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HomeMy WebLinkAbout08-267 Resolution No. 08-267 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH TRANE U.S., INC. FOR PROGRAMMING OF THE HVAC CONTROL SYSTEM AT THE POLICE FACILITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, and Diane Robertson, City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Trane U.S.,Inc. for programming of the HVAC control system at the police facility,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: November 5, 2008 Adopted: November 5, 2008 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk CITY OF ELGIN AGREEMENT WITH TRANE U.S., INC. FOR PURCHASE OF BUILDING AUTOMATION SERVICES AT THE CITY OF ELGIN POLICE FACILITY THIS AGREEMENT is made and entered into this a gn day of October, 2008 by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois, and Trane Chicago, incorporated in the State of De It 'a- and having a principal place of business at 7100 South Madison,Willowbrook,Illinois. ("the CONTRACTOR"). ARTICLE I. DEFINITION. "THIS CONTRACT"as used herein shall mean this Agreement,the Request for Proposals (RFP) including all documents referenced therein and the Contractor's Proposal response dated July 3,2008(Opp Id: 679013)(Proposal)thereto incorporated by reference herein and made a part hereof. The CONTRACTOR agrees to provide the goods and/or services all in accordance with the RFP and CONTRACTOR'S Proposal. In the event there is a conflict between this Agreement and the Proposal documents, this Agreement shall supersede this Agreement. ARTICLE II. DURATION AND SCHEDULE. The CONTRACTOR shall commence the performance of THIS CONTRACT upon receipt of a fully executed Contract from the City. The work shall be complete when the CONTRACTOR has provided,delivered and installed the Building Automation Equipment and Programming requested by the CITY. CONTRACTOR shall complete the delivery and installation of the Building Automation Equipment and Programming on or before Dec. 31, 2008. Compensation to the CONTRACTOR shall be in the amount of eighteen thousand six hundred ninety six dollars ($18,696.00). Such compensation shall be paid to the CONTRACTOR within thirty(30)days following CONTRACTOR'S completion of its work and the system being testing and operational. ARTICLE III. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a)any material misrepresentation made by the CONTRACTOR to the CITY,b)any failure by the CONTRACTOR to perform any of its obligations under THIS CONTRACT including, but not limited to, the following: (i)failure to commence performance of THIS CONTRACT at the time specified in THIS CONTRACT due to a reason or circumstance within the CONTRACTOR'S reasonable control, (ii) failure to perform THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of THIS CONTRACT within the specified time due to a reason or circumstance within the CONTRACTOR's reasonable control, (iii) failure to perform THIS CONTRACT in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of THIS CONTRACT,including,but not limited to the Affirmative Action requirements,and(vi) any other acts specifically and expressly stated in THIS CONTRACT as constituting a basis for termination for cause. The CITY may terminate THIS CONTRACT for its convenience upon fourteen (14) days prior written notice. ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR for goods or services,the CITY may keep for its own the whole or any part of the amount for expenses,losses and damages as directed by the Purchasing Director, incurred by the CITY as a consequence of procuring goods or services as a result of any failure,omission or mistake of the CONTRACTOR in providing goods or services as provided in THIS CONTRACT. ARTICLE V. GOVERNING LAWS AND ORDINANCES. This CONTRACT is made subject to all the laws of the State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances,such clause shall be void(the remainder of the contract shall not be affected) and the laws or ordinances shall be operative in lieu thereof. ARTICLE VI. AFFIRMATIVE ACTION. The CONTRACTOR 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. The contractor will take affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment,screening,referral and selection of job applicants and prospective subcontractors. ARTICLE VII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLE VIII. AMENDMENTS. There shall be no modification of the CONTRACT,except in writing and executed with the same formalities of the original. ARTICLE IX. NOTICES. Any notice given under this CONTRACT shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered,return receipt requested, addressed, if to CONTRACTOR, at the address set forth above to the attention of the project manager or undersigned representative, and if to the City, to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE X. INDEMNIFICATION. To the fullest extent permitted by law,Contractor agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims,suits,judgments,costs,attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Contractor or Contractor's officers, employees, agents or subcontractors in the performance of this agreement,including but not limited to,all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents,boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 2 ARTICLE XI. PUBLICITY. The CONTRACTOR 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 CITY. ARTICLE XII. APPROPRIATIONS. The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the CONTRACT, sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CONTRACT shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination. ARTICLE XIII. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT it is expressly agreed and understood that in connection with the performance of this CONTRACT that the CONTRACTOR shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this CONTRACT shall be legal residents of the United States. CONTRACTOR shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work,and/or the products and/or services to be provided for in this CONTRACT. The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. ARTICLE XIV. WARRANTY. CONTRACTOR shall and hereby does include a one (1) year parts and labor warranty on all of the labor and products to be provided as part of this CONTRACT. Such one (1) year warranty shall be from the date of installation by the CONTRACTOR. CONTRACTOR shall correct at its sole cost any defects in any parts or labor provided pursuant to this CONTRACT. ARTICLE XV. ENTIRE AGREEMENT. This CONTRACT embodies the whole agreement of the parties. There shall be no promises,terms,conditions or obligations other than those contained therein; and this agreement shall supersede all previous communications, representations, or agreements, either verbal or written,between the parties. The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR contractual and has been authorized to execute THIS CONTRACT on its behalf. SIGNATURE PAGE FOLLOWS 3 IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRA py CITY OF ELGIN By By ` _ ± Name and Title Olufemi 'larin 01.sreti "t tL City Mana:- FEIN NO. 15-- a9oo 'E(0S Acknowledged and proceeding but only in accordance with'Franc Proposal dated, Tot..' 3 Zone . F:\Legal Dept\forms\Bid Doc-Agreement-TraneBuildingServices-HVAC programming.doc 4 City of Elgin Law Summit programming 2008 Opp Id:679013 Trane Chicago TRA 7100 South Madison Willowbrook, IL 60527-5505 Building Services Phone: (630) 734-6165 Fax: (630) 323-7480 July 3, 2008 Richard Hoke Site Address: Building Maintenance Superintendent Elgin City of City of Elgin 150 Dexter Court 150 Dexter Court ELGIN, IL 60120 U.S.A. Elgin, IL 60120 USA Attention: Richard Hoke Project Name: City of Elgin Law Summit programming 2008 Trane Chicago is pleased to offer you this proposal. Services will be performed using Trane's Exclusive Service Procedure to ensure you get full benefit of our extensive service experience, coupled with the distinct technical expertise of an HVAC Equipment manufacturing leader. Our innovative procedure is environmentally and safety conscious, and aligns expectation of work scope while providing efficient and productive delivery of services. Equipment List Equipment Manufacturer Area Served Model Number Serial Number Trane Summit Trane Building BMTS/BMTW Scope of Service • Program 2 supply fans to run in at the same frequency while maintaining the required static pressure • Program the minimum cooling CFM on all VAV boxes 10% higher than currently set • Write a user adjustable discharge air reset program for the 2 air handlers • Program the Summit for Critical Zone Reset static control • Provide 1 MP581 to be mounted and wired by City of Elgin • Program MP581 to control 4 VFD's for 2 exhaust fans and 2 hot water pumps • Program existing UPCM in penthouse to read customer supplied and installed DP transducer • Program chiller plant to control existing chillers and pumps and valves ©2008 Trane All rights reserved Page 1 of 3 Q Trane Service Quote City of Elgin Law Summit programming 2008 Opp Id:679013 Total Price $18,696.00 Notes: 1. Applicable taxes are not included and will be added to the invoice. 2. Any service not listed is not included. 3. Work will be performed during normal Trane business hours. Thank you for giving us this opportunity. If you have any questions or concerns, please call me at (630) 734-6165. Sincerely, Ed Harding Account Executive Trane This proposal is valid 30 days from July 03, 2008. This agreement is subject to the attached Trane Terms and Conditions. SUBMITTED BY: Ed Harding Proposal Date: July 03, 2008 _Ed Harding Account Executive CUSTOMER ACCEPTANCE Authorized Representative Printed Name Title Purchase Order Acceptance Date ©2008 Trane All rights reserved Page 2 of 3 Trane Service Quote City of Elgin Law Summit programming 2008 • Opp Id: 679013 Trane Service Terms and Conditions Should Trane become aware of or suspect the presence of Hazardous Materials,Trane may immediately stop work in the affected area and shall notify Customer. Customer For Services performed in the United States,"Trane"shall mean Trane U.S.Inc. will be responsible for taking any and all action necessary to correct the condition in For Services performed in Canada,"Trane"shall mean Trane Canada Co.,except accordance with all applicable laws and regulations. Customer shall be exclusively where the context provides otherwise. responsible for any claims,liability,fees and penalties,and the payment thereof,arising out of or relating to any Hazardous Materials on or about the premises,not brought onto Trane's Services are furnished pursuant to and subject to the following terms and the premises by Trane. Trane shall be required to resume performance of the services conditions,except for any Services that are the subject of a pre-existing valid only when the affected area has been rendered harmless. written agreement currently in effect between Trane and Customer,in which case 6. Insurance. Trane maintains insurance in the following minimum amounts during the such written agreement shall apply. Term:Commercial General Liability--$1,000,000 per occurrence;Automobile Liability -- $1,000,000 CSL; Workers Compensation -- Statutory Limits. If Customer has 1. Acceptance. A proposal made upon these terms is subject to acceptance within requested to be named as an additional insured under Trane's insurance policy,Trane thirty days from date and the prices are subject to change without notice prior to will do so but only to the extent of Trane's indemnity assumed under the indemnity acceptance by Customer. If your order is an acceptance of a written proposal,on a form provision contained herein. Trane does not waive any rights of subrogation. provided by Trane,without the addition of any other terms and conditions of sale or any 7. Performance and Event of Force Majeure. Services will be performed during other modification,this document shall be treated solely as an acknowledgment of such normal working hours with any overtime or emergency labor billed separately,unless order, subject to credit approval. If your order is not such an acceptance, then this otherwise agreed to in writing. Duty to perform under this agreement and the price document is Trane's offer,subject to credit approval,to provide the Services solely in hereof are subject to the approval of Trane's credit department and is also contingent accordance with the following terms and conditions of sale. If we do not hear from you upon the non-occurrence of an Event of Force Majeure. Upon disapproval of the credit within two weeks from the date hereof, Trane shall rely upon your silence as an department,Trane may delay performance or,at its option, renegotiate prices,terms acceptance of these terms and conditions and performance will be made in accordance and conditions with the Customer. If Trane and Customer are unable to agree on such herewith. Customer's acceptance of Services by Trane on this order will in any event revisions,this agreement shall be canceled without any liability,other than Customer's constitute an acceptance by Customer of these terms and conditions. obligation to pay for services rendered by Trane to the date of cancellation. If Trane 2. Payment and Taxes. Payment is due upon receipt of Trane's invoice. Trane shall be unable to carry out any material obligation under this Agreement due to an reserves the right to add to any account outstanding for more than 30 days a service Event of Force Majeure,this Agreement shall at Trane's election(i)remain in effect but charge equal to the lesser of the maximum allowable legal interest rate or 1.5%of the Trane's obligations shall be suspended until the uncontrollable event terminates or(ii) principal amount due at the end of each month. In addition to the stated Service Fee, be terminated upon ten(10)days notice to Customer,in which event Customer shall pay Customer shall pay all taxes not legally required to be paid by Trane or,alternatively, Trane for all parts of the Work furnished to the date of termination. An"Event of Force shall provide Trane with acceptable tax exemption certificates. Customer shall pay all Majeure"shall mean any cause or event beyond the control of Trane. Without limiting costs(including attorneys'fees)incurred by Trane in attempting to collect amounts due. the foregoing,"Event of Force Majeure"includes:acts of God;acts of terrorism,war or Any after-hours services shall be billed according to then prevailing overtime or the public enemy;flood;earthquake;tomado;storm;fire;civil disobedience;pandemic emergency rates. insurrections;riots;labor disputes;labor or material shortages;sabotage; restraint by 3. Warranties. (a)parts provided hereunder shall have such warranties(in scope and court order or public authority(whether valid or invalid),and action or non-action by or duration)as are extended to Trane by the respective manufacturer or supplier,including inability to obtain or keep in force the necessary governmental authorizations,permits, Trane's central parts distribution organization,and,if a part provided and installed by licenses,certificates or approvals if not caused by Trane. Trane is proven to be defective while under such warranty,Trane will provide labor to 8. General. This agreement contains all of the agreements, representations and install the replacement part within ninety(90)days from completion of the Services or understandings of the parties and supersedes all previous understandings, start-up of the equipment, whichever occurs later;and(b)labor is warranted to have commitments or agreements,oral or written,related to the subject matter hereof. If any been properly performed for a period of ninety(90)days from completion or start-up of part of this agreement is deemed to be unlawful, invalid, void or otherwise the equipment, whichever occurs later, and Trane's obligation under this warranty is unenforceable,the rights and obligations of the parties shall be reduced only to the limited to correcting any improperly performed labor. THE WARRANTY AND extent required to remove the invalidity or unenforceability. Customer may not assign, LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER transfer,or convey this agreement,or any part hereof,without the written consent of WARRANTIES AND LIABILITIES,WHETHER IN CONTRACT OR IN NEGLIGENCE, Trane. Subject to the foregoing,this agreement shall bind and inure to the benefit of the EXPRESS OR IMPLIED,IN LAW OR IN FACT,INCLUDING IMPLIED WARRANTIES parties hereto and their permitted successors and assigns. No modifications,additions OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS or changes may be made to this agreement except in a writing signed by Trane. FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TRANE BE LIABLE FOR 9. Equal Employment Opportunity/Affirmative Action Clause. Trane is a federal ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT contractor which complies fully with Executive Order 11246, as amended, and the LIMITATION LOST REVENUE OR PROFITS), OR PUNITIVE DAMAGES. NO applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS OF Section 793 and the applicable regulations contained in 41 C.F.R.Part 60-741;and 38 PURPOSE IS MADE REGARDING PREVENTION BY THE SCOPE OF SERVICES, U.S.C.Section 4212 and the applicable regulations contained in 41 C.F.R.Part 60-250 OR ANY COMPONENT THEREOF, OF MOLD, FUNGUS, BACTERIA,MICROBIAL in the United States and with Canadian Charter of Rights and Freedoms Schedule B to GROWTH,OR ANY OTHER CONTAMINATES. TRANE SPECIFICALLY DISCLAIMS the Canada Act 1982(U.K.)1982,c.11 and applicable Provincial Human Rights Codes ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS and employment law in Canada, USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. 10. U.S.Government Contracts. The following provision applies only to direct 4. Indemnity and Liability. Trane shall indemnify, defend and hold Customer sales by Trane to the US Government. The Parties acknowledge that all items or harmless from any and all claims, actions, costs, expenses, damages and liabilities, services ordered and delivered under this Agreement/Purchase Order are Commercial including reasonable attorneys'fees,resulting from death or bodily injury or damage to Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In real or personal property, to the extent caused by the negligence or misconduct of particular, Trane agrees to be bound only by those Federal contracting clauses that Trane,and/or its employees or agents. The duty to indemnify will continue in full force apply to"commercial"suppliers and that are contained in FAR 52.212-5(e)(1). Trane and effect,notwithstanding the expiration or early termination hereof,with respect to any complies with 52.219-8 or 52.219-9 in its service and installation contracting business. claims based on facts or conditions that occurred prior to expiration or termination. The following provision applies only to indirect sales by Trane to the US Trane is not liable for any claims,damages,losses,or expenses,arising from or related Government. As a Commercial Item Subcontractor,Trane accepts only the following to conditions that existed in,on,or upon the premises before the Commencement Date mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; of this Agreement ("Pre-Existing Conditions"), including, without limitation, damages, 52.222-39; 52.247-64. If the Work is in connection with a U.S.government contract, losses,or expenses involving Pre-Existing building envelope issues,mechanical issues, Customer agrees and hereby certifies that it has provided and will provide current, plumbing issues,and/or indoor air quality issues involving mold and/or fungi. Trane also accurate,and complete information,representations and certifications to all government is not liable for any claims,damages,losses,or expenses,arising from or related to work officials, including but not limited to the contracting officer and officials of the Small done by or services provided by individuals or entities that are not employed by or hired Business Administration,on all matters related to the prime contract,including but not by Trane. NOTWITHSTANDING ANY CONTRARY PROVISION,TRANE SHALL NOT limited to all aspects of its ownership, eligibility, and performance. Anything herein BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF notwithstanding,Trane will have no obligations to Customer unless and until Customer ANY NATURE(INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS), provides Trane with a true,correct and complete executed copy of the prime contract. WHETHER CLAIMED UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT Upon request, Customer will provide copies to Trane of all requested written LIABILITY OR ANY OTHER LEGAL THEORY OR FACTS. IN NO EVENT SHALL communications with any government official related to the prime contract prior to or TRANE BE LIABLE FOR ANY DAMAGES RESULTING FROM MOLD, FUNGUS, concurrent with the execution thereof,including but not limited to any communications BACTERIA,MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE related to contractor's Customer's ownership, eligibility or performance of the prime BIOLOGICAL AGENTS. contract. Customer will obtain written authorization and approval from Trane prior to 5. Asbestos and Hazardous Materials. Trane's services expressly exclude any providing any government official any information about Trane's performance of the identification,abatement,cleanup,control,disposal, removal or other work connected work that is the subject of this offer or agreement, other than this written offer or with asbestos or other hazardous materials(collectively,"Hazardous Materials"). agreement. 1-10.48(0208) Supersedes 1-10.48(1107) ©2008 Trane All rights reserved Page 3 of 3 Trane Service Quote „„ October 2, 2008 TO: Mayor and Members of the City Council ikaiL FROM: Olufemi Folarin, City Manager `, Rich Hoke, Building Maintenance Superintendent SUBJECT: HVAC Controls Programming for the Police Facility PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to award a contract for programming of the HVAC control system for the Police Facility. RECOMMENDATION It is recommended that the City Council award a contract to Trane Chicago of Willowbrook, IL for programming of the HVAC control system at the Police Facility in the amount of$18,696. BACKGROUND Due to a number of issues maintaining proper air balance and temperature control within the HVAC equipment at the Police Facility, an engineer was hired to evaluate the current system and recommend solutions for the problem. After the evaluation was completed, a list of recommendations was prepared by the City's consultant, Consolidated Consulting Engineers. Many of the items from the list, such as replacement of valves and the installation of new variable frequency drive units for pumps and fan motors, are being installed by Building Maintenance staff. In order for any of the modifications to work properly, several programming changes will be required to the Trane building automation system. The programming is beyond the current capabilities of staff and, therefore, it is recommended that the City contract with Trane to complete this programming. Trane is the system manufacturer and most qualified to provide this service. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None f r HVAC Controls Programming for the Police Facility October 2, 2008 Page 2 FINANCIAL IMPACT The cost of the contract with Trane Chicago will total $18,696. Funding for this project is available in the Riverboat Fund, account number 275-0000-791.93-36 "Capital Additions- Buildings/Structures," project number 379570 Frequency Drive Repairs," ($26,100 budgeted and $18,744 available). LEGAL IMPACT This would be an exception to the procurement ordinance which is allowed under the procurement code. A two-thirds vote is required for approval. ALTERNATIVES 1. The City Council may choose to award the contract to Trane Chicago of Willowbrook, IL in the amount of$18,696. 2. The City Council may choose not to award the contract to Trane Chicago of Willowbrook, IL in the amount of$18,696. Respectfully submitted for Council consideration. RH