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HomeMy WebLinkAbout10-220 a Resolution No. 10-220 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH DLA ARCHITECTS, LTD. FOR GRANT WRITER PROGRAM SERVICES 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 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 DLA Architects, Ltd. 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 Presented: December 1, 2010 Adopted: December 1, 2010 Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk AGREEMENT THIS AGREEMENT is made and entered into this 181h day of November, 2010, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as the "CITY") and DLA Architects, LTD, an Illinois corporation (hereinafter referred to as the "ARCHITECT"). WHEREAS, the CITY desires to engage the ARCHITECT to furnish certain professional services pursuant to a grant writer program by which the ARCHITECT shall apply on behalf of the City of Elgin for grants from various agencies for projects in the City of Elgin's approved five-year capital plan, as well as other programs and services that benefit the CITY (hereinafter referred to as the "PROJECT"); and, WHEREAS. The ARCHITECT represents that it is in compliance with Illinois Statues 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 undertakings as contain herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is herby agreed by and between the CITY and the ARCHITECT that the CITY does hereby retain the ARCHITECT to act for a 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 Building Maintenance Superintendent of the CITY, hereinafter referred as the "DIRECTOR." B. After written authorization by the City, the ARCHITECT 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, preparing the applications and responding to requests for information from the grant/loan agency. 2. SCHEDULE The ARCHITECT shall provide the services outlined above within a two-year time frame following the entry into and execution of this Agreement. The ARCHITECT 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 ARCHITECT 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 ARCHITECT 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 on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the ARCHITECT. 4. COMPENSATION TO THE ARCHITECT The CITY will not be obligated to directly compensate the ARCHITECT 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 ARCHITECT to perform the planning, designing, construction ARCHITECTERAL services for any project for which outside funding is secured as a result of the ARCHITECT's grant- writing services. The form of any such future agreements between the CITY and the ARCHITECT shall be as substantially set forth in this Agreement. Compensation to the ARCHITECT 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 ARCHITECT and the Scope of Services to be provided. The fiscal year of the CITY is the twelve-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 ARCHITECTS in connection with any such project is subject to, as a condition precedent, and contingent upon the appropriation of funds by the city council of the CITY for any such projects and for any such related agreements with the ARCHITECT for such projects. Any other provisions in this Agreement to the contrary notwithstanding, and decision to undertake or proceed with any project shall be in the sole discretion of the CITY, and in no event shall be the CITY be obligated to undertake or proceed with any project by virtue of this Agreement, regardless of whether the ARCHITECT could secure or has secured grants or other outside funding for such project, or whether additional funds are available for such project. In the event the parties hereto are unable to reach agreement on any compensation or scope of services to be provided pursuant to this paragraph, the City shall have no obligation to retain the ARCHITECT to perform any such services or to enter into any agreement with the ARCHITECT to perform such services, and ARCHITECT shall not be entitled to any compensation, damages or other remuneration due to the parties' inability to agree as contemplated by this paragraph. 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 the ARCHITECT. The ARCHITECT may enter into any 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 ARCHITECT. 7. TERM This Agreement shall terminate on December 1, 2012. 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 shall be entitled to 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 ARCHITECT against the CITY for monetary damages. 10. INDEMIFICATION To the fullest extent permitted by law, ARCHITECT shall hold harmless, indemnify and defend the CITY, it officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorneys' fees, damages or other relief, including, but not limited to, workers' compensation claims, in any way resulting from or arising out of the negligent acts or omissions of ARCHITECT in connection herewith, including, but not limited to, the negligent acts or omissions of employees or agents of ARCHITECT arising out of or in connection with the performance of this Agreement. 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 ARCHITECT 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 ARCHITECT shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as an 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 insured contracts coverage. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the additional insured listed above. 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. C. Combined Single Limit Policy. The requirements of 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 ARCHITECT shall carry ARCHITECTS Professional Liability Insurance covering claims resulting from negligent error, omissions or 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. 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 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 the 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 the Agreement and the ARCHITECT shall remain liable to the CITY with the respect of each and every item, condition and other provision hereof to the same extent that the ARCHITECT 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 advance 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. 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 of construction thereof. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitute 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 other party unless expressed in writing herein or in a duly executed 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. NEW RELEASES The ARCHITECT may not issue any news releases without prior approval from the DIRECTOR, nor will the ARCHITECT 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 ARCHITECT shall cooperate with any other consultants in the CITY'S employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The ARCHITECT certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/23E et. seq. or a similar state of federal statute regarding bid rigging. 25. SEXUAL HARASSMENT As a condition of this contract, the ARCHITECT 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 ARCHITECT 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 ARCHITECT 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: Rich Hoke Building Maintenance Superintendent City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to ARCHITECT: Bruce Dahlquist President DLA Architects, LTD. 462 N. McLean Boulevard Elgin, Illinois 60123 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 ARCHITECT shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirement regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, the ARCHITECT herby certifies, represents and warrants the CITY that all the ARCHITECT'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. The CITY shall have the right to audit any records in the possession or control of the ARCHITECT to determine The ARCHITECT's compliance with the provisions of this section. In the event the CITY proceeds with such an audit, the ARCHITECT shall make available to the CITY the ARCHITECT's relevant records at no cost to the CITY. The ARCHITECT shall pay any and all costs associated with any such audit. SIGNATURE PAGE TO FOLLOW 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 ARCHITECT: By By ty Manager Bruce Dahlquist President 0 Attest: Attest: City Clerk Steve Wright Partner ALI ELGIN THE CITY IN THE SUBURBS" DATE: December 6, 2010 TO: Dave Lawry, General Services Group Director FROM: Jennifer Quinton, Deputy City Clerk SUBJECT: Resolution No. 10-220, Adopted at the December 1, 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 contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with DLA Architects, LTD. for grant writer program services l�l �-�-Y __�,:, c_: r r.T 4 i_0,�� �L E LG IN THE CfTY IN THE SUBURBS' MEETING DATE: November 17, 2010 INITIATIVE D: Grant Writer Services Agreement with Dahlquist and Lutzow Architects 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 ■ Providing grant writer services to apply for various grant opportunities with respect to the city's financial needs PURPOSE • Enter into an agreement with a grant writer to secure grant funding for the rehabilitation of the Elgin Recreation Center RECOMMENDATION Authorize staff to execute a grant writer services agreement with Dahlquist and Lutzow Architects for services necessary to apply for grants on the city's behalf BACKGROUND The city regularly pursues outside funding opportunities as they become available but can . sometimes be hindered in its efforts due to lack of knowledge of the various funding programs. The city's now routinized grant-writing agreements developed from the concern that the city was missing funding opportunities. The city executed its first grant writing agreement with an engineering consultant in 2005 to provide the effort necessary to make applications for various funding programs. Under the grant writing agreement, the engineering or architectural firm identifies a funding opportunity, and if the city agrees, the engineer/architect 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 for grant-writing, three of which 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 grant-writing consultant will make applications on the city's behalf for outside funding opportunities involving building renovation projects. As long as the grant writing consultant is otherwise qualified to perform the architectural design and inspection work associated with a particular grant or loan, the consultant will be considered for the work contemplated in the grant application. Written approval from city staff is required before the grant writer pursues any funding opportunities. The city is not required to pay the grant writing architect to make applications on the city's behalf. In this instance, should Dahlquist and Lutzow Architects (DLA) succeed in obtaining 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. DLA is currently processing an application for a Parkland Acquisitions and Renovations for Communities grant to complete building improvements for the Elgin Recreation Center. This agreement does not, however, limit DLA application activities to any one grant. DLA will also be available to pursue other future opportunities. • INTERESTED PERSONS CONTACTED None. FINANCIAL ANALYSIS There is no cost to the city for Dahlquist and Lutzow Architects 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 • The proposed agreement would require an exception to the procurement ordinance thereby requiring the affirmative vote of two-thirds of the city council. ALTERNATIVE COURSES OF ACTION The city council could choose to not approve the grant writer services agreement with Dahlquist and Lutzow Architects. 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: Richard G. Kozal, Assistant City Manager/Chief Operating Officer Approved by: Se R. Stegall, City Man er ATTACHMENTS A: Grant Writer Services Agreement _p AGREEMENT THIS AGREEMENT is made and entered into this 18`}' day of November, 2010, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as the "CITY") and DLA Architects, LTD, an Illinois corporation (hereinafter referred to as the "ARCHITECT"). WHEREAS, the CITY desires to engage the ARCHITECT to furnish certain professional services pursuant to a grant writer program by which the ARCHITECT shall apply on behalf of the City of Elgin for grants from various agencies for projects in the City of Elgin's approved five-year capital plan, as well as other programs and services that benefit the CITY (hereinafter referred to as the "PROJECT"); and, WHEREAS. The ARCHITECT represents that it is in compliance with Illinois Statues 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 undertakings as contain herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is herby agreed by and between the CITY and the ARCHITECT that the CITY does hereby retain the ARCHITECT to act for a 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 Building Maintenance Superintendent of the CITY, hereinafter referred as the"DIRECTOR." B. After written authorization by the City, the ARCHITECT 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, preparing the applications and responding to requests for information from the grant/loan agency. 2. SCHEDULE The ARCHITECT shall provide the services outlined above within a two-year time frame following the entry into and execution of this Agreement. The ARCHITECT 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 ARCHITECT 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 ARCHITECT 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 on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the ARCHITECT. 4. COMPENSATION TO THE ARCHITECT The CITY will not be obligated to directly compensate the ARCHITECT 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 ARCHITECT to perform the planning, designing, construction ARCHITECTERAL services for any project for which outside funding is secured as a result of the ARCHITECT's grant- writing services. The form of any such future agreements between the CITY and the ARCHITECT shall be as substantially set forth in this Agreement. Compensation to the ARCHITECT 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 ARCHITECT and the Scope of Services to be provided. The fiscal year of the CITY is the twelve-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 ARCHITECTS in connection with any such project is subject to, as a condition precedent, and contingent upon the appropriation of funds by the city council of the CITY for any such projects and for any such related agreements with the ARCHITECT for such projects. Any other provisions in this Agreement to the contrary notwithstanding, and decision to undertake or proceed with any project shall be in the sole discretion of the CITY, and in no event shall be the CITY be obligated to undertake or proceed with any project by virtue of this Agreement, regardless of whether the ARCHITECT could secure or has secured grants or other outside funding for such project, or whether additional funds are available for such project. In the event the parties hereto are unable to reach agreement on any compensation or scope of services to be provided pursuant to this paragraph, the City shall have no obligation to retain the ARCHITECT to perform any such services or to enter into any agreement with the ARCHITECT to perform such services, and ARCHITECT shall not be entitled to any compensation, damages or other remuneration due to the parties' inability to agree as contemplated by this paragraph. 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 the ARCHITECT. The ARCHITECT may enter into any 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 ARCHITECT. 7. TERM This Agreement shall terminate on December 1, 2012. 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 shall be entitled to 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 ARCHITECT against the CITY for monetary damages. 10. INDENHFICATION "To the fullest extent permitted by law, ARCHITECT shall hold harmless, indemnify and defend the CITY, it officers, employees, agents, boards and commissions from and against any and all claims, suits,judgments, costs, attorneys' fees and any and all other liability of whatsoever nature, including, but not limited to, workers' compensation claims, in any way resulting from or arising out of the negligent acts or omissions of ARCHITECT in connection herewith, including, but not limited to, the negligent acts or omissions of employees or agents of ARCHITECT arising out of or in connection with 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 actions 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 ARCHITECT 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 ARCHITECT shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as an 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 limited to, coverage for the contractual obligation assumed by ARCHITECT under paragraph 10 herein entitled "Indemnification". 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. C. Combined Single Limit Policy. The requirements of 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 ARCHITECT shall carry ARCHITECTS 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 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 the 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 the Agreement and the ARCHITECT shall remain liable to the CITY with the respect of each and every item, condition and other provision hereof to the same extent that the ARCHITECT 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 advance 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. 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 of construction thereof. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitute 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 other party unless expressed in writing herein or in a duly executed 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. NEW RELEASES The ARCHITECT may not issue any news releases without prior approval from the DIRECTOR, nor will the ARCHITECT 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 ARCHITECT shall cooperate with any other consultants in the CITY'S employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The ARCHITECT certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/23E et. seq. or a similar state of federal statute regarding bid rigging. 25. SEXUAL HARASSMENT As a condition of this contract, the ARCHITECT 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 ARCHITECT 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 ARCHITECT 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: Rich Hoke Building Maintenance Superintendent City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to ARCHITECT: Bruce Dahlquist President DLA Architects, LTD. 462 N. McLean Boulevard Elgin, Illinois 60123 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 ARCHITECT shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirement regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing,the ARCHITECT herby certifies, represents and warrants the CITY that all the ARCHITECT'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. The ARCHITECT 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 is . work, and/or the products and/or services to be provided for in this Agreement. The CITY shall have the right to audit any records in the possession or control of the ARCHITECT to determine The ARCHITECT's compliance with the provisions of this section. In the event the CITY proceeds with such an audit, the ARCHITECT shall make available to the CITY the ARCHITECT's relevant records at no cost to the CITY. The ARCHITECT shall pay any and all costs associated with any such audit. SIGNATURE PAGE TO FOLLOW • 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 ARCHITECT: By By City Manager Bruce Dahlquist President Attest: Attest: City Clerk Steve Wright Partner