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HomeMy WebLinkAboutOffice Furniture SupplierCITY OF EVANSTON PROFESSIONAL SERVICES AGREEMENT This Agreement is for the provision of all Services necessary to the City of Evanston, made this September 12, 2011, by and between the City of Evanston, located at 2100 Ridge Avenue, Evanston, Illinois, 60201 ("City") and Office Concepts ("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. I. COMMENCEMENT DATE 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 on January 1, 2012 and 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. # 12-31 (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. 412-31 (Exhibit A), and Consultant's Proposal (Exhibit B). -1- 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. 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. 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 -2- 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. I. 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: injury, death or damage of or to any person or property; - 3 - 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 ILCS 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 -4- 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 - 5 - Agreement. Consultant fiarther 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: By Its: {3 �(12 SC. r -,-I ✓� FEINNumber: Date: K 30, / l CITY OF EVANSTON 2100 RIDGE AVENUE EVANSTON, IL 60201 By: Its: L' i77 Y ,4A),4b P 2 Date: eo '(3- Attest: CL C-�l Approved as to 'iblU :' VV. Grant Farrar Corporation C�a��r�,i -7- ADDENDUM A This ADDENDUM A to that certain Consulting Agreement dated September 12. 2011 between the City of Evanston, 2100 Ridge Avenue, Evanston, Illinois, 60201("City") and Office Concepts ("Consultant") sets forth the Commencement and Completion Date, Services, Fees, and Reimbursable Expenses as follows: I. COMMENCEMENT DATE: January 1.2012 II. COMPLETION DATE: December 31.2014 III. FEES: IV. SERVICES: As defined in RFP 412-31 and Consultants Proposal Dated: 07/21/2011