PROFESSIONAL SERVICES AGREEMENT

FOR

DATA EXCHANGE PROJECT MANAGER FOR COOK COUNTY INTEGRATEDCRIMINAL JUSTICE SYSTEM (CCICJIS)

BETWEEN

COOK COUNTY GOVERNMENTCLERK OF THE CIRCUIT COURT

AND

CROWE HORWATH LLP(Based on City Of Chicago Contract No. 27586)

CONTRACT NO. 1423-,14250

Cook County Professional Service AgreementRevised 3-9-2015

PROF'ESSIONAL SERVICES AGREEMENT

TABLE OF CONTENTS

TERMS AND CONDITIONS ..............2ARTICLE 1) TNCORPORATTON OF BACKGROUND .......2ARTICLE 2) DEFINITTONS ...............2a) Definitionsb) Interpretation ........2c) Incorporation of Exhibits............ ....................... 3

ARTICLE 3) DUTIES AND RESPONSTBILITIES OF CONSULTANT.......... .........3a) Scope of Services ........ 3b) Deliverables

d) Personnele) Minority and Women Owned Business Enterprises Commitment............... ............6f) Insuranceg) Indemnification .........9h) Confidentiality and Ownership of Documents............. ........9i) Patents, Copyrights and Licenses ................ ...... l0j) Examination of Records and Audits....... ........... l0k) Subcontracting or Assignment of Contract or Contract Funds........ ...................... 11

l) Professional Social Services..... .......12ARTICLE 4) TERM OF PERFORMANCE. ....... 13

a) Term of Performance.............. ....... 13

b) Timeliness of Performance........... ................... 13

c) Agreement Extension Option.... ..... 13

ARTICLE s) COMPENSATION ...... 13

a) Basis of Payment ...... 13

b) Method of Payment ..... 13

c) Fundingd) Non-Appropriation ...... 15

e) Taxesf) Price Reduction ...... 15

g) Consultant Credits ....... 15

ARTICLE 6) DISPUTES......,...... ....... 15

ARTICLE 7) COOPERATTON WrTH TNSPECTOR GENERAL AND COMPLIANCE.......... 16

WITH ALL LAWS ....... 16

ARTICLE 8) SPECTAL CONDrTIONS......... ..... 16

a) Warranties and Representations............ ............ 16

b) Ethicsc) Joint and Several Liability ..............17d) Conflicts of Interest ..... l8e) Non-Liability of Public Officials ...................... 19

ARTICLE 9) EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSION.......... 19

AND RIGHT TO OFFSET............. ..................... 19

Cook Comty Prcfessional Swice AgremmtRevised 3-9-2015

a) Events of Default Defined ............. 19

b) Remedies

d) Suspensione) Right to Offset .......23f) Delaysg) Prepaid Fees ......23ARTTCLE 10) GENERAL CONDTTTONS .........24a) Entire Agreement .......24b) Counterparts .......25c) Contract Amendments ............... ......................25d) Governing Law and Jurisdiction............ ..........25e) Severabilityf) Assignsg) Cooperationh) Waiveri) Independent Consultant............. ......26j) Governmental Joint Purchasing Agreement ......27k) Comparable Govemment Procurement......... ....................27l) Force Majeure .......27m) No Punitive or Consequential Damages............. ...............27ARTICLE 11) NOTICES ............. .....28ARTTCLE 12) AUTHORTTY ..........29

MBE/WBE Utilization PlanEconomic Disclosure StatementSignature Page

List of Exhibits

Exhibit IExhibit 2

Exhibit 3

Exhibit 4

Exhibit 5

Exhibit 6

Exhibit 7

Attachment I

Scope of Services & Schedule of CompensationMinority and Women Owned Business Enterprise CommitmentEvidence of InsuranceIdentification of Subcontractor/Supplier/Subconsultant FormFederal ClausesCertification for Consulting or Auditing ServicesInteragency Agreement between Illinois Criminal Justice Information Authorityand Cook County

City Of Chicago ContractNo. 27586

Cook Couty Prcfessional Swice AgrwmmtRevised 3-9-2015

AGREEMENT

This Agreement is made and entered into by and between the County of Cook, a public bodycorporate of the State of Illinois, on behalf of Office of the Chief Procurement Officer hereinafterreferred to as 'oCounty" and Crowe Horwath LLP, doing business as a Limited Liability Partnershipwithin the State of Illinois hereinafter referred to as

ooConsultant", pursuant to the execution of thiscontract by the Chief Procurement Officer.

BACKGROUND

Whereas, the County, pursuant to Section 34-l4O (the "Reference Contract Ordinance") of theCook County Procurement Code, states: "If a govemmental agency has awarded a contract througha competitive method for the same or similar supplies, equipment, goods or services as that soughtby the County, the Procurement may be made from that vendor at a price or rate at least as

favorable as that obtained by that government agency without utilizing a competitive procurementmethod set forth in this Procurement Code;" and

Whereas, the City of Chicago entered into a contract on April 23,2014 for the provision of goods

and services by the Consultant for the City relative to Information Technology and RelatedServices ("the City of Chicago Contract"); which is attached heretofore as Attachment I forreference purpose only, but such attachment is not made part of or incorporated into Agreement,and in no way does such document govern the parties performance under this Agreemen! and

Whereas, the County wishes to leverage the procurement efforts of the City of Chicago; and

Whereas, the Cook County Clerk of the Circuit Court desires certain specific and similar goods

and services of the Consultant; and

Whereas, the Contractor agrees to provide to the Cook County Clerk of the Circuit Court,incorporated as Exhibit 1, Scope of Services, all on pricing and payment terms equivaleht to ormore favorable to the County than those contained in the City of Chicago Contract No. 27586 as

set forth in AttachmentNo. 1;and

Whereas, this Contract shall be effective October l,z}$through September 30,2016;and shallinclude no renewal options; and

Whereas, the Contractor's compensation shall be as set forth in Exhibit l, and shall not exceed

$99,710.00, and

Whereas, Contractor represents that it has the professional experience and expertise to providethe necessary services and further warrants that it is ready, willing and able to perform inaccordance with the terms and conditions as set forth in this Agreement.

NOW, TIIEREFORE, in consideration of the mutual promises and covenants herein contained,

the sufficiency of which is acknowledged by each of the Parties, the Consultant and the Countyagree and the information set forth is incorporated by reference herein.

TERMS AI\D CONDITIONS

ARTTCLE 1) TNCORPORATTON OF BACKGROUND

The Background information set forth above is incorporated by reference as if fully set forth here.

ARTICLE 2) DEFINITIONS

a) Definitions

The following words and phrases have the following meanings for purposes of thisAgreement:

"Additional Services" means those services which are within the general scope of Servicesof this Agreement, but beyond the description of services required under Article 3, and allservices reasonably necessary to complete the Additional Services to the standards ofperformance required by this Agreement. Any Additional Services requested by the UsingAgency require the approval of the Chief Procurement Officer in a written amendment tothis Agreement before Consultant is obligated to perform those Additional Services andbefore the County becomes obligated to pay for those Additional Services.

"Agreement" means this Professional Services Agreement, including all exhibits attachedto it and incorporated in it by reference, and all amendments, modifications or revisionsmade in accordance with its terms.

"Chief Procurement Officer" means the Chief Procurement Officer for the County ofCook and any representative duly authorized in writing to act on his behalf.

"Services" means, collectively, the services, duties and responsibilities described in Article3 of this Agreement and any and all work necessary to complete them or carry them outfully and to the standard of performance required in this Agreement.

"Subcontractor" or'(subconsultant" means any person or entity with whom Consultantcontracts to provide any part of the Services, of any tier, suppliers and materials providers,whether or not in privity with Consultant.

"Using Agency" shall mean the department of agency within Cook County includingelected officials.

b) Interpretation

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

the context clearly states otherwise.

ii) All references in this Agreement to Articles, Sections or Exhibits, unless

otherwise expressed or indicated are to the Articles, Sections or Exhibits of thisAgreement.

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

ir) Any headings preceding the text of the Articles and Sections of this Agreement,and any tables of contents or marginal notes appended to it are solely forconvenience or reference and do not constitute apartof this Agreement, nor do theyaffect the meaning, construction or effect of this Agreement.

v) Words importing the singular include the plural and vice versa. Words of themasculine gender include the correlative words of the feminine and neuter genders.

vi) All references to a number of days mean calendar days, unless expressly indicatedotherwise.

c) Incorporation of Exhibits

The following attached Exhibits are made apart of this Agreement:

Exhibit 1 Scope of Services & Schedule of CompensationExhibit 2 Minority and Women Owned Business Enterprise CommitmentExhibit 3 Evidence of InsuranceExhibit 4 Certificate for Consulting and Auditing and ldentification of

Subcontractor/Supplier/Subconsultant FormExhibit 5 Federal ClausesExhibit 6 Certification for Consulting or Auditing ServicesExhibit 7 Interagency Agreement between Illinois Criminal Justice Information

Authority and Cook County

Attachment 1 City Of Chicago Contract No. 27586

ARTICLE 3) DUTIES AI\D RESPONSIBILITIES OF CONSULTAI\T

a) Scope ofServices

This description of Services is intended to be general in nature and is neither a complete

description of Consultant's Services nor a limitation on the Services that Consultant is toprovide under this Agreement. Consultant must provide the Services in accordance withthe standards of perforrnance set forth in Section 3c. The Services that Consultant mustprovide include, but are not limited to, those described in Exhibit 1, Scope of Services &Schedule of Compensation, which is attached to this Agreement and incorporated byreference as iffully set forth here.

b) Deliverables

In carrying out its Services, Consultant must prepare or provide to the County variousDeliverables. "Deliverables" include work product, such as written reviews,recommendations, reports and analyses, produced by Consultant for the County.

The County may reject Deliverables that do not include relevant information or data, or donot include all documents or other materials specified in this Agreement or reasonablynecessary for the purpose for which the County made this Agreement or for which theCounty intends to use the Deliverables. If the County determines that Consultant has failedto comply with the foregoing standards, it has 30 days from the discovery to notifyConsultant of its failure. If Consultant does not correct the failure, if it is possible to do so,within 30 days after receipt of notice from the County specifying the failure, then theCounty, by written notice, may treat the failure as a default of this Agreement under Anicle9.

Partial or incomplete Deliverables may be accepted for review only when required for aspecific and well-defined purpose and when consented to in advance by the County. SuchDeliverables will not be considered as satisfying the requirements of this Agreement andpartial or incomplete Deliverables in no way relieve Consultant of its commitments underthis Agreement.

Standard of Performance

Consultant must perform all Services required of it under this Agreement with that degreeof skill, care and diligence normally shown by a consultant performing services of a scopeand purpose and magnitude comparable with the nature of the Services to be providedunder this Agreement.

Consultant must assure 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. Consultant must provide copiesof any such licenses. Consultant remains responsible for the professional and technicalaccuracy of all Services or Deliverables furnished, whether by Consultant or itsSubconsultants or others on its behalf. All Deliverables must be prepared in a form andcontent satisfactory to the Using Agency and delivered in a timely manner consistent withthe requirements of this Agreement.

If Consultant fails to comply with the foregoing standards, Consultant 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 theCounty does not relieve Consultant of its responsibility for the professional skill and careand technical accuracy of its Services and Deliverables. This provision in no way limitsthe County's rights against Consultant either under this Agreement, at law or in equity.

c)

d) Personnel

i) Adequate Staffing

Consultant must, upon receiving a fully executed copy of this Agreement, assign andmaintain during the term of this Agreement and any extension of it an adequate staff ofcompetent personnel that is fully equipped, licensed as appropriate, available as needed,qualified and assigned exclusively to perform the Services. Consultant must includeamong its staff the Key Personnel and positions as identified below. The level of staffingmay be revised from time to time by notice in writing from Consultant to the County andwith written consent of the County, which consent the County will not withholdunreasonably. If the County fails to object to the revision within 14 days after receiving thenotice, then the revision will be considered accepted by the County.

Key Personnel

Consultant must not reassign or replace Key Personnel without the written consent of theCounty, which consent the County will not unreasonably withhold. "Key Personnel"means those job titles and the persons assigned to those positions in accordance with theprovisions of this Section 3.d(ii). The Using Agency may at any time in writing notifyConsultant that the County will no longer accept performance of Services under thisAgreement by one or more Key Personnel listed. Upon that notice Consultant mustimmediately suspend the services of the key person or persons and must replace him orthem in accordance with the terms of this Agreement. A list of Key Personnel is found inExhibit 1, Scope of Services.

iii) Salaries and Wages

Consultant and Subconsultants must pay all salaries and wages due all employeesperforming Services under this Agreement unconditionally and at least once a monthwithout deduction or rebate on any account, except only for those payroll deductions thatare mandatory by law or are permiffed under applicable law and regulations. If in theperformance of this Agreement Consultant underpays any such salaries or wages, theComptroller for the County may withhold, out of payments due to Consultant, an amountsufficient to pay to employees underpaid the difference between the salaries or wagesrequired to be paid under this Agreement and the salaries or wages actually paid these

employees for the total number of hours worked. The amounts withheld may be disbursedby the Comptroller for and on account of Consultant to the respective employees to whomthey are due. The parties acknowledge that this Section 3.d(iiD is solely for the benefit ofthe County and that it does not grant any third party beneficiary rights.

ii)

e) Minority and Women Owned Business Enterprises Commitment

In the performance of this Agreement, including the procurement and lease of materials orequipment, Consultant must abide by the minority and women's business enterprisecommitment requirements of the Cook County Ordinance, (Article IV, Section 34-267through 272) except to the extent waived by the Compliance Director, which are set forthin Exhibit 3. Consultant's completed MBE/WBE Utilization Plan evidencing itscompliance with this requirement are a part of this Agreement, in Form-1-ofthe-I4EEAMEEUtilization Plan, upon acceptance by the Compliance Director. Consultant must utilizeminority and women's business enterprises at the greater of the amounts committed to bythe Consultant for this Agreement in accordance with Form 1 of the MBE/WBE UtilizationPlan.

f) Insurance

Prior to the effective date of this Contract, the Consultant, at its cost, shall secure and

maintain at all times, unless specified otherwise, until completion of the term of thisContract the insurance specified below.

Nothing contained in these insurance requirements is to be construed as limiting theextent of the Consultant's responsibility for payment of damages resulting from itsoperations under this Contract.

Consultant shall require all Subcontractors to provide the insurance required in thisagreement, or Contractor may provide the coverage for Subcontractors. AllSubcontractors are subject to the same insurance requirements as Contractor exceptparagraph (d) Excess Liability or unless specified otherwise.

The Cook County Department of Risk Management maintains the right to modify, delete,

alter or change these requirements.

1. Coverages(a) WorkersCompensationlnsurance

Workers'Compensation shall be in accordance with the laws of the State

of Illinois or any other applicable jurisdiction.

The Workers Compensation policy shall also include the followingprovisions:

1) Employers'Liability coverage with a limit of$500,000 each Accident$500,000 each Employee$500,000 Policy Limit for Disease

(b) Commercial General Liabilitv InsuranceThe Commercial General Liability shall be on an occuffence form basis(ISO Form CG 0001 or equivalent) to cover bodily injury, personal injuryand property damage.

(c)

The General Liability policy shall include the following coverages:

(a) All premises and operations;(b) Contractual Liability;(c) Products/Completed Operations;(d) Severability of interest/separation of insureds clause

Commercial Automobile Liability InsuranceWhen any vehicles are used in the perfornance of this contract,Consultant shall secure Automobile Liability Insurance for bodily injuryand property damage arising from the Ownership, maintenance or use ofowned, hired and non-owned vehicles with a limit no less than $1,000,000per accident.

Excess LiabilitvSuch policy shall be excess over Commercial General Liability,Automobile Liability and Employer's Liability with limits not less than

the following amounts:

Each OccurrenceGeneral AggregateCompleted Operations Aggre gate

Each OccurrenceGeneral Aggregate

$1,000,000$2,000,000$2,000,000

$1,000,000$ 1,000,000

(d)

(e) Professional / Technolosv Errors and Omissions LiabilitvConsultant shall secure Professional Liability insurance covering any and allclaims arising out of the performance or nonperfornance of professional

services for the County under this Agreement. This professional liabilityinsurance shall remain in force for the life of the Consultant's obligationsunder this Agreement, and shall have a limit of liability of not less than

$1,000,000 per occurrence. If any such policy is written on a claims made

form, the retroactive date shall be prior to or coincident with the effectivedate of this contract. Claims made form coverage, or extended reportingfollowing the expiration or termination of this contract shall be maintainedby the Consultant for a minimum of three years following the expiration orearly termination of this contract and the Consultant shall annually providethe County with proof of renewal.

(a)

Additiona I requirements

Additional Insured

The required insurance policies, with the exception of the WorkersCompensation and Professional Liability, must name Cook County, itsofficials, employees and agents as additional insureds with respect tooperations performed. Consultant's insurance shall be primary and non-contributory with any insurance maintained by Cook County. Any insuranceor self-insurance maintained by Cook County shall be excess of theConsultant's insurance and shall not contribute with it. The full policylimits and scope of protection shall apply to Cook County as an additionalinsured even if they exceed the minimum insurance limits specified above.

Oualification of Insurers

All insurance companies providing coverage shall be licensed or approvedby the Department of Insurance, State of Illinois, and shall have a financialrating no lower than (A-) VII as listed in A.M. Best's Key Rating Guide,current edition or interim report. Companies with ratings lower than (A-)VII will be acceptable only upon consent of the Cook County Departmentof Risk Management. The insurance limits required herein may be satisfiedby a combination of primary, umbrella and/or excess liability insurancepolicies.

Insurance Notices

Consultant shall endeavor to provide the Office of the Chief ProcurementOfficer with thirty (30) days advance written notice in the event anyrequired insurance will be cancelled, materially reduced or non-renewed.Consultant shall secure replacement coverage to comply with the statedinsurance requirements and provide new certificates of insurance to theOffice of the Chief Procurement Officer.

Prior to the date on which Consultant commences performance of its partof the work, Consultant shall furnish to the Office of the ChiefProcurement Officer certificates of insurance maintained by Consultant.The receipt of any certificate of insurance does not constitute agreementby the County that the insurance requirements have been fully met or thatthe insurance policies indicated on the certificate of insurance are incompliance with insurance required above.

In no event shall any failure of the County to receive certificates ofinsurance required hereof or to demand receipt of such Certificates ofInsurance be construed as a waiver of Consultant's obligations to obtaininsurance pursuant to these insurance requirements.

(b)

(c)

s)

(d) Waiver of Subrogation Endorsements

All insurance policies, with the exception of Professional Liability, mustcontain a Waiver of Subrogation Endorsement in favor of Cook County.

Indemnification

The Consultant covenants and agrees to indemnify and save harmless the County and itscommissioners, officials, employees, agents and representatives, and their respective heirs,successors and assigns, from and against any and all costs, expenses, attorney's fees, losses,damages and liabilities incurred or suffered directly or indirectly from or attributable toany claims of personal injury or of damages to tangible property arising out of or incidentto the performance or nonperformance of the Contract by the Consultant, or the acts oromissions of the officers, agents, employees, Consultants, subconsultants, licensees orinvitees of the Consultant. The Consultant expressly understands and agrees that anyPerformance Bond or insurance protection required of the Consultant, or otherwiseprovided by the Consultant, shall in no way limit or expand the responsibility to indemnifythe County as hereinabove provided.

Confidentiality and Ownership of Documents

Consultant acknowledges and agrees that information regarding this Contract is confidentialand shall not be disclosed, directly, indirectly or by implication, or be used by Consultant inany way, whether during the term of this Contract or at any time thereafter, except solely as

required in the course of Consultant's performance hereunder. Consultant shall comply withthe applicable privacy laws and regulations affecting County and will not disclose any ofCounty's records, materials, or other data to any third party. Consultant shall not have theright to compile and distribute statistical analyses and reports utilizing data derived frominformation or data obtained from County without the prior wriffen approval of County. Inthe event such approval is given, any such reports published and distributed by Consultantshall be fumished to County without charge.

All documents, data, studies, reports, work product or product created as a result of theperformance of the Contract (the "Documents") shall be included in the Deliverables andshall be the property of the County of Cook. It shall be a breach of this Contract for theConsultant to reproduce or use any documents, data, studies, reports, work product or productobtained from the County of Cook or any Documents created hereby, whether suchreproduction or use is for Consultant's own purposes or for those of any third parfy. Duringthe performance of the Contract Consultant shall be responsible of any loss or damage to theDocuments while they are in Consultant's possession, and any such loss or damage shall be

restored at the expense of the Consultant. The County and its designees shall be afforded fullaccess to the Documents and the work at all times. Consultant will maintain records(confidential or otherwise) to document and support its work.

h)

D Patents, Copyrights and Licenses

Except in the case of third-party software, Consultant shall fumish the Chief ProcurementOfficer with all licenses required for the County to utilize any software, including firmwareor middleware, provided by Consultant as part of the Deliverables. Such licenses shall be

clearly marked with a reference to the number of this County Contract. Consultant shall alsofurnish a copy of such licenses to the Chief Procurement Officer. Unless otherwise stated inthese Contract documents, such licenses shall not limit the number of persons who mayutilize the software on behalf of the County.

Consultant agrees to hold harmless and indemnify the County, its officers, agents, employeesand affiliates from and defend, as permitted by Illinois law, at its own expense (includingreasonable attorneys', accountants' and consultants' fees), any suit or proceeding broughtagainst County based upon a claim that the ownership and/or use of equipment, hardwareand software or any part thereof provided to the County or utilized in performing Consultant'sservices constitutes a known infringement of any patent, copyright or license or any otherproperty right.

In the event the use of any equipment, hardware or software or any part thereof is enjoined,Consultant with all reasonable speed and due diligence shall provide or otherwise secure forCounty, at the Consultant's election, one of the following: the right to continue use of theequipment, hardware or software; an equivalent system having the Specifications as providedin this Contract; or Consultant shall modify the system or its component parts so that theybecome non-infringing while performing in a substantially similar manner to the originalsystem, meeting the requirements of this Contract. If none ofthese remedies is commerciallyfeasible, this Contract shall be terminated and Consultant shall return all fees paid forequipment, hardware or software. This section states Consultant's entire liability forinfringement of intellectual property.

Examination of Records and Audits

The Consultant agrees that the Cook County Auditor or any of its duly authorizedrepresentatives shall, until expiration of three (3) years after the final payment under theContract, have access and the right to examine any books, documents, papers, canceledchecks, bank statements, purveyor's and other invoices, and records of the Consultant relatedto the Contract, or to Consultant's compliance with any term, condition or provision thereof.The Consultant shall be responsible for establishing and maintaining records sufftcient todocument the costs associated with performance under the terms of this Contract.

The Consultant further agrees that it shall include in all of its subcontracts hereunder a

provision to the effect that the Subcontractor agrees that the Cook County Auditor or any ofits duly authorized representatives shall, until expiration of three (3) years after final paymentunder the subcontract, have access and the right to examine any books, documents, papers,

canceled checks, bank statements, purveyor's and other invoices and records of suchSubcontractor involving transactions relating to the subcontract, or to such Subcontractorcompliance with any term, condition or provision thereunder or under the Contract.

i)

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k)

ln the event the Consultant receives payment under the Contract, reimbursement for whichis later disallowed by the County, the Consultant shall promptly refund the disallowedamount to the County on request, or at the County's option, the County may credit the amountdisallowed from the next payment due or to become due to the Consultant under any contractwith the County.

To the extent this Contract pertains to Deliverables which may be reimbursable under theMedicaid or Medicare Programs, Consultant shall retain and make available upon request,

for a period of four (4) years after furnishing services pursuant to this Agreement, thecontract, books, documents and records which are necessary to certify the nature and extentof the costs of such services if requested by the Secretary of Health and Human Servicesor the Comptroller General of the United States or any of their duly authorizedrepresentatives.

If Consultant carries out any of its duties under the Agreement through a subcontract witha related organization involving a value of cost of $10,000.00 or more over a 12 monthperiod, Consultant will cause such subcontract to contain a clause to the effect that, untilthe expiration offour years after the furnishing ofany service pursuant to said subcontract,the related organization will make available upon request of the Secretary of Health and

Human Services or the Comptroller General of the United States or any of their dulyauthorized representatives, copies of said subcontract and any books, documents, recordsand other data ofsaid related organization that are necessary to certify the nature and extentof such costs. This paragraph relating to the retention and production of documents is

included because of possible application of Section 1861(v)(1)(I) of the Social SecurityAct to this Agreement; if this Section should be found to be inapplicable, then thisparagraph shall be deemed inoperative and without force and effect.

Subcontracting or Assignment of Contract or Contract Funds

Once awarded, this Contract shall not be subcontracted or assigned, in whole or in part,

without the advance written approval of the Chief Procurement Officer, which approval shallbe granted or withheld at the sole discretion of the Chief Procurement Offrcer. In no case,

however, shall such approval relieve the Consultant from its obligations or change the termsof the Contract. The Consultant shall not transfer or assign any Contract funds or any interesttherein due or to become due without the advance written approval of the Chief ProcurementOfficer. The unauthorized subcontracting or assignment of the Contract, in whole or in part,

or the unauthorized transfer or assignment of any Contract funds, either in whole or in part,

or any interest therein, which shall be due or are to become due the Consultant shall have no

effect on the County and are null and void.

Prior to the commencement of the Contract, the Consultant shall identify in writing to theChief Procurement Officer the names of any and all Subcontractors it intends to use in theperformance of the Contract by completing the Identification of Subcontractor/Supplier/Subconsultant Form ('ISF"). The Chief Procurement Officer shall have the right todisapprove any Subcontractor. All Subcontractors shall be subject to the terms of this

11

r)

Contract. Consultant shall incorporate into all subcontracts all of the provisions of the

Contract which affect such subcontract. Copies of subcontracts shall be provided to the ChiefProcurement Officer upon request.

The Consultant must disclose the name and business address of each Subcontractor, attorney,lobbyist, accountant, consultant and any other person or entity whom the Consultant has

retained or expects to retain in connection with the Matter, as well as the nature of therelationship, and the total amount of the fees paid or estimated to be paid. The Consultant is

not required to disclose employees who are paid or estimated to be paid. The Consultant is

not required to disclose employees who are paid solely through the Consultant's regularpayroll. "Lobbyist" means any person or entity who undertakes to influence any legislationor administrative action on behalf of any person or entity other than: (1) a not-for-profitentity, on an unpaid basis, or (2), himself.

"Lobbyist" also means any person or entity any part of whose duties as an employee ofanother includes undertaking to influence any legislative or administrative action. If theConsultant is uncertain whether a disclosure is required under this Section, the Consultantmust either ask the County, whether disclosure is required or make the disclosure.

The County reserves the right to prohibit any person from entering any County facility forany reason. All Consultants and Subcontractor of the Consultant shall be accountable to theChief Procurement Officer or his designee while on any County property and shall abide byall rules and regulations imposed by the County.

Professional Social Services

In accordance with 34-146, of the Cook County Procurement Code, all Consultants orproviders providing services under a Professional Social Service Contracts or ProfessionalSocial Services Agreements, shall submit an annual performance report to the Using Agency,i.e., the agency for whom the Consultant or provider is providing the professional socialservices, that includes but is not limited to relevant statistics, an empirical analysis whereapplicable, and a written narrative describing the goals and objectives of the contract oragreement and programmatic outcomes. The annual performance report shall be providedand reported to the Cook County Board of Commissioners by the applicable Using Agencywithin forty-five days of receipt. Failure of the Consultant or provider to provide an annualperformance report will be considered a breach of contract or agreement by the Consultantor provider, and may result in termination of the Contract or agreement.

For purposes of this Section, a Professional Social Service Contract or Professional SocialService Agreement shall mean any contract or agreement with a social service provider,including other governmental agencies, nonproflrt organizations, or for profit business

enterprises engaged in the field of and providing social services, juvenile justice, mentalhealth treatment, altemative sentencing, offender rehabilitation, recidivism reduction, fostercare, substance abuse treatment, domestic violence services, community transitioningservices, intervention, or such other similar services which provide mental, social orphysicaltreatment and services to individuals. Said Professional Social Service Contracts or

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a)

b)

Professional Social Service Agreements do not include CCHHS managed care contracts thatCCHHS may enter into with health care providers.

ARTICLE 4) TERM OF PERFORMANCE

Term of Performance

This Agreement takes effect upon the execution of this contract by the Chief ProcurementOfficer and its term shall begin on October 1,2015 ("Effective Date") and continue untilSeptember 30,2016 or until this Agreement is terminated in accordance with its terms,whichever occurs first.

Timeliness of Performance

Consultant must provide the Services and Deliverables within the term and withinthe time liinits required under this Agreement, pursuant to the provisions of Section4.a and Exhibit 1. Further, Consultant acknowledges that TIME IS OF THEESSENCE and that the failure of Consultant to comply with the time limitsdescribed in this Article 4.b, when solely caused by the Consultant, may result ineconomic or other losses to the County.

Neither Consultant nor Consultant's agents, employees nor Subcontractors areentitled to any damages from the County, nor is any party entitled to be reimbursedby the County, for damages, charges or other losses or expenses incurred byConsultant by reason of delays or hindrances in the performance of the Services,whether or not caused by the County.

c) Agreement Extension Option

The Chief Procurement Officer may at any time before this Agreement expires elect torenew this Agreement under the same terms and conditions as this original Agreement,except as provided otherwise in this Agreement, by notice in writing to Consultant. Afternotification by the Chief Procurement Officer, this Agreement must be modified to reflectthe time extension in accordance with the provisions of Section 10.c.

ARTICLE 5) COMPENSATION

a) Basis of Payment

The County will pay Consultant according to the Schedule of Compensation in the attachedExhibit I for the successful completion of services.

b) Method of Payment

All invoices submitted by the Consultant shall be in accordance with the cost provisionscontained in the Agreement and shall contain a detailed description of the Deliverables,including the quantity of the Deliverables, for which payment is requested. All invoices

i)

ii)

13

c)

for services shall include itemized entries indicating the date or time period in which theservices were provided, the amount of time spent performing the services, and a detaileddescription of the services provided during the period of the invoice. All invoices shallreflect the amounts invoiced by and the amounts paid to the Consultant as of the date ofthe invoice. Invoices for new charges shall not include "past due" amounts, if any, whichamounts must be set forth on a separate invoice. Consultant shall not be entitled to invoicethe County for any late fees or other penalties.

In accordance with Section 34-177 of the Cook County Procurement Code, the County shallhave a right to set offand subtract from any invoice(s) or Contract price, a sum equal to anyfines and penalties, including interest, for any tax or fee delinquency and any debt orobligation owed by the Consultant to the County.

The Consultant acknowledges its duty to ensure the accuracy of all invoices submitted to theCounty for payment. By submitting the invoices, the Consultant certifies that all itemizedentries set forth in the invoices are true and correct. The Consultant acknowledges that bysubmitting the invoices, it certifies that it has delivered the Deliverables, i.e., the goods,supplies, services or equipment set forth in the Agreement to the Using Agency, or that it hasproperly performed the services set for"th in the Agreement. The invoice must also reflectthe dates and amount of time expended in the provision of services under the Agreement.The Consultant acknowledges that any inaccurate statements or negligent or intentionalmisrepresentations in the invoices shall result in the County exercising all remedies availableto it in law and equity including, but not limited to, a delay in payment or non-payment tothe Consultant, and reporting the matter to the Cook County Office of the IndependentInspector General.

When a Consultant receives any payment from the County for any supplies, equipment,goods, or services, it has provided to the County pursuant to its Agreement, the Consultantmust make payment to its Subcontractors within 15 days after receipt of payment from theCounty, provided that such Subcontractor has satisfactorily provided the supplies,equipment, goods or services in accordance with the Contract and provided the Consultantwith all of the documents and information required of the Consultant. The Consultant maydelay or postpone payment to a Subcontractor when the Subcontractor's supplies,equipment, goods, or services do not comply with the requirements of the Contract, theConsultant is acting in good faith, and not in retaliation for a Subcontractor exercising legalor contractual rights.

Funding

The source of funds for payments under this Agreement is identified in Exhibit 1, Scheduleof Compensation. Payments under this Agreement must not exceed the dollar amountshown in Exhibit I without a written amendment in accordance with Section 10.c. TheConsultant acknowledges that this Agreement is funded pursuant to an InteragencyAgreement between the Illinois Criminal Justice Information Authority ("ICJIA") andCook County, which is attached hereto as Exhibit 7.

t4

d) Non-Appropriation

If no funds or insufficient funds are appropriated and budgeted in any fiscal period of theCounty for payments to be made under this Agreement, then the County will notifyConsultant in writing of that occurrence, and this Agreement will terminate on the earlierof the last day of the fiscal period for which sufficient appropriation was made or wheneverthe funds appropriated for payment under this Agreement are exhausted. Payments forServices completed to the date of notification will be made to Consultant. No paymentswill be made or due to Consultant and under this Agreement beyond those amountsappropriated and budgeted by the County to fund payments under this Agreement.

Taxes

Federal Excise Tax does not apply to materials purchased by the County by virtue ofExemption Certificate No. 36-75-0038K. Illinois Retailers' Occupation Tax, Use Tax andMunicipal Retailers' Occupation Tax do not apply to deliverables, materials or servicespurchased by the County by virtue of statute. The price or prices quoted herein shall includeany and all other federal and/or state, direct and/or indirect taxes which apply to this Contract.The County's State of Illinois Sales Tax Exemption Identification No. is E-9998-2013-07.

Price Reduction

If at any time after the contract award, Consultant makes a general price reduction in theprice of any of the Deliverables, the equivalent price reduction based on similar quantitiesand/or considerations shall apply to this Contract for the duration of the Contract period. Forpurposes of this Section 5.f., Price Reduction, a general price reduction shall includereductions in the effective price charged by Consultant by reason of rebates, financialincentives, discounts, value points or other benefits with respect to the purchase of theDeliverables. Such price reductions shall be effective at the same time and in the same

manner as the reduction Consultant makes in the price of the Deliverables to its prospectivecustomers generally.

Consultant Credits

To the extent the Consultant gives credits toward future purchases of goods or services,financial incentives, discounts, value points or other benefits based on the purchase ofthematerials or services provided for under this Contract, such credits belong to the County andnot any specific Using Agency. Consultant shall reflect any such credits on its invoices andin the amounts it invoices the County.

ARTICLE 6) DISPUTES

Any dispute arising under the Contract between the County and Consultant shall be decided by theChief Procurement Officer. The complaining party shall submit a written statement detailing thedispute and specifying the specific relevant Contract provision(s) to the Chief Procurement Officer.Upon request of the Chief Procurement Officer, the party complained against shall respond to the

e)

f)

s)

15

complaint in writing within five days of such request. The Chief Procurement Officer will reduce

her decision to writing and mail or otherwise fumish a copy thereof to the Consultant. Disputeresolution as provided herein shall be a condition precedent to any other action at law or in equity.However, unless a notice is issued by the Chief Procurement Officer indicating that additional timeis required to review a dispute, the parties may exercise their contractual remedies, if any, if no

decision is made within sixty (60) days following notification to the Chief Procurement Officer of adispute. No inference shall be drawn from the absence of a decision by the Chief ProcurementOfficer.

Notwithstanding a dispute, Consultant shall continue to discharge all its obligations, duties andresponsibilities set forth in the Contract during any dispute resolution proceeding unless otherwiseagreed to by the County in writing.

ARTICLE 7) COOPERATION WITH INSPECTOR GENERAL AND COMPLIAI\CEWITH ALL LAWS

The Consultant, Subcontractor, licensees, grantees or persons or businesses who have a Countycontract, grant, license, or certification of eligibility for County contracts shall abide by all of theapplicable provisions of the Offrce of the Independent Inspector General Ordinance (Section 2-281

et. seq. of the Cook County Code of Ordinances). Failure to cooperate as required may result inmonetary and/or other penalties.

The Consultant shall observe and comply with the laws, ordinances, regulations and codes of the

Federal, State, County and other local government agencies which may in any manner affect theperformance of the Contract including, but not limited to, those County Ordinances set forth in theCertifications attached hereto and incorporated herein. Assurance of compliance with thisrequirement by the Consultant's employees, agents or Subcontractor shall be the responsibility ofthe Consultant.

The Consultant shall secure and pay for all federal, state and local licenses, permits and fees requiredhereunder.

ARTICLE 8) SPECIAL CONDITIONS

a) Warranties and Representations

In connection with signing and carrying out this Agreement, Consultant:

i) warrants that Consultant is appropriately licensed under Illinois law to performthe Services required under this Agreement and will perform no Services for whicha professional license is required by law and for which Consultant is notappropriately licensed;

ii) warrants it is financially solvent; it and each of its employees, agents and

Subcontractors of any tier are competent to perform the Services required underthis Agreement; and Consultant is legally authorized to execute and perform or

16

vii)

cause to be performed this Agreement under the terms and conditions stated in thisAgreement;

warrants that it will not knowingly use the services of any ineligible consultant orSubcontractor for any purpose in the performance of its Services under thisAgreement;

warrants that Consultant and its Subcontractors are not in default at the time thisAgreement is signed, and has not been considered by the Chief Procurement Officerto have, within 5 years immediately preceding the date of this Agreement, been

found to be in default on any contract awarded by the County;

represents that it has carefully examined and analyzed the provisions and

requirements of this Agreement; it understands the nature of the Services required;from its own analysis it has satisfied itself as to the nature of all things needed forthe performance of this Agreement; this Agreement is feasible of performance inaccordance with all of its provisions and requirements, and Consultant warrants itcan and will perform, or cause to be performed, the Services in strict accordance

with the provisions and requirements of this Agreement;

represents that Consultant and, to the best of its knowledge, its Subcontractors are

not in violation of the provisions of the Illinois Criminal Code, 720ILCS 51338 as

amended;and

acknowledges that any certification, affidavit or acknowledgment made under oath

in connection with this Agreement is made under penalty of perjury and, if false, isalso cause for termination under Sections 9.a and 9.c.

b) Ethics

i) In addition to the foregoing warranties and representations, Consultant warrants:

(l) no officer, agent or employee of the County is employed by Consultant orhas a financial interest directly or indirectly in this Agreement or thecompensation to be paid under this Agreement except as may be permittedin writing by the Board of Ethics.

(2) no payment, gratuity or offer of employment will be made in connectionwith this Agreement by or on behalf of any Subcontractors to the primeConsultant or higher tier Subcontractors or anyone associated with them, as

an inducement for the award of a subcontract or order.

c) Joint and Several Liability

If Consultant, or its successors or assigns, if any, is comprised of more than one individualor other legal entity (or a combination of them), then under this Agreement, each and

iii)

iv)

v)

vi)

L1

d)

without limitation every obligation or undertaking in this Agreement to be fulfilled orperformed by Consultant is the joint and several obligation or undertaking of each suchindividual or other legal entity.

Conflicts of Interest

No member of the governing body of the County or other unit of government andno other officer, employee or agent of the County or other unit of government whoexercises any functions or responsibilities in connection with the Services to whichthis Agreement pertains is permitted to have any personal interest, direct or indirect,in this Agreement. No member of or delegate to the Congress of the United States

or the Illinois General Assembly and no Commissioner of the Cook County Boardor County employee is allowed to be admitted to any share or part of this Agreementor to any financial benefit to arise from it.

Consultant covenants that it, and to the best of its knowledge, its Subcontractors ifany (collectively, "Consulting Parties"), presently have no direct or indirectinterest and will not acquire any interest, direct or indirect, in any project or contractthat would conflict in any manner or degree with the performance of its Servicesunder this Agreement.

If Consultant becomes aware of a conflict, it must immediately notify the County.

Without limiting the foregoing, if the Consulting Parties assist the County indetermining the advisability or feasibility of a project or in recommending,researching, preparing, drafting or issuing a request for proposals or bidspecifications for a project, the Consulting Parties must not participate, directly orindirectly, as a prime, Subcontractor or joint venturer in that project or in thepreparation of a proposal or bid for that project during the term of this Agreementor afterwards. The Consulting Parties may, however, assist the County in reviewingthe proposals or bids for the project if none of the Consulting Parties have a

relationship with the persons or entities that submitted the proposals or bids for thatproject.

The Consultant further covenants that, in the performance of this Agreement, noperson having any conflicting interest will be assigned to perform any Services orhave access to any confidential information, as defined in Section 3.h of thisAgreement. If the County, by the Chief Procurement Officer in his reasonablejudgment, determines that any of Consultant's Services for others conflict with theServices Consultant is to render for the County under this Agreement, Consultantmust terminate such other services immediately upon request of the County.

Furthermore, if any federal funds are to be used to compensate or reimburseConsultant under this Agreement, Consultant represents that it is and will remainin compliance with federal restrictions on lobbying set forth in Section 319 of theDepartment of the Interior and Related Agencies Appropriations Act for Fiscal year

i)

ii)

iii)

iv)

v)

vi)

1B

1990,31 U.S.C. $ 1352, and related rules and regulations set forth at 54 Fed. Reg.

52,309 ff. (1989), as amended. If federal funds are to be used, Consultant mustexecute a Certification Regarding Lobbying, which will be attached as an exhibitand incorporated by reference as if fully set forth here.

e) Non-Liability of Public Officials

Consultant and any assignee or Subcontractor of Consultant must not charge any official,employee or agent of the County personally with any liability or expenses of defense orhold any official, employee or agent of the County personally liable to them under any termor provision of this Agreement or because of the County's execution, attempted executionor any breach of this Agreement

ARTICLE 9) EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSIONANID RIGHT TO OFFSET

a) Events of Default Defined

The following constitute events of default:

i) Any material misrepresentation, whether negligent or willful and whether in theinducement or in the performance, made by Consultant to the County.

ii) Consultant's material failure to perform any of its obligations under thisAgreement including the following:

(a) Failure due to a reason or circumstances within Consultant's reasonablecontrol to perform the Services with sufficient personnel and equipment orwith sufficient material to ensure the performance of the Services;

(b) Failure to perform the Services in a manner reasonably satisfactory to theChief Procurement Officer or inability to perform the Services satisfactorilyas a result of insolvency, filing for bankruptcy or assignment for the benefitof creditors;

(c) Failure to promptly re-perform within a reasonable time Services that wererejected as erroneous or unsatisfactory;

(d) Discontinuance of the Services for reasons within Consultant's reasonablecontrol; and

(e) Failure to comply with any other material term of this Agreement,including the provisions concerning insurance and nondiscrimination.

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iii)

iv)

v)

vi)

vii)

Any change in ownership or control of Consultant without the prior writtenapproval of the Chief Procurement Officer, which approval the Chief ProcurementOfhcer will not unreasonably withhold.

Consultant's default under any other agreement it may presently have or may enterinto with the County during the life of this Agreement. Consultant acknowledgesand agrees that in the event of a default under this Agreement the County may alsodeclare a default under any such other Agreements.

Failure to comply with Article 7 in the performance of the Agreement.

Consultant's repeated or continued violations of County ordinances unrelated toperformance under the Agreement that in the opinion of the Chief ProcurementOfficer indicate a willful or reckless disregard for County laws and regulations.

County's material breach of this Agreement that is not cured by the County or acure is not being diligently pursued by the County within ninety (90) days afterwritten notice has been given by Consultant to the County, setting forth the natureofsuch breach.

Remedies

The occurrence of any event of default permits the County, atlhe County's sole option, todeclare Consultant in default. The Chief Procurement Officer may in his sole discretiongive Consultant an opportunity to cure the default within a certain period of time, whichperiod of time must not exceed 30 days, unless extended by the Chief Procurement Officer.Whether to declare Consultant in default is within the sole discretion of the ChiefProcurement Officer and neither that decision nor the factual basis for it is subject to reviewor challenge under the Disputes provision of this Agreement.

The Chief Procurement Officer will give Consultant written notice of the default, either inthe form of a cure notice ("Cure Notice"), or, if no opportunity to cure will be granted, adefault notice ("Default Notice"). If the Chief Procurement Officer gives a DefaultNotice, he will also indicate any present intent he may have to terminate this Agreement,and the decision to terminate (but not the decision not to terminate) is final and effectiveupon giving the notice. The Chief Procurement Officer may give a Default Notice ifConsultant fails to affect a cure within the cure period given in a Cure Notice. When aDefault Notice with intent to terminate is given as provided in this Section 9.b and ArticleI 1, Consultant must discontinue any Services, unless otherwise directed in the notice, anddeliver all materials accumulated in the performance of this Agreement, whether completedor in the process, to the County. After giving a Default Notice, the County may invokeany or all of the following remedies:

i) The right to take over and complete the Services, or any part of them. If the Countyhas deemed to be in Default, because it has failed to cure the material breach withinthe time as specified in Article 9(a)(vii), Consultant shall have the right to terminate

b)

20

ii)

i ii)

iv)

v)

this Conhact upon not less than thirty (30) days prior written notice to the County,which notice shall be set forth the effective date of termination.

The right to terminate this Agreement as to any or all of the Services yet to beperformed effective at a time specified by the County;

The right of specific performance, an injunction or any other appropriate equitableremedy;

The right to money damages;

The right to withhold all or any part of Consultant's compensation under thisAgreement;

vi) The right to consider Consultant non-responsible in future contracts to be awardedby the County.

If the Chief Procurement Officer considers it to be in the County's best interests, he mayelect not to declare default or to terminate this Agreement. The parties acknowledge thatthis provision is solely for the benefit of the County and that if the County permitsConsultant to continue to provide the Services despite one or more events of default,Consultant is in no way relieved of any of its responsibilities, duties or obligations underthis Agreement, nor does the County waive or relinquish any of its rights.

The remedies under the terms of this Agreement are not intended to be exclusive of anyother remedies provided, but each and every such remedy is cumulative and is in additionto any other remedies, existing now or later, at law, in equity or by statute. No delay oromission to exercise any right or power accruing upon any event of default impairs anysuch right or power, nor is it a waiver of any event of default nor acquiescence in it, and

every such right and power may be exercised from time to time and as often as the Countyconsiders expedient.

Early Termination

In addition to termination under Sections 9.a and 9.b of this Agreement, the County mayterminate this Agreement, or all or any portion of the Services to be performed under it, at

any time by a notice in writing from the County to Consultant. The County will give noticeto Consultant in accordance with the provisions of Article 1 1. The effective date oftermination will be the date the notice is received by Consultant or the date stated in thenotice, whichever is later. If the County elects to terminate this Agreement in full, allServices to be provided under it must cease and all materials that may have beenaccumulated in performing this Agreement, whether completed or in the process, must be

delivered to the County effective 10 days after the date the notice is considered received as

provided under Article 11 of this Agreement (if no date is given) or upon the effective date

stated in the notice.

c)

27

d)

After the notice is received, Consultant must restrict its activities, and those of itsSubcontractors, to winding down any reports, analyses, or other activities previouslybegun. No costs incurred after the effective date of the termination are allowed. Paymentfor any Services actually and satisfactorily performed before the effective date of thetermination is on the same basis as set forth in Article 5, but if any compensation isdescribed or provided for on the basis of a period longer than l0 days, then thecompensation must be prorated accordingly. No amount of compensation, however, ispermitted for anticipated profits on unperformed Services. The County and Consultantmust attempt to agree on the amount of compensation to be paid to Consultant, but if notagreed on, the dispute must be settled in accordance with Article 6 of this Agreement. Thepayment so made to Consultant is in full settlement for all Services satisfactorily performedunder this Agreement.

Consultant must include in its contracts with Subcontractors an early termination provisionin form and substance equivalent to this early termination provision to prevent claimsagainst the County arising from termination of subcontracts after the early termination.Consultant will not be entitled to make any early termination claims against the Countyresulting from any Subcontractor's claims against Consultant or the County to the extentinconsistent with this provision.

If the County's election to terminate this Agreement for default under Sections 9.a and 9.bis determined in a court of competent jurisdiction to have been wrongful, then in that case

the termination is to be considered to be an early termination under this Section 9.c.

Suspension

The County may at any time request that Consultant suspend its Services, or any part ofthem, by giving 15 days prior written notice to Consultant 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. Within ten (10) days, unless otherwise agreed to by the parties,Consultant must promptly resume its performance of the Services under the same termsand conditions as stated in this Agreement upon written notice by the Chief ProcurementOfficer and such equitable extension of time as may be mutually agreed upon by the ChiefProcurement Officer and Consultant when necessary for continuation or completion ofServices. Any additional costs or expenses actually incurred by Consultant as a result ofrecommencing the Services must be treated in accordance with the compensationprovisions under Article 5 of this Agreement.

No suspension of this Agreement is permitted in the aggregate to exceed a period of 45

days within any one year of this Agreement. If the total number of days of suspensionexceeds 45 days, Consultant by written notice may treat the suspension as an earlytermination of this Agreement under Section 9.c.

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e) Right to Offset

In connection with performance under this Agreement, the County may offset any excesscosts incurred:

if the County terminates this Agreement for default or any other reason resultingfrom C onsultant' s perform ance or non -performance ;

if the County exercises any of its remedies under Section 9.b of this Agreement;or

iii) if the County has any credits due or has made any ovefpayments under thisAgreement.

The County may offset these excess costs by use of any payment due for Servicescompleted before the County terminated this Agreement or before the County exercisedany remedies. If the amount offset is insufficient to cover those excess costs, Consultant isliable for and must promptly remit to the County the balance upon written demand for it.This right to offset is in addition to and not a limitation of any other remedies available tothe County.

Delays

Consultant agrees that no charges or claims for damages shall be made by Consultant for any

delays or hindrances from any cause whatsoever during the progress of any portion of thisContract. In the event payment is not made by the County in accordance with the paymentschedule as described in Exhibit I attached hereto, Consultant shall provide notice of latepayment to County and County shall have sixty (60) days after receipt of such notice to makethe payment. In the event payment is not made by the end of the sixty (60) day time period,Consultant may cease work without penalty until such payment is made. Provided, however,that in the event of a pending dispute as set forth in Article 6, Consultant shall continueperforming its obligations under this Agreement.

Prepaid Fees

In the event this Contract is terminated by either party, for cause or otherwise, and the Countyhas prepaid for any Deliverables, Consultant shall refund to the County, on a prorated basis

to the effective date of termination, all amounts prepaid for Deliverables not actuallyprovided as of the effective date ofthe termination. The refund shall be made within fourteen(14) days ofthe effective date of termination.

i)

ii)

0

s)

Z5

a) Entire Agreement

ARTTCLE 10) GENERAL CONDTTTONS

(d)

(e)

(0

the nature of the Services to be performed;

the nature, quantity, quality or volume of any materials, equipment, laborand other facilities needed for the performance of this Agreement;

the general conditions which may in any way affect this Agreement or itsperformance;

the compensation provisions of this Agreement; or

any other matters, whether similar to or different from those referred to in(a) through (e) immediately above, affecting or having any connection withthis Agreement, its negotiation, any discussions of its performance or those

employed or connected or concerned with it.

i)

iD

General

This Agreement, and the exhibits attached to it and incorporated in it, constitute theentire agreement between the parties and no other warranties, inducements,considerations, promises or interpretations are implied or impressed upon thisAgreement that are not expressly addressed in this Agreement.

No Collateral Agreements

Consultant acknowledges that, except only for those representations, statements orpromises expressly contained in this Agreement and any exhibits attached to it andincorporated by reference in it, no representation, statement or promise, oral or inwriting, of any kind whatsoever, by the County, its officials, agents or employees,has induped Consultant to enter into this Agreement or has been relied upon byConsultant, including any with reference to:

(a) the meaning, correctness, suitability or completeness of any provisions orrequirements of this Agreement;

(b)

(c)

iii) No Omissions

Consultant acknowledges that Consultant was given an opportunity to review alldocuments forming this Agreement before signing this Agreement in order that itmight request inclusion in this Agreement of any statement, representation, promiseor provision that it desired or on that it wished to place reliance. Consultant did so

review those documents, and either every such statement, representation, promiseor provision has been included in this Agreement or else, if omitted, Consultant

24

b)

c)

relinquishes the benefit of any such omitted statement, representation, promise orprovision and is willing to perform this Agreement in its entirety without claimingreliance on it or making any other claim on account of its omission.

Counterparts

This Agreement is comprised of several identical counterparts, each to be fully signed bythe parties and each to be considered an original having identical legal effect.

Contract Amendments

The parties may during the term of the Contract make amendments to the Contract but onlyas provided in this section. Such amendments shall only be made by mutual agreement inwriting.

In the case of Contracts not approved by the Board, the Chief Procurement Officer mayamend a contract provided that any such amendment does not extend the Contract by morethan one (1) year, and further provided that the total cost of all such amendments does notincrease the total amount of the Contract beyond $150,000. Such action may only be madewith the advance written approval of the Chief Procurement Officer. If the amendmentextends the Contract beyond one (l) year or increases the total award amount beyond$150,000, then Board approval will be required.

No Using Agency or employee thereof has authority to make any amendments to thisContract. Any amendments to this Contract made without the express written approval ofthe Chief Procurement Officer is void and unenforceable.

Consultant is hereby notified that, except for amendments which are made in accordancewith this Sectionl0.c. Contract Amendments, no Using Agency or employee thereof has

authority to make any amendment to this Contract.

Governing Law and Jurisdiction

This Contract shall be governed by and construed underthe laws ofthe State of Illinois. TheConsultant irrevocably agrees that, subject to the County's sole and absolute election to thecontrary, any action or proceeding in any way, manner or respect arising out of the Contract,or arising from any dispute or controversy arising in connection with or related to theContract, shall be litigated only in courts within the Circuit Court of Cook County, State ofIllinois, and the Consultant consents and submits to the jurisdiction thereof. In accordancewith these provisions, Consultant waives any right it may have to transfer or change thevenue of any litigation brought against it by the County pursuant to this Contract.

Severability

If any provision of this Agreement is held or considered to be or is in fact invalid, illegal,inoperative or unenforceable as applied in any particular case in any jurisdiction or in allcases because it conflicts with any other provision or provisions of this Agreement or of

d)

e)

z5

f)

s)

any constitution, statute, ordinance, rule of law or public policy, or for any other reason,

those circumstances do not have the effect of rendering the provision in question invalid,illegal, inoperative or unenforceable in any other case or circumstances, or of renderingany other provision or provisions in this Agreement invalid, illegal, inoperative orunenforceable to any extent whatsoever. The invalidity, illegality, inoperativeness orunenforceability of any one or more phrases, sentences, clauses or sections in thisAgreement does not affect the remaining portions of this Agreement or any part of it.

Assigns

All of the terms and conditions of this Agreement are binding upon and inure to the benefitofthe parties and their respective legal representatives, successors and assigns.

Cooperation

Consultant must at all times cooperate fully with the County and act in the County's bestinterests. If this Agreement is terminated for any reason, or if it is to expire on its ownterms, Consultant must make every effort to assure an orderly transition to anotherproviderof the Services, if any, orderly demobilization of its own operations in connection with theServices, uninterrupted provision of Services during any transition period and mustotherwise comply with the reasonable requests and requirements of the Using Agency inconnection with the termination or expiration.

Waiver

Nothing in this Agreement authorizes the waiver of a requirement or condition contrary tolaw or ordinance or that would result in or promote the violation of any federal, state orlocal law or ordinance.

Whenever under this Agreement the County by a proper authority waives Consultant'sperformance in any respect or waives a requirement or condition to either the County's orConsultant's performance, the waiver so granted, whether express or implied, only appliesto the particular instance and is not a waiver forever or for subsequent instances of theperformance, requirement or condition. No such waiver is a modification of thisAgreement regardless of the number of times the County may have waived theperformance, requirement or condition. Such waivers must be provided to Consultant inwriting.

Independent Consultant

This Agreement is not intended to and will not constitute, create, give rise to, or otherwiserecognize a joint venture, partnership, corporation or other formal business association ororganization of any kind between Consultant and the County. The rights and theobligations of the parties are only those expressly set forth in this Agreement. Consultantmust perform under this Agreement as an independent Consultant and not as arepresentative, employee, agent, or partner of the County.

h)

Zb

i)

This Agreement is between the County and an independent Consultant and, if Consultantis an individual, nothing provided for under this Agreement constitutes or implies an

employer-employee relationship such that:

i) The County will not be liable under or by reason of this Agreement forthe paymentof any compensation award or damages in connection with the Consultantperforming the Services required under this Agreement.

ii) Consultant is not entitled to membership in the County Pension Fund, GroupMedical Insurance Program, Group Dental Program, Group Vision Care, GroupLife Insurance Program, Deferred Income Program, vacation, sick leave, extendedsick leave, or any other benefits ordinarily provided to individuals employed andpaid through the regular payrolls of the County.

ir) The County is not required to deduct or withhold any taxes, FICA or otherdeductions from any compensation provided to the Consultant.

Governmental Joint Purchasing Agreement

Pursuant to Section 4 of the Illinois Governmental Joint Purchasing Act (30 ILCS 525) andthe Joint Purchase Agreement approved by the Cook County Board of Commissioners(April 9, 1965), other units of govemment may purchase goods or services under thiscontract.

In the event that other agencies participate in a joint procurement, the County reserves theright to renegotiate the price to accommodate the larger volume.

Comparable Government Procurement

As permitted by the County of Cook, other government entities, if authorizedby law, maywish to purchase the goods, supplies, services or equipment under the same terms andconditions contained in this Contract (i.e., comparable government procurement). Eachentity wishing to reference this Contract must have prior authorization from the County ofCook and the Consultant. If such participation is authorized, all purchase orders will beissued directly from and shipped directly to the entity requiring the goods, supplies,equipment or services supplies/services. The County shall not be held responsible for anyorders placed, deliveries made or payment for the goods, supplies, equipment or servicessupplies/services ordered by these entities. Each entity reserves the right to determine theamount of goods, supplies, equipment or services it wishes to purchase under this Contract.

Force Majeure

Neither Consultant nor County shall be liable for failing to fulfill any obligation under thisContract if such failure is caused by an event beyond such party's reasonable control andwhich is not caused by such party's fault or negligence. Such events shall be limited to actsof God, acts of war, fires, lightning, floods, epidemics, or riots.

k)

r)

21

m) Limitation of LiabilifyExcept where it has been determined in a judicial proceeding that Consultant acted withgross negligence or willful misconduct, Consultant's liability to County hereunder fordamages, regardless of the legal theory of the claim (including negligence), shall notexceed the amount actually paid to Consultant under this Agreement and such claim for areturn of amounts paid shall be County's exclusive remedy for any damages. Thislimitation of liability is intended to apply to the full extent allowed by law. This limitationof liability shall also apply after termination of this Agreement.

No Punitive or Consequential DamagesSubject to Section m above, neither party shall be liable to the other party for any special,indirect, consequential, incidental, exemplary or punitive damages. Neither party shall beliable to the other party for any lost profits, lost savings or lost business opportunity. Thislimitation of liability is intended to apply to the fullest extent allowed by law, regardlessof the grounds for or nature of any claim asserted (including negligence). This limitationshall also apply after termination of this Agreement.

ARTICLE 11) NOTTCES

All notices required pursuant to this Contract shall be in writing and addressed to the partiesat their respective addresses set forth below. All such notices shall be deemed duly given ifhand delivered or if deposited in the United States mail, postage prepaid, registered orcertified, retum receipt requested. Notice as provided herein does not waive service ofsummons or process.

If to the County:

n)

and

Office of the Clerk of the Circuit Court69 West Washington, Suite 2500Chicago, Illinois 60602Attention: Chief Information Officer * Management Info. Systems

Cook County Chief Procurement Officer118 North Clark Street. Room 1018Chicago, Illinois 60602(Include County Contract Number on all notices)

Crowe Horwath LLC225 West Wacker Drive, Suite 2600Chicago, Illinois 60606Attention: Mr. Bob Dobis

If to Consultant:

Changes in these addresses must be in writing and delivered in accbrdance with theprovisions of this Article I 1. Notices delivered by mail are considered received three daysafter mailing in accordance with this Article 11. Notices delivered personally are

considered effective upon receipt. Refusal to accept delivery has the same effect as receipt.

2B

ARTTCLE 12) AUTHORTTY

Execution of this Agreement by Consultant is authorizedby a resolution of its Board ofDirectors, if a corporation, or similar governing document, and the signature(s) of eachperson signing on behalf of Consultant have been made with complete and full authorityto commit Consultant to all terms and conditions of this Agreement, including each andevery representation, certification and warranty contained in it, including therepresentations, certifications and warranties collectively incorporated by reference in it.

29

MBEIWBS UTIL|SAT|ON PLAN -FoRM 1

BIDDER PROPOSER HEREBY STATES lhat dl MBE/WBE firms included in tris Plan are ertihed MBkIWBEs by at least ona of the entities lisbd in tlre GerreralConditisns-Sectbn 19.

L BIDDERTPROPOSER lrBEt$rBE STATUS: (check the appropriate tine)

BidderlPropoee is a cerlilied MBE or WBE firm. (lf so, attach mpy of cunent Letler of Cerlification)

Bidder/Proposer is a Joint Venture and one or more Joint Venture parlners are cerlified MBEs or WBEs. (lf so, attaci copies of Lette(s) ofCertiRcation, a copy ol Joint Venlure Agrcement clearly describirq lte role of the MBEI{VBE firm(s) and ib omrership inbrest in ths iointVenture and a comdeted Joint Venture Affidavit - available online at @Bidder/Proposer ls nd a cortifred MBE or WBE finn, nor a Joint Venture niilr MBEIWBE partners, but will utilize MBE and WBE firms silherdhectly or indirectly in the perfomance sf the Conhacl (lf sq mrnplete Seclions ll belon and the Lette(s) of lntent - Form 2).

[1] DinctPartbipationolltltsElWBEFtrms t] hdirec't Participation of ldBElI{BE Firms

NOTE: Where goals havs not beon achiared through dlrect paillcipdon, BidderlProposer shall include docurpntdion outlining eftors toachieve Direct Participdion at the time of BldlProposal submbsion. lndirect Parlicipation will onty be considered after all efforta toaehleve Dlrect Particlpaton have bean exhauated. @rly after written documenhtion of Good Faith Efiottr la recaived will lndiectParticlpatlon be consldercd.

MBEsMBEs tnt will perform as subconlrac,tordsupplbrs/consultants include the followingl

MBE/WBE Firm: Catalyst Consulting Group, lnc.

Addres: 211 W. Wacker, Suite 450 Chicago, lllinois 60606

g-6;1 tim.smith@catconsult.com

Contad pereon: Tim Smith prrone: 31?.920.9!!Q

,/

DollarArnotrnt Participation: $ 11 $ 8n 'Petcent Amount of Participalion:

'Letter of lntent attafied?

17.5 o1o

'Cunent Letter of Gertification attrched?Yesy'-Yes- -1--

MBUVYBE Firm:

Mdress:

Contacil Person: Phone:

No

No

Dollar Amount Participdion: $

Percent AmoJnt of Participation;

.Ldter of lntent attadFd?

'Cunent Letter d Certificalion attadref?

Attectt ddltional siee{s as needed

' L$er(r) ol h&r$ and arrent Lrfiar of Gcrtfficrtbn must b€ rubmlitsd at $e tims d hid.

No

No

Yes

Yes

M/WBE Utilization Plan - Form I Revised: 0Ll29l2}t4

MBE yTEE UirrER 0F HIENT . FoRiU 2

MltlrlBE Firn: Calal),st Correulting Group, lnc.

Conlad person: Tim $nih

Address: 211 W. Wacker Drive, Suite 4S0

City/$tate; Chicago' lllinoh Zip; 60606

Gertiffing Agency: Cook County

Certtficatlon Expiration g4s' January 29, 2020 -

Eft nicily' lndian Subconlinet

BidPmpotdl0onhad #:

p6tg g, 3&3826522

Task Order rA 1423-1it250

phons, 3J1.9?0-0550 psy 312.920.0554

!66f11 tim.smith@caiconsult.com

Paficlpatm: / Oi'Bd I l lndrod

lMll ttE IIMBE fum be subcontracling ary of tre goods u gsrvicao of tris conlrmt to anoher fim?

y' No I lYee-He*eettachoptillafon, Proposed$bcontador{g):

The undersigned MWBE ie prepared b pronide ltre bllouring Comrnoditlealservicss hrtre abote [amod Pflfd Corrhac{: flfnmr spec's ib meded to fiS darrlrlir. tllltBE F!m's prqpoeed s corr- of wt* uilhrpaflrarl #u&, atlaOr aUmrorai slcetc,p

Bueiness and tschnical analysb servicaa

lit!'ff F E9!hr,|EDogr!, Percnnhs, and the Terru gf Pament lor flu abowdescribed Compdifies/ servlces;

Pfrff,6 *17.5% - net 30 davs. same gs orlme confa{tor

THE UNDERSIONED PARTIES AGREE frat trls Lelter 0f lnbnt dll bocorne a binding Sub@nfad Agreement tor tre ahrcvvott, condilimed uput (1) tro BirldarlPropooe/s reocipt ol a dgrnd ontacl tom tro County d Cook; (2) Urdercigred

lubconhador ranainlng omfliant uith dl mlarant crsdsnlials, codos, ordnanoes ard shfirtee Gqdrd by Coabacbr, CoolrGounty, afft the Slat€ b as I MBE \irBE firm tu the abop ryo*, The Unden*ped Pailes do *o sry &at fteydid not afrx thair allaem rinder and uercornflded.

lkittwlliilxlPropsefS

TimSmiih Robert $. Dobis. PartnerPr{ntNama

Catal)lsi Coneultlng Group, lrrc.

Prlnt ilarrc

Crowe Hofflrath LLP

Firm Name

t't& tTFlrm }lame

4-a gDah

Subsuibed and srrom bahre me

Dab

SuMadmdorun bafurerp

hb71/ dart

.gdiiF"'1!"ffi$u\',"oIfiT$irfrffill-ry

M/WBE Utilizaton PIan - Form 2

Notary

Revised: tlz9lLq

TONI PRECKWINKLE

PRESIDENT

Cook CountY Board

of Commissionerc

RICHARD R. BOYKIN

1st District

ROBERT STEELE

2nd District

JERRY BUTLER

3rd District

STANLEY MOORE,

4th District

DEBORAH SIMS

5th District

JOAN PATRICIA MURPHY

6th District

JESUS G. GARCIA

7th District

LUIS ARROYO, JR,

8th District

PETER N. SILVESTRI

9th District

BRIDGET GAINER

10th District

JOHN P. DALEY

11th District

JOHN A. FRITCHEY

12th District

LARRY SUFFREDIN

13th District

GREGG GOSUN

14th District

TIMOTHY O. SCHNEIDER

15th District

JEFFREY R. TOBOLSKI

16th District

TIIZABETH ANN DOODY GORMAN

17th District

OFF1CE OF CONTMCT COMPLIANCE

JACQUELINE GOMEZ

DIRECTOR

1L8 N. Clark, County Building, Room 1020 o Chicago, Illinois 60602 3 (312) 603-5502

July 2, 2015

Ms. Shannon E. Andrews

Chief Procurement Officer

County Building-Room 1 01 8

Chicago, lL 60602

Re: ContractNo.1423-14250

Data Exchange Project Manager

Dear Ms. Andrews:

The following bid for the above+eferenced contract has been reviewed for compliance with the General

Conditions regarding the Minority- and Women- owned Business Enterprises (MBEMBE) Ordinance and havebeen found to be responsive to the goals of 17.5% MBEMBE participation,

Bidder: Crowe Honivath, LLP.

Bid Amount $99,710.00

MBEMBE

Catalyst Consulting Group, lnc.

Status

MBE (6)

Certifvinq Agencv

Cook County

Commitment

17.5% Direct

The Office of Contract Compliance has been advised by the Requesting Department that no other bidder is being

recommended for award. Original EDS forms were used in the determination of the responsiveness of this contract.

Sincerely,

F,>F?\i\U U U

Jaqueline Gomez

Contract Compliance Dhector

JG/ate

Ed Rendon, Office of the Chief Procurement Officer

Phyllis Adams, Clerk of the Circuit Court

Cc:

$ riscat, Responsibility I Innovative Leadership S Transparency & Accountability @ Improved Services

TOITII PBECKn,IT{XJ.T

PRESIDEMT

Cookcomv lo.rdol tornrnbrloneir

RICHARD R. BOYHN

1n DBtnct

ROBMI STEflI

. 2nd olrtrlct

)ERXY 8I'IIER

3d Dlrtrkt

STANUYM@RE

4rh Dl(rlit

oESOMH gfils

5th girt in

JOAN PAIRICIA MUf,PHY

6tfi Dl5trld

JEsI,'S 6, GANOA

nhDtsrnr(t

uns ARROIO, TR.

Eth Dhltn

PETTR N, SIII/EsT8I

9th Dtrtdct

ERIDGSi GANGR

l&hDkr*r

]OHN P, DAI.EY

uth DistriEt

JOHN A FRITCHEY

lah DBrrlct

LARRY SUFFREOIN

13rh Dinrlif

GREGG GO5I.IN

14th Distrtt

TIIT4OTHYO. SCHN0ER

tg& Dlrtrist

JEFMEY R, TOBOISXI

16th Dlsrrict

ElglSEtHAilN Do0Dy60truil

17$ Dlstrlct

OFFICE OF CONTMTT COMPL'ANCE

,A(QUEUNE GOMEZ

DIRECTOB

1r8 N. Oar|( County Bulldlftg, Room I0?0 r Chicagq lliinoii @604 * (312) 603,3502

January 29,3015

[&.ArvindTalunr, CEOCatdyrt Corrrutfrg Group, lnc,211 WbSWbckEr, Suits 450Othaoo,lLfll606

DmrMr, Taluar:Arnual CoitftG&n Eph*: Jrnurry 20, 30fG

Coqratulations on yourtonlinued aligibilily bl Cailfcdlon as a tfiruiry Busirccr Enbrprise ilBE by Ccok CountyGorcrunent Thls t*BECortificdin lswl6 unfl Jmuarv29,2020.

As a codillon of continued certifica0on during 0ds fiw {5} ymr pwiod, you must fle a 1No Ghenge Affi&!tr ruihfislrdy frO)dayt prior lo tlp deb of annnl expirralion. Fdure to fils tils Afidavil sha[ rusult ln tre brmlm0on ofyou cert'Fcation. You must no0rry Cook Oounty Goremrents OmE d Confiiol ComplErmca of any drango in

lnmetrhp or mnhl or any drr natten or ffi aftdry yur frm's dbeffi br Ceilfficabn nitrln ffiGn (15)hsho$&,rof Htrhchanges.

Cmk County Gorcmment may oommenoo rclion to Dmorc your frm as a UE r€ndor lf you hil b noffi $ of anycharryea of fscs aMiry yom fnm's coilificatiil, or if your firm otrberuiso hlh b ooomr*E wiilr lhe County ln anylnquiry or invtcfgation. Remsml of #trs mry also be commensed if yurr firm b fuund b be inrclved h biddlng orconfracfrnl frcgulatiliee,

Your firm's name urill be lhbd in Cook Gounty's Dledory of Minofly Businees Enbryilse, Wonrn BrrlrpsEnErprlre and/ or Vebnan Businaas Enbrpfte !n tlre aea{s) of speclalty:

TECHI{OLOGY: IT COT{$ULTI}IG.ITANAGEMEilT & MET}IOD8 AMLYSI$, Ul,EB8ITEDEIGLOPTEHT, GI$ SY$'IEMS, BI'SII,ISS PNOCE$S RE ET{GINEERI!{O

Your firm's polipipaton on Counfl mntracts xdfl be crediH buad &E goab in yur an{e} of spqral$. Whileyour panbipslion on hoft Goun! conlracts is not limfted to forrsleciaily, crtdihd b$ad mBE goab il{llbo giuenoily foruuk peftrmed in frp spaffiycdegory.

Thank you for yow conlinued lnbtest in Cook County Gowmmenl's Minority, Women and Vebnan BusirrcssEnUpdse Ptogrars.

Confid Cotrdft{Es Dirucbr

JG/Etn

m0

$inwety,

$ riscat Responsibility$tnnantire ler&* Tmnsparency Er AccountabilitySfnprovea Services

COOK COUNTYECONOMIC DISCLOSURE STATEMENT

AND EXECUTION DOCUMENTINDEX

Section Descriotion Paqes

1 lnstructions for Completion of EDS EDS i- ii

2 Certifications EDS 1- 2

3Economic and Other Disclosures, Affidavit of ChildSupport Obligations and Disclosure of Ownership

lnterestEDS3-12

4 Contract and EDS Execution Page EDS 13-15

5 Cook County Signature Page EDS 16

SECTION 1

INSTRUCTIONS FOR COMPLETION OFECONOMIC DISGLOSURE STATEMENT AND EXECUTION DOCUMENT

This Economic Disclosure Statement and Execution Document ('EDS') is to be completed and executedby every Bidder on a County contract, every Proposer responding to a Request for Proposals, and everyRespondent responding to a Request for Qualifications, and others as required by the Chief ProcurementOfficer. The execution of the EDS shall serve as the execution of a contract awarded by the County. TheChief Procurement Officer reserves the right to request that the Bidder or Proposer, or Respondent plovidean updated EDS on an annual basis.

Definitions. Terms used in this EDS and not otherwise defined herein shall have the meanings given tosuch terms in the lnstructions to Bidders, General Conditions, Request for Proposals, Request forQualifications, as applicable.

Affiliate means a person that directly or indirectly through one or more intermediaries, Controls isControlled by, or is under common Control with the Person specified.

Applicant means a person who executes this EDS.

Bidder means any person who submits a Bid.

Code means the Code of Ordinances, Cook County, lllinois available on municode.com.

Contract shall include any written document to make Procurements by or on behalf of CookCounty.

Contractoror Contracting Party means a person that enters into a Contract with the County.

Control means the unfettered authority to directly or indirectly manage governance,administration, work, and all other aspects of a business.

EDS means this complete Economic Disclosure Statement and Execution Document,including all sections listed in the lndex and any attachments.

Joint Venture means an association of two or more Persons proposing to perform a for-profit business enterprise. Joint Ventures must have an agreement in writing specifying theterms and conditions of the relationship between the partners and their relationship andrespective responsibility for the Contract

Lobby or lobbying means to, for compensation, attempt to influence a County official orCounty employee with respect to any County matter.

Lobbyist means any person who lobbies.

Person or Persons means any individual, corporation, partnership, Joint Venture, trust, association,Limited Liability Company, sole proprietorship or other legal entity.

Prohibited Acfs means any of the actions or occurrences which form the basis fordisqualification under the Code, or under the Certifications hereinafter set forth.

Proposalmeans a response to an RFP.

Proposermeans a person submitting a Proposal.

Response means response to an RFQ.

Respondent means a person responding to an RFQ.

RFP means a Request for Proposals issued pursuant to this Procurement Code.

RFQ means a Request for Qualifications issued to obtain the qualifications of interested parties.

EDS-i 3t2015

INSTRUCTIONS FOR COMPLETION OFECONOMIC DISCLOSURE STATEMENT AND EXECUTION DOCUMENT

Section 1: lnstructions. Section 1 sets forth the instructions for completing and executing this EDS.

Section 2: Certifications. Section 2 sets forth certifications that are required for contracting parties underthe Code and other applicable laws. Execution of this EDS constitutes a warranty that all the statementsand certifications contained, and all the facts stated, in the Certifications are true, correct and complete asof the date of execution

Section 3: Economic and Other Disclosures Statement. Section 3 is the County's required Economicand Other Disclosures Statement form. Execution of this EDS constitutes a warranty that all the informationprovided in the EDS is true, correct and complete as of the date of execution, and binds the Applicant tothe warranties, representations, agreements and acknowledgements contained therein.

Required Updates. The Applicant is required to keep all information provided in this EDS current andaccurate. ln the event of any change in the information provided, including but not limited to any changewhich would render inaccurate or incomplete any certification or statement made in this EDS, the Applicantshall supplement this EDS up to the time the County takes action, by filing an amended EDS or such otherdocumentation as is requrred.

Additional lnformation. The County's Governmental Ethics and Campaign Financing Ordinances imposecertain duties and obligations on persons or entities seeking County contracts, work, business, ortransactions, and the Applicant is expected to comply fully with these ordinances. For further informationplease contact the Director of Ethics at (312) 603-4304 (69 W. Washington St. Suite 3040, Chicago, lL60602) or visit the web-site at cookcountyil.goviethics-board-of.

Authorized Signers of Contract and EDS Execution Page. lf the Applicant is a corporation, the Presidentand Secretary must execute the EDS. ln the event that this EDS is executed by someone other than thePresident, attach hereto a certified copy of that section of the Corporate By-Laws or other authorization bythe Corporation, satisfactory to the County that permits the person to execute EDS for said corporation. lfthe corporation is not registered in the State of lllinois, a copy of the Certificate of Good Standing from thestate of incorporation must be submitted with this Signature Page.

lf the Applicant is a partnership or joint venture, all partners or joint venturers must execute the EDS, unlessone partner or joint venture has been authorized to sign for the partnership or joint venture, in which case,the partnership agreement, resolution or evidence of such authority satisfactory to the Office of the ChiefProcurement Officer must be submitted with this Signature Page.

lf the Applicant is a member-managed LLC all members must execute the EDS, unless otherwise providedin the operating agreement, resolution or other corporate documents. lf the Applicant is a manager-managed LLC, the manager(s) must execute the EDS. The Applicant must attach either a certified copy ofthe operating agreement, resolution or other authorization, satisfactory to the County, demonstrating suchperson has the authority to execute the EDS on behalf of the LLC. lf the LLC is not registered in the Stateof lllinois, a copy of a current Certificate of Good Standing from the state of rncorporation must be submittedwith this Signature Page.

lf the Applicant is a Sole Proprietorship, the sole proprietor must execute the EDS.

A "Partnership" "Joint Venture" or "Sole Proprietorship" operating under an Assumed Name must beregistered with the lllinois county in which it is located, as provided in 805 ILCS 405 (2012), anddocumentation evidencing registration must be submitted with the EDS.

EDS-ii 3t2015

A.

SECTION 2

CERTIFICATIONS

THE FOLLOWING CERTIFICATIONS ARE MADE PURSUANT TO STATE LAW AND THE CODE. THE APPLICANT IS

CAUTIONED TO CAREFULLY READ THESE CERTIFICATIONS PRIOR TO SIGNING THE SIGNATURE PAGE, SIGNING THESIGNATURE PAGE SHALL CONSTITUTE A WARRANry BY THE APPLICANT THAT ALL THE STATEMENTS,CERTIFICATIONS AND INFORMATION SET FORTH WITHIN THESE CERTIFICATIONS ARE TRUE, COMPLETE ANDCORRECT AS OF THE DATE THE SIGNATURE PAGE IS SIGNED. THE APPLICANT IS NOTIFIED THAT IF THE COUNTYLEARNS THAT ANY OF THE FOLLOWING CERTIFICATIONS WERE FALSELY MADE, THAT ANY CONTRACT ENTEREDINTO WITH THE APPLICANT SHALL BE SUBJECT TO TERMINATION.

PERSONS AND ENTIT!ES SUBJECT TO DISQUALIFICATION

No person or business entity shall be awarded a contract or sub-contract, for a period of five (5) years from the date ofconviction or entry of a plea or admission of guilt, civil or criminal, if that person or business entity:

1) Has been convicted of an act committed, within the State of lllinois, of bribery or attempting to bribe an officeror employee of a unit of state, federal or local government or school district in the State of lllinois in that officer'sor employee's official capacity;

2) Has been convicted by federal, state or local government of an act of bid-rigging or attempting to rig bids asdefined in the Sherman Anti-Trust Act and Clayton Act. Act. 15 U.S.C. Section 1 ef seg.;

3) Has been convicted of bid-rigging or attempting to rig bids under the laws of federal, state or local government;

4) Has been convicted of an act committed, within the State, of price-fixing or attempting to flx prices as deflnedby the Sherman Anti-Trust Act and the Clayton Act. 15 U.S.C. Section 1, ef seg.;

5) Has been convicted of price-fixing or attempting to fix prices under the laws the State;

6) Has been convicted of defrauding or attempting to defraud any unit of state or local govemment or school districtwithin the State of lllinois;

7) Has made an admission of guilt of such conduct as set forth in subsections (1) through (6) above whichadmission is a matter of record, whether or not such person or business entity was subject to prosecution forthe offense or offenses admitted to; or

8) Has entered a plea of nolo contendere to charge of bribery, price-fixing, bid-rigging, or fraud, as set forth in sub-paragraphs (1) through (6) above.

ln the case of bribery or attempting to bribe, a business entity may not be awarded a contract if an official, agent oremployee of such business entity committed the Prohibited Act on behalf of the business entity and pursuant to thedirection or authorization of an officer, director or other responsible official of the business entity, and such Prohibited Actoccurred within three years prior to the award of the contract. ln addition, a business entity shall be disqualified if anowner, partner or shareholder controlling, directly or indirectly, 20% or more of the business entity, or an officer of thebusiness entity has performed any Prohibited Act within five years prior to the award of the Contract.

THE APPLICANT HEREBY CERTIFIES THAT:The Applicant has read the provisions of Section A, Persons andEntities Subject to Disqualification, that the Applicant has not committed any Prohibited Act set forth in Section A, andthat award of the Contract to the Applicant would not violate the provisions of such Section or of the Code.

BID-RIGGING OR BlD ROTATING

THE APPLICANT HEREBY CERTIFIES THAT: ln accordance with 720 ILCS 5/33 E-l1, neither the Applicant nor anyAffiliated Entity is barred from award of this Contract as a result of a conviction for the violation of State laws prohibitingbid-igging or bid rotating.

DRUG FREE WORKPLACE ACT

THE APPLICANT HEREBY CERTIFIES THAT:TheApplicant will provide a drug free workplace, as required by (30 ILCS

580/3).

B.

c.

EDS-1 3t2015

D. DELINQUENCY IN PAYMENT OF TAXES

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant is not an owner or a party responsible for the payment ofany tax or fee administered by Cook County, by a local municipality, or by the lllinois Depaftment of Revenue, which suchtax orfee is delinquent, such as bar award of a contract or subcontract pursuant to the Code, Chapter 34, Section 34-171.

E. HUMAN RIGHTS ORDINANCE

No person who is a party to a contract with Cook County ("County") shall engage in unlawful discrimination or sexualharassment against any individual in the terms or conditions of employment, credit, public accommodations, housing, orprovision of County facilities, services or programs (Code Chapter 42, Section 42-30 et seq.).

F. ILL]NOIS HUMAN RIGHTS ACT

THE APPLICANT HEREBY CERTIFIES THAT: lt is in compliance with the lllinois Human Rights Act (775 ILCS 5/2-105),

and agrees to abide by the requirements of the Act as paft of its contractual obligations.

G. INSPECTOR GENERAL (COOK COUNTY CODE, CHAPTER 34, SECTION 34-174 and Section 34-250)

The Applicant has not willfully failed to cooperate in an investigation by the Cook County lndependent lnspector General orto report to the lndependent lnspector General any and all information concerning conduct which they know to involve

corruption, or other criminal activity, by another county employee or official, which concerns his or her office of employmentor County related transaction.

The Applicant has reported directly and without any undue delay any suspected or known fraudulent activity in the County'sProcurement process to the Office of the Cook County lnspector General.

H. CAMPATGN CONTRIBUTTONS (COOK COUNTY CODE, CHAPTER 2, SECTION 2-585)

THE APPLICANT CERTIFIES THAT: lt has read and shall comply with the Cook County's Ordinance concerning campaign

contributions, which is codified at Chapter 2, Division 2, Subdivision ll, Section 585, and can be read in its entirety at

wr4 iv.munieqde.com.

L GTFT BAN, (COOK COUNTY CODE, CHAPTER 2, SECTION 2674)

THE APPLICANT CERTIFIES THAT: lt has read and shall comply with the Cook County's Ordinance concerning receiving

and soliciting gifts and favors, which is codified at Chapter 2, Division 2, Subdivision ll, Section 574, and can be read in its

entirety at www. m unicode.com.

J. LIVING WAGE ORDTNANCE PREFERENCE (COOK COUNTY CODE, CHAPTER 34, SECTION 34-160;

Unless erpressly waived by the Cook County Board of Commissioners, the Code requires that a living wage must be paid

to individuals employed by a Contractor which has a County Contract and by all subcontractors of such Contractor under a

County Contract, throughout the duration of such County Contract. The amount of such living wage is annually by the ChiefFinancial Officer of the County, and shall be posted on the Ghief Procurement Office/s website.

The term "Contract" as used in Section 4, l, of this EDS, specifically excludes contracts with the following:

1) Not-For Proflt Organizations (defined as a corporation having tax exempt status under Section 501(CX3) of theUnited State lnternal Revenue Code and recognized under the lllinois State not-for -profit law);

2) Community Development Block Grants;

3) Cook County Works Department;

4) Sherifls Work Alternative Program; and

5) Department of Correction inmates.

EDS-2 312015

SEGTIOH 3

REQUIRED DISCLOSURES

1. DISCLOSURE OF LOBBYIST CONTACTS

Lht all pesons that havo made lobbylng contacis on 1our bdralf with reapsct to this mntrad:

Address

2. LOGAL BUSINESS PREFERETICE STATEIIIEHT (CODE, CHAPTER 8,f, SEGTION 34.230)

tocd Dus/nes,s m€ns a Person, including a forcign corporalion authorized to lransact business in lllinols, havlng a bona fldeestablishment located within the Gounty atwhich it is transacling buelness on lhe date when a Bid is submltted b the Goung,and which employs the majority of lts regular, fulFtime work force within tre Gounty. A JointVenlure shll conslitute a Looal

Business if one or more Persons lhat qualify as a "Local Bushsss" hold inl,Br€stc totaling over 60 porEent in the Joint Vonture,

even if the Jold Venture does not, at the time of the Bid submittal, have suoh a bona fide eslabllshment within the County.

a) ls Applicant a "Local Bmlness'as defined above?

Yes;- No: y' --...-

b) f !res, list businBs.B addresses withh Cook Gountyr

o) Doee Appl'nmt employ the m&n'U ol ib mgulartull-tme wor{<foruc wittrin Gook Courtly?

Yes: tto: / -3. IHE GIilLD SUPPORT E!{FORCEMEilT ORDTNANCE (GODE, CHAPTER 84, SECTOI{ *174

Every Applicant for a Cannty Privilege shall be in tull oompliance wllh ery chlld suppo( order behrs sttch Applicant is Enlitled toreceive or renew a County Privilpgp. When delinquerf child support exlsts, the Counly shall td issue or nansw any:CourfiPrivilego, and may rwoke any Co.rnty Prlviloge.

All Appllcants ilG rEquirod to mvievy the Goolt GoumyAfidavit d Chlld SupDort Obllgrtorc attactrod tofilt EDOIEDS6)end eomplete tte Alftdavlt bared on fie insfiustions in the Al[dfvlt.

EDS-3 3/2015

4 REALESTATEO'UNERSHIPDISCLOSURES.

The Applioant mur( indicate by checkirg the approfiate yovision below and provtding all required informa{ion that aither:

a) The following ia a mmflele list of dl reel estde orrrned by thc Applicant in Cook County:

PERIIIANENT INDEX NUlttlBER(S);

(ATTAGH SHEET rF HECESSAFTrc LIST ADDmONAL INDEX

NUMBERS)

'. oR;

b) y' rn"lpplhantownsno r6al &te in Cook County.

5. EXCEPTIOT{STOCERTIFIGATONSORDISGLOSUREIE.

lf the Appltoant ls un€bls to oalry to any of the Ceillfications or any other stat€msrts onhined io thiE EDS and not €xplain€d

elsewfiere ln thlg EDS, $eApdlcant muste&laln bebw:

None.

If lhe letbrs, "M', the word "Nme' or "No Response'appears aborie, ot if the spaca is leth,hntq it will b€ mnchrslwly presunred

trat lhe Applicant cslified to alt Cedlloatiom and otho s{atements conta[rEd ln lhb EDS.

ED.$4 3/2015

COOK COUNTY DISCLOSURE OF OWNERSTIIP INTEREST STATEMENT

The Cook County Code of Ordlnances ($2$10 ef seg.) requires tlnt arry Applicant lor any County Adion must disclose informatlon

concernlng ownersfdp hler€sts ln tho Appllcant. thb Dlsoloeure of Ownership lntoro8t Statemont must be @mpbtod with alllnformatbn ourlgnl as ol tho date thls Statement is algncd. Furthermorc, thlo Statement must bB kePl currgnt, by filing an amend€dStatemer{, until swh time ae fte Gounty Board or County Agency shall tdce aoton on the applloation. The lrrfurmstion contalncd inthls Staternenl will be malntaln d In a databae and made ava[able fur public vieuring.

!f you are adred to list names, but there are no appllcable narn€B to lBi you musl stalo NONE, An lncompbte StaternEnt will beretumad and any ac0on rqarding lhls aontract wtll be ddayed. A fflure b fr.dly cornply wlth the otdinane may rcsult ln the acffontsken by lhe County Board or County Agensy being voided,

'Applicart mmns any En{g or p€nson making an applicdlon to lhe Counfty fur any County Ac'tion.

"Counly.Adisl'nreans any dlon by a County Agency, a County Depar.trnant, or the Cormty Board regardlng an ordinance orordlnance am€ndrfient, a Counly Boad approval, or sther County qgency app.rwal, with respect to contracds, leaw, or sale orpurdraae of real catrte.

oPeilwn' Irntitf or'Legal Enttt{meana a solE proprielonhip, corporation, partnershtp, associalion, businees truet, €€tats, tvo ormot€.:pgt8ons havlng a plnt or oornmon InbrBt, trust€e of a land 1rust other commercial or legal enti$ or any beneflclary orbeneficiaric lhercd.

Ttib Dieclosure of @memhip lnterost $atemefi muot be submlfted by,i

1. An Applic.ant for County Aption and

2. A Percon that holde slock or a benaficial inter€Bt ln lhe Applicant a3il ls listad on the Applicants SEtoment (a 'HoldeP) mu$ fts aStaiemart and oomplEte #1 only under Outmeruhip lnblrat Dacltmton.

Pt€ase prlnt or lype r€sonsee cleady and legibly. Add addilbnal pegss it n€eded, bdng caretul u ldentlfy each porfion of the form tor fiich G€ch additonel page refers.

This St#ment is belng made by thr [ / I App[mnt or [ ] Stook/Benericial lnteroet Holder

ThlsStatementlsan: [ y' ]Original$tatementor [ ]AmendedStatement

ldcntfylne lniormatlon :

Name Crowe Horvrath LLP

D/UA: FEIN NO/SSN (LAST FOUR DIGITS}:3!*3!6820

Street Address: 225 West Wacker Dd\re. Suile 26fi) .. . ., . ,.. .

City: -.1Q[!ssre State: lflino's - ZPCods:S9E0g:!2?4--Number: 312.899.5300 Email:@mPhone No.'. Fax

Cook County Busine* Rcgistmtion Number(Sole Proprietor, Joint Venture Parhership)

Corporate File Number (lf applicable)r

Form oflcgal En0ty:

t 1 Sole ftopriebr

I ] Buslncs Trust

t I O0rsr (desodbe)

tl Estate tl Asgociatbn tl JolntVenturc

Liabi[tv{ Partneftshb t I Corporalion t I Trustee ol Land Trust

ED$S 3/20'15

Owncrchlp lnt rcrt Dcclrratlon:

Llst the narne(s), addrrss, and pemenl ownerchlp of eech Person havlng a l€gal or bendidal inleret (lncludlngorrneGhip) ol rnorg than flve pErErrnl (5%) in fie ApplbanUllolder.

1.

Name

Nnrtc

Address

2. ,f the int€r€Bt of any htlon llded in (1) abov6 is hold as an agiert or ag€nts, or a nomlnso or nominees, [8t the nam€and addtes of the prinoipal on whose behaffthe inbroS i8 hold.

Nsrns of AgenuNomine€

Nlam

Name of Prindpal' Principd's Address

Percentage lntet€st lnApplicanuHoldor

3. ls ihe Applicanl oonslructively oonhoiled by another pereon or Legal Entltf? t tYes 1 { lNolf yeo, stale lhe name, ddrcrs and percantage of bEnef,clal lnlaret of such perBon, and the relatonshlp under whiotrsudr control ls bohg or may be elorcised.

Name Address Percentage ofBeneficiat lnterest

Relationshlp

Corponate Officers, Mombcrs and Prriners lnformatlon:

For all ooporations, list the name6, addesscs, and toms br dl'conorate offoels. For alt limited liabllity Gompanies, liat thenames, addrmes for all membels. For all partnershipa and lrint ventures, llst the nirnes, addrcsses, lor sactr partner or jointventurc' Crowo Horuelh LLP is a limitad li*ltfty parlncrship with more lhan 260 parhs€. Ratherlhqn list each parter, he pdfnsry

exeutlve olf,csrs are lidsd,belour.

Name Addrese Title (epeciU title olOffice, or whether maftEgefor paft nerljoint venture)

Term of Ofrioe

JamoePorvert otERrv*GEdhePrttuvry'3{rPa0hdhlrrlt:'rn&u{0l{0 ChlatExccu8veOlfcer 4yesrcbEghldngApdl 112015.

p.SsntucciJr. stlEir,.'cmtuF.ic{rr,lr4slilr.Dldb.lnim{@ao Chbf6D€rstnoOticgr 4Wers,beghnin0Aplil 1,2015

Todd T. WElu OnE Mld&nc.haPiazi, Grltt'l0ooakBrorlq tlllnob506lil Chief FinAn0iAl Ofiioof HaE bomCFO since 2012

Deolaration (check Sn applicable box):

tl I state under oalh that the Appllcsqt hEs wthhetd no discloeure as to oranership interest in lhe App{cant mr resewedany inlormalion, data or plan o to lhe lnterded uso or purpme for wtrioh the Appllcant geeks County Bord or otherCouoty Ageflcy adion.

I sEte under mtr that ths Holder [as withheld no dlscbsure as b o$msrship inteeest nor rBBerved any infornationrequimd io be disclosed.

{

Fred J. BaUtCll of,r Mld Affibo n€Ba, sdt. m0 od( Bmx, uhol, 5052r Chlef Flhk O,mCGf Hae Dem GRO ShOe 2007

EDS-I 312015

Title

h.anil1) )O44Signature Date

1{' f,gq TrnoPhone Number

Subsibed b and orcm.before mefiia 1? F' day of lbr-t . 2ol>.

EDS{ u2015

COOK COUNTY BOARD OF ETHICS69 W. WASHINGTON STREET, SUITE 3O4O

CHICAGO, ILLINOIS 606023121603 -4304 Offrce 312/603-9988 Fax

FAMILIAL RELATIONSHIP DISCLOSURE PROVISION

Nepotism Disclosure Requirement:

Doing a significant amount of business with the County requires that you disclose to the Board of Ethics the existence of any

familial relationships with any County employee or any person holding elective office in the State of Illinois, the County, or inany municipality within the County. The Ethics Ordinance defines a significant amount of business for the purpose of thisdisclosure requirement as more than $25,000 in aggregate County leases, contracts, purchases or sales in any calendar year.

If you are unsure of whether the business you do with the County or a County agency will cross this threshold, err on the side ofcaution by completing the attached familial disclosure form because, among other potential penalties, any person found guilty offailing to make a required disclosure or knowingly filing a false, misleading, or incomplete disclosure will be prohibited fromdoing any business with the County for a period of three years. The required disclosure should be filed with the Board of Ethicsby January 1 of each calendar year in which you are doing business with the County and again with each bid/proposal/quotationto do business with Cook County. The Board of Ethics may assess a late filing fee of $100 per day after an initial 30-day grace

period.

The person that is doing business with the County must disclose his or her familial relationships. If the person on the Countylease or contract or purchasing from or selling to the County is a business entity, then the business entity must disclose thefamilial relationships of the individuals who are and, during the year prior to doing business with the County, were :

o its board ofdirectors,o its officers,o its employees or independent contractors responsible forthe general administration ofthe entity,r its agents authorized to execute documents on behalfofthe entity, ando its employees who directly engage or engaged in doing work with the County on behalf of the entity.

Do not hesitate to aontact the Board of Ethics at (312) 603-4304 for assistance in determining the scope of any required familialrelationship disclosure.

Additional Definitions:

"Familial relationship" means a person who is a spouse, domestic partner or civil union partner of a County employee or State,County or municipal official, or any person who is related to such an employee or official, whether by blood, marriage oradoption, as a:

n Parentit child! Brotherr'SisterL-l Auntll UncleLl Niecetl Nephew

fJ Grandparenttl GrandchildLl Father-inlawLr Mother-in-law

Son-in-law! Daughter-in-lawn Brother-in-law! Sister-in-law

x Stepfather! Stepmothert! Stepson! Stepdaughter! Stepbrothertl Stepsisterr- i Half-brotherl ] Half-sister

EDS-9 3t2015

COOK COUNTY BOARD OF ETIIICSFAMILIAL RELATIONSHIP DISCIOSURE TORM

A. PERSON DOING OR SEEKING TO DO BUSINESS WITH THE COUNTY

Name of Person Doing Business with the County: Crowe Horwath LLP

Address of Person Doing Business with the County: 225 West Wacker Drive, Suite 2600 Ghicago, lllinois 6O606

Phone number of Person Doing Business with the County: 312.899.7q90

Email address of Person Doing Business with the County: bob'dobis@crowehorwath.com

If Person Doing Business witlt the County is a Business Entity, provide tlre name, title and contact information for theindividual completing this disclosure on behalf of the Psrson Doing Business with the County:

Mr. Robert S. Dobis, Partner I 630.586.5252 | bob.dobis@croi/ehorwath.com

B. DESCRIPTION OF'BUSINESS WITII TIIE COI'NTYAppend addttlonal pages as needed andfor each County lease, contract, purchase or sale sought and/orobtained during the calendar year of this disclosure (or the proceedlng calendar year i! dtsclosure is madeonJanuary I), identifi:

The lease number, contrac,t number, purchase order number, request for proposal number and/or request forqualification number associated with the business you are doing or seeking to do with the County:

Task Order No. 1423-14250

The aggregate dollar value of the business you are doing or seeking to do with the County: $ 99.710

The namo, title and contaot infor:nation for the County official(s) or employe{s) involved in negotiating the businessyou are doing or seoking to do with the County:

Edmund Rendon, Senioi Gontract Negotlator | 312.603.6824 [ edmund.rendon@cookcountyil.gov

The name, title and contact information for the County official(s) or employe{s) involved in managing the businessyou are doing or seeking to do with the County:

Edrnund Rendon, Senior Contract Negotiator | 312.603.6824 | edmund.rendon@cookcountyil.gov

c. plscl,osuRE oF FArurrJAL RErJ\TrONSIT.tPS,WIIq COUNTY EMpLOyEES OR STATE. COUI{TYOR MUNICIPAL ELECIEII OFFICIALS

Check the bot that qplies and provide related informationwhere needed

tr The Person Doing Business with the County is an lndlvldurl and there is no femllial relrtionship betyveen thisindividual and any Cook County employee or any person holding elective office in the State of lllinois, Cook County,or any municipality within Cook County.

{ The Person Doing Business with the County is e business etrtity and there is no famlllal reledonshlp between anyrnember of this business entity's board of directors, officen, persons responsible for general adminishation of thebusiness entity, agents authorized to oxecute documents on behalfoftle business entity or employees directlyengaged in conhactual work with the Connty on behatf of the business entity, and any Cook County employee or anyperson holding elective office in the State of Illinois, Cook County, or any municipality within Cook County.

EDS-10 3t2015

B. DESCRIPTION OT BUSINESS WITH THE COUNTYAppend additional pages as needed andfor each Counp lease, contract, purchase or ule sought and/or obtainedduring the calendar year of this disclosure (or the proceeding calendar year if disclosure is made on January 1),idefiily:

The lease number, oontract number, purchase order number, request fur proposal number and/or request forqualifioation number associated with the business you are doing or seeking to do with the County:RFPNo. t550-14589

The aggrogate dollar value of the business you are doing or seeking to do with the County: $ 481.925

The name, title and contact information for the County official(s) or employe{s) involved in negotiating thebusiness you are doing or seekingto do with the County:Toyla Prioe. hoourement Offi cer | 3 12.603.7685 l tovla.rice@cookcountvil.sov

The name, title and contact information for the Counf official(s) or employee(s) involved in managing tlre, businessyou are doing or seeking to do with the County:Tovla Price. Procurement Officer I 312.603.7685 ltovla.rice@cookcountyil.sov

COOK COUNTY BOARD OF ETHICSFAMILIAL RELATIONSHIP DISCLOSURE FORM

n The Person Doing Business with the County is an individual and there is a familial relationship between thisindividual and at least one Cook County employee and/or a person or persons holding elective office in the State ofIllinois, Cook County, and/or any municipality within Cook County. The familial relationships are as follows:

Name of Individual Doing Name of Related County Title and Position of Related Nature of FamilialBusiness with the County Employee or State, County or County Employee or State, County Relationship-

Municipal Elected Ofhcial or Municipal Elected Offrcial

If more space is needed, attach an additional sheet following the above format.

tr The Person Doing Business with the County is a business entity and there is a familial relationship between at leastone member of this business entity's board of directors, officers, persons responsible for general administration of thebusiness entity, agents authorized to execute documents on behalfofthe business entity and/or employees directlyengaged in contractual work with the County on behalfofthe business entity, on the one hand, and at least one CookCounty employee and/or a person holding elective office in the State of Illinois, Cook County, and/or anymunicipality within Cook County, on the other. The familial relationships are as follows:

Name of Member of Board Name of Related County Title and Position of Related Nature of Familialof Director for Business Employee or State, County or County Employee or State, County Relationship'Entity Doing Business with Municipal Elected Offrcial or Municipal Elected Officialthe County

Name of Officer for Business Name ofRelated County Title and Position of Related Nature of FamilialEntity Doing Business with Employee or State, County or County Employee or State, County Relationship*the County Municipal Elected Official or Municipal Elected Official

EDS-11 3t2015

Name of Pcreon Rcsponsit{cforfte Ocarerat

Adminishstion ofthcBueincrsEntity DoingBusircsorithlhc County

Namc of Rokred CormtyErrylope or Shle, County orMnnioipal Electod Ofrcial

Title md Position ofRalatid Natrup of FarnilialCouuty Employoe or Shte, County Relationehip'or Munishal Bcctod Of Ecial

Itlaooe of fu ent Anthorizcdto ExcutoDocr@oots forBusircsEotityDoineBusinesswith the Couty

NameofEuryloyoe ofBusinpssEmiry DlreEtlyErya8d bDoitrgBusiocsswi& &oCounty

Nme ofBelaGd CountyEmployeeor State, C.ouoty orMuaicipal Blectod Official

Name ofRo-latod Cormty Title and Position of Relstod NatEG of FamilialEmpbyccorshfe, Comtyor CountyBmployoeorstatqCounty Rolatiomhip'Munbfual Eloc.tod OfEoial orMuaicipel Hected Official

Title and Positiol ofRclated Natnrc ofFamilialCouty Erploryee o,r $ate, Couoiy Retetioarhip'or Muniobal Elooted Offi sial

Ifmore spaee is needed cttach an qdditional sheetfollnwiag the aboveformat.

VERIFICATION: To the best of my ]nowledge, the informatiou I have provided on &is disclosue form is accurtle andcomPl€:t0. I acknowlcdgp thrt m inaccuratc or incourplcte disclosuro is punishable by |aw, including but not limited t0 fifics*u^W'fu.0*Roberrs.

Dobie A.rir22.20rSSigoatrre of Rocipient

SUBlIf,IT COMPI,ETED FORM TO: Cook Comty Board of Ethics69 West Washington Sts€ef Suite 3040, Chicago, Illinois 60602offiec (312) 503-4304 -Fax (312) 603-9988CoolcCormty"Etbics@oookcountyil.gov

' Spousc, domestic partu€r, oivil union parher o,r par€,ut, chilal, sibling, aunt, uncle, niocc, nephew, grandparent or grandchildby blood, manriage (i.e. in laws aud step rclations) or adoption"

EDS.12 3/2015

SECTION 4

CONTRACT AND EDS EXECUTION PAGEPLEASE ilECUTE THREE ORIGINALS

The Applicant hereby certifies and warrants: that all of the statements, certifications and representations set forth in this EDS are true,complete and conect; that the Applicani is in full compliance and will continue to be in compliance throughout the term of the Contractor County Privilege issued to the Applicant with all the policies and requirements set forth in this EDS; and that all facts and informationprovided by the Applicant in this EDS are true, complete and correct. The Applicant agrees to inform the Chief Procurement Officerin writing if any of such statements, certifications, representations, facts or information becomes or is found to be untrue, incompleteor incorrect during the term of the Contract or County Privilege.

Execution by Corporation

President's Name President's Signature

Telephone Email

Secretary Signature Date

Execution by LLG

Member/Manager (Signature)* Date

Telephone

4&tr,.t\,y'_ =*"""""o""-'"*E"l"II?t;

Partner/Joint Venturer (Signature)*

3i) fqq S(tlDate

Telephone618 .0o6=5 €.ceo-re +lu€*r+rn+.co-Email

Execution by Sole Proprietorship

Signature Date

Telephone Email

lf the operating agreement, partnership agreement ormanagers, partnerc, or joint venturerc, please complete and execute additional Contract and EDS Execution Pages.

Subscribed and sworn to before me this

Jr'ir'fi[,^u*5h,,"",,oi&",ffi;'.?'il !6ti'

requiring execution by multiple members,

EDS-14 312015

SECTION 5COOK COUNTY SIGNATURE PAGE

ON BEHALF OF THE COUNW OF COOK, A BODY POLITIC AND CORPORATE OF THE STATE OF ILLINOIS, THIS CONTMCT IS HEREBY

EXECUTED BY:

COOK COUNTY CHIEF PROCUREMENT OFFICER

fDATEDATCHTCAGO, TLLTNoTS rHB L0 DAy oF bu+ow ,zo t5

OR

IN THE CASE OF A BID' PROPOSAL'RESPONSE, THE COUNTY HEREBY ACCEPTS:

THE FOREGOING BID/PROPOSAL/RESPONSE AS IDENTIFIED IN THE CONTRACT DOCUMENTS FOR CONTRACT NUMBER

1423-14250

rTEM(S), SECTT0N(S), PART(S):

TOTAL AMOUNT OF CONTRACT 99 710 00

(DOLLARS AND CENTS)

FUND CHARGEABLE:

EDS-16 312015

EXHIBIT 1

Scope of Services & Schedule of Compensation

Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County

Approach & MethodologyMethodology OverviewOur team understands that embarking on an information sharing effort in the criminaljustice arena ischallenging, given the complexity of government and the community at large. We have developed aninformation sharing methodology designed to specifically address the unique needs of the criminaljustice community, while taking a business first approach. The methodology is shared in the 4-phasemethodology overview and diagram below:

lnitiate: ln this phase, we kickoff the initiative,meet with stakeholders, and set the stage for asuccessful initiative.

Plan: During phase 2, we work with team todevelop the strategic plan, roadmap, governancestructure and implementation plan to support theinitiative.

Architect: ln phase 3, we work with the team todefine, design and architect the informationsharing solution and environment.Deploy: ln phase 4, we work with the team toimplement the information sharing solution, alongwith the policies, processes and procedures toeffectively manage and support the environment.

Task Order Project ApproachSpecifically, for CCC, Crowe will utilize components of the first two phases of the methodology (Phases1. lnitiate and 2. Plan) to meet the requested scope of work. Phases 3 and 4 of our detailedmethodology are out of scope for this initial task order. Details about specific activities to beperformed and milestones to be achieved in these two phases are provided below. We believe byutilizing our proven methodology outlined below, the County and its stakeholders will achieve the resultsdesired for this project.

Phase 1: lnitiateThe lnitiate Phase begins with formal project initiation activities, once the task order is executed. Thegoal of this phase is to validate the approach, establish the governance structure and processes anddevelop an outreach plan for stakeholder entities. Key project activities are outlined below.

Kev P roiect Activities:ll{il Conduct kickoff with the project leadership team

ff* Establish a Statement of Work in compliance with the State of lllinois Criminal Justice Authority.

w ldentify members of the project leadership team and criminal justice information sharing team. Theproject leadership team will manage the project on a day-to-daylweekly basis. The criminaljusticeinformation sharing team will have representation from each stakeholder agency, to reviewdeliverables and help set the direction of the criminal justice information sharing portion of theoverall initiative.

ffi Finalize list of project stakeholder agencies/departments/entities involved in the information sharinginitiative. Our team will work with the Clerk of the Circuit Court and CCICJIS to establish thestakeholders involved.

$1 CmNnm l{onAffi*t

1.

3.

@ Copyright 2015 Cmwe Homath LLP

www.crowehorwath.com

Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County

An initial list of potential agencies may include:

ffi Cook County Office of the Board President

ffii Cook County CIO / CCICJIS Chair

$8 Project / Program Management Officels Cook County Clerk of the Circuit Courtm Cook County Sheriff

s Cook County Court Chief Justiceffi Cook County Public Defenderpi Cook County Sheriff&': Cook County State's Attorney& Cook County Bureau of Technologyffi State of lllinois Criminal Justice Authority

3:. Others, as appropriate

Establish goals for the information sharing initiative, including metrics for success. These goals andmetrics will be incorporated into the overall CCICJIS lnformation Sharing plan. Also establish list ofin-progress initiatives and collect past planning efforts. As part of this activity we will recommendedmeasures for meeting CCICJIS project and grant deliverables in accordance with industry standardsand governing policies, including:

*ir National Center for State Courtsffi National lnformation Exchange Model

iiirr Justice lnformation Exchange Model

idr Global Referance Architecture

Prepare project tracking and communication tools, including a weekly status update template,milestone summary, and communication plan. Project tracking and communication materials will becustomized to the intended audience (for example - monthly PMO / CIO / CCICJIS Chair updates,periodic stakeholder newsletter updates, lnformation Sharing Project Manager project plan updates,etc.)

Conduct a kickoff meeting for the leadership core team and the criminaljustice information sharingadvisory team (combined meeting).

Delivenbles:st Kickoff meeting

w., Final list of agencies and systems.c, List of goals

ffi Project tracking and communication tools** Quality service standards

The result of this initial phase is a roadmap for successfully planning and implementing the Countycriminal justice information sharing initiative pilot.

SX Croxml-kxxd"r.

10

@ Copyright 2015 Cowe HoMath LLP

www.crowehorwath.com

Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County

Note: Our team understands that the County has embarked on planning proce$ses in the past,and may possess initial or partial information sharing plans trom past efforts, and other in-progrress initiatives at various points of maturity. We will esfablish these during the Envisionphase and work with the County to leverage lessons learned ar any planning efforts that shouldbe incoroorated inta the new initiative.

Phase 2: Planln the Plan Phase, the Crowe team will work with CCICJIS to understand the business need and andput the plan together to drive the CCICJIS initiative. The key activities of this phase include:

w Establish guiding principles. Crowe will conduct a workshop with the project leadership team todefine 3-7 guiding principles to help guide decision making for the initiative. The draft guidingprinciples will be reviewed, refined and confirmed with the CCICJIS team during a monthly meeting.Guiding principles will serve as the foundation for the initiative, to assist with decision making goingforward.

riili Develop detailed CCICJIS project plan. Crowe will work with the stakeholders to put together adetailed project plan. The project plan will include all necessary steps to successfully standup theinformation sharing initiative, which includes, but is not limited to, the development of policies,procedures and supporting technology. The project plan will be summarized in MicrosoftPowerPoint, and will be detailed in Microsoft Project. We will utilize our provide 4-phasemethodology to drive out the details of the plan, factoring in the many initiatives in play at CookCounty, with the procurement of new software solutions, including case management systems andan enterprise service bus. Components of the plan will include, but are not limited to thefollowing (note: these are future activities to be defined in the plan, and are included here asexamples only -these activities are not included within the scope of this proposal):

ittli lnformation sharing requirements for each agency (needs assessment and gap analysis foreach agency, as well as the enterprise)

,.& Cr*re Fkmne*r

11

O Copynght 2015 Crcwe Homath LLP

www.crowehorwath.com

Data Exchange Project Manager for an lntegrated Griminal Justice SystemCook County

* Prioritization of information sharing requirements, using heat maps (example image as a futuredeliverable, per the project plan)

ffi Conduct information sharing process modeling sessions using JIEM, to document the detailedexchange requirements

x Develop a privacy policy, to guide the implementationsit Development of the roadmap and overall implementation plan

# Design, development and architecture of the solutionss Deployment of the solution

w Creation of Policies, processes, procedures and training that will be required to support theinitiative

ffi Develop a governance plan. For an initiative of this size, complexity and scope, having a formalgovernance plan and approach is a critical element to success. Crowe will work with the CCICJISleadership team to draft a governance plan and approach. The draft will be shared with the criminaljustice information sharing team for review and feedback. The plan will include the followingcomponents:

ffi Scope and purposegli lnitiative management approach

* Participants, including members and roles/responsibilities (sponsors, customers, etc.)

ffi Financial considerations (e.9., chargebacks)r.s lnitiative repository for documents, including document maintenances1i lssues resolution process

*i List of policies and guidelines to be developed (outside of the governance plan and thisstatement of work)

& Crcnrunl-hnnffi&

12

O Copyright 2015 Crcwe Homath LLP

www.crowehorwath.com

Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County

Develop initiative communications plan. The Crowe team will develop a detailedcommunications plan, to assist with keeping all stakeholders aprised of initiative happenings. TheCommunication Plan will outline the frequency and expected communication method for allstakeholders. lt may include, but is not limited to an initiative newsletter, initiative collaboration site,etc.

Provide subject matter expertise and best practices. As requested, Crowe will provide subjectmatter experise, consultation, and an independent assessment of technologies, products, andcapabilities for the Global Standards Package (GSP), which includes GRA, NIEM and GFIPM.Crowe has designed, developed and implemented information sharing solutions utilizing GSP, andis aware of the market trends. Our assessment and consulation services will include:

# Summary of best practices analysis on other public sector information sharing initiatives.

arli Summary of best practices related to available technologies/solutions on the market

Gonduct training. After the plans are drafted, the Crowe team will develop a training program toreview and train CCICJIS stakeholders on the various plans developed, as well as next steps.Through training, best practices will be reviewed, and plans shared and questions answered aboutthe information sharing initiatives. To conduct the training, the following sub-activities will beprovided:

116 Training Plan: Crowe will create a training plan that identifies objectives, method of training,and individuals to be trained.

*t Training Materials: Crowe will create training materials for up to 50 individuals in 4, 2-hourtraining sessions. This training will be designed to educate agencies on the information sharinginitiative. Crowe will need to work with the County to establish an appropriate timeline in whichthe data exchanges will be completed, as well as establish desired training content based onthe staff intended to be trained.

P h ase 2 M i lestone s/D el iv e ra bl e s :s Establish guiding principles

fri Develop detailed CCICJIS project plan.

#n Develop a governance plan

ffil Develop an initiative communications plan

ffi Provide subject matter expertise and best practices

* Conduct training on the plan

Ongoing Project ManagemenUlnitiative Oversightln addition to the Phases above, Crowe will perform the following activities as the CCICJIS projectmanager role. These activities will occur on an ongoing basis, throughout this task order:i\ri Manage the execution of the project plan, after developed, in Phase 2. Crowe has included 7

hours/week for our project coordinator to manage the ongoing project plan.

*: Conduct weekly status meetings with initiative leadership (core team meetings)

rs Hold monthly meetings with PMO, CIO

* Oversee monthly CCICJIS meetings

Crowe will leverage its proven project management methodology, detailed later in this section, tomanage the ongoing activities.

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County

TimelineAs indicated in the task order, Crowe has proposed a 6-month timeline for the scope of work. Weassume a June 1 start date, with project activities ending by December 1,2015.

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County 15

Project ManagementOne of the critical success factors for any project is strong management and oversight. Crowe hasextensive experience managing information sharing initiatives in the public sector.

Crowe understands that participation from a number of entities and/or individuals is required for theCounty to effectively fulfill the goals and objectives of this project. Keeping all parties aligned to deliveron a common goal is a significant challenge. ln order to deliver as planned, the appropriate disciplines,structure, tools, and communication need to be in place to manage and align allwork efforts. Croweuses a standard methodology for project management, as outlined below. This methodology is alignedwith the Project Management lnstitute's (PMl) Prolect Management Body of Knowledge (PMBOK@).

Crowe has been performing Project and Program Management services within both the public sectorand private sector for over forty years. Crowe works collaboratively with our clients to implement aproject and program management approach that keeps all parties aligned and able to deliver asplanned. As a part of this collaborative approach, we integrate client resources into the process andproject structure. This allows us to leverage the unique expertise that exists within each organization,develop greater buy-in from client personnel and make it significantly easier for a justice system toadopt and integrate the final solution into daily operations once the project is complete.

The following is a summary of Crowe's methodology for managing a project. Project management is aset of processes and standards used to manage work efforts with dependencies across groups, teamsor activities, and keep all parties aligned to deliver on a common goal.

Throughout an initiative all parties must stay aligned on the purpose (what needs to be done), theorganization (who is responsible for each activity), the methodology (how the work will be executed) andthe timing (when the work will be done).

q; Crowe works with(/) clients to definep and regularlyf communicate thep purposeofther initiative.C Keeoino the teamo focu'sed'andE alioned on the9 sc5peofwhatL needs to beE'delivered, what( requires daily

attention and iscriticalto aninitiative'ssuccess.

I c Crowe works with| .O clients to define| fi and regularlyI id communicate the| 'F structure and| fi organization ofI orthe initiative.I t-^[ 6 Uwnershlp,l- accountabilitvI EandI I communicationI Q are essential in

I P eliminating[ frlconfusion andI = delav in resolvino| { issu6s.

I

I

I SCrowe works withI (Dclients to defineI9anoI O communicate thelE overallI ! methodology forI 1l the initiativeI S which makes itlz easierforteamsI C to communicateI o witn each other,I ]J identituI 9 oepeniencies| $and determine| =

appropnale| {. delivery dates.

Crowe works withclients toestablish andmanage a high-level integratedmaster plan withkey deliverydates. The teammust be able toeasily understandcurrent status,identify potentialproblems earlyand be able tomake thenecessaryadjustments todeliversuccessfully.

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County 16

Crowe's project management methodology is broken down into five (5) stages:

lnitiate - Defining the scope and the structure of the project

Plan - Establish tools, processes, standards and templates needed to support the project.

Execute - Execute the project, and keep all activities within the project aligned.

Control - Execute the necessary controls to enable the project is running effectively.

Glose - Wrap up all necessary details from the project.

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Building upon the project management methodology, here are some examples of activities and tasks.

Phase and Objective Activities and Tasks

lnitiateDefine and confirm the scope aswell as the overall structure of theproject, including roles,responsibilities andcommunication flow. Establish aninitial high-level milestone plan.

w Define the Project and Key Milestones

w Define project scopeil Define risks

*a Define major milestones and due dates

w Define budget

m Define the Project Structure

m Review initial project charter

s Develop project organizational chart

rx Review and Sign-off on the Acceptance of Deliverables

PlanEstablish tools, processes,standards and templates neededto support managing the project.Develop a detailed project plan.

:l;* Establish Planning and Reporting Standards

w: Review project planning standards

w Develop Detailed Project Plan

*r Review detailed project plan

ffi Develop Processes for Execution and Control

$ Manage scope

x Controlquality and approve deliverables

ffi Track budget to actual

w Review and Sign-off on the Acceptance of Deliverables

ExecuteExecute the project and managethe activities, resources, issues,risks, quality, scope and budget.Communicate regularly to allnecessarv oarties

w Monitor and Review Control Processes

*: Scope management

a* Budget management

ffi Quality assurance

ffi Review and Sign-off on the Acceptance of Deliverables

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ControlExecute the necessary controls tokeep the project runningeffectively. These controlsinclude monitoring and managingissues, risks, resources, quality,scope and budget.

w Monitor and Review

m Quality of deliverables

* Scope changes

$P Budget

w Execute the Approval Processes

x Review scope changes (with possible budget changes)

ffi Request Corrective Action Where Necessary.. Quality or delivery issues

w Scope issues

$* Budget issues

w Review and Sign-off on the Acceptance of Deliverables

GloseWrap up all necessary detailsfrom the project. Documentlessons learned in preparation forfuture projects.

tlr Perform End of Project Quality Assurance Reviews

#i Deliverablesw Budget

*s Perform Administrative and Contractual Closure

s Project documentation and deliverables complete

l*:; Final budget

wl Vendor contracts

Crowe will work collaboratively with the County to manage this project. As part of this collaborativeapproach, we will work with the County to develop and coordinate all plans, activities, timelines,milestones and deliverables, as well as provide the necessary communication to all parties. Thiscollaboration will allow us to leverage the unique expertise that exists within the County for developingcomprehensive requirements for the case management solution. Crowe will work closely with your teamto develop and finalize the scope, structure and staffing for the initiative. Together we will finalize adetailed plan with key project milestones, and will ensure all individuals participating in the initiativeu nderstand their responsibilities.

MeetingsAs a part of any engagement Crowe manages, it is customary for us to conduct an initial planning phaseof the project, which includes an informal kick off meeting with the County project manager, where wewill work to validate the project approach, establish the project governance structure and processes anddevelop a plan for this project. ln these initial meetings, Crowe will review project goals, setexpectations and answer questions. The goal of these activities is to begin to establish relationshipswith the entire project team and provide understanding about the approach for the project. The result ofthe initial meetings are the major prolect kick off meeting with the Crowe staff, any subcontractors, andall stakeholders and pro1ect team members as designated by the County. ln the kick off meeting, we willreview the project charter which details the project plan, project team communication approach, projectteam roles and responsibilities and timeline.

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The Crowe p@ect manager and select members of the team (as needed) will meet with the Countyeach week to review progress on the pro.iect. Crowe and the County will work together to determine theappropriate participation in those meetings. Agenda items for the status meetings should include theinformation defined for status reports, progress to schedule, issues, and other applicable topics.

Status Monitoring and ReportingThe project status will be monitored and reported by the Crowe Project Manager. The purpose of statusreporting is to keep the County informed of significant project activities. Microsoft Word will be used asthe reporting format. The Crowe Prolect Manager will provide a status report to the County each week.The status report will include the following:

!ir:l Brief description of major accomplishments from the previous week;

tffi Brief description of key milestones, dates and responsibilities;

*s Brief description of upcoming activities and expected goals; and

tr) Brief description of any concerns or issues.

Quality Gontrol ProcessQuality reviews will be carried out for each key deliverable for the project. Below is a summary ofCrowe's process for ensuring the quality of project deliverables (both internal processes as well reviewswith the County)

i€ All project deliverables are reviewed by an appropriate Project Team resource other than theauthor(s).

ffis Review feedback is provided on a timely basis (e.9. typically within 2-3 business days).

* All deliverables prepared by Crowe will be reviewed and signed-off by the appropriate CountyProject Team members when accepted.

$ Key project deliverables are, at a minimum, reviewed by the Prolect Managers.

Project Management Methodology SamplesTo support our project management methodology, Crowe has a complete toolkit of project managementartifacts, below are some highlights. We welcome the opportunity to provide a complete overview of ourtools if desired by the County.

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Data Exchange Proiect Manager for an Integrated Criminal Justice SystemCook County

*i High-level Milestone Plan. The high-level milestone plan provides a one-page timeline of keyactivities and project milestones. Color coding is often used to differentiate key teams, processes oractivities.

4. r^..-*.,*r IsednroeJ.lprotdeNlaiqh.l *l 9rorat S,raiton. P,iB

"' *'{tfii}x'"l^ i:lnlr:.f""'x*ffir7f,::"r':r' ^'

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Weekly Status Report. The weekly status report is used to communicate key accomplishments,next steps, issues, risks and misses (with corrective action). Additionally, it provides a visualreference to determine if the project is on track through the use of red lighUgreen lighUyellow lightstatus.

't9

-W

Accomplishments. A@omplishment #1. A@omplishment #2. Accomplishment#3. Accomplishment#4(etc,)...

Misses (with Corrective Action). [{i5s #1. Miss #2. Mrss #3. Miss #4 (etc.)...

,{#\ Crcnnre Flon\ ath.

Key lvlilestones

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County

it& Milestone/Deliverable Status. The milestone/deliverable status is a weekly companion to thestatus report, used to track the project's milestones and deliverables. Additionally, it provides avisual reference to determine if the milestone is on track through the use of red lighVgreenlighUyellow light status.

Work Breakdown Structure. The work breakdown structure is a one-page overview of theactivities and deliverables, and how they related to each other by activity and team member

20

Ic'lient Name] . I Prcject Name]Key Milestones/Deliverables (c of xxlxx/xx)

1 lrlilestmel 1/412007 5lt9J2OB7 Atfr& re I2 Flilestmez 7/Lo/2007 6/212007 onrn* ffi3 Mil6tme3 7/10/?OO7 6/212007 OnThd( m4 Mil6tone4 r/ro/?oo7 U2L/2007 AtRitk m 2

5 Milstones rl4/ZOO7 7/3U2On? OnTrad< ffi6 Milestone 6 3/7/2on? et|flzol? odayed &S& 3

Proiect AEa 2

7 ltlilstme 1 L/4/2OO? 5/19/2007 On TBd(

8 Flil6tme2 !/10/2007 6/U2007 OnTra*

9 Mil6tm.3 7/10/2007 61212001 OnTr6d(

10 Milestme4 7/IOI2OO? 7/2!2007 AtRitk

1J. milertone5 U4/2007 7/31]2007 OnTrad

t f e^a |tu,,-ii [Chent N!ru Hercl . f trole(t Xane Hml

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ffi Issues Tracking. The issues tracking log tracks project issues, including the status, issue owner,and the resolution.

6t Risk Tracking. The risk tracking log tracks pro.lect risks, including the risk level, risk owner, and the

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Data Exchange Project Manager for an lntegrated Griminal Justice SystemCook County 22

* Change Order/ControlTemplate. The change order/controltemplate is presented below.

n {,ilts,a1tiffiqs3,l l4!i.69tr n.* m* ]9sctx*mal . {&ffi 6{{rs.

e@&e{* lce&a*r{e:

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Silisna, lntsfr\die Sedcd iit rydicablt}:

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County 24

Team Member & Title Role Responsibility Field of Expertise

Bob Dobis, CPA, Paftner

and

Alicia Antonetti-Tricker,PMP

tsngagementOversight

uversee urowe'sproject team

Assure clientsatisfaction andprogram success

Communicate withproject executivecommittee tooversee clientsatisfaction andsuccess

Bob is the Partner in Charge of theGovernment Advisory practice at Crowe,with over 25 years of consulting experience.He specializes in justice & public safetyconsulting for state and local governments,and was the partner in charge of the lndianaDepartment of Homeland Security DataExchange project, as well as the partner in

charge of the Marion County DataExchange project.

Aliciais the Justice & Public Safety Practiceleader, with over 15 years working withinand consulting to state and localgovemment organizations, specializing indata exchange / information sharing in thecriminal justice & public safety industry.Alicia is a Certified Project ManagementProfessional (PMP) and led the lndianaDepartment of Homeland Security DataExchange project, and also the MarionCounty Data Exchange project. Alicia hasserved on UIS lnstitute national committees,and has contributed to national publications.

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County 25

Team Member & Title Role Responsibility Field of Expertise

Candidates (only oneperson):

w Susannah Heitger,PMP

rir Nicole Sims, PMP

iilll Ryan Dunn, CAPM

Project Managerand Lead Analyst

Manage the overallengagement,working with CookCounty team and allstakeholdersfocusing on projectscope, issues, risk,time, people, cost,quality anddeliverablesMaintain the masterproject plan

Oversee the creationof all deliverablesAdvise the CookCounty team onplanning approachesLead team throughcollaborativeapproachProvide overallguidance anddirection to theproject team

Susannah has ove|t3 years ofprofessional experience working within andconsulting to the public sector across avariety of business and technologyefforts. She is an experienced PMP-certified project manager and SME in thejustice & public safety practice, and hasworked with a variety of agencies acrossCity of Chicago, Cook County, and largemunicipalities throughout Cook County. Shemost recently managed a comprehensiveneeds analysis with the Clerk of the CircuitCourt of Cook County to prepare forimplementing a new Case ManagementSystem to be used across the organizationand with its partner agencies.

,Vicore has over 1 6 years of professionalexperience in the public sector, with deepsubject matter expertise in the Clerk of theCircuit Court operations, processes, andtechnologies. She is an experienced PMP-certified project manager who has ledseveral large technology implementations ina variety of technologies, and helpedmanage the lndiana Department ofHomeland Security Data Exchange project.

Ryan is an experienced CAPM-certifi edproject manager with nearly 10 years ofexperience on both the consulting side andalso working within large govemmentalagencies, specializing in datainteroperability. Ryan has worked with thelndiana Department of Homeland Security,lndiana Public Defender Commission, andState of lndiana lntegrated Public SafetyCommission on various technology projectsand data exchange initiatives.

Business Analyst (TBD) Business Analyst x Support ProjectManager

a* Co-Facilitatestakeholdermeetings andrequirementsgathering sessions

w Overseemaintenance oflibrary of projectdocumentation

*: Prepare alldeliverablesDocument meetingsand interviews

u Conduct bestpractices research

ue Assist in preparationof deliverables

This role is TBD depending on project startdate. Crowe's Govemment Advisorypnctice includes many potential Bus,hessAnalysts that have subject matter expeftisein the public sector and criminaljusticeagencies.

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County 26

Team Member & Title Role Responsibility Field of Expertise

Timothy Smith and/or

Laura Batson

Business Analyst Support ProjectManagerSupport creation ofplansLead the creation oftraining plan

Lead the creation oftraining materials

Iirn has over 15 years of process, projectmanagement, and technical consultingexperience in both public and privatesectors and is an accomplished technologistwho has spent many years "in the trenches"conducting hands-on technicalengagements. Tim has worked with CookCounty and City of Chicago extensively onbuilding many of its systems in use today,including data sharing portals such as theProperty Tax system. Tim also worked withCrowe on the Clerk of the Gircuit CourtCase Management System Needs Analysisproject.

Laura possesses extensive experience inTraining and Development, includingdesign, development, and facilitation oftraining programs and organizationalcommunications. She possesses extensiveexperience in development andorganizational communications, and haspublic sector experience locally in CookCountv.

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S. ffiqlmt FrmpsffisefAs requested, we have provided our cost proposal by project phase, on a time and material basis. Wehave proposed a blended rate for the Crowe team, and a separate rate structure for our partners fromCatalyst.

Phase 1 - lnitiate

Key Personnel (name & title) Est Hoursfa)

*Loaded HourlyRate (b)

Totals(al " (b)

Engagement Oversig ht (Candidates,Bob Dobis/Alicia Antonetti-Tricker)

6 $300 $1,800

Project Management (Cand idates:Susannah Heitger/Nicole Sims/RyanDunn)

22 $21 0 $4,620

Project Coordinator - Business Analystrole (Crowe TBD)

22 $125 $2,750

Business Analyst (Catalyst andMAA/BE)

2 $130 $260

Phase Subtotal = $9,430

Phase 2 - Plan

Key Perconnel (name & title) Est HoursIal

"Loaded HourlyRate (b)

Totals{al * (b)

Engagement Oversight (Candidates:Bob Dobis/Alicia Antonetti-Tricker)

9 $300 $2,700

Project Management (Candidates:Susannah Heitger/Nicole Sims/RyanDunn)

44 $21 0 $9,240

Project Coordinator - Business Analyst(Crowe TBD)

116 $125 $14,500

Business Analyst (Catalyst andM^^/BE)

134 $130 $17,420

Phase Subtotal = $43,860

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Data Exchange Project Manager for an lntegrated Criminal Justice SystemCook County 29

Ongoing ManagemenUOversight

Key Personne! (name & title) Est Hours{a)

*Loaded HourlyRate (b)

TotalsIal * Ilr)

Engagement Oversight (Candidates:Bob Dobis/Alicia Antonetti-Tricker)

10 $300 $3,000

Project Management (Candidates:Susannah Heitger/Nicole Sims/RyanDunn)

52 $21 0 $10,920

Project Coordinator (Crowe TBD) 260 $125 $32,500

Business Analyst (Catalyst andM^I/BE)

0 $130 $0

Phase Subtotal = $46,420

Project Totals:

Key Personnel (name & title) Est Hours{a)

"Loaded HourlyRate (b)

Totals(al " (b)

Engagement Oversight (Candidates:Bob Dobis/Alicia Antonetti-Tricker)

25 $300 $7,500

Project Management (Candidates:Susannah Heitger/Nicole Sims/RyanDunn)

118 $21 0 $24,780

Project Coordinator (Crowe TBD) 398 $125 $49,750

Business Analyst (Catalyst andMM/BE)

136 $130 $17,680

Phase Subtotal = $99,710

Cost Assumptions:

Our proposal contains a number of assumptions in our scope of work. ln addition, our pricing is basedon the following assumptions:i{llil Cook County Responsibilities: Cook County will be responsible for completing all assigned

activities by established project deadlines.

ffi Deliverables: Cook County will have 5 business days to review project deliverables unlessotherwise agreed upon. This includes the comment period and for final versions. Each phase ofthe project will require formal signoff and acceptance by the Cook County.

w lmplementation Services: information sharing implementation services are outside the scope ofthis proposal.

ic Data Sharing Requirements: the definition of specific data sharing requirements is not included inthe proposal.

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EXHIBIT 2

Minority and Women Owned Business Enterprise Commitment

I. POLICY AND GOALS

A. It is the policy of the County of Cook to prevent discrimination in the award of orparticipation in County Contracts and to eliminate arbitrary barriers for participation insuch Contracts by local businesses certified as a Minority Business Enterprise (MBE) andWomen-owned Business Enterprise (WBE) as both prime and sub-contractors. Infurtherance of this policy, the Cook County Board of Commissioners has adopted a

Minority- and Women-owned Business Enterprise Ordinance (the "Ordinance") whichestablishes annual goals for MBE and WBE participation as outlined below:

Contract Type

Goods and ServicesConstructionProfessional Services

GoalsMBE WBE25% t0%24% t0%

35%o Overall

B. The County shall set contract-specific goals, based on the availability of MBEs andWBEs that are certified to provide commodities or services specified in thissolicitation document. The MBEAilBE participation goals for this Agreement is17.syr. A Bid, Quotation, or Proposal shall be rejected if the County determines that it failsto comply with this General Condition in any way, including but not limited to: (i) failingto state an enforceable commitment to achieve for this contract the identified MBE/WBEContract goals; or (ii) failing to include a Petition for Reduction/Waiver, which states thatthe goals for MBE/WBE participation are not attainable despite the Bidder or ProposerGood Faith Efforts, and explains why. If a Bid, Quotation, or Proposal is rejected, then anew Bid, Quotation, or Proposal may be solicited if the public interest is served thereby.

To the extent that a Bid, Quotation, or Proposal includes a Petition for Reduction/Waiverthat is approved by the Office of Contract Compliance, the Contract specific MBE andWBE participation goals may be achieved by the proposed Bidder or Proposer's status as

an MBE or WBE; by the Bidder or Proposer's enforceable joint-venture agreement withone or more MBEs and/or WBEs; by the Bidder or Proposer entering into one or moreenforceable subcontracting agreements with one or more MBE and WBE; by the Bidder orProposer establishing and carrying out an enforceable mentor/protdg6 agreement with one

or more MBE and WBE; by the Bidder or Proposer actively engaging the IndirectParticipation of one or more MBE and WBE in other aspects of its business; or by anycombination of the foregoing, so long as the Utilization Plan evidences a commitment tomeet the MBE and WBE Contract goals set forth in (B) above, as approved by the Officeof Contract Compliance.

A single Person, as defined in the Procurement Code, may not be utilized as both an MBEand a WBE on the same Contract, whether as a Consultant, Subcontractor or supplier.

Unless specifically waived in the Bid or Proposal Documents, this Exhibit; the Ordinance;and the policies and procedures promulgated thereunder shall govern. If there is a conflict

C.

D.

E.

between this Exhibit and the Ordinance or the policies and procedures, the Ordinance shallcontrol.

F. A Consultant's failure to carry out its commitment regarding MBE and WBE participationin the course of the Contract's performance may constitute a material breach of theContract. If such breach is not appropriately cured, it may result in withholding ofpayments under the Contract, contractual penalties, disqualification and any other remedyprovided for in Division 4 of the Procurement Code at law or in equity.

II. REOUIRED BID OR PROPOSAL SUBMITTALS

A Bidder or Proposer shall document its commitment to meeting the Contract specific MBE andWBE participation goals by submitting a Utilization Plan with the Bid or Proposal. The UtilizationPlan shall include (1) one or more Letter(s) of Intent from the relevant MBE and WBE firms; and(2) current Letters of Certification as an MBE or WBE. Altematively, the Bidder or Proposer shallsubmit (1) a written Petition for Reduction/Waiver with the Bid, Quotation or Proposal, whichdocuments its preceding Good Faith Efforts and an explanation of its inability to meet the goals

for MBE and WBE participation. The Utilization Plan shall be submitted at the time that the bidor proposal is due. Failure to include a Utilization Plan will render the submission notResponsive and shall be cause for the CPO to reject the Bid or Proposal.

A. MBEiWBE Utilization Plan

Each Bid or Proposal shall include a complete Utilization Plan, as set forth on Form I ofthe MAVBE Compliance Forms. The Utilization Plan shall include the name(s), mailingaddress, email address, and telephone number of the principal contact person of the relevantMBE and WBE firms. If the Bidder or Proposer submits a Bid or Proposal, and any oftheir subconsultants, suppliers or consultants, are certified MBE or WBE firms, they shallbe identified as an MBE or WBE within the Utilization Plan.

1. Letter(s) of Intent

Except as set forth below, a Bid or Proposal shall include, as part of the Utilization Plan,one or more Letter(s) of Intent, as set forth on Form 2 of the M/WBE Compliance Forms,executed by each MBE and WBE and the Bidder or Proposer. The Letter(s) of Intent willbe used to confirm that each MBE and WBE shall perform work as a Subcontractor,supplier, joint venture, or consultant on the Contract. Each Letter of Intent shall indicatewhether and the degree to which the MBE or WBE will provide goods or services directlyor indirectly during the term of the Contract. The box for direct participation shall be

marked if the proposed MBE or WBE will provide goods or services directly related to thescope of the Contract. The box for Indirectparticipation shall be marked if the proposedMBE or WBE will not be directly involved in the Contract but will be utilized by the Bidderor Proposer for other services not related to the Contract. Indirect Participation shall notbe counted toward the participation goal. Each Letter of Intent shall accurately detail thework to be performed by the relevant MBE or WBE firm, the agreed dollar amount, thepercentage of work, and the terms of payment.

Failure to include Letter(s) of Intent will render the submissionshall be cause for the CPO to reject the Bid or Proposal.

All Bids and Proposals must conform to the commitments madeLetter(s) of Intent, as may be amended through change orders.

not Responsive and

in the corresponding

The Contract Compliance Director may at any time request supplemental informationregarding Letter(s) of Intent, and such information shall be furnished if the correspondingBid or Proposal is to be deemed responsive.

2. Letter(s) of Certification

Only current Letter(s) of Certification from one of the following entities may be acceptedas proof of certification for MBE/WBE status, provided that Cook County's requirementsfor certification are met:

' County of Cook' City of Chicago

Persons that are currently certified by the City of Chicago in any area other thanConstruction/Public Works shall also complete and submit a MBE/WBE ReciprocalCertification Affidavit along with a current letter of certification from the City of Chicago.This Affidavit form can be downloaded from www.cookcountyil.gov/contractcompliance.

The Contract Compliance Director may reject the certification of any MBE or WBE on theground that it does not meet the requirements of the Ordinance, or the policies and rulespromulgated thereunder.

3. Joint Venture Affidavit

In the event a Bid or Proposal achieves MBE and/or WBE participation through a JointVenture, the Bid or Proposal shall include the required Joint Venture Affidavit, which can

be downloaded from www.cookcountyil.gov/contractcompliance. The Joint VentureAffidavit shall be submitted with the Bid or Proposal, along with current Letter(s) ofCertification.

B. Petition for Reduction/Waiver

In the event a Bid or Proposal does not meet the Contract specific goals for MBE and WBEparticipation, the Bid or Proposal shall include a Petition for Reduction/Waiver, as set forthon Form 3. The Petition for Reduction/Waiver shall be supported by sufficient evidenceand documentation to demonstrate the Bidder or Proposer's Good Faith Efforts inattempting to achieve the applicable MBE and WBE goals, and its inability to do so despiteits Good Faith Efforts.

Failure to include Petition for ReductionAilaiver will render the submission notResponsive and shall be cause for the CPO to reject the Bid or Proposal.

III. REDUCTION/WAIVER OF MBE/WBE GOALS

A. Granting or Denyine a Reduction/Waiver Request.

1. The adequacy of the Good Faith Efforts to utilize MBE and WBE firms in a Bid orProposal will be evaluated by the CCD under such conditions as are set forth in theOrdinance, the policies and rules promulgated thereunder, and in the "Petition forReductiorVWaiver of MBE/WBE Participation Goals" - Form 3 of the M/WBECcimpliance Forms.

With respect to a Petition for Reduction/Waiver, the sufficiency or insufficiency of a

Bidder or Proposer's Good Faith Efforts shall be evaluated by the CCD as of the dateupon which the corresponding Bid or Proposal was due.

The Contract Compliance Director or his or her duly authorized Waiver Committeemay grant or deny the Petition for Reduction/Waiver based upon factors including butnot limited to: (a) whether sufficient qualified MBE and WBE firms are unavailabledespite good faith efforts on the part of the Bidder or Proposer; (b) the degree to whichspecifications and the reasonable and necessary requirements for performing theContract make it impossible or economically infeasible to divide the Contract intosufficiently small tasks or quantities so as to enable the Bidder or Proposer to utilizeMBE and WBE firms in accordance with the applicable goals; (c) the degree to whichthe prices or prices required by any potential MBE or WBE are more that 10% abovecompetitive levels; and (d) such other factors as are determined relevant by the ContractCompliance Director or the duly authorized Waiver Committee.

If the Contract Compliance Director or the duly authorized Waiver Committeedetermines that the Bidder or Proposer has not demonstrated sufficient Good FaithEfforts to meet the applicable MBE and WBE goals, the Contract Compliance Directoror the duly authorized Waiver Committee may deny a Petition for Reduction/Waiver,declare the Bid or Proposal non-responsive, and recommend rejection of the Bid,Quotation, or Proposal.

IV. CHANGES IN CONSULTAI\T'S UTILIZATION PLAN

A. A Consultant, during its performance ofthe Contract, may not change the original MBEor WBE commitments specified in the relevant Utilization Plan, including but notlimited to, terminating a MBE or WBE Contract, reducing the scope of the work to be

performed by a MBE/WBE, or decreasing the price to a MBE/WBE, except as

otherwise provided by the Ordinance and according to the policies and procedurespromul gated thereunder.

2.

4.

B. Where a Person listed under the Contract was previously considered to be a MBE orWBE but is later found not to be, or work is found not to be creditable toward the MBEor WBE goals as stated in the Utilization Plan, the Consultant shall seek to dischargethe disqualified enterprise, upon proper written notification to the Contract ComplianceDirector, and make every effort to identify and engage a qualified MBE or WBE as itsreplacement. Failure to obtain an MBE or WBE replacement within 30 business daysof the Contract Compliance Director's written approval of the removal of a purportedMBE or WBE may result in the termination of the Contract or the imposition of suchremedy authorized by the Ordinance, unless a written Petition for Reduction/Waiver isgranted allowing the Consultant to award the work to a Person that is not certified as

an MBE or WBE.

V. NON-COMPLIAI\CE

If the CCD determines that the Consultant has failed to comply with its contractual commitmentsor any portion of the Ordinance, the policies and procedures promulgated thereunder, or thisExhibit, the Contract Compliance Director shall notify the Consultant of such determination andmay take any and all appropriate actions as set forth in the Ordinance or the policies and procedurespromulgated thereunder which includes but is not limited to disqualification, penalties,withholding of payments or other remedies in law or equity.

YI. REPORTING/RECORD-KEEPING REOUIREMENTS

The Consultant shall comply with the reporting and record-keeping requirements in the mannerand time established by the Ordinance, the policies and procedure promulgated thereunder, andthe Contract Compliance Director. Failure to comply with such reporting and record-keepingrequirements may result in a declaration of Contract default. Upon award of a Contract, aConsultant shall acquire and utilize all Cook County reporting and record-keeping forms andmethods which are made available by the Office of Contract Compliance. MBE and WBE firmsshall be required to verify payments made by and received from the prime Consultant.

YII. EOUAL EMPLOYMENT OPPORTUNITY

Compliance with MBE and WBE requirements will not diminish or supplant other legal EqualEmployment Opportunity and Civil Rights requirements that relate to Consultant andSubcontractor obligations.

Any questions regarding this section should be directed to:Contract Compliance DirectorCook County118 North Clark Street, Room 1020Chicago, Illinois 60602(312) 603-ss02

EXHIBIT 3

Evidence of Insurance

CERTIFICATE OF LIABILITY INSURANCETHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE GERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMAT]VELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLIGIESBELOW. THIS CERT]FIGATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorced. lf SUBROGATION lS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the

312-279-4610

a, Hartford Underwriters lnsurance ComrNsuRED CROWCHIZCrowe Horwath LLP

844 78304THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO \A/I-IICH 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 SHO\AN MAY HAVE BEEN REDUCED BY PAID CLAIMS.tr

TYPE OF INSURANCE POLICY NUMBERPO

IMM LIMITS

X COMMERCIAL GENERAL LIABILITY

I CLATMS-MADE x OCCUR

83UUNAR95O9 41112015 4t112016 EACH OCCURRENCE $2.000.000DAMAGE TO RENTEDPRFMISFS lEe omurence) s 1.000.000

MED EXP (Anv one person) s't 0.000

PERSONAL & ADV INJURY $2,000,000

GEI

xJ'L AGGREGATE LIMIT APPLIES PER

,o',"" Ix'] 35o; fil .o"OTHER:

GENERAL AGGREGATE $4,000,000

PRODUCTS - COMP/OP AGG $4,000.000$

AU']

X

OMOBILE LIABILITY

ANY AUTO

ALL OVVNEDAUTOS

HIRED AUTOS

f _l SCHEDULED

I AUTOS-.;- NON.O\AAEDI ^ I aurosn

83UUNAR95O9 4t1t2015 411t2016 )MBINtU :,INULE LIMii eeidentl $ t, ooo,ooo

BODILY INJURY (Per person) $

BOOILY INJURY (Per accrdent) $

HXUHEK I Y UAMAUE(Per accident) $

$

X UMBRELLA LIAB

EXCESS LIAB

OCCUR

CLAIMS-l\rlADE

83RHUAR9168 4t1t2015 4t112016 EACH OCCURRENCE $1 0,000,000

AGGREGATE $

DED X I nrrrrulorus10.oooWORKERS COMPENSATIONANDEMPLOYERS'LtABtLtTY YINANY PROPRIETOR/PARTNER/EXECUTIVE

-OFFICER/MEMBER EXCLUDED? I

(Mana,torln NHIll yes, describe undernFS(:RIPTION OF OPFRATIONS hcl^w

N/A

83WBB04928 4t112015 41112016 X ITE

E.L. EACH ACCIDENT $ 1.000.000

E,L. DISEASE. EA EMPLOYEE $ 1,000,000

E.L, DISEASE. POLICY LIMIT 1.000.000

DESCRIPTIONOFOPERATIONS/LOCATIONSTVEHICLES (ACORDl0l,Additional RemarkaSchedule,maybeattachedif morespaceisrequircd)

RE: Task Order Proposal in reference to City of Chicago Specification No. 66760 Category 5Task Order No. 1423-14250: Data Exchange Project Manager For Cook County lntegrated Criminal Justice System

Cook County, its officials, employees and agents are Additional lnsured in accordance with the following: .General Liability coverage formHG0001 0605, General Liability Coverage Form - Additional lnsured When Required By Written Contract, Written Agreement or Permit. Thisform includes Primary and Non-Contributory if Required by Contract. .Automobile Liability coverage form HA9916 03't2, CommercialSee Attached...

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE w'LL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.Cook County118 N. Clark Street, Room 1018Chicago lL 60602

@ 1988-2014 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORDACORD 25 (2O14tO1l

A{:{:}fr

AGENCY CUSTOMER lD: CROWCHIZ

LOC #:

ADDITIONAL REMARKS SCHEDULE Page 1 of 1

South Bend lN 46601

AGENCY

HUB lnternational Midwest Limited

THIS ADDITIONAL REMARKS FORM 15 A SCHEDULE TO ACORD FORM,

FoRM NUMBEn: 25 FoRM TTTLE: CERTIFICATE OF LIABIUTY INSUS NqE

Broad Form Endt-Additional lnsured lf Required By Contract. This form includes Primary and Non-Contributory if Required byact.

/aiver of Subrogation applies in favor of the certificate holder as follows: .General Liability form HG0001 0605, General Liability Coverageorm, Waiver of Our Riqht of Recovery- Waiver of Subroqation. .Automobile Liabilitv form HA9916 0312, Commercial Automobile BroadWaiver of Our Right of Recovery- Waiver of Subrogation. .Automobile Liability form HA9916 0312, Commercial Automobile Broad

Endt, Waiver of S-ubrogation. .Wbrkers' Compensati-on and Employers' Liability form WC000313, Waiver of Our Right to Recover from

ADDITIONAL REMARKS

@ 2008 ACORD CORPORATION. All rights resen/ed.

The AGORD name and logo are registered marks of ACORDACORD 101 (2008/01)

CERTIFICATE OF LIABILITY INSURANCEoATE (MII|'oDIYYYYI

08/18/15THIS CERTIFICATE IS ISSUED AS A I$ATTER OF ]NFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THISGERT]FIGATE DOES NOT AFFIRIIIIATIVELY OR }IEGATIVELY AIIIETID, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLIGIESBELOW THIS GERTIFICATE OF ]NSURANCE DOES NOT GONSTITUTE A COHTRACT BETWEEN THE ISSUING INSURER{S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTFICATE HOLDER.

the tefms and condl0ons of the pollcy, certaln pollcles may requare en endotremsnt. A staterflent on this certificab docs not confer rlghte to theholder in lieu of such

PRoDUcEn Aon Rlsk SeMces Northeast, lnc.'l 99 Water Street, 9th FloorNewYork, N.Y.10038

a, Swies Re lnlemationd SE

$lsuRED crowe Horwath LLP330 East Jefferson BlvdSoutr Bend, lN 46624

COVERAGES NUMBER:THIS IS TO CERTIFY THAT,TIIE POLICIES OF INSUMNCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED ]{AMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWTHSTANDING ANI.REOUIREMENT, TERM OR C'NDIITON OF ANY CON'TRACT OR OTHER DOCUMENT WTH RESPECT TO W{ICH THISCERTIFICATE I\iAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN lS SUBJECT TO ALL THE TERlvlS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UMITS SHO\^N MAY HAVE BEEN REDUCED BY PAID CI.AIMS,

OOII'MERCIAL GENERAL LIAEIUTY

cr-ArMs-MADE l-l ***

GEN'L AGGREGATE LIMIT APPLIES PER:

"or"' fl5ffi f-l 'o"

AUTOMOAILE LIAELITY

ANY AUTOALL owhtED [--.l scnpouuoAuros | | A[-r'ros

I I I{ON'OV\rNEDHIREDAUTOS I I AUToS

BOOILY lNJL,RY (Ps psrsn)

BODILY INJLRY (PGr.ElrGfl t)

EITPLOYERS'LTABUTY YPROPRIETOR'P.ARTN ERE)GCUTIVECERiI'EMBER EXCLUDED?

Not l€ss than US$1,000,000 any on€ clalm and lnall, including cosis, charges and €xp€n8ss,

OESG'RFIrcISOFOPmATIONSTLOCATIONSIVCHICLES (ACORDto'l,Addltlm.l Remrl6Ssh€drlo,mryboltlsclndltmoEspa€alsqultldl

CERTIFICATE

@ t9E8-2014 ACORD GORPORA

The ACORD name and togo are reglstorod marks of AGORD

Cook County118 N Clark Street, Roorn 1018Chicago, lL 60602

AHOULD ANY OF THE ABOVE DESCRIBED POLEIES BE CAI{CELLED BEFORErHE EXPIRATION DATE THEREOF, iIONCE VUILL BE DELIVERED IN

ACGORDAI{CE WTH THE PCILICY PRot/I8]OiIS.

,$a.t ke Seu*a*l&aat, 7o,

ACORD 2'e0,4nllAll righte reserued.

EXHIBIT 4

Identifi cation of Subcontractor/Supplier/Subconsultant Form

Gook CountyOffice of the Chief Prccurement Officer

Identilication of Subcontractort8upplierlSubconsultant Form

CONTRACT NO.

OCPO ONLY:O Disquall{icationO Check Comolete

The Bidder/Proposar/Respondent ("the Contracto/') will fully cornplete and execub and submit an ldentification ofSubcontractor/Supplier/Subconsultant Form ("lSP') with each Bid, Request for Proposal, and Request forQualification. The Contractor must complete the lSF for each Subcontractor, Supplier or Subconsultant whichshall be ueed on the Contract, ln the event that there are any changes in the utilization of Subcontractors,Suppliers or Subconsultants, ffre Contractor must file an updated lSF.

Not6t Upon request, a copy of all writen subcontractor agreements rnust be provided to the OCPO.

Deecrlotlon of Servlces or SuoollesTotal Prlce of

Subcontract forSenrleec lrluDplica

Business Analyst $17,680

The subcontract documenb will incoryorate all requirements of the Contract awarded to ihe Conhactor as applicable.The subcontract will in no way hinder the Subcontractor/Supplier/Subconsultant from maintaining its progress on anyother contract on which it is either a Subcontractor/Supplier/Subconsultant or principal contras'tor. This discloeure ismade with the understanding that the Contractor is not under any circumstances rclieved of its abilities andobligations, and is responsible for the oryanization, perhrmance, and quality of work. This form does not approveany proposed changec, revisions or modificatons to the contract approved MBE/WBE Ufllzation Plan. Anychangas to the eontracfo approved tllBEtwBE/Utilizaton Plan mmt be submitted to the ffice of theGontract Gompliance.

Contractor Crowe Horwath LLP

Name Robert S. Dobis, partner

Bid/RFp/RFq No.: Task Order No. 1423-14250 Date: August20,2015

Total Bid or Proposal Amount $99'710 Contract Title: Data Exchange Project Manager

Conkaclor: Crowe Horwath LLpsubcontractoflsupprcilSubconsultant to be Catalyst Consulting Group, lnc.added or substitute:

flltilffit,,::nt"d Rob",r s. DobisAuthorized Contact forSubcontactor/Suppliefl Tim SmithSubconsultant:

Email AddreesA;;;;;ri - bob.dobis@crotrrehonrath.com Email Address

/s;;;;;r;;; tim.smith@catconsult.com

CompanyAddress 225 West Wacker Drive(Contractor): Suite 2600

Comoanv AddressFubbniractor): 211 W' Wacker, Suite 450

!#i3j:H#.. chicaso, nrinois 60606 PIY: ^sl*al.zip ch r."go, r n r nois 60606ISUtlconrracfonl

ISlH["#;i"' F"' 312.Bee.s4ee I 3i2.8ss.s300 I:l?p-P19 fl9.Fr* 312.e2o.osso INA

f .Sr rhi./1nfr9.torlEstimated Start andCompletion Dates 91112015 - 113112016(Contractor)

EstimaEd Start andCompletion Datee g1D|,lS - 113112016(Subcontrar*orl

August20,2015

ISF-T

EXHIBIT 5

Federal Clauses

1.

Contract No. 1 423-1 4250

SEPCIAL CONDITION: FEDERAL CLAUSES

The following provisions apply to all Contracts which are funded in whole or in part with federal funds.

lnterest of Members of or Deleoates to the United States Conqress

ln accordance with 41 U.S.C. S 22, the Contractor agrees that it will not admit any member of or delegate tothe United States Congress to any share or part of the Contract or any benefit derived therefrom.

False or Fraudulent Statements and Claims

The Contractor recognizes that the requirements of the Program Fraud Civil Remedies Act of 1986,as amended, 49 U.S.C. SS 3081 et seq and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to the Contract. Accordingly, by signing the Contract,the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, itmakes, or it may make pertaining to the Contract, including without limitation any invoice for itsservices. ln addition to other penalties that may be applicable, the Contractor also acknowledgesthat if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, theFederal Government reserves the right to impose the penalties of the Program Fraud Civil RemediesAct of 1986, as amended, on the Contractor to the extent the Federal Government deemsappropriate.

The Contractor also acknowledges that if it makes a hlse, fictitious, or fraudulent claim, statement,

submission, or certification to the County or Federal Government in connection with an urbanizedarea formula project financed with Federal assistance authorized by 49 U.S.C. $ 5307, theGovernment reserves the right to impose on the Contractor the penalties of 18 U.S.C. $ 1001 and 49U.S.C. S 5307(n)(1), to the extent the Federal Government deems appropriate.

Federal lnterest in Patents

General. lf any invention, improvement, or discovery of the Contractor is conceived or first actuallyreduced to practice in the course of or under the Contract, and that invention, improvement, ordiscovery is patentable under the laws of the Unites States of America or any foreign country, theContractor agrees to notify County immediately and provide a detailed report.

Federal Rights. Unless the Federal Government later makes a contrary determination in writing, therights and responsibilities of the County, Contractor, and the Federal Government pertaining to thatinvention, improvement, or discovery will be determined in accordance with applicable Federal laws

and regulations, including any waiver thereof. Unless the Federal Government later makes a contrarydetermination in writing, the Contractor agrees that, irrespective of its stiatus or the status of any

subcontractor at any tier (e 9., a large business, small business, non-profit organization, institution ofhigher education, individual), the Contractor agrees it will transmit to the Federal Government thoserights due the Federal Government in any invention resulting from the contract.

Federal lnterest in Data and Coovriqhts

(a) Definition. The term "subject data" used in this section means recorded information, whether or not

copyrighted, that is delivered or specified to be delivered under the Contract. Examples include, butare not limited, to: computer software, engineering drawings and associated lists, specifications,standards, process sheets, manuals, technical reports, catalog item identifications, and related

information. The term "subject data" does not include financial reports, cost analyses, and similarinformation incidental to Contract administration.

2.

(a)

(b)

(a)

(b)

Contract No. I 423-1 4250

(b) Federal Restrictions. The following restrictions apply to all subject data first produced in theperformance of the Contract. Except as provided in the Contract and except for its own internal use,

the Contractor may not publish or publicly reproduce subjectdata in whole or in part, or in any manneror form, nor may the Contractor: authorize others to do so, without the written consent of the Countyand the Federal Government, until such time as the Federal Government may have either releasedor approved the release of such data to the public.

(c) Federal Rights in Data and Copyrights. ln accordance with subparts 34 and 36 of the Common Rule,

the County and the Federal Government reserve a royalty-free, non-exclusive and irrevocable license

to reproduce, publish, or othenvise use, and to authorize others to use, for County or Federal

Government purposes, the types of subject data described below. Without the copyright owne/sconsent, the County and Federal Government may not extend their license to other parties

(1 ) Any subject data developed under the contract or subagreement financed by a federal GrantAgreement or Cooperative Agreement, whether or not a copyright has been obtained; and

(2) Any rights of copyright which the Contractor purchases ownership with Federal assistance.

(d) Special Federal Rights for Planning Research and Development Projects. When the Federal

Govemment provides financial assistance for a planning, research, development, or demonstrationproject, its general intention is to increase public knowledge, rather than limit the benefits of theproject to participants in the project. Therefore, unless the Federal Government determinesotherwise, the Contractor on a planning, research, development, or demonstration project agreesthat, in addition to the rights in data and copyrights set forth above, the County or Federal

Government may make available to any third party either a license in the copyright to the subjectdataoracopyofthesubjectdata. lftheprojectisnotcompletedforanyreasonwhatsoever,all datadeveloped under the project will become subject data and will be delivered as the County or Federal

Government may direct. This subsection, however, does not apply to adaptions of automatic dataprocessing equipment or previously existing software programs for the County's use whose costs are

financed with Federal transportation funds for capital projects.

(e) Hold Harmless. Unless prohibited by state law, upon request by the County or the Federal

Government, the Contractor agrees to indemnify, save, and hold harmless the County and theFederal Government and their officers, agents, and employees acting within the scope of their official

duties against any liability, including costs and expenses, resulting from any willful or intentionalviolation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of thepublication, translation, reproduction, delivery, use, or disposition of any data furnished under theContract. The Contractor will not be required to indemnify the County or Federal Government for

any such liability arising out of the wrongful acts of employees or agents of the County or Federal

Government.

(f) Restrictions on Access to Patent Rights. Nothing contained in this section on rights in data will implya license to the County or Federal Government under any patent or be construed as affecting thescope of any license or other right otherwise granted to the County or Federal Government underany patent.

(S) Application on Materials lncorporated into Project. The requirements of Subsections 2,3, and 4 otthis Section do not apply to material furnished by the County and incorporated into the work.

Records and Audits

Contractor will deliver or cause to be delivered all documents (including but not limited to all Deliverables and

supporting data, records, graphs, charts and notes) prepared by or for the County under the terms of this

Agreement to the County promptly in accordance with the time limits prescribed in this Contract, and if no timelimit is specified, then upon reasonable demand therefor or upon termination or completion of the Services

6.

Contract No. 1 423- I 4250

hereunder. ln the event of the failure by the Contractor to make such delivery, then and in that event, theContractor will pay to County reasonable damages the County may sustain by reason thereof.

The County and the Federal Government will have the right to audit all payments made to the Contractorunder this Agreement. Any payments to the Contractor which exceed the amount to which the Contractor is

entitled under the terms of this Agreement will be subject to set-off.

The Contractor will keep and retain records relating to this Agreement and will make such records availableto representatives of the County and the Federal Government, including without limitation the sponsoringfederal agency, other paffcipating agencies, and the Comptroller General of the United States, at reasonabletimes during the performance of this Agreement and for at least five years after termination of this Agreementfor purposes of audit, inspection, copying, transcribing and abstracting.

No provision in this Agreement granting the County or the Federal Government a right of access to records isintended to impair, limit or affect any right of access to such records which the County or the FederalGovernment would have had in the absence of such provisions.

Environmental Requirements

The Contractor recognizes that many Federal and state laws imposing environmental and resourceconservation requirements may apply to the Contract. Some, but not all, of the major Federal Laws that mayaffect the Contract include: the National Environmental Policy Act of 1969, as amended, 42 U.S.C. SS 4321etseq.; the Clean AirAct, as amended,42 U.S.C. SS 7401 etseq. and scattered sections of 29 U.S.C.; theClean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.; the Resource Conservationand Recovery Act, as amended, 42 U.S.C. SS 6901 et seq.; and the Comprehensive EnvironmentalResponse, Compensation, and Liability Act, as amended, 42 U.S.C. SS 9601 et seq. The Contractor alsorecognizes that U.S. EPA, U.S. DOT and other agencies of the Federal Government have issued and areexpected in the future to issue regulations, guidelines, standards, orders, directives, or other requirementsthat may affect the Contract. Thus, the Contractor agrees to adhere to, and impose on its subcontractors, any

such Federal requirements as the Federal Government may now or in the future promulgate. Listed beloware requirements of particular concern.

The Contractor acknowledges that this list does not constitute the Contractor's entire obligation to meet all

Federal environmental and resource conservation requirements. The Contractor will include these provisionsin all subcontracts.

Environmental Protection. The Contractor agrees to comply with the applicable requirements of the

National Environmental Policy Act of 1969, as amended, 42 U.S.C. SS 4321 et seq. in accordancewith Executive Order No. 12898, "Federal Actions to Address Environmental Justice in MinorityPopulations and Low-lncome Populations," 59 Fed. Reg.7629, Feb. 16, 1994; U.S. DOTstatutoryrequirements on environmental matters at 49 U.S.C. S 532a(b); Council on Environmental Qualityregulations on compliance with the National Environmental Policy Act of 1969, as amended, 40C.F.R. Part 1500 et seq.; and U.S. DOT regulations, "Environmental lmpact and Related

Procedures," 23 C.F.R. PartTTl and 49 C.F.R. Part 622.

Air Quality. The Contractor agrees to comply with all applicable standards, orders, or regulationsissued pursuant to the Clean Air Act, as amended, 42 U.S.C. SS 7401 et seq. Specifically, theContractor agrees to comply with applicable requirements of U.S. EPA regulations, "Conformity to

State of Federal lmplementation Plans of Transportation Plans, Programs, and Projects Developed,

Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act,' 40 C.F.R. Part 51 , Subpart T;

and "Determining Conformity of Federal Actions to State or Federal lmplementation Plans," 40 C.F.R.

Part 93. The Contractor further agrees to report and require each subcontractor at any tier to reportany violation of these requirements resulting from any Contract implementation activity to the Countyand the appropriate U.S. EPA Regional Office.

(a)

(b)

7.

8.

Contract No. I 423- 1 4250

(c) Clean Water. The Contractor agrees to comply with all applicable standards, orders, or regulationsissued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. SS 1251 et seq.

The Contractor further agrees to report and require each subcontractor at any tier to report anyviolation of these requirements resulting from any Contract implementatlon activity to the County and

the appropriate U.S. EPA Regional Office.

(d) List of Violating Facilities. The Contractor agrees that any facility to be used in the performance ofthe Contract or to benefit from the Contractwill not be listed on the U.S. EPA List of Violating Facilities("List"), and the Contractor will promptly notify the County if the Contractor receives any

communication from the U.S. EPA that such a facility is under consideration for inclusion on the List.

(e) Preference for Recycled Products. To the extent practicable and economically feasible and to theextent that it does not reduce or impair the quality of the work, the Contractor agrees to use recycledproducts in performance of the Contract pursuant to U.S. Environment Protection Agency (U.S. EPA)guidelines at 40 C. F. R. Parts 247 -253, which implement section 6002 of the Resource Conservationand Recovery Act, as amended, 42 U.S.C. S 6962.

No Exclusionarv or Discriminatorv Specifications

Apart from inconsistent requirements imposed by Federal statute or regulations, the Contractor agrees that itwill comply with the requirements of 49 U.S.C. S 5323(hX2) by refraining from using any Federal assistanceto support subcontracts procured using exclusionary or discriminatory speciflcations.

Carqo Preference - Use of United States Flaq Vessels

The Contractor agrees to comply with U.S. Maritime Administration regulations, "Cargo-Preference - U.S.

Flag Vessels," 49 C.F.R. Part 381, and to include the clauses required by those regulations, modified as

necessary to identify the affected parties, in each subcontract or subagreement involving equipment,materials, or commodities suitable for transport by ocean vessel.

Flv America

Section 14.c of the Master Agreement states that if the contract or subcontracts may involve the internationaltransportation of goods, equipment, or personnel by air, the contract must require Contractors and

subcontractors at every tier to use U.S.-flag air carriers, to the extent service by these carriers is available. 49

U.S.C. 40118 and 4 C.F.R. Part 52.

No Federal Government Obliqations to Third Parties

The Contractor agrees that, absent the Federal Government's express written consent, the FederalGovernment will not be subject to any obligations or liabilities to any contractor or any other person not a party

to the Grant Agreement or Cooperative Agreement between the County and the Federal Government whichis a source of funds for this Contract. Notwithstanding any concurrence provided by the Federal Governmentin or approval of any solicitation, agreement, or contract, the Federal Government continues to have no

obligations or liabilities to any party, including the Contractor.

Allowable Costs

Notwithstanding any compensation provision to the contrary, the Contractor's compensation under this

Contract will be limited to those amounts which are allowable and allocable to the Contract in accordance

with OMB Circular A-87 and the regulations in 49 C. F. R. Part 18. To the extent that an audit reveals that theContractor has received payment in excess of such amounts, the County may offset such excess payments

against any future payments due to the Contractor and, if no future payments are due or if future payments

are less than such excess, the Contractor will promptly refund the amount of the excess payments to theCounty.

10.

11.

Contract No. I 423- I 4250

12. Trade Restrictions

Contractor certifies that neither it nor any Subcontractor:

(a) is owned or controlled by one or more citizens of a foreign country included in the list of countriesthat discriminate against U.S. firms published by the Office of the United States Trade Representative(USTR);

has knowingly entered into any contract or subcontract with a person that is a citizen or national of aforeign country on said list, nor is owned or controlled directly or indirectly by one or more citizens ornationals of a foreign country on said list;

will procure, subcontract for, or recommend any product that is produced in a foreign country on saidlist.

Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR30.17, no Notice-to-Proceed will be issued to an entity who is unable to certify to the above. lf Contractorknowingly procures or subcontracts for the supply of any product or service of a foreign country on said list foruse on the project, the USDOT may direct, through the County, cancellation of the Contract at no cost to theGovemment.

Further, Contractor agrees that it will incorporate this provision for certification without modification in eachsubcontract. Contractor may rely on the certiflcation of a prospective Subcontractor unless it has knowledgethat the certification is erroneous. Contractor will provide immediate written notice to the County if it learnsthat its certification or that of a Subcontractor was erroneous when submitted or has become erroneous byreason of changed circumstances. Each Subcontractor must agree to provide written notice to Contractor ifat any time it learns that its certification was erroneous by reason of changed circumstances. Nothingcontained in the foregoing will be construed to require establishment of a system of records in order to render,in good faith, the certification required by this provision.

The knowledge and information of the Contractor is not required to exceed that which is normally possessedby a prudent person in the ordinary course of business dealings.

This certification concerns a matter within the jurisdiction of an agency of the United States of America andthe making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution underTitle 18, United States Code, Section 100.

Contract Work Hours and Safetv Standards Act

lf applicable according to their terms, the Contractor agrees to comply and assures compliance with sections102 and 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. SS 327 through333, and implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts GovemingFederally Financed and Assisted Construction (also Labor Standards Provisions Applicable toNonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part S;and U.S. DOL regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926. ln additionto other requirements that may apply:

(a) ln accordance with section of the Contract Work Hours and Safety Standards Act, as amended, 40U.S.C. SS 327 through 332, the Contractor agrees and assures that, for the Contract, the wages ofevery mechanic and laborer will be computed on the basis of a standard work week of 40 hours, andthat each worker will be compensated for work exceeding the standard work week at a rate of notless than 'l .5 times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The Contractor agrees that determinations pertaining to these requirements will be made inaccordance with applicable U.S. DOL regulations, "Labor Standards Provisions Applicable toContracts Governing Federally Financed and Assisted Construction (also Labor StandardsProvisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and SafetyStandards Act)," 29 C.F.R. Part 5.

(b)

(c)

13

14.

15

Contract No. I 423- I 4250

(b) ln accordance with section 107 of the Contract Work Hours and Safety Standards Act, as amended,40 U.S.C. $ 333, the contractor agrees and assures that no laborer or mechanic working on aconstruction contract will be required to work in surroundings or under working conditions that areunsanitary, hazardous, or dangerous to his or her health and safety, as determined in accordancewith U.S. DOL regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926.

Veteran's Preference

ln the employment of labor (except in executive, administrative, and supervisory positions), preference will begiven to Vietnam-era veterans and disabled veterans. However, this preference may be given only whereindividuals are available and qualified to perform the work to which employment relates.

Copvriqht Ownershio

Consultant and the County intend that, to the extent permitted by law, the Deliverables to be produced by

Consultant at the County's instance and expense pursuant to this Agreement are conclusively deemed "woksmade for hire" within the meaning and purview of Section 101 of the United States Copyright Act, 17 U.S.C.

$101 et seq. (the "Copyright Act'), and that the County will be the copyright owner of the Deliverables and of

all aspects, elements and components of them in which copyright can subsist.

To the extent that any Deliverable does not qualify as a "work made for hire," Consultant irrevocably grants,

conveys, bargains, sells, assigns, transfers and delivers to the County, its successors and assigns, all right,

title and interest in and to the copyrights and all U.S. and foreign copyright registrations, copyright applicationsand copyright renewals for them, and other intangible, intellectual property embodied in or pertaining to theDeliverables prepared for the County under this Agreement, free and clear of any liens, claims or other

encumbrances, to the fullest extent permitted by law. Consultant will execute all documents and perform all

acts that the County may reasonably request in order to assist the County in perfecting its rights in and to the

copyrights relating to the Deliverables, at the sole expense of the County.

Consultant warrants to County, its successots and assigns, that on the date of transfer Consultant is the lawful

owner of good and maketable title in and to the copyrights for the Deliverables and has the legal rights to fully

assign them. Consultant further warrants that it has not assigned any copyrights nor granted any licenses,

exclusive or nonexclusive, to any other pafi, and that it is not a party to any other agreements or subject to

any other restrictions with respect to the Deliverables. Consultant warrants and represents that the

Deliverables are complete and comprehensive, and the Deliverables are a work of original authorship.

Accessibilitv Compliance

lf this Agreement involves design for construction, the Consultantwarrants that all design documents produced

or utilized under this Agreement and all construction or alterations undertaken under this Agreement will

comply with all federal, state and local laws and regulations regarding accessibility standards for persons with

disabilities or environmentally limited persons including, but not limited to, the following: the Americans with

Disabilities Act of 1990, 42 U.S.C. S 12101 et seq. and the Americans with Disabilities Act Accessibility

Guidelines for Buildings and Facilities ("ADAAG"); the Architectural Barriers Act, Pub. L. 90-480 (1968), and

the Uniform Federal Accessibilig Standards ("UFAS"); and the lllinois Environmental Barriers Act, 410 ILCS

2511 et seq., and all regulations promulgated thereunder, see lllinois Administrative Code, Title 71, Chapter1 , Section 400. 1 10. lf the above standards are inconsistent, the Consultant must comply with the standardproviding the greatest accessibility. Also, the Consultant must, prior to construction,

review the plans and specifications to insure compliance with the above referenced standards. lf the

Consultant fails to comply with the foregoing standards, the Consultant must perform again, at no expense,

all services required to be re-performed as a direct or indirect result of such failure.

Visual Riqhts Act Waiver17

18

19.

Contract No. I 423- I 4250

The ConsultanUContractor waives any and all rights that may be granted or conferred under Section 106A

and Section 113 of the United States CopyrightAct, (17 U.S.C. S 101 et seq.) (the "Copyright Act") in anywork of visual art that may be provided pursuant to this Agreement. Also, the ConsultanUContractorrepresents and warrants that the ConsultanUContractor has obtained a waiver of Section 106A and Section1 13 of the Copyright Act as necessary from any employees and subcontractors, if any.

Eoual Emplovment Oooortunitv

All contracts shall contain a provision requiring compliance with E.O. 11246,"Equal Employment Opportunity,"as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs,

Equal Employment Opportunity, Department of Labor."

Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c)

All contracts and subgrants in excess of $2000 for construction or repair awarded by recipients andsubrecipients shall include a provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874),

as supplemented by Department of Labor regulations (29 CFR part 3, "Contractors and Subcontractors onPublic Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). TheAct provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person

employed in the construction, completion, or repair of public work, to give up any part of the com pensation towhich he is otherwise entitled. The recipient shall repo( all suspected or reported violations to the Federal

awarding agency.

Davis-Bacon Act. as amended (40 U.S.C. 276a to a-7)

When required by Federal program legislation, all construction contracts awarded by the recipients and

subrecipients of more than $2000 shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C.276a lo a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor StandardsProvisions Applicable to Contracts Governing Federally Financed and Assisted Construction").

Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less thanthe minimum wages specified in a wage determination made by the Secretary of Labor. ln addition, contractorsshall be required to pay wages not less than once a week. The recipient shall place a copy of the currentprevailing wage determination issued by the Department of Labor in each solicitation and the award of a

contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all

suspected or reported violations to the Federal awarding agency.

ContractWork Hours and Safetv Standards Act (40 U.S.C. 327-333)

Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and inexcess of $2500 for other contracts that involve the employment of mechanics or laborers shall include aprovision for compliance with Sections 1 02 and 107 of the Contract Work Hours and Safety Standards Act (40

U.S.C. 327-333), as supplemented by Depa(ment of Labor regulations (29 CFR part 5). Under Section 102

of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basisof a standard work week of 40 hours. Work in excess of the standard work week is permissible provided thatthe worker is compensated at a rate of not less than 1 lz times the basic rate of pay for all hours worked in

excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides

that no laborer or mechanic shall be required to work in surroundings or under working conditions which are

unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies ormaterials or aftcles ordinarily available on the open market, or contracts for transportation or transmission ofintelligence.

Riqhts to lnventions Made Under a Contract or Aoreement

20

21.

22

23

24

Contract No. 1423-14250

Contracts or agreements for the performance of experimental, developmental, or research work shall providefor the rights of the Federal Government and the recipient in any resulting invention in accordance with 37CFR part 401, "Rights to lnventions Made by Nonprofit Organizations and Small Business Firms UnderGovernment Grants, Contracts and Cooperative Agreements," and any implementing regulations issued bythe awarding agency.

Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seo.),as amended

Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipientto agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401 etseq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.).Violations shall be reported to the Federal awarding agency and the Regional Office of the EnvironmentalProtection Agency (EPA).

Bvrd Anti-Lobbvino Amendment (31 U.S.C. 1352)

Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tiercertifies to the tier above that it will not and has not used Federal appropriated funds to pay any person ororganization for influencing or attempting to influence an officer or employee of any agency, a member ofCongress, officer or employee of Congress, or an employee of a member of Congress in connection withobtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall alsodisclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are fonrarded from tier to tier up to the recipient.

Debarment and Suspension (E.O.s 12549 and 12689)

No contract shall be made to parties listed on the General Services Administration's List of Parties Excludedfrom Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689,"Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwiseexcluded by agencies, and contractors declared ineligible under statutory or regulatory authority other thanE.O. 12549. Contractors with awards that exceed the small purchase threshold shall provide the requiredcertification regarding its exclusion status and that of its principal employees.

25

EXHIBIT 6

Certification for Consulting or Auditing Services

cooK cout'tTYOFFICE OF THE CHIEF PROCUREMENT OFFICER

CERNFBATION FOR CONSULTII{G OR AUDITIiIG SERVICES

Ihis Certification ls made and required purcuant to Section 34.193 of the Procurement Gode, and muet becompleted by any Contractor providing Consultlng or Auditlng Services for Gook County or Elected Officials. Forpurposes of thls Gedflcatlon, the followlng deflnlflons shal! apply:

uAudfting' means the formal examinatlon of accounting records or llnanclal statements for compllance wlthfinatclal accounting standards applicable to governmental entities, which funcfions are generally excluslvelyperformed or supervired by Personc licensed and authorized to do buslness as publlc accounb ln the State.Auditing shall also indude any independent reports and managemsnt rEcommendations derivod or resuhing fromthe prformanoe of audlting eervicee and which repcrb and rwommendationa are included wlthln the scope ofthe Contrad forAudlling Seruiceg.

"Gonsulting' means the renderlng ol analysis and advice requidng specialized expertiae in a particuhr subiedarea or field. Such expertise mry have bem gained by education or experience in the area or field. Gonsullingorpresely excludea auditing eewicer,

"Elecbd Offlcial" mgans flte President and Gommissioners of the Gook County Board, Assessor, Board of

ladaw, Chlef Judge, Clerk of lhe Gircuit Court, County Glerk, Recorder of Daeds, Sheri( State'e Ailorney,Treasurer and any dher elec{ed ofllclal lncluded ln the Cook Gounty Approprlallons Ordtnance.

"County" shal! mean the offices which are dministered by the Presidert ol the County Board.

Please print or type respomes clearly and teglbly. Add additlona! pages if needed, being careftrl to identify eachportion of the fom to whlch each addltlonal page refers to

SECTIONI: C0NTRAGTOR'SINFORMATION

COMPANY NAME:

ADDRESS;

TELEPHONE:

CONTACT NAME:

CONTACT EI\4AIL:

Crowe Horwath LLP

225 West Wacker Drive, Suite 2600 Chicago, lllinols 60606

312.899.7000

Robert S. Dobis, Partner

bo b.dobis@crowehonvath.com

SEGTION2: AFFILIATEINFORIIIATIONlf the Contractor has any ?ffiliahs" please provlde the names, addresses and telephone numben of each Affiliate belowFor purposes of this Certification 'Affliates" shall mean any Percon that direclly or indirecfly through one or more

intermediaries Controls, is Controlled by, or is under Controlwith the Person spmified. "Control'shall mean a Person thathas the pourer to directly or indirectly affect the management or the pdicies of tlre olher through ownership of voling

securities or voting rights, by contnact or othenruise. "Person" means any indMdual, corpoation, partnership, Jointventure, trust, asociation, limited liabili$ company, sole proprietorship or other tegal entity.

Please s€o listing on the follo,rring page.

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SEGTION 3: CONTRACT IHFORMATION

a. This Cerlification relates to the following Contract: contract No. 1423-14250

b, The Conlractu is providing the following typ of Services: [ ] Auditing or 7 Consulting

c. The Contracton is provkling tlp Services under the Contract for the following Cook County Business Unit orElected fficial:

Cook County Clerk of the Circuit Court

d. ls the Contnactor or ib Affiliates, if any, provHing Consulting or Auditing Services, either directly, or as a

subcontractor to lhe County or Elected fficial under any other Contracts? /es or I I No.

lf yes, please state the other Contract Numbe(s) and ttre Nature of SeMces,

132V12928 - Case Management System Needs Analysis

THE COI'ITRACT0R ACKNOWLEIreES, UNDERSIANDS AND AGREES AS FOLLOWS:a. lt has read Section 3a-193 (a){b) of the Procurement Code, which pnvides as follows:

The County will not enter into any Contract for Auditing Services, nor shall it consent to a subcontract for

such Auditing Servioes, with any Percon, if such Penson, or any Affiliate of such Percon, has a Contract or

subcontmct for consulting services for or wtth the Coun$, Additionally, the County will not enter into any

Contract for Consulting Services, nor shall it consent to a subcontract for such Consulting SeMces, with any

Person, if such Pemon, or any Affiliate of such Pemon, has a Contract or subcontract for Auditing Services

for or with the County, For purposes of this provision, "Countyo shall refer only to offices wtrich are

administered by the President of the County Board and shall not refur to offces vuhich are administered by

Elected fficials,

The County shall not enter into any Contract for Consulting Services on behalf of any Elected Official,

nor shall it consent to a subcontract for such Consulting Services on behalf ol an Elected Official with

any Person, if such Penson, or any Affiliate of such Person, has a Contract or subcontract to provide

Auditing Services for the Elected Official,

b. The Contracbr's Seryices under the Conhact shall not violate Section 34-193 of the Procurement Code.

c. The information provided herein b a material inducement to he CPO's execution of the Contract, and the

CPO may rely on the information provided herein, The Contractor rranants that the infonnation contained

herein is true ard conect. lf the CPO determines that any information provided herein's false, incomplete,

or inconect, the CPO may terminate the Contnact,

4rzu3

Signature

Robert S. Dobis

Name (Type or Print)

Partner August 13,2015

4nul

EXHIBIT 7

Interagency Agreement between Illinois Criminal Justice Information Authority and Cook

County

t. \.

ILLINOISCBIMINAL JUSTICEINFOBMATION AUTEOBITY

B00W.AdamsStreet r Suite200 o Chioago,Illinois 60606 r (812)?98-8650

July 10,20t4

Patricia McCrearyGrants Adminiskation M anagernent

Office of Clerk of the Circuit Court of Cook County69 W Washingon, Suite 2500Chicago, Illinois 60602

Dear Ms. McCreary,

Enclosed yorr will find interageflcy agreement #412038 between your office andthe Authority forthe Data Exohange CCICIS Project Manager Program. Please review the enclosed dosumentsand notiff me if revisions are necessary. If all is in order please obtain the trsccssary signatureson the agreement and rehrrn the mtire Baclce, to my attention for further processing.

I have also enclosd the initiat cash request form which is needed to begin the drawdown offederal funds. Please fiIl out these'fofms and retum them to me with the signed agreenrenL

Ohce all signatures are received on the agreerne,nt, I will process *re paperwork for you to receiveyour initial federal funds for this program

Please note thatthis packet also includes two new fomrs rcgadiry civil rights comptiance. Please

reyiew, srgn and forward these civil rigfuts compliance certifications to the Authority. Theauthorized officials of the grant's Imple,menting Agency, and Program Agency, if applicable,musf.complete ttrese forms. This g{ent canr.rgt be. quhgdtted for final signature by-the A$ttoritv'sExecutive Director until these forms have been completed.

As a point of clarification, these certifications do not represent new civil rights requirements thatgrantees must adhere to. These certifications reflect existing federal regulations that hary alwaysbeen included in the interagency agree,ments between 5rour office and the Authority, but now asqlarate cutification is required.

I also want to draw yor.n attention to changes to our Interageucy Agreement that were brought

---aboutiy-P-ublie-Act96=0795 (SB5J)-ftat became law oa J,:!y l, 2010 and-makes modifisatisasto the Grant Funds Recovery Act (30 ILCS 704/4). Modifications have been made to theInspection and Audit, and Closoout requirement sections of the Interagency Agreement. kraddition, a Use of Funds and a Certification sections have been added to the InteragencyAgreement.

The Cerlification and Signature Section contains the statement'lmder oath" in the certificationsta.tement. This phrase must be included at the direction of the Office of the Illinois Comptrollerand the Authority cannotmake changes or edits to this statement At this time notarization is not

. l.L

required. r

I would be happy to answer any questions that you might have about these changes, but you :might also want to inform your legal counsel of the changes.

.-

If 5rou have mry questions, please feel free to contact me at (312) 793-1303 or by email at .Lajuana"Murphy@illinois.gov. I look forward to working with you on this program. r

Sincerely,

b-irehe H4r,tr/-/

Federal and State Grants Unit

Enclosurescc: MF 412038

{/

',t'

COVER PAGE

Iast Updated March 25, 20I3

Cook County on behalf of the Cle*of the Circuit CourtData Exchange CCICJN Project Manager

Agreement #412A38

INTERAGENCYAGREEMENT

Edward Byme Uemoriat Justice Assistance Grant Program, (Byrne/JAG) of 2005

This interagency sgreem€nt is entered into by the Illinois Criminat Justice krformation Authority, with its offices at300 W. Adams, Chicago, Illinois @606, hereiuafter referred to as the xAuthority," and the Cook County on behalf ofthe Clerk of the Circuit Court, hereinaftcr referred to as tbe ulmplementing Agency," with its principal ofrces at I 18N' Cla* RM 537, Chicago, Illinois 60502-1311, for implementation of &c Data Exchange CCICJIS ProjectManager Program,

WHEREAS, Section 7(k) of the Illinois Criminal Justico Informatioa Act (20 ILCS 3930/7(k)) establishes theAiilhority as the agency "to apply for, receive, establistr priorities for, allocate, disburse and qpend grmts of fundsthat are mada available...from the United States prirsuant to the federal Crime Conhol Act of 1973, asamende{ andsimilar federal legislation, and to enGr into agreements with the United States goverrurrent to further the purposcs ofthis Act or as may be requirtd as a oondition of obtainir€ fedcral funds;" aud

WHEREASI, pursuant to t.he Authority's rules entitled nOperating Procedures for the Administration of FederalFunds," (20 Illinois Administrative Codo 1520 et seq) tho Authority awards federal funds received by the State ofIllinois pursuant to the Oomibus Crime Contol and Safe Strests Act of 2002 urd agffcy ,greerrents with Stateagonoies and units oflooal govenun€nt for the use ofthese fedsral funds; and

WIIEREAS, puNuant to the Edward Byme Memorial Justice Assistance Grant (JAG) Program the Authority,nmlres the following pu{pose areas as the focus of the Edward Byme Meurorial Justice Assistance Grant (JAG)Program for foderal fisoal )€ar 2012:

1. Lawearforcementprograms.2. Prosecution and court progranxl3. Prevention and education programs.4. Corrections and community correotions prograrns.5. Drug troahredand enforcementprograms.6. Planning, evaluation, and technology improvement programs.7, Crime victim and witness programs.

IYHEREAS, the Authority designated the knplementing Agency to receive funds for the purpose of implernenting aprogram to address one ofthe named ansas:

NOW, TEEBEFORE, BE IT AGREED by and between the Authority and fie Implementiag Agcncy as follows:

SECTION 1. DEETNIIIONS

"Programn: means a plan set out in a Program Description that identilies and proposes to address problemsrelated to one of the named areas and that contains a staterr€nt of objectives, sEategies forachieving those objectives, and a method for assossing thc effcctiveness ofthose strategies.

ILLINOIS CRIMINAL ruSTICE INFORfuIATION AUTTTORITYLast Updated on June I l, 20 I 4Federal and State Grants Unit

I

l,>

Cook County onbehalf of the Clerk of the Circuit CourtData Exchange CCICJIS Projea Manager

Agreement#412038

SECTION 2. PERIOD OT PERFORMAI{CE AIYD COSTS INCI]RRED

The period of performance of this agreement shall be from July \2AL4 tbrough Septernber 30,2015.

Cosm rncurred befo're the exeoution date of this agreement may be charged to ttris agreement if included in ExhibitB, incurred during the period of performancg and the Implenrenting Agency performed in accordance with theterms and conditiors of this agreement,

The Authority shall not be r€sponsible for costs incuned before or after the period of performance of this agreemeirt.

SECTION 3. COMMENCEMEITT OF PERFORMANCE

If performance has not commenced within 60 days of the starting date of this agree,monf the Implementhg Agencyagrees to report by leuer to the Authority the steps taken io initiate the program, the reasons for the delay, and theexpected starting date.

If the program is not operational within 90 days of the starting date of this agre€ment, the trrplementing fuencyagrees to submit a second letter to the Authority orplaining the implementation delay. Ths Authority may at itsdiscretion either cancel this agrecment or extend the implementation date of the program past the 90-day period.

If the program is intemryted for more than 30 days after commeilcement, due to loss of staffor any other reason, theImplelrreuting Age,ncy agrees to notifu the Authority in uriting explaining the reasons for the inturuption and thesteps being taken to resume operation of the program. The Authority may, at its discretion, reduce tho amount offederal fuods awaded and/or terminate this agreoment if the program is intemrpted forrnore than 90 days.

If this agreement is terminated due to this section, the Authority will only pay for those senrices rendered as of thodate service delivery ceased" Any firnds advanced to the Implomenting Agency and not expended as ofthat date shallbe repaid to the Authority upon notification by the Authority.

SECTION 4. PAYMENT

The Authority agrees to make paymeflt to the Implementing Agsncy for the administration and implementation of theprogram described in Exhibit A. tJpon receipt ofthe fiscal and progress roports described in Section I I ofthisagreement, Etarterly poyments will be made to the Implementing Agency. No payment will be made until alloutstanding reports are received by the Authority, including outstanding reporte from previously firnded A,rrthorityprograms. In additiog due to the unique reguirenreds of the program being ftnded, the Implernenting Agsnoy mayrequest that an advance palment be made &ring any quarter and must includr supportlng documentation with tlrerequesL Requests for ad'ranoe payment are subject to rwiew and Eproval. No payraent will be made to anImplementing Agenoy unless and until tlre Lnplenrenting Agenoy is in full compliance with applicable State andfederal laws and the Erms and conditioru ofthis agreemont.

fhe mailrmum arroun6fEffil-funds papblE underffi agreement is $100,000.00'and-is@-ndent on-theexpendittue of marching funds as described in Section 5 and Exhibit B, and the perfunuarce of the ImplenreatingAgency in accordance with the terms and conditiors of this agreem€nt.

ULINOIS CNMINAL JUSTICE INFORTqIATION AUTI{ONTYLast Updated onJwte 11, 2014Federal and State Grants Unit

2ii

tb

CookCoung onbehalf of the Clerkof the Circuit CourtDala Exehange CCICJIS Proiect fuIanager

Agreement #41 2038

The [nplementing Agency must provide for the deposit of federal and matching firnds into a barrk account in thename of the knplementing Agency. Federal funds shall be imnediately deposited into such bank accounl TheIrrplemonting Agency mary deposit such funds into an account sqtarate tom any of its other bmk accourtq or treatsuch funds as a separate line item per its budget and audited financial statements. If the Iryleneoting Agoncyreceives more than one award from the Authority, the Irnplementiag Agency shall ensure that the federal andmatchirrg funds for each award arre accounted for separately.

SECTION 5. MATCH

Fedcrfll fimds from the Byme/IAG Program may be used to pay up to 75 perceot of the program costs described inExhibit B. The lrnplementing Agenoy mrst provide non-federal frmdlng for at least 25 percent of the program costs

described in Exhibit B, Failure of the tmplementing Agency to provide non-fedeml frnancial $ryport to the program

described in Exhibit A in the amount of at least 25 percent of suoh progrmr's costg shall rcsult in a prroportionate

reduction in the amount of federal funds awarded under this agreement and may result in the retum of funds alreadyawarded. To meet this matching funds requirement, the Lnplementing Agency shall provide non-federal fmanoiaisupport io the progran, as described in Exhibit B.

SECTtrON 6. PROGRAM DESCRIPTION AIID BLIDGET

The Implemcnting Agency agrees to undcrtake and perform in a satisfactory rnanner in aocordance with the terms

and conditions of thie agreement, the program described in the Program Description attached and incorporatod as

Exhibit A and the Budget attached and irrcorporated as Exhibit B.

SECTTONT. EXHIBIIS

The documents appended are made a part of tbis agreement as exhibits. The Ineplementing Agenoy shall perform the

services subject 0o this agrcment in acoordance with all terms, conditions, md provisions set forth in such exhibits.

SECTION 8. NON-ST]PPLAI{TATION

The Implementing Ageucy certifies that federal and matching ftods made available under this agreeme,nt will not beused to supplant/rcplace State or local funds that would otberwise be mado available to the Implementing Agency forpurposes related to law enforcement. Tha Implementing Agency certifies thatfederal and rarching funds made

arnailable under this agreernent will be used to supplement/increase existing funils for such puposes.

SECTION 9. OBLIGATIONAL LIMITATION

Payment under this agreoment is subject to passage of a suitable and sufficislt appropriation by the lllinois General

Assembly. Obligations of the Statti of Illinois wiL cease immediately without penalty of furtlrer payment beingrequired in any frscal year should the actions of the General Arsembly or any applicable funding source result in the

_&i!Ig to rypropt@le suffioient firnds fot tllis agrcgq9{:

SECTION 10. PROGRAM INCOME

All income, including income resulting from a$set seianres or forfeitures, generated as a direct result of the ptogrror

ILLNOIS CRIMINAL JWTTCE NFORMANON AWHONTYLast Updated on June I 1, 20 I 4Federal and State Grants Unit

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Cook County on behalf of the Clerk of the Circuit CourtData Exchange CCICJIS Project Manager

Agreemefi#4l20JB

descnted in Exhibit A shall be deemed program incorno. Allprogram income must be accounted for and used for thepwposes ald under tlre conditiors applicable to the use ofgrant firnds. The ftderal proportion ofprogram incornemus! be acco-unted for up to the sa^me ratio of federal partioipation as funded in the program Program inoome may beretainsd by the Implementing Agency for any pulpose that furthers fre objec[ves oi tni nyrne Formula crantProgram. ftnplerrenting Agency shall report aad account for such program income as required by the Autlrority.

SECTION 11. REPORTING AND EVALUATION REQUIREMENTS

Unless requined on a nor€ Aoquent basis by the Authority, the Implenoenting Agoncy shall submit the fo[owiqgreports to the Authority on a lparterly basi!, with quarters begiruring at the shrt of the calendar year, by ttre 15& dayof each monthfollowing the previous quafi€r: -lrF

t progress reports for the p:eceding quarter relwant to the performance indicators listed in Exhibit A;o fiscal reports detailing &rancial enpenditures for the previous quarter;r and any other reports qpecified by the Autiority.

The Implementing Agency is frrrther required to submit a fmal financial statrrs report following termination of theprograrn, the content and form of uihich will be detemrined by the Executive Direchr of the Authority.

The Implementing Agency agrees to comply with the Brueau of Justice Assistanc€ program guidelines for theevaluation of programs. The Implementing Agency agrees to report any additional information requirert by theExecutive Director of the Authority.

SECTION 12. MAINTENAI\ICE OT' RECORDS

The Implemeirtlng Ageocy agr€es b retain financial and program records foraminimum of 3 years after theelqtr-ation d*o of this agreement, or 3 years after closure of Implementing Agency's most recent audit report,whichever is later. The Inplemenfing Agency shall rnaintain, for this 3-yearporiod, adequate books, records, andsupportig documents to verift the amounB, recipients, and uses of all disbueemelrts of frrnds passing ia conjunctionwith this agreemerrq tho agre€f,nent and all books, records, and zupporting documents nelated to the agreemeirt shallbe available for reyiew and audit by the Auditor Ganeral, federal awarding agencypersoonel, thg Autlrority, or anypcrson duly authodzed by the Autlrority; and the Implementing Ageircy agrees to cooperate fully with any audit

-

conducted by the Auditor General, the federal awarding agetrcy, the Authority or any person duiy authorized by tfueAu&ority, and to provide firll access to all relevant materiais. Failure to mainain the books, reconls, ana supporthgdocumeils required by this Seotion shall eslablish a presumption in favor of the State for the recovery of *v n nO.paid by the State under the agre€,tnent for rvhich adequate books, records, and supporting documentation are notavailable to support their pxported disbrursement

If any litigation, olair4 negotiation, audiq review, or other action involving tle records has been started before theexprration of ttre 3'year period, the records must bc retained until the completion of the action and resolution of allissues that arise from it or until the e,nd of the ragular 3-year period, whicherrer is later.

SECTION 13. INSPECTION AJTDAUDIT

If required by revised Office of Management and Budget Circular .{-133 "Andits of States, Local Govemmenb, and

TLLINOIS CRIMINAL JUSTICE INFORMALION AWHONTTLast Updated onJwte l,1, 2014Fedeml atd Snu Grants Unit

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Cook County on behalf of the Clerk of tlrc Ciradt CourtData Exchange CCICJIS Projea lv{anager

Agreement #41 2038

Non-Profit Organizations," the Implementing Agency agrees to provide for al independent audit of its activities.Audits shall be made anrually, unless A-133 allows the Inrplementlng Age,ncy to undergo biennial audits. Auditsshall be made in accordance with the General Accounting Standards for Audit of Governmental Organizations,Programq Activities and Functions, the Guidelines for Financial and Cornpliance Audits of Fedetally AssistedPrograrns, any compliance supplements aprproved by the Office of Manageincnt and Budget and genremlly accoptedauditing standards estabiished by the American Instinrte of Certified Public Acoountants. Copies of all audits must besubanitted to the Authority no later than 9 months after the close of the Imptemenring Agency's aufit period- TheImplementing Agencyunderstands and agreos thatfurds moybe withlreld, orothsrrolatedrequirenrsnts maybermposed if any ouutanding audit issues from OMB Circular A- 1 3 3 audits (and my other audifs of OJP grant funds)arE not satisfactorily and promptly addressed.

Known or suspected violations of any law e,ncountered during audits, including frmrd, theft, embezzlement, forgery,or other serious irregularities, must be imrnediately corununioated to the Authority and appropriate federal, State,and local law enforcament officials.

The Inrplementing Ageacy agrees to donelop and maintain a record-ke€ping system to docuneot all agreementrelaied activities and elgeuditures. Thc6e records will act as the original source material for compilation of the datarequired in Section ll and all otberprogram activity.

The Authority, the lllinois Auditor General and the Illinois Attomey General shall have access for purposes ofmonitoring, audit and examination to all relevant books, documents, papers, and records of the Implonenting

. Agency, nnd to relevantbooks, documents, papers andrecords ofsubcontractors.

'SECTION 14. CLOSEOU:IREQUIREMENTS

Withio 30 days of the erpiration date of this agrcement or any approv€d extension thereof the following documentsmust be submitted by thc Irnplementing Agenoy to the Authority (a) final financial status report; (h) final progress

r€ports; (c) property inraentory report; (d) any refund of unorpended funds and (e) other documents r€quired by theAuthority.

SECTION 15. PROCLREMENT REQIIIREMENTS, REQITESTS FORPROEOSALS, CONTLICT OFINTEREST

All procurement tansactions shall be conducted by the Irnplemenring Agency in a manner to provide, to themaximum extont practical, open and fire competition, The Implementing Agency rnust use procluement proceduros

that mininally adhere to all applicable laws, executive orders and federal guidelines. The Implementing Agency shallalso adtrcre, md assure &at its c{otractorc and subcontractors adherre, to all applicable certification and disclosurerequirements of the Illinois Procurement Code.

The l:nplementing Agency shall follow its established procurementprocess ifitrninfunally adhereo !o applioablefederal guideline,s, and the following reqrriremen8. If tho Implementing Agency's established ptocuremont process is

-less=omss

competitiw-tlimtFfoiiowiqg requ-iremae; the ioiiowing mme competitive requ-irtrments musi ire adlrerrd to inlieu of the Implementing Agency's procurernent process.

. Forprocuements of $100,000 or lesq the Impleraenting Agency must solicit quotes or bids from at least three

ILLINOIS CRIMINAL JUSTICE INFONANTION AWHORIWLast Updated onlune 11, 2014Federal and Stae Grants Unit

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I

ir()

Cook County on behalf of the Clerk of the Circuit CourtData Exchange CCICJIS Project Manager

Agreernent #412038

sources,

. For procursnents orrer $100,000, the Implementing Agency must fonnally advertise the proposed prccurernent

tbrough an I;nvitation for Bids (IFB), or a Request for Proposals (RFP) process.

All proouremerrts over $100,000, that involvo the use of federal or matching firnds, must be submitt€d by tlrcImpleinenting Agency to the Authority for review and lnritten approval prior to their issusnce. In additiotl theAuthorityreserves &e right to requ€st that any RFP or IFB, regardless of its dollar amount, be submitted to lheAuthority for review and approval prior to its issuance. In additioq the knplementing Age,ncy shall notiff and submitfor ryproval to fie Autbority any other relevant procureurent documents including but not limiGd to Reqrest ForInfornation (RFI).

As required by the Autirority,the Implementrng Agency shall submit documentation regarding its procruementprocedures arrd gad-funded purchascs for Authority review and approval, to as$re adherence to applicable federalguidelines.

SECTION 16. ASSIGI\IMENT

The Implementing Agency shall make no assigrment or hangftr of this agreement, any subcontract under thisagreercnt or of any of the monios due hereunder without prior writrcn approval of the Authority. In fte event thatthe Authority approveg suoh an assigirment or transfer, the temrs and oonditions of this agreeurent shall apply to and

bind the party or parties to whom such work is assigned or fransferred as fully and oompletely as the InoplementingAgency is bomd and obligated.

SECTION 17. STJBCONTRACTING

The use of subcontractors for any work or professional services that ifi/olves the use of federal e1 aulqhing frmds is .

subject to Authority approval Any work or professional sendces subcontracted for shall be specifiedby writtenconlract and subject to all tenns and conditions oontainod in this agreement. If the use of subcontactors is ryprovedby the Autlrority, the terms and conditions of this agreement shall apply to and bind &e party or parties to whomzuc,h work is subcontracted as fully and coryletely as the Implementing Ageucy is bound and obligated- TheImplementing Agenoy shall rnake reasonable efforts to assure that all subcontactors adhere to the terms and

conditions of this agreement. The Au0rority shall not bc responsible for the porformanog acts or omissions of any

subcontactor.

Subcontacts over $100,000 drat are frrniled wi*r federal or matchhg firnds must be submis€d by the Lnplementing

AgencyforAuthorityreviewand approvalpriorto their effective dates and qrscutionby ttrlmpluneotingAgency.Inaddition, ttre Authorityrcserr/es the rightto require that anysubcontactfrurdedwi&fedcralormatching fuirds,

regardless of iS dollar amount, be submitEd to the Au&ority for review and appnoval prior to its effective date and

arecution by the Implenacntiag Agpncy.

-As-requiredbyrhe-Authority,

thc IrrplementingAgeney shall submit-documentationregarding consscts to be fimded-with federal or matching funds for Authority review and approval, to assure adherence to applicable fedoralguidelines.

ILLINOIS CRTMINAL JUSTICE INFORMATION NUT'HONTYLast Updated on June I 1, 20 14

Federal and Snte Grants Unit6

Cook County on behalf of the Clerk of the Circuit CoufiData Exchange CCIAIS Project Manager

Agreement #412039

Approval of the use of subconfiactors by the Authority does not relieve the Implementing Agency of its obligation toassure performance under this agr€emmL

SEC"IION 18. INDEPENDINT CONTRACTOR

The Implumeating Agency, in the perfonnance of this agreefire.nt, shall sot as an indepondont contractor and not as anagent or employee of the Authority. The Authority shall not be responsible fu the performance, aots or omissiors ofthe Implemeating Agonoy The Implementing Agency ahall be liablo, and agrees tobe liable for, and rhall indemniry,defend asd hold the Authority hamless for all olaims, suits, judgments and damages arising from the perfo*.r ofthis agreement, to trE extent pennitred by law.

SECTION 19. EQUIPMENT REQUIREMENTS

If, for an item of equipment desoribed in Exhibit B to be funded with either fedeml or matching funds, theImplementing Agency does not have a purchase order dated within 90 days after the start date of tire agreemsnt, fteImpJemcnting Agency ehall submit a letter to the Authority explaining the delay in the purchase of equipment. iheAuthoritymay, in its discretion:

A. Reduoe the amouot of Heral firnding;

B. Cancel this agreement;

C. Allow the Implementing Agency to reallocate the federal or matching firntls that were allocated forsuch equipmCnt to otnu aUo*aUle, Authority apptoved costs; or

D. Extend the period to purchase this equipment past the 90-day period.

Equipment purchased using federal or matching fimds shall be year 2000 compliant and shall be able to process alltime/date date after December 31, 1999.

sEcTroN 20. rNI'oRMATION TECEI$OLOGY REQUIRf,MENTS

If for an itom or senrices, listed in Exhibit B, is for networking or infonnation techology (IT) system whioh involvesinforrtation sharing qrstem wi& interstatc connectivity bctween jurhdiction shall to theextmt possible use axistirgnetworks as the comrrunioation backbone. Ualecs the knplementing Agency can demonstrate to the satisfrction of'the Authority that this requirement would not be cost effective or would impab the functionality of an exist ng orproposed IT s)4stem' Furthermore, any infonnation technology system founded or zup,p.orted by grant or match fundswith comply with 28 C.F.R. Part 23. If the Authority determines that 28 CJ.R. Po{tii is applicible, the Authority atits discretion may perform an audit to ensre system is in compliance, fines may apply for violations.

The Implernenting Agency, if they are not going to use existing aetnorks and IT eystems, should providedosumentation-to-domonstrate-the-absve conditions.rThis documentation-should be prwidedzt dstime oitheE6m--documentation submiseion. If it only becomes apparent aftr the start of the gant pcriod that above conditions fotnot using existing networks and IT syste,ms is not feasible then docummtation shall be provided to the Agthority forryproval priorto begin work.

ILLINOIS CRIMINAL JUSTICE INF ORMATION AT]TTIONTTLast Updated on fime 1i/, 2014Federal and State Grants Unlt

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CookCounty on behalf of the Clerk of the Ctrcail CaurtD at a E xc h anse * *f:;:#::iy;trffr

The Authority's Illinois Integrated Justice rnformation System's project manag a, at3l2-I93-g550, shall receivewritten notification regarding any infonnation tecbnrclogy pro;ect funoed uy this grant. The lnplementing Agearcymust maintain an administative file docrrnenting the meeting of this requiremenl

SECTION 21. INT'ORMATION SEARING

The Implementing Agency, in an effort to zupport public safety aud infonnation sharing, is required to use fteNational InformationExchange Model (MEM) sp""ificati*r audguidelinesforftis graut in fre development ofdata elements for data exchange tl"t-Tt. rhe hltemeut.g ag*r-v *rrarf publish and make available without anyrestictions all schemas developed under this grant to the componeirt regrsky. NIEM guidelineg are aB folloues:

1. rnstances must validate against the set of NIEM roferenoe schernas. Sohemas confonnant to the NIEM mustimport and reference the NIEM Schema namespace or NIEM namespaces they need to use (universal,Comman,,Ittstice, etc.) or a correctNIEM Schsma Subset (same namespaces). Note that importing the}{IEMJrsriceDomainnamespace will cascade to importiug CommonndUn*ernt. Also, note that if aninstance v8lidates against a correct subs€t of tlre NIEivI refe-rence schemas, then it will validate against theNIEM refcrence schemas.

2' If the appropriate component (type, elmrent, atfiibute, eto.) required for an IEpD exists in the NIEM, usefiat component, Do not oreate a duplicate component of ons that already exists.

3. Be semantically consistent. Use NIEM components in accordance with their definitions. Do not use a 51EMelement to encapsulate data other than whaiits oefinition describes.

4' Follow the IEPD (I.nforrration Exchange Package Documentation) Lifecycle as described in NIEMdocumentation and define a[ required artifacts at each step.

5' Adhere to the NIEM Nqning and Designrtrles (NDR) to ensure correct, consistent schema developmont.

SECTION 22, CONFLICT OF INTEREST

lle ImplomentrDg Agency agrees to complywith applicable provisions of thslllinois procurement Code e0 ILCS500) prohibiting conflicts of interesf and all the ierrrs, conditions andprovisions of the code

"ppry to this agreement

and are made a part of this agreement lhe same as though they were incorporated and included herein-

No employee, officer or agent of the tnplementing Agency shall participate in the selectio& or in the award oradministration of a contract supported by federal firntls if a conflict of intcrost, real or apparent, would be inrrolved.The Implememtiqg Agency shall establish safeguards to prohibit employees frourusing theirpositiors for a purposethat is or gives the appearance of being motivatea by a desiro fo, prirnt gaiu for themselves or others.

!Eq. I_I@AGENC Y CO]UPIIANEE-_

The Implementing Agency agrees to comply with all applicable laws, regulations, and guidelines of the State ofIllinois, the Federal Government and the Authority in the perrorrrance oi t i, .gr""*uot, including but not limitgd

IL LrN o rs c ntM AUTHI Rr ryLast Updated on June I l, 201 4Federal and State Grants Unit

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Cook County on behalf of the Clerk of the Circuit CourtData Exchange CCICJIS Project Manager

Agreement #412038

to:

- The Omnibus Crim€ Conhol and Safe Steets Act of 1968, as amended; Anti-Drug Abuse Act of 1988;Bureau ofJustice Assistance'g Byrne Fsrmula Grant Program Guidance document; and Program Guidelinesfor the Drug Control and System Irryrovement Formula Grant Prograrr (53 fR 52244 d seq,., effectiveDecember 27, 1988).

- Ths Office of lustice Progranu'Financial Guide; Office of Manageme,nt ard Budget Circulars y'-zl, A-87,1.-102, A-110, A-L22, aud Al33; Illinois Grant Funds Recovery Act (30 ILCS 705); illinois ProcrrrcmesrtCode (30 ILCS 500); Stare Comptroller Act (15 II-CS 405); and rutes of the Authority (20IIl. Adnr. Code1520 et seq.).

- The provisiotrs of28 CFR applicable to grants and cooporative agroements inchrding Part 18,Administrative Review Procedures; Part 20, Criminal Justice hformation Systems; Part}?, Confidentialityof Identifiabte Research and Statistical Information; Part 23, Criminal Intelligence Systems OperatingPolicies; Part 30, Intergovernmental Review of Dcpartrrant of Justice Programs and Aotivities; Part j8,Equal Treehent for Faith-Based Orgnniafisns;P*t 42,Non-Disoimin*ion/Equal F.mFloymentOpportmityPolicies and Procedures; Part45, Protection of Human Subjects; Ptrt 61, Procedures forImplementing the National Environmeotal Polioy Act; Part'63, Floodplain Managqnent and lVetlandPmtection Proce&ree; Part 66, Uniform administrative requiremeirr for grants and cooperative agreelnentsto State and local govemm€nts; Part61, Government wide Debarment aad Suspension (Nonprocurement);aild Part 69, New Restrictions on Lobbying; Part 70, Unifomr administrative requiremonts for grants andagreem€nts (including subawards) with institrtions of higher education, hospitals and other non-profitorganizations; Part 83, Crovernment-wide reErirements for drug-free wodelace (Grarts).

- OMB Circular 4102 "Granh and Cooperative Agreements with State and Local Governmenm," r€visedOctober7,1994

OMB Circular A-21 'Cost Principlc for Educational Instihrtions,' rpvised Apdl 26, 1996 (codified at 28CFR Part 55, by reference)

- OMB Circular A-87 "Cost Principles for State, Local and Indian Tribal Governments," revised May 4,1995 (codified at 28 CFR Part 66, by reference)

- OMB CircularA-I33 "Audits of States, Local Governrneirts and Nonprofit Institutionsr" revised June 30,1997 (codified at CFR Part 66 and Part 70)

- Seotion 8136 of the Deparnnent of Defense Appropriations Act of 1988 (P.L. 100463, effective October t,t9s8).

- NationalEnvironmentalPolicyAct of L969,42 U.S.C. pars.432l etseq.; EnvironmentalProtectionAgency---egulations (40 €FR ehapter-l);-and Procedures-for r-plernenting thoNational-Environrnental-PolicyAct--

(28 CFRPart 61).

- National Historic Preservation Act of 1966, u, u."od"d, 16 U.S.C. pars. 470 et seq.; Executivo Order

IU,INOIS CRIMINAL JUSACE INFORMATION AUTHONTYLastUpdated onJune 11, 2014Federal and State Grants Unit

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Cook County on behalf of the Clerk of the Circuit CourtData Exchange CCICJIS Project Manager

Agreement #4 I 2038

1 1593.

- Flood Disast€r Protection Act of 1973,42 U.S.C. pars 4001 et seq.

- CleanAirActof lg7l,42U.S.C,pus.740I etseq.

- Clean Wabr Act, 33 U.S.C. pars. 1368 ct seq.; Executive Onler l l?38.

- Federal Water Pollufion Conhol Act of 1948, as amended, 33 U.S.C. pars. l25l et seq.

- Safe Drinking Water Act of 19',,4,42 U.S.C. pars. 300f et seq.

- F.ndangered Species Aot of 1973, 16 U.S.C. pars. 1531 et seq.

- Wild and Scenic Rivers Act of 1968, as arnended, 16 U.S.C. pars. 12?1 et seq.

- Historical and Archeological Data Preservation Act of 1960, as amende4 16 U.S.C. pars, 469 et seq.; andProtection ofllistoric Properties regulations (36 CFR Part 800).

- CoastalZoneManagement Actofl972,l5U.S.C.pars. 1451 etseq.

- Coastal Banier Resorxces of 1982, 16 U,S.C. pars. 3501 et seq.

- Indiau Self DeterminationAct,25 U.S.C, par.450f.

- hrtergorrerorrnentalCooperationActof 1968,42U.S.C.4201 etseq.

- Uniforrr Relocation Assistance and Real Property Acquisition Policies Act of 1970,42 U.S.C. pars. 4601 etseq.

- Haish Political Activity Act of 1940, as arnended, 5 U.S.C. pars. 1501 et seq.

- Animal Welfare Act of 1970, 7 U.S.C. pars. 2131 et seq.

- Demonstration Cities and Metopotitan Develop,ment Act of 1966,42 U.S.C. pars. 3301 et seq,

- Federal Fair Labor Standards Aot of 1938, as arnended, 29 U.S.C. pars. 201 et seq.

- The following acb relating to the sharing of forfeited assets: 720ILCS 5136-1 through 3G4, 720 IICS5/37-1 through3T-5,720 ILCS 550/12,720ILCS 5?0/505,720ILCS 600,725 ILCS 150.

- .-'--SmhElas-atidqul-ations-asth-oDq-mm-entofSraiePolien-*tablishprrreirmrm-Ser:tion5o-f-th-e -Intergovermnental Dnrg Iaws EnforcementAct, 30 ILCS 7l5l5,and *re Illinois LawEnforcementInformation Network (ILEIN).

II,I,INOIS CRIMINAL JUSNCE INFAEMATTON AUTHORTruLast Updated on June I l, 20 I 4Fedqal and State Grants Unit

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Cook County onbehalf of the Clerk of the Circuit Court

Datn Exchange CCICJIS Proiect ManagerAgreement l*4120i8

- The nrles of the Department of State Police regulating the lntergovemmental Dnrg Laws Enforcement Act

(20 IIL Adm. Cotle 1220 et seq.).

SECIION 24. NAIIONAL ENYIRONMENTAL POLICY ACT AIID RELATED LEGISLATION

If the knplcmcnting Agency undertakes new activities related to the use offederal grant ar matchtngfunds in connertian

iirn ,n" progrg tirt I*Ua" one or more of the activities lisrcd below, the Inplerrenting. ry*-:y :hull assist the Authority

and the U.S, Deputnent of Justice, Bureau of Justice Assistdrce (BJA), in complybg with ihe Nationat Bnvironm€ntal Policy

ect GffBA), National tlistoric Pres€wation Act, and othe,r related federal envirounental impact anelpes require'menB'

The Inpleurenting Agency acknowledges that this section appties to ncw activilies wherter or not they are being spectfically

inaii *nfe*rA [roni o, morchnifu*, in coanection'with the progran. As long as tho new activity is being conducted

by the Implementing Agency, or any subgrantee, subcontractor, o, *y thitd pafty: and tha nw adtvtty needs to be

undertaken in order to use ihefederal grant or matchingfunds in connectionwith lhe program, the tenns of this section must

bemet.

prior to obligating fedsral grantormatching funds in connectionwith th9 proga& ttre Impl-emgnti1q 'Sen9v musJ Aetermine

tf ;r;n h; nli;;ing actiiities will be related to the use of such federal grant or matching fimds. The Implementing S"owmust rotifu the Authority in writing if it will be conducting any of the foliovnng activities, nrhen the activity is udertakon in

order trg uJe, or is ftnded with, federal grant or matching fimds ia connection with the program:

r New constuctiono Minor renovation or remodeling of a property either (a) listed or eligible for listilg on the National Register of Historic

Places or (b) located within a 100'year flood plain'

o A renovation, lease, or any other proposed use ofabuilding or facility that will either (a) reeult in a change in its basic

pripr use or (b) significantly change its size.

. implementati* oi" r"* piogr*involving the use of chemicals other than chemicals ftat are (a) purchased as an

incidental component of a fimded activity and (b) traditionally useG for erample, in offico, household, recreational, or

educational erivironments

r Implementation of a program relating to olandestine mesamphotmine laboratories operations, including the

identification, seizur;, oi closure of clandestine methurpheAmine laboratories.

The turplemonting Agency understands and agrees that complying with NEPA may requiro the proparatiou of an

Envirosnental Assessmstrt and/or m Environmental Impact Statsment'

For exieting and continuing programs or activities that will be funded with federal grant or matchirg funtls through the

A,thority, upon request bitil" iun ority as directed by BJA, the Irnplanenting Agency shall cooperate with BJA in any

pi"p"r"f,r" LV BJA of a national or program enviro$nental assessment of that fimded program or activity'

SECTION 25. EQUAL EMPLOYMENT OPPORTTJI\iITY PLAN

pursuantEcFnpart-&TNonallscrimffitloiuE+ra1-Empl6Fmropp-ortunit$?olicierandProcedures);exceptthose recipients specifically exempted by 28 CFR P-aft 42.gbZ(c), if t1e Irrplomenting Agency has 50 or more

"rpiolr.o, is reciviug more than $25,000 o, more under the bt*iU* Crirne Coilrol and Safe Stneets Act, and has

u .u*i"" population *itn " *io-ity r€pres€ntation of 3 percent or more, the }nplementing Agency shall fonnulate,

rurNoIScntffiallrgowTYLast UPdated on June l l , 20 l 4

Fed*al and State Grants Unit1I

Cook County on behalf of the Clerk of the Circuit CounData brchange CCICJIS Project Manager

Agreanent #412039

irylemeat and maintain an equal emplolment oppornmity plan that is approved by the Office for Civil Rightslelalnsfo ernploynent practices affecti4g minority persons and women. rUe ptan sUatt be approved by tlri Ofiicefor Civil Rthts.

Agency shall completo and suhmit an EEO Plan Certification to the Authority. This Certificationshall indicate if the Implementing fuency is required to have an EEo Plan or if the Implemon,iog ag*.y is exe,rnptfrom this requirement. If,r;euire{bv this seotion, the Implenrenting Agency certifies that an equi

"iptoy-.otopportunity progran will be in effect during the pe,riod of porformance of this agreenrent. In aidition, anknplemomting Agency receiving $500,000 rhall submit a copy of its equal ernployment opportunity plan to thetuthority.

The Implementing Agency acknowlcdgbs that failure to submit an acceptable EEO plan, if reqgired by this sectiorr,is a violation of this agreement and may result in suspension or terrninaiion of funding, until suph time theImpleurenting Agenoy is in oompliance

SECTION 26. NONDISCRTiTINATION

Thc lmplementing Ageircy certifies that no percon shall be excluded fromparticipatioui4 denied the benefiB of,subjected to dircrimination under, or denied emplolm.ent in connection wiin any activity firnderl gnder thissgreem€nt on the basis of ra9e, color, age, religiorr, national origiq disability, or sex. T[e mplemelrtlng Agencyagrees to have uritten sexual harassment polioies whioh satis$ the rcquirements set forth in tfie llinois HumanRightsAcL (775 IIrs g. The Implernenting Agency acknowredges that all

Nationa[ origin discrimination ine]udes discrimination on the basis of limited English proficiency (t3p). To ens,recompliance with Title VI and the Safe Streeb Act, recipienis are rcquired to take ieasonable steps to ensure tbat LEppersons have meaningful acces8 to programs. Meaningfirl access rnay entail p-roviding laoguage aseistance services,including ora[ and written traoslation when necessary. More infonnatiou can be founi at f,ttpTmwwJep.gov.

Faith-Based and Comrruniry Orgauizatione that stanrtorily quatifu as eligible ryplicants undq OJp programs areinvited.and e,lrcouraged to ryply for assistance ewards srd will be consiJered ior awards on the samc basis as anyother eligible applicaqts and, if tbey receive assistance awards, will bo tearcd on an equal basis with all othergrantees in the administsation of such awards. No eligible applicant will be disoriminated agaiust on the basis of itsreligious character or affiliation, religious namg or the religious composition of its board oidirectors or porsonsworking in the organizatiotr The Safe Streets Aot (as amended), victims of Crime Act (as amended), and JuvenileJu-t i:" and DelinquencyPrevention Act (as ameuded) containprohibitions against disciimination on tte tasis ofreligion in enrplolmrent.

fte rmplementing A,gency asrilres compliance with ths following laws, and all associated rules and r€gulations:

- Non-Discrimination requirements of the Omnibus Crime Control and Safe StreeB Aot of 196g, as amendod,42 U.S.C. 3789d(c);

Titlc vI of the Civil Righe Act of 1964, as mende4 42 U.s.C. 2000d;

Guidance to Federal Financial Assistance Recipients Regarding Title YI prohibition Against National

TLUNOIS CRIMINAL JWTICE INFORMATION AUIHONTYLast Updated on June I l, Z0t4Federal and Snte Grants (Jnit

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Cook County on behalf of the Clerk of the Circuit.CourtDstd Exchange CCICJIS proje*t Manager

Agroement#4lZ03g

origin Discrimination Affectmg Limited English Proficient Persons (Federal Register, June lg, 2002,Volunre 67, Number 117, Page 41455-4L47i); and Executive Order 13166 Lintted Engtish proficieicyResourceDoqnneru: Tips and Toolsfrom the Fietd;

- section5M of theRehabilitation Actof r9l3,as arnended, 2gv.s.c.794;

- The Americans with Disabilities Ac! 42 U.S.C. l2l3} et seq,.;

- TitlelXoftheEducationAmendments ofl97l,20U.S.C. 16gl;

- ThoAgeDiscriminationAct ofl97S,42U.S.C.6102;

- The Departonent ofJustice Non-Discrimination Regulations, 28 CFR Part 42, subparts C, D, E, G; ard I- The Deparhnent of Justice regulations on disability discrimination, 28 CFR part 35;

- The Deparfinent of Justice regulations on sex discrimination in education programs, 2g C.F.R. 54;

- The Itlinois IlumanRights AII,IISILCS 5;

- The Public Works Employnent Discrimirration Act, 775 ILCS l0;

' The Illinois EnvironmentalBarriers Acg 4l0ILCS 25.

- The Equal Treatment forFaittr-Based organizations,2g c.F.R part3g.

$l anptic-aute provisions, ruler and regulatioas of these Acts arc mada a part of this agreement by refercnce agthough set forth firlly herein.

In the ev€nt that a Federal or State court or administative agency makes a finding of disorimination after a dueprocess hearing on the grounds o-fraoe, color, age, religion, national origuL disability, or s"x against theImplamenting Agency, or any subgrantee or conhaclor of the Impleme#ng eg*w, tt u tryrelenting Agency willforward a copy of the fuTg t! the Aufrority. The Authoriry wiu foruarO-a copy ofthe foirs to the offioe forCivil Rights, Office of Justice programs.

SECTION 27. CONf,'IDENTIALITY OF INSORMATION

The Irnpleusntiqg Agency agrees not to use or reveal any research or statistical information furnished under thisprogram by any person and identifiablo to any specific privatc percon for any purpose other than the purpose forwhich such information n'as obtained in accordance with tuis program and ail applicable federal guid'elines and

Iegislative or administative proceedirg.or otherjudicial,

The Inrplementing Agency shall adhere to all confidentialiry provisions of 42 U.s.C, 3lSg(d)and 2g cFR part 22,

ILLINON C AATHONTYLast Updated on June I l, 201 4Federal and State Gmnts Unit

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Cook County on behalf of the Clerk of the Ciradt CourtD ata E tcch anse c clc il;s::

:f::ty;i ;i{,

applicable to ttre oollection, use, and r€velation ofdaa or inforrnation.

As appticable, the Inplementing Agency agrees to proteot the confidentiality of narcotic rolaed intelligence mdinvestigative information and to nainain ttre secwity of such information. The knplernenting Agency certifios that itshall take full resporsibility and will be accountable for narcotic-related intelligence and investigative informationcolleoted, maintaiued amd disseminated as a result of the prograln described h Exhibit A and ttrat progtau personnelwill comply with all standards set forth in this agremenl As applicable, all program personnel shall cooply with theobligations for confidentiality and dissemination ofnarootic-related intelligence and investigative informatioa placedor inspoctors for the Departnent of State Polioe by the Department's rules of Con&rot (20Ill. Adm. Code1220.130(h)), by the Departmends inbrnal opcrating procedures @CI OPS 9 Dissemin*ioa of Narcotic-RelatedInformation to Other Agencios, Augrrst 15, 1979; MDI-26 Dissemination of Intelligmce and InvestigativeInformation, June 15, I981), U.S. Department ofJustice Crimif,al Intelligence OperatingPolioies, F.R*, vol.43, no.127, Ime 30, 1978, and by such other rules of the Departnent or the Authority as may hereafter bc adopted.

SECTTON 28. CE,RTITICATIONS REGARDING DEBARMENT Al\D A DRUC-TREE WORKPLACE

As rcquired by the Authority, tho Implementing Agency shali complete and submit the Certification Regarding ADrug-Free Workplace and shall certifr that neither it nor its prinoipals are pesently debaned, suspended, proposdfor debarment, declared ineligible, or vot:ntarily excluded from participation in this transaction by any federaldepartment or agelrcy.

The Implementirrg Agency certifies that it has not been barred from confacting with any unit of State or localgovernment as a resnrlt of a violation of Section 33E-3 or 33E-4 of the Criminal Code of 1961, as amendod,

SECTION 29. CE,RTIUCAfiON REGARDING LOBBYING.

Federal funds are prohibited from being used for influencing or attempting to inffuence persons rn oonnection withcovered ffieral transactioas, which include the awarding making, eatering intro, extension" continuation, reneunl,amendment, or modi{ication, of federal grants or contacts. The Implementing Agency understands and agrees that itcan rct us6 ary federal fimds, either direcfly or indireotly, in support of the enactrrent, repeal modification oradoption ofany law, regulation or policy, at aay level ofgovernment, without the express prior uritten approval ofthe federal aruarding agency.

If receiving more tlan $100,000 pursuant to this agreement, Implementing Agenoy agrees to provide a CertificationRegar<ling Lobbying to the Authority and if applicable, a Disclosure of Lobbying Activities form. If a subcontraotorwill rcceive more than $100,000 in federal funds prusuant to this agreerrrent, Implementing Agency will provide tothe Authority a Certifioation Regarding Lobbying and, if applicable, a Disclosure of Lobbying Aotivities form signedby the subconfiactor. The Implementing Agency must provide these cstifications and disclosures as required by theAuthority.

SECTION 30. INTERNATIONAL AI\ITI.BOYCOTT CERTII'ICATION

The Implementing fuency certifies that neither it nor auy substantially-owned affiliated company is participating orshall partioipate in an intemational boyco$ in violation of the provisions of the U.S. Export Adminishation Act of1979 or the regulations of the U.S. Depar0nat of Commerce promulgated trnder that Aot.

ILIJNOIS CNMINAL JUSTICE INFORMATION AWHONTYLast Updated on June I 1, 2014Federal and State Grants Unil

I4

Cook Coanty on behalf of the Clerk of the Ciranit CourtData Exchange CCIAIS Projea Manager

Agreement #412038

SECTION 31. DRUG TREE WORKPLACE CERTIFICATION

If mg Implementrng Agency has 25 or more eurployees and is receiving $5,000 or more under this agreement, theImplemeating fuency certifies that it provides, and will continue to prouido, a &ug free worlqlace in accordancewith the Drug Ftee WorSlace Act (30 ILCS 5g0).

The Act requires that no grmtee or confastor shall receive a grant or be considered for the purposes of beingawarded a contract for the pmcurement of any property or services from the State unless that grante€ or conhactorhas certified to the State that the gftmtee or contractor will p,rovide a drug free workptace. False certification orviolation ofihe certification:nay result in sanctions including, but not limited to, suspension ofcontract or grantpalments, tcnrdnation of the confract or grant and dsbarment of contracting or grant opportmities with the State forat least one (1) year but not mora than fn € (5) years.

For tho purposo of this certificatior, ngranteeu or "oonkactor" means a corporation, partnership, or other entity withtwenty-five (25) or more ernplopes at the time of issuing the grant, or a dcpartmart, division, or other unit thereo{,direotly responsible for the specific perficrmance under tcontract or $aot of $5,000 or more from the St*e.

The conhactor/grantee certifies and agrees that it will provide a drug free workplace by:

(a) Publishing a statement:

(1) Notifying employees tlnt the unlaufirl manufuchrre, dishibution, drspensrng, possession or use of acontrolled substance, inoluding cannabis, is prchibited in the grantee's or cortmctor's workplace.

(2) Specifying the actions thatwillbe takenagainst ernployeesforviolations ofsuchprohibition

(3) Notifting fre unployee that, as a condition of enryloynent on zuch confract or grant, the employeewiil:

(A) abide by tho temrs of the sBtement; and

(B) noti& the employer ofany criminal drug statute conviction for a violation occurringin the worlqplace no laterthanfive (O days affer such conviotion.

O) Establishing a drug free awarcn€ss progrfln to inform e,mployees about:

(1) tho dangers ofdrugabuseinthe workplace;

(2) the grantee's or contractor's policy ofmaintaining a drug free woflcplace;

(4) the penalties that rnay be irposed upon an ernployee for dmg viorations.

IILINOIS CRIMNAL JUSTICE INF ORI4ANON AWHORITYLast Updated on Jatte 11, Z0l4Federal and State Grants Unit

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Cook County on behalf of the Clerk of the Circuit CourtData Exchange CCICJIS Project Manager

Agreement#412038

Providing a copy ofthe statement required by subparagraph (a) to each ernployee engaged in theperformance of the contract or grant and to post the stabment in a prominent place in the wodglace.

Notifying the cortacting or granting agency within t€n (10) days after receiving notice under part (B) ofparagraph (3) of subsection (a) above fiom aa emplope or otherwise receiving actual notico of such t

conviction.

(e) lnpoeing a sanotion on, or requiriqg the satisfactoryparticipation in a drug abuse assistance orrehabilitation program by, any cmployec who is so convicted, as required by section 580/5 of the Drug FreeWor{rylaco Act.

(0 Assisting erryloyees in selecting a couse of action in the event drug counssliag, heaffient, andrehabilitation is required and indicating that I tained refemal team is in placo.

(g) Making a good faith effort to continue to maintain a drug free worlqplace tbroryh inplementation of theDrug Free WorlplaceAct.

SECTION 32. I}$CLOST]RE OF SOLICITATION FOR EMPLOYMENT

The Implementing Agency shall notify the Auttrority'e Ethics Officer if the knplementiug Agency solicits or intandsto solicit for ernployment any of the Auttrority's employees during any part of the award firnding process or duringthe lerm of any intoragenoy agreement awarded

SECTION 33. ELIGIBILITY FOR EMPLOYMENT IN THE I]NITED STATES

flp rrnplerrenting Agency shall corrplete and keep on file, as appropriate, the Imurigration and NaturalizationService Employnent Eligibility Form (I-9). This form shall be used by the Implementing Agency to veriff thatpersons €mployed by the Implementing Agency are eligible to work in tlre United States.

SECTION 34. DISFOSITION RF,PORTING

The knplcmenting Agency certifies that it is in compliance with the reporting prcvisions of the CriminalIdentification Act (20 ILCS 2630), wtren applioable, and agrees to cooperate vith the Authority and other parties inthe implementation of the State's Criminal Records Iuprovement Plaq developed by the Authority prusuant tofederal law.

SECTION 35. CRIMINAL INTELLIGENCE SYSTEM OPERAIING BOLICIES

If the prograur described in Exhibit A is subject to requireinents of the Criminal Intelligenoe Systern OperatingPolioies, 28 CER Part 23,the [pplementing Agency certifies io the Authonty that the prograrn shall conform wi&the operating policies set forth in 28 CTR Part 23.20 and meeb funding cribria set forth in 28 CfiR Part 23.30. If fre

- - --programis*ubjecbto-these-requirements;the-Implerrenting Agencyshall cooperate-with-specializedmonitoring andauditing of the program as may be required by 28 CFR Part 23.40(a), and shall comply with operating policiesrequired by 28 CFR Part 23.40(b).

ILLNOIS CRIMINAL JUSTICE INFORMATION AUTT{ONTYLast updated onJune I I, 2014Federal and State Grants Unit

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(c)

(d)

Cook County on behalf of the Cterk of the Circuit CourtData Exchange CCICIIS project Marager

Agreement #4 I 203g

SECTION 36. STATEMENTS, PRESS RELEASES, ETC.

When issuing stat€trlEtrB, press releases, requests forproposals, bid solicitations, and otherdocurnents describingprojects or programs furded in wtrole or in part with iea"rar milt ,h; Irplementfirg Agency shall clearly state (l)the percentage of the total cost

9f the program or prolect which wiif be frnanced with federal monen and (2) tlredollar amount of federal firnds for the proJect or program. *rvw wru rEuet.r r.orl'y

SECTION 37. COPYRIGHTS, PATENTS

rtbis agre€ment results'in a copyright the Authority and the Bureau of Justice Assistanoe reserve a royalty-&ee,nonexclusive and irrevocable license to reproduce, iublish o, otherwise usg and to authorize others to use, forgovernment pu4)oses' the.workor the oopyright io aay work developed uader this agreem;3a6 urry right orcopynght to urhich agrantee, subgrante€ or Jcoatracrorpurcrr"ro o'*"rrtipffiffi, *;ff *'

If this agreemont resulq in.t'!re rro{uction of patentable- items, pat€nt rights, process€s, or inventions, tbeImplementing Agenoy shatl immediately notib u," aotnuty. tn" aotio.ity riu provide the Implenrenting Ageocywith further instuction on urhether protection'on ttre item *irr ur *rgnt *o how the rights in the it€m will b€allocated and administered in order-to protect the public intorest, i";;r*d*r" with federal guidelines.

SECTION 38. PUBLICATIONS

The hrplementing Agency shall su6mit to the Authority for rwiew, a draft of any publicatiou rhat will bB issued by theIrrplementing fuencydegcntingorresulting norlp*gru*or projects fundedinwholc orinpartwithfederal ormatching funds, no rater than 60 da)4s prior ti its printii'g. ---*u s wlurs vr ur Pqrt wrm

For publications over 20 pagec, the Authority will submit commenh to fto Irrplementing Agency no later than 30 daysafter receipt of &e draft' If more than one such publication i* .*rircd, th;ofurity reserves &e riglt to exterd the3odayrcviewperiod. Y'Y'....* qry-

Forpublications of 20 pages or^r1u1\.autrrolty will subnrit comments to the lnplementiug Ageucy no later than l0working days after receipt of the draft' If more than one zuch pubucation lr r*rta"d, dre Authority raserves the right toeXtend the 10.day rWieWperiOd" v'r N s.*q*wr+ uF nuururrr'y rEnc

ffirffiaf;}l rEserYes dre right m require the resubmission of any publication for additional review and comrnant, prior

The- Implernenting Agency shall submit to the Authority, copics, the number of r*hich will be specified by theAuthority, of tho final publication no later tlrau 20 aayspri* to raeus" oitn" ma p*Iication.

Exceptions to the abo're publication requirements rnay be grauted upon prior Authority approval

-Anysueh-publication-shulr-c-oritnin-&e-fofl0fr ug-staffienr

"This project was suppord by Grail # 2012-DJ-BX-0203, awarded by the Burcau of Justice Assistarrce, office ofJustice Programs, u.s. Deprirment of Justice, through the Illinois crim[uirustico Information Au6ority. poids of

IU.INOIS C AUTHORITYInst Updated onJune Il, 2014Federal and State Grants Unlt

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Cook County on behalf of the Clerk of the Circuit CourtData Exchatge CCICJIS Projut Manager

Agreement l*412038

view or opinions containod within this docrment re those of the author and do notnecessarily representthe officialpositiou or policies of dre U.S. Departnent ofJusticc, or the Illinois Criminal Justice InformationAulhority."

Thesepublicationrequirements pertain to any writl€tr, vizual or soundpublication, but are inapplicabte to press releases,newsletters and issue analyses,

SECTION 39. FEDERAL TA)(PAYER IDENTIFICATION NIJMBER

Under penalties of ffiury, the Implementing Agency certifies that the name, con€ct taxpaycr identification number,and legal status listed belo\r are correct

Name: CookCounty

Taxpayer Identilicadon Number:

EmployerldentificationNumber 36-6005541

@nter the name of the entity as used to applyfor the entity's EIN and the EIN)

Lesal Status (check one):Individual

Sole Proprietorship

Partrcrship/Legal Corporatiou

Nonresident Alien

TaxExempt

Phannacy/Rmeral Home/Cemetery (Corp.)

Corporation providing or billing medical _ Corporation NOT providing or billingand/or healthcare senrices

X Goverrment

Estate orTnrst

medical and or healthcare services

Phannacy (non+ orporate)

Non-profit Corporation/ Ta,r Exmpt

Non-profit Corporation/ Non-Tax Exempt Other (Specifo)

Implementing Agency mmking non-profit corporatior/ tax exernpt shall zupply the Authority with a copy of theiralfirmation letter shou.ing their 501(o)(3) status from within the last 5 years. In addition, tho Implementing Agencyshall supply a signed copy ofthe Local Govemment Ifaiver

SECTION 40. f,'EDERAL GRANT INFONMATION

--- --By-signing this-agree,ment;the-Irnplementing Agency acknowledges'that-it-has-beeofuformed-of the{ollowing-infonnation regarding the ftderal fitrds received under this agreement:

r Federal Awarding Agenry: Office of Justice Progranrs, Bureau of Justice Assistanog Department of Justice

ILLINOIS CRIMINAL JUSTICE INFORMATION AWHONTYLast Updued on June I l, 201 4Federat and State Granfr Unit

I8

Cook County on behalf of the Clerk of the Circuit Court

Data Exchange CCICilS Proiett ManagerAgreement #412038

r Catalog ofFederal Domestic Assistance (CFDA) Nlmber and Title: 16.738 Byme Formula Grant Prograrn

. Grant Award Name and Nuurber: Edward Byrne Memorial Justice Assistance Grant (2012) Grant Program

2A12-D[-BX-0203. Grant Award Year: Federal Fiscal Year 2012.

SEICTION 41. TRANSPARENCY ACT COMPLIANCE

The [nplementing Age,ncy and Program Agenry agree to comply with any and all requirements of 2 C.F'R' $33.200

ttrat are imposed on recipients of federal funds by the Federal Funding Accountability and Transparency Act of2006. The-Lnplementing Agency and Program Agency agree to comply with the following:

a) To acquire and use a DUNS @am Universal l,lirrrbering Systeur) number. The DIINS rnrmber slnll be

procured-from rhe System for Award Management (SAM) found oulinc at www'SAlr4.eov.

Implementing Age,ncy's DUNS Number: 0Q5525829. . . -. -b) To maintain a current r€gistation in the Sptem for Award Managenent (SAIvf) database. The

Inrplememfing Agency rmrsiupdate or renew their SAIvI registration at l€ast once per year to maintain an

aotive status. Information about registration procedures can be accessed at nry1&W89y.

The Implementing Agenoy's SAM regishationis validuntilt lll3lzcli ,

c) Shall pmvide the Authority with their Comercial And Governrnent Entity (CAGE) Code. The CAGE

Code requestprocess is incorporated into the CCR registration.

Implcrrenting Agency's CAGE Code: - 49[76

d) The tmplerrenting AgEncy and Prograrn Agency further agree that all agrcememts eutercd into with

sgbgranteas ot *rtu"t*r, shall require compliance by the subgranioe or contactor with the Federal

f,-ar"g Accormtability and Transparlncy Act of 2006 and all requke,ments of 2 C'F'R. $33.200 including

obaining a DIJNS number and maintaining registation wittr thc CCR. The acquisition of aDUNS numbcr

and registration with thc CCR database is riot dquired of subgrantees and contactors who aro individuals.

e) The Implemontiqg Ageocy sball provide the Authority with completed "Addendums to Agreeme'nts" for

oit *UgI.Btu* ana sofuonn*tors,-Co,pies of blank Addendums to the Agreement are available from your

grant monitor.

SECTION 42. ACKNOWLEDGMENT AND AGREEMENT FOR INVETITIGATION AT\[D CI'OST,RE OX'

METHAMPEETA]VIINE LABORATORIES

The Irrylementing Agency undcrstands and agrees that any progam involviag eithsr ttre identifoation' seizure, or- olo$reofelm-des-iire-m6ilffirryhetaminslaboratoriesshall-comply with NEP-Aa*l-eas-r€sult-iu adv€Ee healtb, ---

safety and enviroumental impacts to (1) the law enforcemmt and other govcmmeirtal personnel involved; (2) any

residents, occupants, users, ard neighbors of the sit6 of a seized clandestine laboratory; (3) the soized laboratory

site's imnediate and surrounding errvironmenq and (4) the immediate and surrounding environment of the site(s)

ILLINOIS CEIMINAL JWNCE NFONU,ITION AUTHONTTLast Updated on June I I, 201 4

. Federal and State Gmnts Unlt'19

Cook County onbehalf of the Clerk of the Circuit Court' Data Exchange CCICJiS Project Maruger

Agreement#412038

where any remaining chemicals, equipment, and wastes fr,om a seized laboratory's operations are placed or come toresL

When applicable, the Implenrenting Agency agrees that it ehall adhere to duidelines and prooedures to be dwelopodby the Authority and ISP regarding the investigation and closure of clandestine methanrphetamine laboratories as acondition of continrrcd fimdi"g, The knplemeutiqg fuenoy shall also adhere to my arrendmens or additions to theseguidelines eud procodures ttrat are necessary to assure continued compliance with federal, State and local laws,rogulations and guidelines. If applicable, thc Implementing fuenrcy shall be uotificd of these guidolines andptocedures, and any zuch amendments or additioris, in uriting and will be required to sign an acknowledgmeutevidencing iB receipt and agrcement to adhere to theso guidelines, procedru€s, and any annendm€nts or additions.

In tbe event tbat the Imple.menting Agency encounters a clandestine methaurphetamine laboratory the ImplemontingAgency shall immediately call the Illinois State Police (ISP) Clandestine laboratory Coordinator, at phone # O17)7854623 and the appro,priate Dnrg Enforcement Administation (DEA) field office, fur frrrther insEuctions. InadditiorU unless otherwise required by the items listed below, the Implementing Agency acknowledges and certifiesthat it will not store, remo'vo, transport or dispose of any cherrioals, eEripment and wastes used in or resulting fromthe operations of the clandestine 6ethemphetamine laboratory in connection with this program

SECTION 43. RDQUIRT,I) ACTMTES FORINVESTIGAfiON AltD CLOSURE OFr METEAMPmTAIVIINELABORATORIES

Thc Implementing Agency rmderstands and agreos that for any program involving either the idertification, seizure,or closuro of clandestine methamphetamine laboratories, it shall perform the following activities in accordance withIllinois State Police procedures:

(1) Assure that personnel assigned or to be assigned by the grantee to the seizure or closure ofclandestinemetharrphetamine laboratories have received medical screening.

@ Assure that Occupational Safety aod llealth Administration (OSHA) required initial and refresber taining has

been provided for law enforcement offioials and other personnel assigned by the Implementing Agency toeither the seizure or the olosure of clandestine methamphetmine laboratories.

(3) As determitred by tlreir specifio duties, assure that personnel assigned to the program are equipped with OSHArequired protective wear and other required safety equipment

(4) Assure that propedy trained personnel are assigned to prepare a comprehensive contamination report on eachseiz€d/closed laboratory.

(5) If directed by the ISP Clandestine Iaboratory Operator Coordinator or the DEA to Btore, remove, transport ordispose of any chemicals and associatcd glassware, equipment, and contaminated materials and wastes, the

-@shallinrccordance-with-directionprovide&by-ISP-and/or

a) Employ qrralifred disposal contractors to remove all chemicals aodassociated glasswaro, equlpment, adcontaminst€d mataials and wastes from the site(s) of each soized clandestine laboratory.

NLNOIS CRIMINAL JUSTICE INFOAUI.TION AWTTONTYLa* Updated onJune Il, 2014Federal and Sute Grants Unit

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Cook County onbehalf of the Clerk of the Circuit CourtDatq hrchange CCICJIS ProJect Manager

Agreement #412039

b) Dispose of the chemicals, equipment, and contaminated matorials md wastes removed from the sitee ofseized laboratories at properly licensed disposal facilities or, when allowable, properly licenscd recyolingfacilities.

c) Monitor tire tranqport, <iisposal, and recycling components of above subparagraphs a anti b in order toensure proper coryliance.

(6) Contact the Illinois Emergency Management Ag€ncy (IElvIA) commard center at l-800-782-7860 within 24hours aftor it encormter$ a clandestine laboratory, and notifyIEMA of all clandestine laboratories itencountffs.

IEMA serves as *re single point. of contact and timoly notification to the IElv(A command center eliminatesthe need for the Implementing Agency to initiate procedures to ensure fiat written notification is made io flreIllinois Environmental Protectiou Agency (IEPA), the Itlinois Deparment of Public Health (DPII), the localhealth department and tlro property owner on each olandestine labomtory. IEMA facilitatm the coordination ofassist&ncs from the above described agencies, as well as the Departuerrt of Children and Family oenrices,

A Facilitate the implemeartation of the vnitten agreoment regarding olandestine laboratories with the responsiblestate environmeartal agency. This agreoment must provido that the rcsponsible state environrnental agencyagre€s to a) timely evaluate tho environmen0al oondition at and around the site of a olord clandestinelaboratory and b) coordinate with the responsiblo party, property owncr, or others to ensure that any resi&raloontamination is remediated, if determined necessary by the state enyironmental agency end in accordancewith existing shfe and fedoral requirernents; and

(8) Facilitate the implementation of the uryitten agreement with the responsible state or local services agoncies topropedy respond to any minor, as delined by state law, at the site. This agreement must ensure irmediaeresponse by qualified personnel who oan a) reqpond to the potential health needs of aay minor at the site b)tske that minor into protective custodyunless the minor is oriminallyinvolved in the methamtrhetamine labactivities, or is subject to arrest for other crimfual violatious, c) ensure irnmediate meaical testing formetharnphotamine ioxicity; and d) arratlge for any follow-up medical tcsts, examinations, or health care madenecsssary as a result of methamphetamine toxicity,

SEC:TION 44. RENEGOTIATION,MODIFICATION, ORA]VIENDMENT OF TIIE INTERAGENCYAGREEMENT

No alteration, variation, modification, termination, addition to or waiver of any provisions of this agleemmt shell bevalid or binding rurless in writing, and signed by tho parties. For purposes of modifioation of this agreement whichdo not involve inoreases or decreases in funding, the signahue of one representative of the lrnplementing fuency issuffrcient. The parties agrce to ronegotiate, modify, or amend this agreemeat to emure continued consistency withfederal and State laws, and regulations.

SECTION 45. INTEGRATION

This docurnent and the exhibits, amendments, and items incorporated by reference constitute the entire a$€€mentbotwesu the parties pertaining to the subject matter of this agreenrent and supersede all prior and contemporan@us

ILLINOIS CRIMINAL JUSTICE INFORIfiLTION AUTHORITTIast Updated onJune ll, 2014Federal qnd State Grants Unit

2I

Cook Cormty onbehalf of the Clerk of the Circuit CourtData Exchange CCICJIS Proi ect Manager

Agreanent #41 2038

agreem€nts aud understandings of the parties, oral or written, which are not ftlly expressed heroin" No alloged

oovenant, representation, or condition not expressed in this agreement shall affect or be effeotivo to irilerpref change

or restrict the expr€ss ptovisions of this agreement

SECTION 46. SEVERABILITY

Ifany tenn or provision oftlds agreemeut is held invalid unenforceable, voidable or void, that term or provision

shall not affect the o&er terms or provisions of this agreeinent uihich can be given effect wifrout the invalid temr orprovision.

SECTION 47. TERMINATION OR SUSPENSION OF TIIE INTERAGENCY AGREEMENT

The Exscutive Director of theAutlrority, in accordance wittr the Authority's Operating Procedtnes for tlre

Adminisuation of Federal Fundg may suspend or terrninate performance of this agreement for nonconformance withany State or federal law or regulation, with such guidelines as specified in this section, or with the terrns orconditions of this agreemen!

SECTION 48. T'AILT]RETO FILE IN ATIMELY TASHION,

ln order to preclude the possibility of lapsing of funding, the lurihority is requiring thc timely filing of all reryiredreports. Reports shall include b,ut are not limited to, quarterly frscal reports, quarterly progress reports and all rnports

included in the clos€out materials. The quartedy fiscal and progress reporB are due ilot more than 15 days after the

end of the quarter rmless amtlrcr reporting schedule has been required or approved by the Authority. The fmal date forsubmfusion for all of the closeouf material reports is 30 days after the end of tlre grant period.

Faih.re b meot the reporting dates est blished for the particular reports shall result in the "freezingl' of all funds. The

frozenfunds shall notbe limited to a partioulargrant that is delinqueng but atl grantfunds that the Implernenting

Ageacy has with the Authority shall be frozerr. Rmds Eill be released following the completion of all the reporting

requirements.

SECTION 49. REPORTING GRANT IRREGT]LARITMS

The Implementing Agency shall prornptly notiff the Authority through their Grant Monitor ufien an allegation is

made, or the knplementing Agenoy othsnrrise rcceives information, reasonably tending to show the possible . ,..

existence of my irregularities or illegal acts in the administration of grant fimds. The Authority, per.its agoncy

policy, shall determine the rcasonableness of the allegation of the irregularities or illegal action and determino the

appropriate course of action. Possible actions would include conducting an intffiral audit or other investigatior or

oontacting the proper authorities, Illegal acts and irregularities shall inolude but are not limited to such matters 8s

conflicts of interest, falsification of records or reports both data, fiscal aud prograrroratic, and the misappropriation

offirnds or other assets.

The rmplomenting Agency shall inform any sub-recipie'nt of the Authority's grant funds that the sub-recipient is

similarty obligated to report iflEgularities and the bnpleurenting Agency shallprovide a copy of the Authority' s

policy to any sub-recipie'nt. A copy of the Authority's policy ie available on the web at

htlp://ryqm,. icjia.sete.il.us/pubiio/.

NLINOIS CRIMINAL JUSNCE INFORMAAON AWIIORITYLast Updated on June ll, 2014Federal and State Gmnts Unit

22

Cook County onbehalf of the Clerk of the Circuit CourtData Exchorye CCICJIS Proi e*t Manager

Agreement #4i,2038

Failure to report known irregula,rities can result in suspension of the Interagancy Agreement or other remedial action.In addition, if the implementing agenoy's auditor or other staff becomes aware of any possible illegal acB or otherinegularities prompt notice shall be given to the ftnpte,mentirg Agency's director. The tmplementing Agency, inturn, shall pmnptty noti& the Authority as described above of the po*sible illegai acts or irregularities. If ihepossible misconduct involves tlre Implementing Agency's director, the lnplemmting Agency staffmolrber shallprovide prompt notice directly to the Authority.

In additiou the Authority, if in its judgment there is a reasonable allegation of inegularity or illegal act, shall informthe Office of fustics Program's Office of the Corqpholler, the Departuont of Justice's Office of ProfessionalResponsibility and the OfEce of Inspcctor Gerneral, and state and local law cnforcemcnt agencies or proseouting

authoritieg as appropriate, of any knoum violations of the law wirhin their rryective area ofjurisdiction.

The reporting of any irregularities, illegal ssls nnd the proposed or actual corrective action shall be reported to rhe

Authority ac

Illinois Criminal Justice Information AuthorityAttn: GrantMonitor300 W. Adams Suite 200Chicago, IL 60606

Phone: 312- 793-8550

SECTION 50. REPORTING POTENTIAL FRAUD, WASTE OR STMTLAR MIrcONDUCT.

The knplementi4gAgenoy shalt promptly referto the Authority, via their assigned GrantMonitor, and the

Deparunent of Justice Offico of Inspector Goneral (OIG) aay credible evidence &at a principal, employee, agenlcontactor, subcontaotor, or subgrantee has either submittsd a false olaim for grant fuds in violation of the False

Claims Act or comnnitted a criminal or civil violation of laws pertaining 0o fraud, corflict of interest, bribery gratuitys1 sim[lar misconduct involving $ant funds.

Potential frau4 waste, abm€ or misconduct shall be reported to the Authority by mail at:

Illinois Criminal Justice Information AuthorityAttn: GrautMonitor300 W. Adams Suite200Chicago, IL 60606

Phone: 372- 793-8550

--Foten-h-alffud-, rrastqabuse or misconductstrall bereported to Olc-bfmail ot-email afi' ---

Office of the Inspector GeneralU.S. Department of JustioeInvestigation Division

ILLINOIS CRIMINAL JUSACE IMORMATION AUTHONTYLast Updaud onJune I l, 2014Federal and Snte Grants Unit

23

Cook Cowty on behalf of the Clerk of the Circuit Court'Dda Exchange CCICJIS Project Manager

Agreenmttt4I2038

950 Pennsylvania Ave, N.W Room4706Washington D.C,20530

Bmailoig.hotline@usdoj.gov Phone: l-800-8694499 Far (202)616-9g81

Websitq h@://www.usdoj.gov/oig/

SECTION 5I. USE OFFUNDS

Implegenting Agency certifies that it, and ih subcontactors, shall use fEdcral and match, if applicable, funds foronly allowable serviceq activities and costs, as describetl in Exhibit A.

The Implementing Agency certifies that only those costs listed in Exhibit B shatl be paid pursuant to this agreement.

knpletnenting Agency undeffitand$ the payment bf firnds shall be withheld until such certifications are received bythe Authority.

SECTION 52. PROr.tBnru usE oF FEDER.AL rUNDS

The Impleurenting Agencyuuderstands and agrees that it cafitot use any federal fimds, either direcflyor indirectly, insupport of any contract or subaward to either the Association of Comrunity Organizations for Refonn Now(ACORN) or its subsidiarier, without the express prior approval of the Authority.

SECTION 53. TEXT-MESSAGING WEILE DRIVING

The Authority encourags$ the Implementing Agency to adopt and enfqrce policies baoning employees of theImplementing Agenoy or Program Agmcy and contractors or subcontractors from text messaging urhile driving anyvehicle drrring th€ course ofperforming workfimded by rhis aglsemsnf, and to establish safetyp;Ucies and conducteducation, awaxeness, and other outneaoh to decrease crashes caused by distracted drivers.

SECTION 54. PRWACY CERTIFICATE

The Implementing Agency shall comply with the confidentiality requirernents of 42 U.S.C. g 37899 and 28 C.F.RPert 22. The Implementing Agency shalt submit a Privary Certificate that is in accordance wittr the requirements of27 C.F.R Part22.23.

SECTION 55. HIGH-RISK GRANTEES

Irnplemmting agency agrees to comply with any additional requirements that may be imposed during the grantperformance period if the Autlrority determines that &e Implernanting Agenoy is a high-risk granee pursuant to 28

- - e.E.R-par,ts-66J9-

SECTTON 56. CONFEREI{CESI AND TRAINING MATERIALS

ILLINOIS CEIMINAL JTISTICE INFOEMATION AUff{ANTTLast Updated on June I I, 2014Federal and State Grants Unit

24

Cook County on behalf of the Clerk of the Circuit CoartData Exchange CCICJIS Projed Manager

Agreement #412038

The Implementing Agenoy agrees to comply with all applicable laws, rcgulations, polieies and guidance (whichincludes specific cost limitg prior approval and reporting requirements)lovenring the use of federal funds forexp€tr8€ related to confore,Irces, including the provision of food and befrages at suoh even6, aud the cost ofattendance. Conferences are dofined as meetings, refreats, seminars, s1.orposio.s, faining and other events,Information on pertinent lawq regulatioas, policiee and guidance is availabte at availableatwww ojp. govlfu nding/confcost.hfi rL

SECTION 57. MAXIMIIM EMPLOYEE COMPENSATION

The Irrplemtnting Agenoy-uuderctands and agrees that ftrnds tbrough this agreemont may not be used io pay cashcornpemsation Galary plus bonusos) to any €mplo)r€e at a rate that eiceeds I l0% of the maximum anaualsaarypayable to. a member of the fetlerat governmeilt's Senior Executive Senrices (SES) at afl agency with a Ceftined SESPerformance Apprairal System for that year. An employee may be compensad ai o t igtre" rut", provided theamount iu excess of this conrpenration limitation is paid with non-federal firnds,

SECTION 58. GLOBAL JUSTICE INFORMATION SEARING INITITAIIYE @OJ's Global)

The Imptemeoting Agenry agrees to comply with DOJ's Global guidelines d recormnendations. The Irrylemeutingfuency shall conform to the Gtobal Standarde Package and all sonstituent elemenb, where applicable, as described-at httpJlwww.itpip.eov/g$p-erantconditigg" The Implementing Agency shall doorment pldcd 4proaches toinformation shadng and desmibe compliance to the GSP and appropri*e privacypolicy thut p*t""t" sharcdinformatiorl or provide detailed justifioation for why an alternative approach is recommended.

SECTION 59. TRUST FTJND ACCOTTNT

The Implemenrting Agency agtees to establish a rust fuud accoutrt to be used solely for this agrccrnent. The trustftnd mayor may not be an interest-bearing ac,count. Tte funds, including any interesg .uy oit b" ured to pay debtsor exp€tul€s incurred by other aotivities bqrond the scope of the Byme/IAG grant program. The ftrplementingAgency also agroes to obligate "nd expe,nd the grant funds in the kust nmd (iuch&ng anv interest eamed) duing theperiod of the grant. Gnmt fimds (includrng any inErest earned) not expendedby the end of the grantperiod musiberetumed to the Authority no later than 45 dap after the end of the grant poriod.

Any funds received by tha Implementing Agerrcy, under this agreement, shall be <lryosited into the tust fund wittrinteq (10) dap ofreceipt of tlre funds.

If the Implernenting fumcy does not establish a trust fund account in accordance with this sectio& graff firnds willbe dispused to the Lnplementing Agency on a reimbursement basis only. If the Imple,rnenting egeniy requestspa)4menb on a reimbure€mert basis, fie tnplementing Agency may submit reporr monthly to bJ reimbursed amonthlybasis.

--SILCIION_60.-GRANT-ETINDS-RECOIMR.Y,Atr{D-NWOLUNTAR-Y1IiZrIIISOLDtr\IGS -=-This interagency agreement is subject to the Illinois Grant Frmds Recovery Act (30 IrcS ?0511 et seq). TheImplementing Agmoy certifies that it, md ih sub-grantees and sub-contracto$, are not presently subject to a grantfirnds recovery action under ttre Illinois Graut Frmds Recovery Act (30 IrcS ibsl t et. r"g or * tooot*tu.y-

IU.TNOIS CNMINAL JUSTICE INFORMATION AULTIONWLast tJpdated on June I I, 201 4. Federal and State Grants Unit

25

Caok County onbehalf of the Clerkof the Ciranit CourtData Exchange CCICJIS Project Manager

Agreement #4120i8

Witlrholding by the State of Illinoie or any othm state. The Implementing Agarcy also certifies that a gtant recovery

action by auy grantor, or an Involunlary Witbholding action by the State of Illinois or any other state has not been

iuitiated against it, or any ofits sub-grantees and/or sub-contractors, within the past five (5) years.

The Implementing Agency shali notify the Authority if it or any of its sub-grantees and/or sub-conkaciors is

currently the subject ofa grant fund$ recovery action, has been the party to a grant firnds recovery aotion in the past

five (5) 3rcars, is currently subjeot to an Involuntary Withholding by the State of Illinois or by any othor state, or hag

been subject to an Invohmiary Withholding by the State of Illinois or by any other state withitr the past five (5) :nare.The Authority may terminato this agreement, at the Authority's sole discretio4 if the Implearrenting Agency or any ofits sub-grantees and/or sub-contrsctors is a party to a grant fuirds recovery action, has been a party to a grant funds

r€cov€ry action within tho past five (5) yeare, becomos a party to a grant fuods recovery action, is subject to an

Involgntary Wittholdiry, has been the srrbject of an Involuntary Withholding within Ere past five (5) ycars, or

becomes the subject of an Involuntary Withholding.

SECTION 61. CRIMINAL COFTVICTIONS

The Implenrenting Agency certifies that its oum and its sub-graulees' and iE sub-contractors' board members,

executive officers, directors, admioistators, srpervisors, rl&nagers, and financial oflicers md aryone holding such a

position of authority have not been convicted of theft, fraud, or any other crirne involving dishoncsty wiihin thc past

ten (10) years.

The Implementing Agency shall notifr the Authority if any of its own or any of its sub-grantees' andlor its sub'

coutactors' board members, ex€cutirre offioeq dfuectots, adninistratorq supervisoftt, rnatragerc, or financial officers

or anyone holding zuch a position of authority have been convictcd of theft, fraud, or any other crime involving

dishonesty within *re past ten (10) years or become convictcd of freft, fiau4 or any other orime involving

dishonesty. Ths Authority may terminate this agreemin! at the Auihority's sole discretiotr, ifftc Implen€Nrting

Agency's or any of its sub-grantees' and/or its zub-contractors' board metnbes, errccutive officers, directors,

administrators, supervisors, managerB, or frrancial officers or anyone holding suoh a position of arthority have been

convicted of ttreft, ftaud, or othercrime of dishones.tywithinthe past ten (10) ycars or becomo oonvicted of theft,

fiaud, or any crime involving dishonesty.

SECTION 62. MANAGEMENT AtrD DISPOSITION Or EQImMENT AltD COMMODITIES

Equipment and commodities acquircd by the Implcmenting Agency with ByrndJAG funds shall be used for purposes

of the program described in Exhibit A only. The Irrplerne'nting Agency may letaitr the equipment and cornmodities

acquired with agreement fimds as long as they serve to accomplish progran purposes, whether or not the program

continues to be srpportetl by Authority grant frmds, but such deterrrinations as to retention are within tle sole

discretion of the Authority. If the equipme,nt or commodities originatly purchased for the progrry are no longer

capable of frrlfilling tha needs of the prograur and must be haded in or replaced, or there is no longer a need for the

equipment or commodities, the Implomenting Agenoy shall request instructions fiom the Authority'

The Althority may deny equipment and cormodities costs or require ttrat the Irylementing Agency relinquish

already purchased equipment and commodities to the Authority if the Implemonting Agency fails to ernploy an

adequate prope,rty managemoat system governing the use, protection, arul management of such properfy. The

Implementitlg Agency is responsible for replacing or repairing and comrnodities that are willftlly or

ILUNOIS CKIMINAL JUSTICE INFORTIATION AUTTIONTYLast Updated on June 1 1, 20 1 4Federal and Snte Grants Unit

26

Cook County on behalf of thd Clerkof the Ciranit CourtDdo Exchange CCICJIS Project Manager

Agreement #412038

uegligently losg stol€n, damaged or destroyed. The Implemeirting Agency shall provide equivalent insuramcecovtrage for grant firnded and cornmodities as provided for other equipment and commodities owned bythe recipient. Any loss, damage or theft of equipment and commodities shall be investigated and ftlly docune,nted,and inrmediately reported to the Autlrority.

If for an item of equipnrent described in Exhibit B to be purchased widr Byme/JAG firnds, the Imple,mentingAgency doee not have, s1 s minimu(& apurchase order dated within 90 days after *re start date of the agreement, theImplementing Agency sha[ submit a letter to the Authority explaining the delay in the purchase of equipment. TheAuthoritymay, in is discrotion:

A. Reduce tn u-o*tofny-UfaO fimding;

B. Cancel this agreemeng

C. Allow the Irylementing Agrasy to reallocate the Byrno/IAG funds that were allocated for such equipmemtto otlrer allowable Au&ority approved oosts; or

D. Extend fte pcriod to purchase this equipment past the 90-day period

Equipmentpurohasedusing Byrne/JAG fimds shall be made available for inspection during sib visits, andupourequest of the Implementing dgoncy as part of its grant monitoring and oversight responsibilities.

SECTION 62.5 SPECIAL CONDMION FOR CONTRACTORS(Applicable to lndependent contractorc, not employees, of the Implementlng Agency)

If the contractor payneart rato exceeds $450 for m 8 hour day (exceeds $56.25 per hour), the Impleraenting Agencymust zubmit uritten justification for that paynent rate for PRIOR Autbority review and approval.

If the contractor pElrn€ot rate is $450 or less for an 8 hour day, the written justification must be mainuined on-siteby the rmplemeirting Agency and made available for review and approval by the Authority during scheduled sitevisit(s). If a site visit is not scheiluled during thc pcriod of performance of the grant program, the ImplementiagAgency maybe requined tro submit this justifioation for Authority review and approrral as directed by the Authority.

The written justification for these conhactor payments must follow the Autlrority's required fonnat, which theAuthority wiltprovide to the Implementing Agency.

In addition, the Implementing Agency must submit copies of all contacb over $100,000 that it anticipates enteringinto with the sslecEd conhactors for Authority review and qlproval, PRIOR to their apprwal and execution by fteImplementing Agency. Other contracts maybe requested for review, at the discretion of the Authority.

ILLINOIS CRIMINAL JUSTICE INFORMATION AUTHONTYLast Updated onJane 11, 2011Federal and State Grants Unit

27

Cook Comty onbehalf of the Clerk of the Cirait CourtData Exchange CCICJIS ProJect Manager

Agreanent#4l20Jg

SECTION 63. ACCEPTANCE & CERTIFICATION

The terms ofthis inhragency agreement are hereby acce,pted, exccuted, and whcrc applicable, certified and acknowle god, by the ^ 1 ,. I I {proper officers and of6cials of the parties hereto: ol I tt t,

5r*-b ($*

Ja"Lurtarre,?L#p

Exocutive DirectorIllinois Criminal Justice Information Authority

I, Toni PreckwiRkle. Countv Board Pfcsidcn! undcr oath, do hereby certiff and aclorowledge that :

(1) all of the information in the grant agre€meot #412038 is tue and comct to best of myknowledge, infomation and bclief, (2) the grant funds shall be uscd only foi the purposos

described in the grant agreement M12038, aod (3) the awarding of grant funds is conditioned uponthe Autho,rity's recoipt of this certification.

A-"-@Toni Prcckwinklo

County Board PresidqrtCook County

I, .Lawrence L. Wilson. CsmBtroilm. under oath, do hereby certify and ackrowledge that : (1) all ofthe infotmation in the grant 4greernent #412038 is true and conect io best ofmy knowledge,information and belief, (2) the grant firnds shall bo uscd only for the purposes described in tlre grantagretmafi#412038, and (3) the awarding ofgraot firnds is conditioned upon the Authority'sreceipt of this certification,

l,arvrence L. WilsonComptroller

CookCounty

I, Dorothy Browrr" Clerk of the Circuit Court. uuder oath, do heteby certify and acknowledge that :

(1) all of tho informadon in the grant agreement #412038 is tuc md corect to best of myknowledge, information and beliet (2) the grant funds shall be used only for the purposes

dascdbed in the grant agr€efirant awarding of grant funds is condfioned upon*re Authority's receip of this

'L]EDate

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ILLINOIS CRIMINAL JLISTICE INFORIUUTION AWHONTYInst Updaed on Jwne I 1, 20 I 4

Federal and Stdte Grants Unit28

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SECTION {1. IRANSPANENCY ACT COMPI,I]IN€E

fu B+r*tog Agety iad Plograu Agcnoyogrpc to coorytywirh aay anrl alt ft+rircmcneof 2 C.F.R.

!33'4BryqryocedoqFcipicnbsf$lftEalfuniirtry$oFG&ftdFgiftlg lccuiixib*titymdTrrnrpmacyAct of 2{x}5. Tto Irylcmming Ag€scy mdProgram Aedv agr€e to ooryty *ote 6lloi,irg:

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b) To lnairtqir a' 6uflM rcgilMlfun ie fu 85rhrn for Anud Irdmgmwt (SAlvI) d*6ce. The_ Inp. hMirotl gsryy lry|g rr'&9 m rwrr &eir stM rykhdftid s.U$ ;* per yoar ro mri&ir_ an

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c) Shallprovide ths AuthuitywiththirCoroercialAdGorcrnnentE6ey (CAGE)fus. The CAGECode rcqueot proccrs b ircoryorttcd inb &6 CCRregisMe.

Are&emt#OlF€d€ral Shre Crragts &dt

Updabd Apdl 4,2A14I

Cooh Cowty on beiolf of the Clerk afthe Ciranit CounDaa Erchange CCICJIS ProjetMaruger

,$greement tt412038

Implomcnting,{geoclsCAGE C;odo:_ 49W76

d).The Implo,tneoting Agency and program fuemy furtler agree tbat all agroonronr crrtcred into withsilbgraote€s or contacbs, shall reErire .omp-liar"e by &e iubgmatce or'*otsoto, rrith the Federalftn{iDg Aryrleh-bility and Trmsprercy e* of Zmf *a oU rrq;r"*rr" of 2 C.F.R $33.200 irncludrgobtainilg a DUNS nuruber ard mainrhiringiogirstration wift Ue iCn-ffr rcquisition of a D(I.IS nrmbcrand rogisbation wie fu ccR' daEbaoe is no roquircd of sulogramees ad conractorc rdro are irdir&luab.

e) Tho Imphmbg Agcncy shatl provitle the Authority with comphtcd "Ad€ndrms to Agrccmcffi" hrall suogreEeE and subcontractots. Copie of blank Addenduns to die Agreement are arailablc ftom ptrrgrant monitor.

q:

Am€odrlont #01Fcdooat StaE Grab Unit

Updated Aprit 4,2014

EXHIBIT B: EUDGETII}ENTIflCATION OF SOURCES OT, TUNDING

ImplementingAgency: clerk of dre circuit court of cook countyAgreement #: 4lZUJg

SOURCE

I ------=-Federells@J.&G ! t.y lZ

Match;

OverMatch:

GRAND TOTAL

AI\{OUNT

Subtotal;

Cook County Subfotal: $33J33

Subtotal:

$133833

$0

Federal State and &ants UflitUpdated April 17, 2013

Cook County oa behalf of the Cle* of the Circuit CourrData Exchange CCICJIS Projut Manager

Agreenew t1412038

SECTION 63. ACCEPTANCE & CERTINCATION

TF tuf: "l !hi" ineragsncy agtEeme[t aru hcresy "r"upted,

exccuted, and whereacknowledgcd, by the proper ofrccrc and officials ortd,t putiis r'r€to: -'

applicable, c€rtified * ,, il+f

l/j#is-

I' Toni Preckrrinkle.countv BoarC prcgidsd under oath" do hor&y csti& andacluowlodge that (t) all ofthe irrformation iu*r"c*,t igr***i *ltzosais rue addorref,t to best of my knowhifue, iufrnnadoa,and belief, (2j C c*rr furdr ruu t u*"a

"nty tt dr purposes describ€d itr ths c'rant e$em€ot *izorg:;ano (r) the oryarding ofgra* fundsis conditioned upon the Authority'i receipt of this certificaiion.

I' lalmelgc+dril$otr. cp.qptrollet udcr ouL do heroby certifi and acknowledge rhat:(t) all of thc inforrnation in the Grant Aerecmffr #4tzmC is trrre-and corrsct to bcst ofmy krowledge, iaformatiou and beliei (2) ths grant funds shll be used only forthopurposee described in ilro Grrnt Agrcement *+tzo:s, and (3) drc ara,arding ofgrant ffgrds

tu1 fuToniPreclnlinlds

County BoadPresidentCookCounty

ie colditioned,rpu the Au&odty'e rcceip of

Laytence L. WilsonC,ouP'trollerC,ookCounty

$!;I. Porotlry. brorrn" Slerk pf

$re QIcuit Court under oatb do hereby ce*iff andackrowledge ttat {l} alt of the irformation in tto craar Agreem*t g+tzbsg io &ue andcorrgcl to bost of my knowledgc, ihforoation aud belief, (2) 0re graut fim& shall be usedonly for the purposss de$criH in &c Graat Agreemeot #41203g-, ard (3) tho auarding of

- -grart funds-is

Arnondment #01Fedsral State Crrnants Unit

Updated April4, 20143

Illinois Criminal Justioe Infsmation Authoriry

Clcrk of the

ATTACHMENT 1

City of Chicago Contract No. 27586

Contract (PO) Numben 27586

Specilication Number: 66760

Name of Contractor: CROWE HORWATH LLP

City Department: DEPT OF INNOVATION & TECHNOLOGY

Titte of Contract: RE-ISSUED NON-TARGET MARKET IT MASTER CONSULTINGAGREEMENT. CATEGORY 1 : APPLICATION DEVELOPMENT,

fl Wflf S.S'"9I'"3Hf"ffi B'#L%'af +Tfl?l,I3JJ',*,CONSULTING

Term of Contract: Start Date: 412512014

End Date: 613012019

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

$6,000,000.00

Brief Description of Work RE-ISSUED NON-TARGET MARKET IT MASTERCONSULTING AGREEMENT. CATEGORY 1

. APPLICATIONDEVELOPMENT, SUPPORT A].ID ONGOING MAINTENANCE ;

CATEGORY 4 IT INFRASTRUCTURE DESIGN; ANDCATEGORY 5. MANAGEMENT CONSULTING

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

Please refer to the DPS websirefor Contoct information under "Doing Business With The City".

Vendor Number: f060639

'"'^W zSzo'(

Specification Number: 6676!Contract (PO) Number: 27586

Vendor Code Number: 1060639

PRE.QUALIFIED CONSULTANT POOL AGREEMENT

BETWEEN

THE CITY OF CIIICAGODEPARTMENT OF IIYNOVATION AIYD TECHNOLOGY

AND

CROWE HORWATII LLP

NON-TARGET MARKETINFORMATION TECHNOLOGY AND RELATED SERVICES FOR VARIOUS SCOPE

CATEGORIES:

1) APPLICATION DEVELOPMENT SUPPORT AI\D ONGOING MAINTENAI\ICE4) IT INFRASTRUCTT]RE DESIGN5) MANAGEMENT CONSULTING

RAHM EMAI\UELMAYOR

TABLE OF CONTENTS

BACKGROUND INFORMATION .

ARTICLE 1. INCORPORATION OF BACKGROUND INFORMATION

ARTICLE 2. DEFINITIONS .

1

1

2.01 Incorporation of Exhibits .......................4

ARTICLE 3.

3.0r

3.02

3.03

3.04

3.05

3.06

3.07

3.0E

3.09

3.r0

ARTICLE 6.

6.01

6.02

6.03

6.04

6.0s

6.06

6.07

6.08

ARTICLE 4. RESULTS TOR ACCEPTANCE TESTING CRITERIA AND PROCEDURES. 164.01 l)evelopment of Acceptance Test......... ...................... 16

4.02. Acceptance Procedures.. ........................ f 6

ARTICLE 5. DURATION OF AGREEMENT . ..17

DUTIES AI.ID RESPONSIBILITIES OF CONSULTANT 4

City's Policies and Procedures.,...

ARTICLE 7. COMPLIANCE WITH ALL LAWS .22

7.01

7.02

7.03

7.04

7.05

7.06

7.07

7.08

Compliance with AII Laws Genera11y................. .......22

Nondiscrimination............. .........i.,.......... ,,..........,.......23

Inspector General and Legislative Inspeetor General ....... ,.,.........24

MacBride Ordinance... ..........................24

Business Relationships with Elected Officials ..........24

Chicago "Livlng *"9!" Ordinance .................:..............................25

Bnvironmental Warranties and Representations................ ...........26

Prohibition on Certain Contributions, Mayoral Executive Order 2011-4 .........27

7.O9 Firms Owned or Operated by Individuals with Disabilities....,....... ......2E

ARTICLE 8.

8.01

E.02

8.03

8.04

8.05

8.06

t.078.08

8.09

SPECIAL CONDITIONS. 28Warranties and Representations......... ......................2t

Joint and Several Liability....... ............33

Business Documents.. ..-....................... 33

Conflicts of Interest !....!.!....i.,....... .........33

Non-liability of Public Officials ............34

EDS / Certification Regarding Suspension and Debarment.. ........35

Payment Card Industry Data Security Standard...... .....................35

Information Technology Accessibility Standards ..........................35

ARTICLE 9. RISK MANAGEMENT . 359.01 Consultant's Insurance..... .....,..............3S

9.02 Indemnification................. ....................35

ARTICLE 10. DISPUIES

ARTICLE 11. EVENTSiRIGHT TO OFFSET

OF DEFAULT, REMEDIES, TERMINATION, SUSPENSION AT.ID

3811.01 Events of Default.... ..........38

f 1.03 Early Termination ...........41

11.05 Right to Offset........... .......43

ARTICLE 12. GENERA CONDITIONS .

12.01 EntireAgreement...

12.02 Counterparts.............................

Amendments

Qsyslning Law and Jurisdiction.

37

12.03

12.04

12.05

u44

44

12.06

12.01

12.0E

12.09

12.10

t2.ttt2.12

12.t3

12.14

Electronic Ordering and Invoicing................... ...-......47

Participation by Other Local Government Agencies...... ................48

No Third Party Beneficiaries.......... ...........................4E

LIST OF EXHIBITS

SCOPE OF SERVICES AND COMPENSATION SCIIEDULEINSURANCE REQUIREMENTS AND EVIDENCE OF INSURANCETASK ORDER CONTRACT SPECIAL CONDITIONS REGARDINGMINORITY BUSINESS ENTERPRISE COMMITMENT AND WOMEN'SBUSINESS ENTERPRISE COMMITMENTONLINE ECONOMIC DISCLOST'RE STATEMENT & AFT'IDAVIT,CERTIFICATE OF FILINGLIST OF KEY PERSONNELCONTRACTUAL REQUIREMENTS RELATED TO HIPAA

ARTICLE 13. NO]ICES 48

EXHIBIT IEXIIIBIT 2EXIIIBIT 3

EXHIBIT 4

EXHIBIT 5

EXHIBIT 6

AGREEMENT

Thrs Agreement ts entered rnto as of the Date of Executron, wrth all requued srgnatures, by and betweenCROWE HORWATH LLP ("Consultant"), a corporaton authonzed to do busrness m Illmols, and the Crty ofCtucago ("Crt/'), a mumcrpal corporatlon and home rule urut of local goverffnent exrstmg under the Constrtufion ofthe State of Ilhnors, actrng t}rough rts DEPARTMENT OF INNOVATION AI\[D TECH{OLOGY("Departnent"), ur Chrcago, Ilhnors

BACKGROUND INFORMATION

The Crtyrequres technology consultmg servlces m the area of Apphcatron Development, Supportand Ongorng Marntenance, IT InfrastrutureDesrgn, and Management Consultrng The Crtyadvertrsed andtssued a Request for Quahficatrons ("RFQ') from consultants quahfied to perforrn the Servrces

The Crty evaluated the Consuitant's response to the RFQ and found the Consultant to be capable ofperformrng the Servrces m the area(s) specrfied on the cov€r page of ttus Agreement The Consultantrepresents and warrants that tt ts quahfied and competent to perform the Servrces and has the necessaryexpertrse and knowledge to complete any Servrces assrgned to rt m accordance wrth tlus Agreement

The Crty may, but rs not obhgated to, rssue Task Order Requests wrtlun the scope of tlusAgreement If the Crty does so, and the Consultant subruts a Proposal that rs accepted bythe Crty, therendenng of Servrces wrll be rn accordance wrth tlus Agreement and the Task Order msued pursuant to theTask Order Request and Proposal The Crfy rs not obhgated to rssue any Task Order Requests nor to rssue

any Task Orders under thrs Agreement

The Consultant warrants that rt rs ready, wrlhng and able to perform as of the effectrve date of thrsAgreerrent to the full satrsfactron of the Crty

NOW, THEREFORE, the Crty and the Consultant agree as follows

ARTICLE T. INCORPORATION OF BACKGROI]ND INFORMATION

The Background Informatron set forth above rs rncorporatd rnto and made a part of tllsAgreement by reference

ARTICLE 2. DEFINITIONSThe followrng words and phrases have the followrng meamngs for purposes of thrs

Agreement

"Acceptance" shall mean the rssuance of a letter by Crty mdrcattng tts acceptance of aDehverable.

"Acceptance Criteria" shall have the meamng grven such term rn Smtron 4.01

SpeLfrcatonit 56760

Catltt ocl PO #27586

I

"Acceptance Procedure" shall have the mearung grven such terrn rn Sectron 4 02

"Account Manager" means the Key Employee of the Consultant who rs assrgned to the Crty uponexecutron of thrs Agreement and who rs the pnmary contact for the Crty for all Requests for Servrce.

"Agreement" means tlus Pre-Quahfied Consultant Pool Agreement, rncludmg all exlubrtsattached to rt and rncorporated rn rt byreference, and all amendments, modrficahons or revlstons made maccordance wrth rts terms

"Budget" shall mean the accepted Cost Proposal for the Servrces to be provrded by the Consultantas set forth m a Proposal submrttod m response to a Task Order Request

"Commissioner" means the Commrssroner of the Crty of Chrcago, who rs the cluef executrve of aparhcrpatmg Crty Department, and/or any re,prescntatre duly authonzed to act on b,rs or her behalf

"Chief Information Offieer" or "CIO" means the Chref Informatron Officer of the Crty ofChrcago, who ts the cllef executrve of the Department of kurovafion and Technology, and./or anyrepresentatrve duly authonzed to act on hrs behalf

"Chief Frocurement Officer" or "CPO" means the Ctuef Procurement Officer of the Crty ofClucago, who s the chref executtve of the Department of Procurernent Servrces, and./or any representatrveduly authorrzed to act on tus behalf

"City" meums the Crty of Clucago

"City Data" shall mean all data submrttod to Consultant by Crty rn connectron wrth any TaskOrder, rncludrng all data whrch mcludes unages and electroruc mformatron related to Crty employees, Crtycustomers, projects, property, payroll, hurnanresources, budget, purchasrng, grants, proJects and allfinancral data

"Comptroller" means the Comptroller of the Crty of Clucago, who rs the cluef executrve of theOffice of the Ctty Comptroller also known as the Department of Frnance, and/or any representatrve dulyauthonzed to act on tus behalf

"Confidential Information" of a party shall mean all confidentral or propnetary mformahon and

documentatton of such party, rncludrng wrth respect to the Crty, all CrtyData and other rnfomratron of theCrtythat rs not perrrutted to be drsclosed to thud parttes under local laws and regulatrons

"Consents" shall mean all consants, approvals, authonzatrons, notrces, requests, andacknowledgments that are necessary to allow the (a) Crtyto use the Dehverables, (b) Consuitant to performthe Servtces, and (c) Consultant to assrgn to the Crty all nghts and trtle m the Dehverables

"Consultanf ' means Crowe Horwath LLP.

"Cost Proposal" means a cost Proposal prepared by the Consultant m response to a Task OrderRequest An accepted Cost Proposal wrll be the Budget for the prolect

Specrfrcoton# 66760Contract PO #27586

2

"Deliverables" shall mean those tangrbles to be provrded by the Consultant as descnbed mSectron 3 01(C)

"Department" means the Department of Innovatron and Technology @oIT) or other partlqpatmgCrtyDepartments

"Documentetion" shall mean all documentatron, wntten matenals, work papers, configuratrons,manuals, and other work product prepared by or on behalf of the Consultant, rts Sub Consultants or agentsrn connectron wrth provrdrng the Servrces

"Fully-Lorded Ilourly Rates" shall mean that hourlyrate, by partrcular tlpe of worker, whrchrncludes all expenses of the Consultant except for the drect costs specrfically set forth rn a Task Order

"Key Personnel" shall mean those posrtrons and.lob trtles and the persons assrgned to thoseposrttons and;ob trfles m accordance wlth the provrslons of Sectron 3 03(B) of tlus Agreement.

"Noticeto-Proceed" means a wntten acceptance of a Proposal by both the CIO and CPO anddrectron to commence Servrces under a Task Order

"Project Documents" means thrs Agreement, the Request for Servrce, the Task Order and anyattachments to them

"Project Manager" means the Consultant's staff member rndrcated on each Proposal as theperson who wrll drrrct and coordrnate the executron of the Task Order and who wrll be the pnmary contactwrth the Department

"Proposal" means the detarled descnptron of the Seruces to be provrded by the Consultant rn aresponse to a Task Order Request rssued m accordance wrth Sectron 3 0l(B) Unless otherwrse rndrcated,references to Proposal wrll be deemed to rnclude the apphcable Cost Proposal

"Provided Resources" has the meamng glven m Sectron 3 02(AX5)

"RFQ" shall mean that certarn Request for Quahficatrons for Informatron Technology and RelatedSeruces for Vanous Scope Categones for the Department of Innovatron and Technology

"Risk Management Office" means the Rrsk Management Office rn the Crty's Department ofFrnance wluch rs under the drrectron of the Comptroller of the Crty and rs charged wrth re'/rewrng andanalyzng lnsurance and related habrlrtymatters for the Ctty

"Services" means, collectrvely, the servrces, dutres and responsrbrlrtres descnbed m the Pro;ectDocuments and any and all work necessary to complete them or carry them out fully as requrred.

"Sub Consultanf ' means any person or entrty wrth whom the Consultant contracts to provrde anypart of the Servrces The term Sub Consultant also rncludes Sub Consultants of any trer, supphers andmaterral men, whether or not m pnvrty wrth the Consultant

"Task Order" means an approved Proposal, as modrfied by negotiatron between the Crty and

SpecLftcoltotr* 66/50Contract PO #27586

-

Consultant, srgned by the CPO and rssued pursuant to the Task Order procedures set forth rn Sectron3 01B

"Task Order Request" or '(TOR" means a wntten request from the CIO and the CPO forConsultants to prepare and subrmt a Proposal, rncludrng Cost Proposal for Semces relatmg to a specrficpro;ect, rssued pursuant to the Task Order procedures set forth rn Sectron 3 01B

"Warranty Period" means the one year perrod followrng Acceptance, unless otherwrse specrfiedrn the Pro;ect Documents.

"Work Product" shall mclude all fimstred and unfirushed ongrnals or coples (when ongrnals areunavarlable) of documents, scre€ns, reports, wntmgs, procedural manuals, forms, source and ob;ect code,work flow charts, methods, processes, data studres, plans, desrgns, transformed data, bnefs, drawtngs,maps, models, photographs, files, records, computer prrntouts, estrmates, memoranda, rnterfaces,computatton, papers, supphes, notes, recordmgs, vrdeotapes, prctonal reproductrons, desrgns or othergraphrc representatlons, equtpment descnptrons, and other matenals prepared by the Consultant under ttusAgreernent

2.01 Incorporation of Exhibits

The followrng attached Exhrbrts are made a part of thrs Agreement

Exhrbrt 1 Scope of Servrces and Compensatron ScheduleExhrbtt 2 lrsurance Requrernents and Evrdence of InsuranceExhblt 3 Task Order Contract Speclal Condrtrons Regardrng MrnontyBusmess

Enterpnse Commrtment and Women's Busrness Enterpnse CommrtmentExhblt 4 Onlrne Economrc Drsclosure Statement and Affidavrt, Certrficate of

FrhngExhtblt 5 Lrst of Key PersonnelExhrbrt 6 Contractual Requuernents Related to HIPAA

ARTICLE 3, DUTIES AND RESPONSIBILITIES OF CONST]LTANT

3.01 ScopeofServices

A. General

The type of Servrces whrch the Consultant may be requested to provlde under ttus Agteement arethose descnbed rn tlus Artrcle 3 and Exhrbrt l, wtuch rs attached to thrs Agreement and rncorporated byreference as rf fully set forth here, and all tasks necessary to complete such Servrces The Consultant mustproude Servtces m accordance wrth the standards of performance set forth rn Sectron 3 02

The Consultant rs actutg as an mdependent Consultant m performrng under thrs Agreement andnothrng rn tlus Agreement rs rntended or should be construed as rn any way creatrng or estabhslung therelatronshrp of partners or jornt ventur€rs between the Crty and the Consultant, or as constlfutrng theConsultant or any offrcer, owner, employee or agent of the Consultant as an agent, representatrve or

Spectfrcotonn 6616a

Cantt act PO #27586

4

employee of the Crty for any purpose or m any manner whatsoever

B. Task Order Requests

I Task Order Requests

(a) From ttme to trme the CIO and the CPO may rssue Task Order Requests wluch are wrthrn the scope ofttus Pre-Quahfied Consultant Pool Agreement Task Order Requests, f any, wrll set forth the pro3ect forwhrch Servtces are to be performed pursuant to the proposed Task Order and a desrod completron dateConsultant must respond by proposrng a trme schedule, Budget, Dehverables, hst of key personnel, andMBEAilfBE mvolvement, all of whrch conform to the terms of the TOR and the terrns and condltlons of thePre-Qualfied Consultant Pool Agreement. Consultant must not respond to any TOR not approved m wntmgand srgned by the Commrssroner and the Chref Informatron Officer or desrgnee and/or not wrthrnthe scope ofservrce for the category awarded rn the Pre-Quahfied Consultarrt Pool Agreement Costs assocrated wrth thepreparatton of Task Order Proposals are not compensable under the Pre-Quahfied Consultant Pool Agreementand the Crty rs not hable for any addrtronal costs

In the event that a pro;ect rs funded rn whole or part wtth state or federal funds, the TaskOrder Request may also set forth addrtronal condrtro,ns requrred by the partrcular source of funds and suchaddrtronal condrttons wrll become part of thrs Agreement wrth respect to that specrfic prolect Byacceptmg a Proposal m response to a partranlar Task Order Request, tlus Agreement wrll be deemed tohave been amended to rnclude such specral condrtrons pursuant to Sectron 12 03 but wrth respect to thatpro.lect only The Consultant wrll not respond to Task Order Requests wluc.h are not wrttun the scope ofttus Agreement

Followrng Consultant's submrssron of a Proposal rn response to the TOR, the Commrssroner, the CtuefInformatron Officer and the Chref Procurement Offrcer wrll revrew the Task Order Proposal and may elect toapprove rt, relect tt, or use tt as a basrs for further negotmtlons wrth the Consultant regardrng the scope or fee ofthe prolect and the pro;ect completron date If the Crty and the Consultant negotrate the scope or fee of theprolect and the proJect completton date, the Consultant nnrst submrt a srgned revrsed Task Order Proposal(based upon such negotratrons) to the Crty for approval

All Task Orders are sub;ect to the approval of the Cluef Procurement Officer and no Task Order wrllbecome brndrng upon the Crty untrl rt rs approved, rn wntrng by the Cluef Procurement Officer and ChrefInformatron Officer Absent approval of a Task Order by the Chref Procurernent Officer and Chref InformatronOfficer, the Crty wrll not be obhgated to pay or have any habrlrty, under any theory of recovery (whaher underthe Agreement, at law or m equrty), to Consultant for any Servrces provrdod by Consultant pursuant to a TaskOrder, or otherwrse

(b) The Task Order Request under tlus Agreement wrll fall mto two basrc categones(1) Task O:der Requests for Advrce ("Advrce TOR'), and (2) Task Order Requests for Results ('ResultsTOR") Advrce TOR wrll ask the Consultant to provrde professronal consulturg servlces, advrce and asystthe Ctty Results TOR wrll ask the Consultant to complete or rmpleme,lrt a prolect or task for the Crty,such that contract conformrtywrll be measured by the achrevement of acceptance cnterra and functronalspecrficatrons All Task Order Request wrll specrfuAdvrce or Results type

Spectficotton* 66760Contract PO #27586

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(c) The Consultant acknowledges and agrees that the Crty rs under no obhgatron torssue any Task Otder Requests to the Consultant, that the level of Servrces requested may vary by pro.1ect,

and that the Crty has entered rnto srmrlar agreements wrth other Corsultants and, rn the CPO's soledscrehon, the Crtymay lssue a Task Order Request to only one consultant or may rssue the same TaskOrder Request to more than one consultant rn order to obtarn competrtrve Proposals

2 Proposals

(a) The Consultant wrll respond to a Task Order Request by submrttmg a Proposal to theCommrssroner and the Ctuef Informatron Officer whrch descnbes the Consultant's approach and plan forperformrng those Servtces and contams a ture schedule for completron of Seruces, Dehverables to beprovrded and a schedule for dehvery, a staffing schedule, and a Cost Proposal, all of whrch conform to theterms of the Task Order Request and the terms and condrtrons of ttus Agreement. Proposals wrll constrtuterrrevocable offers for a penod of 60 calendar days after recerpt by the Crty Any and all costs assocratedwrth the preparatron of Proposals wrll not be a rermbursable cost under ttus Agreement

(b) Proposals satrsfactory to the Commrssloner must be accepted on behalf of the Crty by theCPO before bmdrng the Crty and Consultant. The Crty's acceptance wrll be demonstrated by a Notrce-to-Proceed and a Task Order, tssued purzuant to the Task Order procedures set forth rn Sectron 3 01B TheConzultant wrll not commence Servrces, and the Crty wrll not be hable for any costs rncurred by orpayments to the Consultant, wrthout a Nohce-to-Proceed so executed All approved Proposals wrll begovemed by the temts and condrtrons of the Prolect Documents The Prolect Documents wrll bernterpreted rn the followmg order of precedence the terms of tlus Agreernent, Task Order Rquest, andTask Order (approved Proposal)

Notwthstandrng anythrng to the contrary contarned rn tlus Agreement, rf any Task Order contarnsterms that are rnconslstent or conflrct wrth thrs Agreement, or shrft thensk allocatron contemplated m tlusAgreement, such Task Order must be treated as an amendment pursuant to Sectron 12 03 Further, rt rsconternplated that each Task Order wrll rnclude scopes of seruces settmg forth the obhgatrons of theConsultant under that Task Order, but the partres recogruze that, dependmg upon the nature of the scope ofservlces, the terms and condttrons rn thrs Agreernent may not be appropnate for the undertahngcontemplated by the Task Order Therefore, any prolect for wluch the terms of tlus Agreementare deficrent as a busrness and/or legal matter, zuch as, wrthout hmrtatron, deficrent nsk allocatronprovlstons or ltcensmg prousrons grven the nahre of the pro.Ject, must be done by amendment pursuant toSectron 12 03

(c) The Consultant acknowledges and agrees that the Crty erther may select from among thoseProposals submrtted rn response to a Task Order Request that Proposal wtuch rs m the best rnterests of theCrty or may reJect any and all Proposals submrtted m response to a Task Order Request The Consultantfurther acknowledges and agrees that tlus Agreement and any Task Order may be sublect to approval byother governmental agencles and that, rf such approval rc requued, the Consultant wrll perform no Servrcesrelatrng to a Proposal untrl such approval rs obtamed

3. Deadhnes for Submrttal of Proposals Proposals wrll be submrtted to the Commrsslonerno later than the date set forth rn the Task Order Request and f no date rs specrfied then no later than 15

busmess days followrng Consultant's recerpt of the Task Orda Request Farlure to provrde a Proposal on a

Spectficatrcn# 66/60Cotlttoct PO #27586

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trmely basn may result rn re;ectron of the Prooosal

4 Negotratron Possrble The Crty reserves the nght, at rts optron, erther to accept a Proposalas submrtted by the Consultant, re;ect the Proposal, or to negotrate a more satrsfactory Proposal wrth one ormore Consultants

Notrce to Proceed

Consultant wrll mmmence rts Servrces rmmedrately upon recerpt of an executed Notrce to Proceed rssuedby the Chref Proourement Officer and Chref Informatron Officer or therr authonzed desrgrree

C. DeliverablesI Crtv Approval Reouued In carryrng out Servrces, the Consultant must pr€,pare or provrde

Dehverables Deltverables, mclude but are not hmrted to vanous wntt€n studres, procedural manuals,forms, source and ob3ect code, work flow charts, methods, processes, plans, desrgrrs, transformed data, datastudres, rnterfaces, bnefs, drawrngs, maps, models, photographs, files, records, computer pnntouts,estlmates, memoranda, computatron, papers, supphes, notes, recordurgs, vrdeotapes, prctonalreproducttons, destgns or other graphrc representatrons, equrpment descnptrons, and other matenalsprepared by the Consultant under thrc Agreement The Crty reserves the rrght to relect any and allDehverables whrch rn the sole ludgment of the Crty do not adequately represent the rntended level ofcompletron or standard of performance, do not mclude relevant rnformatron or data, do not comply wrthfederal, state, or local reportrng requrements, or do not rnclude all documents wtuch are specrfied rn tlusAgreement or the apphcable Prooosal or whrch are reasonably necessary for the purposes for wtlch theCrtymade thrs Agreement wrth Consultant or for wluch the Crty mtends to use the Dehverables.

2 Partral Dehverables Partral or rncomplete Dehverables may be accepted for revrew onlywhen requred for a spectfic and well-defined purpose and when consented to n advance by theCommrssroner Such Dehverables may not be consrdered as satrsfurng the requrrements of ttus AgreementPartral or mcomplete Dehverables wrll rn no way reheve Consultant of rts commrtments hereunder

Dehverables shall not rnclude any work product or rntellectual property that exrsted pnor to ttusAgreement or ts created for the general use of Consultant wrth chents and rs not qpecrfically created forthe Crty

D. Meetings and Project Meetings

The Consultant wrll meet regularly wrth the CIO or desrgnee to dscuss matters relatrng tooutstandurg Pro;ects In addrtron, at the CIO's request, the Consultant must attend other meetrngs wrth theCrty or other mterested partres desrgnated by the CIO The CIO reserves the nght to requre the Consultantto track trme and report progress performrng Servrces m a format prescnbed by the CIO upon wnttennotrce by the CIO

3.02 Standard of Performance

A. General

1 Professronal and Ftductary The Consultant wrll perform all Seruces requred of rt underthts Agreement wrth that degree of skrll and care normally shown by a professronal performrng Servrces of

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a comparable nature and scope Wrth respect to the Consultant's dutes to the Crty, the Consultant wrll bedeemed to be actmg ur a fiducrary capacrty for the Crty and wrll be held to a fiducrary standard rnperformrng tts Seruces Nothrng contamed rn tlus Sectron, however, shall be construed to reheveConsultant of rts obhgatlons pertamrng to a Proposal and a Task Order as set forth m Sectrons 3 0 I (BX2)and 3 02(AX2)

2. Satrsfactory Performance The Consultant wril perform or cause to be perforrned allServrces requred by the Agreement rn accordance wrth the terms and condrtrons of ttus Agreement, maccordance wrth any federal, state and local laws, statutes, ordrnances, regulatrons and standards apphcableto tlus Agreement, and to the sa0sfactron of the Commrssroner The Consultant must at all trmes act rn thebest mterests of the Crty conslstent wrth the professronal and fiducrary obhgatlons assumed by rt rnentenng rnto thus Agteement and wrll assure trmely and satnfactory rendenng and completron of rtsServrces, urcludrng but not hnuted to Dehverables

3 Ouahfied P-ersonnel The Consultant must assure that all Servrces wtnch requrre theexercrse of professtonal skrlls or.ludgment must be accomphshed by professronals quahfied and competentrn the apphcable drscrphne and appropnately hcensed, rf requrred by law The Consultant covenants wrththe Crty to furrush rts best professronal expertrse and ludgment rn furthenng the Crty's rnterests

4. Effiqency The Consultant agrees to furmstr efficrent busmess admrrustratron andsupervlsron to render and complete the Seruces at reasonable cost, rf furmstred on a trme and materralbass

5 Compatrbrlrtyand Integratron The Consultant must ensur€ that the Servrces,

Dehverables, and other resources and matenals (collectrvely, the "Provrdod Resources") that are provrdedby the Consultant to the Crty, mcorporated by Consultant, or approved or r@ommended by Consultant foruse by the Crty rn connectlon wtth Seruces rendered vra approved Task Orders, be fully compatrble wrth,and must not materrally and adversely affect, or be matenally and adversely affected by each other or theother hardwarg software, equrpment, network components, systems, servrces and other resources that are

owned or leased by, or hcensed to the Crty, as of the Effectrve Date of the approved Task Order(collectrvely, Crty Resources") At all trmes, Consultant must cooperate and work as requested wrth theother servrces provrders of the Crty to coordrnate the development and the provrsron of Servrces wrth theseruces and systems of such other servrce provrders

Such coordmatron shall mclude (r) facrlrtatrng wrth such other relevant seruce provrders

the trmely resolutron of all problerns that may anse and rmpact the Servrces, regardless of the actual orsuspected root-cause of such problerns, and usmg all commercrally reasonable efforts to obtarn and

marntarn the actrve partropatron, cooperatrorq and rnvolvement of such other servrces provrders as rs

requrod for such problern resolutron, (rr) provrdrng rnformatron concerung any of all of the ProvrdedResources or the data, cornputmg envlronment, and technology drrectron used m rmplernentrng andprovtdrng the Servrces, (rrr) worlong wrth the Crty's other servrce provtders rr the rmplementatron andmtegratron of the Semces wrth the Crty Resources rn Crty's envrronment and the mtegratron andmterfacrng of the serrnces of such other servrce provrders wrth the Servrces; (rv) provrdrng reasonableaccess to and use of the Provrded Resources, and (v) performrng other reasonably necessary tasks rnconn@tlon wrth the Servrces m order to accomplnh the foregorng actrvrttes descnbed rn tlus sentence Iathe event of any drspute between the partres as to whether a partrcular seruce or functron falls wrttun the

scope of servrces to be provrded by the Crty's thud-partyprovrders (or by the Crty rtself), or wrthn thescope of Servrces to be provrded by the Consultant, such partrcular servrce or functron shall be consrdered

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to be a part of the Servrces hereunder rf rt rs consrstent wrth, and reasonably rnferable to be wrthn, thescope of Consultant's worlg as set forth rn tlls Agreement, and rt more reasonably would be assocratedwrth the scope for Consultant's work than wrth the scope of the servlces to be provrded by such otherseruce provrders

B. Cooperation

The Consultant wrll at al1 ttmes cooperate fullywrth the Crty, rts agents, employees, consultants,and Sub Consultants, any other partles provr&ng servrces wrth respect to thrs Agreement, and anymterested governmental agency The Consultant wrll at all hmes act rn the Crty's best rnterests If thrsAgreement rs termrnated for any reason, or rf rt rs to exprre on rts own terms, the Consultant wrll makeevery effort to assure an orderly transrtron to another provrder ofthe Servrces, rfany, an orderlydemobrhzatron of rts own operatlons rn connectron wrth the Servrces, uruntemrpted prouslon of Servrcesdunng any transltron penod, and wrll otherwrse comply wrth the reasonable requests and requrernents ofthe Comrrussloner ln connectron wrth the termrnatron or expuatron

C. Failure to Compty

If Consultant farls to comply wrth the above standards, Consultant wrll perform agarn, at rts ownexpense, any and all Servrces requrred to be performed agam as a drect or mdrrct result of such failureThe duty to perform agam ls rn addttron to and not a hmrtatlon on any other rernedres avarlable to the Crtyunder tlus Agreement, at law, or m equrty

D. Related Services

The partres have attempted to dehneate m tlus Agreernent and rts Exhrbrts, and wrll attempt todehneate rn each Task Order, the specrfic tasks, actrvrtres, and Servrces that wrll be perforrned byConsultant, and the specrfic Dehverables that wrll be provrded by Consultant, m the Pro.;ect Nevertheless,and notwtthstandrng anythrng to the contrary herern, the partres acknowledge and agree that no suchdehneatron may possrblybe entrrely exhaustrve or complete and that all such dehneatrons wrll bernterpreted as rllustrattons ofthe general tlpes and natures of Servrces and Dehverables that are to beprovrded by Consultant, rather than as complete and exhaustrve hsts of such Seruces and DehverablesNotwrthstandrng anythrng to the contrary elsewhere rn thrs Agreement or rn any Task Order, the partresagree that the Servtces to be performed by Consultant wrth respect to any Prolect as a whole shall bedeemed to rnclude not only such dehneated tasks, actrvrtres, responsrbrlrtres and ssrvtces, but also suchother tasks, acttufies, responsrbrlrtres, and servrces as are consrst€nt wrth and reasonably related to thosethat are so dehneated and are otherwrse necessary to provrde Crty wrth the requrements of tlus Agreement.

3.03 Personnel

A. Adequate Staffing

The Consultant wrll, rrnrnedrately upon recelvrng a fully executed copy of thrs Agreement, asslgndunng the term of thrs Agreement and any extemslon of rt an Account Manager who wrll be theConsultant's desrgnated person to reerve Task Order Requests and to submrt Proposals If assrgred aProlect, the Consultant wrll, rmmedrately upon recervmg a fully executed Task Order, asslgn dunng the

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term of the Pro; ect and any extensron of rt, an adequate staff of competent personnel wluch rs fullyequrpped, hcensed as appropnate, avarlable as needed, qualrfied and assrgned to perform the ServrcesThe Consultant wrll :denh$ such personnel and therr posttrons rn a staffing schedule wtuch wrll berncluded m each Proposal

B. Key Personnel

1 Mmtmum Requuements The Consultant's Key Personnel under tlus Agreement wrllconsrst of an Account Manager who wrll be the contact person for the Crty and such other personnel as

may be namsd for specrfic proJects rn the respectrve Proposal (see Exlubrt 5 for the hst of Key Personnel)Changes m the asstgnment of commrtted key personnel due to commrtments not related to thrs Agreementare prohrblted wtthout the Commlssroner's approval Key personnel may also rnclude other crrtrcalmembers of the project as specrfied rn the Proposal

2 No Substrtutrms The Consultant wrll not reassrgn or replace Key Personnel wrthout thewntten consent of the Commrssloner wluch consent will not be unreasonably wrthheld The CPO may atany trme ur wntmg nottff the Consultant that the Crty wrll no longer accept performance of Servrces undertlus Agreement by one or more Key Personnel Upon such notlce the Consultant wrll rmmedrately cease toassrgn that person or those persons to perform the Servrces and wrll replace h'rm or thern wrth personnelquahfied to perform the functron and acceptable to the Commrssroner

If any Key Personnel furrushed by the Consultant to perform Servrces under thrs Agreement areunable to contrnue rn the performance of assrgned duhes for reasons beyond the Consultant's control, tleConsultant shall promptly nohffthe Crty, explarmng the clrcumstances Wrthrn 10 days of notrficatron byerther party of the need to replace Key Personnel, the Consultant must furmstr to the Crtythe name of thesubstttuteperson and any other rnformatron the Crty may requre If the Crty does not approve zuchsubstttute person, the Consultant must propose another substrtute person wrthrn 5 days Such 5-day cyclewrll be repeated for a reasonable penod untrl a proposed replacement has been approved by the Crty or theCrty has declared an Event of Default

C. Conduct on City's Premises

Consultant must exerctse due care and drhgence to prevent any m1ury to persons or damage toproperty wlule on the Crty's premrses. The operatron of velucles by and Consultant personnel on Crty' s

property must conforrn to posted and other regulatrons and safe dnvrng prachces Vetucular accrde,lrts onCrty's property and rnvolvrng any Consultant personnel must be reported promptly to the appropnate Crtypersonnel Consultant convenants that rt and rts SubConsultants, and therr respectrve employees, agentsand representattves (rncludrng all Consultant personnel), shall at all trmes comply wrth, and shall at no tlmetake actron that results rn the Crtyberng m vrolahon of, any federal, statg local law, ordmance, regulatron,or rule, rncludmg those regardrng use or possessron of contraband and those regardmg confidentralrty,pnvacy, secunty, or exportatron

D. Salaries and Wages

The Consultant must pay, and cause each of rts Sub Consultants to pay, salanes and wages due toall ernployees of the Consultant and rts Sub Consultants, respectrvely, performrng Seruces under tl-us

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Agreement uncondtttonally and at least once a monlh wrthout deductron or rebate on any account, exceptonly for such payroll deductrons as are mandatory by law or are pemutted under apphcable Iaw andregulatrons [f, rn the performance of tlus Agreement, the Consultant or any Sub Consultant underpays anysuch salanes or wages, the Comptroller may wrthhold, out of payments due to the Consultant, an amountsufficient to pay to employees underpard the drfference between the salanes or wages requred to be pardunder tlus Agteernent or the apphcable subcontract and the salanes or wages actually pard these employeesfor the total number of hours worked The amounts wrttrheld may be drsbursed by the Comptroller for andon account of the Consultant to the respectrve employees to whom they are due The partles acknowledgethat thrs sectron rs solely for the benefit of the Crty and that rt does not grant any thrd partybeneficraryrrghts

3.04 Minority and Women Business Enterprises

In the performance of tlus Agreement, lrcludrng the procurement and lease ofmatenals or equrpmen!Consultant must abtde by the mrnonty and women's busmess enterpnse commrtrnent requrerrents of theMurucrpal Code of Chrcago (Municipal Code), 2-92-420 et seq (1990), except to the extent watved by theChref Procurement Officer and the Specral Condrtrons Regardrng MBE/IVBE Commrtment for Task OrderContracts set forth rn Exhrbrt 3

Consultant wrll provrde a fully executed Schedule D-3 wrth each Task Orderhoposal whrch rndrcatesthe rndrvrdual IWWBE percentage goals estabhshed for each specrfic proJect at the Task Order level Aseparate Schedule C-3 for each proposed IvTWBE Sub Consrttant wrll also be requred at the Task Order level,and wrll become a part of the Pro;ect Documents upon acceptance by the Commrssroner and CPO The Crtyreserves the nghts to requre replacement of any proposed M/WBE that rs not certrfred by the Crty of Chrcagoand./or tncrease or decrease the IvI/WBE comphance partrcrpatron based on the avarlable pool of Crty ofChrcago certrfied Mrnonty and Women owned busrnesses

3.05 Ownership of I)ocuments

All Dehverables, data, findrngs or rnformatron m any form prepared, assembled or encountered byor provrded to Consultant under ttus Agreement are property of the Crty, mcludrng, as further descnbed mSectton 3 06 below, all copynghts rnherent m thern or ther prqarahon Durrng performance of rtsServrces, Consultant rc responuble for any loss or damage to the Dehverables, data, findmgs orrnformatton wlule rn Consultant's or any Sub Consultant's possessron Any such lost or damagedDehverables, data, findmp or urformatron must be restored at the expense of Consultant. If not restorable,Consultant must bear the cost of replacement and of any loss suffered by the Crty on account of thedestructron, as provrded rn Sectron 9 02

3.06 CopyrightOwnership

Consultant and the Crty rntend that, to the extent permrtted by law, the DehVerables to beproduced by Consultant at the Crty's mstance and expense under tlus are conclusrvely deemed

"works made for hire" wttlun the meamng and purvrew of Sectron I 01 of the Uruted States CopynghtAct,17 U S C 'l0l et seq , and that the Crty will be the sole copynght owner of the Dehverables and ofall aspects, elements and components of theur rn wluch copynght can subsrst, and of all nghts to apply forcopynght regrstratron or prosecute any clarm of rnfrrngunent

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To the extent that any Deltverable does not qualrff as a "work made for iurg" Conzultant herebyrrrevocably grants, conveys, bargarns, sells, assrgns, transfers and dehvers to the Crty, rts successors andasslgns, all nght, trtle and lnterest rn and to the copynghts and all U S and forergn copyrght regrstratrons,copyrrght appltcatrons and copyrrght renewals for them, and other rntangrblg rntellectual propertyembodred m or pertarrung to the Deltverables prepared for the Crty under ttus Agreernent, and alt goodwrllrelattng to them, free and clear of any ltens, clarms or othff encumbrances, to the fullest extent permtttedby law. Consultant wrll, and wrll cause all of rts Sub Consultants, employees, agents and oths personswrthm tts control to, execute all documents and perform all acts that the Crty may reasonably request urorder to assrst the Crty rn perfectrng rts nghts m and to the copynghts relatrng to the Dehverables, at thesole expense of the Ctty Consultant warrants to the Crty, rts successors and assrgns, that on the date oftransfer Consultant rs the lawful owner of good and markaable trtle m and to the copynghts for theDehverables and has the legal nglrts to fully assrgn them Consultant further warrants that rt has notasstgned and wrll not assrgn any copynghts and that rt has not granted and wrll not grant any lrcenses,exclusrve or nonexclusle, to any other party, and that rt rs not a party to any other agreements or sublect toany other restnctlons wrth respect to the Dehverables Consultant warrants that the Dehverables arecomplete, entrre and comprehensrve, and that the Dehverables constltute a work of ongmal authorstup

3.07 Records and Audits

A. Records

(1) Consultant must dehver or cause to be dehvered to the Crty all documents,rncludmg all Dehverables prepared for the Crty under the tenns of ttus Agreement, promptly rn accordancewrth the trme hmrts prescnbed rn ttus Agreement, and rf no trme hmrt rs specrfied, then upon reasonabledemand for thern or upon termrnatron or completron of the Servrces under thrs Agreernent If Consultantfarls to make such dehvery upon demand, then Consultant must pay to the Crty any damages the Crty maysustaur by reason of Consultant's farlure

(2) Consultant must marntarn any such records rncludrng Dehverables not dehveredto the Crty or dernanded by the Crty for a penod of 5 years after the fural payment made rn connectron wrththrs Agreement Consultant must not drspose of such documents followrng the expratron of thrs perrodwrthout notrficatron of and wntten approval from the Crty rn accordance wrth Artrcle 13

B. Audits

(i) Consultant and any of Consultant's Sub Consultants must furush the Departmentwrth all rnformatton that rnay be requested pertarrung to the performance and cost of the ServrcesConsultant must mamtarn records showmg actual trme devoted and costs rncurred Consultantmust keep books, documents, papers, records and accounts m connectlon wrth the Seruces open toaudtt, rnspectlon, copylng, abstractrng and transcnptron and must make these records avalable tothe Crty and any other mterested governmental agency, at reasonable trmes dunng the performanceof rts Seruces.

(2) To the extent that Consultant conducts any business operatrons separate and apartfrom the Servrces requred under ttus Agreement usrng, for examplg personnel, qurpme,nt,supphes or facrlrtres also used rn connectron wrth ths Agreement, then Consultant must marntalnand make srrmlarly avarlable to the Crty detarled records supportrng Consultant's allocatron to tlus

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Agreanent of the costs and expenses attnbutable to any such shared usages

(3) Consultant must marntarn rts books, records, documents and other evrdence andadopt accountrng procedures and practrces sufficrent to reflect properly all costs of whatever natureclatmed to have been rncurred and antrcrpated to be rncurred for or m connectron wrth theperformance of tfus Agreement Thrs system of accountmg must be rn accordance wrth generallyaccepted accountrng pnncrples and practrces, conslstently apphed throughout

(4) No provrsron rn ttus Agreement grantmg the Crty a rrght of access to records anddocuments rs rntended to tmparr, kmrt or affect any nght of access to such records and documentswhrch the Crty would have had m the abse,lrce of such provnlons

(5) The Crty may tn tts sole drscretron audrt the records of Consultant or rtsSub Consultants, or both, at any trme dunng the term of thrs Agreement or wrthrn five years afterthe Agreement ends, rn connectton wrth the goods, worlg or Seruces provrded under thrsAgreement Each calendar year or partral calendar year ls consrdered an'oaudrted pend " If, as aresult of any such audtt, rt rs determrned that Consultant or any of rts Sub Consultants hasovercharged the Crty rn the audrted penod, the Crty wrll notrfo Consultant Consultant must thenpromptly rermburse the Crty for any amounts the Crty has pard Consultant due to the overchargesand also some or all of the cost of the audrt, as follows

(u) Ifthe audrt has revealed overcharges to the Crty representrng less than 5% ofthetotal value, based on the Agreement pnces, of the goods, worh or Servrcesprovrded rn the audrted penod, then the Consultant must rermburse the Crty for50% oftbe cost ofthe audrt and 50% ofthe cost ofeach subsequent audrt that theCrty conducts,

(b) If, however, the audrt has revealed overcharges to the Crty representrng 5% ormore of the total value, based on the Agree,lnent pn@s, of the goods, work, orServtces provrded rn the audrted penod, then Consultant must relmburse the Crtyfor the full mst of the audrt and of each subsequent audrt

Farlure of Consultant to rermburse the Crty rn accordance wrth subsechon (a) or (b) above n anevent of default under Sectron I I 0l of thrs Agreement, and Consultant wrll be hable for all of theCrty's costs of collectron, rncludrng any court costs and attorneys' fees

3.08 Subcontracts and Assignments

A. Consultant must not asslgn, delegate or otherwrse transfer all or any part of rts nghts orobhgattons under thrs Agreement. (r) unless otherwrse provrded for elsewhere rn tlus Agreement, or (r)wrthout the express wnttar consent of the CPO and the Comrmssroner The absence of such a provt$on orwntten consent vords the atterrpted assrgnment, delegailon or transfer and rs of no effect as to the Serncesor tlus Agleement No approvals grven by the CPO, rncludrng approvals for the use of any SubConsultants, operate to rehwe Consultant of any of rts obhgatlons or habrhtres under thas Agreement.

B. All Sub Consultants are sublect to the prror approval of the CPO Approval for the use of

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any Sub Consultant in performance of the Servrces rs condrtroned upon performance by the Sub Consultantrn accordance wrth the terms and condrtrons of ttus Agreement If any Sub Consultant farls to perform theSeruces rn accordance wtth the terms and condrtrons of ttus Agreement to the satrsfactron of theCommrsstoner, the Crty has the absolute rrght upon wntten notrficatron to rmmedrately rescrnd approvaland to requrre the performance of tlus Agreement by Consultant personally or through any other Crty-approved Sub Consultant Any approval for the use of Sub Consultants rn the performance of the Servrcesunder thrs Agreement under no crrcumstances operates to reheve Consultant of any of rts obhgattons orhabrlrtres under thrs Agreement

C. Consultant, upon enterrng mto any agreement wrth a Sub Consultant, must furmstr uponrequest of the CPO or the Department a copy of rts agreement Consultant must ensure that allsubcontracts contarn provlslons that requrre the Seruces be performed ln stnct accordance wrth therequrements of thrs Agreement, provrde that the Sub Consultants are sub;ect to all the terrns of thsAgreement and are sublect to the approval of the Commrssroner and the CPO If the agreements do notpreludrce any of the Crty's rrghts under thrs Agrerment, zuch agreements may contarn drffaent provrslonsthan are provrded m thrs Agreement wrth respect to extensrons of schedule, trme of completron, payrnents,guarantees and matters not affectmg the quahty of the Servrces

D. Consultant must not transfer or asslgn any funds or clarrns due or to become due underthrs Agreement wrthout the pnor wntten approval of the CPO The attempted transfer or assrgnment ofany funds, etther ur whole or m part, or any mterest m thern, wluch are due or to become due to Consultantunder tlus Agreement, mthout such pnor wnttql approval, has no effect upon the Crty

E. Under 5 2-92-245 of the Murucrpal Code, the CPO may make droct palm:rents to SubConsultants for Servrces performed under thrs Agreement Any such payrrant has the same effect as rf theCrty had pard Consultant that amount drrrctly Such payment by the Crty to Conzultant's Sub Consultantunder no cfcurnstances operates to reheve Consultant of any of rts obhgatlons or habrlrtres under tllsAgreement Ttus sectron rs solely for the benefit of the Crty and does not grant any third party beneficrarynghts

F. The Crty reserves the nght to asslgn or otherwrse transfer all or any part of rts rnterests

under thrs Agreement to any successor

3.09 Confidentiality

A. All Dehverables and reports, data, findrngs or mformatron m any form prepared,

assembled or encount€red by or provrded by Consultant under thm Agreement are property of the Crty and

are confidentral, except as specrfically authonzed rn tlus Agreement or as may be requred by lawConsultant must not allow the Dehverables to be made avarlable to any other rndrvrdual or orgamzatronwrthout the pnor wntten consent of the Crty Further, all documents and other rnformatron provrded toConsultant by the Crty are confidentral and must not be made avarlable to any other rndrvrdual ororgamzatron wrthout the pnor wrrtten consent of the Crty. Conzultant must rmplement such measures as

may be necessary to ensure that rts staff and rts Sub Consultants are bound by the confidentralrtyprouslonsrn tlus Agreement If any of the foregomg requres the drsclosures of anypropnetary mformatlon orConfidentral Informafion of Consultant to any tlurd paffy, such thrrd party shall be requrred to enter mto a

reasonable confidentralrty agreement wrth the Crty, wilh terms substantrally equrvalent to those of ttus

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Agreement regardmg the protectron of confidentral Informatlon

B. Consultant must not lssue any pubhcrty news releases or grant press rntervrews, andexcept as may be requred by law dunng or after the performance of ttus Agreement, drssemmate anyrnforrnatron regardrng tts Servrces or the pro.lect to wtuch the Servrces pertarn wrthout the pnor wnttenconsent of the Commrssloner

C. If Consultant ts presented wrth a request for documents by any admrmstratrve agency orwrth a subpoena duces tecum regardrng any records, data or documents wluch may be rn Consultant'spossesslon by reason of thrs Agreement, Consultant must rmmedrately grve notlce to the Commrssroner andthe Corporatron Counsel for the Crty wrth the understandrng that the Crty wrll have the opporturuty tocontest such process by any means avarlable to rt before the records, data or documents are submrtted to acourt or other thrrd parly Consultant, however, rs not obhgated to wrthhold the dehvery beyond the trmeordered by a court or admtrustrattve agency, unless the subpoena or request rs quashed or the trme toproduce rs otherwrse extended

D. HIPPA and AJDS Confidentralrty Act To the extent not defined here the cap:,|;alvndterms below and rn Exhblt 6 wrll have the meantrng as set forth rn the Health Inswance Portabrlrty andAccountabrllty Act (Act) See 45 CFR parts 160, 162, arfi 164 Consultant and all rts subConsultantsmust comply wrth the Act and all rules and regulatrons apphcable to rt mcludmg the Pnvacy Rule, whrchsets forth the Standards for Pnvacy of Indrvrdually Indenfiable Health [rformatron at 45 CFR part 160 andpart 164 zubparts A and E the Standards for Electroruc Transactron, whrch are located at 45 CFR parts160 and 162 and the Secunty Standards, whrch are located at 45 CFR parts 160, 162 and,164 Consultantmust also comply wlth the Illmors AIDS Confidentrahty Act (410 ILCS 305/1 through l6) and the rulesand regulatrons of the Ilhnors Department of Pubhc Health promulgated under rt If Consultant farls tocomply wrth the apphcable prouslon under the ACT or the llhnors AIDS Confidentralrty Act, such farlurewrll constrtute an event of default under thus Agreement for wiuch no opporturutyfor cure wrll beprovrded

Addrtronally, rf Consultant rs a Busmess Assocrate rt must comply wrth all requrrements of the Actapphcal to Busmess Assocrates rncludrng the provrson contaned rn Exlubrt 6.

3.10 City's Policies and Procedures

Consultant covenants that rt, the Consultant personnel, Sub Consultants of Consultant and therrespecttve employees, and all other agents and representatlves of Consultant or rts Sub Consultants, shall atall trmes comply wrth and abrde by all pohcres and procedwes of Crty (as such may exrst or be rernsed orestabhshed by Crty from trme to trme) that reasonablypertarn to Consultant rn connectron wrthConsultant's performance hereunder, rncludrng all such pohcres that pertam to conduct on Crty's premrses,use or possessron of contraband, or the access to, or secunty and confidentralrty of, Crty's rnformatrontechnology, data, or resources, or related systerns, networls, equrpment, properly, or facrlrtres No zuchpohctes shall overrrde the express provlslons of thrs Agreement relatrng to ownerstup of Consultant'spropnetary mformatron Wntten coples of such pohcres and procedures shall be provrded to Consultant byCrty upon request Pnor.to performrng Seruces herzunder, each of the Consultant personnel who wrllhave access to Ctty's data, software, or Confidentral Informatron shall execute Crty's standard formconfidentrahty agreements Consultant shall rssue to each Consultant personnel appropnate access

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mecharusms (e g , access IDs, passwords, and access cards), whrch rnecharusms shall be used only by thespecrfic rndrvrduals to whom tssued Consultant shall provrde each Consultant persorurel wrth only thelevel of access that ts appropnate and requred to perform the tasks and firnctrons for wluch such person rsresponsrble Consultant shall, from ttme to trme, and promptly upon Crty's request, provrde Crty wrth anupdated hst of those Consultant personnel who have the tughest lwel of access to Crty's systems, softwareand data Consultant shall marntarn and ensure the confidentralrty and secunty of Crty's mformailonsysterns, networks, software and data rn accordance wrth the terms of thrs Agreement, and shall, m anyevent, treat all such matenals wtth a level of secunty at least equrvalent to that then berng mamtarned by(r) Crtywrth respect to such materrals, and (r0 Consultant wrth repect to rts own srmilar systerrs and dataConsultant shall cooperate wtth Crty rn ensunng Consultant's comphance wrth the pohcres and proceduresdescnbed m ths Sectron 3.10, and any vrolatrons or drsregard of such pohcres or procedures shall, maddrtron to all other avarlable nghts and remedres of Crty, be cause for demal of access or use by theapphcable Consultant personnel to Crty's mformahon systems, networls, equlpment, property andfacrlrtres

ARTICLE 4. RES{'LTS TOR ACCEPTANCE TESTING CRITERIA AND PROCEDURES

4.01 Development of Acceptance Test

Each Task Order Request wrll contam functronal specrficatrons and a general statement ofacceptance cntena for the Dehverables ("General Acceptance Cntena") After revrewrng the Proposal, andprror to lssurng the Notrce-to-Proceed, the Crty wrll propose a detarled, comprehensrve set of acceptancecnterta for each Deltverable desrgned to ob.lectrvely venffthe performance of each Dehverable or theDehverables as whole ("Detarlod Acceptance Cntena") The Crty and the Consultant wrll mutually agreeupon the Detarled Acceptance Cnterra The Detarled Acceptance Cntqra wrll be contarned rn the Pro;ectDocumsnts. As used here, the term "Acceptance Cntena" refers to the General Acceptance Cntena untilthe partres agree on the Detarled Acceptance Cnterra and thereafter shall refer to the General AcceptanceCntena and the Detarled Acceptance Cnten4 collectrvely

4.02. AcceptanceProcedures

A Upon tssutng a Notrce-to-Proceed, the Crty wrll propose and the Consultant shall agree rnwntrng on detaded, compreshensrve acceptance procedures for the Dehverables ("AcceptanceProcedures") The Acceptance Procedures must mclude the provrsrons of thrs Sectron 4 02 Eachsubmrttal of a Dehverable by Consultant shall be accompamed by a wntten cerhficate from the Consultantthat such Dehverable has rnet rts Acceptance Cntena ("Completron Certrficate"). Upon dehvery of theComplelon Certrficate, the Conzultant shall also provrde a complete copy of the Dehverable to the Crty.

B At the Ctty's request, the Consultant wrll dernonstrate to the Crtyhow the Dehverablemeets or sattsfies tts Acceptance Cntena The Consultant wrll conduct any addrtronal reuew and/ortestmg of a Dehverable that the Crty requests m order to verrfy to rts satrsfactron that the Dehverable meetsor satrsfies the Acceptance Cntena If the Crty determrnes that any submrttod Dehverable does notperform the requrrements specrfied by such Dehverable's Acceptance Cntena, the Crty wrll prwtde theConsultant wtth wntten nohce specrfi4ng the rdentrfied farlures, The Consultant must cure as promptly aspossrble any such failures and deficrencres and wrll apply necessary resources to perform such cure Aftercompletrng such cure, the Consultant must resubmrt the Dehverable for revrew testrng and must resubmrt

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the Dellerable to the Crty along wtth a Completron Certrficate Drsputes regardrng clarmed farlures anddeficrencres wrll be resolved pursuant to the drsputes provtsron of Artrcle 10

ARTICLE 5. DT]RATION OF AGREEMENT

5.01 Term of Performance

Thrs Agreement wrll take effect from the date of executron for a perrod of srx (6) years or untrl theAgreement rs termrnated m accordance wrth rts terms, whrchever occurs first

5.02 Timeliness of Performance

(A) Consultant must provrde the Servrces and Dehverables wrthrn the trme hmrtsrequrredunderanyTaskOrderpursuanttotheprovrsronsof Sectron3 0l andExhrbrt I Further,Consultant acknowledges that TIME IS OF THE ESSENCE and that the failure of Consultant tocomply with the required time limits may result in economic or other losses to the City.

(B) Nerther Consultant nor Consultant's agents, employees or Sub Consultants rsentrtled to any damages from the Crty, nor rs any party entltled to be rermbursed by the Crty, for damages,charges or other losses or expenses mcurred by Consultant by reason of delays or hrndrances m theperformance of the Servrces, whether or not caused by the Crty

ARTICLE 6. COMPENSATION

6.01 Basis of Payment

Each Task Order Request wrll specrfy the basrs of payment for the satrsfactory performance of theServtces requested and wrll erther be lump sum, hourly rate, trme and matenals wtth a guaranteednuxlmnm pnc€ or such other method as specrfied rn the Task Order Request In each case where theConsultant ts to be compensated based on an hourly rate, the Budget wrll specrfy a maxrmum payment thatcarurot be exceeded wrthout an amendment

The Cily wrll pay Consultant for completed Servrces and accepted Dehverables based on thedefined basts of payment and m accordance wrth the Compensatron Schedule shown rn Exhrbrt I for eachTOR

6.02 Budget for Services

As provrded m Sectton 3 01, the Consultant wrll prepare a Cost Proposal as part of each ProposalThe Cost Proposal for each Proposal wrll be deemed approved upon approval of the Task Order TheConsultant wrll prqare tts Cost Proposal rn accordance wrth the basrs of payment specrfied rn theappltcable Task Order Request, erther lump sum, hourlyrate, or trme and matenals wrth a guaranteedma:omum pnce or such other method as specrfied rn the Task Order Request If a trme and matenals basrsrs spectfied, the Consultant wrll estrmate the number of hours to complete the prolect and calculate theguaranteed maxrmum pnce based upon rts Fully-Loaded Hourly Rates A Cost Proposal whrch does notconform to the specrfied basrs of payment may be cause for reSectron of the Proposal

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6.03 Method of Payment

The method of payment depends on t}re basrs of palnnent The method of payment wrll bespecrfied rn the Task Order Request Payment wrll be made usmg the followrng processes

For lump sum compensatlon, the Consultant wrll zubmrt penodrc lnvolces wtuch may prorate thelump sum on the basrs of mrlestone Dehverables provrded For hourly rate compensatron (trme andmatenals), the Consultant wrll submrt monthly lnvolces for the hours and drect costs rnctured durrng themonth and wrll explam any vanances from the Budget

The Prolect Documents wrll qpecrfy a percentage of the compensaton that wrll be retarned by theCrty from every mvolce untrl all Dehverables have been accepted as provrded rn tlus Agreement("Retarnage") In no event shall the Retarnage be less than l0% The Prolect Documents may specrfr ahr gher Retama ge percentage

All rnvotces wrll be submrtted m a format and detarl aceeptable to the Crty Upon request by theCrty, the Consultant wtll supply ongrnal trme sheets, payroll regrsters, lnvolces, and such otherdocumentatron as may be necessary to support the amount mvorced No rnvorces wrll be submrtted forunder $500 00 unless they are submrtted for final payment/prolect close-out If Consultant has an lnvolcefor less than $500 and tt rs not the final payment/pro.;ect close-out, the Consultant wrll hold the mvorce andsubmrt rt the next trme the total exceeds $500

The Crty wrll process payment wrttun srxty (60) calendar days after recerpt of rnvorces and allsupporttng documentatton necessary for the Crty to venfu the satrsfactory dehvery of work, servrces orgoods to be provrded under ttus Contract related to each TOR

Consultant may be patd, at the Crty's optron, by electronlc payment method If the Crty elects tomake payment through thrs method, rt wrll so notrffthe Consultant, and Consultant agrees to cooperate tofacrlttate such payments by executmg the Crty's electromc funds transfer forn\ avarlable for downloadfrom the Crty's websrte at.

http //www crtyofchrcago org/content/dan/crtyldqtVfin/supp_rnfo/DrectDeposrtCrtyVendor pdf.

The Crty reserves the ng[rt to offset mrstaken or wrong payments agamst future payments

The Crty wrll not be obhgated to pay for any worlg servrces or goods that were not ordered wrth aPurchase Order or that are non-comphant wrth the terms and condrtrons of the Contract Documents Anygoods, work, or servtces whrch farl tests and/or mspecttons are sub;ect to correchon, exchange orreplacement at the cost of the Consultant

6.04 Invoices

Unless stated otherwse rn the Detarled Specrficatrons, thrs Contract rs sublect to CentrahzedInvorce Processmg ("CP"). Invorces must be submrtted drectlyto the Comptroller's office byUS Postal Servrce marl to the followrng address as appropnate

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Invorces for any Crty department other than the Department of Avratron

InvorcesCrty of Chrcago, Office of the Crty Comptroller33 N LaSalle St , Room 700Ch,rcago, U-60602

Invorces for the Department of Avratron

Chrcago Department of Avratron10510 W Zemke BlvdP O Box 66142Clucago, IL 60666Attn Frnance Department

OR

Invorces for any department, rncludrng Avratron, may be submrtted vra emarl tomvorces@crtyofcllcago org wrth theword "INVOICE" rn the sub.lect hne

All mvorces must be stgned, marked "onglnal," and rnclude the followrng rnformatron orpayment wrll be delayed

r Invorce number and date

o ContractlPurchase Order number

. Blanket Release number (rf apphcable)

r Vendor name and/or number

o Remrttance address

. Name of Crty Department that ordered the goods or selvtces

o Name and phone number of your contact at the ordamg department

o Invorce quantrtres, commodrty codes, descnptron of dehverabl{s)

o Amount due

r Recerpt number (provrded by the ordenng department after dehvery ofgoods/servrces)

Irtvorce quantrtres, servrce descnptron, umt of measure, pnctng and./or catalog mformauonmust correspond to the terms of the Compensahon Schedule

If appltcablq tf mvotcrng Prrce Lrst/Catalog rtems, mdrcate Pnce LrstlCatalog number, rtannumber, Pnce LrsVCatalog date, and Pnce Lrst/Catalog page number on the lnvolce

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6.05

lavotces for over-shrpments or rterns wrth pnce/wage escalahons wrll be re.lected unless theContract mcludes a provlsron for such an ad3ustment

Frerght, handLng and shrpprng costs are not to be rnvorced, dehvenes are to be made F O B ,Crty of Ctucago. The Crty of Ctucago rs exempt from payng State of Ilhnors sales tax andFederal exclse taxes on purchases

Taxes

Federal Exctse Tax does not apply to matenals purchased by the Crty of Clucago by vrrtue ofExemptton Certrficate No. 36-6005820 and State of Illmors Sales Tax does not apply by vrtue ofExemptron Certrficate No 89998- I 874-07 Illmors Retarlers Occupatron Tax, Use Tax, and MumclpalRetarlers Occupatton Tax do not apply to matenals or servr.ces purchased by the Crty of Ctucago by vrrtueof Statute The pnce or prtces quoted hereur shall rnclude all other Federal and./or State, drrect and/orrndrrect taxes wluch apply The pnces quoted herem shall compiywrth all Federal laws and regulatrons

6.06 Subconsultant Payment Reports

The Consultant must report payments to Subconsultants on a monthly basrs m the forrn of anelectroruc report Upon the first payment rssued by the Crty to the Consultant for servrces performed, onthe fust day of each month and every month thereafter, emarl and/or fax notrficatrons wrll be sent to theConsultant wrth mstructrons to report payments to Subconsultants that have been made m the prror monthThrs mfonnatron must be Entered mto the Certrficatron and Comphance Momtonng System (C2), orwhatwer reportrng system rs currently rn place, on or before the fifteenth ( I 5th) day of each month

Once the Consultant has reported payments made to each Subconsultant, rncludrng zero dollar amountpayments, the Subconsultant wrll r@elve an emarl and/or fax notrficatron requestmg that they log rnto thesystern and confirm payments recerved

AII monthly confirmahons must be reported on or before the twEntreth (20th) day of each monthConsultant and Subconsultant reportrng to the C2 system must be completed by the 25th of each month orpayments may be wrthheld

All contracts between the Consultant and rts Subconsultants must contarn language requrnng theSubconsultants to respond to emad and/or fax notrficalons from the Crtyrequrnng them to reportpayments recerved from the Consultant

Access to the Certrficatton and Comphance Morutonng System (C2), wtuch rs a web-based reportmgsystem, can be found at https //chrcago mwdbe com

(Note Ttus srte worls for reportmg all Subconsultant payments regardless of whether they areMBEAMBE/DBE or non-certrfi ed entrtres.)

If a Subconsultant has satrsfactonlyperformed m accordance wlth the requrements of the Contract,Consultant must pay Subconsultant for such worlg servrces, or matenals wrtlun fourteen (14) calendar daysof Consultant recelvrng payment from the Crty Falure to comply wrth the foregorng wrll be deemed anevent of default

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6.07 Funding

Thrs rs a Depends Upon Requrrements (DllR) Agreement The Crty rs under no obhgatron toaward any Task Orders pursuant to thrs Agreement Any payments under tlus Agreement wr1l be madefrom Fund No 13-100-06-2005-0138 and vanous other funds and are sublect to the appropnatron andavarlabrlrtyof funds therern The maxrmum amount to be encumberd under thrs firnd for drsbursementpursuant to ttus Agreement ('Manmum Compensatron") for all categones shall not exceed $6,000,000 00Actual expendrtures under thrs Agreement wrll depend upon requrerrents

6.08 Non-Appropriation

If no funds or msufficrent funds are appropnated and budgeted m any fiscal perrod of the Crty forpayments to be made under tlus Agreement, then the Crty wtll notrf, Consultant rn wntmg of thatocculrence, and thrs Agreement wrll terrmnate on the earher of the last day of the fiscal penod for whrchsufficrent appropnatton was made or whenever the funds appropnated for payment under thrs Agreementare exhausted Palrnents for Seruces completed to the date of notrficatron wrll be made to Consultantexce,pt that no payments wrll be made or due to Consultant under thrs Agreement beyond those amountsappropnated and budgeted by the Crty to firnd payments under thrs Agreement

ARTICLE 7. COMPLIANCE WTIII ALL LAWS

7.01 Compliance with AII Laws Generally

(A) Consultant must observe and comply wlth all apphcable federal, statg county andmumctpal laws, statutes, ordrnances and executrve orders, rn effect now or later and whether or not theyappear rn tlus Agreement, rncludrng those set forth rn thrs Artrcle 7, and Consultant must pay all taxes andobtarn all ltcenses, cerhficates and other authonzatrons requred by them Consultant must requre all SubConsultants to do so, also Further, Consultant must execute an Economrc Drsclosure Statement andAffidavrt ("EDS") ur the form attached to tlus Agreement as Exhrbrt 4 Notwtthstandmg acceptance by theCrty of the EDS, Consultant's farlure rn the EDS to rnclude all rnformatton requred under the MumcrpalCode renders thrs Agreement vordable at the optron of the Crty Consultant must promptly update rtsEDSG) on file wrth the Crtywhenever any mformatron or response provrded rn the EDS(s) rs no longercomplete and accurate

(B) Notwlthstandrng anyttung m ttus Agreernent to t}re contrary, references to astatute or law arE constdered to be a reference to (r) the statute or law as rt may be amended from trme totrme, (rr) all regulatrons and rules pertauung to or promulgated pursuant to the statute or law, and (ur) allfuture statutes, lawS, regulattons, rules and executrve orders pertarnmg to the same or srmrlar sublectmatter

(C) The Consultant understands and wrll abrde by the terms of Chapter 2-55 of the MurucrpalCode of Chrcago

The Consultant wrll comply wrth Sectron 2-154-020 of the Murucrpal Code of Chrcago

Farlure by the Consultant or any controlhng person (as defined m Sectron I -23-101 of the

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Mumcrpal Code of Chrcago) thereof to marntarn ehgrbrlrtyto do busrness wrth the Crty of Chucago asrequred by Sectron i-23-030 of the Munrcrpal Code of Chrcago shall be grounds for termmatron of ttusAgreement

7.02 Nondiscrimination

(1) Consultant

Consultant rrnrst comply wrth apphcable federal, state, and local laws and related regulatronsprolubrtrng drscnmrnatron agamst rndrvrduals and groups

(a) Federal Requirements

Consultant must not engage m unlawful employment practrces, such as (1) farhng orrefusrng to,lure or drschargrng any mdrvrdual, or otherwrse drscnmrnatrng agamst any rndrvrdualwtth respect to compensatton or the terms, condrtlons, or pnvrleges of the rndrvrdual'semployrnant, because of the rndlrdual's race, color, rehgron, sex, age, handrcap/drsabrlrty ornatronal ongln, or (2) lrrrutrng, segregatmg or classrf;png Consultant's employees or apphcants foremployment m any way that would depnve or tend to depnve any rndrvrdual of emplolm'rentopporturutres or otherw$e adversely affect the rndrvrdual's status as an employee, because of themdrvrdual's race, color, rehgton, sex, age, handrcap/drsabrlrty or natronal ongm

Consultant must comply wrth, and the procedures Consultant utilzes and the ServrcesConsultant provrdes under tlus Agreement must comply wrttr, the Crvrl Rrglrts Act of 1964, 42U S.C sec 2000e et seq (1981), as amended and the Crvrl fuglrts Act of 1991, P L 102-166Atte,lrtton rs called to Exec Order No 11246, 30 Fed Reg 12,319 (1965), repnnted rn 42 U S C2000e note, as amended by Exec Order No 11375,32Fd, Reg 14,303 (1967) and by ExecOrderNo 12086, 43 Fed Reg 46,501 (1978), Age Drscnmrnatron Act,42 U S C $$ 6101-6106(1981), Age Dtscnnunatron rn Employment Act, 29 U S C $$621-34, Rehabrlrtatron Act of 1973,29 U S C $$ 793-794 (1981), Amencans wrth Drsabrhfies Act,42 U S C 012101 et seq ,41C F R Part 60 et seq (1990), and all other apphcable federal statutes, regulatrons and other laws

(b) State Requirements

Consultant must comply wrth, and the procedures Consultant utrhzes and the ServrcesConsultant provrdes under tlus Agreement must comply wrth, the Illmors Human Rrghts Act,775LCS 5/l-l0l et seq (1990), as amended and any rules and regulatrons promulgated m accordancewtth tt, rncludrng the Equal Employment Opportumty Clause, 44 Ill Admrn Code g 750Appendrx A Furthermore, Consultant must comply wrth the Pubhc Works EmploymentDrscnmrnatron Act, 775 ILCS l0/0 0i et seq (199A), as amended, and all other apphcable statestatutes, regulatlons and other laws

(c) City Requirements

Consultant must comply wrth, and the procedures Consultant utrhzes and the ServrcesConsultant provrdes under tlus Agreement must comply wrth, the Chrcago Human RrghtsOrdrnance, ch 2-760, Sectron 2-160-010 et seq of theMumcrpal Code of Chrcago (1990), as

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amended, and all other applisablc City ordinances and rules.

A, Sub Concultrntr

Consulant must incorporate all of tlris Section7.02 by referencc in all agrcements entred intowith ury suppliers of materials, firrnisher of services$ub Consultanb of any tier, and labor organizationsthat frrmrsh skilted, unskilled and craft union skilled labor, or that may provide any such materials, labor orservices in connection wtr this Agreement. Funher, Consultant must frrrnish snd must cause each of itsSub Consultan(s) to furnish such reports and information as requested by the federal, stab, urd local

agencies charged with enforcing such lns and regulations, includiogthe Chicago Commission on HumanRelations.

f 9P r.* IncpeclorGenenlendl*gislrtivelmpoctorGeneral

%,t{ It is the duty of any bidder, propos€r or Consultan! alEub Consultants, every apphcant for

F certification of eligibility for a City contract or program, and all officcrs, dircctors, agents, Partters and. srnployees of any bidder, proposer, Consultant, Sub Consultant or such applicant to coopcrate with the

Inspector General in any investigdion ortrearing undertakenpursuant to Chapter2-5s ard Chapter 2-56 afflre Municipd Code of Chicago. Consultant undestaods and will atide by all provisionsof Chaptcr 2-55

and Chopter 2-55 of the Municipal Code of Chicago. All subcontracs must infornfub Consultants of thcpl,ovision and require understanding and compliance with it.

7.04 MrcErideOrdinance

The City of Chicago through the passage of the MacBnde Principles Ordinance se€ks to promote

fair and equal employment opportunities and labor pacties for religious minorities irNorthern ftelandand provide a better workrng environrnent for all cttizens in Northern Ireland.

In accordance with Sectio n292-580of the Municipal Code of the City of Chicago, if the primary

consultant conducts any business operations in Northern lrelandthe consultant must md<e all reasomble

and good faith efforts to conduct any business operations in Northern lreland in accord&nc€ with the

MacBridc Principles forNorthcm Ireland as defined in lllinois Public Act 8fl390 (l9Et Ill. Laws 3220).

The provisions of this Section7.04. do not apply to contracts for which the City receives funds

administeled by the United States Departrnent of Transportation, except to the extent Congress has

directd that the Department of Trarsportation not wittrhold firndsfiom states and localities that choose toimplement selective purchasrng policies based on agreement to cornply with the MacBride hinciples forNordrern lreland, or to the o:rtent that sush firnds arr not othenuise wittiheld by the Departrnent ofTransportation

7.05 Businesc Rcletionrhipr with Electcd Oficirb

Pursuant to Section 2-156430(b) of the Municipal Code of the City of Chicago, rt is illegal for any

eleoted officiat ofthe City, or any peson acting at the direction of such official, to contacq eitber orally or

in writing, any other City official or employee with respect to any matter invohing any person lvittr whom

thc elected offrcial has a business relationship, or to participate in anliscussion in any City Council

committce he"rirg or in any City Council moeting or to vote on any matter involving the person with

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whom an elected officrai has a busrness relatronstup Violation of Section 2-f 56-030(b) by any electedofficial with respect to this Agreement is grounds for termination of this Agreement. The termbusrness relatronslup rs defined as set forth rn Sectron 2-156-080 of the Mumcrpal Code of Chrcago

Sectron 2-156-080 defines a "business relationship" as any contractual or other pnvate busmessdeahng of an officral, or hts or her spouse, or of any entrty rn wtuch an ofFrcral or hrs or her spouse has afinancral mterest, wtth a person or enflty wluc,h entrtles an officral to compensatlon or payment m theamount of $2,500 or more m a calendar year, provrded, however, a financral mterest shall not rnclude (r)any ownershrp through purchase at farr rnarket value or mhentance of less than one percent ofthe share ofa corporatron, or any corporate subsrdrary, parent or affihate thereof, regardless ofthe value of or drvrdendson such shares, rf such shares are regstered on a secuntres exchange purzuant to the Secuntres ExchangeAct of 1934, as amended; (u) the authorrzed compensatron pard to an officral or employee for hrs office orernployment, (rrr) my econoruc benefit provrded equally to all resrdents of the Crty, (rv) a trme or demanddeposrt rn a financral mstrtutton, or (v) an endowment or lnsurance pohcy or annulty contract purchasedfrom an tnsurance company A "contractual or other pnvate busrness dealmg" shall not rnclude anyenrployment relatronstup of an officral's spouse wrth an entrty when such spouse has no drscretronmncerung or mput relatrng to the relatronstup between that entrty and the Crty

7.06 Chicago "Living W'age" Ordinance

(A) Sectton 2-92-610 of the Mumcrpal Code provrdes for a hvrng wage for certarn categonesof workers employed m the perfomnnce of Crty contracts, specrfically non-Crty ernployed secunty guards,parkrng attendants, day iaborers, home and health care workers, caslrers, elevator operators, custodralworkers and clencal workers ("Covered Employees") Accordrngly, pursuant to Secfion 2-92-610 and.regulatrons promulgated under rt'

(1) [f Consultant has 25 or more full-trme employees, and

(2) If at any ttme dunng the performance of tlus Agreement, Consultantand/or any Sub Consultant or any other entrty that provrdes any portron of the Servrces(collectrvely "Performing Parties") uses 25 or more full-trme secunty guards, or anynumber of other full-trme Covered Employees, then

(3) Consultant must pay rts Covered Employees, and must ensure that allother Perfomung Partres pay therr Covered Employees, not less than the ruilmum hourlyrate as determrned rn accordance wrth tlus provrsron (the "Base Wage") for all Servrcesperformed undEr tl,us Agreement

(B) Consultant's obhgatton to pay, and to ensure payment of, the Base Wage wrll begrn at anyttme dunng the term of thrs Agreernent when the condrflons set forth rn (a)(r) and (a)(rr) above are met, andwrll contmue untrl the end of the term of thrs Agreement

(C) As of July I,2012, the Base Wage rs $l I 53 per hour, and each July 1 thereafter, the BaseWage wrll be adlusted usrng the most recent federal poverty gurdehnes for a famrly of four as pubhstredannually by the U S Department of Health and Human Servrces, to constrtute the followrng the povertygurdehnes for a famrly of four drvrded by 2000 hours or the current base wage, wtuchever rs hrgher Thecurrefirtly appltcable Base Wage rs avalable from the Department of Procurement Servrces. At all tmes

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dunng the term of tlus Agreement, Consultant and all other Performrng Partres must pay the Base Wage(as adiusted m accordance wrth the above) If the payment of prevarlmgwages rs requred for SErvrcesdone under tlus Agreement, and the prevarhng wages for Covered Employees are hrgher than the BaseWage, then Consultant and all other Performrng Partres must pay the prevarhng wage rates

(D) Consultant must mclude provlsrons rn all subcontracts requrrng rts Sub Consultants to paythe Base Wage to Covered Employees Consultant agrees to provrde the Crty wrth documentatronacceptable to the CPO dernonstratrng that all Covered Employees, whether employed by Consultant or by aSub Consultant, have been pard the Base Wage, upon the Crty's request for such documentatron The Crtymay rndependently audrt Consultant and/or Sub Consultants to venfu comphance wrth ttus sectron Farlureto comply wrth the requtrernents of ttus sectron wrll be an event of default under thr Agreernent, andfirrther, failure to comply may result rn rnehgrbrlrty for any award of a Crty contract or subcontract for upto 3 years.

(E) Not-for-Profit Corporattons. If Consultant rs a corporatron havrng federal tax-exqnptstatus under Sectton 501(c)(3) of the Internal Revenue Code and rs recogruzed under lllmors not-for-profitlaw, then the provrsrons of subsectrons (a) through (d) above do not apply

7.07 EnvironmentalWarranties and Representations

Inacc,ordancewrth Sectton 11-4-1600(e) of theMumcrpal Codeof Clucago, Consultantwarrantsand represents that rt, and to the best of rts knowledge, rts Sub Consultants have not vrolated and are not mvrolatron of the followrng sectrons of the Code (collechvely, the Waste Sectrons)

7-28-390 Dumprng on pubhc way,7-28-440 Dumpmg on real estate wrthout perrmt,114-1410 Drsposal m waters prohrbrted,Il-4-1420 Ballast tanlq brlge tank or other drscharge,1 1 4- I 450 Gas manufacfunng resrdue,I 1 -4- 1 500 Treatment and drsposal of sohd or hqurd waste,l1-4-1530 Compkance wrth rules and regulatrons requued,I I-4-1550 Operatronal requrements; andI 1 -4- t 560 Screemng requlrernents

Dunng the penod whule tlus Agreement rs executory, Consultant's or any SubConsultant'svtolatron of the Waste Sechons, whether or not relatrng to the performance of thrs Agreement, constltutes abreach of and alr event of default under thrs Agreernent, for whrch the opportumtyto curq f curable, willbe granted only at the sole desrgnaflon of the CPO. Such breach and default e,ntrtles the Crty to allremedres under the Agreement, at law or rn equrty

Tlus sectton does not hmrt Consultant's and rts Sub Consultants' duty to comply wrth allappltcable federal, state, county and murucrpal laws, statutes, ordmances and executrve orders, rn effectnow or later, and whethff or not they appear m tlus Agreement

Non-comphance wrth these terrns and condrtrons may be used by the Crty as grounds for theterrunatron of thrs Agreement, and may further affect Consultant's ehgrbilrty for future contract awards

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7.08 Prohibition on Certain Contributions, Mayoral Executive Order 20ll-4

No Consultant or any person or entrtywho drrectly or mduectly has an ownerslup or beneficralrnterest rn Consultant of more lhanT 5olo ("Owners"), spouses and domestrc partners of such Owners,Consultant's SubConsultants, any person or entrty who drrectly or rndrretly has an ownerstup or beneficnlrnterest m any SubConsultant of more than 7 5olo ("Sub-owners") and spouses and domestrc partners ofsuch Sub-owners (Consultant and all the other procedrng classes of persons and entrtres are together, the"Identrfied Partres"), shall make a contnbutron of any amount to the Mayor of the Crty of Chrcago (the"Mayor") or to hrs polrtrcal fundrarsrng commrttee dunng (r) thebrd or other sohcrtatron process for thrsContract or Other Contract, rncludrng whrle thrs Contract or Other Contract rs executory (rr) theterm ofthrs Contract or any Other Contract between Crty and Consultant, and/or (ur) ary penod m wtuch anextenston of this Contract or Other Contract wrth the Crty rs bemg sought or negotrated

Consultant represents and warrants that smce the date of pubhc advertrsement of the specrficatron,request for quahficatrons, request for proposals or request for rnformatron (or any combmatron of thoserequests) or, rf not compehtrvely procured, from the date the Crty approached the Consultant or the datethe Consultant approached the Crty, as apphcable, regardmg the formulatron of thrs Contract, no IdentrfiedParles have made a contrrbutron of any amount to the Mayor or to lus pohtrcal fund rasmg comrmttee

Consultant shall not (a) coerce, compel or mtrmldate rts employees to make a contnbutron of anyamount to the Mayor or to the Mayor's polrtrcal fundrarsrng commrttee, (b) ramburse rts employees for acontnbutror of any amount made to the Mayor or to the Mayor's polrtrcal fundrarsrng commrttee, or (c)bundle or sohcrt others to bundle contnbutrons to the Mayor or to brs polrtrcal fundrarsrng comnxttee

The Identrfied Partres must not engage m any conduct whatsoever desrgned to mtentronally vrolatetlus provtston or Mayoral Executtve Order No 20ll-4 or to entrce, duect or sohcrt others to rntentronallyvrolate tlus provrsron or Mayoral Execuhve Order No 2011,-4

Vrolatron of, non-comphance wrth, mrsrepresentatron wrth respect to, or breach of any covenant orwarranty under tlus provlsron or vrolatron of Mayoral Executrve Order No 20ll-4 constltutes a breach anddefault under tlus Contract, and under any Other Contract for whrch no opporturutyto cure wrll be granted.

Such breach and default sntrtles the Crtyto all remedres (rncludrng wrthout hmrtatron termrnatron fordefault) under thrs Contract, under Other Contract, at law and ur equrty Tlus provrsron amends any OthoContract and supersedes any mconsrstent provrslon contamed therem

If Consultant vrolates thrs provrsron or Mayoral Executrve Order No 2011-4 prror to award of theContract resultrng from tlus specrficatron, the CPO may relect Consultant's brd

For purposes of tlus provlslon

"Other Contract" means any a$e€ment entered mto between the Consultant and the Crty that rs (r) fomredunder the authonty of MCC Ch 2-92, (n) fu the purchase, sale or lease of real or personal property; or(ru) fa materrals, supphes, equlpment or seryrces whrch are approved and/or authonzed by the CrtyCouncrl

"Contnbutrm." means a "polrttcal contnbutron" as defined rn MCC Ch 2-156, as amended

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"Polrtrcal firndrarsrng commrttee" means a "polrtrcal fundrarsrng commlttee" as defined rn MCC Ch 2-156,as amended

7.09 Firms Owned or Operated by Individuals with Disabilities

The Crty encourages consultants to use Sub Consultants that are firms owned or operated bymdrvtduals wrth drsabrlrtre, as defined by Sectron 2-92-586 of the Mumcrpal Code of the Crty of Clucago,where not otherwrse protubrted by federal or state law

7.lO Deemed Inclusion

Provrsron(s) requtred by law, ordrnances, rules, regulatlons, or executrve orders to bernserted wrll be deemed rnserted whether or not they appear m tlus Agreernent or, upon apphcatron byerther party, thrs Agreement wrll fonthwrth be amended to lrterally make such msertlon, however, rn noevent wrll the farlure to msert such provrsron(s) prwent the enforcement of thrs Agreement.

7,11 False Statements

(1) l-21-010 False Statements

Any person who knowmgly makes a false staternent of matenal fact to the crty rn vrolatronof any statutg ordrnance or regulatron, or who knowurgly falsrfies any staternent of matenal fact made rnconnectron wrth an apphcatton, re,port, affidavrt, oath, or attestatron, rncludrng a state,ment of materral factmade m connectton wtth a brd, Proposal, contract or economrc drsclosure staternent or affidavrt, rs hable tothe crty for a crvrl penalty of not less than $500 00 and not more than $ I ,000 00, plus up to three trmes theamount of damages wluch the crty sustarns because of the person's vrolatron of thrs sectlon. A person whovtolates tlus sectton shall also be hable for the cltys htlgatton and collectron costs and attomey's fees

The penaltres rmposed by thrs sectron shall be m addrtron to any other penalty provrded for m themurucrpalcode (AddedCoun J 1245-A4,p 39915, g 1)

(2) l-21-020 Ardrng and abettrng

Any person who ards, abets, mcttes, compels or coerces the dorng of any act prolubrted by thrs chaptershall be hable to the crty for the same penaliles for the vrolatron (Added Coun J l2-15-04,p. 39915, g 1)

(3) 1-2i-030Enforcernent

In addrtron to any other means authonzed by law, the corporatron counsel may enforce thrs chapter byrnstrtutrng an actton wrth the department of admuustratrve heanngs (Added Coun J l2-L5-04, p 39915,

$ 1)

ARTICLE 8. SPECHL CONDITIONS

8.01 WarrantiesandRepresentations

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ln connectron wrth slgmng and carryrng out tlus Agreement, Consultant

(A) warrants that Consultant rs appropnately hcensed under Ilhnors law to perform theServtces requued under thrs Agreement and wrll perform no Servrces for whrch a professronal hcerse rsrequred by law and for whrch Consultant rs not appropnately hcensed,

(B) warrants tt ts finanoally solvent, rt and each of rts employees, agents and Sub Consultantsof any trer are competent to perform the Servrces requred under thrs Agreement, and Consultant rs legallyauthonzed to execute and perform or cause to be performed ttus Agreement under the terms and condrtronsstated rn tlus Agreernent,

(C) warrants that lt wrll not knowrngty use the seruces of any rnehgrble Consultant or SubConsultant for any purpose m the performance of rts Servrces under tlus Agreernent,

(D) warrants that Consultant and rts Sub Consultants are not rn default at the trme thrsAgreement n stgned, and have not been deemed by the Cluef Procurement Officer to have, wrttun 5 yearsrmmedratelyprecedmg the date of thrs Agreement, been found to be m default on any contract awarded bythe Crty,

(E) represents that rt has carefully examrned and analyzed the provrsrons and requrrements ofttus Agreement, rt understands the nature of the Servrces requrod, from rts own analysrs rt has satrsfiedrtself as to the nature of all thrngs needed for the performance of tlus Agreement, thrs Agreement rsfeasrble of performance m accordance wrth all of rts provlsrons and requumrents, and Consultant warrantstt can and wrll perform, or cause to be performed, the Servrces m stnct accordance wrth the provrsrons andrequlrements of thrs Agreement,

(F) represents that Consultant and, to the best of rts knowledge, rts Sub Consultants are not rnvrolatron of the provrsrons of ' 2-92-320 of the Mumcrpal Code , and rn connectron wrth rt, and

addrtronallyrn connectron wrth the Ilhnors Cnmrnal Code,720ILCS 5/338 as amended, and the IlhnorsMurucrpal Code, 65 ILCS 5/1 142 l-1,

(G) acknowledges that any certrficatron, affidavrt or acknowledgment made under oath mconnecilon wrth thrs Agreement rs made under penalty of pegury and, rf false, rs also cause forterrrunatron under Sectrons I I 02 and l1 03 of ttus Agreement, and

(tD warrants and represents that nerther Consultant nor an Affrhate of Consultant (as definedbelow) appears on the Specrally Desrgnated Natronals Lrst, the Demed Persons Lrst, the unvenfied Lrst,the Entrty Ltst, or the Debanod Lrst as marntamed by the Office of Forergr Assets Control of the U S.

Department of the Treasury or by the Bureau of Industry and Secunty of the U S Department ofCommerce (or theu successors), or on any other hst of persons or entrtres wrth wllch the Crty may not dobusrness under any apphcable law, de, regulatron, order or;udgment "Affihate of Consultant" means aperson or eirtrty that drrectly (or rndrrectly through one or more rntermedranes) controls, n controlled by orts under corlmon control wrth Consultant A person or entlty wlll be deemed to be controlled by anotherperson or enttty f tt rs controlled m any manner whatsoever that results rn control rn fact by that otherperson or entlty (erther actrng rndrvrdually or actmg;orntly or m concert wrth others) whether duectly ormdrectly and whether through share ownershrp, a trust, a contract or otherwrse

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1. Representations; Covenants

a Consultant represents to the Crty that

(t) tt rs a hmrted lmbrlrty partnershrp, vahdly exrstmg and m good standrngunder the laws of Illmors,

(u) rt has the reqursrte corporate power and authorrty to execute, dehver andperform rts obhgatrons under thrs Agreement and rt rs financrally solvent,

(trD the executron, dehvery and performance of thrs Agreement have beenduly authonzdby the Consultant,

(rv) no approval, authonzatron, or consent of any governmental or regulatoryauthorrty rs requred to be obtarned or made by Consultant rn order for rtto enter mto and perform rts obhgatrons under ttus Agreement,

(v) rt has obtamed all apphcable permrts, nghts, and hcenses requned mcon:rectron wrth Consultant pErforrxng rts obhgatrons hereunder,

(vr) rt and each of rts employees, agents, Sub Consultants of any tr€r areshlled and expenenced rn the actlvrty to be performed by such personand competent to perform the Servrces requred under thrs Agreement,

(vrr) rts Proposal, rncludrng but not hmrted to rts staternents andrepresentatrons that rt holds rtself to very hrgh standards of qualrtyandprofessronahsm, was accurate at the trme rt was made and no matenalchanges rn rt have been made nor will be made wrthout notrce to and theexpress wntten consent of the Crty,

(uu) rt rs not rn default at the trme of the executron of thrs Agreernent and hasnot been deemed by the CPO wrth five years rmmedrately precedrng thedate of thrs Agreement to be m default on any contract awarded by theCrty;

Gx) rt rs not deemed to be rnehgrble and wrll not knowrngly use the srvrces ofany consultant or consultant deemed to rnehgrble for contracts by anyfbderal, state, or local governmental agency for any purpose m theperformance of rts Servrces under tlus Agreement,

(x) rt and, to the best of rts knowledge, rts Sub Consultants are not rnvrolatton of the provrsrons of g 2-92-320 of the Mumcrpal Code , and rnconnectron wrth rt, and addrtronally m connectron wrth the IlhnorsCnrunal Code,720ILCS 5/33E as amended, and the Ilhnors MumcrpalCode, 65 ILCS 5/l l-421-l;

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(x0 acknowledges that any certrficatron, affidavrt or acknowledgment madeunder oath m @nnectlon wrth ttus Agreement rs made under penalty ofperJury and, rf false, m also cause for termrnatron under Sechons 1 i 0land 11 02 of ttusAgreement, and

(xtr) nerther Consultant nor an Affihate of Consultant (as defined below)appeam on the Specrally Destgnated Natronals Lrst, the Demed PersonsLrst, the unvenfied Lrst, the Entrty Lrst, or the Debarred Lrst as

mamtamed by the Offrce of Forergrr Assets Control of the U S

Department of the Treasury or by the Bureau of Industry and Secunty ofthe U S Department of Commerce (or thar successors), or on any otherhst of persons or entrtres wrth wtuch the Crtymay not do busrness underany apphcable law, rule, regulatron, order orludgment "Affihate ofConsultant" means a person or entrty that drctly (or rndrectly throughone or more mtermedranes) controls, rs controlled by or rs under commoncontrol wrth Consultant A person or entrtywrll be deemed to becontrolled by another person or entrty rf rt rs controlled rn any mannerwhatsoever that results m control m fact by that other person or entlty(erther actrng mdrvrdually or actrng;orntly or rn concert wrth others)whaher drrectly or rndrrrctly and whether through share ownerstup, a

trust, a contract or otherwrse

Consultant covenants to the Crty that

(0 rt wrll comply wrth all apphcable fbderal, state, and local laws andregulatrons,

rt wrll obtarn all apphcable permrts, nghts and hcenses requred mconnectron wrth the Conzultant performrng rts obhgatrons herzunder,

the Servrces and any software used by the Consultant rn provrdrng theServrces and the Dehv erables wrll not rnfrrnge upon the trademarlqcopynght, trade secrets or other propnetary nghts of any tturd party, and

rt wrll not, drectly or through a thrd party, remove, alter, change ormterface wrth the Dehverables for any purpose of preventmg the Crtyfrom utrlrang the Dehverables

0')

(ru)

(,r)

2. Wananty

a For Dehverables provrded rn response to a Results TOR, Consultant represents

and warrants that

The Dehverables when submrtted to the Crty for Acceptance and for theduratron of the Wananty Penod wrll conform to the Acceptance Cnterr4the specrficatrons, Task Order Request and Documentatron and wrll be

free of errors or defects m desrgn, matenal and worknanshrp

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u The medra furmshed by the Consultant on wllch any of the Dehverablesare furmshed shall be free of defects m matenals and worhnanslup undernormal use for a penod of 90 days from Acceptance Consultant must, atrts expense, replace any defectrve medra wrtlun 10 days after the Crtynofifies Consultant

3. For Deltverables provrded ln response to an Advrce TOR, Consultant represents andwarrants that

The Seruces provrded hereunder shall be performed rn a professronal andworkrnanhke rnaruler, rn accordance wrth apphcable professronalstandards

u The Dehverables provrded under any Task Order wril mnform m allrespects to the Task Order Request and Documentatron and shall be freeof errors or defects rn desrgn, matenal and worlananshrp

ul The medra furmshed by the Consultant on wluch any of the Dehverablesare furntshed shall be free from defects rn matenals and worhnanshrpunder normal use for a penod of 90 days from Acceptance Consultantmust, at rts expense, replace any defectrve medra wrtlun l0 days after theCrty notrfies Consultant

4. The Consultant represents and warrants that all Dehverables

(r) correctly and accurately processes datdtrme data (rrcludrng, but notlrrruted to, calculatmg, comparmg, and sequencrng) frorn, mto, andbetween the twentleth and twenty-first centunes and leap yearcalculatrons,

(") respond to two drgrt date mput rn a way that resolves the ambrgurty as tocentury rn a drsclosed, defrned and pre-determrned manner, and

(ur) store and provrde output of date mformatron m ways that are

unambrguous as to century

The foregorng warrantres m tlus Subsectron 8 01(C) wrll apply to the extent that other rnformatrontechnology, used rn combrnatron wrth the mformatron technology supphed under any Task Order, properlyexchanges date/trme data wrth rt

If a Task Order requrres that specrfic hsted rtems must perform as a system m accordance wrth theforegomg warrantres m thrs Subsectron 8.01(C), then that warranty wrll apply to those hsted rtems as a

system.

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5. The warrantres contaned rn tlus sectron will contrnue for a perrod of one year ("WarrantyPenod') after Acceptance (unless otherwrse specrfied rn thrs sectron or the Pro3ect Documents) f tne Citynottfies the Consultant, or the Consultant becomes aware, of any non-performance, error or defect coveredby the foregorng warranttes wrtlun the WarrantyPenod, the Consultant shall, at rts expense, promptlycorrect such nonperformance, elror or defect, but rn no event later than 30 days after notrficatron bV th"Crty Any repatr or replacement of Dehverables or portrons thereof wrll be addrtronally and automatrcallywarranted as set forth herem All warrantres wrll survrve mspectlon, acceptanc,e and payment

6. No Other Rights Limited

Nottung m the foregorng warrantles wrll be construed to hmrt any other nghts or rernedresotherwrse avarlable to the Crty under tlls Agreement

8.02 Ethics

(1) In addrtron to the foregorng warranoes and representatrons, Consultant warrants

(a) no officer, agent or employee of the Crty rs employed by Consultant or has nfinancral mterest drrctly or rndrrectly rn thrs Agreement or the compensatron to be pard under tlusAgreement except as may be permrtted rn wntrng by the Board of Ethrcs estabhshed under Chapt er 2-156of the Mumcrpal Code

(b) no pa)anent, graturty or offer of employment wrll be made m crnn@tron wrth thrsAgreement by or on behalf of any Sub Consultants to Consultant or hrgher tra Sub Consultants or anyoneassocrated wrth thern, as an rnducement for the award of a subcontract or order

(2) Consultant further acknowledges that atry Ageement entered rnto, negotrated orperformed m vrolatton of any of the provrsrons of Chaptcr 2-156 rs vordable as to the Crty

8.03 Joint rnd Several Liability

ln the event that Consultant, or rts successors or assrgns, rf any, rs eompnsed of more than onerndrvrdual or other iegal entrty (or a comburatron thereof), then and rn that event, each and every oblrgatronor undertakrng herem stated to be fulfilled or performed by Consultant wrll be the .yornt and severalobhgatton or undertalcng ofeach such rndlvrdual or other lEgal entrty

8.04 Businessl)ocuments

At the request of the Crty, Consultant must provrde copres of rts latest artrcles of rncorporatron, by-laws and resolutrons, or partnershrp orJomt venture agreement, as apphcable

8.05 Conflicts of Interest

A. No member of the govermng body of the Crty or other umt of governrnent and noother officer, enrployee or agent of the Crty or other urut of government who exercrses any fi.rnctrons orresponsrbilrtres ln connectron wtth the Servrces to whrch thrs Agreement pertarns rs permrtted to have any

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personal lnterest, drect or mdrct, m thrs Agreement No member of or delegate to the Congress of theUmtod States or the Ilhnors General Assembly and no alderman of the Crty or Crty employee rs allowed tobe admrtted to any share or part of thrs Agreement or to any financml benefit to anse from rt

B. Consultant represents that tt, and to the best of rts knowledge, rts SubConsultantsrf any (Consultant and Sub Consultants wrll be collectrvely referred to rn tlls Sectron 8 05 as "ContractingParties"), presently have no drect or mdrrect rnterest and wrll not acqure any drrect or mdrect rnterest rnany prolect or contract that would conflrct m any manner or degree wrth the performance of rts Serucesunder tlus Agreement

C. Upon the request of the Crty, Contractrng Partres must drsclose to the Crty ther past chenthsts and the names of any cltents wrth whom they have an ongomg relatronshrp Contractrng Partres arenot pemutted to perform any Servrces for the Crty on apphcatrons or other documents submrttod to the Crtyby any of Contractmg Paflres' past or present chents If Contractrng Partres become aware of a conflrct,they must rmmedrately stop work on the asugnment causmg the conflrct and notrff the Crty

D. Wrthout hnltrng the foregorng, rf the Contractrng Partres assrst the Crty rndetermrmng the advrsabrhty or feasrbrlrty of a proJect or m recommendrng, researchrng prepanng, draftrngor rssurng a request for Proposals or brd specrficatrons for a prolect, the Contractrng Partres must notparttcrpate, drectly or rndrrrctly, as a pnme, SubConsultant or lornt venturer rn that proJect or rn thepreparafion of a Proposal or brd for that pro3ect dunng the term of thrs Agreement or afterwards TheContracttng Partres may, however, assrst the Crty rn reuewmg the Proposals or brds for the prolect f noneof the Contractmg Partres have a relattonshrp wrth the persons or enhtres that submrtted the Proposals orbrds for that prolect

E. Further, Contractmg Partres must not asslgn anyperson havmg any conflrctrngmterest to perform any Seruces under ttus Agreement or have access to any confrdentral mformatron, asdescnbed rn Secton 3 09 of thrs Agreement If the Crry by the Commrssroner rn lus reasonable.yudgment,determrnes that any of Contractrng Partres' servlces for others conflrct wrth the Sewrces that ContractrngPartres are to render for the Crty under thrs Agreement, Contractrng Partres must t€rrnmate such otherservlces rmmedrately upon request of the Crty

F. Furthennore, rf any federal funds are to be used to compensate or relmburseConsultant under thrs Agreement, Consultant represents that rt rs and wrll rernaln m comphance wrthfederal restncttons on lobbyng set forth rn Sectron 319 of the Department of the Intenor and RelatedAgenctes Appropnatrons Act for Frscal Year 1990, 3l U S C $ 1352, and related rules and regulatrons setfofih at 54 Fed Reg. 52,309 ff (1989), as amended If federal funds are to be used, Consultant mustexecute a Certrficahon Regardrng [,obbyrng, whrch rs part of the EDS and mcorporated by reference as dfully set forth here.

8.06 Non-liability of Public Oflicials

No officral, employee or agent of the Crty wrll be charged personally by Consultant, or by anyasslgnee or Sub Consultant of the Consultant, wrth any habrlrty or expenses of defense or be heldpersonally hable to thern under any term of provrsron of tLus Agreement, or because of the Crtls executronor attempted executron, or because of any breach hereof

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8.07 EDS / Certification Regarding Suspension and Debarment

Consultant certtfies, as further evrdenced rn the EDS attached as Exlubrt 4, by rts acceptance ofthrs Agreement that netther tt nor rts pnncrpals rs presently debared, suspended, proposed for debarment,declared rnehgrble or voluntanly excluded &om partrcrpatron rn ttls transactron by any fedsral departmentor agency Consultant further agrees by executrng tlus Agreement that rt wrll rnclude thrs clause wrthoutmodrficatton rn all lowff tter transactrons, soLcrtatrons, Proposals, contracts and subcontracts IfConsultant or any lower trer parttcrpant rs unable to certrfu to thrs statement, rt must attach an explanatronto the Agreement

E.08 Payment Card Industry Data Security Standard

Consultant shall at all ttmes dunng the Term of ttus Agreement be comphant wrth the PaymentCard krdustry ("PCI') Data Securtty Standard to the extent apphcable to the Servrces and shall beresponstble for the secunty of the payment cardholder data rn rts possessron Conzultant shall provrde Crtysuch mformatton as the Crty may reasonably requrre regardrng Consultant's complnnce wrth such PCIrequ[ernents, mcludrng, at a mtrumum, an annual certrficate of comphance by Consultant wrth the PCIData Secunty Standard In the event of Consultant's non-comphance wrth the PCI Data Secunty Standard,Consultant wrll promptly perform, at Consultant's expense, all curatrve measures necessary to remedy suchnon-comphance

For further detarls regardrng thrs standard go tohttps //wwrv pcrsecuntystandards orgy'secuntv_standardVpcr_dss shtml

8.09 Information TechnologyAccessibility Standards

Consultant shall at all trmes dunng the Term of tlus Agreement be comphant wrth the IlhnorsInfomratron Technology AccessrbrlrtyAct to the extent apphcable to the Seruces In the event ofConsultant's non-complmnce wrth the Informatron Technology AccessrbilrtyAct, Consultant wrll promptlyperform at Consultant's expense, all curatrve mfftsures necessary to remedy such non-comphance

Further detarls regardrng these standards are currently avarlable athttp //www dhs state tl uVpage aspx?rtem=32765

ARTICLE 9. RISK MANAGEMENT

9.01 Consultant'slnsurtnce

Consultant must provrde and marntatn at Consultant's own expense, until contract completron anddunng the trme perrod followrng completron rf Consultant rs requrred to return and perform any addrtronalwor\ the lnsurance coverages and requrrements specdied rn Exlubrt 2, msunng all operatlons related tothe Agreement

9.02 Indemnification

A. General Indemnification

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I Consultant must defend, rndemmfu, and hold harmless the Crty, rts officers,representatlves, elected and appornted offiuals, agents and employees from and agarnst any and all Insses,rncludrng those related to

G) m;ury, death or damage of or to any person or property,

(b) Consultant's farlure to perform or cause to be performed Consultant's promrsesand obltgattons as and when requred under tlus Agreement, rncludrng Consultant's farlure to perform rtsobhgatrons to any Sub Consultant,

(c) the Ctty's exercrse of rts nghts and remedres under Sectron 1l 02 of ttusAgreement,

(d) rnJunes to or death of any employee of Consultant or any SubConsultant underany workers compensatton statute, and

(e) mfnngement or alledged rnfnngement by any part of the Consultant'sDehverables of any patent or copynght or other propnetary nghts

2 "Lasses" means, mdrvrdually and coilectrvely, habrlrtres of every lond, rncludrng losses,damages and reasonable costs, payments and expenses (such as, but not hmrted to, court costs andreasonable attomeys' fees and drsbursements), clarms, demands, actlons, surts, proceedrngs,.ludgments orsettlernents, any or all of whrch m any way anse out of or relate to Consultant 's breach of thrs Agreementor to Consultant's neghgent or otherwrse wrongful acts or onusstons or those of rts officers, agents,employees, consultants, Sub Consultants or hcensees

3 At the Crty Corporatton Counsel's optron, Consultant must defend all surts brought uponall such losses and must pay all costs and expenses mcrdental to them, but the Crtyhas the nght, at 1ts

optron, to parbctpate, at tts own cost, rn the defense of any surt, wrthout rehevrng Consultant of any of rtsobhgatrons under tlus Agreement Any settleinent must be made only wrth theprror wntten consent of theCrty Corporatton Counsel, rf the settlernent requres any actron on the part of the Crty.

4 To the extent perrrussrble by law, Consultant warves any hmrts on rts obhgatrons todefend, rndemmfu, hold harmless, or contrrbute to any sums due under any l,osses, rncludrng any clarm byany employee of Consultant that may be sub.;ect to the Workers Compensatron Act, 820 ILCS 30511 et seqor any other law orludrcral dectston (such as, Koteckr v Cyclops Weldrng Corporatron, 146 Ill 2d 155( I 99 1 )) The Crty, however, does not walve any hmrtatrons rt may have on rts habrlrty under the IlhnorsWorkers Compensatton Act, the lllmors Pensron Code, or any other statute or.;udrcral decrsron

5 The rndernntttes tn thrs sectlon suruve the expratton or termrnatron of thrs Agreement formatters occrunng or ansmg dunng the term of thrs Agreement or as the result of or dunng Consultant'sperformance of Servtces beyond the term Consultant acknowledges that the requuements set forth rn ttussectlon to defend, rndanmff, and hold harrnless the Crty are apart from and not hmrted by the Consultant'sdutues under thrs Agreement, tncludrng the rnsurance requrrements rn Exlubrt 2 of thrs Agreernent

B. ProprietaryRightslndemnification

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1 The Consultant wrll rndemrufy, defend and hold completely harmless the Crty Indemmtees fromand agamst any Losses relatmg to or ansrng out of mfrmgement or alleged mfnngement by any part of theConsultant's Deltverables of any patent or copynght or other propnetary nghts, provrded however, that thrsrndemmficatron provrslon wrll Q) not apply to an mfnngement or alleged rnfnngement caused by anymodrficatton or alteratron of the Consultant's Dehverables not approved by Consultant, rf, but only to theextent that, the rnfnngement would not have occurred but for such modrficatron or alteratron

2 Promptly after the Consultant recerves wntten notrce of any claun, actron, surt or proceedrngwhrch rs sublect to rndemmficatlon under tlus Sectron, Consultant must (l) nctrs the Crty that Consultantwdl undertake the defense thereof, and 0, retam legal counsel reasonably satrsfactory to the Clty toconduct the defense thereof The Consultant and the Crty wrll cooperate wrth the party whrch undertakesthe defeirse of zuch clatm, actron, surt or proceedrng m any rnanner that zuch party reasonably rquests ofthe other hr the event that the Consultant farls to undertake rts defense or subsequently abandons rtsdefense, the Crty may (but rs not obhgated to) defend, comprofiuse or settle such claun, actlon, surt orproceedmg at Consultant's expense. The Consultant wrll not compromrse or settle any clarm, actron, surtor proceedmg m whrch any rehef other than the payment of money damages rs sought agarnst the Cltywrthout the pnor wntten consent of the Crty

3 h the event of any clarrn, actron, surt or proceedrng, the Consultant wrll successfully defend such,and (D obtan the nght for the Crty to contrnue usrng the rnfrrngrng product or propnetary property, or (rr)modrfy the Consultant's Deltverables at Consultant's cost to make rt non-mfrrngng, wrthout materral lossof functron or utrlrtyand wrthout a materral lncrease rn operatmg costs, or (rn) rqlace the rnfrrngrngmaterral wrth matenals contamrng at least equrvalent functronalrty as the rnfrrngung materral

Limitation of Liability

The Crty and the Consultant agree that the Consultant's habrlrty for damages ansmg from thrsAgreement and the performance thereof shall not exceed three trmes the Maxrmum Task Order Requestcompensatton value as estabhshed rn Sectron 6 07 provrded that, such hmrtatron does not apply to tturd partyclarms covered by the rndemruty provrslons set forth above, losses of whatever nature wtuch the Crty may suffaon account of Consultant's gross negltgence or wrllful mrsconduct or wluch anse from Consultant's breach of rtswarranty obhgatrons and losses of whatever nature that are covered under the rnsurance polrry Consultant hasbeen requued to obtarn under tlus Agreement It shall be further agreed by Crty and Consultant that based onTask Order Request descnptron and complexrty, the CIO and CPO reserve the nght to revrse the monetaryhmrtatton placed on any Task Order Request generated. Such revrsed hmrtatron wrll be rdentrfiod rn the TaskOrdo Request

ARTICLE 10. DISPUTES

Except as otherwrse provrded rn t}rs Agreement, Consultant must and the Crty may brrng anydrqpute ansmg under tkus Agreernent wluch rs not resolved by the partres to the CPO for decrsron basedupon the wntten submrssrons of the partres (A copy of the "Regulatrons of t}re Department ofProcurement Servrces for Resolutron of Drsputes between Consultants and the Crty of Ctucago" rs

avarlable rn Crty Hall, 121 N. I-aSalle Street, Room 301, Brd and Bond Room, Clucago, Ilhnors 60602)

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The Chref Procurement Officer wrll rssue a wntten decrsron and send rt to the Consultant by marl Thedectsron of the CPO rs final and brndrng The sole and exclusrve remedy to challenge the decrsron of theCPO rs ludrcral revrew by means of a common law wrrt of certroran

The Consultant wrll not wrthhold performance of any Servrces and the Crtywrll not wrthhold anyundrsputed payments dunng the drspute resolutron penod The CPO's wntten determrnatron rnust becomphed wrth pendrng anyludrcral revrew of the drspute

ARTICLE 11. EVENTS OF DEFAI.ILT, REMEDMS, TERMINATION, SUSPENSION AI\DRIGHT TO OFFSET

11.01 Events of Default

A. Defined

The followrng constrtute events of default

I Any rnatenal rrusrepresentatron, whether neglrgent or wrllful and whether rn themducement or ur the performance, made by Conzultant to the Crty

2 The Consultant's matenal farlure to perform any of rts obhgatrons under the Agreementmcludrng, but not hmrted to, the followrng

a Inabrlrtyto perform the Seruces satrsfactonly as a result of msolvency, filurg forbankruptcy or asstgnment for the benefit of credrtors,

b Farlure to comply wrth a matenal term of ths Agreement, rncludmg but notlmtted to the provtslons concerrung rnsurance and nondrscnmlnatlon,

c Farlure to have and marntarn all professronal hcenses requuod by law to performthe Servrces,

d Farlure to trmely perform the Servrces,

e Farlure to promptly re-perform, as requred, wrthun a reasonable trme and at nocost to the Crty, Servrces that are relected as erron@us or unsatrsfactory,

f Drsconttnuance of the Servrces for reasons wrtlun Consultant's reasonable control,

g Farlure to promptly update EDS(s) furmstred rn connectron wrth thrs Agreementwhen the mformatton or responses contained m lt or them rs no longer complaeor accurate, and

h Any other acts specrfically and expressly stated m tfus Agreeme,lit as constrtutmgan event ofdefault

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For Servrces or Dehverables provrded m response to an Advrce TOR

a Farlure to perform the Servrces wrth suffiqent persormel and equrpment or wrthsuffiqent matenal to ensure the satrsfactory performance of the Servrces,

b Farlure to perform the Servrces rn accordance wrth the standard of performancerequued by thrs Agreement or to the level specrfied rn the Task Order their rneffect,

Farlure to promptly perfonn agarn Servrces wluch were re.lected as erroneous orunsatrsfactory,

Dtscontrnuance of Servrces for reasons wrtlun Consultant's reasonable control,

For Dehverables provrded m response to a Results TOR

Farlure to meet the functronal specrficatrons and/or Acceptance Cntena for anyone or more Dehverables wrttun the trme frame specrfied rn the Task Order,

Farlure to meet or comply wrth the warranty provrslons contamed herem

Farlure to promptly perform agarn Servrces whrch were re.;ected as erroneous orunsatrsfactory,

Fadure to perform the Servrces wrth sufficrent personnel and equrpment or wrttrsufficrent matenal to ensure the sahsfactory perforrrance of the Servrces,

5. Any change m ownerslup or control of the Consultant wrthout the pnor approval of theCPO (when such pnor approval rs permrssrble by law), whrch wrll not be unreasonablywrthheld.

6 The Consultanl's default trnder any other agreement lt may presently have or may enterrnto wtth the Crty dunng the hfe of thrs Agreement The Consultant acknowledges andagrees that m the event of a default under tlus Agreement the Crty may also declare adefault under any such other agreements

7 Consultant's vtolatron of Crty ordrnance(s) unrelated to performance under the Agreernentsuch that, rn the opmton of the CPO, rt rndrcates a wrllful on reckless drsregard for Crtylaws and regu.latrons

8 Consultant's farlure to update rts EDS to reflect any changes m mforrnaflon, rncludrngchanges rn ownerslup, and to provrde rt to the Crty as provrded under Sectron 7 01

B. I)eclaration of Default

The occurrence of any event of default permrts the Crty, at the Crty's sole optron, to declareConsultant rn default The CPO may m tus sole drscretron grve Consultant an opportuilty to cure t}te

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default wrtlun a certarn penod of trme, wtuch penod of trme must not exceed 30 days unless extended bythe CPO Whether to declare Consultant rn default rs wrthrn the sole drscretron of the CPO and nerther thatdecrsron nor the factual basrs for rt rs sublect to revrew or challenge under the Drsputes prov$lon of thrsAgreement

The CPO wrll gve Consultant wntten notrce of the default, erther rn the form of a cure notrce("Cure Notice"), or, tf no opporturutyto cure wrll be granted, a default notrce ("Default Notice") If theCPO grves a Default Nottce, he wrll also mdrcate anypresent rntent he may have to termrnate ttusAgreement, and the decmron to terrunate rs final and effectrve upon grung the notrce If the CPO decrdesnot to tsrmrnate, tlrrs decrsron wtll not preclude tum from later decrdrng to tenrunate the Agreement m alater notrce, wtuch wrll be final and effectrve upon the gtvmg of the notrce or on the date set forth rn thenotlce, wluchever rs later The CPO may glve a Default Notrce f Consultant farls to effect a cure wrttunthe cure perrod grven m a Cure Notrce When a Default Notrce wrth rntsrt to termrnate ls grven asprovrded rn tbrs Sectron I 1 0l and Artrcle 13, Consultant must drscontmue any Servrces, unless otherwrsedrrected m the nottce, and deltver all rnaterrals accumulated rn the performance of tlus Agreement, whethercompleted or m the process, to the Crty

L1.02 Remedies

A. General

If the Consultant has farled to cure a default wrthrn the penod granted by the CPO, or theCPO has declared an event of default, the Crty may rnvoke any or all of the followrngremedres

a The nght to take over and complae the Servrces, or any part of them, atConsultant's expense and as agent for Consultant, erther drrectly or through others, andbrll Consultant for the cost of the Servrces, and Consultant must pay the drfferencebetween the total amount of ttus brll and the amount the Crty would have pard Consultantunder the terms and condrtrons of thrs Agreement for the Seruces that were assumed bythe Crty as agent for Consultant under ttus Sectron I I 02

b The rrght to terrmnate tlus Agreernent as to any or all of the Servrces yet to beperformed effectrve at a tlme specrfied by the Crty

c The nght to seek specrfic performance, an ln1unctron or any other appropnateequrtable remedy

d The nght to seek money damages

e The nght to wrthhold all or any part of the Consultant's compensahon.

ob

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The rrght to declare the Consultant rn default under exntmg Crty contracts

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2 b addrtton, upon the $ung of notrce of a declaratron of default under an Advrce TOR asprovrded hereln, the Crty may mvoke any or all of the followrng remedres

a The nght to take over and complae the Seruces or any part thereof as agent forand at the cost of the Consultant, either drectly or through others

b The nght to requrre the Consultant to drscontrnue any Servrces and dehver allmaterrals accumulated rn the performance of thrs Agreement, whether completed or m theprocess, to the Crty

3 In addrtton, upon the $vmg of notrce of a declaratron of default under a Results TOR asprovrded herern, the Crty may

a Obtarn the Results by contractng to purchase results m subsitutron for those to beobtarned under the Results TOR and recovenng from the Consultant as damages thedrfference between the cost of cover and the Budget, together wrth any rncrdental orconsequentral damages

b Recetve the drfference between the value of the Results actually furmshed and thevalue of the Results rf they had been as warranted

c Recover rts rncrdental damages resultrng from the Consultant's breach rncludrngthose expenses reasonably mcurred m mspectron and recerpt of goods nghtfully re;ected,and rn connectron wtth effectrng cover and any other reasonable expense rncrdent to thedelay or other breach

B. City's Reservation of Rights

If the CPO consrders rt to be rn the Crty's best rnterests, he may elat not to declare default or totermrnate the Agreement hereunder The partres acknowledge that thrs provlslon rs solely for the benefit ofthe Crty and that rf the Crty permrts the Consultant to contmue to provrde the Servrces desprte one or moreevents of default, the Consultant wrll m no way be reheved of any of rts responsrbrlrtre, dutres orobhgatrons under thrs Agreement nor wrll the Crty warve or rehnqursh any of rts nghts

C. Remedies Nonexclusive

The remedtes under the terrrs of the Agreernent are not rnte,lrded to be exclusrve of any otherremedtes provtded, but each and every such rernedy wrll be cumulatrve and wrll be rn addrtron to any otherrernedres, extstrng now or hereafter, at law or equtty No delay or ormssron to exercme any nght or poweraccrumg upon any event of default wrll tmparr any such nght or power nor wrll rt be constnred as a walverof any eve,lrt of default or acqurescence thetrern, and every such nght and power may be exercrsed fromtlme to trme and as often as maybe deemed expedrent

f 1.03 Early Termination

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(a) In addrtron to terrfinatlon under Sectrons I I 01 and 1 1 02 of tlus Agreement, the Crty maytermrnate thrs Agreement, or all or any portron of the Serqces to be performed under rt, at any trme by anotrce m wntrng from the Crty to Consultant The Crty wrll grve notrce to Consultant m accordance wrththe provtstons of Artrcle 13 The effectrve date of termrnatron wrll be the date the notrce rs recerved byConsultant or the date stated m the notrce, wluchever rc later If the Crty elects to termtnate ttus Agreementrn full, all Servrces to be provrded under rt must cease and all matenals that may have been accumulated mperformrng thrs Agreement, whether completed or rn the process, must be dehvered to the Crty effectrve l0days after the date the notrce rs consrdered recerved as provrded under Artrcle 1 3 of thrs Agreernent (rf nodate rc glven) or upon the effectrve date stated rn the notrce

(b) After the notrce ts recetved, Consultant must restnct 1ts actlvttles, and those of rts SubConsultants, to wmdmg down any reports, analyses, or other actrvrtres prernously begun No costsrncurrod after the effectrve date of the termrnatron are allowed. Payrnent for any Servrces actually andsatrsfactonlyperformed before the effectrve date of the terrrunatron rs on the same basrs as set forth mArtrcle 6, but rf any compensatlon rs descnbed or provrded for on the basrs of a penod longer than l0 days,then the compensatron must be prorated accordrngly No arnount of compensatlon, however, rs permrttedfor antrcrpated profits on unperformed Servrces The Crty and Consultant must attempt to agree on theamount of compensatron to be pard to Consultant, but rf not agreed on, the drspute must be settled rnaccordance wrth Artrcle 10 of thrs Agreernent The payment so made to Consultant rs rn full settlement forall Servrces satrsfactonly performed under thrs Agreement

(c) Consultant must rnclude m lts contracts wrth Sub Consultants an early termrnatlonprov$lon m form and substance equrvalent to thrs early termrnahon provrsron to prevent clarms agamst theCrty ansrng from terrmnatton of subcontracts after the earlytermrnatron Consultant wrll not be Enhtled tomake any earlytermrnatron clarms agarnst the Crty resultrng from any Sub Consultant's clarms agamstConsultant or the Crty

(d) If the Crty's electron to terrunate thrs Agreement for default trnder Sectrons I I 01 andl1 02 rs deterrilned rn a court of competentlundrctron to have been wrongful, then rn that case theterrrunatron ts to be constdered to be an early termrnatron under ttus Sectron I I 03.

11.04 Suspension

The Crtymay at any ttme request that Consultant zuspend rts Servrces, or any part of thun, byglvmg 15 days pnor wntten nohce to Consultant or upon rnfonnal oral, or even no notrce, m the event ofemergency No costs rncurred after the effectrve date of such suspenston are allowed Consultant mustpromptly resume tts perforrrance of the Servrces under the same terms and condrtrons as stated m thrsAgreement upon wntten nottce bythe CPO and such equrtable extensron of trme as maybe mutuallyagrd' upon by the CPO and Consultant when necessary for contmuatlon or completron of Servrces Anyaddrtronal costs or expenses actually rncuned by Consultant as a result of recommencrng the Servrces mustbe treated m accordance wrth the compensatron provrsrons under Artrcle 6 of thrs Agreement

No suspenston of thrs Agreement rs permrtted rn the aggregate to exceed a penod of 45 dayswtthm any one year of tlus Agreement If the total number of days of suspensron exceeds 45 days,Consultant by wntten notlce to the Crty may treat the suspensron as an early termrnatron of ttus Agreementunder Sectron 11 03

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11.05 Right to Offset

(a) In connectton wrth Consultant's performance under thrs Agreement, the Crty may offsetany lncremental costs and other damages the Crty rncurs ln any or all of the followrng crcumstances

G) rf the Crty termlnates ttus Agreement for default or any other reason resultrngfrom Consultant's perforrnance or non-performance,

0r) rf the Crty exercrses any of rts remedres under Sectron 1 I 02 of thrsAgreement,

(ut) rf the Crtyhas any credrts due or has made any overpayments under thrsAgreement

The Crty may offset these rncremental costs and other damages by use of any payment due forSeruces completed before the Crty termrnated ttus Agreement or before the Crty exercrsed anyremedresIf the amount offset rs msufficrent to cover those mcremental costs and other damages, Consultant rs hablefor and must promptly remrt to the Crty the balance upon wntten demand for rt Ttus nght to offset rs maddrtron to and not a hmrtatron of any other remedres avadable to the Crty

(b) As provrded under $ 2-92-380 of theMumcrpal Code, the Crtymay set off fromConsultant's compensahon under tbus Agreement an amount equal to the amount of the fines and penaltresfor each outstandtng parhng wolafion complamt and the amount of any debt owed by Consultant to theCrty as those ttahcrzed terms are defined m the Murucrpal Code

(c) In connectton wrth any hqurdated or unhqurdated clarms agamst Consultant, and wrthoutbreactung ttus Agreement, the Crty may set off a portron of the pnce or compensatron due under ttusAgreement m an amount equal to the amount of any hqurdated or unhqurdated clarms that the Crtyhasagamst Consultant unrelated to thrs Agreement When the Crty's clarms agamst Consultant are finallyad;udrcated rn a court of competent lunsdrctron or otherwrse resolved, the Crty wrll rermburse Consultantto the extent of the amount the Crty has offset agamst ttus Agreement mconsrstentlywrth suchdeterrunatron or resolutron

ARTICLE 12. GENERAL CONDTTIONS

12,01 Entire Agreement

A. General

The Consultant acknowledges that ttus Agreement, and the Exhtbrts attached to and rncorporatedrn the Agreemant, constttute the enttre agreement between the partres and no other warranfies,mducements, constderatrons, pro[uses, or mterpretahons wrll be rmpliod or rmpressed upon thrsAgreement that are not expressly addressed m the Agreement

B. No Collateral Inducements

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The Consultant agrees that, except only for those representatrons, statements, or prorrusesexpressly contarned rn thts Agreement, and any exlubrts attached to thls Agreement and mcorporated byreference, no representatton, statement or pronuse, oral or n wntrng or of any lcrnd whatsoever, by thg|Crty, rts offiuals, agents, or employees, has rnduced Consultant to enter rnto tlls Agreement or has beenrehed upon by Consultant mcludrng any wrth reference to (r) the rnearung, correctness, surtabrlrty orcomplete,ness of any provrstons or requfernents of tbrs Agreement, (u) the nature of the Senaces to beperfomred, (rrr) the naturg quantlty, quahty or volume of any materrals, equrpment, labor and otherfactltttes, needed for the performance of tlus Agreernent, (rv) the general condrtrons whrch rDay m any wayaffect tlus Agreement or rts performance, (v) the compensatron provrsrons of the Agreement, or (vr) anyother matters, whether srmrlar to or drffqent from those referred to rn (r) thrangh (v) rmmedrately above,affectrng or havrng any connectron wrth thrs Agreement, rts negotratron, or rts performance

C. No Omissions

The Consultant agrees t}rat lt was grven ample opporturuty and tlme to revlew and was asked bythe Crty to revlew thoroughly all documents formrng ttus Agreement pnor to executron of thrs Agreementtn order that rt mrght request tnclusron rn thrs Agreement of any staternent, representatron, pro[use orprouslon wluch rt desrred or on wluch rt wrshed to place rekance, that rt drd so revlew those documents,and that erther every such statement, representatron, proruse or provslon has been rncluded rn tlusAgreement or else, rf omrtted, that Consultant expressly rehnqurshes the benefit of any omrtted statanent,representatron, pronuse or provrston and ts wrlhng to perform thrs Agreement rn rts entrdy wrthoutclarmrng rehance thereon or malong any other clarm on account of such onussron

12.02 Counterparts

Tlus Agreement rs compnsed of sweral rdentrcal counterparts, each to be fully executed by the'partres and each to be deerned an ongrnal havrng rdentrcal legal effect

12.03 Amendments

No changes, amerrdments, modrficattons or drscharge of thrs Agreement, or any part of rt are vahdunless m wntrng and srgned by the authonzed agent of Consultant and by the Mayor, Comptroller, andCPO of the Crty or ther respectrve successors and assrgns The Crty rncurs no habrlrty for AddrtroralServrces wtthout a wnttsr amendment to thrs Agreerrent under tlus Sectron 12.03.

Whenever under ttus Agreernent Consultant rs requred to obtarn the Crty's pnor wntt€n approval,the effect of any approval that may be granted pursuant to Consultant's rbquest ts prospectlve only from thelater ofthe date approval was requested or the date of approval rs granted ln no event rs approvalpermrtted to apply retroactrvely to a date before the approval granted

12.04 Governing Law and Jurisdiction

Thrs Agreement wrll be govemed as to performance and rnterpretatron ur accordance wrth the lawsof the State of Ilhnors The Consultant rrrevocably submrts rtself to the ongrnal;unsdrctron of those courtslocated wtthun the County of Coolg State of Ilhnors, wrth regard to any controversy ansmg out of, relatmg

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to, or ln any way concefiung the executron or performance of ttus Agreement The Consultant agrees thatserwce of process on the Consultant may be rnade, at the optron of the Crry erther by regrstered or certrfiedmarl addressed to the apphcable office as provrded for rn tlus Agreement, by regrstered or certrfied marladdressed to the office actually mamtaned by the Consultant, or by personal dehvery on any officer,drrector, or runagmg or general agent of the Consultant If any actron rs brought by the Consultant agamstthe Crty concerrung ttus Agreement, the actron wrll only be brought m those courts located wrthrn theCounty of Cook, State of Illurors

12.05 Severability

If any provrston of thts Agreement rs held or deemed to be or rs m fact mvahd, rllegal, moperatlveor unenforceable as apphed m any parttcular case rn anylunsdrctron or rn all cases because rt conflrcts wrthany other prousron or provlslons of tlls Agreement or'of any constrtutlon, statute, ordrnance, rule of law orpubhc pohcy, or for any other reason, those crrcumstances do not have the effect of renderrng the provrsronm questron rnvaltd, rllqal, uroperattve or unenforceable rn any other case or crcumstances, or of rendenngany other provlslon or provrslons m thrs Agreement mvahd, rllqal, moperatrve or unenforceable to anyextent whatsoever. The rnvahdrty, rllegalrty, rnoperatrveness or unenforceabrhty of any one or morephrases, sentences, clauses or sectrons rn ttus Agreement does not affect the remarmng portrons of thrsAgreement or any pat of rt

12.06 Interpretation

Any headrngs of thrs Agreement are for conveilence of reference only and do not define or hmrttts provtstons Words of any gender wrll be deemed and construed to rnclude correlatrve words of theother gender Words tmportrng the srngular number wrll rnclude the plural number and vrce versa, unlessthe context otherwrse mdrcates. All references to any exlubrt or document wrll be deemed to rnclude allsupplements and./or amendments to any exirrbrts or documents entered rnto m accordance wrth the termsand condttrons of such exlubrt or document All re,ferences to any person or entlty wrll be deemed tomclude any person or entrty succeedmg to the nghts, dutres, and obhgatrons of such persons or entrtres rnaccordance wrth the terms and condrtrons of ttus Agreement

12.07 ContractDocuments

In the event of any mconslstency or conflrct between the terms and condrtrons of Artrcles Ithrough l4 of thrs Agreement and the Exhrbrts of thrs Agreement, the Artrcles of thrs Agreement wrllprevad

12.0t Assigns

AII of the terms and condrhons of thrs Agree,rrent wrll be brndrng upon and mure to the benefit ofthe partres to thrs Agreement and therr respectrve legal representatrves, successors, transferees and asslgns.

12.09 Cooperation

Consultant must at all trmes cooperate fully wrth the Crty and act m the Crty's best rnterests If thrsAgreanent rs termrnated for any ro,Non, or rf rt rs to exprre on lts own terms, Consultant must make everyeffort to ensure an orderly transrtron to another irrovrder of the Servrces, rf any, orderly demobrhzatron of

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Its own operatrons m connectlon wlth the Servrces, umntemtpted prouslon of Servrces durrng anytransttton penod and must otherwrse comply wrth the reasonable requests and requrements of theDepartment rn connectron wrth the termrnatron or exp[atron

12.10 Waiver

Nottung m tlus Agreement authonzes the warver of a requrernent or condrtion contrary to law orordrnance or that would result m or promote the vrolatron of any federal, state or local law or ordrnance

Whenever under ttus Agreement the Crty by a proper authonty warves Consultant's performance rnany respect or walves a requrerrent or condrtron to erther the Crty's or Consultant's performance, thewalver so granted, whether express or rmplted, only apphes to the partrcular rnstance and rs not a walverforever or for subsequent rnstances of theperformance, requrement or condrtion No such walver N amodtficatton of thrs Agreement regardless of the number of trmes the Crtymay have warved theperformance, requrement or condrtron Such warvers must be provrded to Consultant rn wntrng

12.11 Independent Consultant

(1) Ttus Agreement rs not rntended to and does not constltutq create, grve nse to, orotherwtse recogruze a lomt venture, partnerstup, corporafion or other formal busmess assocratlon ororgaruzatron of any krnd between Consultant and the Crty The nghts and the obhgatrons of the partres areonly those set forth rn ttus Agreement Consultant must perform under thrs Agreement as an mdependentCorsultant and not as a rqresentatrve, employee, agent, or partner of the Crty

(2) Ttus Agreement rs between the Crty and an rndependent Consultant and, rf Consultant Nan rndrvtdual, nottung provtded for under thrs Agreement constrtutes or urphes an employer-employeerelatronshrp such that

0) The Crty wrll not be hable under or by reason of tlus Agreement for the paynentof any corrpensatlon award or damages rn connectron wrth the Consultant performrng the Servrcesrequrred under tlus Agreement

0l) Consultant ts not entrtled to memberstup m any CrtyPensron Fund, GroupMedrcal Insurance Progranr, Group Dentai Program, Group Vrsron Carg Group Lrfe kuuranceProgram, Deferred lncome Program, vacatlon, srck leave, extended srck leave, or any otherbenefits ordrnanly provrded to rndrvrduals employed and pard through the regular payrolls of theCtty

(u0 The Crty rs not requrred to deduct or wrthhold any taxes, FICA or otherdeductrons from any compensatron provrded to Consultant

(") Shakman Accord

(r) The Crty rs sublect to the May 31,2007 Order entrtled "Agreed Settlernent Orderand Accord" (the "Shalonan Accord") and the Jwe24,201 1 "Crty of Chrcago Hrnng Plan" (the

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"CttyHrrng Plan") entered rn Shakman v Democratrc Orgamzatron of Cook County, Case No 69C 2145 (Umted State Dtstnct Court for the Northem Drstnct of llhnors) Among other ttungs, theShalanan Accord and the Crty Hrnng Plan protubrt the Crty from hrnng persons as governmentalemployees m non-exempt posttrons on the basrs of polrtrcal reasons or factors

(d Consultant rs aware that Crtypohcy prohbrts Crty employees from drectrng anyrndtvrdual to apply for a posrtron wrth Consultant, erther as an employee or as a subConsultant,and from drrectrng Conzultant to llre an mdrvrdual as an employee or as a SubConsultant.Accordrngly, Consultant must follow rts own hrnng and contractmg procedures, wtthout bemgmfluenced by Crty employees Any and all personnel provrded by Consultant under ttus Contractare employees or SubConsultants of Consultant, not employees of the Crty of Chrcago ThrsContract rs not rntended to and does not constrtutg create, grve nse to, or otherwrse reaogmze anemployer-employee relattonstup of any krnd between the Crty and any personnel provrded byConsultant

(r,D Consultant wrll not condrtron, base, or knowrngly pre3udrce or affect any term oraspect of the emplolment of any personnel provrded under thrs Contract, or offer employment toany rndtvrdual to provrde servrces under ttus Contract, based upon or because ofany polrtrcalreason or factor, rncludrng, wtthout hmrtahon, any mdrudual's polrtrcal affihahon, membershrp ma polrtrcal orgaruzahon or party, polrtrcal support or actrvrty, polrtrcal financral contnbutrurs,proiluses of such polrtrcal support, actruty or financral contnbutrons, or such rndrvrdual's polrtrcalsponsorslup or recommendatton For purposes of thrs Contract, a polrtrcal orgamzatron or party rsan rdentrfiable group or entrty that has as rts prunary pu{pose the support of or opposrtron tocandrdates for eleted pubhc office lndrvrdual polrtrcal actrvrtres are the actrvrtres of rndrvrdualpersons m support of or tn opposttton to polrtrcal orgaruzatrons or parhes or candrdates for electedpubhc office

Gv) In the event of any communlcatron to Consultant by a Crty employee or Crtyofficral m vrolatton of Sectron 12 1 1 (c)Qr) above, or advocahng a vrolahon of Sechonl2 1l(c)(rrr) above, Consultant wrll, as soon as rs reasonablypractrcable, report suchcommurucatton to the Hurng Oversrght SecJron of the Crty's Office of the Inspector General, andalso to the head of the relevant CrtyDepartment utrhang seruces provrded under tlus ContractConsultant wrll also cooperate wrth mqurres by IGO Hrnng Oversrght or Shakrnan's Morutor'sOffrce related to contract.

12.12 Electronic Ordering and Invoicing

The Consultant shall cooperate m good farth wrth the Crty m rmplementmg electromc ordenng andmvolclng, rncludrng but not hmrted to catalogs, purchase orders, releases, and rrvorces Consultant shallaccept electrontc purchase orders and releases upon rquest of the Chref Procurement Officer. Consultantshall provrde the Crty electroruc catalogs, copres of rnvorces and other electroruc documents upon request.The electroruc orderrng and rnvotce documents shall be m a format specrfied by the Crty and transmrttedby an electronlc means specrfid bythe Crty Such electronc means may mcludg but are not kmrted to,dtsks, e-rnarl, EDI, FTP, web srtes, and thrrd party electromc servtces The Chref Procurement Officerreserves the nght to change the document format and/or the means of transmrssron upon wntten notlce tothe Consultant Consultant shall ensure that the essentral rnformahon, as determned by the Chref

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Procurement Officer, rn the electromc document, corresponds to that rnformatron submrtted by theConsultant m tts paper documents The electromc documents shall be m addrtron to paper documentsrequred by ttus contract, however, by wntten notrce to the Consultant, the Ctuef Procurement Officer maydeem any or all of the electrontc ordenng and mvorce documents the officral documents and/or ehmrnatethe requuernent for paper ordenng and rnvorce documents

12.13 Participation by Other Local Government Agencies

Other local government agencles may be ehgrble to partrupate rn thrs Agreement purzuant to theterrns and condtttons of tlus Agreement rf such agencres are authonzed, by law or ther governmg bodres,to execute such purchases, and rf such authonzatron rs allowed by the Crty of Chrcago's ChrefProcurement Offtcer, and tf such purchases have no net adverse effect on the Crty of Cllcago, and result rnno dtmrushed servrces from the Consultant to the Crty's user departments pursuant to such purchases.Examples of such Local Government Agencres are Board of Educatron, Chrcago Park Drstnct, CrtyColleges of Chtcago, Clucago Transrt Authonty, Chrcago Housmg Authonty, Chrcago Board of Electrons,Metropolrtan Pter and Exposrtron Authonty (McCormrck Place, Navy Prer), and the Mumcrpal CourtsSard purchases shall be made upon the rssuance of a purchase order dretly from the Local GovernmentAgency The Ctty will not be responsrble for payment of any amounts owed by any other LocalGovernment Agencres, and will have no habrlrty for the acts or ofiusslons of any other L,ocal GovernmentAgency

12.14 No Third ParW Beneficiaries

The partres agree that tlus Agreement rs solely for the benefit of the partres and notllng herem rcrntended to create any thud party beneficrary nghts for Sub Consultants or other tlurd partres

ARTICLE 13. NOTICES

Notrces provrded for herem, unless expressly provrded for otherwrse ln thts Agreement, wrll be rnwntmg and may be delivered personally or by placrng rn the Umted States mail, frst class and cerfified,return recerpt requestod, wrth postage prepard and addressed as follows

If to the Crty Department of Innovatron and TechnologySurte 2700, Daley Center50 W Washngton StreetChrcago, Ilhnors 60602Atte,ntron Chref Informatron Offi cer

Wrth Copres to Department of Procureme,nt ServrcesRoom 806, CrtyHall121 North LaSalle StreetClucago,Ilhnors 60602Attentron Ctuef Procurement Officer

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Departnent oflawRoom 510, Cityllalll2l Norttr LaSalle Street

Chicago,lllinots 0602Attention: Corporatron Counsel

Crowe Horwath LLP3ffiHFffiIFgHd.-*sffi

Attcntion: Jeanne Owings

'?o t/J(.gr Ma&tson ,1u'lo1ooAttc-A{0, lL ledr'Oz

,,)B'\t

)k 8f," consurtant:

Changes in the abovorcferenced addresses must be in writing and delivered in accordance with the

provisions of this Article B

Notices delivered by mail will be deemed received three (3) dayafter mailing in accordancr with this

Section. Notices delivered personally will be deemed efrective upon rGcelpt.

ARTICLD 14. AUTHORIIY

l40l City Autbority

This Agreement is entered iilo by the City in accordance with the Municipal Furo-hasing Act for

cities of 500,000 or more population, as contained in 65 ILCS 5/tl0'l 9t 19fl., as amcnded, ard with tbe

Municipal Code of Chicago, as amended.

14.U2 Concultant's Authorlty

Execution of this Agreement by the Consultant is authorized by a resolution of ie Board ofDirectors, rf a corporation, urd the signature(s) of each p€tson sigring on behalf of the Consultant hsve

been made with conrplete and firll authority to commit fhe Consultant to[ terms urd conditions of this

Agreemen! including each and €very r€pnesentation, certification and warranty contained herem' inoluding

without limitation such representations, certificetions and warranties collocfively attashed to fftis

Agreenrent and furorporatua UV reference. If this Agreemcnt b cxecutcd by an offrcer otlrer than tlre chief

eiecutive officer of the Consultant, the Consultant will provide a certified resolution of its Board ofDirectors, if a corporation, granting such officer specific uthority to sign this Agreoment or general

authority to sign agrcements of this nature and scope'

fsignaure Pages, Exhibrts and Schedules follow J

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CONTMCT SIGNATURE PAGE

Contract No.: 27586

Specification No.: 66760

Consultant Name: Crowe Horwath LLP

Total Amount (Value): $6.000.000.00

Fund Chargeable: 1 3-1 00-06-2005-01 38

Li.By:Its:

Attest:

state of f ltil"o , s

County or Cbd.

(Corporation Name).

before me on tnisLl day of APP lU ,

sefrPftfult (or other authorizedas *aOt of

(Seal)

OFFICIALSEALEMILYLIHOBSctiI

NOTAfST PtEUC. STATE OF ITIJ'{qSMY COMTIISS|O{ El(FmSU RCH fl ,AU

Notary Public Signature

commission Expires: Z{ n{rcta

Spectftcotton# 66760

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Crowe Honnath"Crwe Horrath LLPlndepon&nt t{smb€r Crow€ H(u€th lnlematonal

70Wesl Madrson Skeet, Suile 700Chrcago, lllmos 60602-4903Tel 312 899 7000Fax312 899 53X)\rvlvw crowehoftralh com

4pril26,2013

Ms Jamrc L Rhee, Chrcf Procurement OffrcerCrty of ChrcagoDepartment of Procurement Servoes121 N LaSalle StreetChrcago, llllnors 60602

Dear Ms. Rhee'

This wtll serve as conftrmatton that Jeanne M. Owrngs, Princrpal/Owner of Crowe Honruath LLp, rsauthorzed to represent and brnd the ftrm

Additionally, she rs empowered to execute a contract wrth the crty of chrcago

should you need any addrtronal rnformatpn, please do not hesfiate to ask

Chrcf Executive Offrcer

EXHIBIT 1

SCOPE OF SERVICES & COMPENSATION SCHEDULE

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SCOPE OF SERVICESSCOPE OF SERVICES

The Scope of Servrce for a gtven pro.;ect may rnclude tasks under one or all of these four categonessummarrzed below In all cases, CITY OF CHICAGO Standards for software and hardware must befollowed, unless express wnttar approval rs granted from the CITY OF CHICAGO Chref InformatronOfficer (CIO) The CITY OF CFIICAGO Department of kurovatron and Technology Hardware andsoftware standards overvrew rs avarlable on the cITy oF CHICAGO websrte

Category l: Application Development, Support and Ongoing Maintenance: Ths categoryrncludes development of computer apphcatrons and related databases usmgapproved Crty technologres to be deployed pnmanly vra ttre web, but alsorncludes legacy marnframe-based enhancements and development or enhancementof reportrng layers, such as Busrness oblects uruverses The scope of actrvrhescan range from ruttal development and deployment, through enhancements and/orrnterfaces, and ongomg support for those apphcatrons, rncludrng help deskservrces and trarrung

Category 4: IT Infrastructure Design: Usrng approved Crty technology, ttus categoryencompasses actlutles related to desrgn through rmplementatron and support ofproducts or servlces to rntegrate mto our wAN, I-AN, and wreless enuronmerrtsAddrtronally, IT secunty assessments and busrness contrnurtyplanrung for those

envlronments are mcluded rn ttus category

Category 5: Management Consulting: Pro.;ects under tlus category would mvolvemanagement consultmg to analyze and make recommendatrons for busmessprocess lmprovements, develop functronal regurernents for new apphcafions,provrde management trarmng, and prolects of a srmrlar nature

THE FOLLOWING PAGES PROVIDE MORE DETAIL ABOUT THE SPECIFIC SCOPE AREASPROVIDED FOR T}IE CONSULTANT

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The Application Development, Support and Ongoing Maintenance scope mcludes tasks that may ormay not be rncluded rn the followmg hst

1. Oblect onented apphcatron development usmgJava as the pnmary language and related tools suchas PHP

2 Desrgn and rmplementatron of an apphcatron secunty mfrastructure

3 Oracle database desrgn and development, rncludmg current Consultant -certrfied releases(s) of

3I AS3 2 Forms3 3 Reports3 4 PUSQL

4 System Admrnsrtratron ln a drstrrbutedlava envrronment

5 Ongorng apphcatron support for the followrng srtuatrons5 I For an apphcatron developed by Consultant's firrn5 2 For an apphcahon developed by another firm or m-house by that chent5 3 For apackaged apphcatron

6 Enterpnse-wrde Servrces Orrented Arctutecture

7 Development usmg frameworks, wrth tools such as

7 I Struts7 2 Keel73 JSF

7 4 Trles

8 Development usrng the current Consultant -certrfid releas{s) of BEA Weblogrc, rncludmgexp€nence wrth Weblogrc Workshop and other apphcatron servers

9 Utrhzatron of the current Consultant -certrfied release(s) of BEA Integratron and other mtegratronenvronments

l0 Development, Admrrustratron, Troubleshootmg, Performance measunng and tumng ormamt€nance of BroadVrsron, rncludmg the BroadVrsron database schema.

I I Software Configuratron Management rn a structured envrrorunent, uslng open software tools suchas.

1l I Bugztllall2 Mavenll 3 Subversron

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II4 CVS115. CVSweb1l 6 Sourceforge

12 Desrgn and development of an pphcarton that adheres to accessrbrlrty standards

13 Automated urut, mtegratron and load testrng such as the followrng tools

13 1 Jmeter132. LoadRunner13 3 Jumt

14 Drstnbutod drrectory and secunty seruces as part of an apphcatron development pro3ect, such as

14 | Opa$SL142 SSL143 LDAP144 PGP14 5 x 509 drgrtal certrficates14 6 Srngle slgn on14 7 Challenge and response14 8 Assertrons14 9 Secure web servrcesl4 10 Encrypted XML

15 Implemenatton of appltcatron, data and web secunty as part of an apphcatron development proJect,as they pertarn to HIPAA, e-comerce and other srmrlar requrernents

16 System Admtnstratton of the current Consultant -certrfied release(s) BEA Weblogrc, mcludmg

16 I Creahon of new Domams16.2. Creatron of a clustered envrronment16 3 Troubleshoohng from a system standpornt16.4. Performancetumng

17 Ongorng apphcatron support actrvrtres, rncludmgbut not Lmrted to

17 I Help Desk supportl7 2. Momtonng/alert servrces on a 2417 basrs

17 3 BreaVfix17 4. Addrtronal enhancements17 5 User tramrng17 6. Other trarrung17 7 Data entry

18 Apphcatlon support and enhancements rn an IBMiII{VS envronment, mcludrng but not hmrted to

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the followrng actrvrtres and tools/platforms

18 I Analyze, desrgn, program, test an drmplement fixes and enhancementst82 COBOL18 3 DB218 4 VSAM18 5 IIFO18 6 CICST8 7 JCL18 8 Create reports rn SAS and Mark IV18 9 Develop mterfaces to other mamframe or non-mamframe apphcatrons

19 Data conversron from apphcatlons m a IBM/IvIVS envrorunent usmg ISAM/VSAM and/or DB2to a web-enabled Oracle apphcatron, mcludmg the folhng actluttes

19 I Analyze, map, desrgn, progrzlm, cleanse and perform data conversrons to otherapphcatron(s)

L9 2 Convert data from a decommrssroned mamframe apphcatron to an Oracle databasedatabase on another platform and provrde a user mterface to vrew data only

19 3 Archrvrng data

20 Appltcatlon converston from Oracle forms or an MS Access DB to a web-based apphcatron

21 Development of Busrness Oblects unlverses, usrng the current Consultant -certrfied release(s) ofDesrgner and Supervrsor, to rnclude the followrng actrvrtres agamst Oracle or other databases

21 1, Requrrements analysrs, development, data valrdatron agarnst the apphcatron, performancetumng, documentatron, and knowledge transfer

21 2 Implementatron of row-and-column level secuntyusmg Desrgner and Supervsor

22 Development of complex reports m Busmess Oblects, rncludmg the followrng components

221 Independentvanables222 Multrplequenes22.3 Lrnkrng multrple data sources22 4 Importrng/exportrng data

23. Creatron of uruvsrses, rmplementatron of ETL tools, and development/zupport of reports rn a datawarehouse envronment

24 Use of Busrness Oblects add-on tools, such as Dashboard manager, Performance Manager, SDK,etc

tr

Specfrcoton# 66/60Contracl PO $27586

55

The IT fnfrastructure Design scope mcludes tasks that may or may not be rncluded rn the followrng hst.I Wrde Area Network (WAN) desrgn

2 Local Area Network (LAN) desrgn

3 Desrgn of data and network securlty, mcludrng the followrng components

3 1 Frrewalls (software/hardware)

3 2 Securrty Servtces @enetrahon Testrng, Vulnerabrlrty Scanmng, Pohcy Development)

) 3 WEB apphcatron secunty

3 4. Database apphcatron secunty

3 5 Intrusron Detectron/Preventron

3 6 Authonzatron/Authenficatron

3 7 SSLs/VPNs

4 Wrreless LAN and WAN desrgn

5 Mrcrosoft Actrve Drectory and LDAP Drrectory Integratron desrgn

6 Enterpnse server and storage desrgn

7 Server selectron, rncludrng but not hmrted to the followmg Consultant s

7 I Sun Enterpnse72HP7 3 Dell

8 Operatrng system tasks, mcludrng but not hmrted to the followmg Consultant s

8 1. Solans

8 2 RedHat Lrnux8 3 Mrcrosoft

9 Clustenng solutrons, mcludrng but not hmrted to the followrng products

9 I Oracle RAC

9 2 Sun Cluster

9 3 Ventas Cluster Server

10 Desrgn of Storage Area Network products, mcludrng but not hmrted to the followrng,10 I EMC

l0 2 Fu.lrtsu

10 3 Hrtachr

l0 4 DellIO5 HP

I I Evaluatron and desrgn of back-up and recovery solutrons, mcludrng but not hmrted to the followrngConsultant products

I I I Ventas Netbackup and Backup

I I 2 Exec Legato Networker11 3 Oracle DB (RMAN)

12 Performance testrng and tumng of'

Spec$Lcoton{ 66750

Contract PO #27586

56

12l Apphcatrons12 2 Database (Oracle and Mtcrosoft SQL Server) PC Chent Server Network123. PCChent12 4 Servrer12 5 Network

13 Network desrgn usmg optrcal networks

14 Server consoltdatton and"/or piatform mlgratlon desrgn, rncludrng legacy marnframe retrrement15 Desrgn of vorce over IP solutrons

l6 Desrgn of XML mrddleware rntegratron solutrons

17 Needs analysrs and destgn of enterprrse-wrde busmess contmutty/drsaster recovery solutrons18 Desrgn of vrdeo networks, rncludrng but not hmrted to the followrng

18 1 CCTV (Closed Captron TeleVrsron)

18 2 Vrdeo Surverllance

18 3 Analog or Drgrtal srgnal, Analog to Drgrtal srgnal conversron

18 4 WEBCAMS/WEBCAST

18 5 Streamrng Vrdeo

18 6 Vrdeo Conferencrng

19 Desrgn of vorce networks

20 Desrgn of IVR (Interactrve Vorce Response) systems for the followrng

2A I Call Center

20 2 Customer Relatrons Management (CRM)

20 3 Computer Telephony Integratron (CTI) envuonments

20 4 Vorce Scrrpt desrgns

21 Desrgn of the followrng trackrng, telemetry, brometncs, and other technologres that may be rdentrfied

21 I RFID (Radro Frequency Identrficatron)

21 2 Infrared

2L 3. Magnetrc Swrpe

21,4 Barcode Readers

21 5 Smart Card

21 6 Proxrmrty Card

21 7 Laser

21 8 Document Management

Specfrcorwnt 65760

CortlqLl PA 427586

tr

57

The IT Management Consulting scope mcludes tasks that may or may not be rncluded rn the followrng hst'I General [T research and recommendatrons addressrng on€ or more of the followrng

I .1 Archrtectures

l2 Methodologres

13 Technology

I 4 Technology outsourcrng

2 Development of functronal requrrements for a busmess apphcatron, rncludrng the followrng actrvrtres

2l Conductrng staffand customer rntervrews

2 2 Documentatron of all requrred data sources and desrred mterfaces to afld from the apphcatron

2 3 Development of use cases and process dragrams

2 4. Documentatton of any exlstrng apphcatrons and manual processes that would be affected

2 5 Revtew of exrstrng software packages for companson to potentral needs and for addrtronal mputas to functronahty

2 6 Specrficatrons for user access, mqury and entry needs

27 Specrficafions for specral technology, such as handheld devrces

3 Busrness Process Analysrs and Re-Engrneerlng, to mclude the followrng actlutres

3 i Conductrng staff and customer mteruews

3 2 Documentrng current work processes for vahdatron

3 3 Determuung current cost of provrdmg servrces and assessmg customer seruces to calculatecostrbenefit and ROI analysrs

3 4 Conducttng a companson of the Crty's processes to reasonable benchmarks and best practrces ofother organtzatons, rn both the pubhc and pnvate sectors Tlus may mclude suryeys,questronnarres ofother organlzatlons, research, and data analysrs

3 5 ldentrffrng gaps m the performance of cntrcal processes and understandrng wluch practlces canbe applted to rmprove performance Thrs may mclude performrng detarled analysrs of the waythe Ctty does busrness as compared to rdeas and actual practrces m other govemments andorganuatlons, and deterrmrung what may work best for the Crty

3 6 Developrng recommendatrons for rmproved processes, suggested actrvrtres to rmplement thoserecommendatrons and desred outcomes

3 7 Asststance m tmplementatron of new busrness process and technology mrtratrves

4 Orgaruzaional assessment and/or orgamzatronal change management, mcludrng outsourcmg andconsohdahon on busrness uruts

5 Apphcatron portfoho analysrs for busrness contmurty or other functrons

6 Strategrc busmess plannmg, rncludmg the followrng acttvrtres

SpecftcatLon# 66760

Contract PO 427585

s8

6 I Busmess modehng

6 2 Operatronal assessment 6 3 Crrtrcal success factors

7 Preparatton of requests for tnformatron, quahficatrons or Proposals to determme and evaluate technrcalsolutrons

Spectftcottott4 6b760

Contract PO +27586

tr

59

COMPENSATION SCEEDT]LETIME & MATERIAL ONI,X

CATEGoRY l: APPLTGATToNDE\mLoPMENT, st pFoRT AI\[D oNGorNG sERvrcECAIEGORY 4: If IITERASTRUCTITIE DESIGNCATEGORY 5: MANAGEMBTTT CONSIILTING

The Consultant nam6{ below proposes to provide all Services described in the Scope of Se,lvices for thefees set forth below.

COMPAIYY NAMB: CROWE HORWATE LLP

Kev Perrouel(fiflel

MrdmumFullyLardrdIlourlynrtcr'20tr

MrduumftrUyLorddIIoudyRrtar20tl

MuimumFullyl.ordcdEonrlyRrtclr20ts

MrdsnrmFullybrdodEourlyRr&r't0t(

MrrimurrFoIlyInrdodEocdyRr(crl2017

Mr{rnumFollyLorddHordyRrlcrr,nll

MrdnomhllyI-.ddllorrtyBrlar201,

Protect Executrve/Partner $286 $295 $304 $31 3 $322 $332 $342

Prolect Manaoer $212 $218 $22s $232 $239 $246 $253

Prorect Lead $175 $180 $185 $191 $197 $203 $20e

Sr Busrness Analvst $18s $191 $1 97 $203 $2oe $215 $221

Busrness Analvsi s160 $165 $1 70 $175 $180 $185 $191

Technrcal Lead/Archrtecl $212 $218 $225 $232 $239 $246 $253Senror Developer $160 $1 65 $170 $175 $180 $185 $191

Junror Develooer $143 $147 $151 $1s6 $161 $166 $1 71

+Fully I-oaded Hourly Rates include, but are not oeeessarily limited to: labor, overhead and payolbrudcn

Notes- At your request we have tncluded maxrmum rates Dependtng on the projects and agreed upon staffrng, the rates may be lower- We have outlrned general roles Dependrng on the type of prolect, there may be certarn specralsts that would be quoted separately- We have not tncluded subcontractors rn thts lst Those rales would be quoted as we determrne the MAruBE or other firms needed forspecrfic effort- The 3% year-over-year tncrease rn rates rs based on a 10 year average of the consumer prrce rndex

Sot:ifia,'.tonl 66t60Co,trortPO 275tG

60

EXHIBIT 2

INSURANCE REQT]IREMENTS AND EVIDENCE OF INSURANCE

SpeuftcatLon# 66760Conttect PO i27586

61

EXHIBIT 2PROFESSI ONAL SERVICES I NSURANCE REQUIREMENTS

lT Professional Consulting Services

CATEGORY 1: APPLICATION DEVELOPMENT, SI]PPORT AND ONGOING SERvICECATEGORY 4: IT INFRASTRUCTURE DESIGNCATEGORY 5: MANAGEME\iT CONSULTING

Consultant must provde and matntatn at Consultant's own expense, dunng the term of the Agreement and any tme perrodfollowtng exptratton rf Consultant ts requtred to return and perform any of the Servrces or Addrtronal Servrces under thrsAgreement, the tnsurance coverage and requrrements specrfred below, tnsunng all operatrons related lo the Agreement

A. INSURANCE TO BE PROVIDED

1) Workers Comoensatron and Emolovers LabrlrtvWorkers Compensaton lnsurance, as prescrrbed by apphcable law, covenng all employees who are to provde aservlce under thrs Agreement and Employers Lrabrlrty coverage wth lrmrts of not less than $500.000 each accrdent,rllness or drsease

2\ Commercral GeneralLrabrlrtv (Prrmary and Umbrella)Commerctal General Lrabrlrty lnsurance or equtvalent wrth hm[s of not less than $5.000.000 per occurrence for bodrlyrnjury, personal tn1ury and property damage habrhty Coverages must rnclude the followrng All premrses andoperattons, products/completed operattons, separaton of rnsureds, defense and contractual [abrlrty(wlth no hmrtiattonendorsement) The Ctty of Chrcago ts to be named as an adddronal rnsured on a pnmary, non-contnbutory basrs forany lrabrlrty aflslng drrectly or rndrrecfly from the Servrces

Sub Consultants performrng Work for Consultant must marntaln hmrts of not less than $2,000,000 wrth the sameterms herern

3) Automobrle Labrlrtu (Prrmary and Umbretta)When any motor vehtcles (owned, non-owned and hrred) are used rn connectron wrth Servrces to be performed,Consultant must provtde Automobtle Lrabrlrty lnsurance wth llmrts of not less than $500.000 per occurrence for bodrlytn1ury and property damage The Crty of Chrcago rs to be named as an addtronal rnsured on a pflmary, non-contrrbutory basrs

Sub Consultants performrng Work for Pnme Consultant must marntarn hmrts of not less than $2,000,000 wrth thesame terms herern

4) Error & Omrssons/Professronal Lnbrlrty

?roorammers. Electronrc Data Prqcessors or other orofessronal Co_[sultants oerform work rn conneciron wrthlG

oerform EDP, oerformanlg of or gther comouter servrces. and farlure of softurare oroduct ot oCrform thE fund6i%Tthe ouroose tntended When o-ohcres are renewed or reolaced.. the oolrcv retroactrve date muit corncrde wrt-6]6?precede. start of work on the Contract A clarns-made oohcv whrch rs not renewed or replaced musi fiave anextended reoortno oenod of two (2) vears

Sub Consultants oerformtng work for Consultant mav marntarn hmrts of not less than $1.000,000 wrth the same termsherern

Valuable PaoersWhen any plani desrgns, drawtng, data, medra, specfrcatrons, reports, records and other documents are produced orused under thts Contract, Valuable Papers lnsurance must be marntarned ln an amount to rnsure agarnst any losswhatsoever, and must have ltmfs suffrcrent of pay for the re-creatlon and reconstructron of such records

SpecfrcatLon# 66760

Controct PO #27586

5)

62

6) Prooertv/lnstallatron FloaterAll RtsUProperty lnstallatron lnsurance must be marntarned at replacement cost for loss or damage to Crty machrnery,equtpment, matenals or suppltes (untrl Crty acceptance) and any other property that are part of the prolecUcontraitdurtng the course for desrgn, development, replacement or marntenance, testrng and rnstallatron lncludrng any Cffequtpment whtle at another locatton of Consultant Coverage must rnclude worksile, rn transf, offsite, iauttyworkmanshtp or.matertals, testtng and mechanrcal-electncat breakdown and extra expense The Crtyof Chcago s tobe named as addrtional rnsured and loss payee

The Consultant ts responstble for all loss or damage to Crty of Chrcago Property at full replacement cost dunngtnstallatnn, modtftcattons, matntenance and/or repatrs to database and any lT lnfrastructure Systems whrle rnConsultant's care, custody and control, or loss to any Crty property as a result of the Contract

Consultant ts responstble for all loss and damage to personal prope( (rncludrng but not hmiled to maternl, equrpment,tools and supphes), owned, used or rented, by Consultant

B. ADDITIONAL REQUIREMENTS

Consultant must furntsh the Crty of Chcago, Department of Procurement Servrces, Crty Hall, Room 806, 121 North LaSalleStreet, Chrcago lL 60602, ortgrnal Certrfrcates of lnsurance, or such srmrlar evrdence, to be rn force on the date of thrsAgreement, and Renewal Certrfrcates of lnsurance, or such srmrlar evrdence, f the coverages have an expuatron or renewaldate occurnng dunngthe term of thrs Agreement Consultant must submrt evrdence of rnsurance on the C[y of Chrcagolnsurance Certfrcate Form (copy attached as Exhrb(-) or equrvalent pnor to execuhon of Agreement The recerpt of aiycertftcate does not constttute agreement by the Crty that the rnsurance requrrements rn the Agreement have been fuily met orthat the lnsurance polloes rndrcated on the certrftcate are rn comphance wrth all Agreement requrrements The farlure ofttre Crtyto obtatn certftcates or other Insurance evrdence from Consultant rs not a warver by the Crty of any requrements for theConsultant to obtatn and matntatn the specrfred coverages Consullant must advrse all rnsurers of the Agreement provlsronsregardtnglnsurance Non-conformlnglnsurancedoesnotreheveConsultantoftheobhgatrontoprovderniuranceasspecrfredtn thts Agreement Nonfulftllment of the tnsurance condrtrons may constrtute a vrolaton of the Agreement, and the Clty retarnsthe nght to suspend thts Agreement unttl proper evrdence of rnsurance rs provrded, or the Agreement may be termrnated

The tnsurance must provtde for 60 days pnot *titten notrce to be grven to the Crty rn the event coverage rs substantrallychanged, canceled or non-renewed

Any deductbles or self-tnsured retenttons on referenced rnsurance coverages must be borne by Consultant

Consultant hereby waves and agrees to requtre therr rnsurers to warve therr rrghts of subrogatron agarnst the Crty of Chrcago,[s employees, elected offroals, agents or representatrves

The coverages and ltmtts furntshed by Consultant rn no way hmI the Consultant's habrlttes and responsrbrltes specrfred wrthrnthe Agreement or by law

Any tnsurance or self-tnsurance programs marntarned by the Crty of Chrcago do not contnbute wrth rnsurance provrded byConsultant under thrs Agreement

The requtred tnsurance to be carrted ts not Lmrted by any lrmilatons expressed rn the lndemnfrcatron language rn thrsAgreement or any ltmilatton placed on the rndemnrty rn thrs Agreement gven as a matter of law

lf Consultant ts a lotnt venture or hmrted habrlrty company, the rnsurance pohces must name the lornt venture or lrm[ed labrlrtycompany as a named rnsured

Consultant must requtre all Sub Consultants to provrde the rnsurance requred herern, or Consultant may provrde the coveragesfor Sub Consultants All Sub Consultants are sublect to the same tnsurance requrrements of Consultant unless othennsespecfred rn thrs Agreement

lf Consultant or Sub Consultant destre addrtronal coverages, the party desurng the addrtronal coverages rs responsrble for theacqursfton and cost

Notwtthstandtng any provtspns rn the Agreement to the contrary, the Crty of Chrcago Rrsk Management Department marntarnsthe nght to modfy, delete, alter or change these requrrements

Spec(rcattonit 65760

Conltoct PO rt27586

El

63

Hinton, Tiheta

From:Sent:To:Subiect:

Opoka, James

Thursday, March 2A,20L411 05 AMHrnton, Trheta

FW Crowe MCA

CERTIFICATE REVIEW

lT Professrona I Consu ltrng Servrces

MCA - Crow Horwath LL

Trheta - Upon recerpt of the revrsed certrfrcate for the Professronal Lrabrlrty coyeraBe, the certrfrcates of tnsurance

submrtted for the above agreement are satrsfactory and approved by Rrsk Management however. olease note. theorevroulcertifrcate submtted has an upcomrnR 4/01/2014 exorratron of coverage.

From: Opoka, JamesSent: Thursday, January 23,2014 5:22 PM

To: Hrnton, TrhetaSubject RE: Crowe MCA

lnsurance Reouirements RequestlT Professrona I Consultrng Servrces

MCA - - Crow Horwath LP

Trheta - ln response to your request and followrng our conversatton regardrng the above consultant, the insurance

carrier letter request/statement related to the warver of subrogatron for the professronal habrlty coverage is

satisfactorv to Rrsk Management. The Crty will not be subrogated agarnst for any clarms associated wrth professonal

liabilrty exposures in that we can never be held responsrble for any loss resultant from the professronal servrces of theconsultant.

From: Hrnton, TihetaSent: Thursday, January 23,20L4 3:01 PM

To: Opoka, JamesSubject FW: Crowe MCA

Hello Mr. Opoka, thrs rs an emarl that I recerved today from Crowe Howarth regardrng a watver ofsubrogatron Unfortunately that file that I rnherrted from Charlrta Farn drd not reference anythtng regarding thtsmatter. l'm not sure rf thrs rs somethrng that Charlrta would have worked on wrth you or not, but can you take a look at

the attachment and provrde some drrectron

Thank you

Tihete L. HintonSenior Procurement SpecialistCrty of Chrcago, Departnent of Procurement Servrcesl2l N LaSalle Street, Rm 806, Chrcago,IL 60602Phone 312-744-2260 Fax 312-744-9687Trheta Hrnton(Ecrwofchrcapo ore

Customer Care u our pnorty Please contact us wtth compltments or concerrrs at dpsfeedback@ci,vofchcago orgPlease wsfi our webste for mformatron on programs, polrcrcs and procedures www cttyo.fchrcago org/procurement

From: Owings, Jeanne [mal]to:reanne.owrngs@crowehofwath,com]Sent: Thursday, January 23,2CI14 10:51 AMTo: Hrnton, TrhetaSubject Crowe MCA

Hr,

I worked through thts wrth Charlrta - and wanted to make sure I was not lost rn her transtron Wrth respect to waver ofsubrogatrcn, our lnsurance company wrll not allow us to warve subrogatron rrghts wrthrn our Professronal Lrabrlrty Pohcy

Please make sure thts ts tncluded wth our contract I have attached the letter from our lnsurance Company we havealready provded to the Cily (Apnl 26, 2013)

Thanks,Jeanne

Jeanne M OwrngsPnnopalCrowe Honrtath LLP70 West Madrson, Sulte 700Chrcago, lL 60602

rcan ne owrngs@crowehorwath comwww crowehoruath com

Office 312-899-8343Cell 708-380-9687

Thrs ematl message, tncludrng attachments, rs from Crowe Horwath LLP and may contatn prrvrleged or confrdentral tnfomatron lf you are not thetntended rectpent of thts message, you may not make any use of, or rely tn any rvay on, ths rnformatton, and you should deskoy thr message andnoltff the sendel by reply emarl Any oprntons or advpe contarned tn thrs ematl are sublecl to the terms and condftons rn any applrable agreement orcontractual oblpaton Any legally btndtng oblqatron shall be reduced to a separate wntrng executed by all partres, and thrs emarl does not constttute acontracl or other legally btndtng obhgatton Optnrons, conclusrons and other rnformatton rn thts message that do not relate to the offrcral busrness of myfrm shall not be understood as glven or endorsed by rt

DISCLOSURE REOUIRED BY U S TREASURY DEPARTMENT CIRCULAR 230, Crowe Homath LLP must rnform you that any advce rn thrscommunrcatton to you was not rntended or wntten to be used, and cannot be used, to avod any govemment penahres that may be rrnposed on ataxpayer

This e-mail, and any attachments thereto, is intended only for use by the addressee(s) named herein and maycortain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail (orthe person responsible for delivering this document to the intended recipient), you .re hereby notified that anydissemination, distribution, printing or copying of this e-mail, and any attachment thereto, is strictly prohibited.If you have received this e-mail in error, please respond to the rndividual sending the message, and permanentlydelete the original and any copy of any e-mail and printout thereof.

CNA3335 W.brth Av. Chtctgo lL lO6O4

April26,2013

John Schmidt,)e der.',, - r'g i:'nsuhr-r.1195-;f S6pq 16ir, -,1-;s--,'lfc Crrr tdr,S J g'e551-r^21 L 6t> :ryYele.F,no-p 3'l S'-?aJ6gfacs,^','e Jl: 52? .!\ni14ler^ei tohn:.h,-rCt@craco.r

Re

Nlr. f red .f B.rutersChrel Rrsk OffrcerCrowe Horualh. LLPOne Mrd Arnerrca Plaza, Surte 700

Oak B'ook, lL 605')2-3697

Crowc Honv.rth, LLP

Professronal Lrabrtity Polrcv # ABF-1881 22103Effectrr'c Dates August 25. 20i2 ro Augusr 25, )A13Request for Waiver of Subrogatron Rtghts

Dear Fred:

I am wrrtrng,vou rn response to the recent request lo warve subrogatton nghts wtthtn your ProFesstonallr.rbrlrty Poltcy rssued through Colurrbra Casu;rlly Company. Please be aclvised that we are unable to honori-our request as we do not warve the sul:rog.rtr<-ln nghls under rhe professronal Lrabrlrty poircy

Please let me knorv d you hdve any lurther questrons or concerns

-..&*^-,ohn R-ffhmrdrUnclelvritrng ConsultantAccoun[anl"s Protessronal LrabrlrtvJl]5 lVahashAveJ5'h lloorChicauo, lL rr06tl-l'f 312-8il-4a6,,1

Jqlt[ Xt],UiJtrQc na.c rinr

jcfi [)av, CN,\fasr;n Sorrthard, {()NPhrlhp Rorvan, CN \

CC

r'r'rw cn-) com

cRowcHtzGllent#; -'304

iRTll'rCIACORD^ CE'CATE

OF LIABILITY INSUr{ANCEoATE (MM/OOrryYY)

4103t2014THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RTGHTS UPON THE CERTIFICATE HOLDER THISCERNFrcATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTET{D OR ATTER THE COVERAGE AFFORDED BY THE POLICIESBELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE |SSU|NG INSURER(S), AUTHORTZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER

IMPORTANT lf the certtflcate holder rc an ADDITIONAL INSURED, the polrcy(res) must be endorsed lf SUBROGATION lS WAIVED, sublect tothe terms and condltlons of the poltcy, certarn pohcles may requrre an endorsement A statement on thrs certifrcate does not confer nghts to thecerfufrcate holder rn lleu of such endorsement(s)

PRODUCER

Chicago Commercial LinesHUB lnternational Mldwest Limted55 East Jackson BoulevardChlcago,lL 60604

F[ilE""' Jennifer Trudeau

EmL.." lennifer.trudeau@hubinternatlona l.comII{SURERISI AFFORDING COVERAGE t{Atc t

rr{suRER a Hartford Underwriter lns Co. 30104lNSURED

Crowe Honrath LLP320 East Jefferson BlvdSouth Bend, lN 46601

rNsuRER B Hartford Casualty lnsurance Co. 29424

rNsuRER c Twin City Fire lnsurance Co. ?9459

rNsuRER o Sentinel lnsurance Co., Ltd. 1 1000

INSURER E

IT{SURER F

CERTIFICATE NUXIBER. REVISION NU]'BER.THIS IS TO CERTIFY THAT THE POLICIES OF INSUMNCE LISTED BELOW HAVEBEENISSUED TOTHE INSURED NAMEDABOVE FORTHE POLICYPERIODINDICATED NOTWITIJSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT wlTH 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 CTAIMS

TYPE OF ]NSURANCE POLICY NUMBER uulrsA GEI

lIERAL LIABIUTY

COMMERCIAL GENERAL LIABILITY-l "*,r.*oo. fxl o""r^

83UUNAR95O9 t/,,/01t2014 0410112011 EACH OCCURRENCE r1-000.000DAMAGE TO RENTEODPEMlaEq rFq ffilmnEl r 1.000.0O0MED EXP tAnv me EEon) 10.000PERSONAL & ADV INJURY r1.000.000GENEML AGGREGATE c2,U!0,000

GEN'L AGGREGATE LIMIT APPLIES PER

xlor,.,[iltSg lil-o.PROOUCTS - COMP/OP AGG s2.000.000

$

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'O}IOBILE LIABIUTY

ANY AUTOALL owNED [--l scxeouleoAUTOS I I AUTOS

I v I NON-OWNEDHIREDAUTOS lA lruros[t

83UUNAR95O9 tu0112014 o4t011201 COMBINEO SINGLE LIMITaF: E.d.l.atl s1.000.000BODILY INJURY [Psr ps]son) $

BODILY INJURY (Per acodent) $

PROPER I Y DAI{AGb/Par addEntl $

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B x UTIBRELLA LIAB

EXCESS LIAE

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83RHUARg168 ,u0112011 o4to'u201 EACH OCCURRENCE $5.000.000AGGREGATE s5.000.000

oeo I Xl nerexrroNc100O0 tc WORXERE COTPENSA1ION

At{DEilPLOYERS'UABTL]TY Y/NANY PROPRIETOR/PARTNER/EXECUTIVE T-ToFF|CER/MEMBER EXCLUDED? L],ll(Mendttay rn t{H}lf ys. descnbe underDESCRIPTION OF OPERATIONS below

NIA

83W88Q4928 t410112014 04t0'U2011 - IWC STATU. I IOIH.A lT ovrrurra I lEo

F I EACHACCIDENT r1.000.000EL DISEASE.EAEMPLOYEI s1.000.000

nlsFAsF - 9nl taY r tMlT r1,000.000A Valuable Papers 83UUNAR95O9 )1,t01t2014 auu1201l $s00,000

DESCRIffiON OF OPERATIONS / LOCATIONS / VEHICLES (Atrlch ACORO 101, Addilronal Remarts Schodulo, rf mm spase E requrad)Subject: Financlal servicesSpecification No.: 42504AContract No.: '18386

Requisition No.: 82047

(See Attached Descriptions)

CERTIFICATE HOLDER. CANCFI I ATION

Clty of Chlcago121 N LaSalle St, Room 806Chicago, lL 60602

SHOULD ATY OF THE ABOVE DESCRIBEO POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WLL BE DELIVERED IN

ACCORDANCE WTH THE POLICY PROV]SIONS

AUTHORIZED REPRESEI{TATIVE

qa/,-4/*ALA4f@ 19EE-2010 ACORD CORPORATION. All nghts resewed

ACORD 25 (2010/05) 1 of 2 The ACORD name and logo are reglstered marks of ACORDtfconrt42runoqf,Eq _rfn,t

I D-SCRIPTIONS (Continued froi.. page 1)I

70 Madison St, Ste 700

Chicago lL 606024903

City of Chicago ls included as additronal insureds under General Liabillty & Automobile Liability, whenagreed in a written contract, subject to policy terms, condltlons and exclusions.

SAGITTA 25 3 (2010O5) 2 ol2#s902142/Iu1895859

-AtORif DATE FT'SDO/Y:Y:r.YI03t18t14C ERTI},CATE OF LIABILITY INS,.TRANCE

THIS CERTIFICATE IS ISSUTD AS A MATTTR OF INFORMATIO}I ONLY AHD CONFERS NO RIGHTS UPON IHE CERNHCATE HOLDER. T}IISCERTIFICATE DOES HoT AFFIRMATIVEIY OR NEGATIVELY AlIEltl0. EXTEND oR ALTER TilE COVERAGE AFFffiDED BY THE POLICIEs8ELOW. THIS CERTTFICAIE OF II{SUFANCE DOES NOT COHSTI]UTE A CONTRACT BETWEEN THE ISSU|NG TNSURER(SI, AUTHORTZEDREPRESEI{TATIYE OR PROOT'CER, AND THE CERTIFICATE HOTDERlMrrrt{lAn t: r me oenlrrc{Ee nouer ls an ALtt-BlluNAL INSUKEU, the policy(res} ilust be endtrsed. f SUBRO{iAIION 15 WA{VED, subject tothe terms and conditions of the poftry, certoin policies mey require an endorsenrent, A statenreot on rhis cefficate does not confer rigtnsto thecertificate holder in [eu of such

Ttlls lS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED SELOvr HA\E BEEN ISSUEO TO TflE INSURE0 NAMED 160\E FOR THE POLTCY PERTOCIt'lDlCArEB iIOTUVITHSTANDING Al.lV REOUIR€MENI TERM OR CONDlrlOrl OF Ally CONTRACT OR OTH€R OOCUilENT r'r{TH RESPECT TO WHTCH THISCERTIFICATE l*AY BE ISSUED OR tlAY PERTAIN THE ll'lSURAl'lCE AFFORDEB 8y rHE POLICI:S BESCfiISED HEREIN 15 -qUBJECT TO /].Lt THE rERMSEXCLUSIONS AND CONOITIONS OF SUCI' POLICIES LIMITS SHOY/i{ trtAY r.a!'E BEEN REDUCEB BY PAIO CLq.$dS

$1,000,000 Per Clarm and rn the

Annual Aggregate

DESC&IPTIOiI OF tr€fiATlOXt , LOCAIONS , VEI{CLES (Atiach ACOiD l0l Addilonrl R}m:rls Schrdub. rl morc spae r rcqured)

PROOUCER

Aon lnsuronce Services2O0 Eosl Rondolph Sfeet,4tt'FloorChicogo, lt 60601

'*t'E?owe Horwath LLP330 East Jefferson Blvd

South Bend, lN 46624

GEII=P3L LIAB L "Y

cLArirs.riADE I or"u"

G€*,1L AGGeEGA)- L,Ml- AFPLTES tr;R 3R'DIJCTE . CJI.+P'C? AGG

AUTOIIOBILE LIABILITY

Aily r.u"cAu or,rr*ED l---l sc*eo;r-:oCUTOS L l AUTOS

'{rBEGrUros I I rJros

EODlcv |rl.4JRY'EEr peffi ,

3OD'LY lt'UURY zer aqodcnt)

t$oRt(ER$ couPEtgtlloflAiao€ttProYERs'r_rABE-nt YIfiANY PROPRIETOR'PA6"HER.EXECUT'. EOFf ICERJI,IE,,EER EXCLUAEBI(M.ndrtory rn llH]l, E E. daEr&e unooEscRrFr.or oF

ABF-1 881 22303

Cily of Chrcago121 N LaSalle St, Room 806Chrcago, lL 60602

SHOULD ANY OT THE ABOVE DESCRIBEO POLICIES BE CAITCELLED AEFORETHE EXPIRATHCN DATE TIIEREOF. }IOTICE WU.L BE BELIVEREO INACCOnDAI{CE WlTtt THE P0LTCY PROVISIOHS.

AUTI]ONIEED R EPRESEI'IATIUE

..4**-=^s,r-Jb

a1 -2010 ACOROACORD 25 (2010/051 The ACORD name and logo are registered nrarkg of ACORD

flON. AII rights reserved

CITY OF CHICAGODepaftment of Procurement Seruices

Iamie L. Rhee, Chief Plocurement Officer121 North LaSalle Street, Room 806

Chicago, Illinois 60602-1284Fax: 312-744-328L

Specral CoNDmoNS for Professional Services Master Consulting Agreements MBE &WBE

EXHIBIT 3

SPECIAL CONDITIONS REGARDING MINORITY BUSINESS ENTERPRTSE COMMITMENT ANDWOMEN BUSINESS ENTERPRISE COMMITMENT FOR Professional Services Master Consulting

Agreements

l. POLICY AI,ID TER.MS

It ts the policyof the Crtyof Chicago that Local Busrnesses certrfied as Mrnonty Busrness Enterpnses (MBE) andWomen Bustness Enterpnses (WBE) rn accordance wrth Sectron 2-92-420 et seq of the Munrcrpal Code ofChtcago and Regulations Governing Certrficatron of Mrnorrty and Women-owned Buslnesses, and all otherRegulattons promulgated under the aforementroned sectrons of the Municrpal Code as well as MBEs and WBEscertified by Cook County, lllinols, shall hare full and farr opportunrtes to partrcrpate fully rn the performance ofthls agreement. Therefore, the Consultant shall not drscnmrnate agarnst any person or busrness on the basrs ofrace, color, sex, gender rdentrty, age, relrgion, dlsabrlfiy, natronal ongrn, ancestry, sexual onentatron, maritalstatus, parentalstatus, mtlfiarydrscharge status orsource of rncome, and shalltake affrrmatlve acton to ensurethat MBEs and WBEs shall have full and farr opportunrtes to compete for and perform subcontracts for suppftesor seruces

Pursuant to Section 2-92-430 of the Municipa! Code of Chicago, the Chief Procurement Officer hasestablished a goa! of awarding not less than 25% of the annual dollar vatue of all non-constructioncontracts to certified MBEs and 5Yo of the annual dollar value of all non-construction contracts tocertified V\lBEs.

Accordingly, the Consultant commits to make Good Faith Efforts to expend at least the followrng percentages ofthe total Task Order pnce (tnclusive of any and all modfrcatons and amendments), rf awarded, for Task Orderpartrcipatron byMBEs and WBEs

MBE Task Order Goal:25o/oWBE Task Order Goal' 5%

The commttment ts met by the Consultant's status as an MBE or WBE, or by a jornt venture wth one or morecertffied MBEs or WBEs that wril perform work on the prolect, or by subcontractlng a portron of the work lo one ormore MBEs or WBEs, or by the purchase of matenals used rn the performance of the Task Order from one ormore MBEs or WBEs, or by the tndtrect partrcipahon of MBEs or WBEs rn other aspects of the Consultant'sbustness (but no dollar of such tndtrect MBE or WBE partrcrpatron shall be credfed more than once agarnst aConsultant's MBE or WBE commttmentwrth respect to all government contracts of such Consultant), or by anycombrnatron of the foregorng.

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Note: MBE/WBE participation goals are separate and those businesses certified with the City of Chicagoas both a MBEMBE may only be listed on a bidder's compliance plan as either a MBE or a WBE iodemonstrate compliance with the Task Order goals.

As noted above, the Consultant may meet all or part of thrs commitment by contractrng with MBEs or WBEs forthe prouston of goods or seruces not drrectly related to the performance of thrs Task Order However, rndetermtning the manner of MBE/WBE partrcrpatron, the Consultant shall frrst.consrder rnvolvement ofMBESMBES as lotnt venture partners, subConsultants, and supplrers of goods and seruces dlrectlyrelated to

the performance of thts Task Order ln appropnate cases, the Chref Procurement Offlcer wtll requrre the rConsultant to demonstrate the speofrc efforts undertaken to rnvolve MBEs and WBEs rn dlrect particrpatron rnthe performance of thrs Task Order

The Consultant also may wlth prior approval of the Chief Procurement Offrcer or desrgnee, meet all, or part, ofthts commftment through credrts recerved pursuant to Sectron 2-92-530 of the Munrcrpal Code of Chrcago for thevoluntary use of MtsEs or WBEs rn pnrate sector prolects.

II. DEFINITIONS

a. "Area of Specralty'' means the descnptron of a MBEs or WBE frrm's busrness whrch has beendetermtned by the Chref Procurement Offrcer to be most reflectrve of the MBE or WBE ftrm'sclatmed spectalty or experttse Each MBE and WBE letter of certificatron contarns a descnpton ofthe firm's Area of Specralty Thrs tnformahon rs also contarned rn the Dlrectory(defined below)Credft towards thts Contract's MBE and WBE participation goals shall be limrted to thepartrcrpatrcn of firms performrng wrthrn their Area of Speoalty

NOTICE: The City of Chrcago does not make any representatron concernrng the abrlity of anyMBEMBE to perform work wrthin therr Area of Specralty lt rs the responsrbrlrty of all Consultantito determine the capabrlrty and capacrty of MBEsMBEs to satrsfactorily perform the workproposed

b "B E.P D " means an enttty certrfied as a Busrness enterpnse owned or operated by people wrthdrsabrlitres as defined rn MCC 2-92-SAo

c "Bld" means a bid, proposal, or submittal detarilng a description of the seruces or work to beprouded by the Consultant in response to a brd sohcrtatron, request for proposal, request forqualificatton or task order request (rssued rn accordance wrth the Master Consultrng Agreement)rssued by the Crty

d "Bidder" means any person or busrness entity that submrts a brd, proposal, quailfication orsubmtttal that seeks to enter rnto a contract wrth the Crty, and rncludes all partners, affihates andlotnt ventures of such person or entrty.

e "Broker" means a person or entity that frlls orders by purchasrng or receivrng supphes from a thirdparty supplier rather than out of tts own exrsting rnventory and provides no commercially usefulfunctlon other than acting as a condurt betueen hrs or her suppher and hrs or her customer.

f "Chtef Procurement Office/' or 'CPO" means the Chref Procurement Offrcer of the City of Chicagoor hrs or her destgnee.

g. "CommeroallyUseful Functton" means responsrbrlityforthe execution of a drstinctelementof thework of the Task Order, whrch s carned out by actually performing, managtng, and supenasrng

66

the work tnvolved, evtdencrng the responsrbilrtres and nsks of a busrness owner such asnegotiatlng the terms of (sub)contracts, takrng on a flnancral rrsk commensurate with the TaskOrder or its subcontract, responsrbrlrty for acqutnng the appropnate hnes of credlt and/or loans, orfulftlhng responstbrlttres as a lornt r,enture partner as descrrbed rn the.;oint wnture agreement.

h, "Task Order Specrfrc Goals" means the subcontractrng goals for MBE and WBE partrcipatronestabhshed for a partrcular Task Order

t "Consultanf' means any person or busrness entity that has entered rnto a eontract wrth the Crty asdescnbed heretn, and tncludes all partners, affrhates, and lotnt ventures of such person or enirty

; "Dtrect Partrctpation" the total value of payments made to MBE or WBE frrms for work that rscompleted tn thetr Area of Specralty directly related to the performance of the sublect matter ofthe Task Order wrll count as Dtrect Partrcrpatron toraard the Task Order Specrfic Goals.

k. "Dtrector/' means the Drrectory of Certrfled "Mrnorrty Busrness Enterprrses" and "WomenBustness Enterprtses" rnarntarned and pubhshed by the Crty of Chrcago. The Directory rdentfrcsflrms that have been certtfied as MBEs and WBEs, and rncludes both the date oi therr lastcerttficatron and the area of specralty rn whrch they have been certrfied. Consultants areresponstble for verifyng the current certficatron status of all proposed MBE, and WBE frrms

I "Good Fatth Efforts" means actrons undertaken by a bdder or Consultant to achreve a ContractSpecrftc Goal that the CPO or hts or her designee has determtned, by therr scope, lntensrty, andappropriateness to the ob1ecfuve, can reasonably be expected to fulfrll the program'srequrrements

m. "lndlrectParfucipatlon"referstothevalueofpaymentsmadetoMBEorWBEfrrmsforworkthatrsdone tn thetr Area of Specralty related to other aspects ofthe Consultant's busrness. (Note nodollar of such tndtrect MBE or WBE partrcrpation shall be credrted more than once agarnst aConsultant's MBE or WBE commrtment wlth respect to all government contracts neH Uy tfratConsultant )

n "Jotnt venture"means an assocrafuon of a MBE or WBE frrm and one or more otherfirms to carryout a slngle, for-proftt bustness enterpnse, for whrch each lornt venture partner contrrbuteiproperty, capttal, efforts, sktlls and knowledge, and rn whrch the MBE orWBE rs responsrbleforadtsttnct, clearly defrned portion of the work of the Task Order and whose share rn the caprtalcontnbutlon, control, management, nsks, and profrts of thelornt venture are commensuratewrth[s ownership lnterest

o. "Mtnority Bustness Enterpnse" or'MBE" means a frrm awarded certrficatton as a minontyownedand controlled bustness in accordance wrth Crty Ordrnances and Regulatrons as well as a firmawarded certficatton as a mtnority owned and controlled business by Cook County, lllinois.

p. "Muntctpal Code of Chtcago" or "MCC" means the Municrpal Code of the Crty of Chrcago

q "Proposal" means the detarled descnption of the Seruces to be provrded by the Consultant inresponse to a Task Order Request rssued rn accordance wrth the Master Consultrng Agreement

r. "Suppher" or "Dtstnbutor" refers to a company that owns, operates, or marntarns a store,warehouse or other establrshment rn which materials, supphes, articles or equipment are bought,kept tn stock and regularly sold or leased to the pubhc rn the usual course of busrness A regulardtstributor or supplier ts a ftrm that owns, operates, or maintarns a store, warehouse, or other

67

ilt.

establshment tn whrch the matenals or supplies requrred for performance of the Task Order arebought, kept rn stock, and regularly sold to the publc rn the usual course of busrness To be aregular dtstnbutor the flrm must engage rn, as rts princrpal busrness and rn rts own name, thepurchase, and sale of the products in questron. A regular drstnbutor rn such bulk rtems as steel,cement, gravel, stone, and petroleum products need not keep such products rn stock if rt owns oioperates drstnbutron equrpment

"Task Orde/' means a! aPPrgved Proposal, as modfied by negotratron between the City andConsultant, slgned bythe CPO and rssued pursuant to the Task Order procedures set forthln theMaster Consultrng Agreement

"Women Bustness Enterprtse" or "WBE" means a frrm awarded certrficatron as a women ownedand controlled bustness tn accordance wth City Ordinances and Regulattons as well as a firmawarded certrficatron as a women owned business by cook county, ilhnors

Joint VenturcsThe. formatton of lotnt ventures to provrde MBEs and WBEs wrth capaoty and experience at the pnmecontrachng level, and thereby meet the Task Order's MBEAIVBE paftcrpatlon goals (in whole or rn part)rsencouraged. A;olnt venture may consrst of any combrnatron of MBEs, WBEs, and non-certlfied frims aslong as one member ts an triBE or WBE

A. The lornt venture may be efigible for credrt towards the Task Order's MBE /VBEpartrcipatlon goals only lf

1 The MBE or WBE lornt venture partner's share rn the caprtal contnbuton, control,management, nsks and profits of the lornt rcnture rs equal to rts oramershrp rnterest,

2 The MBE or WtsE lornt venture partner ts responsrble for a drstinct, clearly defrned portionof the requlrements of the Task Order for whrch rt rs at nsk,

3 Each lornt venture partner executes the proposal to the Grty and

4 The jotnt venture partners have entered rnto a wntten agreement specrfyng the terms andcondittons of the relatronship between the partners and therr relatronshrp and responsrbilitresto the Task Order, and all such terms and condrtionsare rn accordance wrth the condrtionsset forth in ltems 1,2, and3 above in thls paragraph A

B The Chief Procurement Offrcer shall evaluate the proposed lornt venture agreement, theSchedule B submrtted on behalf of the proposed jornt venture, and all related documenis todetermtne whetherthese requtrements have been satrsfied The Chref Procurement Officershallalso constder the record of the lornt venture partners on other Crty of Chrcago contractsffaskOrders The dectston of the Chief Procurement Officer regardrng the eliglbrlrty of the lornt venturefor credlt towards meettng the Task Order's MBEMBE partrcrpation goats, and the portron ofthose goals met bythe loint renture, shall be fnal.

The lotnt venture may recetve MBE or WBE credrt for work performed by the MBE or WBE jorntventure partne(s) equal to the value of work performed bythe MBE or WBE wrth its own foicesfor a drstrnct, clearlydefined portlon of the work,

Addtttonally, rf employeesof thelorntventureentrtyrtself (asopposedtoemployeesof theMBEorWBE partner) perform the work then the value of the work may be counted toward the Task

68

Order's MBE/WBE partrcrpatton goals at a rate equal to the MBE or WBE firm's percentage ofparlcrpatron rn the lornt lenture as descnbed rn Schedule B

The Chief Procurement Offrcer may also count the dollar value of work subcontracted to otherMBEs and WBEs Work performed by the forces of a non-certified loint venture partner shall notbe counted toward the Task order's MBEMBE particrpatron goals

C Schedule B MBEMBE Affrdavrt of Jornt Venture

Where the btdder's Compltance Plan rncludes the partrcrpatron of any MBE or WBE as a prntventure partner, the btdder must submrt wrth rts proposal a Schedule B and the proposed jontventure agreement These documents must both clearly evidence that the MBE or WBE jointventure partner(s) will be responsrble for a clearly deflned portuon of the work to be performed,and that the MBE's or WBE's responstbrlttres and nsks are proporfionate to rts ownershrppercentage The proposed lornt \,enlure agreement must nclude specfrc detarts related to.

1 The parttes' contnbuttons of caprtal, personnel, and equrpment and share of the costsof rnsurance and bonding;

2 Work ttems to be performed by the MBE's or WBE's own forces andlor work to beperformed by employees of the newly formed lornt lenture entrty

3 Work ttems to be performed under the supervrsron of the MBE or WBE jornt venturepartner, and

4. The MBE's or wBE's commrtment of management, superusory, and operatvepersonnel to the performance of the Task Order.

Notice: Vague, general descriptlons of the responsrbrlrtres of the MBE or WBE lotnt venture partner donot proude any basts for awardtng credit For example, descnptons such as "parfuopate rn the budgetrngprocess,"r'asstst wth htflng," or "work wrth managers to rmprove customer servce" do not rdentrfy dritrnct,clearly deftned porttons of the work. Roles assrgned should requtre achvitres that are performed on aregular, recurrlng basts rather than as needed. The roles must also be pertrnent to the nature of thebustness for whtch credtt rs berng sought. For rnstance, f the scope of work requrred by the City entailsthe deltvery of goods or seruces to vanous srtes ln the City, statrng that the MBE or WBE jornt-venturepartner wtll be responsrble for the performance of all routrne marntenance and all repatrs requrred to thevehrcles used to deltver such goods or seruces rs perfunent to the nature of the busrness for whrch creditrs berng sought

Notice: The City requtres that, whenever a lornt venture rs proposed as the pnme Consultant, each jointventure partner must separately srgn the proposal to the Crty, rn the pages captioned TO BE EXECUfEDBY A CORPOMTION; TO BE EXECUTED By A PARTNERSH|p; and/or TO BE EXECUTED By ASOLE PROPRIETOR, as apphcabte

IV. COUNTING MBE/WBE PARTTCIPATION TOWARD THE TASK ORDER GOALS

Refer to thrs sectton when preparing the MBEMBE compliance plan and completrng Schedule D-3 forguidance on what value of the particrpatron by MBEs and WBEs will be counted toward the stated TaskOrder Speqflc Goals The "Percent Amount of Participatron" depends on whether and wrth whom a MBEor WBE subcontracts out any portlon of rts work and other tsctors.

Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance ptan as

69

eithera MBE or a WBE to demonstrate comptiance with the Task Order Specific Goals. For example,a firm certfied as both a MBE and a WBE may only hsted on the brdder's compfiance plan under one of thecategortes, but not both Only payments made to MBE and WBE firms that meet BOTH theCommercially Useful Function and Area of Specialty requirements above will be counted toward theTask Order Specific Goals.

A Only expendtlures to frrms that perform a Commercially Useful Function as defrned above maycount toward the Task Order Speclfic Goals.1 The CPO wrll determtne whether a frrm rs performrng a commeroally useful functron by evaluatrng

the amount of work subcontracted, whetherthe amount the frrm rs to be pard underthe contract ricomrnensurate wtth the work tt ts actually performrng and the credrt clarmed for its performance ofthe work, rndustry practices, and other relewnt factors

2 A MBEoTWBE does not perform a commerciallyusefulfuncton rf rts parttcipation rs onlyrequrredto recetve payments tn order to obtarn the appearance of MBE or WBE particrpatron The CpOmay examlne stmtlar commerctal transactrons, partrcularly those rn whrch MBEb or WBEs do notpartlctpate, to determtne whether non MBE and non WBE frrms perform the same functron rn themarketplace to make a determrnatron

B Only the value of the dollars pard to the MBE or WBE firm for work that rt performs rn rts Area ofSpecialty rn whtch rt ls certified counts toward the Task Order Speclfic Goals

C lf the MBE or WBE performs the vrrcrk rtself1 10Oo/o of the value of work actually performed by the MBE's or WBE's own forces shall be

counted toward the Task Order Specrfrc Goals, rncludrng the cost of supplres and matenalspurchased or equtpment leased by the MBE or WBE from third partres or second tiersubConsultants tn order to perform rts (sub)contract wrth (s own forces (except supphes andequtpment the MBE or WBE subConsultant purchases or leases from the Consultant or [saffiltate. 0% of the value of work that a MBE or WBE subcontracts to a non-certified firmcounts toward the Task Order Specific Goals

D lf the MBE or WBE rs a manufacturer.1 lOOo/o of expenditures to a MBE or WBE manufacturer for items needed for the Task Order shall

be counted toward the Task Order Specrfrc Goals A manufacturer rs a frrm that operates ormatntalns a factory or establishment that produces on the premtses the matenals or supphesobtained by the brdder or Consultant

E lf the MBE or WBE rs a drstributor or suppher.1 6A0/o of expenditures for matenals and supplies purchased from a MBE or WBE that rs certified

as a regular dealer or supplier shall be counted toraard the Task Order Specrfic Goals

F lf the MBE or WBE is a broker1 Ao/o of expendrtures paid to brokers r,r,rll be counted toward the Task Order Specrfic Goals2 As defrned above, Brokers proude no commeroally useful functron

G lf the MBE or wBE rs a member of the jornt rcnture consultanuproposer.1 A lornt venture may count the portion of the total dollar value of the Task Order equal to thedtsttnct, clearly deftned portion of the work of the Task Order that the MBE or WBE performs wrthits own forces toward the Task Order Specrfic Goals, or

2. lf employees of thrs distinct jornt venture entity perform the work then the value of the work maybe counted toward the Task Order Specrfic Goals at a rate equal to the MBE or WBE frrm'ipercentage of partlcrpatton rn the joint r,enture as descnbed rn Schedule B

70

v.

3. A lotnt venture may also count the dollar value of work subcontracted to other MBEs and WBEs,however, work subcontracted out to noncertrfied frrms may not be counted

lf the MBE or WBE subcontracts out anyof rts work:1 100o/o of the value of the work subcontracted to other MBEs or WBEs performrng work rn its Area

of Specralty may be counted toward the Task Order Specific Goals.2 0o/o of the value of work that a MBE or WBE subcontracts to a norrcertrfied firm counts toward

the Contract Specrfic Goals (except as allowed by C 1 abor,re).3 The fees or commtssrcns charged for provrding a bona fide seruce, such as professronal,

techntcal, consulttng or managenal seruces or for provrdrng bonds or tnsurance and assstance tnthe procurement of essenttal personnel, facrlrtrcs, equrpment, matenals or supphes required forperformance of the Task Order, may be counted toward the Task Order Specfrc Goals, provrdedthat the fee or commtsston ts determrned by the Chref Procurement Offrcer to be reasonable andnot excesstve as compared wrth fees customarrly allowed for srmrlar seruces.

4 The fees charged for defivery of matenals and supplres requrred on a 1ob srte (but not the cost ofthe matenals and supphes themselws) when the hauler, trucker, or dehvery seruce rs not alsothe manufacturer of or a regular dealer rn the matenals and supphes, provrded that the fee rsdetermined by the Chtef Procurement Officer to be reasonable and not excesslve as comparedwith fees customarily allowed for srmllar seruces

5 The fees or commlsstons charged for prouding any bonds or tnsurance, but not the cost of thepremlum ltself, spectftcally requrred for the performance of the Contract, prouded that the fee orcommtsston ts determtned by the Chref Procurement Offrcer to be reasonable and not excessrveas compared wrth fees customarrly allowed for srmrlar servces

REGULATIONS GOVERNING REDUC.NONS TO OR WAIVER OF MBE/WBE GOALS

The followtng Regulatrons set forth the standards to be used ln determrnrng whether or not a reductlon orwarvers of the MBE/WBE commitment goals of a particular Task Order are approprrate. lf a bidderdetermtnes that tt ts unable to meet the MBE and/or WBE goal percentage on a City of Chrcago TaskOrder, a wntten request for the reducton or warver of the commrtment must be rncluded rn the TaskOrder proposal

The wntten request for reductton or warver from the commitment must be rn the form of a srgned petrtronfor grant of reltef from the MBEAruBE percentages submrtted on the btdder's letterhead, and mustdemonstrate that all requtred efforts as set forth rn these Special Condftrons were taken to secure ehgtbleMtnonty and Women Bustness Enterpnses to meet the commltments The Chref Procurement Offrcer ordestgnee shall determine whether the request for the reductron or uatver wll be granted

All bidders wrll be considered responsrve to the terms and conditions of these SpecralConditrons if, atthettme of btd, it submils a watver request and all supporting documentatron that adequately addresses thecondittons for watver of MBEMBE goals, rncludrng proof of notification to assrst agencrcs except,

1) Btdders responding to Request for Proposals (RFPs) who have been rdentlfied as a short hstedcanddate and/or a prospectrve awardee wrll be grven a designated tme allowance, but no more thanfourteen (14) calendar days to submrl to the Department of Procurement Services completedocumentatton that adequately addresses the condftrons for watver descrrbed herern, and

2) Btdders respondtng to Request for lnformatron and or Qualficatrons (RFI/RFQs) deemed bythe ChrefProcurement Offlcer or authonzed desrgnee to be the most responslve and responsrble shall submrtdocumentatton that adequately addresses the conditions forwarver descrrbed herern dunng negotratons.

7l

A.

Fatlure to submtt documentaton suffrqent to support the warver request wrll cause the proposal to befound non-responsrve by the Chref Procurement Offrcer, and the proposal wtll be re.;ected In such casesthe remedtes to be taken bythe Chref Procurement Offrcer, rn hrs or herdrscrefuon, maytnclude, but arenot ltmtted to, forfetture of brd depostt, negotiating wrth the next lowest bdder; or re-advertisrng theproposal. All bidders must submrt all requrred documents at the trme of proposalopentng to expedrte theTask Order award

Di recUlndirect Participation

Each of the followrng elements must be present rn order to determrne whether or not such a reductron orwarver rs appropnate

1 The btdder has documented the unsuccessful sohcrtatron for erther subOonsultants orlotnt venture partners of at least 50% (or at least frve when there are more than eleven certrfiedftrms tn the commodftyarea) of the approprrate certrfied MBE/VVBE frrms to perform any drrector tndlrect work tdentfted or related to the Task Order proposal Documentatrcn must rncludebut rs not necessanly Imrted to'

a. A detatled statement of efforts to rdentrfy and select portions of work identrfred rn theproposal solicrtahon for subcontractrng to IvBEs and WBEs,

b A ltsttng of all MBEs and WBEs contacted for the proposal sohcrtation that rncludes

r Name, address, emarls and telephone number of MBEMBE frrms sohcrted,rr Date and time of contact,m Person contacted;rv Method of contact (letter, telephone call, Ecsrmrle, electronrc marl, etc )

c. Copies of letters or any other evrdence of marhng that substantetes outreach to MBEMBEvendors that rncludes.r Propct rdentrficatron and locatron,rr Classtftcation/commodrtyof work rtems for whrch quotafuons were sought,ur Date, rtern, and location br acceptance of subConsultant bds;tv Detatled statements summanzng drrect negotiatrons wrth appropnate MBEs and

WBEs for speofic portrons of the work and rndicatrng why negotrations were notsuccessful;

v Afftrmation that Good Farth Efforts have been demonstrated by: choosrngsubcontractng opportunfies lrkely to achreve MBEA /BE goals, not rmposing anyItmlting condittons whtch were not mandatoryfor all subConsultants, proudrng noticeof subcontracting opportunfires to M/VVBE firms and assrst agencies at least frve (5)busrness daya rn advance of the rnrtral brd due date

2 SubConsultant partrcrpatron will be deemed excessrvely costly when the MBE/WBEsubConsultant proposalexceeds the average price quoted bymore than twengpercent(20%)ln order to establish that a subConsultant's quote is excessrvely costly, the brdder must proudethe following rnformation:

a, A detatled statement of the work rdentrfred for MBEMBE partrcrpatron forwhrch the bidderasserts the MBEMQE quote(s) r,vere excessrvely costly (rn excess of 20o/o hrgher).

OR

72

b. A listtng of all potenttal subConsultants contacted for a quotatton on that uork rtem,c Pnces quoted for the subcontract rn questron by all such potentral subConsultants forthatwork rtem

3 Other documentatton that demonstrates to the satisfactron of the Chref ProcurementOfftcer that the MBEAIVBE proposals are excessrvely costly, even though not rn exces s of ZO%htgher than the average price quoted This determrnaton wrll be basedbn factors that rnclude,but are not hmrted to thefollowing.

The Crty's estrmate for the work under a specfic subcontract;The btdder's own estrmate for the work under the subcontract;An average of the bona fide pnces quoted for the subcontract,Demonstrated lncrease tn other Task Order costs as a result of subcontracting to the

MIWBE or other firm.

Assist Agency Participation

Everywatverand/or reductton request must rnclude eudence that the brdder has prouded tlmelynotice ofthe need for subConsultants to an appropnate assoctaton/asslst agency representiatve of tne irtAEiWBEbustness communttyshown rn AttachmentA Thrs notrce must be grven at leastfrve (S) busrness days inadvance of the lnrtial brd due date

The nottce requtrement of thrs Sectron wrll be satrsfied rf a brdder contacts at least one of theassoctattons on Attachment Awhen the pnme Consultant seeks a watver or reductrcn in the utihzatrongoals Attachment B proudes the letter format that a pnme Consultant may use Proof of notrflcatron pnorto proposal submtttal (e.9. certrfied marl recetpt or hcsrmrle transmrttal recerpt) wll be requrred foranyproposal submttted to be deemed responsrve on the date of proposal opentng lf deemed approprrate,the Contract Comphance Offtcer may contact the assrst agencyfor verrficatron of notrficatlon

lmpracticability

1 . lf the Chtef Procurement Offtcer determrnes that a lesser MBE and/or WBE percentage standardls appropnate wtth respect to a particular Task Order sublect to competltne brddrng prror to theproposal sollcitattons for such Task Order, proposal specifcatrons shall rnclude a itatement ofsuch reused standard

2 The requtrements set forth rn these Regulahons shall not apply where the Chief ProcurementOfftcer determtnes pnor to the proposal solrcrtattons that MBEAffBE subConsultant partrcrpaton rsrmpractrcable

Thts may occur whenever the Chref Procurement Offrcer determines that for reasons of time, need,tndustry practlces, or standards not preuously known by the Chief Procurement Offrcer, or such otherextreme ctrcumstances as may be deemed appropriate, such a Warver rs in the best interests of the City.This determinatpn may be made rn connectron wrth a partrcular fask Order, whether before the Tast<Order ts let for bid, durrng the proposal or award process, before or dunng negotrahon of the Task Order,or during the performance of the Task Order.

For all nottficattons requtred to be made bybrdders, rn situatrons where the Chref Procurement Ofircerhas determined that ttme ts of the essence, documented telephone contact may be substituted for lettercontact

PROCEDURE TO DETERMTNE PROPOSAL COMPLTANCE

abcd

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vt.

73

A.

A btd may be relected as non-responsrve f rt farls to submrt one or more of the followrng wrth rts brddemonstrating tts Good Faith Efforts to meet the Contract Specrflc Goals by reachtng out to MBEs andWBEs to perform work on the contract 1)An MBE/WBE comphance plan demonstratrng how the brdderplans to meet the Contract Specrfrc Goals; and/or 2) a request for reduction or watver of the ContractSpecfrc Goals rn accordance riuth Sectlon 2-92-450 of the MCC

Only compliance plans utilizing MBE and WBE firms that meet BOTH the Commercialty UsefulFunction and Area of Specialty requirements will be counted toward the Contract Specific Goals.

The followtng Schedules and descrrbed documents consttute the brdder's MBE /VBE proposal, and mustbe submrtted rn accordance with the gurdelines stated

Schedule C-3: Letter of lntent from MBE/WBE to Perform as SubConsultant, Supplier, and/orConsultant

The btdder must submtt the approprmte Schedule C-3 wrth the Task Order proposal for each MBE andWBE rncluded on the Schedule D-3 The Crtyencourages subConsultants to utrhze the electronrcfrllableformat Schedule C-3, whlch rs avarlable at the Department of Procurement Servlces webste,http //crtyofchicago orglforms Each Schedule C-3 must accurately detarl the work to be performed bythe MBE or WBE and the agreed upon rates/pnces. Each Schedr.le C-3 must also rnclude a separatesheet as an attachment on whrch the MBE or WBE fully descrrbes rts proposed scope of work, lncludrnga descnptton of the commerctally useful functton berng performed by the MBE or WBE rn rts Area oiSpeoalty lf a facstmrle copy of the Schedule C-3 has been submrtted wrth the Task Order proposal, anexecuted ortgtnal Schedule C-3 must be submrtted bythe bldderforeach MBE and WBE rncluded on theSchedule D-3 wrthrn five (5) busrness days after the date of the proposalopenrng

Fatlure to subm( a completed Schedule C-3 rn accordance wrth thrs sectrcn shall entrtle the Crtyto deemthe bd/proposal norrresponstve and therefore relect the brd/proposal

Letters of Certifi cation.

Acopyof each proposed MBE/WBEfrrm'scurrentLetterof CertrfrcationfromtheCrtyof ChicagoorCookCounty, llllnots, must be submttted wrth the proposal All Letters of Certrficatron rssued by the Crty ofChtcago and Cook County rnclude a statement of the MBEMBE frrm's Area of Speoalty. The MBE ruBEftrm's scope of work, as detarled by therr Schedule C-3, must conform to thelr stated Area of Specialty.

Joint Venture Agreements.

lf the btdder's MBEAffBE proposal includes the participatron of an MBEMBE as loint venture on any trcr(efiher as the btdder/Consultant or as a subConsultant), the brdder must provide a copy of the lorntventure agreement and a Schedule B along wlth all other requirements lsted rn Sectron lltabove lnorder to demonstrate the MBEMBE partner's share rn the ownership, control, managementresponstbiltties, risks and profrts of the joint venture, the proposed lornt venture agreement must rncJudesoecific detatls related to: (1) contributions of caprtal and equipment, (2) work responsrbrlrties or otherperformance to be undertaken by the MBE /VBE, and (3) the commrtmentof management, superusoryand operative personnelemployed bythe MBEMBE to be dedrcated to the performanceof the contract.The joint venture agreement must also clearly defrne each partner's authonty to contractually obhgate

the joint venture and each partner's authonty to expend loint venture funds (e g , check srgning authonty)

Schedule D-3: Affidavit of Prime Consultant- MBEMBE Compliance Plan

B.

c.

D.

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v[.

A

Btdders must submtt, together wrth each Task Order proposal, a completed Schedule D-3 commrttlngthem to the utrhzation of each hsted MBE/WBE frrm The Crty encourages brdders to utrhze the electronrcftllable format Schedule D-3, whrch rs avarlable at the Department of Procurement Seruces websrte,http //crtyofchrcago orglforms Except rn cases where the brdder has submfited a requestfora completewatver of or variance from the MBEMBE commrtment rn accordance wrth Sectron V herern, the brddermust commit to the expenditure of a speofrc dollar amount of partropatron by each MBE/WBE firmtncluded on thetr Schedule D-3 The total dollar commrtment to proposed MBEs must at least equal theMBE goal, and the total dollar commrtment to proposed WBEs must at least equal the WBE goal Brddersare responstble for calculattng the dollar equrvalent of the MBE and WBE goals as percentages of therrtotal base blds or tn the case of Term Agreements, depends upon requtrements agreements and blanketagreements, as percentages of the total estrmated usage. All commrtments made by the bidder'sSchedule D-3 must conform to those presented rn the submfied Schedule C-3 Brdders shall not bepermttted to add MBEs or WBEs after brd openrng to meet the Task Order Specrfrc Goals, however,Consultants are encouraged to add addrhonal MBEMBE vendors to therr approved compliance plandunng the performance of the contract when addrtronal opportunrtres for partrcrpation are identifiedExcept tn cases where substanttal and documented lustrfrcatron rs provrded, brdders wrll not be allowed toreduce the dollar commttment made to any MBE or WBE rn order to achreve conformfiy between theSchedules C-3 and D-3All commttments for loint uenture agreements must be dekneated rn tre Schedule B

REPORTTNG REOUTREMEN-TS DURTNG THE TERM OF THEJASK ORDER

The Consultant wrll, not later than thrrty (30) calendar days from the award of a Task Order by the Crty,execute formal contracts or purchase orders wrth the MBEs and WBEs rncluded rn therr approvedMBEAruBE Utrltzatton Plan These wntten agreements wrll be made avarlable to the Chref ProcurementOfficer upon request

The Consultantwtll be responsrble for reportrng payments to all subConsultants on a monthly basrs rn theform of an electrontc audrt. Upon the frrst payment rssued by the Crty of Chrcago to the Consultant forservices performed, on the frrst day of each month and every month thereafter, emall and or fax audfnottfications wtll be sent out to the Consultant wrth instructrons to report payments that have been madein the pnor month to each subConsultant The reportrng of payments to all subConsultants must beentered into the Certrficatton and Comphance Monrtorrng System (C2), or whatever reportrng system rscurrently rn place, on or before the fifteenth (1sth) dayof each month

Once the Consultant has reported payments made to each MBE and WBE, rncluding zero dollar amountpayments, the MBE and WBE wrll receive an emarland orfax notrficatron requestrng them to log rnto thesystem and conftrm payments recerved. All monthly confrrmatpns must be reported on or before the 20thday of each month Consultant and subConsultant reportrng to the C2 system must be completed by the25th of each month or payments may be wrthheld

All subcontract agreements between the Consultant and MBEMBE frrms or any first tler non-certrfiedftrm and lower tter MBEA/VBE frrms must contarn language requiring the MBEMBE to respond to emartand/or fax notficattons from the Crty of Chrcago requrring them to report paynents recerved for the pnmeor the non-certffied frrm

Access to the Certificatron and Compliance Monrtorrng Syatem (C2), whrch rs a web based reportrngsystem, can be found at: https /ichicaqo m\^dbe com

The Chtef Procurement Offrcer or any party designated by the Chref Procurement Officer, shall haveaccess to the Consultant's books and records, rncludrng wfihout hmrtaton payroll records, tax retums andrecords and books of account, to determrne the Consultants comphance wfih rts commfimentto MBE and

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75

WBE partrctpatton and the status of any MBE or WBE performtng any porton of the Task Order Thrsprovlslon shall be tn addrtion to, and not a substrtute br, any other prouston allowrng rnspectlon of theconsultanfs records by any officer or offrcral of the crty for any purpose

F. The Consultant shall maintain records of all relevant data with respect to the utrhzatron of MBEs andWBEs, retaintng these records for a perrod of at least ftve years after frnal acceptance of the work Fullaccess to these records shall be granted to City, federal or state authonties or otherauthorized persons

vu. CHANGES TO COMPI-IANCE PLAN

A No changes to the Compltance Plan or Task Order MBE and WBE commrtmentsor substrtutionof MBE or WBE subConsultants may be made wlthout the prror wntten approval of the ContractCompltance Offrcer Unauthonzed changes or substrtutrons, rncludrng'performrng the workdestgnated for a subConsultant wrth the Consultant's own forces, shall-be a vrolah6n of theseSpeclalCondttrons and a breach of the Task Orderwlth the Crty, and maycause termrnatron of theexecuted Task Order for breach, and/orsublect the brdder or Consultant to contract remedres orother sancttons The facts supportrng the request for changes must not have been known norreasonably could have been known by the parties pnor to entenng rnto the subcontract Brdshopplng ts prohrbrted The brdder or Consultant must negottate wrth the subConsultant to resolvethe problem. lf requested by either party, the Department of Procurement Seruces shalt facrlrtatesuch a meettng. Where there has been a mrstake or drsagreement about the scope of work, theMBE or WBE can be substttuted only where an agreement cannot be reached for a reasonabtepnce for the correct scope of work

B Substttuttons of a MBE or WBE subConsultant shall be permrtted onlyon the following basrs

Unavailabrlrty after recerpt of reasonable notrce to poceed,Failure of performance;Frnancral rncapacity,Refusal by the subConsultant to honor the proposal prrce or scope,Mtstake of fact or law about the elements of the scope of work of a sohcltatpn where areasonable price cannot be agreed,

6 Fatlure of the subConsultant to meet insurance, licensrng, or bondrng requrrements,7 The subConsultant's wrthdrawal of rts proposal;8 SubConsultant provrded false rnformatton, or9. De-cerhficatnn the subConsultant as a MBE or WBE (graduatron from the MBEAruBE

program does not constrtute decertrficatron),

C lf it becomes necessary to substitute a MBE or WBE or othenruise change the Complrance plan,the procedure wll be as follows'

1 The bidder or Consultant must notrfy the Contract Comphance Officer and Chref ProcurementOfftcer in wnttng of the requesl to substitute a MBE or WBE or otherwrse change theCompliance Plan The request must state specrfrc reasons for the substrtutron or change Aletter fom the MBE or WBE to be substrtuted or affected by the change statrng that rt cinnotperform on the Task Order or that it agrees wrth the change rn its cope of work must besubmrtted wrth the request.

2 TheCttywtllapproveordenyarequestforsubstrtutronorotherchangewrthinl5busrnessdaysof receipt of the wrrtten request.

3 Where the brdder or Consultant has estabhshed the basrs for the substltutron to the sattsfactionof the Chref Procurement Officer, rt must make Good Farth Efforts to meet the Task OrderSpectftc Goal by substrtutrng a MBE or WBE subConsultant. Documentatrcn of a replacement

1

23.45.

76

MBE or WBE, or of Good Farth Efforts, must meet the requlrements tn sectrons V and Vl lf theMBE or WBE Task Order Specific Goal cannot be reached and Good Farth Efforts have beenmade, as determrned by the Chref Procurement Offrcer, the brdder or Consultant may substrtutewrth a non-MBE or non-WBE

4 lf a brdder or Consultant plans to hire a subConsultant for any scope of work that was notpreuously disclosed rn the Compltance Plan, the brdder or Consultant must obtarn the approvalof the Chref Procurement Officer to modrfy the Compliance Plan and must make Good FarthEfforts to ensure that MBEs or WBEs have a fatr opportunrty to brd on the new scope of work.5 A new subcontract must be executed and submrtted to the Contract Comphance Offrcer wrthinflve bustness days of the brdder's or Consultant's recerpt of Crty approval for the substrtuton orother change

The C(y shall not be requtred to approve extra payment for escalated costs rncurred by theConsultant when a substttutron of subConsultants becomes necessary to comply wtth MBE/{,VBETask Order requrrements

tx. NON.COMPLIANGE AND DAMAGES

Wtthout llmttatton, the followrng shallconstrtute a matenalbreach of thrs Task Orderand entflethe Crtyto declare a default, termrnate the Task Order, and exercrse those remedres provrded fortn the contract at law or tn equrty. (1) farlure to demonstrate good farth efforts to complywrth MBEor WBE partrctpatton requrrements, and (2)drsquahfrcatpn as a MBE orWBE of the Consultantoranylolnt venture partner, subConsultant or suppher if its status as an MBE or WBE was a factor rnthe award of the Task Order and such status utrs mtsrepresented bythe Consultant.

Payments due to the Consultant may be wthheld untl correctrre actron rs taken

Pursuant to 2-92-445, remedres or sanctrons may tnclude a penalty rn the amount of thedtscrepancy between the amount of the MBE/VVBE partrcipatron commrtment and the achlevedamount of MBEMBE partrcrpatton, drsqualfrcatron from contracting or subcontractng onaddtttonal Ctty contracts for up to three years The consequences prouded herein shall be rnaddttton to any other cnmtnal or crr,tl habrlrty to whrch such entrtres may be sublect.

The Consultant shall have the nght to protest the determrnatron of non-compfuance and thetmposttton of any penalty by the Chref Procurement Officer pursuant to 2-92-445 of the Munropalcode of the crty of chrcago, wrthrn 15 business days of the determinatron

x Arbitration

ln the event a Consultant has not comphed wrth the contractual MBEMBE percentages rn rtsSchedule D, underuttlization of MBEsMBEs shall entrtle the affected MBE/WBE to recover fromthe Consultant damages suffered by such entity as a result of berng underutlhzed; provrded,however, that thrs provtston shall not apply to the extent such underufuhzatron occurs pursuant to awalver or substitution approved by the Crty The Ordrnance and contracts sublect thereto provrdethat any dtsputes between the Consultant and such affected MBEsMBEs regardrng damages shallbe resolved by btndrng arbrtratron before an rndependent arbitrator other than the Crty, wrthreasonable expenses, rncludtng attorney's fees, berng recoverable by a prevarling MBE/WBE rnaccordance wtth these regulahons This provrsron rs rntended for the benefrt of any MBEAruBEaffected by underutthzatlon and grants such entlty speofrc thrrd party benefrcrary rrghts. Any rightsconferred by thts regulatlon are non-waivable and take precedence over any agreemeni tothecontrary, includrng but not hmited to those contarned rn a subcontract, suborder, or communrcatedorally between a Consultant and a MBEAffBE.

B

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B An MBEMBE desrnng to arbrtrate shallcontact the Consultant in wntrng to inrtrate the arbrtratrveprocess. Except as othenmse agreed to rn wnttng by the affected partres sublect to the llmrtationcontatned in the last sentence of the preuous paragraph, wrthrn ten (10) calendar days of theConsultant recelvlng notrftcation of the rntent to arbrtrate from the MBE ruBE the above-descnbeddtsputes shall be arbitrated in accordance wrth the CommercialArbrtration Rules of the AmericanArbttrationAssociatton (AAA), a not-for-profit agency, wfih an ofirceal225 North Mrchtgan Avenue,Sutte 2527, Chrcago, llhnois 60601-7601 [Phone: (312)616-6560; Fax: (312)819-0+Oa1 rutsucharbilrattons shall be rnitrated bythe MBEMBE fihng a demand for arbrtratron wrth the AM, shall beconducted by the 4rdtr; and held rn Chlcago, llhnols

C All arbttrahon fees are to be pard pro rata by the partres, however, that the arbfrator rs authonzed toaward reasonable expenses, tncludrng attomey's and arbrtratorfees, as damages to a prevarhngMBE^/vBE

D The MBEAI/BE must send the Crty a copy of the Demand for Arbrtratron wthtn ten (10) calendardays after it ts ftled wtth the AAA The MBEMBE also must send the Crtya copy of the decisron ofthe arbttrator withtn ten ( 10) calendar days of recerung such deasron Judgment upon the awardrendered by the arbitrator may be entered rn any court of competent lunsdrcton

Xl Equal Emplovment Oppoftunitv

Compliance with MBE and WBE requtrements will not drmrnish or supplant equal employment opportunrtyand civtl nghts provtstons as requrred by law related to brdder or Consultant and subOonsultantoblgatrons.

78

MUST

SCHEDULE D.3Affrdavtt of Prime Consultant

Task Order Servrces ContractsMBEMBE Complrance Plan

BE SUBMITTEDWITH THE BtD. FAILURE TO SUBMITTHE SCHEDULEBID TO BE REJECTEO. DUPLICATE AS NEEDED.

FORTASK ORDER

SERVICESCONTRACTS ONLY

D.3 WILL CAUSE THE

Contract PO No

Task Order Prolect Descrrptron

I HEREBY DECLARE AND AFFIRM that lam therepresentatlve of

and a duly authorrzed(Trtle of Affrant)

(Name of Pnme ConsultanUConsultant)

and that I have personally revewed the matenaland facts submltted wrth the Schedule C-3s regardrng Mrnorrty BusrnessEnterprtse (MBE) and Women Bustness Enterpnse (WBE) to perform as a subConsultanUsub-consultanU or suppler AllMBEMBE ftrms tncluded rn thrs plan have been certfred as such by the Crty of Chrcago (current letter of certrflcatronattached)

l. Complete this section for each MBE/WBE participating on this Task Order:

1 Name of MBEMBEFrrm

Address

ContactPerson/Trtle

PhoneNumber

Dollar Value of Partrcrpatron

$

Percentage of Partrcrpatron %

lf tndtrect partrctpatton ts betng used, descrrbe rn detarl the servrces that wrll be performed and provrde detarled prolecttnformatton (te , prolect name, descrtptron, locatron, type of servrce and/or supplres that are berng purchased Copres oftnvolces, btll of sale, and cancelled checks must be submfited to the Department of Procurement Servrces upon proyectcompletron

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2 Name of MBEMBEFrrm

Address

ContactPersonffille

PhoneNumber

Dollar Value of Partrcrpaton$

Percentage of Partrcrpattonot/o

lf tndtrect partrclpatton ts betng used, descnbe rn detarl the servrces thatwrll be performed and provde detarled pro,ecttnformatton (re , prolect name, descnptron, locafton, type of servrce and/or supphes that are berng purchased Coprcs oflnvolces, blll of sale, and cancelled checks must be subm rfted to the Department of Procurement Servr6gs upon prqectcompletron

3 Name of MBEMBEFrrm

Address

ContactPerson/Trtle

PhoneNumber

Dollar Value of Partcrpatron

$

Percentage of Partrcrpahon

%

If tndtrect parhctpatton ts betng used, descrtbe rn detarl the servrces that wrll be performed and provrde detarled pro,ecttnformatton (te , prolect name, descrrptton, locaton, type of servrce and/or supples that are berng purchased Copres oflnvolces, btll of sale, and cancelled checks must be submrtted to the Department of Procurement Servces upon projectcompleton

80

4 Name of MBEAtrBEFrrm

Address

ContactPerson/Trtle

PhoneNumber

Dollar Value of Partrcrpatron

$

Percentage of Partrcrpatron%

lf lndtrect partctpatton s berng used, descrrbe rn detarl the servrces that wrll be performed and provrde detarled prolecttnformatton (te , pro;ect name, descrtptron, locaton, type of servrce and/or supples that are belng purchased Copres oflnvorces, btll of sale, and cancelled checks must be submfted to the Department of Procurement Servces upon prolectcompletron

5 Name of MBEMBEFrm

Address

ContactPersonffrtle

PhoneNumber

Dollar Value of Partrcrpatron

$

Percentage of PartropatronYo

lf tndtrect parttctpatton rs betng used, descrlbe rn detarlthe servrces that wrll be performed and provrde detarled propcttnformatton (te , prolect narne, descrrptron, locatron, type of servrce and/or supphes that are berng purchased Copes oflnvolces, btll of sale, and cancelled checks must be submrtted to the Department of Procurement Servrces upon prolectcompletron

81

il.

6 Attach Addrtronal Sheets as Needed

Summary of Direct MBEMBE proposal

1 MBE Drrect Partrcrpatron

ilt,

2. WBE Drrect Parlrcrpatron

2 WBE lndrrect Partrcrpatron

Summary of lndirect MBE/WBE Proposat

MBE lndrrect Partrcrpatron

MBE Firm Name Dollar AmountParticioation ($l

Percent AmountParticioation (o/o)

Total Dlrect MBE Participation

WBE Firm Name Dollar ArnountParticioation ($)

Percent AmountParticioation {o/"1

Total Direct WBE Participation

MBE Firm Name Dollar AmountParticioation ($l

Percent AmountParticioation {%l

Total lndirect MBE Participation

WBE Firm Name Dollar AmountParticioation ($)

Percent AmountParticioation (o/"1

82

Total lndirect WBE Participation

The Consultant destgnates the followrng person as rts MBEMBE Lrarson Offrcer

(Name- Please Pnnt or Type) (Phone)

IDO SOLEMNLY OECLARE AND AFFIRM UNDER PENALTIES OF PERJURY TI{AT THE CONTENTS OFTHE FOREGOING OOCUMENT ARE TRUE ANO CORRECT, THAT NO MATERIAL FACTS HAVE BEEN OMITTED,AND THAT I AM AUTHORIZED ON BEHALF OF THE PRIME CONSULTANT TO MAKE THIS AFFIDAVIT.

(Name of Pnme Consultant - Pnnt or. Type) State of

County of(Srgnature)

(Name/Trtle of Affiant - Pnnt or Type)

(Date)

On thrs day of_,2A-., the above srgned offrcer(Name of Affiant)

personally appeared and, known by me to be the person descrrbed rn the foregorng Affrdavlt, acknowledged that (s)heexecuted the same tn the capacrty stated therern and for the purposes therern contatned

lN WITNESS WHEREOF, I hereunto set my hand and seat

(Notary Pubhc Srgnature)

Commsspn Exprres

83

SEAL

SCHEDULE C.3

FORTASK ORDER

CONTRACTS ONLY

Contract PO No

SubConsultant. Suppller. or Consultant

Task Order Prolect Descnptron

From(Name of MBEMBE Fum)

To and the Crty of Chrcago

The MBE or WBE

to

(Name of Pnme Consultant)

status of the undersgned ts confirmed by

(Date) (Date)

The understgned ts prepared to perform the followrng servrces rn connectron wrth the above named Task Order lf more space tsrequlred to fully descnbe the MBE or WBE proposed scope of servrces and/or payment schedule, tncludrng a descnptron of lhecommercrally useful functron berng performed Attach addrtronal sheets as necessary

The above descnbed performance ts offered for the followrng pnce and descnbed terms of payment

SUB.SUBGONTRACTING LEVELSA zero (0) must be shown tn each blank rf the MBE or WBE wrll not be subcontractng any of the servrces lsted or attached to thrsschedule

% of the dollar value of the MBE or WBE subcontract that wrll be subcontracted to non MBEAruBE Consultants

% of the dollar value of the MBE or WBE subcontract that wll be subcontracted to MBE or WBE Consultants

NOTICE lf any of the MBE or IIYBE scope of services will be subcontracted, llst the name of the vendor and attach a briefexplanation, description and pay item number of the seMces that will be subcontrac{ed.

The undersgned wrll enter rnto a formal wntten agreement for the above work wfth you as a Pnme Consultant, condrtloned upon yourrecetpt of an approved Task Orderftom the Crty of Chtcago, wrthrn three (3) busrness days of your recelpt an approved Task Ordeitom ttreCrty of Chicago

NortGE: THls SCHEDULE ANo ATTACHMENTS REQUTRE oRtctNAL STGNATURES.

(Srgnature of PresrdenUOwner/CEO or Authorrzed Agent of MBEMBE) (Date)

the attached Crty of Chrcago Certrficatron Letter, effectrve,

(Nameffrtle-Please Pnnt)

(Emarl & Phone Number)

84

SCHEDULE B: Affidavit of Joint Venture (MBE/WBE)

This form need not be submrtted rf altlornt lenturers are MBEs and/or WBEs ln such a case, hovtever, awritten lotnt renture agreement ?morc the MBE and WBE venturers must be submitted ln ail proposed lorntventures, each MBE and/or WBE venturer must submrt a copyof thelr current Letter of Certrficairon

All lnformatton Requested bythrs Schedule must Be Ansrirered ln the Spaces Provrded. Do Not Refer to yourJoint Venture Agreement Ercept to Expand on Answers Provrded on this Form lf Addrtronal Space isRequrred, Addrtronal Sheets fvlay Be Attached

Name of jornt ventureAddress of lornt venture

Phone number of lornt venture

ldentrfy each non-MBE/WBE venturer(s).Name of Frrm.Address.Phone.Contact person for matters concernlng h/BEAA/BE comptrance

ilr. ldentfy each MBEAffBE venturer(s)Name of FrrmAddressPhoneContact person for matters concerntng IVBEAA/BE comphance,

lV Descnbe the role(s) of the MBE and/or WBE venturer(s) rn the lornt renture

Attach a cooy of the lornt renture aqreement ln order to demonstrate the ltEE andlor WBE venturer,sshare ln the ownershtp, control, management responsibrlrties, nsks and profts of the lornt uenture, theproposed joint venture agreement must tnclude speofic detarls related to' (1) the contrrbutrons oicaprtaland equrpment, (2) uork rtems to be performed bythe MBEMBE's own forces, (3) rrrork rtems to beperformed under the superviston of the MBEMBE venturer; and ( ) the commrtmert of management,supeMsory and operatt\E personnel employed by the MBEMBE to be dedrcated to the perbrmance ofthe prolect.

Ownershio of the Jornt VentureA. what are the percentage(s) of MBE/wBE ownershrp of the lornt lenture?

MBEA/VBE ownership percentage(s)Non-MBEMBE ownershrp percentage(s) _

B Speclfy MBEMBE percentages for each of the followrng (provlde narratrre descnptrons and otherdetarlas apphcable)'

vt.

85

1 Profrt and loss shanng

2 Capital contnbutrons'(a) Dollar amounts of rnrfial contrrbutron.

(b) Dollar amounts of antrcrpated on-gorng contnbutrons:.

3 Contributlons of equtpment (Specrff t),pes, qualrty and quantitres of equrpment to be provded by eachventurer)'

4 Other applcable ownershrp tnterests, rncludtng ownershrp optons or other agreements vfrrch restlct orhmrt ownershlp andlor control

5 Provrde coples of all wrrtten agreements behneen venturers concerntng thrs prolect

6 ldentfy each current Cityof Chrcago contract (and each contract completed dunng the past trc (2)years) by a lotnt renture of two or more firms partrcipating rn this lornt renture

Vll. Control of and Parttcipatron ln the Joint Venture. ldentrfi by name and firm those rndrviduals who are, orwill be, responslble for, and hare the authorrtyto engage rn the followtng management functions andpoltcy deqsions (lndrcate anylrmttahons to therr authoritysuch as dollir lrmitsind cosignatoryrequrrements )

A. Jolnt venture check stgntng

B Authority to enter contracts on behalf of the loint uenture.

C. Srgnrng, co-stgntng and/or collateraftzng loans

86

D Acqursition of knes of credrt

E Acquisrtron and rndemnficatron of paynent and performance bonds

F Negotiatrng and srgnrng labor agreements

G. Management of contract performance (ldentrfi by name and firm only)

1 Supervisron of field operatrons.

2 Malor purchases

3 Estrmatrng

4 Engrneenng

Vlll. Frnancral Controls of lornt venture.A Whrch ftrm and/or tndtvdualwrll be responsrble for keeping the books of account?

B. ldentify the managtng partner, rf any, and descnbe the means and me6ure of therr compensatron

C What authonty does each venturer hare to cornmrt or obhgate the other to rnsurance and bondingcompanles, finanong tnstfutlons, supplters, subConsultants, and/or other partres partrclpating rn [heperformance of this contract or the raork of this project?

lX State the approxmate number of operattve personnel (by trade) needed to perbrm the lornt renture,swork under thts contract lndrcate utrether theywrll be emplolees of the non-MBEMBE frrm, theMBEA/VBE firrn, or the lornt renture.

87

Trade Non-MBEAIVBE Frrm(Number)

MBE /VBE(Number)

Jornt Venture(Number)

tl A.0y personnel proposed for this project vrltll be employ,ees of the lornt rcntureA Are any proposed.;olnt rcnture employees currently employed by erther lenturer?currently employed by non-MBE/wBE (number) Emplopd by MBEAtrBE _

B ldentifo by name and firm the rndrvdual who wrll be responsrbte for hirrng.;ornt renture emplopes:

C. Whtch venturer wrll be responsrble for the preparation oflornt venture payolls

X- Please state any material facts of addtttonal tnformatron pertnent to the control and structure ofthrs;orntventure

88

The undersrgned afftrms that the foregorng statements are correct and rnclude all matenal rnbrmatronnecessary to tdentlfiT and explatn the terms and operatrors of our lornt rnenture and the tntended pa.ticrpatonof each venturer tn the undertaking Further, the undersrgned corenant and agree to provrde to ine Criycurrent, complete and accurate inbrmatron regardrng actualjolnt renture worliand the paynrent theretdre,and any proposed changes rn any prouston otthe loint lenture agreement, and to permit lhe audit andexamtnatpn of the books, records and fles of the;otnt renture, oi those of each venturer relerant to the jorntventure by authorrzed representatrves of the crty or the Federal funding agency

Any matenal mlsrepresentatton wll be grounds for termrnattng anycontract wtrrch may be awarded and forrnrtrating actron under federal or state lar,rn concernrng false statements

Note: lf, after lihng thrs Schedule B and before the completon on the lornt renture's work on thepro;ect, there s anychange tn the tnformatron submrtted, the,;ornt reniure must rnform the CrtyofChtcago, e(her drrecllyor through the prrme Consultant rf the.lornt renture rs a subConsultant

Date

On thrs

Name of MBEMBE Partner Firm

Stgnature of Affrant

Name and Trtle of Affrant

Name of Non-MBEMBE Partner Flrm

Srgnature of Affrant

(sEAL)

Name and Trtle of Afftant

Date

day of ,20 _, the above-srgned offrcers

Srgnature of Notary Public

Inemes or anan6)

personally appeared and, known to me be the persons described rn the bregorng Afftdavrt,acknowledged that theyexecuted the same rn the capacltytherern stated anO toitne purpose thererncontarned.

lN wlrNESS WHEREOF, I hereunto set myhand and offrcralseal

My Commrssron Exprres

89

ATTACHMENT B(On Bidder/proposer's Letterhead)

RETURN RECEIPT REQUESTED(Date)

Re SpecificatronDescrrptron.

(Assist Agency Name and Address)

Dear

(Btdder/Proposerl lntends to submtt a brd/proposal rn response to the aboe referencedspecrflcatron wrth the Crtyof Chrcago Brds are dueCrty of Chrcago

advertrsed speoficatron wrth the

The followtng areas have been rdentrfied for subcontractrng opportunrtres on both a drrect and rndirect basls

Our efforts to rdentrff potenttal subConsultants have not been successful rn order to meet theDtsadvantaged/Mrnorrtyruomen Bustness Enterprrse contract goal Due to the inabilityto identify anappropriate DBEIMBE/WBE firm certified bythe City of Chicago to participate as a subConsuitant orjoint wnture paftner, a request for the waiver of thi contract loab wil! be submitted. lf p, ,r"

"*rr"of such a firm, please contact

ffi il:*ir"t"# Pa n Y R e P re se ntatve

wrthrn (10) ten uorkrng days of receipt of thrs letter.

Under the City of Chrcago's MBEMBEIDBE Ordtnance, your agency rs entitled to eomment upon thrs vrarverrequest to the Cityof Chrcago Wrltten comments maybe drreCted wrthin fifteen (15) uorkrng bays oiyo*recerpt of thrs letter to

Monrca Jrmenez, Deputy procurement OfircerDepartment of Procurement SerucesCrty of Chrcago121 North La Salle Street, Room 906Chrcago, lllinois 60602

lf you wrsh to drscuss thrs matter, please contact the undersigned at

Srncerely,

at

90

Crowe HonruathCrowe Horwath LLPlndspendent Momber Crowe HoMath lntematronal

70 West Madrson Street, Suile 700Chrcago, llhnors 60602-4903Tel 312 899 7000Fax 3'12 899 53OOwww crowehonivath com

April 24,2013

Ms Jamre RheeChref Procurement OffrcerCrty of ChrcagoDepartment of Procurement Servrces121 No(h LaSalle StreetChrcago, llhnors 60602

Dear Ms Rhee

Thrs letter ts tn reference to the Pre-Quahfred Consultant Pool Agreement for lnformatron Technology andRelated Servtces for Varrous Scope Category 1 Apphcatro-n Development, Support and oilorngMatntenance, Category 4 lT lnfrastructure Desrgn, and'bategory 5 Management Consultrng Crowe rscornmttted to comply wrth the MBEMBE percentage requrrdments ot 2lih MBE partrcrpatron and SyoWBE partrcrpatron of the total value of the task orderJ awarded under thrs contract

lf you have any questrcns please do not hesrtate to gve me a call at 312-g9g-g343

Srncerely,

W 6,\A/4-KJeanne OwngsPnncrpal, Crowe Horwath LLp

EXHTBIT 4

ONLINE ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVITCBRTIFICATE OF FILING

Complete the onhne Economlc Dtsclosure Statement (EDS) whrch mcludes a Disclosure of Retarned parties.Please submtt an electromcally srgned, one page EDS Certrficate of Frhng whrch vahdates that the EDS has beenfiled' Addrtronally, the Mumcrpal Code of Chrcago requrres the drsclosure ofFamrlial Relationslups wrth ElectedCrty officrals and Department Heads. The web address to submrt yor. EDS rshttps ://webapps. cityofchica go.org/ED SWeb

91.

CERTIFICATE OF FILING FOR

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT

EDS Number 42860Certrficate Pnnted on 04/29/2013

Drsclosmg Party Crowe Horwath LLpFrled by' Ms Deha Bruntz

Matter Non-Target Market IT Related ServrcesApphcant' Crowe Horwath LLPSpecrficatron #' 66760Contract # 27586

The Economtc Dtsclosure Statement referenced above has been electronrcally filed wrththe Crty' Please provtde a copy of thrs Certrficate of Frhng to your crty contact wrth otherrequlred documents pertarnrng to the Matter For addrtronal gurdance as to when to provrde thrsCertrficate and other requred documents, please follow lnstructtons provrded to you about theMatter or consult wrth your Crty contact

A copy of the EDS may be vrewed and pnnted by vrsrtrnghttps'//webapps.crtyofchrcago.orglEDSWeb and entenng the EDS number rnto the EDS Search.Pnor to contract award, the fihng rs accessrble onlme only to the drsclosrng party and the Crty,but rs strll sublect to the Ilhnors Freedom of Informatron Act The fihng rs vrsrble onhne to thepubhc after contract award.

Date of Thrs Frhng 04/29/2013 09.07 AMOngrnal Frhng Date 04/29/2013 09 07 AM

Trtle'Semor Assocrate

EXEIBTT 5LIST OT' KEY PERSONI\TEL

category l: APPLICATION DEvELoPlulENT, SUPPORT AND ONGo|NG MAINTENAilCECategory 4: tT TNFMSTRUCTURE DEStcNGategory 5: MAilAGEMEI{T CONSULTTNG

For eaoh Key Personnel cornmitted to this projcct provide infornration below as requested per Section 3.03.

l. Name:

Title: crowe wrll commrt key personnel for each task order we are awarded

Role:

2. Name:

Titlg: leanne owtngs ts the prtmary contact for crowe Horwath regardrng all actrvrtres related to thrs contract

Role:

3. Name:

Title:

Rolc:

4. Name:

Title:

Role:

92

_ rhe,,*. b.r;o,ilx;:^" _.or?frfit$f. RELATED ro ErpAA

Iasurance portabrrrtvani-a;#tll*ffi1f ';,:"i:H; h,,?",ffiiTff as set rorrh rn rhe HearthI Consultalt must not use or further drsclose prot

2 :Hil" or requred bv thrs Asreemenr ;;ili::I#f,l^l?ffiffif1",J[l^l]1.

p.orra.ffifftfflH:ffiIe safeguards to prevent the use or drsclosure of pHr other than as3. Consult

4 ":# ilil:H?i:# ffi',"#ffi T :?ffi H,1ffi[',:H:Ti' :,"To*: to consur rant ora

c,tv rnt must report anv use or dtsclosure of the pHr not provrded a::ffiffiH:, . ,0"5 Consultau"*,",T,LT,li,;ff],;;f#il.r,if_*,rincrudrngarcondrtron6 . *" .jffi*1*fg$$fififffi#nffil##"*,#ilFmrequest olthe

9'tv' *a 'nli" trme and manner r:::ffi:fl:ligyustpro-vrde access, ar theff 3;[ ::l

t"c,,y ;; ;. i,.*" u, Cirr,.," * ffi , ffif "r*

**y; [jI[}*::triT7. If the Consultant has pHI rn a Dto PHI rn a r;esrgnated Record :t-t]Tt"g Record Set then consultantmusthe .equ"si "rc,;t;;;i;:;jJ,HTT ;:i,fJil.,", "r"1,;;;;:'make

anv amendments

8 con,u,,*,,,.,,;"ffi;::::"T::11" trm; and.;;;;,;;;#'#:i;* 164.s26 at

recerved -#::'.T*:#Hi::tctrces, books and records reratrng to rhe t

;Hfi :::ffi :*::ki:#:fl :',-#rm*"*Uiffi fiLiflilHT,"#e consurtanr Tusr ggcument rhe .,,r*"iliimf,";Xl"*#tY"or

the Secretarv' ror

would be rer

I 0 #ffir;*3J;i',i;::itfiil#ffi;H, r"a,*J,,ir,ffi:'i"::,::h dT:l*ures as

countmg ofdisclosures

,nro,mationTlT,t;T,f,""J1,,:;t::l^*,Iffi,lill;tiffi"H,B,H;:^^r:signated by crty,an Indrvrdual

I I consultant, 'ot an accounting of drsclosr*;;ffiil,, u""ori*;;;;f;:?ffflf1;r*l#,

or expiraho, :if l5';:ffii PHI to the ci tv or d",;;;;:ilT ;;tz. consurtant #',:t"3:::::' *-- vrr'/ ur ucslroJo rt' at the cttv's option, upon termrnatron

appropn ater, Iljl:l T:' ::i?il"prr ve, physr car, an

mformatlon thcrnparrri-'it,t,.u*,,#: j#'g;-'r::ffi

#*H#flTi$#r":ff#'i:fff3. con$rlro^* .-----

vwrr.,rr or rne utty as requrred by 4513- consultant r,lrSt encrr*^ +L^, oorYqured by41

rnformafion u'I_,_ "}*. that any

t4 consurtant *,o*t to rmpr"i#f

a*ent' rncludrng ' Il9**ttant, ro *T: it provrdes such

rs t repo.,o,he ",

* T;:::: * :;,#ff ;;t*X*,: .X,pro

v, d es s uch

93