Contract Su Sheet Contract (PO) Number: 34921 Specification Number: 135025 Name of Contractor: UNITED ROAD TOWING INC City Department: DEPT OF STREETS & SANITATION ritre of contract: KiSLi+Êffkff"HtNAGEMENr, Boor RELEASE, rowING Term of Contract: Start l)ate: 6/l/2016 End Date: 5/31/2021 Dollar Amount of Contract (or maximum compensation if a Term Agreement) (DUR): $60,000,000.00 Brief Description of Work: IMPOUND FACILITY MANAGEMENT, BOOT RELEASE, TOWING AND RELATED SERVICES Procurement Services Contract Area: PRO SERV CONSULTING $250,000orABOVE Please refer to the DPS websilefor Contact information under "Doing Business lVith The Cily". Vendor Number: 50096365 Submission Date: May 16, 2016 Specification No. 135025 Contract (P.O.) No. 34921 Vendor No. 50096365-A City-Funded PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CHICAGO DEPARTMENT OF STREETS AND SANITATION AND UN TED ROAD TOW NG, tNC. IMPOUND FACILITY MANAGEMENT, BOOT RELEASE, TOWING AND RELATED SERVICES RAHM EMANUET MAYOR JAMIE L. RHEE CHIEF PROCUREMENT OFFICER lmpound FacÌl¡ty Msnogement, Boot Releose, Towing ond Reloted Services Deportment of Streets ønd Son¡tot¡on, Spec¡f¡cot¡on Number 735025 Table of Contents ARTICTE 2. 1 INCORPORATION OF EXHIBITS: 3.1.2. 3.1.3. 3.1.4. 3.1.5. lnterpretation of Contract SubcontractingandAssignment 3 4 Contract Governance Confidentiality 5 7 8 3.1.7. 3.1.8. Non-Liability of Public Officials 9 . ContractExtensionOption........ CompensationProvisions. 3,2. 3.2.L. 3.2.2. 3.2.3. 9 9 Ordering, lnvoices, and Payment Subcontractor Payment Prompt Payment to Subcontractors 3.2.4. General Price Reduction - Automatic Eligibility for General Price Reductions .............. 3.3. Compliance W¡th All laws........... 3.3.1. 3.3.2. 3.3.3. 3.3.4. 3.3.5. 3.3.6. 3.3.7. 3.3.8. 3.3.9. 3.3.10. Reports........ t2 13 t4 t4 t4 General Federal Affirmative Action Civil Rights Act of 1964, Title Vl, Compliance With Nondiscrimination Requirements................... L4 OtherNon-DiscriminationRequirements Wages Economic Disclosure Statement and Affidavit and Appendix A ("EDS") Restrictions on Business Dealings Debts Owed to the City; Anti-Scofflaw, MCC Sect. 2-92-380...... Other City Ordinances and Policies. Compliance with Environmental Laws and Related Matters 3.4. Contract Disputes 3.4.1. Procedure for Bringing Disputes to the Department.......... 3.4.2. Procedure for Bringing D¡sputes before the CPO 3.5. Events of Default and Termination............. Events of Default Cure or Default Notice 3.5.3. Remedies 16 18 20 2L 22 23 25 27 27 28 28 3.5.1. 3-5.2. 3.5.4. 9 .........1t 28 29 29 30 30 30 30 30 Department of Aviation Standard Requirements Emergency Management and Communications (OEMC) Security Requirements.......................... 34 36 ChicagoPoliceDepartmentSecurityRequirements............... Non-ExclusivityofRemedies 3.5.5. City Reservation of Rights 3.5.6. EarlyTermination,............. 3.6. Department-specificRequirements................. 3.6.1. 3.6.2. 3.6.3. 3.6.4. ARTICLE 4.1. 4.2. 4.3. 4.4. 4.5. 4. Department of Water Management ("DOWM") Security Requirements TERMS FOR PROFESSIONAT SERVICES ProvidingServices Standard of Performance Deliverables AdditionalServices....... TimelinessofPerformance................ - SINGTE PROJECT...... 36 39 39 39 39 40 40 lmpound Focil¡ty Manogement, Boot Releose, Towing and Reloted Services Deportment of Streets ond Sonitotion, Specificotion Number 735025 4.7.1. Adequate Staffing 4.7.2. Key Personnel 4.7.3. Salaries and Wages 4.8. OwnershipofDocuments................ 4.9. CopyrightOwnershipandotherlntellectual 4.9.2. 4,t1, 4.L2. 4.13. 4.L4, ARTICTE 5.1. 5.2. 5.3. 5.4. 40 ................4t 5. .42 .42 lndemnity SCOPE OF WORK 44 44 44 44 44 44 AND DETAITED SPECIFICATIONS............ ScopeofServices............ List of Key Personnel Term of Performance Contiact Extens¡on Option 5.5.3. 5.5.4. 5.5.5. 6. .44 .44 .44 Basis of Payment...... Method of Payment lnterntionally Deleted Centralized lnvoice Processing.... Criteria for Payment. SPECIAT CONDITIONS REGARDING MINORITY BUSINESS ENTERPRISE BUSINESS ENTERPRISE COMMITMENT FOR COMMODITIES OR SERVICES 6.1. 6.2. 6.3. 6.4. 4t 4t Property..... 42 42 Cooperation 42 Other Laws Concerning Accessibility....... Compliance with the Americans with Disabilities Act and 43 Reimbursement forTravel................... (PtA) 43 Multi Project labor Agreement 5.5.1. 5.5.2. ARTICTE ..................40 Policy and Terms Def¡n¡t¡ons ................44 ..............45 COMMITMENT AND WOMEN 47 47 48 49 JointVentures................ Counting MBE/WBE Participation Toward the Contract Specific Goa1s........... 6.5. Regulations Governing Reductions to or Waiver of MBE/WBE Goals 6.5.1. Direct / lndirect Participation 6.5.2. Assist Agency Participation in wavier/reduction requests 6.5.3. lmpracticability 6.6. Procedure to Determine Bid Compliance............ 6.7. Reporting Requirements During the Term of the Contract ..,............. 51 52 53 54 54 55 56 57 Changes to Compl¡ance Plan........ 57 Permissible Basis for Change Required...... 58 Procedure for Requesting Approval ..r...¡............. 58 Non-Compliance and 6.9. 59 6.10. Arb¡trat¡on 59 Employment Opportunity Equal 6.11. 60 6.12. Attachments and Schedu es.................. 61 Attachment A -Ass¡st Agency List Bidder's Reduction Request for Attachment B - Sample Format for Requesting Assist Agency Comments on 63 or Waiver of MBE/WBE Goals 64 Schedule B - Affidavit of Joint Venture Schedule C-1: Letter of lntent From MBE/WBE To Perform As Subcontractor, Supplier and/or Contractor .69 Schedule D-1: Affidavit of lmplementation of MBE/WBE Goals and Participation Plan.............. ...................70 6.8. 6.8.1. 6.8.2. Damages..... lmpound Focility Mønøgement, Boot Release, Towing ond Related Services Depørtment of Streets and Sonitdtion, Spec¡f¡cation Number 735025 ART¡CLE7. INSURANCE REqUlREMENTS................ 7.L. lnsurancetobeProvided.................. 7.1.!. Workers Compensation and Employers Liability 7.1.2. Commercial General Liability (Primary and Umbrella) 7.1,3. Automobile Liability (Primary and Umbrella) 7.L.4. All Risk Property 75 75 75 75 75 75 75 76 76 7.L.7. GarageLiability 76 7.2. AdditionalRequirements................. ..........78 ART CIE 8. SIGNATURE P4GE........... ...................... 80 EXHIBIT 1: SCOPE OF SERVICES ERROR! BOOKMARK NOT DEFINED. EXHIBIT 2: SCHEDULE OF COMPENSATION ............. 118 EXHIBIT 3: INSURANCE CERTIFICATE OF COVERAGE............... .... 119 EXHIBIT 4: ECONOMIC DISCTOSURE STATEMENT AND AFFIDAVIT(S)................... ..................... 120 EXHIBIT 5: MBE / WBE COMPTIANCE PIAN EXHIBIT 6: DATA PROTECTION REQUIREMENTS FOR CONTRACTORS, VENDORS AND THIRD-P4RT ES...............120 EXHIBIT 7: CONTRACTOR'S AFFIDAIT REGARDING REMOVAT OF AtL WASTE MATERIALS AND IDENTIFICATION OF ALt tEGAt DUMP S TES............. ......L24 ilt lmpound Facility Monagement, Boot Releose, Towing ond Reloted Services Deportment of Streets dnd Son¡totion, Specificøtion Number 735025 ARTICTE 1. INTRODUCTION This Contract is entered into as of the 1't day of June, 2016 ("Effective Date") by and between United Road Towing, lnc., a Delaware corporation ("Contractor"), and the City of Chicago, a municipal corporation and home rule unit of local government existing under the Constitution of the State of lllinois ("City"), acting through its Department of Streets and Sanitation, Department of Finance, and Chicago Police Department ("Department"), at Chicago, lllinois. Whereas, the Chicago Police Department Superintendent, Chicago Department of Streets and Sanitation Commissioner, Chicago Department of Finance Comptroller, Business Affairs and Consumer Protection Commissioner, and Chicago City Clerk have the authority, in accordance with the City of Chicago's Municipal Code 9-92 and all related codes, to cause certain Vehicles to be removed from the public way and be impounded at one ofthe city's designated Auto Pounds, and; Whereas, the City seeks a contractor of auto pound management services for lmpounds #tS, #2, #3S, #6, and #3N, and certain boot release and towing and other services, and; Whereas, the City of Chicago advertised and issued a Request for Proposal (RFP) to select a qualified firm to perform the services on November 23,2Ot5. The City of Chicago evaluated the Contractor's response to the RFP and found the Contractor to be capable of performing the Services. The Contractor represents and warrants that it is qualified and competent to perform the Services and has the necessary expertise and knowledge to complete any Services assigned to it in accordance with this Agreement. The Contractor warrants that it ¡s ready, willing and able to perform as of the effective date of this Agreement to the full satisfaction of the City. NOW, THEREFORE, the City and the Contractor Agree as Follows: ARTICLE 2. INCORPORATION OF EXHIBITS: The following attached Exhibits are made a part of this agreement: o o ¡ ¡ ¡ ¡ o Exhibit 1: Scope of Services Exhibit 2: Schedule of Compensation Exhibit 3: lnsurance Certificate of Coverage Exhibit 4: Economic Disclosure Statement and Affidavit(s) Exhibit 5: MBE/WBE Compliance Plan Exhibit 6: Data Protection Requirement for Contractors, Vendors and Third Parties Exhibit 7: Contractor's Affidavit Regarding Removal of All Waste Materials and ldentification of All Legal Dump Sites 7 lmpound Focility Manogement, Boot Release, Towing and Reloted Services Depørtment of Streets ond Sonitotion, Specificotion Number 735025 ARTICLE 3. STANDARD TERMS AND CONDITIONS 3.1. General Provisions 3.1.1. Definitions "Addendum" is an official revision of the Bid Documents issued by the Chief Procurement Office prior to Bid Opening Date. "Airports" means Chicago O'Hare lnternational Airport and Chicago Midway lnternational Airport. "Airside" means, generally, those areas of an Airport which requires a person to pass through a security checkpoint to access. References to "sterile areas" generally mean Airside areas within terminal buildings. References to "Airfield", "Aircraft Operations Area", "AOA", or "Secured areas" generally mean outdoor Airside areas or areas not accessible to passengers. "Attachments" are all the exhibits and other documents attached to the Bid Documents and/or incorporated into the Contract by reference. "Bid" refers to an offer made by a Bidder in response to an invitation for bids which includes a binding proposal to perform the Contract which the City may rely on and accept, or in the case of an RFP or RFQ, the submission/proposal in response to that solicitation which may be subject to negotiation. is a person, firm,or entity submitt¡ng a Bid in response to an invitation for bids; for RFPs and references may be made to "Respondents." Once the Contract is awarded the Contractor shall RFQs, references to a Bidder or Respondent and such attendant obligations apply to the assume that all Contractor. "Bidder" "Bid Opening Date" is the date and time publicly advertised by the Chief Procurement Officer as the deadline for submission of Bids; this may be referred to as a "Proposal Due Date" for RFP and RFQ solicitations. "Bid Documents" means all the documents issued by the Chief Procurement Officer, or referenced by the Chief Procurement Officer as being available on the City's website and incorporated by such reference, in connection with an invitation for bids or proposals. Except for such Bid Documents as are posted on the City's website and incorporated by reference, all Bid Documents must be submitted by a bidder on the Bid Opening Date. "Business Day" means business days (Monday through Friday, excluding legal holidays, or City shutdown days) in accordance with the City of Chicago business calendar. "Calendar Day" means all calendar days in accordance with the world-wide accepted calendar. "Chief Procurement Officer" abbreviated as "CPO" means the chief executive of the City's Department of Procurement Services ("DPS"), and any representative duly authorized in writing to act on the Chief Procurement Offícer's beha lf. "City" means the City of Chicago, a municipal corporation and home rule government under Sections and 6(a), Article Vll, of the 1970 Constitution of the State of lllinois. 1 "Commissioner" means the chief executive of any City department that part¡cipates in this Contract (regardless of the actual title of such chief executive), and any representative duly authorized in writing to act on the Commissioner's behalf with respect to this Contract. "Contact Person" means the Contractor's management level personnel who will work as liaison between the City and the Contractor and be available to respond to any problems that may arise in connection with Contractor's performance under the Contract. "Contract" means, upon notice of award from the CPO, the contract consisting of all Bid Documents relating to a specific invitation for bids or proposals, and all amendments, modifications, or revisions made from time to time in accordance with the terms thereof. All such documents comprising the Contract are referred to as the "Contract Documents". Stondord Terms ond Conditions, 09.10.20L5 2 lmpound Focility Monagement, Boot Release, Towing and Reloted Services Deportment of Streets ond Søn¡totìon, Specification Number 735025 "Contractor" means the Bidder or Proposer (person, firm, or entity) that is awarded the Contract by the CPO. Any references to the Bidder or Proposer in the Contract Documents is understood to apply to the Contractor. "Department" which may also be referred to the using/user Department is the City Department which appears on the applicable Purchase Order Release for goods, work, or services provided under as this Contract. "Detailed Specifications" refers to the contract specific requirements that includes but is not limited to a detailed description of the scope, term, compensation, price escalation, and such other additional terms and conditions governing this specific Contract. "Force Majeure Event" means an event beyond the reasonable control of a party to this Contract, which is limited to acts of God, explosion, acts of the public enemy, fires, floods, earthquakes, tornadoes, epidemics, quarantine restrictions, work stoppages not caused or unmitigated by the Contractor. "Holidays" refers to the official City Holidays when the City is generally closed for business which includes: New Year's Day, Dr. Martin Luther King Jr.'s Birthday, Lincoln's Birthday, President's Day, Pulaski Day, Memorial Day, lndependence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, and Christmas Day. "MCC" is the abbreviation for the Municipal Code of Chicago. "Party" or collectively "Parties" refers to the entities that have entered into th¡s Contract including the Contractor and the City. "Purchase Order" means a written purchase order from a Department referencing this Contract. Purchase Orders may also be referred to as "Blanket Releases". "Services" refers to all work, services, and materials whether ancillary or as required by the Detailed Specifications that Contractor provides in performance of its obligations under this Contract. "Specification" means the Bid Documents, including but not limited to the Detailed Specifìcations. "Subcontractor" means any person or entity with whom the Contractor contracts to provide any part of the goods, services or work to be provided by Contractor under the Contract, including subcontractors of any tier, suppliers and material men, whether or not in privity with the Contractor. 3.1.2. lnterpretation of Contract 3.1.2.1. Order of Precedence The order of precedence of the component contract parts will be as follows: Standard Terms and Conditions Addenda, if any Plans or drawings, if any Detailed Specifications / Scope Standard specifications or terms of the City, State, or Federal Government lnsuranceRequirements MBE/wBE/DBE Special Conditions, if any lnvitation to bid and proposal (bid) pages, if applicable Performance Bond, if required Bid Deposit, if required o o o ¡ ¡ o o o ¡ ¡ 3.1.2.2. lnterpretation and Rules Unless a contrary meaning is specifically noted elsewhere, the phrases "as required", "as directed", "as permitted", and similar words mean the requirements, directions, and permissions of the Commissioner or CPO, as applicable. Similarly, the words "approved", "acceptable", "satisfactory", and similar words mean approved by, acceptable to, or satisfactory to the Commissioner or the CPO, as applicable. Stondord Terms ond Conditions, 09.70.2015 3 lmpound Focility Monagement, Boot Release, Towing and Reloted Services Department of Streets ond Sanitotion, Specificotion Number 735025 The words "necessary", "proper", or similar words used with respect to the nature or extent of work or services mean that work or those services must be conducted in a manner, or be of a character which is necessary or proper for the type of work or services being provided in the opinion of the Commissioner and the CPO, as applicable. The judgment of the Commissioner and the CPO in such matters will be considered final. Wherever the imperative form of address is used, such as "provide equipment required" it will be understood and agreed that such address is directed to the Contractor unless the provision expressly states that the C¡ty will be responsible for the action. 3.1.2.3. Severability The invalidity, illegality, or unenforceability of any one or more phrases, sentences, clauses, or sections in this Contract does not affect the remaining portions of this Contract. 3.1.2.4. Entire Contract The Contract Documents constitute the entire agreement between the parties and may not be modified except by the subsequent wr¡tten agreement of the parties. 3.1.3. Subcontracting and Assignment 3.1.3.1. No Assignment of Contract Pursuant to 65 ILCS 8-t0-L4, Contractor may not assign this Contract without the prior written consent of the CPO. ln no case will such consent relieve the Contractor from its obligations, or change the terms of the Contract. The Contractor must notify the CPO, in writing, of the name of any proposed assignee and the reason for the assignment; consent to which is solely in the CPO's discretion. 3.1.3.2. Subcontracts No part of the goods, work, or services to be provided under this Contract may be subcontracted without the prior written consent of the CPO; but in no case will such consent relieve the Contractor from its obligations, or change the terms of the Contract. The Contractor must notify the CPO of the names ofall Subcontractors to be used and shall not employ any that the CPO has not approved. Prior to proposing the use of a certain Subcontractor, the Contractor must verifi7 that neither the Subcontractor nor any of its owners is debarred from or otherwise ineligible to participate on City contracts. This information can be found on the City's website: http://www.cityofchicago .org/citvlen/depts/dps/provdrs/comp/svcs/debarred_firms_list.html Subcontracting of the services or work or any portion of the Contract without the prior written consent of the CPO is null and void. Further, the Contractor will not make any substitution of a previously approved Subcontractor without the prior written consent of the CPO; any substitution of a Subcontractor without the prior written consent of the CPO is null and void. The Contractor will only subcontract with competent and responsible Subcontractors. lf, in the judgment of the Commissioner or the CPO, any Subcontractor is careless, incompetent, violates safety or security rules, obstructs the progress of the services or work, acts contrary to instructions, acts improperly, is not responsible, is unfit, is incompetent, violates any laws applicable to this Contract, or fails to follow the requirements of this Contract, then the Contractor will, immediately upon notice from the Commissioner or the CPO, discharge or otherwise remove such Subcontractor and propose an acceptable substitute for CPO approval. 3.1.3.3. No Pledging or Assignment of Contract Funds Without City Approval The Contractor may not pledge, transfer, or assign any interest in this Contract or contract funds due or to become due without the prior written approval of the CPO. Any such attempted pledge, transfer, or assignment, without the prior written approval of the CPO is void asto the City and will be deemed an event of default under this contract. 3.1.3.4. City's Right to Assign Standard Terms ond Conditions, 09.10.2015 4 lmpound Føc¡l¡ty Management, Boot Releose, Towing dnd Reldted Serv¡ces Deportment of Streets and Sonitot¡on, Spec¡ficotion Number 735025 The City expressly reserves the right to assign or otherw¡se transfer all or any part of its interests in this Contract without the consent or approval of the Contractor. 3.1.3.5. Assigns All of the terms and conditions of this Contract are binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, transferees, and assigns. 3.1.4. Contract Governance 3.l.4.t.Governing law and Jurisdiction This Contract will be governed in accordance with the laws of the State of lllinois, without regard to choice of law principles. The Contractor hereby irrevocably submits, and will cause its Subcontractors to submit, to the original jurisdiction of those State or Federal courts located within the County of Cook, State of lllinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Contract and irrevocably agrees to be bound by a-ny final judgment rendered thereby from which no appeal has been taken or is available. The Contractor irrevocably waives any objection (including without limitation any objection of the laying of venue or based on the grounds of forum non conveniens) which it may now or hereafter have to the bringing of any action or proceeding with respect to this Contract in the jurisdiction set forth above. 3.1.4.2. Consent to Service of Process The Contractor agrees that service of process on the Contractor may be made, at the option ofthe City, either by registered or certified mail addressed to the applicable office as provided for in this Contract, by registered or certified mail addressed to the office actually maintained by the Contractor, or by personal delivery on any officer, director, or managing or general agent of the Contractor. The Contractor designates and appoints the representative identified on the signature page hereto under the heading "Designation of Agent for Service Process", as its agent in Chicago, lllinois, to receive on its behalf service of all process (which representative will be available to receive such service at all times), such service being hereby acknowledged by such representative to be effective and binding service in every respect. Said agent may be changed only upon the giving of written notice by the Contractor to the City of the name and address of a new Agent for Service of Process who works within the geographical boundaries of the City of Chicago. Nothing herein will affect the right to serve process in any other manner permitted by law or will limit the right of the City to bring proceedi¡gs against the Contractor in the courts of any other jurisdiction. 3.1.4.3. Cooperation by Parties and between Contractors The Parties hereby agree to act in good faith and cooperate with each other in the performance of this Contract. The Contractor further agrees to implement such measures as may be necessary to ensure that its staff and its Subcontractors will be bound by the provisions of this Contract. The City will be expressly identified as a third party beneficiary in the subcontracts and granted a direct right of enforcement thereunder. Unless otherwise provided in Detailed Specifications, if separate contracts are let for work within or adjacent to the project site as may be further detailed in the Contract Documents, each Contractor must perform its Services so as not to interfere with or hinder the progress of completion of the work being performed by other contractors. Each Contractor involved shall assume all liability, financial or otherwise, in connection with its contract, and shall protect and hold harmless the City from any and all damages or claims that may arise because of inconvenience, delay, or loss experienced by the Contractor because ofthe presence and operations of other contractors working within the limits of its work or Services. Each Contractor shall assume all responsibility for all work not completed or accepted because of the presence and operations of other contractors. Stondard Terms ond Conditions, 09.L0.20L5 5 lmpound Facility Monogement, Boot Releose, Towing and Related Services Deportment of Streets ond Sonitation, Specificotion Number 735025 The Contractor must as far as possible, arrange its work and space and dispose of the materials being used, so as not to interfere with the operations of the other contractors within or adjacent to the limits of the project site. 3.t.4.4. No Third Party Beneficiaries The parties agree that this Contract is solely for the benefit of the parties and nothing herein is intended to create any third party benef¡ciary rights for subcontractors or other third parties. 3.1.4.5. lndependent Contractor This Contract is not intended to and does not constitute, create, give rise to, or otherwise recognize a joint venture, partnership, corporation or other formal business association or organization of any kind between Contractor and the City. The rights and the obligations of the parties are only those set forth in this Contract. Contractor must perform under this Contract as an independent contractor and not as a representative, employee, agent, or partner ofthe City. This Contract is between the City and an independent contractor and, if Contractor is an individual, nothing provided for under this Contract constitutes or implies an employer-employee relationship such that: The City will not be liable under or by reason of this Contract for the payment of any workers' compensation award or damages in connection with the Contractor performing the Services required under this Contract. Contractor is not entitled to membership in any City Pension Fund, Group Medical lnsurance Program, Group Dental Program, Group Vision Care, Group Life lnsurance Program, Deferred lncome Program, vacation, sick leave, extended sick leave, or any other benefits ordinarily provided to individuals employed and paid through the regular payrolls of the City. The City is not required to deduct or withhold any taxes, FICA or other deductions from any compensation provided to Contractor. 3.1.4.6. Author¡ty Execution ofthis Contract by the Contractor is authorized and signature(s) of each person signing on behalf of the Contractor have been made with complete and full authority to commit the Contractor to all terms and conditions of this Contract, including each and every representation, certification, and warranty contained herein, attached hereto and collectively incorporated by reference herein, or as may be required by the terms and conditions hereof. lf other than a sole proprietorship, Contractor must provide satisfactory evidence that the execution of the Contract is authorized in accordance with the business ent¡ty(s rules and procedures. 3.1.4.7. Joint and Several tiability ln the event that Contractor, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination thereof), then and in that event, each and every obligation or undertaking herein stated to be fulfilled or performed by Contractor will be the joint and several obligation or undertaking of each such individual or other legal entity. 3.1.4.8. Notices All communications and notices to the City from the Contractor must be faxed, delivered personally, electronically mailed or mailed first class, postage prepaid, to the Commissioner of the using Department that appears on the applicable Purchase Order, with a copy to the Chief Procurement Officer, Room 806, City Hall, 121 N. LaSalle Street, Chicago, lllinois 60602. A copy of any communications or notices to the City relating to Contract interpretation, a dispute, or indemnification obligations shall also be sent by the same means set forth above to the Department of Law, Room 600, City Hall, 121 N LaSalle Street, Chicago, lllinois 60602. All communications and notices from the City to the Contractor, unless otherwise provided for, will be faxed, delivered personally, electronically mailed or mailed first class, postage prepaid, to the Stondard Terms and Conditions, 09.1.0,2015 6 lmpound Focility Monugement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Son¡tot¡on, Specificot¡on Number 735025 ContractorcareofthenameandtotheaddresslistedontheBidDocuments'proposal page. lfth¡s contract was awarded through a process that does not use bid or proposal documents, notices to contractor will be sent to an address specified in the Contract. 3.1.4.9. Amendments Following Contract award, no change, amendment, or modifìcation of the Contract Documents or any part thereol is valid unless stipulated in writing and signed by the Contractor, Mayor, CPO, and Comptroller, unless specifically allowed for by the Contract Documents. 3.1.4.10. No Waiver of [egal Rights Neither the acceptance by the City, or any representative ofthe City, nor any payment for or acceptance of the whole or any part of the deliverables, nor any extension of time, nor any possession taken by the City, shall operate as a waiver by the City of any portion of the Contract, or of any power herein reserved or any right of the City to damages herein provided. to be a waiver of any other or subsequent breach. Whenever under this Contract the City by a proper authority waives the Contractor's performance in any respect or waives a requirement or condition to either the City's or the Contractor's performance, the waiver so granted, whether express or implied, shall only apply to the particular instance and will not be deemed a waiver forever or for subsequent instance of the performance, requirement, or condition. No such waiver shall be construed as a modificat¡on of this Contract regardless of the number of time the City may have waived the performance, requirement, or condition. A waiver of any breach of the Contract shall not be held 3.1.4.t1. Non-appropriationofFunds Pursuant to 65 ILCS 5/8-7-7, any contract for the expenditure of funds made by a municipality without the proper appropriation is null and void. lf no funds or insufficient funds are appropriated and budgeted in any fiscal period of the City for payments to be made under this Contract, then the City will notify the Contractor of that occurrence and this Contract shall terminate on the earlier of the last day of the fiscal period for which sufficient appropriat¡on was made or whenever the funds appropriated for payment under this Contract are exhausted. No payments will be made to the Contractor under this Contract beyond those amounts appropriated and budgeted by the City to fund payments under this Contract. 3.t.4.12. Part¡c¡pat¡on By Other Government Agencies Other Local Government Agencies (defined below) may be eligible to participate in this Contract if (a) such agencies are authorized, by law or their governing bodies, to execute such purchases, (b) such authorization is consented to by the City of Chicago's CPO, and (c) such purchases have no net adverse effect on the City of Chicago and result in no diminished services from the Contractor to the City's Departments. Examples of such Local Government Agencies are: the Chicago Board of Education, Chicago Park District, City Colleges of Chicago, Chicago Transit Authority, Chicago Housing Authority, Chicago Board of Elections, Metropolitan Pier and Exposition Authority (McCormick Place, Navy Pier), and the Municipal Courts. Said purchases will be made upon the issuance of a purchase order directly from the Local Government Agency. The City will not be responsible for payment of any amounts owed by any other Local Government Agencies, and will have no liability for the acts or omissions of any other Local Government Agency. 3.1.5. Confidentiality All deliverables and reports, data, findings or information in any form prepared, assembled or encountered by or provided by Contractor under this Contract are property ofthe City and are confidential, except as specifically authorized in this Contract or as may be required by law. Contractor Stondard Terms ond Conditions, 09.10.2015 7 tnrpound Focility Monogement, Boot Releose, Towing ond Reloted Services Depoftment of Streets und Son¡tot¡on, Spec¡ficotion Number 735025 must not allow the Deliverables to be made available to any other individual or organization without the prior written consent of the City. Further, all documents and other information provided to Contractor by the City are confidential and must not be made ava¡lable to any other individual or organization without the prior written consent of the City. Contractor must implement such measures as may be necessary to ensure that its staff and its Subcontractors are bound by the confidentiality provisions contained in this Contract. 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 Contract, disseminate any information regarding its Services or the project to which the Services pertain without the prior written consent of the Commissioner. lf 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 Contract, Contractor must immediately give notice to the Commissioner, CPO and the Corporation Counsel for the City with the understanding that the City will have the opportunity to contest such process by any means available to it before the records or documents are submitted to a court or other third party. Contractor, however, is not obligated to withhold the del¡very beyond the time ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. 3.1.6.lndemnity Contractor must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees (collectively, the "lndemnified Parties,")from and against any and all Losses (as defined below), in consequence of the granting of this Contract or arising out of or being in any way connected with the Contractor's performance under this Contract, except as otherwise provided in 740 ILCS 35 "Construction Contract lndemnification for Negligence Act" if ¡t applies, including those related to: injury, death or damage of or to any person or property; any infringement or violation of any property right (including any patent, trademark or copyright); failure to pay or perform or cause to be paid or performed Contractors covenants and obligations as and when required under this Contract or otherwise to pay or perform its obligations to any subcontractor; the City's exercise of its rights and remedies under this Contrac and injuries to or death of any employee of Contractor or any subcontractor under any workers compensation statute. When 740 ILCS 35 applies, indemnification provided by the Contractor to the lndemnified Parties will be to the maximum extent permitted under applicable law. "Losses" means, individually and collectively, liabilities of every kind, including monetary damages and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys'fees and disbursements), claims, demands, actions, suits, proceedings, fines, judgments or settlements, any or all of which in any way arise out of or relate to the negligent or otherwise wrongful errors, acts, or omissions of Contractor, its employees, agents and subcontractors. The Contractor will promptly provide, or cause to be provided, to the Commissioner and the Corporation Counsel copies of such notices as Contractor may receive of any claims, actions, or suits as may be given or filed in connection with the Contractor's performance or the performance of any Subcontractor and for which the lndemnified Parties are entitled to indemnification hereunder. At the City Corporation Counsel's option, Contractor 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 Contract. Any settlement 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 C¡ty. The Contractor shall be solely responsible for the defense of any and all claims, demands, or suits against the lndemnified Parties, including without limitation, claims by an employee, subcontractors, agents, or servants of Contractor even though the claimant may allege that the lndemnified Parties were Standard Terms ond Conditions, 09.10,2015 8 lmpound Fucility Monsgement, Boot Reledse, Towing ond Reloted Services Department of Streets and Sonitot¡on, Spec¡f¡cotion Number 735025 in charge of the work or service performed under the Contract, that it involves equipment owned or The furnishedbythelndemnifiedParties,orallegenegligenceonthepartofthelndemnifiedParties. City will have the right to require Contractor to provide the City with a separate defense of any such suit. To the extent permissible by law, Contractor waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due to third part¡es arising out of any Losses, including but not limited to any limitations on Contractor's liability with respect to a claim by any employee of Contractor arising under the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporotion,146 lll. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the lllinois Workers Compensation Act, the lllinois Pension Code or any other statute. The indemnities in this section survive expiration or termination of this Contract for matters occurring or arising during the term of this Contract or as the result of or during the Contractor's performance of work or services beyond the term. Contractor acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by the Contractor's duties under this Contract, including the insurance requirements set forth in the Contract. 3.1.7. Non-Liability of Public Officials Contractor and any assignee or Subcontractor of Contractor must not charge any official, employee or agent of the 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 of this Contract or because of the City's execution, attempted execution or any breach of this Contract. 3.1.8. Contract Extension Option The City may extend this Contract once following the expiration of the contract term for up to 181 Calendar Days or until such time as a new contract has been awarded for the purpose of providing continuity of services and/or supply while procuring a replacement contract subject to acceptable performance by the Contractor and contingent upon the appropriation of sufficient funds. The CPO will give the Contractor notice ofthe City's intent to exercise its option to renew the Contract for the approaching option period. 3.2. Compensation Provisions 3.2.1. Ordering, lnvoices, and Payment 3.2.1.1. Purchase Orders Requests for work, services or goods in the form of a Purchase Order will be issued by the Department and sent to the Contractor to be applied against the Contract. The Contactor must not honor any order(s), perform work or services or make any deliveries of goods without receipt of a Purchase Order issued by the City of Chicago. Any work, services, or goods provided by the Contractor without a Purchase Order is made at the Contractor's risk. Consequently, in the event such Purchase Order is not provided by the City, the Contractor releases the City from any liability whatsoever to pay for any work, services, or goods provided without said Purchase Order. Purchase Orders will indicate quantities ordered for each line item, unit/total cost, shipping address, delivery date, fund chargeable information, catalog information (if applicable), and other pertinent instructions regarding performance or delivery. 3.2.t.2.lnvoices lf required by the Scope of Work / Detailed Specifications, original invoices must be sent by the Contractor to the Department to apply against the Contract. lnvoices must be submitted in accordance with the mutually agreed upon time period with the Department. All invoices must be signed, dated and reference the City's Purchase Order number and Contract number. A signed work ticket, time sheets, manufacturer's invoice, if applicable, or any documentation requested by the Commissioner must accompany each invoice. lf a Contractor has more than one contract with,the City, separate invoices must be prepared for each contract in lieu of combining items from different contracts under the same invoice. lnvoice quantities, description of work, services or goods, unit of Stondord Terms ond Conditions, 09.1-0,201-5 9 lmpound Focility Monagement Boot Releose, Towing ond Reloted Serv¡ces Deportment of Streets dnd Sonitotion, Specif¡cot¡on Number 735025 measure, pricing and/or catalog information must correspond to the items on the accepted Price List or Proposal Pages or of the Bid Documents. lf invoicing Price List/Catalog items, indicate Price List/Catalog number, item number, Price List/Catalog date and Price List/Catalog page number on the invoice. 3.2.1.3. Payment The City will process payment within sixty (60) calendar days after receipt of invoices and all supporting documentation necessary for the City to verifli the satisfactory delivery of work, services or goods to be provided under this Contract. Contractor may be paid, at the City's option, by electronic payment method. lf the City elects to make payment through this method, it will so notify the Contractor, and Contractor agrees to cooperate to facilitate such payments by executing the City's electronic funds transfer form, available for download from the City's website at: The City reserves the right to offset mistaken or wrong payments against future payments. The City will not be obligated to pay for any work, services or goods that were not ordered with a Purchase Order or that are non-compliant with the terms and conditions of the Contract Documents. Any goods, work, or services which fail tests and/or inspections are subject to correction, exchange or replacement at the cost ofthe Contractor. 3.2.1.4. Electronic Ordering and lnvoices The Contractor will cooperate in good faith with the City in implementing electronic ordering and invoicing, including but not limited to price lists/catalogs, purchase orders, releases and invoices. The electronic ordering and invoice documents will be in a format specified by the City and transmitted by an electronic means specified by the City. Such electronic means may include, but are not limited to, disks, e-mail, EDl, FTP, web sites, and third party electronic services. The CPO reserves the right to change the document format and/or the means of transmission upon written notice to the Contractor. Contractor will ensure that the essential information, as determined by the CPO, in the electronic document, corresponds to that information subm¡tted by the Contractor in its paper documents. The electronic documents will be in addition to paper documents required by this Contract, however, by written notice to the Contractor, the CPO may deem any or all of the electronic ordering and invoice documents the official documents and/or eliminate the requirement for paper ordering and invoice documents. 3.2.1.5, City Right to Offset The City may offset against any invoice from Contractor any costs incurred by the City as a result of event of default by Contractor under this Contract or otherwise resulting from Contractor's performance or non-performance under this Contract, including but not limited to any credits due as a result of over-billing by Contractor or overpayments made by the City. lf the amount offset is insufficient to cover those costs, Contractor is liable for and must promptly remit to the City the balance upon written demand for it. This rightto offset ¡s in addition to and not a limitation of any other remedies available to the City. 3.2.1.6. Records Upon request the Contractor must furnish to the City such information related to the progress, execution,andcostoftheServices. All booksandaccountsinconnectionwiththisContractmust be open to inspection by authorized representatives of the City. The Contractor must make these records available at reasonable times during the performance of the Services and will retain them in a safe place and must retain them for a period that is the longer of five (5) years or as required by relevant retention schedules after the expiration or termination of the Contract. Stondord Terms ond Conditions, 09,10.2015 10 lmpound Fac¡l¡ty Manogement, Boot Releose, Tow¡ng ond Reloted Services Deportment of Streets ond Sanitot¡on, Specification Number 735025 3.2.1.7. Audits 3.2.1.7.1. C¡ty's Right to Conduct Audits The City may, in its sole discretion, audit the records of Contractor or its Subcontractors, or both, at any t¡me during the term of this Contract or within five years after the Contract ends, in connection with the goods, work, or gervices provided under this Contract. Each calendar year or partial calendar year may be deemed an "audited period". 3.2.t.7.2.Recovery for Over-Billing ll as a result of such an audit, it is determined that Contractor or any of its 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 to the overcharges and, depending on the facts, also some or all of the cost of the audit, as follows: less than 5% ofthe total value, goods, provided in the audited period, work, or services based on the contract prices, of the then the Contractor must reimburse the City for 50% of the cost of the audit and 50% of the cost of each subsequent audit that the City conducts; lfthe audit has revealed overcharges to the City representing lf, however, the audit has revealed overcharges to the City representing 5% or more of the total value, based on the contract prices, of the goods, work, or services provided in the audited period, then Contractor must reimburse the City for the full cost of the audit and of each subsequent audit. Failure of Contractor to reimburse the City in accordance with the foregoing is an event of default under this Contract, and Contractor will be liable for all of the City's costs of collection, including any court costs and attorneys' fees. 3.2.2. Subcontractor Payment Reports The Contractor must report payments to Subcontractors on a monthly basis in the form of an electronic report. Upon the first payment issued by the City to the Contractor for services performed, on the first day of each month and every month thereafter, email and/or fax notifications will be sent to the Contractor with instructions to report payments to Subcontractors that have been made in the prior month. This information must be entered into the Certification and Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month. Once the Contractor has reported payments made to each Subcontractor, including zero dollar amount payments, the Subcontractor will receive an email and/or fax notification requesting that they log into the system and confirm payments received. All monthly confirmations must be reported on or before the twentieth (20th) day of each month. Contractor and Subcontractor reporting to the C2 system must be completed by the 25th ofeach month or payments may be withheld. All contracts between the Contractor and its Subcontractors must contain language requiring the Subcontractors to respond to email and/or fax notifications from the City requiring them to report payments received from the Contractor. Access to the Certification and Compliance Monitoring System (C2), which is a web-based reporting system, can be found at: https://chicago.mwdbe.com (Note: This site works for reporting all Subcontractor payments regardless MBE/WBE/DBE or non-certified entities.) of whether they are lf a Subcontractor has satisfactorily performed in accordance with the requirements of the Contract, Contractor must pay Subcontractor for such work, services, or materials within seven (7) calendar days of Contractor receiving payment from the City. Failure to comply with the foregoing will be deemed an event of default. Standard Terms ond Conditions, 09,10.2015 LI lmpound Focility Management, Boot Release, Towing ond Reloted Services Department of Streets ond Sonitotion, Specificot¡on Number 735025 3.2.3. Prompt Payment to Subcontractors 3.2.3.1.Incorporation of Prompt Payment Language in Subcontracts Contractor must state the requirements of these Prompt Payment provisions in all Subcontracts and purchase orders. lf Contractor fails to incorporate these provisions in all Subcontracts and purchase orders, the provisions of this Section are deemed to be incorporated in all Subcontracts and purchase orders. Contractor and the Subcontractors have a continuing obligation to make prompt payment to the¡r respective Subcontractors. Compliance with this obligation is a condition of Contractor's partic¡pation and that of its Subcontractors on this Contract. 3.2.3.2. Payment to Subcontractors Within Seven Days The Contractor must make payment to its Subcontractors within 7 davs of receipt of payment from the City for each invoice, but only if the Subcontractor has satisfactorily provided goods or services or completed its work or services in accordance with the Contract Documents and provided the Contractor with all of the documents and information required of the Contractor. The Contractor may delay or postpone payment for a to a Subcontractor when the Subcontractor's work or materials do not comply with the requirements of the Contract Documents, the Contractor is acting in good faith, and not in retaliation for a Subcontractor exercising legal or contractual rights. 3.2.3.2.1. Reporting Failures to Promptly Pay The City posts payments to prime contractors on the web at nts/besi n.do?agencvld=citv. lf the Contractor, without reasonable cause, fails to make any payment to its Subcontractors and material suppliers within 7 davs after receipt of payment under a City contract, the Contractor shall pay to its Subcontractors and material suppliers, in addition to the payment due them, interest in the amount of 2% per month, calculated from the expiration of the 7-day period until fully paid. ln the event that a Contractor fails to inake payment to a Subcontractor within the 7-day period required above, the Subcontractor may notify the City by submitting a report form that may be downloaded from the DPS website at: ormsAsreements/Failure to Promtlv Pav Fillable Form 3 2013.pdf The report will require the Subcontractor to affirm that (a) its invoice to the Contractor was included in the payment request submitted by the contractor to the City and (b) Subcontractor hasnot,atthetimeofthereport,receivedpaymentfromthecontractorforthatinvoice. The report must reference the payment (voucher) number posted on-line by the City in the notice ofthe payment to the contractor. Subcontractors are hereby reminded that per Chapters t-2L, "False Statements," and t-22, "False Claims," of the Municipal Code of Chicago, making false statements or claims to the City are violations of law and subject to a range of penalties including fines and debarment. 3.2.3.2.z.Whistleblower Protect¡on Contractor shall not take any retaliatory action against any Subcontractor for reporting nonpayment pursuant to this Sub-Section 0. Any such retaliatory action is an event of default under this Contract and is subject to the remedies set forth in Section 3.5 hereof, including termination. ln addition to those remedies, any retaliatory action by a contractor may result in a contractor being deemed non-responsible for future City contracts or, if, in the sole judgment of the Chief Procurement Officer, such retaliatory action is egregious, the Chief Procurement Officer may initiate debarment proceedings against the contractor. Any such debarment shall be for a period of not less than one year. Stondard Terms and Conditions, 09.1.0.2015 L2 lmpound Fsc¡lity Monogement, Boot Releose, Towing ond Related Services Deportment of Streets ond Son¡tot¡on, Specif¡cot¡on Number 135025 3.2.3.3. liquidated Damages for Failure to Promptly Pay Much of the City's economic vitality derives from the success of its small businesses. The failure by contractors to pay the¡r subcontractors in a timely manner, therefore, is clearly detrimental to the City. lnasmuch as the actual damages to the City due to such failure are uncertain in amount and difficult to prove, Contractor and City agree that the Chief Procurement Officer may assess liquidated damages against contractors who fail to meet their prompt payment requirements. Such liquidated damages shall be assessed to compensate the City for any and all damage incurred due to the fa¡lure of the Contractor to promptly pay its subcontractors, and does not constitute a penalty. Any and all such liquidated damages collected by the City shall be used to improve the administration and outreach efforts of the City's Small Business Program. 3.2.3.4. Action by the City Upon receipt of a report of a failure to pay, the City will issue notice to the contractor, and provide the contractor with an opportunity to demonstrate reasonable cause for failing to make payment within applicable period set forth in the Contract. The Chief Procurement Officer, in his or her sole judgment, shall determine whether any cause for nonpayment provided by a contractor is reasonable. ln the event that the contractor fails to demonstrate reasonable cause for failure to make payment, the City shall notify the contractor that it will assess liquidated damages. Any such liquidated damages will be assessed according to the following schedule: Report: First Unexcused Second Unexcused Third Unexcused Fourth Unexcused Report: Report: Report: S50 5100 5250 5500 3.2.3.5. Direct Payment to Subcontractors By City The CPO may notify the Contractor that payments to the Contractor will be suspended if the CPO has determined that the Contractor has failed to pay any Subcontractor, employee, or workman, for work performed. lf Contractor has not cured a failure to pay a Subcontractor, employee or workman within 10 days after receipt of such notice, the CPO may request the Comptroller to apply any money due, or that may become due, to Contractor under the Contract to the payment of such Subcontractors, workmen, and employees and the effect will be the same, for purposes of payment to Contractor of the Contract Price, as if the City had paid Contractor directly. Further, if such action is otherwise in the City's best interests, the CPO may (but is not obligated to) request that the Comptroller make direct payments to Subcontractors for monies earned on contracts and the effect will be the same, for purposes of payment to Contractor ofthe Contract Price,asiftheCityhadpaidContractordirectly. TheCity'selectiontoexerciseornottoexerciseits rights under this paragraph shall not in any way affect the liability of the Contractor or its sureties to the City or to any such Subcontractor, workman, or employee upon any bond given in connection with such Contract. 3.2.4. General Price Reduction - Automatic Eligibility for General Price Reductions lf at any time after the Bid Opening Date the Contractor makes a general reduction in the price of any goods, services or work covered by the Contract to its customers generally, an equivalent price reduction based on similar quantities and/or considerations shall apply to the Contract for the duration of the contract period (or until the price is further reduced). Such price reduction will be effective at the same time and in the same manner as the reduction in the price to customers generally. For purpose of this provision, a general price reduction will mean any reduction in the price of an article or service offered (1) to Contractor's customers generally, or (2) in the Contractor's price schedule for the class of customers, i.e., wholesalers, jobbers, retailers, etc., which was used as the basis for bidding on this Contract. An occasional sale at a lower price, or sale of distressed merchandise at a lower price, would not be considered a general price reduction under this provision. The Contractor must invoice at such reduced prices indicating on the invoice that the reduction is pursuant to the General Price Reduction provision of the Contract. The Contractor, in addition, must Standord Terms ond Cond¡t¡ons, 09.L0.2015 13 tmpound Facîlity Monagement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond San¡totion, Specif¡cotion Number 735025 10 calendar days of any general price reduction notify the CPO of such reduction by letter. Failure to do so will be an event of default. Upon receipt of any such notice of a general price reduction all participating Departments will be duly notified by the CPO. within Failure to notifo the CPO of a General Price Reduction is an event of default, and the City's remedies shall include a rebate to the City of any overpayments. 3.3. Compliance With All laws 3.3.1. General Contractor must observe and comply with all applicable federal, state, county and municipal laws, statutes, regulations, codes, ordinances and executive orders, in effect now or later and as amended whether or not they appear in the Contract Documents. Provisions required by law, ordinances, rules, regulations, or executive orders to be inserted in the Contract are deemed inserted in the Contract whether or not they appear in the Contract. Contractor must pay all taxes and obtain all licenses, certificates, and other authorizations required in connection with the performance of its obligations hereunder, and Contractor must require all Subcontractors to also do so. Failure to do so is an event of default and may result in the termination of this Contract. 3.3.2. Federal Affirmative Act¡on It is an unlawful employment practice for the Contractor (1-) to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to his compensation, or the terms, conditions, or privileges of his employment, because of such individuals race, color, religion, sex, age, handicap or national origin; or (2) to limit, segregate, or classify his employees or applicants for employment in any way which would deprive or tend to deprive any individual of employment opportunities or otherwise adversely affect his status as an employee, because of such individuals race, color, religion, sex, age, handicap or national origin. Contractor must comply with The Civil Rights Act of 1964, 42 U.S.C. sec. 2000 et seq. (1988), as amended. Attent¡on is called to: Exec. Order No. 1.7,246,30 Fed. Reg. 12,3L9 (1965), reprinted in 42 U.S.C. 2000(e) note, as amended by Exec. Order No. I!,375,32 Fed. Reg. L4,3O3 (1967) and by Exec. Order No. 12,086,43 Fed. Reg. 46,5OL (L978); Age Discrimination Act, 42 U.S.C. sec. 61 01-61 06 (1988); Rehabilitation Act of L973,29 U.S.C. sec. 793-794 (1988); Americans with Disabilities Act, 42 U.S.C. sec. I27O2 et seq.; and 41 C.F.R. Part 60 et seq. (1990); and all other applicable federal laws, rules, regulations and executive orders. 3.3.3. Civil R¡ghts Act ol t964,T¡tle Vl, Compliance With Nondiscrimination Requirements During the performance of this contract, the contractor, for itself, its assignees, and successors in ¡nterest (hereinafter referred to as the "contractor") agrees as follows: 3.3.3. 1. Compliance with Federal Nondiscrimination Requirements The contractor will comply with federal nondiscrimination laws, regulations, and authorities, as they may be amended from time to time (Acts and Regulations), which include: o Title Vl of the Civil Rights Act of L964 (42 U.S.C. 5 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); o 49 CFR part 21 (Non-discrimination ln Federally-Assisted Programs of The Department of Transportation-Effectuation of Title Vl of The civil Rights Act of 1964); ¡ Section 504 of the Rehabilitation Act of L973, (29 U.S.C. 5 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; o The Age Discrimination Act of L975, as amended, (42 U.S.c. S 6101et seq.), (prohibits discrimination on the basis of age); Stondard Terms and Conditions, 09.1.0,2015 1.4 lmpound Foc¡lity Manogement, Boot Reledse, Towing ond Related ServÌces Deportment of streets ond Son¡tot¡on, Specif¡cot¡on Number 735025 . The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coveraBe and applicability of Title vl of the civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of !973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-a¡d recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); ¡ Titles ll and lll of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entit¡es (42 U.S.C. 55 t2L3L-L2t89l as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; o Executive Order 72898, Federal Actions to Address Environmental Justice in Minority Populations and Low-lncome Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately h¡gh and adverse human health or environmental effects on minority and low-income populations; ¡ Executive Order L3t66,lmproving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination under Title Vl includes discrimination because of limited English proficiency (LEP). (70 Fed. Reg. at74087 to 741-00); ¡ Title lX of the Education Amendments of !972, as amended, prohibits discrimination because of sex in education programs or activities (20 U.S.C. 1681 et seq); o The Uniform Relocation Assistance and Real Property Acqu¡sition Policies Act of 1970, (42 U.S.C. S 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); o Airport and Airway lmprovement Act of 1982, (49 USC 5 471, Section 47t231, as amended, (prohibits discrimination based on race, religion, color, national origin, or sex in any activity carried out with a grant from the FAA). 3.3.3.2. Non-d iscrimin atio n The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 2L (Nondiscrimination in Federally-Assisted Programs of the US Department of Transportation). 3.3.3.3. Solicitations for Subcontracts, lncluding Procurements of Materials and Equipment ln all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 3.3.3.4. lnformation and Reports The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or applicable federal agency (e.9. Federal Aviation Administration, Federal Highway Administration, Federal Transit Authority, Transportation Security Administration, Department of Housing and Urban Development, Stondord Terms and Conditions, 09, 10.2015 15 lmpound Facility Monogement, Boot Releose, Towing and Reloted Services Deportment of Streets ond Son¡totion, Specificotion Number 735025 etc.) providing funding to the City department(s) on this contract to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the sponsor or the federal agency, as appropriate, and will set forth what efforts it has made to obta¡n the information. 3.3.3.5. Sanctions for Noncompliance ln the event of a contractor's noncompliance with the Non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the relevant federal funding agency may determine to be appropriate, including, but not limited to: A. Withholding payments to the contractor under the contract unt¡l the contractor complies; and/or B. Cancelling, terminating, or suspending a contract, in whole or in pqrt. 3.3.3.6. lncorporation of Provisions The contractor will include the provisions of above paragraphs 3.3.3.1, "Compliance With Regulations" through 3.3.3.6 "lncorporation of Provisions" in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the applicable federal agency may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests ofthe sponsor. ln addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 3.3.4. Other Non-Discrimination Requirements 3.3.4.l.lllinois Human R¡ghts Act Contractor must comply with the lllinois Human Rights Act,775lLCS 5/L-!OL et seq., as amended and any rules and regulations promulgated in accordance therewith, including, but not limited to the Equal Employment Opportunity Clause, 445 lll. Admin. Code 750 Appendix A. Contractor must comply with the Public Works Employment Discrimination AcT,775lLCS 10/0.01 et seq., as amended; and all other applicable state laws, rules, regulations and executive orders. 3.3.4.2.Chicago Human Rights Ordinance MCC Ch. 2-160 Contractor must comply with the Chicago Human Rights Ordinance, MCC Ch.2-160, Sect. 2-160-010 et seq., as amended; and all other applicable municipal code provisions, rules, regulations and executive orders. Contractor must furnish or shall cause each of its Subcontractors, to furnish such reports and information as requested by the Chicago Commission on Human Relations' 3.3.4.3. Business Enterpr¡ses Owned by People With Disabilit¡es (BEPD) It is the policy of the City of Chicago that businesses certified as a BEPD in accordance with MCC Sect. 2-92-337 et seq,, Regulations Governing Certification of BEPDs, and all other Regulations promulgated under the aforementioned sections of the MCC; shall have the full and fair opportunities to participate fully in the performance of this Contract Contractorshall not discriminate against any person or business on the basis of disability, and shall take affirmative actions to ensure BEPDs shall have full and fair opportunities to compete for and perform subcontracts for supplies or services. Failure to carry out the commitments and policies set forth herein shall constitute a material breach of the Contract and may result in the termination of the Contract or such remedy as the City deems appropriate. Standord Terms and Conditions, 09.10.2015 16 lmpound Focility Monogement, Boot Releose, Towing and Related Services Deportment of Streets dnd Sonitotion, Spec¡f¡cot¡on Number 735025 For purposes of th¡s section only, the follow¡ng definitions apply: "Business Enterprises owned by People with Disabilities" or "BEPD" has the same meaning ascribed to it in MCC Sect. 2-92-586. "Bid incentive" means an amount deducted, for bid evaluation purposes only, from the contract base bid in order to calculate the bid price to be used to evaluate the bid on a competitively bid contract. "Construction project" has the same meaning ascribed to it in MCC Sect. 2-92-335' "Contract" means any contract, purchase order, construction project, or other agreement (other than a delegate agency contract or lease of real property or collective bargaining agreement) awarded by the City and whose costs is to be paid from funds belonging to or administered by the City. on "Contract base bid" means the total dollar amount a contractor bids factoring any bid incentive or percentage reductions to the bid amount. a contract without "Earned cred¡t" means the amount of the bld lncentlve allocated to a contractor upon completion of a contract in which the contractor met or exceeded his or her goals for the utilization of BEPDs in the performance ofthe contract. "Earned credit certificate" means a certificate issued by the Chief Procurement Officer evidencing the amount of earned credit a contractor has been awarded. The CPO shall award a bid incentive to Contractor for utilization of a BEPD as a prime contractor or subcontractorinaccordancewiththeprovisionsofthissection. Thebidincentiveshall beearnedin the performance of the Contract, provided that the bid incentive earned in the performance of the Contract shall only be applied to a future contract. Where not otherwise prohibited by federal, state, or local law, the CPO shall allocate to any qualified bidder the following bid incentive for utilization of a BEPD as a prime contractor or subcontractor in the performance of the contract % of totat dollor contract omount performed by 2to5% 6to !O% !L%o or more BEPD Bid incentive %%of the contract base bid 1% ofthe contract base bid 2% of the contract base bid The bid incentive shall be calculated and applied in accordance with the provisions of this section. The bid incentive is used only to calculate an amount to be used in evaluating the bid. The bid incentive does not affect the contract price. ofthe contract close-out procedure, ifthe determines that the Contractor has successfully met his or her BEPD utilization goals either as a prime contractor or with subcontractors, the CPO shall issue an earned credit certificate that evidences the amount of earned credits allocated to the Contractor. The Contractor may apply the earned credits as the bid incentive for any future contract bid of equal or less dollar amount. The earned credit certificate is valid for three years from the date of issuance and shall not be applied towards any future contract bid after the expiration of that period. As part CPO The Contractor may apply the earned credit certificate on multiple future contract bids during the three-year period in which the certificate is valid, but may only receive one bid incentive for bid evaluation purposes on one contract award. lf the Contractor applies the earned credit certificate on multiple contract bids and is the lowest responsive and responsible bidder on more than one contract bid, the earned credit certificate shall be applied to the contract bid first to be advertised by the Department of Procurement Services, or if multiple contract bids were advertised on the Stondard Terms and Conditions, 09.10.2015 17 lrnpound Fac¡lity Monogement, Boot Release, Towing ond Reloted Services Deportment of Streets ond San¡totion, specif¡cat¡on Number 735025 same date, the earned credit certificate shall be applied only to the contract bid with the greatest dollar value The Contractor shall maintain accurate and detailed books and records necessary to monitor compliance with this section and shall submit such reports as required by the CPO, or the commissioner of the supervising department. Full access to the Contractor's and Subcontractor's records shall be granted to the CPO, the commissioner of the supervising department, or any duly authorized representative thereof. The Contractor and Subcontractors shall maintain all relevant records for a period that is the longer of five years or as required by relevant retention schedules after final acceptance ofthe work. The CPO is authorized to adopt, promulgate and enforce reasonable rules and regulations pertaining to the administration and enforcement of this section. 3.3.5. Wages Contractor must pay the h¡ghest of (1) prevailing wage/Davis-Bacon rate, if applicable; (2) minimum wage specified by Mayoral Executive Order 20!4-4; "Living Wage" rate specified by MCC Sect. 2-92-610; (3) Chicago Minimum Wage rate specified by MCC Chapter L-24, or (4) the highest applicable State or Federal minimum wage. 3.3.5.1. Minimum Wage, Mayoral Executive Order 2014-1 Mayoral Executive Order 2014-1 provides for a fair and adequate Minimum Wage to be paid to employees of City contractors and subcontractors performing work on City contracts. lf this contract was advertised on or after October t, 2OI4, Contractor must comply with Mayoral Executive Order 2OL4-! and any applicable regulations issued by the CPO. The Minimum Wage to be paid pursuant to the Order as of July L,2OL5 ¡s 513,00 per hour. The Minimum Wage must be paid to: All employees regularly performing work on City property or at a City jobsite. All employees whose regular work entails performing a service for the City under a City contract. Beginning on July !,2OL5, and every July 1 thereafter, the hourly wage specified by the Executive Order shall increase in proportion to the increase, if any, in the Consumer Price lndex for All Urban Consumers most recently published by the Bureau of Labor Statistics of the United States Department of Labor. Any hourly wage increase shall be rounded up to the nearest mult¡ple of 50.05. Such increase shall remain in effect until any subsequent adjustment is made. On or before June 1,2015, and on or before everyJune l thereafter, the City shall make available to City Concessionaires a bulletin announcing the adjusted minimum hourly wages for the upcoming year. The Minimum Wage is not required to be paid to employees whose work is performed in general support ofcontractors operations, does not directly relate to the services provided to the City under the contract, and is included in the contract price as overhead, unless that employee's regularly assigned work location is on City property or at a City jobsite. lt is also not required to be paid by employers that are 501(cX3) not-for-profits. Except as further described, the Minimum Wage is also not required to be paid to categories of employees subject to subsection aþlQl, subsection (a)(3), subsection 4(d), subsection 4(e), or Section 6 of the lllinois Minimum Wage Law, 820 ILCS 105/1 et seq., in force as of the date of this Contract or as amended. Nevertheless, the Minimum Wage is required to be pa¡d to those workers described in subsections ¿(aX2XA) and a(aX2XB) of the lllinois Minimum Wage Law. Additionally, the Minimum Wage is not required to be paid to employees subject to a collective bargaining agreement that provides for different wages than those required by Mayoral Executive Order 2O'J"4-t, if that collective bargaining agreement was in force prior to October L,2014 or if that collective bargaining agreement clearly and specifically waives the requirements of the order. Stondard Terms and Conditions, 09.10.2015 18 lmpound Focility Monogement, Boot Releose, Tow¡ng ond Reloted Services Deportment of streets qnd Sonitot¡on, Spec¡fication Number 735025 lf the payment a Base Wage pursuant to Munic¡pal Code of Chicago Sect. 2-92-610 is required for work or services done under this Contract, and the Minimum Wage is higher than the Base Wage, then the Contractor must pay the Minimum Wage. Likewise, if the payment of a prevailing wage is required and the prevailing wage is higher than the Minimum Wage, then the Contractor must pay the prevailing wage. Contractors are reminded that they must comply with Municipal Code Chapter L-24 establishing minimum wage. a 3.3.5.2. tivinþ Wage Ordinance MCC Sect. 2-92-6LO provides for a 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, custodíal workers, and clerical workers ("Covered Employees"). Accordingly, pursuant to MCC Sect. 2-92-6L0 and regulations promulgated thereunder: if the Contractor has 25 or more full-time employees, and if at any time during the performance of the contract the Contract or andfor any subcontractor or any other entity that provides any portion of the Services (collectively "Performing Parties") uses 25 or more full-time security guards, or any number of other full-time Covered Employees, then The Contractor's obligation to pay, and to assure payment of, the Base Wage will begin at any time during the Contract term when the conditions set forth in (1) and (2) above are met, and will continue thereafter until the end of the Contract term. As of July L,2Ot5 the Base Wage is 512.!3. The current rate can be found on the Department of Procurement Services' website. Note: As of July t,2Ot5, the wage specified by Mayoral Executive Order 2014-1 is higher than the Base Wage rate. Therefore, the higher wage specified by the Executive Order (or other applicable rule or law) must be paid. Each July 1st the Base Wage will be adjusted, using the most recent federal poverty guidelines for a family of four (4) 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 (4) divided by 2000 hours or the current base wage, whichever is higher. At all times during the term of this Contract, Contractor and all other Performing Parties must pay the Base Wage (as adjusted in accordance with the above). lf the payment of prevailing wages is required for work or services done under this Contract, and the prevailing wages for Covered Employees are higher than the Base Wage, then the Contractor must pay the prevailing wage rates. The Contractor must include provisions in all subcontracts requiring its Subcontractors to pay the Base Wage to Covered Employees. The Contractor agrees to provide the City with documentation acceptable to the CPO demonstrating that all Covered Employees, whether employed by the Contractor or by a subcontractor, have been paid the Base Wage, upon the City's request for such documentation. The City may independently audit the Contractor and/or subcontractors to verify compliance herewith. Failure to comply with the requirements of this Section will be an event of default under this Contract, and further, failure to comply may result in ineligibility for any award of a City contract or subcontract for up to three years. Not-for-Profit Corporations: lf the Contractor is a corporation having Federal tax-exempt status under Section 501(cX3) of the lnternal Revenue Code and is recognized under lllinois not-for-profit law, then the provisions above do not apply. 3.3.5.3. Equal Pay The Contractor will comply with all applicable provisions of the Equal Pay Act of 1963, 29 U.S.C. 206(d) and the lllinois Equal Pay Act of 2003, 820 ILCS II2/1, et seq., as amended, and all applicable Stondard Terms ond Cond¡t¡ons, 09.10.2015 19 lmpound Føcil¡ty Monogement, Boot Releose, Towing and Reloted Services Deportment of Streets ond Sonitot¡on, Spec¡ficotion Number 135025 related rules and regulations including but not limited to those set forth in 29 CFR Paft 1620 and 56 lll. Adm. Code Part 320. 3.3.6. Economic Disclosure Statement and Affidavit and Appendix A ("EDS") Pursuant to MCC Ch.2-!54 and 65 ILCS 5/8-10-8.5 any person, business entity or agency submitting a bid or proposal to or contract¡ng with the City of Chicago will be required to complete the Disclosure of Ownership lnterests in the EDS. Failure to provide complete or accurate disclosure will render this Contract voidable by the City. Contractors must complete an online EDS prior to the Bid Opening Date. Contractors are responsible for notifying the City and updating their EDS any time there is a change in circumstances that makes any information provided or certification made in an EDS inaccurate, obsolete or misleading. Failure to so notify the City and update the EES is grounds for declaring the Contractor in default, terminating the Contract for default, and declaring the Contractor ineligible for future contracts. Contractor makes certain representations and certifications that the City relies on in its decision to enter into a contract. The Laws and requirements that are addressed in the EDS include the following: 3.3.6.1. Business Relationships With Elected Officials MCC Sect' 2-155-030(b) Pursuant to MCC Sect. 2-156-030(b), it is illegal for any elected official, or any person acting at the direction of such official, to contact 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 any business relationship that creates a financial interest on the part of the official, or the domestic partner or spouse of the official, or from whom or which he has derived any income or compensation during the preceding twelve months or from whom or which he reasonably expects to derlve any income or compensation in the following twelve months. ln addition, no elected official may participate in any discussion in any City Council committee hearing or in any City Council meeting or vote on any matter involving the person with whom the elected official has any business relationship that creates a financial interest on the part of the official, or the domestic partner or spouse of the official, or from whom or which he has derived any income or compensation during the preceding twelve months or from whom or which he reasonably expects to derive any income or compensation in the following twelve months. Violation of MCC Sect. 2-156-030 by any elected official with respect to this contract will be grounds for termination of this contract. The term financial interest is defined as set forth in MCC Chapter 2156. 3.3.6.2. MCC 1-23 and72O ltCS 5/33E Bribery, Debts, and Debarment Certification The Contractor or each joint venture partner, if applicable, must complete the appropriate subsections in the EDS which certify that the Contractor or each joint venture partner, its agents, employees, officers and any subcontractors (a) have not been engaged in or been convicted of bribery or attempted bribery of a public officer or employee of the City of Chicago, the State of lllinois, any agency of the federal government or any state or local government in the United States or engaged in or been convicted of bid-rigging or bid-rotation activities as defined in this section as required by the lllinois Criminal Code; (b) do not owe any debts to the State of lllinois, in accordance with 65 ILCS 5/t!-42.1-1 and (c) are not presently debarred or suspended; Certification Regarding Environmental Compliance; Certification Regarding Ethics and lnspector General; and Certification Regarding Court-Ordered Child Support Compliance. Contractor, in performing under this contract shall comply with MCC Sect.2-92-320, as follows: No person or business entity shall be awarded a contract or sub-contract ifthat person or business entity: (a) has been convicted of bribery or attempting to bribe a public officer or employee of the City of Chicago, the State of lllinois, or any agency of the federal government or of any state or local government in the United States, in that officers or employee's official capacity; or (b) has been convicted of agreement or collusion among bidders or prospective bidders in restraint of freedom of competition by agreement to bid a fixed price, or otherwise; or (c) has made an admission of guilt Stondord Terms ond Conditions, 09.10.2015 20 lmpound Facility Monagement, Boot Releose, Towing ond Reloted Services Deportment of Streets and Søn¡totion, SpeciÍ¡cot¡on Number 735025 of such conduct described in (a) or (b) above which is a matter of record but has not been prosecuted for such conduct. For purposes of this section, where an official, agent or employee of a business entity has committed any offense under this section on behalf of such an entity and pursuant to the direction or authorization of a responsible official thereof, the business entity will be chargeable with the conduct. One business entity will be chargeable with the conduct of an affiliated agency. lneligibility under this section will continue for three (3) years following such conviction or admission. The period of ineligibility may be reduced, suspended, or waived by the CPO under certain specific circumstances. Reference is made to Section 2-92-320 for a definition of affiliated agency, and a detailed description of the conditions which would permit the CPO to reduce, suspend, or waive the period of ineligibility. 3.3.6.3. Federal Terror¡st (No-Business) List Contractor warrants and represents that neither Contractor nor an Affiliate, as defined below, appears on the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Ent¡ty List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Bureau of lndustry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment. "Affiliate" means a person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Contractor. A person or entity will be deemed to be controlled by another person or entity if it is controlled in any manner whatsoever that results in control in fact by that other person or entity, either acting individually or acting jointly or in concert with others, whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise. 3.3.6,4. Governmental Ethics Ordinance 2-156 Contractor must comply with MCC Ch. 2-156, Governmental Ethics, including but not limited to MCC Sect. 2-156-120 pursuant to which no payment, gratuity or offer of employment will be made in connection with any City contract, by or on behalf of a subcontractor to the prime Contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. Any contract negotiated, entered into, or performed in violation of any of the provisions of this Chapter will be voidable as to the City. 3.3.6.5. Lobbyists Contractor must comply with Chapter 2-156 of the Municipal Code. Contractor acknowledges that any Agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156, including any contract entered into with any person who has retained or employed a non-registered lobbyist in violation of Section 2-156-305 of the Municipal Code is voidable as to the City. 3.3.7. Restrict¡ons on Business Dealings 3.3.7.t.Conflicts of lnterest The Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, in any enterprise which would conflict in any manner or degree with the performance of the work, services or goods to be provided hereunder. The Contractor further covenants that in its performanceoftheContractnopersonhavinganysuchinterestshall beemployed. lftheCity determines that the Contractor does have such a conflict of interest, the City will notify the Contractor in writing, stating the basis for its determination. The Contractor will thereafter have 30 days in which to respond with reasons why the Contractor believes a conflict of interest does not exist. lf the Contractor does not respond or if the City still reasonably determines a conflict of interest to exist, the Contractor must terminate its interest in the other enterprise. Stondord Terms and Conditions, 09.1.0,2015 27 lmpound Focility Management, Boot Releose, Towing ond Reloted ServÌces Deportment of Streets ond Son¡totion, Specif¡cat¡on Number 735O25 3.3.7.2. Prohibition on Certa¡n Contributions, Mayoral Executive Order 2011-4 No Contractor or any person or entity who directly or indirectly has an ownership or beneficial interest in Contractor of more Ìhan7.5% ("Owners"), spouses and domestic partners of such Owners, Contractor's Subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any Subcontractor of more lhan7.5% ("Sub-owners") and spouses and domestic partners ofsuch Sub-owners (Contractor and all the other preceding classes of persons and entities are together, the "ldentified Parties"), shall make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee during (i) the bid or other solicitation process for this Contract or Other Contract, including while this Contract or Other Contract is executory, (ii) the term of this Contract or any Other Contract between City and Contractor, and/or (iii) any period in which an extension of this Contract or Other Contract with the City is being sought or negotiated. Contractor represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached the Contractor or the date the Contractor approached the City, as applicable, regarding the formulation of this Contract, no ldentified Parties have made a contr¡bution of any amount to the Mayor or to his political fundraising committee. Contractor shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee. The ldentified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2017-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2OLL-4. Violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2OLL-4 constitutes a breach and default under this Contract, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Contract, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein. lf Contractor violates this provision or Mayoral Executive Order No. 2Ot!-4 prior to award of the Contract resulting from this specification, the CPO may reject Contractor's bid. For purposes of this provision: "Other Contract" means any agreement entered into between the Contractor and the City that is (i) formed under the authority of MCC Ch. 2-92; (ii) for the purchase, sale or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved and/or authorized by the City CounciÍ. "Contribution" means a "political contribution" as defined in MCC Ch.2-L56, as amended. "Political fundraising committee" means a "political fundraising committee" as defined in MCC Ch. 2-L56, as amended. 3.3.8. Debts Owed to the C¡ty; Anti-Scofflaw, MCC Sect. 2-92-380 ln addition to the certifications regarding debts owed to the City in the EDS, Contractor is subject to MCC Sect. 2-92-380. Stondord Terms and Conditions, 09.10.201.5 22 lmpound Focility Monogement, Boot Releose, Towing and Reloted Services Deportment of Streets ond Sonitotion, Specificotion Number 735025 Pursuant to MCC Sect. 2-92-380 and in addition to any other rights and remedies (including set-off) available to the City under this Contract or perm¡tted at law or in equity, the City will be entitled to set off a portion of the contract pr¡ce or compensation due under the Contract, in an amount equal to the amount of the fines and penalties for each outstanding parking violation complaint and the amount of any debt owed by the contracting party to the C¡ty. For purposes ofthis section, outstanding parking violation complaint means a parking ticket, notice of parking violation, or parking violation complaint on which no payment has been made or appearance filed in the Circuit Court of Cook County within the time specified on the complaint, and debt means a specified sum of money owed to the City for which the period granted for payment has expired. However no such debt(s) or outstanding parking violation complaint(s)will be offset from the contract price or compensation due under the contract if one or more of the following conditions are met: the contracting party has entered into an agreement with the Department of Revenue, or other appropriate City department, for the payment of all outstanding parking violation complaints and debts owed to the City and the Contract¡ng party is in compliance with the agreemen or the contracting party is contesting liability for or the amount of the debt in a pending administrative or judicial proceeding; or the contracting party has filed a petition in bankruptcy and the debts owed the City are dischargeable in bankruptcy. 3.3.9. Other City Ordinances and Policies 3.3.9.1. False Statements False statements made in connection with this Contract, including statements in, omissions from and failures to timely update the EDS, as well as in any other affidavits, statements or Contract Docurnents constitute a material breach of the Contract. Any such misrepresentation renders the Contract voidable at the option of the City, notwithstanding any prior review or acceptance by the City of any materials containing such a misrepresentation. ln addition, the C¡ty may debar Contractor, assert any contract claims or seek other civil or criminal remedies as a result of a misrepresentation (including costs of replacing a terminated Contractor pursuant to MCC Sect. 1-21010. 3.3.9.2. MacBride Pri ncip les Ord i na n ce, M CC Sect. 2-92-580 This law promotes fair and equal employment opportunities and labor practices for religious minorities in Northern lreland and provide a better working environment for all citizens in Northern lreland. ln accordance with MCC Sect. 2-92-580, if the primary Contractor conducts any business operations in Northern lreland, it is hereby required that the Contractor will make all reasonable and good faith efforts to conduct any business operations in Northern lreland in accordance with the MacBride Principles for Northern lreland as defined in lllinois Public Act 85-1390 (1988 lll. Laws 3220). For those bidders who take exception in competitive bid contracts to the provision set forth above, the City will assess an eight percent (8%) penalty. This penalty will increase their bid price for the purpose of canvassing the bids in order to determine who is to be the lowest responsible bidder. This penalty will apply only for purposes of comparing bid amounts and will not affect the amount of any contract payment. The provisions of this Section will not apply to contracts for which the City receives funds administered by the United States Department of Transportation (USDOT) except to the extent Congress has directed that USDOT not withhold funds from states and localities that choose to implement selective purchasing policies based on agreement to comply with the MacBride Principles for Northern lreland, or to the extent that such funds are not otherwise withheld by the USDOT. 3.3.9.3. 2014 Hiring Plan Prohibitions Standard Terms ond Conditions, 09.1-0,2015 23 lmpound FocÌlity Monogement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Son¡tdt¡on, Spec¡f¡cot¡on Number 1,35025 A. The City is subject to the June ].6,2OI4 "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") enteredin Shakman v. Democrotic Organization of Cook County, Case No 69 C2t45 (United States District Court for the Northern District of lllinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors. B. Contractor is aware that City policy prohibits City employees from directing any individual to apply for a position with Contractor, either as an employee or as a subcontractor, and from directing Contractor to hire an individual as an employee or as a Subcontractor. Accordingly, Contractor must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Contractor under this Contract are employees or Subcontractors of Contractor, not employees of the City of Chicago. This Contract is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Contractor. C. Contractor will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel provided under this Contract, or offer employment to any individual to provide services under this Contract, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Contract, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. lndividual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office. D. ln the event of any communication to Contractor by a City employee or City official in violation of paraeraph B above, or advocating a violation of paragraph C above, Contractor will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the lnspector General, and also to the head of the relevant City Department utilizing services provided under this Contract. Contractor will also cooperate with any inquiries by OIG Hiring Oversight. 3.3.9.4. lnspector General and Legislative lnspector General It is 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 lnspector General or the Legislative lnspector General in any investigation or hearing, if applicable, undertaken pursuant to MCC Ch. 2-56 or 2-55, respectively. Contractor understands and will abide by all provisions of MCC Ch. 2-56 and 2-55. All subcontracts must inform Subcontractors of this provision and require understanding and compliance with them. 3.3.9.5. Duty to Report Corrupt Activity Pursuant to MCC 2-L56-018, it is the duty of the Contractor to report to the lnspector General, directly and without undue delay, any and all information concerning conduct which it knows to involve corrupt activity. "Corrupt activity" means any conduct set forth in Subparagraph (aXL), (2) or (3) of Section l--23-020 of the MCC. Knowing failure to make such a report will be an event of default under this Contract. Reports may be made to the lnspector General's toll free hotline, 866rG-Tr PLr NE (866-448-47 s4l. 3.3.9.6. Electronic Mail Communication Standord Terms ond Conditions, 09.70,201.5 24 lmpound Facility Monogement, Boot Releose, Towing ond Reloted Serv¡ces Deportment of Streets ond Son¡totion, Specificotion Number 735025 Electronic mail communication between Contractor and C¡ty employees must relate only to business matters between Contractor and the City. 3.3.9.7. EDS Update Obligation Contractor is required to notify the City and update the EDS whenever there is a change in circumstances that makes any certification or information provided in an EDS inaccurate, obsolete or misleading. Failure to notify the City and update the EDS is grounds for declaring the Contractor in default, termination of the Contract for default, and declaring that the Contractor is ineligible for future contracts. 3.3.9.8. WheelTax (City St¡ckerl Contractor must pay all Wheel Tax required by Chapter 3-56 of the MCC, as amended from time to time. Contractor should take particular notice of MCC 3-56-020 and MCC 3-56-125 which relate to payment of the tax for vehicles that are used on City streets or on City property by City residents. For the purposes of Chapter 3-56, any business that owns, leases or otherwise controls a place of business within the City wherein motor vehicles or semi-trailers are stored, repaired, serviced, or loaded or unloaded in connection with the business is also considered to be a City resident. 3.3.10. Compliance with Environmental laws and Related Matters 3.3.10.1. Definitions For purposes of th¡s section, the following definitions shall apply: Environmental Agencv: An Environmental Agency is any governmental agency having responsibility, in whole or in part, for any matter addressed by any Environmental Law. An agency need not be responsible only for matters addressed by Environmental Law(s) to be an Environmental Agency for purposes of this Contract. Environmental Claim: An Environmental Claim is any type of assertion that Contractor or any Subcontractor is liable, or allegedly is liable, or should be held liable, under any Environmental Law, or that Contractor or any Subcontractor has or allegedly has violated or otherwise failed to comply with any Environmental Law. A non-exhaustive list of Environmental Claims includes, without limitation: demand letters, lawsuits and citations of any kind regardless of originating source. Environmental Law: An Environmental Law is any Law that in any way, directly or indirectly, in whole or in part, bears on or relates to the environment or to human health or safety. A nonexhaustive list of Environmental Laws includes without limitation the Comprehensive Environmental Response, Compensation and Liability Act,42 U.S.C. 960L, et seq., the Resource Conservation and Recovery AcT,42 U.S.C. 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5L01, et seq., the Clean Air Act, 42 U.S.C. 74OL, et seq., the Federal Water Pollution Control Act, 33 U.S.C. L25L, et seq., the Occupational Safety and Health Act,29 U.S.C. 651, et seq., the lllinois Environmental Protection Act,415 ILCS 5/1, et seq., the lllinois Health and SafetyAct,820 ILCS 2251.OL, et seq., Chapters 7-28 and 1.1-4 of the Chicago Municipal Code, and all related rules and regulations. Law(s): The word "Law" or "Laws," whether or not capitalized, is intended in the broadest possible sense, including without limitation all federal, state and local: statutes; ordinances; codes; rules; regulations; administrative and judicial orders of any kind; requirements and prohibitions of permits, licenses or other similar authorizations of any kind; court decisions; common law; and all other legal requirements and prohibitions. Routine: As applied to reports or notices, "routine" refers to a report or notice that must be made, submitted or filed on a regular, periodic basis (e.g., quarterly, annually, biennially) and that in no way arises from a spill or other release or any kind, or from an emergency response situation, or from any actual, possible or alleged noncompliance with any Environmental Law. 3.3.LO.2. Jo¡ntVentures Standord Terms ond Condítions, 09,70.2015 25 lmpound f ocility Monogement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Son¡tot¡on, Spec¡f¡cdt¡on Number 735025 lf Contractor or any Subcontractor is a joint venture, then every party to every such joint venture is deemed a Subcontractor for purposes of this section, which is entitled "Compliance with Environmental Laws and Related Matters" and every subsection thereof. 3.3.10.3. Compliance With Environmental Laws Any noncompliance, by Contractor or any Subcontractor, with any Environmental Law during the time that this Contract is effective ¡s an event of default, regardless of whether the noncompliance relates to performance of this Contract. This includes without limitation any failure by Contractor or any Subcontractor to keep current, throughout the term of this Contract, all insurance certificates, permits and other authorizatíons of any kind that are required, directly or indirectly, by any Environmental Law. 3.3.10.4. Costs Any cost arising directly or indirectly, in whole or in part, from any noncompliance, by Contractor or any Subcontractor, with any Environmental Law, will be borne by the Contractor and not by the City. No provision of this Contract is intended to create or constitute an exception to this provision. 3.3.10.5. Proof of Noncompliance; Authority; Cure Any adjudication, whether administrative or judicial, against Contractor or any Subcontractor, for a violation of any Environmental Law, is sufficient proof of noncompliance, and therefore of an event of default, for purposes of this Contract. Any citation issued to/aga¡nst Contractor or any Subcontractor, by any government agent or entity, alleging a violation of any Environmental Law, is sufficient proof of noncompliance for purposes of this Contract, and therefore of an event of default, if the citation contains or is accompanied by, or the City otherwise obtains, any evidence sufficient to support a reasonable conclusion that a violation has occurred. Any other evidence of noncompliance with any Environmental Law is sufficient proof of noncompliance for purposes of this Contract, and therefore of an event of default, if the evidence is sufficient to support a reasonable conclusion that noncompliance has occurred. The CPO shall have the author¡ty to determine whether noncompliance with an Environmental Law has occurred, based on any of the foregoing types of proof. Upon determining that noncompliance has occurred, s/he may in his/her discretion declare an event of default and may in his/her discretion offer Contractor an opportunity to cure the event of default, such as by taking specified actions, which may include without limitation ceasing and desisting from utilizing a Subcontractor. The CPO may consider many factors in determining whether to declare an event of default, whether to offer an opportunity to cure, and if so any requirements for cure, including without limitation: the seriousness of the noncompliance, any effects of the noncompliance, Contractor's and/or Subcontractor's history of compliance or noncompliance with the same or other Laws, Contractor's and/or Subcontractor's actions or inaction towards mit¡gating the noncompliance and its effects, and Contractor's or Subcontractor's actions or inaction towards preventing future noncompliance. 3.3.10.6. Copies of Notices and Reports; Related Matters lf any Environmental Law requires Contractor or any Subcontractor to make, submit or file any nonRoutine notice or report of any kind, to any Environmental Agency or other person, including without limitation any agency or other person having any responsibility for any type of emergency response activity, then Contractor must deliver a complete copy of the notice or report (or, in the case of legally required telephonic or other oral notices or reports, a comprehensive written summary of same) to the Law Department within 48 hours of making, submitting or filing the original report. The requirements of this provision apply, regardless of whether the subject matter of the required notice or report concerns performance of this Contract. Failure to comply with any requirement of this provision is an event of default. Standord Terms ond Conditions, 09.L0.201.5 26 lmpound Focility Mondgement, Boot Release, Towing ond Reloted Services Department of Streets ond Sonitotion, Specificotion Number L35025 3.3.10.7. Requests for Documents and lnformation lf the Commissioner requests documents or information of any kind that directly or indirectly relate(s) to performance of this Contract, Contractor must obtain and provide the requested documents and/or information to the Commissioner within 5 business days. Failure to comply with any requirement of this provision is an event of default. 3.3.10.8. Environmental Claims and Related Matters Within 24 hours of receiving notice of any Environmental Claim, Contractor must submit copies of all documents constituting or relating to the Environmental Claim to the Law Department . Thereafter, Contractor must submit copies of related documents if requested by the Law Department. These requirements apply, regardless of whether the Environmental Claim concerns performance of this Contract. Failure to comply with any requirement of this provision is an event of default. 3.3.10.9. Preference for Recycled Materials it does not reduce or impair the quality of any work or services, Contractor must use recycled products in performance of the Contract pursuant to U.S. Environment Protection Agency (U.S. EPA) guidelines at 40 CFR Parts 247-253, which implement section 6002 of the Resource Conservation and Recovery Act, as amended, 42 USC S 6962. To the extent practicable and economically feasible and to the extent that 3.3.10.10. No Waste Disposal in Public Way MCC 11-4-1600(E) Contractor warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation of the following sections of the Code (collectively, the Waste Sections): 7-28-390 Dumping on public way; 7-28-440 Dumping on real estate without permit; I!-4-L4LO Disposal in waters prohibited; t1-4-L42O Ballast tank, bilge tank or other discharge; 1L-4-L45O Gas manufacturing resid ue; 11-4-1500 Treatment and disposal of solid or liquid waste; 11-4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; and 11-4-1560 Screening requirements. During the period while this Contract is executory, Contractor's or any Subcontractor's violation of the Waste Sections, whether or not relating to the performance of this Contract, constitutes a breach of and an event of default under this Contract, for which the opportunity to cure, if curable, will be granted only at the sole discretion of the CPO. Such breach and default entitles the City to all remedies under the Contract, at law or in equity. This section does not limit the Contractor's and its Subcontractors' duty to comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether or not they appear in this Contract. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Contract, and may further affect the Contractor's eligibility for future contract awards. 3.4. Contract Disputes 3.4.1. Procedure for Bringing Disputes to the Department The Contractor and using Department must attempt to resolve all disputes arising under this Contract in good faith, taking such measures as, but not limited to investigating the facts of the dispute and meeting to discuss the issue(s). Stondord Terms ond Conditions, 09.10.2015 27 lmpound Foc¡liLy Mondgement, Boot Releose, Tow¡ng and Reloted Services Deportment of Streets ond Sonitotion, Specification Number 735025 ln order to bring a dispute to the Commissioner of a Department, Contractor must provide a general statement of the basis for its claim, the facts underlying the claim, reference to the applicable Contract provisions, and all documentation that describes, relates to and supports the claim. By submitting a Claim, the Contractor certifies that: A. B. The Claim is made in good faith; The Claim's supporting data are accurate and complete to the best of the person's knowledge and belief; C. The amount of the Claim accurately reflects the amount that the claimant believes is due from the City; and D. The certifying person is duly authorized by the claimant to certify the Claim. The Commissioner shall have 30 days from receipt of the Claim to render a written "final decision of the Commissioner" stating the Commissioner's factual and contractual basis for the decision. However, the Commissioner may take an additional period, not to exceed 10 days, to render the final decision. lf the Commissioner does not render a "final decision of the Commissioner" within the prescribed time frame, then the Claim should be deemed denied by the Commissioner. 3.4.2. Procedure for Bringing Disputes before the CPO Only after the Commissioner has rendered a final decision denying the Contractor's claim may a dispute be brought before the CPo. lf the Contractor and using Department are unable to resolve the dispute, prior to seeking any judicial action, the Contractor must and the using Department may submit the dispute the CPO for an administrativedecisionbaseduponthewrittensubmissionsoftheparties. Thepartysubmittingthe dispute to the CPO must include documentation demonstrating its good faith efforts to resolve the dispute and either the other party's failure to exercise good faith efforts or both parties' inability to resolve the dispute despite good faith efforts. The decision of the CPO is final and binding. The sole and exclusive remedy to challenge the decision of the CPO is judicial review by means of a common law writ of certiorari. The administrative process is described more fully in the "Regulations of the Department of Procurement Services for Resolution of Disputes between Contractors and the City of Chicago", which are available in City Hall, 121 N. LaSalle Street, Room 103, Bid and Bond Room, and on-line at: http://www.cityofchicago.orglcontent /dam/cilV/depts/dps/RulesRegulations/Dispute_Regulations_200 2.pdf 3.5. Events of Default and Termination 3.5.1. Events of Default ln addition to any breach of contract and events of default described within the Contract Documents, the follow¡ng constitute an event of default: A. B. 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 of its obligations under this Contract including the following: C. Failure to perform the Services with sufficient personnel and equipment or with sufficient material to ensure the t¡mely performance of the Services D. E. Failure to have and maintain all professional licenses required by law to perform the Services; Failure to timely perform the Services; Standard Terms ond Conditions, 09.1-0.2015 28 lmpound Facility Manogement, Boot Releose, Towing ond Reloted Serv¡ces Depurtment of Streets ond Sønitotion, Specificotion Number 735025 F. Failure to perform the Services in a manner reasonably satisfactory to the Commissioner or the or inability to perform the Services satisfactorily as a result of insolvency, filing for CPO bankruptcy or assignment for the benefit of creditors; G. Failure to promptly re-perform, as required, within a reasonable time and at no cost to the City, Services that are rejected as erroneous or unsatisfactory; H. Discontinuance of the Services for reasons within Contractor's reasonable control; l. Failure to update promptly EDS(s) furnished in connection with this Contract when the information or responses contained in it or them is no longer complete or accurate; J. Failure to comply with any other term of this Contract, including the provisions concerning insurance and nondiscrimination; and K. Any change in ownership or control of Contractor without the pr¡or written approval of the CPO, which approval the CPO will not unreasonably withhold. L. Contractor's default under any other Contract it may presently have or may enter into with the City during the life of this Contract. Contractor acknowledges and agrees that in the event of a default under this Contract the City may also declare a default under any such other agreements. M. Contractor's repeated or continued violations of City ordinances unrelated to performance under the Contract that in the opinion of the CPO indicate a willful or reckless disregard for City laws and regulations. N. Contractor's use of a subcontractor that ¡s currently debarred by the City or otherwise ineligible to do business with the City. 3.5.2. Cure or Default Notice The occurrence of any event of default perm¡ts the City, at the City(s sole option, to declare Contractor in default. The CPO will give Contractor wr¡tten notice of the default, either in the form of a cure notice ("Cure Notice"), or, if no opportunity to cure will be granted, a default notice ("Default Notice"). lf a Cure Notice is sent, the CPO may in his/her sole discretion will give Contractor an opportunity to cure the default within a specified period of time, which will typically not exceed 30 days unless extended by the CPO. The period of time allowed by the CPO to cure will depend on the nature of the event of default and the Contractor's ability to cure. ln some circumstances the event of default may be ofsuchanaturethatitcannotbecured. FailuretocurewithinthespecifiedtimemayresultinaDefault Notice to the Contractor. Whether to issue the Contractor a Default Notice is within the sole discretion of the CPO and neither that decision nor the factual basis for it is subject to review or challenge under the Disputes provision of this Contract lf the CPO issues a Default Notice, the CPO will also indicate any present intent the CPO may have to terminatethisContract. Thedecisiontoterminateisfinal andeffectiveupongivingthenotice. lfthe CPO decides not to terminate, this decision will not preclude the CPO from later deciding to terminate the Contract in a later notice, which will be final and effective upon the giving of the notice or on such later date set forth in the Default Notice. When a Default Notice with intent to terminate is given, Contractor must discontinue any Services, unless otherwise directed in the notice. 3.5.3. Remedies After giving a Default Notice, the Cíty may invoke any or all of the following remedies: Stondard Terms ond Conditions, 09.10.2015 29 lmpound Facility Management, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Sanitation, Specificotîon Number 735025 A. The right to take over and complete the Services, or any part of them, at Contractor(s expense and as agent for Contractor, either directly or through others, and bill Contractor for the cost of the Services, and Contractor must pay the difference between the total amount of this bill and the amount the City would have paid Contractor under the terms and conditions of this Contract for the Services that were assumed by the City as agent for Contractor B. The right to term¡nate this Contract as to any or all of the Services yet to be performed effective at a time specified by the City; C. The right to seek specific performance, an injunction or any other appropriate equitable remedy; D. The right to seek money damages; E. The right to withhold all or any part of Contractor's F. compensation under this Contract; The right to deem Contractor non-responsible in future contracts to be awarded by the City. 3.5.4. Non-Exclusivity of Remedies The remedies under the terms of this Contract are not intended to be exclusive of any other remedies provided, but each and every such remedy is cumulative and is in addition to any other remedies, existing now or later, at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any event of default impairs any such right or power, nor is it a waiver of any event of default nor acquiescence in it, and every such right and power may be exercised from time to time and as often as the City considers expedient. 3.5.5. City Reservation of Rights lf the CPO considers it to be in the City(s best interests, the CPO may elect not to declare default or to terminate this Contract. The parties acknowledge that this provision is solely for the benefit of the City and that if the City permits Contractor to continue to provide the Services despite one or more events of default, Contractor is in no way relieved of any of its responsibilities, duties or obligations under this Contract, nor does the City waive or relinquish any of its rights. 3.5.6. Early Termination The City may terminate this Contract, in whole or in part, at any t¡me by a notice in writing from the City to the Contractor. The effective date of termination will be the date the notice is received by the Contractor or the date stated in the notice, whichever is later. After the notice is received, the Contractor must restrict its activities, and those of its Subcontractors, to activities pursuant to direction from the City. No costs incurred after the effective date of the termination are allowed unless the termination is partial. Contractor is not entitled to any anticipated profits on services, work, or goods that have not been provided. The payment so made to the Contractor is in full settlement for all services, work or goods satisfactorily provided under this Contract. lf the Contractor disputes the amount of compensation determined by the City to be due Contractor, then the Contractor must initiate dispute settlement procedures in accordance with the Disputes provision. lf the City's election to terminate this Contract for default pursuant to the default provisions of the Contract is determined in a court of competent jurisdiction to have been wrongful, then in that case the termination is to be deemed to be an early termination pursuant to this Early Termination provision. 3.6. Department-specific Requirements Contractor must comply with the relevant user Department's specific requirements in the performance of this Contract if applicable. 3.6.1. Department of Aviation Standard Requirements For purposes of this section "Airport" refers to either Midway lnternational Airport or O'Hare lnternational Airport, which are both owned and operated by the City of Chicago. Stondard Terms ond Conditions, 09.1-0,2015 30 tmpound Focility Monogement, tsoot Releqse,lowing ond Reloted Services Deportment of Streets ond Son¡totion, Specificotion Number 1,35025 3.6.1.1. Confidentiality of Airport Security Data Contractor has an ongoing duty to protect confidential information, including but not limited to any information exempt from disclosure under the lllinois Freedom of lnformation Act such as information affecting security of the airport ("Airport Security Data"). Airport Security Data includes any Sensitive Security lnformation as defined by 49 CFR Part 1520. Contractor acknowledges that information provided to, generated by, or encountered by Contractor may include Airport Security Data. lf Contractor fails to safeguard the confidentiality of Airport Security Data, Contractor is liable for the reasonable costs of actions taken by the City, the airlines, the Federal Aviation Administration ("FAA"), or the Transportation Security Administration ("TSA") that the applicable entity, in its sole discretion, determines to be necessary as a result, including without limitation the design and construction of improvements, procurement and installation of security devices, and posting ofguards. All Subcontracts or purchase orders entered into by the Contractor, with parties providing material, labor or services to complete the Work, must contain the language of this section. lf the Contractorfailsto ¡ncorporatethe required language in all Subcontracts or purchase orders, the provisions of this section are deemed incorporated in all Subcontracts or purchase orders. 3.6.1.2. Av¡ation Security This Contract is subject to the airport secur¡ty requirements of 49 United States Code, Chapter 449, as amended, the provisions of which govern airport security and are incorporated by reference, including without limitation the rules and regulations in 14 CFR Part 107 and all other applicable rules and regulations promulgated under them. All employees providing services at the City's airports must be badged by the City. (See Airport Security Badges.) Contractor, Subcontractors and the respective employees of each are subject to such employment investigations, including criminal history record checks, as the Administrator of the Federal Aviation Administration ("FAA"), the Under Secretary of the Transportation Security Administration ("TSA"), and the City may deem necessary. Contractor, Subcontractors, their respective employees, invitees and all other persons under the control of Contractor must comply strictly and faithfully with any and all rules, regulations and directions which the Commissioner, the FAA, or the TSA may issue from time to time may issue during the life of this Contract with regard to security, safety, maintenance and operation of the Airport and must promptly report any information regarding suspected violations in accordance with those rules and regulations. Gates and doors that permit entry into restricted areas at the Airport must be kept locked by Contractor at all times when not in use or under Contractor's constant security surveillance. Gate or door malfunctions must be reported to the Commissioner without delay and must be kept under constant surveillance by Contractor until the malfunction is remedied. 3.6.1.3. Airport Security Badges As part of airport operations and security, the Contractor must obtain from the airport badging office Airport Secur¡ty Badges for each of his employees, subcontractors, material men, invitees or any person(s) over whom Contractor has control, which must be visibly displayed at all times while at the airport. No person will be allowed beyond security checkpoints without a valid Airport Security Badge. Each such person must submit signed and properly completed application forms to receive Airport Security Badges. Additional forms and tests may be required to obtain Airport Drivers Certification and Vehicle Permits. The application forms will solicit such information as the Commissioner may require in his discretion, including but not limited to name, address, date of birth (and for vehicles, driver's license and appropriate stickers). The Contractor is responsible for requesting and completing the form for each employee and subcontractor employee who will be workingattheAirportandall vehiclestobeusedonthejobsite. Uponsignedapproval ofthe application by the Commissioner or his designee, the employee will be required to attend a presentation regarding airport security and have his or her photo taken for the badge. The Commissioner may grant or deny the application in his sole discretion. The Contractor must make Stondord Terms ond Conditions, 09,10.2015 31 lmpound Focility Monãgement, Boot Release, Towing and Reloted Services Deportment of Streets ond Son¡totion, Specifîcotion Number 735025 available to the Commissioner, within one day of request, the personnel file of any employee who will be working on the project. As provided in Aviation Security above, in order for a person to have an A¡rport Security Badge that allows access to the airfield or aircraft, a criminal history record check (CHRC) conducted by the Department of Aviation willalso be required. The CHRC willtypically include a fingerprint analysis by the Federal Bureau of lnvestigation and such other procedures as may be required by the TSA. Airport Security Badges, Vehicle Permits and Drivers Licenses will only be issued based upon properly completed application forms. Employees or vehicles without proper credentials may be removed from the secured area and may be subject to fine or arrest. Contractor will be jointly and severally liable for any fines imposed on its employees or its Subcontractors employees. ln addition to other rules and regulations, the following rules related to Airport Security Badges, Vehicle Permits and Drivers Licenses must be adhered to: A. Each person must wear and display his or her Airport Security Badge on their outer apparel at all times while at the airport. B. All individuals operating a vehicle on the Aircraft Operations Area (AOA) must be familiar and comply with motor driving regulations and procedures of the State of lllinois, City of Chicago and the Department of Aviation. The operator must be in possession of a valid, State-issued Motor Vehicle Operators Driver's License. All individuals operating a vehicle on the AOA without an escort must also be in possession of a valid Aviation-issued Airport Drivers Permit. C. All operating equipment must have an Airport Vehicle Access Permit affixed to the vehicle at all times while operating on the Airport. All required City stickers and State Vehicle lnspection stickers must be valid. D. lndividuals must remain within their assigned area and haul routes unless otherwise instructed by the Department of Aviation. E. The Contractors personnel who function as supervisors, and those that escort the Contractors equipment/operators to their designated work sites, may be required to obtain an added multi-area access designation on their personnel Airport Security Badge which must also be displayed while on the AOA. 3.6.1.4. General Requirements Regarding Airport Operations 3.6.1.4.1. Priority of Airport Operat¡ons Where the performance of the Contract may affect airport operation, the Contractor must cooperate fully with the Commissioner and his representatives in all matters pertaining to public safety and airport operation. Whether or not measures are specifically required by this Contract, the Contractor at all times must maintain adequate protection to safeguard aircraft, the public and all persons engaged in the work and must take such precaution as will accomplish such end, without interference with aircraft, the public, or maintenance and operations of the airport. The Contractor's attention is drawn to the fact that airport facilities and infrastructure, including but not limited to runways, taxiways, vehicular roadways, loadways, loading aprons, concourses, holdrooms, gates, and passenger right-of-ways, are being used for scheduled and unscheduled civilian air transportation. Arrivals and departures are under the control of the FAA control tower(s). Use ofthe Airport for air transportation takes precedence over all ofthe Contractor's operations. No extra compensation will be allowed for any delays brought about by the operations of the Airport which require that Contractor's work must be interrupted or moved from one part of the work site to another. 3.6.1.4.2. lnterruption of Airport Operations Stondord Terms ond Conditions, 09.10.2015 32 lmpound Facilîty Mønogement, Boot Releøse, Towing and Reloted Services Deportment of Streets ond Son¡tdtÌon, Specificotion Number L35025 lf Contractor requires interruption of Airport facilities or utilities in order to perform work, Contractor must notifo the Deputy Commissioner in charge of the project at least five (5) working days in advance of such time and must obtain the Deputy Commissioner's approval pr¡or to interrupting the service. lnterruption of service must be kept to an absolute minimum, and to the extent practicable the work which occasions such interruptions must be performed in stages in order to reduce the time of each interruption. ln case of interruptions of electrical services, service must be restored prior to sunset of the same day. Prior to start of work, the Contractor must request of the Deputy Commissioner in charge of the project to provide specific requirements and instructions which are applicable to the particular work site areas, including, but not limited to, areas available for storage of any equipment, materials, tools and supplies needed to perform the work. Contractors must advise the Deputy Commissioner in charge of the project of the volume of equipment, materials, tools, and supplies that will be required in the secured areas of the airport in order to make arrangements for inspection of such equipment, materials, tools, and supplies at a security checkpoint. 3.6.1.4.3.Safeguarding of Airport Property and Operations The Contractor must not permit or allow its employees, subcontractors, material men, invitees or any other persons over whom Contractor has control to enter or remain upon, or to bring or permit any equipment, materials, tools, or supplies to remain upon any part of the work site if any hazard to aircraft, threat to airport security, or obstruction of airport maintenance and operations, on or off the ground, would be created in the opinion of either the Commissioner or the Deputy Commissioner. Contractors must safeguard, and may be required to account for, all items brought beyond a security checkpoint, especially with respect to tools used in a terminal building. 3.6.1.4.4.Work on the Airfield For any work on the airfield, between sunset and sunrise, any equipment and materials stored outside must be marked with red obstruction lights acceptable to the Commissioner and in conformity with all FAA requirements, includ¡ng Advisory Circular 150/5345-43F. All obstruction lights must be kept continuously in operation between sunset and sunrise 7 days a week and also during any daylight periods when aircraft ceiling is below 500 feet and visibility is less than 5 miles. lnformation on ceiling and visibility may be obtained by the Contractor on request at the office of the Deputy Commissioner of Operations or from the FAA Control Tower Operator. Proper compliance with these obstruction light requirements is essential to the protection of aircraft and human life and the Contractor has the responsibility of taking the ¡nitiative at all times to be aware of ceiling and visibility conditions, without waiting for the FAA Control Tower Operator or any other City representative to ask the Contractor to post obstruction lights. For any work on the airfield, the Contractor must furnish aircraft warning flags, colored orange and white, in two sizes, one size 2' x 3' for hand use, and one size 3' x 5'. Each separate group or individual in all work areas, regardless of whether or not near runways, taxiways or aprons, must display a flag which must be maintained vertical at all times. Each truck or other piece of equipment of the Contractor must have attached to it, in a vertical and clearly visible position, a warning flag of the larger size. Except as otherwise agreed by the Commissioner or his designee, all cranes or booms used for construction work on the airfield must be lowered to ground level and moved 200 feet off the runways, taxiways and aprons during all hours of darkness and during all daylight hours when the aircraft ceiling is below the minimums specified in this section. The Contractor acknowledges the importance of fully complying with the requirements of this sectioninordertoprotectaircraftandhumanlife,onorofftheground. Failureonthepartof the Contractor to perform the work in accordance with the provisions of this section and to Stondord Terms ond Conditions, 09.1.0.20L5 33 lmpound Fucilìty Monogement Boot Releose, Towing ond Reloted Services Depdrtment oÍ Streets and Sønitot¡on, Specification Number 735025 enforce same with regard to all subcontractors, material men, laborers, invitees and all other persons under the Contractor's control is an event ofdefault. 3.6. 1.4.5. Parking Restrictions Prior to commenc¡ng work, the Contractor must provide the Deputy Commissioner in charge of the project with an estimate of the number of vehicles that will require parking. Contractors are encouraged to provide employee parking elsewhere and shuttle their employees to the work site. The Department of Aviation may, but is not required to, provide parking areas for a limited number of vehicles in designated storage areas. All other vehicles must be parked in the public parking lots at the Airport, and there will be no reduced rate or complimentary parking for such vehicles. Employees must not, at any time, park the¡r personal automobiles, no matter how short the duration, in any drive, road, or any other non-parking lot location at the airport. Such vehicles will be subject to immediate towing at the employees expense. 3.6.1.5. General Civil Rights (Airport and Airway lmprovement Act of 1982, Section 520) The contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title Vl of the Civil Rights Act of L964. 3.6.2. Emergency Management and Communications (OEMCI Security Requirements 3.6.2.l.ldentification of Workers and Vehicle All employees and vehicles working within O.E.M.C facilities must be properly identified. All vehicles and personnel passes will be issued to the Contractor by the Executive Director, as required. Contractor, Subcontractors, and employees must return identification material to the Executive Director upon completion of their respective work within the Project, and in all cases, the Contractor must return all identification material to the Executive Director after completion of the Project. Final Contract Payment will not be made until all passes issued have been returned to O.E.M.C Security. 3.6.2.2. Access to Fac¡¡¡t¡es For purposes of this section, "employee" refers to any individual employed or engaged by Contractor or by any Subcontractor. lf the Contractor, or any employee, in the performance of this Contract, has or will have access to a Office of Emergency Management and Communications (O.E.M.Clfacility, the City may conduct such background and employment checks, including criminal history record checks and work permit documentation, as the Executive Director of the Office of Emergency Management and Communications and the City may deem necessary, on the Contractor, any Subcontractor, or any oftheir respective employees. The Executive Director ofthe Office of Emergency Management and Communications has the right to require the Contractor to supply or provide access to any additional information the Executive Director deems relevant. Before beginning work on the project, Contractor must: Provide the City with a list of all employees requiring access to enable the City to conduct such background and employment checks; Deliver to the City consent forms signed by all employees who will work on the project consenting to the City's and the Contractor's performance of the background checks described in this Section; and Deliver to the City consent forms signed by all employees who will require access to the O.E.M.C facility consenting to the searches described in this Section. The Executive Director may preclude Contractor, any Subcontractor, or any employee from performing work on the project. Further, the Contractor must immediately report any information Standard Terms ond Cond¡t¡ons, 09.70.201.5 34 lmpound Focility Monogement, Boot Release, Towing ond Reloted Services Depottment of Streets ond Sonitot¡on, Specif¡catîon Number 735025 to the Executive Director relating to any threat to O.E.M.C infrastructure or facilities or the water supply of the City and must fully cooperate with the City and all governmental entities investigating the threat. The Contractor must, notwithstanding anything contained in the Contract Documents to the contrary, at no additional cost to the City, adhere, and cause its Subcontractors to adhere, to any security and safety guidelines developed by the City and furnished to the Contractor from time to time during the term of the Contract and any extensions of it. Each employee whom Contractor wishes to have access to an O.E.M.C facility must submit a signed, completed "Area Access Application" to the O.E.M.C to receive a O.E.M.C Security Badge. lf Contractor wishes a vehicle to have access to a O.E.M.C facility, Contractor must submit a vehicle access application for that vehicle. The applications will solicit such information as the Executive Director may require in his discretion, including name, address, date of birth (and for vehicles, driver's license and appropriate stickers). The Contractor is responsible for requesting and completing these forms for each employee who will be working at O.E.M.C facilities and all vehicles to be used on the job site. The Executive Director may grant or deny the application in his sole discretion. The Contractor must make available to the Executive Director, within one (1) day of reguest, the personnel file of any employee who will be working on the project. At the Executive Director's request, the Contractor and Subcontractor must maintain an employment history of employees going back five years from the date Contractor began Work or Services on the project. lf requested, Contractor must certify that it has verified the employment history as required on the form designated by the Executive Director. Contractor must provide the City, at ¡ts request, a copy of the employment history for each employee. Employment history is subject to audit by the City. 3.6.2.3. Security Badges and Vehicle Permits O.E.M.C Security Badges and Vehicle Permits will only be issued based upon properly completed Area Access Application Forms. Employees or vehicles without proper credentials will not be allowed on O.E.M.C property. The following rules related to Security Badges and Vehicle Permits must be adhered to: A. Each employee must wear and display the O.E.M.C Security Badge issued to that employee on his or her outer apparel at all times. B. At the sole discretion of the Executive Director and law enforcement officials, including but not limited to the Chicago Police Department, Cook County Sheriffs Office, lllinois State Police or any other municipal, state or federal law enforcement agency, all vehicles (and their contents) are subject to interior and/or exterior inspection entering or exiting O.E.M.C facilities, and all employees and other individuals entering or exiting O.E.M.C facilities are subject to searches. Vehicles may not contain any materials other than those needed for the project. The Executive Director may deny access to any vehicle or individual in his sole discretion. C. All individuals operating a vehicle on O.E.M.C property must be familiar and comply with motor driving regulations and procedures of the State of lllinois and the City of Chicago. The operator must be in possession of a valid, state-issued Motor Vehicle Operator's Driver License. D. E. All required City stickers and State Vehicle lnspection stickers must be valid. lndividuals must remain within their assigned area and haul routes unless otherwise instructed by the city. F. as shown or designated on the Contract Documents Executive Director. The Executive Director may deny Drawings or determined by the vehicle or individual poses some security risk to access when, in his sole discretion, the Access to the Work sites will be o.E.M.C. Stondard Terms ond Conditions, 09.10.20L5 35 lmpound Focility Monogement, Boot Releose, Towing ond Reloted Services Deportment of Streets and Sanitot¡on, Spec¡f¡cat¡on Number 735025 3.6.2.4. Gates and Fences Whenever the Contractor receives permission to enter O.E.M.C property in areas that are exit/entrance points not secured by the City, the Contractor may be required to provide gates that comply with O.E.M.C design and construction standards. Contractor must provide a licensed and bonded security guard, subject to the Executive Director's approval and armed as deemed necessary by the Executive Director, at the gates when the gates are in use. O.E.M.C Security will provide the locks. Failure to provide and maintain the necessary security will result in an immediate closure by O.E.M.C personnel of the point of access. Stockpiling materials and parking of equipment or vehicles near O.E.M.C security fencing is prohibited. Any security fencing, gates, or alarms damaged by the Contractor or its Subcontractors must be manned by a licensed and bonded security guard ofthe Contractor at Contractor's expense until the damaged items are restored. Contractor must restore them to their original condition within an eight (8) hour period from the time of notice given by the Executive Director. Temporary removal of any security fencing, gate or alarm to permit construction must be approved by the Executive Director, and Contractor must man the site by a licensed and bonded security guard, approved by and armed as deemed necessary by the Executive Director, at Contractor's expense, on a twenty-four (241 hour basis during the period of temporary removal. Contractor must restore the items removed to their original condition when construction is completed. 3.6.2.5. Hazardous or lllegal Materials Unauthorized hazardous or illegal materials, including but not limited to hazardous materials as defined in 49 Ç.F.R. Parts 100-185 (e.g. explosives, oxidizers, radiological materials, infectious materials), contraband, firearms and other weapons, illegal drugs and drug paraphernalia, may not be taken on O.E.M.C property. Alcoholic beverages are also prohibited. 3.6.3. Chicago Police Department Security Requirements As part of Police operations and security, the Contractor must obtain from the Police Department, Security Badges for each of its employees, subcontractors, material men, invitees or any person(s) over whom Contractor has control, which must be visibly displayed at all times while at any Police Department facility. No person will be allowed beyond security checkpoints without a valid Secur¡ty Badge. Each such person must submit signed and properly completed application forms to receive Security Badges. The application forms will solicit such information as the Superintendent may require; including but not limited to name, address, date of birth (driver's license). The Contractor is responsible for requesting and completing the form for each employee and subcontractors employee. The Superintendent may grant or deny the application in his sole discretion. The Contractor must make available to the Superintendent, within one (1) day of request, the personnel file of any employee who will be working on the project. ln addition to other rules and regulations, the following rules related to Security Badges, must be adhered to: A. Each person must wear and display his or her Security Badge on their outer apparel at all times while at any Chicago Police Department facil¡ty. B. lndividuals must remain within their assigned area unless otherwise instructed by the Chicago Police Department. 3.6.4. Department of Water Management ('DOWM") Security Requirements 3.6.4.t. ldentification of Workers and Vehicles All employees and vehicles working within DOWM facilities must be properly identified. All vehicles and personnel passes will be issued to the Contractor by the Commissioner, as required. Contractor, Subcontractors, and employees must return identification material to the Commissioner upon completion of their respective work within the Project, and in all cases, the Contractor must Stondard Terms ond Conditions, 09.1.0.2015 36 lmpound l:acility Manogement, Boot Releose, Towing ond Related Serv¡ces Deportment of Streets ond Sonitotion, Specificotion Number 735025 return all identification material to the Commissioner after completion of the Project. Final Contract Payment will not be made until all passes issued have been returned to DOWM Security. 3.6.4.2. Access to Fac¡l¡t¡es For purposes of this section, "employee" refers to any individual employed or engaged by Contractor or by any Subcontractor. lf the Contractor, or any employee, in the performance of this Contract, has or will have access to a Department of Water Management (DOWM) facility, the City may conduct such background and employment checks, including criminal history record checks and work permit documentation, as the Commissioner of the Department of Water Management and the City may deem necessary, on the Contractor, any Subcontractor, or any oftheir respective employees. The Commissioner of the Department of Water Management has the right to require the Contractor to supply or provide access to any additional information the Commissioner deems relevant. Before beginning work on the project, Contractor must: Provide the City with a list of all employees requiring access to enable the City to conduct such background and employment checks; Deliver to the City consent forms signed by all employees who will work on the project consenting to the City's and the Contractor's performance of the background checks described in this Section; and Deliver to the City consent forms signed by all employees who will require access to the DOWM facility consenting to the searches described in this Section. The Commissioner may preclude Contractor, any Subcontractor, or any employee from performing work on the project. Further, the Contractor must immediately report any information to the Commissioner relating to any threat to DOWM infrastructure or facilities or the water supply of the City and must fully cooperate with the City and all governmental entities investigating the threat. The Contractor must, notwithstanding anything contained in the Contract Documents to the contrary, at no additional cost to the City, adhere, and cause its Subcontractors to adhere, to any security and safety guidelines developed by the City and furnished to the Contractor from time to time during the term of the Contract and any extensions of it. 3.6.4.3. Security Badges and Vehicle Permits Each employee whom Contractor wishes to have access to a DOWM facility must submit a signed, completed "Area Access Application" to the DOWM to receive a DOWM Security Badge. lf Contractor wishes a vehicle to have access to a DOWM facility, Contractor must submit a vehicle access application for that vehicle. The applications will solicit such information as the Commissioner may require in his discretion, including name, address, date of birth (and for vehicles, driver's license and appropriate st¡ckers). The Contractor is responsible for requesting and completing these forms for each employee who will be working at DOWM facilities and all vehicles to be used on the job site. The Commissioner may grant or deny the application in his sole discretion. The Contractor must make available to the Commissioner, within one (1) day of request, the personnel file of any employee who will be working on the project. At the Commissioner's request, the Contractor and Subcontractor must maintain an employment history of employees going back five years from the date Contractor began Work or Services on the project. lf requested, Contractor must certify that it has verified the employment history as required on the form designated by the Commissioner. Contractor must provide the City, at its request, a copy of the employment history for each employee. Employment history is subject to audit by the City. DOWM Security Badges and Vehicle Permits will only be issued based upon properly completed Area Access Application Forms. Employees or vehicles without proper credentials will not be allowed on DOWM property. The following rules related to Security Badges and Vehicle Permits must be adhered to: Stondard Terms and Condit¡ons, 09.1.0,201.5 37 lmpound Facility Monagement, Boot Releose, Towing ond Reløted Services Deportment of Streets and Son¡tat¡on, Spec¡f¡cot¡on Number 135025 A. Each employee must wear and display the DOWM Security Badge issued to that employee on h¡s or her outer apparel at all times. B. At the sole discretion of the Commissioner and law enforcement officials, including but not limited to the Chicago Police Department, Cook County Sheriffs Office, lllinois State Police or any other municipal, state or federal law enforcement agency, all vehicles (and their contents) are subject to interior and/or exterior inspection entering or exiting DOWM facilities, and all employees and other individuals entering or exiting DOWM facilities are subject to searches. Vehicles may not conta¡n any materials other than those needed for the project. The Commissioner may deny access to any vehicle or individual in his sole discretion. C. All individuals operating a vehicle on DOWM property must be familiar and comply with motor driving regulations and procedures of the State of lllinois and the City of Chicago. The operator must be in possession of a valid, state-issued Motor Vehicle Operator's Driver License. D. All required City stickers and State Vehicle lnspection stickers must be valid. E. lndividuals must remain within their assigned area and haul routes unless otherwise instructed by the city. F. Access to the Work sites will be as shown or designated on the Contract Documents Drawings or determined by the Commissioner. The Commissioner may deny access when, in his sole discretion, the vehicle or individual poses some security risk to DOWM. 3.6.4.4. Gates and Fences Whenever the Contractor receives permission to enter DOWM property in areas that are exit/entrance points not secured by the City, the Contractor may be required to provide gates that comply with DOWM design and construction standards. Contractor must provide a licensed and bonded security guard, subject to the Commissioner's approval and armed as deemed necessary by the Commissioner, at the gates when the gates are in use. DOWM Security will provide the locks. Failure to provide and maintain the necessary security will result in an immediate closure by DOWM personnel ofthe point of access. Stockpiling materials and parking of equipment or vehicles near DOWM security fencing is prohibited. Any security fencing, gates, or alarms damaged by the Contractor or its Subcontractors must be manned by a licensed and bonded security guard of the Contractor at Contractor's expense until the damaged items are restored. Contractor must restore them to their orig¡nal condition within an eight (8) hour period from the time of notice given by the Commissioner. Temporary removal of any security fencing, gate or alarm to permit construction must be approved by the Commissioner, and Contractor must man the site by a licensed and bonded security guard, approved by and armed as deemed necessary by the Commissioner, at Contractor's expense, on a twenty-four (24) hour basis during the period of temporary removal. Contractor must restore the ¡tems removed to their original condition when construction is completed. 3.6.4.5. Hazardous or lllegal Materials Unauthorized hazardous or illegal materials, including but not limited to hazardous materials as defined in 49 C.F.R. Parts 100-185 (e.g. explosives, oxidizers, radiological materials, infectious materials), contraband, firearms and other weapons, illegal drugs and drug paraphernalia, may not be taken on DOWM property. Alcoholic beverages are also prohibited. Stondord Terms and Conditions, 09.10.201.5 38 lmpound Focility Monagement, Boot Releose, Towing and Reloted Services Deportment of Streets dnd Son¡totion, Spec¡f¡cotion Number 735025 ARTICTE 4. TERMS FOR PROFESSIONAT SERVICES - SINGIE PROJECT 4.1. Providing Services The Contractor must not honor any verbal requests for Services or perform or bill for any Services without receipt of a written Purchase Order issued by the Department. Any work performed by the Contractor without a written Purchase Order is done at the Contractor's risk. Consequently, in the event a written Purchase Order is not provided by the City, the Contractor releases the City form any liability whatsoever to pay for any work performed provided without a Purchase Order. 4.2. Standard of Performance Contractor must perform all Servíces required of it under this Contract with that degree of skill, care and diligence normally shown by a Contractor in the community performing services of a scope and purpose and magnitude comparable with the nature of the Services to be provided under this Contract. Contractor acknowledges that it may be entrusted with or may have access to valuable and confidential information and records of the City and with respect to that information only, Contractor agrees to be held to the standard of care of a fiduciary. Contractor must ensure that all Services that require the exercise of professional skills or judgment are accomplished by professionals qualifìed and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide the City 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 form and content satisfactory to the Department and delivered in a timely manner consistent with the requirements of this Contract. a lf Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City's rights against Contractor either under this Contract, at law or in equity. Contractor shall not have control over, or charge ol and shall not be responsible for, construction means, methods, schedules, or delays, or for safety precautions and programs in connection with construction work performed by others. To the extent they exist, the City may furnish structural, mechanical, chemical, air, and water pollution and hazardous materials tests, and other laboratory and environmental tests, inspections, and reports required by law or by authorities having jurisdiction over any work, or reasonably requested by Contractor. ln the event Contractor's Services include any remodeling, alteration, or rehabilitation work, City acknowledges that certain design and technical decisions shall be made on assumptions based on available documents and visual observations of existing conditions. 4.3. Deliverables ln carrying out its Services, Contractor must prepare or provide to the City various Deliverables. "Deliverables" include work product, produced by Contractor, including but not limited to written reviews, reports, recommendations, charts, analysis, designs, plans, specifications, drawings, or other similar products. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Contract or reasonably necessary for the purpose for which the City made this Contract. lf the City determines that Contractor has failed to comply with the foregoing standards, the City has 30 days from the discovery to notify Contractor of its failure. lf Contractor does not correct the failure within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Contract. Terms Íor Professionol Services Single Project 09.07.2075 39 lmpound Føc¡lity Mondgement, Boot Releose, Towing and Related Serv¡ces Deportment of streets ond Sonìtot¡on, Specification Number 135025 Partial or incomplete Deliverables may be accepted for review only when required for a specific and well- definedpurposeforthebenefitoftheCityandwhenconsentedtoinadvancebytheCity. SuchDeliverables as satisfying the requirements of th¡s Contract and the City's acceptance of partial or incomplete Deliverables in no way relieves Contractor of its commitments under this Contract. will not be considered 4.4. Add¡t¡onal Services Additional Services means those Services which are within the general scope of Services of this Contract, but beyond the descript¡on of services in the Detailed Specifications and all services reasonably necessary to complete the Additional Services to the standards of performance required by this Contract. Any Additional Services requested by the Department require the approval by the City through a formal amendment pursuant to Section 1.4.9 of the Standard Terms and Conditions before Contractor is obligated to perform those Additional Services and before the City becomes obligated to pay for those Additional Services. 4.5. Timeliness of Performance Contractor must provide the Services and Deliverables within the term and within the time limits required under this Contract, pursuant to Detailed Specifications or as specified in the applicable Task Order or Purchase Order. Further, Contractor acknowledges that TIME lS OF THE ESSENCE and that the failure of Contractor to comply with the time limits may result in economic or other losses to the City. Neither Contractor nor its agents, employees or Subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reason of delays or hindrances in the performance ofthe Services, whether or not caused by the City. 4.6. Suspension The City may at any time request that Contractor suspend its Services, or any part of them, by giving 15 days prior written notice to Contractor or upon informal oral, or even no notice, in the event of emergency. No costs incurred after the effective date of such suspension are allowed. Contractor must promptly resume its performance of the Services under the same terms and conditions as stated in this Contractor upon written notice by the Chief Procurement Officer and such equitable extension of time as may be mutually agreed upon by the Chief Procurement Officer and Contractor when necessary for continuation or completion of Services. Any additional costs or expenses actually incurred by Contractor as a result of recommencing the Services must be treated in accordance with the compensation provisions of this Contract. No suspension of this Contract is permitted in the aggregate to exceed a period of 45 days within any one year of this Contract. lf the total number of days of suspension exceeds 45 days, Contract by written notice to the City may treat the suspension as an early termination of this Agreement under the "Standard Terms and Conditions." 4.7. Personnel 4.7.1. Adequate Staff¡ng Contractor must, upon receiving a fully executed copy of this Contract, assign and maintain during the term of this Contract and any extension of it an adequate staff of competent personnel that is fully equipped, licensed as appropriate, available as needed, qualified and assigned to perform the Services. The level of staffing may be revised from time to time by notice in writing from Contractor to the City with a detailed explanation and/or justification only with prior written consent of the Commissioner, which consent the Commissioner will not withhold unreasonably. The City may also from time to time request that the Contractor adjust staffing levels to reflect workload and level of required Services or Additional Services. 4,7.2.Key Personnel ln selecting the Contractor for this Contract the City relied on the qualifications and experience of those persons identified by Contractor by name as performing the Services ("Key Personnel"). Contractor must not reassign or replace Key Personnel without the written consent of the Commissioner, which consent the Commissioner will not unreasonably withhold. The Commissioner may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Contract Terms for Professionol Services Single Project 09.01.2015 40 lmpound Focility Mdnagement, Boot Releose, Towing ond Reloted Serv¡ces Deportment of Streets ond Son¡tot¡on, Spec¡fìcatìon Number 135025 by one or more Key Personnel. Upon that notice Contractor must immediately suspend the services of such person(s) and provide a replacement of comparable qualifications and experience who is acceptable to the Commissioner. Contractor's Key Personnel, if any, are identified in the Scope of Services / Detailed Specifications portion of this Contract. 4.7.3. Salaries and Wages Contractor and any subcontractors must pay all salaries and wages due all employees performing Services underthis Contract unconditionally and at least once a month without deduction or rebate on any account, except only for those payroll deductions that are mandatory by law or are permitted under applicable law and regulations. lf in the performance of this Contract 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 paragraph is solely for the benefit of the City and that it does not grant any third party beneficiary rights. 4.8. Ownership of Documents Except as otherwise agreed to in advance by the Commissioner in writing, all Deliverables, data, findings or information in any form prepared or provided by Contractor or provided by City under this Contract are property of the C¡ty, including all copyrights inherent in them or their preparation. During performance of its Services, Contractor is responsible for any loss or damage to the Deliverables, data, findings or information while in Contractor's or any Subcontractor's possession. Any such lost or damaged Deliverables, data, findings or information must be restored at Contractor's expense. lf not restorable, Contractor must bear the cost of replacement and of any loss suffered by the City on account of the destruction. Notwithstanding the foregoing, Contractor shall retain all rights to its standard details and specifications and proprietary software, and nothing in this section shall be construed to be a transfer of rights which are not owned by Contractor. 4.9. Copyright Ownership and other lntellectual Property Contractor and the City intend that, to the extent permitted by law, the Deliverables to be produced by Contractor at the City's instance and expense under this Contract are conclusively considered "works made for hire" within the meaning and purview of Section L01 of the United States Copyr¡ght Act, 17 US.C. 5101 et seq., and that the City will be the sole copyright owner of the Deliverables and of aspects, elements and components of them in which copyright can subsist, and which are owned and transferable by, and of all rights to apply for copyright registration or prosecute any claim of infringement. To the extent that any Deliverable does not qualify as a "work made for hire", Contractor hereby irrevocably grants, conveys, bargains, sells, assigns, transfers and delivers to the City, its successors and assigns, all right, title and interest in and to the copyright and all U.S. and foreign copyright registrations, copyright applications and copyright renewals for them, and other intangible, intellectual property embodied in or pertaining to the Deliverables prepared for the City under this Contract and all goodwill relating to them, free and clear of any liens, claims or other encumbrances, to the fullest extent permitted by law. Notwithstanding the foregoing, Contractor shall retain all rights to its standard details and specifications and proprietary software, and nothing in this section shall be construed as a transfer of rights, which are not owned by Contractor. Contractor shall have no liability or duty whatsoever for any modification or change of the Deliverables or work, without Contractor's direct involvement and consent. Contractor will, and will cause all of its Subcontractors, employees, agents and other persons within its control 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 to the Deliverables, at the sole expense of the City. Contractor warrants to the City, its successors and assigns, that, on the date of delivery, except as expressly stated otherwise in writing to the Commissioner or before that date: (a) Contractor will be the lawful owner of good and marketable title in and to the copyrights for the Deliverables it prepared, (b) Contractor will have the legal rights to fully assign the copyrights, (c) Contractor will not assign any Terms for Professionol Services Single Project 09.0L.201.5 4I lmpound Focility Manogement, Boot Releose, Towing ond Reloted Services Deportment of Steets dnd Sanitation, Specif¡cotion Number 735025 copyrights and will not grant any licenses, exclusive or nonexclusive, to any other party (except pursuant to (3) below), (d) Contractor ¡s not a party to any other agreements or subject to any other restrictions with respect to the Deliverables, (e) the Deliverables will be complete, entire and comprehensive within the standard of performance under Section 2.3 of this Contract, and (f) the Deliverables will constitute works of original authorship. 4.9.1. Patents lf any invention, improvement, or discovery of the Contractor or its Subcontractors is conceived or first actually reduced to practice during performance of or under this Contract, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Contractor must notify the City immediately and provide the City a detailed report regarding such invention, improvement, or discovery. lf the City determines that patent protection for such invention, improvement, or discovery should be sought, Contractor agrees to seek patent protection for such invention, improvement, or discovery and to fully cooperate with the City throughout the patent process. The Contractor must transfer to the City, at no cost, the patent in any invention, improvement, or discovery developed under this Contract and any patent rights to which the Contractor purchases ownership with funds provided to it under this Contract. 4.9.2.Indemnity Without limiting any of its other obligations under this Contract and in addition to any other obligations to indemnity under this Contract, Contractor must, upon request by the City, indemnify, save, and hold harmless the City, and if this Contract is federally funded the Federal Government, and their respective officers, agents, and employees acting within the scope of their orig¡nal duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights; or right of privacy, arising out of the publication, translation, reproduction, delivery, use or disposition of any Deliverables furnished under the Contract. The' Contractor is not required to indemnify the City or Federal Government for any such liability arising out of the wrongful acts of employees or agents of the City or Federal Government. 4.10.Approvals Whenever Contractor is required to obtain prior written approval, the effect of any approval that may be granted pursuant to Contractor's request is prospective only from the later ofthe date approval was requested or the date on which the action for which the approval was sought is to begin. ln no event is approval permitted to apply retroactively to a date before the approval was requested. 4.11. Cooperation Contractormustatall timescooperatefullywiththeCityandactintheCity'sbestinterests. lfthisContract is terminated for any reason, or if it is to expire on its own terms, Contractor must make every effort to assure an orderly trans¡tion to another provider of the services, if any, orderly demobilization of its own operations in connection with the services, uninterrupted provision of services during anytransition period and must otherwise comply with the reasonable requests and requirements of the City in connection with the termination or expiration. 4.12. Compliance with the Americans with Disabil¡t¡es Act and Other Laws Concerning Accessibility Contractor covenants that all designs, plans and drawings produced or utilized under this Contract will address and comply with all 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. S 12L01 et seq. and the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities ("ADAAG"); the Architectural Barriers Act, Pub. L. 90-480 (1968), and the Uniform Federal Accessibility Standards ("UFAS"); and the lllinois Environmental Barriers Act, 410 ILCS 251! eL seq., and all regulations promulgated thereunder , see lllinois Administrative Code, Title 71, Chapter 1, Section 400.1L0. lf the 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. lf Contractor fails to comply with the foregoing standards, the City may, without limiting any of its remedies set forth in Terms for Professional Services Single Proiect 09.07.20L5 42 lmpound Facility Mqnogement:, Boot Releose, Towing ond Reloted Services Department oÍ Streets dnd Son¡tation, Specif¡cation Number 735025 this contractor or otherwise available at law, in equity or by statute, require Contractor to perform again, at no expense, all services required to be re-performed as a direct or indirect result of such failure. 4.13. Reimbursement for Travel ln the event that reimbursable travel is required for this contract and authorized by the City, any travel expenses will reimbursed only in accordance with the then-current City of Chicago Travel Reimbursement Guidelines . The Guidelines may be downloaded from the lnternet at: http://www.citvofchicago.orglForms. The direct link is: avelGuidelines.pdf. 4.14. Multi Project Labor Agreement (PtA) The City has entered into the PLA with various trades regarding projects involving construction, demolition, maintenance, rehabilitation, and/or renovation work, as described in the PLA, a copy of which may be found on the City's website at: http://www.cityofchicago.org/dam /citV/depts/dps/RulesRegulations/MultiProjectLaborAgreement-PLAa ndSignatoryU nions. pdf. To the extent that this Contract involves a project that is subject to the PLA, Contractor acknowledges familiarity with the requirements of the PLA and its applicability to any Work under this Contract, and shall comply in all respects with the PLA. Terms for Professionol Services Single Proiect 09.01.2015 43 lmpound Facility Monagement, Boot Releose, Towing ønd Related Services Depørtment of Streets ond San¡tot¡on, Spec¡f¡cat¡on Number 135025 5. SCOPE OF WORK AND DETAILED SPECIFICATIONS 5.1. Scope of Services This Contract is for lmpound Facility Management, Boot Release, Towing and Related Services. More specifically, the Servicesthat Contractor must provide are described in Exhibit 1, "Scope of Services." ln addition, the Contractor will comply with the provisions stated in Bh!þj!_€, Data Protection Requirement for Contractors, Vendors and Third Parties. ARTICTE This description of Services is intended to be general in nature and is neither a complete description of Contractor's Services nor a limitation on the Services that Contractor is to provide under this Contract. 5.2. List of Key Personnel Key Personnel are Gerald J. Corcoran, Jr., Kevin Corcoran and Michael Mahar. 5.3. Term of Performance This Contract takes effect as of the Effective Date and continues for sixty (60) months, unless terminated earlier or extended pursuant to the terms of this contract. The City will establish the start and expiration dates at the time of formal award and release of this contract. 5.4. Contract Extension Opt¡on 5,4.1. Extension Option The City has the option to extend the term of this Contract for up to five additional twelve (12) month terms beyond the sixty month term set forth above, subject to mutually agreeable terms and conditions accepted by Contractor and subject to acceptable performance by the Contractor and contingent upon the appropriation of sufficient funds for the procurement of services provided for in this Contract. Before expiration of the then current term, the Chief Procurement Officer will give the Contractor notice, in writing, that the City is exercising its option to renew the Contract for the approaching option period. The date on which the Chief Procurement Officer gives notice is the date the notice is mailed, if it is mailed, or the date the notice is delivered, if sent by courier or messenger service. The 181 day extension for the purposes of providing continuity of service, described in the Standard Terms and Conditions article of this Contract, may be exercised in lieu of an option period or following the exhaustion of all option periods and does not require formal amendment of the Contract. 5.4.2. Compensat¡on for Extension Option Years Compensation for extension opt¡on years shall be the fees that are in effect the last year ofthe base term (Year 5) if mutually agreed to and accepted by Contractor. The Chief Procurement Officer shall grant a price adjustment upon request ofthe Contractor based on the amount ofContractor's increased costs as justified in detailed, supporting documentation submitted with the request for the price adjustment. The Chief Procurement Officer may require additional information to verify the price increase. lf the Chief Procurement Officer determines, in her sole discretion, that the price increase is not justified, or that the supporting documentation justifies a lesser increase, the Contractor must continue to perform for the fees then in effect, or for the fees as adjusted in the amount approved by the Chief Procurement Officer. Contractor will be eligible for such price adjustment for each optional extension year. The combined adjustment will not exceed a maximum 5% annual increase for each optional extension year. The request for price increase must be submitted within 60 days prior to the termination date of the contract. lf the price increase request is not submitted within this timeframe, the Contractor will not be entitled to a price adjustment for the upcoming year. 5.5. Payment 5.5.1. Basis of Payment Scope of Work and Detoiled Specifications 44 lmpound Føcil¡ty Management, Boot Reledse, Towing and Reloted Services Department of Streets dnd San¡tation, Specificøtion Number 735025 The City will pay Contractor according to the Schedule of Compensation in the attached Exhibit 2 for the completion of the Services in accordance with this Agreement, including the standard of performance found in "Terms for Professional Services Single Project," above. 5.5.2. Method of Payment Contractor must submit monthly invoices to the City for costs billed, as outlined in the Schedule of Compensation in EIhiþj!_Z. The invoices must be in such detail as the City requests. The City will process payment within 60 days after receipt of invoices and all supporting documentation necessary for the City to verify the Services provided under this Agreement. 5.5.3. lntentionally Deleted 5.5.4. Centralized lnvoice Processing Unless stated otherwise in the Detailed Specifications, this Contract is subject to Centralized lnvoice Processing ("ClP"). lnvoices must be submitted directly to the Comptroller's office by US Postal Service mail to the follow¡ng address as appropriate: lnvoices for any City department other thon the Depaftment of Aviation: lnvoices City of Chicago, Office of the City Comptroller 121 N. LaSalle St., Room 700, City Hall Chicago, lL 60602 lnvoices for the Deportment of Aviation: Chicago Department of Aviation 10510 W. Zemke Blvd. P.O. Box 66142 Chicago, lL 60666 Attn: Finance Department OR lnvoices for any department, including Aviation, may be submitted via email to: invoices@cityofchicago.org with the word "lNVOlCE" in the subject line. All invoices must be signed, marked "original," and include the following information or payment will be delayed: o . ¡ o o ¡ ¡ o o o lnvoice number and date Contract/Purchase Order number Blanket Release number (if applicable) Vendor name and/or number Remittance address Name of City Department that ordered the goods or services Name and phone number of your contact at the ordering department lnvoice quantities, commodity codes, description of deliverable(s) Amount due Receipt number (provided by the ordering department after delivery of goods/services) lnvoice quantities, service description, unit of measure, pricing and/or catalog information must correspond to the terms of the Bid Page(s). lf applicable, if invoicing Price List/Catalog items, indicate Price List/Catalog number, item number, Price List/Catalog date, and Price List/Catalog page number on the invoice. Scope of Work ond Detailed Specifications 45 lmpound Focility Monogement, Boot Reledse, Towing ond Related Services Depørtment of Streets and Son¡tation, Specificotion Number 735025 lnvoices for over-shipments or items with price/wage escalations will be rejected unless the Contract includes a provision for such an adjustment. Freight, handling and shipping costs are not to be invoiced; deliveries are to be made F.O.B., City of Chicago. The City of Chicago is exempt from paying State of lllinois sales tax and Federal excise taxes on purchases. Contractor must not submit invoices for less than 5500 unless a particular invoice is for last payment related to closeout of services. 5.5.5. Criteria for Payment The reasonableness, allocability, and allowability of any costs and expenses charged by Contractor under this contract will be determined by the Chief Procurement Officer and the Commissioner in their sole discretion. ln the event of a dispute between Contractor and the City as to whether any particular charge will be paid, or as to whether the amount of such charge is reasonable, allocable to the services under the contract, or allowable, the Contractor must, and the Department may, refer such dispute to the Chief Procurement Officer for resolution in accordance with the Contract Disputes section of this contract. The City will not withhold payment for undisputed sums on such invoice while a dispute is being resolved. 5.6. Funding The source offunds for payments under this Contract is Fund number 016-0300-0812070-0740-220740. Payments under this Agreement must not exceed S60,000,000.00 without a written amendment in accordance with the Amendments section of the "Standard Terms and Conditions" above. Funding for this Contract is subject to the availability of funds and their appropriation by the City Council of the City. Scope of Work ond Detoiled Specifícations 46 lmpound Focility Monogement, Boot Releose, Tow¡nq ond Reloted Services Deportment of Streets snd Sonitotion, Specificotion Number 735025 CITY OF CHICAGO Department of Procurement Seruices Jamie L. Rhee, Chief Procurement Officer 121 North LaSalle Street, Room 806 Chicago, Illinois 60602-1284 Fax: 312-744-328L MBE & WBE SPECIAL CONDITIONS FOR COMMODITIES OR SERVICES CONTRACTS ARTICTE 6. SPECIAT CONDITIONS REGARDING MINORITY BUSINESS ENTERPRISE COMMITMENT AND WOMEN BUSINESS ENTERPRISE COMMITMENT Policy and Terms It is the policy of the City of Chicago that Local Businesses certified as Minority Owned Business Enterprises (MBE)and Women Owned Business Enterprises (WBE) in accordance with Section 2-92-420 et seq. of the Municipal Code of Chicago and Regulations Governing Certification of Minority and Women-owned Businesses and all other Regulations promulgated under the aforementioned sections of the Municipal Code, as well as MBEs and WBEs certified by Cook County, lllinois, will have full and fair opportunities to participate fully in the performance of this contract. Therefore, the Contractor will not discriminate against any person or business on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status or source of income and will take affirmative action to ensure that women and minority businesses will have the maximum opportunity to compete for and perform subcontracts for supplies or services. FOR COMMODITIES OR SERVICES 6.1. Pursuant to Section 2-92-430 of the Municipal Code of Chicago, the Chief Procurement Officer has established a goal of awarding not less than 25% of the annual dollar value of all non-construction contracts to certified MBEs and 5% of the annual dollar value of all non-construction contracts to certified WBEs. Accordingly, the Contractor commits to make Good Faith Efforts to expend at least the following percentages of the total contract price (inclusive of any and all modifications and amendments), if awarded, for contract participation by MBEs and WBEs: MBE Percentage WBE Percentage to.0% s.0% This commitment is met by the Contractor's status as a MBE or WBE, or by a joint venture with one or more MBEs or WBEs as prime contractor (to the extent of the MBE or WBE participation in such joint venture), or by subcontracting a portion of the work to one or more MBES or WBEs, or by the purchase of materials used in the performance of the contract from one or more MBEs or WBEs, or by the indirect participation of MBEs or WBEs in other aspects of the Contractor's business (but no dollar of such indirect MBE or WBE participation will be crêdited more than once against a Contractor's MBE or WBE commitment with respect to all government Contracts of such Contractor), or by any combination of the foregoing. Note: MBE/WBE participation goals are separate and those businesses certified with the City of Chicago as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE, but not both to demonstrate compliance with the Contract Specific Goals. As noted above, the Contractor may meet all or part of this commitment by contracting with MBEs or WBEs for the provision of goods or services not directly related to the performance of this Contract. However, in determining the manner of MBE/WBE participation, the Contractor will first consider involvement of MBEs/WBEs as joint venture partners, subcontractors, and suppliers of goods and services directly related to theperformanceofthisContract. lnappropriatecases,theChiefProcurementOfficerwill requirethe M/WBE Spec¡al Conditions for Commodities & Services 05.09.20L4 47 lmpound Focility Monagement, Boot Releose, Towing ond Related Services Department of Streets ond Son¡tot¡on, Spec¡f¡cot¡on Number L35025 Contractor to demonstrate the specific efforts undertaken by it to involve MBEs and WBEs directly in the performance of this Contract. The Contractor also may meet all or part of this commitment through credits received pursuant to Section 292-530 of the Municipal Code of Chicago for the voluntary use of MBEs or WBEs in private sector contracts. Pursuant to 2-92-535, the prime contractor may apply be awarded an additional 0.333 percent credit, up to maximum of a total of 5 percent additional credit, for every 1 percent of the value of a contract selfperformed by MBEs or WBEs, or combination thereof, that have entered into a mentor agreement with the contractor. This up to 5% may be applied to the Contract Specific Goals, or it may be in addition to the Contract Specific Goals. a 6.2. Definitions "Area of Spec¡alty" means the description of an MBE or WBE firm's business which has been determined by the Chief Procurement Officer to be most reflective of the MBE or WBE firm's claimed specialty or expertise. Each MBE/WBE letter of certification contains a description of the fìrm's Area of Specialty. This information is also contained ln the Directory (defined below). Credit toward this Contract's MBE and WBE participation goals shall be limited to the participation of firms performing within their Area of Specialty. NOTICE: The Cíty of Chicogo does not moke ony representotion concerning the obility of ony MBE/WBE to perform work within their Areo of Specialty. lt is the responsibility of oll controctors to determine the copobility ond capocity of MBEs/WBEs to sotisfoctorily perform the work proposed. "8.E.P.D." means an entity certif¡ed as a Business enterprise owned or operated by people with disabilities as defined in MCC Section 2-92-586. "Bid" means a bid, proposal, or submittal detailing a description of the services or work to be provided by the contractor in response to a bid solicitation, request for proposal, request for qualification of task order request (issued in accordance with the Master Consulting Agreement) that is issued by the City. "Bidder" means any person or business entity that submits a bid, proposal, qualification or submittal that joint ventures of such seeks to enter into a contract with the City, and includes all partners, affiliates and person or entity. "Broker" means a person or entity that fìlls orders by purchasing or receiving supplies from a third party supplier rather than out of its own existing inventory and provides no commercially useful function other than acting as a conduit between his or her supplier and his or her customer. "Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her designee. "Commercially Useful Function" means responsibility for the execution of a distinct element of the work of the contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement. "Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for particular contract. a "Contractor" means any person or business entity that has entered into a contract with the City as described herein, and includes all partners, affiliates, and joint ventures of such person or entity. "Direct Participation" the value of payments made to MBE or WBE firms for work that is performed in their Area of Specialty directly related to the performance of the subject matter of the Contract will count as Direct Participation toward the Contract Specific Goals. M/WBE Speciol Conditions for Commodities & Services 05.09.2014 48 lmpound Facility Monogement, Boot Releose, Towing ond Reloted Services Department of Streets ond Son¡totion, Specificotion Number 735025 "Directory" means the Directory of Certified "Minority Business Enterprises" and "Women Business Enterprises" maintained and published by the City of Chicago. The Directory identifies firms that have been certified as MBEs and WBEs, and includes both the date of their last certification and the area of specialty in which they have been certified. Contractors are responsible for verifying the current certification status of all proposed MBE, and WBE firms. "Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that the CPO or his or her designee has determined, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfìll the program's requirements. "lndirect Participation" refers to the value of payments made to MBE or WBE firms for work that is done in their Area of Specialty related to other aspects of the Contractor's business. (Note: no dollar of such indirect MBE or WBE participation shall be credited more than once against a contractor's MBE or WBE commitment with respect to all government contracts held by that contractor.) "Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest. "Mentor-Protégé Agreement" means an agreement between a prime and MBE or WBE subcontractor pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer. "Minority Owned Business Enterprise" or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, lllinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County. "Municipal Code of Chicago" or "MCC" means the Municipal Code of the City of Chicago. "Supplier" or "Distributor" refers to a companythat owns, operates, or maintains a store, warehouse or other establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for performance of a contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the purchase and sale of the products in question. A regular distributor in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment. "Women Owned Business Enterprise" or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, lllinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County. 6.3. Joint Ventures The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime contractinglevel,andtherebymeetContractSpecificGoals(inwholeorinpart) isencouraged. Ajoint venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an MBE or WBE. a. The i. joint venture may be eligible for credit towards the Contract Specific Goals only if: The MBE or WBE joint venture partner's share in the capital contribution, control, management, risks and profits of the joint venture is equal to its ownership interest; M/WBE Speciol Cond¡t¡ons for Commodities & Services 05,09.2014 49 lmpound Facility Monogement, Boot Releose, Towing ond Reloted Services Department of Streets ond Son¡totion, Specif¡cot¡on Number 735025 ii. iii. iv. b. The MBE or WBE joint venture partner is responsible for a distinct, clearly defined portion of the requirements of the contract for which it is at risk; Each joint venture partner executes the bid to the City; and The joint venture partners have entered into a written agreement specifying the terms and conditions of the relationship between the partners and their relationship and responsibilit¡es to the contract, and all such terms and conditions are ¡n accordance with the conditions set forth in ltems i, ii, and iii above in this Paragraph a. The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the Schedule B submitted on behalf of the proposed joint venture, and all related documents to determine whether these requirements have been satisfied. The Chief Procurement Officer shall also consider the record of the joint venture partners on other City of Chicago contracts. The decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit towards meeting the Contract Specific Goals, and the portion of those goals met by the joint venture, shall be final. MBE or WBE credit for work performed by the MBE or WBE joint venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces The joint venture may receive for a distinct, clearly defined port¡on of the work. Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE or WBE partner) perform the work, then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in thejoint venture as described in Schedule B. The Chief Procurement Officer may also count the dollar value of work subcontracted to other MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the Contract Specific Goals. c. Schedule B: MBE/WBE Affidavit of Joint Venture Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. These documents must both clearly evidence that the MBE or WBE joint venture partner(s) will be responsible for a clearly defined port¡on of the work to be performed, and that the MBE's or WBE's responsibilities and risks are proportionate to its ownership percentage. The proposed joint venture agreement must include specific details related to: i. The parties' contributions of capital, personnel, and equipment and share of the costs of insurance and bonding; ii. Work items to be performed by the MBE's or WBE's own forces and/or work to be performed by employees of the newly formed joint venture entity; i¡i. Work items to be performed under the supervision of the MBE or WBE joint venture partner; and iv. The MBE's or WBE's commitment of management, supervisory, and operative personnel to the performance ofthe contract. NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct, clearlydefinedportionsofthework. Rolesassignedshouldrequireactivitiesthatareperformedonaregular, recurringbasisratherthanasneeded. Therolesmustalsobepertinenttothenatureofthebusinessfor whichcreditisbeingsought. Forinstance,ifthescopeofworkrequiredbytheCityentailsthedeliveryof goods or services to various sites in the City, stat¡ng that the MBE or WBE joint venture partner will be M/WBE Spec¡ol Conditions for Commodities & Services 05.09.2014 50 lmpound Foc¡lity Monogement, Boot Releøse, Towing ond Reloted Services Deportment of Streets and son¡totion, Specification Number 735025 responsible for the performance of all routine ma¡ntenance and all repa¡rs required to the vehicles used to deliver such goods or services is pertinent to the nature of the business for which credit is being sought. 6.4. Counting MBE/WBE Participation Toward the Contract Specific Goals Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-1 for guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE subcontracts out any portion of its work and other factors. Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm that is certified as both a MBE and a WBE may only be listed on the bidder's compliance plan under one of the categories, but not both. Only Payments made to MBE and WBE firms that meet BOTH the Commercially Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals. a. Only expenditures to firms that perform a Commerciallv Useful Function as defined above mav count toward the Contract Specifìc Goals. i. The CPO will determine whether a firm is performing a commercially useful function by evaluating the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors. b. i¡. A MBE or WBE does not perform a commercially useful function if its participation is only required to receive payments in order to obtain the appearance of MBE or WBE participation. The CPO may examine similar commercial transactions, particularly those in which MBEs or WBEs do not participate, to determine whether non MBE and non WBE firms perform the same function in the marketplace to make a determination. ¡¡¡. lndications that a subcontractor is not performing a commercially useful function include, but are not limited to, labor shifting and equipment sharing or leasing arrangements with the prime contractor or a first tier subcontractor. Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of Specialtv in which it is certified counts toward the Contract Specific Goals. c. performs the work itself :10O% of the value of work actually performed by the MBE's or WBE's own forces shall be counted toward the Contract Specific Goals, including the cost of supplies and materials purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces (except supplies and equipment the MBE or WBE subcontractor purchases or leases from the prime contractor or its affiliate). 0% of the value of work at the project site that a MBE or WBE subcontracts to a noncertified firm counts toward the Contract Specific Goals. d. lf the MBE or WBE is a manufacturer: 100% of expenditures to a MBE or WBE manufacturer for items needed for the Contract shall be counted toward the Contract Specific Goals. A manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the bidder or contractor. e. lf the MBE or WBE is a distributor or supplier: 60% of expenditures for materials and supplies purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted toward the Contract Specific Goals. f. lf the MBE or WBE is a broker: i. Zero percent (0%) of expenditures paid to brokers will be counted toward the Contract Specific Goals. M/WBE Spec¡ol Conditions for Commodities & Services 05,09.2014 51 lmpound Focility Monogement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Sonitot¡on, Spec¡f¡cot¡on Number 735025 ii. c. As defined above, Brokers provide no commercially useful function. lf the MBE or WBE is a member of the ioint venture contractor/bidder: A joint venture may count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the M BE or WBE performs with its own forces toward the Contract Specific Goals; or il lf employees of this distinct joint venture entity perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in the Schedule B. ilt A joint venture may also count the dollar value of work subcontracted to other MBEs and WBEs. h lf the MBE or WBE subcontracts out anv of its work: i. 100% of the value of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals. ii. 0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals (except as allowed by (c) above). iii. The fees or commissions charged for pr,oviding a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services. iv. The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services. v. The fees or commissions charged for providing any bonds or insurance, but not the cost of the premium itself, specifically required for the performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services. 6.5. Regulations Governing Reductions to or Waiver of MBE/WBE Goals The following Regulations set forth the standards to be used in determining whether or not a reduction or waiver of the wg¡/WBE commitment goals of a particular contract is appropriate. lf a bidder determines that it is unable to meet the MBE and/or WBE Contract-Specific Goals on a City of Chicago contract, a written request for the reduction or waiver of the commitment must be included in the bid or proposal. The written request for reduction or waiver from the commitment must be in the form of a signed petition for grant of relief from the MBE/WBE percentages submitted on the bidder's letterhead, and must demonstrate that all required efforts as set forth in this document were taken to secure eligible Minority and Women Business Enterprises to meet the commitments. The Chief Procurement Officer or designee shall determine whether the request for the reduction or waiver will be granted. A bidder will be considered responsive to the terms and conditions of these Regulations if, at the time of bid, it submits a wa¡ver request and all supporting documentation that adequately addresses the conditions for waiver of MBE/WBE goals, including proof of notification to assist agencies except: M/WBE Special Conditions for Commodities & Services 05.09.2014 52 lmpound Focility Monogement, Boot Release, Towing ond Reloted Serv¡ces Deportment of Streets ond San¡totion, Spec¡f¡cotion Number 735025 o Bidders responding to Request for Proposals (RFPs) who have been identified as a short listed candidate and/or a prospective awardee will be given a designated time allowance, but no more than fourteen (14) calendar days to submit to the Department of Procurement Services complete documentation that adequately addresses the conditions for waiver described herein; and o Bidders responding to Request for lnformation and or Qualifications (RFl/RFQs) deemed by the Chief Procurement Officer or authorized designee to be the most responsive and responsible shall submit documentation that adequately addresses the conditions for waiver described herein during negotiations. Failure to submit documentation sufficient to support the waiver request will cause the bid/proposal to be found non-responsive by the Chief Procurement Offìcer, and the bid/proposal will be rejected. ln such cases the remedies to be taken by the Chief Procurement Officer, in his or her discretion, may include, but are not limited to, forfeiture of bid deposit; negot¡at¡ng with the next lowest bidder; or re-advertising the bid/proposal. All bidders must submit all required documents at the time of bid opening to expedite the contract award. 6.5.1. Direct / lndirect Participation Each of the following elements must be present in order to determine whether or not such a reduction or waiver is appropriate. a. The bidder has documented the unsuccessful solicitation for either subcontractors or joint venture partners of at least 5O% (or at least five when there are more than eleven certified firms in the commodity area) of the appropriate certified MBE/WBE firms to perform any direct or indirect work identified or related to the advertised bid/proposal. Documentation must include but is not necessarily limited to: !. A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to certified MBE/WBE firms; 2. A listing of all MBE/WBE firms contacted that includes: o Name, address, telephone number and email of MBE/WBE firms solicited; o o 3. Date and time of contact; Method of contact (written, telephone, transmittal of facsimile documents, email, etc.) Copies of letters or any other evidence of mailing that substantiates outreach to MBE/WBE vendors that includes: o o o o o Project identification and location; Classification/commodity of work items for which quotations were sought; Date, item and location for acceptance ofsubcontractor bid proposals; Detailed statement which summarizes direct negotiations with appropriate MBE/WBE firms for specific portions of the work and indicates why negotiations were unsuccessful; Affirmation that Good Faith Efforts have been demonstrated by: o choosing subcontracting opportunities likely to achieve MBE/WBE goals; o not imposing any limiting conditions which were not mandatory for all subcontractors; M/WBE Special Conditions for Commodities & Services 05.09.2014 53 lmpound Focil¡ty Monogement, Boot Releose, Towing ond Related Services Department of Streets and Sonitation, Spec¡ficot¡on Number 735025 a provid¡ng notice of subcontracting opportunities to M/WBE firms and assist agencies at least five (5) business days in advance of the initial bid due date. OR b Subcontractor participation will be deemed excessively costly when the MBE/WBE subcontractor proposal exceeds the average price quoted by more than twenty percent (20%1. ln order to establish that a subcontractor's quote is excessively costly, the bidder must provide the following information: 7. A detailed statement of the work identified for MBE/WBE participation for which the bidder asserts the MBE/WBE quote(s) were excessively costly (in excess of 2O% higher). o o A listing of all potential subcontractors contacted for a quotation on that work item; Prices quoted for the subcontract in question by all such potential subcontractors for that work item. 2. Other documentation which demonstrates to the satisfaction of the Chief Procurement Officer that the MBE/WBE proposals are excessively costly, even though not in excess of 2O%higher than the average price quoted. This determination will be based on factors that include, but are not limited to the following: o o o o The City's estimate for the work under a specific subcontract; The bidder's own estimate for the work under the subcontract; An average ofthe bona fide prices quoted for the subcontract; Demonstrated increase in other contract costs as a result of subcontracting to the M/WBE or other firm. 6.5.2. Assist Agency Participation in wavier/reduction requests Every waiver and/or reduction request must include evidence that the bidder has provided timely notice of the need for subcontractors to an appropriate association/assist aþency representative of the MBE/WBE business community. This notice must be given at least five (5) business days in advance of the initial bid due date. The notice requirement of this Section will be satisfied if a bidder contacts at least one of the associations on Attachment A to these Regulations when the prime contractor seeks a waiver or reduction in the utilization goals. Attachment B to these Regulations provides the letter format that a prime contractor may use. Proof of notification priorto bid submittal (e.g. certified mail receipt orfacsimiletransmittal receipt)will be required to be submitted with the bid for any bid/proposal to be deemed responsive. lf deemed appropriate, the Contract Compliance Officer may contact the assist agency for verification of notification. 6.5.3. lmpracticability lf the Chief Procurement Officer determines that a lesser MBE and/or WBE percentage standard is appropriate with respect to a particular contract subject to competitive bidding prior to the bid solicitations for such contract, bid specifications shall include a statement of such revised standard. The requirements set forth in these Regulations (this subsection 6.5 "Regulations Governing Reductions to or Waiver of MBE/WBE Goals") shall not apply where the Chief Procurement Officer determines prior to the b¡d solicitations that MBE/WBE subcontractor participation is impracticable. M/WBE Spec¡ol Conditions for Commodities & Services 05,09.20L4 54 lmpound Focility Monogement, Boot Releose, Towing ond Related Services Department of Streets ond Son¡tot¡on, Spec¡ficot¡on Number 735025 This may occur whenever the Chief Procurement Officer determines that for reasons of time, need, industry practices or standards not previously known by the Chief Procurement Officer, or such other extreme circumstances as may be deemed appropriate, such a Waiver is in the best inteiests of the City. This determination may be made in connection with a particular contract, whether before the contract is let for bid, during the bid or award process, before or during negotiation of the contract, or during the performance of the contract. For all notifications required to be made by bidders, in situations where the Chief Procurement Officer has determined that time is of the essence, documented telephone contact may be substituted for letter contact. 6.6. Procedure to Determine Bid Compliance A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid demonstrating its Good Faith Efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to perform work on the contract: o An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goals; and/or o A request for reduction or waiver of the Contract Specific Goals in accordance with Section 2-92-450 of the MCC. Only compliance plans utilizing MBE and WBE firms that meet BOTH the Commercially Useful Function and Area of Specialty requirements will be counted toward the Contract Specific Goals. The following Schedules and described documents constitute the bidder's MBE/WBE proposal, and must be submitted in accordance with the guidelines stated: (1) Schedule C-1: Letter of Intent from MBE/WBE to Perform as Subcontractor, Supplier andlor Contractor. The bidder must submit the appropriate Schedule C-1 with the bid for each MBE and WBE included on the Schedule D-1. Suppliers must submit the Schedule C-1 for Suppliers, first tier subcontractors must submit a Schedule C-L for Subcontractors to the Prime Contractor and second or lower tier subcontractors must submit a Schedule C-L for second tier Subcontractors. The City encourages subcontractors to utilize the electronic fillable format Schedule C-1, which is available at the Department of Procurement Services website, http://cityofchicago.org/forms. Each Schedule C-1 must be executed by each MBE and WBE and accurately detail the work to be performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed scope of work, including a description of the commercially useful function being performed by the MBE or WBE in its Area of Specialty. lf a facsimile copy of the Schedule C-1 has been submitted with the bid, an executed original Schedule C-1 must be submitted by the bidder for each MBE and WBE included on the Schedule D-1 within five business days after the date of the bid opening. Failure to submit a completed Schedule C-l in accordance with this section shall entitle the City to deem the bid/proposal non-responsive and therefore reject the bid/proposal. (2) Letters of Certification. A copy of each proposed MBE/WBE firm's current Letter of Certification from the City of Chicago or Cook County lllinois, must be submitted with the bid/proposal. All Letters of Certification issued by the City of Chicago and Cook County include a statement of the MBE/WBE firm's Area of Specialty. The MBE/WBE firm's scope of work, as detailed by their Schedule C-1, must conform to their stated Area of Specialty. Letters of Certification for firms that the City or Cook County has found ineligible or has decertified will not be accepted. (3) Schedule B: Affidavit of Joint Venture, and Joint Venture Agreements (if applicable). M/WBE Spec¡ol Conditions for Commodities & Services 05.09.2014 55 lmpound Focility Monogement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Sonitotion, Spec¡Í¡cot¡on Number 135025 lf the bidder's MBE/WBE proposal includes the part¡cipation of a MBE/WBE as joint venture on any tier (either as the bidder or as a subcontractor), the bidder must provide a copy of the joint venture agreement and a Schedule B along with all other requirements listed in Section 6.3, "Joint Ventures," above. ln order to demonstrate the MBE/WBE partner's share in the ownership, control, management responsibilities, risks and profits of the joint venture, the proposed joint venture agreement must include specific details related to: (1) contributions of capital and equipment; (2) work responsibilities or other performance to be undertaken by the MBE/WBE; and (3) the commitment of management, supervisory and operative personnel employed by the MBE/WBE to be dedicated to the performance of the contract. The joint venture agreement must also clearly define each partner's authority to contractually obligate the joint venture and each partner's authority to expend joint venture funds (e.g., check signing authority). (4) Schedule D-1: Required Schedules Regarding MBE/WBE Utilization Bidders must submit, together with the bid, a completed Schedule D-1 committing them to the utilization of each listed MBE/WBE firm. The City encourages bidders to utilize the electronic fillable format Schedule D-1, which is available at the Department of Procurement Services website, http://cityofchicago.org/forms. Except in cases where the bidder has submitted a request for a complete waiver of or variance from the MBE/WBE commitment in accordance with Section 6.5 "Regulations Governing Reductions to or Waiver of MBE/WBE Goals" herein, the bidder must commit to the expenditure of a specific dollar amount of participation by each MBE/WBE fìrm included on their schedule D-1. The total dollar commitment to proposed MBEs must at least equal the MBE goal, and the total dollar commitment to proposed WBES must at least equal the WBE goal. Bidders are responsible for calculating the dollar equivalent of the MBE and WBE goals as percentages of their total base bids or in the case of Term Agreements, depends upon requirements agreements and blanket agreements, as percentages ofthe total estimated usage. All comm¡tments made by the bidder's Schedule D-l must conform to those presented in the submitted schedule c-1. lf Schedule c-1 is submitted after the opening, thê bidder may submit a revised Schedule D-1 (executed and notarized to conform with the Schedules C-1). Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet the Contract Specific Goals, however, contractors are encouraged to add additional MBE/WBE vendors to their approved compliance plan during the performance of the contract when additional opportunities for participation are identified. Except in cases where substantial and documented justification is provided, bidders will not be allowed to reduce the dollar commitment made to any MBE or WBE in order to achieve conformity between the Schedules C1 and D-1. All commitments for ioint venture aqreements must be delineated in the Schedule (5) B. Application for Approval of Mentor Protégé Agreement Any applications for City approval of a Mentor Protégé agreement must be included with the bid. lf the application is not approved, the bidder must show that it has made good faith efforts to meet the contract specific goals. 6.7. Report¡ng Requirements During the Term of the Contract The Contractor will, not later than thirty (30) calendar days from the award of a contract by the a. City, execute formal contracts or purchase orders with the MBEs and WBEs included in their approved MBE/WBE Utilization Plan. These written agreements will be made available to the Chief Procurement Officer upon request. b. The Contractor will be responsible for reporting payments to all subcontractors on a monthly basis in the form of an electronic report. Upon the first payment issued by the City of Chicago to the contractor for services performed, on the first day of each month and every month thereafter, email and or fax audit notifications will be sent out to the Contractor with instructions to report payments that have been made in the prior month to each subcontractor, The M/WBE Spec¡ol Conditions for Commod¡t¡es & Services 05.09.2014 56 lmpound Focility Monagement, Boot Release, Towing ond Reloted services Deportment of Streets and Sonitotion, Specificotion Number 135025 reporting of payments to all subcontractors must be entered into the Certification and Compliance Monitoring System (C21, or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month. c. Once the prime Contractor has reported payments made to each subcontractor, including zero dollar amount payments, the subcontractor will receive an email and or fax notification requesting them to log into the system and confirm payments received. All monthly confirmations must be reported on or before the 20th day of each month. Contractor and subcontractor reporting to the C2 system must be completed by the 25th of each month or payments may be withheld. d. All subcontract agreements between the contractor and MBE/WBE firms or any first tier noncertified firm and lower tier MBE/WBE firms must contain language requiring the MBE/WBE to respond to email and/or fax notifications from the City of Chicago requiring them to report payments received for the prime or the non-certified firm. Access to the Certification and Compliance Monitoring System (C2), which is a web based reporting system, can be found at: https://chícaso.mwdbe.com e. The Chief Procurement Officer or any party designated by the Chief Procurement Officer, shall have access to the contractor's books and records, including without limitation payroll records, tax returns and records and books of account, to determine the contractor's compliance with its commitment to MBE and WBE participation and the status of any MBE or WBE performing any portion of the contract. This provision shall be in addition to, and not a substitute for, any other provision allowing inspection of the contractor's records by any officer or official of the City for any purpose. f. The Contractor shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs, retaining these records for a period of at least five years after project closeout. Full access to these records shall be granted to City, federal or state authorities or other authorized persons. 6.8. Changes to Compliance Plan 6.8.1. Permissible Basis for Change Required No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or WBE subcontractors may be made without the prior written approval of the Contract Compliance Officer. Unauthorized changes or substitutions, including performing the work designated for a subcontractor with the contractor's own forces, shall be a violation of these Special Conditions and a breach of the contract with the City, and may cause termination of the executed Contract for breach, and/or subject the bidder or contractor to contract remedies or other sanctions. The facts supporting the request for changes must not have been known nor reasonably could have been known by the parties prior to entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with the subcontractor to resolve the problem. lf requested by either party, the Department of Procurement Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a reasonable price for the correct scope of work. Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis: a) b) c) d) e) Unavailability after receipt of reasonable notice to proceed; Failure of performance; Financialincapacity; Refusal by the subcontractor to honor the bid or proposal price or scope; Mistake of fact or law about the elements of the scope of work of a solicitation where reasonable price cannot be agreed; M/WBE Speciol Conditions for Commodities & Services 05.09.2014 a 57 tmpound Focility Monogement, Boot Releose, Towing and Reloted Services Deportment oÍ Streets ond Sanitotion, Spec¡ficot¡on Number 735025 f) Failure of the subcontractor to meet insurance, licensing or bonding requirements; g) The subcontractor's withdrawal of its b¡d or proposal; or h) De-certification of the subcontractor as a MBE or WBE (graduation from the MBE/WBE program does not constitute de-certification). i) Termination of a Mentor Protégé Agreement. 6.8.2. Procedure for Requesting Approval lf it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the procedure will be as follows: a) The bidder or contractor must notifo the Contract Compliance Officer and Chief Procurement Officer in wr¡t¡ng of the request to substitute a MBE or WBE or otherwise change the Compliance Plan. The request must state specifìc reasons for the substitution or change. A letter from the MBE or WBE to be substituted or affected by the change stating that it cannot perform on the contract or that it agrees with the change in its scope of work must be submitted with the request. b) The City will approve or deny a request for substitution or other change within L5 business days of receipt of the written request. c) Where the b¡dder or contractor has established the basis for the substitution to the satisfaction of the Chief Procurement Officer, it must make Good Faith Efforts to meet the Contract Specific Goal by substituting a MBE or WBE subcontractor. Documentation of a replacement MBE or WBE, or of Good Faith Efforts, must meet the requirements in section 5. lf the MBE or WBE Contract Specific Goal cannot be reached and Good Faith Efforts have been made, as determined by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or non-WBE. d) lf a bidder or contractor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of the Chief Procurement Officer to modify the Compliance Plan and must make Good Faith Efforts to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work. e) A new subcontract must be executed and submitted to the Contract Compliance Officer within five business days of the bidder's or contractor's receipt of City approval for the substitution or other change. The City shall not be required to approve extra payment for escalated costs incurred by the contractor when a substitution of subcontractors becomes necessary to comply with MBE/WBE contract requirements. 6.9. Non-Compliance and Damages W¡thout limitation, the following shall constitute a material breach of this contract and entitle the City to declare a default, terminate the contract, and exercise those remedies provided for in the contract, at law or in equity: (1) failure to demonstrate Good Faith Efforts; and (2) disqualification as a MBE or WBE of the contractor or any joint venture partner, subcontractor or supplier ¡f its status as an MBE or WBE was a factor in the award of the contract and such status was misrepresented by the contractor. Payments due to the contractor may be withheld until corrective action is taken. Pursuant to MCC 2-92-445 or 2-92-740, as applicable, remedies or sanctions may include a penalty in the amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount may be amended through change orders or otherwise over the term of the contract, and the amount paid to MBEs or WBEs, and disqualification from contracting or subcontracting on additional City contracts for up to three years. The consequences provided herein shall be in addition to any other criminal or civil liability to which such entities may be subject. M/WBE Speciol Conditions for Commodities & Services 05'09'2014 58 lmpound FocilÌty Monogement, Boot Releose, Tow¡ng ond Reloted Serv¡ces Depottment of Streets ond Sonitotion, Specificotion Number 1'35025 The contractor shall have the right to protest the final determination of non-compliance and the imposition of any penalty by the Chief Procurement Officer pursuant to MCC 2-92-445 or 2-92-740, within 15 business days of the final determination. 6.10. Arbitration a) ln the event a contractor has not complied with the contractual MBE/WBE percentages in its Schedule D, underutilization of MBEs/WBEs shall entitle the affected MBE/WBE to recover from the contractor damages suffered by such entity as a result of being underutilized; provided, however, that this provision shall not apply to the extent such underutilization occurs pursuant to a waiver or substitution approved by the City. The Ordinance and contracts subject thereto provide that any disputes between the contractor and such affected MBEs/WBEs regarding damages shall be resolved by binding arbitration before an independent arbitrator other than the City, with reasonable expenses, including attorney's fees, being recoverable by a prevailing MBE/WBE in accordance with these regulations. This provision is intended for the benefit of any MBE/WBE affected by underutilization and grants such entity specific third party beneficiary rights. Any rights conferred by this regulation are non-waivable and take precedence over any agreement to the contrary, including but not limited to those contained in a subcontract, suborder, or communicated orally between contractor and a MBE/WBE. a b) An MBE/WBE desiring to arbitrate shall contact the contractor in writing to initiate the arbitrative process. Except as otherwise agreed to in writing by the affected parties subject to the limitation contained in the last sentence of the previous paragraph, within ten (10) calendar days of the contractor receiving notification of the intent to arbitrate from the MBE/WBE the above-described disputes shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), a not-for-profit agency, with an office at 225 North Michigan Avenue, Suite 2527, Chicago, lllinois 60601-7601 [Phone: (312) 616-6560; Fax: (312) 819-0404]. All such arbitrations shall be initiated by the MBE/WBE filing a demand for arbitration with the AAA; shall be conducted by the AAA; and held in Chicago, lllinois. c) All arbitration fees are to be paid pro rata by the parties, however, that the arbitrator is authorized to award reasonable expenses, including attorney and arbitrator fees, as damages to a prevailing MBE/WBE. d) The MBE/WBE must send the City a copy of the Demand for Arbitration within ten (10) calendar days after it is filed with the AAA. The MBE/WBE also must send the city a copy of the decision of the arbitrator within ten (10) calendar days of receiving such decision. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 6.11. Equal Employment Opportun¡ty Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity and civil rights provisions as required by law. M/WBE Spec¡al Conditions for Commod¡t¡es & Services 05.09.2014 59 lmpound Focility Monogement, Boot Releose, Towing ond Reloted Services Department of Streets ond Son¡totion, Specificotion Number 735025 6.12. Attachments and Schedules The following attachments and schedules follow, they may also be downloaded from the lnternet at: http ://www.citvofchi caso.orslforms ¡ o o o Attachment A: Assist Agencies B: Sample Format for Requesting Assist Agency Comments on Bidder's Request for Reduction or Waiver of MBE/WBE Goals Attachment Schedule B: Affidavit of Joint Venture (MBE/WBE) Schedule C-1: Letter of lntent From MBE/WBE To Perform As Subcontractor, Supplier and/or Contractor .' Schedule D-1: Compliance Plan Regarding MBE/WBE Utilization M/WBE Speciol Conditions for Commodities & Services 05.09.2014 60 lmpound Focility Monagement, Boot Release, Towing ond Related Services Depørtment ol Streets and Sdnitotion, Specificotion Number 735025 Attachment A -Assist Agency List cns OEPARTMENT CITY OF CHICAGO OF PROCUREMENT ASSIST AGENCY LIST SERVICES Assist Agencies are comprised of not-for-profit agencies and/or chamber of commerce agencies that represent the interest of small, minority and/or women owned businesses. Amerlcan Brotherhood of Contractors 935 West 175th Street Homewood, lllinois 60430 Phone: (/73) 491-5640 Email: arba@construclive-business.com Asian American Buslness Expo 207 East Ohio Sl. Suite 218 Chicago, lL 60611 Phone:312-233-2810 Fax:312-268S388 Email: Janny@AsianAmedcanBusinessExpo.org Asian American lnstitute 4753 N. Broadway Sl. Suile 904 Chicago, lL 60640 Phone: (773) 271{899 Chatham Business Assoclation Small Buslness Development, lnc, 8441 S. Cottage Grove Avenue Chicago, lL 60619 Phone: (773)994-5006 Fax: (773)994-9871 E mail: melkelcba@sbcglobal.net Web: www.cbaworks.oro Chicago Area Gay & Lesbian Chamber of Commefce 3656 N. Halsted Chicago, lL 60613 Phone: (/73) 303-0167 Fax: (773) 303-0168 Email: info@glchamber.org Web: www.qlchamber.oro Fax: (773)271;1982 Email: Kernicola@aaichicago.org Web: www.aaichicsoo.oro Assoclatlon of Aslan Constructlon Enterprlses 333 N. Ogden Avenue Chicago, lL 60607 Phone: (847) 525-9693 Email: !g!¡4gIp@g!..@ Chicago Minority Supplier Development Councll, Inc. 105 W. Adams, Suile 2300 Chicago, lL 60603-6233 Phone: (312) 755-8880 Fax: (312) 755-8890 Email: pbarreda@chicagomsdc.org Web: www.chicaqomsdc.orq Black Gontractors United Chicago Urban League 4OOW. 76th Street, Suite 200 Chicago, lL 60620 Phone: (773 483-4000 Fax: (773) 483-4150 Email: bcunewera@atl.net Web: www.blackcontractosuniled.com 4510 S. Michigan Ave. Chicago, lL 60653 Phone: (/73) 285-5800 Fax: (773) 285-7772 Emaìl: president@lhechicaqourbanleaque.oro Web: www.cul-chicaqo.orq Cosmopolltan Chamber of Commerce Ch¡cago Women in Trades (CWIT) 203 N. Wabash, Suite 518 Chicago, lL 60601 Phone: (312) 499{611 Fax: (312) 332-2688 Email: ccarey@cosmococ.org Web: www.cosmochamber.orq Chicago, lL 60609-3032 Phone: (173) 376-1450 Fax: (312) 942-O8O2 E mail : cwitinfo @ønit2.org E¡ghteenth Street Development Corporation 1843 South Carpenter Chicago, lllinois 60608 Phone: (312) 733-2287 Fax: (773)-353-1683 asolo @eiohteenthslreel.oro www.eiohteenthstreet.oro M/WBE Speciol Conditions for Commodities & Services 05.09.2014 4425S.Western Blvd. Web:@ Coalition for United Gommunity Labor Force 1253W.63'd Street Chicago, lL 60636 Phone: (312) 243-5149 Email: johnrev.hatchett@comcast.nel 6L lmpound Focility Monagement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Sanitot¡on, Specif¡cat¡on Number 135025 Citv of Chicaqo of Procufement Services - Assist Acencies lcont'dì Federatlon of Women Gontractors RainbodPUSH Goalition 5650 S. Archer Avenuo lnternational Trade Bureau g30 E. 50b Street Chicago, lL 60615 Phone: (/73) 256-2781 Fax: (773) 373-4104 E mail: bevans@rainbowpush.org Web: www.rainbowoush.oro Chicago, lL 60638 Phone: (312) 360-1122 Fax: (312) 360-0239 Email: fwcchicago @aol.com Web: wr¡w.fwcch ica qo.com Hispanlc American Construction lndustry Assoc¡at¡on (HACTA) South Shore Chamber, lncorporated 650West Lake Streel Black United Funds Bldg. Chicago, lL 60661 Phone: (312) 666-5910 Fax: (312) 666-5692 Email: info@haciaworks.org Web: U4¡9.!@þS¿S4S.9fS 1750Ê.71s slreet Chicago, lL 60649-2000 Phone: (773) 955- 9508 Email: @ Web: wwlry.southshorechamberinc.orq llllnols Hlspanlc Ghamber of Commerce Suburban Minorlty Cont¡actors Assoclatlon 855 W. Adams, Suite f 00 1250 Grove Ave. Suite 200 Barrington, lL 60010 Phone: (847) 852-5010 Fax: (847) 382-1787 E mail: aprilcobra@hotmail.com Chicago, lL 60607 Phone: (312) 425€5ü) Fax: (312) 425-9510 Email: oduque@ihccbusiness.net Web: www.ihccbusiness.nel Web: www.suburbanblackcontractors.orq Latln Amerlcan Chamber of Commerce Women Conptructlon Owners & Executlves 3512 West Fullerlon Avenue Chicago, lL 60647 Phone: (773) 252-5211 Fax: (773)252-7065 Enrail: d. lorenzopad ron @ latinarnericanchamberofcommerce,com Web: www.latinamericanchamberofcommerce.com Natlonal Organization of Minority Eng¡neers 33 West (wcoE) Chicago Caucus 308 Circle Avenue Forest Park, lL 60130 Phone: (708) 366-1250 Fax: (708) 366-5418 E mail: mkm@mkmservices.com Web : U4Á¡d.Wgggusa..efg Monroe Suite 1540 Chioago, lllinois 60603 Phone: (312) 425-9560 Fax: (312) 425-9564 Email: shandy@infrastructure-en g.com vwvr¡,r.n omeonline.orq Web: Women's Business Development Center I South Michigan Ave., Suite 400 Chicago, lL 60603 Phone: (312) 853-3477 Fax: (312) 853-0145 Email: fcurry@wbdc.org Web: !4AAq.gE!9..9I9 National Associatlon of Women BusÍness Owners Chicago Chapter 230 E. Ohio, Suile 400 Chicago, lL 60611 Phone: (312) 224-2605 Fax: (312)6448557 Email: info@nawbochioago.org Web : Uu¡ry,¡gw@ehiçaqS.Sfg M/WBE Speciol Conditions for Commodities & Services 05.09,2014 62 lmpound Facility Monogement, Boot Releose, Towing and Related Services Deportment of Streets and Sonitotion, Specif¡cotion Number 7i5025 Attachment B - Sample Format for Requesting Ass¡st Agency Comments on B¡dder's Request for Reduction or Waiver of MBE/WBE Goals On Bidder/Proposer's Letterhead - SEND TO THE ASSIST AGENCIES - DO NOT SEND TO THE CITY RETURN RECEIPT REQUESTED (Date) Specification No.: Project Description: 135025 lmpound Facility Management, Boot Release, Towing and Related Services (Assist Agency Name and Address Dear - SEND TO THE ASSIST AGENCIES - DO NOT SEND TO THE CITY) : (Bidder/Proposer) intends to submit a specification with the City of Chicago. Bids are due bid/proposal in response to the above referenced advertised specification with the City of Chicago The following areas have been identified for subcontracting opportunities on both a direct and indirect basis to identify potential subcontractors have not been successful in order to meet the Disadvantaged/ Minority/Women Business Enterprise contract goal. Due to the inability to identify an appropriate DBE/MBE/WBE firm cert¡f¡ed by the City of Chicago to participate as a subcontractor or joint venture partner, a request for the waiver of the contract goals will be submitted. lf you are aware of such a fir¡n, please contact Our efforts Name of Company Representative at Address/Phone within (10) ten business days of receipt of this letter Under the City of Chicago's MBE/WBE/DBE Ordinance, your agency is entitled to comment upon this waiver request to the City of Chicago. Written comments may be directed within ten (10) working days of your receipt of this letter to: Monica Jimenez, Deputy Procurement Officer Department of Procurement Services City of Chicago 121 North La Salle Street, Room 806 Chicago, lllinois 60602 lf you wish to discuss this matter, please contact the undersigned at Sincerely, M/WBE Speciol Conditions for Commodities & Services 05,09.2014 63 lmpound Focility Monogement, Boot Releose, Towing and Reloted Services DepÕrtment of Streets ond Sonitotion, Specification Number 735025 Schedule B - Affidavit of Joint Venture SCHEDULE B: Affidavit of Joint Venture (MBE/VìíBE) This form need not be submitted if all joint venturers are MBEs and/or WBEs. ln such a case, however, a written joint venture agreement among the MBE and WBE venturers must be submitted. ln all proposed joint ventures, each MBE and/or WBE venturer must submit a copy of their current Letter of Certification. All lnforrnation Requested by this Schedule must Be Ansr¡ræred in the Spaces Provided. Do Not Refer to Your Joint Venture Agreement Except to Expand on Ansr¡rærs Provided on this Form. lf Additional Space ls Required, Additional Sheets May Be Attached. l. Name of joint venture: Address of joint venture: Phone number of joint venture: ll. ldentify each non-MBEM/BE venturer(s): Name of Firm: Address: Phone Contact person for rnalters corrcerning MB ÉWBE compliance lll. ldentify each MBEÂÂ/BE venturer(s) Name of Address: Phone: Contact person for rnatters concerning MBEM/BE compliance: lV. Describe the role(s) of the MBE and/or WBE venturer(s) in the joint venture: V Ætach a copv of the ioint venture aoreement. ln order to demonstrate the MBE and/or WBE venturer's share in the ownership, control, managem€nt responsibilities, risks and profits of the joint venture, the proposed joint venture agreement must include specific details related to: (1) the contributions of capital and equipment; (2) trcrk iterns to be performed by the MBEM/BE's own forces; (3) work items to be performed under the supervision of the MBIWBE venturer; and (4) the commitment of management, supervisory and operative personnel employed by the MBEM/BE to be dedicated to the performance of the project. vt. Ovnership of the Joint Venture. A. What are the percentage(s) of MBEM/BE ownership of the joint venture? MBE A/BE ownership percentage(s) Non-M BEMBE ownership percentage(s) B. Specify MBE/WBE percentages for each of the following (provide narrative descriptions and other detail as applicable): I Profit and loss sharing: 2 Capital contributions: Dollar amounts of initial contribution: (a) Page 1 of 5 M/WBE Speciol Conditions for Commodities & Services 05.09.20L4 64 tmpound Focil¡ty Monogement, Boot Release,'fowing ond Reloted Services Deportment of Streets ond Sonitotion, SpecifÌcation Number 135025 Schedule B: Affidavit of Joint Venture (MBEÂft BEl (b) Dollar amounts of anticipated on-going contributions: 3. Contribúions of equipment (Specify types, quality and quantities of equipnrent to be provided by each 4. Other applicable ovwrership interests, including ownership options or other agreetrents which restricl or limit ownership and/or control: 5. Provide copies of gl! vwitten agreem€nts between venturers concerning this projec't. o ldentify each current City of Chicago contract (and each contract completed during the past tvto (2) years) by a Joint venture of two or more firnrs participating in this joint venture: vil Control of and Participation in the Joint Venture. ldentify by name and firm those individuals who are, or will be, responsible for, and have the authority to engagê in the following management functions and policy decisions. (lndicate any limitations to their authority such as dollar limits and co-signatory requirements.): A. Joint venture check signing: B. Authority to enter contracts on behalf of the joint venture C. Signing, co-signing and/or collateralizing loans: D. Acquisition of lines of credit: Page 2 of 5 M/WBE Special Conditions for Commodities & Services 05.09.2014 6s lmpound Focility Manogement, Boot Releose, Towìnq ond Related Services Deportment of Streets and Sonitation, Specificotion Number 735025 Schedule B: Affidavit of Jo¡nt Venture (MBE/l¡ìrBEl E. Acquisition and indemnification of payment and performnce bonds: F. Negotiating and sþning labor agreements: G. Management of contract perforrnnce. (ldentify by name and firm only): l. Supervision of field operatbns: 2. Major purchases: 3. Estinating A, Financial Controls of joint venture: Which firm and/or individual will be responsible for keeping the books of account? B. ldentífy the rnanaging partner, if any, and describe the means and measure of their compensation c. \Â/hat authority does each venturer have to commit or obligate the other to insurance and bonding companies, financing institutions, suppliers, subcontrac'tors, and/or other parties participating in the performance of this contract or the vt¡ork of this project? tx. State the approxirmte number of operative personnel (by trade) needed to perform the joint venture's work under this contract. lndicate whether they will be employees of the non-MBEMBE firm, the firm, or the joint venture. MBE vill ^/BE Page 3 of 5 M/WBE Spec¡ol Conditions for Commodities & Services 05.09.2014 66 lmpound Føcility Monogement, Boot Releose, Towing ond Related Services Depdrtment of Streets ond Son¡totion, Specificotion Number 735025 Schedule B: Affidavit of Jo¡nt V€nture (MBE^i BE) Trade Non-MBEM/BE Firm MBSWBE Joint Venture (Number) (Number) (Numbeo A. projec't will be employees of the joint venture: Are 4y proposed joint venture employees currently employed by either venturer? Employed by MBEWBE Currently ernployed by non-MBEM/BE (number) B. ldentify by name and firm the individual wtro will be responsible for hiring joint venture employees: c. V1/hich venturer lf g¡y personnel proposed for this X. _ _ will be responsible for the preparation of joint venture payrolls: Please state any material facts of additional inforrnation pertinent to the control and structure of this joint venture. Page 4 of 5 M/WBE Speciol Conditions for Commodities & Services 05.09,2014 67 lmpound Focil¡ty Monagement, Boot Release, Towing ond Reloted Services Deportment of Streets ond Son¡totion, Specificotion Number 135025 Schedrlle B: Affidavit of Joint Venture (MBE^i BE) The undersigned afrirms that the foregoing staternents are oorrecÍ and include all material infornation necessary to identify and explain the terrns and operations of our joint venture and the intended pailicipation of each venturer in the undedaking. FuÍher, the undersigned covenant and agree to provide to the City current, complete and accurate information regarding aclual joint venture rnork and the payment therefore, and any proposed changes in any provision of the joint venture agreennnt, and to permit the audit and examination of the books, records and files of the joint venture, or those of each venturer relevant to the joint venture by authorized representatives of the City or the Federal funding agency. Any material misrepresentation will be grounds for terminating any contract which may be awarded and for initiating action under federal or state laws concerning false staternents. lf, afrer filing this Schedule B and before the completion on the joint venture's work on the project, there is any change in the information submitted, the joint venture must inform the City of Chicago, either directly or through the prine contractor if the joint venture is a subcontlaclor. &!g: Name of MBEM/BE Partner Firm Name of Non-MBEM/BE Partner Firm Signature of Affiant Signature of Affiant Name and Title of Æfiant Name and Title of Æfiant Date On this Date _ day of ,2O _, the above-signed officers personally appeared and, known to me be the persons described in the foregoing Æfidavit, acknowledged that they executed the same in the capacity therein stated and for the purpose therein contained. lN WTNESS WHEREOF, I hereunto set nry hand and official seal Signature of Notary Public My Commission Expires: (sEAL) Page 5 M/WBE Spec¡ol Conditions for Commodities & Services 05.09.2014 of 5 68 lmpound Focil¡ty Monogement, Boot Releose, Towing ond Reloted Services Deportment of Streets ond Sonitotìon, spec¡ficot¡on Numher Li5o25 Schedule C-l: letter of lntent From MBE/WBE To Perform As Subcontractor, Supplier and/or Consultant FOR SCHEDULE C.I NON.CONSTRUCTION PROJECTS ONLY MBEAIVEIE Letter of lntent to Perform as a Subcontractor. Supplier. or Consultant Specification No. Projecl From: (Name of MBEÀ\BE Firm) To: and the City of Chicago. (Name of Pr¡me Contractor) The MBE or WBE status of the undersigned is confirmed by the attached City of Chicago or Cook County, lllinois CertÍfication Letter. 100% MBE or WBE participation is credited for the use of a MBE or WBE "manufacturer." 600ó participation is credited for the use of a MBE or WBE'regular dealer." The undersigned is prepared to perform the following services in connedion with the above named projecUcontract. lf more space is required to fully desøibe the MBE or WBE proposed scope of work and/or payment schedule, including a description of the commercially useful function being performed. Attach additional sheets as necessary: The above described perlormance is offered for the following price and described terms of payment: SUB-SU BCONTRACTING LEVELS A zero (0) must be shown ¡n each blank if the MBE or \NBE will not be subcontracling any of the work listed or attached to this schedule. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to non MBE ,VBE contractors. 0,6 of the dollar value of the MBE or WBE subcontract that will be subcontracted to MBE or WBE contractors. will be subconfracîed, llst the narne of the vendor and attach a brief explanatlon, descrlptlon and pay item number of the work that will be subcontracted. MBEWBE credlt will not be glven for work subcontracted to Non-MBEIWBE contractors, except for as allowed in the Speclal Condltlons Regardlng Mlnoilty Buslness Enterprlse Commltnænt and Women Buslness Enterplse NOTICE: lf any of the MBE o¡ WBE scope of wo¡k Comniltment. The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor, conditioned upon your execution of a contract with the City of Chicago, within three (3) business days of your receipt of a signed contracl from the City of Chicago. The undersigned has entered into a formal written mentor protégé agreement as a subcontractor/protégé with you as a Pr¡meOonhactor/mentor: ( )Yes ( )No NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES. (srgnalufe ol Pr€sEenvowìer/c;Eo or Au¡notzed Agenl ol MHUwHts) Ogl2O13 M/WBE Speciol Conditions for Commodities & Services 05.09.2014 (uare) Page 1 ot 1 69 lmpound Focility Monagement, Boot Releose, Towing ond Reloted services Deportment of Streets ond Son¡totion, Specificotion Number 135025 Schedule D-1: Affidavit of lmplementat¡on of MBE/WBE Goals and Participation Plan SCHEDULE D.I Compliance Plan Regarding MBEÂAßE Utilization Affidavit of Prime Contractor FOR NON-cONSTRUCTION PROJECTS ONLY MUST BE SUBMITTEDWITH TI{E BID. FAILURE TO SUBMIT THE SCHEDULE D-1 W LL CAUSE TI{E BID TO BE REJECTEO. DUPLICATE AS NEEDED, Project Specifioation No : ln connection w¡th the above captioned contract, I HEREBY DECLARE AND AFFIRM that I am a duly authorized representative of (Name of Prime ConsultanUContractor) and lhat I have personally reviewed the material and facts set forth herein describirp our proposed plan to achieve the MBE/WBE goals of this contract /VEIE firms inoluded in this plan have been certified as such by lllinois (Letters of Certification Attached) All MBE l. the City of Chicago and/or CookCounty, Direc't Partlcipation ol MBE/WBE Flrms: NOTE: The bidder/proposer shall, in determining the manner of MBEÂñtsE participation, flrst consider involvement with MBE^/VBE firms as joint venture partners, subcontractors, and suppliers of goods and seryices directly related to the performance of this contract A B. lf bidder/proposer is a jo¡rìt venture and one or more joint verìture partners are certif¡ed MBEs or WBEs, attach cop¡es of Letters of Certification, Schedule B form and a copy of Joint Venture Agreement clearly describing the role of each IVIBE/WBE firm(s) and its ownership ¡nterest in the joint venture. Complete this section for each MBE/WBE Subcontractor/Supplier/Consultant partic¡pat¡ng on thìs contract: l. NameofM Contact Phone Dollar Value of Participation $ Percentage of Participation % Mentor Protégé Agreement (attach executed copy): Total Partlclpatlon 2. ( ) Yes ( ) No Add'l Peroerìtage Claimed:1 -% %_ Name of MBEMBE: Contact Person t The Prime Codractor may claim an additional 0.333 percent participation credit (up to a maximum of five (5) percent) for every one (1 ) percent of the value of the oontract performed S the MBãWBE protégé firm. 08DO13 M/WBE Spec¡ol Conditions for Commodities & Services 05.09.2014 Page 'l of 5 70 lmpound focil¡ty Mondgement, Boot Releose, Towing and Reloted Services Department of Streets ond Sanitotion, Specificotion Number 1,35025 Schedule D-l: Prime Gontractor Affidavit-MBEllÂlBE Compliance Plan Phone Dollar Value of Participation Percentage of Participation % Mentor Protégé Agreement (attach executed copy): Total Partlclpation 3. ( ) Yes ( ) No Add'l Percentage Claimed: % ( ) Yes ( ) No Add'l Percentage Claimed: % ( ) Yes ( ) No Add'l Percentage Claimed:_% %_ Name of MBEMBE: Contact Phone Dollar Value of Participation Percentaç of Partioipation % Mentor Protégé Agreement (attach executed copy): Total Partlclpallon to _ 4. Name of MBEMBE: Contact Phone Dollar Value of Participation Percentage of Participation 7o Mentor Protégé Agreement (attach executed copy): Totaf Participatlon to _ 5. Attach Additional Sheets as Needed ll. lndlrect Partblpatlon of MBE/Vì/BE Flrms NOTE: This section need not be completed if the MBE^/VBE goals have been met through the direct participation outlined in Section l. lf the MBE /VBE goals have not been met through direct participation, Gontractor will be expected to demonstrate that the proposed MBE /!tsE direct participation represents the maximum achievable under the circumstances Only after suoh a demonstration will indirect participation be considered. MBEM/BE Subcontractorsi/Supplierdoonsultants proposed to perform work or supply goods or services where such peformance does not directly relate to the performance of this contract: I. Name of MBEAIVBE: Address: Contact Person: 082013 M/WBE Speciol Conditions for Commodities & Services 05.09.2014 Page 2 of 5 7L lmpound Facility Monogement, Boot Releose, Towing ond Related Services Deportment of Streets and Son¡totion, Specification Number 735025 Schedule D-l: Prime Contractor Affidavit-MBEMIBE Compliance Plan Phone Dollar Value of Participation G Percentage of Participation 7o Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Cla¡med: ( )Yes ( ) No Add'l Percentage Cla¡med:_% ( ) Yes ( ) No Add'l Percentage Cla¡med: ( ) Yes ( ) No Add'l Percentage Claimed:_% % Total Partlclpat¡on % _ 2. Name of MBEMtsE: Contaot Phone Dollar Value of Participation Percentage of Participation % Mentor Protégé Agreement (attach executed copy): Total Partlclpalion 3. o/" _ Name of MBEMBE: Address: Contact Person: Phone Dollar Value of Participation q. Percentage of Participation % Mentor Protégé Agreement (aftach executed copy): Total Participat¡on % 4. % _ Name of Corìtact Person Phone N Dollar Value of Participation Percentage of Participation % Mentor Protégé Agreement (attach executed copy): Total PartlclpaLonVo 5. _ Attach Add¡tional Sheets as Needed 082013 M/WBE Speciol Conditions for Commodit¡es & Services 05,09,2014 Page 3 of 5 72 lmpound Foc¡lity Monogement, Boot Release, Towinq ond Reloted Services Deportment of Streets ond Sonitotion, Specificotion Number 735025 Schedule D-l: Prime Gontractor Affidavit-MBE/WBE Gompliance Plan !ll. Sumnnry of MBE/WBE Proposal A. MBE Proposal (Direct & lndirect) 1. MBEÞlIæ!Part¡cipation MBE Firm Name Dollar Amount Percent Amount Part¡ciDat¡on ($) Participation (%) Dollar Amount Particioation l$l Particioatíon l7.l Dollar Amount Particípation ($) PartlclDation fol"ì Dollar Amount Particioation f$l Particioation Total Direct MBE Partlcipation 2. MBE lndirect Participation MBE FIfm Name Percent Amount Total lndirect MBE Participation B. WBE Proposal (Direct 1. I lndirect) WBE Direct Participation WBE Firm Name Percent Amount Total Dí¡ect WBE Participation 2. WBE l¡Cllrec! Partioipation WBE Firm Name Percent Amount lol"1 Total lndirect WBE Participation 08/2013 M/WBE Speciol Conditions for Commodities & Services 05,09.2014 Page 4 of 5 73 lmpound Facility Monogement, Boot Releose, Towing ond Related Services Deportment of Streets ond Sdnitotion, Specificotion Number 135025 Schedule D-l: Prime Contractor Affidavit-MBEMIBE Gompliance Plan The Prime Contractor designates the following person as its MBE/WBE Liaison Officer: (Nann- Please Print or Type) (Phone) I DO SOLEMNLY DECLARE AND AFFIRM UNDER PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT, THAT NO MATERIAL FACTS }IAVE BEEN OMITTED, AND THAT I AM AUTHORIZED ON BEHALF OF THE PRIME CONTRACTOR TO fvIAKE THIS AFFIDAVIT. (Narne of Prime Contractor - State Pr¡nt or Type) County (Signaùrre) (Narp/Titlê of Afiiant- Pr¡nt or Type) (Date) On this_day of- 20- the above signed ofiicer (Name of Atfiant) personally appeared and, known by me to be the person described in the foregoing Affidavit, acknowledged that (s)he executed tl€ 6anîe ¡n the capacity stated therein and for the purposes therein contained. lN WTNESS WHEREOF, I lereunto set nry hand and seal. (Notary Public Signature) SEAL: Commission Expires: 08t2013 M/WBE Speciol Conditions for Commod¡ties & Services 05.09.2014 Page 5 of 5 74 lmpound Focility Manogement, Boot Releose, Towing ond Reloted Services Deportment oÍ Streets ond Sanitat¡on, Spec¡fìcot¡on Number 735025 ARTICTE 7. INSURANCE REQUIREMENTS The Contractor must provide and maintain for the life of this Contract and at Contractor's own expense, until Contract completion and during the time period following final completion if Contractor is required to return and perform any additional work, the insurance coverage and requirements specified below, insuring all operations related to the Contract. 7.1. lnsurance to be Provided 7.1.1. Workers Compensation and Employers tiability Workers Compensation lnsurance, as prescribed by applicable law covering all employees who are to provide a service under this Contract and Employers Liability coverage with limits of not less than S100,000 each accident, illness or disease. 7.1.2. Commercial General tiability (Primary and Umbrella) Commercial General Liability lnsurance or equivalent with limits of not less than 55,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations, separation of insureds, defense, and contractual liability (not to include Endorsement CG 2!39 or equivalent). TheCityofChicagoistobenamedasanadditional insuredundertheContractor'sandanysubcontractor'spolicy. Such additional insured coverage shall be provided on ISO endorsement form CG 2OtOlor ongoing operations or on a similar additional insured form acceptable to the City. The additional insured coverage must not have any limiting endorsements or language under the policy such as but not limited to, Contractor's sole negligence or the additional insured's vicarious liability. Contractor's liability insurance shall be primary without right of contribution by any other insurance or selfinsurance maintained by or available to the City. Contractor must ensure that the City is an additional insured on insurance requ i red from subcontractors. Subcontractors performing work for Contractor must maintain limits of not less than S1,000,000 with the same terms herein. 7.1.3. Automobile tiability (Primary and Umbrella) When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Contractor must provide Automob¡le Liability lnsurance with limits of not less than 55,000,000 per occurrence for bodily injury and property damage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis. Subcontractors performing work for Contractor must maintain limits of not less than S1,000,000 with the same terms herein. 7.1.4. All Risk Property All Risk Property lnsurance must be maintained by the Contractor, including improvements and betterments covering damage to machinery, equipment, (including on site trailers), tools and supplies or other contents in the amount of full replacement value of Contractor's property and all City property including vehicle booting equipment and computer equipment in the care, custody and control of Contractor. Coverage extensions must include Valuable Papers. The City of Chicago is to be named as loss payee. The Contractor is responsible for all loss or damage to City property at full replacement cost. The Contractor is responsible for loss or damage to personal property (including but not limited to materials, equipment, tools and supplies) owned, rented or used by Contractor. 7.1.5. Professional tiability When any property/site manager, project manager, EDP professionals or consultants perform work in connection with this Contract, Professional Liability lnsurance covering acts, errors, or omissions must be maintained with limits of not less than S1,000,000. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Contract. A claims- made policy which is not renewed or replaced must have an extended reporting period of (2) years. I nsuro n ce Requi rements 75 lmpound Facility Monogement, Boot Releose, Towing ond Related Servìces Depdrtment of Streets ond Sønitotion, Specif¡cot¡on Number 735025 7.1.6. Contractors Pollution liability When any remediat¡on work is performed which may cause a pollution exposure, Contractors Pollution Liability must be provided covering bodily injury, property damage and other losses caused by pollution conditions that arise from the Contract scope of services with limits of not less than S1,000,000 per occurrence. Coverage must include completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal. When policies arerenewedorreplaced,thepolicyretroactivedatemustcoincidewithorprecedestartofworkontheContract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago isto be named as an additional insured on a primary, non contributory basis. 7.t.7. Galage tiability The Contractor must provide Garage Liability lnsurance with limits of not less than S1,000,000 per occurrence, combined single limit, for bodily injury and property damage. Coverage extensions must include Garage Keepers Legal Liability. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work. 7.2. Add¡t¡onal Requirements The Contractor must furnish the City of Chicago, Department of Procurement Services, City Hall, Room 806, 121- North LaSalle Street, Chicago, lllinois 60602, original Certificates of lnsurance, or such similar evidence, to be in force on the date of this Contract, and Renewal Certificates of lnsurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Contract. The Contractor must submit evidence of insurance on the City of Chicago lnsurance Certificate Form (copv attached as an exhibit) or equivalent prior to Contract award. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Contract have been fully met or that the insurance policies indicated on the certificate are in compliance with all Contract requirements. The failure of the City to obtain certificates or other insurance evidence from Contractor is not a waiver by the City of any requirements for the Contractor to obtain and maintain the specified coverages. The Contractor must advise all insurers of the Contract provisions regarding insurance. Non-conforming insurance does not relieve Contractor of the obligation to provide insurance as specified herein. No fulfillment of the insurance conditions may constitute a violation of the Contract, and the City retains the right to stop work until proper evidence of insurance is provided, or the Contract may be terminated. Contractor must furnish Certificates lnsurance of Coverage of any or all insurance policies listing the City as an additional insured upon request bythe Chief Procurement Officer. All Certificates lnsurance of Coverage must be signed, dated and reference the City contract number. The insurance must provide for sixty (60) days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Contractor. The Contractor agrees that insurers waive their rights of subrogation aga¡nst the City of Chicago, its employees, elected officials, agents, or representatives. The coverages and limits furnished by Contractor in no way limit the Contractor's liabilities and responsibilities specified within the Contract or by law. Any insurance or self-insurance programs maintained by the City of Chicago do not contribute with insurance provided by the Contractor under the Contract. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Contract or any limitation placed on the indemnity in this Contract given as a matter of law. lf Contractor is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company and each of its separate constituent entities as named insureds. The Contractor must require all subcontractors to provide the insurance required herein, or Contractor may provide the coverages for subcontractors. All subcontractors are subject to the same insurance requirements of Contractor unless otherwise specified in this Contract. lf Contractor or subcontractor desire additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost. lnsuronce Requirements 76 lmpound Facilíty Monagement, Boot Release, Towing and Reloted Services Depãrtment of Streets and San¡tat¡on, Spec¡f¡cot¡on Number 735025 Notw¡thstanding any provision in the Contract to the contrary, the City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements provided that any such modifications shall not exceed the above requirements. I nsu ro nce Req u¡ rements 77 lntpound Focility Manogemenl, Boot Relcasc, Towing ond Rcloted Seru¡ces Dcpo(tment of Streets ønd Son¡totion, SpeciJicotion Number 135025 ARTICLE 8. SIGNATURE PAGE Contract Nurnber: 34921 Specification Number: 135025 Contractor (Vendor) Name: United Road Towing, tnc. Total Amount (Value): 560,000,000.00 F un d Ch a rgea b le ; 0 1 6-0 3 00 -0BL2O7 O-0L40- 220 140 SIGNED at Chicago, ltlínois: CONTRACTOR: UNITED R C. By: ¿.{* /¿ Name l' /b¿.o¿u.-, ?to ( ts 4-{ Attest I \ \ìv\rìì î\ State of This instrument was acknowledged before ;CO unty r" on 5-{-\ t C,'ro of f-enr'. \c{ 0r-n- Cr'r Ca-¡f as Secretary of f\C\njr.r"'. r (date) by as President (or other authorized officer) and (\ì".ut.t-n-I (name of party on behalf of whom instrument was executed). lÒ-ts-r* Commiasion Expiree Nlotary PLrhlíc OFFICIAL SEAL I(ARIN M MCKINI.ËY CITY OF CHI E***-4 By ayor ê k Date D 0 6 2016 ief curement Date NOTARY PUBLIC. STATE OF IIUNOS MY COMMISSION ÐelRËS:.lU15/18 lmpound Focil¡ty Monogement, Boot Releose, Tow¡ng and Reloted Services Deportment of Streets and Son¡totion, Specif¡cotion Number 735025 EXH IBITS Exhibits follow this page. Remainder of page intentionally blank. 79 EXHIBIT 1: SCOPE OF SERVICES I. DEFINITIONS "Abandoned Tows" means the abandoned Vphicle(s) identified by the Department of Streets and Sanitation to be towed by the Contractor to a designated Auto Pound. "Airports" means Chicago O'Hare lnternational Airport and Chicago Midway lnternational Airport. "Airside" means, generally, those areas of an Airport which requires a person to pass through a security checkpoint to access. References to "sterile areas" generally mean Airside areas within terminal buildings. References to "Airfield", "Aircraft Operations Area", "AOA", or "Secured areas" generally mean outdoor Airside areas or areas not accessible to passengers. "Auto Pound" or "lmpound Facility" means the land of real estate identified by the Department of Streets & Sanitation and as defined under the Municipal Code of Chicago, as the property designated as the location where Vehicles are impounded, inventory controlled, secured, and managed in accordance with the requirements set forth under the Agreement. "Boot" means (i) the mechanical device and its appurtenances specifically designed to immobilize an Eligible Vehicle designated by the Department of Finance to have that Eligible Vehicle's Boot removed by the Contractor and then have that Vehicle lmmediately Towed; (ii) "Booted" means the action taken to affix a Boot onto a Vehicle. "Boot-Release-and-Tow" means the Eligible Vehicle(s) designated by the Department of Finance to have that Eligible Vehicle's boot removed by the Contractor and then have that Vehicle lmmediately Towed. "CANVAS" ís an acronym for: Central Adjudication, Noticing, and Violation Administration Sysfem - the Department of Finance's proprietary parking database application and main Boot operations server. "Code" means the Municipal Code of the City (1990), as amended "Disposal Report" means a list provided from time to time by the City to the Contractor of Vehicles no longer subject to retrieval by Owner. "Eligible Vehicle" means a Vehicle that was Booted and is now eligible to be towed as an lmmediate Tow to be impounded. "GOA' is the acronym for Gone On Arrival (when a tow truck driver arrives at the location where a Vehicle is to be towed from, it is discovered that the Vehicle is gone upon the tow truck driver's arrival) 80 "GPS' is the acronym for Global Positioning System, its software, middleware, hardware and related devices, materials, and supplies necessary to track and place the location of the Contractor's tow trucks while performing services for the City. "Heavy Duty" means those vehicles that have a Gross Vehicle Weight of 8,000 lbs. or more. "High Boot Tamper Areas" are those areas that the Department of Finance identifies from time to time as being impacted disproportionately by Boot tampering. "Holidays" refers to the official City Holidays when the City is generally closed for business 'Jr.'s Birthday, Lincoln's Birthday, which includes: New Year's Day, Dr. Martin Luther King President's Day, Pulaski Day, Memorial Day, lndependence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, and Christmas Day "lmmediate Tow" means, Vehicle(s) designated by the City to be towed away from its current location within one hour by the Contractor to an Auto Pound designated by the Department of Streets and Sanitation, and impounded within 9O-minutes from the time the Department of Streets and Sanitation or the Department of Finance notified Contractor to tow the Vehicle. (Types of lmmediate Tows include: Boot-Release-and-Tows; Vehicle lmpoundment Tows; and Overnight Parking Ban Tows.) "lnventory Report" means a written report prepared by the Contractor in a form acceptable to the Commissioner for each Vehicle detailing the physical condition of that Vehicle. "LEADS" is the acronym for: Law Enforcement Agencies Data System "Overnight Parking Ban Tows" (also referred to as "Snow Tows") means the Vehicle(s) parked on any day between December 1st and April 1st, during the hours from 3 a.m. to 7 a.m.) on designated snow routes that are to be removed during the posted dates and times and impounded in a pound by the Contractor when directed by the City or where othenruise directed by the Commissioner. "Owner" means the legal owner of the Vehicle, a lien-holder of the Vehicle or any person legally authorized on the owner's or lien-holder's behalf to redeem it. "Relocation/Relocated Tows" means the Vehicle(s) designated by the Department of Streets and Sanitation to be immediately towed away from the Vehicle's current location by the Contractor to a nearby location designated by the Department of Streets and Sanitation in the event of a City-declared operational emergency situation during which normal contractual Services may be suspended as directed by the Commissioner. "Revenue Shortage" means the difference between the amount of fines and/or fees calculated and the amount that should have been calculated in accordance with 9-92-080 of the City of Chicago Municipal Code. 81 "RTO" is the acronym for Returned To Owner used in conjunction with the process whereby the care, custody, and control of a Vehicle is relinquished by the Department of Streets and Sanitation authority and is given over to or returned back to the Vehicle owner. "services" means, generally, the performance requirements, deliverables, and associated actions required of the Contractor pursuant to the terms and conditions of the Agreement. "special Tows" means the Vehicle(s) that is located outside of the City of Chicago's corporate limits and is designated by the Department of Streets and Sanitation to be towed by the Contractor to a specified Auto Pound, but which requires approval from the Department of Streets and Sanitation prior to dispatching the tow truck. "Standby" means the Contractor arrives to the location to tow the vehicle and/or equipment and must wait until the Police Department or Authorized representative releases the vehicle for transport. "Tows" means, collectively: (i) Abandoned Tows; (ii) lmmediate Tows; (iii) Overnight Parking Ban Tows (also called Snow Tows); (iv) Relocation Tows; (v) Vehicle lmpoundment Tows and (vi) SpecialTows. "Tow Report' means the report prepared by the City for each Tow, authorizing the Contractor to tow the Vehicle(s) so listed on the Tow Report in accordance with any requirements that may be applicable. "Truck Hour" The total number of continuous service time that a piece of equipment is in operations when called into service by the City for emergency operations, relocation services and standby time in excess of the first 30 minutes. "Valued as Scrap" means valued as scrap in the reasonable opinion of the City "Vehicle" means an automobile, truck, motorcycle, bike, bus, taxiçab, trailer (including but not limited to office-trailers, boat-trailers, and house trailers), boats, and other such vehicles as may be designated by the Commissioner to be towed. "Vehicle lmpoundment Tows" means the Vehicle(s) which has been ordered towed and impounded under certain City Municipal Code provisions. "Vehicle Parts Tow" A vehicle that has been disassembled and/or dismantled and order towed by the Chicago Police Department. "VlN" is the acronym for the unique Vehicle ldentification Number of a Vehicle. 82 II. BUSINESS A. REQUIREMENTS Although the City currently operates eight Auto Pounds, Contractor will manage the dayto-day operations of the following four Department of Streets and Sanitation Auto Pounds, and one Chicago Police Department Auto Pound as further described in this Contract. The Contractor will only be required and compensated for the Management of Auto Pounds as indicated below. 10301 South Doty Ave 10301 South Doty Ave 10301 South Doty Ave 701 North Sacramento 701 North Sacramento (Pounds #1S) (Pounds #2) (Pounds #3S) Avenue (Pounds #6) Avenue (Pounds #3N) The City is currently, and will remain, responsible for providing the cashiering services at the Department of Streets and Sanitation and Chicago Police Department Auto Pounds, including the cashiers and the cashiering software application used to manage payment transactions made by the Owner at a Department of Streets and Sanitation and Chicago Police Department Auto Pound. The Department of Streets and Sanitation is responsible for all Auto Pound Management and Related Towing Services as described in Exhibit 1, Scope of Services in this Contract. The Chicago Police Department is responsible for all LEADS related services. B. The Contractor ís also responsible for providing boot release and towing services as further described in this Contract. The Department of Finance is responsible for all Boot-related tows, as described in Attachment I throuqh 3 of this Contract. All Booting operations, the personnel authorized to install a Boot onto a Vehicle, as well as the software used to manage operations specific to Booting, are under the authority of the Department of Finance. All Boot devices and the locks and keys made for the Boots are procured, inventoried, and maintained by Department of Finance personnel and its third-party providers. lf the Department of Finance requests that a booted Vehicle be impounded, then the Contractor must unlock and remove the Boot device from that Vehicle, and immediately update CANVAS as to the Boot-Release-and-Tow status of that Vehicle, and then tow that Vehicle to the designated Auto Pound, all in accordance with Scope of Services and as described in Attachment 1 throuqh 3 of this Contract. 83 A. Auto Pound Locations and Police District Designations The current Auto Pound locations (and Auto Pound nu¡bers) are as follows: 1. 10301 South DotyAve (Auto Pound#1 South): ThisAuto Pound intakes lmmediate Tows from all City Police Districts. Hours of Operation: 24 hours per day, seven days per week. 2. 10301 South Doty Ave (Auto Pound #2) This Auto Pound intakes lmmediate and VIP Tows from a service area for Vehicles towed from Madison Street south to the City's corporate limits Police District #s 2,3, 4, 5, 6,7, 8,9, 10, 12,21, and 22. Hours of Operation: 24 hours per day, seven days per week. 3. 10301 South Doty Ave (Auto Pound #3 South) This Auto Pound intakes Abandoned Tows from the south side of the City Police District #s 2, 3,4, 5, 6, 7 , 8, 9, 10, 12, 21, and22. Hours of operation: 7:00 a.m. to 5:00 p.m., Monday-Saturday. However, Contractor Services must remain available to the Commissioner beyond normal operating hours as needed. 4. 7O1 North Sacramento Avenue (Auto Pound #3 North) This Auto Pound intakes Abandoned Tows from the north side of the City Police District #s 1, 1 1, 13, 14, 15, 16, 17, 18, 19, 20, 23, 24, and 25. Hours of operation: 7:00 a.m. to 5:00 p.m., Monday- Saturday. However, Contractor Services must remain available to the Commissioner beyond normal operating hours as needed. 5. 701 North Sacramento Avenue (Auto Pound #6) This Auto Pound intakes lmmediate Tows and VIP Tows from a service area for Vehicles towed from Madison Street north to the City's corporate limits Police District #s 1 , 1 I , 13, 14, 15, 16, 17 , 18, 19, 20, 23, 24, and25. Hours of Operation: 24 hours per day, seven days per week B. Contracto/s General Responsibilities at the Auto Pounds 1. Hazardous Waste Handling Protocol The Contractor must provide a person trained on the proper recognition of hazardous materials and the required degree of management required whenever faced with various types of hazardous materials, waste, spills, containment, monitoring, and disposal, etc., as may be encountered at an Auto Pound. Notwithstanding the requirement for the Contractor to be in compliance with all laws, any Vehicle, Vehicle parts, appurtenances, containers, or the like, located in any of the Auto Pounds, observed to be leaking fluids or fumes or to be the cause of a spill at any Auto Pound, or is in a condition that is considered a potential risk for personal or property damage or loss, must be managed in accordance with the Contractor's policies and escalated for remedy in accordance with the Contractor's policies, and as may be subject to approval by the Commissioner. 2. Holding Area The Contractor must provide a holding area in all Auto Pounds where all Vehicles observed to be leaking at the time of entry to the Auto Pound must be stored. With 84 respect to any Vehicle observed to be leaking at any time subsequent to site entry, Contractor will immediately place an absorbent material, drip pad, or containment tray, etc. to contain leaking fluids. The holding area must consist of a concrete slab no smaller than 20' by 40' and a thickness of 8" and it must be able to contain fluids leaking from Vehicles. The Contractor must provide the necessary materials, equipment, and tools necessary to identify, control, contain, collect, transport, and dispose of such fluids, including hazardous waste, at no separate cost to the City. ln the holding area, secondary containment must be used to capture fluids prior to storing the Vehicle elsewhere on the site. C. Gontractor's Responsibility Contractor must at all times manage and operate the lmpound Facílities in compliance with the law and perform Towing and related services, and maintain the lmpound Facilities in a secure, safe, and clean condition. Contractor must ensure that lmpound Facilities are open to the public for the respective time periods that cashier services are provided by the City of Chicago or authorized representative(s) at the lmpound Facilities as identified in the Specification. Contractor must immediately notify the appropriate Commissioner or authorized representative concerning any occurrences that cause a disruption of Services, for example: telephone, computer/printer, or power loss, etc. Contractor is responsible for and must take necessary steps for maintaining, managing, and operating the lmpound Facilities such that all Vehicles which have been identified by the City to be towed are also appropriatel¡¡ stored, secured and can be returned to the Owner in accordance with all applicable laws and ordinances. Towed Vehicles must not be towed to and/or stored in a location other than the appropriate lmpound Facility. ln towing the Vehicles, Contractor must take all precautions to avoid damage and/or injury to persons and/or property, including but not limited to City property, any towed Vehicle and any personal property in the Vehicle. Contractor must not tow any vehicle containing a passenger. Contractor must provide and maintain security systems designed to protect the lmpound Facility perimeters and its contents from unlawful trespassing, property damage, vandalism, and guard against criminal activity and malicious or mischievous behavior, all within the law. Contractor must take all necessary actions for providing a secure method (e.9., fencing and/or barriers (steel or concrete) at no additional cost to the City of Chicago which prevents unauthorized entry of any sort. When conducting towing operations of Vehicles, Contractor must take all precautions to avoid damage or injury to persons or property, including City property, any towed Vehicle and any personal property in the Vehicle. Contractor must display "Police Tow" signs (a supply of which will be provided by the City to the Contractor) on all tow trucks when services are being performed on behalf of the City of Chicago. 85 Note: Non-City related towing services must not be performed by the Contractor andior Subcontractors while performing Services. D. Contractor's Towing Responsibilities 1. Abandoned Tows The Contractor must perform Abandoned Tows for Vehicles designated by the Department of Streets and Sanitation within 24 hours after written notification is given by the Department of Streets and Sanitation. Abandoned Tow must be impounded within 30 minutes of being removed from its location. The only exception is when it is impractical as a result of multiple tows being performed by the same piece of equipment at no Cost to the City of Chicago. Hours of Operation: 7 a.m. and 5 p.m., Monday through Saturday to Auto Pounds #3S and #3N. The Contractor cannot charge the City for the cost of towing Abandoned Tows. Additionally, the Contractor will absorb the costs of administering Auto Pounds #3S and #3N. The Contractor will compensate the City in connection with Abandoned Tows in accordance with the Compensation Schedule. The City will transfer all unclaimed Vehicles valued as scrap from Pound #3S and #3N to the Contractor without charge. ln the event that a Vehicle towed as an Abandoned Tow is redeemed or transferred from the Auto Pound to the City, the Contractor will be entitled to a credit (pursuant to the Compensation Schedule set forth in the Agreement) for each Vehicle redeemed or transferred from the Auto Pound to the City against any monies it owes the City for the Vehicle impounded. 2. lmmediate Tows TIME IS OF THE ESSENCE IN PERFORMING IMMEDIATE TOWS The Contractor must perform lmmediate Tows for Vehicles designated by the Commissioner or authorized representative from requesting Department within 90 minutes following notification by the Department of a Tow request. The only exception is in the event of an emergency declared by the Commissioner or authorized representative during which any lmmediate Tow must be impounded within 3 hours following notification of Contractor by the Department of Streets and Sanitation Commissioner or authorized representative. ln all cases, Contractor must verbally notify the Commissioner or authorized representative of the requesting Department when a vehicle is removed from the requested location, this notification must occur within 60 minutes of Contractor's having been notified to remove the Vehicle. Contractor must take all lmmediate Tow Vehicles directly to the Appropriate Pound. 3. Overnight Parking Ban Tows The Commissioner or authorized representative will contact the Contractor at approximately 2:30 a.m. with a request for Overnight Parking Ban Towing service(s). This request at minimum will include the number of pieces of equipment by type and the service location(s). The City currently has approximately 100 curb miles of streets identified as "overnight parking ban routes" (also known as "snow routes"). These snow routes are marked with 86 red and white signs. Parking is restricted on all snow routes from December 1 to April from 3 a.m. to 7 a.m. 1 Contractor must have all requested resources staged at the specified location no later than 3:00 am. All equipment used to perform services must have "Police Towing" signs mounted on each side of the truck. 4. Relocation Tows The City may declare an emergency during which some or all of normal towing operations are suspended. Any or all tow trucks upon such a declaration by the Commissioner or authorized representative may be diverted to Relocation Tows. Vehicle(s) must be relocated to a location as directed by the Commissioner or authorized representative of the requesting Department. Contractor must immediately notify the Commissioner or authorized representative as to the location of Relocated Vehicles and completion time. The driver responsible for the relocation must also report the relocation details by telephone immediately upon completion of the relocation to the lncident Center. The relocation of vehicles within towing facilities are considered incidental and will be done at no additional cost to the City. 5. Vehicle Parts Tows The Contractor must have proper equipment and the ability to perform tow services for parts of Vehicles that have been disassembled, dismantled, altered, or destroyed as a result of theft, etc., as well as any parts or remnants of such affected Vehicles, in order to prevent the identification or misrepresentation of the identity of the Vehicle part or Vehicle. 6. SpecialTows The Contractor must have the proper license and equipment required to tow Vehicles that may be located outside of the City of Chicago's corporate city limits, and to a City of Chicago Auto Pound, as requested by the Commissioner or authorized representative. The Contractor must provide equipment such as, but not limited to, heavy duty wreckers, flatbeds, etc., capable of removing Vehicles which may include Vehicles that are situated under water, in wooded areas, etc., taking all necessary precautions to not cause any additional damage to Vehicles. 7. Snow and Emergency Program Towing The Contractor must have access to a minimum of two heavy duty wreckers for citywide service and own/lease one Tow vehicle per Aldermanic ward: 50 Aldermanic wards in the event of a Snow and/or Emergency program becomes effective for the duration of the program 24 hours per day until notification that the program has ended. The Vendor must give the City of Chicago first priority to services in the event of an emergency notification. 8. Standby Tows The Contractor may be required to have equipment on location while the City processes the vehicle(s) to be towed for immediate removal. The Contractor will be compensated a7 for standby time in excess of the first 30 minutes up until the time the vehicle(s) is released for towing in addition to any applicable towing and management fees. E. Contractor's Tow Trucks The Contractor is fully responsible for all operating and maintenance costs of its tow trucks (including Subcontractor tow trucks) and must keep each tow truck in good operating condition and in compliance with all laws at alltimes. The Contractor is responsible for any loss or damage incurred upon its tow trucks. lf any single tow truck becomes inoperative on more than three (3) occasions, that tow truck will no longer be eligible to perform Services. The Contractor must remove and replace any tow truck deemed, by the Department of Streets and Sanitation Commissioner or authorized representative to be unsatisfactory, in need of repair, or in any condition othenruise deemed unsuitable. 1. Tow Truck Signs and Markings The Contractor and Subcontractor (if applicable) must prominently display the Contractor's company name, address, and telephone number on both tow truck doors, on alltow trucks used to provide Services. The Contractor and Subcontractor (if applicable) must display "Police Tow" signs (a supply of which will be provided by the City to the Contractor) on all tow trucks when Services are being performed. "Police Tow" signs and any other City of Chicago identifiers used in conjunction with the Services performed, must be removed from alltow trucks when not performing Services. The Contractor and Subcontractor (if applicable) must display a City of Chicago wheel tax license emblem in accordance with the municipal code of Chicago, for all tow truck vehicles used to provide Services. 2. Global Positioning System (GPS) Contractor must equip each tow truck (including all such Subcontractor tow trucks) that will provide Services with a GPS tracking system, at its own expense. The GPS system must record each and every aspect of each tow truck's activity during a Tow for future inquiry and retain the record for future reference. lt must enable the Contractor to verify the location of each tow truck in real time, and to verify the status of each truck's operating system, e.9., whether the engine is on/off, location, direction, and speed of travel. Contractor must utilize the GPS system to ensure strict compliance to all response times required in the Agreement. Contractor must be able to provide accurate reports to the Commissioner or authorized representative immediately upon request, concerning the GPS record of any tow truck. 3. Communication Devices The Gontractor must provide and ensure that every tow truck is equipped with a communication device. A communication device must be located and operational at allAuto Pounds. 88 F Auto Pound Property Management and Related Services Contractor must operate and maintain the Auto Pounds in accordance with applicable zoning requirements, local, state, and federal laws, City of Chicago ordinances, Municipal Codes, and any lease terms the City may have for land on which Auto Pounds are located. Contractor must make and keep the Auto Pound and entrances clean, including the removal of litter and debris. The Contractor is responsible for all costs associated with the containment and proper disposal of such litter and debris; disposal must be at a disposal site that is properly licensed and permitted to accept the particular materials and debris. Contractor must identify the disposal site(s) or transfer station(s) to which it has contractual access. Contractor shall execute a form identifying the debris disposal/handling site(s) and acknowledging terms and conditions relating thereto, a copy of which is attached to this Contract and incorporated by reference. Contractor must retain bills of lading, manifests, or other confirmatory receipts signed by a representative of accepting facility for each load of material and make them available to the City upon request. For clarification, reference to "litter and debris" in this paragraph does not include "Subject Materials." The Contractor must provide and designate sufficient space for employee parking, away from an area outside of the Auto Pound, for customer parking. Contractor must keep all Contractor and Subcontractor vehicles parked away from the propeÉy immediately adjacent to the entrance to any Auto Pound. Contractor must pave (annually, after snow season) and maintain the entranceways from the City street into the Auto Pounds. Contractor must make every effort to keep the doors, hoods, and trunks of all impounded Vehicles closed. Contractor is responsible for all losses or damage incurred by a Vehicle and all personal property contained within a Vehicle, at all times while in the Contractor is in possession of the Vehicle being stored within the Auto Pound, without regard as to the cause of such loss or damage, including those caused by any non-Contractor element or third party provided that Contractor shall not be responsible for such losses or damage incurred by a vehicle caused by weather events. The immediately preceding sentence is not intended, and must not be interpreted to create any third-party beneficiary rights in any third-party. The Contractor must be available 24 hours per day, 7 days per week and have the ability to provide services and perform at any time upon request from the Commissioner or authorized representative regardless of the public operating times. The Contractor must not request compensation for the Vehicles and/or parts transferred/towed and or relocated between or within Auto Pound facilities. Contractor must provide all signage at each Auto Pound, subject to the approval of or as ordered by the Commissioner or authorized representative. 89 Contractor must provide a generator sufficient in size at each managed Auto Pound to ensure that the Auto Pound is operational at all times. The Contractor will not be responsible for providing and maintaining Cashiers and Cashiering software applications required to process and/or manage payment transactions at allAuto Pounds. lmprovement, Maintenance. and Reoair The Contractor must repair and maintain the Auto Pound in a safe, secure, clean condition and manner satisfactory to the Department of Streets and Sanitation Commissioner or authorized representative in accordance with applicable zoning requirements, local, state, and federal laws and leases the City has for land on which Auto Pounds are located. Contractor must employ the services of full-time supervisors and supporting staff, with appropriate credentials and experience, to maintain the physical structure of all Auto Pounds. Contractor must perform all needed repairs to Managed Auto Pounds, regardless of the reasons, including those caused by actions of third parties, operations of Contractor, or acts of God, in a manner acceptable to the Department of Streets and Commissioner or authorized representative. Repair and/or maintenance activities must include but are not limited to: repair and maintenance of fences, signs, security lighting systems, and roadways, including grading of and snow removal for such roadways and elimination of conditions hazardous to the public or employees, and the lawful disposal of all garbage and debris. Contractor is not entitled to additional compensation for any such maintenance and repairs regardless of whether they increase the value of an Auto Pound (e.9., new fencing to replace damaged fence). Loqs and Records The Contractor must inspect the entirety of each Auto Pound no later than the fifth (sth) business day of every month or upon request by the Commissioner or authorized representative and maintain a log evidencing the inspections and results. The Contractor must maintain the log so that it documents the historical date and time record of various events, problems, incidences, maintenance and repairs, changes, actions and actors, etc., as they occur at each Auto Pound, paying particular attention to spills and Vehicles leaking fluids. The log must record the completion of inspection problems or deficiencies found. Any incidences or conditions involving leaks or spills must be documented and the source of such leaks or spills identified and reported; dates, times, actors, and actions taken recorded into the log. (See Hazardous Waste Handling Protocol.) 90 The log must be made available for inspection by the Commissioner or authorized representative upon request by the Commissioner or authorized representative. The Commissioner or authorized representative may verify the accuracy of the logs by inspecting the Auto Pounds. The Contractor must address and remedy all issues within 24 hours, or as may othenruise be permitted by the Commissioner, if a deficiency or discrepancy is discovered between the log and the City's inspection, and record actions taken to address any inaccuracies, deficiencies, leaks or spills, or discrepancies discovered. Contractor must maintain on site all records relating to the accumulation, transport, and disposal or recycling of fluids and used absorbent materials, make them available to the Commissioner or authorized representative, and provide copies, upon request. The Commissioner or authorized representative will randomly inspect Managed Auto Pounds for adherence to the procedures and protocol outlined. Annual Asphalt Scrapinq and Replacement of Asphalt Grindinqs By April 30th of each year, Contractor must scrape-up and replace all stained asphalt grindings from the north half of the site of all Auto Pounds. By October 31st of each year, Contractor must scrape-up and replace all stained asphalt grindings from the south half of the site of all Auto Pounds The Commissioner or authorized representative will inspect the site and all manifests and any other records associated with the characterization, transport, and disposal of scrapings. The Contractor must have all pertinent documents available for viewing and copies must be made upon request. Note: Scraping and replacement of asphalt grindings is considered incidental to Auto Pound Services and must be done at no additional cost to the City of Chicago. Certification Letters of Asphalt Scrapinq Requirements Within one week of completing the asphalt scraping and removal activity for each half of an Auto Pound, Contractor must submit a letter ("Certification Letter") to the Department of Streets and Sanitation Commissioner or authorized representative. Each Certification Letter must be created on company letterhead and be signed and notarized by an authorized officer of the Contractor attesting to the following as being true: "On {insert date}, Contractor completed the task of scraping up and replacing all stained asphalt grindings from {specify North/South} half of the site located at {specify Auto Pound location), and transported and disposed of all such waste as described in the manifest attached by reference. 91 Disposal of Asphalt Scrapinqs: Documentation Contractor will perform hazardous and special waste determinations with respect to the asphalt scrapings and will cause the scrapings to be disposed of, in accordance with the applicable laws, as hazardous or special waste. Contractor will maintain copies of all manifests and other records associated with the characterization, transport, and disposal of scrapings waste and shall make such documentation available to the Department of Streets and Sanitation Commissioner or authorized representative upon request. Securitv Contractor is responsible for securing the contents within all Auto Pounds including, but not limited to, vehicles, computers, furniture, etc., mobile trailer units, and must provide adequate resources to maintain the safety and security of those contents. Contractor must, at their expense, install and maintain security barriers (concrete and/or steel) which shall prevent or restrict vehicles or individuals from gaining unauthorized access, and deter theft or damage to property or premises; install and maintain alarms; lighting; and a security camera (with audio) in the cashier room and a security camera in the customer service area that looks towards the cashier room, capturing video of events which take place in the cashier room areas that can be viewed via the lnternet in real time including special focus on the customer service areas, entrance/exit gates, and doors and other locations as may be designated by the City. Contractor must archive all audio and video recordings (for periods in accordance with State of lllinois law) and provide footage to the City's authorized representative upon request. Contractor must employ the services of full{ime supervisors and supporting staff, with appropriate credentials and experience, to maintain the security of all Auto Pounds. The Contractor must make every effort to keep the doors, hoods, and trunks of all impounded Vehicles closed and secured. Mobile Trailer Offices Contractor must provide and maintain a mobile trailer office at each Auto Pound. Each office must be configured to be in compliance with current Americans with Disabilities Act (ADA) requirements, and be in compliance with other Municipal Code requirements, as applicable. Contractor must provide the mobile trailer office with adequate spacing to accommodate up to two (2) City-provided cashiers and at least one City employee. Contractor, at minimum, must provide all necessary telephone, facsimile, data, and electrical lines, and equipment necessary to provide Services from each mobile trailer office. Contractor must provide, install, and maintain all necessary lavatories compliant with ADA requirements, as well as appropriate consumable supplies (soap, paper towels, 92 toilet paper, etc.), but will not be required to install any sewer lines in furnishing such facilities, Cashier Room Contractor must provide and maintain a separate and secured cashiering service office area (the "Cashier Room") within each mobile trailer office. The Contractor must provide and maintain each Cashier Room environment such that it meets or exceeds the then-current Payment Card lndustry Data Security Standards (PCl DSS) applicable at the time. The Cashier Room space must accommodate up to two (2) City-provided cashier personnel at each Auto Pound work area. For security purposes, the Cashier Room that is within the mobile trailer structure itself must be accessible to authorized cashier personnel only. Therefore, the Cashier Room area must be physically separate from or partitioned from the common mobile trailer office areas such that in order for any non-cashier personnel to enter, exit, or access any common work areas within the mobile trailer, they must not have to pass into or through the Cashier Room area. Furthermore, the Cashier Room at minimum must be constructed having the following features: a a a a a a a door secured by lock and key that is accessible to authorized cashier personnel only; wiring to enable PCs and phone devices to communicate credit card payment related data (via the lnternet, by phone, and via PC connections to other City of Chicago payment sub-systems); an accessible portal, that does not require a door to be opened to receive documents from Auto Pound employees; equipped with a protective safety-glass window for each of the two cashier, whereby payment transactions can take place between a cashier and a paying paÉy including a portal only large enough to allow for the transfer of payments (e.9., cash, credit cards, etc.) and related Auto Pound related documents (e.9., driver's licenses, car titles, parking tickets, etc.) per each cashier; a communication portal in the window between the cashier and the paying party (one portal for each cashier) so that the cashier and paying party can talk and be understood by one another through this portal (e.9., by secure openings or a volume-adjustable speaker system); sufficient space for cashiers only (approximately 225 square feet - about 15' x 15') to accommodate desktop and counter space for up to two cashiers to sit next to each other and enable both cashiers to process separate customer transactions at the same time; sufficient space for City-provided office furniture, office equipment, and cashier-related appurtenances (e.9., a vault or safe; credit card swipe processing units; desk drawers and cabinets for office supplies, files, records, and receipt storage; waste baskets; shredder; PCs for each cashier; a shared printer; phone; fax machine; etc.). 93 Environmental Matters Contractor's obligations under this Article shall survive any termination or expiration of the Agreement. A.1 Definitions Applicable to this Atticle Environmental Agency: Any federal, state, or local governmental agency or entity having responsibility, in whole or in part, for any matter addressed by any Environmental Law, including, without limitation, enforcement of any Environmental Law. An agency or other entity need not be responsible only for matters addressed by Environmental Law(s) to be an Environmental Agency. A non-exhaustive list of Environmental Agencies includes, without limitation: the Chicago Department of Public Health, the lllinois Emergency Management Agency, lllinois EPA, US EPA, the lllinois Department of Labor/lllinois OSHA, and the US Department of Labor/OSHA. Environmental Claim: Any type of assertion that any of the following persons is violating or othenryise failing to comply with any Environmental Law, has violated or othenruise failed to comply with any Environmental Law, is directly or indirectly causing or contributing to any type of environmental harm, or has directly or indirectly caused or contributed to any type of environmental harm: Contractor; any Subcontractor; or any employee or agent of Contractor or any subcontractor. A non-exhaustive list of Environmental Claims includes, without limitation: demand letters, notices of intent to sue, lawsuits, and citations or charges of any kind. An assertion need not expressly reference an Environmental Law to constitute an Environmental Claim. An Environmental Claim may be made by an Environmental Agency or by any other person. Environmental Law(s): Any Law that in any way, directly or indirectly, in whole or in part, bears on or relates to the environment or to health or safety. A non-exhaustive list of statutes and rules and regulations that are some examples of Environmental Laws includes, without limitation: the Comprehensive Environmental Response, Compensation and LiabilityAct,42 U.S.C.9601, etseq., the Resource Conservation and RecoveryAct, 42 U.S.C. 6901, et seq., the Hazardous Materials Transportation Authorization Act,49 U.S.C. 5101, et seq., the Clean Air Act, 42 U.S.C. 7401, et seq., the Federal Water Pollution Control Act,33 U.S.C. 1251, et seq., the Occupational Safety and Health Act, 29 U.S.C.651, et seq., the Toxic Substances Control Act, 15 U.S.C. 2601, et seq., the Safe Drinking Water Act, 42 U.S.C. 300(f), et seq., the lllinois Environmental Protection Act,415 ILCS 5/1, et seq., the lllinois Occupational Safety and Health Act,820 ILCS 21911, et seq., Chapters 7-28 and 11-4 of the Chicago Municipal Code, and all related rules and regulations. Law(s) : The word "Law" or "Laws" is intended in the broadest possible sense, including, without limitation, and as may be amended or othenrvise modified from time to time, all federal, state and local: statutes; ordinances; codes; rules; regulations; executive, administrative, and judicial orders and directives of any kind; requirements and prohibitions of permits, licenses, and other similar authorizations of any kind; court decisions; common law; and all other legal requirements and prohibitions. 94 Non-Routine: As applied to reports and notices, "Non-Routine" refers to a report or notice that is required pursuant to any Environmental Law but is not a Routine repod or notice. Other Contamination: Any waste or pollutant that is not Pre-Existing Contamination Premises: Auto Pound #1 South,#2 and #3 South (10301 South Doty Ave.), Auto Pound #6 and #3N (701 North Sacramento Ave.) Pre-Existing Contamination : Any waste or pollutant: that is already on the Premises - including, without limitation, in the soil, air, or groundwater of the Premises : on the Agreement Commencement Date, if no role in causing, allowing, contributing to, or exacerbating the discharge or release or effects of the discharge or release is or was played by Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor; or provided, however, that PreExisting Contamination does not include material of any kind -- including, without limitation, any element, compound, substance, or mixture - that is present on the Commencement Date, if the material's presence and condition on that date are compliant with Environmental Laws. For example, Pre-Existing Contamination does not include any asbestos-containing material that is in use and not damaged, friable, or in poor condition on the Commencement Date. Routine: As applied to reports and notices, "Routine" refers to a report or notice that, pursuant to any Environmental Law, must be made, submitted or filed on a periodic basis and that in no way arises from an unexpected release of any kind, or from an emergency response situation, or from any actual, possible or alleged noncompliance with any Environmental Law. Subject Material(s): "Subject Material" or "Subject Materials" means any material of any kind, including, without limitation, any element, compound, substance, or mixture: (i) that is defined as a hazardous substance, extremely hazardous substance, hazardous material, hazardous waste, or pollutant of any kind, in or by any Environmental Law; (ii) that is regulated by or under any Environmental Law; (iii) the manufacturing, sale, generation, use, storage, treatment, disposal, transportation, or other handling or management of which -- or any type of discharge or release of which is regulated by or under, or othenruise subject to requirements of, any Environmental Law; or - (iv) that due to its amount, concentration, or any characteristic, constitutes or contributes to -- or may reasonably be expected to constitute or contribute to a danger, hazard or threat to the environment or to public health, safety, or welfare. - 95 The term Subject Material includes, without limitation, petroleum, including crude oil and any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, synthetic gas, and mixtures of natural and synthetic gas. A.2 Compliance, Generally With respect to use and operation of the Premises, Contractor shall comply with all applicable Environmental Laws. With respect to use and operation of the Premises, Contractor shall ensure that every subcontractor complies with all applicable Environmental Laws. A.3 lnstallation and Operation of Tanks and Other ltems and Structures Without the City's prior, specific, written consent, Contractor shall not install or operate, or allow any subcontractor to install or operate, any above-ground or underground tank, sump, pit, pond, lagoon, or other similar item or structure on the Premises, except for those fuel storage tanks identified on Exhibit 1 of this Agreement that are located in an area providing secondary containment. A.4 Subject Materials Except as othenryise provided in this Agreement, the only Subject Materials that Contractor may cause or allow to enter or remain on the Premises are reasonable amounts of ordinary and customary materials reasonably required to be used in the normal course of the operation of a municipal auto pound. A.5 Pre-Existing Contamination Contractor shall not be responsible for remediation, fines, penalties, or other costs pertaining solely to Pre-Existing Contamination; provided, however, that Contractor shall be responsible for all remediation, fines, penalties, other costs, and requirements pertaining, directly or indirectly, to any exacerbation or disturbance of any Pre-Existing Contamination by Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor, or the acts or omissions of Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor. lf the City undertakes any remediation of any Pre-Existing Contamination, Contractor will cooperate with the City, including but not limited to making all reasonable accommodations to enable the remediation to be performed with minimal disruption to pound operations, and abiding by and maintaining any institutional and engineering controls. A.6 Other Contamination A.6.1 Contractor Responsiblrïres 96 Contractor shall be responsible for all remediation, fines, penalties, other costs, and requirements pertaining, directly or indirectly, to Other Contamination, including but not limited to any and all corrective action required by an Environmental Agency; provided, however, that Contractor shall not be responsible for remediation, fines, penalties, other costs, and requirements pertaining, directly or indirectly, to such Other Contamination as Contractor has proven, to the specific, written satisfaction of the City, to have originated from off-Premises and not to have been in any way caused, allowed, contributed to, or exacerbated by Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor, or the acts or omissions of Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor. A.6.2 Remediation Underlaken by City Notwithstanding paragraph 4.6.1, if the City undertakes any remediation of any Other Contamination, Contractor will cooperate with the City, including but not limited to making all reasonable accommodations to enable the remediation to be performed with minimal disruption to pound operations, and abiding by and maintaining any institutional and engineering controls. A.7 Condition of Premises upon Expiration or Termination of Agreement Upon expiration or termination of this Agreement, and at Contractor's sole cost and expense, Contractor shall ensure that the Premises - including, without limitation, the soil, air, and groundwater of the Premises - are free from the presence of (1) any Subject Materials that Contractor, or any subcontractor, or any employee or agent of Contractor or any subcontractor caused or allowed to be present on the Premises, and (2) Other Contamination, except for such Other Contamination as contractor has proved, to the specific, written satisfaction of the City, to have originated from off-Premises and not to have been caused, allowed, contributed to, or exacerbated by Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor, or the acts or omissions of Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor. Provided, however, that if the City specifically so agrees in writing, then Contractor may -in lieu of removing some or all Other Contamination - remediate the Premises via other, legal means; and in that case, Contractor's remediation, with respect to Other Contamination that are not removed from the Premises, must be sufficient to: (i) bring the Premises into compliance with all applicable Environmental Laws, and (ii) prevent the City from incurring, and relieve the City from, any cost or loss of any kind. A.8 Reports, Nofices, Environmental Claims, and Other Matters A.8.1 Immediate Notification to City Contractor must immediately notify the City, in writing, of: (i) any release, suspected release, or threatened release of Subject Material(s) on, in, to, under, fr.om, or othenruise relating to the Premises -- including, without limitation, the soil, air, or groundwater of the Premises; 97 (ii) any notice of any kind received by Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor, from an Environmental Agency or any other person, of or relating to any release, suspected release, or threatened release of Subject Material(s) on, in, to, under, from, or othen¡,rise relating to the Premises -- including, without limitation, the soil, air, or groundwater of the Premises; and (iii) any action, occurrence, or condition of any kind that in any way relates to the Premises - including, without limitation, to the soil, air, or groundwater of the Premises that could reasonably be expected to subject any person to an Environmental Claim or to any restriction in ownership, occupancy, transferability, or use of the Premises under any Environmental Law. 4.8.2 Routine Reporfs and Notices Within 24 hours of receiving a written request from the City, Contractor must submit to the City a complete copy of any Routine report or notice that: (i) in any way relates to the Premises groundwater of the Premises; and - including, without limitation, to the soil, air, or (ii) has been made, submitted, or filed to/with any Environmental Agency or other person, by or on behalf of Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor. 4.8.3 Non-Routine Repods and Notices lf any Environmental Law requires Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor to make, submit, or file any Non-Routine notice or report of any kind to any Environmental Agency or other person - and the repod or notice in any way relates to the Premises - including, without limitation, to the soil, air, or groundwater of the Premises then Contractor must deliver a complete copy of the report or notice (or, in the case of telephonic or other oral reports or notices, a comprehensive written summary of same) to the City within 24 hours of the original report's or notice's having been made, submitted, or filed. - Thereafter, Contractor must notify the City in writing of any and all subsequent developments relating to the subject matter of the original report or notice; and each such notification must be made within 24 hours of the earliest development(s) addressed in the notification. 4.8.4 Environmental Claims lf Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor receives an Environmental Claim, or any type of notice of threatened or potential Environmental Claim, that in any way relates to the Premises including, without limitation, to the soil, air, or groundwater of the Premises -- then within 24 hours of that person's receipt of the Environmental Claim or notice, Contractor must deliver a complete copy of the Environmental Claim or notice to the City. - 98 Thereafter, Contractor must notify the City in writing of any and all subsequent developments relating to the subject matter of the Environmental Claim or notice; and each such notification must be made within 24 hours of the earliest development(s) addressed in the notification. 4.8.5 Other Matters lf Contractor, any subcontractor, or any employee or agent of Contractor or any subcontractor receives notice of any kind of any lien filed with respect to the Premises or in any way relating to the Premises, then within 24 hours of that person's receipt of the notice, Tenant must notify the City in writing. Within 24 hours of receiving a written request from the City, Contractor must submit to the City complete copies of all documents that the City has reasonably requested, relating to any release, suspected release, or threatened release of Subject Material(s) on, in, to, under, from, or othenryise relating to the Premises including, without limitation, the soil, groundwater air, or of the Premises, or relating to any non-Routine notice or report, or relating to any Environmental Claim or notice of threatened or potential Environmental Claim, including, without limitation: responses, invoices, reports, photographs, manifests, pleadings, motions, discovery, orders and correspondence. lf Contractor believes that the City's request or any portion the City's request is not reasonable, then Contractor must respond in writing to the City, within 24 hours of receiving the request, specifying what Contractor believes to be unreasonable and why. - A.9 Materials in, on, and from Vehicles 4.9.1 Materials other than Tires lf Contractor determines or reasonably suspects that a Vehicle contains Subject Material -- other than any Subject Material commonly found in, on, or utilized by a Vehicle - then Contractor shall promptly notify the City, so that the City may take all necessary actions, at the City's sole expense, to properly manage the actual or suspected Subject Material. With respect to Vehicles, the Contractor is responsible, at its sole cost and expense, for the containment and disposal of any and all materials, including Subject Material, commonly found in vehicles, including, but not limited to, gas, anti-freeze, or oil. Additionally, the Contractor shall be responsible for providing containers and disposing, consistent with the disposal requirements in Section 11.F. above, of any debris found in each Vehicle towed to the Premises and must provide documentation of proper disposal. 4.9.2 Tires Notwithstanding section 4.9.1, Contractor is responsible, at its sole cost and expense, for proper management and disposal of all tires. A.10 Tapping Roofs; Leaking Fluid 99 Contractor may, in accordance with this performance of the Services, tap down the roofs of abandoned Vehicles for the purpose of stacking them to be removed from the Premises; provided, however, that Contractor may not under any circumstances cause, take any action that would foreseeably cause, or allow anyone to take any action that causes or would foreseeably cause any fluid of any kind to leak from a Vehicle. G. Customer Service Operations Public access to customer service operations must be available 24 hours a day, 7 days a week. The Contractor must provide a live person as well as an automated telephone system, ie. lnteractive Voice Response (lVR) system to accept calls from the public and enable the caller to learn if the caller's Vehicle has been impounded. Additionally, the Contractor must provide the following: Public Response Communications Svstem The Contractor must provide an automated telephone inquiry system, which allows the general public to ascertain information in English and Spanish pertaining to Vehicles impounded by the City. The system must be operational 24 hours a day 7 days a week, and must direct a Vehicle owner to the particular managed Auto Pound where their Vehicle is currently impounded. The system must be directly connected to the Contractor's impounded Vehicle inventory system and must'be able to handle at least 12 calls simultaneously. The bilingual automated phone system must retrieve Vehicle information by any of the following information: . . . lnventory Number, Last 6 numbers of the Vehicle ldentification Number, or License Plate Number. It must allow Owners the ability to call 24 hours a day to retrieve any and all of the following information : . . o . . . o Auto Pound where Vehicle is impounded Charges necessary to redeem a Vehicle Towing & Daily Storage Fee Schedule lnventory Number Auto Pound location Claim lnquiry Operating hours of each Auto Pound Necessary documents to prove ownership Auto Pound phone numbers o . Contractor must furnish and install at Contractor's expense, no less than two 20" flat panel monitors to run a City-approved, continuously looping, bi-lingual slide-show that informs Owners of the impoundment and redemption process. lnteractive Voice Response (lVR) Svstem Requirements The Depadment of Streets and Sanitation shall work with the Contractor to prescribe the script for the lVR. 100 Electronic I nventorv Svstem To inventory and manage the towed and stored vehicles, Contractor must provide and install, and maintain at its expense, a secured computerized electronic inventory system (and a remote redundant back-up system). The electronic lnventory System must enable hand-held wireless mobile computers that are equipped with barcode printers and barcode readers that in "real time" communicate and update the lnventory System files, remotely and wirelessly, from the Auto Pound grounds. The lnventory System also must have built-in quality assurances such as VlN, park locations, and Vehicle release verification to facilitate quality controls relating to the storage, redemption, and disposal of impounded Vehicles. Contractor's lnventory System must provide the City with immediate access to any information in its database that the City may require. Contractor must ensure, at Contractor's sole cost that its lnventory System interfaces seamlessly with any City system to which it must communicate. Contractor's reporting system must cross-check the information contained in Contractor's various other reports. To ensure each Vehicle is properly towed, stored, and ultimately either redeemed by an Owner without damage or disposed, Contractor must utilize its lnventory System, subject to approval by the Commissioner, using current technology and updating it regularly with the latest technology, for the accurate processing of each Vehicle. Contractor must follow the City's privacy and security policies, standards, and guidelines including the Exhibit 6, Data Protection Policy with Contractors, as may be applicable. n-Person Customer Service Reouiremenfs The Contractor must provide prompt and courteous service so the public does not have to wait an unreasonable amount of time, in the opinion of the Commissioner or authorized representative, either on the telephone or in person. ln all contacts with the public, Contractor must act in accordance with the highest standards of customer service, business practices, and in accordance with all applicable laws and ordinances. I Vehicle Transactions The Contractor must promptly return Vehicles when presented with sufficient proof of payment and ownership pursuant to applicable law and City guidelines. Claims Ma naoement Contractor must act on all claims by the public in good faith and in a reasonable and expeditious manner. Contractor must advise the Commissioner monthly, in writing, of any such claims and their resolution. Contractor must follow the approved claims procedure at all times, unless othenryise instructed by the Department of Streets and Sanitation Commissioner or authorized representative. 101 lf a Vehicle owner, or responsible party of the Vehicle, alleges that the Contractor has damaged his or her Vehicle while under the care, custody, and control of the Contractor, or that personal property is missing from the Vehicle, or other such claims of misconduct or the like, a supervisory-level staff person designated by the Contractor at the Auto Pound must meet with the Vehicle owner as soon as reasonably possible before the Vehicle leaves the Auto Pound. The supervisor must examine the Vehicle in the presence of the Vehicle owner to confirm the existence of the alleged conditions. The supervisor must assist the owner to complete and submit a Discrepancy Report provided to the Owner. The supervisor must also provide the owner with literature explaining the claims procedure. lnformation necessary to process the claim are to be submitted by the owner H. Problems/Gomplaints Resolution Process Contractor must provide the Department of Streets and Sanitation Commissioner or authorized representative with information on all complaints made by the public to the Contractor, within 24 hours of receiving the complaint, whether the complaint was made verbally or in writing. The Contractor must provide complaint resolution to Department of Streets and Sanitation Commissioner or authorized representative within three (3) days of receiving complaints. l. Fees and Fines and Vehicle Redemption Processes Fees and Fine Pavment Calculations Contractor is responsible for the proper calculation of all towing and storage fees and fines due, if any, for the redemption of Vehicles. Please note: The City-provided cashiers will collect all payments and provide a receipt evidencing payment amounts received. All fees and fines collected are managed by the City of Chicago Department of Finance. Contractor must provide the Vehicle owner with evidence of how the fees and fine were calculated, and be presented in a format acceptable to the Commissioner or authorized representative. Notwithstanding any Disposal Report received from the City, for as long as the Vehicle remains at the Auto Pound, the Contractor must release the Vehicle to the owner upon proof of ownership and receipt of all applicable paid fees and fines. Vehicle Release and Redemption Process Contractor must release the Vehicle to the owner within 15 minutes of being presented with a receipt confirming the proper payment of applicable fees and or fines. 702 Reconciliation of Due to the Cifv lf for any reason a Vehicle that was towed to an Auto Pound managed by the Contractor is missing from the Auto Pound or was released improperly without full and proper payment, Contractor must reimburse the City, at minimum, for all fees and fines that the City would have received if the Vehicle had been properly redeemed. Currently, fees and fines are calculated to include all days the Vehicle would have remained in storage at the Auto Pound prior to disposal or release. lf a determination has been made in the course of a Tow hearing that the City must issue towing and/or storage fees due to a Contractor error, the Contractor must reimburse the City for the amount of the refund so ordered. Vehicles Missinq from lnventory Contractor must immediately notify the City of any vehicles that are missing from the inventory. J. Disposal of Vehicles The Contractor will pay the City for unclaimed Vehicles valued as scrap at Auto Pounds #1S, #2 and #6 that are transferred to the Contractor by the City in accordance with 625 ILCS5/4-200 et. Seq. The price for the month will be set by the first monthly internet posting made by lron Age for the Chicago Region Ferrous Shredded Scrap. For the disposal of vehicles at all Auto Pounds, the City will provide Contractor with a list of Vehicles (the "Disposal Report") that identifies Vehicles that are no longer required to be stored for retrieval by the Vehicle owner and are eligible for disposal. After the City gives Contractor notice that the statutory time limit for claiming a Vehicle by an owner has expired, the City will transfer its interest in Vehicles having a value only as scrap, to the Contractor. The Contractor must have resources and the ability to dispose of Vehicles in compliance with all applicable laws including, but not limited to, the lllinois Vehicle Code, 625 ILCS 514-200 ef seg. The Contractor must remove the disposed Vehicle from the Auto Pound in accordance with all applicable laws, including requirements imposed by the Environmental Protection Agency, within 72 hours following the sale of the Vehicle as scrap. The City assumes no responsibility or interest in the Vehicle after such transfer. Upon receipt of the Disposal Report, the Contractor must, for its own account, dispose of such vehicles valued as scrap. Disposition of the Vehicles must be in compliance with all applicable laws including, but not limited to, the lllinois Vehicle Code, 625 ILCS 514-2OO ef seq. Contractor must notify the Commissioner or authorized representative if any Vehicle has a value of $10,000 or receives a bid in excess of that amount. The City reserves the right to remove those Vehicles receiving a bid in excess of $10,000 from the Auto Pound as directed by the Commissioner or authorized representative, for public auction or, at the 103 City's sole discretion, to be added to the Police Department's fleet under S 9-92-100 of the Municipal Code. K. Removal of Vehicles No vehicle may be removed from the Auto Pound except as authorized in writing by the City of Chicago in accordance with the lllinois Vehicle Code and the City of Chicago Municipal Code. The Contractor must remove all license plates from Vehicle prior to removal L. LEADS The Chicago Police Department ('CPD") has access/control of the LEADS system, pursuant to state law, which provides information relevant to the status of towed vehicles. This online investigation system is used by law enforcement to recover stolen property, reduce metaltheft, etc. The Contractor must provide a certified operator to access LEADS using the current LEADS-access system. The Contractor's certified LEADS operator must peform LEADS searches on allVehicles brought to an Auto Pound, pursuant to state law, and is subject to all CPD operational policies, rules, and regulations, with respect to automobiles brought to the auto pound, and to provide the results of those searches to Streets and Sanitation in non-original format as allowed for purposes of owner notification and to Chicago Police Department for purposes of initiating stolen vehicle recoveries. The Chicago Police Departments authorized representative shall provide training and certification for the Contractor's designated operator who shall also be required to pass fingerprint-based background screening consistent with US Department of Justice security policies. M. Reports Contractor must create requested reports per the Department of Streets and Sanitation Commissioner or authorized representative as required. For each Vehicle towed, the Contractor must submit the original Tow Report, the corresponding lnventory Report and ownership information for all identifiers related to the impounded vehicle as determined by LEADS. The Contractor must maintain on file and provide original repods upon request from the Department of Streets and Sanitation Commissioner or authorized representative. 10,4 All reports must be submitted in an approved format and method when due, no later than 3:00 a.m. or as othenruise directed by the Department of Streets and Sanitation Commissioner or authorized representative. All reports of Vehicle tows, GOA, RTO, and redeemed Vehicles must indicate the Aldermanic ward and Police district where the vehicle was located. All reports must be categorized by Auto Pound and include 1) the corresponding stock number, 2) inventory number, and 3) ordinance violation, if applicable, and 4) type of tow (lmmediate, Abandoned, Vehicle lmpoundment, Overnight Parking Ban, Boot-Release-and-Tow, etc.) 5) the type of tow truck used to perform the tow, 6) the Vehicle number, and 7) the Police Tow sign number 8) the Contractor's staff name and title of the person who performed the service 9) have LEADS reports attached as appropriate to the corresponding tow report 10) include a summary page which identifies the aggregate of each category Boot-Release-and-Tow Report On a daily, cumulative basis, a running tab throughout a given week and throughout a given month, the following information on a report must be provided to the Depadment of Finance's authorized representative, to include, but not be limited to: 1) the license plate number of a Boot-Release-and-Tow Vehicle 2) the date the Vehicle was Boot-Released-and-Towed 3) the time the Vehicle was Boot-Released-and-Towed 4) identity of the tow truck 5) the GOA location, if applicãble 6) the GOA date, when applicable 7) the Aldermanic ward where the Boot-Release-and-Tow occurred The City reserves the right to amend or request additional reports as needed at no additional cost to the City of Chicago. N. Daily Reports No later than 3:00 A.M. of each day, Contractor must provide a daily report of all activities performed the prior day (e.9., by 3:00 A.M. Tuesday morning, the Contractor must submit a daily report detailing the services provided during the 24-hour period on Monday) for each Auto Pound. No later than 3:00 A.M. of each day, Contractor must also provide an electronic report that lists those Vehicles redeemed by the public and those determined by Contractor to be GOA or RTO for that day. 105 The daily report must itemize per each Vehicle and provide totals for each reporting line item, the following items: 1) Vehicle towed 2) Tow request received 3) Type of tow of each Vehicle 4) Time of notification received from City 5) Time of tow per each Vehicle 6) Vehicle's VlN, make, and model 7) Towed-from location per each Vehicle 8) Ward and Police District Vehicle was towed 9) Vehicle redeemed 10) 11) 12) 13) 14) Vehicle Vehicle Vehicle Vehicle Vehicle from GOA RTO released by the City to Contractor for disposal scheduled for disposal and when disposed of and when The Contractor must submit a Daily Summary Report that accounts for all tow instances, Vehicles redeemed, and Vehicles received by Contractor from City via Disposal List. Tow and lnventory Repoñ - Form processed for each Vehicle towed into an Auto Pound indicating the physical condition of the Vehicle and such other information as required by the Department of Streets and Sanitation Commissioner or authorized representative. The Contractor must attach a copy of the Tow and lnventory Report for each Vehicle and or Vehicle part or related appurtenances towed to an Auto Pound. The Contractor must submit a By Date ln Reporl that lists every Vehicle towed on a particular day or span of days. The Contractor must submit a Redeemed List Report that lists all Vehicles that were redeemed by Owners. The Contractor must submit a Vehicles Not Towed Within 24 Hours Report that lists Vehicles that were not towed within 24 hours. The Contractor must submit a Crush-By List Date Report - report that lists all Vehicles scheduled for disposal on a particular date. The Contractor must submit a Daily Assignment Report detailing the applicable tow truck number, license plate number, driver and corresponding "Police Tow" sign and any other pertinent identifying information. The Contractor must submit LEADS lnformation Repoñ detailing lnformation received from LEADS and transmitted to the City for each vehicle towed in a format other than original. 106 O. Weekly Reports a Weekly report to the Commissioner or authorized representative each categorized by Ward andior District per Auto Pound every Monday. (Tuesday when a legal holiday is on Monday): Contractor must submit . . . . . . . P. Vehicles stored in the Managed Auto Pound All Cars ln Auto Pound Report - Report that lists all Vehicles remaining in the Auto Pound with each respective location. lmmediate Tows that have been impounded for more than 18 days Vehicle lmpoundment Tows vehicles that have been impounded for more than 105 days Boot-Release Tows that have been impounded for more lhan24 days; and Abandoned Tows that have been impounded for more than 18 days. Vehicles redeemed from each pound for the week. Monthly and Other Reports Contractor must provide the Commissioner with a final repoñ by Ward and/or District of each month's activities no later than the third day of the following month. The Monthly report must include a summary of the same information provided in the daily reports, without attachments. Contractor must also provide the following reports: The Contractor must submit a Monthly Summary RepoÉ of the totals for each disposition area (e.9., Towed, GOA, returned to Owner (RTO), Redeemed, Crushed). The Contractor must create and maintain a Battery and Used Tire Report at each managed Auto Pound at all times detailing the transportation and disposition of used tires and batteries. O. Staffing Contractor must provide a sufficient number of trained personnel able to sustain three shifts to include relief/substitution personnel throughout the 24-hours a day, 7-days per week, 365-day operation, at each Auto Pound with a minimum of: one Shift Supervisor, one Front-end loader operator, one lnventory control person, one Data entry clerk, one Auto Pound Manager, one Gate attendant, and one Security officer, one Leads operator, one Customer service person, . . . . . . . . . ro7 Additionally, the Contractor must provide a Claims manager and Claims Committee personnel. (See Section H. Problems/Complaints Resolution Process.) R. Management Transition Gooperation lf for any reason the Agreement is to be terminated, either by expiration according to its terms or under any termination provision, including for default, early termination, or nonappropriation, the Contractor must keep sufficient personnel on site at the Auto Pounds until the date and time the Agreement ends for the redemption and disposal of Vehicles. Contractor must provide the City with accurate records of all impounded Vehicles. At all times during the final six months the Agreement is in effect, the Contractor must cooperate with the Commissioner to facilitate transition of the services to a new provider of auto pound management services without inconveniencing the public or the City or curtailing Contractor's own provision of the Seruices. The Contractor must permit, as directed by the Commissioner, any new provider to have access to all Auto Pounds and to observe all Pound operations to facilitate the transition. At the date the Agreement ends, Contractor must immediately remove its equipment to provide room for the equipment of any such new provider. Contractor must leave all Vehicles on site for the City's determination of final disposition. 108 ATTACHMENT 1 BOOT.RELEASE.AND.TOW SCOPE OF SERVICES The Department of Finance is authorized to immobilize (with a Boot) certain vehicles in accordancewith Municipal Code Section 9-100-120 (and related Municipal Code provisions, and as may be amended from time to time). The Department of Finance maintains data in its own proprietary application called "CANVAS'. CANVAS identifies all vehicles eligible to be Booted. The Boot-eligible vehicle data is downloaded into mobile devices installed in Department of Finance vans equipped with special cameras linked to license-plate-recognition software (LPR) and the Boot-eligible list of license plates. These LPR outfitted vans can identify vehicles parked on the street having a license plate that matches to the CANVAS database as being a vehicle that is eligible to be Booted. When the van drives past a Boot-eligible vehicle, an alarm signals the Department of Finance booter to stop and then install a Boot onto all such Boot-eligible vehicles found. The Department of Finance purchases and maintains commonly used boot equipment in the U.S. market. After a Boot has been installed, the Contractor will be notified via the Department of Finance's Tow Report (sent to the Contractor daily) with a list of all Vehicles eligible to be towed and impounded as an lmmediate Tow. (Currently, the Municipal Code requires a wait-time of 24hours between the time a Boot was installed and when the vehicle can be towed and impounded.) The Contractor must then dispatch a tow truck to the location of each Booted vehicle on the Department of Finance Tow Report. Upon arrival at the location of the Boot-eligible Vehicle, timing becomes critical. The tow truck driver must double-check to confirm that the owner of the Booted Vehicle has not coincidentally paid the requisite fines (which would then no longer make that vehicle Boot-eligible). The Cöntractor receives this 'confirmation directly by checking CANVAS (which, concerning payments, is updated in real time) while in the field - preferably by using a mobile device linked to CANVAS rather than by having the tow truck driver call someone to check CANVAS for him and then relay that information to him because timing is critical at this moment. (See Attachment2,Data Entry Responsibilities, regarding the CANVAS interface requirements.) - Once the tow truck driver confirms with CANVAS that the owner of the Booted Vehicle has not, by that specific point in time, paid the requisite fines (which would then no longer make that vehicle Boot-eligible), then the tow truck driver must release the Boot by removing the Boot-lock with the tow truck driver's Boot-lock-key (about a 1-2 minute process), stow the Boot and Bootlock in the tow truck, update CANVAS concerning the new status of the Vehicle, and tow the Vehicle to the designated Auto Pound as an lmmediate Tow, all in accordance with the applicable terms and conditions as described in Exhibit 1 for the Department of Streets and Sanitation and Attachment 1 throuqh 3 of this CONTRACT. Boot-Release-and-Tow Scope of Services This Section describes the steps involving the release of Boots from Vehicles that will be towed pursuant to the Municipal Code Section 9-100-1 2Q, by Contractor, on the same day that the Boot is released and immediately after the Boot is released. The Contractor is not authorized to release any boots unless directed by the Department of Finance A. Boot-Release-and-Tow Contractor must print daily Tow Reports from CANVAS, Monday through Sunday, which reports indicate the time and date Booted Vehicles as 109 described above are eligible for towing and impoundment ("Eligible Vehicles"). ii. Contractor must provide services 2417 365 days per year Contractor, upon dispatch to and arrival at an Eligible Vehicle, must verify the eligibility status of all Booted Vehicles by checking CANVAS prior to performing the Boot-Release-and-Tow and impounding of the Eligible Vehicle. IV Upon arrival at the Eligible Vehicle, Contractor must check CANVAS: if CANVAS confirms to the Contractor that a Booted vehicle is eligible for towing and impoundment, Contractor must update CANVAS immediately by entering all necessary information including the date and time that Contractor is just about to tow and impound the Eligible Vehicle. (Department of Finance will train Contractor on the CANVAS interface see Attachment 2, Data Entry Responsibilities.) - V Contractor must not release any Boot or tow and impound any Eligible Vehicle prematurely, based on the time threshold indicated in CANVAS for that particular Eligible Vehicle. vt. Contractor must not release any Boot or tow and impound any "Eligible Vehicle" once CANVAS or an authorized representative from the Department of Finance has notified the Contractor that the registered owner of the Eligible Vehicle is now in compliance (e.9., payment, successful hearing request, etc.). vil Cohtractor must inspect Eligible Vehicles and note any visible vehicle damages and describe any such damage(s) in the lnventory Report that Contractor must prepare pursuant to the requirements in accordance with the lnventory Report completion instructions as set forth by the Department of Streets and Sanitation. vilt Contractor must remove the Boot-lock and Boot from the Eligible Vehicle prior to towing, secure the Boot and Boot-lock devices in Contractor's vehicle, and proceed to the next Eligible Vehicle or, if applicable, immediately tow the Eligible Vehicle to the appropriate Auto Pound as an lmmediate Tow. Contractor must inspect the boot device. lf a boot tamper condition is IX: determined, then the Contractor must provide photo evidence as confirmation of condition and create a GOA fee in CANVAS. B. GOA (Boot-Eligible Vehicles Gone on Arrival) lf any Eligible Vehicle is missing when Contractor arrives at the Eligible Vehicle's documented location, Contractor must contact the Department of Finance's Dispatch immediately to verify the address. I lf Department of Finance's Dispatch provides an alternative address, Contractor must proceed to that address to release the Boot and tow and impound the Eligible Vehicle. 110 lf Department of Finance's Dispatch has no alternative address, Contractor must check for the Eligible Vehicle within a two-block radius to ensure the Eligible Vehicle was not somehow relocated or had an incorrect address assigned to IV it. (Contractor may elect to extend this radius if time permits.) lf the missing Eligible Vehicle is found, Contractor must follow the BootRelease-and-Tow procedures (as described in A, iii-vii, above). V C. lf the missing Eligible Vehicle is not located, Contractor must update CANVAS to document the missing Eligible Vehicle as being GOA. Boot and Boot-lock Storage Contractor must return and deliver boots devices and locks to the designated Department of Finance location on a daily basis. D. ii Contractor is required to inventory the Boot devices and Boot-locks as they are returned. The number of Boots and Boot-locks must equal the number of Boot devices and Boot-locks removed by Contractor during the BootRelease-and-Tow instances. iii Contractor is responsible for all Boot devices and Boot-locks damaged, lost, or stolen while in Contractor's custody. Contractor must pay replacement and shipping costs as specified by the City for any damaged, lost, or stolen Boot devices and Boot-locks. tv Öontractor must create and maintain a boot equipment inventory system and, on a daily basis, provide a Reconciliation Report to the Department of Finance. Boot-Lock-Key Damage or Loss The Department of Finance purchases high-security locks and keys specifically adapted (and controlled) by the lock manufacturer specifically for use on the Department of Finance's Boots. These locks are coded to keys and key-cylinders in accordance with Department of Finance requirements. lf a key is lost or stolen it could then be used to unlawfully unlock all Boots having locks that can be opened by that key. That [ey must then be made unusable as soon as possible by recalling all of the locks that that key was designed to unlock, and then having the affected locks shipped to the manufacturer to have a new key cut and have all lock cylinders replaced in order to accept that newly cut key. The Contractor shall comply with all Department of Finance processes and procedures as follows (and as may be applicable at the time): Contractor must keep secure all Boot-lock-keys at all times. lf a Boot-lock-kev is lost or stol en- Contractor must immediatelv notifv the Department of Finance. Finance will make arrangements for shipment and replacement of Boot-lock-keys and Boot-lock-key cylinders from its supplier for all Boot-locks which that Boot-lock-key was specifically designed to unlock. 1.1.'1. Contractor must fund all costs incurred by the City for the purchase of new keys and cylinders associated with the lost or stolen key. E. IV lf a key should become damaged, Contractor must immediately notify the authorized representative from the Department of Finance in order to arrange for the replacement of that key. V Contractor must fund all costs incurred by the City for the replacement and shipping costs, as specified by the City for the damaged key. Cost Reconciliation Process ln the event of loss, stolen, or damaged Boots, Boot-locks, Boot-lock-keys or cylinders, the Department of Finance will account for the costs it has incurred in order to replace those goods, and reconcile the sum of the accrued costs on a monthly or quaderly basis, or on a timely basis determined by the Department of Finance. The Department of Finance shall then offset those costs from any payments due to the Contractor, or cause such costs to othenruise be equitably reconciled to the City of Chicago's Department of Finance. F. Relationship Management Contract Monitoring. Contractor and Finance shall monitor the progress of the performance of the Agreement and analyze and attempt to resolve any problems. Meetinqs. The Contractor must make every reasonable effort to have key personnel attend all meetings scheduled by the Finance Department. Monthlv Reports. No later than thè tenth of each month, Contractor must deliver to the Department of Finance a status report summarizing the preceding month's performance, including instances where Contractor failed to meet one or more of the Service Levels specified in Attachment 3, summaries of any non-compliance, and specifics about any other actual or anticipated performance problems. Quarterlv Meetinq. Contractor and the Finance must meet during the last calendar quarter of each calendar year for the purpose of reviewing and improving Contractor's performance under the Service Levels to reflect changes in circumstances and identify process and system improvements. ln addition, either the City or Contractor may, at any time, upon 30 days prior written notice to the other, initiate negotiations to review and to improve any Service Level that either party reasonably believes to be in need of adjustment. Any revisions to the written amendment to the Agreement. Service Levels may require Notwithstanding the foregoing, Contractor must use reasonable etforts to improve its performance Service Levels from year to year. ln no event will service levels be adjusted such that less favorable to City than those set forth herein. a \72 ATTACHMENT 2 DATA ENTRY RESPONSIBILITIES The Department of Finance designed, developed, and maintains its own proprietary application (CANVAS) to manage all of the City of Chicago's parking and vehicle related compliance violations and paymenUreconciliation requirements pursuant to current City of Chicago Municipal Code ordinances and other laws involving the Finance's authority. CANVAS is a dynamic, real-time, interactive database to which the Contractor must intedace with in order to perform all Boot-Release-and-Tow requirements, no later than 3O-days from the effective date of the awarded contract. The City will provide the Contractor with secured connectivity into certain CANVAS functions, as authorized by the Department of Finance, in order to enable the Contractor's tow truck driver to download from and inpuUupdate to CANVAS each Boot-Release-and-Tow instance in real-time from the fíeld. (Currently, connectivity into CANVAS can be accomplished via (a) a secured Internet VPN gateway (e.9., whereby the Contractor's hosted system acts as the conduit between a tow truck driver and CANVAS); or (b) via a clíent-based type of software installation (e.9., whereby individual tow truck mobile devices are loaded with City-issued software that will facilitate that tow truck's mobile device to communicate to CANVAS); or but only in the event that neither (a) or (b) above are working due to technical connectivity problems, and notwithstanding any Service Level Requirements - via direct person{o-person contact between the tow truck driver and Department of Finance personnel, whereby the Department of Finance staff person will act as the conduit between CANVAS and the tow trudk driver until secured connectívity is restored. NOTE: currently, the Department of Finance requires up to approximately five tow trucks to be fitted with the software to communicate with CANVAS. - Contractor must, at its own expense, provide the hardware and software necessary to interface with CANVAS as described in the paragraph above, as well as establish the secured wireless network and lnternet connections necessary to interface with CANVAS in real-time; and provide the installation and maintenance of such hardware and related software, as necessary, to perform the Boot-Release-and-Tow Services during the term of the Agreement. After the City enables connectivity into CANVAS, the Department of Finance will provide the Contractor with the training on the navigation and general use of CANVAS as relates to the relevant Boot-Release-and-Tow fields in CANVAS. 1) CANVAS enables users to: a) Receive Tow Reports listing Eligible Vehicles pending towing. b) Enter data concerning a Boot event, including the enforcement type, date, time, and location of the Eligible Vehicle; the unit and badge number of the booter; the Eligible Vehicle's license plate, license plate type, make, model, weight, and color. c) Enter data concerning each tow event and problem or incident, if any, including the tow truck location, tow truck number, Auto Pound destination/location, and tow truck driver badge number. 113 d) Enter data concerning a GOA, lost, stolen, or missing Boot. e) Capture information concerning an Owner's compliance pursuant to payments made. Ð Capture information concerning an Owner's compliance pursuant to a hearing. g) Access CANVAS 24 hours per day, excluding system maintenance periods or system downtime. 2l CANVAS shall: a) Generate tow lists of Eligible Vehicles ready for or pending towing including the Boot-lock and key type used to apply the Boot type. b) Allow data entry of entire Vehicle ldentification Number ("VlN") at time of immobilization. c) Assign a sequence number to all tow requests. d) Allow the generation of a Tow Report identifying the times and dates Eligible Vehicles are eligible for towing and impounding, the booter's badge and unit number (or digital signature), and VlN, when available, and individualtow orders. e) Allow the printing of specific pages of the Tow Report or reprinting of an entire Tow Report. 0 Update every 60 seconds to reflect changes to the pending tow list g) Allow Contractor to access CANVAS via VPN gateway. Via specific tow trucks having client-base software installed on their mobile device, or via the Department of Finance's project office, should Contractor be unable to connect via the VPN gateway or via tow truck's hardware. h) 3) Allow users to edit vehicle weight so as to automatically apply the appropriate fee schedule. Training Provided by Department of Finance to Gontractor i) The Department of Finance will provide Contractor and its employees performing the Services described in Attachment 1 with reasonable training in the operations of CANVAS. ii) The Department of Finance will provide Contractor and its employees performing the Services described in Attachment 1 in the proper procedures to release a Boot device from a vehicle. iii) The Department of Finance will provide written notice of High Boot-Tamper Areas and subsequent changes to those areas to Contractor. 1.1.4 ATTACHMENT 3 BOOT.RELEASE.AND.TOW PERFORMANCE MEASURES AND SERVICE LEVELS 1. Service Levels Service Levels pertain only to the tows and impoundments referred to in Attachment and Attachment 2. Contractor must perform the Services under Attachment 1 in compliance with the Service Levels set forth in this Attachment 3,_Section 3 below. 2. 1 Failure to Meet Service Levels Without limiting Contractor's obligations to provide credits as indicated in F3 Section 3 Financial Adjustments: Service Level Credits, below, if Contractor fails to provide Services under Attachment 1 in compliance with the Service Levels set fodh in Attachment 3, Section 3, Contractor must: (a) perform a root cause analysis to identify the cause of such failure; (b) correct such failure; and (c) provide the Finance with a report detailing the cause of, and procedure for correcting, such failure and (d) specify the procedure that Contractor must implement to prevent recurrence of such failure. lf both Contractor and the City reasonably determine that the failure to meet the Service Levels was no fault of the Contractor to substantially perform the tâsks set out in Attachment 2, provided Contractor has taken reasonable steps to mitigate the effects of such failure, then City shall not seek financial adjustments under Attachment 3, Section 3. 3. Financial Adjustments: Service Level Credits ln the event Contractor fails to meet the Service Levels detailed in the following table, Contractor must provide the credits as follows. 1.15 Department of Finance Boot-Release-and-Tow Service Level Schedule SERVICE LEVEL Boot Removal Contractor must not exceed 4 hours from the time indicated on the Tow Report to remove Boots, tow and impound Eligible Vehicles, and update CANVAS as required. PERF'ORMANCE MEAST]RE The time the boot is removed from the Vehicle is compared against the time indicated on the Tow Report to remove Boots, tow, and impound Eligible Vehicles. Not applicable if the City has initiated Emergency Towing, pursuant to Procedures for Relocation Tow DEFÄULT FOR X'AILT]RE TO MEET SERVICE LEVELS Whenever any Boot is removed more than 4 hours from the time indicated on the Tow Report to remove Boots, tow, and impound Eligible Vehicles. CREDIT DUE TO THE CITY IN THE EVENT OX' A DEFAULT FOR FAILURE TO MEDT SERVICE LEVELS $100.00 per Boot. Contractor must reimburse the City, at then-current replacement cost value per Boot that is reported lost, stolen, or tampered within 4 hours or more from the Eligible Vehicle's tow time. requirements. The credits specified above are not intended to be penalties but are instead intended to reimburse the City for Contractor's failure to meet Service Levels. The imposition of such credits may not be construed as limiting the City's rights and remedies under the Agreement. Nothing contained in the credits section above is to be construed as limiting the right of the City to recover from Contractor all amounts due or to become due, and all costs and expenses sustained by the City for improper performance under the Agreement, repudiation of the Agreement, failure to begin Services on the date of commencement, or failure to perform the Services, or breaches in any other respect. 116 EXHIBIT 2 SCHEDULE OF COMPENSATION Fee Proposal for Department of Streets and Sanitation Auto Pounds #3S and #3N Abandoned Tows: The Contractor wil pay the City of Chicago ($15.00) for each Vehicle impounded as an Abandoned Tow. The Contractor will not charge the City for the cost of towing Abandoned Tows. Additionally, the Contractor will absorb the costs of administering Auto Pounds #3S and #3N. The City will transfer all unclaimed Vehicles valued as scrap from Pound #3S and #3N to the Respondent without charge. ln the event that a Vehicle towed as an Abandoned Tow is redeemed or transferred from the pound, the Contractor will be entitled to a credit of ($25.00) for each Vehicle redeemed or transferred from the pound against any monies it owes the City for the Vehicle impounded. Auto Pounds #lS, #2 and #6 or other Facilities as directed by the Commissioner lmmeditate Tows: .(With the exception of Abandoned Tows, Relocation Tows, Specta/ Tows and Vehicle Pañs, this pricing will apply to all other impoundments.) The Contractor will tow all Vehicles weighing less than 8,000 lbs at the per vehicle rate as indicated below Year Tow Fee Management Fee Total $ $ $ 119.71 Year Year 2 1 94.07 25.64 $ 96.07 $ 27.14 $ 123.21 $ $ $ 3 97.57 28.64 Year $ $ 126.21 4 99.07 Year 5 $ 100.07 $ 131 .71 eO.l¿ 129.21 31.64 The Contractor will tow all Vehicles weighing 8,000 lbs or more at the per vehicle rate as indicated below. Year Tow Fee Management Fee Total $ $ $ I Yea¡ 2 $ 25.64 $ 135.00 160.64 $ '136.00 Year $ 27.14 163.14 $ I 3 37.00 28.64 165.64 ,Year 4 $ $ $ 138.00 30.14 168.14 Year 5 $ $ $ 139.00 31.64 170.64 Auto Pound #4 or other Facilities as d¡rected by the Commissioner lmmeditate Tows: *(With the exception of Abandoned Tows, Relocation Tows, Special Tows and Vehicle Paris, this pricing will apply to all other impoundments.) The Contractor will tow all Vehicles weighing less than 8,000 lbs at the per vehicle rate as indicated below Year Tow Fee Only $ I 94.07 Yea¡ $ 2 96.07 Year $ 3 97.57 Year $ 4 99.07 Year 5 $ 100.07 Auto Pounds #1S, #2 and #6 or other Facilities as directed by the Commissioner Vehicle Parts: The Contractor will tow all Vehicle Parts at the per unit rate as indicated below Year Tow Fee Only $ I 48.04 Year 2 $ 48.54 Year $ 3 49.04 Year $ 4 49.54 Year 5 $ 50.04 SpecialTows: The Contractor will tow vehicles from beyond the Corporate City Limits to the designated Pound at the hourly rate as indicated below from the time of assignment until the time the vehicle is delivered to the Auto Pound. Year Rate Per Hour $ 1 75.00 Year $ 2 75.00 Year $ 3 75.00 Year $ 4 75.00 Year 5 $ 75.00 On-Site Standby: The Contractor will charge the City at the hourly rate as indicated below, when ordered to stand by until a vehicle is released for transport. This fee is separate from any other applicable towing and management fees Year Rate Per Hour $ I 80.00 Year $ 2 80.00 Year $ 3 80.00 Year $ 4 80.00 Year 5 $ 80.00 Relocation Tows: The Contractor will charge the City at the hourly rate as indicated below for vehicles that are relocated during emergencies or special events. The Contractor will not be allowed to charge for Vehicles relocated from one Auto Pound to another or within the the same Auto Pound. Year Rate Per Hour 1 100.00 Yea¡ $ 2 100.00 Year $ 3 100.00 Year $ 4 100.00 Year 5 $ 100.00 Unclaimed Vehicles / Parts: The Contractor will pay the City for unclaimed Vehicles valued as scrap at Auto Pounds #15, #2 and #6 that are transferred to the Contractor by the City in accordance with 625 ILCS5/4-200 et. seq during Years 1 through 5. The Contractor will pay the City 42o/o of the price per ton as posted by lron Age as indicated below. The price for the month will be set by the first monthly internet posting made by lron Age for the Chicago Region Ferrous Shredded Scrap. The Contractor agrees that each unclaimed vehicle transferred weighing less than 8,000 pounds will be considered 1.30 tons. The Contractor agrees each unclaimed Vehicle transferred weighing 8,000 pounds or more to them will be considered 3.80 tons. The Contractor agrees each unclaimed Vehicle Part transferred to them will be considered 0.65 tons. COMPENSATION SCHEDULE FOR DEPARTMENT OF FINANCE BOOT RELEASE AND TOW The City will pay the Contractor the rate as scheduled below for each Boot-Release-and-Tow (this cost incorporates all costs - administrative, vehicles, personnel, insurance, communications, etc.) associated with Boot-Release-andTow requirements. Year Tow Fee $ I 35.00 Year $ 2 35.44 Year $ 3 35.88 Year $ 4 36.33 Year 5 $ 36.78 EXHIBIT 3: INSURANCE CERTIFICATE OF COVERAGE 118 Client#:70377 ACORD," URTHOLD DATE (MMIDD¡YYYY} CERTIFICATE OF LIABILITY INSURANCE 4t25t2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TH S CERTTFTCATE OF TNSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE ISSUING TNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may requ¡rê an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). fiRilËl"t Michette Forte' PRODUCER Mes¡row lnsurance Services, lnc. Mackey Team 353 N. Glark Street Chicago, lL 60654-4704 tNsuRERA: INSURED tNsuRER B rowfina ncial.com ' tNsuRER c . ACE American lnsurance Company Starr lndemnity & Liability Com 3831 8 Lexington lnsurance Company 19437 22667 INSURER D: Suite 301 lL NAIC # INSURER(S) AFFORDING COVERAGE URT Holdings, lnc. 9550 Bormet Drive Mokena, 312 595-7163 ,-o, 3i 2 s9s-2165 foT8.tf". INSI.JRER 60448-6044 E: INSTJRER F : REVISION NUMBER: CERTIFICATE NUMBER: COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVEBEENISSUED TOTHE INSURED NAMEDABOVE FORTHE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOV\N MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE NSR wf) COMMERCIAL GENERAL LIAAILITY A LIMITS POLICY NUMBER 05t01t2015 07to1tzur, xsLG27392982 2.000.000 s500.000 EACH OCCURRENCE $ $250,000 Self MED EXP lAnv one Deßon) sN/A lnsured Retention PERSONAL & ADV INJURY s CLAIMS-I\4ADE x OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PROJECT LOC POLICY 2.000.000 s4.000.000 s4.000.000 GENERAL AGGREGATE x PRODUCTS . COMP/OP AGG $ A X x ANY AUTO ALL OWNED AUTOS HIRED AUTOS X t5t01t2015 07to1t201Í ts4H08856758 Physical Damage $1,000 Comp Ded $1,000 Coll Ded AUTOMOBILE LIABILITY SCHEDULED AUTOS NON.OWNED AUTOS c3.000.000 BODILY INJURY (Per peßon) $ BODILY INJURY (Per acc¡dent) $ $ $ UMBRELI.A LIAB B X A A x EXCESS LIAB I 00001 I OCCUR 0l I J5tO112015 07t01t2016 AGGREGATE CLAIMS-MADE DED WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOFYPARTNER/EXECUTIVE OFFICERYMEMBER EXCLUDED? (Mandatory ln NH) lf yes, descr¡be under DESCRIPTION OF OPERATIONS below $ Y/N N N/A Garage Liability STÂTI ITF E L E L DISEASÊ. E L s1.000-000 EACH ACCIDENT EA E¡¡PLOYEE DISEASE - POLICY LIMIT E1.000.000 s1.000.000 ù5t01t2015 07t01t2016 $1MM Occ/$1MM Agg ù5t01t2015 0710112016 $500,000 Occ/$lMM Agg 05t01t2015 07t011201c, $500.000 Occ/$3MM Aqq GARH08856783 012944665 012944665 VEHTCLES (ACORD 101, OTHFR PER ,5t01t2015 07t01t2016 X WLRC48604158 c MT Gargo; On Hook c Garaqekeepers Lia DESCRIPTION OF OpERATIONS / LOCATTONS s5-000-000 s5-000.000 EACH OCCURRENCE Addlflonal Remarks Schedule, my be attached lf more space is fequired) ' - lmpound Facility Management, Boot Release, Towing and Related RE: Contract Specification #135025 Services, The City of Ghicago is an Additional lnsured as respects operations and activities of, or on behalf of the named insured, performed under written contract with or permit from the CiÇ of Chicago. (See Attached Descriptions) City of Chicago Department of Procurement Services 121 N. LaSalle Street, Room 103 Gity Hall Chicago, lL 60602 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTCE WILL ACCORDANCE WITH THE POLICY PROVISIONS. IN AUTHORIZED REPRESENTATIVE jrt* !. ø.-"-* @ (201410'l) 1 oÍ 2 The ACORD #s2053136/M2051928 ACORD 25 BE DELIVERED 1988-2014 ACORD CORPORATION. All rights reserved name and logo are registered marks of ACORD MZF The City of Ghicago is named as an Additional lnsured as respects operat¡ons and activities of, oron behalf of the Named lnsured, performed under written contract with or permit from the City of Chicago The insurance is primary and non-contributory. A waiver of subrogation is included when required by written contract with the Named lnsured The City of Chicago is named as an Additional lnsured on the Pollution Liability insurance coverage. The insurance is primary and non-contributory. lnsurance Company: Chubb Group of lnsurance, Policy Number: 37312767 and Policy Period: 0110112015 to 0110112018. Professional Liabilíty insurance: Zurich American lnsurance Company Effective Date:111112015-111112016, Policy Number EOC0583506803, Limit: 1,000,000 Garagekeeper Legal Liability Coverage is covered under the Property insurance Coverage and is scheduled on the ceÉificate. SAGITTA 25.3 (2010/05) 2 o1 2 #s2008905/Ml 79831 0 (MM'DDÍYYYY' ACORD,. EVIDENcE oF coMñ/IERcIAL PRoPERTY INSURANcE 05/04/2016 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME, CONTACT PERSON ANO ADORESS COMPANY NAME AND ADORESS Lexington lnsurance Company Mesirow lnsurance Services, lnc. Mackey Team 353 N. Clark St¡eet Chicago, lL 60654-4704 ljx N^\.312 s95-7163 E-mt CODE: 100 Summer Street Boston, MA02l10 mforte@mesirowfinancial.com "", IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH POLICY TYPE SUB CODE: All Risk/Special Form NAMED INSURED ANO ADDRESS URT Holdings, lnc. 9550 Bormet Drive LOAN NUMBER POLICY NUMBER 135025 0129¿14665 Suite 301 EFFECTIVE OATE Mokena, lL 604¿t8-6044 EXPIRATION DATE 05/01/2015 ADDITIONAL NAMED INSURED(S) 07101t2016 CONTINUÉD UNIIL renrr,lrureo rF cHEcKÊD THIS REPL.ACES PRIOR EVIDENCE DATED: INFORMATION REMARKS on BUILDING OR BUSINESS PERSONAL PROPERTY LOCATION/DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACT OR OTHERDOCUMENTWITH RESPECTTOWHICHTHIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PERILS BASI(ì x BROAI) CotvllvlERClAL PROPERry coVERAGE AMOUNT OF INSURANCE: $ 10,000,000 i/ES Ug BUSINESS INcoIvIE E RENTAL VALUE ilO x x TERRORISM COVERAGE DED: 50,000 N/A lf YES, Ll¡/lT: 2,500,000 X BLANKET COVERAGE .qPFntÀt Policy Limit Actual Loss Sustained; # of lf YES, indicate value(s) reported on property identified above: g Attach Oisclosure Notice / DEC x IS THERE A TERRORISI\4-SPECIFIC EXCLUSION? IS DOMESTIC TERRORISM EXCLUDED? X LIMITED FUNGUS COVERAGE X FUNGUS EXCLUSION (lF "YES', specify organ¡zalion's form used) x REPLACEI\4ENT COST x lf YES, Ll¡/lT: 100,000 x x AGREED VALUE COINSURANCE EQUIPIVENT BREAKDOWN (lf Appljcable) DED: lf Yes, X lf YES, LIMIT: X lf YES, LIMIT: POLICY LIMIT DED: 50,000 x x lf YES, LIMIT: 1000000 DED: 50,000 EARTH l\4OVEMENT (lf Applicable) X lf YES, LllvllT: 5000000 DED: 100,000 FLOOD (lf Applicable) X lf YES, LlN4lT: 5000000 DEo: 100'000 WIND/HAIL (lf Subject to Different Prov¡sions) x lf YES, LIMIT: ORDINANCE OR LAW - Coverage for loss lo undamaged port¡on of bldg - Demolit¡on Costs - lncr. Cost of Construct¡on 10000000 DED: 50,000 1000000 lf YES, LIMIT: DED: 50,000 10000000 DED: 50'000 PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL DELIVERED IN LrcY ACCORDAN PROV S ONS. ADDITIONAL I\4ORTGAGEE LENDERS LOSS PAYABLE CONTRACT OF SALE X LENOER SERVICING AGENT NAME AND ADDRESS Loss Payee NAME AND ADDRESS City of Chicago Department of Procurement Services l2l N. LaSalle Street, Room 103 City Hall Chicago, lL 60602 AUTHORIZED REPRESENTATIVE Åû%: fl 6*",***^ @ The ACORD name and logo are reg¡stered marks of AGORD MZF BE months 12 EVIDENCE OF COMMERCIAL PROPERTY INSURANCE REMARKS . lncluding Special Gonditions (Use only if more space is required) RE: Contract Specífication #135025 - lmpound Facility Management, Boot Release, Towing and Related Servlces: l{i30û S Doty Road, Chicago, ¡L 6û612 701 N, Sacramento, Chicago, lL 60612 The city of chicago is named as a Loss Payee on the Property coverage when required by written contract with the Named lnsured. The All Risk Property Form includes lmprovement & Betterments, Machinery, Equipment, Tools, Supplies and all 3rd Party Equipment that the lnsured is contractually responsible for. Also, property ín care, custody and Control of URT Holdings, Inc. is covered. Garagekeepers Legal Liabilify Coverage is covered under this Property insurance coverage. Valuable Papers and Records coverage is included under this Property insurance coverage. ACORD 28 (2011n11 Page Starr Indemnity & tiability Company Dallas, TX 1 -86ô'5 19-2522 Excess Liability Policy Schedule of Underlying lnsurance Pollcy Number: 1000011018 Named lnsured: Effectlve Date: 05/0112015 at 12:01 A.M. URT HOLDINGS, lNc. lssulng Company: Starr lndemnity & Liabitity Gompany The Declarations, Schedule(s), and allterms and conditions complete thís insurance Policy Type of Pollcy or Coverage and lnsurer, Pollcy Number and Policy Period Llmlts of lnsurance A. First Underlylng lnsurance Follcy(les Carrier: Policy No.: Coverage: Policy Period: xs - 102 (ro/08) AceAmerican Insurance Company XS1G27334234 LIABILIW 0510112015 to 05/01/2016 GENËRAL Limits: $2,000,000 $4,000,000 $4,000,000 $250,000 Each Occunence Limit General Aggregate L¡mit Products/Comp. Ops. Aggregate Limit SIR Page Copyrlght I of t$ C. V. Stan & Company and Stan lndomnlty & Llablllty Comp¿ny. All rlghts rosorv€d. lncludeS copyrlght€d ñat€rlal of ISO Próportløs, lnc., used wlth lte permlsilon. @ Starr Indemnity & Llability Company Dallas, TX 1-866-51 9-2522 Coverage: Policy Period: EMPLOYEE BENEFITS LIABILITY $2,OOO,OOO 05/01/201s to $2,000,000 Canier: Ace American lnsurance Company Policy No,; cMRG27334258 Coverage: Policy Period: GENERAL 05/01/2015 to Coverage: Policy Period; EMPLOYEE BENEFITS LIABILIÏY $2.OOO,OOO O5l0ln115 to $2,000,000 Canier: Ace American lnsurance Company Policy No. 8CFH08821070 Coverage: Policy Period: AUÏO LIABITITY Ca¡rier: Ace American lnsurance Company Poticy No. rsAHo8821100 Coverage; Policy Pedod AUTO LIABILITY 05/01 f2015 to 05/01/2016 Carrier: Policy No.: Ace American lnsurance Company Coverage: Policy Feriod: GARAGE LIABILITY 05/01/201 5 to 05/01/2016 Carrier: lndemnity lnsurance Company of North America 8CFH08321094 05/01/2016 LIAB]LITY 05/01/2016 Occunence Límit Aggregate Limit Limitst $2,OOO,OOO $4.000,000 $4,000,000 05/01/2016 Each Occunence Limit General Aggregate Limit Products/Comp. Ops. Aggregale Limit Occunence Limit Aggregate Limit Limits: $3,000,000 Combined Single Limit 05/01 /201 5 to 05/01/2016 Limits: $3,000,000 Combined Single Limit GARH08821082 Limits: Policy No.: $1,000,000 Occunence Limit Limits: xs - 102 (10/081 Page 2 Copyrlght V. 9tan & Gompany and Stan lndemnlty & Llablllty Gompany. All rlghts rsserved. lncludes copyrlghtod nraterlal of l8O Propðrtlss, lnc., uasd wlth lts perrnlsslon. @ C. of4 Starr lndemnity & tiability Company Dallas, TX 1 -866-51 9-2522 Coverage: Pollcy Period AUTO LIABILITY Carrier: Policy No.: lndemnity lnsurance Company of North America cMRG2733426A Coverage: Policy Period: GENERAL LIABILITY 05/01Æ015 to 0å/01/2016 05101 1201 5 $3,000,000 Combined Single Límit to 05/0 1 /201 6 Limits: $2,000,000 $4,000,000 $4,000,000 Each Occurrence Limit General Aggregate Limit Products/Comp. Ops. Aggregate Limit Coverage: Policy Period: EMPLOYEE BENEFlTS LIABILITY $2.OOO,OOO OSIüâA1í to $2,000,000 Occunence Limit Aggregate Limit Carrier: lndemnity fnsurance Company of North America Policy No.: scFc47888979 Coverage: Policy Period: EMPLOYERS LIABILITY 05n1no15 to 05/01/2016 Limits: $1,000,000 $1,000-000 $1,000,000 Disease - Each Accident Limit Disease - Each Employee Limit Disease - Policy Limit Carrier: Policy No.: Ace American lnsurance Company Coverage: Pollcy Period: EMPLOYERS 05/01/2015 to Canier: Ace American lnsurance Company Policy No.: scFc47888967 05/01/2016 w1RC47888955 LIABILIW 05/01/2016 Limits; $1,OOO,OOO $1,000,000 $1,000,000 Dlsease - Each Accident Limit Disease - Each Employee Limit Disease - Policy Limit Limits: XS-102 (10/081 Copyrlgh! Page 3 C. V. Starr & Company and Stan lndomnlty & Llablllty Company. All ilghts reeerued. lncludes copyrlghted matorlal of ISO Propertlss, Inc., ue€d rilllh lts p€rm¡seloo. @ of4 Starr lndemnity & tiaþll¡ly Company Dallas, TX 1-866-51 9-2522 Coverage: Policy Period EMPLOYERS LIABILITY 05/01/201 5 to 05/01/2016 Carrier: Policy No.: Ace Arnerican lnsurance Company Coverage: Policy Period: GENERAL $1,000,000 $1,000,000 $1,000,000 Disease - Each Accident Limit Disease - Each Employee Limit Dísease - Poticy Limit xs1G27334246 LIABILIW 05/01/i2015 to 05/01/2016 Limits: $2,OOO,OOO $4,000,000 $4,000,000 $250,000 Coverage: Policy Period: EMPLOYEE BENEFITS LIABILITY $2,OOO,OOO 05/01/2015 to $2,000,000 Canier: Ace American lnsurance Company Policy No.: lsAH0802106S Coverage: Policy Period: AUTO LIABILITY 05101 1201 S to 05/01/201 6 05/01/2016 Each Occunence Limit General Aggregate Limit Froducls/Comp. Ops. Aggregate Limit SIR Occunence Limit Aggregate Llmit Limitsr $3,000,000 Cort¡bined Single Limit B. Addltlonal Underlylng Insurance Pollcy(les) Date of lssue: XS Authorized Representative: 04n312015 - f02 (10,08) Copyrlght @ C. V. Pase 4of4 Etar & Compãny änd Star lndomnlty t Llablllty Company. All rlghlË rs¡orved. lncludos copyrlghted materlal of ISO Propórtles, lnc., ussd wllh lts pomlsslon, EXHIBIT 4: ECONOMIC DISCLOSURE STATEMENT AND 119 CERTIFICATE OF FILING FOR TA EDS Number7770l Certiflrcate Printed on: 02 I 25 120 I 6 Disclosing Party: United Road Towing,Inc. Filed by: Mr. Michael Mahar Date of This Filing:02124/2016 04:09 PM Original Filing Date:01/0412016 09:02 AM Title:Officer Matter: Impound Facility Management, Boot Release, Towing and Related Services Applicant: United Road Towing, Inc. Specification #: 135025 Contract #:34921 The Economic Disclosure Statement referenced above has been electronically filed with the City. Please provide a copy of this Certificate of Filing to your city contact with other required documents pertaining to the Matter. For additional guidance as to when to provide this Certificate and other required documents, please follow instructions provided to you about'the Matter or consult with your City contact. A copy of the EDS may be viewed and printed by visiting https://webappsl.cityofchicago.org/EDSWeb and entering the EDS number into the EDS filing is accessible online only to the disclosing party and the City, but is still subject to the Illinois Freedom of Information Act. The filing is visible Search. Prior to contract award, the online to the public after contract award. EXHIBIT 5: MBE I WBE COMPLIANCE PLAN 120 Complian SCHEDULE D-I tilization FOR NON.CONSTRUCTION PROJËCTS ONLY MUST BË SUtsMITTED WITH THE BID. FAILURE TO SUBMIT THE SCHEDULF D-1 BID project ÏO BE REJECTED. DUPLICATE AS NËEDËD, Name: WLL CAUSE THE Wing:and Related Services ln connection with the representative captioned contract, I HEREBY DECLARE AND AFFIRM that I am a duly authorized and that I have personally reviewed the material and facts set forth herein describing our proposed plan to achieve the MBE^/VBE goals of this contract. All I IIi MBE^/VBE firms included in this plan have been certified as such by the City of Chicago nois (Letters of Certification Attached). L and/or Cook County, Direct Participation of MBEM/BE Firms: in determining the manner of MBEMBE participation, first consider involvement with re partners, subcontractors, and suppliers of goods and services direcfly related to the A. tf ls or are ceftified of B' MBEs d Agreement clearly , attach the role Complete this section for each MBE^ /BE subcontractor/Supplier/Consultant participating on this contract: 1. Name of MBEM/IåE Contact Dollar Value of Participation Percentage of Participation % Mentor Protégé Agreement (attach executed copy): Total Participation 2. % 13.85 M Name of MB lL 60564 Ad Monta Contact 1 , . '. -:,....,, 1 *, ,;,:¡rr ;i ;;- -^" , ," ry-" ". ( ) Yes fal/ruo Add'l percentage Claimed:1 _% :r , The Pr¡me contractor may claim an additional 0,333 percent participation credit (up to a maximum of five (s) percent) for every one (1) percent of the value of the contract performed by the MBEAIúBE protégé firm. o8t2013 Page 1 of 5 schedule D-1 : Prime contractor Affidavit-MBE/wBE compliance plan Phone Dollar Value of Participation Percentage of Participation * , Mentor Protégé Agreement (attach executed copy): Total Particípation 3. % ( ) Yes fVf *o Add't percentage Claimed: 0.60 -yo Name of MBE^ /B rL 60564 Walker Phone Dollar Value of Participation Percentage of Participation % Mentor Protégé Agreement (attach executed copy): ( Total Participation 4. % ) Yes CVfto Add'l Percentage Ctaimed: 0.15 -yo Brad's Tire Name of Contact Phone Num 77 Dollar Value of Participation Percentage of Participation % ql?Q% Mentor Protégé Agreement (attach executed copy): ( ) Yes t1¡fruo Add'l percentage Claimed; _% Total Particlpation % *,0,?S7¡, 5. Attach Additional Sheets as Needed ll. lndirect Participation of MBE/WBE Firms ndirect participation be considered. ,, S ance PE 1. oat2013 to tractors/Suppliers itants proposed not directly performance of thi relate rk or supply goods or services where such Name of Þage 2 of 5 of MBE/WBE: Sanchez paving Com 5. Name Address:16309SCrawfordAve.Markham,tL60428Contact Person:_Mr. Otoniel San Phone Number: 708/333Dollar Value of Participation $IZO,OO0.00 , , Percentage of Participation% 0.20, .,,, , r' Mentor Protégé Agreement ( attach executed copy) Tota I Partici pation % _O.2O ( yes) ( X No) _ Address:82 S. La Grange Road ; Suite 2 La Grange, lL 60525 Contact Person: Ms. Deborah Phone N um ber:_708/58S-1900 Dollar Value of Participation S 1,80,000. Percentage of Participation o/o_3 Mentor Protégé Agreement ( attach executed copy) Tota I Panicipat¡on 7. Name % _3.OO ( yes) (X No) _ of MBE/WBE: Dan's Printing & Office Supplies, lnc. dba Daniels printing & Office Supplies Address: 1800 S. Cicero Ave Oak Forest, lL 60452 Conta Phon e Number:_7Ù8/687 Dollar Value of Panicipat¡on 5_600,000. Percentage of Participation %_L Mentor Protégé Agreement (attach executed copy) Total Participat¡on %_t.OO ( yes) (X No) _ 8. Name of MBE/WBE:_G&E Sales Coporatio Ad d ress :_1 3 85 6 South Ha I sted R i ve rd a I e, lL 60827 -t606_---.,.,**---_,= Contact Person: Ms. Judith Lubin Phone Num ber:_7 08 / 841-7995 Dollar Value of Participation 5_600,OO0.0O Percentage of Participation %o_1.00 Mentor Protégé Agreement (attach executed copy) Total Pa rt¡c¡pat¡on % _t.OO _ ( yes) ( X No) Schedule D-1 : Prime Contractor Affidavit-MBE/WBE Compliance plan Phone Dollar Value of Participation Percentage of Participation % ( ) Yes tlruo Add'l percentage Claimed: _% ( ) Yes ( ) No Add'l percentage Claimed: _% ( ) Yes ( ) No Add'l percentage Claimed: _yo Mentor Protégé Agreement (attach executed copy): Total Participation % 2, Name of Contact Phone Dollar Value of Partic¡pation Percentage of Participation % Mentor PÍotégé Agreement (attach executed copy): Total Participation % 3. Name of MBEMBE: Add Contact Dollar Value of Participation Percentage of Participation Mentor Protégé Agreement (attach executed copy): Total ParticipationYo 4. Name of Contact Person: Phone Numbê Dollar Value of Participation PercentageofParticipatioñ%, .. Mentor Protégé Agreement (attach executed _,.-.. _,,, , -,,,. copy): ( ) Yes ( ) No Add'l percentage Claimed: _y .. ,, ,, Total Participation % 5. 08/2013 Attach Additional Sheets as Needed Paqe 3 of 5 Schedule D-l: Prlme Contrector Affidavit-MBE/WBE Compliance plan lll. A. Summary of MBE/WBE proposal MBE Proposal (Direct & lndirect) 1. MBE Direct participation Dollar Arnount MBE Firm Name Participation l$) Black Dog Chicago, Corp. 8,310,000.00 360,000.00 Discovery Promotions & Merchandi Total Direct MBE Participation 2. 90,000.00 $ 12,000,000.00 13.85o/o : 0.15o/o 15% MBElhdlgçt:Participation MBE Firm Name Parti Total lndirect MBE Participation B. WBE Proposal (Direct & lndirect) 1. WBE Direct Participation 1,800,000.00 600,000.00 1.00% 600,000.00 Total Direct WBE Participation 2. WeE hdit'e*:Participation Total lndirect WBE Participation 0012013 Page 4 ot 5 5 nt r MBE Firm Name artici ation s ercent Amount Partici tion 1 anchez Pavin otal Direct MB 0 arti on 000.00 schedule D-1: Prime Gontractor Affidavit-MBE/WBE compliance plan The Prime Contractor designates the following person as ¡ts MBE/WBE Liaison Officer: Rebecca Clancy 708-393-2348 (Name- Please Print or Type) I DO SOLEMNLY DËCLARË AND AFFIRM UNÞER FENALTIHS OF PËRJURY THAT THE CONTENTS OF THE FOREGOINC DOCUMËNT ARE TRUE ANÐ CORRËCT, THAT NO MATERIAL FACT$ HAVE BEEN OMITTEÐ, AND THAÏ I AM AUTHOR¡ZEÞ ON BËHALF OF THE PR¡ME CONTRACTOR TO MAKF TH'S AFFIDAVÍT. lnc. of State ors istration (Name/Title of Affiant - (Date) officer CQ* personally appeared and, known by me to be the person described ín the foregoing Affidavit, acknowledged that (s)he executed the same in the capacity stated therein and for the purposes therein contained. lN WITNESS WHEREOF, I hereunto set my hand and seal" (Notary Public Signalure) SEAL: 08t2019 Page 5 of 5 FOR SCHEDULE C.1 ProJecl NON.CONSTRUCTION PROJÊCTS ONtY Specllhatlon No. The ls prepared to perform lhe lhe MBE or nerned proþd/conlrad, lf more payrnent sc¡edule, lrcludh,rg a perfomed. Alach addittonel theGls as nÊaes8Ary: The above the MBE or WBE wilr not be subconrrading any of rhe wofk ¡¡stad or '*Ðcfiêd 0 0_ % of the dollar valus of fhe MBE or wBE sLÉconract that will be subcontracrod lo non MBE/WBE contraclors. % of the dollar vslue of lhe MBE or wBE suüconlract lhat wlll be subcontraded to MBE or wBE contrsctofe. The up0n ftom lnto e formal writte conhect wlth the '+:i NOTICE: THI t the above r,rork wílh you as a prlme Conlraclor, bustdrË days or ioui räLipî'il;ì; Gity TÏ"i Ín thres ts) wrltlon menlor protégé sgfesmenr äs a suboontrec.tor/pmtégé with you as a AITACHMËNTS REQUIRE ORIGINAL SIGTVATURES. Mr. Am¡t 6ðuri ll.com 0g/?013 ro Psge I ol t I DnpanrunNT o¡ Pnocun¡nr¡¡lr Snnvrcps CITY OF CHICAGO JUN 2I 2015 Amit Gaurí Bfack Dog Chicago, Corp. 3729 N. Ravenswood Avenue Chicago, lL 60613 Dear Amit Gauri; We are pleased to inform you that Black Dog Ghicago, Gorp. has been recertified as a Minority-Owned Business Enterprise ("MBE") by the City of Chicago ("City"). This MBE certifÍcation is valid unlil 611512020; however your firm's certífication must be revalidated annually, ln the past the City has provided you with an annual letter confirming your certification; such letters will no longer be issued. As a consequence, we require you tó Oe even more diligent in filing your annual No-Ghange Affidavit 60 days before four annual anníversary date. It is now your responsibility to check the City's certifícation directory and verify your certification status, As a condition of continued certification during the five year-period stgted above, you must file an annual No-Change Affidavít. Your firm's annual No-Change Affidavit ís due by 611512016,611512017, 6t1512018, and 6t15t2019. Please remember, you have an affirmative duty to file your No-Change Affidavit 60 days prior to the date of expiration. Failure to file your annual No-Change Affidavit may resutt in.the suspension or rescission of your certification. Your firm's five year certification will expire on 611512020. You have an affirmative duty to file for recertification 60 days prior to the date of the five year anniversary date, Therefäre, you must file for recertification by 4t1512020. It is important to note that you also have an ongoing affirmative duty to notify the City of any changes in ownership or control of your firm, or any other fact affecting your firm's elig¡Oility for certífication within l0 days of such change. These changes may include but aie noi limited to a change of address, change of busíness structure, change in ownership or ownership structure, change of business operations, gross receipts and or personal net worth that exceed the program threshold. Failure to provide the City with timely notice of such changes may result in the suspension or rescissÍon of your certification. ln addition, you may be liable for civil penalties under Chapter 1-22, "False Claims", of the Municipal Code of Chicago. 121 NORTH I,ASALLE STREET, R,OOM 806, CI]ICAGO ILLINOIS 60602 fl. Black Dog Chicago, Corp. JUN 18 ?0î5 page 2 of 2 Please note - you shall be deemed to have had your cerlification lapse and will be ineligible to participate as a MBE if you fail to: . . . . File your annual No-Change Affidavit within the required time period; Provide financial or other records requested pursuant to an audit wíthin the required time period; NotifY the City of any changes affecting your firm's certification within 10 days of such change; or File your receftification within the required tíme períod. Please be reminded of your contractual obligatíon to cooperate with the City with respect to any reviews, audits or investigation of its contracts and affirmative action programs. We strongly encourage you to assist us in maintaining the integrity of our programs by reporting instances or suspicions of fraud or abuse to the Cíty's lnspector General at nspectorgeneral.org, or 866-lG-Tl P Ll N E (566448-47 54). ch icag oi Be advised that íf you or your firm ís found to be involved in certification, bidding and/or contractual fraud or abuse, the City will pursue decertification and debarment. ln addition to any other penalty imposed by law, any person who knowingly obtains, or knowingly assists another in obtaining a contract with the City by falsely representing the individual or entity, or the individual or entity assísted is guilty of a misdemeanor, punishable by incarceration in the county jail for a period not to exceed six months, or a fine of not less than $5,000 and not more than $10,000 or both. Your firm's name wilf be listed Ín the City's Directory of Minority and Women-Owned Business Enterprises in the specialty area(s) of: NAICS Gode(s): ' 541611 722310 722513 424120 424690 424720 Stationery and Office Supplies Merchant Wholesalers Other Ghemical and Allied Products Merchant Wholesalers Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Termínals) General manajement consulting services Food Service Gontractors Fast-food restaurants Your firm's padicipatíon on City contracts will be credited only toward Minority-Owned Business Enterprise goals in your area(s) specialty. While your partícipation on City contracts is not limited to your area of specialty, credit toward goals will be given only for work that is self-performed and providing a commercially useful function that is done in the approved specialty category. Thank you for your interest in the City's Mínority and Women-Owned Business Enterprise (MBEA/VBE) Program, ?e_ Jamie L. Rhee Ch ief Procu rement Offícer JLR/gd FOR NON-CONSTRUCTION PROJECTS ONLY SCHEDULE C-l Project of the City of Chicago. The MBË or wBE status .of the underslgned is confirmod by the attached city of chíÒago or cook county, certification Letter' 100%^,MBE or wBÊ ãutrLrp*t¡on is creditäd tor the- use of a MBE or wBE ,,manufacturer.,, parlicipation io credited for the use or " n¡ee-;wãË':,rugut", fll dearer.,, The undersigned is prepared to perform the following services in connection wilh Ìhe above n amed projecUcontract. lf more space is required to descrlbe the MBE or WBE proposed scope of work and/or payment schedule, includíng a funciion performed. Atlach additionat sheets as ¡ecessary: is offered for if the MBE or 0 wBE wiil nor be subcontracting any of the wofk risted or attâch€d to % of the dollar value of the MBE orwBE subconkact that will be subcontracled lo non MBEM/BE contractors. - % of the dollar value of the MBE or wBE subconlract thât wilr be suboontracled to MBE or wBE contractors, NOTIGË with : fgfmar written agreement for rhe ãbp.ve work as a prime contractor, ntr8ct with the Ctty of Ch¡c¿rgoi wit¡rin tnreà,(Bl Ous¡n.ss of your receipt at â sign inJo , JliJ NOllcE: ¡[i.o"lti'"0,î:tr" T'ï"iw'jtten ATT mentor prolésé asreement es a subconrracror/prorésè wirh you as REQUIRE ORIGINAL SIGNATURES. Brown rown @multi-prod, com 0g/201 3 2 Påge 'l ol I a q DupenrmnNT or Pnocunpunur Snnvrcps CITY OF CHICz\GO Nov I I2014 Beatriz Montalvo- Brown Multi-Products Distributíon, lnc 951 West Golf Road Schaumburg, lL 60194 Dear Beatriz Montalvo-Brown We are pleased to inform you that Multi-Products Distribution, lnc., has been recertified as a Minority-owned Business Enterprise ("MBE"), women-owned Business Enterprise ("WBE") by the City of Chicago ('City"). Thís MBE/lll/BE certification ís valid unlil1111512019; however your firm's certification must be revalidated annually. ln the past the City has provided you with an annual letter confírming your certification; such letters will no longer be issued. As a consequence, we require you to be even more diligent in filing your annual No-Ghange Affidavit 60 days before your annuaJ anniversary date. It is now your responsibility to check the Gity's certification directory and verífy your certification status. As a conditíon of continued cedification during the five year period stated above, you must file an annual No-Change Affidavit. Your firm's annual No-Ghange Affidavit is due by 1111512015, 1111512016, 1111512017, and 1111512018. Please remember, you have an affumatíve duty to file your No-Ghange Affidavit 60 days prior to the date of expiration. Failure to file your annual No-Change Affidavit may result in the suspension or rescission of your certifÌcation. Your firm's five year certification will expire on 1111512019, You have an affirmative duty to file for recedifícation 60 days prior to the date of the five year annivprsary date, Therefore, you must file for recertifícation by gl15l201g. It is important to note that you also have an ongoing affirmative duty to notify the City of any changes in ownership or control of your firm, or any other fact affecting your firm's elígibility for certificatíon within 10 days of such change. These changes may include but are not limited to a change of address, change of business structure, change in ownership or ownershíp structure, change of busíness operatíons, gross receípts and or personal net worth that exceed the program threshold. Failure to provide the City'with timely notice of such changes may result in the suspension or rescíssion of your certification. ln addition, you may be liable for civil penalties under Chapter 1-22, "False Claims", of the Municipal Code of Chicago. 121 NORTH LASALLE STREET, ROOM 806, CHICAGO ILLINOIS 60602 f"t Multi-Products Distribution, lnc, Page 2 of Z Please note - you shall be deemed to have had your certification lapse and will be ineligible to participate as a MBEiWBE if you fail to: . . . . File your annual No-Change Affidavit within the required time period; Provide financial or other records requested pursuant to an audit within the required time period; NotifV the City of any changes affecting your firm's certification within l0 days of such change; or Fíle your recedification within the required time period. Please be reminded of your contractual obligation to cooperate with the City with respêct to any reviews, audits or investigation of its contracts and affirmative action programs. We strongly encourage you to assist us in maintaining the integrity of our programs by reporting instances or suspic¡ons of fraud or abuse to the City's lnspector General at c h ica goi ns pecto rgen era l. o rg, or 866-l G-T PL N E (866-448-47 541. I I Be advised that if you or your fírm is found to be ínvolved in certification, bídding and/or contractual fraud or abuse, the City will pursue decertification and debarment. ln addition to any other penalty imposed by law, any person who knowingly obtains, or knowingly assists another in obtainÍng a contract with the Cíty by falsely representing the individual or entity, or the individual or entity assísted is guilty of a misdemeanor, punishable by incarceration in the county jail for a period not to exceed six months, or a fine of not less than $5,000 and not more than $10,000 or both. Your fírm's naine will be listed in the City's Directory of Minority and Women-Owned Business Enterprises in the specialty area(s) of: NAIGS Gode(s): 423830 - lndustrial Machinery and Equipment Merchant Wholesalers 424130 - lndustrial and Personal Service Paper Merchant Wholesalers 424120 - Stationery and Office Supplies Merchant Wholesalers 424690 - Other Ghemical and Allied Products Merchant Wholesalers 453210 - Office Supplies and Stationery Stores Your firm's participation on City contracts will be credited only toward Minority-Owned Business Enterprise and Women-Owned Business Enterprise goals ín your area(s) specialty, While your participation on City contracts is not limited to your area of specialty, credit toward goals will be given only for work that is self-performed and províding a commercially usefulfunction that is done in the appr:oved specialty category. Thank you for your interest in the City's Minority and Women-Owned Busíness Enterprise (MBEA/VBE) Program, Sincerely, mie L. Rhee hief Procurement Officer JLR/dp Q5/12/2016 12:l1pil FAX t7?tszB6Eb6 BRADS TIRE @ooozloooz FOR NON-CONSTRUCTION PROJECTS ONLY SCHEDULE c-1 Projecl Specficetlon No, : 13SO25 d lho Clty ol Chtcago. Tho le preparod to porlorm thê folfowhg servlcos ln conngctlon with ths above named proJocvcontrûct, to the MBE o¡ WBE proÞored scop6 ofwork gnd/or ptrymont schedulo, lnctuding a of thê I lun peforrnêd, AflEch ¡ddlttonal ll mofe sheete as nècossafy; above doscrlbcd is olÍo¡od for if 0nd rhs MêE of wBE wrt not be subcontracting any of tho work ristod or .ttãch€d to 0"-- % ol the dollar value of ilhe MBE or wBg tubcônlract thrt wír¡ Þe subconlracted _ 0 _. % of tho dollar vriuo of the MBE or WBE subcontraçt that wilt to non MBE /yBE çontractorE, bo Sl¡Dcontraçtoó to MBE Or WBE conlractorS. .formal w¡lnen agroomerft .wtth the ¡låJ åå,irîtî'*l'[}î" lqr the abövs work wlth you as pdmê Contftclor, c¡ry or chfcãgô, wirhjn tha,6.é (Ð 'nrrrn"r" j"ye -J a ;#':ä.Ët nïti"lwrltton menror protésó åsrecmonr os r or a sig subconrr'dorþrorés. wrrh you as u ORIGINAL SIGNATURES. 7731978-3s}o ô- rn Â;t 0e/201s Pngo I of t q,01tr1 NON"CONSTRUCTION PROJECTS ENLY SCHEDULE C.1 Prolect Neme Spectfce¡ôn No.i lp5025 F-run Ûd;the Clty of Chicãgo. ''Tiç_ iJÊe,.sr Certiñcûlion pâdicipÊtion WfiË th-s,alg$rec LËtter. is cr6díf d tor tñe use (; çly.qf çI'¡ chtcs€ü MAç óiW ltrtíJd :eú.* The undofsiohed ¡s prepared ao perfom lñe following servíces ¡n connBction wlth lhe Ébove named projecuconlrad. lf more spoc€ is required lo f'Jly descr¡be the MBE $/ork aod/of paymenl schedule, lncludhg â of lhe commsrcblly ãddftional sheots s3 nBcessary: nk lhis schedule --j}* ""**% 'A , ¡{OTlÇË: f lñe MBE or WgE w¡ll Íol be subcúntacling âny of the work listed or ettaded to ot th6 dollar v¿lu€ of the MBE or WBE subcontrecl thet will be subconlradod to non MBFMTBE contractors. olo of lhe doller vãlu€ of he MBE or WBE subconlrad lhal will be subcontracted to MBE or WBE contredors. lf ¡ny ot rh€ [rBE oa WBE rcope ol work w¡ll bs Eubconlrcctod, ltct lhc ntñe ot thê vêndor and atlsch ¡ t116l srplanailon, descr¡ption end pat ft€m nuñber of the urork th¡t srfll be 6ubcontrectsd. i,tBErYÍBE bG The will THIS SCHEÍX'LE Ms to tlon{lBE/WBE above work wlth REC¡UIRE ORIGINAL SIGNATURES. as a Prlme f T Dnp¿.nlrrlrNT oF PRocu Rrpl oxr S s,Rvtcgs CITY OF CTIICAGO sEP 17 2015 Marsuzette Walker Discovery Promotions & Merchandising 2863 W. 95th St., Suite 143 Naperville, lL 60564 Dear Marsuzette Walker: We are pleased to inform you that Discovery Promotions and Merchandising has been recertified as a Women - Owned Business Enterprise ("WBE") and a Minority - Owned Business Enterprise ("MBE") by the City of Chicago ("Cíty"). This WBE/MBE certification is valid until 0711512017; however your firm's ce¡tification must be'revalidated annually. lr¡ the past the Gity has plovided you with an annual letter confirming your certification; such letters will no longer be issued. As a consequence, we requíre you to be even rnore diligent in filing your annual NoGhange Affidavit 60 days before your annual anníversary date. It is now your responsibility to check the City's certification directory and veriff your certification status. As a condition of continued certification during the five year period stated above, you must file an annual No-Change Affidavit. Your firm's annual No-Ghange Affidavit is due by A7fi512016- Please remember, you have an affirmative duty to file your No-Change Affidav¡t 60 days prior to the date of expiration. Failure to file your annual No-Change Affidavit may result in the suspension or rescission of your cedification. Your firm's five year certification will expire on 0711512017. You have an affirmative duty to file for recertif¡cation 60 days prior to the date of the five year anniversary date. Therefore, you must file for recertification by 0511512017. It is important to note that you also have an ongoing affirmative duty to notify the City of any changes in ownership or control of your firm, or any other fact affecting your firm's eligibility for cerlification within 10 days of such change. These changes may include but are not limited to a change of address, change of business structure, change in ownership or ownership structure, change of business operations, gross receipts and or personal net worth that exceed the program threshold. Failure to provide the City with timely notice of sr-rch changes may result in the suspension or l2t NORTTI LASALLE STREET, ROOM 806, ClllCi\GO, ILLINOIS 60602 Discovery Promotions and Merchandísing Page 2 of 3 rescission of your certification. ln addition, you may be liable for civil penalties under Chapter 1-22, "False Claims", of the Municipal Code of Chicago' Please note - you shall be deemed to have had your certification lapse and will be ineligible to participate as a WBE/MBE if you fail to: ". . . File your annual No-Change Affìdavit within the required time period; Provide fínancial or other records requested pursuant to an audit within the required time period; Notify the City of any changes affecting your firm's certification within 10 days of such change; or File your recertification within the required time period- Please be reminded of your contractual obligation to cooperate with the City with respect to any reviews, audits or investigation of its contracts and afflrmative action programs. We strongly encourage you to assist us ín maintaining the integrÌty of our programs by reporting instances or suspicions of fraud or abuse to the City's lnspector General at chieagoinspectorgeneral.org, or 866- G-TIPLINE (866'4/,84754],. Be advised that if you or your fìrm is found to be involved in certification, bidding and/or contractual fraud or abuse, the City will pursue decertifìcaüon and debarrnent. ln addition to any other penalty imposed by law, any person who knowingly obtains, or knowingly assists another in obtaining a contract with the G¡ty by falsely representing the individual or entity, or the individual or entity assísted is Euitty of a misdemeanor, punishable by incarceration in the çounty jail for a period not to exceed six months, or a fine of not less than $5,000 and not more than $10;000 or both. Your firm's narne will be listed in the CíÇ's Directory of lrlinority and Women-Owned Business Enterprises in the specíalty area(s) ofNAICS Gode{s}: 423910 - Athletic Goods (except apparel, footwear, nonspecialty! rnerchant wholesalers 42391û 423940 423990 /123990 42499A - Athletic Unifor¡'ns Merchant, wholesalers - Trophies Merchant, wholesalers 54189CI - Advertising wholesalers - General Merchandise, Durable Goods Merchant,wholesalers Merchant, Goods - Other Miscellaneous Durable - Novelties Merchant, wholeçalers 424gg} - Other Miscellaneous Nondurable Goods Merchant, wholesalers 541850 - Display Advertising Services Distribution $eruices Speclalty (e.9., Keychain, Magnet, Fen) Discovery Promotíons and Merchandising Page 3 of 3 { Your firm's participation on City contracts will be credited only toward Women Owned Business Enterprise and Minority - Owned Business Enterprise goals in your area(s) specialty. While your participation on City contracts is not limited to your area of specialty, credit toward goals will be given only for work that is selfperformed and providing a commercially useful function that is done in the approved specialty category. Thank you for your interest in the Cíty's Minority and Women-Owned Business Enterprise (MBEII//BE) Program. Sincerely, mie L. Rhee Procurement Officer i JLR/fn AW FOR I{ON-CO¡¡STRUCTION PROJËCTS ONLY SCHEDULE C-r Specification No.; Cily of Chicago. The MBE or wBE stalus .of lhe undersigned is.confirmed by the attached city of chicago or cook county, llllnois certillcation Letler' looo/o,,MBE or.w-9!-Þ"ry'¡ation is creditãd for-thsuse of a MBE or wBE ,,manufacturer., 60% - particlpation ¡s credited for the use of a MBE or wBE "regurar oeàier.' The undersigned ís prepared to perform the following services in connocilon w¡th lhe above named projecVcontract, lf more space is requlred to fufly doscribe the MBE of WBE proposed scope of work and/or payment schedule, including a of the useful function being performed Atlach additional sheets as necessary: described terms on cost if 0 0 % of the dollar value of the MBE or wBE subcontract that w¡ll be subcontractod to non MBE^n/gE contractors. % of the dollar value of ttre MBE or WBE subcontract that will be subcontraded to MBE or WBE contractors. The inlo a formal written agreement for the above work with you as prime a contractor, çonditioned co ntract with the c¡ty of chicago, within three (3) business days of your receipt of a signed,pootfact upon from u Prime The lhe MBE or wBE w¡il nol be subcontracring any of the work risted or attached to s entered into a formal written mentor ntor: ( )yes (X)No protégé agreement as a subcontractor/protégé with you as a ATTACHMENTS REOUIRE ORIGINAL SIGNATURES. 2016 tim @sanchezpaving.net 08/201 3 1300 Page 1 of I Dspenr¡vfuNt or PnocunuuENT Ssnvrcus CITY OF CHICAGO Nov 0 12013 OtonielSanchez Sanchez Paving Gompany 16309 South Crav,rford Avenue Markham, lL 60428 Dear Mr. Sanchez: We are pleased to inform you that Senchez Paving Company has been rcceili¡ed as a tllnorlg Buelnesc Enbry¡ia" (!1ffi"1 by the City of ChÏcago ("Crry). Tltì;- tBÈ certification is valid until I 110112078; however your frrm's certificat-ion'muðt'be revalidatêd past the City your letters will no I ò ¡e t in filing your nual It is now your responsibility to check the cit¡/s certifi'caüon certification status. As a condition of continued certification d stated above, you must file an annual N >change Afüdavit, Ghange Affidavit is due by 11101t2014,11n1n015, llr01t2ol6, and I 1to1tkÛ17. please remember,_you have an affirmative_duty to file your No4hange Aüidavit 60 days prioito the date. of expiration. Faílure to filg your annual No-Changã Rmdavit may reiult in the suspension or rescission of your certification. Y.outfirm's fiv-e year certillcation willexpire on 11t01t'í2018. You have an afürmative duty to file for recertification 60-days prior to the date of the five year anniver6ary date. Theràór", you must file for recertification by 9l01l2Dl8^ afürmative duty to notiff he City of any other fact affecting your firm's elþibility hese changes may include but aie not ownership slructure, change of business worth that exceed the program threshold. such changes may result in the suspension you may be liable for civil penallies under Chapter 1-22,'False Glaims', of the Municipal Code of Ghicago. 121 NORTH T.ASALLE STREET, ROOM 806, CHICAGO ILIINOIS 60602 0\ Sanchez Paving Company page 2 oÍ 3 Nol/ 012013 firy'. participation on Cþ contracts will be credited only toward Minority Buslness Ioyt Enúerprise goals in your argq(s) specìalty. While your particifation on City coniracts is not limited to your area of specialty, credit toward goais will be given only for work that is selfperformed and providing a commercially useful function ihat ¡s dône in the approved specialty category. }r.glfoJ your interest in the Ci$'s Minority and Women-Orned Business Enterprise -[E{, (MBEMBE) Program. Sincerely, JLR/sl ËÕÌT scl{ËüuLË t-f Nóî{ -(:,} Ti{ r-l c'í.Ì û PRTJJü{.]TS O¡J{.Y ts $ Project Namë F Ea/VßE F¡ffn) the City of ChÍcago (NÉrrre of The MBE or wBE status of the under'signed is confirmed þy the ðrtäohßd city of chicago or coùk tounly, ill Cclification Let{er, 100%.,M8Ë or-We¡ "narticiOation ís of a MBE or WBE ,,manufacfurer-,, '"' '"" pôfr¡c¡parion is crediied for rhe use of "*aiftå¿''fä,"tt,*-use e MBE or wàr t*guìuio"äL-;, The undetsigned is prepared to perfo rm ihe followíng services in c0ñnection with the ahove named project/contract space Ís rcquired to fully cj esq'ibe the MBE or lf more WBE proposed scope cf work and/or pByment schedule, lncludin ga das of lhe function being performed. Attach adclitional sheets as necessãry: The above descrìbed nt rmance r¡f if the MBE orWBE wiil not be subcont.ãcting any of the work risted or at(ached to 0 ¡"ioîtfiË: % of the dollar value of the MBE or wBË subcontract that will be subcontracted to non I¡BE /vBE contractors % of the dollarva'ue of the MBE orwBEsubcontractthâtw¡ll be subcontracted to MBE orwBE contractors. Ïhe undersigned will enter ilio 1 tI:il,il:%,ü3iäi:*t;i ""trêct IlìiJ fo.lmef written agreemónt frìr thè ûhove wotk u-rith you as a prime Çc¡ntractor, with the crtv ot ðhiorsc. wiriiin rnieaiã);u€¡ù$; Jå:*jltì'-o,iy, " 'ï'i"i dåìls; yd;ïäìef ora wltt€n mentoi protègé asreernent as a subconrracrorprc¡résé wfth you as $CHEDULE ORIGINAT SIGNATURE$. 6 Ms, Pamela Vaciav pam cB/ilú f :] daniels , sisn 7OB/687-3055 Page 1 ôt''1 üed ,äcr a F,¡ f.! I f)npnnr¡rnNT op PRocuRnunwr SERVTcEs CITY OF CHICAGO JAN 10 e015 Pamela Vaclav Dan's Printing & Office Supplies, lnc. 14800 South Cicero Ave. Oak Forest, lL 60452 Dear Pamela Vaclav: We are pleased to inform you that Dan's Printing & Office Supplies, lnc. has been recertified as a Women-Owned tsusiness Enterprise ("WBE"), by the City of Chicago ("City"). This WBE certification is valid until 1211512019; however your firm's certification must be revalidated annua.lly. ln the past the City has provided you wíth an annual letter confÍrming your certification; such letters will no'longer be issued. As á consequence, we require you to be even more diligent in filing your annual No-Change Affidavit 60 days before your annual anniversary date. It is now your r€sponsibility to check the City's certification directory and verify your certification status. As a condition of continued certification during the five year period stated above, you must file an annual No-Change Affidavit. Your firm's annual No' Change Affidavit is due by 1211512015, 1211512016, 1211512017, and 1211512018. Please remember, you have an affirmative duty to file your No-Change Affidavit 60 days prior to the date of expiration. Failure to file your annual No-Change Affidavit may result in the suspension or rescission of your certification. Your firm's five year certification will expíre on 1211512419. You have an affirmative duty to file for recertífication 60 days prior to the date of the five year anniversary date. Therefore, you must file for recertifTcation by 101'1512019. It is important to note that you also have an ongoing affirmative duty to notify the City of any changes in ownership or control of your firm, or any other fact affecting your firm's eligibility for certification within 10 days of such change. These changes may include but are not limited to a change of address, change of business structure, change in ownership or ownership structure, change of business operations, gross receipts and or personal net worth that exceed the program threshold. Failure to provide the City with timely notice of such changes may result in the suspensíon or rescíssion of your certification. ln addition, you may be liable for civil penalties under Chapter 1-22,"False Claims", of the Municipal Code of Chicago. 12I NORTI] LASALLE STR]trET, ROOM 806, CHICAGO ILLINOIS 60602 May 121609:22a p.'1 SC!.fEtltll-E C"l, Þirijeêt Gily of Cl¡,ic.ago. lf :r.ilo¡e desorlbed tttt¡e Mtíeorw.BÉwill nfl:þç quboontradiri0,anyof thawoik,t¡sted,orâftached,to 0 % 'ôf,the 7c of dollär vâlúe of ,fhe -lVlBE,orr WBE'subcontrag.t.inq¡.*itf bg Eubp.Onkacted to nón MBEAly'BE,contiactórs. lñe dollai value,of the. MBEor WBE suÞg'gntr51,,'¡þ.át will bê subcoritractèd lo'MBE orWSE èoñlractor.s-, N$flsE: u Pr¡me TÞs NgT.r.ç qi ïHfs haq åútêièd into. ä lo'rt"ilíil, wdtten menior pfgç.+itd egrp.e.fr!.qnl as l.n'en!óii 't: ),yes :¡ ¡i':) r..to :s.c H.EDULE AND sub@nlractor/protégè \tuith y,ôú äs NTS REOUIRE ORIGIÑAL SIGÑAT.U RES. Lu b i'n' 1-1 oil2A13, þ a v f,"' I)np¡rnrp¡eNr ci!' Pno cr¡asur:¡¡r S Env¡c ps CI'FY ÛF çHICACO .4AR I È.\'2ß!{"; Ms. Judith L. Lubin G & E'Sàles Coþorat ton 13856 South Halstèd Riverdale, lL 60827 ': Dear Ms. Lubin: We are pbased to inform you that G & E Sales Corporation has been'röcertifred ai a Women the Buginess is valid 's ast the City has provided you urÍth an annual will no longer be issued. . As a consequence, we require you to be even more dillsen! in filing your :, rl annual No-Ghange AffdaVit 6O {ayç þqforq yqu.Lannual annlversqry En untit'l'tlt5¡äo City.p cerüfim letter dqþ, certification directory a¡d veriff your certi-fication annual Ne0hange Affidavit may resull in the suspension or rescission of your certification. Your firm's five yèaitcertification will eipire on t'i'itsl2o17. You have a'n affirmative duty to file for recertification 60 days prior to lhe date of the five year anniversary date. Therefore, you rnust file for recertification by Ogl15l2017. It is important to note that you also have an ongoing affirrnative duty to notify the City of any changes in ownership or control of your.firrn, or any other fact affecting your {i[m's elígibiftty for certification within l0 days of such change. These changes may include buf are not limited to a change of address, change of business structure, change in ownership or ownerchip structure, change of business operations, gross receipts and or personal net worth that exceed the program threshold. Failure to provide the City witl¡ timely notice of such changes may result in the suspension or rescission of your G;rtÍfication. ln addition, you may be liatile ior civil penalties under Chapter 7-22, "False Claims', of the Municipal Code of Chicago. Please note - you shall be deemed to have had your certification lapse and will be ineligible to 'participale as a WBE if you fail to: 121NORTH L,}TFALLE STBEET, ROOI,Í S06, CI{ìC.AGO ILLT}IOIS 5ûS0z t\ 'tt Ü Page 2 oÍ 2 G&ESalesGorPoration a o e r File your annual No-Change Affidavit vr1,itþin the required time period: Províde financia l''or other records requês.ted pursuant to an at¡dit wittrin the reguíred time period; Notiff the Gity of any changes affecting yöur firm's certification within '10 days of such change; or Fife your recertification within the required time period. Please be reminded of your contlactual obligation to cooperate with the City with respect to any reviews, audits or investigation of its contracts and affirmative action programs. We strongly encourage you to assist us in rnaintaining the inlegrity of our programs by reportíng instances or suspicions of fraud or abuse to the City's lnspector General chicagoinspectorgeneral.org, or 866- G-TIPLINE (866-448-4754r. at Be advised that if you or your firm is found to be involved in certificatio¡, bi{ding and/or contractual fraud or abuse, the City will pursue decertification and debarment. ln àddition to any other penalty imposed by law, any þerson who knowingly obtaini, qr knc.}üingly,a-ssists another in obtaining a contract with the City by falsely representing lhe indÍvidual oi entity, or the indivídual or entity assisled ís guilty of a misdemeanor, punishable by incarceration in the county jailfor a period not to exceed six months, ora fine of not less than $5,000 and not more than $f O,0O0 or both. :: of Minority and WornênÐwned Business Your firm's name will be fistgd in the Cítyts - Direc-tgry "' Ente.rprises ¡ñ the speCiatty ärea(s) of: ,. NAICS Gode(s): 423120 - Motor Vehicle Parts and Accessories, Ntrvn, Merchant Wholesalers credited only toward Women Business your participation on City conJracls is not ls will be given only for work fhat is selffunc'tion that is done in the approved specialty category. Thank you fcr your interest in the Gíty's Women-Owned Business Enterprise (WBE) Program. Since nely, Officer JLR/crn it FOR NON.CONSTRUCTION PROJECTS ONLY SCHEDULE C.I Project Specíficallon No.: I 35025 From F¡m) ï the City of Chicago. City of Chicago or Cook County, of q MBE or WBE ,'me nufacturer The underslgned ís prepared lo perform the following services in connection wilh the above named projecUconlract. lf more space is requlred to fully descrlbe the MBE or WBE proposed scope of work and/or payment schedule, including a descrlptfon of lhe useful funclíon being performed. Attach additional sheets as necessary: The above described 0f on ¡f the MBE or o/o 0 wBE wilr not be subconrracling any of the work ristetr or atrached to of the dollar value of the MEE or wBE suþconlract lhat will bo subcontracted ro non MBE^/VBE conlractors, 7o of the dollar value of the MBE or WBE subconlract that wlll be subcontrac.ted to MBE or WBE contraclorÊ. er fnto a formal written o r the:ebove wod< with you as a prrme coqtrâct wilh the Cig I '# "ï'i'"o,ti:""" hin three (3) bustness ned ract fÏti"Twrftton mentor protégé agreement as a subconlractor/prorégó wtth you as a IHIS SCHEDULE AND ATTACHMENTS RÊQUIRE ORIGINAL SIGNAÎURES. 1900 0u2013 côntractor, of a stg ,iry_;; Voii ,ä.*tpf Page I of 1 DspantupNT oF PRocunptrnnr SnRvlces Ff5 0 4 201,t, CITY OF CHICAGO Deborah L. Stange West Fuels, lnc. 82 S. La Grange Road, Suite #201 La Grange, lL 60525 Dear Ms. Stange: We are pleased to inform you that West Fuels, lnc. has been recertífied as a Women Business Ënterprise ("WBE") by the City of Chicago ('City'). This WBE certification is valid until0210112017; however your firm's certification must be revalidated annually. ln the prriih; City has provided you with an annual letter confirming your certífication; such letters will no longer be issued. As a conseqrlence, w-e require you to be even more diligent in flling youi annual No-change Affidavit 60 days þefore your annual anniversary date. It is now your responsibility to check the City's certífication directory and veriñ7 your certification status. As a condition of continued certificati rnust file an annual No-Chänge Affidavit. you O2lO1l2O15 and A21O112016. Please rememb Change Affidavit 60 days prior to the date Change Affidavit may result in the suspension or rescission of your certification. Your firm's five year certification will expire on 02t0112017. You have an affirmative duty to file for recertification 60 days prior to the-date of the fle year anniversary date. Therefoie, you must file for recertification by 1210112017. It is important to note chanses in certification within f 0 "Î,JIrñ'åi oti¡mitéO to a change of address ¡tructure, change in ownershíp or ownership structure, change of business operations, gross receipts and oipersonal net worth that exceeä the program threshold. Faifure to pro-vide the City with timefy notice of such .f,.ng"r rãy result in the suspension or rescission.of your certification. ln addition, yotl may be líabÈ for civíl penalties under chapter 1-22, "False claims", of the Municipal code of cnicago. ownership Pfease note - you shall be deemed to have had your certífication lapse and will be ineligibte to parlicipate as a WBE if you faílto: o ' File your annual No-change Affidavit within the required time period; Provide financial or other records requested pursuant to an audit wíthin the required time period; t2l NoRTH LASALLE STREET, ROOM 806, CH CAGO, tLLINOTS 60602 s\) West Fuels, r o lnc. Page 2 of Z NotiÛ the City of any changes affecting your firm's certification within 10 days of such change; or File your recertification within the required time period, Please be reminded of your contractual obligatíon to cooperate with the City wíth respect to any reviews, audits or investigation of its contracts and affirmative action programs. We strongly encourage you to assist us in maintaining the integrity of our programs by reporting instances suspicions fraud abuse City's lnspector General at chicagoinspectorgeneral.org, or 866.1G-Tl PLI NE (8664484754). or of or to the Be advised that if you or your firm is found to be involved in cerlification, bidding and/or contractual fraud or abuse, the City will pursue decertification and debarment. ln addition to any other penalty imposed by law, any person who knowingly obtains, or knowíngly assists another in obtaining a contract with the Cíty by falsely representing the individual or entity, or the individual or entity assisted is guilty of a misderneanor, punishable by incarceration ín the county jail for a period not to exceed síx months, or a fine of not less than $5,000 and not more than $10,000 or both. Your firm's name will be listed in the City's Directory of Minority and Women-Owned Business Enterprises in the specialty area(s) of: NAICS Gode(s): 424720 - Petroleum and Petroleum Products Merchant Wholesalers (Except Bulk Stations, Terminals) 4fJ4.220 - Specialized Freight (Except Used Goods) Trucking, Local Your firm's participation on City contracts will be credited only toward Women Business Enterprise goals in your area(s) specialty. While your participation on City contracts is not limíted to your area of specialty, credit toward goals will be given only for work that is selfperformed and providing a commercially useful function that is done in the approved specialty category. Thank you for your interest in the City's Minority and Women-Owned Business Enterprise (MBE^/VBE) Program. Sincerely, c L. Rhee Procurement Officer JLRiha ' EXHIBIT 6 DATA PROTECTION REqUIREMENTS FOR CONTRACTORS, VENDORS AND THIRD-PARTIES "Breach" means the acquisition, access, use, or disclosure of Protected lnformation that compromises the security or privacy of the Protected lnformation. "Contractor" means an entity that receives or encounters Protected lnformation. Contractor includes, without limitation, entities that store Protected lnformation, or host applications that process Protected lnformation. The provisions of this Data Policy includes not only the entity that is a signatory to this Policy but all subcontractors, of whatever tier, of that entity; the signatory must inform and obtain the agreement of such subcontractors to the terms of this Data Policy. "Protected lnformation" means all data provided by City to Contractor or encountered by Contractor in the performance of the services to the City, including, without limitation, all data sent to Contractor by City and/or stored by Contractor on its servers. Protected lnformation includes, but is not limited to, employment records, medical and health records, personal financial records (or other personally identifiable information), research data, and classifìed government information. To the extent there is any uncertainty as to whether any data constitutes Protected lnformation, the data in question shall be treated as Protected lnformation. L lnformation Securitv. Contractor agrees to the following: 1.1. General. Notwithstanding any other obligation of Contractor under this policy, Contractor agrees that it will not lose, alter, or delete, either intentionally or unintentionally, any Protected lnformation, and that it is responsible for the safe-keeping of all such information, except to the extent that the City directs the Contractor in writing to do so. to Data. ln addition to the records to be stored / maintained by Contractor, all records that are possessed by Contractor in its service to the City of Chicago to perform a governmental function are public records of the City of Chicago pursuant to the lllinois Freedom of lnformation Act (FOIA), unless the records are exempt under the Act. FOIA requires that the City produce records in a very short period of time. lf the Contractor receives a request from the City to produce records, the Contractor shall do so within 72 hours of the notice. 1.2. Access 1.3. Minimum Standard for Data at Rest and Data in Motion. Contractor must, at a minimum, comply, in its treatmenl ã Protected lnformation, with National lnstitute of Standards and Technology (NIST) Special Publication 800-53 Moderate Level Control. Notwithstanding this requirement, Contractor acknowledges that it must fully comply w1h each additional obligation contained in this policy. lf data is protected health information or electronic protected health information, as defined in the Health lnsurance Portability and Accountability Ac1 and Health information Technology for Economic and Clinical Health Act (HIPAAJHITECH) and regulations implementing these Acts (see 45 CFR Parts 160 and 164), it must be secured in accordance with "Guidance Specifoing the Technologies and Methodologies that Render Protected Health lnformation Unusable, Unreadable, or lndecipherable to Unauthorized lndividuals," available on the United States Department of Health and Human Services (HHS) website (http://www.hhs.gov/ocr/privacy/hipaa/administrative/breachnotificationrule/index.html), or at Volume 74 of lhe Federal Register, beginning at page 42742. That guidance from the HHS states that valid encryption processes for protected health information data at rest (e.9., protected health information resting on a server), must be consistent with the NIST Special Publication 800-111, Guide for Storage Encryption Technologies for End User Devices. Valid encryption processes for protected health information data in motion (e.g., transmitted through a network) are those which comply with NIST Special Publications 800-52, Guidelines for the Selec¡on and Use of Transport Layer Security lmplementation; 800-77, Guide to lPsec VPNs; or 800- 113, Guide to SSL VPNs, or others which are Federal lnformation Processing Standards (FIPS) 140-2 validated. 1.4. Where Data is to be Stored. All data must be stored on computer systems located in the continental United States. to Maintain Securitv Program. Contractor acknowledges that the City has implemented an s information assets, which Program is available on the City information security program to protect the website at Program"). Contractor shall be respo nsible for establishing and maintaining an information security program that is designed to: (i) ensure the security and confidentiality of Protected lnformation; (ii) protect against any 1.5. Requirement anticipated threats or hazards to the security or integrity of Protected lnformation; (iii) protect against 121 unauthorized access to or use of Protected lnformation; (iv) ensure the proper disposal of Protected lnformation; and, (v) ensure that all subcontractors of Contractor, if any, comply with all of the foregoing. 1.6. Undertaking bv Contractor. Without limiting Contractor's obligation of confidentiality as further described herein, in no case shall the safeguards of Contractor's information security program be less stringent than the information security safeguards used by the City Program. 1.7. Rioht of Audit by the City of Chicaqo. The City of Chicago shall have the right to review Contractor's information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the performance of the Services, from time to time and without notice, the City of Chicago, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Contractois information security program. ln lieu of an on-site audit, upon request by the City of Chicago, Contractor agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by the City of Chicago or the City of Chicago's designee regarding Contractor's information security program. 1.8. Audit bv Contractor. No less than annually, Contractor shall conduct an independent third-party audit of its information security program and provide such audit findings to the City of Chicago, all at the Contractois sole expense. 1.9. Audit Findings. Contractor shall implement at its sole expense any remedial actions as identified by the City as a result of the audit. 1.1g.Demonstrate Compliance - 1.l1.Demonstrate Compliance - PCl. No less than annually, as defined by the City of Chicago and where applicable, the Contractor agrees to demonstrate compliance with PCI DSS (Payment Card lndustry Data Security Standard). Upon City's request, Contractor must be prepared to demonstrate compliance of any system or component used to process, store, or transmit cardholder data that is operated by the Contractor as part of its service. Similarly, upon City's request, Contractor must demonstrate the compliance of any third party it has sub-contracted as part of the service offering. As evidence of compliance, the Contractor shall provide upon request a current attestation of compliance signed by a PCI QSA (Qualified Security Assessor). HIPAA / HITECH. lf the Protected lnformation includes protected health information or electronic protected health information covered under HIPAA/HITECH, Contractor must execute, and be governed by, the provisions in its contract with the City regarding HIPAA/HITECH, the regulations implementing those Acts, and the Business Associate Agreement in its contract with the City. As specified in 1.3, protected health information must be secured in accordance with the "Guidance Specifying the Technologies and Methodologies that Render Protected Health lnformation Unusable, Unreadable, or lndecipherable to Unauthorized lndividuals." 1.12.Data Confidentialitv. Contractor shall implement appropriate measures designed to ensure the confidentiality and security of Protected lnformation, protect against any anticipated hazards or threats to the integrity or security of such information, protect against unauthorized access or disclosure of information, and prevent any other action that could result in substantial harm to the City of Chicago or an individual identified with the data or information in Contracto/s custody. 1.13. Compliance with All Laws and Requlations. Contractor agrees that it will comply with all laws and regulations. 1.14. Limitation of Access. Contractor will not knowingly permit any Contractor personnel to have access to any City of Chicago facility or any records or data of the City of Chicago if the person has been convicted of a crime in connection with (i) a dishonest act, breach of trust, or money laundering, or (ii) a felony. Contractor must, to the extent permitted by law, conduct a check of public records in all of the employee's states of residence and employment for at least the last five years in order to verity the above. Contractor shall assure that all contracts with subcontractors impose these obligations on the subcontractors and shall monitor the subcontractors' compliance with such obligations. 1.15.Data Re-Use. Contractor agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement. Data shall not be distributed, repurposed or shared across other applications, environments, or business units of Contractor. As required by Federal law, Contractor further agrees that no City of Chicago data of any kind shall be revealed, transmitted, exchanged or otherwise passed to other Contractors or interested parties except on a case-by-case basis as specifically agreed to in writing by an officer of the City of Chicago with designated data, security, or signature authority. 1.16.Safekeeping and Security. Contractorwill be responsible for safekeeping all keys, access codes, passwords, combinations, access cards, personal identification numbers and similar security codes and identifiers issued to Contractor's employees, agents or subcontractors. Contractor agrees to require its employees to promptly report a lost or stolen access device or information to their primary business contact and to the City of Chicago lnformation Security Office. 1.17. Mandatory Disclosure of Protected lnformation. lf Contractor is compelled by law or regulation to disclose any Protected lnformation, the Contractor will provide to the City of Chicago with prompt written notice so that the L22 City of Chicago may seek an appropriate protective order or other remedy. lf a remedy acceptable to the City of ôhicago iJ not obtained by the date that the Contractor must comply with the request, the Contractor will furnish onty tnat portion of the Protected lnformation that it is legally required to furnish, and the Contractor shall require any recipient of the Protected lnformation to exercise commercially reasonable efforts to keep the Protected lnformation confidential. 1.18.Data Breach. Contractor agrees to comply with all laws and regulations relating to data breach, including w¡tnout limitation, the lllinois Personal lnformation Protection Act and other applicable lllinois breach disclosure laws and regulations. Data breaches of protected health information and electronic protected health information shall be governed by the provisions regarding HIPAA/HITECH, and the regulations implementing those Acts, in the Contractor's contract with the City, specifically the Business Associate Agreement in such contract. Contractor will immediately notiff the City if security of any Protected lnformation has been breached, and will provide information as to that breach in such detail as requested by the City. Contractor will, if requested by the City, notifi any affected individuals of such breach at the sole cost of the Contractor. 1.19. Data Sanitization and Safe Disposal. All physical and electronic records must be retained per federal, state and local laws and regulations, including the Local Records Act. Where disposal is approved, the Contractor agrees that prior to disposal or reuse of all magnetic media (e.9. hard disk, floppy disk, removable media, etc.) wñich may have contained City of Chicago data shall be submitted to a data sanitization process which meets or exceeds DoD 5220.28-M 3-pass specifications. Certification of the completion of data sanitization shall be provided to the City of Chicago within 10 days of completion. Acceptance of Certification of Data Sanitization by the lnformation Security Office of the City of Chicago is required prior to media reuse or disposal. All other materials which contain City of Chicago data shall be physically destroyed and shredded in accordance to NIST Special Publication 800-88, Guidelines for Media Sanitization, speciflcations. 1 .20. End of Aqreement Data Handling. The Contractor agrees that upon termination of this Agreement it shall return att data tõ tne City of Chicago in a useable electronic form, and erase, destroy, and render unreadable all data in its entirety in accordance to the prior stated Data Sanitization and Safe Disposal provisions. Data must be rendered in a manner that prevents its physical reconstruction through the use of commonly available file restoration utilities. Certifìcation in writing that these actions have been completed must be provided within 30 days of the termination of this Agreement or within 7 days of a request of an agent of the City of Chicago, whichever shall come first. r23 EXHIBIT 7 CONTRACTOR'S AFF'IDAVIT REGARDING REMOVAL OF ALL WASTE MATERIALS AND IDENTIFICATION OF'ALL LEGAL DUMP SITES Contractor to show here the name and location of the ultimate disposal site he/she is proposing to use for the subject project: SPECIFY THE TYPE OF MATERIALS TO BE DISPOSED OF: LEGAL NAME OF LANDFILL/DISPOSAL SITE: (The Contractor must provide to the commissioner of his/her designated representative with copies of all dump tickets, manifests, etc.) LOCATION ADDRESS: PHONE: ( ) CONTACT PERSON: Disposal site submitted shall be of sufficient capacity as to insure acceptance of the volume of Construction andlor Demolition Debris or other debris received for the period of this contract. These disposal sites must meet all zoning and other requirements that may be necessary. requested by the Chief Procurement Offrcer, the Contractor shall submit copies of all contractual agreements, sanitary landfill permits andlor licenses for these disposal site(s) proposed by the Contractor. If !24