15-1018 Lead Based Paint Inspector COVERSHEET
Agreement/Document Attached
Document Name in Laserfiche:
15-1018 Lead Based Paint Inspector
AGREEMENT
THIS AGREEMENT is made and entered into this 1t) day of Ctfcber ,2015, by and
between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as
"CITY") and Innerspace Environmental Assessment (hereinafter referred to as
"CONSULTANT").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain
professional services in connection with Lead Based Paint Inspector—Risk Assessor(hereinafter
referred to as the"PROJECT"); and
WHEREAS, the CONSULTANT 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
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:
I. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the Sarosh Saher of
the CITY, herein after referred to as the"DIRECTOR".
B. A detailed Scope of Services is attached hereto as Attachment A.
2. 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. 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.
3. PAYMENTS TO THE CONSULTANT(Not to Exceed Method)
A. The firm shall submit detailed invoices monthly to the DIRECTOR of the Community
Development Department or his or her designee. Each invoice shall contain
information related to the various activities that were conducted along with the
personnel that conducted the work. Pricing is based on the Request for Proposal,
Attachment B, not to exceed $18,000 for the 2015 fiscal year.
4. INVOICES
A. The CONSULTANT shall submit invoices in a format approved by the CITY.
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.
5. 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 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.
In the event that the Elgin City Council rescinds funding for lead based paint testing
and assessment services as outlined in the"resulting contract"such that the necessary
work substantially deviates from that outlined within Section 3 of this Request for
Proposals, the contract shall become null and void. The contract may also be
terminated at any time by the City in its discretion upon written notice to the firm.
The City shall compensate the firm for any work conducted to the date of termination
of the contract
6. TERM
The initial term of the "resulting contract" shall be from the date of award of contract,
through May 31,2016,with an option for two(2)one-year renewals by mutual consent of
the contracting parties, beginning on the 1'day of June of every subsequent year,subject
to the availability of funds from the CDBG program and approval of an annual action by
the Elgin City Council.
Notice of intent to renew would be given to the contractor in writing by the City's
Purchasing Director, normally thirty days prior to the expiration of the current contract.
Such notice shall not be deemed to commit the City to a contract renewal. In the event the
option to extend is exercised,the fee(s)/rate(s)shall be increased by the same cost of living
percentage as shown on the consumer cost of living index for the preceding year.
7. 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
a&9
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.
8. 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. CONSULTANT hereby further waives any and all claims 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, as amended, (50 1LCS 501/1, et seq.) or the
Illinois Interest Act,as amended(815 ILCS 205/1,et seq.). Additionally,CONSULTANT
shall not be entitled to,and hereby waives,any and all rights that it may have to file suit or
bring any cause of action or claim for damages against the City of Elgin and/or its officials,
officers, employees, agents, attorneys, boards and commissions, and other affiliated
entities or persons of any nature whatsoever in whatever form after two(2)years from the
date of this Agreement.
9. CONFLICT OF INTEREST.
The firm will warrant that it does not directly or indirectly(in the past 12 months or during
the period of the "resulting contract") represent an OWNER of a BUILDING or
PROPERTY that is also the RECIPIENT OF FUNDS FROM THE CITY'S CDBG
RESIDENTIAL REHABILITATION PROGRAM. The firm shall additionally not have
been previously or presently involved in projects currently funded by the city's Residential
Rehabilitation program.
The firm and its employees are not the employees of the City of Elgin, even though they'
are working under the City's direction. The firm will not be an agent or employee of the
City, but is hereby deemed an independent contractor for all purposes.
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 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
CONSULTANT in connection herewith, including negligence or omissions of employees
or agents of the CONSULTANT 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,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. The firm 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
$2,000,000 aggregate for bodily injury and $2,000,000 aggregate for property
damage.The firm shall deliver to the Purchasing Director the certificate of insurance
naming the City of Elgin as additional insured. The policy shall not be modified or
terminated without thirty (30) days prior written notice to the Purchasing Director.
The certificate of insurance shall include the contractual obligation assumed by the
firm of indemnification provided herein.
b. The firm shall also provide, pay for, and maintain in effect during the term of this
policy,a policy of 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. The requirements for insurance coverage for the
general liability and auto insurance may be met with a combined single limit of
$2,000,000 per occurrence subject to a$2,000,000 aggregate.
c. The firm shall also carry contractor's professional liability insurance (Errors and
Omissions) covering claims resulting from errors, omissions, or negligence with a
combined single limit of not less than $1,000,000 per occurrence. A certificate of
insurance shall be submitted to the Purchasing Director as evidence of insurance
protection. The policy shall not be modified or terminated without thirty (30) days
prior written notice to the Purchasing Director.
d. The firm shall indemnify and save harmless the City,its officers and employees from
and against any and all loss, liability,and damages of whatever nature, including but
not limited to workmen's compensation claims, in any way resulting from or arising
out of negligent actions or omissions of the contractor in connection herewith,
including but not limited to negligent actions or omissions of employees or agents of
the contractor arising out of the performance of the services of the contract.
e. In the event of failure by the firm or any employee of the firm to comply with the
scheduled frequency prescribed for the performance of any part of the work described
ithin this Request for Proposals, or if any operation is omitted on any occasion when
scheduled for performance,the firm will be notified by the DIRECTOR of Community
Development Department to perform the missed or omitted operation within a time
frame set by the DIRECTOR. At any time during the term of the contract, the City
may declare the contract null and void by sending a signed letter to the firm informing
the firm that the contract has been rendered null and void as a result of the specific
documented failures and omissions of the firm. The City may also terminate the
contract at any time upon written notice to the firm
13. CONSTRUCTION MEANS,METHODS,TECHNIOUES,SEOUENCES1
PROCEDURES AND SAFETY
The CONSULTANT 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
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 contract or any interest therein shall not be assigned, transferred, or otherwise
encumbered, under any circumstances by the contractor 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.
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 JLCS 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:
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:
Sarosh Saher
Senior Planner
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to the CONSULTANT:
► C,‘ W. OND13F.gG-
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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.
IN WITNESS WHEREOF,the parties hereto have entered into and executed this
agreement effective as of the date and year first written above.
30. Contractor hereby waives any and all claims to interest on money claimed to be due pursuant
to this Agreement, and all such rights to interest to which it may otherwise be entitled
pursuant to law, including, but not limited to, pursuant to the Local Government Prompt
Payment Act, as amended (50 1LCS 505/1,ei.seq), or the Illinois Interest Act as amended
(815 ILCS 205/1,et.seq).
31. LIMITATION OF ACTIONS.Contractor shall not be entitled to and hereby waives,any
and all rights that it might have to file suit or bring any cause of action or claim for damages
against the City of Elgin and/or its affiliates,officers,employees,agents,attorneys,boards
and commissions,of whatsoever nature and in whatsoever forum after two(2)years from
the date of this Agreement.
32. 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. For the purposes of executing this
agreement,any signed copy of this agreement transmitted by fax machine or e-mail 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 fax machine or e-mail shall be considered for
these purposes as an original signature and shall have the same legal effect as an original
signature. Any such faxed or e-mailed copy of this agreement shall be considered to have
the same binding legal effect as an original document. At the request of either party any
fax or e-mail copy of this agreement shall be re-executed by the parties in an original form.
No party to this agreement shall raise the use of fax machine or e-mail as a defense to this
agreement and shall forever waive such defense.
CITY OF EL*"
By: /i40
Sea Stegall,City Man er
Attest:
1441kaii 4(jte.
City Clerk
CONSULTANT:
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RFP 15-050 December 1, 2016
Design of Police Promotional Assessment Center
JOHN JAY FOX, III
FOX AND FOXARCHITECTS
(312) 377-5074
JAYna FOXANDFOXARCHITECTS.COM
Karen Lellios
500 Park Boulevard, Suite 800
Itasca, IL 60143
630.221.1212 T
630.221.1220 F
630.344.1003 D
ktlellios@williams-architects.com
Sarah Dring
222 Architects
Business Development Manager
Project Architect
312.850.4970 x 134
847.927.0265 cell
SDring @studio222architects.com