13-74 Resolution No. 13-74
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
HOMER L. CHASTAIN & ASSOCIATES, LLP FOR GRANT WRITING SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Sean R. Stegall,City Manager,and Kimberly A. Dewis,City Clerk,be and are hereby authorized and
directed to execute an agreement on behalf of the City of Elgin with Homer L. Chastain &
Associates,LLP for grant writing services,a copy of which is attached hereto and made a part hereof
by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: April 24, 2013
Adopted: April 24, 2013
Omnibus Vote: Yeas: 6 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is hereby made and entered into this 24 day of April ,
2013, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter
referred to as "CITY") and Homer L. Chastain & Associates, LLP, (hereinafter referred to as
"ENGINEER").
WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional
services for a grant writer program to apply on behalf of the CITY for grants from various
agencies for projects in the CITY's approved five-year capital plan as well as other programs and
services that benefit the CITY (herein referred to as the "PROJECT"); and
WHEREAS, the ENGINEER 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, for and in consideration of the mutual undertaking as contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
mutually acknowledged, it is hereby agreed by and between the CITY and the ENGINEER that
the CITY does hereby retain the ENGINEER to act for and represent the CITY in the matters
involved in the PROJECT as described herein, subject to the following terms and conditions and
stipulations, to-wit:
1. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the Public Services
Director of the CITY, herein after referred to as the "DIRECTOR".
B. After written authorization by the CITY, the ENGINEER shall provide consultation
and application preparation assistance to the City for grants and low interest rate
loans. These services will include serving as the City's consultant to identify
opportunities for such funds, target specific grant programs, prepare the
applications and respond to requests for information from the grant/loan agency.
2. SCHEDULE
The ENGINEER shall provide the services outlined in Exhibit A within a two-year time
frame following the entry into and execution of this Agreement. The ENGINEER shall
submit to the DIRECTOR status reports every ninety (90) days providing a brief progress
report identifying progress, findings and outstanding issues.
3. WORK PRODUCTS
All work product prepared by the ENGINEER 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 ENGINEER may retain
copies of such work product for its records. ENGINEER'S execution of this Agreement
shall constitute ENGINEER'S conveyance and assignment of all right, title and interest,
including but not limited to any copyright interest, by the ENGINEER to the CITY of all
such work product prepared by the ENGINEER pursuant to this Agreement. The CITY
shall have the right either on its own or through such other engineers 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 ENGINEER.
4. COMPENSATION TO THE ENGINEER
The CITY will not be obligated to directly compensate the ENGINEER for the
professional services described in Section 1, above, but as compensation for the
performance of the described services the CITY agrees to select the ENGINEER to
perform the planning, designing, construction engineering services for any project for
which outside funding is secured as a result of the ENGINEER'S grant writing services.
The form of any such future agreements between the CITY and the ENGINEER shall be
as substantially set forth in this Agreement. Compensation to the ENGINEER and the
professional services to be provided in any such future agreements is to be negotiated as
part of such a separate agreement, and such separate agreements are subject to the parties
agreeing on reasonable compensation to the ENGINEER and the Scope of Services to be
provided. The fiscal year for the CITY is the 12 month period ending December 31. The
obligations of the CITY to proceed with any project for which outside funding is secured
as a result of the ENGINEER'S grant writing services in connection with any such
project to and contingent upon the appropriation of funds by the City Council of the City
of Elgin for any such projects and for any such related agreements with the ENGINEER
for such projects. Any other provisions in this Agreement to the contrary
notwithstanding, any decision to undertake or proceed with any project shall be in the
sole discretion of the CITY, and in no event shall the CITY be obligated to undertake or
proceed with any project by virtue of the Agreement, regardless of whether the
ENGINEER could secure or has secured grants or outside funding for such project, or
whether additional funds are available for such project.
5. NON-EXCLUSIVITY
This agreement shall not be exclusive. The CITY may enter into any agreements with any
other entity regarding the subject matter hereof at any time and for any reason without
liability to ENGINEER. The ENGINEER may enter into agreements with any other entity
regarding the subject matter hereof at any time for any reason without liability to the
CITY.
6. TERMINATION OF AGREEMENT
Notwithstanding any other provision hereof, the CITY may terminate this Agreement at
any time upon fifteen (15) days prior written notice to the ENGINEER.
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7. TERM
This Agreement shall have a two-year term commencing from the entry into and
execution of the Agreement.
8. INTENTIONALLY OMITTED
9. BREACH OF CONTRACT
If either party violates or breaches any term of this Agreement, such violation or breach
shall be deemed to constitute a default, and the other party 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, no action shall be commenced by the
ENGINEER against the CITY for monetary damages. ENGINEER 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 ENGINEER 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, attorney's 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 such
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 completion, expiration and/or termination of this agreement.
11. NO PERSONAL LIABILITY
No official, director, officer, agent or employee of the CITY shall be charged personally
or held contractually liable under any term or provision of this Agreement or because of
their execution, approval or attempted execution of this Agreement.
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12. INSURANCE
A. Comprehensive Liability. The ENGINEER 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 ENGINEER shall deliver to
the DIRECTOR a Certification 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 DIRECTOR. The Certificate of Insurance shall
include, but not be limited to, coverage for the contractual obligation assumed by
ENGINEER under Article 10 herein entitled"Indemnification" herein. This
insurance shall apply as primary insurance with respect to any other insurance or
self-insurance programs afforded to the CITY. There shall be no endorsement or
modification of this insurance to make it excess over other available insurance,
alternatively if the insurance states that it is excess or prorated, it shall be
endorsed to be primary with respect to the CITY.
B. Comprehensive Automobile Liability: Comprehensive Automobile Liability.
Insurance covering all owned, non-owned and hired motor vehicles with limits of
not less than $500,000 per occurrence for damage to property.
C. Combined Single Limit Policy. The requirements for insurance coverage for the
general liability and auto exposures may be met with a combined single limit of
$1,000,000 per occurrence for damage to property.
D. Professional Liability. The ENGINEER shall carry Engineers Professional
Liability.Insurance covering claims resulting from error, omissions or negligent
acts with a combined single limit of not less than $1,000,000 per occurrence. A
Certificate of Insurance shall be submitted to the DIRECTOR as evidence of
insurance protection. The policy shall not be modified or terminated without
thirty(30) days prior written notice to the DIRECTOR.
13. INTENTIONALLY OMITTED
14. NONDISCRIMINATION
In all hiring or employment made possible or resulting from this Agreement, there shall
be no discrimination against any employee or applicant for employment because of sex,
age, race, color, creed,- national origin, marital status, of the presence of any sensory,
mental or physical handicap, unless based upon a bona fide occupational qualification,
and this requirement shall apply to, but not 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
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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 ENGINEER shall remain liable to the
CITY with respect to each and every item, condition and other provision hereof to the
same extent that the ENGINEER 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.
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. There are no other agreements,
either oral or implied, regarding the.subject matter hereof. Each party agrees that no
representations or warranties shall be binding upon the other party unless expressed in
writing herein or in a duly executed written amendment hereof, or change order as herein
provided.
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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 ENGINEER may not issue any news releases without prior approval from the
DIRECTOR, nor will the ENGINEER 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 ENGINEER shall cooperate with any other consultants in the CITY's employ or any
work associated with the PROJECT.
24. INTERFERENCE WITH PUBLIC CONTRACTING
The ENGINEER 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 ENGINEER shall have written sexual harassment
policies that include, at a minimum, the following information:
A. The illegality of sexual harassment;
B. The definition of sexual harassment under state law;
C. A description of sexual harassment, utilizing examples;
D. The vendor's internal complaint process including penalties;
E. The legal recourse, investigative and complaint process available through the
Illinois Department of Human Rights, and the Illinois Human Rights
Commission;
F: Directions on how to contact the department and commission;
G. Protection against retaliation as provided by Section 6-101 of the Human Rights
Act.
A copy of the policies must be provided to the Department of Human Rights upon
request 775 ILCS 5/2-105.
26. SUBSTANCE ABUSE PROGRAM.
As a condition of this agreement, ENGINEER 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.
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27. WRITTEN COMMUNICATIONS
All recommendations and other communications by the ENGINEER 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 ENGINEER 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 CITY:
Public Services Director
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to,ENGINEER:
David L. Lawry, Director of Municipal Services
Homer.L. Chastain & Associates, LLP, Consulting Engineers
8609 W.-Bryn Mawr, Suite 204
.-Qhicdgo, Illinois'60631
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
ENGINEER 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, ENGINEER hereby certifies, represents and warrants to the CITY that all
ENGINEER'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. ENGINEER
shall also at its expense secure all permits and licenses, pay all charges and fees and give
all notices becessary and incident to the due and lawful prosecution of this Agreement.
The CITY shall have the right to audit any records in the possession or control of the
ENGINEER to determine ENGINEER's compliance with the provisions of this section.
In the event the CITY proceeds with such an audit the ENGINEER shall make available
to the CITY the ENGINEER's relevant records at no cost to the CITY.
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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.
FOR THE CITY: FOR THE ENGINEER:
By
City TVanager
Attest: Attest: .
By
City Clerk
"OFFICIAL SEAL"
CYNTHIA FOWLER
�* Notary Public,State of Illinois
-+ My Commission Expires 05121116
F:\Legal Dept\Agreement\Generic Grant Writing Agreement-Homer Chastain Assoc iates-4-12-13.docx
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HOMER L.
CHASTAIN
& ASSOCIATES, LLP 8609 W BRYN MAWR
SUITE 204 773-714-0050
CONSULTING ENGINEERS CHICAGO,ILLINOIS 60631 FAX:773-714-0055
January 24, 2013
Daniel Rich
Public Works Superintendent
City of Elgin
Public Works Department
1900 Holmes Road
Elgin, IL 60123
RE: Grant Writing Agreement Services
Dear Mr. Rich:
Thank you for your consideration of Homer L. Chastain and Associates(HLC)for the City's Grant
Writing Agreement. In conjunction with the terms of this agreement, HLC proposes to provide
effort necessary to complete grant applications for the following types of grant opportunities.
The list contains those grant opportunities familiar to HLC but should not be considered
exclusively. Other types of grants can be considered should those further opportunities be
available.
• Surface Transportation Program(STP)—through Kane/Kendall Council of Mayors.The
next call for projects is expected late winter 2013.
• Congestion Mitigation Air Quality(CMAQ)—through Chicago Metropolitan Agency for
Planning.CMAP now requires completion of Phase I studies before a grant application
can be submitted.
• Department of Commerce and Economic Opportunity(DCEO)
• Federal Emergency Management Agency(FEMA)
• Open Space Land Acquisition and Development(OSLAD)
• Illinois Environmental Protection Agency(IEPA)—including low interest loans, Illinois
Green Infrastructure Grants (IGIG)and 319 Grants for nonpoint pollution control.
• Safe Routes to School—Federal Highway Administration (FHWA)/Illinois Department of
Transportation (IDOT)
HLC looks forward to continuing its relationship with the City of Elgin. Please contact me with
any questions. I can be reached at 773-714-0500, ext 2511.
Sincerely
David L. Lawry
Director of Municipal Services
Exhibit A
ELGIN
THE CrrY IN THE SUBURBS-
DATE: May 9, 2013
TO: Dan Rich, Public Works Superintendent
FROM: Jennifer Quinton, Deputy City Clerk
SUBJECT: Resolution No. 13-74 Adopted at the April 24, 2013, Council Meeting
Enclosed you will find the agreement listed below. Please distribute this agreement to the other
party and keep a copy for your records if you wish. If you have any questions please feel free to
contact our office 847-931-5660 and we will do our best to assist you. Thank you.
• Agreement with Homer L. Chastain& Associates, LLP for Grant Writing
Services