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HomeMy WebLinkAbout10-206 Resolution No. 10-206 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH HAMPTON, LENZINI AND RENWICK, INC. FOR GRANT WRITER PROGRAM SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, 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 Hampton,Lenzini and Renwick, Inc. for grant writer program services,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presen ted: November 3, 2010 Ado;':cd: November 3, 2010 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk AGREEMENT THIS AGREEMENT is hereby made and entered into this 3rd day of November, 2010, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as "CITY") and Hampton, Lenzini and Renwick, Inc., an Illinois corporation (hereinafter referred to as "ENGINEER"). WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional services for a grant writer program to apply on behalf of the CITY for grants from various agencies for projects in the CITY's approved five-year capital plan as well as other programs and services that benefit the CITY (herein referred to as the"PROJECT"); and WHEREAS, the ENGINEER represents that it is in compliance with Illinois Statutes relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, for and in consideration of the mutual undertaking as contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is hereby agreed by and between the CITY and the ENGINEER that the CITY does hereby retain the ENGINEER to act for and represent the CITY in the matters involved in the PROJECT as described herein, subject to the following terms and conditions and stipulations, to-wit: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the Public Services Director of the CITY,herein after referred to as the "DIRECTOR". B. After written authorization by the CITY, the ENGINEER shall provide consultation and application preparation assistance to the CITY for grants and low-interest-rate loans. These services will include serving as the CITY's consultant to identify opportunities for such funds, target specific grant programs, prepare the applications, and respond to requests for information from the grant/loan agency. 2. SCHEDULE The ENGINEER shall provide the services outlined in Exhibit A within a two-year timeframe following the entry into and execution of this Agreement. The ENGINEER shall submit to the DIRECTOR status reports every ninety (90) days providing a brief progress report identifying progress, findings and outstanding issues. 3. WORK PRODUCTS All work products prepared by the ENGINEER pursuant hereto including, but not limited to, applications, reports, designs, calculations, work drawings, studies, photographs, models, and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR, provided, however, that the ENGINEER may retain copies of such work products for its records. Such work products are not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.20]0.docx - 2 - on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the ENGINEER. 4. COMPENSATION TO THE ENGINEER The CITY will not be obligated to directly compensate the ENGINEER for the professional services described in Section 1, above, but as compensation for the performance of the described services, the CITY agrees to select the ENGINEER to perform the planning, designing, construction engineering services for any project for which outside funding is secured as a result of the ENGINEER'S grant-writing services. The form of any such future agreements between the CITY and the ENGINEER shall be as substantially set forth in this Agreement. Compensation to the ENGINEER and the professional services to be provided in any such future agreements is to be negotiated as part of such a separate agreement, and such separate agreements are subject to the parties agreeing on reasonable compensation to the ENGINEER and the Scope of Services to be provided. The fiscal year for the CITY is the 12 month period ending December 31. The obligations of the CITY to proceed with any project for which outside funding is secured as a result of the ENGINEER'S grant-writing services in connection with any such project to and contingent upon the appropriation of funds by the City Council of the City of Elgin for any such projects and for any such related agreements with the ENGINEER for such projects. Any other provisions in this Agreement to the contrary notwithstanding, any decision to undertake or proceed with any project shall be in the sole discretion of the CITY, and in no event shall the CITY be obligated to undertake or proceed with any project by virtue of the Agreement, regardless of whether the ENGINEER could secure or has secured grants or outside funding for such project, or whether additional funds are available for such project. 5. NON-EXCLUSIVITY This agreement shall not be exclusive. The CITY may enter into any agreements with any other entity regarding the subject matter hereof at any time and for any reason without liability to ENGINEER. The ENGINEER may enter into agreements with any other entity regarding the subject matter hereof at any time for any reason without liability to the CITY. 6. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time upon fifteen (15) days prior written notice to the ENGINEER. 7. TERM This Agreement shall have a two-year term commencing from the entry into and execution of the Agreement. 8. INTENTIONALLY OMITTED 9. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx - 3 - seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. Notwithstanding the foregoing, or anything else to the contrary in this Agreement, no action shall be commenced by the ENGINEER against the CITY for monetary damages. 10. INDEMNIFICATION To the fullest extent permitted by law, ENGINEER agrees to and shall indemnify, defend, and hold harmless the CITY, its officers, employees, agents, boards, and commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damages, or other relief, including but not limited to workers' compensation claims, in any way resulting from or arising out of negligent actions or omissions of the ENGINEER in connection herewith, including negligence or omissions of employees or agents of the ENGINEER arising out of the performance of this Agreement. In the event of any such 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. The provisions of this paragraph shall survive any completion, expiration and/or termination of this agreement. 11. NO PERSONAL LIABILITY No official, director, officer, agent, or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 12. INSURANCE A. Comprehensive Liability. The ENGINEER shall provide, pay for, and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The ENGINEER shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. The Certificate of Insurance shall include, but not be limited to, coverage for the contractual obligation assumed by ENGINEER under Article 10 herein entitled "Indemnification" herein. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for damage to property. G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx - 4 - C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence for damage to property. D. Professional Liability. The ENGINEER shall carry Engineers Professional Liability Insurance covering claims resulting from error, omissions, or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. 13. INTENTIONALLY OMITTED 14. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status, or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 15. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 16. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the ENGINEER shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the ENGINEER would have been obligated if it had done the work itself and no assignment, delegation, or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. 17. NO CO-PARTNERSHIP OR AGENCY This Agreement shall not be construed so as to create a partnership, joint venture, employment, or other agency relationship between the parties hereto. G.\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx • - 5 - 18. SEVERABILITY The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause, or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 19. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged, or extended except by written amendment duly executed by the parties. There are no other agreements, either oral or implied, regarding the subject matter hereof. Each party agrees that no representations or warranties shall be binding upon the other party, unless expressed in writing herein or in a duly executed written amendment hereof or change order as herein provided. 21. APPLICABLE LAW This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. NEWS RELEASES The ENGINEER may not issue any news releases without prior approval from the DIRECTOR, nor will the ENGINEER make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The ENGINEER shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The ENGINEER certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx - 6 - 25. SEXUAL HARASSMENT As a condition of this contract, the ENGINEER shall have written sexual harassment policies that include, at a minimum, the following information: A. The illegality of sexual harassment; B. The definition of sexual harassment under state law; C. A description of sexual harassment, utilizing examples; D. The vendor's internal complaint process including penalties; E. The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. Directions on how to contact the department and commission; G. Protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request 775 ILCS 5/2-105. 26. WRITTEN COMMUNICATIONS All recommendations and other communications by the ENGINEER to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the ENGINEER be made or confirmed in writing. 27. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to CITY: DAVID L. LAWRY, P.E. Public Services Director City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to ENGINEER: DOUGLAS F. PAULUS Vice President Hampton, Lenzini and Renwick, Inc 380 Shepard Drive Elgin, Illinois 60123 G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx - 7 - COMPLIANCE WITH LAWS Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that the ENGINEER 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, ENGINEER hereby certifies, represents, and warrants to the CITY that all ENGINEER's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of the United States. ENGINEER 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 this Agreement. The CITY shall have the right to audit any records in the possession or control of the ENGINEER to determine ENGINEER's compliance with the provisions of this section. In the event the CITY proceeds with such an audit, the ENGINEER shall make available to the CITY the ENGINEER's relevant records at no cost to the CITY. SIGNATURE PAGE TO FOLLOW G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx - 8 - IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement effective as of the date and year first written above. FOR THE CITY: FOR THE ENGINEER: 4•W By s City M nager Diane M. Lu President Attest: Attest: By City Clerk Douglas F. aulus Vice President G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx ATTACHMENT A LIST OF CMAQ GRANT AND FUNDING PROJECTS 1. Dundee Avenue/Congdon Avenue/ Liberty Street intersection improvements 2. McLean Boulevard/Spartan Drive— Southbound right-turn lane on McLean onto westbound Spartan 3. Longcommon Parkway/Illinois Route 20—Acceleration lane eastbound to Illinois Route 20 4. Use of CMAQ funds for City of Elgin's portion of the McLean Boulevard/Illinois Route 20 improvement 5. Highland Avenue/Lyle Avenue traffic signals 6. Illinois Route 31 —Highland Avenue to Chicago Street 7. Chicago Street/Illinois Route 25 intersection improvements 8. Shales Parkway bike path—Illinois Route 20 to Congdon Avenue 9. Chicago Street traffic signal interconnect G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Nov.2010.docx h ELGIN THE CITY IN THE SUBURBS' DATE: November 15, 2010 10: Dave Lawry, General Services Group Director FROM: Jennifer Quinton, Deputy City Clerk SUBJECT: Resolution No. 10-206, Adopted at the November 3, 2010, Council Meeting Enclosed you will find the agreement listed below. Please distribute this agreement to the other party and keep a copy for your records if you wish. If you have any questions please feel free to c( .:tact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with Hampton, Lenzini and Renwick, Inc. for Grant Writer Program Services • •F'C7R ` TO MAYOR &MEMBERS OF CITY COUNCIL E LG I N THE crrY IN THE SUBURBS' MEETING DATE: October 27, 2010 INITIATIVE C: Grant Writer Services Agreement with Hampton Lenzini and Renwick, Inc. COMMUNITY GOAL • • Financially Stable City Government: Preserve and enhance the City's sound and resilient financial condition through long-term planning for service delivery and infrastructure needs OBJECTIVE • Provide grant writer services to apply for various grant opportunities with respect to the city's financial needs PURPOSE • To best position the City of Elgin for grant and other funding opportunities as they become available RECOMMENDATION • Authorize staff to execute a grant writer services agreement with Hampton Lenzini and Renwick for services necessary to apply for grants on the city's behalf BACKGROUND It is in the city's best interest to take advantage of outside funding opportunities as they become available. The city has often been in a poor position to pursue outside funding opportunities due to lack of planning and knowledge of the various funding programs. The proposed grant writing agreement developed from the concern that the city was missing funding opportunities. In 2005, the city executed its first grant writing agreement. The agreement was developed to engage an engineering consultant to provide effort necessary to make applications for various funding programs. Essentially, the engineering firm identifies a funding opportunity, and if the city agrees, the engineer will prepare or complete documentation to submit applications for funding.Two significant benefits of the program are: • Recognition of funding opportunities. Staff is not always knowledgeable about outside funding opportunities. It is the consultant's business to know and understand funding programs for their other clients and for their business development. • Application for funding opportunities. Applications often require preliminary plans and completion of applications which can be quite extensive and can involve many hours to prepare. Staff may lack the ability or resources to complete these applications. The consultant provides this service at no cost to the city. Since 2005, the city has engaged six firms of which three firms have successfully obtained funding for the city. Projects approved through this process include: Project Approximate Value Summit Street Resurfacing $900,000 Big Timber East Resurfacing $750,000 Big Timber West Resurfacing $750,000 North McLean Resurfacing $350,000 Congdon Avenue to Fox River Trail Bike Route $100,000 National Street to Sports Complex Bike Route $3,500,000 National Street Traffic Signal Interconnect $100,000 Bicycle Education Program $20,000 OPERATIONAL ANALYSIS The consultant makes applications on the city's behalf to pursue outside funding opportunities. This type of agreement is not exclusive to the contracted engineering firm. As long as the consultant is otherwise qualified to perform engineering design and inspection work associated with a particular grant or loan, the consultant can be considered for the subject grant writer services. Written approval from city staff is required before the engineering firm pursues any funding opportunities. The city is not required to pay the engineer to make applications on the city's behalf. If Hampton, Lenzini and Renwick, Inc. is successful in obtaining the city grant funds, it will be afforded the first opportunity to negotiate a contract with the city to provide design and construction related services. Should negotiations fail, staff will initiate a source selection process to complete the design and construction activities INTERESTED PERSONS CONTACTED None. L 2 FINANCIAL ANALYSIS There is no cost to the city for Hampton Lenzini and Renwick, Inc. to provide consultation and application preparation assistance to secure grants and low interest loans. However, the city will be obligated to retain the firm for planning, design and engineering related services for any project where funding has been secured. Should the approved grant funding be less than the overall cost of the project, an alternate funding source will need to be identified and/or a previously approved funded project will need to be deferred. BUDGET IMPACT FUND(S) ACCOUNT(S) PROJECT#(S) AMOUNT AMOUNT BUDGETED AVAILABLE N/A N/A N/A N/A N/A LEGAL IMPACT None. ALTERNATIVE COURSES OF ACTION rok The city council could choose to not approve the grant writer services agreement with Hampton Lenzini and Renwick, Inc. NEXT STEPS 1. Execute grant writer services agreement. Prepared by: David L. Lawry, Public Services Director Reviewed by: Colleen Lavery, Chief Financial Officer Reviewed by: William A. Cogley, Corporation Counsel/Chief Development Officer Final Review by: Rick Kozal, Assistant City Manager/Chief Operating Officer Approved by: ,44f Sean R. Stegall, City M ger eft. 3 A, ATTACHMENTS A: Grant Writer Services Agreement 4) A) 4 AGREEMENT THIS AGREEMENT is hereby made and entered into this day of October,2010, by and between the CITY OF ELGIN,Illinois, a municipal corporation(hereinafter referred to as "CITY")and Hampton, Lenzini and Renwick, Inc., an Illinois corporation(hereinafter referred to as"ENGINEER"). _ WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional -- services for a grant writer program to apply on behalf of the CITY for grants from various agencies for projects in the CITY's approved five-year capital plan as well as other programs and services that benefit the CITY(herein referred to as the"PROJECT");and WHEREAS, the ENGINEER represents that it is in compliance with Illinois Statutes relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, for and in consideration of the mutual undertaking as contained herein, and other good and valuable consideration,the receipt and sufficiency of which is hereby mutually acknowledged, it is hereby agreed by and between the CITY and the ENGINEER that the CITY does hereby retain the ENGINEER to act for and represent the CITY in the matters involved in the PROJECT as described herein, subject to the following terms and conditions and stipulations,to-wit: "'' 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the Public Services Director of the CITY,herein after referred to as the"DIRECTOR". B. After written authorization by the CITY,the ENGINEER shall provide consultation and application preparation assistance to the CITY for grants and low-interest-rate loans. These services will include serving as the CITY's consultant to identify opportunities for such funds, target specific grant programs, prepare the applications,and respond to requests for information from the grant/loan agency. 2. SCHEDULE The ENGINEER shall provide the services outlined in Exhibit A within a two-year timeframe following the entry into and execution of this Agreement. The ENGINEER shall submit to the DIRECTOR status reports every ninety (90) days providing a brief progress report identifying progress, findings and outstanding issues. 3. WORK PRODUCTS All work products prepared by the ENGINEER pursuant hereto including, but not limited to, applications, reports, designs, calculations, work drawings, studies, photographs, models, and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR, provided, however,that the ENGINEER may retain copies of such work products for its records. Such work products are not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or G:Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx -2- on any other project,and such reuse shall be at the sole risk of the CITY without liability 4111, or legal exposure to the ENGINEER. 4. COMPENSATION TO THE ENGINEER The CITY will not be obligated to directly compensate the ENGINEER for the professional services described in Section 1, above, but as compensation for the performance of the described services, the CITY agrees to select the ENGINEER to perform the planning, designing, construction engineering services for any project for which outside funding is secured as a result of the ENGINEER'S grant-writing services. The form of any such future agreements between the CITY and the ENGINEER shall be as substantially set forth in this Agreement. Compensation to the ENGINEER and the professional services to be provided in any such future agreements is to be negotiated as part of such a separate agreement, and such separate agreements are subject to the parties agreeing on reasonable compensation to the ENGINEER and the Scope of Services to be provided. The fiscal year for the CITY is the 12 month period ending December 31. The obligations of the CITY to proceed with any project for which outside funding is secured as a result of the ENGINEER'S grant-writing services in connection with any such project to and contingent upon the appropriation of funds by the City Council of the City of Elgin for any such projects and for any such related agreements with the ENGINEER for such projects. Any other provisions in this Agreement to the contrary notwithstanding, any decision to undertake or proceed with any project shall be in the sole discretion of the CITY, and in no event shall the CITY be obligated to undertake or proceed with any project by virtue of the Agreement, regardless of whether the ENGINEER could secure or has secured grants or outside funding for such project, or whether additional funds are available for such project. 5. NON-EXCLUSIVITY • This agreement shall not be exclusive. The CITY may enter into any agreements with any other entity regarding the subject matter hereof at any time and for any reason without liability to ENGINEER The ENGINEER may enter into agreements with any other entity regarding the subject matter hereof at any time for any reason without liability to the CITY. 6. TERNIINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time upon fifteen(15)days prior written notice to the ENGINEER. 7. TERM This Agreement shall have a two-year term commencing from the entry into and execution of the Agreement. 8. INTENTIONALLY OMITTED 9. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to I G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx -3 - seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. Notwithstanding the foregoing, or anything else to the contrary in this Agreement, no action shall be commenced by the ENGINEER against the CITY for monetary damages. 10. INDEMNIFICATION To the fullest extent permitted by law, ENGINEER agrees to and shall indemnify, defend, and hold harmless the CITY, its officers, employees, agents, boards, and commissions from and against any and all claims, suits,judgments, costs,attorney's fees, damages, or other relief, including but not limited to workers' compensation claims, in any way resulting from or arising out of negligent actions or omissions of the ENGINEER in connection herewith, including negligence or omissions of employees or agents of the ENGINEER arising out of the performance of this Agreement. In the event of any such 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. The provisions of this paragraph shall survive any completion, expiration and/or termination of this agreement. 11. NO PERSONAL LIABILITY No official, director, officer, agent, or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution,approval or attempted execution of this Agreement. 12. INSURANCE A. Comprehensive Liability. The ENGINEER shall provide,pay for, and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least$1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The ENGINEER shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty (30)days prior written notice to the DIRECTOR. The Certificate of Insurance shall include, but not be limited to, coverage for the contractual obligation assumed by ENGINEER under Article 10 herein entitled "Indemnification"herein. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than$500,000 per occurrence for damage to property. G:1Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Oct 2010.docx -4 - C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence for damage to property. D. Professional Liability. The ENGINEER shall carry Engineers Professional Liability Insurance covering claims resulting from error, omissions, or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30)days prior written notice to the DIRECTOR. 13. INTENTIONALLY OMITTED 14. NONDISCRIIVIINATION, In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status, or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension,in whole or in part,of the Agreement by the CITY. 15. ASSIGNMENT AND SUCCESSORS, This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 16. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the ENGINEER shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the ENGINEER would have been obligated if it had done the work itself and no assignment,delegation,or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. 17. NO CO-PARTNERSHIP OR AGENCY This Agreement shall not be construed so as to create a partnership, joint venture, employment,or other agency relationship between the parties hereto. G:1Agreemcnts'Elgin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx - 5 - 18. SEVERABILITY The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause, or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 19. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of ___ convenience and for reference and in no way are they intended to define,limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged, or extended except by written amendment duly executed by the parties. There are no other agreements, either oral or implied, regarding the subject matter hereof. Each party agrees that no representations or warranties shall be binding upon the other party, unless expressed in writing herein or in a duly executed written amendment hereof or change order as herein provided. 21. APPLICABLE LAW This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. • 22. NEWS RELEASES The ENGINEER may not issue any news releases without prior approval from the DIRECTOR, nor will the ENGINEER make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The ENGINEER shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The ENGINEER certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. rok G:Wgrcements\Eigin\CMAQ Grant Engineering services Agreement-Ock 2010.docx -6- 25. SEXUAL HARASSMENT As a condition of this contract, the ENGINEER shall have written sexual harassment policies that include,at a minimum,the following information: A. The illegality of sexual harassment; B. The definition of sexual harassment under state law; C. A description of sexual harassment,utilizing examples; D. The vendor's internal complaint process including penalties; E. The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights,and the Illinois Human Rights Commission; F. Directions on how to contact the department and commission; G. Protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request 775 ILCS 5/2-105. 26. WRITTEN COMMUNICATIONS All recommendations and other communications by the ENGINEER to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the ENGINEER be made or confirmed in writing. 27. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail,postage prepaid,addressed as follows: A. As to CITY: DAVID L.LAWRY,P.E. Public Services Director City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to ENGINEER: DOUGLAS F.PAULUS Vice President Hampton,Lenzini and Renwick, Inc 380 Shepard Drive Elgin,Illinois 60123 4) G:\Agreements\Eigin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx _7 .. ruk 28. COMPLIANCE WITH LAWS • Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that the ENGINEER 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,ENGINEER hereby certifies,represents,and warrants to the CITY that all ENGINEER's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of the United States. ENGINEER 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 this Agreement. The CITY shall have the right to audit any records in the possession or control of the ENGINEER to determine ENGINEER's compliance with the provisions of this section. In the event the CITY proceeds with such an audit, the ENGINEER shall make available to the CITY the ENGINEER's relevant records at no cost to the CITY. SIGNATURE PAGE TO FOLLOW r G:\Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx - 8 - IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement effective as of the date and year first written above. FOR THE CITY: FOR THE ENGINEER: By City Manager Diane M. L President Attest: Attest: By OTC -4- City Clerk Douglas F. Paulus Vice President A) G:Wgreements\Elgin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx ATTACHMENT A LIST OF CMAQ GRANT AND FUNDING PROJECTS 1. Dundee Avenue/Congdon Avenue/Liberty Street intersection improvements 2. McLean Boulevard/Spartan Drive—Southbound right-turn lane on McLean onto westbound Spartan 3. Longcommon Parkway/Illinois Route 20—Acceleration lane eastbound to Illinois Route 20 4. Use of CMAQ funds for City of Elgin's portion of the McLean Boulevard/Illinois Route 20 improvement 5. Highland Avenue/Lyle Avenue traffic signals 6. Illinois Route 31 —Highland Avenue to Chicago Street r7. Chicago Street/Illinois Route 25 intersection improvements 8. Shales Parkway bike path—Illinois Route 20 to Congdon Avenue 9. Chicago Street traffic signal interconnect G:1Agreements\Elgin\CMAQ Grant Engineering Services Agreement-Oct.2010.docx