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16-50 Resolution No. 16-50 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SAFE STEP, LLC FOR SIDEWALK REPAIRS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Safe Step, LLC for sidewalk repairs, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 13, 2016 Adopted: April 13, 2016 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CITY OF ELGIN AGREEMENT FOR Sidewalk Repairs This agreement is made and entered into this 13th day of April , 2016 by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois, and Safe Step, LLC, a Wisconsin limited liability company having a principal place of business at 130 Industrial Park,Hortonville,WI,54944("the CONTRACTOR"). ARTICLE I. SCOPE OF WORK. The CONTRACTOR shall provide the goods and/or services provided in the scope of work attached hereto and made a part hereof as Attachment A. ARTICLE H. PRICE. The CITY shall pay the CONTRACTOR at a rate of$28.95 per inch- foot cut, for an amount not to exceed $50,000. ARTICLE III. DURATION. The CONTRACTOR shall commence the performance of this agreement upon receipt of a fully executed agreement. The project will be completed with 180 actual work days; approximately 250 calendar days from the date of this agreement. This agreement shall terminate upon project completion or March 1, 2017, whichever is earlier. ARTICLE IV. TERMINATION. The following shall constitute events of default under this agreement: a) any material misrepresentation made by the CONTRACTOR to the CITY,b) any failure by the CONTRACTOR to perform any of its obligations under this agreement including, but not limited to, the following: (i) failure to commence performance of this agreement at the time specified in this agreement due to a reason or circumstance within the CONTRACTOR's reasonable control, (ii) failure to perform this agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this agreement within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control, (iii) failure to perform this agreement in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of this agreement, including, but not limited to the Affirmative Action requirements, and(vi) any other acts specifically and expressly stated in this agreement as constituting a basis for termination for cause. The CITY may terminate this agreement for its convenience upon fourteen (14) days prior written notice. ARTICLE V. DAMAGES. From any sums due to the CONTRACTOR for services, the CITY may keep for its own the whole or any part of the amount for expenses, losses and damages as directed by the Purchasing Director, incurred by the CITY as a consequence of procuring services as a result of any failure, omission or mistake of the CONTRACTOR in providing the goods and services as provided in this agreement. ARTICLE VI. GOVERNING LAWS AND ORDINANCES. This agreement is made subject to all the laws of the State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances, or in the event any of the terms or provisions herein are deemed to be void or otherwise unenforceable for any reason, such clause shall be void (the remainder of the agreement shall not be affected) and the laws or ordinances shall he operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with the agreement shall be in the Circuit Court of Kane County, Illinois. ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color,religion, sex, ancestry,national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The CONTRACTOR will take affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment,screening,referral and selection of job applicants and prospective subcontractors. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code, 1976, is hereby incorporated by reference, as if set out verbatim. ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in this agreement without prior written consent of the CITY. ARTICLE IX. AMENDMENTS. There shall be no modification of the agreement, except in writing and executed with the same formalities of the original. ARTICLE X. NOTICES. Any notice given under this agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered,return receipt requested,addressed,if to CONTRACTOR,at the address set forth above to the attention of the project manager or undersigned representative, and if to the CITY, to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE XI. INDEMNIFICATION. To the fullest extent permitted by law, CONTRACTOR agrees to and shall indemnify,defend and hold harmless the CITY, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of CONTRACTOR or CONTRACTOR'S officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. 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. ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the City of EIgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XIII. APPROPRIATIONS. The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations 2 which accrue in that fiscal year and authorization to spend such funds for the purposes of the agreement. If, for any fiscal year during the term of the agreement, sufficient funds for the discharge of the CITY'S obligations under the agreement are not appropriated and authorized, then the agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination. ARTICLE XIV. PREVAILING WAGE. This agreement is considered a Public Works construction and is subject to the Illinois Prevailing Wage Act(820 ILCS 130/1-12). ARTICLE XV. NO AGENCY. This agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto, except as may be specifically provided for herein. ARTICLE XVI. ENTIRE AGREEMENT. This agreement embodies the whole agreement of the parties. There shall be no promises,terms,conditions or obligations other than those contained therein; and this agreement shall supersede all previous communications, representations, or agreements, either verbal or written,between the parties. ARTICLE XVII. 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 CONTRACTOR 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, CONTRACTOR hereby certifies,represents and warrants to the CITY that all CONTRACTOR'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. CONTRACTOR 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 CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. CONTRACTOR shall pay any and all costs associated with any such audit. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTORS employees and/or agents located in the United States, who will be providing products and/or services with respect to this agreement, shall be legally authorized to work in the United States. ARTICLE XVIII. ELECTRONIC SIGNATURE. 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 3 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. ARTICLE XIX. WAIVER OF INTEREST. 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 ILCS 505/1. et.seq), or the Illinois Interest Act as amended(815 ILCS 205/1, et.seq). ARTICLE XX. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. The person signing this agreement on behalf of the CONTRACTOR hereby warrants and represents that he/she has authority to commit the CONTRACTOR and has been authorized to execute this agreement on behalf of the CONTACTOR. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN Sea tegall City Manager FEIN No. `ZQ - �5 II 06 F:ALegal Dept\Agreement ASafe Step-Sidewalk Repairs-clean 3-30-16.docx 4 ATTACHMENT A SCOPE OF WORK Safe Step, LLC shall provide: 1. ADA complaint saw-cut removal of identified or criteria matched trip hazards in areas directed by the City of Elgin. 2. A detailed report listing the street address or location, GPS coordinates and dimensions of each repair, and total amount of inch-feet measurement shall be determined by finding the average of the displacement of the trip hazard in inches multiplied by the length of the cut in feet. An inch-feet measurement will be provided for each trip hazard. 3. Each hazard shall be repaired with a 12:1 cut slope ratio. 4. An orderly procession through the work area based on the prioritization of the City of Elgin and will cease work when the budget limit is reached. 5. Certified payroll records to the City of Elgin when the project is completed that will be fully compliant with the requirements of the Illinois Prevailing Wage Act. 5