brookfield zoo BZC RFP 021-2026_Irrigation MSA.pdf

Request for Proposal (RFP) for Master Services Agreement – Campus Irrigation Services

RFP No: 021-2026 RFP Issue Date: November 3, 2026

The Chicago Zoological Society - Brookfield Zoo Chicago (BZC) is seeking proposals for campus-wide irrigation services, including system assessment, installation and repair, seasonal startup and winterization, and ongoing maintenance. The estimated 15 systems and their boundaries will be verified during the initial assessment.

This document outlines the Society’s guidelines for your responses.

All participants must register and follow the proper procedures via BidNet at the following weblink:

Brookfield Zoo Chicago - Bid Opportunities and RFPs | BidNet Direct

Optional Onsite Visit - Firms unfamiliar with the BZC campus may request an onsite visit by emailing Purchasing@brookfieldzoo.org no later than 5:00pm on Monday, November 9.

Once scheduled, the site visit will take place at the following location:

Brookfield Zoo Chicago – South Gate Entrance 3300 Golf Road

Brookfield, IL 60513

Intent to Bid - Bidders must submit an Intent to Bid through BidNet no later than 5:00pm CST on Friday, November 13, 2026.

Questions and clarifications - If you require clarification or have a question regarding any information in this RFP, including the Scope of Work, submit all questions in writing through BidNet no later than 12:00pm CST on Monday, November 16, 2026.

Proposal submission - Submit the proposal electronically through BidNet no later than 12:00pm CST on Friday, November 20, 2026.

Organizational Overview

The Chicago Zoological Society – Brookfield Zoo Chicago (BZC) is a private nonprofit organization that operates on land owned by the Forest Preserve District of Cook County.

Opened to the public in 1934, Brookfield Zoo Chicago has been a Chicago-area treasure and family destination for more than 75 years. Brookfield Zoo Chicago is the largest suburban attraction in Cook County, both in size and visitation. The 235-acre Zoo annually serves over two million visitors from the diverse Chicago metropolitan area. The zoo is open 363 days a year. On an average day, more than 11,000 people visit during the Zoo’s peak attendance season in the summer months.

Brookfield Zoo Chicago’s mission is to inspire conservation leadership by connecting people with wildlife and nature. We strive to provide people of all ages and backgrounds with opportunities to learn about and care for the natural world. When it first opened, Brookfield Zoo was considered “cutting edge” for its bar-less enclosures. One of the first zoos to employ nutritionists, pathologists, veterinarians, geneticists, endocrinologists, and behavioral specialists, we continue in a tradition of innovation.

Scope of Work/Deliverables/Required Response Format

The Scope of Work, required deliverable Work Product(s), and format requirements for your proposal can be found in the accompanying Attachment A to this RFP.

Timeline

RFP Issue Date: November 3, 2026 Optional Onsite Meeting Request Deadline: November 9, 2026 Intent to Bid Deadline: November 13, 2026 Inquiry Deadline: November 16, 2026 Proposal Deadline: November 20, 2026

Vendor Information

As part of your RFP response, please include the following to be considered for award:

1. Completed Attachment B – Contractor Information Statement.

2. Completed Attachment C – Reference Statement (3 references)

3. Completed Attachment E – MBE WBE Participation Utilization Affidavit

4. Completed Attachment F – Responsible Bidder Affidavit

5. Provide any additional information relevant to this RFP and about your business and what differentiates your business from that of other respondents?

Failure to include any of the above will be considered an incomplete bid.

Selection Criteria

Proposals received will be reviewed and evaluated based upon the following selection criteria:

• Qualifications and relevant experience

• Technical approach and service plan

• Staffing and labor plan

• Familiarity with the Zoo grounds

• Cost and pricing transparency

• References

Prevailing Wages

This Contract calls for the construction of a "public work," within the meaning of the Illinois Prevailing Wage Act, 820 ILCS 130/.01 et seq. ("the Act"). The Act requires Contractors and Subcontractors to pay laborers, workers and mechanics performing services on public works projects no less than the "prevailing rate of wages" (hourly cash wages plus fringe benefits) in the county where the work is performed. For information regarding current prevailing wage rates, please refer to the Illinois Department of Labor's website. All Contractors and Subcontractors rendering services under this contract must comply with all requirements of the Act, including but not limited to, all wage, notice and record keeping duties. The Contractor will furnish certified payrolls for the project using the State of Illinois, Illinois Department of Labor Certified Transcript of Payroll forms

BZC Reservation of Rights

BZC reserves the right to reject any or all proposals, without explanation, to waive irregularities, and to accept a proposal, which in BZC sole judgment, is in BZC best interests.

MBE/WBE/DBE/8(a)

Brookfield Zoo Chicago is committed to ensuring that certified minority-owned business enterprises (MBE’s), women-owned business enterprises (WBE’s), disadvantaged business enterprises (DBE’s), and U.S. Small Business Administration 8(a)-certified (8(a)’s) firms are afforded opportunities to compete for and participate in the Brookfield Zoo Chicago’s purchasing activities. If your company is certified as a MBE, WBE, DBE or 8(a) company, please send your current certification with your response to this RFP.

INDEPENDENT CONTRACTORS AGREEMENT

The selected organization is expected to execute the BZC standard Independent Contractors Agreement to formalize our business arrangement. A copy of which is included in this RFP for your review and is referenced as Attachment D. If upon completion of your review, you take exception or have concerns about any portion of this Agreement, please note your concerns on a separate sheet in your response to this RFP. Please reference the paragraph heading and page number in the Agreement when noting your concerns. If BZC does not receive any documentation of your concerns, BZC will interpret this as your acceptance and willingness to utilize the BZC standard Independent Contractors Agreement.

CZS RFP – (Master Services Agreement - Campus Irrigation Services) Attachment A

Scope of Work, Deliverables, Required Response Format

Scope of Work

Project Objectives

Provide complete irrigation services across the zoo campus. Current inventory indicates approximately 15 independent systems; the count and system boundaries are unconfirmed and shall be verified during initial assessment. Services include assessment, design coordination, installation or rehabilitation, commissioning, seasonal startup and winterization, documentation, and ongoing maintenance. Work will support healthy landscapes and responsible water use while protecting animal welfare, habitats, visitors, staff, buildings, utilities, and zoo operations.

1. Existing conditions and coordination

• Review available drawings, utility records, planting plans, water-use requirements, operating schedules, and prior irrigation records.

• Survey irrigation zones, controllers, valves, pumps, meters, backflow devices, piping, emitters, drainage, and water sources.

• Identify deficiencies, leaks, conflicts, coverage gaps, obsolete equipment, and opportunities for water conservation.

Recommend practical measures that reduce water use while maintaining plant health, including irrigation scheduling, leak reduction, efficient application, and controls responsive to weather and soil conditions.

• Coordinate access, work sequencing, shutdowns, deliveries, and noisy or disruptive work with zoo management.

• Locate and protect underground utilities and existing infrastructure before excavation.

Before digging, confirm utility locations using available records and required locating procedures. If excavation reveals an unknown utility, buried exhibit component, artifact, or potentially treated or contaminated soil, stop work in the affected area, protect the find, and notify the zoo representative. Resume only after direction and any required review.

• Coordinate with horticulture, animal care, veterinary, facilities, security, safety, and exhibit teams.

2. Design and planning

Where design services are included:

• Prepare irrigation plans, details, schedules, control diagrams, and a campus-wide zone and asset inventory.

• Develop separate watering zones based on plant type, soil, sun exposure, slope, water source, and operational needs.

• Specify suitable drip, bubbler, spray, rotor, or other irrigation methods for each landscape area.

• Design for efficient coverage, manageable pressure, drainage, freeze protection, and future maintenance access.

• Identify proposed routing, sleeves, valve boxes, controller locations, isolation points, meters, and backflow protection.

• Coordinate irrigation with planting, hardscape, grading, stormwater, electrical, and utility plans.

• Submit equipment data and design documents for owner review before procurement or installation.

Submit a proposed materials and equipment list, including manufacturers and model numbers for pipes, valves, controllers, and other major components, for zoo approval before ordering.

Provide current Safety Data Sheets (SDS) for adhesives, solvents, cleaners, lubricants, and other chemical products proposed for use on site. Obtain review by the zoo-designated animal care and veterinary staff before bringing or using these products on site.

Do not use toxic lubricants, pipe dope, cleaners, or other products in or near irrigation lines where they could be discharged, sprayed, or leak into animal enclosures or sensitive habitats.

Use only products approved for the specific application and location.

3. Seasonal startup and winterization

Perform annual spring startup and fall winterization for each system included in the contract, with timing coordinated to local weather, zoo operations, and plant needs.

For winterization, identify system-specific procedures and isolate water sources; drain, blow out, or otherwise protect piping and components as appropriate; protect pumps, backflow assemblies, controllers, and other equipment; and document completed work and any system that cannot be safely winterized.

For startup, restore service in a controlled manner, inspect for freeze damage and leaks, test zones and safety devices, set approved watering schedules, and report repairs needed before full operation.

Maintain a system-by-system seasonal checklist and notify the zoo promptly of conditions that could cause damage, water loss, or unsafe operation.

4. Installation, repair, and replacement

Provide labor, supervision, materials, equipment, and incidentals required for the approved work, including as applicable:

• Mainlines, lateral piping, sleeves, fittings, valves, valve boxes, and isolation valves.

• Pumps, filters, pressure regulation, water meters, backflow prevention, and related assemblies.

• Controllers, sensors, wiring, communications, and central control system integration.

• Sprinklers, rotors, bubblers, drip tubing, emitters, and other distribution components.

• Trenching, boring, backfilling, compaction, and restoration of disturbed surfaces.

• Temporary irrigation or watering measures needed to protect plants during construction.

• Identification labels and tags for controllers, valves, wires, and major system components.

Repair or replace damaged or unsuitable components and verify that new work connects properly with existing systems.

5. Zoo-specific protections

• Follow zoo access, security, escort, infection-control, and restricted-area procedures.

Follow zoo-directed biosecurity procedures when moving between animal zones. Clean and disinfect boots, tools, and equipment at the designated transition points and use the products and methods approved for those zones.

Remove all worksite waste and loose materials at the end of each shift and before leaving an area. This includes small items such as wire clippings, zip ties, fasteners, packaging, and pipe debris. Keep materials secured so they cannot enter habitats, drains, or visitor areas.

• Coordinate work near animal habitats and holding areas with animal care staff before entry or disturbance.

• Do not enter animal spaces, alter barriers, or change habitat conditions without zoo authorization.

• Prevent tools, materials, debris, standing water, noise, vibration, lighting, and chemical products from creating hazards or undue disturbance to animals.

• Protect visitors with barriers, signage, safe pedestrian routing, and orderly work areas.

• Keep paths, emergency routes, service roads, gates, and animal-care access clear.

• Use only products and methods approved by the zoo for the specific location; obtain approval before applying fertilizers, herbicides, pesticides, or water treatments.

• Immediately report utility strikes, leaks, animal escapes or disturbances, visitor incidents, and other safety or operational concerns to the zoo representative.

6. Testing and commissioning

• Flush piping before installing or activating distribution components.

• Pressure-test piping and verify valves, backflow devices, pumps, filters, and pressure regulation.

• Check each zone for operation, leaks, coverage, overspray, drainage, and runoff.

• Program controllers to approved schedules and verify sensors and remote communications.

• Demonstrate system operation to designated zoo staff.

• Correct deficiencies identified during inspection and provide a final commissioning report.

7. Maintenance services

When ongoing service is included, provide scheduled inspections and repairs, including:

• Seasonal startup, shutdown, and winterization appropriate to local conditions.

• Controller and watering schedule adjustments for weather, season, and plant needs.

• Inspection and cleaning of filters, emitters, nozzles, valve boxes, sensors, and backflow assemblies.

• Leak detection, head adjustment, nozzle replacement, and repair of damaged piping or wiring.

• Monitoring for overspray, runoff, erosion, ponding, and interference with paths or exhibits.

• Emergency response for significant leaks or failures, under response times agreed with the owner.

• Recommendations for repairs, upgrades, and water use improvements.

8. Closeout and records

Provide:

• Record drawings showing installed and retained irrigation infrastructure.

• Digital geospatial map of buried irrigation lines, valves, controllers, isolation points, and related assets, with coordinates and sufficient detail to locate each feature in the field.

Update the map to reflect verified as-built conditions.

• Electronic asset spreadsheet listing new and materially repaired equipment, location or system, manufacturer, model number, serial number where available, and installation or service date.

• For new or upgraded systems intended to save water, provide a concise water savings report stating the baseline and assumptions, estimated or measured savings, measurement period, and calculation method. Clearly identify estimates separately from measured results.

• Controller schedules, zone maps, valve and asset inventories, and operating instructions.

• Product data, warranties, commissioning results, and required inspection records.

• Training for designated zoo staff.

• A list of outstanding items and recommended follow-up maintenance.

9. General requirements

Perform work in accordance with the contract documents, approved submittals, applicable codes and permits, manufacturer instructions, and zoo policies. Protect existing improvements and restore disturbed areas to the owner’s satisfaction.

Maintain clean and secure work areas throughout the work and remove all waste, tools, and loose materials when leaving each work area. Protect existing improvements and restore disturbed areas to the owner’s satisfaction.

Project-specific items to define: campus boundaries, water sources and availability, included exhibits and landscape areas, design responsibility, installation limits, maintenance duration, emergency response expectations, approved products, and applicable local code requirements.

Contract Term

Three (3) years, with two (2) optional one-year renewals. The contract is expected to be fully executed by mid-December 2026, with a start date of January 1, 2027.

Deliverables

The Contractor shall provide the following deliverables for the services performed. Deliverables shall be submitted electronically in formats approved by the Zoo. The Zoo may request corrections or additional information if a deliverable is incomplete or does not match the approved work.

1. Initial assessment and system inventory

2. Work plans and schedules

3. Submittals and product records

4. Seasonal startup and winterization records

5. Work and repair records

6. Commissioning and acceptance documentation

7. Record drawings and digital maps

8. Asset spreadsheet

9. Water-use and savings report

10. Training and closeout

The Zoo will identify its preferred file formats, naming conventions, and submission contacts after award. Deliverables shall be updated when subsequent work changes the information previously submitted.

Required Response Format

Submit one complete proposal organized in the following order. Clearly identify any exceptions, assumptions, exclusions, or requested deviations. Do not assume that the Zoo’s current estimate of 15 irrigation systems is final; state how system count or scope uncertainty affects the proposal.

1. Cover letter

2. Completed Attachments B, C, E, and F

3. Firm qualifications

4. Key personnel

5. Understanding of the work and proposed approach

6. Winterization and startup plan

7. Work plan and timeline

8. Safety, animal protection, and environmental practices

9. Materials and equipment approach

10. Deliverables and recordkeeping

11. Itemized Cost proposal

12. Provide hourly labor rates by labor category, equipment or trip charges, material markups, and unit prices for common work where available. Identify which prices are fixed, estimated, or time-and-materials. State any minimum charges, exclusions, and assumptions. If pricing depends on the final system count or verified conditions, explain the pricing method and how adjustments would be calculated.

13. Exceptions and assumptions

BZC RFP – Master Service Agreement – Campus Irrigation Services Attachment B

CONTRACTOR INFORMATION STATEMENT

Submitted By:

Firm:________________________________________________________________________

Address:_____________________________________________________________________

City: __________________________________

State: _________________________________ Zip Code: _____________________________

Phone: _______________________________

Has your organization performed any work with the Brookfield Zoo Chicago previously? (Please Check) Yes ______ No ______

If Yes, please list BZC Contact Person(s) ___________________________________________

If “Yes”, Please list Project: _____________________________________________________

How did you hear about this Request for Proposal? (Please Check)

BZC Website_______ Cook County Website_______ Direct Bid_______

Type of Organization: (Please Check)

Corporation ____ Partnership ____ Individual ____ Other ____ (Please provide explanation below)

Certified Minority Business Enterprise* ______ Certified Women Owned Business Enterprise*______ Certified Disadvantaged Business Enterprise* ______ Certified U.S. Small Business Administration 8(a) Firm* ______

*Please attach a copy of current Letter of Certification to this RFP.

Years in Business: ________

Number of Employees: ________

Membership/Affiliation in Professional Organizations (Please List Below)

Other:

BZC RFP – Master Service Agreement – Campus Irrigation Services Attachment C

Reference Statement

Reference 1:

Company:_________________________________________________________________ Contact Person at Company/Title:______________________________________________ Telephone:____________________________Email:_______________________________ Company Address:_________________________________________________________ Project Name:_____________________________________________________________ Project Description:_________________________________________________________ Project Value:$_________________________ Project Manager:______________________

Reference 2:

Company:_________________________________________________________________ Contact Person at Company/Title:______________________________________________ Telephone:____________________________ E-mail:_____________________________ CompanyAddress:__________________________________________________________ Project Name:_____________________________________________________________ Project Description:_________________________________________________________ Project Value:$_________________________ Project Manager:_____________________

Reference 3:

Company:_________________________________________________________________ Contact Person at Company/Title:______________________________________________ Telephone:____________________________ E-mail:_____________________________ Company Address:_________________________________________________________ Project Name:_____________________________________________________________ Project Description:_________________________________________________________ Project Value:$_________________________ Project Manager:_____________________

Revised 9-27-2024

BZC RFP – Attachment D

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (this "Agreement"), dated Click here to enter a date., is between The Chicago Zoological Society (d/b/a “Brookfield Zoo Chicago”) with a mailing address of 3300 Golf Road, Brookfield, IL 60513 and Click here to enter Name., Click here to enter Address. (the “Contractor").

The parties agree to the following:

1.0 DUTIES

1.1 Duties of Contractor

Contractor will perform the services as reflected in Attachment A, which is herein incorporated by reference.

1.2 Time to be Devoted to Performance of Services

Unless terminated according to the terms contained herein, the term of this Agreement shall commence on Click here to enter a Contract Starting Date. and shall end on Click here to enter a Contract Ending Date.. Contractor will complete performance of the Services on or before Click here to enter a Completion Date.

1.3 General

(a) Contractor retains the sole right to control and direct the manner in which the Services are performed and to determine the employees, independent contractors, subcontractors, agents and other individuals who will perform the Services on its behalf pursuant to this Agreement (“Contractor representatives”). Notwithstanding the foregoing, Brookfield Zoo Chicago retains the right to inspect the Services, stop work, prescribe alterations, and monitor Contractor's performance to ensure that the Services are performed in accordance and consistent with this Agreement. Contractor acknowledges that Brookfield Zoo Chicago’s primary business is the operation of a zoological park and that one of its primary concerns is the safety of the animals and people at the zoo, both employees and visitors;

Contractor further acknowledges that Brookfield Zoo Chicago strives to maintain the good will of its patrons and the public in general and further agrees that Contractor will do nothing that will have an adverse impact on Brookfield Zoo Chicago’s mission, its collection of animals, its employees, or endanger the public in any way.

(b) Contractor represents and warrants that it will perform all Services under this Agreement in accordance with standard industry practices applicable to such Services, and in accordance with all applicable Laws.

(c) Contractor hereby gives permission to Brookfield Zoo Chicago, its agents, successors, and assigns, to use Contractor’s and Contractor's representatives’ images (still photo, audio, and video recordings) of any performance of Services for Brookfield Zoo Chicago in conjunction with any Brookfield Zoo Chicago production, advertisement, promotion, or for other related purposes.

(d) Contractor hereby assigns all rights, title, interest, copyright, and any renewal rights to

Brookfield Zoo Chicago for any work produced or created by Contractor or any Contractor representative in performance of the Services.

(e) Contractor agrees not to recruit or hire any employee of Brookfield Zoo Chicago during the period of the Agreement or within one (1) year following the effective termination date of the Agreement.

(f) The Contractor agrees to comply with all applicable federal, state, and municipal laws, rules, and regulations prohibiting workplace discrimination based on race, color, religion sex, national origin, disability, sexual orientation, or any other applicable legally protected status, as well as laws, rules, and regulations relating to individuals with disabilities for places of public accommodation. The Contractor further agrees that if any of the Contractor’s employees, independent contractors, subcontractors, agents, or other individuals who will perform the Services will be directly interacting with the public, Contractor will provide training in equal employment, anti-discrimination, and accommodations for persons with disabilities to all Contractor employees, independent contractors, subcontractors, agents, and other individuals who will perform the Services.

(g) Contractor agrees not to assign to Brookfield Zoo Chicago any Contractor representative whose background information indicates he or she could reasonably pose a risk to the reputation of Brookfield Zoo Chicago or a threat to the safety of its staff, animals, or visitors. In fulfillment of this commitment, Contractor shall conduct a thorough county and national criminal background check and a check of the national sex offender registry for all addresses, states and counties within which any Contractor representative has resided during the seven years prior to such assignment and assess the results to determine whether such Contractor’s representative’s record would disqualify him or her from assignment to the Society under the terms of this provision based on the job to be performed.

Contractor agrees to provide proof of compliance with this provision by Contractor or any subcontractor, agent, or other individual or entity upon request of Brookfield Zoo Chicago, providing a copy of invoice(s) billed by the background check firm confirming the Contractor Representative's name and date and type(s) of background check(s) conducted. Contractor agrees to comply and to have all Contractor representatives comply with all applicable Laws regarding the collection and use of any background information. Contractor further agrees to defend, indemnify and hold harmless Brookfield Zoo Chicago from and against any costs, losses, claims, suits, proceedings, damages or liabilities to which it may be or become subject (including, without limitation, reimbursement for any legal and other expenses incurred by Brookfield Zoo Chicago ) in connection with the investigation and defense of any such costs, losses, claims, suits, proceedings, damages or liabilities) that arise out of or are based upon or relate to Contractor’s failure to comply with its obligations under this Section 1.3(g).

(h) Brookfield Zoo Chicago is licensed for any music included in the Broadcast Music, Inc.

(BMI) database of licensed music and the American Society of Composers, Authors and Publishers (ASCAP) database of licensed music. If applicable, the contractor will only play music which is included in the BMI or ASCAP database of licensed music.

2.0 COMPENSATION

2.1 Contractor Fees

In consideration of performance of the Services, Brookfield Zoo Chicago shall pay Contractor fees referenced in Attachment B.

2.2 Supplies and Equipment

Contractor shall provide, at Contractor’s sole cost and expense, all supplies and equipment necessary to perform the Services except for:

Click here to enter description of any supplies or equipment to be provided by the Zoo.

2.3. Expenses

Contractor will be solely responsible for the payment of all expenses incurred by Contractor in performing the Services, unless otherwise specifically agreed to by the parties in writing.

3.0 INVOICE SUBMISSION

In order to receive payment pursuant to Paragraph 2.1 above, Contractor shall submit a detailed, itemized, and signed invoice on a Click here to enter an invoice period. basis, as appropriate. Such invoices shall, at a minimum, list: (a) the date(s) the Services were performed, (b) time spent in completing the Services and c) a description of the specific Services performed. All invoices for payment under this Agreement must be submitted no later than fifteen (15) days following the month in which the Services billed were performed.

4.0 TERMINATION OF AGREEMENT

4.1. Automatic Termination

This Agreement and the parties' obligations hereunder shall terminate upon Contractor's satisfactory completion of the Services and receipt of payment for such Services or on the expiration date set forth in Paragraph 1.2, whichever is earlier.

4.2. Termination by Notice

Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with written notice of termination. For termination without cause, either Party shall deliver written notice to the other Party at least fifteen (15) days prior to the effective date of such termination and Brookfield Zoo Chicago shall pay Contractor all monies due under this Agreement for services rendered up to the date of termination. If either Party fails to perform any Services or fails to perform Services in a timely and/or satisfactory manner the other Party may terminate this Agreement effective upon written notice. In the event of a termination pursuant to this Paragraph 4.2, with or without cause, the obligations of both parties under this Agreement shall terminate (unless expressly stated otherwise); provided, Contractor shall be obligated to return to Brookfield Zoo Chicago any prepayment amounts delivered to

Contractor that are applicable to time periods after the termination date.

5.0. RELATIONSHIP OF PARTIES

Brookfield Zoo Chicago and Contractor agree that Contractor is retained and shall act at all times as an independent contractor and is not an employee or agent of Brookfield Zoo Chicago. Nothing in this Agreement is intended, nor shall be construed to create or constitute, an employment, agency, joint venture, partnership, or other relationship between Brookfield Zoo Chicago and Contractor or any of Contractor’s agents, employees, or subcontractors. Accordingly, Contractor shall be responsible for payment of all taxes, licenses, fees, and/or any required legal reporting arising out of Contractor’s activities and receipt of fees pursuant to this Agreement, including but not limited to federal and state income tax, Social Security tax, unemployment insurance taxes, workers' compensation insurance, and other taxes, business license fees, and/or reporting as required.

6.0 CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY

6.1 Confidential Information

Contractor acknowledges and agrees that, during the course of performing the Services, Contractor and Contractor’s employees, agents and representatives may have access to or learn confidential information concerning Brookfield Zoo Chicago which is not generally known by or available to the public and that the Zoo would suffer damages and, in some instances, irreparable harm, if such Confidential Information were subject to unauthorized use or disclosure. For purposes of the Agreement, Confidential Information includes, but is not limited to data, materials, files, correspondence, plans, designs, and ideas of Brookfield Zoo Chicago, membership and donor information, animal management information and records, scientific research, personal identifying information concerning Brookfield Zoo Chicago’s personnel, information concerning Brookfield Zoo Chicago’s Board of Trustees and its activities, financial records, and other information of a non-public and proprietary nature.

Contractor agrees to safeguard and maintain the confidentiality of all Confidential Information to which the Contractor or Contractor’s representatives have access to or receive during or after the termination of its relationship with Brookfield Zoo Chicago and to take steps to notify Contractor’s representatives of their obligations regarding confidentiality and obligations for protection of confidential data. Contractor agrees to notify Brookfield Zoo Chicago immediately in the event of any unauthorized use or disclosure of any Confidential Information. Contractor further agrees to defend, indemnify and hold harmless the Zoo from and against any costs, losses, claims, suits, proceedings, damages or liabilities to which it may be or become subject (including, without limitation, reimbursement for any legal or other expenses incurred by Brookfield Zoo Chicago in connection with the investigation and defense of any such costs, losses, claims, suits, proceedings, damages or liabilities) that arise out of or are based upon or relate to Contractor’s or any Contractor’s representative’s negligent, intentional or unintentional use, misuse or unauthorized disclosure of any Confidential Information.

6.2 Intellectual Property

It is expressly understood that any intellectual property rights, information and data to which Contractor or any Contractor representative is given access, or which is made available to Contractor or any Contractor representative, or which is created as a result of Contractor’s performance under this Agreement remain the sole and exclusive property of Brookfield Zoo Chicago, and, if requested by Brookfield Zoo Chicago, shall be assigned to Brookfield Zoo Chicago by Contractor. Such information may not be disclosed, used or cited by Contractor for any reason without the express written consent of the Director of the Zoo.

7.0 TRANSFER AND ASSIGNMENT

The parties hereto acknowledge that the rendering of the Services are not appropriate for transfer or assignment, and thus neither Party may sell, assign, transfer, or otherwise encumber its rights, duties or obligations imposed under this Agreement without the prior written consent of the other Party.

Contractor may not assign or transfer its right to receive compensation due hereunder separate or apart from its obligations to complete the Services.

8.0 INDEMNIFICATION

8.1 Except as provided in Subsection 8.2 below, Contractor agrees to indemnify, defend and hold Brookfield Zoo Chicago and Forest Preserve District of Cook County (as owner of the improvements and land comprising the Brookfield Zoo), including their respective directors, officers, agents, employees affiliates, harmless against any claims, losses, liabilities or costs (including, without limitation, reasonable legal fees and expenses) arising out of this Agreement or based upon Contractor's or any of Contractor's representative's performance of the Services, including but not limited to any claims, losses, liabilities or costs whatsoever of any Contractor representative, or by any other individual based on any act by Contractor or any Contractor representative.

In any and all claims against Brookfield Zoo Chicago or Forest Preserve District of Cook County, including their respective directors, officers, agents, employees affiliates, by any Contractor representative anyone directly or indirectly employed by the Contractor or anyone for whose acts the Contractor may be liable, the indemnification obligation under this Section 8.0 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor under worker’s or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

8.2 Brookfield Zoo Chicago agrees to indemnify, defend and hold Contractor and Contractor’s representatives, harmless against any claims, losses, liabilities or costs (including, without limitation, reasonable legal fees and expenses) arising out of this Agreement, based upon the Brookfield Zoo Chicago’s breach or default of any of its obligations under this Agreement.

9.0 INSURANCE

Contractor agrees that it will not allow any Contractor representative to come onto Brookfield

Zoo Chicago property in order to perform the Services without first ensuring that such person(s) is covered by the same minimum limits as outlined below. Contractor shall carry at its sole expense, during the term of this Agreement, the minimum insurance coverage set forth below. All insurance policies shall be issued by a carrier with a current A.M. Best Company rating of at least A:VII and satisfactory to Brookfield Zoo Chicago:

Commercial General Liability

Each occurrence ............................................................................................................ $1,000,000 General Aggregate (other than Products/Completed Operations) ................................ $1,000,000 Products/Completed Operations Aggregate with contractual indemnity coverage ...... $1,000,000

Worker’s Compensation as required by applicable State Law

Employer's Liability (Coverage B) in the minimum amount of $ 1,000,000 Each Accident/ $1,000,000 Each Employee-Disease/ $ 1,000,000 Policy Limit-Disease.

Automobile Liability insurance, including bodily injury and property damage coverage of at least $1,000,000 combined single limit on vehicles owned or hired by Contractor.

All insurance policies required above shall contain a waiver of subrogation in favor of Brookfield

Zoo Chicago and Forest Preserve District of Cook County, including all of the officers, directors, agents and employees of same and the insurance policies required shall name Brookfield Zoo Chicago and the Forest Preserve District of Cook County as additional insured to the full extent of the risks included within the release, defense and indemnity obligations assumed by Contractor hereunder. The additional insured status in favor of Brookfield Zoo Chicago and the Forest Preserve District of Cook County shall be effective even if the release, defense and indemnity obligations of Contractor are unenforceable.

Brookfield Zoo Chicago and the Forest Preserve District of Cook County are included as

Additional Insureds as respects all policies (except Workers’ Compensation and employer’s liability), but only for liability arising out of the operations of the Contractor. This insurance is Primary and Non- Contributory over any existing insurance and limited to liability arising out of the operations of the Contractor.

The insurance policies required to be maintained by the Contractor hereunder shall include provisions to the effect that: (i) the policy shall not be subject to cancellation, material change or restriction or reduction of coverage or limits except upon not less than thirty (30) days written notice to Brookfield Zoo Chicago ; (ii) the insurer shall promptly notify Brookfield Zoo Chicago within 10 days in the event of default in payment of any premium or installment thereof, (iii) the policy shall contain a severability of interests clause in favor of Brookfield Zoo Chicago ; (iv) the insurance is primary and not excess, contributory or contingent; and (v) Contractor, and not Brookfield Zoo Chicago, shall be responsible for paying all deductibles/retentions and premiums under such insurance policies.

Contractor agrees to furnish to Brookfield Zoo Chicago, prior to the commencement of the Work, insurance certificates(s) reflecting Contractor’s compliance with the requirements of this Article.

The insurance described herein shall remain in effect for all of the respective insured’s, including additional insured’s, following any termination of this Agreement with respect to any occurrence, act or omission that occurred or may have occurred at any time prior to such termination. Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement.

10.0 MINORITY-OWNED, WOMEN-OWNED, AND DISADVANTAGED BUSINESS

ENTERPRISES.

Brookfield Zoo Chicago takes affirmative steps to ensure that certified minority-owned business enterprises (MBEs), women-owned business enterprises (WBEs), and disadvantaged business enterprises (DBEs) are afforded opportunities to compete for and participate in providing good and services. If Contractor is an MBE, WBE, or DBE that has been properly certified by one of the agencies or programs listed below, or is employing or otherwise utilizing an MBE, WBE or DBE in performance of the Services, Contractor will provide proof of such Certification in a form satisfactory to the Society with the signed agreement:

a. City of Chicago, National Minority Supplier Development Council Affiliates (NMSDC)

b. Chicago Minority Business Development Council (CMBDC)

c. State of Illinois-Department of Transportation (IDOT)

d. Small Business Administration (SBA-8A)

e. Illinois Unified Certification Program

f. The Women's Business Development Center

g. Certification by Cook County Dept. of Contract Compliance as a Minority and/or Woman-

Owned Business Enterprise (MBE/WBE).

11.0 NOTICES

All notices, requests, demands and other communications hereunder (“Notice”), whether or not so stated in the provisions of this Agreement, must be in writing and addressed to the party’s duly authorized representative identified below. Notice may be sent by mail, overnight carrier (UPS, FedEx, etc.) or by e-mail.

To Contractor:

Click here to enter Contractor Name Attn: Click here to enter Contractor Attn:

Click here to enter Contractor Address

Click here to enter Contractor City, State, Zip

To Brookfield Zoo Chicago:

Chicago Zoological Society

Attn: Click here to enter Name of Supervisor Responsible for Contract 3300 Golf Road Brookfield, IL 60513

Any Notice required herein shall be deemed to be given or made only if sent by hand or nationally recognized courier service, with delivery evidenced by a written receipt, or by certified or registered mail, return receipt requested and postage and registry fees prepaid. A Notice sent by certified or registered mail shall be deemed to be given on the 3rd business day after mailing. All other Notices shall be deemed given when received. A Notice sent via e-mail shall include a Request for Delivery Receipt and shall be deemed to be given on the day said Receipt was received.

12.0 GOVERNING LAW

The provisions of this Agreement shall be construed in accordance with the law of the State of Illinois, without regard to the laws or conflict of law rules of any other jurisdiction where Contractor may reside or perform the Services or where any violation of this Agreement occurs. Any suit, action, or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Cook County, Illinois and Brookfield Zoo Chicago and Contractor hereunder submit to personal jurisdiction in the State of Illinois and to venue in such courts.

13.0 SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain if full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. This Agreement supersedes and shall control over any other previous agreement(s) between the parties.

14.0 TIME OF ESSENCE

With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

15.0 COMPLIANCE WITH LAWS

The Contractor agrees to be bound by and, at its own cost, comply with all applicable federal, state, and local laws, ordinances and regulations (collectively, “Laws”) , including, but not limited to, equal employment opportunity, minority business enterprise, women’s business enterprise, and disadvantaged business enterprise laws, prevailing wage, anti-kickback and environmental laws. The Contractor agrees that it has read, is familiar with, and will comply with the Forest Preserve District of Cook County’s Code of Ethical Conduct.

The Contractor’s liability to Brookfield Zoo Chicago and the Forest Preserve District of Cook

County under this Agreement for all loss, cost and expense attributable to any acts of commission or omission by the Contractor and Contractor’s representatives, resulting from the failure to comply with the Laws, shall include but not be limited to, any fines, penalties or corrective measures.

16.0 COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement.

[signatures appear on next page]

Chicago Zoological Society*: Contractor: Click to enter Contractor Name

By:

Title: __

OFFICE USE ONLY:

Agreement prepared by:

Click to enter Name of Person who Prepared Contract

Supervisor responsible for contract:

Click here to enter Name of Supervisor

Charge # and Authorized Purchaser Initials:

Click here to enter Charge Number

STAMPS LAST PAGE ONLY

ATTACHMENT A

DUTIES OF CONTRACTOR

Contractor will perform the following services (the "Services"):

Click here to insert detailed description of services to performed.

ATTACHMENT B

FEE SCHEDULE

Payments will be made upon receipt of properly completed and authenticated invoices. Total compensation for full performance of the Services shall not exceed Click here to enter total dollar amount of contract $. regardless of the actual expenditures of time or money made by Contractor in performing the Services. If Brookfield Zoo Chicago requests additional services not contemplated or described herein, Contractor shall inform Brookfield Zoo Chicago of the cost to complete such services and receive written direction thereafter from Brookfield Zoo Chicago to complete such services in order to receive compensation therefor.

Click here to insert detailed Contractor Fee Schedule.

Attachment E MBE/WBE Participation and Utilization Affidavit

Project Name: _________________________________CZS Contract No. _____________

I hereby declare and affirm that I am the (Title) ________________ and duly authorized representative of (Contractor) ________________________________ whose address is ____________________________ in the City of ________________ State of ________ and that I have reviewed the material and facts submitted regarding MBE/WBE participation for the above-referenced Contract, including the following statement of the extent to which MBE/WBE firms will participate in this Contract if awarded to this firm as the Selected Contractor for the Project.

The Selected Contractor may count toward its MBE/WBE goal, work it performs in its area of certification, if it is a certified MBE and/or WBE and/or a portion of the total dollar value of a contract with subcontractor’s, suppliers of commodities and/or services directly provided for this project as approved by the Chicago Zoological Society – Brookfield Zoo and/or its designated representative. CZS aspires to meet 24% MBE and 10% WBE participation.

Company name of

MBE/WBE

Type of work MBE Participation WBE Participation

TOTAL $ % $ %

Please provide a copy of current Letter(s) of Certification.

If MBE/WBE contractor and/or subcontractor(s) will not be sub-subcontracting any of the work described herein, a zero (0) must be filled in each blank line above.

The undersigned will enter into an agreement for the above work with their subcontractors, conditioned upon its execution of a contract with the Chicago Zoological Society – Brookfield Zoo.

By: ___________________________________________ _________________ Signature of Prime Contractor, Bidder and/or Vendor Date

Printed Name

BZC RFP Attachment F

Responsible Bidder Affidavit of Compliance

Project: _____________________________________________________________________

Contract Number: _____________________________

Business Name: ______________________________________________________________

Business Address: ____________________________________________________________

Contact Person: ______________________________________________________________

Phone: ______________________________________

E-mail: ______________________________________ Fax: ___________________________

Contractor and all subcontractors shall complete this Affidavit of Compliance (“Affidavit”) and submit supporting documentation as required pursuant to An Ordinance Establishing Responsible Bidder Requirements on Public Works Projects (Sec. 1-8-2(S)). Contractor and all subcontractors must submit this Affidavit and all related evidence with its bid. Contractor shall be responsible for providing this Affidavit to all subcontractors who will perform work on the project. Failure to comply with all submission requirements may result in a determination that the Contractor is not a responsible bidder.

For the remainder of this Affidavit, “Contractor” refers to the general Contractor and all subcontractors. Each item must be answered. If the question is not applicable, answer “NA.” If the answer is none, answer “none.”

The certifications set forth in this Affidavit and all documents attached hereto shall become a part of any Contract awarded to the Contractor. Furthermore, Contractor shall comply with these certifications during the term and/or performance of the Contract.

The undersigned _____________________, as ____________________ and on behalf (Name) (Title) of ___________________________ having been duly sworn under oath certifies that:

(Contractor)

COMPLETION OF THIS FORM IS REQUIRED BY CONTRACTOR

AND ALL SUB-CONTRACTORS

Business Organization

The form of business organization of the Contractor is (indicate the state and date of incorporation if applicable):

__________________________________________________________ Are you Authorized to do business in…