractor’ agents, employees or Subcontractors ‘are entitled to any damages from the City, nor is any paty entitled to be reimbursed bythe City for damages, charges or other losses or expenses incurred by Contractor by eason of delays or hindrances in the performance ofthe Services, whether or not eased by the City. Revised (0307031 1s UNTITLED-019 St on ng nt Cop ee it 33 ARTICLE 4. 4a Agreement Extension Option ‘The Chief Procurement Officer may at any time before thie Agreement expires lect to extend this Agreement for up to 2 additional one-year periods under the same tems and conditions as this original Agreement, except as provided ‘otherwise in this Agreement, by notice in writing to Contractor. ‘COMPENSATION Basis of Payment ‘The City will compensate Contractor according to the Schedule of Compensation contained in Exhibit2 ofthis Agreement for the satisfactory completion of the Services. ‘Notwithstanding anything in the Schedule of Compensation set forth in Exhibit 2 to the contrary, Contractor's compensation under this Agreement is limited to those amounts allowable and allocable to this Agreement under 48 C.F.R. Part 31, ‘Subpart 31.6 (the Federal Acquisition Regulation), OMB Circular A-87 (incorporated by reference into 48 C.F.R. Part 31, Subpart 31.6), and the cost principles set forth in 48 C.F.R. Part 31, Subpart 31.2, but only to the extent that the cost principles in Subpart 31.2 do not conflict with the terms of 48 CER, Part 31, Subpart 31.6 and OMB Circular A-87. To the extent that an audit reveals that, Contractor has received payment in excess of such amounts, the City may offset such excess payments against any future payments due to Contractor and, if no future payments are due or if future payments are less than such excess, Contractor must promptly refund the amount of the excess payments tothe City. ‘Method of Payment Contractor must submit monthly invoices to the Cty for labor and other direct and indirect costs as billed, as outlined in the Schedule of Compensation in Exhibit 2. ‘The invoices must be signed, dated, reference the City contract number and name, and must be in such other detail asthe City requests. If Contractor has more than ‘one agreement with the City, Contractor must prepare and submit separate invoices for each agreement. Contractor must not submit invoices for les than '$500 unless a particular invoice is for last payment related to closeout ofthe Services evised (030703) 16 UNTITLED-020 ata Set ema kd ot Cn ee rs 43 ‘The City will process payment within 60 days after receipt of invoices and all supporting documentation necessary forthe City to verify the Services provided under this Agreement, Criteria for Payment ‘The reasonableness, allocability, and allowability of any costs and expenses. ‘charged by Contractor under this Agreement will be determined by the Chief Procurement Officer and the Executive Director in their sole discretion. In the event ofa dispute between Contractor and the City as to whether an particular charge will be paid, or as to whether the amount of such charge is reasonable, allocable to the Services, or allowable, Contractor must, and the Department may, jointly or individually, refer such dispute to the Chief Procurement Officer for resolution in accordance with the Disputes section of this ‘Agreement, The City will not withhold payment for undisputed sums on such invoice while a dispute is being resolved. All invoice disputes will be handled as described in Seetion B.3 of Exhibit 2. Funding ‘The source of funds for payments under ths Agreement is the Fund Number set forth in Exhibit2. Payments under this Agreement wil not be made or due to Contractor in excess of the dollar amount set forth in Exhibit 2 without ¢ written amendment in accordance with Section 9.3. Non-Appropriation If no funds or insufficient funds are appropriated and budgeted in any fiscal period of the City for payments to be made under this Agreement, then the City will notify Contractor in writing of that occurrence, and this Agreement will terminate ‘on the earlier of the last day of the fiscal period for which sufficient appropriation ‘was made or whenever the funds appropriated for payment under this Agreement are exhausted. Payments for Services completed to the date of notification will be ‘made to Contractor except that no payments will be made or due to Contractor ‘under this Agreement beyond those amounts appropriated and budgoted by the City to fund payments under this Agreement. Revised (0307031 ” UNTITLED-021 ARTICLE 5. DISPUTES Except as otherwise provided in this Agreement, Contractor must and the Executive Director may bring any dispute concerning a question of fact arising under this Agreement which is not disposed of to the Chief Procurement Officer for decision based ‘upon written submissions ofthe parties. (A copy of the "Regulations of the Department ‘of Procurement Services for Resolution of Disputes between Contractors andthe City of Chicago" is available in City Hall, 121 N. LaSalle Street, Room 301, Bid and Bond Room.) The Chief Procurement Officer will reduce his decision to writing and mail or ‘otherwise fumish a copy of it to Contractor. The ‘ofthe Chief Procurement Officer is final and binding. If Contractor does not agree with the decision ofthe Chief Procurement Officer, the sole and exclusive remedy is judicial review by a common law writ of certiorari ARTICLE 6. COMPLIANCE WITH ALL LAWS. 6.1 Compliance with All Laws Generally (@) Contractor must observe and comply wth all applicable federal, sate, ‘county and municipal law, stattes, ordinances and executive orders, in effect now or later and whether or not they appear in tis Agreement, including those set forth inthis Article 6, and Contractor must pay all taxes and obtain all licenses, certificates and other authorizations required bby them. Contractor must require all Subcontractors todo 80, also. ‘Contractor must have filed, within 1 year prior tothe Effective Dat, an ‘executed Economic Disclosure Statement and Affidavit (‘Disclosure Affidavit) in the form incorporated into this Agreement as Exhibit 4, ‘Notwithstanding acceptance by the City ofthe Disclosure Afidavit, failure ‘of the Disclosure A idavit to include all information required unde the “Manipal Code renders this Agreement voidable at the option ofthe City, (©). Notwithstanding anything in this Agreement to the contrary, references to statute or law are considered to be a reference to (i the statute or law as it may be amended from time to time; (i) all regulations and rules pertaining to or promulgated pursuant to the statute or law; and (ii) all future statutes, laws, regulations, rules and executive orders pertaining to the same or similar subject matter. Revised (0307031 18 UNTITLED-022 Peta Se Aa en at aa ree 62 Nondiscrimination @ evived (0307031 Contractor In performing its Services under this Agreement, Contractor must comply ‘with applicable laws prohibiting discrimination against individuals and groups. (i) Federal Requirements In performing its Services under this Agreement, Contractor must not engage in unlawful employment practices, such as) filing or reftsing to hire or discharging any individual or otherwise ‘iseiminating against any individual with respect to compensation ‘or the terms, conditions, or privileges ofthe individual employment, because ofthe individual's race, color, religion, sex, age, handicap/disability or national origin; or (2) limiting, segregating or classifying Contractor's employees or applicants for ‘employment in any way that would deprive or tend to deprive any individual of employment opportunities or otherwise adversely affect the individual's satus as an employee, because ofthe individual's race, color, religion, sex, age, handicap/disability or national origin. ‘Contractor must comply with, and the procedures Contractor utilizes and the Services Contractor provides under this Agreement rust comply with, the Civil Rights Act of 1964, 42 US.C. sec. 2000 et seq, (1981), as amended and the Civil Rights Act of 1991, PLL. 102-166. Attention is called to: Exec. Order No. 11246, 30, Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. 2000¢ note, as amended by Exec. Order No. 11375, 32 Fed. Reg. 14,303 (1967) and by Exec. Order No. 12086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-6106 (1981); Age Discrimination in Employment Act, 29 U.S.C. §§621-34; Rehabilitation Act of 1973, 29 USC. §§ 793-794 (1981); ‘Americans with Disabilit ‘CER. Part 60 et seq. (1990); Drug Abuse Office and Treatment ‘Act of 1972, PL. 92-255, as amended; and Comprehensive Alcohol Abuse and Alcoholism Prevention Act of 1970, PL. 91- (616, as amended; and all other applicable federal statutes, regulations and other laws. UNTITLED-023 ‘SiN eg eC Sr Gi) State Requirements ‘Contractor must comply with, and the procedures Contractor utilizes and the Services Contractor provides under this Agreement ‘must comply with, the Ilinois Human Rights Act, 775 ILCS $/1- 101 et seq. (1990), as amended and any rules and regulations promulgated in accordance with it, including the Equal Employment Opportunity Clause, 44 Il. Admin. Code § 750 ‘Appendix A. Furthermore, Contractor must comply with the Public Works Employment Discrimination Act, 775 ILCS 10/0.01 ‘et seq. (1990), as amended; and all other applicable state statues, regulations and other laws. Gil) City Requirements Contractor must comply with, and the procedures Contractor utilizes and the Services Contractor provides under this Agreement ‘must comply with, the Chicago Human Rights Ordinance, ch. 2- 160, Section 2-160-010 et seq. of the Municipal Code of Chicago (1990), as amended, and all other applicable City ordinances and rules. Further, Contractor must furnish and must cause each ofits ‘Subcontractors to furnish such reports and information as. requested by the Chicago Commission on Human Relations. (©) Subcontractors ‘Contractor must incorporate this Section 6.2 by reference in all agreements centered into with Subcontractors and labor organizations that furnish skilled, unskilled and craft union skilled labor, or any other services in ‘connection with this Agreement. 63 Compliance with the Americans with Disabilities Act and Other Laws Concerning Accessibility Contractor covenants that all designs, plans and drawings produced or utilized under this Agreement will address and comply with al federal, state and local laws and regulations regarding accessibility standards for persons with disabilities or environmentally limited persons including the following: the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. and the Americans Disabilities Act Accessibility Guidelines for Buildings and Facilities (CADAAG") the Architectural Barriers Act, Pub. L, 90-480 (1968), and the Uniform Federal Accessibility Standards ("UFAS"); andthe Hinois Revised (030703) 20 UNTITLED-024 64 65 Environmental Barriers Act, 410 ILCS 25/1 et seq., and all regulations ‘promulgated thereunder, see Iinois Administrative Code, Title 71, Chapter 1, Section 400.110, Ifthe above standards are inconsistent, Contractor must assure that its designs, plans, and drawings comply with the standard providing the greatest accessibility. Also, Contractor must, prior to construction, review the plans and specifications to insure compliance with these standards. If Contractor fails to comply with the foregoing standards, the City may, without limiting any of its remedies set forth in Section 8.2 or otherwise available at Inw, in equity or by ‘statute, require Contractor to perform again, at no expense, all Services required to be reperformed as a director indirect result of such failure. Inspector General Itis the duty of any bidder, proposer or Contractor, all Subcontractors, every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners and employees of any bidder, proposer, Contractor, Subcontractor or such applicant to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the “Municipal Code of Chicago. Contractor understands and will abide by all provisions of Chapter 2-56 of the Municipal Code of Chicago. All subcontracts ‘must inform Subcontractors ofthe provision and require understanding and compliance with it. Business Relationships with Elected Officials Pursuant to Section 2-156-030(b) ofthe Municipal Code of the City of Chicago, it isillegal for any elected official ofthe City, or any person acting atthe direction of such official, to contac, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected official has a business relationship, orto participate in any discussion in any City Council committee hearing or in any City Couneil meeting or to vote on aay matter involving the person with whom an elected offical has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Agreement is grounds for termination of this Agreement. The term business relationship is defined as st forth in Section 2-156-080 of the Municipal Code of Chicago. Seotion 2-156-080 defines a "business relationship" as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, witha person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not Revised (0207031 a UNTITLED-025 ait re Ap tl Cin i ra 66 @ ©) © ‘include: (i) any ownership through purchase at fair market value or inheritance of less than one percent ofthe share ofa corporation, or any corporate subsidiary, Parent or affiliate thereof, regardless of the value of or dividends on such shares, if such shares are registred on a securities exchange pursuant tothe Securities Exchange Act of 1934, as amended; i) the authorized compensation pai to an ‘official or employee for his office or employment; (i) any economic benefit provided equally to all residents of the City; (iv) 8 time or demand deposit in 2 financial institution; or (v) an endowment or insurance policy or annuity contract ‘purchased from an insurance company. A "contractual or other private business dealing” shall not include any employment relationship ofan official's spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the City (Chicago "Living Wage" Ordinance Section 292-610 ofthe Municipal Code of Chicago provides fora living wage for certain categories of workers employed in the performance of City contracts, specifically non-City employed security guards, parking attendants, day laborers, home and health care workers, cashiers, elevator operators, custodial workers and clerical workers ("Covered Employees"). Accordingly, pursuant to Section 2-92-610 and regulations promulgated under it: ( _IfContractor has 25 or more full-time employees, and (ii) tat any time daring the performance ofthis Agreement, Contractor andor any Subcontractor or anyother entity that provides any portion of the Services (collectively "Performing Parties") uses 25 or more full-time security guards, o any number of other fll-sime Covered Employees, then (ii) Contractor must pay its Covered Employees, and must assure that all other Performing Parties pay their Covered Employees, not less than the minimum hourly rate as determined in accordance with this provision (the "Base Wage’) forall Services performed under this Agreement, ‘Contractor's obligation to pay, and to assure payment of, the Base Wage will ‘begin at any time during the term of this Agreement when the conditions set forth in (aX) and (ai) above are met, and will continue until the end of the term of this Agreement Prior to January 1, 2003, the Base Wage is $7.60 per hour, beginning January 1, 2003, the Base Wage is $9.05 per hour. As of July 1, 2003, and each July 1 thereafter, the Base Wage will be adjusted, using the most recent federal poverty evived (030703) na UNTITLED-026 tn Sr Ae gs ot oa ena o © 67 ARTICLE 7. 1A ‘guidelines fora family of four as published annually by the U.S. Department of ‘Health and Human Services, to constitute the following: the poverty guidelines for a family of four divided by 2000 hours or the current base wage, whichever is ‘higher. At all times during the term of this Agreement, Contractor and all other Performing Parties must pay the Base Wage (as adjusted in accordance with the above). If the payment of prevailing wages is required for Services done under this Agreement, and the prevailing wages for Covered Employees are higher than the Base Wage, then Contractor and all other Performing Parties must pay the prevailing wage rates. Contractor must include provisions in ll subcontracts requiring its Subcontractors to pay the Base Wage to Covered Employees. Contractor agrees to provide the City with documentation acceptable tothe Chief Procurement Officer demonstrating that all Covered Employees, whether employed by Contractor or by 1 Subcontractor, have been paid the Base Wage, upon the City’s request for such documentation. “The City may independently audit Contractor and/or Subcontractors to verify compliance with ths Section. Failure to comply withthe requirements ofthis section wil bean event of default under this Agreement, and further, failure to comply may result in ineligibility for any award ofa contractor subcontract fr upto 3 yeas. Not-for-Profit Corporations: If Contractor isa corporation having federal tax- exempt status under Section 501(c)(3) ofthe Internal Revenue Code and recognized under Illinois not-for-profit law, then the provisions of Section (a) through (d) above do not apply. Deemed Inclusion Provisions required by law, ordinances, rules, regulations, or executive orders to be inserted in this Agreement are deemed inserted in this Agreement whether or ‘not they appear in this Agreement or, upon application by either party, this Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after this Agreement is signed prevent its enforcement. SPECIAL CONDITIONS ‘Warranties and Representations In connection with signing and carrying out this Agreement, Contractor: Revised (0307031 B UNTITLED-027 @ ©) © @ © c) ® Revised (0307031 ‘warrants that Contractor is appropriately licensed under Tinois law to perform the Seivices required under this Agreement and will perform no Services for which a professional license is required by law and for which Contractor is not appropriately licensed; ‘warrants itis financially solvent; it and each of ts employees, agents and ‘Subcontractors are competent to perform the Services required under this ‘Agreement; and Contractor is legally authorized to execute and perform or ‘cause to be performed this Agreement under the terms and conditions stated in this Agreement, ‘Warrants that it will not knowingly use the services of any ineligible ‘contractor or Subcontractor for any purpose inthe performance of ts Services under this Agreement; ‘warrants that Contractor isnot in default at the time this Agreement is signed, and has not been deemed by the Chief Procurement Officer to have, within 5 years immediately preceding the date ofthis Agreement, ‘been found to be in default on any contract awarded by the City of ‘Chicago, and has obtained warranties from its Subcontractors substantially similar in form and substance; represents that it has carefully examined and analyzed the provisions and requirements of this Agreement; it understands the nature ofthe Services required; from its own analysis it has satisfied itself as to the nature of all things needed for the performance of this Agreement; this Agreement is feasible of performance in accordance with all ofits provisions and requirements, and Contractor warrants it ean and will perform, or cause to be performed, the Services in accordance with the provisions and requirements ofthis Agreement; represents that Contractor and, to the best of its knowledge, its Subcontractors are not in violation of the provisions of Section 2-92-320 ‘of Chapter 2-92 of the Municipal Code of Chicago, and in connection with it, and additionally in connection with the Ilinois Criminal Code, 720 TLCS 5/33E as amended, and the Minois Municipal Code, 65 ILCS 5/11- 421-1; and acknowledges that any certification, affidavit or acknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination under Sections 8.1 and 8.3 of this Agreement UNTITLED-028 72 Ethics (@) In addition to the foregoing warranties and representations, Contractor warrants: (no officer, agent or employee of the City is employed by Contractor or has a financial interest directly or indirectly inthis ‘Agreement or the compensation to be paid under this Agreement except as may be permitted in writing by the Board of Ethies established under the Municipal Code of Chicago (Chapter 2-156). Gi) no payment, gratuity or offer of employment will be made in ‘connection with this Agreement by or on behalf of any ‘Subcontractors tothe prime Contractor or higher tier ‘Subcontractors or anyone associated with them, as an inducement for the award of a subcontractor order. (b) Contractor further acknowledges that any Agreement entered into, ‘negotiated or performed in violation of any of the provisions of Chapter 2- 156 is voidable as to the City. 73 Joint and Several Liability If Contractor, or its successors or assign, if any, is comprised of more than one individual or other legal entity (or a combination of them), then under this ‘Agreement, each and without limitation every obligation or undertaking inthis Agreement to be fulfilled or performed by Contractor is the joint and several obligation or undertaking of each such individual or other legal entity. 74 Business Documents At the request ofthe City, Contractor must provide copies ofits latest articles of incorporation, by-laws and resolutions, or partnership or joint venture agreement, as applicable. 7S Conflicts of Interest (@) _Nomember of the governing body of the City or other unit of government and no other officer, employee or agent ofthe City or other unit of {government who exercises any functions or responsibilities in connection ‘with the Services to which this Agreement pertains is permitted to have ‘any personal interest, director indirect, in this Agreement, No member of evised (0307031 25 UNTITLED-029 St he aed ns mp eo, ‘or delegate to the Congress of the United States or the Tinois General Assembly and no alderman of the City or City employee is allowed to be admitted to any share or part ofthis ‘Agreement orto any financial benefit to arise from it. (O) © hevined [0307031 Contractor covenants that it, and to the best of its knowledge, its Subcontractors if any (collectively, "Contracting Parties"), presently have no direct or indirect interest and will not acquire any interest, direct or indirect, in any project or contract that would conflict in any manner or ‘degree with the performance of its Services under this Agreement. Contractor must disclose tothe City its and any ofits Subcontractors’ past and current business arrangements or relationships, whether written or oral ‘and whether executed or in the process of negotiation or discussion, with any individual or entity having an interest in a Project that isthe subject of ‘task order assigned, or proposed to be assigned, 1o Contractor pursuant to ‘this Agreement, Contractor and its Subcontractors must also disclose any ‘such individual or entity with whom they anticipate having an arrangement ‘or business relationship within the reasonably foreseeable future. Contractor and its Subcontractors must provide the City with such detailed information relating to any such arrangements as the City may reasonably request to enable the City to determine whether an actual or potential conflict of interest exists or may arise. Contractor is not permitted to perform any Services forthe City on task ‘orders, applications or other documents submitted to the City by any of Contractor's or any of its Subcontractors’) past clients, ifthe Services relate to a Project that is the subject ofa task order for which Contractor or any of its Subcontractors developed, caused to be developed, or began to develop designs, plans, documents, cost proposals, or other work on behalf ‘of that past client; (i) present clients; or (ii) anticipated future clients, as described above. Contractor must ensure that it, its officers, directors and employees, and the officers, directors and employees of each of its members if a joint ‘venture, and any Subcontractor have no interest and will acquire no interest, direct or indirect, in any Project that would conflict in any manner ‘degree with the performance of the Services. Contractor must further censure that in the performance of the Services no person having’any such interest will be employed. If the Executive Director in his reasonable judgment determines that any of Contractor's services (or those ofits Subcontractors) for others would conflict with the Services Contractor is to provide pursuant to any given task order, Contractor must either 26 UNTITLED-030 terminate such other services immediately upon request ofthe City or ‘Contractor would not be assigned the task order (or, if previously assigned it, Contractor's participation in the task order or that of its affected Subcontractors would be terminated, upon the recommendation of the ‘Executive Director in the sole disereton of the Chief Procurement Officer.) [Neither Contractor nor any person nor entity affiliated with it wil, during, ‘or after the term of this Agreement, participate in any Project, or any portion of any Project, the code compliance of which Contractor or they participated in reviewing under this Agreement. (® Without limiting the foregoing, ithe Contracting Parties asit the City in determining the advisability or feasibility of a Projector in recommending, researching, preparing, drafting or issuing a request for proposals or bid specifications fora Project, the Contracting Parties must not participate, directly or indirectly, asa prime, subcontractor or joint venturer in that Projecto in the preparation of «proposal or bid for that Project during the term ofthis Agreement or afterwards. The Contracting Parties may, however, assist the City in reviewing the proposals or bids forthe Project iffnone ofthe Contracting Parties have a relationship with the persons or entities that submitted the proposals or bids for that Project. (©) Contractor further covenants tha, inthe performance ofthis Agreement, no person having any conflicting interest will be assigned to perform any Services or have acess to any confidential information, as defined in Section 2.10 of tis Agreement. I the City, by the Executive Director in his reasonable judgment, determines that any of Contractors Services for others confit withthe Services Contractor i to render forthe City under this Agreement, Contractor must terminate such other services immediately upon request of the City 7.6 Non-Liability of Public Officials Contractor and any assignee or Subcontractor of Contractor must not charge any official, employee or agent ofthe City personally with any liability or expenses of {defense or hold any official, employee or agent of the City personally liable to them under any term or provision ofthis Agreement or because of the Citys execution, attempted execution or any breach of this Agreement Revised (030703) a UNTITLED-031 tind teva ant al oman ee as ARTICLE 8. EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSION AND RIGHT TO OFFSET 8.1 Events of Default Defined ‘The following constitute events of default: (®) Any material misrepresentation, whether negligent or willful and whether in the inducement or in the performance, made by Contractor to the City (©) Contractor's material failure to perform any ofits obligations under this Agreement including the following: @ i) Gi) wy) (o} w Revised (030703) Failure due to a reason or circumstances within Contractor’ reasonable control to perform the Services with sufficient personnel and equipment or with sufficient material to ensure the performance of the Services; Failure to perform the Services in a manner reasonably satisfactory 1 the Executive Director or the Chief Procurement Officer or inability to perform the Services satisfactorily as a result of insolvency, filing for bankruptey or assignment forthe benefit of creditors; Failure to promptly re-perform within a reasonable time Services ‘that were rejected as erroneous or unsatisfactory, Discontinuance ofthe Services for reasons within Contractor's reasonable control; and Failure to comply with any other material term of this Agreement, including the provisions concerning insurance and nondiscrimination, Failure to complete Services assigned to Contractor within the time limits specified in the applicable task order, unless the failure to timely complete the Services is due to reasons outside Contractor's reasonable control, and only if Contractor advised the Executive Director in writing within 48 hours following the beginning of the event claimed to excuse performance. UNTITLED-032 (©) Any change in ownership or control of Contractor without the prior written approval ofthe Chief Procurement Officer, which approval the Chief Procurement Officer will not unreasonably withhold. @ Contractor's default under any other agreement it may presently have or ‘may enter into with the City during the life of this Agreement. Contractor acknowledges and agrees that in the event ofa default under this ‘Agreement the City may also declare a default under any such other agreements. (©) Failure to comply with Section 6.1 in the performance of the Agreement, (9 Contractor's repeated or continued violations of City ordinances unrelated to performance under the Agreement that in the opinion of the Chiet Procurement Officer indicate willful or reckless disregard for City laws and regulations 82 Remedies ‘The occurrence of any event of default permits the City, atthe City's sole option, to declare Contractor in default, The Chief Procurement Officer may in his sole discretion give Contractor an opportunity to cure the default within a certain period of time, which period of time must not exceed 30 days, unless extended by the Chief Procurement Officer. Whether to declare Contractor in default is within the sole discretion ofthe Chief Procurement Officer and neither that decision nor the factual basis for i is subject to review or challenge under the Disputes, provision of this Agreement. ‘The Chief Procurement Officer will give Contractor written notice of the default, either in the form of a cure notice ("Cure Notice”), of, if no opportunity to cure willbe granted, a default notice ("Default Notice”). Ifthe Chief Procurement Officer gives a Default Notice, he will also indicate any present intent he may hhave to terminate this Agreement, and the decision to terminate (but not the