professional services...

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

COOK COUNTY GOVERNMENT

COOK COUNTY BUREAU OF INFORMATION TECHNOLOGYCOOK COUNTY SHERIFF'S DEPARTMENT OF INFORMATION TECHNOLOGY

AND

GARTNER INCCONTRACT NO. 1525-14406

BASED ON THE KANSAS DEPARTMENT OF AMMSTHATION CONTRACTCONTRACT ID: 35945

Cook Cormty tsofessiona! Service AgreementRevised 12-1-2012

Contract Number 1525-14406

ii) Additional Requirements

(I) Considtant must furnish the County of Cook, Cook County, Office of the ChiefProcurement Officer, 118N, Clark St., Room 1018,Chicago, IL 60602, original Certificates ofInsurance, or such similar evidence, to be in force on the date of this Agreement, and Renewal

Certificates of Insurance, or such similar evidence, if the coverages have an expiration orrenewal date occurring during the term of this Agreement. Consultant must submit evidence ofinsurance on the County Insurance Certificate Form (copy attached as Exhibit 3) or equivalent

prior to Agreement award. The receipt of any certificate does not constitute agreement by theCounty that the insurance requirements in this Agreement have been fully met or that theinsurance policies indicated on the certificate are in compliance with all Agreementrequirements. The failure of the County to obtain certificates or other insurance evidence fromConsultant is not a waiver by the County of any requirements for Consultant to obtain and

maintain the specified coverages. Consultant must advise all insurers of the provisions in thisAgreement regarding insurance. Non-conforming insurance does not relieve Consultant of theobligation to provide insurance as specified in this Agreement. Nonfiiifillment of the insuranceconditions may constitute a violation of this Agreement, and the County retains the right toterminate this Agreement or to suspend this Agreement until proper evidence of insurance isprovided.

(I) The insurance must provide for 60 days prior written notice to be given to the County inthe event coverage is substantially changed, canceled or non-renewed. All deductibles or self-insured retentions on referenced insurance coverages must be borne by Consultant. Consultantagrees that insurers waive their rights of subrogation against the County of Cook, its employees,elected officials, agents or representatives.

(2) The coverages and limits furnished by Consultant in no way limit Consultant's liabilitiesand responsibilities specified within this Agreement or by law. Any insurance or self-insuranceprograms maintained by the County ofCook apply in excess of and do not contribute withinsurance provided by Consultant under this Agreement.

(3) The required insurance is not limited by any limitations expressed in the indemnificationlanguage in this Agreement or any limitation placed on the indemnity in this Agreement given asa matter of law.

(4) Consultant must require all Subcontractors to provide the insurance required in this

Agreement, or Consultant may provide the coverages for Subcontractors. All Subcontmctors aresubject to the same insurance requirements as Consultant unless otherwise specified in thisAgreement. If Consultant or Subcontractor desires additional coverages, the party desiring theadditional coverages is responsible for its acquisition and cost.

Cook County Professional gmviee Agreement

Revised 12-1-2012

Contract Nmnber 1525-14406

{5) The County's Risk Management Office maintains the right to modify, delete, alter orchange these requirements. "Risk Management Office" means the Risk Management Office,which is under the direction of the Director of Risk Management and is charged with reviewingand analyzing insurance and related liability matters for the County.

g) IndemnificationThe Contractor 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 to any

claims arising out of or incident to the performance or nonperformance of the Contract by theContractor, or the acts or omissions of the officers, agents, employees, contractors,subcontractors,.licensees or invitees of the Contractor. The Contractor expressly understands andagrees that any Performance Bond or insurance protection required of the Contractor, orotherwise provided by the Contractor, shall in no way limit the responsibility to indemnify theCounty as hereinabove provided.

h) Confidentiality and Ownership of Documents

Contractor acknowledges and agrees that information regarding this Contract is confidential and

shall not be disclosed, directly, indirectly or by implication, or be used by Contractor in any way,whether during the term of this Contract or at any time thereafter, except solely as required in thecourse of Contractor's performance hereunder. Contractor shall comply with the applicableprivacy laws and regulations affecting County and will not disclose any of County's records,materials, or other data to any third party. Contractor shall not have the right to compile anddistribute statistical analyses and reports utilizing data derived &om information or data obtained&om County without the prior written approval of County. In the event such approval is given,

any such reports published and distributed by Contractor shall be famished to County without

charge.

All documents, data, studies, reports, work product or product created as a result of theperformance ofthe Contract {the "Documents" ) shall be included in the Deliverables and shall bethe property of the County of Cook. It shall be a breach of this Contract for the Contractor toreproduce or use any documents, data, studies, reports, work product or product obtained &om theCounty of Cook or any Documents created hereby, whether such reproduction or use is forContractor's own purposes or for those of any third party. During the performance of the ContractContractor shall be responsible of any loss or damage to the Documents while they are inContractor's possession, and any such loss or damage shall be restored at the expense oftheContractor. The County and its designees shall be afforded full access to the Documents and thework at all times.

Cook Cosotf Professiooel Service Asreeroero

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i) Patents, Copyrights and Licenses

If applicable, Contractor shall furnish the Chief Procurement Officer with all licenses required forthe County to utilize any sothvare, includmg fnmware or middleware, provided by Contractor aspart of the Deliverables. Such licenses shall be clearly marked with a reference to the number ofthis County Contract. Contractor shall also furnish a copy of such licenses to the ChiefPmcurement Officer. Unless otherwise stated in these Contract documents, such licenses shall beperpetual and shall not limit the number ofpersons who may utilize the software on behalf of theCounty.

Contractor agrees to hold harmless and indemnify the County, its officers, agents, employees andaffiliates Born and defend, at its own expense (including reasonable attorneys', accountants'ndconsultants'ees), any suit or proceeding brought against County based upon a claim that theownership and/or use of equipment, hardware and software or any part thereof provided to the

County or utilized in performing Contractor's services constitutes an in&ingement of any patent,

copyright or license or any other property right.

ln the event the use of any equipment, hardware or sofhvare or any part thereof is enjoined,Contractor with all reasonable speed and due diligence shall provide or otherwise secure forCounty, at the Contractor's election, one of the following: the right to continue use of the

equipment, hardware or software; an equivalent system having the Specifications as provided in

this Contract; or Contractor shall modify the system or its component parts so that they becomenon-infringing while performing in a substantially similar manner to the original system, meetingthe requirements of this Contract.

j) Examination of Records and Audits

The Contractor agrees that the Cook County Auditor or any of its duly authorized representatives

shall, until expiration ofthree {3)years after the fmaI payment under the Contract, have access andthe right to examine any books, documents„papers, canceled checks, bank statements, purveyor's

and other invoices, and records of the Contractor related to the Contract, or to Contmctor's

compliance with any term, condition or provision thereof. The Contractor shall be responsible forestablishing and maintaining records sufficient to document the costs associated with performanceunder the terms of this Contract.

The Contractor further agrees that it shall include in all of its subcontracts hereunder a provision tothe effect that the subcontractor agrees that the Cook County Auditor or any of its duly authorizedrepresentatives shall, until expiration of three (3) years after final payinent under 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 such subcontractor involving tmnsactions

relating to the subcontract, or to such subcontractor's compliance with any term, condition orprovision thereunder or under the Contract.

Cook County Professional Servitn Attreesnrnt

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In the event the Contractor receives payment under the Contract, reimbursement for which is laterdisallowed by the County, the Contractor shall promptly refund the disallowed amount to theCounty on request, or at the County's option, the County may credit the amount disallowed I'rom

the next payment due or to become due to the Contractor under any contract with the County.

To the extent this Contract pertains to Deliverables which may be reimbursable under theMedicaid or Medicare Programs, Contractor shall retain and make available upon request, for aperiod of four (4) years after furnishing services pursuant to this Agreement, the contract, books,

documents and records which are necessary to certify the nature and extent of the costs of suchservices if requested by the Secretary of Health and Human Services or the Comptroller Generalof the United States or any of their duly authorized representatives. If Contractor carries out anyof its duties under the Agreement through a subcontract with a related organization involving avalue of cost of $10,000.00or more over a 12 month period, Contractor will cause suchsubcontract to contain a clause to the effect that, until the expiration of four years after the

furnishing of any service pursuant to said subcontract, the related organization will makeavailable upon request of the Secretary of Health and Human Services or the CompnollerGeneral of the United States or any of their duly authorized representatives, copies of saidsubcontract and any books, documents, records and other data of said related organizafiion that

are necessary to certify the nature and extent of such costs. This psray'aph relating to the

retention and production of documents is included because ofpossible application of Section

1361(v)(1)(1)of the Social Security Act to this Agreement; if this Section should be found to beinapplicable, then this paragraph shall be deemed inoperative and without force and effect.

k) Subcontracting or Assignment of Contract or Contract Punds

Once awarded, this Contract shall not be subcontracted or assigned, in whole or in part, without theadvance written approva1 of the Chief Procurement Officer, which approval shall be granted orwithheld at the sole discretion ofthe Chief Procurement Officer. In no case, however, shall such

approval relieve the Contractor Irom its obligations or change the terms of the Contract. TheContractor shall not transfer or assign any Contract funds or any interest therein due or to becomedue without the advance written approval of the Chief Procurement Officer. The unauthorized

subcontracting or assignment of the Contract, in whole or in part, or the unauthorized transfer orassignment of any Contract funds, either in whole or in part, or any interest therein, which shall bedue or are to become due the Contractor shall have no effect on the County and are null and void.

Prior to the commencement of the Contract, the Contractor shall identify in writing to the ChiefProcurement Officer the names of any and all subcontractors it intends to use in the performance ofthe Contract. The.Chief Procurement Officer shall have the right to disapprove any subcontractor.Identification of subcontractors to the Chief Procurement Officer shall be in addition to anycommunications with County offices other than the Chief Procurement Officer. All subcontractorsshall be subject to the terms ofthis Contract. Contractor shall incorporate into all subcontracts allof the provisions ofthe Contract which affect such subcontract. Copies ofsubcontracts shall be

cook county pmfesstonet der@inc rtgrrmment 10Revised 12-1-2012


provided to the Chief Procurement OIIlcer upon request.

The Contractor must disclose the name and business address of each subcontractor, attorney,lobbyist, accountant, consultant and any other person or entity whom the Contractor has retained orexpects to retain in connection with the Matter, as well as the nature of the relationship, and thetotal amount ofthe fees paid or estimated to be paid. The Contractor is not required to discloseemployees who are paid or estimated to be paid. The Contractor is not required to discloseemployees who are paid solely through the contractor's regular payroll. "Lobbyist'* means anyperson or entity who undertakes to influence any legislation or administrative action on behalf ofany person or entity other than:1) a not-for-proflt entity, on an unpaid basis, or (2), himself."Lobbyist" also means any person or entity any part of whose duties as an employee of anotherincludes undertaking to influence any legislative or administrative action. Ifthe Contractor isuncertain whether a disclosure is required under this Section, the Contractor must either ask theCounty, whether disclosure is required or make the disclosure.

The County reserves the right to prohibit any person

lorn

entering any County facility for anyreason. All contractors and subcontractors of the Contractor shall be accountable to the ChiefPmcurement Officer or his designee while on any County propeity and shall abide by all rules andregulations imposed by the County.

ARTICLE 4) TERM OF PERFORMANCE

a) Term of Performance

This Agreement takes effect when approved by the Office of the Chief Procurement OfFicer andits term shall begin on March 15, 2015 and continue until April 30, 2017 or until this Agreementis terminated in accordance with its terms, whichever occurs first.

b) Tlmelimess of Performance

i) Consultant must provide the Services and Deliverables within the term and within thetime limits required under this Agreement, pursuant to the provisions of Section 4.a and ExhibitsI and 2. Further, Consultant acknowledges that TIME IS OF THE ESSENCE and that thefailure of Consultant to comply with the time limits described in this Section 4.b may result ineconomic or other losses to the County.

ii) Neither Consultant nor Consultant's agents, employees or Subcontractors are entitled toany damages from the County, nor is any party entitled to be reimbursed by the County, fordamages, charges or other losses or expenses incurred by Consultant by reason o'f delays orhindrances in the performance ofthe Services, whether or not caused by the County.

c) Agreement Extension Option

Cooi County Professiorol Service Agteentent

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The Chief Procurement Officer may at any time before this Agreement expires elect to extendthis Agreement for up to two (2) additional one (I) year periods under the same terms andconditions as this original Agreement, except as provided otherwise in this Agreement, by noticein writing to Consultant. After notification by the Chief Procurement Officer, this Agreementmust be modified to reflect the 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 Scope of Services and Compensation inthe attached Exhibits I and 2 for the successful completion of services.

b) Method of Payment

All invoices submitted by the Contractor shall be in accordance with the cost provisionsaccording to the Scope of Services and Compensation in the attached Exhibits I and 2. Theinvoices shall contain a detailed description of the Deliverables for which payment is requested.All invoices shall reflect the amounts invoiced by. and the amounts paid to the Contractor as ofthe date of the invoice, and shall be submitted together with a properly completed CountyVoucher form (29A). Invoices for new charges shall not include "past due" amounts, if any,which amounts must be set forth on a separate invoice. No payments shall be made with respectto invoices which do not include the County Voucher form or which otherwise fail to complywith the requirements of this paragraph, Contractor shall not be entitled to invoice the Countyfor any late fees or other penalties.

e) Funding

Payments under this Agreement must not exceed the dollar amount shown in Exhibit I and 2without a written amendment in accordance with Section 10.c.

d) Non-Appropriation

Ifno funds or insufficient funds are appropriated and budgeted in any fiscal period of the Countyfor payments to be made under this Agreement, then the County will notify Consultant in writingof that occurrence, and this Agreement will terminate on the earlier of the last day of the fiscalperiod for which suflicient appropriation was made or whenever the funds appropriated forpayment under this Agreement are exhausted. Payments for Services completed to the date ofnotification will be made to Consultant. No payments will be made or due to Consultant and

. under this Agreement beyond those amounts appropriated and budgeted by the County to fund

payments under this Agreement.

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e) Taxes

Federal Excise Tax does not apply to materials purchased by the County by virtue ofExemption Certificate No. 36-75-0038K. Illinois Retailers'ccupation Tax, Use Tax and

Municipal Retailers'ccupation Tax do not apply to deliverables, inaterials or services purchased

by the County by virtue of statute. The price or prices quoted herein shall include any and all otherfederal and/or state, direct and/or indirect taxes which apply to this Contract. The County's State ofIllinois Sales Tax Exemption Identification No. is E-9998-2013-05.

f) Price Reduction

Ifat any time afier the contract award, Contractor makes a general price reduction in the price ofany of the Deliverables, the eqmvalent price reduction based on similar quantities and/or

considerations shall apply to this Contract for the duration of the Contract period. For purposes ofthis Section 5.f.,Price Reduction, a general price reduction shall include reductions in the effectiveprice charged by Contractor by reason ofrebates, financial incentives, discounts, value points orother benefits with respect to the purchase ofthe Deliverables. Such price reductions shall beeffective at the same time and in the same manner as the reduction Contractor makes in the price ofthe Deliverables to its prospective customers generally.

g) Contractor Credits

To the extent the Contractor gives credits toward fhture purchases ot goods or services, financialincentives, discounts, value points or other benefits based on the purchase of the materials orservices provided for under this Contract, such credits belong to the County and not any specificusing department. Contractor shall reflect any such credits on its invoices and in the amounts itinvoices the County.

ARTICLE 6) DISPUTES

Any dispute arising under the Contmct between the County and Contractor 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 thecomplaint in writing within five days of such request. The Chief Procurement Officer will reduceher decision to writing and mail. or otherwise furnish a copy thereof tc the Contractor. Thedecision of the Chief Procurement Officer will be final and binding. Dispute resolution asprovided 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 time is

required to review a dispute, the parties may exercise their contractual remedies, ifany, ifnodecision is made within sixty (60) days following notification to the Chief Procurement Officer ofCook Coosty Professioosl Service Asreersesl

Revised 12-1-2012


a dispute. No inference shall be drawn from the absence ofa decision by the Chief ProcurementOfncer. Notwithstanding a dispute, Contractor shall continue to discharge all its obligations,duties and responsibilities set forth in the Contract during any dispute resolution proceeding unlessotherwise agreed to by the County in writing.

ARTICLE 7) COMPLIANCE WITH ALL LAWS

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

Certifications attached hereto and incorporated herein, Assurance of compliance with thisrequirement by the Contractor's employees„agents or subcontractors shall be the responsibility ofthe Contractor.

The Contractor shall secure and pay for all federal, state and local licenses, permits and feesrequired hereunder.

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 perform theServices required under this Agreement and will perform no Services for which a professionallicense is required by law and for which Consultant is not appropriately licensed;

ii) warrants it is financially solvent; it and each of its employees, agents and Subcontractorsof any tier are competent to perform the Services required under this Agreement; and Consultantis legally authorized to execute and perform or cause to be performed this Agreement under theterms and conditions stated in this Agreement;

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

iv) warrants that Consultant and its Subcontractors are not in default at the time thisAgreement is signed, and have not been considered by the Chief Procurement Officer to have,within 5 years immediately preceding the date of this Agreement, been found to be in default onany contract awarded By the County;

Cook County Professional Service Agreement

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v) represents that it has carefully examined and analyzed the provisions and requirements ofthis Agreement; it understands the nature ofthe Services required; from its own analysis it hassatisfied itself as to the nature of all things needed for the performance of this Agreement; thisAgreement is feasible of performance in accordance with all of its provisions and requirements,and Conskdtant warrants it can and will perform, or cause to be performed, the Services in strictaccordance with the provisions and requirements of this Agreeinent;

vi) represents that Consultant and, to the best of its knowledge, its Subcontractors are not inviolation of the provisions of the Illinois Crimmal Code, 720 ILCS 5/33E as amended; and

vii) acknowledges that any certification, affidavit or acknowledgment made under oath inconnection with this Agreement is made under penalty of perjury and, if false, is also cause fortermination under Sections 9.a and 91c.

b) Ethics

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

{1) no officer, agent or employee of the County is employed by Consultant or has afinancial interest directly or indirectly in this Agreement or the compensation to be paidunder this Agreement except as may be permitted in writing by the Board of Ethics.

{2) no payment, gratuity or offer of employment will be made in connection with thisAgreement by or on behalf of any Subcontractors to the prime Consultant or higher tierSubcontractors or anyone associated with them, as an inducement for the award of asubcontmct or order.

c) Joint and Several Liability

If Consultant, or its successors or assigns, if any, is comprised of more than one individual orother legal entity {ora combination of them), then under this Agreement, each and withoutlimitation every obhgation or undertaking in this Agreement to be fulfilled or performed byConsultant is the joint and several obligation or undertaking of each such individual or otherlegal entity.

d) Business Documents

At the request of the County, Consultant must provide copies of its latest articles ofincorporation, by-laws and resolutions, or partnership or joint venture agreement, as applicable.

e) Conflicts of Interest

Cook County Professions! Servioe rttnsernentReresed 12-1-2012

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i) No member of the governing body ofthe County or other unit of government and noother officer, employee or agent of the County or other unit of government who exercises anyfunctions or responsibilities in connection with the Services to which this Agreement pertains ispermitted to have any personal interest, direct or indirect, in this Agreement. No member of ordelegate to sdte Congress of the United States or the I!Iinois General Assembly and noCommissioner of the Cook County Board or County employee is allowed to be admitted to anyshare or part of this Agreement or to any financiai benefit to arise from it.

ii) Consultant covenants that it, and to the best of its knowledge, its Subcontractors if any(collectively, "Consulting Parties" ), presently have no direct or indirect interest and will notacqmre any interest, direct or indirect, in any project or contract that would conflict in anymanner or degree with the performance of its Services under this Agreement.

iii) Upon the request of the County„Consultant must disclose to the County its past clientlist and the names of any clients with whom it has an ongoing relationship. Consultant is notpermitted to perform any Services for the County on applications or other documents submitted

to the County by any of Consultant's past or present clients. If Consultant becomes aware of aconflict, it must immediately stop work on the assignment causing the cdnflict and notify theCounty.

iv) Without limiting the foregoing, if the Consulting Parties assist the County in determiningthe advisability or feasibility of a project or in recommending, researching, preparing, drafting orissuing a request for proposals or bid specifications for a project, the Consulting Parties must notparticipate, directly or indirectly, as a prime, subcontractor or joint venturer in that project or inthe preparation of a proposal or bid for that project during the term of this Agreement oraflerwards. The Consulting Parties may, however, assist the County in reviewing the proposalsor bids for the project if none of the Consulting Parties have a relationship with the persons oreritities that submitted the proposals or bids for that project.

v) The Consultant further covenants that, in the performance of this Agreement, no personhaving any conflicting interest will be assigned to perform any Services or have access to anyconfidential information, as defined in Section 3.h of this Agreement, If the County, by theChief Procurement Officer in his reasonable judgment, determines that any of Consultant'sServices for others conflict with the Services Consultant is to render for the County under thisAgreement, Consultant must terminate such other services immediately upon request of theCounty.

vi) Furthermore, if any federal funds are to be used to compensate or reimburse Consultantunder this Agreement, Consultant represents that it is and will remain in compliance with federalrestrictions on lobbying set forth in Section 319of the Department of the Interior and RelatedAgencies Appropriations Act for Fiscal year 1990, 31 U.S.C. tj 1352, and related rules andregulations set forth at 54 Fed. Reg. 52,309 ff. (1989),as amended. If federal funds are to be

Cook County Pmfesstonsi Service Agreement 16Revised 12-1-2012


PROFESSIONAL SERVICES AGREEMENT

TABLE OF CONTENTS

TERMS AND CONDITIONS.ARTICLE 1)INCORPORATION OF BACKGROUNDARTICLE 2)DEFIMTIONS .a) Definitions.....,..........................................b) Interpretation..

c) Incorporation of Exhibits.ARTICLE 3)DUTIES AND RESPONSIBILITIES OF CONSULTANT......a) Scope of Services ..........b) Deliverables ....................................,.........,.........c) Standard of Performance...d) Personnel.e) Minority and Women's Business Enterprises Commitment.

f) Insurance.

8) Indemnification,

h) 'onfidentialityandOwnershipofDocuments.i) Patents, Copyrights and Licenses .j) Examination of Records and Audits

k) Subcontracting or Assignment of Contract or Contract Funds ........,...ARTICLE 4)TERM OF PERFORMANCE.a) Term of Performance ..b) Timeliness of Performance

c) Agreement Extension Option..ARTICLE 5)COMPENSATIONa) Basis ofPayment.b) Method of Payment.c) Funding

d) Non-Appropriation...

e) Taxes ............................,.................................Price Reduction ..

g) Contractor Credits.ARTICLE

6)DISPUTES�

..ARTICLE 7)COMPLIANCE WITH ALL LAWS.ARTICLE 8)SPECIAL CONDITIONS.........a) Warranties and Representations...b) Ethics.

..........3

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4.;........5

.,5......,..8.........8.........9

9.......10......I 1

.......1 1

,.....1 1

. 1 1

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.......I 2.....12..12

....12

......I3

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...,..131314

.....14

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used, Consultant must execute a Certification Regarding Lobbying, which will be attached as anexhibit and incorporated by reference as if fully set forth here.

I) Non-Liability of Public Officials

Consultant and any assignee or Subcontractor of Consultant must not charge any oflicial,employee or agent of the County personally with any liability or expenses of defense or hold anyofficial, employee or agent of the County personally liable to them under any term or provisionof this Agreement or because of the County's execution, attempted execution or any breach ofthis Agreement.

ARTICLE 9) EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSIONAND 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 this Agreementincluding the following:

(a) Failure due to a reason or circumstances within Consultant's reasonable control toperform the Services with sufficient personnel and equipment or with sufficient materialto ensure the performance of the Services;

(b) Failure to perform the Services in a manner reasonably satisfactory to the ChiefProcurement Officer or inability to perform the Services satisfactorily as a result ofinsolvency, filing for bankruptcy or assignment for the benefit of 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 reasonable control;aild

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

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iii) Any change in ownership or connol of Consultant without the prior written approval ofthe Chief Procurement Officer, which approval the Chief Procurement Officer will notunreasonably withhold.

iv) Consultant's default under any other agreement it may presently have or may enter intowith the County during the life of this Agreement. Consultant acknowledges and agrees that inthe event of a default under this Agreement the County may also declare a default under anysuch other Agreements.

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

(vi) Consultant's repeated or continued violations of County ordinances unrelated toperformance under the Agreement that in the opinion of the Chief Procurement Officer indicate awillful or reckless disregard for County laws and regulations.

b) Remedies

The occurrence of any event of default permits the County, at the Countyts sole option, todeclare Consultant in default. The Chief Procurement Officer may in his sole discretion giveConsultant an opportunity to cure the default within a certain period of time, which period oftime must not exceed 30 days, unless extended by the Chief Procurement Officer. Whether todeclare Consultant in default is within the sole discretion of the Chief Procurement Officer andneither that decision nor the factual basis for it is subject to review or challenge under theDisputes provision of this Agreement.

The Chief Procurement Officer will give Consultant written notice of the default, either in theform of a cure notice (oCure Notice" ), or, ifno opportunity to cure will be granted, a defaultnotice (nDefault Notices). If the Chief Procurement Officer gives a Default Notice, he will alsoindicate any present intent he may have to terminate this Agreement, and the decision toterminate (but not the decision not to terminate) is final and effective upon giving the notice.The Chief Procurement Officer may give a Default Notice if Consultant fails to effect a curewithin the cure period given in a Cure Notice. When a Default Notice with intent to terminate isgiven as provided in this Section 9.b and Article 11, Consultant must discontinue any Services,unless otherwise directed in the notice, and deliver all materials accumulated in the performanceof this Agreement, whether completed or in the process, to the County. After giving a DefaultNotice, the County may invoke any or all of the following remedies:

i) The right to take over and complete the Services, or any part of them, at Consultant'sexpense and as agent for Consultant, either directly or through others, and bill Consultant for the


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cost of the Services, and Consultant must pay the difference between the total amount of this billand the amount the County would have paid Consultant under the terms and conditions of thisAgreement for the Services that were assumed by the County as agent for the Consultant underthis Section 9.b;

ii) The right to terminate this Agreement as to any or all of the Services yet to be performedeffective at a time specified by the County;

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

iv) The right to money damages;

v) The right to withhold all or any part of Consultant's compensation under this Agreement;

vi) The right to consider Consultant non-responsible in future contracts to be awarded by theCounty.

If the Chief Procurement Officer considers it to be in the County's best interests, he may electnot to declare default or to terminate this Agreement. The parties acknowledge that thisprovision is solely for the benefit of the County and that if the County permits Consultant tocontinue to provide the Services despite one or more events of default, Consultant is in no wayrelieved of any of its responsibilities, duties or obligations under this Agreement, nor does theCounty waive or relinquish any of its rights.The remedies under the terms ofthis Agreement are not intended to be exclusive of any otherremedies provided, but each and every such remedy is cumulative and is in addition to any otherremedies, existing now or later, at law, in equity or by statute. No delay or omission to exerciseany right or power accruing upon any event of default impairs any such right or power, nor is it awaiver of any event of default nor acquiescence in it, and every such right and power may beexercised from time to time and as often as the County considers expedient.

c) Early Termination

I'n 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 anytime by a notice in miting from the County to Consultant. The County will give notice toConsultant in accordance with the provisions of Article 11.The effective date of termination willbe the date the notice is received by Consultant or the date stated in the notice, whichever is later.If the County elects to terminate this Agreement in full, all Services to be provided under it mustcease and all materials that may have been accumulated in performing this Agreement, whethercompleted or in the process, must be delivered to the County effecnve 10 days after the date thenotice is considered received as provided under Article 11 of this Agreement (ifno date is given)or upon the effective date stated in the notice.

Cook Cotmty Professtonst Service Agreement 19Revised 12-1-2012

Contract Number I525-14406

After the notice is received, Consultant must restrict its activities, and those of itsSubcontractors, to winding down any reports, analyses, or other activities previously begun. Nocosts incurred after the effective date of the termination are allowed. Payment for any Servicesactually and satisfactorily performed before the effective date of the termination is on the samebasis as set forth in Article 5, but if any compensation is described or provided for on the basis ofa period longer than 10 days, then the compensation must be prorated accordingly. No amountof compensation, however, is permitted for anticipated profits on unperformed Services. TheCounty and Consultant must attempt to agree on the amount of compensation to be paid toConsultant, but if not agreed on, the dispute must be settled in accordance with Aiticle 6 of thisAgreement. The payment so made to Consultant is in full settlement for all Servicessatisfactorily performed under this Agreement.

Consultant must include in its contracts with Subcontractors an early termination provision inform and substance equivalent to this early termination provision to prevent claims against the

County arising from termination of subcontracts after the early termination. Consultant will notbe entitled to make any early termination claims against the County resulting from anySubcontractor's claims against Consultant or the County to the extent inconsistent with thisprovision.

If the County's election to terminate this Agreement for default under Sections 9.a and 9.b isdetermined in a court of competent jurisdiction to have been wrongful, then in that case thetermination is to be considered to be an early termination under this Section 9,c.

d) SuspensionThe County may at any time request that Consultant suspend its Services, or any part of them, bygiving 15 days prior written notice to Consultant or upon informal oral, or even no notice, in theevent of emergency. No costs incurred after the effective date of such suspension are allowed.Consultant must promptly resume its performance of the Services under the same terms andconditions as stated in this Agreement upon written notice by the Chief Procurement Officer andsuch equitable extension of time as may be mutually agreed upon by the Chief ProcurementOfficer and Consultant when necessary for continuation or completion of Services. Anyadditional costs or expenses actually incurred by Consultant as a result of recommencing theServices must be treated in accordance with the compensation provisions under Article 5 of thisAgreement.

No suspension of this Agreement is permitted in the aggregate to exceed a period of 45 dayswithin any one year ofthis Agreement. If the total number of days of suspension exceeds 45days, Consultant by written notice may treat the suspension as an early termination of'hisAgreement under Section 9.c.


Revised 12-1-201220


e) Right to Offset

i) In connection with performance under this Agreement:

The County may oIFset any excess costs incurred:

(i) if the County terminates this Agreement for default or any other reason resulting fromConsultant's performance or non-performance;

(ii) if the County exercises any of its remedies under Section 9.b of thisAgreement; or

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

The County may offset these excess costs by use of any payment due for Services completedbefore the County terminated this Agreement or before the County exercised any remedies. If theamount offset is insufficient to cover those excess costs, Consultant is liable for and mustpromptly remit to the County the balance upon written demand for it. This right to ofFset is inaddition to and not a limitation of any other remedies available to the County.

f.) Delays

Contractor agrees that no charges or claims for damages shall be made by Contractor for anydelays or hindrances &om any cause whatsoever during the progress of any portion of thisContract.

g.) Prepaid Fees

In the event this Contract is terminated by either party, for cause or otherwise, and the County hasprepaid for any Deliverable, Contractor shall refund to the County, on a prorated basis to theetfective date of termination, all amounts prepaid for Deliverables not actually provided as of theeffective date of the termination. The refund shall be made within fourteen (14) days of theeffective date of termination.

ARTICLE 10) GENERAL CONDITIONS

a) Entire Agreement

Cook County Professionsi Service Agreement

Revised 12-1-201221

Contract Number 1525-144Q6

i) General

This Agreemeng and the exhibits attached to it and incorporated in it, constitute the entireagreement between the parties and no other warranties, inducements, considerations, promises orinterpretations are implied or impressed upon this Agreement that are not expressly addressed inthis Agreement.

ii) No Collateral Agreements

Consultant acknowledges that, except only for those representations, statements or promisesexpressly contained in this Agreement and any exhibits attached to it and incorporated byreference in it, no representation, statement or promise, oral or in writing, of any kindwhatsoever, by the County, its of5cials, agents or employees, has induced Consultant to enterinto this Agreement or has been relied upon by Consultant, including any with reference to: (i)the meaning, correctness, suitability or completeness of any provisions or requirements of thisAgreement; (ii) the nature of the Services to be performed; (iii) the nature, quantity, quality orvolume of any materials, equipment, labor and other facilities needed for the perfonnance of this

Agreement; (iv) the general conditions which may in any way Meet this Agreement or its

performance; (v) the compensation provisions of this Agreement; or (vi) any other matters,whether'similar to or different from those referred to in (i) through (vi) immediately above,affecting or having any connection with this Agreement, its negotiation, any discussions of itsperformance or those employed or connected or concerned with it.

iii) No Omissions

Consultant acknowledges that Consultant was given an opportunity to review all documentsforming this Agreement before signing this Agreement in order that it might request inclusion inthis Agreement of any statement, representation, promise or provision that it desired or on that itwished to place reliance. Consultant did so review those documents, and either every suchstatement, representation, promise or provision has been included in this Agreement or else, ifomitted, Consultant relinquishes the benefit of any such omitted statement, representation,promise or provision and is willing to perform this Agreement in its entirety without claimingreliance on it or makmg any other claim on account of its omission.

b) Counterparts

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

c) Modifications and Amendments


Revised 12-1-2012


The parties may dming the term of the Contract make modifications and amendments to theContract but only as provided in this section. Such modifications and amendments shall only bemade by mutual agreement in writing.

In the case of Contracts not approved by the Board, the Chief Procurement 06icer may amend acontract provided that any such amendment does not extend the Contract by more than one (I)year, and fuhher provided that the total cost ofall such amendments does not increase the totalamount of the Contract beyond $1S0,000. Such action may only be made with the advance writtenapproval of the Chief Procurement 015cer. Ifthe amendment extends the Contract beyond one (I)year or increases the total award amount beyond $150,000, then Board approval will be required.

No County department or employee thereof has authority to make any modifications oramendments to this Contract. Any modifications or amendments to this Contract made without theexpress written approval of the Chief Procurement Officer is void and unenforceable.

Contractor is hereby notified that, except for modifications and amendments which are made inaccordance with this CyC-IO, Modihcations and Amendments, no County department or employeethereofhas authority to make any modification or amendment to this Contract.

d) Governing Law and Jurisdiction

This Contract shall be governed by and construed under the laws of the State of Illinois. TheContractor irrevocably agrees that, subject to the County's sole and absolute election to thecontrary, any action or proceeding in any way, maimer or respect arising out of the Contract, orarising from any dispute or controversy arising in connection with or related to the Contract, shall

be litigated only in courts within the Circuit Court ofCook County, State of Illinois, and theContractor consents and submits to the jurisdiction thereof. In accordance with these prokdsions,Contractor waives any right it may have to transfer or change the venue of any litigation broughtagainst it by the County pursuant to this Contract.

e) Severability

Ifany provision ofthis 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 all casesbecause it conflicts with any other provision or provisions of this Ayeement or of any

constitution, statute, ordinance, rule of law or public policy, or for any other reason, thosecircumstances do not have the effect of rendering the provision in question invalid, illegal,inoperative or unenforceable in any other case or circumstances, or of rendering any otherprovision or provisions in this Agreement invalid, illegal, inoperative or unenforceable to anyextent whatsoever. The invalidity, illegality, inoperativeness or uneaforceability of any one or

Cook County Professions! Service Atntnment

Revised 12-1-2D12

23


more phrases, sentences, clauses or sections in this Agreement does not affect the remainingportions of this Agreement or any part of it.

I) . Assigns

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

g) 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 own terms,Consultant must make every effort to assure an orderly transition to another provider of theServices, if any, orderly demobilization of its own operations in connection with the Services,uniriterrupted provision of Services during any transition period and must otherwise comply withthe reasonable requests and requirements of the Department in connection with the terminationor expiration.

h) Waiver

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

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 applies to theparticular instance and is not a waiver forever or for subsequent instances of the performance,requirement or condition. No such waiver is a modification of this Agreement regardless of thenumber oftimes the County may have waived the performance, requirement or condition. Suchwaivers must be provided to Consultant in writing.

i) Independent Contractor

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 the obligations ofthe parties are only those expressly set forth in this Agreement. Consultant must perform underthis Agreement as an independent contractor and not as a representative, employee, agent, orpartner of the County.

Cook County Proyessionsi Service Asnnrnent

Revised 12-1-2012


This Agreement is between the County and an independent contractor and, if Consultant is anindividual, nothing provided for under this Agreement constitutes or implies an employer-employee relationship such that:

i) The County wiII not be liable under or by reason of this Agreement for the payment ofany compensation award or damages in connection with the Consultant performing the Servicesrequired under this Agreement.

ii) Consultant is not entitled to membership in the County Pension Fund, Group MedicalInsurance Program, Group Dental Program, Group Vision Care, Group Life Insurance Program,Deferred Income Program, vacation, sick leave, extended sick leave, or any other benefitsordinarily provided to individuals employed and paid through the regular payrolls of the County.

iii) The County is not required to deduct or withhold any taxes, FICA or other deductionsfrom any compensation provided to the Consultant,

j) Governmental Joint Purchasing AgreementPursuant to Section 4 ofthe Illinois Governmental Joint Purchasing Act (30 ILCS 525) and the JointPurchase Agreement approved by the Cook County Board of Commissioners (April 9, 1965), other unitsof government may purchase goods or services under this contract.

ARTICLE 11) NOTICES

All notices required pursuant to this Contract shall be in writing and addressed to theparties at 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 or certified,return receipt requested. Notice as provided herein does not waive service of summons or process.

If to the County: Chief Information OfficerCook County Bureau of Technology69 West Washington, Room 2700Chicago, IL 60602

Chief of Information and AdministrationCook County Sheriff s Department of Information Technology3026 South

California

3'loor IT UnitChicago, IL 60608

Cook County Professionst Service sktneernent

Revised 12-1-201225


Cook County Chief Procurement Officer118North Clark Street. Room 1018Chicago, Illinois 60602(Include County Contract Number on all notices)

If to Consultant:Jamail CarterSenior Account ExecutivePublic SectorGartner Inc.200 West JacksonSuite 2000Chicago, IL 60606

Changes in these addresses must be in writing and delivered in accordance with the provisions ofthis Article 11. Notices delivered by mail are considered received three days after mailing inaccordance with this Article 11. Notices delivered personally are considered effective uponreceipt. Refusal to accept delivery has the same effect as receipt.

ARTICLE 12) AUTHORITY

Execution of this Agreement by Consultant is authorized by a resolution of its Board ofDirectors, if a corporation, or similar governing document, and the signature(s) of each personsigning on behalf of Consultant have been made with complete and full authority to commitConsultant to all terms and conditions of this Agreement, including each and everyrepresentation, certification and warranty contained in it, including the representations,certifications and warranties collectively incorporated by reference in it.

Cook County Professionsi gervise Agreement

Revised 12-2-2012


15151517

TERMINATION, SUSPENSION AND....17.17.lg19

..20. 21.21

........2 I..2 I.21

........22.....22

.23......23„..24

.....,.24

2425

....25.......26

c) Joint and Several Liability

d) Business Documents.e) Conflicts of Interest.f) Non-Liability ofPublic Officials .....................ARTICLE 9)EVENTS OF DEFAULT, REMEDIES,

RIGHT TO OFFSET..a) Events of Default Defined .b) Remedies.c) Early Termination

d) Suspension ..e) Right to Offsetf.) Delays .g.) Prepaid Fees ..........................,...............................ARTICLE 10)GENERAL CONDITIONS ..a) Entire Agreement ..b) Counterparts....................................„................„..c) Modifications and Amendments .............,.....d) Governing Law and Jurisdiction..e) Severability.f) Assigns.

g) Cooperation...............,....,................„..............„....h) Waiver..i) Independent Contractor.

j) Governmental Joint Purchasing AgreementARTICLE 11)NOTICES .ARTICLE 12) AUTHORITY ..................,...................

Economic Disclosure StatementSignature Pages

List of Exhibits

Exhibit I:Exhibit 2:Exhibit 3:Exhibit 4:Exhibit 5:

Scope of Services and Compensation for Bureau of Technology (BOT)Scope of Services and Compensation for Shemff s IT DepartmentEvidence of InsuranceState of Kansas Agreement Contract ID 35945Board Approval

Cook Cooosy Pmfessioosd Sesvme AsmememRevised 12-1-2012

EXHIBIT I

SCOPE OF SERVICES AND COMPENSATION FOR THEBUREAU QF TECHNOLOGY

Cook County Professions! Servioe Agreement

Revised 12-1-201227

CONTRACT NO. 1525-14405

ECONOMIC DISCLOSURE STATEMENTAND EXECUTION DOCUNIENT

INDEX

Section D'ascription

Instructions Instructions for Completion of EDS EOSi-ii

MBE/WBE Utilization Plan EDS 1

Letter of Intent EOS 2

Petition for ReductiorAVaiver of IVIBE/WBE Participation

Goals

Certifications

Economic end Other Disclosures, Aftidavit of Child

Support Obligations snd DiscMsure of Ownership Interest

EDS4, 5

EDS 8-~12

Sole Proprietor Signature Page EDS 13a/b/c

Partnership Signature Page EOS 14la/b/cI

Limited Liability Corporation Signature Page EDS 15a/b/c

Corporation Signature Page EDS 1Sa/b/c

Cook County Signature Page EOS 17

'I.'l0.13

CONTRACT NO. 1525-144IS

This Economic Disdosure Statement and Execution Document ("EDS") is to be completed and executed by everyBidder on a County ccnlrad, every party responding to a Request for Proposals or Request for QuaNicstlons"(p ed), and othws as required by the Chief Procurement Ol'ficer. If Ihe Undersigned is swarded a contract

o "D'ursuantto the procuremsnt process for which this EDS wes submitted (ths "Contract" ), trna Economlo isc osureStatement and Execution Document shall stand as the Undersigned's execution of the Contract.

Definitions. Capitalized terms used in this EDS and not otherwise defined herein shall have the meanings given tosuch terms in the Instructions to Bidders, General Conditions, Request for Proposals, Request I'or Qualifications, orother documents, bs appliable.

'Affffiamd Entity" means a person or entity that, directly or indirectly: controls the Bidder, iscontrolled by the Bidder, or is, with the Bidder, under common control of another person cr entgy.Indicia of conlroi include, without limitation, interlocking management or ownership; identity ofinterests among family members; shared facilities end equipment; common use of employees; sndorganization of s business entity following the ineligibility of a business entity to do business withthe County under tha standards set forlh in the Certifications included in this EDS, usingsubstangally the same management, ownership or principals as fhe ineligible entity.

"Sir(der," 'Proposer," "Dnderefgned," or "Applicant," is the person or entity executing thisEDS. Upon sward and execution of a Contract by the County, ths Bidder, Pmposer, Undersignedor Applicant, as the case may be, shall become ths Contractor or Contracting Party.

"Proposal," for purposes of this EDS, is the Undersigned's complete response to an RFPIRFQ, orif no RFQIRFP was issued by ths County, the "Proposal" is such other proposal, quote or offersubmitted by'he Undersigned, and in sny event a "Proposal" includes this EDS ."Cods'eans the Cods of Ordinances, Cook County, illinois availebls through the Cook CountyClerk's Ogice wsbsite ([email protected]). This page can also baaccessed by going to www.cookctvclerk.corn, dicking on the tab labeled "County Board

'roceedings," and then clicking on the link to "Cook County Ordinances."

"Connector" ar "Contracting Party" means ths Bidder, Proposer or Applicant with whom theCounty hes entered into a Contract.

"EDS"means this complete Economic Disdbsurs Statement end Execution Document, includingall sections listed in the Index end eny attachments.

"Lobby" or "lobbying" means lo, for compensation. ettempi to influence a County ofhciel orCounty employee with respect to any County matter.

"Lobbyist" means any person or entity who lobbies.

"Prohibrted Acts" means any of the actions or occurrences Which form the basis Ibrdbqualification under the Code, or under the Certlfloatlons hereinaiter set forth.

Secgons 1 through Fz trIBEIWBE Documentation. Sections 1 end 2 must be completed in order to satisl'y therequiremen onts of the County's MBE/WBE Ordinenos, as sel forth in the Contract Documents, if applicable. If the

BEUndersigned believes s waiver is appropriate and necessary, Section 3, the petition for Waiver of IVIBEIWParticipation must be completed.

Section et Cergfrcatione. Secgon 4 sets forth certificetions that ere required for contracting parties under the Cods.Execution of this EDS consgtutes s warranty that all the statements end certificstions contained, snd all the fernsstated, ln the Certiloations are true, correct and complete as of tile date of execution.

S t 5: Economic and Other Disclosures Statement. Section 5 is the County's required Economic and Other'n 'theDisclosures Statemerd form. Execution of this EDS constiiutes a warranty that all the information provided in e

EDS is true, correct end complete as of the date of execution, and binds Ihe Undersigned to the warranties;rspresentstwns, agreements and acknowledgements contained therein.

EDS-i

1.15.13

PETITION FOR WAIVER OF MSE/WBE PARTICIPATION SEC'fION 3)

fifiDDERIPROPOSER HEREBY REQUESTS;

FULL MBE WAIVER FULL WBE WAIVER

REDUCTION (PARTIAL MBE and/or WBE PARTICiPATION)

yv of Reduction for MBE'Participation

% of Reduction for WBE Participation

8, REASONFORFULL/REDUCTION WAIVERREQUEST

BiddedProposer shall check each item applicable to ils reason for a waiver request. Addilionallv. sunooNna documentation s~hfi

bs aubmihsd with Ibis 'reousst. If such suonorfinn docuihenbtfion cannot bs.submilted with bfd/omoosal/cuolafion. suchdocumentafion shall ba 'submitted direcgv lo Ihs Ofiice. df Cenlraol Oomofisnas no later than lliree /3l dave.fmm ihe dais 'of

submission date.

(f) Lack of sufficient qualified MBEs and/or WBEs capable of providing Ihe goads or services requirhd by the contract.(Please explain)

(2) The spacilicaiions and necessary requimments for performing the contract make it impossible or economicafiy

infeasttfia to divide the contmcl to enable the contractor to utilize MBEs and/or WBEa in accordance v/ith thsapplNsble pa/ficipatton. (Please explain)

(3) Pdce(s) quoted by potsnfial MBEs snd/or WBEs sre above compsfitive leva)s and increase cost of tlolng busirwssand woWd make acceptance of such MBE snd/or WBE bid economlcafiy impracli cable, taking into ccnsidsrafion

the percentage of tntal contract price represented by such MBE and/or WBE bid. (Please explain}

(4) There are other relevant factors making it impossible or economically infeasible to utiliz» MBE and/or

WBE finns, (Please explain)

C, GOOD FAITH EFFORTS TOOB3'AIN MBE/WBE PARTICIPAggg

(I) Made firnety mitten soficitatlon to identifie MBEs and WBEs for utilization of goads and/cr services;

and provided MBEs and WBEs with a fimely opportunity to review and obtain relevant spscilicslions,

terms and condifions of the proposal to enable MBEs and WBEs to prepare an informed response to

soiicitelion. (Please aNsch)

(2) Followed up initial solicitation of MBEs and WBEs to determine if firms ars interested in doing

business. (Please attach)

(3) Advsr!ised in a timely manner in ons or more dafiy newspapers and/or trade pubficatlori for MBEs and

WBEs for supply ofgoods and services. (Please attach)

(4) Used the services and assistance of the Qtfice of Contract Compliance staff. (Please explain}

(5) Engaged MBEs & WBEs for indirect pamcipstlon. (Please explain)

OTHER RELEVANTINFORMATIObl

Attach any other documenlafion relative to Good Faith Efforts in complying with MBE/WBE participation

$(kfg<g )s rd r//I/I'fftig~ ffyt/I)/If Mac y'Itzf//)'yt lad(34tg 5'cfA~ d.

y'ddk P %t. Q>;p i> k(iiy<Fi"4 6y (rulfeY 4)"4/ldf~<S.

EDS-3

COOK COUNTY GOVERNMENT LETTER QF INTENT (SECTION 2l

M/WBE Flam

Address:

City/State:

Phone;

Email:

Zip

Fax;

Certifying Agency.

Ceniflcafion Expiration Dale:

FEIN R

Contact Person:

Contram ¹:

Padicipelfon: f J Direct [ J indirect

Will ihs M/WBE finnbe subconbmting any of the performance of this contract to another Srmo

[ [ No [ ( Yne-Please allachnaptanagon. Proposed subcontracton

The undersigned MIWIK is prepamd le provide the following commodities/services for the above named project/Confracc

indicate lhe ~rw, or~P, and the T8/M¹dt( p~sntfcr the abovodescribed commodities/ senricss:

(/fnmre space is needed lo fu/(y descdbo MAYBE Firms pmpossd scope of work snd/or payment schedu/e attach eddil/onsl sheets)

THE UNDERSIGNED PARTtES AGREE inst this Letter of Infant will become a bindirlg Subcontract Agreemont condifloned upon ths

Biddm/proposefs recept of s signed ixinlmct fien the coumy of cook. The Undeidignnd Ponies do also certiiy that they did not emx their

Signaluree in lh S dcnumenl i ntii Sli erase under DeeorfptiOn Of Senrine/ Supply and Fer¹COSI Were COmpleted,

Signs(ure (/f//yyBEj Signature (Pt/me Bid//sr/P/opose¹

Print Name Pdnt Name

Finn Name Finn Name

Date Date

Subscrfbsd and sworn before me

this day of

Notary Public

SEAL

,20,Subscdbed end swam before me

fhis day of

Notary Public

SEAL

EDS-2

CERTIFICATIQNR IRECTIQN 41

Tl-IE FOLLOWING CERTIFICATIONS ARE MADE PURSUANT TO STATE LAW AND THE CODE. THE UNDERSIGNED ISCAUTIONED TO CAREFULLY READ THESE CERTIFICATIONS PRIOR TO SIGNING THE SIGNATURE PAGE. SIGNINGTHE SIGNATURE PAGE SHALL CONSTITUTE A WARRANTY BY.THE UNDERSIGNED THAT ALL THE STATEMENTS,CERTIFICATIONS AND INFORMATION SET FORTH WITHIN THESE CERTIFICATIONS ARE'RUE, COIIIIPLETE ANDCORRECT AS OF THE DATE THE SIGNATURE PAGE IS SIGNED. THE UNDERSIGNED IS NOTIFIED THAT IF THECOUNTY LEARNS THAT ANY OF THE FOLLOWING CERTIFICATIONS WERE FALSELY MADE, THAT ANY CONTRACTENTERED INTO WITH THE UNDERSIGNED SHALL BE SUBJECT TO TERMINATION.

PERSONS AND ENTITIES SUBJECT TO DISQUALIFICATION

Nc person or business entity shall be awarded 8 contract or sub-contract, for a periiod of five (5) years from the date ofconviction or entry of 8 plea or admission of guilt, civil or criminal, if that person or business entity;

1) Has been convicted of an acl committed, within the Stats of glinois, of bribery or attempting to bribe an ofhceror employee of a unit of state, federal or local government or school district in the Stats of Iliinols in thatofgcer'8 or employee'8 officisl capacity;

2) Hes been convicted by federal, state or local government of an ect of bid-rigging or attempting to rig bids asdefined in ths Sherman Anti Trust Act end Clayton Act. Act. 15 US C. Section 1 el seqd

3) Hss been convicted of bid-rigging or attempting to riig bids under the laws of federal, slate or localgovernm8ilt;

4) Has been convicted of an act committed, within the State, of price-fixing cr attempting to fix prices as definedby fhe Sherman Anti-Trust Act end the Clayton Acb 15 U.S.C. Section 1, ef seqri

5) Has been convicted of price fixing or attempting to fix priices under the laws<he State;

6) Has been convicted of defrauding or attempting to defraud any unit of stets or local government or schooldistrict within the Stats of illinois;

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

8) .Hss entered s piss of nolo confendsre to charge of bribery, prioe-fixing, bid-iigging, or fisud, ss set fOrth In

sub-paragraphs (1) through (6) above.

In the case of bribery or attempting to bribe, 8 business 8iititir mey not be 8warded a contract if an ogicisl, agent oremployee of such business entity committed the prohibited Act on behalf of ths business entity and pursuant to thedirection or authorization of an oftlcsr, director or other responsible ofgr)al of the business entity, snd such ProhibitedAct occuned within ttxse years prior to ihe sward of ths contracL ln addition, 8 business entity shall be disqualified if

an owner, partner or shareholder controlling, directly or indirectly, 20 % or more of the business entity, or en ofhcer ofthe business entity hss psriormed sny Prohibited Act within five years prior to the award of the Contract,

THE UNDERSIGNED HERESY CERTIFIES THA1'. Ths Undersigned has reed ths provisions of Section A, Personsand Entities Subject to Disqualification, that the Undersigned hss not committed any Prohibited Act set forth in SectionA, and that award of the Contract to the Undersigned would not violate the provisions of such Section cr of the Code.

BID-RIGGING OR BID ROTATING

THE UNDERSlGHED HERESY CERTIFIES THATJn accordance wit lr 720 ILC3 5/33 E-II, neither the Undsrsr)piednor sny Affiliated EnNy is barred from award of this Contract as s result of 8 convicdon for the violation of Stele Iewspmhib/ling brd-n'ggfng or bfd rofsfing.

DRUG FREE WORKPLACE ACT

THE UNDERSIGNED HERESY CERTIFIES THAT: The Undersigned will provide 8 drug free workplace, as required byPublic Act 66-1459 (30 ILCS 580/2-11).

EDS-41.10.13

D. DELINQUENCY IN PAVNIENT OF TAXES

THE VhCERSIGNED HEREBY CERTIFIES THAT: Ths Undersigned is not an owner or s party responsible for thepayment af any tex or fee administered by Cook County, by e local rnuni clpslhy, or by lbs Ignais Department of Revenue,which such lax or fss is delinquent, such ss bar sward af s contract ar subcontract pumuent io ths Code, Chapter 34,Secfion 94-129.

HUMAN RIGHTS ORDINANCE

No person utm is a party to s contract with Cook County ("County" ) shall engage in unlawful discrimination or sexualharassment against sny indiVidual in the terms or conditlans of employment, credit, public accammodstions, housing, orprovidon of County faciTities, sswlcss or programs (Gods Chapter 42, Sedtan 42-30 et ssq).

F. ILUNOIS HUIVIAN RIGHTS ACT

THE UNDERSfQHED HEREBY CER77FIES Tie Tt It is In compliance wiN the fhe lllinais Human Righis Act (TT5 ILCSdr21 05), snd agrees to shids by the requirements ofthe Act as part ofifs contractual obfgstlona.

MACBRtDE PRINCIPLES, CODE CHAPTER 34, SECTION 34 132

If the primary contractor currently conducts business operations in Northern Ireland, or vill conduct business during theprojected duraficn of a County contract, the primary contractor shall make all reasonable and good faith effcrts to conductsny such business operations in Northern Ireland in accordance with the MacSrids Principles for Narthern ireland asdefined in llhnois Public Act 85-1380.

LIVING VIIAGE ORDINANCE PREFERENCE (COOK COUNTY CODE, CHAPTER 34, SECTION 34-127;

Ths Cods requires fftst a fivlng wage must bs paid to individuals employed by a Contrador which hss s County Contractan ye su cond by all subcontractors cf such Contractor under a County Contract, throughaut.the duration of such Couniy Conlracl.

fThe smaunt af such living wage is determined from time to time by, snd ls available from, ths Chief Financial officer o thsCounty.

For purposes of this EDS Section 4,, M, "Contract" means any uciltsn agraemsnt whereby the Caunty is committed to ordace expend funds in connection with the agreement or subcontract thereof. The term "Cantraog as used in gtia EDS,Section 4, I, spsdfically sxcludea contracts with the fallowing:

1) Hot For Prolit Organrzatmns (defined as s corpomtion having tax exempt status under Seclion 601(G)(3)af theUnited Stats internal Revenue Cods and recognized under the filinois Stats not-far -pralit law);

2) Community Development Block Grants;

3) Gook Gauniy Works Department;

4) Sherif's Work Alternative Program; and

5) Department of Correction inmates.

EDS-5

1.10.13

REISUIRED DISCLOSURES ISECTION Sl

1. DISCLQSURE OF LQBBYIST COI4TACTS

List all persons or entities that have made lobbying contacts on your behalf with reaped to this contract

Name Address

2. LOCAL BUSINESS PREFERENCE DISCLOSURE; CODE, CHAPTER 34, SECTION 34-161(p);

"Local Business" shall mean a person authorized to transact business in this State end having a bans tide establishment fortrsnsacfing business located within Cook County at which it was actually transacting business on fire dots when any competitivesolicitation for a pubhc contract is first advertised ar announced and further which employs the majority of its regular, full time workforce within Cook County, including s foreign corporation duly authorized to transact business ln this Stats and wNch has a bonafide establishment far transacting business located wfihin Cook County at which It was solualiy transacting business on the datewhen any competitive saficiiation for a public contract is first advertised or announced and funker which employs ths majority of itsregular, full time work force wkhin Cook County.

a) N Bidder a "Local Business" as defined abovsy

Yes:

b) If yes, fist business addresses within Cook County:

c) Does Bidder employ Ihe majority of its regular fipl.time workforce within Cook County'

Yes: Ho:

3. THE CHS.D SUPPORT ENFORCEMENT ORDINANCE (PREFERENCE (CODE, CHAPTER 34, SECTION 34466)

Every Applicant for a Caunty Privitggs shall be in full compliance with any child support order before such Appficant is entitled toreceive ar renew a County Fktvikrgs. When delinquent child suppmt evists, ths County shall not issue or renew any County

Privilege, and msy revoke any Caunly Privilege.

AS Applicants are required to review the Cook County Affidavit of Child Support Obligations attached to this EDS (ED64I)snd complete the fogowlng, based upon the dellnigons and other information included in such Affidavit.

EOS-6

4. REAL ESTATE OWNERSHIP DISCLOSURES.

The UndsrNgned must indicsis by checking ths appropriate pmvision bslcw and providing all requited infolmsfion that eiktec

a) The following is a complete list of all real estate owned by the Undersigned in Cook County:

PERMANENT INDEX

NUNIBER(S)'ATTACH

SHEET IF NECESSARY TO I.ISTADDITIONAL INDEX

NUMBERS)

OR:

b) ~The Undersigned owns no real estate in Cook County.

5. EXCEPTIONS TO CERTIFICATIONS OR DISCLOSURES.

If ths Undersigned is unabie to certify to any of the Certlgcstions or sny other statements ccnfeinsd in this.EOS and not explained

elsewhere in this EDS, the Undersigned must explainbelow.'f

the letlers, "NA", the word "None" or 'No Response" appears above, or if the space is lett blank, it will be conclusively presumedthat the Undersigned certtged to sil cerliscstions and other statements contained in this Egs,

EDS-7'I.'I 0.13


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 "County" and Gartner Inc. doing business as a corporation of the State of Illinois,hereinafter referred to as "Consultant", pursuant to authorization of the Office of the ChiefProcurement Officer.

BACKGROUND

Consultant represents that it has the professional experience and expertise to provide the

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, THEREFORE, the County and Consultant agree as follows:

TERMS AND CONDITIONS

ARTICLE I) INCORPORATION OF BACKGROUNDThe Background information set forth above is incorporated by reference as if fully set forthhere.

ARTICLE 2) DEFINITIONSa) Definitions

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

"Additional Services" means those services which are within the general scope of Services ofthis Agreement, but beyond the description of services required under Article 3, and all servicesreasonably necessary to complete the Additional Services to the standards of performancerequired by this Agreement. Any Additional Services requested by the Department require theapproval of the Chief Procurement OAicer in a written modification to this Agreement beforeConsultant is obligated to perform those Additional Services and before the County becomesobligated to pay for those Additional Services.

Cook Cotmty Professional Service AttreementRevised 12-1-2012

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATEMENT

The Cook County Code of Ordinances (I2-610 et seq.) requires that any Applicant for any County Action must disdose informationconcerning ownership interests in the Applicant. This Disclosure of Ownership Interest Statement inust be completed with allinformation current as of the date this Statement is signed. Furthermore, this Statement must be kept current, by filing an amendedStatement, until such time as the County Board or County Agency shall take action on the application. The information contained inthis Statement will be maintained in a database and made available for public viewing.

If you are asked to list names, but there are no applicable names to list, you must state NONE. An incomplete Statement will bereturned and any action regarding this contract will be delayed. A failure to fully comply with the ordinance may result in the actiontaken by the County Board or County Agency being voided.

"Applicant" means any Entity or person making an application to the County for any County Action.

"County Acfran" means any action by e County Agency, a County Department, or the County Board regarding an ordinance orordinance amendment, a County Board approval, or other County agency approval, with respect to contracts, leases, or sale orpurchase of real estate.

"Entity" or "Legal Entity" means a sole proprietorship, corporation, partnership, association, business trust, estate, two or morepersons having a joint or common interest, trustee of a land trust, other commercial or legal entity or any beneficisiy or beneficiariesthereof.

This Disclosure of Ownership interest Statement must be submitted by:

1.An Applicant for County Action and

2. An individual or Legal Entity that holds stock or a beneficial interest in the Applicant and is listed on the Applicant's Statement (a"Molder" ) must file a Statement and complete ¹I only under Ownership Interest Declaration.

Please print or type responses dearly and legibly. Add additional pages if needed, being careful to identify each portion of the form towhich each additional page refers.

This Statement is being made by the [ ivr ] Applicant or [ ] Stock/Beneficial interest Molder

This Statement is an: [ Q]Originalgtatement or [ ]Amended Statement

Identifying Information:

Name D/6/A: EINNO, c y

Street Address: c>v'

j'zy wv r- acr>City: State: Zip Code:

Phone No.: 2 ~ u 3 age 'I

Form of Legal Entity:

[ ] Sole Proprietor [ ] Partnership [Ir] Corporation [ ] Trustee of Land Trust

[ ] Business Trust [ ] Estate [ ] Assoaation [ ] Joint Venture

'i GINr'(dMIIvasss visiua

sg h rt,ssescfnm04tfjgdt

EDS-9

L10.13

Ownership Interest Declaration:

1. List the name{a), address, and percent ownership of each individual and each Entity having a legal or beneficialinterest (including ownership) of more than five percent (5%) in the Applicant/Holder.

Name

Azzu .E~&lce'/'W.

z - Zcp.„, X.—.+X d=Z

4/4 r -vu g +4.,$

i„z'ddress

Percentage Interest in

Applicant/Holder

'lT a >l w / 25ipwx v Li- + +/6 ;5..i'HVz 4-

/ic z'vpzz+V >ac-zz /'A.e ~ wr vy

If the interest of any individual or any Entity listed in (1) above is held as an agent or agents, or a nominee ornominees, fist the name and address of the principal on whose behalf the interest is held.

Name of Agent/Nominee

zuo -..i.mr sZz z~

zz~

Name of Principal

z".~zd ~ c~z

D

Principal's Address

z >-. -d.

w "+ d c..—.

3. Is the Applicant constructively controlled by another person or Legal Entity? [ ) Yes ( ~ ) No

If yes, state the name, address and percentage of beneficial interest of such person or legal entity, and Iherelationship under which such control is being or may be exercised.

Name Address Percentage ofBeneficial Interest

Relationship

Declaration (check the appiicable box):

[ ) I state under oath that the Applicant has withheld no disclosure as to ownership interest in the Applicant nor eservedany information, data or plan as to the intended use or purpose for which the Applicant seeks County Board or other

County Agency action,

I state under oath that the Holder has withheld no disclosure as to ownership interest nor reserved any informationrequired to be disclosed.

j2 6'raze" vr . Czz<~ewzpName of Authorized Applicant/Holder Representative (please print or type)

~gigriature

PA,/rvz cvz V V~ap e'- 6+1"x''z: rc+E-mail address

/5rwuzzvw ps''r x C~Title

Date

rzzr~ ~ 9 p 5/ r /I

Phone Number

Subthis

X/)('ds fore mp.

ay of 20+3

Notary Public Signature //

My commission expires:

DE)ETNA NENEE LENOIR JOHNSONNotary Public

Camiasnwaaltb ol ylrnlala

Notary%RESEay C aallsakui gapbas Nau 30

EDS-101.10.13

COOK COUNTY BOARD OF ETHICS69 W. WASHINGTON STREET, SUITE 3040

CHICAGO, ILLINOIS 60602312/603-4304

312/603-9988 FAX 312/603-1011 TT/TDD

FAMILIAL RELATIONSHIP DISCLOSURE PROVISION:

Section 2-582 of the Cook County Ethics Ordinance requires any person or persons doing business with Cook County, uponexecution of a contract with Cook County, to disclose to the Cook County Board of Ethics the existence of familialrelationships they may have with all persons holding elective office in the State of Illinois, the County ofCook, or in any

municipality within the County of Cook.

The disclosure required by this section shall be filed by January I of each calendar year or within thirty (30) days of theexecution of any contract or lease. Any person filing a late disclosnie statement after January 31 shall be assessed a late filingfee of $100.00per day that the disclosure is late. Any person found guilty ofviolating any provision of this section orknowingly filing a false, misleading, or incomplete discloswe to the Cook County Board ofEthics shall be prohibited, for aperiod of three (3) years, &om engaging, directly or indirectly, in any business with Cook County. Naia: Please see Chapter 2Administration, Article VII Ethics, Section 2-582 of the Cook County Code to view the full provisions of this section.

Ifyou have questions concerning this disclosure requirement, please call the Cook County Board of Ethics at (312) 603-4304.Nore: A rurrcnt list of contractors doing business with Cook County is available via the Cook County Board ofFthics'ebsite at:http: //www.coskcountygov.cern/taxonomy/ethics/Listings/cc ethics VendorList,pdf

DEFINITIONS:

"Calendar year" means January I to December 31 of each year.

"Doing business" for this Ordinance provision means any one or any oombination of leases, contracts, or purchases to or withCook County or any Cook County agency in excess of $25,000 in any calendar year.

"Familial relarionsbip" means

blood, marriage or adoption:~ Parent~ Child~ Brother~ Sister~ Aunt~ Uncle~ Niece~ Nephew

~ Grandparent~ Grandchild~ Father-in-law~ Mother-in-law~ Son-in-law~ Daughter-in-law~ Brother-in-law~ Sister-in-law

~ Stepfather~ Stepmother~ Stepson~ Stepdaughter~ Stepbrother~ Stepsister~ Half-brother~ Half-sister

a person who is related to an official or employee as spouse or any of the following, whether by

"Person" means any individual, entity, corporation, partnership, firm, association, union, trust, estate, as well as any parent orsubsidiary of any of the foregoing, and whether or not operated for profit.

EDS-111.10.13

SWORN FAMILIAL RELATIONSHIP DISCLOSURE FORM

Pursuant to Section 2-582 of the Ixrok County Ethics Ordinance, any person" doing business* with Cook County must disclose,to the Cook County Board ofEthics, the existence offamilial relationships" to any person holding elective office in the State ofIllinois, Cook County, or in any municipality witlun Cook County. Please print your responses.

Name ofOwner/Employee: Title:

Business Entity Name; rf-~~v w~" 2- Phone:

Business Entity Address: P c r'c'~ r =t-'g~dr-y W"'s' i'-Pave-sr~-P Cra„

The following familial relationship exists between the owner or any employee of the business entity contracted to dobusiness with Cook County arid any person holding elective office in the State of Illinois, Cook County, or in anymunicipality within Cook County.

Owner/Employee Name: Related to: Relationship:

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

There is rro familial relationship that exists between the owner or any employee of the business entitycontracted to do business with Cook County and any person holding elective oftice in the State of Illinois, CookCounty, or in any municipality within Cook County.

To tbe best of my knowledge and belief, the information provided above is true and complete.

j~ QW~g c..

~er/Employee's Signature

Subscribe and sworn before me this

/ ..4'.. /Ce ~ A~KFdf

'~Ã/a 7~aDate

Day of ff A//Anxlcc/ ,20ij

NOTARY PUBLICSEAL

'My Commission expires AR 8//, k/9/ 7

Completed forms must be filed within 30 days of the execution of any contract or lease with Cook County and should be mailedto:

05NITN/I NSN55 LENCltt 40ttNSCN

I Notary PubgcCommonwealth ot I/trglata

2550150Nly cemralssioa Expires Nos 30, 2017

Cook County Board of Ethics69 West Washington Street,

Suite 3040Chicago, Illinois 60602

EDS-121.10.13

SIGNATURE BYA SOLE PROPRIETOR

(SECTION 6)

The Undersigned hereby certifies and warrants; that all of the statements, certifications and representations set forth in this EDSare true, complete and correct; that the Undersigned is in full compliance and will continue to be in compliance throughout the termof the Contract or County Privilege issued to the Undersigned with all the policies and requirements set forth in this EDS; and thatall facts and information provided by the Undersigned in this EDS are true, complete and correct, The Undersigned agrees toinform the Chief Procurement Officer in writing if any of such statements, certifications, representations, facts or information

becomes or is found to be untrue, incomplete or incorrect during the term of the Contract or County Privilege.

BUSINESS NAME:

BUSINESS ADDRESS:

BUSINESS TELEPHONE:

FEIN/SSN:

COOK COUNTY BUSINESS REGISTRATION NUMBER:

FAX NUMBER:

SOLE PROPRIETOR'S SIGNATURE:

PRINT NAME:

DATE:

Subscribed to and sworn before me this

day of , 20My commission expires:

Notary Public Signature Notary Seal

EDS-13a

i li. v', . ':ii" 1vayn APT!yt!I

s.ixcl ii '. ~' ieti<1lnmr'n

ipt ~V,„SViiisl!,'

SIGNATURE BYA CORPORATION

(SECTION 9)

The Undersigned hereby certifies and warrants: that all of the statements, certifications, and representations set forth in this EDSare true, complete and correct; that the Undersigned is in full compliance and will continue to be in compiiance throughout the termof the Contract or County Privilege issued to the Undersigned with all the policies and requirements set forth in this EDS; and thatall of the facts and information provided by the Undersigned in this EDS are true, complete and correct. The tindersigned agrees toinform the Chief Procurement Officer in writing if any of such statements, certificstions, representations, fade or informationbecomes or is found to be untrue, incomplete or incorrect during the term of the Contract or County Privilege.

BUSINESS NAME: e ~» ~~'"c'=6-

BUSINESS ADDRESS:

BUSINESSTELEPHONE: r ~ + ~ d <'+-'P" FAX NUMBER:

CONTACT PERSON; C. z-

''EIN:

rW( 3sr E r ~~ *IL CORPORATE FILE NUMBER:

LIST THE FOLLOWING CORPORATE OFFICERS;

PRESIDENT: VICE PRESIDENT: leap~'z ~'"~ r

SECRETARY: "'- " 'P >c-< -""- ts TREASURER; c. ca''-I

~SIGItATURE-QF PRSSQENTt ( J)~ + r ' -' ~ X~M //9ATTEST: (CORPORATE SECRETARY)

Subscribed and sworn to before me this

I E~+ day of kl>ref Er"f."t,ECL>:

dpi.,i6, ~u Sr kk~~Notary Public Signature

OENITIlA IIENEE LEIIOIR JOHNSONNotary public

Commonwealth ef yirglsisTSSJJTSS I

Mr Commission Emlres Nev Sb. EgtyRotary sear — — ——

If the corporation is not registered in the State of illinois, a copy of the Certificate of Good Standing from the stateof incorporation must be submitted with this Signature Page.

In the event that this Signature Page is signed by any persons than the President and Secretary, attach either acertified copy of the corporate by-laws, resolution or other authorization by the corporation, authorizing suchpersons to sign the Signature Page on behalf of the corporation.

EDS-16a1.10.13

SIGNATURE BYA CORPORATION

(SECTION g)

The Undersigned hereby certilles and warrants: that all of the statements, certifications, and representations set forth in this EDSare true, complete and correct; that the Undersigned is in full compliance and will continue to be in compliance throughout the term

of the Contract or County Privilege issued to the Undersigned with all the policies and requirements set forth in this EDS; and that

all of the facts and information provided by the Undersigned in this EDS are true, complete and correct. The Undersigned agrees to

inform the Chief Procurement Officer in writing if any of such statements, certifications, representations, facts or information

becomes or is found to be untrue, incomplete or incorrect during the term of the Contract or County Privilege.

BUSINESS NAME:

BUSINESS ADDRESS:

BUSINESS TELEPHONE:

CONTACT PERSON:

FAXNUMBER:

FEIN; *IL CORPORATE FILE NUMBER:

LIST THE FOLLOWING CORPORATE OFFICERS:

PRESIDENT:

SECRETARY:

SIGNATURE OF PRESIDENT:

ATTEST:

VICE PRESIDENT:

TREASURER:

(CORPORATESECRETARY)

Subscdibed and sworn to before me this

iui, al01IIU yifrga ASIM1(i

nitniV ic nrsr'vn'1rt'*'-','6TII66'~i%i@

55nRuure

, 20My commission expires:

Notary Seal

If the corporation is not registered in the State of glinois, a copy of the Certificate of Good Standing from the stateof incorporation must be submitted with this Signature Page.

In the event that this Signature Page is signed by any persons than the President and Secretary, attach either acertified copy of the corporate by-laws, resolution or other authorization by the corporation, authorizing suchpersons to sign the Signature Page on behalf of the corporation.

EDS-16b1.10.13

EXHIBIT I

SCOPE OF SERVICES AND COMPENSATION FOR THEBUREAU OF TECHNOLOGY

Cook Coooly Professioosl Service AyeemeotRevised 12-1-2012

Gartnern Inc. Service Agreement for Cook County Bureau of Technology ("Client"}

This Service Agreement ("SAn) is between Gartner, Inc. of 56 Top Gallant Road, Stamford, CT 06904 ("Gartnern) and Client, and includes theterms and condiutons of Gartner and State of Kansas Master Client Agreement No. SW895 with an effective date of28 July 201'I to include theResearch and Advisory Services MCA date 10November 2011 tbe terms of which are incoqsortted by reference herein to include all applicableService Descriptions. This SA constitutes the complete agreement between Gartner and Client snd shall be effective when signed by bothparties,

1. DEFINITIONS AND ORDER SCHEDULE:

Services are the subscription-bascd remamh and related services pmchased by Client in the Order Schedule below and describe in the ServiceDescriptions. ServiceNames and Levels of Access

aredefined

in

the

ServiceDesriptions. Gsrlnermay periodicallyupdate the names and thedeliverables for each Service. IfCfient adds Services or upgrades the level of service or access, tn additional Service Agreement will bcrequired.

Serves Dancriptians describe each Service purchased, spectTy the deliverables for each Service, and set forth any additional terms unique to aspecific Service. Service Descriptions for the Services purchased in this SA may be viewed asd downloaded thmugh tbe hyperlinks listed inSection 2 below or may be attached to this SA in hard copy, and are incorporated by reference into this SA.

~

Veer t

Gartner forExecutivePrograms

Garbler fclEnterpriseLeaders

Applications(Oracle)Gartaer for ITLeadership Team

Gartner forTechnicalProfessionals(GTP)

Advisor

Leader

AdvisorSME EnterpriseAccess

Service Name Level ofAccess ~ube

I

All ITStaff

Name of User to bes

Simona Roilinson

Mary Jo Horace

Edward Paddock

All IT Staff

5/I/15 4/30/16

5/I/I 5 4/30/1 6

„5/I/I 5 4/30/16

~at ~Centra

Term Start Term EndDAttg Dgic

5/I/I 5 4/30/16 66,595 66,595

47215 47,215

24320 24,320

47,405 1 47,405

Annual Fee ~Ig

TotalServices:

(Exclucgng $185,535 $ 185,535applicablesales tnx)

~

Yearg

Service Name

Gartner forExecutivePmgrams

Gartner forEnterpriseLeadersApplications

I (Oracle)

Level of Access

Advisor

Numberof Users

Name of User to beLicensed

Simona Rollinson

ContractTerm Start

Date5/I/I 6

Mary Jo Horace 5/I/I 6

CentractTerm End

Dnnte

4/30/17

4/30/1 7

70,100 70,100

49,700 49,700

Annual Fee ~ Total Fee

Garner inc. - Sesvicc Agreement for asn wit/ra Master Client Agrcamnnl —Vcrnim N/lg- Pago i of2

Gartner for IT Leader 1

Leadership Team

Gartner for Advisor All ITTechnical SMB Enterprise StaffPmfessionals Access

(GTP)

Edward Paddock

All IT Staff

5/1/1 6

5/I/1 6

4/30/17

4/30/17

25,60f)

49,900

'5,600

49,900

TotalServices:

(Exduding $195300 $195,300applicablesales tax)

Due to the multi-year tram of this Service Agreement, Client expressly wsives its right of tenuisstion for convenience

2. SERVICE DESCRIPTIONS:

Service Name/ Level of Access

Gartner for Technical Professions)s

(GTP) / Advisor SMB EnterpriseAccessGartner Executive Progrmus, Member

Gartuer for IT Leadership Team,I.cederGartuer for Enterprise IT Leaders,Advisor

Service Descrintian URL

htto://www.aartner.corn/lt/sd/sd technro advisor smb.udf

htto://www.uartner.corn/it/sd/sd en member.ndf

htuor//www.sartner.corn/it/sd/sd itl 'team leader,odi

httnr//www.uartner.curn/hisdiml eitl earns orncicattif

3.PAYMENT TERMS

Galmer will invoice Client in advance for ail Services. Payment is due 30 days Sum the invoice date. Client shall pay any sales, use, value.

added, or other tax or charge imposed or assessed by any governmental entity upon the sale, use cr receipt of Services, with the exception of any

taxes imposed on the net income of Gariner.

Please attach any required Purchase Order ("f9")to this SA and enter the PO number below. If an annual PO is required for multi-year

contracts, Client will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre-printed or additional

contract terms included on the PO shall be inapplicable and of no force or effect. This SA may be signed in counterparts.

4. CLIENT BILLING INFORMATION

Purchase Order Number

69 w. Ivashtngton, s«ite 2706, chicago, Ib 60602

Billing Address

Isvoice ilecipient Name Invoice Recipient gmat/ Invoice Recipient 1'el. No.

5. AUTHORIZATION

Client: Gartner, Inc.

Signature/Date Signature/Date

Print Name and Title Print Name and Title

Garner inc. - Service Agreemsnl for «se rvi dr a Barler Client Agreemvm —Ferslon IIV/6 - page 2 of2

Contract Number 152S-14406

"Agreement" means this Professional Services Agreement, including all exhibits attached to itand incorporated in it by reference, and all amendments, modifications or revisions made inaccordance with its terms.

"Chief Procurement Officers means the Chief Procurement Officer for the County of Cook andany representative duly authorized in writing to act on his behalf.

uDepartmentn means the Cook County Using Department.

"Services" means, collectively, the services, duties and responsibilities described in Article 3 ofthis Agreement and any and all work necessary to complete them or carry them out fully and tothe standard of performance required in this Agreement.

nSubcontraetorn means any person or entity with whom Consultant contracts to provide anypart of the Services, including subcontractors and subconsultants of any tier, suppliers andmaterials providers, whether or not in privity with Consultant.

b) Interpretation

i) The term "include" (in all its forms) means "include, without limitation" unless thecontext 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 this Agreement.

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

iv) Any headings preceding the text of the Articles and Sections of this Agreement, and anytable of contents or marginal notes appended to it, are solely for convenience or reference and donot constitute a part of this Agreement, nor do they affect the meaning, construction or effect ofthis Agreement.

v) Words importing the singular include the plural and vice versa. Words of the masculinegender 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 ExhibitsThe following attached Exhibits are made a part of this Agreement:

Cook County Professional gerrenn Agreement

Revised 12-1-2012

Gardener.Client initials:

SERVICE DESCRIPTIONAttachment to the Service Agreement

EXECUTIVE PROGRAMS MEMBER

Executive Programs Member (the "Service") is designed for the most senior technology executive in theorganization, typically the CIO. This Service provides the client with (i) an ongoing advisory relationshipwith Gartner and (ii) a thinking partner to contextualize Gattner insights.

DELIVERABLESClient may designate one (I) Licensed User, referred to herein as "Member,'* who may access theDeliverables listed below.

Assigned Service Delivery Team

Value Reviews

Access to Analysts

Symposium/ITxpoe with ExecutivePrograms VIP accessExecutive Programs Events

Peer Networking

~ Gartner for IT Leaders Research and RelatedContent

~ IT Key Metrics Data~ Executive Programs Research and Related

Content~ Talking Technology Series

ADDITIONAL DEFINITIONS OP DELIVERABLES1. Assigned Service Delivery Team

An Executive Partner with past experience in senior technology executive roles and an Executive ClientManager will serve as the Member's primary points of contact. They will help define and developindividualized strategies based on their priorities and initiatives ("Member Agenda" ).The Member mayinteract on a monthly basis with the Executive Partner and Gartner to ensure ongoing engagement anddelivery of value. Interactions may include: Strategy Meetings, analyst interactions, local events,Symposium attendance, peer networking interactions, or Executive Paitner teleconferences ormeetings.

Strategy Meetings between the Member and by invitation of the Member, one or more of the Member'speers (typically the CEO, CFO, CXO, et al.), and the Executive Partner may be to review and applyExecutive Programs Research, the annual Executive Programs CIO Agenda, or other relevant content,provide advice on issues of relevance to Member and/or to drive the Member Agenda

2. Value ReviewsThe Executive Partner will periodically conduct Value Reviews with the Member against the MemberAgenda.

3. Access to AnalystsAnalyst Inquiry —Provides access to Gartner Analysts associated with this Service. Participation islimited to the Gartner Analyst and the Member. Inquiry topic may be any area of Gartner-coveredResearch so long as the purpose is to advance the Member Agenda.Prioritized Analyst Scheduling —The Member is entitled to prioritized scheduling for Analyst Inquiryand I-on- I sessions at Symposium/ITxpo.

4. EventsAttendance at Symposium/ITxpo —One (I) complimentary, nontransferable invitation to attendGartner Symposium/ITxpo, including standard Symposium entitlements plus Executive Programs VIPaccess.

Service Description Ssecutive Pragrams Member, Version 20, January 2025 —Page 2 of2

Gartner.Client initials:

Executive Programs Events —Complimentary, nontransferable invitation to attend local content-based Gartner Executive Programs Events, including regional CIO Leadership Forums, whereavailable.As part of the registration process, you will receive access to Gartner Events Terms & Conditionscontaining legal disclosures specific to your Event experience.

5. Peer NetworkingPeer Directory —Access to searchable directory of senior technology leaders and CEOs.Online Forums —Access to virtual discussions of common issues among peers on gartner.corn,including a private forum exclusive for Executive Programs Members and Leaders.Offltne Meetups —Access to designated program lounges at SymposiumFacilitated isletworking —Executive Partner will, upon request, arrange meetings or conference callswith peers around a specific topic to discuss best practices or areas of expertise.

6. Gartner for IT Leaders Research and Related Content —Includes Gattner Core IT and Role-specificResearch; diagnostic tools, templates, and case studies; Weeldy Picks and News Analysis; and webinarsfeaturing Gartner Analysts.

7. IT Key Metrics Data —Provides performance metrics on trends in IT spending and staffing, unit costs,and performance measures across critical IT domains.

8. Executive Programs Research and Related ContentResearch Reports —Up to 12 (twelve) Reports per year, covering Gartner-selected topics on areaswhere business and IT intersect (Schedules are approximations and are dependent on the publicationschedule of relevant Research). Includes associated tools and teleconferences hosted by ExecutivePrograms Research Report authors to discuss topics of their Research Reports.Business Research and Related Content —Targeted to CIOs, CFOs, and other business executives.

9. Talking Technology Series-Analyst commentaries on the latest IT topics in a monthly audio programthat can be accessed via gartner.corn or downloaded to an MP3 device,

ADDITIONAL TERMS & CONDITIONSUnless otherwise provided above, use of this Service is governed by the Usage Guidelines for GartnerServices, which are accessible on the Policies section of gartner.corn.

Service Description: Executive Programs Member, Version 2 0, January 2022 —Page 2 of2

GBI'tAeI:Giient initials:


GARTNER FOR TECHNICAL PROFESSIONALSADVISOR SMALL AND MIDSIZE BUSINESS

BLKSignated by Client (aLicensed User" ) receives the following Deliverables:

Published Research —Focuses on application platforms, collaboration and contentmanagement, data center, data management, identity and privacy, security and riskmanagement, and wireless and mobility.

Reference Architecture —Web-based tool that assists in making informed strategy andarchitecture decisions in the technological and organizational environment.

Weblnars —Periodic Web conferences where Gartner Analysts speak on timely topics in

information technology and then solicit questions from listeners.

Gartner Peer Connect —Provides access to a community of IT professionals who shareopinions about technology products and vendors,

Analyst Dialogues —Access to Gartner Analysts associated with the Service purchased byClient.

Event Ticket —One (I) ticket per Client organization to a Catalyst Event. In addition, aCatalyst Ticket may be used to register for a Summit Event. The Catalyst or Summit EventTicket is a numbered identifier (e.g., 424562) that entitles one (I) Licensed User to registerfor one (I) admission to the Event specified in the Ticket Letter e-mailed to Client. Ticketsare valid for 12 (twelve) months from the date of issue which is indicated by the expirationdate shown on the Ticket Letter. Tickets provided as part of a Gartner Research offering arevalid only for Gartner conferences that take place during the 12-month (twelve-month)contract term of the Research offering for which the Ticket has been issued.

DELIVERAEach user des

Gartner for Technical Professionals Advisor Small and Midsize Business (the aService") provides clientswho maintain a threshold minimum investment in select Gartner products with access to all Gartner forTechnical Professionals Research published through gartner.corn and also with the option of schedulingdialogues with Analysts that support the Service.

Tickets are transferable within the Client organization but not to another company. A Ticketmay not be used by more than one (I) employee nor for admission to the following GartnerEvents: Gartner Symposium/ITxpo, Supply Chain Executive Conference, Gartner Seminars,or Gartner CIO Leadership Forum.

Your purchase and use of a Ticket(s) is subject to and governed by the online registrationterms and conditions at httn://wwwuzartner.corn/technolouv/about/nolicies/events-terms.iso.

ADDITIONAL TERMS dtc CONDITIONSParticipation in Analyst Dialogues is subject to the following terms:

I. Licensed Users with Advisor-level access may engage with a Gartner Analyst to: (i) discuss aGartner for Technical Professionals Re'search document published within the scope of theirspecific Service, and/or (ii) apply a Gartner for Technical Professionals Research documentto a related issue their company is facing.

tersica Descnpiion, Garnser for Tech areal professionals Advisor Siofg, Version 64 Jane 2613 —page 1 of2

Gartner.Client initials:

2. Participation in Analyst Dialogue is limited to the Licensed User(s) and the Gartner Analystonly (i.e., non-Users, inside or outside client company, may not attend or otherwiseparticipate).

. Analyst Dialogue sessions may take up to 60 (sixty) minutes of an Analyst's time and may also be used torequest basic reviews of technical-related documents of 20 (twenty) pages or less that take up to 60 (sixty)minutes of an Analyst's time. Examples include technical architecture proposals and technical plans.

All Licensed Users that access this Service must be IT staff members who are currently etnployed by theclient organization.

Unless otherwise provided above, use of this Service is governed by the Usage Guidelines for GartnerServices, which are accessible on the Policies section of gartner.corn.

Service Descrlpsions Garsner for Technical prafessionals Advnor SMB, Version 2 0 June 2m3 —page 2 of2

68ftllef.Client Initials:


GARTNER FOR ENTERPRISE IT LEADERSAPPLICATIONS - ORACLE

'artnerfor Enterprise IT Leaders Applications - Oracle (the "Service") is for senior IT leaders in large,complex enterprises who are managing IT functions for a business unit or the entire enterprise. TheService is managed by a Gartner Leadership Partner and Client Manager who will tailor programDeliverables to the unique needs of each Member.

DELIVERABLESClient may designate one (I) Licensed User, referred to herein as "Member'," who may access theDeliverables described below. The sections following this list provide additional guidance:

~ Assigned Service Delivery Team ~ Gartner for IT Leaders Research and Related~ Annual Onsite Meeting Content~ Facilitated Networking and Peer Community ~ Summit Event Ticket

Events Analyst Inquiry

L Assigned Service Delivery TeamThe Leadership Partner and Client Manager will serve as Member's delivery team for this Service.They will maintain the relationship through the delivery of the Services and implementation of aMember Value Plan. The Client Manager will facifitate Inquiry and respond to specific requests forGartner research and insight.

~ Member Value Plan —Customized service plan created in collaboration with the Member atthe beginning of. the Service and reviewed and revised periodically through the membershiplifecycle. Elements include Member expectations, value criteria, up to three (3) key initiativesand action plan.

2. One (1)Annual Onsite Meeting —Member will meet with the Leadership Partner for coaching andadvice, with focus on strategic planning and execution of up to three (3) key initiatives. Guidance willbe based on the collective expertise of Gartner Research and the Member Peer Community.

3. Facilitated Networking and Peer Community Events and Content~ Facilitated Networking —Member may request meetings or conference calls with peers

around a specific topic to exchange information about best practices or areas of expertise.~ Peer Community Events and Content

o Peer Community Events —Held two (2) times per year for 1.5 days, these Eventsfocus on Member-selected topics, provide a venue for networking and peer exchange,feature Member presentations on working solutions and offer facilitated workshopswith Gartner Analysts. Gartner may, as necessary, change Analysts or supplementthe Analyst with a Gartner Subject Matter Expert.

o Peer Community Research and Peer Content —Members can access My Gartnerfor exclusive case studies and findings, focused on critical issues and Member-contributed presentations, tools and templates.

4. Gartner for IT Leaders Research and Related Content —Members will have access to thisResearch and Content which may be updated over time.

5. Summit Event Ticket —The Summit Event Ticket is a numbered identifier (e.g., 424562) thatentitles the Licensed User to register for one (I) Gartner Summit Conference as specified in theTicket Letter e-mailed to Client. A Summit Ticket may also be used to register for a Catalyst Event.Tickets are valid'for 12 (twelve) months from the date of issue, as indicated by the expiration date

Service Oescripdone Garover for Enserprise lr Leaders —Appacanons - Oracle, Versvon 6 0, November 2013—page I of2

Garter.Client initials:

shown on the Ticket Letter. Tickets provided as part of a Gartner Research offering are valid only forGartner conferences that take place during the 12-month (twelve-month) contract term of theResearch offering for which the Ticket has been issued. Tickets are transferable within the Clientorganization but may not be transferred to another company. A single Ticket may not be used bymore than one (I) employee and may not be used for admission to any Gartner Event other than aSummit Event or a Catalyst Event. Your purchase and use of a Ticket(s) is subject to and governed bythe online registration terms and conditions at:httn://www.aartner.corn/technoloav/about/nolicies/events-terms. isn

6. Analyst Inquiry —Provides access to Gartner Analysts who are associated with the Servicepurchased by Client. Participation is limited to the Gartner Analyst, the Member, and the Member'steam (as reasonably required for the Member*s business purposes). In all instances, the Member mustbe present on the Inquiry call and the topic may be any area of Gartner-covered Research so long asthe purpose is to advance the Member* s agenda.

'Member may also identify a "Designated Delegate'" from within the Client organization to support theMember by attending one (I) Peer Community Event and accessing Peer Community Event content.

ADDITIONAL TERMS Br, CONDITIONSThe Member may, on an occasional and infrequent basis, forward copies of individual researchdocuments, not to exceed ten (10) separate documents per Licensed User per contract year, to specificindividuals within the client organization. This may not be done on a routine basis, or by means ofposting on Client's corporate intranet, or in a manner that has the intent or effect of avoiding the purchaseof additional User Licenses from Gartner.

Unless otherwise provided above, use of this Service is governed by the Usage Guidelines for GartnerServices, which are accessible on the Policies section of gartner,corn.

Sere res Descripnon: Garmerfor Enierprise ir Leaders —Applicadons - Orade, Version 6 0, November 2023- Page 2 of2

Client initials.


GARTNER FOR IT LEADERSHIP TEAM:TEAM LEADER

Gartner for IT Leadership Team: Team Leader (the "Service") is an expanded version of the Gartner forIT Leaders Advisor offering that enables access to Gartner Research and Analysts related to specific ITroles in a team environment (i.e.s a Team Leader and Team Members).

DKLIVKRASLKSThe Gartner for IT Leadership Team is comprised of a Leader and Team Members, each of whom hastheir own Service Description setting forth the Deliverables and entitlements for that Leader or Member.The Service is accessible by a Gartner for IT Leadership Team Leader (the "Team I,ceder") and byhis/her direct reports or cross-functional team (the "Team Members" ), as set forth in the ServiceAgreement. Collectively, the Team Leader and his/her Team Members are aLicerised Users*'.

The Deliverables for the Team Leader set forth below.

~ Gartner Core IT Research~ Role-Specific IT Research~ IT Key Metrics Data~ Diagnostic Tools, Templates, and Case Studies~ Selected Vendor Reports~ Weekly Picks and News Analysis~ Key Insights Document Share

~ Webinars featuring Gartner Analysts~ Peer Networking~ Talking Technology Series~ Analyst Inquiry~ Team inquiry~ Summit Event Ticket~ Fvent Highlights

ADDITIONAL TERMS site CONDITIONSParticipation in Analyst Inquiry is limited to the Licensed User(s) and the Gartner Analyst only (i.e., non-

Users, either inside or outside of the Client company, may not attend or otherwise participate on the call).The Team Leader is entitled to two types of Inquiry: (i) Inquiry sessions with the Gmtner Analyst(aAnalyst Inquiry" ); and (ii) Inquiry sessions with the Gartner Analyst and the IT Leadership Team(aTeam Inquiry" ). The Team Leader must schedule and attend the Team Inquiry sessions in which TeamMembers may lead the discussion or pose questions to the Analyst on behalf of the team to advance theTeam Leader's agenda.

The Team Leader may use Key Insights Document Share on gartner.corn to forward to others in theClient organization Key Insights summaries of up to 25 (twenty-five) Gartner Research documents percontract year. Ifa Key insight summary is not available, the Team Leader may forward a PDF copy of the

full document. This forwarding may not be done in a manner that has the intent or effect of avoiding thepurchase of additional User licenses.

The Summit Event Ticket is a numbered identifier (e.g., 424562) that entitles the Licensed User toregister for one (I) Gartner Summit Conference as specified in the Ticket Letter e-mailed to Client. ASummit Ticket may also be used to register for a Catalyst Event. Tickets are valid for 12 (twelve) months

fi om the date of issue, per the expiration date on the Ticket Letter. Tickets provided as part of a GartnerResearch offering are valid only for Gartner Events during the 12-month (twelve-month) contract term ofthat Research offering. Tickets are transferable within the Client organization but may not be transferred

to another company. A single Ticket may not be used by more than one (I) employee and may not be

used for admission to any Gartner Event other than Summit or Catalyst. All purchase'and use of GartnerEvent Ticket(s) is subject to and governed by the online registration terms sk conditions at:htto://wwrvrnzartner.corn/technolosv/about/oolicies/events-terms.isn

Unless otherwise provided'bove, use of this Service is governed by the Usage Guidelines for GartnerServices, which are accessible on the Policies section of gartner.corn.

Sereice Descriprians Garmerfar n Zeadersgsp Team ream Leader, Vers>an / 0 danaarp Zmd —page i ajJ

EXHIBIT 2

SCOPE OF SERVICES AND COMPENSATION FOR THESHERIFF' INFORMATION TECHNOLOGY DEPARTMENT

Gartners Inc. Service /thgreement for Cook County DePartment of Corrections ("CHentw)

This Service Agreement ("SA"}is between Gartner, Inc. of56 Top Gallant Road, Stamford, CT 06904 (oGartaeP) md Client, and includes the

terms and conditions of Gartner and State of Kansas Master Client Agreement No. SW895 with an effective date of28 July 2011 to include theResearch and Advisory Services MCA date 10 November 2011 the terms of which are incorporated by reference herein to include ail applicableService Descriptions. This SA constitutes the complete agreemeat between Gartner and Client and shall be efi'ective when signed by both

parties.

1. DEFINITIONS AND ORDER SCHEDULE:

Services are the subscription-based research and related services purchased by Client in the Order Schedule below aod described in the ServiceDescriptions. Service Names and Levels of Access are defined in the Service Descriptions. Gartser may periodically update the names and the

deliverables for each Service. IfClient adds Services or upgrades the level of service or access, an additional Service Agreement will be

required.

Service Descriptiaus describe each Service pwchascd, specify the deliverables for each Service, and set forth any additional terms unique to a

specific Service. Service Descriptions for the Services purchased in this SA may be viewed snd downloaded through the byperlinks listed in

Section 2 below or may be attached to this SA in hard copy, and are incorporated by reference into this SA.

(meara

Service Name Level of Access ~er~f

Advisor A!I ITSMB Enterprise StaffAccess

Gartner forTechnicalPmfessionals(GTP)GaltnerExecutivePmarams

4/30/16 70,100Member 70,100I 'obert Mclnerney 5/I/I 5

Name of User to be ~ot ~ Anaual Fee ~otal F~ensed Term Start Term End

All IT Staff 5/I/15 4/30/16 49,900 49,900

TotalServices:

(Excluding $120,000 $120,000appgeablesales tax)

~

Your eI

~Num er~oUs s

Gartner forTechnicalProfessionals(GTP)GartnerExecutivePmarams

Advisor AE ITSMB Enterprise StaffAccess

Member

Service Name Level ofAccess Name of User to be ContractLicemeg Term Start

DateAll IT Staff 5/I/I 6

Robert Mclnemey 5/I/16

~Cntract~Term E

Date4/30/17

4/30/I 7

Annual Fee

49 tt00

70,100

Total Fee

49,900

70,100

Total (Ex du ding $120,000 $ 120,000Services: appgcable

sales tax)

Due to the multi-year tenn of this Service Agreement, Client expressly waives its right of termination for convenience.

Gavtaer lec. - Service ttgreemeatfor ase with a Starter Cli eat ttgreemeat - Yerstoa let/4 —page l of2

3. SERVICE DESCRIPTIONSt

Service Name/ Level of Access Service Descrintion URL

Gmtner for Technical Professionals(GTP) / Advisor SMB EntctpriseAccessGartner Executive Programs-Member

httnt//www.aartner.corn/lt/sd/sd technro advisor smb.udf

httnt//tvww.aartner.corn/tVsd/sd en member.ndf

3.PAYMENT TERMS

Gartner will invoice Cheat in advance for all Services. Payment is due 30 days trom the invoice date. Client shall pay any sales, use, valueadded, or other tax or charge imposed or assessed by any governmental entity upon the sale, use or receipt of Services, with the exception of enytaxes imposed on the net income of Gartncr.

Please attach any required Purchase Order ("~P")to this SA and enter the PO number below. If an annual PO is required for multi-yearcontracts, Client will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre-printcd or additionalcontract tenne included on the PO shall be inapplicable and of no force or effect, This SA may bc signed in counterparts.

4. CLIENT BILLING iisWORMATION

Pure/tuse Order Number Billing Address

Invoice Recipient Name invoice Recipient Email Invoice Recipient Tel. No.

5.AUTHORIZATION

Cgent; Gartner, Inc.

Signature/Date Signaetre/Date

Print Name and Title Print Name and Title

Germ sr Inc. —Service Agreemenifor use wi!I e Rioter Clice! 4gre ment - version IO/I st - page 2 of2


Exhibit I:Exhibit 2:Exhibit 3:Exhibit 4:Exhibit 5:

Scope of Services and Compensation for BOTScope of Services and Compensation for Sherries OfficeEvidence of InsuranceState of Kansas Agreement Contract ID 35945Board Approval

ARTICLE 3) DUTIES AND RESPONSIBILITIES OIt'ONSULTANT

a) Scope of Services

This description of Services is intended to be general in nature and is neither a completedescription of Consultant's Services nor a limitation on the Services that Consultant is to provideunder this Agreement. Consultant must provide the Services in accordance with the standards ofperformance set forth in Section 3c. The Services that Consultant must provide include, but arenot limited to, those described in Exhibits 1 and 2, Scope of Services and Compensation andTime Limits for Performance, which is attached to this Agreement and incorporated by referenceas if fully set forth here.

b) Deliverables

In carrying out its Services, Consultant must prepare or provide to the County variousDeliverables. nI)ehverabiesu 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 do notinclude all documents or other materifds specified in this Agreeinent or reasonably necessary forthe purpose for which the County made this Agreement or for which the County intends to usethe Deliverables. If the County determines that Consultant has failed to comply with theforegoing standards, it has 30 days &om the discovery to notify Consultant of its failure. IfConsultant does not correct the failure, if it is possible to do so, within 30 days after receipt ofnotice &om the County specifying the failure, then the County, by written notice, may treat thefailure as a default of this Agreement under Article 9.

Partial or incomplete Deliverables may be accepted for review only when required for a specificand well-defined purpose and when consented to in advance by the County. Such Deliverableswill not be considered as satisfying the requirements ofthis Agreement and partial or incompleteDeliverables in no way relieve Consultant of its commitments under this Agreement.

c) Standard of Performance

Cook County Professional Service Aktvetnent

Revised 12-1-2012

Client Initials:


EXECUTIVE PROGRAMS MEMBER

Executive Programs Member (the "Service") is designed for the most senior technology executive in theorganization, typically the CIO. This Service provides the client with (i) an ongoing advisory relationshipwith Gartner and (ii) a thinking partner to contexn2alize Gartner insights.

DELIVERABLKSClient may designate one (l) Licensed User, referred to herein as "Member," who may access theDeliverables listed below.

~ Assigned Service Delivery Team~ Value Reviews~ Access to Analysts~ Symposium/ITxpoe with Executive

Programs VIP access~ Executive Programs Events~ Peer Networking

~ Gartner for IT I.eaders Research and RelatedContent

~ 1TKey Metrics Data~ Executive Programs Research and Related

Content~ Talking Technology Series

ADDITIONAL DEFINITIONS OF DKLIVERABLESAssigned Service Delivery TeamAn Executive Partner with past experience in senior technology executive roles and an Executive ClientManager will serve as the Member's primary points of contact. They will help define and developindividualized strategies based on their priorities and initiatives ("Member Agenda" ).The Member mayinteract on a monthly basis with the Executive Partner and Gartner to ensure ongoing engagement anddelivery of value. interactions may include: Strategy Meetings, analyst interactions, local events,Symposium attendance, peer networking interactions, or Executive Paltner teleconferences ormeetings.

Strategy Meetings between the Member and by invitation of the Member, one or more ofthe Member'speers (typically the CEO, CFO, CXO, et al.), and the Executive Partner may be to review and applyExecutive Programs Research, the annual Executive Programs CIO Agenda, or other relevant content,provide advice on issues of relevance to Member and/or to drive the Member Agenda

2. Value ReviewsThe Executive Partner will periodically conduct Value Reviews with the Member against the MemberAgenda.

3. Access to AnalystsAnalyst Inquiry —Provides access to Gartner Analysts associated with this Service. Participation islimited to the Gartner Analyst and the Member. Inquiry topic may be any area of Gartner-coveredResearch so long as the purpose is to advance the Member Agenda.Prioritized Analyst Scheduling —The Member is entitled to prioritized scheduling for Analyst Inquiryand I-on-l sessions at Symposium/ITxpo.

4. Events'Attendance at Symposium/ITxpo —One (I) complimentary, nontransferable invitation to attendGartner Symposium/ITxpo, including standard Symposium entitlements plus Executive Programs VIPaccess.

Service Descripii one Esecnave Programs ibiember, Versron 2 0, 2annarp20is —Page 2 of2

Client Initials:

Executive Programs Events —Complimentary, nontransferable invitation to attend local content-based Gartner Executive Programs Events, including regional CIO Leadership Forums, whereavailable.As part of the registration process, you will receive access to Gartner Events Terms & Conditionscontaining legal disclosures specific to your Event experience.

5. Peer NetworkingPeer Directory —Access to searchable directory of senior technology leaders and CEOs.Online Forunts —Access to virtual discussions of common issues among peers on gartner.corn,including a private forum exclusive for Executive Programs Members and Leaders.Offline Meetups —Access to designated program lounges at SymposiumFacilitated Networking —Executive Partner will, upon request, arrange meetings or conference caHswith peers around a specific topic to discuss best practices or areas of expertise.

6. Gartner for IT Leaders Research and Related Content —Includes Gaitner Core IT and Role-specificResearch; diagnostic tools, templates„and case studies; Weekly Picks and News Analysis; and webinarsfeaturing Gartner Analysts.

7. IT Key IVIetrics Data —Provides performance metrics on trends in IT spending and staffing, unit costs,and performance measures across critical IT domains.

8. Executive Programs Research and Related ContentResearch Reports —Up to l2 (twelve) Reports per year, covering Gartner-selected topics on areaswhere business and IT intersect (Schedules are approximations and are dependent on the publicationschedule of relevant Research). Includes associated tools and teleconferences hosted by ExecutivePrograms Research Report authors to discuss topics oftheir Research Reports.IIusiness Research and Related Content- Targeted to CIOs, CFOs, and other business executives.

9. Talking Technology Series —Analyst commentaries on the latest IT topics in a monthly audio programthat can be accessed via gartner.corn,or downloaded to an MP3 device.

ADDITIONAL TERMS elle CONDITIONSUnless otherwise provided above, use of this Service is governed by the Usage Guidelines for GartnerServices, which are accessible on the Policies section of gartner,corn.

Serrice Descrspoons Esecniiee Programs Member, Version 2.0, 2annac 2DJS —Page 2 of2

Client Initials:


GARTNER FOR TECHNICAL PROFESSIONALSADVISOR SMALL AND MIDSIZE BUSINESS

DELIVERAEach user des

BLESignated by Client ("Licensed User" ) receives the fofiowing Deliverables:

Published Research —Focuses on application platforms, collaboration and content

management, data center, data management, identity and privacy, security and risk

management, and wireless and mobility.

Reference Architecture —Web-based tool that assists in making informed strategy and

architecture decisions in the technological and organizational environment.

Webtnars —Periodic Web cohferences where Gartner Analysts speak on timely topics in

information technology and then solicit questions from listeners,

Gartner Peer Connect —Provides access to a community of IT professionals who share

opinions about technology products and vendors.

Analyst Dialogues —Access to Gartner Analysts associated with the Service purchased byClient.

Event Ticket —One (1) ticket per Client organization tc a Catalyst Event. In addition, aCatalyst Ticket may be used to register for a Summit Event. The Catalyst or Summit Event

Ticket is a numbered identifier (e.g., 424562) that entitles one (I ) Licensed User to register

for one (I) admission to the Event specified in the Ticket Letter e-mailed to Client. Tickets

are valid for 12 (twelve) months from the date of issue which is indicated by the expiration

date shown on the Ticket Letter. Tickets provided as part of a Gartner Research offering are

valid only for Gartner conferences that take place during the 12-month (twelve-month)

contract term of the Research offering for which the Ticket hss been issued.

Gartner for Technical Professionals Advisor Small and Midsize Business (the "Service'*) provides clientswho maintain a threshold minimum investment in select Gartner products with access to all Gartner forTechnical Pmfessionals Research published through gartner.corn and also with the option of schedulingdialogues with Analysts that support the Service.

Tickets are transferable within the Client organization but aot to another company. A Ticket

may not be used by more than one (I) employee nor for admission to the following Gartner

Events: Gartner Symposium/ITxpo, Supply Chain Executive Conference, Gartner Seminars,

or Gartner CIO Leadership Forum.

Your purchase and use of a Ticket(s) is subject to and governed by the online registration

terms and conditions at httn://wwwczartner.corn/technoloav/about/nolicies/events-terms. isn,

ADDITIONAL TERMS Sc CONDITIONSParticipation in Analyst Dialogues is subject to the following terms:

1. Licensed Users with Advisor-level access may engage with a Gartner Analyst to: (i) discuss aGariner for Technical Professionals Research document published within the scope of theirspecific Service, and/or (ii) apply a Gartner for Technical Professionals Research documentto a related issue their company is facing.

Service Descripa'ons Garmer far Tecgmcal Professsonals Advisor SMB, Versson l 0 Jane 2029 —Page l of2

Client Initials:

2. Participation in Analyst Dialogue is limited to the Licensed User(s) and the Gartner Analyst

only (i.e., non-Users, inside or outside client company, may not attend or otherwiseparticipate).

Analyst Dialogue sessions may take up to 60 (sixty) minutes of an Analyst's time and may also be used torequest basic reviews of technical-related documents of 20 (twenty) pages or less that take up to 60 (sixty)minutes ofan Analyst's time. Examples include technical architecture proposals and technical plans.

All Licensed Users that access this Service must be IT staff members who are currently employed by theclient organization.

Unless otherwise provided above, use of this Service is governed by the Usage Guidelines for, GartnerServices, which are accessible on the Policies section of gartner.corn.

Service Descrspnons Gariner for Technical Professionals Advisor SMB, Version 2 0 dane 2023 —Page 2 of2

EXHIBIT 3

INSURANCE REQUIREMENTS

CERTIFICATE OF LIABILITY INSURANCE

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(866) 283-7122

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRINAllVELV OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFOROEO BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BEIWEEN THE ISSUING INSURER(8), AUTHORIZEDREPRESENTATIVE OR PRODUCER, ANO THE CERTIFICATE HOLDER.IMPORTANT: If the cerSficate holder is aa ADDITIONAL INSURED, the pogcy(ies) must be endorsed. If SUBROGATION IS WAIVED, sub)acthe terms and conditions of ths policy, certain policies may require an endorsement. A statement on this certificate does not confer.rights tocertificate holder In lieu of such endorsement(s).

ARCQUceR CONTACT

Aon Risk services northeast, Inc. pHone (860) 363-P105New York HY iceY k HY Off'Afc. Ho. Beth IAit. Ho.i:199 water street 6-MAILNew York HY 10038-3551 05A

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valley Forge Insurance coAmerican Casualty co. of Reading PA

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GGReGATR Lihlir APPLIES laR;ICV Jeer X LOC

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

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6.L OIBBABR.POLICY LIMIT

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ce ls tah iced)oescRlpylom oF o pe RArlolils I LocATIQNs f YBHlcteh IAcoRO 1st, Addmaoal R madts schedufe, may he alfached if mela spaRE: contract Number: 1525-14406, Technology Research and Advisory serv1cet cookare 1ncluded as Additiona'I Insured as required by wr1tten contract, but 11mited tocontract, per the applicable endor'sement with respect to the General t.iability andinterest may appear.

county, its officials, employees and agentsthe operations of the Insured under saidAutoeobi)e L1ahility po11c1es as their I

(Sa-

CANCELLATIONCERTIFICATE HOLDER

SHOULD Jtw OF THE ABOVE OetlCRIBEO POLICIES BE CAHCRLLBO BEFORE rileEXPIRATION OATB THEREOF, HoyfCB WILL Be OBLIVBRso m ACCOIIOAHCR Wint THEPOLICY PROVIBIOHS.

INSURER et

IHBURBR r:COVERAGEB CERTIFICATE NUISBER: 570056812499 REVISION NUIBBERI

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE )NSUREO NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING AHY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WfTH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TC ALL THE TERMS,EXCLUSIONS AND CCNOIT)ONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits ehmsn are as requested

IaeRj rvpe CPINSURAHct POLiCYHUMBRR 'mh()i!CO'v'v'n I tmmmofvyvrt) (mits

5

cook countyOff1ce of the ch1ef procurement Off1cerAttn: Room 1018118 North Clark Streetchicago IL 60602 05A

AUTHORIIRO REPRESENTATIVE

AGGRO 25 (2014/01)f91988-2014 ACORD CORPORATION. Ag rights resolved.

The AGGRO name and logo are registered marks of ACORD

~d:CBRIT

AGENCY CUSTOMER ID: 10242779LOC

II.'DDITIONALREMARKS SCHEDULE Page ofAOEMCY

Aon Risk services Northeast, rnc.pc ocr SUMS ER

see certificate Number: 570056S12493

NAMEDINSURED

cartner, 1nc.

NAIC CODECARRIER

See certificate Number: 570056B12493 EPPECTIVE DATE:

ADDITIONAL REMARKS

'HIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,FORM NUMBER: AGGRO 25 FORM TITLE: Certificate of Liability Insurance

)MSURER(8) AFFOROIMG COVERAGE

INSURER

MAIC 6(

INSURER

INSURER

INSURER

I fipNAL ppLILTES lf s policy below does not include limit information, refer to the corresponding policy on the ACORDcertificate form for policy limits.

INSR4TR TYPE 0P INSURANCE

WORKERS COMPENSATION

Asm. SosaSISD WVD

POUICY NUMBERPOEICY 004(CV

EPYECTIVE EXPIRATIONDATE DATE

(e(MSIDIVYYY) (MMIDDIYYVY)

N/A WC585006326 06/30/2014 06/30/2015WC " RetrOSPesttve

ACORD 10'I (mesio'I)

The ACQRD same aed logo are registered marks o(ACORD

dl 0000 A co RD coRpQ RAM QN. AE rigirla reserved.

EXHIBIT 4

STATE OF KANSAS AGREEMENTCONTRACT ID 35945

Defoe of poiaheeeeSCC IIVJeolwoe, Rooaa l C2N

ToPeha, fee Nels 12N

creole rh tteloo SaewuerChrh Hewe, Orowror

Doporhuaat OfAdmtntetrotion

'CONTRACT AWARD

Phoeoa 755 29&.257Ofaw 755 Sl5 72OC

ewwfh ehru/awwa@de,hoeovwaewfotw sea/paaoh

aoe Swerehaeh, Ceaereor

Date of Award: July 28, 2011

Contract ID: 0000000000000000000035846

SMART Vendor tD: 0000002454

Replaces Contracb 03372

Procurement D(Been,'Bonnie L Edwsrdtt

Telephone:

E-sling Address:

"/85-28841 28

bonnie.edwardsds,ks.gov

Web Address: h5p J/da,ks,gov/porch

Research Assistance (RA) Ssfvt

Agenoy/Business Unit: Btatswide Optional Use

Period cf Contract:

Contractor:

Date of Award through July 30, 2018(With the option to renew for one (1)edd5ionsl gve (5) year renewal period

GARTNER lNC12500 GATEWAY BLVD

i PORT MYERE IFL) 838134008Local Telephone: (807) 4574248COnteCt Peracn,'riC PoutsEmsg; orle.osutzrinartner.corn

Payment Tenne: 'ei 30

Pogtlcal Subdivisions; Pricing ls available to the poligcsl subdivisions of the State of Kansas,

Procurement Cards; Agencies may not uae a P-Card for purchases from this cootract.

Administrative Fee: No Administrative Fes will bs assessed against purchases from thlo contracL

The above referenced contract sward wss recently posted to the Division of Purchsass Internet webaits. The document

can be downtoaded by tnftng to the following websile:httm//www.da.ks.cov/ourch/Contracts/

Can(real (0:36946Fess 2

TERMS AND COND)TIONB

1. Contract Documents; ln the event of a conNct In terms of (anguage among the documents, lhe fogowlng order ofprscedenceshallgovern:

a Form DA 148a;a wrgtsn madlflaatlone to.ths executed cantracka Wrktan Cant(Sat S(8Sad by the part(ac;a the HFp1n'Ckugng any end aliemendmante; anda Contractor'4 written proposal submit(ad In response to the RFP ss gnsfzsd,

2. Cantrsct Formation: No contract shall bs considered to have been entered Into by the Stale untb all statutorilyrequired signatures and emtglcalions have been rendered and a writlen contract hss been signed by the successfulcontractor.

3, Notices: Ag nat(ess, demands, requests, approvale, reports, Instructions, canssnts or other eammunbsgone(collectively "nagcse"} that may be required or desired to be given by either party lo ihe other shall bs IN WRITINGsnd addressed as follows:

Kansas D(v(s(on of Purchases900 SW Jacksan Sl, Roam 102NTopeka, Kansas 88812-1238RE: Contract Number 36945

or to any other persons or addresses as may be designated by notice fram one party to the other,

4. Termination far Cause; The Director of Purchases may terminate this contract, or any pert at this con(mat, farceuseunder sny one of the fogow'ng circmnelsncss:

a the Can!raCtOr folie tO make de((Very Of gOOda ar Senrieee ae SpSCitied in thh COnlraCt;

a the Cantrsctor provides substandard quality or workmanship;

a the Contractor fails lo perform any of ths provisions of this contract, ar

a lhs Conlrsctor fags to make progress se to endanger per/onnancs of this cenlrsct In accordance with ge tenne,

The Director of Purchases shell provide Contractor wfth written notice of ihe ccndlgans endangsdng performance. Ifthe Contractar fsHs lo rsmsriy ths conditions-within tsn (10) days fmm the receipt of lhe notice (or such (anger per(adas State msy authorize In wrlllng}, ths Director of Purchases shall Issue Ihe Contractor en order to stop work(rnmsdiatsly. Receipt of the notice shag be presumed to hsvs occurred within Ihrss (3}days at the date of the nci(cs,

5. Tsrmfnatian for convunlenes,'he Director of Purchases may tenn(nate performance af work under this contract in

whole or In perl whenever, for sny rsasan, the Dir'sotcr of Purchases shall dstsneins thai Ihs tsrminitian Is in the bestinterest af the Stale of Ksaees. In (he event that Ihs Director of Purchases a(sets to terminate lhfe congest pursuantto thli prov(s(sn, It sfu((I prov(ds lhs contractor written notice at ledst'80'dye prior to the term(no(Ion dakk Theferminsgan shall bs egsd6ve se of ths IM(b spooled ln lhs na!ipe, Thsugontmetor shall can(Ines M perform any pertaf fhs work that"mhy hive nal bssq taimlnatsd by the not(ce.

B. Right» and Rsmsd(ss: If ihie contract ls terminated, Ihe State, in addglon to any olher rights provided for ln lhle

cont(ask may require ths contractor to transfer title and deliver fo ths state in the manner and to ths extort directed,any cemplmsdmetsrlshr. The stats shall be obligated only for those services snd materials rsndsmd and acceptedprloi.to the.date of tsrmlnahbn.

ln ths event of termination„ ths contractor shall receive payment prorated for that portion of the contract penedservices. wars provk(sd 'ta or goods were accepted by state subject to any afl'est by state for aetusf damagesincluding toss of federal matching funds,

Contract Number IS25-14406

Consultant must perform all Services required of it under this Agreeinent with that degree ofskill, care and diligence normally shown by a consultant performing services ofa scope and

purpose and magnitude comparable with the nature of the Services to be provided under thisAgreement. Consultant acknowledges that it is entrusted with or has access to valuable and

confidential information and records ofthe County and with respect to that information,Consultant agrees to be held to the standard of care of a fiduciary.

Consultant must assure that all Services that require the exercise ofprofessional skills orjudgment are accomplished by professionals qualified and competent in the applicable disciplineand appropriately licensed, if required by law. Consultant must provide copies ofany suchlicenses. Consultant remains responsible for the professional and technical accuracy ofallServices or Deliverables furnished, whether by Consultant or its Subcontractors or others on itsbehalf. All Deliverables must be prepared in a form and content satisfactory to the Departmentand delivered in a timely manner consistent with tlie requirements of this Agreement.

If Consultant fails to comply with the foregoing standards, Consultant must perform again, at itsown expense, all Services required to be re-performed as a direct or indirect result of that failure.

Any review, approval, acceptance or payment for any of the Services by the County does notrelieve Consultant of its responsibility for the professional skill aad care and technical accuracyof its Services and Deliverables. This provision in no way limits the County's rights againstConsultant either under this Agreement, at law or in equity.

d) Personnel

i) Adequate Stafting

Consultant must, upon receiving a fully executed copy of this Agreement, assign and maintain

during the term of this Agreement and any extension of it an adequate staff of competentpersonnel that is fully equipped, licensed as appropriate, available as needed, qualified and

assigned exclusively to perform the Services. Consultant must include among its staff the KeyPersonnel and positions as identified below. The level of staffing ruay be revised from time totime by notice in writing from Consultant to the County and with written consent of the County,which consent the County will not withhold unreasonably. If the County fails to object to therevision within 14 days after receiving the notice, then the revision will be considered acceptedby the County.

ii) Key Personnel

Consultant must not reassign or replace Key Personnel without the written consent of the

County, which consent the County will not unreasonably withhold. eKey personnel" meansthose job titles and the persons assigned to those positions in accordance with the provisions of

Cook Cormty Professiooel Service Agreemrmt

Revised 12-1-2012

Ccs¹sct IO; 86946Page 8

The rights snd remedies of the State provided for In Ibis contract shall scl be exdusive snd are In addition to anyother rights snd mmedles provided by isw,

7, Force NNa)sure; The Contractor shall not be held liable if the failure to psrfmm lmdsr thkr contract arises out ofanuses. beyond the control of the Contractor. Causes may include, bvt are sot Nmlted to, acts of nslure, fires,tornadoes, quaisntirie, sirgces other than by contractor's employees, and freight embargoes.

8. Walven Waiver of any breach of any provision in Ihls contract shell not be a waiver of any prior or subsequentbreach. Any waiver shall be In writing and any forbearance or indulgence in any other form or manner by State shallnct constitute a waiver.

9. Independent contractor; Both parges, in the performance of this contract, e¹sg be acting in ihelr indtvklusi capacityand nol «s agents, employees, partners, Joint ventures or associates of one another. Ths employees or agents of oneparqr Shag nOt be Cunetrued IO be the emplOyeea Or agente Of the Other party fOr any purpOSS WhafSOSVer,

The Conkactor accepts SN rssponsibglty for payment of unemployment fcsursnce, workers compensation, socialsecudty, income tsx deductkms snd sny other taxes or payroll deducgons required by law for lls employees engagedIn work authorized by this contmct.

10, Stsfl Quagftcst toner The Conlractor shall warrant that ag parsons assigned by it Io the perfonnance of this contmctshell bs employees of tbs contractor (or spscmed subcontmctor) and shall be fully qustilled to psriorm the workrequired. The Conlractcr shall Include a similar provtsion in any contract with sny Subcontractor selected to performwork under th!s contract.

Fagure of ths Contractor lo provide quegfisd stsfgng at Ihe level required by the ccntmct speciilcations msy result in

termlnalkm of this contract or damages.

11. subcontmotors: Tha'contractor shall bs ths sole sollma of contact ior Ihe contract, Ths slats wgl not subcontnictany-work under the conlreoi'to any other gnn and will not Seal with ahy eubccniractars. The contra@or Is tehdfymsponslbte for,sN actions snd work performed by Its subi;ontraslonh AN terms, conditions snd requirements of

ms'oninictshiN apply uiithout qualNcsHon to sny services performed or goods provided by any subccnkactor.

12, Proof of Insumnos: Upon request, the Contractor shall present an affldsvlt of WarksFe Ccinpena¹ac, FubgcLisbggy, and Property Oamsge Insurance to the Division of Purohasss.

18, confg@df Interest: Ths Contractor shag not knowingly employ, du'ring Ihe period of this coritract or any ektsnsionsto 8, sny profsssbpal personnel who are also In ths ehiphy if ms slats and providing seivlcss Involving this contractor services similar ln nslure to the scope ef'this contract lo the State. Fwtlisrmore, Ihs contractor chait not khowlrigly

employ, during the period of this contract or a'y extensions to it, sny stale srcpioyes who has parIL1pstsd in Ihemaking ol this contract untg st least two years after hlsihsi termination oi smplcymsnt wilh the Stets,

14, confidentiality: The coritrsctor mey have access to prhiste or congdsntlsl data maintained by stale to Ihe extentnecessary I'o csny out gs responsibilities-under'this cdnkmii. Cbntractor muid comply with ag Nm reqqlrsmsnls of lbsKansas Opisn Records Act (KS,A, 42-218 ahsgq) ln providing strrvtces under thb coht'rect; ContrsgkrrshaN acceptfull'responsibility for provldldg adequate supervision aiid tmlntng to Its sgsntsscd employees to ensure comptktncswith the Aot. fgo private or congdentlal data coiisclsd, mslnhiiried or used in, the scorns of psffoimah¹e of thktcontract shag be disseminated by egher psrly except as author)aud by statute, silhsr during the period of ihs occuaot,or thereafter. contractor agrees to return sny or sg data fumishe'd by gis 8'tats promptly at the request of stats fnwhatever form it is maintained by contractor. on ths termination or sxplratlcn of ibis contract, contractor wgl riot usesny cf such dais or sny nrstsrlal derived froin ths dale for srry purpose and, where so instructed by Stets, will destroyor render'l unreadable.

15. ¹Iondlscrtmtnstton snd Workplace Safety: Ths Contractor egress to abide by sg federal, state and lucid laws, sndrules snd regulations prohibEng dlsorlmlnatlon ln employment and contmgicg workplace safety. Any violations ofapplicable laws or rules or regulations may resug in termination of this contract.

18. Envlronmsntsf Protection; The contractor shag abide by ali federal, slate and local laws, and ruise sad mgutsgonsregarding the protecilen of ths environment, The contractor shell report any violatlone to Ihe appgcsbts governmentalagency, A vlofstkin of eppgcabis laws or rute or regulations msy result in terminsgcn of this contract for cause.

Contract IO. 55945Page 4

17. Hold Harmless: The Contractor shall Indemnify the Slate against any snd all loss or damage to ths extent adslng cutof the Contractoys nsghgsncs in lhs performance of services under this contract and for infringement of any copyrightor patent occunlng In connection with or In dny way incidental to or arising out of the occupancy, use, service,operations or pertormancs of work under this contract.

The stats shag not bs prscfuded from receiving the benegls of any Insumncs ths Contractm may cony vdvc,", providesior Indemnlgcagon for any loss or damage lo property In the Contractor's custody end control, where such loss ordestruction is lo slats properly. The Contractor shall do ncthfng to pre)udice ihe State's right to recover against thirdparties for any loss, destruction or damage to State properly.

18. Cars of Stats property: The Contractor shall bs responsible for the prapsr cars snd custody of any state ownedpersonal langlbls property and real properly furnished for Contractor's use in connecgon vnlh the pertormance of thiscontract Ths Contractor shall reimburse State (or such property's loss or damage caused by Contractor, normal wearsnd fear excspW.

19. Prohibition of SrstuWmu Negher the Contractor nor any person, firm or corporation empkrysd by Ihs Contractor inthe perfonnance of this conbsct shell ol'fer or give any gift, money or anyihlng cf value or any promise for futurereward or compensation to any State employee at any time.

2D, Retention of Records: Unless Ihs Slate specWes In writing s difierent period of Ume, the Contmctor egress topreserve and make available at reasonable times sg of its books, documecta papers, records snd other evidenceinvolving 5 ansscgons related to this contract for a period of live (5) years from the date of the expiration or temdnatlonof this contract

Matters involving liilgagon shag be kept for one (1) year following the termination of gtlgallon, including ail appeals, ifthe gggstlon exceeds five (5) years,

The Contnactor agrees that authorized federal snd state mpresentetives, Including but not limited to, personnel of Ihsusing agenoy; Independent auditors ecting on behalf of slate end/or fsdeml agencies shag have access to end theright to examhur records during the contract period and during Ihe live {6)year poet contract period. Cegvery of endaccess to the records shag bs within tive (5) business days el no cost to ths elate,

21. Antltrustr If the Contraolor elects riot to proceed with performance under sny such contract with the State, thsContractor assigns to Ihe Stats all rights to and Interests In any causa of acibn it has or may acquire under the sng-trust laws of the Unged States snd the Stale of Kansas relating to the parllaular products or servbss purchased oracquired by the State pmsusnt to this contract.

22. Modification: This contract shag bs moditisd only by the written agreernsnt and approval of ths pwtles. Noalteration or varhtlon of ths terms and conditions of the contract shall be valid unless made In wrigng snd signed bythe parties. Every amendment shall specify the date on which its provisions shell be effeoilve,

28. Assignment: The Contractor shall not assign, convey, encumber, or otherwise transfer iis rights or c'uses under ibiscontract without ths pdor wrl den consent of ths State, State may reasonably withhold tensest for any reason,

This contract mey tenn!nate for cause in the event of ils assignment, conveyance, encumbmnce or other Oansfsr bythe Conlmctor without the prior wrliten oonsent of the State.

24. Third party Seneflcfarfesr This contract shell not be construed as providing an snibrcesble right lo any thinf party,

25, Captions; Ths captions or headings In this contrsot are for reference only snd do not detlne, describe, extend, orlimit ihe scope or intent of this contract.

25. Severability: If any provision of this contract is determined by a court of competent jurisdiction to be invald orunenforcesbis to any extent, the remainder of this conhsct shag not bs affected and each provishn of gris contractshall be enforced to the fullest extent permitted by law.

27, governing l.aw: Thh contract shall be governed by ths laws of lhe State of Kansas snd shsiibe deemed sxscviedin Topeka, Shawnee Couniy, Kansas,

Ccntnxz ID: 35945PaBe 6

28. Jurlsdlcgon; The parties shail bring sny and all legal proceedings arising hereunder in Ihe Stets of Kansas DistrlciCour af Shawnee County, urrlsss otherwise specNed and agreed upan by lhs Stats of Kansas. Contmctor waivsspersonal ssrvbs of pro|ursa, all defenses of lack of personal jurlsdtcllon and forum non convsnfsns. The EleventhAmendment ol the United States Constitution Is sn inherent end inoumbsnt protection with lhs State of Kansas andneed nat bs nsservsd, but prudence requires the Stets to reiterate that nothing related to Ibis Agreement shay bedeemed a waiver of ths Eleventh Amendment.

29. Mandatory provisions: Ths provisions found In Contractual Provtsions Atlschmsnt (DA 148a) srs incorporated byreference snd made s pert of this contracl.

30. Integmtlon: This contract, ln Its tlnsl camposlle form, shall represent lhe entire egreemsnt between the parties sndshall supersede all prior negotlallons, representations or agreements, either wrlNen or oral, between ths partiesrelating to the subject maltsr hereof, This Agrsemsnt between the parties shag be independent of and have no egecton eny other conuacts of silher party.

31. Debarment of State Contractors: Any Contractor who defaults on degvery or does not psrfarm In a satisfactorymanner as defined kt this Agreement msy be barred for up to a period of three (3) years, pwsuant to ICOSA 76-37,103, or have Ns work evatusted for pre.quslNcstion purposes. Cantractor shag disclose sny conviction orjudgment for a crtminsl or civg offense of any employee, individual or entlly whkh centrals s company or orgenizaaonor will perlcrm work under this Agrssrnsnt that indicates s lack of business intsgrgy or business honesty. ThisIncludes (1) conviction of s criminal ogenss ss an Incident ta obtaining or attempting to obtain a pubNc or privatecontract or subcontract or in the perfonnance af such contracl or subcontract; (2) conviction under stale or federalstatutes of embezzlement, thsg, forgery, brgwry, falsNaslian or destrucgan cf mccrds, receiving stolen pmpsrty, (3)conviction under state or federal antgrust statutes; and (4) any other offense to be so serious and compsNing as toaNeat responsNNlty as s stats conlrsctor. For ths purpose of this section, an Individual or entity shag bs presumed tohave control of a company or organization if the individual or engty dlrecgy or indirecNy, or acting In concert wgh oneOr mare indiViduela Or sag gee, OWnS Or COntmia 28 peraenl Or mOre af Ita equity, ar CtherWISe COntrOIS Ikr managementar polkiss, FaNurs to disclose sn offense may result In Ihe termination of Ihs contract,

32. Immigration and Reform control Act of 1988 (IRCA): All contractors ars expected to comply vdN the imrnlgrallan

and Reform Control Act of 1938 (IRCA), as msy be amended from time ta Nme, This Act, with certai limitations,requires the vsrgicsllon of the employment status ol ag individuals who were hired on or after November 8, 1988, byths contrsclar se wsg as any subcontractor or subeonkactom. The usual method of vsdffcsgon Is Ihrough lhsEmployment Vertgcsgan (I-9) Form,

The contractor hereby ceruges without exception that such contractor hss ccrnpgsd whh sH fsdsml and stats krwsrelating to ImmigmHan snd reform. Any rnisrepressntstbn ln this regard or any employmsnt of persons nolsuthortzed to work in the United States constitutes s mdterMI breach snd, sl ths State's option, may subject thecontract to termination for cause snd any appgcebie damages.

Unless provided atherwkre herein, sll contractors are expected to be able tc produce Ibr the Smta any documentationor other such evidence kr verify Cantrictar's IRCA compliance with any provhloa duty, csrtlgcsticn or like Nsmundsrthe contract.

33. worker Misclassification: Ths contractor and ag lower gored subcoruraatcrv under the contractor chait pmpsriyclassify workers ss employees rather than independent contractors snd treat them accardmgly for pwpases afworkers'ompensation insurance coverage, unsmploymsnt texas, social seourgy taxes, and income tax withholding.Fsgurs to do so msy rssuk in contract termination.

34. Injuncttone; Should Kansas be prevented or enjoined from proceeding vNb the acquisINon before or sgsr contractexecution by reason of sny INgagon or other reason beyond the controi of the Slats, Contractor shag not be entitled tomake or asserl claim for damage by rsasan of veld delay.

38. Statutes. Each snd every provision of law and clause required by law to be insertedln the contract shag be deemedto bs inserted herein and Iha contract shall bs read and snfomed as though it were Included herein, If throughmistake or otherwise sny such provision Is not inserted, or is not correctly Insertsd, then on ths sppllcsNcn of eitherparty the contract shell be amended to make such insertion or correction.

Convect IO: 35845Page 0

3B. Federal, State and Local Taxes: Unless otherwise specilied, the proposal price shall include sg applicable federal,

stets and local taxes. The Contractor shall pay ag taxes lawfully Imposed on ii with respect to any product or servicedsgvwed In accordance wgh this Contract, The State of Kansas is exempt fram stets sales or use lsxes and federal

excise texas for direct purchases, These taxes shall not be included In the bidder's price quotation, Upon request,

the Slate shall provkts to Ihs Contractor a certiNcate ol tsx exemption.

Ths State makes no representation as to the exemption from llabigty of any tsx Imposed by any governmental entity

on the Contmtor,

37. Accounts Receivable Set-Off Program: If, during the course of this contract the Contractor is found to owe a debt

to the Slate of Kansas, agency payments to ths Contractor msy be Intercepted l setoff by the Stats of Kansas. Notice

of the setoff acNcn will be provided to the Contmctor. Pursuant to K.S.A. 754I201 et ssq, Conlractor shag have Ihe

opportungy lo chagenge ths vagdlty of the debt, If the debt is undisputed, the Contractor shall creNt the account ofths agency making Ihe payment In an amount equal to the funds intercepted,

K.S.A, 754I201 st seq, sgcws the Clrsctor of Accounts S Reports to setoff funds the State of Kansas owes

contractors against debts owed by the contractors tc the Stale of Kansas. Payments setoft in this manner constftuts

lawful paynwnt tbr services or goods received. Ths Contractor bsneNts fully from the payment because Its obkgagon

to ths Slate ls reduced by ths amount subject to setoft.

30. Definitions; A glossary of common procurement terms is avayebla at hgp//da.ks.gov/purch, under "Purchasing

Forms",

39. Indsgnlt» Quantity contract; This is an open-endsd contract between ths Contractor and the stets tc furnish an

undetermined quangty of a good or service In s given period oi time. The quantltlss ordemd will be those actually

required during Ihs contract period, snd the Contractor will degver only such quantitlss as may be entered, iqo

guarantee of volume b made. An estimated quantity based on psst history or other means msy bs used as a guide.

40. ItlpAA confidentiality: per the Health Insurance Portabgily snd Accounlabygy Act (1090) IIIIpAA), the agency Is a

covered entity under Ihe act and therefore Contractor ls not permlNsd to use or dieoloss health lnformsNcn In ways

that the agency coutd not. This protection continues as long as Ihs dale ls In the hands of the Contractor.

The Contractor shall estabgsh and maintain procedures and controls acceptable to the agency to prolsct ths privacy

of members'nformation, Unless the Contractor hss the member's wrgten consent, the Contractor shall not use sny

perscnagy idsntiNsble Information obtained for any reason other than thol mandated by this agreement

41. Prices.'rices shall rsmatn finn for the entire contract period and subsequent renewals, Prices shag be nel delivered,

including ag trade, quangty snd cash discounts. Any price reductions avegsble during Ihe contrscl period shSN bsoffered to Ihs state of Kansas. Failure to provide available price reductions may rssuk in termination of ths contract

for cause.

42. Payment; Payment Terms are Net 30 days, Payment date and mceipt of order date shall be based upon K.s,A, 75-

8403(bj. This Statute requires state agencies to pay the full amount dus fcr goods or services on or before Ihs 30th

calender dsy alter the date the agency receives such goods or services or the bill for Ihe goods and services,

whichever ls later, unless other provision's for payment ere agreed to in writing by the contractor snd ths state

agency, NOTE: If lhe 30th calendar day noted above falls on s Saturday, Sunday, or legal holiday, the following

workday wl5 become the required payment date.

Payments shall not be made for coals or items dot Nstsd in this contract

43. Nfatedsle and Wcrhmanshlpr The Contractor shall perform ag work and furnish sil supplies snd materials,

machinery, equipment, facgitlss, and means, necessary to complete ag ths work required by Ibis Ccntmct, wgidn Ihe

time specified, in accordance with lhe provisions as specified,

Ths contractor shag bs responsible for ag work put in under these specigcsticns and shag ms'ks goad, rspstr and/or

repfacs, at the contmcto/3 own expense, as may be necessary, any defective work, material, etc„ if in the opinion of

agency and/or Dlvlslon of purchases said issue Is due to imperfection In material, design, workmanship or contractor

faug.

Conirmt ltk 36846Peue 7

44, industry Standards: If not othenslse provided, materials or work called for in this contract shell be fundshsd and

performed in accordance wgh best estabgshsd practice and standards recognized by the contracted Industry and

comply wgh sg codes and rsgulattons which shag apply.

46. Impged Requirements: Ag pmducls and services not spscigcsgy mentioned in thfs conkact, bul whtch arenecessary to provide Ihe funcgonsl capabilities described by the speoglcstlons, shall be included,

46. Acceptance; tfo contract provision or use of gems by the State shall consgtule acceptance or regsvs the Contractor

of liabglty in respect to sny expmssed or Impgsd wsrrantlss.

47. Ownemhlp: AN date, fonna, procedums, sofhvsre, manuals, system descriptions and work flows dsvefopsd or

accumulated by the Contractor under this contract shell be owned by Ihs using agency. The Contractor msy not

release any materkds wiNeut the wrhten sppmval of the using agency.

46. Softwam Cede and Integsotual Property Rights; As appgcsble, ayoriginalsoftware and sofbvsre cods sndrelaled

intellectual lxopsrly developed or crested by the Contractor in the performance of Ns obggstiorw under thb Contract

or any Task Order issued under this Contract, shag become ths sole properly of Ihe Slats of Kansas, Ths Contmotor

will surrender sN original wrlNen materials, Including «ny reports, studies, designs, drawings, specgkxrtions, notes,

documents, softwsm snd dccumentagon, compuier-based training modules, electronically or magnegcally marrdad

material, used to develop ttgs sotbvare or sofhvsre cods and related Integsclusl property to the state entNy for which it

was developed,

49. Data: Any end ag date required lo be provided at any time during the contract term shall be made avagsbls in eformat as requested andlor sppmvsd by the State.

60. Certificatio of Igstertats Submitted: The RFP, together wgh Ihe spsclgcatlons set forth herein and all data „submlNed by the ccntmctor kr support their response including brcohures, manuals, and descrlpNcns covering Ihe

operating ohsractsrisgcs of the Item(s) proposed, shag become a patt of the contract between Ihe contractor snd Ihe

state of Kansas. Any written representagon covering such matters as mgeblgly cf the Item(s), Ihs experience of other

users, or warmnges ot performance shall ba Incorporated by reference Into Ihs contract.

61. Inspsctlonr The State mserves the right to m)ect, on arrival et destlnatlon, any Items which do not conform with

specigcagon of the Contract.

62. Transition Aselslsncsr In Ihe event of conlmct termination or expiration, Contractor shall provide all reasonable end

necessary assistance lo State to egow for s funcgonal transition to another vendor,

Contract ID: 35945Page 8

SPECIFICATIOINS

'flic term of ttds contract'Is fora Nrve (5) year parted from the dais of sward wltii a ens (1) addtgonaI Nve (5) year mnswalby written ttgiasmsnl of the partlee,, Ths purpose oy this RFP ig to eslabgsli arnulgvsttdor aiatpwkkr ccnliact, frum which.stafc agencies and sg subdtvtclons of goveitimsnt can obtsfn uubsprlptish seyvlms for irgormagon technology msesrch,.product aytguetlons, sxperf advise, dsclsfiin inodsls, snit other infornisticn bencfcial For ths rsdtratch, dsv™efopmpnt undlmpismsnlstion of'hrformagon technology projects and sgf vices through stats and local government

There shall be no guaranteed n&lmum or maximum work to any one Contraoior or to Contractors in lhs aggregate fromthis contract. It Is Ihe intent of the stale to offer most RA work through this RFP but the state reserves the right to offer RAwork through other RFP's.

The RFP may bs rs-.rsteased, at the sole discretion of the Division of Purchassh throughout ihe stfsctive period. Includingsny subsequent renewal periods, to permit sddgional contractors to be added to the quagged Itst, conkactorc selected tohe on the qualified Nsl during the initial or fogowlng sogcttngons «nd during Ihs ihficl and any iubsequent renewal periodsdo no! need to resubm1t proposals to subsequent mlesses. Ccntrsctorp slmacy on ihs qusggsd Nst may update theirresponsea, if a re4utease is made.

RFP responses wE be svsfuatsd on a pa3s/fait basis. Crltsifa fcr Inclusion E the quagged Nct may include bui ls notilmlted to Nnanciht sgthdfng, depth of resources, demonstrated competence In successfugy delivering RA servhes, andrscognglon that Ihure have bssn no ma)or probterns In'dellvsry Of piler serv)csc te Ihe State of Kansas.

8.1. Services to bs pmvldsd

The state often requires that RA servioes be engaged for larger IT pro)acth topics, issues, actions, plans, budgetsor agencies. These services usually pose clgnEcanl Impact in their conclusions to warrant Ihe acquisition ofexternal Information.

8,2. State Resources If Provided:

The stats agency may'ssign agency staff to work with conirsptcr staff cn s RA engagement, lf agency staff isassigned, the Cnntractor and agency shag clearly diistgnsts. In the: executed sward which entity h responsible forsupervision of fhe assigned person(s) and how their gsrfermtmcs.ls lo bs measured, special cwe shag be lsksn inihe everit there ars shamd personnel resouroee to maintain the Independent nature of the RA ectivity relative to thsproject.

8,3, tkeneml Provisions;

Unless s departure is otherwise spsclilcsgy noted in wriling wghln a Purchase Order, the fogowlng provisions shallapply to eg Purchase Orders issued pursuant to this Contract:

1. AN charges stiag be billed in emordance with the response to s given Pwchsss Order. Pdicss snddegvsrsbfes shag not change during the term of the award unless a wdtten amendment to ths award Isnegotiated between the agency and Conlrnctor.

2, Ag work wE genersgy be delivered to or offices based in Topeka, Kancsc. There will be no reimbursement fortmvel expenses ether than as Nstsd below:

m For work done in Topeka, no travel expense shag be paid.

vvork required by ihe agency to be psrfsrmed butsltfe Topeka msy receive relhnburssment at themtes slated in the Stale of Kansas "Employee Travel Expense Rcimburcsmsnti4sndbcek in effect atthe time the travel expense ts incurred. Reimbursement for inivel shag require prior wiigen approvalby the agency head or desfgnee. Involcei Ibr ag travel expense reimbursement shall includeapplicable receipts.

3. Ths state agency will normegy provide oglcs space, supplies snd equipment unless olhsrwice epee!gad in thePurchase Order. Any abuse of agency-provided resources by ihe Contractor or its subcontractor msy result In

Ccnkscl IO: 33046Page 0

the award tsrminagon, the Contractor being removed from ths qualified Net and/or recovery of sny associatedcosts, at ths sokr discreNon of the agency with ths approval of the Director of the Division of Purchases or theDirector's designee. Recovery of any associated costs may include non-payment of cumrnt Invokes,deducgons from future Invoices or eny other means avagable to the agency for such recovery.

AN contracts entered into under this RFP must conform to ag federal and stats laws and regulation sppilcsbleIo tile sgaai+.

AN documents and materials, including but not Nrnited to patents snd royagles, pertaining to the workeccompgshed shag become the property of Ihe slate agency upon coinpletlon thereof, wNhout reslrlcgons esto their further use. The Federal Government shall also be granted a roysgy free, non.sxdusive sndirmvocabte license to reproduce, pubgsh, or otherwise uss and allow others Io use for Federal Government

purposes, such software, modlgcstlons, plans, documents and docunienlsgon as resug under Nds contract,the Contractor msy not release sny such data without ths written epprovei of the agency or the FederalGovernment.

Contractors shag provide the usual support services to their assigned staN. Monitoring assigned tasks wgl becompleted by agency staff. This does not, however, release'lhe Conlrsctor of Ns responslbigty for supervisfon

of their staff.

Hekher Contractor nor Contractor's personnel shall be deemed to be employees of the 8tale, Contractor

shall lake appropriate measures to ensure that iw personnel who perform services are adequately covered by

eny snd ag employer related taxes and Insurance In accordance wkh appllosbls law. Contractor shag at ag

times comply with appgoeble employment taws as regards their employees,

8. The contractor warrants fault.free perfonnance In the processing ot date and date related data {Inaluding,

but not Nndted to, caloulagng, comparing, and sequencing) by ell goods and services dsgvsred, Fault-free

psrformanre includes, but Is not Nmlted to, ths manipulation of date with correct results when using dates prior

to, through, and beyond January 1, 2000, and shall be transparent to Ihe user,

Hardware and soqware products, individusgy and In combination, shall provide the correct system date and

correct ceicutagons which utgize or refer to the date data, without human intervention, Inclucgng leap yearcetculagons. Hardware and software produots, indlvlduagy end In comblnstlcn, shall also provide correctresugs when moving fonverd or backward across the year 2000,

The Contractor must be In good standing with the State of Kansas and hevs no significant problems in prior

work for the state,

The Contractor ls responsible for Ihe work performed by thsfr subcontractors end management of their

subconlrsctors.

12.

13,

Dale congdengslky must be maintained by the Contractor and any of Ih subcontractora Convector mey beexposed lo congdentlal slats documents. The Contractor shag adhere to appgcabie conqdsnaagty and

security pmvfstons as communicated by the agency. Contractor shag operate under the dkecgon, control and

supervision of the agency for Nte purpose of handgng congdentlal or secumd informatlom In Ihe event aContractor or subcontractor viokttes this provision, the Contraotor andfor subcontractor may, et the solediscretion of the Director of the Division of Purchases, be barred trom submitting proposals for future

Purchase Orders.

No Contractor may perform Research Assistance $ervlces for s proisct where they have any olhsr Interest,

whether ss a prime or suboonlracior, Appointment as a Research Assistance Contractor shag pmclude

appointment for any other work on Ihe same proiect so long as the Research Assistance assignment remabsective,

If an agency so designates, security clsarances, which msy Include background invsstlgaNons, shell bsobtained on ati personnel of ihe Contractor and their subcontractors, It any, prior to the beginning of any work

for an agency. Costs to obtain suoh cteerances or complete such background Investigations shag be borne byths affected agency, However, Contractor and Contractor's employees or subcontractors shall comply fully

with requests for Information necessary to affect such Mearances or Invef tlgsgons,

Contrsru ID; 35946Psgs 13

Sub)sot to ths terms and conditions of Ihe bid specifications and this contract, State hereby accepts ths offer of Gsrtnef,Inc. as expressed by Contractor's bid submitted to the Division of Purchases on July 18, 2011, In response to Bid Event

Number EVT0000208.

It is understood and agreed by the psrlles that pursuant to the bid, contractor agrees to furnish Research Assistance (RA)Services lor Statewide Optional Use on order of the Agenoy(s) at ths price or prices contained herein.

This contract Is enlsmd Into this 20th day of July, 2011 by end between the slate of Kansas (stats) and Ganner, Inc.,O'Pelion, MO (Ccrdractor).

Contractor: Gartner, Inc,

stiiyi: 3x~

Printed Name:

gdSyk, nauatageTitle;. Wleehe. Govssnnfeat Den~tv

oh'HRISHOWE

DIRECTOR OF PURCHASES

ConlractlD:35045Page 14

Slate of KensacDepartment otAdmfnhuegonDA.146n (Rev. 04-11}

CONTRACTUAL PROVI8IONS AlTACHMENT

Important This fern csatslcs msndstoiv eonlrsct provisions endmost be agached lo or Incorpomtet In sg copies at any eonuaelusl egrcmnsnt. It il

Is sgachsd to ihs vendor/mrn(ractoys standard contract form, then thol fomi musfbe altered to centaln Ihs srgowfng pwvhdoni

"Thc Prcvlchms foxed in Contractual Provisions Attschawnt (Foun DA-148s, Rov, 04-Ifh v,'hlch b sgschcd lwmlo. am herebyIncorporated ln tub canimal snd mode s port thewofp

The ps dias saws Him ths fogowlng provisions ere hereby incamorsled Into the contract lo which it h ogsched end mmle a part Ihewof,caid conlmct gehrg ihs day of

'Tones Herein centiulilno pmvfatonsi lt lc pxpwoo(y agreed that the lerms of each and every provision In Ihlc anscbmsnl shaft prevail snd.eonlrol direr tna ianna ot ssv otrlsr uanglmlpflqgevhloh In sny alber document rslagng lo and eysA af Ihe conlmcl hi whkh thb sgashmont lsInwrliorsled, Any! erma HmjconNct'or could be Interpreted to conlgct wgh Ihla ssaohmant are nugmed.

2. Kansas Lew anil venue: Thb connect shag bs sub)em lo, governed by, snd conotnied acccngng lo Ihe laws cf Iha Slots of Kamsa, snd(uris diction ond venue of rmy suu In connetrtloq wgh this mmlrsct shag res hte only In courta located in Ihe stele of Kansas,

3. Tsnnhiatluu Due To Loch IÃ Fdmdlrin AubronrleEam. If fn Sic imigmeni of Ilia Df!actor of Acwnutv snd Reportoi OoiiartnlealnFAHmfniwmgpn,

,sufgclunt funds wo nmugprcprteted ta continue ms wncgon partprmed tn'Ihfosilwen'igni'qqd fof Iso peyhi ant at ths chnrtprelurrsundor state hioytsnnlnale this agnwmenl el the ond of Ib wiriest Ibosf ygar, iflate ogieus to'lvewdt ten notice of termination lo contractor et lscot 30 days pdor toihe eiid Cf Itx current gooal voai Snd Shiiif glVO Such ndgoe far u gree(er pmlOd PrlOr IO'he eiid Of CuCEHOCal year Se Iney lie PIOmaed in INS

conlwct, except Ihstqouigno}ice shtdt rwi bu required prtorio 80'davv be(ore the and ctouch gecal yap r, conlmctof otHHI havs tlm Hghl, at tho sndof such groat year, to Idxs «Iumeoston epnnv eipiipuuint pmvNed'8tsts under the nRulmrA 6tcle will pey to Ihe contmrdor all rsgurw c'on!raclusl

pa@ento Insured through%he end ctouch j(armt yurt, p(ucoonfrsotunf chartjeolqcfrysn(pf to Ihc mtum or any ouch eiiilipmsnL 'on lenrunsgon

of Iro pgrosmemby stale, Nfa to snjr such eqtrtpmcnt shsg'mvsrtto oonlruelm atllhe anil oflhe Statg'(I jtf(Effpgji5r(girt}t(( nnlnsfbn of thecontract pwous at lo Ibis pnragmph chug not unuse uny pertuliy io tm churgad lc the agency oil(he fpgftggrjtrrxuvmt} uotnsq

4. Disclaimer cf Ltnbgliv: No provuiton of ihle contract will be given etlect Inst attempts lo require the Stele of Ksnasc or ils agenohw to defend,hald harmless, or Inaomngy snv contractor or third party foi any nels or omloslcno. The gsbggy of tire slate of Ksnsac Is dednee under Ihe KansasTart Claims Ael (K S A, 76810t Hi ttna}.

0, Anti.olscrlmlnogon» " Ths conlmctor across: (ni lo comply with Ihu Kansas Act Agolntt Discrimination (ICOSA. 44.1001 g(gtHL) snd theKenosc o obcdrnf~nn n n Em loymenl Aot t((8 A, 441111gl nhtb) end Ihe eppifcablo piovliicno of the Amwfcenc lfyeb Dbamlxiee Act (42Usc. 12701 *r x» i (ADA) end Po nol dbcrfminhts ogolnol any oemon becaaso of ruse, regiloc, color, iiex, die ability, notional mfgl™nor unsex cry,

Oi age In ihe iu(in%Ten Or Ooorma IO, Or treatment Or CmnlOFnenl In, HO Pros rome Or SCHVIHSC; (0) tO In elude in age cimialien O Or edVergoemanto fOr

ernplo eea, lh'o phrase "equal opportunlly employer','o} to comply with lho repertlng rmluln! niocls cet oui st KS21 4471081 sed KSA 44 f116;(d) to Include thrice prnvielons in'ovary e'uboontraol or purohlice order eo that they Hrs binding u'pen ouch eubcontremor fcr vendor (ey Ihsl s failure

to cum ly with Ihe le~fog miqvlremsiila af (ci shove or IFIha contmetor Is fourid 0ulgy of ony viohtlmi of irucb eels by ths Konc sir Auman Rig Ncccramtco lan, ouch idols(xm shag coixilgute n brsndh of oohtmet und the cCinlrnot mdy™ueconmled, fennlncled or srwpuydod, In vd)cfa ol. In pgert,

by the contwcttng stale agenoy or lhe Konesc Depsrtmsn\ of Adrnlnictnltfgp', (i} IF II le delorwlxed that Iho co}rtreelei hie viewed 44gmiblepwvlolone ot ADA, ouch vlolelhm shag ccnotlhHe a bwsch ot Hpnbact and lhe'patial in ay 6's cencigml, term(no wit er'arm ponund, fn whofo ur Ia

pert, by the conhcctln~g state age rwy or ths Kansas oepswnent 4(Admlnblrdgc'n,

Contrsotor ng wee lo comply wilb ati applbsbfe elute and fedenii sngxgscdmfnatlon Iowa.

The provisions of this pcregmph number 8 (wgh ths excepgon ef thous pro%lone wlstlng to Iho AOA) am nol appnecme to s contractor whoo pio}u foger than fimr mnploysss duHng Ihs tean of such contract or whose contracts with ths contracting State agency eumruafhmty trna l 80 000or,lace dudag the rlcosl year of web sgenoy.crop otu exist

8. Acean(once CF connect; Thb contract ebsg nol be considered accepted, epprowd or athenvlee elfecnw angl the olslutorgf roquiwd nppmvsle

eiid caitinosilonv bove bean given,

A inhwatlun. Camenae. vwmenses: Nctwlthcldndmg any tangupgo to Ihs contmqr. no Intsrpmtat ton ut thfe conbsrx shall Hnd llwt the stoic or Hs

aEeqoleo lieve agreed lo Nndin amitraiion, or tlw pavmsntatdamoiles ar sensuloo. Further, Ihe Stole of Kans'ec end lie age'misc do not sgme topa'„'auornem hmc, cycle, or Is(e psymool cbdrcas (wjmnd those agagehlge ufidm Ihe Kancce prsmpl peymonl Act (Ks+ 760402), end noproviclon wilt be i jva~nslfeet lhs{ cuemptc lo

extrude,

nicdify, disclaim or ogierwioe altarripl lu unit eny damogiw evoifmrfe Io the state or Kwwso

overlie ngenefos m (aw, Inq(tmfnjf but notgmlimf to the hnpgstl wcrmntlso cif moicho nish! TH(r und litnao i lor ii pnrtio vier nwp'ete,

8, Ranrosentailve'e Authoritv To contr'sch By signing Ihlo contract, the ropmcentsgve of the conlrodor thciuby repreesnlc Ihalouch person fe duly

uuthqrtxod by the contmotor to execute this contrsrrt on behsft ol Ihe conlisruor snd that the contractor agrees lo be bound by the provbfcno

thereof.

g. Raeuonalbnltv poi Texas: Tlm slots of Kansas end its sgencbo ohag nol be responsible for nor fedemng'ye contrmtor for. any fodwsl stole orfocal lsxeo whish may be Imposed or levied u pon Ihe sub)sot msuer of thb contract,

10.~The Stahi of Kinoac nnd Hb ogencfsv alloy nol be mqulred to piuchnon eny filiiurenoe egsfntl loss Or damage le pmfurrty or sny olh srsdblect rrisiter rolsgng'a Hrb conimch nor shell thg rmrtlracl ieiiulcl gism fo oolhbgih s 'eclt Irimimilce" fund lo pretext sgmcit any ouch rmc ordam eiiu subject to gw urovfdcne of tlw Ksnose Tort claims AJ(KS A. 78 8101 ntfdtb), tho canimal'or ohog bear the rbk ol cny hxw or itemsgeto sny proparty In which (he uwdraclor home litle.

11. Information; No provision ot Ibis contract shag be construed as gnilgng tire Legislative Division ot post Auilll tram havtng access toinformagon pursuant lo K,S.A.46-11DI IH ggg.

12, Ths Eleventh Amendment: "fhs Eleventh Amendmenl h sn inhomnl and Incumbent prolecgon wgh Ihe slate of Kwisao snd need not bo

reserved, but pmdence requires Ihe state lo reiterate Ihsl nothing related lo Ihb conlreol shag be deemed o waiver of tho BeventhAmendmsnt" I

COST SHBBT;

Contract gk 35045Psgs10

8II8887nh"Aitt("4480rtnsSNIDab@4:==*=~tffnews<f~-.=e" V -'~mr,=-~»NIFAT'-NNrweEF I'-" ="=:4<"'43:.-':.OEIIPdo1nrptg)"",

, CORE CONNECT

'srtner Core Connect Reference single-memberGartner Core Connect Reference multi-memberGo)Incr Core Connect Advisor sfngisvnemberGartner Core Connect Advisor multi-member

lb IDD )'IO,OOO

28 50D

20,500

GARTNER FOR IT LEADERS (GITL)GITL Reference stngl)HnsmbsrGITL Reference multi-member

GITL Advisor singta-member

GITL Advisor multi.member

GARTNER FOR IT LEAOER& (GITL) WORKGROUPGITL W up Cross Function: 1 Advisor 8 3 W~ro

GITLWar Slat:IAdd DSWllg~fa b

GITLW lll»WINI:ride III b ~RTGITL Workgro~ugssengats(Advisor & 3 Work rou M

GITL Work rou Essentials: Admen Mem~ber unto 7 m

tNDUSTRYAIIWSGIIYDNR~VICSl IAD:D) ~ SMlll Md Ilb

IAS;G Reference sin le4nambsrIASTG Reference multlwnembsr

IA8-G Advisor si le rnernbsr

IAS.G Advisor mulli member

IAS-G Advisor Add-on to IT Executives or Enterpdss IT Leaders

INDUSTRYADYISDNY~SERWGB lbb»IIINDRNSNDIN DINtltd I

fAs-G Workgroup Cross Funo5on; 1 Advisor 8 S Workgroup MembersIASGW AG~U F al:Add bl I IWt )+ .Wrb WWa "FLIASN Workg)oup Role: I Advisor 8 3Works)suMembersIAS.G Workgroup Rois: Admen Member (up to 7 max. per base WorkgroupIAS.G Workgroup Essentkrfs 1 Advisor 8 3 Workgroup Members

IAS< Workgroup Essengals; Addw)n Member (up to 7 max, per base Workgroup)

ENTERi RfSE IT LEADERS (EITL)Enterprise IT Leaders singts-member

, Enterprise IT Leaders mulll-member

ENTERPRISE fT LEAOERS~EITL WORKGROUP

EITL Workgroup Cress Funcgon: 1 Advisor & 3 Wo~rk n)upMsmbsrsWTLDI baena F W:Add M I ibdrrr . eIbaearrlill F) iEITL Workgroup Role: 2 Advisor 5 3 Wctkg~rou Members j

ElTL Workgroup Role: Add on Member (up to 7 max. per base Workgroup)

,EITL Workgroup Essengais 1 Advhor 8 3~Work roup Members

25,400,20,0DO

42,100

00,40015,900

55,200~11,50054,'IDO

8,500

I

64,0004&,200

55,10D14,30071,0008,500

86~500

Contract Nmnber 1525-14406

this Section 3.d(ii). The Department may at any time in writing notify Consultant that theCounty will no longer accept performance of Services under this Agreement by one or more KeyPersonnel listed. Upon that notice Consultant must immediately suspend the services of the keyperson or persons and must replace him or them in accordance with the terms of this Agreement.

iii) Salaries and Wages

Consultant and Subcontractors must pay all salaries and wages due all employees performingServices under this Agreement unconditionally and at least once a month without deduction orrebate on any account, except only for those payroll deductions that are mandatory by law or arepermitted under applicable law and regulations. If in the performance of this AgreementConsultant underpays any such salaries or wages, the Comptroller for the County may withhold,out of payments due to Consultant, an amount sufficient to pay to employees underpaid thedifference between the salaries or wages required to be paid under this Agreement and the

salaries or wages actually paid these employees for the total nutnber of hours worked. Theamounts vrithheld may be disbursed by the Comptroller for and on account of Consultant to therespective employees to whom they are due. The parties acknowledge that this Section 3.d(iii) issolely for the benefit of the County and that it does not grant any third party beneficiary rights.

e) Minority and Women's 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 enterprise commitment

requirements of the Cook County Ordinance, (Article IV, Section 34-267 through 272) except tothe extent waived by the Compliance Director. Consultant's completed lviBE/%BE Utilization

Plan evidencing its compliance with this requirement are a part of this Agreement, in Section Iof the Economic Disclosure Statement, upon acceptance by the Compliance Director. Consultant

must utilize minority and women's business enterprises at the greater of the amounts committedto by the Consultant for this Agreement in accordance with Section I of the EconomicDisclosure Statement,

I) Insurance

Consultant must provide and maintain at Consultant's own expense, during the term of thisAgreement and any time period following expiration if Consultant is required to return and

perform any of the Services or Additional Services under this Agreement, the insurance coverages and

requirements specified below, insuring all operations related to this Agreement.

i) Insurance To BeProvided

(I) Workers Comnensation and Emplovers Liabilit~

Cook County Proiessionnt Service Agreement

Revised 12-1-2012


Workers Compensation Insurance, as prescribed by applicable law, covering all employees whoare to provide a service under this Agreement and Employers Liability coverage with limits ofnot less than $500.000 each accident or illness.

(2) Commercial General Liabilitv (Primary and Umbrella)

Commercial General Liability Insurance or equivalent with limits of not less than $2,000.000 peroccurrence for bodily injury, personal injury and property damage liability. Coverages mustinclude the following: AII premises and operations, products/completed operations, separationofinsureds, defense and contractual liability (with no limitation endorsement). Cook County isto be named as an additional insured on a primary, non-contributory basis for any hability arisingdirectly or indirectly from the Services.

Subcontractors performing Services for Consultant must maintain limits of not less than

$1.000.000with the same terms in this Section 3.i(2).

(3) Automobile Liabilitv (Primary and Umbrella)

When any motor vehicles (owned, non-owned and hired) are used in connection with Services tobe performed, Consultant must provide Automobile Liability Insurance with limits ofnot lesstsaapl oooooop o eo inta fore dtlyi jatyaadp op aydoaas . Tee co ty jatobe named as an additional insured on a primary, non-contributory basis,

(4)

When any professional consultants perform Services in connection with this Agreement,Professional Liability Insurance covering acts, errors or omissions must be maintained withlimits of not less than $2.000.000. Coverage must include contractual liability. When policiesare renewed or replaced, the policy retroactive date must coincide with, or precede, start ofServices on this Agreement. A claims-made policy which is not renewed or replaced must havean extended reporting period of 2 years.

Subcontractors performing Services for Consultant must maintain limits of not less than

$1.000.000with the same terms in this Section 3.i(3).

(5) Valuable Paners

When any designs, drawings, speci6cations and documents are produced or used under this

Agreement, Valuable Papers Insurance must be maintained in an ainount to insure against anyloss whatsoever, and must have limits sufficient to pay for the re-creation and reconstruction ofsuch records.

Cook Coonly professronal Service Rkrtnroent

Revised 12-1-2D12

EITIWSIIPE 01:AW II b (Wt f .08b WAS PI,,

IT EXECUTIVE FORTFSJOIT Executives CIO Signature

. IT EXeculivss CIO slnghp member

.iT Executives CIO muki-member

IT Executive Essentials.single-memberIT Executive Esssngats muE.member

Contract lo: 88946Page 11

8,800

8~030D

T3,700

IT NEWS ANO INSIGHTS

GARTNER FOR IT ASSOCIATES *

Gsrtner fcr IT Asscctakrs 200 documentsQsrlnsr for IT Associates 800 documentsGarlnsr for IT Associates 400 documentsGarlner for IT Associates 800 documentsGsrtner for IT Asecdetes Adorn 100 documents'P d '0

~32 400

~TSIISASRW WWBTW 00 4 th fAWlytTI2011 SAS.Worldwkto Client- Remote Advisory Epg~asment,20110ASW dd Id 0~II 8 ~ Ed 10 bl 8

EVENTS2011 8 m Tkxnpt-Noah America

2011 Themed Summit Thket - North America

11,8006,100 .

BIJRTOItt tT1'srlnerBurlon IT1 for Smell and Slid Siss Government Agenoy "

0 4 8 h ITIAdWB~WB 0 .~fth 144llbbdl~l110 4 8 0 ITIIIE I Ad TWIT.t 4000881Qartner Surton IT1 Bepbrtmest

Sd 04 IT\BWW tdf -1840'" ""'0''ssckWllh srieE TErfyfpEEIEtddse for Etdptsclnr.

IT SCORECAROS

,Level I ScorecardLevel II ScorecardLevel I Scorecard - Enhanced

4~88003D,400

00>0060,800

The pricing for years twc through nine of the Gsrtnsr proposal are provided lor evaluation purposes only, Gsrtnerfssepves the right to refresh ns prtoing snd product offerings on an annual basis consistent with lhe prkes listed in theGarlnsr State 8 Local prfcs gst, The refreshed pricing and product oftsring will be provided to State of Kansas in Januaryof each new cafsndar year in wrklng snd the pricing wS become olfactive within 14 days of submission lc Client byGartner and appilcsbls to sny renewal of ekisting seNlces or inlgatlon of nsw services.

conaad fD; 36645Paga 12

STATE OF KANSASPrice List for Contract SW 895Prices are effective August 1,2014 to July 31,2015.

Unit Pike (5}I

RESEARCH AND A'DVISORY SERVICES

Member single-user

M'e'Iyt'Iter; Inutrim'ember

Basic single-user

Member Basic multi-user

EXECUTIVE PROGRAMS INDIVIDUAL SOLUTIOBIS WITH INDUSTRY

EXECUTIVE PROGRAMS INDIVIDUAL SOLUTIONS

78,900~:::,::;.":;:.';:79„200

53,90048,200

aMember single-user

Member multi-user -I

86,80078,000

The rates herein apply to service delivery start date and purchase orders received during the effective dates. Supplier may

offer to a Client rates consistent with the then current Gartner Public Sector pricing for the service(s} ordered or the rateslisted herein in effective at the time of purchase.

Member Basic single-user

Member Basic multi-user

EXECUTIVE PROGRAMS LEADERSHIP TEAM

Leader

Partner

DelegateIAdvisor

Cross Function

Role

EXECUTIVE PROGRAMS LEADERSHIP TEAM WITH INDUSTRY

61,80056,100

71,60058,60037,50028,00020,20014,400

Leader

Partner

Delegate

Advisor

Cross Function

Role

IT LEADERSHIP TEAM

Leader

Cross Function

Role

Essentials

GARTNER FOR IT LEADERS

Reference single-user

Reference multi-user

Advisor single-user

Advisor multi-user

ENTERPRISE IT LEADERS

Enterprise IT Leaders single-user

79,500J~66,500

I 45,40035,90D.L

I 22,50016,400

25,600

15,6009,5007,400

24,30015,00034,80025,600

ENTERPRISE IT LEADERS WORKGROUP

Workgroup Cross Function: 1 Advisor & 3 Workgroup Members

Workgroup Cross Function: Add-on Member

Workgroup Role: 1 Advisor 8 3 Workgroup Members

Workgroup Role: Add-on Member

Workgroup Essentials: 1 Advisor & 3 Workgroup Members

Workgroup Essentials: Add-on Member

INDUSTRY ADVISORY SERVICE - Single Industry

Reference single-user

Reference multi-user

Advisor single-user

Advisor multi-user

Advisor Add-on to IT Executives or Enterprise IT Leaders

INDUSTRY ADVISORY SERVICE WORKGROUP - Single Industry

Workgroup Cross Function: 1 Advisor & 3 Workgroup Members

Workgroup Cross Function: Add-on Member

Workgroup Role: 1 Advisor & 3 Workgroup Members

Workgroup Role: Add-on Member

Workgroup Essentials: 1Advisor & 3 Workgroup Members

Workgroup Essentials: Add-on Member

CORE CONNECT

Core Connect Reference single-user

Core Connect Reference multi-user

Core Connect Advisor single-user

Core Connect Advisor multi-user

GARTNER FOR TECHNICAL PROFESSIONALS

Techincal Profressionals Department Advisor

96,50015,60078,200

9,50071,900

I 7,400

28,40020,00042,10033,7009,900

90,40018,90068,20011,50055,9007,400

20,90011,80031,30022,400

98,600

"%VS~33,200

Techincal Profressionals Department Reference

6~i%~F':- ','i41PMMQ~P~~+~a'%Vi~f::"'WÃi"::dt's,:i! V~fk P~ ~'~)Techincal Profressionals Reference SMB

GARTNER TECHNOLOGY PLANNER

Technical Planner

Technical Planner Essentials - Three Modules

Technical Planner Essentials - Two Modules

Technical Planner Essentials- One Module

GARTNER TECHNOLOGY PLANNER SMB

Technical Planner SMB

Technical Planner Essentials SMB- Three Modules

Technical Planner Essentials SMB - Two Modules

Technical Planner Essentials SMB - One Module

GARTNER FOR IT ASSOCIATES

Gartner for IT Associates 200 documents




98,60083,40063,90039,100

49,90042,20032,30019,800

37,60056,40075,20094,000

Gartner for IT Associates Add-on 100 documents

IT NEWS AND INSIGHT

STRATEGIC ADVISORY SERVICES (SAS)

Client Remote Advisory Engagement

Client Internal Use of Analyst Time

Client External Speaking Engagement

EVENTS - North America

2014 Symposium Ticket

2014 Summit Ticket

2014 Seminar Ticket

2014 Catalyst Conference Ticket

2015 Symposium Ticket

2015 Summit Ticket

2015 Seminar Ticket

2015 Catalyst Conference Ticket

RENEWAL ONLY RESEARCH AND ADVISORY SERVICES

IT EXECUTIVE PORTFOLIO

IT Executives CIO Signature

IT Executives CIO single-user

IT Executives CIO multi-user

IT Executives CIO Essentials single-user

IT Executives CIO Essentials multi-user

Delegate Add-on to CIO Signature - LIMITED AvAILABILITY

NONLPROFIT HIGHER EDUCATION INSTITUTIONS. ONLY.,

Higher Education - Core Research Campus Level Reference <4,999 FTE

Higher Education - Core Research Campus Level Reference 5,000-9,999 FTE

Higher Education - Core Research Campus Level Reference 10,000-24,999 FTE

Higher Education - Core Research Campus Level Reference 25,000+ FTE

Higher Education - Core Research Campus Level Reference - Community Colleges ONLY

18,800540

6,70013,30021,500

3,2952,0502,3502,050

TBD

TBD

TBD

TBD

87,80080,50071,600

1 53,90048,200

37,500

19,70039,40059,10078,80019,700

Higher Education - Gartner for Technical Professional Advisor Campus for IT Staff only—————————————————————————————.s—--fHigher Education - Gartner for Technical Professional Reference Campus for IT Staff only

49,900

33,200

CQNSULTfNG SERVICES .

Gartner Consulting helps our clients deliver high business-impact IT projects. Our experienced practitioners

UIIIBIL-UYYI dPPUYt IU d UUVIIIB ILIILLI Uldl lldv UIIY UIUIYIUUdl Ul YIIdd IYIUIU Utdl dPPULV IU d UUrlIIB LLIILYI Uldi lldv dlUf I IIo o dtl tho od o I I Ut 7 Uf f'tl o I oIo»oI 'o,tt,o

Each Executive Programs Leadership Team must consist of one Leader and three (3) to ten (10)Team Members. A

Each IT Leadership Team must consist of one Leader and three (3) to ten (10)Teant Members. A maximum of one Leader

A maximum of 7 add-on workgroup members may be added to a base workgroup of the same type for a total of 10

Limited availability. Check with Sales Representative before purchasing.

Purchasing prerequisite applies. Check with Sales representatives before purchasing.

Gartner for Technical Professional 5MB, Gartner for Technical Planner SMB, and Gartner for Technical Planner Essentials

IT Executives Portfolio renewal services are only available to eligible license holders who purchased the service listed on

Gartner reserves the right to refresh its pricing and product offerings on an annual basis. The refreshed

PRODUCTS REMOVED

Seat.Holder

Mary Jo Horace

Sirnona Rollinson

Ed Paddock

Al! staff

BOT / Gartner contractSoltt tion

6ehkWM&tafJSl~kra A. Ils& '--- "'

Total

Sheriff / Gartner contractSeat Holder:, . Sollttlon

Bob Mclnerney 44@4iggjf4(t,'gggflt@fW4gis:,'ftl4tIIfi4$ '.::.*„,"=.";~AII IT staff

Total

EXHIBIT 5BOARD APPROVAL

COOK COUNTY SIGNATURE PAGE

(SECTION 10)

ON BEHALF OF THE COUNTY OF COOK, A BODY POLITIC AND CORPORATE OF THE STATE OF ILLINOIS, THIS CONTRACT IS

HEREBY EXECUTED BY:

~~ 0. /N~COOK COUNTY CHIEF PROCUREMENT OFFICER

DATED AT CHICAGO, ILLINOIS THIS J~DAY OF ,20 >>.

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

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

CONTRACT NUMBER 1525-14406

OR

ITEM(S), SECTION(S), PART(S)

TOTAL AMOUNT OF CONTRACT: $620.835.00

(DOLLARS AND CENTS)

FUND CHARGEABLE:

>PPFIL)T)EI,'. ISY BOrAr:" O5

APPROVED AS TO FORM:

<jAASSISTANT STATE'S ATTORNEY

(Required on contracts over $1,000,000.00)

!u((AB tl ).."Un)3

EDS-17