12-165 Resolution No. 12-165
RESOLUTION
AUTHORIZING EXECUTION OF A MASTER SUBSCRIPTION AGREEMENT
WITH SALESFORCE.COM, INC. IN CONNECTION WITH THE
311 CALL CENTER PROJECT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that
Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a Master
Subscription Agreement with Salesforce.com, Inc. on behalf of the City of Elgin in connection with
the 311 Call Center Project,a copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: November 14, 2012
Adopted: November 14, 2012
Omnibus Vote: Yeas: 6 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
;orce
MASTER SUBSCRIPTION AGREEMENT
Customer Full Legal Name. City of Elgin
Customer Address: 150 Dexter Ct
Elgin, Illinois 60120 US
This Master Subscription Agreement("Agreement") is between salesforce.com, inc., a Delaware corporation with its principal place
of business at The Landmark @ One Market, Suite 300, San Francisco,California 94105 ("SFDC") and the party named above. This
Agreement is effective as of 1 November 2012(the"Effective Date").
For good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:
1. DEFINITIONS
"Affiliate" means any entity which directly or indirectly controls, is controlled by,or is under common control with the subject
entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50%of the voting
interests of the subject entity.
"AppExchange" means the online directory of applications that interoperate with the Services, located at
hqp://www.salesforce.com/appexclianp,e or at any successor websites.
"Agreement" means this master subscription agreement, including all exhibits attached to it and incorporated by reference,and
all amendments, modifications, or revisions made in accordance with its terms. The following attachments are incorporated
into the Agreement: (i) Customer Requirements, but only as they relate to the salesforce.com product'functionality;(ii)City of
Elgin, Illinois Sexual Harassment Policies and Program;(iii)City of Elgin, Illinois Certification Requirements; and(vi)City of
Elgin, Illinois Equal Employment Written Commitment Guidelines.
"Customer"means the customer named above and its Affiliates.
"Customer Data" means all electronic data or information submitted by Customer to the Services.
"Malicious Code" means viruses, worms,time bombs,Trojan horses and other harmful or malicious code, files,scripts,agents
or programs.
"Non-SFDC Applications" means online applications and offline software products that are provided by entities or individuals
other than SFDC and are clearly identified as such, and that interoperate with the Services, including but not limited to those
listed on the AppExchange and those identified as Force.com Labs or by a similar designation.
"Order Forms" means the documents for placing orders hereunder that are entered into between Customer and SFDC or any
of its Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an
Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed
incorporated herein by reference.
"Services" means the products and services that are ordered by Customer under an Order Form and made available by SFDC
online via the customer login link at http://www.salesforce.com and/or other web pages designated by SFDC, including
associated offline components, as described in the User Guide. "Services"exclude Non-SFDC Applications.
"User Guide" means the online user guide for the Services, accessible via the customer login link at
http://www.salesforce.com, as updated from time to time.
"Users" means individuals who are authorized by Customer to use the Services, for whom subscriptions to a Service have
been ordered, and who have been supplied user identifications and passwords by Customer (or by SFDC at Customer's
request). Users may include but are not limited to employees,consultants,contractors and agents of Customer,and third parties
with which Customer transacts business.
2. SERVICES
2.1 Provision of Services. SFDC shall make the Services available to Customer pursuant to this Agreement and the applicable
Order Forms during each subscription term. Customer agrees that its purchases hereunder are neither contingent on the
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delivery of any future functionality or features nor dependent on any oral or written public comments made by SFDC regarding
future functionality or features.
2.2 User Subscriptions. Unless otherwise specified in the applicable Order Form,(i)Services are purchased as User subscriptions
and may be accessed by no more than the specified number of Users,(ii)additional User subscriptions may be added during the
applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder,prorated for the remainder
of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions
shall terminate on the same date as the pre-existing User subscriptions. User subscriptions are for designated Users only and
cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer
require ongoing use of the Services.
2.3 SFDC Responsibilities. SFDC shall: (i) provide SFDC basic support for the Services to Customer at no additional charge,
and/or upgraded support if purchased, (ii) abide by the Service Level Agreement (SLA) Addendum attached as Exhibit A,
except for: (a) planned downtime (of which SFDC shall give at least 8 hours notice via the Services and which SFDC shall
schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific time), or(b)
any unavailability caused by circumstances beyond SFDC's reasonable control, including without limitation: acts of God, acts
of government, floods, fires, earthquakes, civil unrest, acts of terror,strikes or other labor problems(other than those involving
SFDC employees), Internet service provider failures or delays, or denial of service attacks, and(iii)provide the Services only in
accordance with applicable laws and government regulations.
2.4 SFDC Protection of Customer Data. SFDC shall maintain commercially reasonable administrative, physical, and technical
safeguards for protection of the security, confidentiality and-integrity of Customer Data. SFDC shall not(a) modify Customer
Data, (b) disclose Customer Data except as compelled by law in accordance with the"Confidentiality: Compelled Disclosure"
section below or as expressly permitted in writing by Customer,or(c) access Customer Data except to provide the Services and
prevent or address service or technical problems,or at Customer's request in connection with customer support matters.
2.5 Customer Responsibilities. Customer shall (i)be responsible for Users' compliance with this Agreement,(ii)be responsible
for the accuracy, quality and legality of Customer Data and of the means by which it acquired Customer Data, (iii) use
cotnmercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify SFDC promptly of any
such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and
government regulations. Customer shall not(a) make the Services available to anyone other than Users, (b)sell, resell, rent or
lease the Services, (c) knowingly use the Services to store or transmit infringing, libelous, or otherwise unlawful or.tortious
material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit
Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein,
or(f)attempt to gain unauthorized access to the Services or their related systems or networks.
3. NON-SFDC PROVIDERS
3.1 Acquisition of Non-SFDC Products and Services. SFDC or third parties may from time to time make available to Customer
(e.g., through the AppExchange) third-party products or services, including but not limited to Non-SFDC Applications and
implementation, customization and other consulting services. Any acquisition by Customer of such non-SFDC products or
services, and any exchange of data between Customer and any non-SFDC provider, is solely between Customer and the
applicable non-SFDC provider. SFDC does not warrant or support non-SFDC products or services, whether or not they are
designated by SFDC as "certified" or otherwise, except as specified in an Order Form. Subject to the "Integration with Non-
SFDC Applications" section below, no purchase of non-SFDC products or services is required to use the Services except a
supported computing device,operating system, web browser•and'Internet connection.
3.2 Non-SFDC Applications and Customer Data. If Customer installs or enables Non-SFDC Applications for use with Services,
Customer acknowledges that SFDC may allow providers of those Non-SFDC Applications to access Customer Data as required
for the interoperation and support of such Non-SFDC Applications with the Services. SFDC shall not be responsible for any
disclosure,modification or deletion of Customer Data resulting from any such access by Non-SFDC Application providers.The
Services shall allow Customer to restrict such access by restricting Users from installing or enabling such Non-SFDC
Applications for use with the Services.
3.3 Integration with Non-SFDC Applications. The Services may contain features designed to interoperate with Non-SFDC
Applications(e.g.,Google, Facebook or Twitter applications).To use such features, Customer may be required to obtain access
to such Non-SFDC Applications from their providers. If the provider of any such Non-SFDC Application ceases to make the
Non-SFDC Application available for interoperation with the corresponding Service features on reasonable terms, SFDC may
cease providing such Service features without entitling Customer to any refund,credit,or other compensation.
4. FEES AND PAYMENT
4.1 Fees. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order
Form (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable except as per
section 10.3 and fees paid are non-refundable,and(iii)the number of User subscriptions purchased cannot be decreased during
Agreement#00003029.0 Page 2 of 8 CONFIDENTIAL
the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the
subscription start date and each month ly,ann iversary thereof; therefore, fees for User subscriptions added in the middle of a
monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
4.2 Invoicing and Payment. Fees will be invoiced in advance for each annual term included in an Order Form. Unless otherwise
stated in the Order Form,all undisputed fees are due net 30 days from invoice date. SFDC may not invoice for an annual term
more than 30 days in advance of the beginning of that term. Customer is responsible for providing complete and accurate
billing and contact information to SFDC and notifying SFDC of any changes to such information.
4.3 Termination for Non-Appropriation. Customer may terminate this agreement and have no further obligation under this
Agreement beyond full payment of fees through the end of the then current annual period.
4.4 Suspension of Service. If any charge owing by Customer is 60 days or more overdue, SFDC may, without limiting its other
rights and remedies,suspend Services until such amounts are paid in full, provided SFDC has given Customer 20 or more days'
prior notice that its account is overdue in accordance with the"Notices"section below
4.5 Payment Disputes. SFDC shall not exercise its rights under the "Suspension of Service" section above if Customer is
disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.6 Taxes. To the extent applicable and recognizing that the City is exempt from sales and use, property , and income taxes, or
unless otherwise stated, SFDC's fees do not include any taxes, levies, duties or similar governmental assessments of any nature,
including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal
or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases
hereunder. If SFDC has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph,the
appropriate amount shall be invoiced to and paid by Customer, unless Customer provides SFDC with a valid tax exemption
certificate authorized by the appropriate taxing authority. For clarity, SFDC is solely responsible for taxes assessable against it
based on its income,property and employees.
5. PROPRIETARY RIGHTS
5.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title
and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer
hereunder other than as expressly set forth herein.
5.2 Restrictions. Customer shall not(i) permit any third party to access the Services except as permitted herein or in any Order
Form, (ii) create derivative works based on the Services except as permitted herein, (iii) copy, frame or mirror any part or
content of the Services, other than copying or framing on Customer's own intranets or otherwise for its own internal business
purposes, (iv)reverse engineer the Services,or(v)access the Services in order to (a)build a competitive product or service, or
(b)copy any features,functions,or graphics of the Services.
5.3 Customer Applications and Code. If Customer, a third party acting on Customer's behalf, or a User creates applications or
program code using the Services, Customer authorizes SFDC to host, copy, transmit, display and adapt such applications and
program code, solely as necessary for SFDC to provide the Services in accordance with this Agreement. Subject to the above,
SFDC acquires no right, title or interest from Customer or its licensors under this Agreement in or to such applications or
program code, including any intellectual property rights therein.
5.4 Customer Data. Subject to the limited rights granted by Customer hereunder, SFDC acquires no right, title or interest from
Customer, its licensors, or any third parties with which Customer transacts business under this Agreement in or to Customer
Data, including any intellectual property rights therein.
5.5 Suggestions. SFDC shall have a royalty-free,worldwide, irrevocable,perpetual license to use and incorporate into the Services
any suggestions,enhancement requests,recommendations or.other feedback provided by Customer, including Users,relating to
the operation of the Services. To the extent that any such suggestions, enhancement requests, recommendations or other
feedback provided by Customer or its Users is incorporated into the Services, then none of the restrictions outlined in Section
5.2 shall apply to such suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its
Users.
6. CONFIDENTIALITY
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information
disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is
designated as confidential. Confidential Information of Customer shall include Customer Data; Confidential Information of
SFDC shall include the Services; and Confidential Information of each party shall include business and marketing plans,
technology and technical information, product plans and designs,and business processes disclosed by such party.
Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known
to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its
Agreement#00003029.0 Page 3 of 8 CONFIDENTIAL
disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third
party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party,
or(v)is required to be disclosed by the Receiving Party by law,regulation,court order, or other legal process.
6.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the
confidentiality of its own confidential information of like kind(but in no event less than reasonable care). The Receiving Party
agrees: (i)not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement;
and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the
Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes
consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections
no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third
parry other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
Notwithstanding anything herein to the contrary, SFDC acknowledges that Customer is subject to the Illinois Freedom of
Information Act(51LCS140/1 et seq.)and all information in Customer's possession may be regarded as a public record subject
to disclosure,and any disclosure by Customer pursuant to the foregoing shall not be deemed a breach of Customer's obligations
hereunder.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled
by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the
extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a
civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such
Confidential Information.
7. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
7.1 SFDC Warranties. SFDC warrants that(i) it has validly entered into this Agreement and has the legal power to do so,(ii)the
Services shall perform materially in accordance with the User Guide and can substantially comply with or can be configured to
substantially comply with the Customer Requirements, but only as they materially relate to the salesforce.com product
functionality,(iii)subject to the"Integration with Non-SFDC Applications"section above,the functionality of the Services will
not be materially decreased during a subscription term, which includes any extensions of the term due to exercised options to
extend such subscription term, and (iv) it will not transmit Malicious Code to Customer, provided it is not a breach of this
subpart (iv) if Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file
containing Malicious Code. For any breach of a warranty above, Customer's exclusive remedy shall be as provided in the
"Termination for Cause"and"Refund or Payment upon Termination"sections below.
7.2 Customer's Warranties. Customer warrants that it has validly entered into this Agreement and has the legal power to do so.
7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN,NEITHER PARTY MAKES ANY WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.4 Non-GA Services. From time to time SFDC may invite Customer to try, at no charge, SFDC products or services that are not
generally available to SFDC customers ("Non-GA Services"). Customer may accept or decline any such trial in its sole
discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production
or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are
not supported, may contain bugs or errors, and may be subject to additional terms. Non-GA Services are not considered
"Services"hereunder and are provided"AS IS"with no express or implied warranty. SFDC may discontinue Non-GA Services
at any time in its sole discretion and may never make them generally available.
8. MUTUAL INDEMNIFICATION
8.1 Indemnification by SFDC. SFDC shall defend Customer, officers, directors, Customer employees and agents against any
claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Services as
permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against
Customer"), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a
result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that
Customer(a)promptly gives SFDC written notice of the Claim Against Customer, (b) gives SFDC sole control of the defense
and settlement of the Claim Against Customer (provided that SFDC may not settle or defend any Claim Against Customer
unless it unconditionally releases Customer of all liability), and (c) provides to SFDC all reasonable assistance, at SFDC's
expense. In the event of a Claim Against Customer, or if SFDC reasonably believes the Services may infringe or
Agreement 400003029.0 Page 4 of 8 CONFIDENTIAL
misappropriate, SFDC may in its discretion and at no cost to Customer(i)modify the Services so that they no longer infringe or
misappropriate, without breaching SFDC's warranties under "SFDC Warranties" above, (ii) obtain a license for Customer's
continued use of the Services in accordance with this Agreement, or (iii) terminate Customer's User subscriptions for such
Services upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of such User
subscriptions after the effective date of termination. SFDC assumes no responsibility for any Non-SFDC Applications under
this section.
8.2 Indemnification by Customer. Customer shall defend SFDC against any claim, demand, suit or proceeding made or brought
against SFDC by a third party alleging that the Customer's use of the Services in breach of this Agreement, infringes or
misappropriates the intellectual property rights of a third party or violates applicable law(a"Claim Against SFDC"),and shall
indemnify SFDC for any damages,attorney fees and costs finally awarded against SFDC as a result of,or for any amounts paid
by SFDC under a court-approved settlement of, a Claim Against SFDC; provided that SFDC (a)promptly gives Customer
written notice of the Claim Against SFDC, (b)gives Customer sole control of the defense and settlement of the Claim Against
SFDC,and(c)provides to Customer all reasonable assistance,at Customer's expense.
8.3 Exclusive Remedy. This "Mutual Indemnification" section states the indemnifying parry's sole liability to, and the
indemnified party's exclusive remedy against,the other party.for any type of claim described in this section.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability.
a. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR
RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY
OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY CUSTOMER
HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL
EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
(WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE
TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S
PAYMENT OBLIGATIONS UNDER THE"FEES AND PAYMENT" SECTION ABOVE.
b. Non-liability of Public Officials and Employees. No official, director, officer, agent, or employee of Customer shall
be charged personally or held contractually liable under any term or provision of this Agreement or because of their
execution,approval or attempted execution of this Agreement.
9.2 Exclusion of Consequential.and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO
THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY
TO ANY BREACH BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER REGARDING CONFIDENTIALITY,
INDEMNITY,OR LIABILITY ARISING FROM GROSS NEGLIGENCE,OR WILFULL MISCONDUCT.
10. TERM AND TERMINATION
10.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in
accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the applicable Order Form and
continue for the subscription term specified. User subscriptions shall not automatically renew. Unless otherwise stated in an
Order Form,the per unit pricing during any exercised renewal term shall be the same as that during the immediately prior term
unless SFDC has given Customer written notice of a pricing increase at least 60 days before the end of such prior term, in
which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 5%
of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was
designated in the relevant Order Form as a promotional or one time.
10.3 Termination by Customer
a. Termination for Convenience. Customer may terminate this Agreement, in whole or in part, at any time,by providing
at least thirty (30) business days written notice to SFDC. Termination must be in accordance with the Refund or
Payment Upon Termination section. Payment obligations are non-cancelable during the existing year of Service, but
may be cancelled for future years not yet commenced.
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1 '
b. Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other
party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party
becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,receivership,liquidation,
or assignment for the benefit of creditors.
10.4 Refund or Payment upon Termination. Upon any termination for cause by Customer, SFDC shall refund Customer any
prepaid fees covering the remainder of the tern of all subscriptions after the effective date of termination. Unless otherwise
provided for herein, in no event shall any termination relieve Customer of the obligation to pay any fees payable to SFDC for
the period prior to the effective date of termination.
10.5 Return of Customer Data. Upon request by Customer made within 90 days after the effective date of termination, SFDC will
make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with
attachments in their native format. After such 90-day period, SFDC shall have no obligation to maintain or provide any
Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its
possession or under its control,
10.6 Surviving Provisions. The sections titled "Fees and Payment," "Proprietary Rights," "Confidentiality," "Warranties and
Disclaimers," "Mutual Indemnification;" "Limitation of Liability," "Refund or Payment upon 'termination," "Return of
Customer Data," "Surviving Provisions" and "General Provisions" shall survive any termination or expiration of this
Agreement.
11. Certificate of Insurance and Insurance Coverage. SFDC shall deliver to Customer a Certificate of Insurance. During the
term of this Agreement, SFDC shall, at its own cost and expense, obtain and maintain in full force and effect, the following
minimum insurance coverage: (a) workers' compensa(ion'insurance in accordance with all applicable federal, state and local
statutory requirements; (b) automobile liability insurance (including bodily injury and property damage coverage] for all
owned,non-owned and hired vehicles, with a combined single limit of$1,000,000 per person and per accident or the minimum
limit required by law, whichever is greater; (c) commercial general liability insurance on an occurrence basis with minimum
single limit coverage of$1,000,000 per occurrence and $1,000,000 aggregate combined single limit;{d) errors and omissions
liability insurance with a limit of$5,000,000 per event and $5,000,000 aggregate (e) employee dishonesty/crime insurance
with minimum single limit coverage per event of $500,000 per claim; and (f) excess or umbrella insurance with limits of
$5,000,000 per occurrence in excess of the limits specified above for employer's liability,automobile liability,and commercial
general liability insurance. SFDC shall furnish to Customer evidence of such insurance upon request."-
12. GENERAL PROVISIONS
12.1 Export Compliance, The Services, other SFDC technology, and derivatives thereof' may be subject to export laws and
regulations of the United States and other jurisdictions. Each of SFDC and Customer represents that it is not named on any
U.S. government denied-party list. Customer shall not permit Users to access or use Services in a U.S.-embargoed country
(currently Cuba, Iran,North Korea,Sudan or Syria)or in violation of any U.S. export law or regulation.
12.2 Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback,payment, gift,or thing of
value from a SFDC employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the
ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it
will use reasonable efforts to promptly notify SFDC's Legal Department(legalcompliance @salesforce.com).
12.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership,franchise,
joint venture,agency,fiduciary or employment relationship between the parties.
12.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.5 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing
and shall be deemed to have been given upon: (i) personal delivery,(ii)the second business day after mailing,(iii)the second
business day after sending by confirmed facsimile, or(iv),except for notices of termination or an indemnifiable claim("Legal
Notices"), the first business day after sending by email. Notices to SFDC shall be addressed to the attention of-its VP,
Worldwide Sales Operations, with a copy to its General Counsel, at salesforce.com, inc., The Landmark at One Market, Suite
300, San Francisco, California 94105; fax (415) 901-7040. Billing-related notices to Customer shall be addressed to the
relevant billing contact designated by Customer, and Legal Notices to Customer shall be sent to the attention of the City
Manager,City of Elgin, 150 Dexter Court, Elgin, IL 60120 with a copy sent to the attention of the Corporation Counsel at the
City of Elgin, 150 Dexter Court, Elgin, IL 60120 and be clearly identified as Legal Notices. All other notices to Customer shall
be addressed to the relevant Services system administrator designated by Customer.
12.6 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
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12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the
provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the
fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise,
without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either
party may assign this Agreement in its entirety(including all Order Forms), without consent of the other party,to its Affiliate or
in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a
direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this
paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning
parry. In the event of such a termination, SFDC shall refund Customer any prepaid fees covering the remainder of the term of
all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the parties,their respective successors and permitted assigns.
12.9 Governing Law. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the
internal laws of the State of Illinois, without regard to its conflicts of laws rules or the United Nations Convention on the
International Sale of Goods.
12.10 Venue; Waiver of Jury Trial. The Circuit Court of Kane County, Illinois or the federal court in Chicago, Illinois shall have
exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the
exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or
litigation in any way arising out of or related to this Agreement.
12.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire
agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written
or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any online
Master Subscription Agreement electronically accepted by Customer. No modification,amendment, or waiver of any provision
of this Agreement shall be effective unless in writing and signed by a duly authorized representative of.each party. However,to
the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum
hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to
the contrary therein, no terms or conditions stated in a-Custo'rner purchase order or in any other Customer order documentation
(excluding Order Forms)shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be
null and void.
12.12 Counterparts. This Agreement may be executed by-facsimile or electronic signature and in counterparts,which taken together
shall form one legal instrument.
12.13 Limitation for Actions. No legal action, regardless of its form, related to or arising out of this Agreement,may be brought by
either party more than two years after the cause of'action is first discovered or should have been discovered by reasonable
commercial methods.
12.14 Affirmative Action. SFDC will not discriminate against any employee or applicant for employment because of race, color,
religion, sex, ancestry, national origin, place of birth, age, or physical handicap which would not interfere with the efficient
Performance of the job in question. SFDC will take affirmative action to comply with the provisions of Elgin Municipal Code
Section 3.12.100 and upon request submit to the Customer a written commitment to comply with those provisions. SFDC will
distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job
applicants and prospective subcontractors. SFDC agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code,
1976,are hereby incorporated by reference, as if set out verbatim.
12.15 Publicity. SFDC may not use, in any form or medium,the name of the City of Elgin for public advertising unless prior written
permission is granted by the Customer.
12.16 Compliance with Laws. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in
connection with the performance of this Agreement that both parties shall comply with all Federal, State, City and other
requirements of law that apply to the respective party in their role under this Agreement, including, but not limited to, any
applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of workers performing
services under this Agreement. SFDC shall also at its expense secure all permits and licenses, pay all applicable charges and
fees and give all applicable notices necessary and incid'en't to the due and lawful prosecution of the work, and/or the products
and/or services to be provided for in this Agreement.
13. Right to Audit Security Procedures. Following any notice from SFDC to Customer of an actual or reasonably suspected
unauthorized disclosure of Customer Data,Customer shall have the right to conduct,with reasonable prior written notice, under
reasonable time, place and manner conditions, pursuant to appropriate confidentiality and technical restrictions,and at its own
expense,an audit of SFDC's systems,policies and procedures relevant to the security and integrity of Customer Data.
Agreement 900003029.0 Page 7 of 8 CONFIDENTIAL
13.1 Headings. The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for
reference and in no way are they intended to define, limit, or describe the scope of intent of any provision of this Agreement,
nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof.
13.2 Interference with Public Contracting. SFDC certifies hereby that it is not barred from bidding on this contract as a result of a
violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging.
13.3 Sexual Harassment. As a condition of this contract, SFDC shall have written sexual harassment policies that comply with
Section 5/2-105 of the Illinois Human Rights Act(775 ILCS 5/2-105).
The parties'authorized signatories have duly executed this Agreement as of the Effective Date:
SALESFORCE.COM, INC. City of Elgin
By: By: —
Print Name: �hriS-He�I'js Print Name. Sean R. Stegal
Title: Director,Sales O eration- Title: City Manager
Date: �� I9 /Z Authority Level:
Date: November 14, 2012
Exhibit List
Exhibit A–Service Level Agreement(SLA)Addendum
Agreement#00003029.0 Page 8 of 8 CONFIDENTIAL
salesforce.com,inc. ORDER FORM for City of Elgin
safe rM.Com. San Francisco,CA 94105 Offer Valid Through:11/30/2012
�J .Uxx sx Not softvam- United States Proposed by:Nick Palazzolo
Quote Number:Q-1233083
ORDER-FORM
Address Information
Bill To: Ship To:
150 Dexter Court 150 Dexter Court
Elgin,IL 60120-5555 Elgin,IL 60120-5555
US US
Billing Company Name:City of Elgin Billing Phone:
Billing Contact Name:Dan Ault Billing Fax:
Billing Email Address:ault_d @cityofelgin.org Billing Language:English
Terms and Conditions
Contract Start Date':11/1/2012 Payment Method:Check
Contract End Date':10/31/2015 Payment Terms:Net 30
Billing Frequency:Annually Billing Method:Email
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i
Products
Order Order Order Term Monthly/
Product Start Date' End Date' (months)' Unit Price+ Quantity Total Price
Sandbox(Full Copy)-1 11/1/2012 10/31/2013 12 USD 22.86 23 USD 6,309.60
Service Cloud-Enterprise Edition(Restricted Use) 11/1/2012 10/31/2013 12 USD 7.50 10 USD 900.00
Live Agent 11/1/2012 10/31/2015 36 USD 17.50 2 USD 1,260.00
Service Cloud-Enterprise Edition-Knowledge Pack 11/1/2012 10/31/2015 36 USD 129.50 12 USD 55,944.00
Service Cloud Portal(5,000 Logins/month) 11/1/2012 10/31/2015 36 USD 1,000.00 1 USD 36,000.00
Sandbox(Full Copy)-1 2/1/2013 10/31/2013 9 USD 3.56 309 USD 9,910.80
Service Cloud-Enterprise Edition(Restricted Use) 2/1/2013 10/31/2013 9 USD 7.50 290 USD 19,575.00
Live Agent 2/1/2013 10/31/2015 33 USD 17.50 8 USD 4,620.00
Service Cloud-Enterprise Edition-Knowledge Pack 2/1/2013 10/31/2015 33 USD 129.50 18 USD 76,923.00
Sandbox(Full Copy)-1 11/1/2013 10/31/2015 24 USD 7.85 331 USD 62,328.00
Service Cloud-Enterprise Edition(Restricted Use) 11/1/2013 10/31/2015 24 USD 27.00 10 USD 6,480.00
Service Cloud-Enterprise Edition(Restricted Use) 11/1/2013 10/31/2015 24 USD 27.00 290 USD 187,920.00
Total:USD 468,170.40
+The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes.As many as eight decimal places may be
present in the actual price.The totals for this order were calculated using the actual price,rather than the Monthly/Unit Price displayed above,and
are the true and binding totals for this order.
'If this Order Form is executed and/or returned to salesforce.com by Customer after the Order Start Date above,salesforce.com may adjust these
terms,without increasing the Total Price, based on the date salesforce.com activates the products above. Following activation,any adjustments to
these terms may be confirmed by logging into Checkout, by reference to the order confirmation email sent by salesforce.com to the Billing Email
Address above,and/or by contacting Customer Service.
Prices shown above do not include any taxes that may apply.Any such taxes are the responsibility of Customer.This is not an invoice.
2/5
I
Annual Pricing Summary
Fees Aggregate Price#
11/1/2012-10/31/2013 USD 90,002.40
11/1/2013-10/31/2014 USD 189,084.00
11/1/2014-10/31/2015 USD 189,084.00
Total:USD 468,170.40
#The Annual Pricing Summary is provided for informational purposes only and is not a payment schedule.Please refer to the Terms and Conditions
section of this Order Form for payment related information.
Contract Purchase and Pricing Conditions
Product Quantity/Price
Service Cloud Portal(5,000 Logins/month) 1000.00
Service Cloud-Enterprise Edition-Knowledge Pack 129.50
Live Agent 17.50
Contract Special Terms
Service Cloud subscriptions ordered hereunder at pricing of$7.50/User/month year 1,$27.00/User/month years 2 and 3,are Restricted
Use Subscriptions.Restricted Use Subscriptions shall be limited to the following:Force.com and Case Object.Customer must.strictly
segregate all Restricted Use Subscriptions from any full-featured subscriptions it may hold by setting up and enforcing a unique profile in
the Service associated with such Restricted Use Subscriptions.Customer understands that the above functionality limitations are
contractual in nature(i.e.,the functionality itself has not been disabled as a technical matter in the Service)and therefore agrees to strictly
monitor its Users'use of such subscriptions and enforce the applicable restrictions.Salesforce.com may audit Customer's use of
Restricted Use Subscriptions at any time through the Service.Should any audit reveal any unauthorized use of Restricted Use
Subscriptions,Customer agrees it will pay,within five(5)business days of notice of the audit results,the difference between the contract
price for Restricted Use Subscriptions and the list price for full subscriptions of the above-named product,for all of the Restricted Use
Subscriptions showing unauthorized use(taken as a group),beginning with the date of the first violation through the end of the then
current subscription term.Upon such payment,all such Restricted Use Subscriptions showing unauthorized use will be converted into full
subscriptions for the remainder of the then current subscription term.
Customer may terminate Order Form in accordance with section 10 of the MSA.
3/5
Product Specific Terms
Full Copy Sandbox
As of the Order Start Date of this Order Form,the following terms shall govem all of Customer's existing Sandbox subscriptions,whether
provisioned pursuant to this or another valid Order Form.Sandbox subscriptions are for testing and development use only,and not for
production use.This product must be purchased in a ratio of one Sandbox User for each User of any other SFDC product allowing login
access to the same SFDC Service instance.SFDC reserves the right to monitor Customer's compliance with its Sandbox subscription
Terms,as stated herein and in the User Guide,at any time through the Service.Should any monitoring reveal that Customer has not
logged into a Sandbox for a continuous period of one hundred and fifty(150)days,and if Customer does not log into such Sandbox(es)
for a period of thirty(30)days after notice of such inactivity by SFDC,SFDC reserves the right to delete any such Sandbox(es).For clarity,
"deletion"of a Sandbox as referenced herein does not terminate Sandbox subscriptions purchased by Customer on this Order Form;if
you have a Sandbox subscription and your Sandbox is deleted,your subscription remains in effect and you can create a new Sandbox.
Service Cloud Portal
Service Cloud Portal may be used or accessed only by External Users. "External User"means an individual who has been supplied a
user identification and password by Customer(or by SFDC at Customer's request)and who is not an employee,principal,contracted staff
or other personnel of Customer.Subject to the foregoing,an External User shall be considered a"User"for purposes of the Agreement.
Service Cloud Portal(Logins/month)
The pricing above for the Service Cloud Portal(Logins/month)product includes the number of User logins per calendar month specified
under"Product"above times the corresponding number specified under""Quantity""above(the"Permitted Number of Monthly Logins"). If
in any calendar month the aggregate number of User logins in the applicable Org exceeds three times the Permitted Number of Monthly
Logins,Customer will be charged 1.5 times the per-Login price(based on the"Monthly/Unit Price"specified above)for each User login in
excess of three times the Permitted Number of Monthly Logins. If the aggregate number of User logins in the applicable Org exceeds the
Permitted Number of Monthly Logins in each of four consecutive calendar months,Customer will be charged 1.5 times the per-Login price
(based on the"Monthly/Unit Price"specified above)for each excess User login in such fourth month and in each consecutive month
thereafter in which the aggregate number of User logins in the Org exceeds the Permitted Number of Monthly Logins. Such additional
fees will be charged to Customer monthly in arrears in accordance with the billing and payment methods specified above. Unused logins
are forfeited at the end of each month and do not roll over to subsequent months.The beginning and end of each calendar month will
conform with U.S.Pacific Time.Salesforce.com will provision 20 External User subscriptions for each of the Permitted Number of Monthly
Logins;subject,however,to a maximum of 2 million External User subscriptions per Org. "Org"means a unique instance of the Service,
i.e.,a separate set of Customer Data and Customer-specific Service customizations held by SFDC in a logically separated database(i.e.,
a database segregated through password-controlled access).
Purchase Order Information
Is a Purchase Order(PO)required for the purchase or payment of the products on this Order Form?
Please select:(Customer to complete)
[ ]No
[ ]Yes
If yes,please complete the following:
PO Number.
PO Amount:
Upon signature by Customer and submission to salesforce.com,this Order Form shall become legally binding and governed by the Master
Subscription Agreement between salesforce.com and Customer,unless this Order Form is rejected by salesforce.com.salesforce.com may reject
4/5
this Order Form if:(1)the signatory below does not have the authority to bind Customer to this Order Form,(2)changes have been made to this
Order Form(other than completion of the purchase order information and the signature block),or(3)the requested purchase order information or
signature is incomplete or does not match our records or the rest of this Order Form.Subscriptions are non-cancelable before their Order End Date.
Customer.City of Elgin
Signature
Name Sean R. Stegall
Business Title City Manager
Date November 14, 2012
Confidential and proprietary.O Copyright 2000-2012 salesforce.com,inc.All rights reserved.
5/5
EXHIBIT A
Service Level Addendum
This Exhibit (Service Level Addendum) ("SLA") is subject to and made a part of the attached Master Subscription
Agreement(the"Agreement").
1. Availability. SFDC shall make the Service available 98% of the time, except as provided below. Availability will be
calculated per calendar quarter,as follows:
K total—nonexcluded—excluded
*100 >98%
total—excluded
Where:
• total means the total number of minutes in the calendar quarter;
• nonexcluded means downtime that is not excluded;and
• excluded means:
• Any planned downtime of which SFDC gives 24 or more hours' notice in accordance with the
Agreement or via a conspicuous on-screen message in the Service. SFDC will use commercially
reasonable efforts to schedule all planned downtime during the hours from 6:00 p.m. Friday to
3:00 a.m. Monday,U.S. Pacific Time.
• Any period of unavailability lasting less than 15 minutes.
• Any unavailability caused by circumstances beyond SFDC's reasonable control,including,without
limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror,
strikes or other labor problems (other than those involving SFDC employees), denial-of-service
attacks,or third-party Internet service provider failures or delays.
For any partial calendar quarter during which Customer subscribes to the Service, availability will be calculated
based on the entire calendar quarter,not just the portion for which Customer subscribed.
2. Remedies. . Should SFDC fail to make the Service available as set forth in Section 1 above in a calendar quarter,
Customer may terminate the Agreement by providing notice of termination in accordance with Section 3 below, in
which case SFDC will refund to Customer any prepaid fees for the remainder of the Service subscription term(s)
following the date of termination. The remedies described in this paragraph shall be the sole remedies available to
Customer for breach of this SLA.
3. Reporting, Claims and Notices. To claim a remedy under this SLA, Customer shall send SFDC a notice, via email
addressed to sla(a)sales force.com,containing the following details:
• Billing information, including company name, billing address, billing contact and billing contact phone
number
• Downtime information with dates and time periods for each instance of downtime during the relevant
period
• An explanation of the claim,including any relevant calculations.
Claims may be made on a calendar-quarter basis only and must be submitted within 10 business days after the end of the
applicable quarter, except where a Service subscription ends on a date other than the last day of a calendar quarter, in
which case any claim related to that subscription must be submitted within 10 business days after the subscription end
date.
All claims will be verified against SFDC's system records. Should SFDC dispute any period of unavailability alleged by
Customer, SFDC will provide to Customer a record of Service availability for the applicable period. SFDC will provide
such records only in response to claims made by Customer in good faith.
rev.0505
I
4. General: Services designated in writing as beta, limited release, developer preview, development or test bed
environments,or by descriptions of similar import are excluded from this SLA. SFDC shall have no obligations under
this SLA during any period in which customer is in material breach of the Agreement, including any period in which
Customer has failed to meet its payment obligations thereunder.
2
City of Elgin
CRM RFP
0
t
Sub Section B
City of Elgin,Illinois
Sexual Harassment-Policies and Programs
Effective July 1, 1993,every party to any contract with the City of Elgin and every eligible bidder is required to have written
sexual harassment policies that include,at a minimum,the following information':
• the illegality of sexual harassment
• the definition of sexual harassment under state law
• a description of sexual harassment,utilizing examples
• a vendor's internal complaint process including penalties
• the legal recourse,investigative and complaint.process available through the Illinois Department of Human Rights,and
the Illinois Human Rights Commission
• directions on how to contact the department and commission
• protection against retaliation as provided by Section 6-101 of the Human Rights Act
I hereby affirm that the organization.which I.represent has in place sexual harassment policies which include the
required information set fourth above,and I hereby agree to furnish the City of Elgin-Human Resources Department
with a copy of these policies if they so request. �j y
Signature/Title ✓ /�y`� / ( 112
�
Company
Date o2
Sexual harassment is defined as follows:
"Sexual harassment"means any unwelcome sexual advances or requests for sexual favors or any conduct of asexual nature
when(1)submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment,
(2)submission to or rejection of such conduct by an individual is used as a basis for employment decisions affecting such
individual,or.(3)such conduct has the purpose or effect of substantially interfering with an individual's work performance or
creating an intimidating,hostile,or offensive working environment.
Any questions by contracting parties or eligible bidders concerning compliance with these requirements should be directed to
the City of Elgin-Human Resources Department at(847)931-5618.
I hereby agree to fully indemnify and hold the City of Elgin harmless from any and all liability,loss or damage
including costs of defense or claim,demands,costs of judgment against it arising from any sexual harassment complaint
resulting from the act of any member of my organization in the peyformance of ntract. ��JJ�/
Signature/Title wez,70
Company -5
Date %
- 35 -
City of Elgin
CRM.RFP
0
Y�
O
Sub Section C
FEIN NO. City Manager
City of.Elgin,Illinois
Certification Requirements
Please submit all required forms and documentation, fully completed and signed, with your proposal. No
proposal will be accepted without this information.
1 To assure compliance with the City of Elgin's Affirmative Action Ordinance, all contractors and
vendors. Herein referred to as "bidders', are requested to submit the following information:
A. Workforce analysis using the enclosed Bidder's Employee Utilization form.
B. Provide the information required in Item #3 on the employee utilization form if the answer to
Question#2 on the form is"Yes".
C. Provide a written commitment outlining the steps that the bidder plans to take in the area of
recruitment and promotion.of minorities and.females to assure equal employment opportunity. (A
copy of the bidder's affirmative action plan may be submitted in lieu of this.requirement.)
2. ..7o assure compliance with the City of Elgin's Sexual Harassment Ordinance, all bidders must
submit a signed sexual harassment form enclosed with-the.Invitation to Bid.
3. The undersigned certifies that the offerer is.not.delinquent in the payment of:any tax administered
by the Illinois Department of Revenue unless there is a pending proceeding contesting the tax.
4.- The undersigned certifies that the offerer is not barred from offering on this solicitation as a result
of a conviction for the violation of State law prohibiting bid-rigging or bid-rotating.
5. The successful bidder agrees that upon acceptance by the City of Elgin, the executed Invitation to
Bid along with all instructions, conditions, and specifications attached thereto constitute a binding
contract which may be enforced by the City.
Signature/Title /
Company Name
Address 3
Lli
Phone Number dv
- 36 -
311 REQUEST FOR PROPOSAL
CITY OF ELGIN, IL
0
0
e
Sub Section D
City of Elgin,Illinois
Equal Employment Written Commitment Guideline
The written commitment required in Item#4 of the Bidder's Employee Utilization Form shall:
Set out the name and phone number of the bidder's Equal Employment Officer.
Clearly identify the bidder's recruitment area and the percentage of minorities and females in the area's population
and labor force.
Set out what the bidder has done and has set as a goal to ensure the recruitment of minority and female employees.
Set out the bidder's specific goals to recruit minorities and females for training programs or other similar
opportunities available through the bidder's organization.
Indicate bidder's consent to submit to the City of Elgin,upon request,statistical data concerning its employee
composition and recruitment efforts anytime during the term of the contract.
Show bidder's consent to distribute copies of the written commitment to all persons who participate in recruitment,
screening,referral,and selection and hiring of job applicants for the bidder.
Clearly show that the bidder shall require all subcontractors, if any,to submit a written commitment complying with
the above requirements of their affirmative action plan to the City of Elgin.
Clearly state the bidder agrees that:
"Bidder(company name)shall not discriminate against any employee or applicant on the basis of race,
'.'Bidder
religion,sex,national origin,age,place of birth,ancestry,marital status,or disability(physical or
mental)which will not interfere with the performance of the job in question."
Description of Groups for Classification Purposes
White: all persons having origins in Europe,North America,or the Middle.East
Black: all persons having origins in any of the Black racial groups of Africa
Hispanic: all persons of Mexican,Puerto Rican,Cuban,Central South American,or other Spanish culture or
origin, regardless of race
Asian American: all persons having origins in the Far East, Southeast Asia,the Indian subcontinent,or the Pacific
Islands
American Indian:all persons having origins in any of the original peoples of North America and who maintain
cultural identification through tribal affiliation or community recognition
PACE 37
311 REQUEST FOR PROPOSAL
CITY OF ELGIN, IL
Sub Section D (Cont'd)
2. Have you ever been awarded a bid by the City o_ Elgin?
Yes No
3. if the answer to question#t2 is Yes,please submit a copy of the Employee Utilization Form that was submitted with your
last successful bid along with a fully completed copy of this form.
4. Please submit,according to the guideline provided in the attached document,a written commitment to provide equal
employment opportunity. An Employee Utilization Form is required for any subcontractors.
NOTE: In the event that a contractor or vendor,etc.,fails to comply with the fair employment and affirmative action provisions of the City of
Elgin,the City amongst other actions may cancel,tenninatc,or suspend the contract in whole or in.part.
Si e of o p y Of c a Title Telephone pNumber� n Date Signed Pa-be_
Of
PAGE 39
311 REQUEST FOR PROPOSAL
CITY OF ELGIN, IL
Sub Section D (cont'd)
0
V�
7 �f
City of Elgin, Illinois
Chapter 3.12.1000 Affirmative Action- City Contracts
I.Name and Address of Bidder 2. Description of Project
JOB CATEGORIES 'Dotal Whites Blacks Hispanics Asians or American. Minority Female(All
Employees Pacific Indians (M&F) Categories)
Islanders % %
M / F M / F M / F M / F M / F
Example:Managers 18 3/5 3 /2 4/0 0/1 0/0 "'6°/° 44.4%
10/18
TOTALS
PAGE 38
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