HomeMy WebLinkAboutParking System Management w NorthShoreATTACHMENT A
CITY OF EVANSTON
PROFESSIONAL SERVICES AGREEMENT
This Agreement is for the provision of all Services necessary to the City of Evanston,
made this August 1, 2011 by and between the City of Evanston, located at 2100 Ridge
Avenue, Evanston, Illinois, 60201 ("City") and North Shore Towing ("Consultant").
In consideration of the mutual covenants herein contained, Consultant agrees to perform
the Services hereinafter described, and City agrees to pay the amounts hereinafter
described, all on the terms and conditions hereinafter set forth.
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Consultant shall commence the Services on the date provided in Addendum A. If
Addendum A does not provide any specific commencement date, Consultant shall
commence the Services immediately AFTER City executes and delivers this
Agreement to Consultant.
II. COMPLETION DATE
Consultant shall complete the Services by the date set forth on Addendum A. If
Addendum A does not provide any specific completion date, Consultant shall
perform the Services diligently and continuously with an adequate number of
qualified employees to ensure completion as soon as reasonably possible.
III. PAYMENTS
City shall pay Consultant those fees set forth on Addendum A. Payment shall be
made upon the completion of each task for a project, as set forth in City's Request
for Proposal No. 12-37 (Exhibit A). Any expenses in addition to those set forth on
Addendum A must be specifically approved by the City in writing in advance.
IV. DESCRIPTION OF SERVICES
Consultant shall perform the services (the "Services") set forth in Addendum A.
Services are those as defined in the City's Request for Proposal No. #12-37
(Exhibit A) and Consultant's Proposal (Exhibit B).
V. GENERAL PROVISIONS
A. Services. Consultant shall perform the Services described in Addendum A in
a professional and workmanlike manner. All Services performed and
documentation (regardless of format) provided by Consultant shall be in
accordance with the highest professional standard, free from errors or omissions,
ambiguities, coordination problems, and other defects in the documentation.
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 cause its employees to observe the working
hours, rules, security regulations and holiday schedules of City while working at
the Property and to perform their respective duties in a manner which does not
unreasonably interfere with City's business and operations, or the business and
operations of the tenants and occupants of the Property. 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 so requested by City, Consultant shall promptly replace
any employee or agent performing the Services if, in the opinion of the City, such
performance is unsatisfactory.
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, and (3)
Consultant and its employees performing the Services have had substantial
experience performing comparable services for other parties during the past five
(5) consecutive years.
C. Termination. The City may terminate any portions or all of this contract if
the contractor breaches or fails to perform any tern of this agreement. In order
for the City to invoke this provision of the contract, the contractor must be given
written notice of the breach or failure to perform any term of this agreement and a
period of thirty (30) days to cure such breach. If the contractor fails to cure any
breach or defects in performance within thirty (30) days, the city may give the
contractor thirty (30) days written notice that the contract shall be terminated. If
the City elects to exercise its option to terminate the contract in its entirety, all
services to be provided under it must cease. After written notice is received, the
contractor must restrict its activities and those of its subcontractors, if any, in
accordance with the notice. No cost incurred after the effective date of
termination are allowed.
D. Independent Contractor.
(1) Consultant's status shall be that of an independent contractor 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. (2) Consultant shall at its own expense
comply with all applicable workmen's 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 and all 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, 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 pagers, without the prior written approval of
City, provided, 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 lesser of 18% or per annum or 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.
1. Indemnity. Contractor must defend, indemnify, keep and hold harmless the
City of Evanston, its officers, representatives, elected and appointed officials, agents
and employees from and against any and all Losses, including those related to:
1. injury, death or damage of or to any person or property;
2. any infringement or violation of any property right (including patent,
trademark or copyright);
3. failure to pay or perform or cause to be paid or performed Contractors
covenants and obligations as and when required under this Contract or
otherwise to pay or perform its obligations to any subcontractor;
4. the City's exercise of its rights and remedies under this Contract; and
5. injuries to or death of any employee of Contractor or any subcontractor under
any workers compensation statute.
"Losses" means, individually and collectively, liabilities of every kind, including losses,
damages and reasonable costs, payments and expenses (such as, but not limited to, court
costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits,
proceedings, judgments or settlements, any or all of which in any way arise out of or
relate to the acts or omissions of Contractor, its employees, agents and subcontractors.
At the City Attorney's option, Contractor must defend all suits brought upon all such
Losses and must pay all costs and expenses incidental to them, but the City has the right,
at its option, to participate, at its own cost, in the defense of any suit, without relieving
Contractor of any of its obligations under this Contract. Any settlement must be made
only with the prior written consent of the City Attorney, if the settlement requires any
action on the part of the City.
To the extent permissible by law, Contractor 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 Contractor that may be subject to the Workers
Compensation Act, 820 ILLS 305/1 et seq. or any other related law or judicial decision
(such as, Kotecki v. Cyclops Welding Corporation, 146 Ill. 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.
The indemnities in this section survive expiration or termination of this Contract for
matters occurring or arising during the term of this Contract or as the result of or during
the Contractors performance of Services beyond the term. Contractor acknowledges that
the requirements set forth in this section to indemnify, keep and save harmless and
defend the City are apart from and not limited by the Contractor's duties under this
Contract, including the insurance requirements set forth in the Contract.
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 provide City with certificates of insurance and, if
requested by City, certified copies of the policies of insurance evidencing the coverage
and amounts set forth in this Section. 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.
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.
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 the
Property 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, and any attempt to do so 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 in
Addendum A.
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 the 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 subcontractor, supplier or materialmen, or other person, firm or
corporation, upon the Property or any improvements thereon, by reason or any
claim or demand against Consultant or otherwise in connection with the Services.
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 any action, suit, or other proceeding is instituted
to remedy, prevent, or obtain relief from a breach of this Agreement, or arising
out of a breach of this Agreement, the prevailing party shall recover from the
unsuccessful party as part of the judgment all of such party's attorneys' fees
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.
U. Limitation of Liability. No individual of City shall have any personal liability in
connection with this agreement. Consultant shall look solely to the assets of City for the
satisfaction of any judgment in connection herewith.
V. Time. All time limits provided in this Agreement and any Addenda or Exhibits
hereto are of the essence of this Agreement.
W. Survival. Except as expressly provided to the contrary herein, all provisions of this
Agreement shall survive all performances hereunder.
VI. INTEGRATION
This Agreement, together with Addendum A, Exhibit A through Exhibit B
constitute the entire agreement between the parties and supersedes all
previous written or oral agreements, if any, relative to the subject matter
hereof. In the event of any inconsistency between this Agreement, the
Addenda, and any Exhibits, this Agreement shall control over the
Addenda and Exhibits. In the event of inconsistency among Addenda or
Exhibits, the more detailed Addenda or Exhibit shall control. In no event
shall any proposal or contract form submitted by Consultant be part of this
Agreement unless agreed to a 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 other
Addenda 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.
CONSULTANT:
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CITY OF EVANSTON
2100 RIDGE AVENUE
EVANSTON, IL 60201
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Date:
Attest:
Approved as to forma
W. Grant Farrar
Corporation Counsel
This ADDENDUM A to that certain Consulting Agreement dated August 1, 2011
between the City of Evanston, 2100 Ridge Avenue, Evanston, Illinois, 6020 1 ("City") and
North Shore Towing ("Consultant") sets forth the Commencement and Completion Date,
Services, Fees, and Reimbursable Expenses as follows:
I. COMMENCEMENT DATE: August,1, 2011
II. COMPLETION DATE: July 31, 2014
This contract is for a period of three (3) years. Upon mutual agreement by
the City and North shore, this agreement may be extended for two (2)
additional one year extensions assuming no changes to the terms of this
agreement.
III. FEES: See Attached Fee Schedule
Towina Cateaory - Private Vehicles
(Autos w/Trailer
$175
(Trucks (up to 2.5 ton)
$250
(Trucks (over 2.5 ton)
$300
ITractor Trailers
$350
(Storage (Hours 0-3)
$5
Storage (Hours 3-12)
$25
Storage (Hours 12-24 and subsequent days)
$40
(Emergency Road Service
$50
((i.e. lockouts/jump starts)
(Clean up Accident Debris
$50
(Oil Dry Application
$40
(Towing Cateaory - City Vehicles/Additional Services Contract Rate
Medium Duty Trucks
I$145/hour
Heavy Duty Trucks
I$175/hour
Towing City Vehicles Outside of City Limits
l(within 3 miles)
$1.50/mile
(outside of 3 miles)
$2.50/mile
lBoot Install/Removal
$75
(Storage Charge
$10/day
(Tire Changes
$50
(Jump Starts
No Charge
(Clean up -Accident Debris
$10
(Oil Dry Application
$10
(Salvage Vehicles - Contractor Will Pay City per Vehicle
$50
IV. SERVICES:
The city of Evanston reserves the right to contract for additional tow trucks with
other towing companies in accordance to current procedure with regard to snow
emergency relocation. North Shore will have the exclusive rights to emergency
snow towing from the snow routes to be impounded at North Shore's location as
well as street sweeping and street cleaning tows that are impounded at North
Shore's location for the City of Evanston and the Evanston Police Department.
This excludes emergency snow towing when vehicles are towed and replaced in
their locations
As defined in RFP #12-37 and Consultants Proposal Dated: June 17, 2011