18-0426 Environmental Design International - UnsignedAGREEMENT
THIS AGREEMENT is made and entered into this day of , 2018, by and
between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY)
and Environmental Design International, Inc., an Illinois corporation (hereinafter referred to as
"CONSULTANT ").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional
services in connection with issues relating to lead water service lines, the Illinois Department of
Public Health, and water quality and public water supplies with respect to lead in drinking water
(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:
1. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the City Manager of the
CITY, herein after referred to as the "DIRECTOR ".
B. The proposed scope of work and fee estimate are teased on the information provided
by the CITY, CONSULTANT'S meeting with the CITY on March 8, 2018, state and
federal regulations drinking water regulations and guidelines, and EDT's prior
experience on similar projects.
All work will be field directed, supervised and reviewed by Mr. Crary P. Ftentge, who
is a Licensed Environmental Health Practitioner (LEHP) in Illinois, uniquely
qualified and licensed to address public health concerns.
Project Understanding. CONSULTANT understands that the CITY has several
concerns with statements and presentations made by the Illinois Department of Public
Health (IDHP), concerning water quality in public water supplies with respect to lead
in drinking water. CONSULTANT understands that the CITY has postponed several
shovel ready infrastructure improvement projects focused on the community water
supply distribution systems, based on comments made by the IDFIP. CONSULTANT
understands that CITY wishes to retain CONSULTANT to provide professional
environmental consulting services to assist and support the CITY in further
evaluating the claims and position of the IDPH with respect to the CITY'S
community water supply systems and infrastructure.
Scope of Services. CONSULTANT will coordinate with the CITY and provide as-
needed professional environmental consulting services. CONSULTANT's services
may include:
• Review and consulting on applicable water quality standards;
r Review and consulting with applicable local, state, and federal water quality
regulations and laws;
* Meetings with local, state, and federal water quality officials;
• Meetings with local, state elected officials;
• Field audit and evaluation assistance on water infrastructure;
• Written reports documenting CONSULTANT'S activities and findings, as-
needed; and,
• Other supporting environmental consulting services as deemed necessary.
2. PROGRESS REPORTS
The CONSULTANT will submit to the DIRECTOR progress reports as requested by the
DIRECTOR.
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. 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 pursuant to this Agreement the CONSULTANT shall be paid
at the direct hourly rate of personnel employed on this PROJECT, at the rates set
forth in Exhibit A attached hereto with the total fees and amount to be paid to the
C ~ONSULTANT not to exceed $20,000.
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B. All reimbursable expenses and all other costs are included within the not to exceed
amount of $20,000 provided for in Paragraph 4A above.
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.
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.
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 CONSULTANT. In the event that this
Agreement is so terminated, the CONSUL "I'ANI' shall be paid for services actually
performed and reimbursable expenses actually incurred prior to termination, except that
reimbursement shall not exceed the amounts set forth under Paragraph 4 above.
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This Agreement shalt 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
and approved by way of written amendment to this Agreement. 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.
BE
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 ether 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 or rights to interest on money
claimed to he 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 (54 ILLS 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 CONSULTANT 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, 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 ofthe
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. Comprehensive Liability. The CONSULTANT shall provide, pay for and maintain
in effect, during the term of this Agreement, a policy of comprehensive general
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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 Certificate 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 the contractual obligation assumed by the
CONSULTANT under Paragraph 10 entitled "Indemnification ".
This insurance Shall be primary and non - contributory 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.
B. Comprehensive Automobile Liability. Comprehensive Automobile Liability
Insurance covering all owned, non -owned and hired motor vehicles with limits, ofnot
less than $500,000 per Occurrence for bodily injury and/or property damage.
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 error, omissions or
negligent acts with a combined single limit of not less than $1,000,000 per claim. 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
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this provision shall be considered a violation of a material provision of this Agreement and
shall be grounds for cancellation, termination or suspension, in whale 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.
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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.
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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 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 ILLS 5133E 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 haw to contact the department and commission;
0. protection against retaliation as provided by Section 6 -101 of the Duman Rights Act.
A copy of the policies shall be provided by CONSULTANT to the Department of Human
Rights upon request 775 ILLS 512 -105.
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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 ILLS 26511 et seq. A copy of
such policy shall be provided to the City's 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:
Richard G. Kozal
City Manager
City of Elgin
150 Dexter Court
Elgin, Illinois 60120 -5555
With a Copy to:
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, Illinois 60120 -5555
B. As to the CONSULTANT:
Gary P. Flentge
Vice President
Environmental Design International, Inc.
33 W. Monroe Street, Suite 1825
Chicago, Illinois 60603 -5326
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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 legally authorized to work in 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.
Kozal, City Manager
City Clerk
ENVIRONMENTAL DESIGN INTERNATIONAL, INC.:
P, I - j -d M91
Title:
F:\Lepl Dept\AgreementW Dnsuitant Agreenlent- Environmental Design Intemational -4- 26- 18.docx
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EXHIBIT A
BILLING DATES
1. For the as- needed Scope of Work detailed in the Agreement, CITY agrees to pay
CONSULTANT time- and - materials in accordance with the fees outlined herein, with the
total fees and amount not to exceed $20,040.00.
K.
3.
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CONSULTANT agrees to submit invoices monthly with time sheet and materials/equipment
invoices or as otherwise required for services rendered.
All primary consulting services will be performed at the Principal level. Additional
resources will be provided to the Client as- needed to support the Client.
Provided consulting services or work performed on an hourly basis will be at the following
rates:
President/ CEO ............................. ............................... $250.00
PrincipalNice President ................. $180.00
Department Manager .................... ............................... $170.00
Environmental Inspector ................ ............................... $ 90.00
CADD Technician, ...................................................... $100.00
Environmental Technician/ Researcher ........................... $ 75.00
Expert consulting services, oral or written testimony, hearings shall be billed at 2 -times the
above - listed rates.
Approved additional services or work performed on an hourly basis will be subject to the
following direct costs:
Copies ......................................... ...............................
$0.10 / Sheet
24" x 36" P` rints . ............................... ..........................$1.50
/ Sheet
24" x 36" Color Prints ....................... .........................$15.00
/ Sheet
Film &. Processing ............................. .........................Actual
Cost
Vehicle Mileage ... ............................... ........................Current
Federal Rate
Tolls.................... ............................... .........................Actual Cast
Per Diem ............... ............................... .......................Current Federal Rate
Overtime .............. ............................... ........................Premium
Portion
Specific Insurance — Project Required ........................Actual Cost
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