Contract Summary Sheet

Contract (PO) Number: 29768

Specification Number: 606324

Name of Contractor: COBAN RESEARCH AND TECHNOLOGIE

City Department: DEPARTMENT OF POLICE

Title of Contract: MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES ANDRELATED SERVICES

Term of Contract: Start Date: l2l9l20l4

End Date: l2l8l20I9

Dollar Amount of Contract (or maximum compensation if a Term Agreement) (DUR):

$1,000,000.00

Brief Description of 'Work: MOBILE DIGITAL VIDEO RECORDING SYSTEM,ACCESSORIES AND RELATED SERVICES

Procurement Services Contract Area: PRO SERV CONSULTING $250,000orABOVE

Please refer to the DPS website for Contact infornntion under "Doing Business With The CilJ,".

Vendor Number: 50140022

Submission Date:

Spec. #: 606324P.O. #: 29768

Vendor #:50140022

CONTRACT

BETWEEN

THE CITY OF CHICAGO

DEPARTMENT OF POLICE

AND

COBAN TECHNOLOGIES, INC.

REFERENCING STATE OF TEXAS

CONTRACT DIR-SDD.1361

MOBILE DIGITAL VIDEO RECORDING SYSTEM,

ACCESSORIES AND RELATED SERVICES

RAHM EMANUEL

MAYOR

JAMIE L. RHEE

CHIEF PROCUREMENT OFFICER

Table of Contents

Articlel. lntroduction

Article 2. lncorporation of Exhibits

Article 3. Standard Terms And Conditions

3.1. GeneralProvisions

3.1.1. Definitions........

3.L.2. lnterpretationofContract.

3.1.3. SubcontractingandAssignment

3.L4. Contract Governance

3.L.5. Confidentiality

3.1.6. lndemnity

3.t.7. ContractExtensionOption........

3.2. CompensationProvisions

3.2.t. Ordering, lnvoices, and Payment...

3.2.2. Prompt Payment to Subcontractors .......

3.2.3. SubcontractorPaymentReports..

3.2.4. General Price Reduction - Automatic Eligibility for General Price Reductions

3.3. Compliance W¡th All Laws.

3.3.1. General......

3.3.2. Non-Discrimination....,

3.3.3. Wages........

3.3.4. Restrictions on Business Dealings....

COEAN I'ECHNOLOG¡ES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡r.e Deporiment, Specif¡cat¡on Number 60632A, PO Number 29768

13

t4

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2

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3

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8

72

T4

74

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20

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293.3.5. Debts Owed to the City; Anti-Scofflaw, MCC Sect. 2-92-380

COBAN TECHNOLAGIES, INC. MOEILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Depariment, Specification Number 6063)-A, PO Number 29768

3.3.6. Other City Ordinances and Policies

3.3.7. Compliance with Environmental Laws and Related Matters 33

3.4. Contract Disputes .. 36

3.4.I. Procedure for Bringing Disputes to the Department 36

3.4.2. Procedure for Bringing Disputes before the CPO 37

3.5. Events of Default and Termination ......... ...................38

3.5.1. Events of Default

3.5.2. Cure or Default Notice ..39

3.5.3. Remedies 39

3.5.4. Non-ExclusivityofRemedies 40

3.5.5. City Reservation of Rights 40

3.5.6. Early Termination

3.6. Department-specific Requirements 40

3.6.1. Department of Aviation Standard Requirements .4I

3.6.2. Department of Emergency Management and Communications (OEMC) Security

Req uirements........ 45

3.6.3. Chicago Police Department Security Requirements 48

3.6.4. Department of Water Management ("DOWM") Security Requirements..

Article 4. Special Conditions for Reference Contracts ............... ...............53

4,1. ProvidingServices..... 53

4.2. Standard of Performance ............

4.3. Deliverables......

4.4. AdditionalServices

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54

54

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lt

4.5. Timeliness of Performance..

4.6. Suspension

4.7. Personnel

4.7.I. AdequateStaffing.

4.7.2. Key Personnel..

4.7.3. Salaries and Wages

4.8. OwnershipofDocuments...............

4.9. Copyright Ownership and other lntellectual Property ...

4.9.1,. Patents

COBAN TECHNOLOGIES INC. I"406ILE DIGITAL VIDEO RËCORDING SYS'TEIVI, ACCESSORIES AND RELATED SERVICES

Police Department, Specif¡cat¡on Number 606j2A, PO Number 29768

55

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56

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4.9.2. lndemnity ..57

4.9.3. Limitation of Liability ..58

4.10. lnsurance 58

Article 5. Scope of Work and Detailed Specifications....

5.1. Scope of Services 59

lntent 59

Authorized Dealer/Distributor/Service Center ...........59

List of Key Personne1............... ................59

59

5.2.

5.3.

5.4.

5.5. Term of Performance 59

5.6. Equipment. ..60

5.6.1. Standard Equipment 60

5.8. Pricing 60

5.9. Backorders 61

5.10. lnventory/Lead Time.... .........61

5.11. Payment.... .........61

COBAN TECHNOLOGIES, INC, I!/IOtsILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡c!2 Depdrtment, Spec¡f¡cation Number 60632A, PO Number 29768

5.11..1. Basis of Payment 67

5.71..2. Method of Payment ...........61

5.L2. Funding ..............61

5.13. Minority and Women's Business Enterprise Commitment................ ..............62

Contract Signature Page................ 63

EXHIBIT 1: SCOPE OF SERVICE 64

EXHIBIT 2: SCHEDULE OF COMPENSATION 67

EXHIBIT 2A: CONTRACT PRICE LIST ........... ..............68

EXHtBtT 3: SPECTAL CONDTTTONS REGARDTNG MBE/WBE COMMTTMENT AND SCHEDULES.

EXHIBIT 4: ONLINE ECONOMIC DISCLOSURE STATEMENT AND AFFlDAV|T............

EXHIBIT 5: INSURANCE REQUIREMENTS AND EVIDENCE OF INSURANCE

70

69

7t

IV

CO8AAl TLCHAIOLOGIES INC. MOEILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Deportment, Specification Number 60632A, PO Number 29768

ARTICLE 1. INTRODUCTIONThis City Contract is entered into as of the ? 7'+

¿ av ot 0g.-øl fu:t?,,æ{( " Effect i ve

Date") by and between Coban Technologies, 11 c. a Texas corporation ("Contractor"), and theCity of Chicago, a municipal corporation and home rule unit of local government existingunder the Constitution of the State of lllinois, acting through its Police Department ("City"), at

Chicago, lllinois.

The Contractor warrants that it is ready, willing and able to perform as of the effective date ofthis City Contract to the full satisfaction of the City.

BACKGROUND INFORMATION

The City, pursuant to Chapter 2-92-649 ("Reference Contract Ordinance") of the MunicipalCode of Chicago ('MCC"), may procure goods or services that otherwise would be subject tothe Municipal Purchasing Act of lllinois (65 ILCS 5/8-10-3 and 8-10-4, as amended) by using an

existing contract (a "Reference Contract") of another unit of government.

There exists a Contract by and between the State of Texas and Contractor; thesetwoparties entered into a contract on April t9,20LO forthe provision of goods and/orservices bythe Contractor for the State of Texas relative to matters in dealing with the purchase of CobanTechnologies, lnc. Mobile Digital Video Recording System, Accessories and Related Services(the "State ofTexas Contract").

The Reference Contract Ordinance grants the Chief Procurement Officer ('CPO") of theCity the authority to enter into a new contract (a "City Contract") based on a ReferenceContract.

The City, through its Police Department, desires certain goods and/or services of theContractor.

The Contractor represents and warrants that it is qualified and competent to providethe goods and has the necessary expertise and knowledge to complete any goods and/orservices assigned to it in accordance with this City Contract.

The Contractor warrants that it is ready, willing and able to provide these goods and/orservices for the City with pricing and payment terms equivalent to or more favorable to theCity than those reflected in the State of Texas Contract.

NOW, THEREFORE, the City and the Contractor agree as follows:

Ilntroduct¡on

COEAN TECHNOLOGIES, INC, MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCTSSORILS AND RELATED SÊRVICES

Pol¡ce Department, Spec¡ficot¡on Number 60632-A, PO Number 29768

ARTICLE 2. INCORPORATION OF EXHIBITS

The following attached Exhibits are made a part of this City Contract:

¡ EXHIBIT 1: Scope of Service

r EXHIBIT 2: Schedule of Compensation

o EXHIBIT 2A: Contract Price List

¡ EXHIBIT 3: Special Conditions Regarding MBE/WBE Commitment and Schedules

o EXHIBIT 4: Online Economic Disclosure Statement and Affidavit

o EXHIBIT 5: lnsurance Requirements and Evidence of lnsurance

2I n corporot¡on of Exh ibits

COBAiI TECHNOLOGIES, INC, MOBILE DIGITAL VIDEO RECORDING SYSTEA4, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Spec¡f¡coi¡on Number 606]2A, PO Number 2-9768

ARTICLE 3. STANDARD TERMS AND CONDITIONS

3.1. General Provisions3.1.1. Definitions"Acceptance" means, title, risk of loss and payment obligation for supplies and/orservices are or have been transferred to the Police Department. Warranties andservice guarantees described in this specification.

"Agreement" means this City contract referencing the State of Texas Contractincluding all exhibits attached to it and incorporated in it by reference, and all

amendment, modifications or envisions made in accordance with it terms.

"Airports" means Chicago O'Hare lnternationalAirport and Chicago Midwaylnternational 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 meanAirside areas within terminal buildings. References to "Airfield", "Aircraft OperationsArea", "AOA", or "Secured areas" generally mean outdoor Airside areas or areas notaccessible to passengers.

"Attachments" are all the exhibits and other documents attached to the ContractDocuments and/or incorporated into the City Contract by reference.

"Business Day" means business days (Monday through Friday, excluding legal holidays,or City shut-down days) in accordance with the City of Chicago business calendar.

"Calendar Day" means all calendar days in accordance with the world-wide acceptedcalendar.

"Calendar Year" means the twelve-month period from January L to December 31.

"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 Officer's behalf.

"City" means the City of Chicago, a municipal corporation and home rule governmentunder Sections 1 and 6(a), Article Vll, of the 1970 Constitution of the State of lllinois.

"City Contract" means, upon notice of award from the CPO, this contract including allexhibits attached to it and incorporated in it by reference, and all amendments,modifications, or revisions made from time to time in accordance with the termstherof. All such documents comprising the City Contract are referred to as the"Contract Documents".

"Commissioner" means the Superintendent of the Police Department, and anyrepresentative authorized in writing to act on the Superintendent's behalf.

"Contact Person" means the Contractor's management level personnel who will workas liaison between the City and the Contractor and be available to respond to any

3Stondord Terms and Conditions

COBAN TECHNOLOGtts, lNC. ^4Oê1LE

DIG|TAL VIDEO RËCORD!t'\iG SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Spec¡Íicoiion Number 50632-A, PO Number 29768

problems that may arise ¡n connection with Contractor's performance under theContract.

"Contract" means, upon not¡ce of award from the CPO, the contract consisting of all

Bid Documents relating to a specific invitation for bids, and all amendments,modifications, or revis¡ons made from time to time in accordance with the termsthereof. All such documents comprising the Contract are referred to as the "ContractDocuments".

"Contractor" means the Bidder (person, firm, or entity) that is awarded the Contractby the CPO. Any references to the Bidder in the Contract Documents is understood toapply to the Contractor.

"DaV" means a Calendar Day, beginning at 12:.0L a.m. in the centraltime zone of theUnited States coinciding with the Calendar Day, whether or not a Saturday, Sunday, orLegal Holiday.

"Deliverables" means any Preventive Maintenance, Parts and Repair Services forCoban Technologies Mobile Digital Video Recording System, Accessories and RelatedServices etc. to be provided by the Contractor to the City;

"Delivery Point" means, unless otherwise agreed in writing, the location to whichContractor shall ship the Coban Technologies Mobile Digital Video Recording System,Accessories and Related Services, as designated by the City.

"Department Liaison" means that person duly appointed by the Commissioner to be

the Police Department's contact with respect to the Services, unless otherwiseprovided.

"Department" means the Chicago Police Department for the City of Chicago.

"Detailed Specifications" refers to the contract specific requirements that includes butis not limited to a detailed description of the scope, term, compensation, priceescalation, and such other additional terms and conditions governing this specific.Contract

"Environmental Law" means all applicable Federal, State, City and local environmentallaws, rules and regulations.

"Force Majeure Event" means events beyond the reasonable control of a partytothisContract, which is limited to acts of God, explosion, acts of the public enemy, fires,floods, earthquakes, tornadoes, epidemics, quarantine restrictions, work stoppages(except for work stoppages resulting from practices of the Contractor which are thesubject of a finding of unfair labor practices by an administrative law judge of theNational Labor Relations Board and except further for foreseeable work stoppages forwhich the Contractor has not reasonably prepared to minimize the harm or loss that isoccasioned by such work stoppage).

"Formatted Data" means data in a universally recognized electronic format.

4Standord Terms ond Conditions

COBAN TECHNOLOGIES. INC. A4OBILE DIGITAL VIDEO RECORD!NG SYSTEM, ACCESSORIES AND RELATTD SERVICES

Po!ice Dp-pùriment, Specif¡cation Number 606j2A, PO Number 29768

"O.E.M." means the Original Equipment Manufacturer.

"Proposal" as used herein refers to the Contractor prepared document quoting a firmfixed price or unit price for performance of the Work; including all Contractorschedules and signatory documents required to be completed in accordance with therequirements of the Contract Documents.

"Reporting Formats" means the appearance in which a report is submitted bytheContractor to the City.

"Legal Holiday" means the following days: New Year's Day, Memorial Day,

lndependence Day, Labor 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 this CityContract including the Contractor and the City.

"Purchase Order" means a written purchase order from a Department referencing thisContract. Purchase Orders may also be referred to as "Blanket Releases".

"Reporting Formats" means the appearance in which a report is submitted by theContractor to the City.

"Services" refers to all work, services, and materials whether ancillary or as requiredby the Detailed Specifications that Contractor provides in performance of itsobligations under this City Contract.

"Service Location" refers to the location where the product or service is to be providedby the Contractor.

"Subcontractor" means any person or entity with whom the Contractor contracts toprovide any part of the goods, services or work to be provided by Contractor under theCity Contract, including subcontractors of any tier, suppliers and material men,whether or not in privity with the Contractor.

3.t.2. lnterpretation of Contract

(a.) The term "include" (in all its forms) means "include, without limitation" unless

the context clearly states otherwise.

(b.) All references in this City Contract to Articles, Sections, or Exhibits, unlessotherwise expressed or indicated are to Articles, Sections, or Exhibits of thisCity Contract.

(c.) Words importing persons include frrms, associations, partnerships, trusts,corporations and other legal entities, including public bodies, as well as naturalpersons.

5Standørd Terms and Condit¡ons

COBAN TECHAIOLOGIES, INC. I'/IOBILE DIGlTAL VIDEO RECORDING SYSTEA4, ACCESSORIES Af'ID RELATED SERVICES

Police DepartmenÈ, Spe.if¡cotian l¡lumber 60632A, PO Number 29768

(d.) Any headings preceding the text of the Articles and Sections of this CityContract, and any table of contents or marginal notes appended to it, are solelyfor convenience or reference and do not constitute a part of this City Contract,nor do they affect the meaning, construction or effect of this City Contract.

(e.) Words importing the singular include plural and vice versa. V/ords of themasculine gender include the correlative words of the feminine and neutralgenders.

(f.) All references to a number of days mean Business Days, unless indicatedotherwise.

(g.) All references to Police Department's internal orders, directives, and memosrefer to the most recent orders, directives, and memos, which can be changed atany time as dictated by operational needs.

(h.) The definitions set out in Section 3.1 of this City Contract constitute apart ofthis Contract.

3.t.2.L. Order of PrecedenceThe order of precedence of the component contract parts will be as follows:

o Addenda, if anyo Detailed Specifications / Scope. Plans or drawings, if anyo Special Conditionso Supplemental Special Conditions, if anyo lnsuranceRequirementso MBE/WBE/DBE Special Conditions, if any¡ Standard Terms and Conditionso lnvitation to bid and proposal pages

3.t.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.

The words "necessary", "proper", or similar words used with respect to the natureor extent of work or services mean that work or those services must be conductedin a manner, or be of a character which is necessary or proper for the type of workor services being provided in the opinion of the Commissioner and the CPO, as

6Stondord Terms ond Conditions

COBAN TECHNOLOGIES, IIIC, MOBILE DIGITAL VIDEO RECORDING SYSTEIVI, ACCESSORiES AND REIATED SERVICES

Pol¡ce Deportment, Spec¡f¡cation Number 60632A, PO Nunber 29768

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 equipmentrequired" it will be understood and agreed that such address is directed to theContractor unless the provision expressly states that the City will be responsible forthe action.

3.1.2.3. SeverabilityThe invalidity, illegality, or unenforceability of any one or more phrases, sentences,

clauses, or sections in this Contract does not affect the remaining portions of thisCity Contract.

3.L.2.4. EntireContractThe City Contract Documents constitute the entire City Contract between theparties and may not be modified except by the subsequent written agreement ofthe parties.

3.1.3. Subcontracting and Assignment3.1.3.1. No Assignment of ContractPursuant to 65 ILCS 8-tO-14, Contractor may not assign this City Contract withoutthe prior written consent of the CPO. ln no case will such consent relieve theContractor from its obligations, or change the terms of the Contract. The

Contractor must notify the CPO, in writíng, of the name of any proposed assignee

and the reason for the assignment; consent to which is solely in the CPO's

d iscretion.

3.L.3.2. SubcontractsNo part of the goods, work, or services to be provided under this City Contract maybe subcontracted without the prior written consent of the CPO; but in no case willsuch consent relieve the Contractor from its obligations, or change the terms of theCity Contract. The Contractor must notify the CPO of the names of all

Subcontractors to be used and shall not employ any that the CPO has notapproved. Prior to proposing the use of a certain Subcontractor, the Contractormust verify that neither the Subcontractor nor any of its owners is debarred fromor otherwise ineligible to participate on City contracts. This information can befound on the City's website:

ms list.html

Subcontracting of the services or work or any portion of the City Contract withoutthepriorwrittenconsentoftheCPOisnull andvoid. Further,theContractorwillnot make any substitution of a previously approved Subcontractor. without theprior written consent of the CPO; any substitution of a Subcontractor without theprior written consent of the CPO is null and void.

7Standard Terms and Conditions

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECARDING SYSTEîVI, ACCESSORiES AND RELAÌ ED SERVICES

Police Department, Sp?c¡f¡cation Nuntber 60632A, PO Number 29768

The Contractor will only subcontract with competent and responsibleSubcontractors. lf, in the judgment of the Commissioner or the CPO, any

Subcontractor is careless, incompetent, violates safety or security rules, obstructsthe 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 City

Contract, or fails to follow the requirements of this City Contract, then theContractor will, immediately upon notice from the Commissioner or the CPO,

discharge or otherwise remove such Subcontractor and propose an acceptablesubstitute for CPO approval.

3.1.3.3. No Pledging or Assignment of Contract Funds Without City ApprovalThe Contractor may not pledge, transfer, or assign any interest in this City Contractor contract funds due or to become due without the prior written approval of theCPO. Any such attempted pledge, transfer, or assignment, without the priorwritten approval of the CPO is void as to the City and will be deemed an event ofdefault under this Contract.

3.L.3.4. City's Right to Assign

The City expressly reserves the right to assign or otherwise transfer all or any partof its interests in this City Contract without the consent or approval of theContractor.

3.1.3.5. Assigns

Allof the terms and conditions of this City Contract are binding upon and inure tothe benefit of the parties hereto and their respective legal representatives,successors, transferees, and assigns.

3.L.4. Contract Governance3.1.4.L. Governing Law and JurisdictionThis City Contract will be governed in accordance with the laws of the State oflllinois, without regard to choice of law principles. The Contractor herebyirrevocably submits, and will cause its Subcontractors to submit, to the originaljurisdiction 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 anyway concerning the execution or performance of this City Contract and irrevocablyagrees to be bound by any finaljudgment 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 thegrounds of forum non conveniens)which it may now or hereafter have to thebringing of any action or proceeding with respect to this City Contract in thejurisdiction set forth above.

3.L.4.2. Consent to Service of Process

The Contractor agrees that service of process on the Contractor may be made, atthe option of the City, either by registered or certified mail addressed to theapplicable office as provided for in this City Contract, by registered or certified mail

Stondord Terms ond Conditions

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSÍEIVI, ACCESSORiES AND RELATED SERVICES

Police Department, Spec¡.f¡cat¡an Number 60632A, PO Number 2-9768

addressed to the office actually maintained by the Contractor, or by personaldelivery on any officer, director, or managing or general agent of the Contractor.The Contractor designates and appoints the representative identified on thesignature 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 givingof written notice by the Contractor to the City of the name and address of a newAgent for Service of Process who works within the geographical boundaries of theCity of Chicago. Nothing herein will affect the right to serve process in any othermanner permitted by law or will limit the right of the City to bring proceedingsagainst the Contractor in the courts of any other jurisdiction.

3.t.4.3. Cooperation by Parties and between ContractorsThe Parties hereby agree to act in good faith and cooperate with each other in theperformance of this City Contract. The Contractor further agrees to implementsuch measures as may be necessary to ensure that its staff and its Subcontractorswill be bound by the provisions of this City Contract. The City will be expresslyidentified as a third party beneficiary in the subcontracts and granted a direct rightof enforcement thereunder.

Unless otherwise provided in Detailed Specifications, if separate contracts are leftfor work within or adjacent to the project site as may be further detailed in theContract Documents, each Contractor must perform its Services so as not tointerfere with or hinder the progress of completion of the work being performedby other contractors.

Each Contractor involved shall assume all liability, financial or otherwise, in

connection with its contract, and shall protect and hold harmless the Cityfrom anyand all damages or claims that may arise because of inconvenience, delay, or loss

experienced by the Contractor because ofthe presence and operations of othercontractors working within the limits of its work or Services. Each Contractor shallassume all responsibility for all work not completed or accepted because of thepresence and operations of other contractors.

The Contractor must as far as possible, arrange its work and space and dispose ofthe materials being used, so as not to interfere with the operations of the othercontractors within or adjacent to the limits of the project site.

3.L.4.4. No Third Party BeneficiariesThe parties agree that this City Contract is solely for the benefit of the parties andnothing herein is intended to create any third party beneficiary rights forsubcontractors or other third parties.

3.1.4.5. lndependent Contractor

9Stondard Terms ond Conditions

(,O8AN'TECHNOLOGIES, INC. II¿AtsILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICIS

Police Department, Specificalion Number 60632A, PO Number 29768

This City Contract is not intended to and does not constitute, create, give rise to, orotherwise recognize a joint venture, partnership, corporation or other formalbusiness 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 thisContract. Contractor must perform under this Contract as an independentcontractor and not as a representative, employee, agent, or partner of the City.

This Contract is between the City and an independent contractor and, if Contractoris an individual, nothing provided for underthis City Contract constitutes or impliesan employer-employee relationship such that:

The City will not be liable under or by reason of this City Contract for the paymentof any workers' compensation award or damages in connection with the Contractorperforming the Services required under this City Contract.

Contractor is not entitled to membership in any City Pension Fund, Group Medicallnsurance Program, Group Dental Program, Group Vision Care, Group Lifelnsurance Program, Deferred lncome Program, vacation, sick leave, extended sickleave, or any other benefits ordinarily provided to individuals employed and paidthrough the regular payrolls of the City.

The City is not required to deduct or w¡thhold any taxes, FICA or other deductionsfrom any compensation provided to Contractor.

3.L.4.6. AuthorityExecution of this City Contract bythe Contractor is authorized and signature(s) ofeach person signing on behalf of the Contractor have been made with completeand full authority to commit the Contractor to all terms and conditions of this CityContract, including each and every representation, certification, and warrantycontained herein, attached hereto and collectively incorporated by referenceherein, or as may be required by the terms and conditions hereof. lf other than a

sole proprietorship, Contractor must provide satisfactory evidence that theexecution of the City Contract is authorized in accordance with the businessentity(s rules and procedures.

3.L.4.7. Joint and Several Liabilityln the event that Contractor, or its successors or assigns, if any, is comprised ofmore than one individual or other legal entity (or a combination thereof), then andin that event, each and every obligation or undertaking herein stated to be fulfilledor performed by Contractor will be the joint and several obligation or undertakingof each such individual or other legal entity.

3.1.4.8. NoticesAll communications and notices to the City from the Contractor must be faxed,delivered personally, electronically mailed or mailed first class, postage prepaid, tothe Commissioner of the using Department that appears on the applicable

Stondord Terms ond Cond¡t¡ons10

COEAN TECHNOLOGIES, INC, A4OtsILE DIGITAL VIDEO HECORDING SYSTEM, ACCESSORIES AND RELATED STRVICES

Police Depa(tment, Specification ltlum!¡er 60632,A, PO Number 2-9768

Purchase Order, with a copy to the Chief Procurement Officer, Room 806, City Hall,

12L N. LaSalle Street, Chicago, lllinois 60602.

A copy of any commun¡cations or notices to the City relating to City Contractinterpretation, a dispute, or indemnification obligations shall also be sent my thesame means set forth above to the Department of Law, Room 600 City Hall, l-21 NLaSalle Street, Chicago, lllinois 60602.

All communications and notices from the City to the Contractor, unless otherwiseprovided for, will be faxed, delivered personally, electronically mailed or mailedfirst class, postage prepaid, to the Contractor care of the name and to the addresslisted on the Bid Documents' proposal page.

3.1.4.9. AmendmentsFollowing City Contract award, no change, amendment, or modification of theContract Documents or any part thereof, is valid unless stipulated in writing andsigned by the Contractor, Mayor, CPO, and Comptroller, unless specifically allowedfor by the Contract Documents.

3.1.4.10. No Waiver of Legal RightsNeither the acceptance by the City, or any representative of the City, nor anypayment for or acceptance of the whole or any part of the deliverables, nor anyextension of time, nor any possession taken bythe City, shall operate as a waiverby the City of any portion of the City Contract, or of any power herein reserved orany right of the City to damages herein provided.

A waiver of any breach of the City Contract shall not be held to be a waiver of anyother or subsequent breach. Whenever under this City 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, thewaiver so granted, whether express or implied, shall only apply to the particularinstance and will not be deemed a waiver forever or for subsequent instance of theperformance, requirement, or condition. No such waiver shall be construed as a

modification of this City Contract regardless of the number of time the City mayhave waived the performance, requirement, or condition.

3.t.4.LL. Non-appropriation of Funds

Pursuant to 65 ILCS 5/8-1.-7, any contract for the expenditure of funds made by amunicipality without the proper appropriation is null and void.

lf no funds or insufficient funds are appropriated and budgeted in any fiscal periodof the City for payments to be made under this City Contract, then the City willnotify the Contractor of that occurrence and this Contract shall terminate on theearlier of the last day of the fiscal period for which sufficient appropriation was

Stondard Terms and Conditions1.1.

(,O8AN TÊCHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYS EíVI, ACCESSORIES AND RELATED SERVICES

Pol¡ce DeportmenÈ, Spec¡ficotion Number 60632A, PO Number 29768

made or whenever the funds appropr¡ated for payment under this City Contractare exhausted.

No payments will be made to the Contractor under this City Contract beyond thoseamounts appropriated and budgeted by the City to fund payments under this CityContract.

3.L.4.L2. Participation By Other Government AgenciesOther Local Government Agencies (defined below) may be eligible to participate in

this Contract if (a)such agencies are authorized, by law ortheir governing bodies,to execute such purchases, (b) such authorization is consented to by the City ofChicago's CPO, and (c) such purchases have no net adverse effect on the City ofChicago and result in no diminished services from the Contractor to the City'sDepartments.

Examples of such Local Government Agencies are: the Chicago Board of Education,Chicago Park District, City Colleges of Chicago, Chicago Transit Authority, ChicagoHousing Authority, Chicago Board of Elections, Metropolitan Pier and ExpositionAuthority (McCormick Place, Navy Pier), and the Municipal Courts.

Said purchases will be made upon the issuance of a purchase order directly fromthe Local Government Agency. The City will not be responsible for payment of anyamounts owed by any other Local Government Agencies, and will have no liabilityfor the acts or omissions of any other Local Government Agency.

3.1.5. ConfidentialityAll deliverables and reports, data, findings or information in any form prepared,assembled or encountered by or provided by Contractor under this Contract areproperty of the City and are confidential, except as specifically authorized in this CityContract or as may be required by law. Contractor must not allow the Deliverables tobe made available to any other individual or organization without the prior writtenconsent of the City. Further, all documents and other information provided toContractor by the City are confidential and must not be made available to any otherindividual or organization without the prior written consent of the City. Contractormust implement such measures as may be necessary to ensure that its staff and itsSubcontractors are bound by the confidentiality provisions contained in this CityContract.

Contractor must not issue any publicity news releases or grant press interviews, andexcept 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 Servicespertain without the prior written consent of the Commissioner.

lf Contractor is presented with a request for documents by any administrative agencyor with a subpoena duces tecum regarding any records, data or documents which maybe in Contractor's possession by reason of this City Contract, Contractor mustimmediately give notice to the Commissioner, CPO and the Corporation Counsel for

Stondard Terms and Conditions1.2

COEAAI TECHNOLOG¡€5, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEIVI, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Sfrec¡f¡cation Num!ter 60632A, PO Number 29768

the City with the understanding that the City will have the opportun¡ty to contest such

process by any means available to it before the records or documents are submitted toa court or other third party. Contractor, however, is not obligated to withhold thedelivery beyond the time ordered by the court or administrative agency, unless thesubpoena or request is quashed or the time to produce is otherwise extended.

3.1.6. lndemnityContractor must defend, indemnify, keep and hold harmless the City, its officers,representatives, elected and appointed officials, agents and employees from and

against any and all Losses (as defined below), including those related to: injury, deathor damage of or to any person or property; any infringement or violation of anyproperty right (including any patent, trademark or copyright); failure to pay or performor cause to be paid or performed Contractors covenants and obligations as and whenrequired 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 City Contract;and injuries to or death of any employee of Contractor or any subcontractor under any

workers com pensation statute.

"Losses" means, individually and collectively, liabilities of every kind, includingmonetary damages and reasonable costs, payments and expenses (such as, but notlimited to, court costs and reasonable attorneys'fees and disbursements), claims,

demands, actions, suits, proceedings, fines, judgments or settlements, any or all ofwhich in any way arise out of or relate to the acts or omissions of Contractor, itsemployees, agents and subcontractors.

At the City Corporation Counsel's option, Contractor must defend all suits broughtupon all such Losses and must pay all costs and expenses incidental to them, but theCity 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 City Contract. Anysettlement must be made only with the prior written consent of the City CorporationCounsel, if the settlement requires any action on the part of the City.

To the extent permissible by law, Contractor waives any limits to the amount of itsobligations to indemnify, defend or contribute to any sums due to third parties arising

out of any Losses, including but not limited to any limitations on Contractor's liabilitywith respect to a claim by any employee of Contractor arising under the WorkersCompensation Act, 820 ILCS 305/1. et seq. or any other related law or judicial decision(such as, Koteckiv. Cyclops Welding Corporation, t46lll. 2d 155 (L991 )). The City,

however, does not waive any limitations it may have on its liability under the lllinoisWorkers Compensation Act, the lllinois Pension Code or any other statute.

The indemnities in this section survive expiration or termination of this Contract formatters occurring or arising during the term of this Contract or as the result of orduring the Contractor's performance of work or services beyond the term. Contractoracknowledges 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

Standord Terms ond Conditions13

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Deportment, Specif¡cation l\lumber 60632A, PO Number 29768

duties under this City Contract, including the insurance requirements set forth in theCity Contract.

1.I.7. Contract Extension OptionThe City may extend this City Contract once followingthe expiration of the contractterm for up to Three (3) - one (1) year extension options or until such time as a newcontract has been awarded for the purpose of providing continuity of services and/orsupply while procuring a replacement contract subject to acceptable performance by

the Contractor and contingent upon the appropriation of sufficient funds. The CPO willgive the Contractor notice of the City's intent to exercise its option to renew the City

Contract for the approaching option period.

3.2. Compensation Provisions3.2.t. Ordering, lnvoices, and Payment

3.2.L.1. PurchaseOrdersRequests for work, services or goods in the form of a Purchase Order will be issuedby 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 anydeliveries of goods without receipt of a Purchase Order issued by the City ofChicago. 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 fromany liability whatsoever to pay for any work, services, or goods provided withoutsaid 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.L.2. lnvoiceslf required by the Scope of Work / Detailed Specifications, original invoices must besent by the Contractor to the Department to apply against the City Contract.

lnvoices must be submitted in accordance with the mutually agreed upon timeperiod with the Department. All invoices must be signed, dated and reference theCity's Purchase Order number and City Contract number. A signed work ticket, timesheets, manufacturer's invoice, if applicable, or any documentation requested by

the Commissioner must accompany each invoice. lf a Contractor has more thanone contract with the City, separate invoices must be prepared for each contract in

lieu of combining items from different contracts under the same invoice. lnvoicequantities, description of work, services or goods, unit of measure, pricing and/orcatalog information must correspond to the items on the Proposal Pages 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 theinvoice.

Standard Terms ond ConditionsL4

COEAA! TECHAIOI OGIES, IAIC. IVA'ò]LE DIGITAL VIDEO RECORDII'¡G SYSTETfi, ACCESSORIES AND RELATLD SERVICES

Pol¡ce Depdrtment, Specii¡cat¡on Number 50632A, PO Number 29768

3.2.L.3. Centralized lnvoice ProcessingUnless stated otherwise in the Detailed Specifications, this City Contract is subject toCentralized lnvoice Processing ("ClP"). lnvoices must be submitted directly to theComptroller's office by US Postal Service mail to the following address as appropriate:

lnvoices for any City department other than the Department of Aviation

lnvoicesCity of Chicago, Office of the City ComptrollerL21 N. LaSalle St., Room 700Chicago, lL 60602

lnvoices for the Department of AviationChicago Department of Aviation10510 W. Zemke Blvd.

P.O. Box 661.42

Chicago, lL 60666Attn: Finance Department

OR

lnvoices for any deportment, including Aviation, moy be submitted vio email to:invoices@citvofchicaqo.orq with the word "lNVOICE" in the subject line.

All invoices must be signed, morked "originol," and include the following information orpoyment will be deloyed:. lnvoice number ond dote. Cont-rgst/Purchase Order number. Blonket Releose number (if opplicoble). Vendor name ond/or number. Remittonce oddress. Nome of City Deportment thot ordered the goods or services

Name and phone number of your contqct at the ordering departmentlnvoice quontities, commodity codes, description of deliveroble(s)Amount dueReceipt number (provided by the ordering deportment after delivery of

goods/services)

lnvoice quontities, service description, unit of meosure, pricing ond/or cotolog informotionmust correspond to the terms of the Schedule of Compensotion.

lf applicøble, if invoicing Price List/Cotølog items, indicqte Price List/Catalog number, itemnltmber, Price List/Cotalog dote, and Price List/Cotalog page number on the invoice.

lnvoices for over-shipments or items with price/wage escalations will be rejected unless theCity Controct includes a provision for such an odjustment.

Stondord Terms ond Cond¡tions

15

COBAN TECHNOLOGIES INC I,4OBILE DIGITAL VIDEO RECORDING SYSTEM, AC,CESSORIES AND RELA7 ED SERVICES

Palíce Department, Specificot¡on Number 60632A, PO l',lumber 2-9768

Freight, handling ond shipping costs ore not to be invoiced; deliveries dre to be madeF.O.B., City of Chicogo. The City of Chicago is exempt from poying Stote of lllinois soles toxond Federal excise toxes on purchases.

3.2.L.4. PaymentThe City will process payment within sixty (60) calendar days after receipt ofinvoices and all supporting documentation necessary for the City to verify thesatisfactory delivery of work, services or goods to be provided under this CityContract.

Contractor may be paid, at the City's option, by electronic payment method. lfthe City elects to make payment through this method, ¡t will so notify theContractor, and Contractor agrees to cooperate to facilitate such payments byexecuting the City's electronic funds transfer form, available for download from theCity's website at:

tCitvVendor.pdf.

The City reserves the right to offset mistaken or wrong payments against futurepayments.

The City will not be obligated to pay for any work, services or goods that were notordered with a Purchase Order or that are non-compliant with the terms andconditions of the Contract Documents. Any goods, work, or services which fail testsand/or inspections are subject to correction, exchange or replacement at the costofthe Contractor.

3.2.L.5. Electronic Ordering and lnvoicesThe Contractor will cooperate in good faith with the City in implementingelectronic ordering and invoicing, including but not limited to price lists/catalogs,purchase orders, releases and invoices. The electronic ordering and invoicedocuments 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 arenot 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 oftransmission upon written notice to the Contractor. Contractor will ensure that theessential information, as determined by the CPO, in the electronic document,corresponds to that information submitted by the Contractor in its paperdocuments. The electronic documents will be in addit¡on to paper documentsrequired 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 officialdocuments and/or eliminate the requirement for paper ordering and invoicedocuments.

3.2.L.6. City Right to Offset

Standard Terms and Cond¡t¡ons

16

COBAN TECHNOLOGIES, INC. MOtsILE DIGI AL VIDEO RECORDING SYSTENI, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Spec¡fication I,lumber 60632A, PO Number 29768

The City may offset against any invoice from Contractor any costs incurred by theCity as a result of event of default by Contractor under this Contract or otherwiseresulting from Contractor's performance or non-performance under this CityContract, including but not limited to any credits due as a result of over-billing byContractor or overpayments made by the City. lf the amount offset is insufficient tocover those costs, Contractor is liable for and must promptly remit to the City thebalance upon written demand for it. This right to offset is in addition to and not alimitation of any other remedies available to the City.

3.2.L.7. Records

Upon request the Contractor must furnish to the City such information related tothe progress, execution, and cost of the Services. All books and accounts inconnection with this City Contract must be open to inspection by authorizedrepresentatives of the City. The Contractor must make these records available atreasonable times during the performance of the Services and will retain them in asafe place and must retain them for at least five (5) years after the expiration ortermination of the City Contract.

3.2.L.8. Audits3.2.L.8.1. City's Right to Conduct AuditsThe City may, in its sole discretion, audit the records of Contractor or itsSubcontractors, or both, at any time during the term of this City Contract orwithin five years after the Contract ends, in connection with the goods, work,or services provided under this City Contract. Each calendar year or partialcalendar year may be deemed an "audited period".

3.2.t.8.2. RecoveryforOver-Billinglf, as a result of such an audit, it is determined that Contractor or any of itsSubcontractors has overcharged the City in the audited period, the City willnotify Contractor. Contractor must then promptly reimburse the City for anyamounts the City has paid Contractor due to the overcharges and, dependingon the facts, also some or all of the cost of the audit, as follows:

lf the audit has revealed overcharges to the City representing less than 5% ofthe totalvalue, based on the contract prices, of the goods, work, or servicesprovided in the audited period, then the Contractor must reimburse the City for50% of the cost of the audit and 50% of the cost of each subsequent audit thatthe City conducts;

lf, however, the audit has revealed overcharges to the City representin g5% ormore of the totalvalue, based on the contract prices, of the goods, work, orservices provided in the audited period, then Contractor must reimburse theCity for the full cost of the audit and of each subsequent audit.

Stondard Terms and Conditions77

COBAN TECHNOLOGIES, IAIC, MOEILE DIGI'fAL iIDEO RECORDING SYSTENI, ACCESSORIES AND RELATED SERVICES

Polire Department, Specif¡cation Number 60632A, PO Number 29768

Failure of Contractor to re¡mburse the City in accordance with the foregoing is

an event of default under this City 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. Prompt Payment to Subcontractors3.2.2.L. lncorporation of Prompt Payment Language in SubcontractsContractor must state the requirements of these Prompt Payment provisions in all

Subcontracts and purchase orders. lf Contractor fails to incorporate theseprovisions in all Subcontracts and purchase orders, the provisions of this Sectionare deemed to be incorporated in allSubcontracts and purchase orders.Contractor and the Subcontractors have a continuing obligation to make promptpayment to their respective Subcontractors. Compliance with this obligation is a

condition of Contractor's participation and that of its Subcontractors on this CityContract.

3.2.2.2. Payment to Subcontractors Within Fourteen Days

The Contractor must make payment to its Subcontractors within 14 days of receiptof 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 ofthe documents and information required of the Contractor. The Contractor maydelay or postpone payment for a to a Subcontractor when the Subcontractor'swork or materials do not comply with the requirements of the ContractDocuments, the Contractor is acting in good faith, and not in retaliation for a

Subcontractor exercising legal or contractual rights.

3.2.2.3. Direct Payment to Subcontractors By CityThe CPO may notify the Contractor that payments to the Contractor will be

suspended if the CPO has determined thatthe Contractor has failed to payanySubcontractor, employee, or workman, for work performed. lf Contractor has notcured a failure to pay a Subcontractor, employee or workman within L0 days afterreceipt of such notice, the CPO may request the Comptroller to apply any moneydue, or that may become due, to Contractor under the City Contract to thepayment of such Subcontractors, workmen, and employees and the effect will bethe same, for purposes of payment to Contractor of the City Contract Price, as ifthe City had paid Contractor directly.

Further, if such action is otherwise in the City's best interests, the CPO may (but isnot obligated to) request that the Comptroller make direct payments toSubcontractors for monies earned on contracts and the effect will be the same, forpurposes of paymentto Contractor of the City Contract Price, as if the City had paid

Contractor directly. The City's election to exercise or not to exercise its rightsunder this paragraph shall not in any way affect the liability of the Contractor or itssureties to the City or to any such Subcontractor, workman, or employee upon anybond given in connection with such Contract.

Standord Terms ond Conditions18

COBAN I'ECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING S{STEIVI, ACCESSORIES AND RELATF-D SERVICES

Police Dp.parrnent, Specil¡cotion Number 50632A, PO Number 29768

3.2.3. Subcontractor Payment ReportsThe Contractor must report payments to Subcontractors on a monthly basis in theform of an electronic report. Upon the first payment issued by the City to theContractor for services performed, on the first day of each month and every monththereafter, email and/or fax notifications will be sent to the Contractor withinstructionsto report paymentsto Subcontractors that have been made in the priormonth. This information must be entered into the Certification and ComplianceMonitoring System (C2), or whatever reporting system is currently in place, on orbefore the fifteenth (15th) day of each month.

Once the Contractor has reported payments made to each Subcontractor, includingzero dollar amount payments, the Subcontractor will receive an email and/or faxnotification requesting that they log into the system and confirm payments received.

All monthly confirmations must be reported on or before the twentieth (20th) day ofeach month. Contractor and Subcontractor reporting to the C2 system must becompleted by the 25th of each month or payments may be withheld.

All contracts between the Contractor and its Subcontractors must contain languagerequiring the Subcontractors to respond to email andf or fax notifications from the Cityrequiring 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 ofwhether they are MBE/WBE/DBE or non-certified entities.)

lf a Subcontractor has satisfactorily performed in accordance with the requirements ofthe City Contract, Contractor must pay Subcontractor for such work, services, ormaterials within fourteen (14) calendar days of Contractor receiving payment from theCity. Failure to comply with the foregoing will be deemed an event of default.

3.2.4. General Price Reduction - Automatic Eligibility for General Price Reductionslf at any time after the City Contract start Date the Contractor makes a generalreduction in the price of any goods, services or work covered by the City Contract to itscustomers generally, an equivalent price reduction based on similar quantities and/orconsiderations shall apply to the City Contract for the duration of the contract period(or untilthe price isfurther reduced). Such price reduction will be effective atthe sametime 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 theprice 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 City Contract. Anoccasional 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.

Stondard Terms ond Cond¡t¡ons

19

COBAN TECHNOLOGIES, INC. MOBILE DIG\TAL VIDEO RECORDING SYSTEIVI,4CCT-sSOß/FSA/VD FTt.ATED SËRVICES

Pol¡ce Depdítnent, SpecÌficat¡or¡ l¡lumber 6A632A, PO Number 29768

The Contractor must invoice at such reduced prices indicating on the invoice that thereduction is pursuant to the General Price Reduction provision of the City Contract.The Contractor, in addition, must within l-0 calendar days of any general pricereduction notifythe CPO of such reduction by letter. Failure to do so will be an eventof default. Upon receipt of any such notice of a general price reduction all

participating Departments will be duly notified by the CPO.

Failure to notify the CPO of a General Price Reduction is an event of default, and theCity's remedies shall include a rebate to the City of any overpayments.

3.3. Compliance With All Laws

3.3.1. GeneralContractor must observe and comply with all applicable federal, state, county andmunicipal laws, statutes, regulations, codes, ordinances and executive orders, in effectnow 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 City Contract are deemed inserted in the City Contract whether or notthey appear in the City Contract.

Contractor must pay all taxes and obtain all licenses, certificates, and otherauthorizations required in connection with the performance of its obligationshereunder, and Contractor must require all Subcontractors to also do so. Failure to doso is an event of default and may result in the termination of this City Contract.

3.3.2. Non-Discrimination3.3.2.L. FederalAffirmativeActionIt is an unlawful employment practice for the Contractor (L) to fail or refuse to hireor to discharge any individual, or otherwise to discriminate against any individualwith respect to his compensation, or the terms, conditions, or privileges of his

employment, because of such individuals race, color, religion, sex, age, handicap ornational origin; or (2) to limit, segregate, or classify his employees or applicants foremployment in any way which would deprive or tend to deprive any individual ofemployment opportunities or otherwise adversely affect his status as an employee,because of such individuals race, color, religion, sex, age, handicap or nationalorigin.

Contractor must comply with The Civil Rights Act of 1964,42 U.S.C. sec. 2000 etseq. (L988), as amended. Attention is called to: Exec. Order No. 11,246,30 Fed. Reg.

12,3\9 (1965), reprinted in 42 U.S.C.2000(e) note, as amended by Exec. Order No.!L,375,32 Fed. Reg. 1,4,303 (L9671and by Exec. Order No. 12,086,43 Fed. Reg.

46,50L (L9781; Age Discrimination Act,42 U.S.C. sec. 61 01-61 06 (1983);

Rehabilitation Act of L973,29 U.S.C. sec. 793-79a (1988); Americans withDisabilities Act,42 U.S.C. sec. L2LO2 et seq.; and 41 C.F.R. Part 60 et seq. (1990);

and all other applicable federal laws, rules, regulations and executive orders.

3.3.2.2. lllinois Human Rights Act

Standard Terms ond Conditions20

COBAN TECHNOLOGIES, tNC. ^4OtslLE

DIGITAL VTDEO RECORDING SYSTElvl, ACCESSORiES AND RÊLATED SERVICES

Police Deporiment, Specificot¡on Numl:er 50632A, PO Number 2-9768

Contractor must comply with the lllinois Human Rights Act, 775lLCS 5/L-L 01 etseq., as amended and any rules and regulations promulgated in accordancetherewith, including, but not limited to the Equal Employment Opportunity Clause,

445lll. Admin. Code 750 Appendix A.

Contractor must comply with the Public Works Employment Discrimination Act,775 ILCS ß/O.OL et seq., as amended; and all other applicable state laws, rules,regulations and executive orders.

3.3.2.3. Chicago Human Rights Ordinance MCC Ch. 2-L6O

Contractor must comply with the Chicago Human Rights Ordinance, MCC Ch. 2-160,

Sect. 2-160-01-0 et seq., as amended; and all other applicable municipal codeprovisions, 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 HumanRelations.

3.3.2.4. Business Enterprises Owned by People With Disabilities (BEPD) MCC

Sect. 2-92-586It 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 ofBEPDs, and all other Regulations promulgated under the aforementioned sectionsof the MCC; shall have the full and fair opportunities to participate fully in theperformance of this Contract

Contractor shall not discriminate against any person or business on the basis ofdisability, and shall take affirmative actions to ensure BEPDs shall have full and fairopportunities 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 City Contract and may result in the termination of the CityContract or such remedy as the City deems appropriate.

For purposes of this section only, the following definitions apply:

"Business Enterprises owned by People with Disab¡l¡t¡es" or "BEPD" has the samemeaning ascribed to it in MCC Sect. 2-92-586.

"Bid incentive" means an amount deducted, for bid evaluation purposes only, fromthe contract base bid in order to calculate the bid price to be used to evaluate thebid on a competitively bid contract.

"Construction project" has the same meaning ascribed to it in MCC Sect. 2-92-335.

"Reference Contract" shall mean a contract entered into by a vendor for goods orservices with a federal, state or local entity other than the City, or a group orconsortium of the same, as a result of a public procurement process followed bysuch governmental entity or entities.

Standard Terms and Conditions2L

COBAN l'ËCHNOLOGtES, tNC. MOBTLE DIGITAL VIDEO RECORDING SYSTEI\4, .ACCESSORIES AND RELATED SERVICES

Police DepÕrtment, SpecÌf¡cÕtion Number 60632.A, PO Nufttber 29768

"Contract base bid" means the total dollar amount a contractor bids on a contractwithout factoring any bid incentive or percentage reductions to the bid amount.

"Earned credit" means the amount of the bid incentive allocated to a contractorupon completion of a contract in which the contractor met or exceeded his or hergoals for the utilization of BEPDs in the performance of the contract.

"Earned credit certificate" means a certificate issued by the Chief ProcurementOfficer 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 aprime contractor or subcontractor in accordance with the provisions of this section.The bid incentive shall be earned in the performance of the Contract, provided thatthe bid incentive earned in the performance of the Contract shall only be applied toa future contract.

Where not otherwise prohibited by federal, state, or local law, the CPO shallallocate 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 totol dollor contrqct amount performed by BEPD Bid incentive2to 5% %% of the contract base bid6To LO% L%of the contract base bidI7%o or more 2% of the contract base bid

The bid incentive shall be calculated and applied in accordance with the provisionsof this section. The bid incentive is used onlyto calculate an amountto be used inevaluating the bid. The bid incentive does not affect the contract price.

As part of the contract close-out procedure, if the CPO determines that theContractor has successfully met his or her BEPD utilization goals either as a primecontractor or with subcontractors, the CPO shall issue an earned credit certificatethat evidences the amount of earned credits allocated to the Contractor. The

Contractor may apply the earned credits as the bid incentive for any futurecontract bid of equal or less dollar amount. The earned credit certificate is valid forthree years from the date of issuance and shall not be applied towards any futurecontract bid after the expiration of that period.

The Contractor may apply the earned credit certificate on multiple future contractbids during the three-year period in which the certificate is valid, but may onlyreceive one bid incentive for bid evaluation purposes on one contract award. lf theContractor applies the earned credit certificate on multiple contract bids and is thelowest responsive and responsible bidder on more than one contract bid, theearned credit certificate shall be applied to the contract bid first to be advertisedby the Department of Procurement Services, or if multiple contract bids wereadvertised on the same date, the earned credit certificate shall be applied only tothe contract bid with the greatest dollar value

Standard Terms ond Conditions22

COBAN TECHNOLOGIES, INC. IV\OBILE DIGITAL VIDEO RECORDING SYSTEIVI, ACCESSORIES AIl'ID RL-r''TED SERVICES

Pol¡ce Department, Specif¡cdtíon Number 6A632A, PO Number 29768

The Contractor shall maintain accurate and detailed books and records necessaryto monitor compliance with this section and shall submit such reports as requiredby the CPO, or the commissioner of the supervising department.

Full access to the Contractor's and Subcontractor's records shall be granted to theCPO, the commissioner of the supervising department, or any duly authorizedrepresentative thereof. The Contractor and Subcontractors shall maintain all

relevant records for a period of at least three years after final acceptance of thework.

The CPO is authorized to adopt, promulgate and enforce reasonable rules andregulations pertaining to the administration and enforcement of this section.

3.3.3. Wages3.3.3.1. Living Wage OrdinanceMCC Sect. 2-92-6L0 provides for a living wage for certain categories of workersemployed in the performance of City contracts, specifically non-City employedsecurity guards, parking attendants, day laborers, home and health care workers,cashiers, elevator operators, custodial workers, and clerical workers ("CoveredEmployees"). Accordingly, pursuant to MCC Sect. 2-92-6L0 and regulationspromulgated thereunder:

if the Contractor has 25 or more full-time employees, and if at any time during theperformance of the contract the Contractor and/or any subcontractor or any otherentity 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 CoveredEmployees, then The Contractor's obligation to pay, and to assure payment of, theBase Wage will begin at any time during the Contract term when the conditions setforth in (1) and (2) above are met, and willcontinue thereafter untilthe end of theContract term.

As of July 1.,20!4 the Base Wage ¡s 511.93 per hour. The current rate can be foundon the Department of Procurement Services' website. Each July 1st the Base Wagewill be adjusted, using the most recent federal poverty guidelines for a family offour (4) as published annually by the U.S. Department of Health and HumanServices, 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 timesduring the term of this City Contract, Contractor and all other Performing Partiesmust paythe Base Wage (as adjusted in accordance with the above). lf thepayment of prevailing wages is required for work or services done under this CityContract, 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 itsSubcontractors to pay the Base Wage to Covered Employees. The Contractoragrees to provide the City with documentation acceptable to the CPO

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COBAN TECHNOLOGIES, INC. MOtsILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELAl ED SERVICES

Police Deportment, Specificatíon Nurnber 60632A, Po Nutnber 29768

demonstrating that all Covered Employees, whether employed by the Contractoror by a subcontractor, have been paid the Base Wage, upon the City's request forsuch documentation. The City may independently audit the Contractor andlorsu bcontractors to verify com pl ia nce h erewith.

Failure to comply with the requirements of this Section will be an event of defaultunder this City Contract, and further, failure to comply may result in ineligibility forany award of a City contract or subcontract for up to three years.

Not-for-Profit Corporations: lf the Contractor is a corporation having Federaltax-exempt status under Section 501 (c)(3) of the lnternal Revenue Code and isrecognized under lllinois not-for-profit law, then the provisions above do not apply.

3.3.3.2. Prevailing Wage Rates

lf this City Contract calls for the construction of a "public work," within the meaningof lllinois Prevailing Wage Act, 820 ILCS L30/.01- et seq. ("the Act"), the Act requiresContractors and Subcontractors to pay laborers, workers and mechanicsperforming services on public works projects no less than the "prevailing rate ofwages" (hourly wages plus fringe benefits) in the county where the work is

performed. For information regarding current prevailing wage rates, please refertothe lllinois Department of Labor's website at:http ://www.state. il. us/aeen cv I idol / r ales/rates. HTM. Al I Co ntracto rs a n d

Subcontractors rendering services under a Contract for the construction of a publicwork must comply with all requirements of the Act, including but not limited to, all

wage, notice and record keeping duties.

lf this City Contract is federally funded, the Contractor will ensure that it and its

Subcontractors comply with the applicable provisions of the Davis-Bacon Act(prevailing wages) Act, 40 U.S.C. sec276, as amended, and the Copeland (anti-

kickback) Act, 1-8 U.S.C., sec874, and related regulations and pay such applicableprevailing wage rates. Please refer to: http://www.wdol.gov/

The term general prevailing hourly rate, when used in this requirement will mean

the hourly cash wages plus fringe benefits for health and welfare, insurance,vacations and pensions paid generally, in the locality in which the work is beingperformed, to employees engaged in work of a similar character on public works.

As a condition of making payment to the Contractor, the City may require theContractor to submit an affidavit to the effect that not less than the prevailing

hciurly wage rate ¡s being paid to laborers, mechanics, and other workmenemployed on this Contract in accordance with lllinois or federal law, as applicable.

3.3.3.3. Economic Disclosure Statement and Affidavit and Appendix A ("EDS"l

Pursuant to MCC Ch.2-L54 and 65 ILCS 5/8-L0-8.5 any person, business entity oragency submitting a bid or proposal to or contracting with the City of Chicago willbe required to completethe Discfosure of Ownership lnterests in the EDS. Failure

Støndard Terms and Conditions24

COBAN TECHNOLOGIES, INC. A4OBILE DIGITAL VIDEO RECORDING SYSTEI/I, ACCESSORIES AND RELATED SERVICES

Pol¡ce Deportment, Specif¡catian Number 60632A, PO Numbtzr 29768

to provide complete or accurate disclosure will render this Contract voidable by

the City.

Contractors must complete an online EDS prior to the City Contract start date.Contractors are responsible for notifying the City and updating their EDS any timethere is a change in circumstances that makes any information provided orcertification made in an EDS inaccurate, obsolete or misleading. Failure to so

notify the City and update the EDS is grounds for declaring the Contractor indefault, terminating the Contract for default, and declaring the Contractorineligible 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:

3.3.3.4. Business Relationships With Elected Officials MCC Sect. 2-156-030(blPursuant to MCC Sect. 2-1-56-030(b), it is illegal for any elected official of the city,or any person acting at the direction of such official, to contact, either orally or inwriting, any other city official or employee with respect to any matter involving anyperson with whom the elected official has a business relationship, or to participatein any discussion in any city council committee hearing or in any city councilmeeting or to vote on any matter involving the person with whom an electedofficial has a business relationship. Violation of MCC Sect. 2-L56-030(b) by any

elected official with respect to this contract will be grounds for termination of thisCity Contract. The term business relationship is defined as set forth in MCC Sect. 2-

1s6-080.

Section 2-L56-080 defines a business relationship as any contractual or otherprivate business dealing of an official, or his or her spouse, or of any entity in whichan officialor his or her spouse has a financial interest, with a person or entity whichentitles an official to compensation or payment in the amount of 52,500 or more in

a calendar year; provided, however, a financial interest shall not include: (i) any

ownership through purchase at fair market value or inheritance of less than onepercent of the share of a corporat¡on, or any corporate subsidiary, parent oraffiliate thereof, regardless of the value of or dividends on such shares, if such

shares are registered on a securities exchange pursuant to the Securities Exchange

Act of 1934, as amended; (i¡)the authorized compensation paid to an official oremployee for his office or employment; (iii) any economic benefit provided equallyto all residents of the city; (iv) a time or demand deposit in a financial institution; or(v) an endowment or insurance policy or annuity contract purchased from an

insurance company. A contractual or other private business dealing will not includeany employment relationship of an officials spouse with an entity when such

spouse has no discretion concerning or input relating to the relationship betweenthat entity and the city.

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COEAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELAT'ED SERVICES

Pol¡ce Depo(tment, Specificatian Number 60632A, PO Number 2,9768

3.3.3.5. Certifications Regard¡ng Br¡bery, Debts, and Debarment Pursuant toMCC Sect. 1-23 and 720 ILCS 51338

The Contractor or each joint venture partner, if applicable, must complete theappropriate subsections in the EDS which certify that the Contractor or each jointventure partner, its agents, employees, officers and any subcontractors (a) havenot been engaged in or been convicted of bribery or attempted bribery of a publicofficer or employee of the City of Chicago, the State of lllinois, any agency of thefederal government or any state or local government in the United States orengaged in or been convicted of bid-rigging or bid-rotation activities as defined inthis section as required by the lllinois Criminal Code; (b) do not owe any debts tothe State of lllinois, in accordance with 65 ILCS 5/1,1.-42.1-l- and (c) are notpresently debarred or suspended; Certification Regarding EnvironmentalCompliance; Certification Regarding Ethics and lnspector General; and CertificationRegarding Court-Ordered Child Support Compliance.

Contractor, in performing under this City Contract shall comply with MCC Sect. 2-

92-320, as follows:

No person or business entity shall be awarded a contract or sub-contract if thatperson or business entity: (a) has been convicted of bribery or attempting to bribea public officer or employee of the City of Chicago, the State of lllinois, or anyagency of the federal government or of any state or local government in the UnitedStates, in that officers or employee's official capacity; or (b) has been convicted ofagreement or collusion among bidders or prospective bidders in restraint offreedom of competition by agreement to bid a fixed price, or otherwise; or (c) has

made an admission of guilt of such conduct described in (a) or (b) above which is amatter of record but has not been prosecuted for such conduct.

For purposes of this section, where an official, agent or employee of a businessentity has committed any offense under this section on behalf of such an entity andpursuant to the direction or authorization of a responsible official thereof, thebusiness 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, orwaived by the CPO under certain specific circumstances. Reference is made toSection 2-92-320 for a definition of affiliated agency, and a detailed description ofthe conditions which would permit the CPO to reduce, suspend, or waive theperiod of ineligibility.

3.3.3.6. Federal Terrorist (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

Stondord Terms and Cond¡t¡ons26

COBAN TECHNOLOGIES, INC, T"'lOBILE DiGI|'AL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELA-IED SERVICES

Políce Depûriment, Specificatíon Number 60632A, PO Number 29768

Persons List, the Unverified List, the Entity List, orthe Debarred List as maintainedby 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 theirsuccessors, or on any other list of persons or entities with which the City may notdo business under any applicable law, rule, regulation, order or judgment.

"Affiliate" means a person or entitywhich directly, or indirectlythrough one ormore intermediaries, controls, is controlled by or is under common control withContractor. A person or entity will be deemed to be controlled by another personor entity if it is controlled in any manner whatsoever that results in control in factby that other person or entity, either acting individually or acting jointly or inconcert with others, whether directly or indirectly and whether through shareownership, a trust, a contract or otherwise.

3.3.3.7. lnspector General and Legislative Inspector GeneralIt is the duty of any bidder, proposer or Contractor, all Subcontractors, everyapplicant for certification of eligibility for a City contract or program, and allofficers, directors, agents, partners and employees of any bidder, proposer,Contractor, Subcontractor or such applicant to cooperate with the lnspectorGeneral or the Legislative lnspector General in any investigation or hearing, ifapplicable, undertaken pursuant to MCC Ch. 2-56 or 2-55, respectively. Contractorunderstands and will abide by all provisions of MCC Ch. 2-56 and 2-55.

All subcontracts must inform Subcontractors of this provision and requireunderstanding and compliance with them.

3.3.3.8. Governmental Ethics Ordinance 2-L56Contractor must comply with MCC Ch. 2-\56, Governmental Ethics, including butnot limited to MCC Sect. 2-1-56-i-20 pursuant to which no payment, gratuity or offerof employment will be made in connection with any City contract, by or on behalfof a subcontractor to the prime Contractor or higher tier subcontractor or anyperson associated therewith, as an inducement for the award of a subcontract ororder. Any contract negotiated, entered into, or performed in violation of any ofthe provisions of this Chapter will be voidable as to the City.

3.3.4. Restrictions on Business Dealings3.3.4.1,. Conflicts of lnterestThe Contractor covenants that it presently has no interest and will not acquire anyinterest, direct or indirect, in any enterprise which would conflict in any manner ordegree with the performance of the work, services or goods to be providedhereunder. The Contractor further covenants that in its performance of the CityContract no person having any such interest shall be employed, lf the Citydetermines that the Contractor does have such a conflict of interest, the City willnotify the Contractor in writing, stating the basis for its determination. TheContractor will thereafter have 30 days in which to respond with reasons why theContractorbelievesaconflictofinterestdoesnotexist. lftheContractordoesnot

Stondard Terms ønd Conditions27

COBAN l'ECHNOLOGiES, INC. MOtsILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Spec¡f¡cdiion Number 60632A, PO Number 29768

respond or if the City still reasonably determines a conflict of interest to exist, theContractor must terminate its interest in the other enterprise.

3.3.4.2. Prohibition on Certain Contributions, Mayoral Executive Order 2OLL-4

No Contractor or any person or entity who directly or indirectly has an ownershipor beneficial interest in Contractor of more than 7.5% ("Owners"), spouses and

domestic partners of such Owners, Contractor's Subcontractors, any person orentity who directly or indirectly has an ownership or beneficial interest in any

Subcontractor of more than 7.5% ("Sub-owners") and spouses and domesticpartners of such Sub-owners (Contractor and allthe other preceding classes ofpersons 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 tohis politicalfundraising committee during (i)the bid or other solicitation process

for this City Contract or Other Contract, including while this City Contract or OtherContract is executory, (ii)the term of this Contract or any Other Contract betweenCity and Contractor, andf or (iii) any period in which an extension of this CityContract or Other Contract with the City is being sought or negotiated.

Contractor represents and warrants that since the date of public advertisement ofthe specification, request for qualifications, request for proposals or request forinformation (or any combination of those requests) or, if not competitivelyprocured, from the date the City approached the Contractor or the date theContractor approached the City, as applicable, regarding the formulation of thisContract, no ldentified Parties have made a contribution of any amount to theMayor 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 fundraisingcommittee; (b) reimburse its employees for a contribution of any amount made tothe Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicitothers to bundle contributions to the Mayor or to his political fundraisingcommittee.

The ldentified Parties must not engage in any conduct whatsoever designed tointentionally violate this provision or Mayoral ExecutiVe Order No. 201-L-4 or toentice, direct or solicit others to intentionally violate this provision or MayoralExecutive Order No. 2011--4.

Violation of, non-compliance with, misrepresentation with respect to, or breach ofany covenant or warranty under this provision or violation of Mayoral Executive

Order No. 2011-4 constitutes a breach and default under this City Contract, andunder 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

Standard Terms ond Conditions28

COEAAI TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEIV1, ACCESSORIES AND RELATED SERVICES

Police Deportment, Speciíicotian Number 60632-A, PO Number 29768

termination for default) underthis City Contract, under Other Contract, at law andin equity. This provision amends any Other Contract and supersedes anyinconsistent provision conta¡ned therein.

lf Contractor violates this provision or Mayoral Executive Order No. 201L-4 prior toaward of the City Contract resulting from this specification, the CPO may rejectContractor's bid.

For purposes of this provision

"Other Contract" means any agreement entered into between the Contractor andthe 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, equipmentor services which are approved and/or authorized by the City Council.

"Contribution" means a "political contribution" as defined in MCC Ch. 2-l-56, as

amended.

"Political fundraising committee" means a "political fundraising committee" as

defined in MCC Ch.2-156, as amended.

3.3.5. Debts Owed to the City; Anti-Scofflaw, MCC Sect. 2-92-380ln addition to the certifications regarding debts owed to the City in the EDS,

Contractor is subject to MCC Sect. 2-92-380.

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 City Contract or permitted atlaw or in equity, the Citywill be entitled to set off a portion of the contract priceor compensation due under the City Contract, in an amount equal to the amountof the fines and penalties for each outstanding parking violation complaint andthe amount of any debt owed by the contracting party to the City. For purposesof this section, outstanding parking violation complaint means a parking ticket,notice of parking violation, or parking violation complaint on which no paymenthas been made or appearance filed in the Circuit Court of Cook County within thetime specified on the complaint, and debt means a specified sum of money owedto the City for which the period granted for payment has expired.

However no such debt(s) or outstanding parking violation complaint(s) will beoffset from the contract price or compensation due under the contract if one ormore of the following conditions are met:

the contracting party has entered into an agreement with the Department ofRevenue, or other appropriate City department, for the payment of alloutstanding parking violation complaints and debts owed to the City and theContracting party is in compliance with the agreement; or

Standard Terms ond Conditions29

COBAN TECHNOLOGIES, INC. MOBILE DI6ITAL VIDEO RECORDING SYS]-E\4, ACCESSORIES AND REATED SERVICES

Police Department, Specif¡cat¡an Number 60632A, PO Number 29768

the contracting party is contesting liability for or the amount of the debt in apending administrative or judicial proceeding; or the contracting party has filed a

petition in bankruptcy and the debts owed the City are dischargeable in

ban kruptcy.

3.3.6. Other City Ordinances and Policies

3.3.6.1. FalseStatementsFalse statements made in connection with this City Contract, including statementsin, omissions from and failures to timely update the EDS, as well as in any otheraffidavits, statements or Contract Documents constitute a material breach of theCity Contract. Any such misrepresentation renders the City Contract voidable at theoption of the City, notwithstanding any prior review or acceptance by the City ofany materials containing such a misrepresentation. ln addition, the City may debarContractor, assert any contract claims or seek other civil or criminal remedies as a

result of a misrepresentation (including costs of replacing a terminated Contractorpursuant to MCC Sect. 1-21-0L0.

3.3.6.2. MacBride Principles Ordinance, MCC Sect. 2-92-580This law promotes fair and equal employment opportunities and labor practices forreligious minorities in Northern lreland and provide a better working environmentfor all citizens in Northern lreland.

ln accordance with MCC Sect. 2-92-580, if the primary Contractor conducts anybusiness operations in Northern lreland, it is hereby required that the Contractorwill make all reasonable and good faith efforts to conduct any business operationsin Northern lreland in accordance with the MacBride Principles for Northernlreland 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 willincrease their bid price for the purpose of canvassing the bids in order todetermine who is to be the lowest responsible bidder. This penalty will apply onlyfor 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 fromstates and localities that choose to implement selective purchasing policies based

on agreement to comply with the MacBride Principles for Northern lreland, ortothe extent that such funds are not otherwise withheld by the DOT.

3.3.6.3. 2011 City Hiring Plan Prohibitions

Standørd Terms ond Cond¡tions

30

COBAN TECHNOLOGIES IAlC MOBILE DIGITAL VIDEO RECORDING SYSTEA4, ACCESSORIES AND RELATED SERVICES

Police Depdriment, Spec¡ficatian Number 60632A, PO Number 29768

A. The City is subject to the June 24,201-1- "City of Chicago Hiring Plan" (the

"2OLL City Hiring Plan") entered in Shokmon v. Democrotic Orgonizotion ofCook County, Case No 69 C 2145 (United States District Court for theNorthern District of lllinois). Among other things, the 20L1- 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 directingany individualto apply for a position with Contractor, either as an employeeor as a subcontractor, and from directing Contractorto hire an individualasan employee or as a Subcontractor. Accordingly, Contractor must follow itsown hiring and contracting procedures, without being influenced by Cityemployees. Any and all personnel provided by Contractor under thisContract are employees or Subcontractors of Contractor, not employees ofthe City of Chicago. This Contract is not intended to and does notconstitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnelprovided by Contractor.

C. Contractor will not condition, base, or knowingly prejudice or affect anyterm or aspect of the employment of any personnel provided under thisContract, or offer employment to any individual to provide services underthis Contract, based upon or because of any political reason orfactor,including, without limitation, any individ ual's political affiliation,membership in a political organization or party, political support or activity,political financial contributions, promises of such political support, activityor financial contributions, or such individual's political sponsorship orrecommendation. For purposes of this Contract, a political organization orparty is an identifiable group or entity that has as its primary purpose thesupport of or opposition to candidates for elected public office. lndividualpolitical activities are the activities of individual persons in support of or inopposition to political organizations or parties or candidates for electedpublic 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 ofparagraph 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 CityDepartment utilizing services provided under this Contract. Contractor willalso cooperate with any inquiries by OIG Hiring Oversight.

3.3.7.4. Duty to Report Corrupt or Unlawful Activity

Stondard Terms ond Conditions31

COBAN l-ECHNOLOGIES, INC, MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Deportment, Specif¡cãtíùn Nurnber 60632A, PO Number 29768

Pursuant to MCC 2-156-018, it is the duty of the Contractor to report to thelnspector General, directly and without undue delay, any and all informationconcerning conduct which it knows to involve corrupt activity. "Corrupt activity"means any conduct set forth in Subparagraph (a)(1), (2) or (3) of Section t-23-O20of the MCC. Knowing failure to make such a report will be an event of defaultunder this Contract. Reports may be made to the lnspector General's toll freehotline, 866-lG-Tl PLI N E (866-4 48-47 54).

3.3.7.5. Small Business Enterprise and Veteran-owned business enterprisejoint venturesFor purposes of this section only, the following definitions shallapply:"Bid incentive" means an amount deducted, for bid evaluation purposes only, fromthe contract base bid in order to calculate the bid price to be used to evaluate thebid on a competitively bid contract."Contract base bid" means the total dollar amount a contractor bids on a contractwithout factoring any bid incentive or percentage reductions to the bid amount."Eligible joint venture" means an association of one or more small businessenterprises in combination with one or more veteran-owned business enterprises,proposing to perform as a single for-profit business enterprise, in which each jointventure partner contributes property, capital, efforts, skill and knowledge. Jointventures must have an agreement in writing specifying the terms and conditions ofthe relationship between the partners and their respective roles in the contract."Owned" means, as MCC 2-92-670 may be updated from time to time, having allofthe customary incidents of ownership, including the right of disposition, andsharing in all of the risks, responsibilities and profits commensurate with thedegree of ownership."Small business enterprise" means, as MCC 2-92-67O may be updated from time totime, a small business as defined by the U.S. Small Business Administration,pursuant to the business size standards found in L3 C.F.R. Part L2t, relevant to thescope(s) of work the firm seeks to perform on city contracts. A firm is not an

eligible small business enterprise in any city fiscal year in which its gross receipts,averaged over the firm's previous five fiscal years, exceed the size standards of l-3C.F.R. Part L2L.

"Veteran" means a person who has served in the United States armed forces andwas discharged or separated under honorable conditions.Unless otherwise prohibited by any federal, state or local law, the CPO shallallocate a bid incentive of 5% of the contract base price, in accordance with section2-92-4L8 of the MCC, to any qualified bidder that is an eligible joint venture.Bidders desiring to receive this incentive must submit an affidavit and othersupporting documents demonstrating that the bidder satisfies all pertinentrequirements as an eligible joint venture.As a condition of being awarded the bid incentive, the eligible joint venture shallcontinue to meet the definition of an eligible joint venture. lf a contract is awarded

Støndard Terms and Conditions32

COBAN TECHNOI.OGIES, INC, I\,/lOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELAf ED SERVICES

Pol¡ce Deportment, Spec¡.f¡catiÕtÌ Number 60632A, PO Number 29768

to the eligible joint venture, upon completlon of the work, any el¡g¡ble joint venturethat receives a bid preference but fails to meet the definition of eligible jointventure during the term of the contract for which the bid incentive was awardedshall be fined in an amount equal to three times the amount of the bid incentiveawarded.The contractor shall maintain adequate records necessary to ensure compliancewith this section and shall submit such reports as required bythe chiefprocurement officer. Full access to the contractor's and subcontractors' recordsshall be granted to the chief procurement officer, the commissioner of thesupervising department, the inspector general, or any duly authorizedrepresentative thereof. The contractor and subcontractor shall maintain all

relevant records a period that is the longer of seven years or as after finalacceptance of the work in accordance with the Local Records Act.

3.3.7. Compliance with Environmental Laws and Related Matters3.3.7.L. DefinitionsFor purposes of this section, the following definitions shall apply:

Environmental Agency: 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 EnvironmentalAgency for purposes of thisContract.

Environmental Claim: An Environmental Claim is any type of assertion thatContractor 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 EnvironmentalLaw. 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 orindirectly, in whole or in part, bears on or relates to the environment or to humanhealth or safety. A non-exhaustive list of Environmental Laws includes withoutlimitation the Comprehensive Environmental Response, Compensation and LiabilityAct,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. 5l-01, et seq.,

the Clean Air Act, 42 U.S.C. 740L, et seq., the Federal Water Pollution Control Act,

33 U.S.C. L251-, et seq., the Occupational Safety and Health Act,29 U.S.C. 651-, etseq., the lllinois Environmental Protection Act, 4L5 ILCS 5/I, et seq., the lllinoisHealth and Safety Act, 820 ILCS 225/.O1-, et seq., Chapters 7-28 and 11-4 of theChicago Municipal Code, and all related rules and regulations.

Law(s): The word "Law" or "Laws," whether or not capitalized, is intended inthe broadest possible sense, including without limitation all federal, state and local:

Standord Terms qnd Cond¡tions

33

COBAN TECHNOLOGIES, INC. A4OtsILE DIGITAL VIDEO RECORD!IíC SYSTETVî, ACCESSORIES AND RELATED SERVICES

Políce DepÕriment, Specif¡cat¡on Number 50632A, PO Number 29768

statutes; ord¡nances; codes; rules; regulations; administrative and judicial orders ofany kind; requ¡rements and prohib¡tions 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 oralleged noncompliance with any Environmental Law.

3.3.7.2. JointVentureslf 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.

3.3.7.3. Compliance With Environmental Laws

Any noncompliance, by Contractor or any Subcontractor, with any Environmental

Law during the time that this Contract is effective is an event of default, regardless

of whether the noncompliance relates to performance of this City Contract. This

includes without limitation any failure by Contractor or any Subcontractor to keep

current, throughout the term of this City Contract, all insurance certificates,permits and other authorizations of any kind that are required, directly orindirectly, by any Environmental Law.

3.3.7.4. 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 City Contract is intended tocreate or constitute an exception to this provision.

3.3.7.5. 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 ofnoncompliance, and therefore of an event of default, for purposes of this City

Contract.

Any citation issued to/against Contractor or any Subcontractor, by any government

agent or entity, alleging a violation of any Environmental Law, is sufficient proof ofnoncompliance for purposes of this City Contract, and therefore of an event ofdefault, if the citation contains or is accompanied by, or the City otherwise obtains,

any evidence sufficientto support a reasonable conclusion that a violation has

occu rred.

Any other evidence of noncompliance with any Environmental Law is sufficientproof of noncompliance for purposes of this City Contract, and therefore of an

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COBAN iECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTETø, ACCESSORIES AND RELATED SERVICES

Po!¡ce Department, Sp€cification Number 60632A, PO Number 29768

event of default, if the evidence ¡s sufficient to support a reasonable conclusionthat noncompl¡ance has occurred.

The CPO shall have the authority 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 discretiondeclare 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, whichmay include without limitation ceasing and desisting from utilizing a Subcontractor.

The CPO may consider many factors in determining whether to declare an event ofdefault, whether to offer an opportunity to cure, and if so any requirements forcure, including without limitation: the seriousness of the noncompliance, any

effects of the noncompliance, Contractor's and/or Subcontractor's history ofcompliance or noncompliance with the same or other Laws, Contractor's and/orSubcontractor's actions or inaction towards mitigating the noncompliance and itseffects, and Contractor's or Subcontractor's actions or inaction towards preventingfuture noncompliance.

3.3.7.6. Copies of Notices and Reports; Related Matterslf any Environmental Law requires Contractor or any Subcontractor to make,

submit or file any non-Routine notice or report of any kind, to any EnvironmentalAgency or other person, including without limitation any agency or other person

having any responsibility for any type of emergency response activity, thenContractor must deliver a complete copy of the notice or report (or, in the case oflegally required telephonic or other oral notices or reports, a comprehensivewritten 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 matterof the required notice or report concerns performance of this City Contract.

Failure to comply with any requirement of this provision is an event of default.

3.3.7.7. Requests for Documents and lnformationlf the Commissioner requests documents or information of any kind that directly orindirectly relate(s) to performance of this City Contract, Contractor must obtainand provide the requested documents and/or information to the Commissionerwithin 5 business days.

Failure to comply with any requirement of this provision is an event of default.

3.3.7.8. EnvironmentalClaimsand Related MattersWithin 24 hours of receiving notice of any Environmental Claim, Contractor mustsubmit copies of all documents constituting or relating to the Environmental Claimto the Law Department. Thereafter, Contractor must submit copies of relateddocuments if requested by the Law Department. These requirements apply,

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COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RETATED SERVICES

Pol¡ce Depdriment, Specification Number 60632A, PO Number 29768

regardless of whether the Environmental Claim concerns performance of th¡sContract.

Failure to comply with any requ¡rement of this provision is an event of default.

3.3.7.9. Preference for Recycled MaterialsTo the extent practicable and economically feasible and to the extent that it doesnot reduce or impair the quality of any work or services, Contractor must use

recycled products in performance of the Contract pursuant to U.S. EnvironmentProtection Agency (U.S. EPA) guidelines at 40 CFR Parts 247-253, which implementsection 6002 of the Resource Conservation and RecoveryAct, as amended,42 USC

5 6962. \

3.3.7.LO. No Waste Disposal in Public Way MCC 11-4-1500(E)Contractor warrants and represents that it, and to the best of its knowledge, itsSubcontractors have not violated and are not in violation of the following sectionsof the Code (collectively, the Waste Sections):

7-28-390 Dumping on public way;7-28-440 Dumping on real estate without permit;1,1,-4-L4tO Disposal in waters prohibited;1,1-4-1,420 Ballast tank, bilge tank or other discharge;1,1,-4-L45O Gas man ufactu ri ng resid ue;1-1--4-1500 Treatment and disposal of solid or liquid;L1-4-L530 Compliance with rules and regulations required;11-4-1550 Operational requirements; and1L-4-1560 Screening requirements.

During the period while this City Contract is executory, Contractor's or anySubcontractor's violation of the Waste Sections, whether or not relating to theperformance of this City Contract, constitutes a breach of and an event of defaultunder this City Contract, for which the opportunity to cure, if curable, will begranted only at the sole discretion of the CPO. Such breach and default entitles theCity to all remedies under the City Contract, at law or in equity.

This section does not limit the Contractor's and its Subcontractors'dutyto complywith all applicable federal, state, county and municipal laws, statutes, ordinancesand executive orders, in effect now or later, and whether or not they appear in thisCity Contract.

Non-compliance with these terms and conditions may be used by the City as

grounds for the termination of this City Contract, and may further affect theContractor's eligibility for future contract awards.

3.4. Contract Disputes3.4.L. Procedure for Bringing Disputes to the Department

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COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTENI, ACCESSORIES AND RELATED SERVICES

Pol¡ce Deportment, Specif¡caiion Number 60632A, PO Number 29768

The Contractor and using Department must attempt to resolve all disputes arisingunder this Contract in good faith, taking such measures as, but not limited toinvestigating the facts of the dispute and meeting to discuss the issue(s).

ln order to bring a dispute to the Commissioner of a Department, Contractor mustprovide 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:

'1. The Claim is made in good faith;

2. The Claim's supporting data are accurate and complete to the best ofthe person's knowledge and belief;

3. The amount of the Claim accurately reflects the amount that theclaimant believes is due from the City; and

4. The certifying person is duly authorized by the claimant to certify theClaim.

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 additionalperiod, 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'sclaim may a dispute be brought before the CPO.

lf the Contractor and using Department are unable to resolve the dispute, prior toseeking any judicial action, the Contractor must and the using Department may submitthe dispute the CPO for an administrative decision based upon the written submissionsof the parties. The party submitting the dispute to the CPO must include

documentation demonstrating its good faith efforts to resolve the dispute and eitherthe other party's failure to exercise good faith efforts or both parties' inability toresolve the dispute despite good faith efforts.

The decision of the CPO is final and binding. The sole and exclusive remedytochallenge the decision of the CPO is judicial review by means of a common law writ ofcertiorari.

The administrative process is described more fully in the "Regulations of theDepartment of Procurement Services for Resolution of Disputes between Contractorsand the City of Chicago", which are available in City Hall,I2I N. LaSalle Street, Room

301-, B¡d and Bond,Room, and on-line at:

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37

COEAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEíVI, ACCESSORIES AND RELATED SERVICES

Police Deportment, Specífication Number 50632A, PO Number 29768

http://www.citvofch icaso.orslcontent/d a m/citv/depts/d ps/Ru lesResu lations/DisputeResulations 2002.pdf

3.5. Events of Default and Termination3.5.1. Events of Defaultln addition to any breach of contract and events of default described within theContract Documents, the following constitute an event of default:

A. Any material misrepresentation, whether negligent or willful and whether in

the inducement or in the performance, made by Contractor to the City.

B. Contractor's material failure to perform any of its obligations under thisContract including the following:

C. Failure to perform the Services with sufficient personnel and equipment or withsufficient material to ensure the timely performance of the Services

D. Failure to have and maintain all professional licenses required by law toperform the Services;

E. Failure to timely perform the Services;

F. Failure to perform the Services in a manner reasonably satisfactory to theCommissioner or the CPO or inability to perform the Services satisfactorily as a

result of insolvency, filing for bankruptcy or assignment for the benefit ofcreditors;

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 reasonablecontrol;

l. Failure to update promptly EDS(s) furnished in connection with this City

Contract when the information or responses contained in it or them is nolonger complete or accurate;

J. Failure to comply with any other term of this City Contract, including theprovisions concerning insurance and nondiscrimination; and

K. Any change in ownership or control of Contractor without the prior writtenapproval of the CPO, which approvalthe 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. Contractoracknowledges and agrees that in the event of a default under this Contract theCity may also declare a default under any such other agreements.

M. Contractor's repeated or continued violations of City ordinances unrelated toperformance under the City Contract that in the opinion of the CPO indicate awillful or reckless disregard for City laws and regulations.

Standqrd Terms ond Conditions38

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND REATED SERVICES

Palice Department, Spec¡f¡cat¡oì1 Number 60632A, PO Number 29768

N. Contractor's use of a subcontractor that is currently debarred by the City orotherwise ineligible to do business with the City.

3.5.2. Cure or Default NoticeThe occurrence of any event of default permits the City, at the City(s sole option, todeclare Contractor in default.

The CPO will give Contractor written notice of the default, either in the form of a curenotice ("Cure Notice"), or, if no opportunityto 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 typicallynot exceed 30 days unless extended bythe CPO. The period oftime allowed bytheCPO to cure will depend on the nature of the event of default and the Contractor'sability to cure. ln some circumstances the event of default may be of such a naturethat it cannot be cured. Failure to cure within the specified time may result in a

Default Notice to the Contractor.

Whether to issue the Contractor a Default Notice is within the sole discretion of theCPO and neither that decision nor the factual basis for it is subject to review orchallenge under the Disputes provision of this City Contract

lf the CPO issues a Default Notice, the CPO will also indicate any present intentthe CPO

may have to terminate this City Contract. The decision to terminate is final and

effective upon giving the notice. lf the CPO decides not to terminate, this decision willnot preclude the CPO from later deciding to terminate the City Contract in a laternotice, which will be final and effective upon the giving of the notice or on such laterdate set forth in the Default Notice.

When a Default Notice with intent to terminate is given, Contractor must discontinueany Services, unless otherwise directed in the notice.

3.5.3. RemediesAfter giving a Default Notice, the City may invoke any or all of the following remedies:

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 throughothers, and bill Contractorforthe 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 forthe Services that were assumed by the City as agent for Contractor

B. The right to terminate this City 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 appropriateequitable remedy;

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(.O8AN TECHA!OLOGIES INC, MOtsILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Depãrtment, Specif¡cotion Number 60632A, PO Nutfibet 29768

D. The r¡ght to seek money damages;

E. The right to withhold all or any part of Contractor's compensation under thisContract;

F. The right to deem Contractor non-responsible in future contracts to be

awarded by the City.

3.5.4. Non-Exclusivity of RemediesThe remedies underthe terms of this City Contract are not intended to be exclusive ofany 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 defaultimpairs any such right or power, nor is it a waiver of any event of default noracquiescence in it, and every such right and power may be exercised from time to timeand 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 ¡nterests, the CPO may elect not todeclare default or to terminate this City Contract. The parties acknowledge that thisprovision is solely for the benefit of the City and that if the City permits Contractor tocontinue 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 CityContract, nor does the City waive or relinquish any of its rights.

3.5.6. EarlyTerminationThe City mayterminate this City Contract, in whole or in part, at anytime by a notice inwriting from the City to the Contractor. The effective date of termination will be thedate 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 itsSubcontractors, to activities pursuant to direction from the City. No costs incurredafter 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 thathave not been provided. The payment so made to the Contractor is in full settlementfor allservices, work orgoods satisfactorily provided underthis City Contract. lf theContractor disputes the amount of compensation determined by the City to be dueContractor, then the Contractor must initiate dispute settlement procedures inaccordance with the Disputes provision.

lf the City's election to terminate this City Contract for default pursuant to the defaultprovisions of the City Contract is determined in a court of competent jurisdiction tohave been wrongful, then in that case the termination is to be deemed to be an earlytermination pursuant to this Early Termination provision.

3.5. Department-specific Requirements

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COBAN TECHNOLOGIES, INC. MOBILE DIGITALVIDEO RECOßDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Spec¡f¡cotion Number 60632A, PO Nuñber 29768

Contractor must comply with the relevant user Department's specific requirements in theperformance of this City Contract if applicable.

3.6.1. Department of Aviation Standard RequirementsFor purposes of this section "Airport" refers to either Midway lnternationalAirport orO'Hare lnternational Airport, which are both owned and operated by the City ofChicago.

3.6.1.1. Confidentiality of Airport Security Data

Contractor has an ongoing duty to protect confidential information, including butnot limited to any information exempt from disclosure under the lllinois Freedom

of lnformation Act such as information affecting security of the airport ("AirportSecurity 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, theairlines, the Federal Aviation Administration ("FAA"), or the Transportation SecurityAdministration ("TSA") that the applicable entity, in its sole discretion, determinesto be necessary as a result, including without limitation the design and constructionof improvements, procurement and installation of security devices, and posting ofguards. All Subcontracts or purchase orders entered into by the Contractor, withparties providing material, labor or services to complete the Work, must contain

the language of this section. lf the Contractor fails to incorporate the requiredlanguage in all Subcontracts or purchase orders, the provisions of this section are

deemed incorporated in all Subcontracts or purchase orders.

3.6.L.2. AviationSecurityThis City Contract is subject to the airport security requirements of 49 UnitedStates Code, Chapter 449, as amended, the provisions of which govern airportsecurity and are incorporated by reference, including without limitation the rulesand regulations in 14 CFR Part l-07 and allother applicable rules and regulationspromulgated under them. All employees providing services at the City's airportsmust 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 theAdministrator 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 faithfullywith any and all rules, regulations and directions which the Commissioner, the FAA,

or the TSA may issue from time to time may issue durini the life of this City

Contract with regard to security, safety, maintenance and operation of the Airport

Stondard Terms ønd Conditions

47

COBAN TECHNOLOGIES, INC. A4OBILE DIG!TAL VIDËO RECORDING SYSTEM, ACCESSORIES Af,ID REATED SERVICES

Police Department, Specií¡cat¡on Number 60632A, PO Number 29768

and must promptly report any informat¡on regarding suspected violations in

accordance with those rules and regulations.

Gates and doors that permit entry into restricted areas at the Airport must be keptlocked by Contractor at alltimes when not in use or under Contractor's constantsecurity surveillance. Gate or door malfunctions must be reported to theCommissioner 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 theairport badging office Airport Security 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 personwill be allowed beyond security checkpoints without a valid Airport Security Badge.

Each such person must submit signed and properly completed application forms toreceive Airport Security Badges. Additional forms and tests may be required toobtain Airport Drivers Certification and Vehicle Permits. The application forms willsolicit such information as the Commissioner may require in his discretion,including but not limited to name, address, date of birth (and for vehicles, driverslicense and appropriate stickers). The Contractor is responsible for requesting andcompleting the form for each employee and subcontractors employee who will be

working at the Airport and all vehicles to be used on the job site. Upon signedapproval of the application by the Commissioner or his designee, the employee willbe required to attend a presentation regarding airport security and have his or herphoto taken for the badge. The Commissioner may grant or deny the application inhis sole discretion. The Contractor must make available to the Commissioner,within one day of request, the personnel file of any employee who will be workingon the project.

As provided in Aviation Security above, in orderfor a person to have an AirportSecurity Badge that allows access to the airfield or aircraft, a criminal history recordcheck (CHRC) conducted by the Department of Aviation will also be required. The

CHRC will typically include a fingerprint analysis by the Federal Bureau oflnvestigation 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 withoutproper credentials may be removed from the secured area and may be subject tofine or arrest. Contractor will be jointly and severally liable for any fines imposedon its employees or its Subcontractors employees.

ln addition to other rules and regulations, the following rules related to AirportSecurity Badges, Vehicle Permits and Drivers Licenses must be adhered to:

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42

COBAN TECHNOLOGIES, INC. MOB]LE DIGITAL VIDEO RECORDING SYSTENI, ACCESSORIES AND RELATED SEF.VICES

Pol¡ce Deportment, Spec¡Í¡cot¡on l\,lutnber 606l2A, PO Number 29768

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 VehicleOperators Drivers License. All individuals operating a vehicle on the AOA

without an escort must also be in possession of a valid Aviation-issuedAirport Drivers Permit.

C. All operating equipment must have an Airport Vehicle Access Permit affixedto the vehicle at alltimes 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 thatescort the Contractors equipment/operators to their designated work sites,

may be required to obtain an added multi-area access designation on theirpersonnelAirport Security Badge which must also be displayed while on theAOA.

3.6.I.4. General RequirementsRegardingAirportOperations3.6.1,.4.L. Priority of Airport OperationsWhere the performance of the Contract may affect airport operation, theContractor must cooperate fully with the Commissioner and his representativesin all matters pertaining to public safety and airport operation. Whether or notmeasures are specifically required by this City 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 willaccomplish such end, without interference with aircraft, the public, ormaintenance 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, vehicularroadways, loadways, loading aprons, concourses, holdrooms, gates, andpassenger right-of-ways, are being used for scheduled and unscheduled civilianair transportation. Arrivals and departures are under the control of the FAA

control tower(s). Use of the Airport for air transportation takes precedence

over all of the Contractor's operations. No extra compensation will be allowedfor any delays brought about by the operations of the Airport which requirethat Contractor's work must be interrupted or moved from one part of thework site to another.

3.6.L.4.2. lnterruptionofAirportOperations

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COEAN TECHNOLOGIES, INC. MOBILE DIGlTAL VIDEO RECORDING SYSTETV|, ACCESSORILS AND RELATED SERVICES

Police Depdrtment, Spec¡f¡cation IVumber 60632A, PO Number 29768

lf Contractor requires interruption of Airport facilities or utilities in order toperform work, Contractor must notify the Deputy Commissioner in charge ofthe project at least five (5) working days in advance of such time and mustobtain the Deputy Commissioner's approval prior to interrupting the service.

lnterruption of service must be kept to an absolute minimum, and to the extentpracticable the work which occasions such interruptions must be performed in

stages in order to reduce the time of each interruption. ln case of interruptionsof electrical services, service must be restored priorto sunset of the same day.

Prior to start of work, the Contractor must request of the Deputy Commissionerin charge of the project to provide specific requirements and instructions whichare applicable to the particular work site areas, including, but not limited to,areas available for storage of any equipment, materials, tools and suppliesneeded to perform the work. Contractors must advise the DeputyCommissioner in charge of the project of the volume of equipment, materials,tools, and suppliesthatwill be required in the secured areas of the airport inorder to make arrangements for inspection of such equipment, materials, tools,and supplies at a security checkpoint.

3.6.L.4.3. Safeguarding of Airport Property and OperationsThe Contractor must not permit or allow its employees, subcontractors,material men, invitees or any other persons over whom Contractor has controlto 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 theCommissioner 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.L.4.4. Work on the AirfieldFor any work on the airfield, between sunset and sunrise, any equipment and

materials stored outside must be marked with red obstruction lights acceptableto the Commissioner and in conformity with all FAA requirements, includingAdvisory Circular 150/5345-43F. All obstruction lights must be keptcontinuously in operation between sunset and sunrise 7 days a week and also

during any daylight periods when aircraft ceiling is below 500 feet and visibilityis less than 5 miles. lnformation on ceiling and visibility may be obtained by theContractor on request at the office of the Deputy Commissioner of Operationsor from the FAA Control Tower Operator. Proper compliance with theseobstruction light requirements is essential to the protection of aircraft and

human life and the Contractor has the responsibility of taking the initiative atall times to be aware of ceiling and visibility conditions, without waiting for the

Standard Terms and Conditions44

COBAN l'ECHNOLOGIES, INC. MOi}ILE DIGlTAL VIDEO RECORDING SYSTEM, ACCESSORIES AND REATED SERVICES

Pol¡L? DepÒttment, Specificdtiot't Number 60632A, PO Number 29768

FAA Control Tower Operator or any other City representative to ask theContractor 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 allwork areas, regardless ofwhether or not near runways, taxiways or aprons, must display a flag whichmust be maintained vertical at alltimes. Each truck or other piece ofequipment of the Contractor must have attached to it, in a vertical and clearlyvisible position, a warning flag of the larger size. Except as otherwise agreed by

the Commissioner or his designee, all cranes or booms used for constructionwork on the airfield must be lowered to ground level and moved 200 feet offthe runways, taxiways and aprons during all hours of darkness and during all

daylight hours when the aircraft ceiling is below the minimums specified in thissection.

The Contractor acknowledges the importance of fully complying with therequirements of this section in orderto protect aircraft and human life, on oroff the ground. Failure on the part of the Contractor to perform the work inaccordance with the provisions of this section and to enforce same with regard

to all subcontractors, material men, laborers, invitees and all other persons

under the Contractor's control is an event of default.

3.6.1.4.5. Parking RestrictionsPrior to commencing work, the Contractor must provide the DeputyCommissioner in charge of the project with an estimate of the number ofvehicles that will require parking. Contractors are encouraged to provideemployee parking elsewhere and shuttle their employees to the work site. TheDepartment of Aviation may, but is not required to, provide parking areas for alimited number of vehicles in designated storage areas. All other vehicles mustbe parked in the public parking lots at the Airport, and there will be no reducedrate or complimentary parking for such vehicles. Employees must not, at anytime, park their personal automobiles, no matter how short the duration, in anydrive, road, or any other non-parking lot location at the airport. Such vehicles

will be subject to immediate towing at the employees expense.

3.6.2. Department of Emergency Management and Communications (OEMCI

Security Requirements3.6.2.L. ldentification of Workers and VehiclesAll employees and vehicles working within O.E.M.C facilities must be properlyidentified. All vehicles and personnel passes will be issued to the Contractor bytheExecutive Director, as required. Contractor, Subcontractors, and employees mustreturn identification material to the Executive Director upon completion of theirrespective work within the Project, and in all cases, the Contractor must return allidentification material to the Executive Director after completion of the Project.

Standard Terms and Conditions45

COBAN TECHNOLOGIES, INC. A4OBILE DI6]1'AL VIDEO RECORD!NG SYSTEI,/Ì, ACCËSSORiES AND RELATED SERVICES

Polirc Deportment, Spec¡f¡(.otion Number 60632A, PO Number 29768

Final Contract Payment will not be made until all passes issued have been returnedto O.E.M.C Security.

3.6.2.2. Access to FacilitiesFor purposes of this section, "employee" refers to any individual employed orengaged 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 ofEmergency Management and Communications (O.E.M.C) facility, the City mayconduct such background and employment checks, including criminal historyrecord checks and work permit documentation, as the Executive Director of theOffice of Emergency Management and Communications and the City may deemnecessary, on the Contractor, any Subcontractor, or any of their respectiveemployees. The Executive Director of the 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. Beforebeginning work on the project, Contractor must:

Provide the City with a list of all employees requiring access to enable the City toconduct such background and employment checks;

Deliver to the City consent forms signed by all employees who will work on theproject consenting to the City's and the Contractor's performance of thebackground checks described in this Section; and

Deliver to the City consent forms signed by all employees who will require access tothe 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 mustimmediately report any information 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 fullycooperate with the City and all governmental entities investigating the threat. The

Contractor must, notwithstanding anything contained in the Contract Documentsto the contrary, at no additional cost to the City, adhere, and cause itsSubcontractors to adhere, to any security and safety guidelines developed by theCity and furnished to the Contractor from time to t¡me during the term of theContract and any extensions of it.

Each employee whom Contractor wishes to have access to an O.E.M.C facility mustsubmit 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.Cfacility, Contractor must submit a vehicle access application for that vehicle. The

applications will solicit such information as the Executive Director may require inhis discretion, including name, address, date of birth (and for vehicles, driver'slicense and appropriate stickers). The Contractor is responsible for requesting andcompleting these forms for each employee who will be working at O.E.M.C facilities

Stondard Terms ond Cond¡t¡ons

46

COEAN TECHNOLOGIES, INC. [/]OBILE DIGITAL VIDEO RECORD!IiC 'YSTETú,

ACCESSORIES AND RELATED SERVICES

Pol¡ce Depdriment, Soec¡fication l¡!umber 60632A, PO Number 29768

and all vehicles to be used on the job site. The Executive Director may grant ordeny the application in his sole discretion. The Contractor must make available tothe Executive Director, within one (1) day of request, the personnel file of any

employee who will be working on the project.

At the Executive Director's request, the Contractor and Subcontractor mustmaintain an employment history of employees going back five years from the dateContractor began Work or Services on the project. lf requested, Contractor mustcertify that it has verified the employment history as required on the formdesignated by the Executive Director. Contractor must provide the City, at itsrequest, a copy of the employment history for each employee. Employmenthistory is subject to audit by the City.

3.6.2.3. Security Badges and Vehicle PermitsO.E.M.C Security Badges and Vehicle Permits will only be issued based uponproperly completed Area Access Application Forms. Employees or vehicles withoutproper 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 tothat employee on his or her outer apparel at all times.

B. At the sole discretion of the Executive Director and law enforcementofficials, including but not limited to the Chicago Police Department, CookCounty Sheriffs Office, lllinois State Police or any other municipal, state orfederal law enforcement agency, allvehicles (and their contents) aresubject to interior and/or exterior inspection entering or exiting O.E.M.C

facilities, and all employees and other individuals entering or exitingO.E.M.C facilities are subject to searches. Vehicles may not contain anymaterials other than those needed for the project. The Executive Directormay 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 andcomply with motor driving regulations and procedures of the State oflllinois 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 Citystickers and State Vehicle lnspection stickers must be valid.

E. lndividuals must remain within their assigned area and haul routes unlessotherwise instructed by the City.

F. Access to the Work sites will be as shown or designated on the ContractDocuments Drawings or determined by the Executive Director. TheExecutive Director may deny access when, in his sole discretion, the vehicleor individual poses some security risk to O.E.M.C.

Stondord Terms and Conditions47

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING S\'S EIú, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Speciiicãtion Number 5O632A, PO Number 29768

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 constructionstandards. Contractor must provide a licensed and bonded security guard, subjectto the Executive Director's approval and armed as deemed necessary by theExecutive Director, at the gates when the gates are in use. O.E.M.C Security willprovide the locks. Failure to provide and maintain the necessary security will resultin 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 securityfencing is prohibited.

Any security fencing, gates, or alarms damaged by the Contractor or itsSubcontractors must be manned by a licensed and bonded security guard of theContractor at Contractor's expense untilthe damaged items are restored.Contractor must restored them to their original condition within an eight (8) hourperiod from the time of notice given by the Executive Director.

Temporary removal of any security fencing, gate or alarm to permit constructionmust 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 (24) hour basis

during the period of temporary removal. Contractor must restore the itemsremoved to their original condition when construction is completed.

3.6.2.5. Hazardous or lllegal MaterialsUnauthorized 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 otherweapons, 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 RequirementsAs 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 visiblydisplayed at alltimes while at any Police Department facility. No person will be

allowed beyond security checkpoints without a valid Security Badge. Each such person

must submit signed and properly completed application forms to receive SecurityBadges. 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 employeeand subcontractors employee. The Superintendent may grant or deny the applicationin his sole discretion. The Contractor must make available to the Superintendent,

Stondord Terms and Conditions

48

(.OBAN TECHNOLOGIES. tNC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORTES AND RELATED SERVICES

Police Deportment, Spec¡fication Nuûlber 50632A, PO Number 29/68

within one (1-) day of request, the personnel file of any employee who will be workingon the project.

ln addition to other rules and regulations, the following rules related to SecurityBadges, must be adhered to:

A. Each person must wear and display his or her Security Badge on their outerapparel at all times while at any Chicago Police Department facility.

B. lndividuals must remain within their assigned area unless otherwise instructedby the Chicago Police Department.

3,6.4. Department of Water Management ("DOWM") Security Requirements3.6.4.L. ldentification of Workers and VehiclesAll employees and vehicles working within DOWM facilities must be properlyidentified. All vehicles and personnel passes will be issued to the Contractor by theCommissioner, as required. Contractor, Subcontractors, and employees mustreturn identification materialto the Commissioner upon completion of theirrespective work within the Project, and in all cases, the Contractor must return all

identification materialto the Commissioner after completion of the Project. Final

Contract Payment will not be made until all passes issued have been returned toDOWM Security.

3.6.4.2. Access to FacilitiesFor purposes of this section, "employee" refers to any individual employed orengaged by Contractor or by any Subcontractor. lf the Contractor, or anyemployee, in the performance of this Contract, has gr will have access to a

Department of Water Management (DOWM) facility, the City may conduct suchbackground and employment checks, including criminal history record checks andwork permit documentation, as the Commissioner of the Department of WaterManagement and the City may deem necessary, on the Contractor, anySubcontractor, or any of their respective employees. The Commissioner of theDepartment of Water Management has the right to require the Contractor tosupply or provide access to any additional information the Commissioner deemsrelevant. Before beginning work on the project, Contractor must:

Provide the City with a list of all employees requiring access to enable the City toconduct such background and employment checks;

Deliver to the City consent forms signed by all employees who will work on theproject consenting to the City's and the Contractor's performance of thebackground checks described in this Section; and

Deliver to the City consent forms signed by all employees who will require access tothe DOWM facility consenting to the searches described in this Section.

Støndord Terms ond Conditions49

COBAN TECHNOLOGIES, INC. A4OBILE DIGITAL VIDEO RECORD!NG SYSTEM, AC(ESSORIES AND RELATED SERVICES

Police Deportment, Spec¡f¡cotion Number 606)2A, PO Number 29768

The Commissioner may preclude Contractor, any Subcontractor, or any employeefrom performing work on the project. Further, the Contractor must immediatelyreport any information to the Commissioner relating to any threat to DOWM

infrastructure or facilities or the water supply of the City and must fully cooperatewith the City and all governmental entities investigatingthe threat. The Contractormust, notwithstanding anything contained in the Contract Documents to thecontrary, at no additional cost to the City, adhere, and cause its Subcontractors toadhere, to any security and safety guidelines developed by the City and furnishedto 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 PermitsEach employee whom Contractor wishes to have access to a DOWM facility mustsubmit 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 stickers). The Contractor is responsible for requesting and

completing these forms for each employee who will be working at DOWM facilitiesand all vehicles to be used on the job site. The Commissioner may grant or denythe application in his sole discretion. The Contractor must make available to theCommissioner, within one (L) day of reguest, the personnel file of any employeewho will be working on the project.

At the Commissioner's request, the Contractor and Subcontractor must maintainan employment history of employees going back five years from the dateContractor began Work or Services on the project. lf requested, Contractor mustcertify that it has verified the employment history as required on the formdesignated by the Commissioner. Contractor must provide the City, at its request,a copy of the employment history for each employee. Employment history issubject to audit by the City.

DOWM Security Badges and Vehicle Permits will only be issued based uponproperly completed Area Access Application Forms. Employees or vehicles withoutproper credentials will not be allowed on DOWM property.

The following rules related to Security Badges and Vehicle Permits must be

adhered to:

A. Each employee must wear and display the DOWM Security Badge issued tothat employee on his 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 CountySheriffs Office, lllinois State Police or any other municipal, state or federal

Stondord Terms ond Conditions

50

COBAN TECHNOLOGIES INC. MOBILE DIGITAL VIDEO RECORDING SYSTEA4, ACCESSORIES AND RELATED SERVICES

Pol¡ce Dep¡iriment, Specif¡cdi¡on Number 60632A, Po Number 29768

law enforcement agency, all vehicles (and their contents) are subject tointerior 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 contain any materials other thanthose 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 oflllinois 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 ContractDocuments Drawings or determined by the Commissioner. The

Commissioner may deny access when, in his sole discretion, the vehicle orindividual 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 constructionstandards. Contractor must provide a licensed and bonded security guard, subjectto the Commissioner's approval and armed as deemed necessary by theCommissioner, 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 of the point of access.

Stockpiling materials and parking of equipment or vehicles near DOWM securityfencing is prohibited.

Any security fencing, gates, or alarms damaged by the Contractor or itsSubcontractors must be manned by a licensed and bonded security guard of theContractor at Contractor's expense untilthe damaged items are restored.Contractor must restored them to their original condition within an eight (8) hourperiod from the time of notice given by the Commissioner.

Temporary removal of any security fencing, gate or alarm to permit constructionmust 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 itemsremoved to their original condition when construction is completed.

Stondard Terms ond Conditions51

COBAN-TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AIID RELATED SEF.VICES

Políce Deporiment, Spec¡fication Number 60632A, PO Number 29768

3.6.4.5. Hazardous or lllegal MaterialsUnauthorized hazardous or illegal materials, including but not limited to hazardousmaterials as defined in 49 C.F.R. Parts 100-185 (e.g. explosives, oxidizers,radiological materials, infectious materials), contraband, firearms and otherweapons, illegal drugs and drug paraphernalia, may not be taken on DOWMproperty. Alcoholic beverages are also prohibited.

Stondord Terms and Conditions52

COBAI,,! TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SI:RI/ICES

Pol¡ce De-partment, Spec¡ficatíon I\,lumber 60632A, PO Number 29763

ARTICLE 4. SPECIAL CONDITIONS FOR REFERENCE CONTRACTS4.1. Providing ServicesThe Contractor must not honor any verbal requests for Services or perform or bill for anyServices without receipt of a written Purchase Order issued by the Department. Any workperformed by the Contractor without a written Purchase Order is done at the Contractor'srisk. Consequently, in the event a written Purchase Order is not provided by the City, theContractor releases the City form any liability whatsoever to pay for any work performedprovided without a Purchase Order.

lf indicated in the Scope or Detailed Specifications, the Services will be determined on anas-needed basis and as described on a Task Order Services Request ('TOSR") (whichprocess is described in the Scope or Detailed Specifications). Only if the Contractor hassuccessfully been awarded a Task Order will it then receive a Purchase Order (a.k.a.purchase order release, blanket order release, or sub-order) authorizing the Contractor toperform Services. Purchase Orders will indicate the specification number, purchase ordernumber, project description, milestones, deadlines, funding, and other such pertinentinformation.

4.2. Standard of PerformanceContractor must perform all Services required of it under this City Contract with thatdegree of skill, care and diligence normally shown by a Contractor in the communityperforming services of a scope and purpose and magnitude comparable with the nature ofthe Services to be provided under this City Contract. Contractor acknowledges that it maybe entrusted with or may have access to valuable and confidential information and recordsof the City and with respect to that information only, Contractor agrees to be held to thestandard of care of a fiduciary.

Contractor must ensure that all Services that require the exercise of professional skills orjudgment are accomplished by professionals qualified and competent in the applicablediscipline and appropriately licensed, if required by law. Contractor must provide the Citycopies of any such licenses. Contractor remains responsible for the professional andtechnical accuracy of all Services or Deliverables furnished, whether by Contractor or itsSubcontractors or others on its behalf. All Deliverables must be prepared in a form andcontent satisfactory to the Department and delivered in a timely manner consistent withthe requirements of this City Contract.

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 ofthat failure. Any review, approval, acceptance or payment for any of the Services by theCity does not relieve Contractor of its responsibility for the professional skill and care andtechnical accuracy of its Services and Deliverables. This provision in no way limits theCity's rights against Contractor either underthis City Contract, at law or in equity.

Speciol Conditions for City Controcts53

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Depdrinent, Specificotion Number 60632-A, PO Number 29768

Contractor shall not have control over, or charge of, and shall not be responsible for,construction means, methods, schedules, or delays, or for safety precautions andprograms in connection with construction work performed by others.

To the extent they exist, the City may furnish structural, mechanical, chemical, air, andwater pollution and hazardous materials tests, and other laboratory and environmentaltests, inspections, and reports required by law or by authorities having jurisdiction overany work, or reasonably requested by Contractor.

ln the event Contractor's Services include any remodeling, alteration, or rehabilitationwork, City acknowledges that certain design and technical decisions shall be made onassumptions based on available documents and visual observations of existing conditions.

4.3. Deliverablesln carrying out its Services, Contractor must prepare or provide to the City variousDeliverables. "Deliverables" include work product, produced by Contractor, including butnot 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 donot include all documents or other materials specified in this City Contract or reasonablynecessary for the purpose for which the City made this City Contract. lf the Citydetermines that Contractor has failed to comply with the foregoing standards, the City has30 days from the discovery to notify Contractor of its failure. lf Contractor does notcorrect the failure within 30 days after receipt of notice from the City specifying thefailure, then the City, bywritten notice, maytreatthe failure as a defaultof this CityContract.

Partial or incomplete Deliverables may be accepted for review only when required for a

specific and well-defined purpose for the benefit of the City and when consented to inadvance by the City. Such Deliverables will not be considered as satisfying therequirements of this City Contract and the City's acceptance of partialor incompleteDeliverables in no way relieves Contractor of its commitments under this City Contract.

4.4. Add¡t¡onal ServicesAdditional Services means those Services which are within the general scope of Services ofthis City Contract, but beyond the description of services in the Detailed Specifications andall services reasonably necessary to complete the Additional Services to the standards ofperformance required by this City Contract. Any Additional Services requested by theDepartment require the approval by the City through a formal amendment pursuant toSection 3.1.4.9 of the Standard Terms and Conditions before Contractor is obligated toperform those Additional Services and before the City becomes obligated to pay for thoseAdditional Services.

4.5. Timeliness of Performance

Special Conditions for C¡ty Contracts54

COBAA] TECHNOLOGIES, INC. MOBILE DI'JITAL VIDEO RFCORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Deportn'tent, Specif¡catíon Number 60632A, PO Nunber 29768

Contractor must provide the Services and Deliverables within the term and within the timelimits required under this City Contract, pursuant to Detailed Specifications or as specifiedin the applicable Task Order or Purchase Order. Further, Contractor acknowledges thatTIME lS OF THE ESSENCE and that the failure of Contractor to comply with the time limitsmay 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 bythe City, for damages,

charges or other losses or expenses incurred by Contractor by reason of delays orhindrances in the performance of the Services, whether or not caused by the City.

4.6. SuspensionThe City may at any time request that Contractor suspend its Services, or any part of them,by giving L5 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

underthe 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 mutuallyagreed upon by the Chief Procurement Officer and Contractor when necessary forcontinuation or completion of Services. Any additional costs or expenses actually incurredby Contractor as a result of recommencing the Services must be treated in accordancewith the compensation provisions of this City Contract.

No suspension of this CityContract is permitted in the aggregateto 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 City Contract under the "Standard Terms and Conditions."

4.7. Personnel4.7.L. Adequate StaffingContractor must, upon receiving a fully executed copy of this City Contract, assign and

maintain during the term of this City Contract and any extension of it an adequate staffof competent personnelthat is fully equipped, licensed as appropriate, available as

needed, qualified and assigned to perform the Services. The level of staffing may be

revísed 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 theCommissioner, which consent the Commissioner will not withhold unreasonably. The

City may also from time to time request that the Contractor adjust staffing levels toreflect workload and level of required Services or Additional Services.

4.7.2. Key Personnelln selecting the Contractor for this City Contract the City relied on the qualificationsand experience of those persons identified by Contractor by name as performing theServices ("Key Personnel"). Contractor must not reassign or replace Key Personnel

without the written consent of the Commissioner, which consent the Commissionerwill not unreasonably w¡thhold. The Commissioner may at any time in writing notify

Special Conditions for City Contracts55

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTETVí, ACCESSORIES AND RELATED SERVICES

Pol¡ce Deportmeni, Spec¡ficotion Number 606-J2A, PO Number 29768

Contractor that the City will no longer accept performance of Services under this City

Contract by one or more Key Personnel. Upon that notice Contractor mustimmediately suspend the services of such person(s) and provide a replacement ofcomparable qualifications and experience who is acceptable to the Commissioner.Contractor's Key Personnel, if any, are identified in the Scope of Services / DetailedSpecifications portion of this City Contract.

4.7.3. Salaries and Wages

Contractor and any subcontractors must pay all salaries and wages due all employeesperforming Services under this City Contract unconditionally and at least once a monthwithout deduction or rebate on any account, except onlyforthose payroll deductionsthat are mandatory by law or are permitted under applicable law and regulations. lf inthe performance of this City Contract Contractor underpays any such salaries orwages,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 salariesor wages required to be paid under this City Contract and the salaries or wages actuallypaid these employees for the total number of hours worked. The amounts w¡thheldmay be disbursed by the Comptroller for and on account of Contractor to therespective employees to whom they are due. The parties acknowledge that thisparagraph is solely for the benefit of the City and that it does not grant any third partybeneficiary rights.

4.8. Ownership of DocumentsExcept 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 providedby City underthis City Contract are property of the City, including allcopyrights inherent in

them or their preparation. During performance of its Services, Contractor is responsiblefor any loss or damage to the Deliverables, data, findings or information while inContractor'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 onaccount of the destruction. Notwithstanding the foregoing, Contractor shall retain allrights 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 PropertyContractor and the City intend that, to the extent permitted by law, the Deliverables to beproduced by Contractor at the City's instance and expense under this City Contract areconclusively considered "works made for hire" within the meaning and purview of Section101- of the United States Copyright Act, 17 US.C. 5101 et seq., and that the City will be thesole copyright owner of the Deliverables and of aspects, elements and components ofthem in which copyright can subsist, and which are owned and transferable by, and of allrights to apply for copyright registration or prosecute any claim of infringement. To the

Special Conditions for City Contrøcts56

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Deportment, Specif¡cation Number 60632A, PO l\,!umber 29768

extent that any Deliverable does not qualify as a "work made for hire", Contractor herebyirrevocably grants, conveys, bargains, sells, assigns, transfers and delivers to the City, itssuccessors 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 Deliverablesprepared for the City under this City 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 orduty whatsoever for any modification or change of the Deliverables or work, withoutContractor's direct involvement and consent.

Contractor will, and will cause all of its Subcontractors, employees, agents and otherpersons within its controlto, execute all documents and perform all acts that the City mayreasonably request in order to assist the City in perfecting its rights in and to thecopyrights relating to the Deliverables, at the sole expense of the City. Contractorwarrants 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 copyrightsfor the Deliverables it prepared, (b) Contractor will have the legal rights to fully assign thecopyrights, (c) Contractor will not assign any copyrights and will not grant any licenses,

exclusive or nonexclusive, to any other party (except pursuant to (3) below), (d) Contractoris not a party to any other agreements or subject to any other restrictions with respect tothe Deliverables, (e) the Deliverables will be complete, entire and comprehensive withinthe standard of performance under Section 2.3 of this City Contract, and (f) theDeliverables will constitute works of original authorship.

4.9.L. Patentslf 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 CityContract, and that invention, improvement, or discovery is patentable under the lawsof the United States of America or any foreign country, the Contractor must notify theCity immediately and provide the City a detailed report regarding such invention,improvement, or discovery. lf the City or the Federal Government determines thatpatent protection for such invention, improvement, or discovery should be sought,Contractor agrees to seek patent protection for such invention, improvement, ordiscovery and to fully cooperate with the City and the Federal Government throughoutthe patent process. The Contractor must transfer to the City, at no cost, the patent inany invention, improvement, or discovery developed under this City Contract and anypatent rights to which the Contractor purchases ownership with funds provided to itunder this City Contract.

4.9.2. lndemnity

Special Conditions for City Controcts57

COBAN TECHAIOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Depdrtment, Specification Number 60632A, PO Number 29768

Without limiting any of its other obligations under this City Contract and in addition toany other obligations to indemnity under this City Contract, Contractor must, uponrequest by the City, indemnify, save, and hold harmless the City, the Federal

Government and their respective officers, agents, and employees acting within thescope of their original duties against any liability, including costs and expenses,

resulting from any willful or intentional violation by the Contractor of proprietaryrights, copyrights, or right of privacy, arising out of the publication, translation,reproduction, delivery, use or disposition of any Deliverables furnished under the City

Contract. The Contractor is not required to indemnify the City or Federal Governmentfor any such liability arising out of the wrongful acts of employees or agents of the Cityor Federal Government.

4.9.3. Limitation of LiabilityContractor will have no liability to the City for losses arising out of any use by orthrough the City of Deliverables prepared by Contractor pursuant to this City Contractfor any project or purpose other than the project or purpose for which they wereprepared.

4.10. InsuranceContractor must provide and maintain at Contractor's own expense, during the term ofthis City Contract and any time period following expiration if the Contractor is required toreturn and perform any of the work or services under this City Contract, the insurancecoverages and requirements specified in the lnsurance Requirements and Evidence oflnsurance Exhibit 5 of this City Contract, insuring alloperations underthis City Contract.

Speciol Conditions for City Controcts58

COBAN TECHNOLOGIES, IAIC. MOB!LE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Deportment, Specification Number 60632A, PO Number 29768

ARTICLE 5. SCOPE OF WORK AND DETAILED SPECIFICATIONS

5.1. Scope of Services

The Contractor must furnish, deliver, mainta¡n and repair, Mobile Digital Video Recording

System, Accessories and Related Services, F.O.B. the City of Chicago, Chicago Police

Department, including the necessary labor, materials and equipment necessary to perform

maintenance support service and repairs in accordance with the terms and conditions ofthis specification.

lnvoices for the Chicago Police Department:

Chicago Police Department

3510 S. Michigan Ave. - Room 3060

Chicago, lL 60653

Attn: Finance Department

5.2. Intent

The intent of this Contract is to provide new equipment, ports, and accessories and

maintain the Chicago Police Department.

5.3. Authorized Dealer/Distributor/ServiceCenter

The Contractor is the manufacturer or an authorized manufacturer's

dealer/distributor/service center of the proposed manufacturer and be capable ofproviding genuine ports, assemblies and/or accessories as supplied by the original

equipment manufacturer (O.E.M.). Further, the Contractor must be capable of furnishing

original product warranty and manufacturer's related services such as product

lnformation, products re-call notices, etc. The in-car hardware is proprietary to Coban, the

services (training, RMA's technical support and maintenance) are only performed by

Coban technicians.

All personnel assigned to perform work on any equipment listed herein must be O.E.M.

certified on that equipment as furnished by the original equipment manufacturer or an

accredited institution or training center.

5.4. List of Key Personnel

David Hinojosa, Vice President- Sales. Telephone Number 832-545-3304

5.5. Term of Performance

Scope of Work ond Detailed Specificotions 59

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYS EIVI, ACCESSORiES AND RELATED SERVICES

Police Depcrtment, SpeciÍicaiion Number 6A632A, PO Number 29768

This Reference Contracttakes effect as ofthe Effective Date and continues, except as

provided under the paragraph regarding "Reference Contract Extension Option" or the

section regarding "Events of Default and Termination " in the "Standard Terms and

Conditions" above, untilthe later of (i) Five (5) Year Contract, as that date may be

extended pursuant to "Reference Contract Extension Option," or (ii) completion of the

final task assigned before the date, if and as extended, in (i).

5.6. Equipment

Standard Equipment

Experimental equipment and accessories will not be acceptable. Materials or equipment

which are not produced by regular production methods andf or which have not been

offered for sale to the public through accepted industry trade channels for at least one (1)

year prior to the offering of this proposal, will be considered experimental. The City

reserves the right to waive or take exception to this requirement if it were to the City's

advantage or best interests.

Hybrids and/or combinations of two (21or more standard production units will not be

accepted. The Contractor must furnish evidence upon request that the item to be

furnished has been commercially available through that manufacturer to the trade for a

period of not less than one (1) year and has been fully field tested to the satisfaction of the

Chief Procurement Officer.

5.7. General Construction

The unit furnished must be the manufacturer's latest models. Appurtenance and/or

accessories not herein mentioned, but necessary to furnish a complete unit ready for use

upon delivery must be included. Each complete unit must conform to the best practices

known to the trade in strength, quality of material and workmanship and be subject to this

specification in full. The specification must be construed as minimum. Should the

manufacturer's current published data or specification exceed this, it will be considered

minimum and shall be furnished. The City reserves the right to waive or take exception tothis requirement if it be to the City's advantage or best interest.

5.8. Pricing

The Contractor agrees to provide the City of Chicago with the lowest pricing available. This

will include providing equal to or better than any pricing, that may be offered by Coban

Technologies to any company or government entity that they do business with or hope todo business with, throughout the life of this contract.

Scope of Work and Detailed Specifications 60

COBAN TECHNOLOGIES, INC. MOBILE DIGITALVIDTO RECORD!NG SYSTEM, ACCESSORIES AND RELATED SERVICES

Pol¡ce Department, Specifìcatíon Number 60632A, PO Number 29768

5.9. Backorders

Electronic or written notification of backordered items must be sent immediately to the

Chicago Police Department. For any back orders that cannot be filled within ten (L0)

business days, the Department will have the option of accepting or canceling the backorder

or the Chicago Police Department may submit a request for a substitute Mobile Digital

Video Recording System, Accessories and Related Services. The City is not to be charged for

expenses incurred due to the cancellation of backorders.

5.10. lnventory/Lead Time

The Contractor must maintain an inventory of sufficient diversity and quantity Coban

Technology Parts and Related Accessories as to ensure the delivery of any parts listed in

the Contractor's Proposal, which is ordered by the City from stock within forty-eight (48Ì

hours after receipt of a City department's order. ln lieu of the inventory, the Contractor

must be able to arrange such prompt delivery.

Returns and Restocking

The Contractor must pick up any defective, incorrect, or rejected merchandise to be

returned back to Contractor within forty-eight (48) hours of notification. The City of

Chicago will not pay restocking fees for returned merchandise. The Contractor must

replace the merchandise or issue a credit within ten (10) business days of the return.

5.11 Payment

5.11.1 Basis of Payment

The City will pay Contractor according to the Schedule of Compensation in the

attached Exhibit 2 forthe completion of the Services in accordance with this Reference

Contract, including the standard of performance found in "special Conditions for Reference

Contracts/'above.

5.1L.2 Method of Payment

Contractor must submit monthly invoices to the City for costs billed, as outlined in the

Schedule of Compensation in Bhj@_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

Reference Contract.

5.t2. Funding

The source of funds for payments under this Reference Contract is Fund number 013-

Scope of Work ond Detoiled Specifications 61

COEAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Depdrtment, Specification Nunber 60632A, PO Number 29768

0100-057-4733-0340 and var¡ous. Payments under this Reference Contract must not

exceed SL,000,000.00 without a written amendment in accordance with the Amendments

section of the "Standard Terms and Conditions" above. Funding for this Reference

Contract is subject to the availability of funds and their appropriation by the City Council ofthe City.

5.13. Minority and Women's Business Enterprise CommitmentIt is the policy of the City of Chicago that local business certified as Minority Business

Enterprises (MBE) and Women Enterprises (WBE) in accordance with Section 2-92-45O ofthe Municipal Code of Chicago and Regulations Governing Certification of Minority and

Women-owned Businesses shall have the maximum opportunity to participate fully in theperformance of all City contracts.

The Chief Procurement Officer has determined that the nature of the goods and/or services

to be provided under this Reference Contract is such that neither direct nor indirect sub-

contracting opportunities will be practicable or cost effective. Therefore, the MBE/WBE

participation goals resulting from this Reference Contract is as follows: 0% MBE and

O%WBE.

Scope of Work and Detoiled Specifications 62

COEAN TECHNOLOGIES, INC, MOBILE DIGITAL VIOEO RECORDING SYSTEM, ACCESSORIES AND RELAf ED SERVICES

Pol¡ce Deportment, Spec¡f¡cøt¡on Number 60632A, PO Number 29768

CONTRACT SIGNATURE PAGE

Contract Number 29768

Specification Number

Vendor Name:

Total Am

Fund Chareeable:

Coban Technologies, lnc

606324

ount lValuel S1,ooo,ooo.oo

013-0L00-0s7 -47 33 -0340

COBAN TECHNOLOGIES, INC.

(coNTRACTOR)

lÞ

Attest:

<-rnbf H, cila,JqBy

ItsVtcE

state of TeVaSCounty of úarñS

Th

byis instrument was acknowledged before me on th.ls lzlh day of S"-p1: ,20 t+

as President (or other authorized officer) and

Nametlh, n/ùas SecretarV of W (Corporation

4 Tnt'(Seal)

Nota ry Þu bl¡c $ignãtrr"Commission Eipires: f lzblz¿ t lo

CITY OF CHICAGO

Mayor

erDECOl

Date

LINGT.ICHIKAWAMY COMMISSION EXPIRES

Ju[ 26,2018

ief P

signoture Poge

remen cer

@Date

63

ú

of

RESOLVED, ihat it is desi¡ableand

any Vicç P¡esidents are fullY

and request for pricings, and the

COBAN TECHNOLOGIES INC. MOBILE DIGITAL VIDEO RECORDING SYSTEIV|, ACCESSORIES AND RELATED SERVICES

Police Depaftmeni, Spec¡f¡cation Number 60632A, PO Number 29768

EXHIBIT 1: SCOPE OF SERVICE

This Statement of Work is made and entered into by and between COBAN Technologies, lnc.,(hereinafter referred to as COBAN) and the City of Chicago Police Dept ( CITY).

Scope of ln-Car Video Project:

The purpose of this project is to provide software, parts, repair serv,ices and or part and

service upgrades including software for all City owned COBAN Digital ln-Car Video systems.

These parts and services are for COBAN equipment that is either in service, out of service and

out of warranty. COBAN will provide, repair of such equipment as necessary and consistentwith system operation and their applicable quote. COBAN systems that are end of life and

deemed not worth repairing will be so noted and returned.

Expectations:

The expectations set forth in this document and all attached documents, are to provide a

documented "flow" of the repair. The C|TYexpects COBAN to repair Headliners, CPU's, PowerSupplies (UPS), and other components of the currently installed ln Car Video systems. The

timeframes listed in this document are for planning purposes only. Any changes to thesetimeframes on behalf of either party will be communicated in a timely manner to the otherparty.

Term of Contract:. (5) Five years (3)Three One year extension

Estimated delivery:o Fourteen days after receiving a proper City authorized Purchase Order

ln-Car Video Hardware Repairs Parts:

COBAN will provide to the C|TYthose parts and software needed to repair COBAN

Technologies Generation ll TopCam ln Car Video system components and/or Generation lllEDGE ln Car Video system components. COBAN will also support duringthe life of this contractany future generations/upgraded systems as purchased by the CITY. All parts and softwarewill be provided to the CITY at a discount listed on the attached Coban price list.

Exhibits 64

COEAN íECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORD!NG SYSTEI,¡, ACCESSORIES AND RELATED SERV!CES

Pol¡ce Depùrtment, Spec¡f¡cation Number 60632A, PO Nunber 29768

Services ProvidedShipping:

Shipping of all parts will be at no cost to the CITY

The CITY will ship at their cost all parts needing factory service to the COBAN Headquarters

location for repair. The shipping location for all repairs will be:

COBAN Technologies, lnc.

Lt375 West Sam Houston Parkway South Suite # 800

Houston, TX77031,

COBAN will return ship to the City of Chicago at no cost

The following are assumptions made by COBAN:

The vehicle(s) scheduled for repair on the agreed upon date will be present and available toCOBAN technicians. Failure to have vehicles available during this time may result in additionalfees. COBAN will contact the main contact person onsite for approval prior to any additionalservices being performed and a formal quote approved.lf the agreed upon date for repair cannot be met; the CITY agrees to notify COBAN two

working days prior to the scheduled installation/repair date.

City of Chicago Police Dept ln-Car Video units/components that are returned to COBAN as

"non-operational or considered "non-warranty" that are in fact operational (example: CPU

units that have not been ghosted properly or at all, scratched /hazy touch screen monitors,microphones missing parts such as: battery, internal seals, antennas, obvious misuse or

damaged systems) will be addressed with CITY's lnformation Technology Department. Service

costs for these items will be limited to actual bench time spent on unit. (Minimum of one

hour). Unit will be returned to the CITY with a no problem found statement.

FORCE MAJEURE:

Neither party hereto shall not be liable for delays or failure to perform with respect to this

agreement due to (i) causes beyond the party's reasonable control and not avoidable by

diligence, (ii) acts of God, epidemics, war, riots, or delays in transportation which are beyond

the party's reasonable control and not avoidable by diligence,

or (iii) inability for causes beyond its control and not avoidable by diligence to obtainnecessary labor, materials, or manufacturing facilities, or delays caused by subcontractors due

to similar causes. ln the event of any such delay (each such event being beyond the party's

reasonable control and not avoidable by diligence), the date ofperformance shall be extended for a period equalto the time lost by reason of the delay.

COBAN shall comply with required laws, ordinances, rules and regulations and lawful orders

and all other requirements of public authorities bearing on its performance of and under this

Exhibits 65

COEAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Depdrtment, Specíf¡catian Number 60632A, PO Number 29768

Contract. COBAN shall, during the entire term of the Contract, be construed to be an

independent contractor and nothing in this Contract is intended nor shall be construed tocreate an employer-employee relationship, a joint venture relationship, a joint enterpriserelationship, or any other relationship other than that of vendor and purchaser. Time is of theessence of this Contract.

Exhibits 66

COBAN TECHAIOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND RELATED SERVICES

Police Dèpartment, Spec¡fication Number 60632A, PO Number 2g768

EXHIBIT 2: SCHEDULE OF COMPENSATION

Coban Technologies extends to the City of Chicago the following Net Prices for the equipment

owned by the City of Chicago at the time of contract award, the services indicated below:

Exh¡b¡ts 67

Exhibit 2 Schedule of Compensation

REVISED COBAN COMMODITY CODESCODE DESCRIPTION uoM TX DIR# PRICE

84070

vtDEo sYsTEM, D|GTTAL (tN CAR), COBAN - TOPCAM GEN il - 6.4 tN.DETACHED MONITOR SYSTEM SINGLE CAMERA & MICROPHONEWSMART POWER MODULE, NO. SYSG2.SCSM

DiscEach

ontinsYsG2-SCSM

red$ +,zsz.so

8407078032

vtDEo sYsTEM, D|GTTAL (rN CAR), COBAN -CAMERA, ADD ADDITIONAL BACK SEAT INFRARED CAMERA TOMAIN CAMERA MODULE (INITIAL ORDER). NO. SCOPT-o8

DiscEach

ontinscoPT{8

redî 212.50

8407078034vtDEo SYSTEM, DTGTTAL (tN CAR), COBAN - CAMERA, DETACHEDWIDE ANGLE (SEPARATE), NO. SCOPT-og Dmc RAÍlnl Ied.uo

8407078220vlDEo sYsTEM, DIGITAL (lN CAR), COBAN - MODULE, DUALMICROPHONE RECEIVER (RECEIVER ONL\I, NO. SCOPT-03 ffic snt¡nr {elil,u

84070vtDEo SYSTEM, DIGTTAL (rN CAR) COBAN- t0 MtC CHARGTNGSTATION SCAA.OI ffic lteld,u

8407078040vf DEo SYSTEM, D|G|TAL (tN CAR), COBAN - CARD READER,MAGNETIC, NO. SCOPT-o5 fficsnftn tlec,,

8407078150 vtDEo SYSTEM, D|G|TAL (rN CAR), COBAN - GpS, NO. SCOPT-o1-Each

scoPTJtt _21í1.50

8407078200vlDEo SYSTEM, DIGITAL (rN CAR), COBAN - MDT, HARDWAREINTEGRATION (INCLUDES CABLES WITH SETUP). NO. SCOPT-o2

IrlÐ1,Each

rrrll.r¡tscoPT{2

{el¡$ 212.50

84070vrDEo sYsTEM, DTGTTAL (rN CAR), COBAN - VTSOR MOUNTETHERNET PORT (PER VEHICLE) 4isc rfec.,,

8407078080vrDEo SYSTEM, DTGITAL (rN CAR), COBAN - CRASH SENSOR,NO. SCOPT-o4 ffic saf¡n {ed.so

8407078250vtDEo SYSTEM, D|G|TAL (tN CAR), COBAN - RADAR INTEGRAT|ON(PD MUST PROVIDE CABLE), NO. SCOPT-10 4[çc Ltet .*

84070vtDEo sYsTEilt, DIG|TAL (tN CAR), COBAN - TRANSMTTTER,PACKAGE B. SCPKB{I 4[sc tlQc,,

84070vtDEo sYsTEM, D|G|TAL (tN CAR), COBAN - ANTENNA,TRANSMITTER" NO. SCPKB-OI4 Ðisc $nt[n feC.ro

84070vtDEo sysTEil, DtctTAL (tN cAR), coBAN - BATTERY, LITH|UM tON,NO. SCPKB4í2 ffic snt#r {eC*

84070vtDEo SYSTEM, DIG|TAL (tN CAR), COBAN - M|CROPHONE,LEATHER POUCH, NO. SCPKB{I9 4[sc {eC.oo

84070vtDEo sYsTEM, D|G|TAL (rN CAR), COBAN - REMOVABLE HDD,¡t0GB. NO. SCMH40l8T

DiscEach

ontinSCMH-{0187

ed297

I$ 50

84070vtDEo sYsTEM, DlctTAL (tN CAR), COBAN - CAMERAw/O tR,COMPLETE SONY 1IA" NO. SCñIIR4I

DiscEach

ontinrscMR{t1

T$ed

569.50

84070vlDEo sYsTEM, D|G|TAL (tN CAR), COBAN - CAMERAw/TR,COi/IPLETE SONY IIA, NO. SCMR42

DiscEach

ontinscMR.{¡2

¡ed$ 718.25

8407078095

vlDEo SYSTEM, DtctTAL (tN CAR), COBAN - EDGE 5.7" MON|TORINGSYSTEM SINGLE CAMERA & MICROPHONE SYSTEM NO MONITOR #SYSED-o3 Each SYSED{3 $ 4.449.38

8407078096vtDEo SYSTEM, D|G|TAL (tN CAR), COBAN - 5.7" DETACHEDMONITOR #SCED-o13 Each scED{13 :$ 361.25

8407078097vrDEo SYSTEM, DTGTTAL (rN CAR), COBAN - StNcLE SHOT G|-ASSANTENINA 802.',11AlG FTXED (A/G ONL\') #WR-000 Each wR.o00 3 r65.75

8407078098vtDEo sYsTEM, D|G|TAL (tN CAR), COBAN- G3 TRANSIIilTTER#scPKB-031 Each scPKB{r3l $ 327.25

8407078099vrDEo SYSTEM, DTGTTAL (tN CAR), COBAN - DVMS MATNTENANCE,SUPPORT, UPGRADES YEAR 1 CHARGE BASED PER UNIT YEAR wDr/Ms-Lcl $ 247.50

Exhibit 2 Schedule of Gompensation

8407078100vtDEo SYSTEM, D|G|TAL (tN CAR), COBAN - DVMS MATNTENANCE,SUPPORT, UPGRADES YEAR 2 CHARGE BASED PER UNIT YEAR l*o*r-,-", $ 247.50

8407078101vtDEo SYSTEM, D|G|TAL (tN CAR), COBAN - DVMS MATNTENANCE,SUPPORT, UPGRADES YEAR 3 CHARGE BASED PER UNIT YEAR l*o*"'-", $ 247.50

COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEA4, ACCESSORIES AND RELATED SERVICES

Pal¡ce Department, Spec¡,fic(ttíon Number 60632A, PO Number 29768

EXHIBIT 2A: CONTRACT PRICE LIST

Exhibits 68

1 1375 W. Sam HoustonParkway S. #800Houston, Texas 77031p.281.925.0488f. 281.925.0535

November 26,2Ot4

City of Chicago,

Department of Procurement Servíces

Senior Procurement Specíalist1-21 N LaSalle Street, Rm. 806, Chicago, lL 60602

Mr. Zapata-Martinez,

This letter is to confírm that pricing for the City of Chicago Police Department will reflect thesame prices as the Texas DIR contract.

lf you have any questions, please contact me at 832.545.3304

Thank you,

David HinojosaSVP Marketing

,tlr

,t_tut 1 375 W. Sam Hou6ton Parkway S. i8O0Houslon. Texûs Z¡O31

28t'e25'(x44 TËXAS DfR Price List

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;scr¡fi-02sDo 02OB SE fÈrnoYåblô HOD ¡ 505.00 16¿5r $ 505.75¡scuH-rasDo õ4Ca SS hnþv¡ble HOO 5 t,3to.oo 1625?É e 1.t4750lsclR-la Hotor€'Eb Cafmrt I 250.qr f6¿5t o 212,50

6¡107078030 lscMR-o| ?ompþti so]rv 1f4 cam.rù øo l8 ¡ 670.m 16¿5r 3 569.50' ra0707ôo36 lscHB-oil llA Cûmã ¡ t0-25% $ 718¿5

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lÊ.Carg40ToTa2¡n HOD €.25!a ¡ 1¿lô.75

8{8,07 ¡lulll-Uplod C l6'25% ¡ 80750t4¡,70t6aot rvlRso F¡rod WltElo¡r-€ridmrl

^nt nni (p¡r whlchl ¡ to5¡0 16¿SÍ 5 165.75

scoPT-2a l!/lroller - Iolorcy€lo 2.aoH: ¡nlomrrchtrgo ou¡Nt s t50.00 lQ25'å $ 2e750a¡f0707t350 scoPf-1{ nror kunl Etha.n€t Pon (p.r v.lrlcb) 3 59.00 1625% ¡ 50.15

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- Yca? 3 3 275,00 11.25* i S 247.50840707üE!t) wLtc45 s 35.00 f f,25% s 3150

wLtc.qt 1 1.250Árvlrc-{}9 DVMS - Ert rprlß (p.¡ycrrpcr locdlon) lt 1,250.a 21.6 ¡ f,00o.00wLtc-ts DVIIS - Tlpc Ubrrry Extond.d Slor¡ge Solutlon ( lncluda. TStá Ltc€ntc, t 7.250.00 17.2sL

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17.25?. 3 3,008.00

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8Mrs.09 l.t(¡€r s 225,@ t6.25t 3 19r¿5BMtS-10 15.25!É ¡ 1020

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s 2,500¡(¡ l6¿5* 3 2.125¡0

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,

slle. Charge lndudoq Trav€l Lldging. dlc.(rTúnlmtfn ot Z car insta[ållonl

onto bs dd€d forol r{lslqx'.txt .1rypq

0407076¡ll0 LTRfl{tt lo2lr}C.r h¡t¡lLtþn Tr¡lnlng Cüüftdlþn. hclr¡d.. TJrvdI llprtÊ.3 brtrd on I d.t up ¡o 2 c.rr)Upon corÞþúon ol lr*nlng élurr.ilrrin d p€noßÉt rlr crrüflcd onhttdlâü,on ol coò.n Tirpcam Edgö h4* HfitìEr. courúo hÈludcaþlþr-tF ofitlb vF[ by CoÞan p.]¡oamel lo¡ lnqÈÊUon, ìãlHtt¡on.ndCsrtlt¡cdþn ol Trilolhg lor.gqrcy ptraoiliol

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COBAN TECHNOLOGIES, INC. MOBILE DIGITAL VIDEO RECORDING SYSTEM, ACCESSORIES AND REATED SERVICES

Pol¡ce Deportment, Spec¡ficatian Number 60632A, PO Number 29768

EXHIBIT 3: SPECIAL CONDITIONS REGARDING MBE/WBE COMMITMENT AND

SCHEDULES

Exhibits 69

CITY OF CHICAGODepaftment of Procurement Services

Jamie L. Rhee, Chief Procurement Officer121 North LaSalle Street, Room 403

Chicago, Illinois 60602-7284Fax: 312-744-328L

Sp¡crnl Co¡¡orno¡¡s Fon CouuoDrrrEs MBE & WBE

SPECIAL CONDITIONS REGARDING MINORITY OWNED BUSINESS ENTERPRISE ANDWOMEN OWNED BUSINESS ENTERPRISE FOR COMMODITIES

1. POLICY AND TERMS

It is the policy of the City of Chicago that Local Businesses cedified as Minority OwnedBusiness Enterprises (MBE) and Women Owned Business Enterprises (WBE) in accordancewith Section 2-92-420 et seq. of the Municipal Code of Chicago and Regulations GoverningCertification of Minority and Women-owned Businesses and all oth-er Regulations promulgatedunder the aforementioned sections of the Municipal Code, qs:rWell,,ág MBES:añd WBEs certifiedby'::..Göö.]ii,G,ounty¡ lllinois, will have full and fair opportunities to participate fully in theperformance of this contract. Therefore, the Contractor will not discriminate against any personor business on the basis of race, color, sex, gender identity, age, religion, disability, nationalorigin, ancestry, sexual orientation, marital status, parental status, military discharge status orsource of income and will take affírmative action to ensure that women and minority businesseswill have the maximum opportunity to compete for and perform subcontracts for supplies orservices.

Pursuant to Section 2-92-430 of the Municipal Code of Chicago, the Chief Procurement Officerhas established a goal of awarding not less lhan 25o/o of the annual dollar value of all non-construction contracts to certified MBEs and 5o/o of the annual dollar value of all non-construction contracts to cedified WBEs.

Accordingly, the Contractor commits to make Good Faith Efforts to expend at least the followingpercentages 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 Percentage0% Oo/o

This commitment is met by the Contractor's status as a MBE or WBE, or by a joint venture withone or more MBEs or WBEs as prime contractor (to the extent of the MBE or WBE participationin 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 MBEsor WBEs, or by the indirect participation of MBEs or WBEs in other aspects of the Contractor'sbusiness (but no dollar of such indirect MBE or WBE participation will be credited more thanonce against a Contractor's MBE or WBE commitment with respect to all government Gontractsof such Contractor), or by any combination of the foregoing.

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Note: MBEA /BE participation goals are separate and those businesses certified with theCity of Chicago as both MBE and WBE may only be listed on a bidder's compliance planas either a MBE or a WBE, but not both to demonstrate compliance with the ContractSpecific Goals.

As noted above, the Contractor may meet all or part of this commitment by contracting withMBEs or WBEs for the provision of goods or services not directly related to the performance ofthis Contract. However, in determining the manner of MBEA/I/BE participation, the Contractorwill first consider involvement of MBEsA¡VBEs as joint venture partners, subcontractors, andsuppliers of goods and services directly related to the performance of this Contract. lnappropriate cases, the Chief Procurement Officer will require the Contractor to demonstrate thespecific efforts undertaken by it to involve MBEs and WBEs directly in the performance of thisContract.

The Contractor also may meet all or part of this commitment through credits received pursuantto Section 2-92-530 of the Municipal Code of Chicago for the voluntary use of MBEs or WBEs inprivate sector contracts.

2. DEFINITIONS

"Area of Specialty" means the description of an MBE or WBE firm's business which has beendetermined by the Chief Procurement Officer to be most reflective of the MBE or WBE firm'sclaimed specialty or expertise. Each MBEA /BE letter of cerlification contains a description ofthe firm's Area of Specialty. This information is also contained in the Directory (defined below).Credit toward this Contract's MBE and WBE participation goals shall be limited to theparticipation of firms performing within their Area of Specialty.

NOTICE: The City of Chicago does not make any representation concerning the ability of anyMBEA¡úBE to perform work within their Area of Specialty. tt is the responsibility of allcontractors to determine the capability and capacity of MBEsAffBEs to satisfactorily perform thework proposed.

"B.E.P.D.' means an entity cedified as a Business enterprise owned or operated by people withdisabilities as defined in MCC Section 2-92-586.

"Bid" means a bid, proposal, or submittal detailing a description of the services or work to beprovided by the contractor in response to a bid solicitation, request for proposal, request forqualification 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 orsubmittal that seeks to enter into a contract with the City, and includes all partners, affiliates andjoint ventures of such person or entity.

"Broker" means a person or entity that fills orders by purchasing or receiving supplies from athird party supplier rather than out of its own existing inventory and provides no commerciallyuseful function other than acting as a conduit between his or her supplier and his or hercustomer.

"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City ofChicago or his or her designee.

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"Commercially Useful Function" means responsibility for the execution of a distinct element ofthe work of the contract, which is carried out by actually performing, managing, and supervisingthe work involved, evidencing the responsibilities and risks of a business owner such asnegotiating the terms of (sub)contracts, taking on a financial risk commensurate with thecontract or its subcontract, responsibility for acquiring the appropriate lines of credit and/orloans, or fulfilling responsibilities as a joint venture partner as described in the joint ventureagreement.

"Contract Specific Goals" means the subcontracting goals for MBE and WBE participationestablished for a particular contract.

"Contractod' means any person or business entity that has entered into a contract with the Cityas described herein, and includes all padners, affiliates, and joint ventures of such person orentity.

"Direct Participation" the value of payments made to MBE or WBE firms for work that is done intheir Area of Specialty directly related to the performance of the subject matter of the Contractwill count as Direct Participation toward the Contract Specific Goals.

"Directory" means the Directory of Certified "Minority Business Enterprises" and "WomenBusiness Enterprises" maintained and published by the City of Chicago. The Directory identifiesfirms that have been certified as MBEs and WBEs, and includes both the date of their lastcertification and the area of specialty in which they have been certified. Contractors areresponsible 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 ContractSpecific 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 fulfill the program'srequirements.

"lndirect Participation" refers to the value of payments made to MBE or WBE firms for work thatis done in their Area of Specialty related to other aspects of the Contractor's business. (Note:no dollar of such indirect MBE or WBE padicipation shall be credited more than once against acontractor's MBE or WBE commitment with respect to all government contracts held by thatcontractor.)

"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carryout a single, for-profit business enterprise, for which each joint venture partner contributesproperty, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible fora distinct, clearly defined portion of the work of the contract and whose share in the capitalcontribution, control, management, risks, and profits of the joint venture are commensurate withits ownership interest.

"Minority Owned Business Enterprise" or "MBE" means a firm awarded certification as a minowned and controlled business in accordance with Ordinances and lations

"Municipal Code of Chicago" or "MCC" means the Municipal Code of the City of Chicago

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"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store,warehouse or other establishment in which materials, supplies, articles or equipment arebought, 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 contractare bought, kept in stock, and regularly sold to the public in the usual course of business. To bea regular distributor the firm must engage in, as its principal business and in its own name, thepurchase 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 ownsor operates distribution equipment.

"Women Owned Business Enterprise" or "WBE" means a firm awarded certification as awomen owned and controlled business in accordance with City Ordinances and Regulations aswell as a firm awarded certification as a women owned business by Cook County, lllinois.

3. JOINT VENTURESThe formation of joint ventures to provide MBEs and WBEs with capacity and experience atthe prime contracting level, and thereby meet Contract Specific Goals (in whole or in part) is

encouraged. A joint 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 joint venture may be eligible for credit towards the Contract Specific Goalsonly if:

i. 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 itsownership interest;

ii. The MBE or WBE joint venture padner is responsible for a distinct,clearly defined portion of the requirements of the contract for which it isat risk;

iii. Each joint venture padner executes the bid to the City; andiv. The joint venture partners have entered into a written agreement

specifying the terms and conditions of the relationship between thepartners and their relationship and responsibilities to the contract, and allsuch terms and conditions are in accordance with the conditions set forthin ltems i, ii, and iii above in this Paragraph a.

b. The Chief Procurement Officer shall evaluate the proposed joint ventureagreement, the Schedule B submitted on behalf of the proposed joint venture,and all related documents to determine whether these requirements have beensatisfied. The Chief Procurement Officer shall also consider the record of thejoint venture partners on other City of Chicago contracts. The decision of theChief Procurement Officer regarding the eligibility of the joint venture for credittowards meeting the Contract Specific Goals, and the portion of those goals metby the joint venture, shall be final.

The joint venture may receive MBE or WBE credit for work performed by theMBE or WBE joint venture partner(s) equal to the value of work performed bythe MBE or WBE with its own forces for a distinct, clearly defined portion of thework.

Additionally, if employees of the joint venture entity itself (as opposed toemployees of the MBE or WBE partner) perform the work, then the value of thework may be counted toward the Contract Specific Goals at a rate equal to the

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MBE or WBE firm's percentage of participation in the joint venture as describedin Schedule B.

The Chief Procurement Officer may also count the dollar value of worksubcontracted to other MBEs and WBEs. Work performed by the forces of anon-certified joint venture partner shall not be counted toward the ContractSpecific Goals.

c. Schedule B: MBEA/VBE Affidavit of Joint Venture

Where the bidder's Compliance Plan includes the participation of any MBE orWBE as a joint venture partner, the bidder must submit with its bid a ScheduleB and the proposed joint venture agreement. These documents must bothclearly evidence that the MBE or WBE joint venture partne(s) will beresponsible for a clearly defined portion of the work to be performed, and thatthe MBE's or WBE's responsibilities and risks are proportionate to itsownership percentage. The proposed joint venture agreement must includespecific 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 ventureentity;

iii. Work items to be performed under the supervision of the MBE or WBEjoint venture partner; and

iv. The MBE's or WBE's commitment of management, supervisory, andoperative personnel to the performance of the contract.

NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE jointventure partner do not provide any basis for awarding credit. For example, descriptionssuch as "participate in the budgeting process," "assist with hiring," or "work withmanagers to improve customer service" do not identify distinct, clearly defined portionsof the work. Roles assigned should require activities that are performed on a regular,recurring basis rather than as needed. The roles must also be pertinent to the nature ofthe business for which credit is being sought. For instance, if the scope of work requiredby the City entails the delivery of goods or services to various sites in the City, statingthat the MBE or WBE joint venture partner will be responsible for the performance of allroutine maintenance and all repairs required to the vehicles used to deliver such goodsor services is pertinent to the nature of the business for which credit is being sought.

4. COUNTING MBE/WBE PARTICIPATION TOWARD THE CONTRACT SPECIFICGOALS

Refer to this section when preparing the MBEAIVBE compliance plan and completingSchedule D-1 for guidance on what value of the participation by MBEs and WBEs will becounted toward the stated Contract Specific Goals. The "Percent Amount ofPadicipation" depends on whether and with whom a MBE or WBE subcontracts out anyportion of its work and other factors.

Firms that are certified as both MBE and WBE may only be listed on a bidder'scompliance plan as either a MBE or a WBE to demonstrate compliance with theContract Specific Goals. For example, a firm that is certified as both a MBE and a

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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 theCommercially Useful Function and Area of Specialty requirements above will becounted toward the Contract Specific Goals.

a. Only expenditures to firms that perform a Commercially Useful Function asdefined above may count toward the Contract Specific Goals.

i. The CPO will determine whether a firm is performing a commerciallyuseful function by evaluating the amount of work subcontracted, whetherthe amount the firm is to be paid under the contract is commensuratewith the work it is actually performing and the credit claimed for itspedormance of the work, industry practices, and other relevant factors.

ii. A MBE or WBE does not perform a commercially useful function if itsparticipation is only required to receive payments in order to obtain theappearance of MBE or WBE participation. The CPO may examinesimilar commercial transactions, padicularly those in which MBEs orWBEs do not participate, to determine whether non MBE and non WBEfirms perform the same function in the marketplace to make adetermination.

b. Only the value of the dollars paid to the MBE or WBE firm for work that itperforms in its Area of Specialty in which it is certified counts toward theContract Specific Goals.

c. For Maintenance, installation, repairs or inspection, if the MBE or WBE performsthe work itself:

a. 1OO% of the value of work actually performed by the MBE's or WBE'sown forces shall be counted toward the Contract Specific Goals,including the cost of supplies and materials purchased or equipmentleased by the MBE or WBE from third parties or second tiersubcontractors in order to perform its (sub)contract with its own forces(except supplies and equipment the MBE or WBE subcontractorpurchases or leases from the prime contractor or its affiliate), 0% of thevalue of work at the project site that a MBE or WBE subcontracts toa non-certified firm counts toward the Gontract Specific Goals.

d. lf the MBE orWBE is a manufacturer:i. 100% of expenditures to a MBE or WBE manufacturer for items needed

for the Contract shall be counted toward the Contract Specific Goals. Amanufacturer is a firm that operates or maintains a factory orestablishment that produces on the premises the materials or suppliesobtained by the bidder or contractor.

e. If the MBE or WBE is a distributor or supplieri. 60% of expenditures for materials and supplies purchased from a MBE

or WBE that is certified as a regular dealer or supplier shall be countedtoward the Contract Specific Goals.

f. lf the MBE orWBE is a broker:i. O% of expenditures paid to brokers will be counted toward the Contract

Specific Goals.ii. As defined above, Brokers provide no commercially usefulfunction.

g. lf the MBE or WBE is a member of the joint venture contractor/bidder:i. 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

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contract that the MBE or WBE pedorms with its own forces toward theContract Specific Goals; or

ii. lf employees of this distinct joint venture entity perform the work then thevalue of the work may be counted toward the Contract Specific Goals ata rate equal to the MBE or WBE firm's percentage of participation in thejoint venture as described in the Schedule B.

iii. A joint venture may also count the dollar value of work subcontracted toother MBEs and WBEs.

h. lf the MBE or WBE subcontracts out any of its work:i. 100o/o of the value of the work subcontracted to other MBEs or WBEs

performing work in its Area of Specialty may be counted toward theContract 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 asallowed by (c)(i) above).

i¡i. The fees or commissions charged for providing a bona f/de service, suchas professional, technical, consulting or managerial services or forproviding bonds or insurance and assistance in the procurement ofessential personnel, facilities, equipment, materials or supplies requiredfor performance of the Contract, provided that the fee or commission isdetermined by the Chief Procurement Officer to be reasonable and notexcessive as compared with fees customarily allowed for similarservices.

iv. The fees charged for delivery of materials and supplies required on a jobsite (but not the cost of the materials and supplies themselves) when thehauler, trucker, or delivery service is not also the manufacturer of or aregular dealer in the materials and supplies, provided that the fee isdetermined by the Chief Procurement Officer to be reasonable and notexcessive as compared with fees customarily allowed for similarservrces.

v. The fees or commissions charged for providing any bonds or insurance,but not the cost of the premium itself, specifically required for theperformance of the Contract, provided that the fee or commission isdetermined by the Chief Procurement Officer to be reasonable and notexcessive as compared with fees customarily allowed for similarservices.

5. REGULATIONS GOVERNING REDUCTIONS TO OR WAIVER OF MBE/WBEGOALS

The following Regulations set forth the standards to be used in determining whether ornot a reduction or waiver of the MBEA/I/BE commitment goals of a particular contract isappropriate. lf a bidder determines that it is unable to meet the MBE and/or WBEpercentage on a City of Chicago contract, a written request for the reduction or waiver ofthe 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 asigned petition for grant of relief from the MBEA/VBE percentages submitted on thebidder's letterhead, and must demonstrate that all required efforts as set forth in thisdocument were taken to secure eligible Minority and Women Business Enterprises tomeet the commitments. The Chief Procurement Officer or designee shall determinewhether the request for the reduction or waiver will be granted.

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All bidders will be considered responsive to the terms and conditions of theseRegulations if, at the time of bid, it submits a waiver request and all supportingdocumentation that adequately addresses the conditions for waiver of MBEAIVBE goals,including proof of notification to assist agencies except.1) Bidders responding to Request for Proposals (RFPs) who have been identified as asort listed candidate and/or a prospective awardee will be given a designated timeallowance, but no more than fourteen (14) calendar days to submit to the Department ofProcurement Services complete documentation that adequately addresses theconditions for waiver described herein; and2) Bidders responding to Request for lnformation and or Qualifications (RFl/RFas)deemed by the Chief Procurement Officer or authorized designee to be the mostresponsive and responsible shall submit documentation that adequately addresses theconditions for waiver described herein during negotiations.Failure to submit documentation sufficient to suppofi the waiver request will cause thebid/proposal to be found non-responsive by the Chief Procurement Officer, and thebid/proposal will be rejected. ln such cases the remedies to be taken by the ChiefProcurement Officer, in his or her discretion, may include, but are not limited to,forfeiture of bid deposit; negotiating with the next lowest bidder; or re-advertising thebid/proposal. All bidders must submit all required documents at the time of bid openingto expedite the contract award.

a. Direct / lndirect Padicipation

Each of the following elements must be present in order to determine whether or notsuch a reduction or waiver is appropriate.

The bidder has documented the unsuccessful solicitation for eithersubcontractors or joint venture partners of at least 50% (or at least fivewhen there are more than eleven certified firms in the commodity area)of the appropriate cedified MBEA¡i/BE firms to perform any direct orindirect work identified or related to the advertised bid/proposal.Documentation must include but is not necessarily limited to:

1. A detailed statement of efforts to identify and select portions ofwork identified in the bid solicitation for subcontracting to certifiedMBEA/VBE firms;

2. A listing of all MBEA/I/BE firms contacted that includes:a. Name, address, telephone number and email of

MBEAA/BE firms solicited;b. Date and time of contact'c. Method of contact lwiitten, telephone, transmittal of

facsimile documents, email, etc.)3. Copies of letters or any other evidence of mailing that

substantiates outreach to MBEA/úBE vendors that includes:a. Project identification and location;b. Classification/commodity of work items for which

quotations were sought;c. Date, item and location for acceptance of subcontractor

bid proposals;d. Detailed statement which summarizes direct negotiations

with appropriate MBEA¡úBE firms for specific portions of

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the work and indicates why negotiations wereunsuccessful;

e. Affirmation that Good Faith Efforts have beendemonstrated by:i. choosing subcontracting opportunities likely to achieve

MBEA¡úBE goals;ii. not imposing any limiting conditions which were not

mandatory for all subcontractors;iii. providing notice of subcontracting oppoftunities to

MA/I/BE firms and assist agencies at least five (5)business days in advance of the initial bid due date.

ORii. Subcontractor participation will be deemed excessively costly when the

MBE^ruBE subcontractor proposal exceeds the average price quoted bymore than twenty percent (20%). ln order to establish that asubcontractor's quote is excessively costly, the bidder must provide thefollowing information :

1. A detailed statement of the work identified for MBEA /BEparticipation for which the bidder asserts the MBEA/I/BE quote(s)were excessively costly (in excess of 20% higher).

2. A listing of all potential subcontractors contacted for a quotationon that work item;

3. Prices quoted for the subcontract in question by all suchpotential subcontractors for that work item.

ii¡. Other documentation which demonstrates to the satisfaction of the ChiefProcurement Officer that the MBEA/VBE proposals are excessivelycostly, even though not in excess of 20% higher than the average pricequoted. This determination will be based on factors that include, but arenot limited to the following:

1. The City's estimate for the work under a specific subcontract;2. The bidder's own estimate for the work under the subcontract;3. An average of the bona fide prices quoted for the subcontract;4. Demonstrated increase in other contract costs as a result of

subcontracting to the MA/I/BE or other firm.

b. Assist Agency Participation

Every waiver and/or reduction request must include evidence that the bidder hasprovided timely notice of the need for subcontractors to an appropriateassociation/assist agency representative of the MBEAIVBE business community. Thisnotice must be given at least five (5) business days in advance of the initial bid duedate.

The notice requirement of this Section will be satisfied if a bidder contacts at least oneof the associations on Attachment A to these Regulations when the prime contractorseeks a waiver or reduction in the utilization goals. Attachment B to these Regulationsprovides the letter format that a prime contractor may use. Proof of notification prior tobid submittal (e.9. certified mail receipt or facsimile transmittal receipt) will be requiredto be submitted with the bid for any bid/proposal to be deemed responsive. lf deemed

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appropriate, the Contract Compliance Officer may contact the assist agency forverification of notification.

c. lmpracticabilityi. lf the Chief Procurement Officer determines that a lesser MBE and/or

WBE percentage standard is appropriate with respect to a particularcontract subject to competitive bidding prior to the bid solicitations forsuch contract, bid specifications shall include a statement of suchrevised standard.

ii. The requirements set forth in these Regulations shall not apply wherethe Chief Procurement Officer determines prior to the bid solicitationsthat MBEAIVBE subcontractor participation is impracticable.

This may occur whenever the Chief Procurement Officer determines that for reasons oftime, need, industry practices or standards not previously known by the ChiefProcurement Officer, or such other extreme circumstances as may be deemedappropriate, such a Waiver is in the best interests of the City. This determination maybe made in connection with a particular contract, whether before the contract is let forbid, during the bid or award process, before or during negotiation of the contract, orduring the performance of the contract.

For all notifications required to be made by bidders, in situations where the ChiefProcurement Officer has determined that time is of the essence, documented telephonecontact may be substituted for letter contact.

6. PROCEDURE TO DETERMINE BID COMPLIANCEA bid may be rejected as non-responsive if it fails to submit one or more of the followingwith its bid demonstrating its Good Faith Efforts to meet the Contract Specific Goals byreaching out to MBEs and WBEs to perform work on the contract:

A. An MBEÂffBE compliance plan demonstrating how the bidder plans to meet theContract Specific Goals; and/or

B. A request for reduction or waiver of the Contract Specific Goals in accordance withSection 2-92-450 of the MCC.

Only compliance plans utilizing MBE and WBE firms that meet BOTH theGommercially Useful Function and Area of Specialty requirements will be countedtoward the Contract Specific Goals.

The following Schedules and described documents constitute the bidder's MBEA¡VBEproposal, and must be submitted in accordance with the guidelines stated:

a. Schedule C-1: Letter of lntent from MBEMBE to Perform asSubcontractor, Supplier and/or Consultant.

Schedule C-1: MBEA/I/BE Letter of lntent to Perform as a Subcontractor or Supplier

The bidder must submit the appropriate Schedule C-1 with the bid for each MBE andWBE included on the Schedule D-1. Suppliers must submit the Schedule C-1 forSuppliers, first tier subcontractors must submit a Schedule C-1 for Subcontractors to thePrime Contractor and second or lower tier subcontractors must submit a Schedule C-1

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for second tier Subcontractors. The City encourages subcontractors to utilize theelectronic fillable format Schedule C-1, which is available at the Department ofProcurement Services website, http://cityofchicaqo.orq/forms. Each Schedule C-1 mustbe executed by each MBE and WBE and accurately detail the work to be performed bythe MBE or WBE and the agreed upon rates/prices. Each Schedule C must also includea separate sheet as an attachment on which the MBE or WBE fully describes itsproposed scope of work, including a description of the commercially useful functionbeing performed by the MBE or WBE in its Area of Specialty. lf a facsimile copy of theSchedule C-1 has been submitted with the bid, an executed original Schedule C-1 mustbe submitted by the bidder for each MBE and WBE included on the Schedule D-1 withinfive business days after the date of the bid opening.

Failure to submit a completed Schedule C-1 in accordance with this section shall entitlethe City to deem the bid/proposal non-responsive and therefore reject the bid/proposal.

b. Letters of Certification.A copy of each proposed MBEA /BE firm's current Letter of Certifícation from theCity of Chicago oi Qoók.e'öuntyrlllingis, must be submitted with the bid/proposal.All Letters of Cedification issued by th City of Chicago and CooK'Cóunty includea statement of the MBEA/VBE firm's Area of Specialty. The MBEA/i/BE firm'sscope of work, as detailed by their Schedule C-1, must conform to their statedArea of Specialty.

c. Joint Venture Agreements.lf the bidder's MBEÂIVBE proposal includes the participation of a MBEA/I/BE asjoint venture on any tier (either as the bidder or as a subcontractor), the biddermust provide a copy of the joint venture agreement and a Schedule B along withall other requirements listed in Section 3 above. ln order to demonstrate theMBEA/VBE partner's share in the ownership, control, managementresponsibilities, risks and profits of the joint venture, the proposed joint ventureagreement must include specific details related to: (1) contributions of capital andequipment; (2) work responsibilities or other performance to be undertaken bythe MBEA¡/BE; and (3) the commitment of management, supervisory andoperative personnel employed by the MBEA¡úBE to be dedicated to theperformance of the contract. The joint venture agreement must also clearlydefine each partner's authority to contractually obligate the joint venture andeach partner's authority to expend joint venture funds (e.9., check signingauthority).

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d. Required Schedules Regarding MBEM/BE Utilization

Bidders must submit, together with the bid, a completed Schedule D-1committing them to the utilization of each listed MBEA/r/BE firm. The Cityencourages bidders to utilize the electronic fillable format Schedule D-1, which isavailable at the Department of Procurement Services website,http.//cityofchicaqo.orq/forms. Except in cases where the bidder has submitted arequest for a complete waiver of or variance from the MBEA/I/BE commitment inaccordance with Section 5 herein, the bidder must commit to the expenditure ofa specific dollar amount of participation by each MBEAIVBE fírm included on theirSchedule D-1. The total dollar commitment to proposed MBEs must at leastequal the MBE goal, and the total dollar commitment to proposed WBEs must atleast equal the WBE goal. Bidders are responsible for calculating the dollarequivalent of the MBE and WBE goals as percentages of their total base bids orin the case of Term Agreements, depends upon requirements agreements andblanket agreements, as percentages of the total estimated usage. Allcommitments made by the bidder's Schedule D-1 must conform to thosepresented in the submitted Schedule C-1. lf Schedule C-1 is submitted after theopening, the bidder may submit a revised Schedule D-1 (executed and notarizedto conform with the Schedules C-1). Bidders shall not be permitted to add MBEsor WBEs after bid opening to meet the Contract Specific Goals, however,contractors are encouraged to add additional MBEA/VBE vendors to theirapproved compliance plan during the performance of the contract whenadditional opportunities for padicipation are identified. Except in cases wheresubstantial and documented justification is provided, bidders will not be allowedto reduce the dollar commitment made to any MBE or WBE in order to achieveconformity between the Schedules C-1 and D-1.

All commitments for joint venture agreements must be delineated in the ScheduleB.

7. REPORTING REQUIREMENTS DURING THE TERM OF THE CONTRACTa. The Contractor will, not later than thirty (30) calendar days from the award of a

contract by the City, execute formal contracts or purchase orders with the MBEsand WBEs included in their approved MBE^¡úBE Utilization Plan. These writtenagreements will be made available to the Chief Procurement Offícer uponrequest.

b. The Contractor will be responsible for reporting payments to all subcontractorson a monthly basis in the form of an electronic report. Upon the first paymentissued by the City of Chicago to the contractor for services performed, on the firstday of each month and every month thereafter, email and or fax auditnotifications will be sent out to the Contractor with instructions to repoft paymentsthat have been made in the prior month to each subcontractor. The reporting ofpayments to all subcontractors must be entered into the Certification andCompliance Monitoring System (C2), or whatever reporting system is currently inplace, on or before the fifteenth (1sth) day of each month.

c. Once the prime Contractor has repoded payments made to each subcontractor,including zero dollar amount payments, the subcontractor will receive an emailand or fax notification requesting them to log into the system and confirm

01t2013 Page 12 of 16

Covn¡oorrES MBE & WBE SpEcrnL CoruorloNs

payments received. All monthly confirmations must be reported on or before the20th day of each month. Contractor and subcontractor reporting to the C2 systemmust be completed by the 25th of each month or payments may be withheld.

d. All subcontract agreements between the contractor and MBEA¡r/BE firms or anyfirst tier non-certified firm and lower tier MBEAIVBE firms must contain languagerequiring the MBEA/I/BE to respond to email and/or fax notifications from the Cityof Chicago requiring them to report payments received for the prime or the non-certified firm.

Access to the Certification and Compliance Monitoring System (C2),is a web based reporting system, can be found at: https://chicaqo.mwdbe.com

which

e. The Chief Procurement Officer or any party designated by the ChiefProcurement Officer, shall have access to the contractor's books andrecords, including without limitation payroll records, tax returns andrecords 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 WBEperforming any portion of the contract. This provision shall be in addition to, andnot a substitute for, any other provision allowing inspection of the contractor'srecords by any officer or official of the City for any purpose.

f. The Contractor shall maintain records of all relevant data with respect to theutilization of MBEs and WBEs, retaining these records for a period of at least fiveyears after project closeout. Full access to these records shall be granted toCity, federal or state authorities or other authorized persons.

8. CHANGES TO COMPLIANCE PLANa. No changes to the Compliance Plan or contractual MBE and WBE commitments

or substitution of MBE or WBE subcontractors may be made without the priorwritten approval of the Contract Compliance Officer. Unauthorized changes orsubstitutions, including performing the work designated for a subcontractor withthe contractor's own forces, shall be a violation of these Special Conditions anda breach of the contract with the City, and may cause termination of theexecuted Contract for breach, and/or subject the bidder or contractor to contractremedies or other sanctions. The facts supporting the request for changes mustnot have been known nor reasonably could have been known by the partiesprior to entering into the subcontract. Bid shopping is prohibited. The bidder orcontractor must negotiate with the subcontractor to resolve the problem. lfrequested by either party, the Department of Procurement Services shallfacilitate such a meeting. Where there has been a mistake or disagreementabout the scope of work, the MBE or WBE can be substituted only where anagreement cannot be reached for a reasonable price for the correct scope ofwork.

b. Substitutions of a MBE or WBE subcontractor shall be permitted only on thefollowing basis:

i. Unavailability after receipt of reasonable notice to proceed;ii. Failure of performance;i¡i. Financial incapacity;iv. Refusal by the subcontractor to honor the bid or proposal price or scope;v. Mistake of fact or law about the elements of the scope of work of a

solicitation where a reasonable price cannot be agreed;

o1t2013 Page 13 of 16

Co¡¡wroonres MBE & WBE SpecrRr- Coruorlorus

vi. Failure of the subcontractor to meet insurance, licensing or bondingrequirements;

vii. The subcontractor's withdrawal of its bid or proposal; orviii. De-certification of the subcontractor as a MBE or WBE (graduation from

the MBEÂ/úBE program does not constitute de-cedification).c. lf it becomes necessary to substitute a MBE or WBE or othenruise change the

Compliance Plan, the procedure will be as follows:

The bidder or contractor must notify the Contract Compliance Officer andChief Procurement Officer in writing of the request to substitute a MBEor WBE or otherwise change the Compliance Plan. The request muststate specific reasons for the substitution or change. A letter from theMBE or WBE to be substituted or affected by the change stating that itcannot perform on the contract or that it agrees with the change in itscope of work must be submitted with the request.

ii. The City will approve or deny a request for substitution or other changewithin 15 business days of receipt of the written request.

iii. Where the bidder or contractor has established the basis for thesubstitution to the satisfaction of the Chief Procurement Officer, it mustmake Good Faith Efforts to meet the Contract Specific Goal bysubstituting a MBE or WBE subcontractor. Documentation of areplacement MBE or WBE, or of Good Faith Efforts, must meet therequirements in section 5. lf the MBE or WBE Contract Specific Goalcannot be reached and Good Faith Efforts have been made, asdetermined by the Chief Procurement Officer, the bidder or contractormay substitute with a non-MBE or non-WBE.

iv. lf a bidder or contractor plans to hire a subcontractor for any scope ofwork that was not previously disclosed in the Compliance Plan, thebidder or contractor must obtain the approval of the Chief ProcurementOfficer to modify the Compliance Plan and must make Good FaithEfforts to ensure that MBEs or WBEs have a fair opportunity to bid onthe new scope of work.

v. A new subcontract must be executed and submitted to the ContractCompliance Officer within five business days of the bidder's orcontractor's receipt of City approval for the substitution or other change.

d. The City shall not be required to approve extra payment for escalated costsincurred by the contractor when a substitution of subcontractors becomesnecessary to comply with MBEÂIVBE contract requirements.

9. NON.COMPLIANCE AND DAMAGESa. Without limitation, the following shall constitute a material breach of this

contract and entitle the City to declare a default, terminate the contract, andexercise 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 orWBE of the contractor or any joint venture partner, subcontractor or supplier if

01t2013 Page 14 of 16

Col¡rr¡oorrrES MBE & WBE Sprcrnl Coruolro¡ls

its status as an MBE or WBE was a factor in the award of the contract and suchstatus was misrepresented by the contractor.

i. Payments due to the contractor may be withheld until corrective action istaken.

¡i. Remedies or sanctions may include disqualification from contracting orsubcontracting on additional City contracts for up to three years, and theamount of the discrepancy between the amount of the commitment inthe Compliance Plan, as such amount may be amended through changeorders or othenryise over the term of the contract, and the amount paid toMBEs or WBEs. The consequences provided herein shall be in additionto any other criminal or civil liability to which such entities may besubject.

iii. The contractor shall have the right to protest the final determination ofnon-compliance and the imposition of any penalty by the ChiefProcurement Officer pursuant to 2-92-740 of the Municipal Code of theCity of Chicago, within 15 business days of the final determination.

IO. ARBITRATIONa. ln the event a contractor has not complied with the contractual MBEA /BE

percentages in its Schedule D, underutilization of MBESAIVBES shall entitle theaffected MBEA /BE to recover from the contractor damages suffered by suchentity as a result of being underutilized; provided, however, that this provisionshall not apply to the extent such underutilization occurs pursuant to a waiver orsubstitution approved by the City. The Ordinance and contracts subject theretoprovide that any disputes between the contractor and such affectedMBEsAIVBEs regarding damages shall be resolved by binding arbitration beforean independent arbitrator other than the City, with reasonable expenses,including attorney's fees, being recoverable by a prevailing MBEA/I/BE inaccordance with these regulations. This provision is intended for the benefit ofany MBEiI/I/BE affected by underutilization and grants such entity specific thirdparty beneficiary rights. Any rights conferred by this regulation are non-waivable and take precedence over any agreement to the contrary, including butnot limited to those contained in a subcontract, suborder, or communicatedorally between a contractor and a MBEA/VBE.

b. An MBEA/úBE desiring to arbitrate shall contact the contractor in writing toinitiate the arbitrative process. Except as othenruise agreed to in writing by theaffected padies subject to the limitation contained in the last sentence of theprevious paragraph, within ten (10) calendar days of the contractor receivingnotification of the intent to arbitrate from the MBEA/VBE the above-describeddisputes shall be arbitrated in accordance with the Commercial Arbitration Rulesof the American Arbitration Association (AAA), a not-for-profit agency, with anoffice at225 North Michigan Avenue, Suite 2527, Chicago, lllinois 60601-7601

[Phone: (312) 616-6560; Fax: (312) 819-O4O4l. All such arbitrations shall beinitiated by the MBEA¡úBE filing a demand for arbitration with the AAA; shall beconducted by the AAA; and held in Chicago, lllinois.

c. All arbitration fees are to be paid pro rata by the parties, however, that thearbitrator is authorized to award reasonable expenses, including attorney's andarbitrator fees, as damages to a prevailing MBEA/úBE.

01t2013 Page 15 of 16

11.

Col¡¡¡oorrES MBE & WBE SprcrRl Couorro¡rs

d. The MBEA/úBE must send the City a copy of the Demand for Arbitration withinten ('10) calendar days after it is filed with the AAA. The MBEA/I/BE also mustsend the City a copy of the decision of the arbitrator within ten (10) calendardays of receiving such decision. Judgment upon the award rendered by thearbitrator may be entered in any court of competent jurisdiction.

Equal Employment OpportunityCompliance with MBE and WBE requirements will not diminish or supplantequal employment opportunity and civil rights provisions as required by lawrelated to bidder or contractor and subcontractor obligations.

0112013 Page 16 of 16

CITY OF CHICAGO Department of Procurement ServicesATTACHMENT A: Assist Agencies (ranuary 2012)

Alliance of Business Leaders & Entrepreneurs(ABLE)150 N. Michigan Ave. Suite 2800Chicago, lL 60601Phone: (312) 624-7733Fax: (312) 624-7734Wgb: www. ablechicaqo.com

Alliance of Minority and Female Contractorsc/o Federation of Women Contractors5650 S. Archer AvenueChicago, lL 60638Phone: (312) 360-1122Fax: (312) 360-0239

American Brotherhood of Contractors BusinessDevelopment Center1 1509 S. ElizabethChicago, lL 60643Phone: (773) 928-2225Fax: (773)928-2209Web: www. american-brotherhood. orq

Asian American lnstitute4753 N. Broadway St. Suite 904Chicago, lL 60640Phone: (773) 271-0899Fax: (773) 271-1982Web: www.aaichicaqo.orq

Association of Asian Construction Enterprises333 N. Ogden AvenueChicago, lL 60607Phone: (847) 525-9693Email: nakmancorp@aol.com

Black Contractors United400 W. 76tn Street, Suite 200Chicago, lL 60620Phone: (773 483-4000Fax: (773) 483-4150Web: www. blackcontractorsun ited. com

Chatham Business Association Small BusinessDevelopment, lnc.8441 S. Cottage Grove AvenueChicago, lL 60619Phone: (773)994-5006Fax: (773)994-9871Web : wr¡¡r¡r. cbawo rks. o rg

Chicago Area Gay & LesbianChamber of Commerce3656 N. HalstedChicago, lL 60613Phone: (773) 303-0'167Fax: (773) 303-0168Web: www.glchamber.orq

Chicago Minority Supplier Development Council,lnc.105 W. Adams, Suite 2300Chicago, lL 60603-6233Phone: (312) 755-BBB0Fax: (312) 755-8890Web: www.chicagomsdc.orq

Chicago Urban League4510 S. Michigan Ave.Chicago, lL 60653Phone: (773) 285-5800Fax: (773) 285-7772Web:www.cu caqo.orq

Cosmopolitan Chamber of Commerce203 N. Wabash, Suite 518Chicago, lL 60601Phone: (312) 499-061 1

Fax (312) 332-2688Web: www.cosmochamber.orq

Federation of Women Contractors5650 S. Archer AvenueChicago, lL 60638Phone: (312) 360-1122Fax: (312) 360-0239Web: www.ñ¡rcchicago.com

Hispanic American Gonstruction lndustryAssociation (HACIA)901 West Jackson Boulevard, Suite 205Chicago, lL 60607Phone: (312) 666-5910Fax: (312) 666-5692Web: www. haciaworks.org

lllinois Hispanic Chamber of Commerce855 W. Adams, Suite 100Chicago, lL 60607Phone: (312) 425-9500Fax: (312)425-9510Web: www.ihccbusiness.net

15

Latin American Chamber of Commerce3512 West Fullerton AvenueChicago, lL 60647Phone: (773) 252-5211Fax: (773) 252-7065Web:www. lati namericancham berofcom merce. com

National Association of Women BusinessOwnersChicago Chapter230 E. Ohio, Suite 400Chicago, lL 60611Phone: (312) 224-2605Fax: (31 2) 6448557Web: www. nawbochicaqo.orq

Rainbow/PUSH CoalitionI nternational Trade Bureau930 E. 50t' StreetChicago, lL 60615Phone: (773) 256-2781Fax: (773) 373-4104Web: www. rainbowpush.orq

Suburban Minority Contractors Association1250 Grove Ave. Suite 200Barrington, lL 60010Phone: (847) 852-5010Fax: (847) 382-1787Web: www. su bu rban blackcontractors. orq

Uptown Genter Hull House4520 N. Beacon StreetChicago, lL 60640Phone: (773) 561-3500Fax: (773) 561-3507Web: www. hullhouse.org

Women Gonstruction Owners & Executives(wcoE)Chicago Caucus308 Circle AvenueForest Park, lL 60130Phone: (708) 366-1250Fax: (708) 366-5418Web: www.wcoeusa.org

Women's Business Development CenterB South MÍchigan Ave., Suite 400Chicago, lL 60603Phone: (312) 853-3477Fax: (312) 853-0145Web: www.wbdc.org

Chicago Women in Trades (CWIT)4425 S. Western Blvd.Chicago, lL 60609-3032Phone: (773) 376-1450Fax: (312)942-0802Web: www.chicaqowomenintrades.orq

Coalition for United Community Labor Force1253 W. 63r¿ StreetChicago, lL 60636Phone: (312)243-5149

lllinois Black Chamber of Commerce331 Fulton Street, Suite 530Peoria, lL 61602Phone: (309) 740-4430Fax: (309) 672-1379www.ilbcc.org

Englewood Black Chamber of CommerceP.O. Box 21453Chicago, lL 6062'1

South Shore Chamber, lncorporatedBlack United Funds Bldg.1750 E. TlstStreetChicago, lL 60649-2000Phone: (773) 955- 9508

United Neighborhood Organization (UNO)954 W. Washington Blvd., 3ro FloorChicago, lL 60607Phone: (312) 432-6301Fax: (312) 432-0077Web: www. uno-online.orq

National Organization of Minority Engineers33 West Monroe Suite 1540Chicago, lllinois 60603Phone: (312) 425-9560Fax: (312) 425-9564Web: www. nomeonline.org

16

ATTACHMENT B(On Bidder/Proposer's Letterhead)

RETURN RECEIPT REQUESTED(Date)

Re. SpecificationDescription

(Assist Agency Name and Address)

Dear

(Bidder/Proposer) intends to submit a bid/proposal in response to the above

'=f@htheCityofChicago.Bidsaredueadvertisedspecificationwiththe City of Chicago.

The following areas have been identified for subcontracting opportunities on both a direct and indirect basis:

Our efforts to identify potential subcontractors have not been successful in order to meet theDisadvantaged/MinorityA/r/omen Business Enterprise contract goal. Due to the inability to identify anappropriate DBE/MBE/WBE firm certified by the City of Chicago to participate as a subcontractor orjoint venture partner, a request for the waiver of the contract goals will be submitted. lf you are awareof such a firm, please contact

Name of Company RepresentativeAddressiphone

within (10) ten working days of receipt of this letter.

Under the City of Chicago's MBEÂ/VBE/DBE Ordinance, your agency is entitled to comment upon this waiverrequest to the City of Chicago. Written comments may be directed within fifteen (15) working days of yourreceipt of this letter to:

Monica Jimenez, Deputy Procurement OfficerDepartment of Procurement ServicesCity of Chicago121 North La Salle Street, Room 806Chicago, lllinois 60602

lf you wish to discuss this matter, please contact the undersigned

at

Sincerely,

17

SCHL.¡ULE B: Affidav¡t of Joint Venture (lL,-ËM/BE)

This form need not be submitted if all joint venturers are MBEs and/or WBEs. ln such a case, however, awritten joint venture agreement among the MBE and WBE venturers must be submitted. ln all proposed jointventures, each MBE and/or WBE venturer must submit a copy of their current Letter of Certification.

All lnformation Requested by this Schedule must Be Answered in the Spaces Provided. Do Not Refer to YourJoint Venture Agreement Except to Expand on Answers Provided on this Form. lf Additional Space lsRequired, Additional Sheets May Be Attached.

l. Name of joint ventureAddress of joint venture

Phone number of joint ventu

ll. ldentify each non-MBEA/VBE venturer(s)Name of FirmAddress:Phone:

V

Contact person for matters concerning MBEA¡I/BE compliance

lll. ldentify each MBEATVBE venturer(s)Name of Firm:Address:Phone:Contact person for matters concerning MBE^¡úBE compliance:

lV. Describe the role(s) of the MBE and/or WBE venturer(s) in the joint venture:

Attach a copv of the ioint venture aqreement. ln order to demonstrate the MBE and/or WBE venturer'sshare in the ownership, control, management responsibilities, risks and profits of the joint venture, theproposed joint venture agreement must include specific details 'related to: (1) the contributions ofcapital and equipment; (2) work items to be performed by the MBEA/r/BE's own forces; (3) work items tobe performed under the supervision of the MBEA¡úBE venturer; and (4) the commitment ofmanagement, supervisory and operative personnel employed by the MBEA/VBE to be dedicated to theperformance of the project.

VI Ownership of the Joint Venture.A. What are the percentage(s) of MBEA/VBE ownership of the joint venture?

MBEA/VBE ownership percentage(s)Non-M BEAIúBE ownership percentage(s)

B. Specify MBEA/VBE percentages for each of the following (provide narrative descriptions and otherdetail as applicable):

Profit and loss sharing

Capital contributions:(a) Dollar amounts of initial contribution:

(b) Dollar amounts of anticipated on-going contributions

1

2

18

3. Contributions of equipment (Specify types, quality and quantities of equipment to beprovided by each venturer)

Other applicable ownership interests, including ownership options or other agreementswhich restrict or limit ownership and/or control:

Provide copies of all written agreements between venturers concerning this project.

ldentify each current City of Chicago contract (and each contract completed during thepast two (2) years) by a joint venture of two or more firms participating in this jointventure:

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 engage in the following management functions andpolicy decisions. (lndicate any limitations to their authority such as dollar limits and co-signatoryrequirements.)

A. Joint venture check signing

4

5

6

vil

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

E. Acquisition and indemnification of payment and performance bonds

F. Negotiating and signing labor agreements

19

G. Management of contract performance. (ldentify by name and firm only)

Supervision of field operations:

Major purchases

Estimating

2.

3.

4. Engineeri

vilt

tx.

Financial Controls of joint venture:A. Which firm and/or individual will be responsible for keeping the books of account?

B ldentify the managing partner, if any, and describe the means and measure of theircompensation:

What authority does each venturer have to commit or obligate the other to insurance andbonding companies, financing institutions, suppliers, subcontractors, and/or other partiesparticipating in the performance of this contract or the work of this project?

State the approximate number of operative personnel (by trade) needed to perform the joint venture'swork under this contract. lndicate whether they will be employees of the non-MBE^/VBE firm, theMBEA/VBE firm, or the joint venture.

Trade Non-MBEATVBE Firm(Number)

MBEA/VBE(Number)

Joint Venture(Number)

lf any personnel proposed for this project will be employees of the joint venture:

A. Are anv proposed joint venture employees currently employed by either venturer?

20

C

Currently employed by non-MBEA¡/BE (number) _ Employed by MBEA/r/BE _B. ldentify by name and firm the individual who will be responsible for hiring joint venture

employees:

C. Which venturer will be responsible for the preparation of joint venture payrolls:

X. Please state any material facts of additional information pertinent to the control and structure of thisjoint venture.

21

The undersigned affirms that..,e foregoing statements are correct -,rd include all material informationnecessary to identify and explain the terms and operations of our joint venture and the intended participation ofeach venturer in the undertaking. Fudher, the undersigned covenant and agree to provide to the City current,complete and accurate information regarding actual joint venture work and the payment therefore, and anyproposed changes in any provision of the joint venture agreement, and to permit the audit and examination ofthe books, records and files of the joint venture, or those of each venturer relevant to the joint venture byauthorized representatives of the City or the Federal funding agency.

Any material misrepresentation will be grounds for terminating any contract which may be awarded and forinitiating action under federal or state laws concerning false statements.

Note: lf, after filing this Schedule B and before the completion on the joint venture's work on theproject, there is any change in the information submitted, the joint venture must inform the City ofChicago, either directly or through the prime contractor if the joint venture is a subcontractor.

Name of MBEÂ/I/BE Partner Firm Name of Non-MBEA/VBE Padner Firm

Signature of Affiant Signature of Affiant

Name and Title of Affiant Name and Title of Affiant

Date Date

On this day of ,20 _, the above-signed officers

personally appeared and, known to me be the persons described in the foregoing Affidavit,acknowledged that they executed the same in the capacity therein stated and for the purpose thereincontained.

lN WITNESS WHEREOF, I hereunto set my hand and official seal

Signature of Notary Public

My Commission Expires

(sEAL)

22

Project Name

SCHEDULE C-1MBE/WBE Letter of lntent to Perform as a

Subcontractor. Su lier, or Consultant

Specification No

(Name of MBEÂIVBE Firm)

and the City of Chicago(Name of Prime Contractor)

The MBE or WBE status of the undersigned is confirmed by the attached City of Chicago or Cook County, lllinoisCertification Letter. 100% MBE or WBE participation is credited for the use of a MBE or WBE "manufacturer." 60%participation is credited for the use of a MBE or WBE "regular dealer."

The undersigned is prepared to perform the following services in connection with the above named projecUcontract. lf morespace is required to fully describe the MBE or WBE proposed scope of work and/or payment schedule, including adescription of the commercially useful function being performed. Attach additional sheets as necessary:

The above described performance is offered for the following price and described terms of payment:

SUB.SU BCONTRACTING LEVELSAzero (0) must be shown in each blank if the MBE or WBE will not be subcontracting any of the work listed or attached tothis schedule.

% of the dollar value of the MBE or WBE subcontract that will be subcontracted to non MBEA/r/BE contractors

% of the dollar value of the MBE or WBE subcontract that will be subcontracted to MBE or WBE contractors.

NOTICE: lf any of the MBE or WBE scope of work will be subcontracted, list the name of the vendor and attach abrief explanation, description and pay item number of the work that will be subcontracted. MBE/WBEcredit will not be given for work subcontracted to Non-MBEMBE contractors, except for as allowed in theSpecial Conditions Regarding Minority Business Enterprise Commitment and Women Business EnterpriseCommitment.

The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor, conditionedupon your execution of a contract with the City of Chicago, within three (3) business days of your receipt of a signed contractfrom the City of Chicago.

The undersigned has entered into a formal written mentor protégé agreement as a subcontractor/protégé with you as aPrimeContractor/mentor: ( )Yes ( )No

NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES.

(ùrgnarure or

o8t2013

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Page 1 of 1

(r\ame/ r rue-rrease t,fl nI)

SCHEDULE D-1Compliance Plan Regarding MBEWBE Utilization

Affidavit of Prime Contractor

MUST BE SUBMITTEDWITH THE BID. FAILURE TO SUBMITTHE SCHEDULE D-1 W¡LL CAUSE THEBID TO BE REJECTED. DUPLICATE AS NEEDED.

Project Name:_

Specification No

ln connection with the above captioned contract, I HEREBY DECLARE AND AFFIRM that I am a duly authorizedrepresentative of

(Name of Prime ConsultanUContractor)

and that I have personally reviewed the material and facts set forth herein describing our proposed plan to achieve theMBEA /BE goals of this contract.

All MBEA¡úBE firms included in this plan have been certified as such by the City of Chicago and/or Gook County,lllinois (Letters of Certification Attached).

l. Direct Participation of MBE/WBE Firms:

NOTE: The bidder/proposer shall, in determining the manner of MBEA/r/BE participation, first consider involvement withMBEA/VBE firms as joint venture partners, subcontractors, and suppliers of goods and services directly related to theperformance of this contract.

A. lf bidder/proposer is a joint venture and one or more joint venture partners are certified MBEs or WBEs, attachcopies of Letters of Certification, Schedule B form and a copy of Joint Venture Agreement clearly describing the roleof each MBEA/VBE firm(s) and its ownership interest in the joint venture.

B. Complete this section for each MBEA/VBE Subcontractor/Supplier/Consultant participating on this contract:

1. Name of M

Phone

Dollar Value of Participation q

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed:l _%oTotal Participation % _

2. Name of MBE/WBE:

Address:

Contact Person:

Address:

Contact Person:

t The Prime Contractor may claim an additional 0.333 percent participation credit (up to a maximum of five (S) percent) forevery one (1) percent of the value of the contract performed by the MBEA/VBE protégé firm.

0812013 Page 1 of 5

Schedule D-1: Prime Gontractor Affidavit-MBE/WBE Gompliance Plan

Phone Num

Dollar Value of Participation $

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed: _YoTotal Participation % _

3. Name of MBE/WBE:

Address:

Dollar Value of Participation $

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed _%Total Participation % _

4. Name of MBE/WBE:

Address:

Contact Person:

Phone Number:

Dollar Value of Particípation $

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed: _o/oTotal Participation %

5. Attach Additional Sheets as Needed

ll. lndirect Participation of MBE/WBE Firms

NOTE: This section need not be completed if the MBEA¡úBE goals have been met through the direct participationoutlined in Section l. lf the MBEAA/BE goals have not been met through direct participation, Contractor will beexpected to demonstrate that the proposed MBEA¡úBE direct participation represents the maximum achievable underthe circumstances. Only after such a demonstration will indirect participation be considered.

MBEA¡/BE Subcontractors/Suppliers/Consultants proposed to perform work or supply goods or services where suchperformance does not directly relate to the performance of this contract:

Contact Person:

Phone Number:

1. Name of MBE/WBE:

Add

o8t2013

Contact Person

Page 2 of 5

Schedule D-l: Prime Contractor Affidavit-MBE/WBE Compliance plan

Phone Number:

Dollar Value of Participation

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed: _ToTotal Participation % _

2. Name of MBE/WB tr

Add

Phone Numbe

Dollar Value of Participation

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed _%Total Participation % _

3. Name of MBE/WBE:

Address

Contact Person:

Contact Person:

Phone Numbe

Dollar Value of Participation $

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed: _%Total Participation % _

4. Name of MBE/WBE:

Contact Person

Phone Number:

Dollar Value of Participation $

Percentage of Participation %

Mentor Protégé Agreement (attach executed copy): ( ) Yes ( ) No Add'l Percentage Claimed: _%Total Participation % _

5. Attach Additional Sheets as Needed

o8t2013 Page 3 of 5

,r. summary.,;::ï:: :;:r:-ie contractor Affidavit-MBE/*BE Gompriance Pran

A. MBE Proposal (Direct & lndirect)

1. MBE Direct Participation

2. MBE lndirect Participation

B. WBE Proposal (Direct & Indirect)

1. WBE Direct Participation

2. WBE lndirect Participation

MBE Firm NameDollar Amount

Participation ($)Percent AmountParticipation (%)

Total Direct MBE Participation

MBE Firm Name Dollar AmountParticipation ($)

Percent AmountParticipation (%)

Total lndirect MBE Participation

WBE Firm NameDollar Amount

Participation ($)Percent AmountParticipation (%l

Total Direct WBE Participation

WBE Firm NameDollar Amount

Participation ($)Percent AmountParticipation (%)

Total Indirect WBE Participation

08t2013 Page 4 of 5

Schedule D-1: Prime Gontractor Affidavit-MBE/WBE Gompliance Plan

The Prime Contractor designates the following person as its MBEA//BE Liaison Officer:

(Name- Please Print or Type) (Phone)

I DO SOLEMNLY DECLARE AND AFFIRM UNDER PENALTIES OF PERJURY THAT THE CONTENTS OF THEFOREGOING DOCUMENT ARE TRUE AND CORRECT, THAT NO MATERIAL FACTS HAVE BEEN OMITTED, ANDTHAT IAM AUTHORIZED ON BEHALF OF THE PRIME CONTRACTOR TO MAKE THIS AFFIDAVIT.

(Name of Prime Contractor - Print or Type) State

County(Signature)

(Name/Títle of Affìant - Print or Type)

(Date)

On this day of_, 2O_, the above signed officer(Name of Affiant)

personally appeared and, known by me to be the person described in the foregoing Affidavit, acknowledged that (s)heexecuted 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 Signature)

SEAL:

Commission Expires:

0812013 Page 5 of 5

COBAN TECHNOLOGIES, INC, II.IOBILE DIGITAL VIDEO RECORDING SYSTEIví, ACCESSORIES AND RELATED SERVICES

Police Department, Specif¡cation Number 60632A, PO Number 29768

EXHIBIT 4: ONLINE ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

Online EDS Filing Required

The Contractor must prepare an online EDS.

A PROPOSER THAT DOES NOT PREPARE AN ELECTRONIC EDS PRIOR TO THE BID OPENING

WILL BE FOUND NON-RESPONSIVE AND ITS BID WILL BE REJECTED.

NOTE:

L. Filing an "EDS lnformation Update" does NOT satisfy the requirement to file an

electronic EDS prior to bid opening.

2. Filing an EDS in a hard copy or paper copy form does NOT satisfy therequirement to file an electronic EDS prior to bid opening.

3. Filing an EDS for another mater (different bid, contract, etc.) does NOT satisfythe requirement to file an electronic EDS prior to bid opening.

4. When completing the online EDS, please choose the Department ofProcurement Services as the City agency or department that is requesting theEDS.

Online EDS Web Link

The web link for the Online EDS is https://webapps.citvofchicaeo.orelEDSWeb

Exhibits 70

EDS Number:52768Certificate Printed on: IIlI2l20I4

CERTIFICATE OF FILING FOR

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT

Disclosing Pafi: COBAN Technologies, IncFiled by: Jeff Lee

Matter: MOBILE DIGITAL VIDEORECORDING SYSTEM, ACCESSORIESAND RELATED SERVICESApplicant: COBAN Technologies, Inc.Specificati on # : 60632 AContract #:29768

Date of This Filing:O210412014 01:00 PMOriginal Filing Date:0210412014 01:00 PM

Title:CFO

The Economic Disclosure Statement referenced above has been electronically filed withthe City. Please provide a copy of this Certificate of Filing to your city contact with otherrequired documents pertaining to the Matter. For additional guidance as to when to provide thisCertificate and other required documents, please follow instructions provided to you about theMatter or consult with your City contact.

A copy of the EDS may be viewed and printed by visitinghttps://webappsl.cityofchicago.org/EDSWeb and entering the EDS number into the EDSSearch. Prior to contract award, the filing is accessible online only to the disclosing party andthe City, but is still subject to the Illinois Freedom of Information Act. The filing is visibleonline to the public after contract award.

COBAN !ITOLOGiES, ¡IiC. MOSILE DI6ITAL VIDEC RECARDING SYi ACCESSORIES AND RELATED SERI/ICES

Pol¡ce Deporirnent, SpeciitcsUGn i,!urtber 50632A, PO Number 29768

EXHIBIT 5: INSURANCE REQUIREMENTS AND EVIDENCE OF INSURANCE

PROFESSIONAT SERVICES INSURANCE REQUIREMENTS

Chicago Police Departmentln Car Video Project

COBAN Technologies, lnc.

Contractor must provide and maintain at Contractor's own expense, during the term of theAgreement and any time period following expiration if Contractor is required to return andperform any of the Services or Additional Services under this Agreement, the insurancecoverage and requirements specified below, insuring all operations related to the Agreement.

A. INSURANCE TO BE PROVIDED

1-) Workers Compensation and Emplovers Liabilitv

Workers Compensation lnsurance, as prescribed by applicable law, covering allemployees who are to provide a service under this Agreement and Employers Liabilitycoverage w¡th limits of not less than SSOO.OOO each accident, illness or disease.

2) Commercial General Liabilitv (Primary and Umbrella)

Commercial General Liability lnsurance or equivalent with limits of not less than52,000.000 per occurrence for bodily injury, personal injury and property damageliability. Coverages must include the following: All premises and operations,products/completed operations, separation of insureds, defense and contractualliability (not to include Endorsement CG 2L 39 or equivalent). The City of Chicago is tobe named as an additional insured on a primary, non-contributory basis for any liabilityarising directly or indirectly from the Services.

Subcontractors performing Services for the Contractor must maintain limits of not less

than 51.000,000 with the same terms herein.

3) Automobile Liabilitv (Primary and Umbrella)

When any motor vehicles (owned, non-owned and hired) are used in connection withServices to be performed, Contractor must provide Automobile Liability lnsurance withlimits of not less than Sf,OOO,OOO per occurrence for bodily injury and propertydamage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.

4l

Exhibits

Professional Liabilitv

71.

COBAA i\íOLOG¡ES. tNC MOBILE DiG|T/\L \/lDíA RFCAFDTNG SY: ACCESSORtES ltND RELATED SERVTCES

Pc'!¡ce Depcrtment, Spec¡ftcoticn NumLter 50632A, PO Nunber 29768

When any system engineers, technicians, EDP professionals including but not limited tosystem programmers, hardware and software designers/consultants, or any otherprofessional consultants perform Services in connect¡on w¡th this Agreement,Professional Liability lnsurance cover¡ng acts, errors or omissions must be maintainedw¡th l¡mits of not less than Sl-, 000.000. Covera ge must include performance of orfailure to perform EDP performance of or failure to perform other computer services

and failure of software products to perform the function for the purpose intended.

When policies are renewed or replaced, the policy retroactive date must coincide with,or precede, start of Services on the Agreement. A claims-made policy which is notrenewed or replaced must have an extended reporting period of 2 years.

s) Valuable Papers

When any media, data, records, specification and other documents are produced orused under this Agreement, Valuable Papers lnsurance must be maintained in an

amount to insure against any loss whatsoever, and must have limits sufficient to pay

for the re-creation and reconstruction of such records.

6) Propertv

The Contractor is responsible for all loss or damage to City property at full replacementcost during upgrade, maintenance and/or repairs of Digital ln-car Video Systems and its

various components including replacement parts, materials and/or supplies while inthe care, custody and control of the Contractor, while in-transit or loss to any otherCity property as a result from the Agreement.

Contractor is responsible for all loss or damage to personal property (including

materials, equipment, tools and supplies) owned, rented or used by Contractor.

B. ADDITIONAL REqUIREMENTS

Contractor must furnish the City of Chicago, Department of Procurement Services, City Hall,

Room 806, tzt North LaSalle Street, Chicago lL. 60602, original Certificates of lnsurance, orsuch similar evidence, to be in force on the date of this Agreement, and Renewal Certificates

of lnsurance, or such similar evidence, if the coverages have an expiration or renewal date

occurring during the term of this Agreement. Contractor must submit evidence of insurance

on the City of Chicago lnsurance Certificate Form (copy attached as Exhibit-) or equivalentprior to execution of Agreement. The receipt of any certificate does not constitute agreement

by the City that the insurance requirements in the Agreement have been fully met or that theinsurance policies indicated on the certificate are in compliance with all requirements ofAgreement. The failure of the City to obtain certificates or other insurance evidence fromContractor is not a waiver by the City of any requirements for the Contractor to obtain and

maintain the specified coverages. Contractor must advise all insurers of the Agreementprovisions regarding insurance. Non-conforming insurance does not relieve Contractor of the

Exhibits 72

CODI\N if,lo!.OGlES, lttC- l\4OBlLE DtGITAI. \/IDEO RF-CORDtriG :;\': /\CCESsORIES /)ND F.ELÌtTED SERtttCES

Pol¡ce Depar'Lnent, Specificai¡on Number 60632A, PO Ntunber 297ijg

obligation to provide insurance as spec¡f¡ed in this Agreement. Nonfulfillment of the insurance

condit¡ons may constitute a violation of the Agreement, and the City retains the right tosuspend this Agreement until proper evidence of insurance is provided, or the Agreement may

be terminated.

The Contractor must provide for 60 days prior written notice to be given to the City in theevent coverage is substantially changed, canceled or non-renewed.

Any deductibles or self-insured retentions on referenced insurance coverages must be borneby Contractor.

Contractor hereby waives and agrees to require their insurers to waive their rights ofsubrogation against the City of Chicago, its employees, elected officials, agents orrep resentatives.

The coverages and limits furnished by Contractor in no way limit the Contractor's liabilitiesand responsibilities specified within the Agreement or by law.

Any insurance or self-insurance programs maintained by the City of Chicago do not contributewith insurance provided by Contractor under this Agreement.

The required insurance to be carried is not limited by any limitations expressed in theindemnification language in this Agreement or any limitation placed on the indemnity in thisAgreement 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 as a named insured.

Contractor must require all Subcontractors to provide the insurance required herein, orContractor may provide the coverages for Subcontractors. All Subcontractors are subject tothe same insurance requirements of Contractor unless otherwise specified in this Agreement.

lf Contractor or Subcontractor desire additional coverages, the party desiring the additionalcoverages is responsible for the acquísition and cost.

Notwithstanding any provisions in the Agreement to the contrary, the City of Chicago Risk

Management Department maintains the right to modify, delete, alter or change theserequirements.

Exhibits t3

GERTIFICATE OF LIABILITY INSURANCE

CERTIFICATE NUMBER:I I15 ¡ASTER ÀJ-1 LiNESCOVERAGES REVISION NUMBER:

DATE (MM/OD/YYYY)

tL/LL/20L4THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDEO BY THE POLICIESBELOW TH|S CERTTFTCATE OF TNSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE TSSUTNG TNSURER(S), AUTHORTZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: lf the cert¡f¡cate holder is an ADDITIONAL INSURED, the pol¡cy(¡es) must be endorsed. lf SUBROGATION lS WAIVED, subject tothe terms and conditions of the policy, certain policies may reqúire an endorsement. A statement on this cert¡ficate does not confer rights to thecert¡f¡cate holder in lieu of such endorsement(s).

PRODUCER

Highpoint Insurance Group, LLC1150 Clear Lake City Blwd #201

Houston TX 77062

Pam Bedford#P\E^,-.,. (zaLl 204-977 o (281) 20¿-8810

. com

INSIIRERf SI AFFORDING COVERAGE NAIC #

rNsuRER a {Iartford 34 690INSURED

COBÀN Technologies Inc11375 t{ Sam Houston Pkwy South #800

Houston Tx 77031

rNsuRERBllartford Casualtv Insurance 29424INSIIPFR (: :

INSIIRFR D :

INSIIRFR E :

INSIIPFR F:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWTHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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.

INSKLTR TYPE OF INSURANCE PôT ICY NIIMRFR LIMITS

Ä'

GENERAL LIABILITY

x

AGGREGATE LIMIT APPLIES PER:

il rnN PP632L LL/LL/2OL4 LL/L7/2OLs

EACH OCCURRENCE s 1 ,000,000IJAMAGE IO IIEN I EL)ÞPFMlqFq |tr.

^.^r rroñ.Þl $ 300,000

MED EXP lAnv one oerson) ü 10,000PERSONAL & ADV INJURY s 1,000,000GENERAL AGGREGATE s 2,000,000PRODUCTS - COMP/OP AGG s 2,000,000

$

A

AUTOMOBILE LIABILITY

x ANY AUTOALL OWNEDAUTOS

HIRED AUTOS

SCHEOULEOAUTOSNON-OIANEDAUTOS

i1 ('(rN PP632L LL/LL/2OL4 LL/rL/2OL5

ß 1 .000 . oooBODILY INJURY (Per person) $

BODILY INJURY (Per acc¡dent) $

$

$

B

x UMBRELLA LIAA

EXCESS LIAB

x OCCUR

CLAIIVIS-MADE

i1 REU 286910 Lt/tL/20L4 LL/LL/20ts

EACH OCCURRENCE s 2,000,000AGGREGATE s 2,000,000

NFD x RFTFNT¡6N s 10,00( s

À' WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY NANY PROPRIETOFVPARTNER/EXECUTIVEOFFICEFYMEIVBER EXCLUDED?(Mandatory ln NH)lf yes, describe underDESCRIPTION OF OPERATIONS below

N'A tl wE AG2024 LL/LL/20L4 LL/LL/20L5

x l,Æ.PIâIH-"1 OTH.FP

E L EACH ACCIDENT $ 1 .000 .000E L. DISEASE. EA EMPLOYEI $ 1 .000.000E L DISEASE - POLICY LII\4IT $ 1 .000 .000

A Erlors t O4issions 6L rE 0276496 L4 LI/LL/zOL4 LT/LL/20L5 Each Glitch Lim¡tv

Aggregate Lim¡t

$2,000,000$2,000,000

DESCRIPTIONOFOPERATIONS/LOCATIONSTVEHICLES (AttachACORDl0l,Addition¡lRemrk:sSchedule, lf morespacelsrcqulred)The c€neral. Liabi1ity and Auto PoJ.icies Include Blanket Autouatic Additional- Insured per End HG 00 0106/05 e HA 99 LG O3/L2 and the General Liabi]-ity, Àuto, and lforkers' Compensation Policies fncludeBlankeÈ Automatic lfaiver of Subrogation Coverage per End IIe 00 01 06/05, IfA 99 16 O3/L2 e I'IC 42 03 04(for TX). The General- LiabiJ-ity Includes a Blanket Prj-mary and Non-Contributory Coverage per HG 00 0106/05. AJ.J- Such Coverages are Provided to the Certificate HoJ-der OnJ-y when there is a lÍritten Contractor Agreenent Between the Named Insuled and the Ce¡tificate Holde¡ that Requiles Such Status and/orCoverag'e.CERTIFICATE HOLDER

ACORD 25 (20r0l05) O 1988-2010 ACORD CORPORATION. Alf rights reserved.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.City of Chicago

Department of Procurement Serwice121 N. LaSalIe St. *806Chicago, IL 60602

rr smyrl , cPcv, crc/no *e'a#t-*a*,r-a-

AUTHORIZED REPRESENTAIIVE

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