HomeMy WebLinkAbout25-0805 Hines Inc AGREEMENT
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 Hines, Inc., a Wyoming corporation (hereinafter referred to as
"ENGINEERING FIRM").
WHEREAS, the CITY desires to engage the ENGINEERING FIRM to furnish certain
professional services in connection with the renovation and irrigation systems of Soccer Field #7
at the Elgin Sports Complex (hereinafter referred to as the "PROJECT"); and
WHEREAS, the ENGINEERING FIRM 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
ENGINEERING FIRM that the CITY does hereby retain the ENGINEERING FIRM 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 for the
PROJECT. ENGINEERING FIRM's services to be performed will include
irrigation design, construction bidding coordination, and construction observation.
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.B below.
B. The ENGINEERING FIRM 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.
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3. WORK PRODUCT
All work product prepared by the ENGINEERING FIRM 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 ENGINEERING
FIRM may retain copies of such work product for its records. ENGINEERING FIRM's
execution of this Agreement shall constitute ENGINEERING FIRM's conveyance and
assignment of all right,title and interest, including but not limited to any copyright interest,
by the ENGINEERING FIRM to the CITY of all such work product prepared by the
ENGINEERING FIRM 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
ENGINEERING FIRM.
4. PAYMENTS TO THE CONSULTANT
A. The City shall reimburse the ENGINEERING FIRM for services under this
Agreement a lump sum of Seven Thousand and Nine Hundred Dollars ($7,900),
regardless of the actual costs incurred by the ENGINEERING FIRM 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 ENGINEERING FIRM the invoiced fee to the ENGINEERING FIRM. 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 ENGINEERING FIRM at ENGINEERING FIRM'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 ENGINEERING FIRM.
D. The CITY shall make periodic payments to the ENGINEERING FIRM based upon
actual progress within thirty (30) days after receipt and approval of invoice. Said
periodic payments to the ENGINEERING FIRM 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.
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DATE PROJECT COMPONENT FEE
July 2025 Pre-Design $1,700
August 2025 Construction Documents $4,500
October 2025 Construction Observation $1,700
5. INVOICES
A. The ENGINEERING FIRM shall submit invoices in a format approved by the
CITY. Progress reports (2.B above) will be included with all payment requests.
B. The ENGINEERING FIRM shall maintain records showing actual time devoted
and cost incurred. The ENGINEERING FIRM shall permit the authorized
representative of the CITY to inspect and audit all data and records of the
ENGINEERING FIRM for work done under this Agreement. The
ENGINEERING FIRM 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 ENGINEERING FIRM. In the
event that this Agreement is so terminated, the ENGINEERING FIRM 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 ENGINEERING FIRM 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 ENGINEERING FIRM'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 ENGINEERING FIRM wishes to make a claim for additional compensation as a
result of action taken by the CITY, the ENGINEERING FIRM 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 ENGINEERING FIRM's
fee shall be valid only to the extent that such changes are included in writing signed by the
CITY and the ENGINEERING FIRM. Regardless of the decision of the PLANNER
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relative to a claim submitted by the ENGINEERING FIRM, all work required under this
Agreement as determined by the PLANNER 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 ENGINEERING FIRM pursuant to Paragraph 4 hereof,
no action shall be commenced by the ENGINEERING FIRM against the CITY for
monetary damages. ENGINEERING FIRM 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 (815 ILCS 205/1, et seq.), as amended.
The parties hereto further agree that any action by the ENGINEERING FIRM 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
To the fullest extent permitted by law, ENGINEER agrees to and shall indemnify, defend
and hold harmless the CITY,its officers, employees,agents,boards and commissions from
and against any and all claims, suits, judgments, costs, attorneys fees, damages or other
relief, including but not limited to workers compensation claims, in any way resulting from
or arising out of negligent actions or omissions of the ENGINEER in connection herewith,
including negligence or omissions of employees or agents of the ENGINEER arising out
of the performance of this Agreement. In the event of any action against the CITY, its
officers, employees, agents, boards or commissions, covered by the foregoing duty to
indemnify, defend and hold harmless such action shall be defended by legal counsel of the
CITY's choosing. The provisions of this paragraph shall survive any 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.
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12. INSURANCE
ENGINEERING FIRM 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 ENGINEERING FIRM 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
ENGINEERING FIRM 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 ENGINEERING FIRM shall carry ENGINEERING
FIRM'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.
13. CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES~
PROCEDURES AND SAFETY
The ENGINEERING FIRM 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.
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14. NONDISCRIMINATION/AFFIRMATIVE ACTION
The ENGINEERING FIRM 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. ENGINEERING FIRM
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. ENGINEERING FIRM shall distribute
copies of this commitment to all persons who participate in recruitment, screening, referral
and selection of job applicants and prospective subcontractors. ENGINEERING FIRM
agrees that the provisions of Section 5.02.040 of the Elgin Municipal Code, as amended,
are 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 ENGINEERING FIRM shall remain liable
to the CITY with respect to each and every item, condition and other provision hereof to
the same extent that the ENGINEERING FIRM 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.
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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 ENGINEERING FIRM may not issue any news releases without prior approval from
the PLANNER, nor will the ENGINEERING FIRM make public proposals developed
under this Agreement without prior written approval from the PLANNER prior to said
documentation becoming matters of public record.
23. COOPERATION WITH OTHER CONSULTANTS
The ENGINEERING FIRM shall cooperate with any other consultants in the CITY's
employ or any work associated with the PROJECT.
24. INTERFERENCE WITH PUBLIC CONTRACTING
The ENGINEERING FIRM 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.
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25. SEXUAL HARASSMENT
As a condition of this contract, the ENGINEERING FIRM 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 ENGINEERING FIRM to the Department of
Human Rights upon request(775 ILCS 5/2-105).
26. SUBSTANCE ABUSE PROGRAM.
As a condition of this agreement, ENGINEERING FIRM 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 ENGINEERING FIRM 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 ENGINEERING FIRM 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:
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A. As to the CITY:
John Whalen
Parks Planner
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to the CONSULTANT:
Hines, Inc
1640 Riverside Ave., Suite 200
Fort Collins, Colorado 80524
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
ENGINEERING FIRM 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, ENGINEERING FIRM hereby certifies, represents and
warrants to the CITY that all ENGINEERING FIRM'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. ENGINEERING FIRM 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 ENGINEERING FIRM to determine ENGINEERING
FIRM's compliance with the provisions of this paragraph. In the event the CITY proceeds
with such an audit the ENGINEERING FIRM shall make available to the CITY the
ENGINEERING FIRM's relevant records at no cost to the CITY. ENGINEERING FIRM
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.
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IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Agreement effective as of the date and year first written above.
CITY OF /
By: v
4 °‘,,,/ --.
Richard G. Kozal, Ci Manage
Atte
2)(//f/IA
City Clerk
HINES, INC.:
By: .L.4244-40t-
Name/Print: Meredith Larson
Title: Principal
Legal Dept\Agreement\Eng Agr-Hines Inc-Sports Complex Field 7 Irrigation Renovation-7-8-25-Clean.docx
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ATTACHMENT A
SCOPE OF SERVICES
RE DESIGN SCOPE-OF-WORK
Task 1 - Verification of Existing Site Conditions
• One (1)site visit to verify the type, size and condition of existing irrigation pump system
equipment& infrastructure; confirming water source, irrigation mainline pipe size,routing,age,
and material; and reviewing other existing site conditions for planning future irrigation system
requirements and equipment preferences.
• One (1)meeting with the Owner's Representative to gather information on the irrigation water
source,& site topographical documentation.
• Obtain applicable State and local design standards.
CONSTRUCTION DOCUMENT SCOPE-OF-WORK
Task 2 - Booster Pump Design
• Hines will provide design of the pump station mechanical system construction documents. These
documents will detail the mechanical system equipment for the pump station installation,
location, & electrical requirements for one(1)prefabricated pumping station.
• Confirm flow and pressure requirements of the proposed pumping system. CAD generated
construction design will be developed incorporating the pump size,type,and equipment.
• Mechanical equipment plan&profile design will include size& location of pump station
enclosure.
• Coordinate electrical requirements,plan preparation& plan submittal with Client.
• Engineering&design will match specific pump station operational and maintenance performance
to project requirements.
• The booster pump is assumed to be designed at grade.
• Deliverables: CAD generated drawing sheets showing pump station equipment,pump station
controls,station controls,enclosure and notes,and specifications in CSI format.
This proposal assumes a total of three (3) drawing submittals: (50%CD, 75% CD, 100%CD)
CONSTRUCTION OBSERVATION SCOPE-OF-WORK
Task 3 - Construction Services
• On-Site Observation
• Schedule and participate in one(1)walk-through inspection at"Substantial Completion"with
Contractor for review of irrigation construction and system operation. Prepare"punch list"of all
items requiring adjustment or correction to be performed by Contractor prior to Final Inspection.
• Deliverables: Inspection report in the required format
ATTACHMENT B
PROJECT SCHEDULE
DATE PROJECT COMPONENT FEE
July 2025 Pre-Design $1,700
August 2025 Construction Documents $4,500
October 2025 Construction Observation $1,700