Loading...
HomeMy WebLinkAbout23-0601 Upland Design Summerhill ParkAGREEMENT THIS AGREEMENT("Agreement") is made and entered into this day of , 2023, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and Upland Design, Ltd., an Illinois corporation (hereinafter referred to as "LANDSCAPE ARCHITECT"). WHEREAS, the CITY desires to engage the LANDSCAPE ARCHITECT to furnish certain professional services in connection with Summerhill Park O SLAD Master Plan (hereinafter referred to as the "PROJECT"); and WHEREAS, the LANDSCAPE ARCHITECT 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, it is hereby agreed by and betweenthe CITY and the LANDSCAPE ARCHITECT that the CITY does hereby retain the LANDSCAPE ARCHITECT for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged to perform the services relating to 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 Parks and Facilities Superintendent of the CITY, herein after referred to as the "SUPERINTENDENT". B. The scope of work shall include work items to assist the City with the park master plan and the preparation of an OSLAD grant application. LANDSCAPE ARCHITECT's services to be performed will include a topographical survey and base data gathering, master plan creation and public input, and preparing the project for OSLAD application. C. A detailed Scope of Services is attached hereto as Attachment A. 2. PROGRESS REPORTS A. An outline project milestone schedule and project schedule for the PROJECT is included as Attachment B, attached hereto. Progress will be recorded on the project schedule and submitted monthly as a component of the Status Report described in 2.13 below. B. The LANDSCAPE ARCHITECT will submit to the SUPERINTENDENT monthly a status report keyed to the project schedule. A brief narrative will be provided identifying progress, findings and outstanding issues. 3. WORK PRODUCT All work product prepared by the LANDSCAPE ARCHITECT pursuant hereto including, but not limited to, reports, plans, 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 SUPERINTENDENT; provided, however, that the LANDSCAPE ARCHITECT may retain copies of such work product for its records. LANDSCAPE ARCHITECT's execution of this Agreement shall constitute LANDSCAPE ARCHITECT's conveyance and assignment of all right, title and interest, including but not limited to any copyright interest, by the LANDSCAPE ARCHITECT to the CITY of all such work product prepared by the LANDSCAPE ARCHITECT pursuant to this Agreement. The CITY shall have the right either on its own or through such other consultants as determined by the CITY to utilize and/or amend such work product. Any such amendment to such work product shall be at the sole risk of the CITY. Such work product is not intended orrepresented 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 LANDSCAPE ARCHITECT. 4. PAYMENTS TO THE CONSULTANT (Lump Sum Method) A. The City shall reimburse the LANDSCAPE ARCHITECT for services under this Agreement a lump sum of Eighteen Thousand Five Hundred Dollars ($18,500), regardless of the actual costs incurred by the LANDSCAPE ARCHITECT unless substantial modifications to the scope of the work are authorized in writing by the SUPERINTENDENT, and approved by way of written amendment to this Agreement executed by the parties. B. For outside services provided by other firms or subcontractors, the CITY shall pay the LANDSCAPE ARCHITECT the invoiced fee to the LANDSCAPE ARCHITECT. The costs for any such outside services are included within the total lump sum amount provided for in paragraph 4.A above. C. Reimbursable expenses shall include postage, printing of drawings, and mileage reimbursement. The costs of any such reimbursable expenses are not included within the total lump sum amount provided for in paragraph 4.A above and shall be invoiced separately by the LANDSCAPE ARCHITECT at LANDSCAPE ARCHITECT's direct cost. Mileage reimbursement will be at current IRS rates. The total costs of any such reimbursable expenses shall not exceed the total amount of _$1000.00_, regardless of the actual costs incurred by the LANDSCAPE ARCHITECT. D. The CITY shall make periodic payments to the LANDSCAPE ARCHITECTbased upon actual progress within thirty (30) days after receipt and approval of invoice. Said periodic payments to the LANDSCAPE ARCHITECT shall not exceed the amounts shown in the following schedule, and full payments for each task shall not be made until the task is completed and accepted by the SUPERINTENDENT. -2- DATE PROJECT COMPONENT FEE June 2023 Topographical Survey $2,500 June -July 2023 Master Plan and Public Engagement $10,000 July - August 2023 1 OSLAD Grant Application $6,000 5. INVOICES A. The LANDSCAPE ARCHITECT shall submit invoices in a format approved by the CITY. Progress reports (2.B above) will be included with all payment requests. B. The LANDSCAPE ARCHITECT shall maintain records showing actual time devoted and cost incurred. The LANDSCAPE ARCHITECT shall permit the authorized representative of the CITY to inspect and audit all data and records of the LANDSCAPE ARCHITECT for work done under this Agreement. The LANDSCAPE ARCHITECT shall make these records available at reasonable times during the Agreement period and for one (1) year after termination of this Agreement. 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 LANDSCAPE ARCHITECT. In the event that this Agreement is so terminated, the LANDSCAPE ARCHITECT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not exceed the task amounts set forth under paragraph 4 above. 7. TERM This Agreement shall become effective as of the date the LANDSCAPE ARCHITECT is given a notice to proceed and, unless terminated for cause or pursuant to Paragraph 6, shall be deemed concluded on the date the CITY determines that all of the LANDSCAPE ARCHITECT's work under this Agreement is completed. A determination of completion shall not constitute a waiver of any rights or claims which the CITY may have or thereafter acquire with respect to any term or provision of this Agreement. 8. NOTICE OF CLAIM If the LANDSCAPE ARCHITECT wishes to make a claim for additional compensation as a result of action taken by the CITY, the LANDSCAPE ARCHITECT shall give written notice of his claim within fifteen (15) days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the LANDSCAPE ARCHITECT's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the LANDSCAPE ARCHITECT. Regardless of the -3- decision of the SUPERINTENDENT relative to a claim submitted by the LANDSCAPE ARCHITECT, all work required under this Agreement as determined by the SUPERINTENDENT shall proceed without interruption. 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 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, with the sole exception of an action to recover the monies the CITY has agreed to pay to the LANDSCAPE ARCHITECT pursuant to Paragraph 4 hereof, no action shall be commenced by the LANDSCAPE ARCHITECT against the CITY for monetary damages. LANDSCAPE ARCHITECT hereby further waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815ILCS 205/1, et seq.), as amended. The parties hereto further agree that any action by the LANDSCAPE ARCHITECT arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time -barred. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 10. INDEMNIFICATION The LANDSCAPE ARCHITECT agrees, to the fullest extent permitted by law, to indemnify and hold harmless The City, its past, present and future Commissioners, officials, department heads, and employees, (hereinafter collectively referred to as "Indemnitees") from and against all liability, judgments, or other liabilities including costs, reasonable fees and expenses of defense recoverable under applicable law incurred by Indemnitees to a third parry arising from any loss, damage, injury, death, or loss or damage to property, of whatsoever kind or nature to such third party, to the extent caused by LANDSCAPE ARCHITECT's negligent acts, errors or omissions in the performance of the services under this Contract and those of its agents, employees or consultants. In the event of joint or concurrent negligence, LANDSCAPE ARCHITECT shall bear only that portion of the loss or expense that its share of the joint or concurrent negligence bears to the total negligence (including that of the third parties and Indemnitees) which caused the personal injury or damage. Nothing stated herein shall be deemed to require the LANDSCAPE ARCHITECT to indemnify or hold harmless any Indemnitee for its own negligence or fault. Indemnitees do not waive their defenses or immunities under the Local Government and Governmental Employees Tort Immunity Act (745 ILCS 10/1 et seq.) by reason of this indemnification provision. Indemnification shall survive the termination of this Contract. 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 LANDSCAPE ARCHITECT shall provide, maintain and pay for during the term of this Agreement the following types and amounts of insurance: A. Comprehensive Liability. 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 LANDSCAPE ARCHITECT shall deliver to the SUPERINTENDENT a Certificate 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 SUPERINTENDENT. The Certificate of Insurance shall include the contractual obligation assumed by the LANDSCAPE ARCHITECT under Paragraph 10 entitled "Indemnification". This insurance shall be primary and non-contributory 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. 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 bodily injury and/or property damage. 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 subject to a $1,000,000 aggregate. D. Professional Liability. The LANDSCAPE ARCHITECT shall carry LANDSCAPE ARCHITECT's 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 claim. A Certificate of Insurance shall be submitted to the SUPERINTENDENT as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the SUPERINTENDENT. 13. CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES, PROCEDURES AND SAFETY -5- The LANDSCAPE ARCHITECT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction, unless specifically identified in the Scope of Services. 14. NONDISCRIMINATION/AFFIRMATIVE ACTION The LANDSCAPE ARCHITECT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. LANDSCAPE ARCHITECT shall take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. LANDSCAPE ARCHITECT shall distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants and prospective subcontractors. LANDSCAPE ARCHITECT agrees that the provisions of Section 5.02.040 of the Elgin Municipal Code, 1976, as amended, is hereby incorporated by reference, as if set out verbatim. 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 race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service. Any violation of this paragraph 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 LANDSCAPE ARCHITECT shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the LANDSCAPE 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 advanced written approval. 17. NO CO -PARTNERSHIP OR AGENCY 'l.� 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 agree 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 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. 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 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 LANDSCAPE ARCHITECT may not issue any news releases without prior approval from the SUPERINTENDENT, nor will the LANDSCAPE ARCHITECT make public proposals developed under this Agreement without prior written approval from the SUPERINTENDENT prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The LANDSCAPE ARCHITECT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING -7- The LANDSCAPE ARCHITECT 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. 25. SEXUAL HARASSMENT As a condition of this contract, the LANDSCAPE 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 shall be provided by LANDSCAPE ARCHITECTto the Department of Human Rights upon request (775 ILCS 5/2-105). 26. SUBSTANCE ABUSE PROGRAM. As a condition of this agreement, LANDSCAPE ARCHITECT shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry into and execution of this agreement. 27. WRITTEN COMMUNICATIONS All recommendations and other communications by the LANDSCAPE ARCHITECT to the SUPERINTENDENT and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The SUPERINTENDENT may also require other recommendations and communications by the LANDSCAPE ARCHITECT be made or confirmed in writing. 28. 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 the CITY: Greg Hulke Parks and Facilities Superintendent City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the LANDSCAPE ARCHITECT: Upland Design Ltd. 24042 Lockport St., Suite 200 Plainfield, IL 60544 29. 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 LANDSCAPE ARCHITECT 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, LANDSCAPE ARCHITECT hereby certifies, represents and warrants to the CITY that all LANDSCAPE ARCHITECT's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. LANDSCAPE 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 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 LANDSCAPE ARCHITECT to determine LANDSCAPE ARCHITECT's compliance with the provisions of this paragraph. In the event the CITY proceeds with such an audit the LANDSCAPE ARCHITECT shall make available to the CITY the LANDSCAPE ARCHITECT's relevant records at no cost to the CITY. LANDSCAPE ARCHITECT shall pay any and all costs associated with any such audit. 30. COUNTERPARTS AND EXECUTION This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine or email shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by facsimile machine or email shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement effective as of the date and year first written above. CITY O By: Richard G. Kozal, City Manager Att t: V ity Clerk LANDSCAPE ARCHITECT: By: Name/Print: Michelle A. Kelly Title: President, Upland Design Ltd -10- ATTACHMENT A SCOPE OF SERVICES Project_ Scope: Upland Design Ltd proposes to accomplish the following work items to assist the City with the park master plan and preparation of an OSLAD grant application. An approximate timeline is indicated, and actual dates will be set to accommodate the City of Elgin needs. Survey & Base Data: The City will share a trustee/warranty deed for the property and a Plat of Survey if one is available. A topographic survey will be prepared by JLH Land Surveying Inc., an Illinois Licensed surveyor for the park site. The survey will also used as a base for planning and future construction documents. We will gather FIRM map, Eco CAT, USGS and soils information for the site. Master Plan & Public Engagement Kick -Off Site Visit: A site visit will be made once the survey is complete to review existing conditions with the City. Photos will be taken foroffice reference. We will meet with City Staff to discuss challenges and opportunities forthe site. Preliminary Park Ideas: Upland Design Ltd will prepare idea image boards forpotential park improvements forthe community to provide input on. These idea color photos will be shared and discussed with City Staff. Playground equipment and options will also be presented and discussed. After review of the preliminary ideas and images will be updated for the first public survey. (1 Virtual Meeting) Public Survey #1: The park ideas images will be presented to the public in the form of an online survey and will be used to gamer feedback. The public will have an opportunity to share thoughts before concepts are fully developed. The City will advertise the survey and share it on social media. Advertisements and survey answers will be collected for grant submittal. Concept Development: After initial public input, the Upland Team will prepare two concepts utilizing public feedback. Concepts will include playground options and explore the hill as part of the play area. A cost estimate will be prepared for each concept. The concepts and costs will be presented to City Staff for review. Based on comments from the staff, the concepts will be adjusted and rendered for the second public survey. Public Survey # 2: Two rendered concepts will be presented to the public in an online survey. The public will make comments and choose which concept they prefer. A summary of votes and comments will be prepared and a recommendation for the final list of program elements. Advertisements and survey answers will be collected for grant submittal. Master Plan Preparation and Costs: Once public survey #2 results are reviewed, a phone meeting to discuss final master plan elements will take place. Based on the staff feedback and the second public survey, Upland Design will prepare a final master plan document. The master plan will be updated and rendered with labels. The cost estimate will be finalized. These will be submitted to the City staff via email for approval. After approval these documents will be utilized in the grant application. Comprehensive Plan: Based on the final amenities chosen for the master plan, Upland Design will review the City's comprehensive plan and recommend updates if needed. Recommendations will be discussed with staff and taken to the board for approval. The updates will be incorporated into the OSLAD grant application. 11 OSLAD Grant Application Upland Design will prepare an OSLAD grant application based on the selected plan and costs. Narratives will be prepared with supplemental information as listed below for a complete application. We will discuss the final cost to be submitted with the grant application with the City to ensure concurrence with each element. Prior to submittal, the design team will discuss the project with IDNR staff to discuss the amenities and the viability of the grant being funded. A number of items will be shared by the City as listed below to complete the application. City of Elgin Upland Design Am lifund Web Set Up by District- Filled in by Upland X X GATA and CAGE Documentation and Numbers X General Project Data X X Acquisition History and Certification — reviewed and signed X X Resolution of Authorization — reviewed and signed X X Development Data / Cost Estimate X Narrative Statement X Location Map X Site Development Plan X Sketches and Elevations of Project Elements X Premise Plat Map and Topographic Survey X Environmental Assessment Statement X Ecological Compliance Assessment Tool (EcoCAT) report X Cultural Resources, Endangered Species and Wetland Report a wetland delineation is not included X National Wetland Map X Commitment for Title Insurance, Deed, or Lease X FEMA Flood Map X Project Justification: Community Plan, Public Hearing Information, Support Letters, etc. X X Upland Design will submit a draft copy of the grant submittal to the City via email. City Staff will review the draft grant submittal and Upland Design will make final changes based on the input. The documents will then be uploaded on the IDNR website in the Amplifund system. The City will assist with connecting their GATA portal to Amplifund and sharing access with Upland Design so that documents can be uploaded and submitted. With the plans and documents approved and submitted, a digital file of the grant submittal will be delivered to the City. Upland Design will assist with questions during the IDNR grant review process. IDNR Site Visit: The City staff will meet with IDNR grant staff onsite, if they request a tour. IDNR Interview: If the IDNR hold interviews, Upland Design will attend. In addition, we will work closely with the City to prepare a presentation for grant staff to be given by the City. Work Not Included: Wetland Delineation, Archaeological Survey or Research, Plat of Survey, Deed Research, Title Research nor Topographic Survey 12 ATTACHMENT B PROJECT SCHEDULE Description Start Date Estimated Completion Date Topographic Survey & Public Survey #1 June 2, 2023 June 30, 2023 Concept Planning & Public Survey #2 June 30, 2023 July 30, 2023 Finalize Master Plan and Costs June 1, 2023 July 30, 2023 Prepare OSLAD Grant July 1, 2023 August 20, 2023