ORDINANCE NO. O- -15

ORDINANCE NO. O- -15 AN ORDINANCE AUTHORIZING THE EXECUTION OF A LICENSED SOFTWARE MAINTENANCE AGREEMENT WITH CAPERS NORTH AMERICA, LLC FOR THE CAPERS INTEGRATED PUBLIC SAFETY SOFTWARE FOR THE VILLAGE OF FOREST PARK, ILLINOIS WHEREAS, the Village of Forest Park (the "Village") currently operates the CAPERS Public Safety Software; and WHEREAS, the Village desires to contract for continued services and support for the CAPERS Public Safety Software necessary for the Village to perform essential governmental functions; and WHEREAS, in the opinion of a majority of the corporate authorities of the Village, it is advisable, necessary and in the public interest that the Village waive newspaper advertisement for bids, waive the procedure prescribed for the submission of competitive bids and solicit proposals in the open market for continued services and support for the CAPERS Public Safety Software; and WHEREAS, the Village has received a satisfactory proposal for continued services and support for the CAPERS Public Safety Software from CAPERS NORTH AMERICA, LLC, and has negotiated a satisfactory Licensed Software Maintenance Agreement between the Village of Forest Park, Illinois, and CAPERS NORTH AMERICA, LLC for the continued services and support for the CAPERS Public Safety Software (the Agreement ). NOW, THEREFORE, BE IT ORDAINED by the Mayor and Village Council of the Village of Forest Park, Cook County, Illinois, as follows: Section 1: The facts and statements contained in the preamble to this Ordinance are found to be true and correct and are hereby adopted as part of this Ordinance. 536408.1 1

Section 2: It is hereby determined that it is advisable, necessary and in the public interest that the Village waive newspaper advertisement for bids, waive the procedure prescribed for the submission of competitive bids and solicit proposals in the open market for the purchase of and negotiate a satisfactory Agreement with CAPERS NORTH AMERICA, LLC to be therein described on the terms and conditions therein provided. Section 3: The Village hereby approves the Agreement with CAPERS NORTH AMERICA, LLC substantially in the form attached hereto as Exhibit A, with such insertions, omissions and changes as shall be approved by the Village as may be necessary and proper to carry out, give effect to and consummate the transactions contemplated herein the execution of such documents being conclusive evidence of such approval. Section 4: The officers and employees of the Village shall take all action necessary or reasonably required by the parties to carry out, give effect to and consummate the transactions contemplated hereby and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any documents required to be delivered in connection with the Agreement Section 5: If any section, paragraph, clause or provision of this ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this ordinance. Section 6: All ordinances or parts thereof inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any resolution or ordinance or part thereof. 536408.1 2

Section 7: This Ordinance shall be in full force and effect after its passage by twothirds of all the trustees holding office, approval and publication in pamphlet form as provided by law. PASSED by the Council of the Village of Forest Park, Cook County, Illinois this 24 th day of July, 2015. APPROVED: ATTEST: Mayor Anthony T. Calderone Vanessa Moritz, Village Clerk 536408.1 3

EXHIBIT A LICENSED SOFTWARE MAINTENANCE AGREEMENT WITH CAPERS NORTH AMERICA, LLC FOR THE CAPERS PUBLIC SAFETY SOFTWARE FOR THE VILLAGE OF FOREST PARK, ILLINOIS 536408.1 4

LICENSED SOFTWARE MAINTENANCE AGREEMENT THIS LICENSED SOFTWARE MAINTENANCE AGREEMENT (hereinafter Agreement ) is made as of the date below, by and between the VILLAGE OF FOREST PARK, a governmental body, with its principal offices at 517 Desplaines Avenue, Forest Park, IL 60130 (hereinafter the VILLAGE ), and CAPERS NORTH AMERICA, LLC, an Illinois corporation with its principal offices located at Illinois (hereinafter the COMPANY ). The term COMPANY shall include the COMPANY S employees, agents, and all other designated representatives. R E C I T A L S: WHEREAS, the VILLAGE has purchased a license to use and is currently utilizing the Licensed Software CAPERS Integrated Public Safety Software (hereinafter CAPERS); WHEREAS, the VILLAGE has purchased and is currently utilizing certain continuing CAPERS maintenance services from the COMPANY; and WHEREAS, the VILLAGE desires to enter into continued services and support for CAPERS on the terms and conditions set forth herein; A G R E E M E N T S: Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. TERM. The term of this Agreement shall commence on May 1, 2015 and terminate on April 30, 2019, unless sooner terminated, as provided herein. 2. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. [The COMPANY warrants to the VILLAGE that it has the right to grant the VILLAGE a license to use CAPERS and that there are no pending liens, claims, or encumbrances against CAPERS. Subject to the terms and conditions of this Agreement, COMPANY grants to the VILLAGE a perpetual, non-transferable 1

and non-exclusive right to use CAPERS and the documentation, manuals and information supplied with CAPERS (the Documentation ). Subject only to the License expressly granted to the VILLAGE in this Agreement, the COMPANY retains all right, title, and interest in and to CAPERS and the documentation, including ownership of all copyrights, trademarks, trade secrets, and patents. Any integrated third-party software is the property of its respective owners and may be protected by copyright or other law. The COMPANY warrants that, to the knowledge of the COMPANY, there has been no violation of any copyrights or patent rights in connection with the CAPERS software. The COMPANY shall indemnify and save harmless the VILLAGE from any claim, suit or proceeding brought against the VILLAGE by reason of any copyright or patent infringement of the CAPERS software. The COMPANY will defend the VILLAGE (with counsel reasonably acceptable to the VILLAGE and, if the VILLAGE s and the COMPANY s interests are in conflict, the VILLAGE will have the right to select its own counsel at the COMPANY s expense, provided such counsel is reasonably acceptable to the COMPANY). COMPANY, and not VILLAGE, shall have the sole authority to settle any claim, suit or proceeding brought against the VILLAGE for monetary damages by reason of any copyright or patent infringement or any wrongful use of the CAPERS software (a Claim ). 3. SCOPE OF SERVICES: During the Agreement term, the COMPANY shall provide the VILLAGE with maintenance and software support for the CAPERS software. The COMPANY will make the following services or features available to the VILLAGE: (a) Installation of upgrades, including new releases. (b) Bug fixes and general maintenance. (c) Revisions to documentation. (d) Telephone and remote support during regular business hours. The COMPANY shall maintain a staff of competently trained English-speaking software technicians and engineers that shall be available by telephone and internet connection between the hours of 8:00 a.m. and 5:00 p.m., Central Standard Time, Monday through Friday to provide support and to answer questions concerning the operation and/or installation of the CAPERS software. (e) Emergency telephone and remote support, twenty-four (24) hours per day, seven (7) days per week and 365 days per year. (f) Invitation and participation in user group meetings. (g) Limited additional personnel training as agreed upon between both parties. 2

4. SERVICE LEVEL AGREEMENT All non-emergency calls and Help Desk tickets for support shall be responded to within four (4) hours from the time the VILLAGE first notifies the COMPANY. The COMPANY shall initiate work towards resolution of the issue within four (4) hours from the time the VILLAGE first notifies the COMPANY and shall work continually and diligently to resolve the issue. Emergency calls will be answered within two (2) hours from the time the customer first notifies the COMPANY until the COMPANY initiates work towards resolution. All Emergency and after-hours calls will be answered personally. The VILLAGE agrees to designate internal points of contact before calling the Emergency Hotline. Points of Contact will be trained on unlocking accounts, changing passwords, and general administration to answer basic support questions. 5. SERVICES NOT COVERED UNDER THIS AGREEMENT Support for any third-party products, including hardware, or support for hardware failure due the use of any third-party vendor products. Any network failures or problems including, but not limited to, cabling, communication lines, routers, switches and network software. Restoring or recovering data files or software operating systems. 6. PAYMENT SCHEDULE Period Covered Billing Date Payment Due 5/1/2015 4/30/2016 Immediately $20,200.00 5/1/2016 4/30/2017 4/1/2016 $20,200.00 5/1/2017 4/30/2018 4/1/2017 $20,200.00 5/1/2018 4/30/2019 4/1/2018 $20,200.00 7. TERMINATION. Either party may terminate this Agreement subject to the following: 7.1 Events of Default. Either party may terminate this Agreement upon the occurrence of one or more of the following events: the other party (i) violates or fails to perform any covenant, provision, obligation, term or condition of this Agreement, or (ii) ceases conducting business in the normal course, becomes insolvent, makes a general 3

assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or shall avail itself of or become subject to any proceeding under the Federal Bankruptcy Act or any other federal or state statute relating to insolvency or the protection of rights of creditors. 7.2 Notice and Right to Cure. Upon occurrence of an event of default described in 7.1, the party not in default may immediately terminate this Agreement by giving written notice to the party in default, provided that the party seeking to terminate this Agreement has not itself committed a breach as provided in 7.1 at the time of providing written notice. However, the default is not cause for termination if (i) it is reasonably susceptible to cure, and (ii) the other party cures the default within thirty (30) days of written notice of default or presents a plan to cure the default and the default is cured within sixty (60) days of written notice of default. 7.3 Termination for Public Convenience. The VILLAGE may, by written notice, terminate the Agreement or any portion thereof after determining that it is in the best interest of the VILLAGE to do so. Notwithstanding the foregoing, any termination by the VILLAGE under this Subparagraph 7.3 shall not relieve the VILLAGE from its obligations under Section 6 to pay any amounts due and owing at the time of such termination. 7.4 Effect of Termination. Subject to the provisions of Subsection 7.3, if this Agreement is terminated pursuant to Paragraph 7, the Agreement shall become void and of no further force and effect. Nothing in Paragraph 7 releases either party from any liability for any breach by such party of the terms of this Agreement. Further, the rights and remedies provided to the parties in Paragraph 7 are not exclusive and are in addition to any other rights and remedies provided by this Agreement or by law or in equity. 8. INDEMNIFICATION AND INSURANCE 8.1 Indemnification. The COMPANY shall defend, indemnify, keep and save harmless, the VILLAGE and the VILLAGE s officers, agents and employees, in both individual and official capacities, against all suits, claims, damages, losses and expenses, including attorneys fees, which are solely the result of a negligent act or willful act or omission of the COMPANY or any of its employees or agents arising out of or resulting from the performance of services under this Agreement (an Indemnifying Act ). If any settlement has been entered into (with express written consent of COMPANY) or if a final judgment shall be rendered by a court of competent jurisdiction against the VILLAGE solely as the result of an Indemnifying Act, the COMPANY, after all appeals have been exhausted, shall, at its own expense, satisfy and discharge the same. This provision is applicable to the full extent as allowed by the laws of the State of Illinois and not beyond any extent that would render this provision void or unenforceable. In the event any such claim, lawsuit, or action is asserted, any such money due the COMPANY 4

under and by virtue of the Agreement as shall be deemed necessary by the VILLAGE for the payment thereof may be retained by the VILLAGE for said purpose until any such lawsuit, action or claim has been settled or has been fully judicially determined and satisfied. This indemnification shall not be limited by the required minimum insurance coverages provided in this Agreement. 8.2 Insurance. The COMPANY shall obtain and thereafter keep in force statutorily required Worker's Compensation and Employer's Liability coverage, Commercial General Liability, $1,000,000 per occurrence, $3,000,000 aggregate, Commercial Automobile Liability, with the Village named as an additional insured, as applicable, and provide such Certificate of Insurance evidencing same upon execution of this Agreement. The insurer shall agree to waive all rights of subrogation against the VILLAGE, its officials, agents, employees and volunteers for losses arising from work performed by the COMPANY. No action or failure to act on the part of the VILLAGE shall constitute a waiver of any insurance requirement. 8.3 Assumption and Limitation of Liability. Subject to the terms and conditions of this Agreement and the limitations set forth herein, the COMPANY assumes liability for all injury to or death of any person or persons including employees of the COMPANY, any subcontractor, any supplier or any other person and assumes liability for all damage to property sustained by any person or persons occasioned by or in any way arising out of any willful conduct or grossly negligent work performed by the COMPANY under this Agreement. 9. CONFIDENTIALITY OF INFORMATION. 9.1 It is anticipated that the VILLAGE will disclose to the COMPANY or that the COMPANY will have access to certain proprietary information, which is identified as proprietary and confidential at the time of disclosure ( Confidential Information ). The disclosure of Confidential Information shall not be construed to grant to COMPANY any ownership or other proprietary interest in the Confidential Information. The COMPANY does not acquire any title, ownership, or other intellectual property right or license by virtue of such disclosure. The COMPANY shall keep all Confidential Information concerning the services confidential, except for communications incident to its work performed on the project between the VILLAGE, the COMPANY and its subcontractors, suppliers, and sub-consultants, and except for publicity approved by the VILLAGE and communications in connection with filings with governmental bodies having jurisdiction over the design and construction of the project. The COMPANY shall employ reasonably diligent efforts to maintain the secrecy and confidentiality of all Confidential Information. The COMPANY will not at any time, either directly or indirectly, disclose, use or communicate or attempt to disclose, use or communicate to any person, firm, or corporation any Confidential Information or any other information concerning the business, work, finances or operations of the VILLAGE except as expressly authorized 5

by the VILLAGE. The COMPANY shall treat such Confidential Information at all times as confidential, provided, however, that the Confidential Information may be disclosed only for purposes of the performance of the work to employees of the VILLAGE or COMPANY with a need to know for purposes of the performance of the work hereunder. The COMPANY acknowledges that each of the following can contain Confidential Information of the VILLAGE and that the disclosure of any of the following by the COMPANY without the VILLAGE s express authorization may be harmful and damaging to the VILLAGE s interests: 9.1.1 Compilations of resident names and addresses, resident lists, resident payment histories, resident information reports, any other resident information, computer programs, computer software, printouts, backups, computer disks and diskettes, and computer databases which are not otherwise known to the public.; 9.1.2 All information relating to the services being performed by COMPANY under this Contract regardless of its type or form that is not known to the public; 9.1.3 All plans, drawings, specifications of any VILLAGE facility which are not otherwise known to the public; 9.1.4 Financial information, emergency response and homeland security information and law enforcement records which are not known to the public; 9.1.5 Law enforcement reports and records which are not otherwise known to the public; 9.1.6 All information provided to the COMPANY by the VILLAGE pursuant to the terms of this Agreement which is not otherwise known to the public. 9.2 The above itemization of Confidential Information is not exclusive, as there may be other information that is included within this covenant of confidentiality, provided it is identified as proprietary and confidential by the VILLAGE at the time of disclosure. This information is confidential whether or not it is expressed on paper, disk, diskette, electronic memory, magnetic media, optical media, monitor, screen, or any other medium or form of expression. The phrase directly or indirectly includes, but is not limited to, acting through the COMPANY s employees, their spouses, children, parents, brothers, sisters, or any other relatives, friends, partners, trustees, agents or associates. 9.3 The COMPANY shall have no obligation to keep confidential any Confidential Information disclosed hereunder, which COMPANY can demonstrate by clear and convincing evidence: (a) was rightfully in COMPANY s possession before receipt from the VILLAGE other than through prior disclosure solely by the VILLAGE; or (b) is or becomes a matter of general public knowledge through no breach of this Agreement; or 6

(c) is rightfully received by COMPANY from a third party without an obligation of confidentiality; or (d) is independently developed by the COMPANY; (e) is disclosed under operation of law, governmental regulation, or court order, provided COMPANY first gives the VILLAGE notice and a reasonable opportunity to seek an appropriate protective order at the VILLAGE s sole cost and expense. In the event that the COMPANY has complied with the provisions of this subparagraph 9.3, the VILLAGE agrees that such disclosure may be made by the COMPANY without any liability hereunder. 9.4 Upon termination of this Agreement or earlier at the VILLAGE s written request at any time, COMPANY shall (a) immediately cease using the Confidential Information, and (b) promptly deliver to the VILLAGE all tangible embodiments of the Confidential Information. 9.5 In the event of breach of the confidentiality provisions of the Agreement, it may be found that (1) irreparable injury may result to the VILLAGE, and (2) there may be no adequate remedy at law. The VILLAGE may be entitled to obtain temporary and permanent injunctions, without bond and without proving damages, to enforce this Agreement. The confidentiality provisions of the Agreement survive the termination or performance of the Agreement. 10. STATUTORY REQUIREMENTS 10.1 Equal Employment Opportunity. In the event of the COMPANY s noncompliance with the provisions of this Equal Employment Opportunity Clause, the Illinois Human Rights Act or the Rules and Regulations of the Illinois Department of Human Rights, the COMPANY may be declared ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations; and this Agreement may be cancelled or voided in whole or in part, and other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of this Agreement, the COMPANY agrees as follows: 10.1.1 That the COMPANY will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, sexual orientation, military status or an unfavorable discharge from military service; and, further, that he or she will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any underutilization. 7

10.1.2 That, if the COMPANY hires additional employees in order to perform this contract or any portion of this contract, it will determine the availability (in accordance with the Illinois Department of Human Rights Rules and Regulations) of minorities and women in the areas from which the COMPANY may reasonably recruit; and the COMPANY will hire for each job classification for which employees are hired in a way that minorities and women are not underutilized. 10.1.3 That, in all solicitations or advertisements for employees placed by the COMPANY or on the COMPANY s behalf, the COMPANY will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, sexual orientation, military status or an unfavorable discharge from military service. 10.1.4 That the COMPANY will send to each labor organization or representative of workers with which the COMPANY has or is bound by a collective bargaining or other agreement or understanding, a notice advising the labor organization or representative of the COMPANY s obligations under the Act and the Illinois Department of Human Rights Rules and Regulations. If any labor organization or representative fails or refuses to cooperate with the COMPANY in the COMPANY s efforts to comply with the Illinois Human Rights Act and Illinois Department of Human Rights Rules and Regulations, the COMPANY will promptly notify the Illinois Department of Human Rights; and the VILLAGE and will recruit employees from other sources when necessary to fulfill its obligations under the Agreement. 10.1.5 That the COMPANY will submit reports as required by the Illinois Department of Human Rights Rules and Regulations, furnish all relevant information as may from time to time be requested by the Department or the contracting VILLAGE, and in all respects comply with the Illinois Human Rights Act and the Illinois Department of Human Rights Rules and Regulations. 10.1.6 That the COMPANY will permit access to all relevant books, records, accounts and work sites by personnel of the VILLAGE and the Illinois Department of Human Rights for purposes of investigation to ascertain compliance with the Illinois Human Rights Act and the Illinois Department of Human Rights Rules and Regulations. 10.1.7 That the COMPANY will include verbatim or by reference the provisions of this clause in every subcontract awarded under which any portion of the contract obligations are undertaken or assumed so that the provisions will be binding upon the subcontractor. In the same manner as with other provisions of 8

this contract, the COMPANY will be liable for compliance with applicable provisions of this clause by subcontractors; and further, it will promptly notify the VILLAGE and the Illinois Department of Human Rights in the event any subcontractor fails or refuses to comply with the provisions. In addition, the COMPANY will not utilize any subcontractor declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations. 10.2 Prohibition of Segregated Facilities. The COMPANY will not maintain or provide for its employees any segregated facilities at any of its establishments, and not permit its employees to perform their services at any location, under its control, where segregated facilities means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national origin because of habit, local custom, or otherwise. the COMPANY shall (except where it has obtained identical certifications from proposed subcontractors and material suppliers for specific time periods) obtain certifications in compliance with this subparagraph from proposed subcontractors or material suppliers prior to the award of a subcontract or the consummation of material supply agreements, exceeding $10,000.00 which are not exempt from the provisions of the Equal Opportunity Clause, and that the COMPANY will retain such certifications in its files. 10.3 Sexual Harassment Policy. The COMPANY has and will have in place and will enforce a written sexual harassment policy in compliance with 775 ILCS 5/2-105(A)(4). 10.4 Certifications. The COMPANY shall submit to the VILLAGE the Certification attached hereto as Exhibit A signed by its president or other authorized officer before a notary public. 10.5 Record Retention. The COMPANY shall maintain its records relating to the performance of the Agreement in compliance with the requirements of the Local Records Act (50 ILCS 205/1 et seq.) and the Freedom of Information Act (5 ILCS 140/1 et seq.) until written approval for the disposal of such records is obtained from the Local Records Commission. All books and records required to be maintained by the COMPANY shall be available for review and audit by the VILLAGE. The COMPANY shall cooperate with the VILLAGE (a) with any request for public records made pursuant to the Freedom of Information Act (5 ILCS 140/1 et seq.), (b) with any request for public records made pursuant to any audit, and (c) by providing full access to and copying of all relevant books and records within a time period which allows the VILLAGE to timely comply with the time limits imposed by the Freedom of Information Act (5 ILCS 140/1 et seq.). Failure by the COMPANY to maintain the books, records and supporting documents 9

required by this section or the failure by the COMPANY to provide full access to and copying of all relevant books and records within a time period which allows the VILLAGE to timely comply with the time limits imposed by the Freedom of Information Act (5 ILCS 140/1 et seq.) shall establish a presumption in favor of the VILLAGE for the recovery of any funds paid by the VILLAGE under this Agreement or for the recovery for any penalties or attorney s fees imposed by the Freedom of Information Act (5 ILCS 140/1 et seq.). The obligations imposed by this section shall survive final payment and the termination of the other obligations imposed by this Agreement. 11. GENERAL PROVISIONS. 11.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Illinois. All actions brought to interpret or enforce any provision of this Contract shall be brought in the Circuit Court of Cook County, Illinois. 11.2 Severability of Clauses. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or such other documents, or the applications of such term, covenant or condition, to persons or circumstances other than those as to which it held invalid or unenforceable shall not be affected thereby; and each term, covenant or condition of this Agreement or such other document shall be valid and shall be enforced to the fullest extent permitted by law. 11.3 Waiver of Breach. The waiver by either party of any breach of this Agreement shall not constitute a waiver as to any other breach. 11.4 Written Notice. Written notice between the VILLAGE and the COMPANY shall be deemed to have been duly served if delivered in person, or if delivered by overnight delivery service or certified mail, return receipt requested, addressed to the respective party as follows: A. If to the VILLAGE: Village of Forest Park 517 Desplaines Avenue Forest Park, Illinois 60130 Attn: Mayor B. If to the COMPANY: CAPERS NORTH AMERICA, LLC Attn: 10

Either party may change its mailing address by giving written notice to the other party as provided above. Written notice shall be deemed to have been given on the second business day following the date of the mailing if sent through the U.S. Postal Service or on the first business day following the date of the mailing if sent by overnight delivery service. Whenever this Agreement requires one party to give the other notice, such notice shall be given only in the form and to the addresses described in this section. 11.5 Obligations Survive. The indemnification, confidentiality and record retention obligations or duties imposed upon the COMPANY under the Agreement shall survive any termination of the Agreement. 11.6 Successors and Assigns. The VILLAGE and the COMPANY each binds itself, its partners, successors and assigns and legal representative to the other party hereto and the partners, successors, assigns and legal representative of such other party with respect to all covenants, agreements and obligations contained herein. 11.7 Independent Contractor. The COMPANY is an independent contractor and in providing its work under this Agreement shall not represent to any third party that its authority is greater than that granted to it under the terms of the Agreement. 11.8 Non-Assignment. This Agreement is exclusive between the VILLAGE and the COMPANY. This Agreement or any right or obligations hereunder may not be assigned by the COMPANY, in whole or in part, to another firm without first obtaining prior permission in writing from the VILLAGE. The VILLAGE may refuse to accept any substitute contractor for any reason. 11.9 Entire Agreement. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or understandings, whether written or oral. This Agreement may only be amended or a provision hereof waived by the parties by written instrument executed by authorized signatories of the VILLAGE and the COMPANY. 11.10 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. [SIGNATURE PAGE FOLLOWS IMMEDIATELY] 11

IN WITNESS WHEREOF, the VILLAGE and COMPANY have executed this Agreement on the date hereof. VILLAGE: VILLAGE OF FOREST PARK Anthony T. Calderone, President Attest: Vanessa Moritz, Clerk COMPANY: CAPERS NORTH AMERICA, LLC Attest: 12

Exhibit A CERTIFICATION The assurances hereinafter made by the COMPANY are each a material representation of fact upon which reliance is placed by the Village of Forest Park ("VILLAGE") in entering into the contracts with the COMPANY. The VILLAGE may terminate the contracts if it is later determined that the COMPANY rendered a false or erroneous assurance, and the surety providing the performance bond shall be responsible for the completion of the contract. I,, hereby certify that I am the [president] [or Manager] of the COMPANY, as that term is defined in the Agreement entered into by and between the VILLAGE and the COMPANY and as such hereby represent and warrant to the VILLAGE, a municipal corporation, that the COMPANY and its shareholders holding more than five percent (5%) of the outstanding shares of the COMPANY, its officers and directors are: (A) Not delinquent in the payment of taxes to the Illinois Department of Revenue in accordance with 65 ILCS 5/11-42.1-1; (B) Not barred from contracting as a result of a violation of either Section 33E-3 (bid rigging) or 33E-4 (bid-rotating) of the Criminal Code of 1961 (720 ILCS 5/33E-3 and 5/33E-4); (C) Not in default, as defined in 5ILCS 385/2, on an educational loan, as defined in 5ILCS 385/1. In addition, the COMPANY hereby represents and warrants to the VILLAGE that: (A) The COMPANY, pursuant to 30 ILCS 580/1 et seq. ( Drug-Free Workplace Act ), will provide a drug-free workplace by: (1) Publishing a statement: a. Notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance including cannabis, is prohibited in the COMPANY s workplace; b. Specifying the actions that will be taken against employees for violations of such prohibition; c. Notifying the employee that, as a condition of employment on such Agreement, the employee will; i. Abide by the terms of the statement; 1

ii. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; (2) Establishing a drug-free awareness program to inform employees about: a. The dangers of drug abuse in the workplace; b. The COMPANY s policy of maintaining a drug-free workplace; c. Any available drug counseling, rehabilitation, and employee assistance program; and d. The penalties that may be imposed upon employees for drug violations; (3) Making it a requirement to give a copy of the statement required by Subsection (A)(1) to each employee engaged in the performance of the Agreement, and to post the statement in a prominent place in the workplace; (4) Notifying the VILLAGE within ten (10) days after receiving notice under paragraph(a)(1)e from an employee or otherwise receiving actual notice of such conviction; (5) Imposing a sanction on, or requiring the satisfactory participation in a drug-abuse assistance or rehabilitation program by any employee who is so convicted, as required by 30 ILCS 580/5; (6) Assisting employees in selecting a course of action in the event drug counseling treatment and rehabilitation is required and indicating that a trained referral team is in place; (7) Making a good faith effort to continue to maintain a drug-free workplace through implementation of this section; (B) The COMPANY has not excluded and will not exclude from participation in, denied the benefits of, subjected to discrimination under, or denied employment to any person in connection with any activity funded under the contract on the basis of race, color, age, religion, national origin, disability, or sex; (C) The COMPANY, at the time the COMPANY submitted a bid on this contract, had an Illinois Department of Human Rights pre-qualification number or had a properly 2

completed application for same on file with the Illinois Department of Human Rights, as provided for in 44 Illinois Administrative Code 750.210; (D) No VILLAGE officer, spouse or dependent child of a VILLAGE officer, agent on behalf of any VILLAGE officer or trust in which a VILLAGE officer, the spouse or dependent child of a VILLAGE officer or a beneficiary is a holder of any interest in the COMPANY; or, if the COMPANY s stock is traded on a nationally recognized securities market, that no VILLAGE officer, spouse or dependent child of a VILLAGE officer, agent on behalf of any VILLAGE officer or trust in which a VILLAGE officer, the spouse or dependent child of a VILLAGE officer or a beneficiary is a holder of more than one percent (1%) of the COMPANY, but if any VILLAGE officer, spouse or dependent child of a VILLAGE officer, agent on behalf of any VILLAGE officer or trust in which a VILLAGE officer, the spouse or dependent child of a VILLAGE officer or a beneficiary is a holder of less than one percent (1%) of the COMPANY, the COMPANY has disclosed to the VILLAGE in writing the name(s) of the holder of such interest. (E) No officer or employee of the VILLAGE has solicited any gratuity, discount, entertainment, hospitality, loan, forbearance, or other tangible or intangible item having monetary value including, but not limited to, cash, food and drink, and honoraria for speaking engagements related to or attributable to the government employment or the official position of the employee or officer from the COMPANY in violation of Chapter 2, Article XI of the Code of Ordinances, Village of Forest Park, Illinois. (F) The COMPANY has not given to any officer or employee of the VILLAGE any gratuity, discount, entertainment, hospitality, loan, forbearance, or other tangible or intangible item having monetary value including, but not limited to, cash, food and drink, and honoraria for speaking engagements related to or attributable to the government employment or the official position of the employee or officer in violation Chapter 2, Article XI of the Code of Ordinances, Village of Forest Park, Illinois; and (G) Neither the COMPANY nor any of its principals, shareholders, members, partners, or affiliates, as applicable, is a person or entity named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of a Specially Designated National and Blocked Person and that the COMPANY and its principals, shareholders, members, partners, or affiliates, as applicable, are not, directly or indirectly, engaged in, and are not facilitating, the transactions contemplated by this Agreement on behalf of any person or entity named as a Specially Designated National and Blocked Person. [SIGNATURE PAGE FOLLOWS IMMEDIATELY] 3

If any certification made by the COMPANY changes or any term or condition on which a certification is based changes, which then renders the certification to be no longer valid, the COMPANY shall so notify the VILLAGE in writing within seven (7) days. Dated:, 201 COMPANY: CAPERS NORTH AMERICA, LLC By: STATE OF ILLINOIS ) ) ss. COUNTY OF COOK ) I, the undersigned, a notary public in and for the State and County aforesaid, hereby certify that, known to me to be the of the COMPANY, appeared before me this day in person and, being first duly sworn on oath, acknowledged that he/she executed the foregoing certification as his/her free act and deed. Dated:, 201 Notary Public 4