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HomeMy WebLinkAbout25-0506 Upland DesignAGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this day of , 2025, 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 the design of a cricket pitch at Meier Park (hereinafter referred to as the "PROJECTS"); 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 between the 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 Planner of the CITY, herein after referred to as the "PLANNER". B. The scope of work shall include design development to prepare final design and construction documents for the City's preferred design alternative. LANDSCAPE ARCHITECT's services to be performed will include architectural design, and construction bidding coordination. 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 PLANNER 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 PLANNER; 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 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 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 Fifteen Thousand Six Hundred and Fifty Dollars ($15,650), 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 PLANNER, 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 ARCHITECT based 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 PLANNER. -2- DATE PROJECT COMPONENT FEE May 2025 Topographic Survey $3,500 September 2025 Landscape Architecture Work $12,150 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. S. 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 -3- writing signed by the CITY and the LANDSCAPE ARCHITECT. Regardless of the decision of the PLANNER relative to a claim submitted by the LANDSCAPE ARCHITECT, all work required under this Agreement as determined by the PLANNER shall proceed without interruption. 9. BREACH OF CONTRACT If either parry violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other parry 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 farther 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 (815 ILCS 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 party 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 Agreement 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 Agreement. -4- 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 PLANNER 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 PLANNER. 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 PLANNER as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the PLANNER. -5- 13. CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES. PROCEDURES AND SAFETY 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 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 PLANNER, nor will the LANDSCAPE ARCHITECT make public proposals developed under this Agreement without prior written approval from the PLANNER prior to said documentation becoming matters of public record. -7- 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 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 ARCHITECT to 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 PLANNER and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The PLANNER 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: John Whalen Parks Planner City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the CONSULTANT: 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, email, or other electronic means 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, email, or other electronic means 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 IN: By: Richard G. Kozal, City Manager Atte City Clerk LANDSCAPE ARCHITECT: By: Upland Design Ltd Name/Print: Michelle A. Kelly Title: President -10- ATTACHMENT A SCOPE OF SERVICES Project Overview The City of Elgin is undertaking the installation of a new cricket pitch at Meier Park, located at 3770 Gansett Parkway. The City has identified the preliminary location of the pitch (pictured), which will be approximately 75 feet by 12 feet. This proposed location and orientation of the new pitch meet the minimum space requirements for the infield/outfield zones, but site constraints will be taken into account. The City has indicated an initial vision for the construction to consist of a concrete pad under a layer of artificial turf, with striping and stumps for wicket placement. The City would prefer the artificial turf to blend into the existing field both aesthetically and functionally. This will allow for field use for other recreational activities and prohibit drainage issues. Project Scone Upland Design proposes to assist the City of Elgin with the new pitch design and construction with the following: Kick off Meeting & Site Visit: A meeting will be held with City Staff and Upland Design. The agenda will include: • Existing Conditions • Review of proposed location and dimensions • Schedule • Construction budget and contingency amount • Construction access and staging location At that time Upland Design staff will visit the site and observed the current layout. Base Plan: A site survey will be completed by an Illinois registered land surveyor (JLH Land Surveying). This will be used as a base for design and construction documents. Schematic Design: Upland Design will prepare one layout concept plan. A line -item cost estimate for the cricket field renovation will be developed. A review meeting will be held with staff and the concept plan and cost estimates will be emailed to the City. After the meeting, Upland will make revisions as necessary to finalize the concept design. (1 virtual meeting) Park Board Presentation: Upland will prepare and present the final concept plan to the Elgin Parks & Recreation Board (1 meeting — in person) Construction Document Preparation Upland Design will prepare details, specifications, and scaled plans for the park improvements based on the approved plan. Plans for implementation by a general contractor will address: • Existing Conditions and Removals • Layout and Dimensioning • Site Amenities and Equipment List • Grading, Drainage, and Erosion Control • Landscaping and Lawn Restoration • Construction Details Technical specifications will be prepared to cover each area of construction, and a detailed bid proposal form will be created. The City will prepare and provide the general front end specifications. A review meeting with City of Elgin staff will take place at 85% document completion. The cost estimate will be updated and reviewed for this meeting. Comments from the review meeting will be incorporated into the documents and the plans, specifications and bid form will be completed for public bidding. (1 meeting —one virtual) Bidding The bid documents will be sent to the City digitally for distribution from the City offices. The City will place an ad in the local paper and perform other required procedures for bidding. Upland staff will be available throughout the bidding period to answer questions and prepare addenda if needed. The City staff will open the bids, check for math, contact references and prepare any required Board related documents. (no meetings) Contract Preparation: Construction Contracts: The City will be responsible for contract preparation for bid winners. Permitting Upon award of contract, Upland Design will be responsible for creating and submitting a permit application for this project to the City of Elgin Community Development Department. Construction Administration Upon award of a contract, Upland Design staff will make up to four (4) total site visits during construction. The City staff will make additional site visits during construction. • Review and assist with contractor field orders, change orders and clarifications • Review and comment on contractor provided closeout documents including warranties, manuals, and as -built drawings • Three total construction observation visits and one punch list site visit. • Contractor submittals and pay applications will be reviewed by Upland Design Ltd prior to forwarding to the city. Certified Payroll will not be reviewed or retained by Upland Design Ltd. At project completion, a walk through with City staff to develop a punch list. Project Schedule: Schematic Design M4y 2025 Construction Documents May — June 2025 Permitting & Bidding July 2025 Construction August — September 2025 Professional Service Fees In accordance with the described services above, the following lump -sum fee would be paid to Upland Design Ltd. This work includes our sub consultants providing survey and irrigation design. Invoices will be structured to reflect completed work. Topographic Survey $3,500 Schematic Design $2,507 Construction Document Development $4,714 Permitting & Bidding $1,768 Construction Administration $3,161 TOTAL: $15,650 The work listed herein is not to exceed lump sum cost for the services described. Any additional services which are requested shall be at the hourly rates listed in the professional services agreement. Reimbursables: Firm will bill direct non -payroll expenses at cost plus 0%. Examples of expenses include printing, boards, plans and handouts, postage and delivery. Mileage and tolls will be billed at current IRS rates. Excluded Services: Scope of services set forth on page 1-2 is included in the scope. Excluded services include but are not limited the following: Hydrologic/hydraulic modeling the floodplain/floodway, engineering of any kind, wetland mitigation, archeological services, environmental testing, subsurface conditions and material testing, boundary survey, soil borings, construction layout; construction scheduling; construction work; work -site safety, labor negotiations, permit fees, meetings, tree preservation plans or court appearances as part of these services. Hazardous Materials: The scope of the Firm's services does not include any responsibility for detection, remediation, accidental release, or services relating to waste, oil, asbestos, lead, or other hazardous materials, as defined by Federal, State, and local laws or regulations. ATTACHMENT B PROJECT SCHEDULE Description Start Date Estimated Completion Date Topographic Survey May 2025 May 2025 Design Development May 2025 May 2025 Construction Documents May 2025 June 2025 Permitting & Bidding July 2025 August 2025 Construction August 2025 September 2025