9-RFQ Vol. 3a Sample Contract.pdf

Agency for Community Transit Volume 3 Investment Management Services No. 25-2-14401

SAMPLE CONTRACT

CONTRACT BETWEEN

AGENCY FOR COMMUNITY TRANSIT

AND

THIS CONTRACT is made and entered into effective, as of the date the last party hereto signs, by and between Agency for Community Transit (hereinafter “Owner”), having its principal office at 1 Transit Way, Pontoon Beach, Illinois 62040, and _____________ (hereinafter “Contractor”), whose address is _______. Owner and Contractor in consideration of their mutual covenants herein agree as follows:

I Project Title and Brief Description Investment Management Services No. 25-2-14401. Investment management services to oversee and maintain an assigned portion of the Owner’s portfolio. Services include, but are not limited to, identifying, evaluating, purchasing and selling investments on behalf of the Owner.

II Scope of Work Contractor shall perform the services as more fully described in the “Scope of Work” contract document. The Work shall be performed in a professional and technical manner, and in compliance with applicable local, state, and federal laws. Contractor is responsible for all Work required except where tasks or responsibilities of Owner or others are specifically stated in this Contract.

III Contract Term The base contract term starts/begins on January 1, 2026, after the effective date of this Contract and expires after 36 months. The Owner has the unilateral option to extend the Contract for two additional 1-year periods.

Each option year will be automatic unless the Owner advises the Contractor of their intent not to renew no less than 90 days prior to the expiration of the prevailing contract term.

IV Contract Documents and Order of Precedence The following documents are a part of this Contract. In case of any conflict among these documents, the order of precedence shall be:

1) This Contract

2) Federal Provisions

3) State of Illinois Provisions

4) Special Conditions

5) General Terms and Conditions

6) Scope of Work

7) RFQ 25-2-14401 Volume 1 and addenda

8) Contractor’s Proposal and Certification Forms

A modification or change to any Contract document shall take its precedence from the term it amends. All other documents and terms and conditions shall remain unchanged. These form the Contract, and all are as fully a part of the Contract as if attached to this Contract or repeated herein.

V Compensation and Payment Terms Compensation - Contractor shall be compensated for actual services rendered in accordance with this contract.

{Insert terms of proposal and/or negotiations}

Invoicing - By the 10th of the following month, the Contractor shall provide a comprehensive and detailed monthly invoice for the prior month’s completed services.

a) Invoices shall include:

• The Owner’s project number 25-2-14401 and/or purchase order number.

• The fair market value (FMW) of the portfolio as the last date of the prior month.

• The rate applied to the FMV of the portfolio in determining the fee charged.

• Invoices/statements shall be emailed to mdomer@mct.org and nbingheim@mct.org

Payment – Upon emailed approval by the Owner of an invoice/statement, the Contractor shall be authorized to electronically collect the respective payment for services rendered via the bank account, at the Contractor’s institution, specified by Owner. The Owner’s approval will not be unreasonably withheld or delayed. The failure of the Owner to respond in writing within 10 calendar days shall provide the Contractor with authorization to collect the respective payment. The Contractor and Owner shall work diligently to resolve any discrepancies in a timely manner.

VI Contractor’s Personnel All of the services required in this contract shall be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and authorized under federal, state, and local law to perform such services. Owner will be notified in writing of any change in the key personnel, as described in the Contractor’s proposal.

VII Termination Termination for Convenience. The Owner may terminate this Contract, in whole or in part, at any time by written notice to the Contractor when it is in the Owner’s best interest. The Contractor shall be paid its costs, including Contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Owner. If the Contractor has any property in its possession belonging to the Owner, the Contractor will account for the same, and dispose of it in the manner the Owner directs.

Termination for Default [Breach or Cause]. a) If the Contractor does not deliver supplies in accordance with the Contract delivery schedule, or, if the Contract is for services, the Contractor fails to perform in the manner called for in the Contract, or if the Contractor fails to comply with any other provisions of the Contract, the Owner may terminate this Contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the Contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the Contract. b) If it is later determined by the Owner that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the Owner, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c) In the event of a breach or default on the part of the Contractor, in addition to any and all other remedies, the Owner shall be entitled to actual, incidental, and consequential damages and all court costs, attorney fees, and litigation expenses incurred necessary to enforce this Contract. d) In the event of a default on the part of the Contractor, the Owner reserves the right to purchase any or all items or services in default in the open market, charging the Contractor with any additional costs. The defaulting Contractor shall not be considered a responsible bidder/proposer until the assessed charge has been satisfied.

Opportunity to Cure. Prior to terminating this Contract, or any part hereof, the Owner may allow the Contractor an opportunity to present any facts bearing on the reason for breach or default. In such case, the Owner shall have the right to terminate the Contract without any further obligation if the Contractor fails to provide an acceptable remedy for the breach or default.

Waiver of Remedies for any Breach. In the event that the Owner elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver shall not limit the Owner’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

VIII Breaches and Dispute Resolution Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Owner’s chief executive officer. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the chief executive officer. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the chief executive officer shall be binding upon the Contractor and the Contractor shall abide by the decision, subject only to dispute resolution as provided herein.

Performance During Dispute - Unless otherwise directed by the Owner, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents, or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

mailto:mdomer@mct.org mailto:nbingheim@mct.org

Remedies - Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Owner and the Contractor arising out of or relating to this contract or its breach will be decided by arbitration administered by the United States Arbitration and Mediation (USA&M) unless the parties agree to a different arbitration tribunal or to conduct the arbitration without the use of an arbitration tribunal. In the event that any suit is brought in connection with this contract, including a suit to compel arbitration or to enforce any arbitration decision, it shall be brought in the Circuit Court of the Third Judicial Circuit, Madison County, Illinois, which forum shall have sole and exclusive jurisdiction and venue of the parties and the matter and each of the parties does consent to personal jurisdiction in that court. Prior to the initiation of any dispute resolution procedure, the parties agree to confer in good faith to resolve the matter in dispute. If agreed to by both parties, disputes may be resolved by a mutually agreed-to alternative dispute resolution process that may include structured negotiations different from the remedies herein, mediation or arbitration.

Rights and Remedies - The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder, except as otherwise provided herein, shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

IX Severability Any provision or part of this Contract held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the Owner and Contractor, who agree that the Contract shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

X Notices Any notice required under this contract shall be in writing, dated and signed by the party giving such notice or by a duly authorized representative of such party. Notices shall not be effective unless transmitted by any method that provides confirmation of transmission and delivery.

XI Entire Contract This Contract constitutes the complete and entire agreement between the Owner and Contractor and supersedes any prior representations, understandings, communications, commitments, agreements, or Proposals, oral or written, that are not incorporated as a part of the Contract. This Contract is being executed in duplicate counterparts, each of which shall be considered an original, and which together shall constitute one and the same document. This Contract may only be amended by a writing signed by each of the parties.

XII Applicable Law Contractor shall comply with all of the Owner’s resolutions and regulations applicable to this Contract and with any local, State or Federal laws or regulations applicable to the goods and services provided under this Contract. Except as hereinafter specifically provided, this Contract shall be governed by and construed to the laws of the State of Illinois, including, but not limited to the Uniform Commercial Code, excluding, however, choice of law principles

XIII General Limitation of Liability It is expressly understood and agreed that in purchasing, selling, delivering or otherwise dealing with the Account Assets (Owner’s account assets defined as the initial and subsequently added securities, cash or other property from the Owner or acquired by Contractor, and securities, cash or other property disposed of by Contractor pursuant to the terms of this Contract), the Contractor will be acting solely as Owner's agent and the Contractor shall not be deemed to be acting as, nor shall the Contractor be subject to any duties, warranties or other liabilities of, a broker. Except as otherwise provided by law, the Contractor shall not be liable to Owner for: (a) any loss Owner may suffer by reason of any investment decision made or other action taken or omitted in good faith by the Contractor in exercise of the same degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a like capacity would use; or (b) any loss arising from the Contractor’s adherence to Owner’s instructions. This general provision shall not limit the applicability of any other provision of this Contract limiting or expanding the Contractor’s liability to Owner.

To the extent that an act or omission to act by Owner in connection with this Contract results in a claim being asserted against Contractor by a third party, Owner agrees to indemnify and hold the Contractor harmless from such claims provided that Contractor’s act or omission to act is not also a cause, in whole or in part of the claim. Except as otherwise specified herein, the Contractor shall have no duty to take any action unless it agrees in writing to do so, nor shall the Contractor be obligated to commence, appear in, or defend any legal action with respect to any property held for this account unless requested by Owner and agreed to in writing by the Contractor.

XIV Registration of Securities The Contractor may, in its discretion, register any Account Assets in the name of the Contractor, either with or without designation as agent.

XV Additional Authority The Contractor is authorized to receive payment of income and principal with respect to the Account Assets; to give receipts therefore; to surrender promptly for redemption any securities held in the account with respect to which notice of redemption is published in a generally-recognized call service providing national coverage; to prepare, sign and file either in its name or in the name of Owner, any proper certificate or other statement with respect to the ownership of any Account Assets which may be required by law upon receiving payment of any income or principal;

to exchange temporary for definitive securities; to exchange securities in recapitalizations and reorganizations; and to deliver securities upon sales thereof. The Contractor will use its best efforts to collect the income and principal when and as the same may become due and payable. Owner hereby authorizes and empowers any officer of the Contractor to endorse and negotiate any check or voucher made payable to Owner and arising out of this account, and to execute any and all other documents and do any and all things necessary or incident to the performance of its obligations hereunder. Owner acknowledges that the Contractor will calculate and report amortization and accretion on fixed income securities unless otherwise directed in writing.

XVI Distributions The Contractor shall distribute the net income of the account to, or as directed in writing by, Owner, or in the absence of such direction from Owner, shall retain and accumulate such income.

XVII Confidentiality Unless otherwise agreed in writing or as required or permitted by law, the parties agree that the Contractor will treat all information concerning Owner’s account as confidential, and Owner will not disclose to any third party any of the Contractor’s investment advice or activity on Owner’s behalf, except as required by law.

XVIII Other Investment Relations Owner acknowledges that the Contractor provides, and will continue to provide, services to others similar to those provided to Owner under this Contract. Owner further acknowledges that investment decisions, activity and advice of the Contractor with respect to Owner’s Account Assets may differ from that of the Contractor with respect to such other customers on the basis of Owner’s specific circumstances or for other reasons determined appropriate by the Contractor, and such differences may be material.

XIX Investment Risk Past returns generated by the Contractor cannot predict future performance. Owner acknowledges that the results of the activities of the Contractor pursuant to this Contract are not guaranteed, and such results will depend on many factors beyond the control of the Contractor, including but not limited to overall national and international economic conditions, economic conditions within various sectors, general business risks and risks of the specific activities and financial performance of individual companies.

XX Release and Indemnity The Contractor shall not be responsible for any costs, expenses, liabilities, losses or decline in value of Owner's securities and other property held hereunder resulting from the Contractor’s good faith and prudent exercise of the authority conferred upon it herein and in conformance with accepted industry and fiduciary standards. Owner agrees to reimburse, indemnify, and hold the Contractor harmless from and against any and all liabilities, losses, claims, damages, costs (including reasonable attorneys’ fees) and expenses (except to the extent arising as a result of negligence or fraud on the part of the Contractor) resulting from claims of third parties arising from the acts or omissions to act of the Owner and upon which the third party claim is predicated and from any taxes or other governmental charges and any expenses related thereto which may be imposed or assessed in respect to the Account Assets or any part thereof.

Contractor name

Owner name

Signature of authorized official

Signature of authorized official

(Print or type name and title)

(Print or type name and title)

Date

Date