2015 Strand Associates concrete reservoirAGREEMENT
THIS AGREEMENT is made and entered into this day of , 20 , by
and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as
"CITY") and Strand Associates, Inc. (hereinafter referred to as "ENGINEER").
WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional
services in connection with the Concrete Reservoir Inspection Project (hereinafter 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, it is hereby agreed by and between the CITY and the ENGINEER
that the CITY does hereby retain the ENGINEER for and in consideration of the mutual
promises and covenants contained herein, the sufficiency of which is hereby acknowledged to act
for and represent it in the engineering matters involved in the PROJECT as described herein,
subject to the following terms and conditions and stipulations, to -wit:
1. SCOPE OF SERVICES
2.
A. All work hereunder shall be performed under the direction of the Water Director
of the CITY, or her designee, herein after referred to as the "DIRECTOR".
B. The Scope of Services for the Project shall include providing professional
services including collection of historical information, reservoir inspection, report
preparation, and preparation of a preliminary engineer's opinion of probable
construction cost for the correction of deficiencies.
C. A detailed Scope of Services is attached hereto as Attachment A.
A. An outline project milestone schedule is provided hereinunder.
a. Reservoir Inspections: September 21-30, 2015
b. Draft Report: November 2, 2015
c. Final Report: November 23, 2015
B. A detailed 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 C below.
C. The ENGINEER will submit to the DIRECTOR monthly a status report keyed to
the project schedule. A brief narrative will be provided 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. PAYMENTS TO THE ENGINEER (Lump Sum Method)
A. The CITY shall reimburse the ENGINEER for services under this Agreement a
lump sum of 15,000.00 Dollars, regardless of actual Costs incurred by the
ENGINEER unless substantial modifications to the project are authorized in
writing by the DIRECTOR.
B. The CITY shall make periodic payments to the ENGINEER based upon actual progress
within 30 days after receipt and approval of invoice. Full payments for each task shall
not be made until the task is completed and accepted by the DIRECTOR.
5. INVOICES
A. The ENGINEER shall submit invoices in a format approved by the CITY.
Progress reports (2C above) will be included with all payment requests.
B. The ENGINEER shall maintain records showing actual time devoted and cost
incurred. The ENGINEER shall permit the authorized representative of the CITY
to inspect and audit all data and records of the ENGINEER for work done under
this Agreement. The ENGINEER shall make these records available at
reasonable times during the Agreement period, and for a 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 ENGINEER. In the event that
this Agreement is so terminated, the ENGINEER 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 ENGINEER is given a notice to
proceed and, unless terminated for cause or pursuant to Article 5, shall be deemed
concluded on the date the CITY determines that all of the ENGINEER'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 the Agreement.
8. NOTICE OF CLAIM
If the ENGINEER wishes to make a claim for additional compensation as a result of
action taken by the CITY, the ENGINEER shall give written notice of his claim within
15 days after occurrence of such action. No claim for additional compensation shall be
valid unless so made. Any changes in the ENGINEER's fee shall be valid only to the
extent that such changes are included in writing signed by the CITY and the ENGINEER.
Regardless of the decision of the DIRECTOR relative to a claim submitted by the
ENGINEER, 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 parry has the right to seek such
administrative, contractual or legal remedies as may be suitable to the violation or breach;
and, in addition, if either party, by reason of any default, fails within fifteen (15) days
after notice thereof by the other party to comply with the conditions of the Agreement,
the other party may terminate this Agreement. Notwithstanding the foregoing, or
anything else to the contrary in this Agreement, with the sole exception of an action to
recover the monies the CITY has agreed to pay to the ENGINEER pursuant to Paragraph
4 hereof, 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 seg.), 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, 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.
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 which shall include Contractual obligation assumed
by the ENGINEER under Article 10 entitled "Indemnification" shall be provided.
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 subject to a $1,000,000 aggregate.
C. 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. CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES,
PROCEDURES AND SAFETY
14.
The ENGINEER 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.
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 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.
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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.
SEVERABILITY
The parties intend and agreed that, if any
other provision of this Agreement, or any
otherwise unenforceable, all other portions
and effect.
HEADINGS
paragraph, sub -paragraph, phrase, clause or
portion thereof, shall be held to be void or
of this Agreement shall remain in full force
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.
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.
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.
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 shall be provided by ENGINEER 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.
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:
Kyla B. Jacobsen
Water Director
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to ENGINEER:
Chris J. Ulm, P.E.
Project Manager
Strand Associates, Inc.
1170 South Houbolt Road
Joliet, IL 60431
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 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
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. ENGINEER
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.
FOR THE CITY:
By. —
City Manager
Attest:
ity Jerk
FOR THE ENGINEER:
FALegal Dept\Agreement\ENGINEERJNG AGREEMENT-FORM-01-23-12.doe
ATTACHMENT A
SCOPE OF SERVICES
ELGIN RESERVOIR INSPECTIONS
SCOPE OF SERVICES
1. Conduct a project kick-off meeting with City Staff.
2. Review and evaluate the existing site information provided by the City,
including:
a. Electronic and paper copy documents stored from previous inspections.
b. Information that the City has regarding the facilities, including
drawings and specifications.
3. Perform an on-site reservoir inspection with two staff for each reservoir
to identify and confirm the scope of work needed to maintain each
reservoir. Proper fall protection equipment will be used. Specific tasks
to be performed include:
a. Observe the condition of the reservoir, including interior walls,
ceiling, hatchways, electrical penetrations, and exterior portions.
b. Observe the thickness and condition of the accessible pipe coatings.
c. Observe the condition of hatches, ladders, and accessories, including
overflow piping and vents.
e. Prepare a Reservoir Inspection form. A copy of the. form will be
attached to the observation report and submitted to the City.
4 Prepare an observation report for each inspected reservoir. The reports
will include:
a. Findings on the existing conditions of the reservoir and its structural
integrity, reservoir coatings, and appurtenances, including hatches and
vents, piping and penetrations, electrical equipment, and will include
a code review.
b. Compare current codes and City preferences with actual tank features to
develop a comprehensive list of items to rehabilitate.
c. Brief history of tank construction, painting, and ongoing maintenance
procedures.
d. Photographs taken during the site visit.
e. Recommendations for repair and suggested schedule of needed maintenance
of existing reservoir.
f. Provide an engineer's preliminary opinion of probable construction cost
for the correction of the tank's deficiencies, including repair items,
a coating or lining systems alternative, and expected life cycles.
g. Submit two copies of draft report to the City.
h. Gather comments from City for Draft report
i. Incorporate City comments as necessary and submit two copies of final
report to the City.
ATTACHMENT B
PROJECT SCHEDULE
Task Description
2015
August
September
October
November
Selection of Firms
1
Ne otiation)Authorize Agreement
Execution of Aareement
Notice to Proceed
Kick-off fleeting
City Draining Reservoirs
Inspection of Reservoir 1
Inspection of Reservoir 2
Preparation of Reservoir 1 Draft Report
Preparation of Reservoir 2 Draft Report
Submittal of Draft Reports to City
City Review of Draft Report
Meeting with City Staff
Preparation of Final Reports
Submittal of Final Reports to City
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