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HomeMy WebLinkAboutRESOLUTIONS-2012-078-R-1211 /5/2012 78-R-12 A RESOLUTION Authorizing the City Manager to execute the Design Build Professional Services Agreement with Electrical Resource Management, Inc. WHEREAS, the City of Evanston owns certain real property, located at 821 Davis Street, Evanston, Illinois, which is improved with a parking garage known as the Sherman Plaza Parking Garage; and WHEREAS, in conjunction with an incentive program with the Illinois Department of Commerce & Economic Opportunity ("DCEO"), the City seeks to update the overhead lighting at the Sherman Plaza Parking Garage using the professional services of Electrical Resource Management, Inc., an Illinois corporation, as the consultant; and WHEREAS, the City Council of the City of Evanston finds and determines that the best interests of the City would be served by participating in the DCEO program to update the overhead lighting within the Sherman Plaza Parking Garage with energy efficient lighting equipment; and NOW THEREFORE, BE IT RESOLVED- BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Manager is hereby authorized and directed to sign, on behalf of the City of Evanston, the Design Build Professional Services Agreement with Electrical Resource Management, Inc. (the "Agreement"), which shall be in substantial conformity with the Agreement attached hereto as Exhibit 1 and made a part 0 hereof. SECTION 2: The City Manager is hereby authorized and directed to negotiate any additional terms and conditions of the Agreement as may be determined to be in the best interest of the City. SECTION 3: Pursuant to the DCEO application procedures, this Resolution, 78-R-12, serves as the sole source justification for the selection of the aforementioned project vendor, Electrical Resource Management, Inc. SECTION 4: That this Resolution, 78-R-12, shall be in full force and effect from and after the date of its passage and approval in the manner provided by law. Attest 1ddney Gr ene, City Clerk Adopted: i , 2012 2 Eliz b th B. Tisdahl, Mayor 0 EXHIBIT 1 DESIGN BUILD PROFESSIONAL SERVICES AGREEMENT • • • �� - - '.0-0.5 �, cic� Of E vanston7 CITY OF EVANSTON DESIGN BUILD PROFESSIONAL SERVICES AGREEMENT The parties referenced herein desire to enter into an agreement for professional services for the SHERMAN PLAZA ENERGY EFFICIENCY LIGHTING UPGRADE (the "Project") THIS AGREEMENT (hereinafter referred to as the "Agreement") entered into this day of November, 2012, between the City of Evanston, an Illinois municipal corporation with offices located at 2100 Ridge Avenue, Evanston Illinois 60201 (hereinafter referred to as the "City"), and Electrical Resource Management, an Illinois • corporation, with offices located at 703 Childs Street, Wheaton, Illinois 60187 (hereinafter referred to as the "Consultant" or "ERM"). Compensation for all basic Services ("the Services") provided by the Consultant pursuant to the terms of this Agreement shall not exceed $451,665.00 (the "Project Cost"). I. COMMENCEMENT DATE Consultant shall commence the Services on November 15, 2012 or no later than three (3) DAYS AFTER City executes and delivers this Agreement to Consultant. II. COMPLETION DATE Consultant shall complete the Services and submit the final invoice to the City by January 21, 2013. If this Agreement provides for renewals after an initial term, no renewal shall begin until agreed to in writing by both parties prior to the completion date of this Agreement. III. PAYMENTS City shall pay Consultant those fees as provided here: (a) Partial payment a ment shall be authorized for the purchase of the lighting equipment for installation prior to _ Revised 10/2011 - 1 completion of Services after submission of invoices; and (b) the remainder of the Project Cost shall be paid after (i) the Services are performed in accordance with its proposal, attached as Exhibit A, and (ii) Contractor submits its invoice on or before January 21, 2013. Any expenses in addition to those set forth here must be specifically approved by the City in writing in advance. IV. DESCRIPTION OF SERVICES Consultant shall perform the services (the "Services") set forth here: Services are those as defined in Exhibit A and B. V. GENERAL PROVISIONS A. Services. Consultant shall perform the Services in a professional and workmanlike manner. All Services performed and documentation (regardless of format) provided by Consultant shall be in accordance with the standards of reasonable care and skill of the profession, free from errors or omissions, ambiguities, coordination problems, and other defects. Consultant shall take into account any and all applicable plans and/or specifications furnished by City, or by others at City's direction or request, to Consultant during the term of this Agreement. All materials, buildings, structures, or equipment designed or selected by Consultant shall be workable and fit for the intended use thereof, and will comply with all applicable governmental requirements. Consultant shall • require its employees to observe the working hours, rules, security regulations and holiday schedules of City while working and to perform its Services in a manner which does not unreasonably interfere with the City's business and operations, or the business and operations of other tenants and occupants in the City which may be affected by the work relative to this Agreement. Consultant shall take all necessary precautions to assure the safety of its employees who are engaged in the performance of the Services, all equipment and supplies used in connection therewith, and all property of City or other parties that may be affected in connection therewith. If requested by City, Consultant shall promptly replace any employee or agent performing the Services if, in the opinion of the City, the performance of the employee or agent is unsatisfactory. Consultant is responsible for conforming its final work product to generally accepted professional standards for all work performed pursuant to this Agreement. Consultant is an independent Consultant and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including but not limited to, Worker's Compensation Insurance. Nothing in this Agreement accords any third -party beneficiary rights whatsoever to any non- party to this Agreement that any non-party may seek to enforce. Consultant acknowledges and agrees that should Consultant or its sub -consultants provide • false information, or fail to be or remain in compliance with this Agreement, the City may void this Agreement. The Consultant warrants and states that it has read the Contract Documents, and agrees to be bound thereby, including all Revised 10/2011 2 performance guarantees as respects Consultant's work and all indemnity and insurance requirements. 40 The Consultant shall obtain prior approval from the City prior to subcontracting with any entity or person to perform any of the work required under this Agreement. If the Consultant subcontracts any of the services to be performed under this Agreement, the subconsultant agreement shall provide that the services to be performed under any such agreement shall not be sublet, sold, transferred, assigned or otherwise disposed of to another entity or person without the City's prior written consent. The Consultant shall be responsible for the accuracy and quality of any subconsultant's work. All subconsultant agreements shall include verbatim or by reference the provisions in this Agreement binding upon Consultant as to all Services provided by this Agreement, such that it is binding upon each and every subconsultant that does work or provides Services under this Agreement. The Consultant shall cooperate fully with the City, other City contractors, other municipalities and local government officials, public utility companies, and others, as may be directed by the City. This shall include attendance at meetings, discussions and hearings as requested by the City. This cooperation shall extend to any investigation, hearings or meetings convened or instituted by OSHA relative to this Project, as necessary. Consultant shall cooperate with the City in scheduling and performing its Work to avoid conflict, delay in or interference with • the work of others, if any, at the Project. Except as otherwise provided herein, the nature and scope of Services specified in this Agreement may only be modified by a writing approved by both parties. This Agreement may be modified or amended from time to time provided, however, that no such amendment or modification shall be effective unless reduced to writing and duly authorized and signed by the authorized representatives of the parties. B. Representation and Warranties. Consultant represents and warrants that: (1) Consultant possesses and will keep in force all required licenses to perform the Services, (2) the employees of Consultant performing the Services are fully qualified, licensed as required, and skilled to perform the Services. C. Termination. This Agreement is specifically continqent on the Citv of Evanston receivinq a Notice to Proceed from the Illinois Department of Commerce & Economic Opportunity. If the City does not receive the aforementioned Notice to Proceed, the Aqreement shall be considered null and void and both parties are absolved of all performance obligations. City may, at any time, with or without cause, terminate this Agreement upon seven (7) days written notice to Consultant. If the City terminates this agreement, the City will • make payment to Consultant for Services performed prior to termination. Revised 10/2011 3 Payments made by the City pursuant to this Agreement are subject to sufficient appropriations made by the City of Evanston City Council. In the event of termination resulting from non -appropriation or insufficient appropriation by the City Council, the City's obligations hereunder shall cease and there shall be no penalty or further payment required. In the event of an emergency or threat to the life, safety or welfare of the citizens of the City, the City shall have the right terminate this Agreement without prior written notice. Within thirty (30) days of termination of this Agreement, the Consultant shall turn over to the City any documents, drafts, and materials, including but not limited to, outstanding work product, data, studies, test results, source documents, AutoCad Version 2007, PDF, ArtView, Word, Excel spreadsheets, technical specifications and calculations, and any other such items specifically identified by the City related to the Services herein. D. Independent Consultant. Consultant's status shall be that of an independent Consultant and not that of a servant, agent, or employee of City. Consultant shall not hold Consultant out, nor claim to be acting, as a servant, agent or employee of City. Consultant is not authorized to, and shall not, make or undertake any agreement, understanding, waiver or representation on behalf of City. Consultant shall at its own expense comply with all applicable workers compensation, unemployment insurance, employer's liability, tax withholding, minimum wage and hour, and other federal, state, county and municipal laws, ordinances, rules, regulations and orders. Consultant agrees to abide by the • Occupational Safety & Health Act of 1970 (OSHA), and as the same may be amended from time to time, applicable state and municipal safety and health laws andall regulations pursuant thereto. E. Conflict of Interest. Consultant represents and warrants that no prior or present services provided by Consultant to third parties conflict with the interests of City in respect to the Services being provided hereunder except as shall have been expressly disclosed in writing by Consultant to City and consented to in writing to City. F. Ownership of Documents and Other Materials. All originals, duplicates and negatives of all plans, drawings, reports, photographs, charts, programs, models, specimens, specifications, AutoCad Version 2007, Excel spreadsheets, PDF, and other documents or materials required to be furnished by Consultant hereunder, including drafts and reproduction copies thereof, shall be and remain the exclusive property of City, and City shall have the unlimited right to publish and use all or any part of the same without payment of any additional royalty, charge, or other compensation to Consultant. Upon the termination of this Agreement, or upon request of City, during any stage of the Services, Consultant shall promptly deliver all such materials to City. Consultant shall not publish, • transfer, license or, except in connection with carrying out obligations under this Agreement, use or reuse all or any part of such reports and other documents, including working pages, without the prior written approval of City, provided, Revised 10/2011 4 however, that Consultant may retain copies of the same for Consultant's own general reference. G. Payment. Invoices for payment shall be submitted by Consultant to City at the address set forth above, together with reasonable supporting documentation, City may require such additional supporting documentation as City reasonably deems necessary or desirable. Payment shall be made in accordance with the Illinois Local Government Prompt Payment Act, after City's receipt of an invoice and all such supporting documentation. H. Right to Audit. Consultant shall for a period of three years following performance of the Services, keep and make available for the inspection, examination and audit by City or City's authorized employees, agents or representatives, at all reasonable time, all records respecting the services and expenses incurred by Consultant, including without limitation, all book, accounts, memoranda, receipts, ledgers, canceled checks, and any other documents indicating, documenting, verifying or substantiating the cost and appropriateness of any and all expenses. If any invoice submitted by Consultant is found to have been overstated, Consultant shall provide City an immediate refund of the overpayment together with interest at the highest rate permitted by applicable law, and shall reimburse all of City's expenses for and in connection with the audit respecting such invoice. I. Indemnity. Consultant shall defend, indemnify and hold harmless the City and its officers, elected and appointed officials, agents, and employees from any and all liability, losses, or damages as a result of claims, demands, suits, actions, or proceedings of any kind or nature, including but not limited to costs, and fees, including attorney's fees, judgments or settlements, resulting from or arising out of any negligent or willful act or omission on the part of the Consultant or Consultant's subcontractors, employees, agents or subcontractors during the performance of this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. This provision shall survive completion, expiration, or termination of this Agreement. Nothing contained herein shall be construed as prohibiting the City, or its officers, agents, or employees, from defending through the selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought against them. The Consultant shall be liable for the costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1- 101 et seq. At the City Corporation Counsel's option, Consultant must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to Revised 10/2011 5 them, but the .City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Consultant of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Agreement by Consultant must be made only with the prior written consent of the City Corporation Counsel, if the settlement requires any action on the part of the City. To the extent permissible by law, Consultant waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums due under any Losses, including any claim by any employee of Consultant that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision, including but not limited to, Kotecki v. Cyclops Welding Corporation, 146 III. 2d 155 (1991). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. Consultant shall be responsible for any losses and costs to repair or remedy work performed under this Agreement resulting from or arising out of any act or omission, neglect, or misconduct in the performance of its Work or its subconsultants' work. Acceptance of the work by the City will not relieve the Consultant of the responsibility for subsequent correction of any such error, omissions and/or negligent acts or of its liability for loss or damage resulting therefrom. All provisions of this Section shall survive completion, expiration, or termination of this Agreement. J. Insurance. Consultant shall carry and maintain at its own cost with such companies as are reasonably acceptable to City all necessary liability insurance (which shall include as a minimum the requirements set forth below) during the term of this Agreement, for damages caused or contributed to by Consultant, and insuring Consultant against claims which may arise out of or result from Consultant's performance or failure to perform the Services hereunder: (1) worker's compensation in statutory limits and employer's liability insurance in the amount of at least $500,000, (2) comprehensive general liability coverage, and designating City as additional insured for not less than $3,000,000 combined single limit for bodily injury, death and property damage, per occurrence, (3) comprehensive automobile liability insurance covering owned, non -owned and leased vehicles for not less than $1,000,000 combined single limit for bodily injury, death or property damage, per occurrence, and (4) errors and omissions or professional liability insurance respecting any insurable professional services hereunder in the amount of at least $1,000,000. Consultant shall give to the City certificates of insurance for all Services done pursuant to this Agreement before Consultant performs any Services, and, if requested by City, certified copies of the policies of insurance evidencing the coverage and amounts set forth in this Section. The City may also require Consultant to provide copies of the Additional Insured Endorsement to said policy(ies) which name the City as an Additional Insured for all of Consultant's Services and work under this Agreement. Any limitations or modification on the certificate of insurance issued to the City in Revised 10/2011 6 compliance with this Section that conflict with the provisions of this Section shall • have no force and effect. Consultant's certificate of insurance shall contain a provision that the coverage afforded under the policy(s) will not be canceled or reduced without thirty (30) days prior written notice (hand delivered or registered mail) to City. Consultant understands that the acceptance of certificates, policies and any other documents by the City in no way releases the Consultant and its subcontractors from the requirements set forth herein. Consultant expressly agrees to waive its rights, benefits and entitlements under the "Other Insurance" clause of its commercial general liability insurance policy as respects the City. In the event Consultant fails to purchase or procure insurance as required above, the parties expressly agree that Consultant shall be in default under this Agreement, and that the City may recover all losses, attorney's fees and costs expended in pursuing a remedy or reimbursement, at law or in equity, against Consultant. Consultant acknowledges and agrees that if it fails to comply with all requirements of this Section, that the City may void this Agreement. K. Confidentiality. In connection with this Agreement, City may provide Consultant with information to enable Consultant to render the Services hereunder, or Consultant may develop confidential information for City. Consultant agrees (i) to treat, and to obligate Consultant's employees to treat, as secret and confidential all such information whether or not identified by City as confidential, (ii) not to disclose any such information or make available any • reports, recommendations and /or conclusions which Consultant may make for City to any person, firm or corporation or use the same in any manner whatsoever without first obtaining City's written approval, and (iii) not to disclose to City any information obtained by Consultant on a confidential basis from any third party unless Consultant shall have first received written permission from such third party to disclose such information. Pursuant to the Illinois Freedom of Information Act, 51LCS 140/7(2), records in the possession of others whom the City has contracted with to perform a governmental function are covered by the Act and subject to disclosure within limited statutory timeframes (five (5) working days with a possible five (5) working day extension). Upon notification from the City that it has received a Freedom of Information Act request that calls for records within the Consultant's control, the Consultant shall promptly provide all requested records to the City so that the City may comply with the request within the required timeframe. The City and the Consultant shall cooperate to determine what records are subject to such a request and whether or not any exemptions to the disclosure of such records, or part thereof, is applicable. Vendor shall indemnify and defend the City from and against all claims arising from the City's exceptions to disclosing certain records which Vendor may designate as proprietary or confidential. Compliance by the City with an opinion or a directive from the Illinois Public Access Counselor or the • Revised 10/2011 7 Attorney General under FOIA, or with a decision or order of Court with jurisdiction • over the City, shall not be a violation of this Section. L. Use of City's Name or Picture of Property. Consultant shall not in the course of performance of this Agreement or thereafter use or permit the use of City's name nor the name of any affiliate of City, nor any picture of or reference to its Services in any advertising, promotional or other materials prepared by or on behalf of Consultant, nor disclose or transmit the same to any other party. M. No Assignments or Subcontracts. Consultant shall not assign or subcontract all or any part or its rights or obligations hereunder without City's express prior written approval. Any attempt to do so without the City's prior consent shall, at City's option, be null and void and of no force or effect whatsoever. Consultant shall not employ, contract with, or use the services of any other architect, interior designer, engineer, consultant, special contractor, or other third party in connection with the performance of the Services without the prior written consent of City. N. Compliance with Applicable Statues, Ordinances and Regulations. In performing the Services, Consultant shall comply with all applicable federal, state, county, and municipal statues, ordinances and regulations, at Consultant's sole cost and expense, except to the extent expressly provided to the contrary herein. Whenever the City deems it reasonably necessary for security reasons, • the City may conduct at its own expense, criminal and driver history background checks of Consultant's officers, employees, subcontractors, or agents. Consultant shall immediately reassign any such individual who in the opinion of the City does not pass the background check. O. Liens and Encumbrances. Consultant, for itself, and on behalf of all subcontractors, suppliers, materialmen and others claiming by, through or under Consultant, hereby waives and releases any and all statutory or common law mechanics' materialmens' or other such lien claims, or rights to place a lien upon City property or any improvements thereon in connection with any Services performed under or in connection with this Agreement. Consultant further agrees, as and to the extent of payment made hereunder, to execute a sworn affidavit respecting the payment and lien releases of all subcontractors, suppliers and materialmen, and a release of lien respecting the Services at such time or times and in such form as may be reasonably requested by City. Consultant shall protect City from all liens for labor performed, material supplied or used by Consultant and/or any other person in connection with the Services undertaken by consultant hereunder, and shall not at any time suffer or permit any lien or attachment or encumbrance to be imposed by any subconsultant, supplier or materialmen, or other person, firm or corporation, upon City property or any improvements thereon, by reason or any claim or demand against Consultant or otherwise in connection with the Services. Revised 10/2011 8 P. Notices. Every notice or other communication to be given by either party • to the other with respect to this Agreement, shall be in writing and shall not be effective for any purpose unless the same shall be served personally or by United States certified or registered mail, postage prepaid, addressed if to City as follows: City of Evanston, 2100 Ridge Avenue, Evanston, Illinois 60201, Attention: Purchasing Division and to Consultant at the address first above set forth, or at such other address or addresses as City or Consultant may from time to time designate by notice given as above provided. Q. Attorney's Fees. In the event that the City commences any action, suit, or other proceeding to remedy, prevent, or obtain relief from a breach of this Agreement by Consultant, or arising out of a breach of this Agreement by Consultant, the City shall recover from the Consultant as part of the judgment against Consultant, its attorneys' fees and costs incurred in each and every such action, suit, or other proceeding. R. Waiver. Any failure or delay by City to enforce the provisions of this Agreement shall in no way constitute a waiver by City of any contractual right hereunder, unless such waiver is in writing and signed by City. S. Severability. In the event that any provision of this Agreement should be held void, or unenforceable, the remaining portions hereof shall remain in full force and effect. T. Choice of Law. The rights and duties arising under this Agreement shall • be governed by the laws of the State of Illinois. Venue for any action arising out or due to this Agreement shall be in Cook County, Illinois. The City shall not enter into binding arbitration to resolve any dispute under this Agreement. The City does not waive tort immunity by entering into this Agreement. U. Time. Consultant agrees all time limits provided in this Agreement and any Addenda or Exhibits hereto are of essence to this Agreement. Consultant shall continue to perform its obligations while any dispute concerning the Agreement is being resolved, unless otherwise directed by the City. V. Survival. Except as expressly provided to the contrary herein, all provisions of this Agreement shall survive all performances hereunder including the termination of the Consultant. VI. EQUAL EMPLOYMENT OPPORTUNITY In the event of the Consultant's noncompliance with any provision of Section 1- 12-5 of the Evanston City Code, the Illinois Human Rights Act or any other applicable law, the Consultant may be declared nonresponsible and therefore -ineligible for future contracts or subcontracts with the City, and the contract may Revised 10/2011 9 be cancelled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of the contract, the Consultant agrees as follows: A. That it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, or age or physical or mental disabilities that do not impair ability to work, and further that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such underutilization. Consultant shall comply with all requirements of City of Evanston Code Section 1-12-5. B. That, in all solicitations or advertisements for employees placed by it on its behalf, it will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability. VII. SEXUAL HARASSMENT POLICY The Consultant certifies pursuant to the Illinois Human Rights Act (775 ILCS 5/2- 105 et seq.), that it has a written sexual harassment policy that includes, 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 Consultant's internal complaint process including penalties, E. Legal recourse, investigation and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission, and directions on how to contact both; and F. Protection against retaliation as provided to the Department of Human Rights. Vlll. CONSULTANT CERTIFICATIONS A. Consultant acknowledges and agrees that should Consultant or its subconsultant provide false information, or fail to be or remain in compliance with the Agreement, the City may void this Agreement. • B. Consultant certifies that it and its employees will comply with applicable provisions of the U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Revised 10/2011 10 IX. Act, the Americans with Disabilities Act (42 U.S.C. Section 1201 et seq.) and • applicable rules in performance under this Agreement. C. If Consultant, or any officer, director, partner, or other managerial agent of Consultant, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Consultant certifies at least five years have passed since the date of the conviction. D. Consultant certifies that it has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any State in the U.S., nor made any admission of guilt of such conduct that is a matter of record. (720 ILCS 5/33 E-3, E-4). E. In accordance with the Steel Products Procurement Act, Consultant certifies steel products used or supplied in the performance of a contract for public works shall be manufactured or produced in the U.S. unless the City grants an exemption. F. Consultant certifies that it is properly formed and existing legal entity, and as applicable, has obtained an assumed name certificate from the appropriate authority, or has registered to conduct business in Illinois and is in good standing with the Illinois Secretary of State. G. If more favorable terms are granted by Consultant to any similar • governmental entity in any state in a contemporaneous agreement let under the same or similar financial terms and circumstances for comparable supplies or services, the more favorable terms shall be applicable under this Agreement. H. Consultant certifies that it is not delinquent in the payment of any fees, fines, damages, or debts to the City of Evanston. INTEGRATION This Agreement, together with Exhibits A and B sets forth all the covenants, conditions and promises between the parties with regard to the subject matter set forth herein. There are no covenants, promises, agreements, conditions or understandings between the parties, either oral or written, other than those contained in this Agreement. This Agreement has been negotiated and entered into by each party with the opportunity to consult with its counsel regarding the terms therein. No portion of the Agreement shall be construed against a party due to the fact that one party drafted that particular portion as the rule of contra proferentem shall not apply. In the event of any inconsistency between this Agreement, and any Exhibits, this • Agreement shall control over the Exhibits. In no event shall any proposal .or_... Revised 10/2011 11 C 0, contract form submitted by Consultant be part of this Agreement unless agreed to in a writing signed by both parties and attached and referred to herein as an Addendum, and in such event, only the portions of such proposal or contract form consistent with this Agreement and Exhibits hereto shall be part hereof. IN WITNESS WHEREOF, the parties hereto have each approved and executed this Agreement on the day, month and year first above written. ELECTRICAL RESOURCE MANAGEMENT 703 CHILDS STREET WHEAT , ILLtINNO' IS 6018 By It . F E I N Number. Date: CITY OF EVANSTON 2100 RIDGE AVENUE EVANSTON, IL 60201 By: WA41-13 Its: e ll-y i? .44 4&e0v Date: Approved as to form: a-- W. Grant Farrar Corporation Counsel Revised 10/2011 12 s 0 0 contract form submitted by Consultant be part of this Agreement unless agreed to in a writing signed by both parties and attached and referred to herein as an Addendum, and in such event, only the portions of such proposal or contract M form consistent with this Agreement and Exhibits hereto shall be part hereof. IN WITNESS WHEREOF, the parties hereto have each approved and executed this Agreement on the day, month and year first above written. ELECTRICAL RESOURCE MANAGEMENT 703 CHILDS STREET WHEATON, ILLINOIS 60187 By Its: FEIN Number: Date: • • CITY OF EVANSTON 2100 RIDGE AVENUE EVANSTON, IL 60201 Its: Date: Revised 10/2011 12 EXHIBIT A — Project Milestones and Deliverables 0 This EXHIBIT A to that certain Consulting Agreement dated , 2012 between the City of Evanston, 2100 Ridge Avenue, Evanston, Illinois, 60201("City") and Electrical Resource Management, Inc. ("Consultant") sets forth the Commencement and Completion Date, Services, Fees, and Reimbursable Expenses as follows: I. COMMENCEMENT DATE: November 15, 2012 11. COMPLETION DATE: January 21, 2013 III. FEES: $451,665.00 IV. SERVICES/SCOPE OF WORK: See Consultant's Proposal dated October 17, 2012, which is attached as Exhibit B and outlines the services and scope of work. E • Revised 10/2011 13 i EXHIBIT B CITY OF EVANSTON ENERGY EFFICIENCY PROGRAM Parkinq Structures - Lightinq Upqrade October 17, 2012 Electrical Resource Management Inc. (ERM) has prepared this proposal to provide project management for the lighting upgrade of the Sherman Street Parking Garage in Evanston, IL. We propose to provide a comprehensive summary of the existing lighting system, as well as the cost / energy savings resulting from installation of new energy efficient fixtures. ERM SERVICES • Meet with city management to identify target areas. •_ Conduct audit of existing structures and provide summary of current system. • Recommend replacement fixtures; providing specification / cut sheets. • Prepare return on investment calculations based on the following: • - Project cost; including material, labor, and management fees. Annual energy savings; as well as maintenance savings associated with new system. Incentive dollars associated with replacement; sourced from the DCEO. • Prepare all documentation necessary for the submission of both the pre -approval and post completion / final application process. • Assist in the submission of DCEO documents. • Provide consultation to upgrade current lighting system in parking decks to energy efficient standards. • Provide inspection services. • Provide residential engineering services. • Manage the project: - Provide material procurement along with implementing installation. - Plan and schedule the project in phases to best utilize parking structures, as well as maximize the cash flow relating to project costs and incentives received. • Follow up on final DCEO application; making sure funds are secured by The City. Notes to above: 1) Contract will be contingent upon receiving "Notice to Proceed" from the • DCEO; based on approval of pre -approval application submitted by ERM. Material will not be ordered, and removal of existing fixtures will not begin without "NTP". 2) All calculations, recommendations, savings, and performance are based on information published by the manufacturer. 3) Local union labor will be utilized. 4) Subject to "NTP" by November 15th, and approval by The City, we estimate a start date of December 3rd; and completion within thirty days of start date. Fees: Total project value: $451,665.00 This will provide complete design build, "Turnkey Process" DCEO re-imbursement is structured as follows: City of Evanston initial out of pocket is: $451,665.00 The DCEO pre -approval amount requested will be in the amount of: $402,084.00 If project is completed prior to February 14th 2013, an additional bonus incentive will be received in the amount of: $56,291.76 • Anticipated completion date is January 7th 2013. Complete DCEO funded amount: $458,370.00 Actual out of pocket expenditure is: [-$6705.00] Anticipated annual savings including maintenance: $97,172.93 Actual return on investment is: (NEGATIVE) 0.07 Months We appreciate the opportunity to work with the City of Evanston in your endeavor to utilize the newest and most efficient products in lowering your energy consumption and costs. Sincerely yours, Joel Lauth Sales Manager -10