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11-0518 DLA Architects . , 1\-osa AGREEMENT THIS AGREEMENT is made and entered into this V% day of \Ac...u\ , 2011, by and between the CITY OF ELGIN,an Illinois municipal corporation(hereinafter referkd to as"CITY") and DLA ARCHITECTS, LTD., an Illinois professional corporation, (hereinafter referred to as "CONSULTANT") WHEREAS,the CITY desires to engage the CONSULTANT to furnish certain professional services in connection with conducting a"sustainability assessment" for the building located at 31 South Grove Avenue(hereinafter referred to as the "PROJECT"); and WHEREAS, the CONSULTANT represents that he 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 CONSULTANT that the CITY does hereby retain the CONSULTANT 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 Sustainability and Grants Coordinator of the CITY, herein after referred to as the"DIRECTOR". B. CONSULTANT shall perform the Phase I services for the Project as outlined in CONSULTANT's proposal dated March 24, 2011 and modified March 28,2011 ,a copy of which is attached hereto and made a part hereof as Attachment A. It is agreed and understood that the Phase II services, as identified in Attachment A, are not being procured as a result of this Agreement. Any agreement to procure such Phase II services for the PROJECT shall require a written agreement between the parties for such additional services. 2. SCHEDULE A. CONSULTANT shall commence the services to be performed pursuant to this Agreement upon entry into this Agreement and shall complete same within three months of execution of this Agreement. B. The CONSULTANT will submit to the DIRECTOR monthly a status report and with all invoices. A brief narrative will be provided identifying progress, findings and outstanding issues. 3. WORK PRODUCT All work product prepared by the CONSULTANT 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 DIRECTOR;provided,however,that the CONSULTANT may retain copies of such work product for its records and be used for marketing, research and similar efforts. CONSULTANT's execution of this Agreement shall constitute CONSULTANT's conveyance and assignment of all right, title and interest, including but not limited to any copyright interest,by the CONSULTANT to the CITY of all such work product prepared by the CONSULTANT 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 CONSULTANT. 4. PAYMENTS TO THE CONSULTANT A. For services provided the CONSULTANT shall be paid a lump sum of$11,500 regardless of the actual costs incurred by the CONSULTANT unless substantial modifications to the scope of the work are authorized in writing by the DIRECTOR and approved by way of written amendment to this Agreement executed by the parties. B. The CITY shall also reimburse the CONSULTANT for printing costs,subject to the approval of the DIRECTOR. Such reimbursement to the CONSULTANT shall not exceed the total amount of$ 200. C. The CITY shall make periodic payments to the CONSULTANT based upon actual progress within thirty(30) days after receipt and approval of invoice. 5. INVOICES A. The CONSULTANT shall submit invoices in a format approved by the CITY. Progress reports (2B above)will be included with all payment requests. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the CITY to inspect and audit all data and records of the CONSULTANT for work done under this Agreement. The CONSULTANT shall make these records available at reasonable times during the Agreement period and for one(1)year after termination of this Agreement. -2 - 6. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof,the CITY may terminate this Agreement at any time upon written notice to the CONSULTANT. In the event that this Agreement is so terminated, the CONSULTANT 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 CONSULTANT 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 CONSULTANT'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 CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY,the CONSULTANT 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 CONSULTANT's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the CONSULTANT. Regardless of the decision of the DIRECTOR relative to a claim submitted by the CONSULTANT, all work required under this Agreement as determined by the DIRECTOR 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 CONSULTANT pursuant to Paragraph 4 hereof, no action shall be commenced by the CONSULTANT against the CITY for monetary damages. 10. INDEMNIFICATION To the fullest extent permitted by law,CONSULTANT agrees to and shall indemnify,defend and hold harmless the CITY, its officers,employees, agents,boards and commissions from -3 - and against any and all claims,suits,judgments,costs,reasonable 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 CONSULTANT in connection herewith, including negligence or negligent omissions of employees or agents of the CONSULTANT arising out of the performance of this Agreement. The provisions of this paragraph shall survive any expiration, completion 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 CONSULTANT 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 CONSULTANT shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as additional insured. The Certificate of Insurance which 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. 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 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 CONSULTANT shall carry CONSULTANT's Professional Liability Insurance Covering claims resulting from negligent 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. 13. INTENTIONALLY OMITTED -4 - . . 14. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex,age,race, color,creed,national origin,marital status,of the presence of any sensory,mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination,rates of pay or other forms of compensation and selection for training,including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex,race,color,creed, national origin,age except minimum age and retirement provisions, marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 15. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 16. DELEGATIONS AND SUBCONTRACTORS Any assignment,delegation or subcontracting shall be subject to all the terms,conditions and other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect to each and every item,condition and other provision hereof to the same extent that the CONSULTANT 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 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. - 5 - . . 19. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define,limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed,modified, discharged or extended except by written amendment duly executed by the parties. 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 CONSULTANT may not issue any news releases without prior approval from the DIRECTOR, nor will the CONSULTANT 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 CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The CONSULTANT 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 CONSULTANT shall have written sexual harassment policies that include, at a minimum, the following information: -6- 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 CONSULTANT to the Department of Human Rights upon request 775 ILCS 5/2-105. 26. SUBSTANCE ABUSE PROGRAM. As a condition of this Agreement, CONSULTANT 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 CONSULTANT 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 CONSULTANT 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: Aaron Cosentino Sustainability and Grants Coordinator City of Elgin 150 Dexter Court - 7 - Elgin, Illinois 60120-5555 With a copy to: Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the CONSULTANT: Bruce R. Dahlquist DLA Architects Ltd. 462 N. McLean Boulevard Elgin, Illinois 60123 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 CONSULTANT 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. CONSULTANT hereby certifies, represents and warrants to the CITY that all CONSULTANT'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. CONSULTANT 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 CONSULTANT to determine CONSULTANT's compliance with the provisions of this paragraph. In the event the CITY proceeds with such an audit the CONSULTANT shall make available to the CITY the CONSULTANT's relevant records at no cost to the CITY. CONSULTANT shall pay any and all costs associated with any such audit. [SIGNATURE PAGE FOLLOWS] - 8 - 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 ELGIN: By: an Stegall, City Manager Attest: City Clerk CONSULTANT: DLA ARCHITECTS, LTD. By: Lat., Name/Print: 13ire,,cas Lic2„cd -r Title: fiNe5 tOP-Prr F:\Legat Dept\Agreement\DLA Architects Chamber Green Assessment-clean-5-18-11 doc - 9 - ATTACHMENT A PHASE I SERVICES Proposal modified March 28, 2011 and approved verbally by Bruce Dahlquist, President of DLA Architects. March 24, 2011 Mr. Aaron Cosentino City of Elgin 150 Dexter Court Elgin, IL 60120 Re: Green Facility Assessment Elgin Chamber of Commerce Office(former Woolworth's store) Dear Aaron: In December, I met with Leo Nelson and Bob yNa|m, having walked the building with them to review the existing conditions regarding the upgrade of the existing facility in terms of Green/Sustainable Design as well as Green Operations and Maintenance policies. As a result, I would propose to approach a "Greening" Facilities Assessment in two phases: Phase 1: Since the City of Elgin does not have drawings of the bui|ding, the first step would be to field measure the building and draw the Basement Floor Plan, First Floor Plan, and the Second Floor Plan. These will be used for this otudy, but will also give the City digital floor plans for other future projects. Next, we would walk the entire buiNing, including the roof and the basement to review the existing conditions. This would include mnohitantuna|, meohanica|, p|umbing, and electrical conditions. From this, we would identify potential opportunities to upgrade the conditions of the existing building shell and infrastructure. This will include the walls, doors, roof, interior finishes, opp//anceo, as well as cleaning and operations policies. The existing plumbing, mechanical, and electrical systems will be reviewed for system efficiency. The purpose will be to compare the existing facility to U.S. Green Building Council LEED guidelines. This is an accepted standard for Green and Sustainable Design. Appropriate principles will be suggested to incorporate into a potential renovation of the existing facility. The deliverable will be a written report. It will include: 1. An analysis of the existing conditions which may relate to Green and Sustainable Design 2. Photographs identifying areas for potential |mpnovement, cross referenced to the floor plans. 3. Floor plans referencing these areas — Floor plans will also show plumbing fixtures, locations of mechanical equipment, and locations of electrical panels. 4. LEED checklist showing potential "Greening Improvements". We are not suggesting that this become a LEED project at this time, just incorporating LEED principles in the renovation. . , 5. Write a final report with recommendations for appropriate(or reasonable) improvements. G. Meeting time Phase 2: Currently, the City of Elgin is attempting to locate and consolidate utility bills for this building. Gas bills have been located. We would develop energy modeling to identify system efficiencies. The results of this would be incorporated into the overall "Greening" Facilities Assessment. The intent of this analysis would not be to perform a facility assessment, life safety ounvey, asbestos or hazardous material inspection, Americans with Disabilities Act/Illinois Accessibility Code survey. Our architectural/engineering professional fees for this work would be: Phase 1: $11,500—excluding reimbursable printing costs, subject to approval of the pjact manager. Phase 2: If completed, will be done through a separate proposal and contract. The results of this survey will provide guidance for "greening" the building. This will help with the image portrayed to potential businesses considering Elgin as a home, as well as reducing the energy demand, and ultimately the operations and maintenance costs. We look forward to working with the City of Elgin in providing guidance to the greening of this bui/ding, potentially one of the most visible resources for businesses and the community-at-large. As part of the project scope, DLA will draw the exterior elevations and make suggestions for the upgrade of the exterior facades, consistent with the Façade Improvement Program. The scope of our work would include preparing "existing conditions" a|evationo, façade deoign, as well as façade presentation renderings along the south and west facades. We will include this as a part of our fee identified above (excluding reimbursable printing costs). We have significant experience with the Preservation and Raotonohon, including the City of Elgin Façade Improvement Program - having done the following projects: Hines and Associates—Phase 1 and Phase 2 Offices of Manuel Barbosa, Attorney at Law Grove Avenue—Elgin Federal Savings Douglas Avenue Façade Improvements Studio One Kale Uniform Office/Commercial Facility for Roflie Bray—South Grove Carlson's Art Supplies—Chicago Street South State Street Façade Improvements Elks Club West State Street B&D Office Machine The Tower Building The Ackeman Building Richards Building—Douglas Avenue (Urban Homesteading) 10 N. Douglas 122 S. Douglas 53-63 Douglas (McBride Building) . . I I was one of the co-founders and Past Chairman of the Elgin Heritage Commission — helping set preservation policy for the City of Elgin. In addition, DLA has done the restoration of the Lords Park Pavi|hzn, the restoration and addition to the Elgin Public yNuaeum, and the historic remodeling of the Community Crisis Center. We have also designed all of the additions to the historic School District U-46 schools. In addition, I was Co-Founder and Past Chairman of the Fox Valley Branch of the U.S. Green Building Council. We are leaders in Green and Sustainable Oeaign, with a significant portfolio of LEED Registered and Certified projects. As you can see, we certainly have an outstanding reputation and provide significant expertise in the blending of Green and Sustainable Design with Preservation. If you have any queodonn, please contact me. Sincerely, Bruce R. Oah|quiotA|/\. LEED AP BD+C NOTICE: This communication is covered by the Electronic Communications Privacy Act, found at 18 U.S.C. 2510 et. seq. and is intended to remain confidential. If you are not the intended recipient of this message, or if this message has been addressed to you in error, please immediately alert the sender by reply e-mail and then delete this message and all attachments. Do not deliver, distribute or copy this message and/or any attachments and if you are not the intended recipient, do not disclose the contents or take any action in reliance upon the information contained in this communication or any attachments.