R-13-03 02/24/03RESOLUTION
RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT FOR
PROFESSIONAL AND CONSULTING SERVICES BY AND BETWEEN THE
URS CORPORATION AND THE VILLAGE OF LEMONT
WHEREAS, the Village of Lemont seeks to balance the historic character of the
Village with the rapidly expanding demand for increased mobility, new housing, and
commercial development; and
WHEREAS, the Regional Transportation Authority (RTA) has agreed to provide
eighty percent (80 %) funding of an amount not to exceed $75,000 for the Village of Lemont
Station Area Planning Study; and
WHEREAS, the Village and RTA on July 17, 2002, entered a Technical Service
Agreement enabling the Village to select a consultant to complete the study; and
WHEREAS, the Village has selected URS Corporation to complete the study; and
NOW, THEREFORE, BE IT RESOLVED that the Village President is authorized
to execute on behalf of the Village of Lemont the attached Agreement for Professional and
Consulting Services;
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND
DUPAGE, ILLINOIS on this 24th day of February, 2003.
John Benik
Debby Blatzer
Peter Coules
AYES NAYS PASSED ABSENT
V
V
Connie Markiewicz
Steven Rosendahl
Jeanette Virgilio
Attest:
CHARLENE SMOLLEN, Village Clerk
F. PIAZZA, Vill dent
2'lSOLV(T2003tJRSAgee
AGREEMENT
FOR PROFESSIONAL AND CONSULTING SERVICES
THIS AGREEMENT IS ENTERED into this
day of
2002, in the and the State of Illinois, by and between the Village of Lemont, a municipal
corporation under the laws of the State of Illinois (the "VILLAGE "), having offices located at
418 MaincStreet, Lemont, Illinois 60439 and
"Contractor "), having offices located at 11RS f ^rrin_rar i nn (the
122 South Michi.an Ave. Chica.o IL 60603
For and in consideration of the promises and agreements herein set forth, the VILLAGE
AND THE CONTRACTOR HEREBY AGREE"
ARTICLE 1. CONTRACTOR'S SERVICES
1.1 Scope and Description of Services
The Contractor will perform in a timely fashion for the benefit of the VILLAGE
the following services:
See Exhibit A -1
These services are more completely described in RFP Exhibit A, Contractor's "Scope of
Services" a copy of which is attached hereto and made a part of this Agreement. Services
provided under this Agreement are hereinafter collectively referred to as "Services."
1.2 Standard of Performance
The Contractor must perform all services required of it under this Agreement with
that degree of skill normally shown by a professional performing those functions
stipulated in Article 1.1 of this Agreement.
1.3 Progress Reports
The Contractor shall Prepare and submit monthly progress reports that describe
the work already performed and anticipated during the coming time period. Upon 15
days notice from the VILLAGE, all time sheets, billings, and other documentation used
in preparing said progress reports shall be made available for inspection, copying, or
auditing by the VILLAGE at any time during normal business hours.
ARTICLE 2. TERMS OF PAYMENT FOR SERVICES
2.1 Payment to Contractor
The VILLAGE shall pay to Contractor, as full payment for all Services to be
performed by Contractor, pursuant to this Agreement, a maximum compensation of
$ 75,000 . The Contractor must submit invoices monthly to the attention of
"Accounts Payable" at the VILLAGE that include supporting documents for amounts
billed and the VILLAGE must pay all properly presented invoices 30 days after receipt
thereof
2.2 Contractor's Payment to Subcontractors
The Contractor shall pay all amounts properly due to any subcontractor within 15
calendar days after the contractor receives payment from the VILLAGE for work
performed by such subcontractor. Additionally, the Contractor shall release any
retainage due to a subcontractor within 15 days following the satisfactory completion of
such subcontractor's work.
ARTICLE 3. TIME FOR COMPLETION OF SERVICES
3.1 Time is of the Essence
Time is of the essence in this Agreement. The Contractor shall diligently perform
all duties in a timely manner. The Contractor shall complete all Services described
herein within twelve months. The term of this Agreement shall be from February 1, 2003
through January 31, 2004
3.2 Unavoidable Delay
If the Contractor is delayed in the delivery of the Services purchased under this
Agreement by a cause legitimately beyond its reasonable control, it must, immediately
upon receiving knowledge of such delay, give written notice to the VILLAGE and
request an extension of time for completion of the Contract. The VILLAGE shall
examine the request and determine if the Contractor is entitled to an extension. The
VILLAGE shall notify the Contractor of the decision in writing, and that decision shall
be final and binding. By permitting the Contractor to proceed with the Services or any
part of them, after such a extension, the VILLAGE in no way waives its rights, if any,
under this Agreements, at law or in equity, if the Agreement has been completed by the
date of any such extension.
ARTICLE 4. INDEPENDENCE OF CONTRACTOR
4.1 Independence of Contractor
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The Contractor agrees that, notwithstanding anything in the Agreement to the
contrary, it is acting as an independent Contractor in performing the Services under this
Agreement, and nothing herein is intended or should be construed in any way as creating
or establishing the relationship of partners or joint venturers between the VILLAGE and
the Contractor, or as constituting the Contractor or any officer, owner, employee or agent
of the Contractor as an agent, representative or employee of the VILLAGE, for any
purpose or in any manner whatsoever.
4.2 Obligation to Third Parties
The Contractor acknowledges and agrees that, not withstanding any concurrence
by the Federal or State Government in or approval of the solicitation or award of this
underlying Contract, absent the express written consent by the Federal Government, the
Regional Transportation Authority (RTA) is not a party to this Contract and shall not be
subject to any obligations or liabilities to the Contractor, or -any other party (whether or
not a party to this Contract) pertaining to any matter resulting from this Contract. The
Contractor agrees to include the above clause in each subcontract financed in whole or in
part with Federal assistance provided by the Federal Transit Administration (the "FTA ")
It is further agreed that the clause shall not be modified, except to identify the
subcontractor who will be subject to its provisions.
ARTICLE 5. INSURANCE AND BONDS
Contractor shall maintain insurance as may be specified in the Request for
Proposal covering all claims whenever made, arising out of the Contractor's performance
of the Services pursuant to this Agreement. Certificates of this insurance shall be
furnished to the VILLAGE upon written request.
ARTICLE 6. WARRANTIES AND REPRESENTATIONS
In connection with the execution of this Agreement, the Contractor represents as
follows:
6.1 Ability to Perform
The Contractor is financially solvent; it and each of its employees, agents and, to
the best of the Contractor's knowledge, subcontractors of any tier are competent to
perform that portion of the Services required to be performed by such party under this
Agreement; the Contractor has or will obtain all licenses, permits or other authorizations
required to meet its obligations under this Agreement; and the Contractor is legally
authorized to execute and perform or cause to be performed this Agreement under the
terms and conditions stated herein.
6.2 Agreement Feasible
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Standard Agreement
The Contractor (i) has carefully examined and analyzed the provisions and
requirements of this Agreement, including all Exhibits hereto; (ii) understands the nature
of the Services required; (iii) from its own analysis has satisfied itself, to the extent
reasonably possible, as to the nature of all things needed for the performance of this
Agreement and all other matters that in any way may affect this Agreement or its
performance; (iv) represents that the Agreement is feasible of performance in accordance
with all of its provisions and requirements; (v) can and shall perform, or cause to be
performed, the Services in accordance with the provisions and requirements of this
Agreement; (vi) represents that all services required under this Agreement will be
performed by the Contractor or under its supervision, and all personnel engaged in the
work shall be fully qualified and shall be authorized under state and local law to perform
such services; (vii) represents that it has or will secure at its own expense, all personnel
required in performing the services under this Agreement; and (viii) agrees to submit to
the VILLAGE, upon request, a list of personnel it proposes to use in fulfilling the
requirements of this Agreement.
6.3 Ineligibility
The Contractor is not barred or ineligible and shall not knowingly use the services
of any contractor or consultant barred or ineligible for contracts by any federal, state or
local governmental agency for any purpose in the performance of its Services under this
Agreement.
6.4 Documentation of Costs
All costs charged pursuant to this Agreement, including any approved services
contributed by the Contractor, shall be supported by properly executed payrolls, time
records, invoices, contracts or vouchers evidencing in detail the nature and proprietary of
the charges.
6.5 Federal & State Changes
The Contractor shall at all times comply with all applicable Federal and State
regulations, policies, procedures and directives as they may be amended or promulgated
from time to time during the term of this Agreement. The Contractor's failure to so
comply shall constitute a material breach of this Agreement. The Contractor shall
include this provision in any subcontract related to the Services to be provided under this
Agreement which are funded, in whole or in part, with Federal and/or State Funds.
ARTICLE 7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 General Indemnification
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In connection with the performance of this Agreement, (i) the Contractor agrees
to assume all risk of injury to person (including death) and to property suffered by the
Contractor, the VILLAGE and all other persons, firms and corporations, and (ii) the
Contractor hereby binds itself and its successors and assigns to indemnify, defend and
hold harmless the VILLAGE and its officers, agents and employees from and against all
loss, liability, costs and expense (including all costs of litigation and all reasonable
attorneys' fees) that any of them may incur, sustain or be subject to on account of any and
all claims by third parties, including injury to person (including death) or damage to
property suffered by the Contractor, the VILLAGE and all other persons, firms, and
corporations, that result from or arise out of any act or omission by the Contractor or its
agents, servants or employees in the performance of this Agreement. The indemnities
contained in this paragraph shall survive expiration or early termination of the
Agreement.
7.2 Indemnity for Copyright Claims
In addition to the indemnification provided in Sections 7.1 and 7.3, the Contractor
hereby binds itself and its successors and assigns to indemnify, defend, and -hold harmless
the VILLAGE and its officers, agents and employees from and against all loss, liability,
costs and expense (including all reasonable costs of litigation and all reasonable
attomeys' fees) that any of them may incur, sustain or be subject to on account of any and
all claims brought against the VILLAGE for alleged infringement of United States or
state copyright laws, arising from any material or design specified in, or supplied
pursuant to, this Agreement. The indemnities contained in this paragraph shall survive
expiration or early termination of this Agreement.
7.3 Indemnity for Patent Infringement
In addition to the indemnification provided in Sections 7.1 and 7.2, the Contractor
hereby binds itself and its successors and assigns, to indemnify, defend, and hold
harmless the VILLAGE and its officers, agents and employees from and against all loss,
liability, costs and expense (including all costs of litigation and all reasonable attorneys'
fees) that any of them may incur, sustain or be subject to on account of any and all claims
brought against the VILLAGE for alleged infringement of United States Letters Patent,
arising from any material or design specified in or supplied pursuant to, this Agreement.
The indemnities contained in this paragraph shall survive expiration or early termination
of this Agreement.
7.4 No Liability for Consequential Damages
In no event shall the VILLAGE be liable to the Contractor, whether such liability
arises in tort, in equity or in contract, for incidental, indirect or consequential damages,
including but not limited to loss of profits or revenue, loss of use of equipment or
facilities, cost of capital, underutilization of equipment, facilities or labor, or downtime
costs, except as provided in Section 17.5
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Standard Agreement
7.5 Non - liability of Public Officials
No official, employee or agent of the VILLAGE shall be charged personally by
the Contractor, or by any assignee or subcontractor of the contractor, with any liability or
expenses of defense or be personally liable to them under any term or provision of this
Agreement, or because of the VILLAGE's execution or attempted execution, or because
of any breach hereof.
ARTICLE 8. RECORDS
8.1 Retention
The Contractor shall maintain, for a minimum of five (5) years after the
completion of this Agreement, adequate books, records, and supporting documentation to
verify the amounts, recipients and uses of all disbursements of funds passing in
conjunction with this Agreement.
8.2 Ownership of Records
The VILLAGE shall retain ownership of all plans, specifications and related
documents, and all other documents, including but not limited to those mentioned above,
prepared by Contractor in connection with the Services performed under _this Agreement.
8.3 Audit and Inspection
The Contractor shall permit, and shall require its subcontractors to permit, the
authorized representative of the VILLAGE or any other State or Federal Agency
authorized to perform an inspection and audit to inspect and audit all work, materials,
payrolls and other data and records of the Contractor relating to its performance under
this Agreement. The Contractor shall provide, and shall require its subcontractors to
provide, full access to all relevant materials at any time during normal business hours for
inspection, auditing or copying by the VILLAGE or any other authorized State or Federal
Agency.
In connection with any inspection under this Agreement, the Contractor agrees to
cooperate fully by making available all reports of prior inspections (including safety) and
by performing such analyses, tests and furnishing all reports thereof as may be reasonably
requested by the VILLAGE. All such inspections shall be performed without disruption
or interference with service provided or supported by this Agreement. The results or
conclusions of such inspections, tests and reports shall not be construed as altering in any
way the Contractor's responsibility to maintain and repair such facilities, maintain its
work schedule or any other obligation assumed by the Contractor thereunder.
ARTICLE 9. CONFIDENTIALITY
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Standard Agreement
All of the reports, data, findings or information in any form prepared or
assembled by the VILLAGE and provided to or encountered by the Contractor or
prepared or assembled by the Contractor under this Agreement are confidential, and the
Contractor agrees that, except as specifically authorized in this Agreement or as may be
required by law, the reports, data or information shall not be made available to any other
individual or organization without the prior written approval of the VILLAGE. The
Contractor further agrees to implement such measures as may be necessary to ensure that
its staff and its subcontractors shall be bound by the confidentiality provisions contained
in this Agreement.
ARTICLE 10. CIVIL RIGHTS
10.1 Non - Discrimination
The Contractor shall comply with, and shall require all subcontractors to comply
with, all federal, state and local laws, rules, regulations and ordinances relating to
employment.
10.2 Equal Employment Opportunity Clause
In the event of the Contractor's non - compliance with the provisions of this Equal
Employment Opportunity Clause, the Illinois Human Rights Act or the rules and
regulations (the "Rules and Regulations ") of the Illinois Department of Human Rights
(the "Department "), or the federal civil rights requirements, the Contractor may be
declared ineligible for future contracts or subcontracts with the Village of Lemont, and
the contract may be canceled 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 this contract, the Contractor agrees as follows:
(a) That it will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, marital status, national
origin or ancestry, age, physical or mental handicap unrelated to ability, or
an unfavorable discharge from military service; 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.
Village of Lemont
Standard Agreement
(b) That, if it hires additional employees in order to perform this contract or
any portion thereof, it will determine the availability (in accordance with
the Department's Rules and Regulations) of minorities and women in the
area(s) from which it may reasonably recruit and it will hire for each job
classification or which employees are hired in such a way that minorities
and women are not underutilized.
(c) That, in all solicitations or advertisements for employees placed by it or on
its behalf, it will state that all applicants will be afforded equal opportunity
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without discrimination on the basis of race, color, religion, sex, marital
status, national origin or ancestry, age, physical or mental handicap
unrelated to ability, or an unfavorable discharge from military service.
(d) That it will send to each labor organization or representative of workers
with which it has or is bound by a collective bargaining or other
agreement or understanding a notice advising such labor organization or
representative of the Contractor's obligations under the Illinois Human
Rights Act and the Department's Rules and Regulations. If any such
labor organization or representative fails or refuses to cooperate with the
Contractor in its efforts to comply with such Act and Rules and
Regulations, the Contractor will promptly so notify the Department and
the contracting agency and will recruit employees from sources
when necessary to fulfill its obligations thereunder.
(e) That it will submit reports as required by the Department's Rules and
Regulations, furnish all relevant information as may from time to time be
requested by the Department or the contracting agency, and in all respects •
comply with the Illinois Human Rights Act and the Department's Rules
and Regulations.
(f) That it will permit access to all relevant books, records, accounts and work
sites by personnel for the contracting agency and the Department for
purposes of investigation to ascertain compliance with the Illinois Human
Rights Act and the Department's Rules and Regulations.
(g)
That it will include verbatim or by reference the provisions of this clause
in every subcontract it awards under which any portion of the contract
obligations are undertaken or assumed so that such provisions will be
binding upon such subcontractors. In the same manner as with other
provisions of this contract, the Contractor will be liable for compliance
with-applicable provisions of this clause by such subcontractors, and it
will promptly notify the contracting agency and the Department in the
event any subcontractor fails to or refuses to comply therewith. In
addition, the Contractor will not utilize any subcontractor declared by the
Illinois Human Rights Commission to be ineligible for contracts or
subcontracts with the State of Illinois or any of its political subdivisions or
municipal corporations.
10.2 Disabilities
The Contractor shall comply with all applicable state and federal laws and
regulations relating to the procurement and access requirements in accommodating
individuals with disabilities.
10.3 Disadvantaged Business Enterprise (DBE) Requirement
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Standard Agreement
The Contractor shall not discriminate on the basis of race, color, national origin or
sex in the performance of this contract. The Contractor shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of U.S. DOT assisted
contracts. Failure of the Contractor to carry out these requirements is a material breach
of this Agreement, which may result in termination of this Agreement or such other
remedy as the VILLAGE deems appropriate.
ARTICLE 11. DRUG FREE WORKPLACE
The Contractor certifies and agrees that it will provide a drug -free workplace as
required by the Illinois Drug Free Workplace Act (30 ILCS 580/1 et seq.), the U.S.
Department of Transportation (DOT) Drug Free Workplace Act and the U.S. DOT
regulations, "Drug Free Workplace Requirements," 49 CFR Part 29, Sub -part F, and
other U.S. DOT regulations and guidance pertaining to substance abuse (drug and
alcohol) that may be promulgated and will comply with all provisions therein.
ARTICLE 12. PROHIBITED INTERESTS AND NON- COLLUSION
12.1 Prohibited Interests
No member of the governing body of the VILLAGE and no other officer,
employee, or agent of the VILLAGE shall be in any manner interested, either directly or
indirectly, in his own name or in the name of any other person, association or trust or
corporation, in this Agreement or the proceeds thereof.
12.2 Bid Rigging/Collusion
The Contractor warrants and represents that it has not paid any bonus,
commission, fee or gratuity to any employee or official of the VILLAGE in violation of
Article 33E of the Illinois Criminal Code.
12.3 Conflicts of Interest
Except as disclosed in writing to the VILLAGE, the Contractor and its officers,
directors and employees, and the officers, directors and employees of each of its
members if a joint venture, and its subcontractors, hereby certify that they presently have
no material interest and shall acquire no material interest, direct or indirect, nor have they
performed any services for the VILLAGE or others, that would conflict in any material
manner with the performance of the Services hereunder. The Contractor further
covenants that in the performance of this Agreement, no person having such material
interest shall be employed.
ARTICLE 13. COMPLIANCE WITH LAWS AND REGULATIONS
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13.1 General
The Contractor hereby agrees to comply with all applicable statutes, ordinances
and regulations of the United States, the State of Illinois, the VILLAGE and units of local
government in the performance of this Agreement.
13.2 Conservation
The Contractor shall comply with any mandatory standards and policies relating
to energy efficiency which are contained in the State of Illinois energy conservation plan
issued in compliance with the Energy Policy and Conservation Act (42 U.S.C., §§ 6321
et seq.)
13.3 Environmental Provisions
The Contractor recognizes that many Federal and State laws imposing
environmental and resource conservation requirements may apply to the Services
provided under this Agreement. Some, but not all, of the major Federal laws that may
affect the Project include: The National Environmental Policy Act of 1969, as amended,
42 U.S.C. §§ 4321 et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. and
scattered sections of 29 U.S.C.; the Federal Water Pollution Control Act as amended 33
US.C. § §1251 et seq.; the Resource Conservation and Recovery Act as amended, 42
U.S.C. §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation,
and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq. The Contractor also recognizes
that the U.S. Environmental Protection Agency, the Federal Highway Administration and
other agencies of the Federal or State government have issued, and in the future are
expected to issue, regulations, guidelines standards, orders, directives, or other
requirements that may affect the Services provided under this Agreement. Thus the
Contractor agrees to comply, and assures the compliance by each sub - contractor, with
any such Federal and State requirements as the Federal or State Government may have or
in the future promulgate.
ARTICLE 14. APPROPRIATION OF FUNDS
The parties hereto agree that if this Agreement is for a period beyond the calendar
year of execution, this Agreement is subject to appropriation of funds by the VILLAGE's
Board of Trustees for each year beyond that calendar year of execution of this
Agreement. Additionally, if this Agreement provides any portion of funding for which
the VILLAGE receives any Agency, Authority, State of Illinois and/or federal funding,
this Agreement is subject to termination and cancellation in any year for which the
Illinois General Assembly or the United States Congress fails to make an appropriation to
make payments under the terms of the funding agreement with the VILLAGE.
ARTICLE 15. RESTRICTIONS ON LOBBYING
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The Contractor certifies and agrees that it will comply with Section 319 of Public
Law 101 -102 governing government -wide restrictions on lobbying.
ARTICLE 16. PROGRAM FRAUD AND FALSE OR FRAUDULENT
STATEMENTS AND RELATED ACTS.
16.1 Program Fraud Civil Remedies Act
The Contractor acknowledges that the provisions of the Program Fraud Civil
Remedies Act of 1986 as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations,
"Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this
Project. Upon execution of this Contract, the Contractor certifies or affirms the
truthfulness and accuracy of any statement it has made, it makes, it may make, or causes
to be made pertaining to this Contract or this Agency assisted project. In addition to
other penalties that may be applicable, the Contactor further acknowledges that if it
makes, or causes to be made, a false, fictitious, or fraudulent claim statement,
submission, or certification, the State or Federal Government reserves the right to impose
the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the
extent the Federal Government deems appropriate.
16.2 Penalties
The Contractor acknowledges that if it makes, or caused to be made, a false,
fictitious, or fraudulent claim, statement submission or certification to the State or
Federal Government under a contract connected with a project that is financed in whole
or in part with Federal assistance originally awarded by FTA under the VILLAGE of 49
U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 US.C. §
1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the State or Federal
Government deems appropriate.
16.3 Subcontractors
The Contractor agrees to include the above two clauses in each subcontract
financed in whole or in part with Federal assistance provided by the VILLAGE. It is
further agreed that the clauses shall not be modified, except to identify the subcontractor
who will be subject to the provisions.
ARTICLE 17. EVENTS OF DEFAULT, REMEDIES AND TERMINATION
17.1 Events of Default
The following shall constitute events of default ( "Events of Default ") hereunder:
(a) Any material misrepresentation, whether negligent or willful and whether in
the inducement or in the performance of this Agreement, made by the
Contractor to the VILLAGE.
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Standard Agreement
(b) The Contractor's material failure to perform any of its obligations under this
Agreement, including, but not limited to, the following:
(1) failure to perform the Services or any portion thereof with
sufficient personnel and equipment or with sufficient material
to ensure the performance of the Services;
(2) failure to perform the Services in accordance with the standard
of performance applicable thereto;
(3) insolvency, filing of bankruptcy or assignment for the benefit
of creditors;
(4) failure to comply with a material term of this Agreement; or
(5) any other acts specifically and expressly stated in this
Agreement as constituting an Event of Default.
(c) Any change in ownership or control of the Contractor without the prior
written approval of the VILLAGE, which consent shall not be unreasonably
withheld.
17.2 Declaration of Default
The VILLAGE shall notify the Contractor of any circumstances that the
VILLAGE believes to be an Event of Default and shall allow the Contractor a reasonable
amount of time to proceed to cure such Event of Default (which period of time shall be
no more than thirty (30) calendar days). If the Contractor has failed to proceed to cure
the Event of Default within such cure period, the VILLAGE may declare the Contractor
to be in default; provided, however, if such Event of Default cannot reasonably be cured
within the cure period, the VILLAGE may not declare a default hereunder so long as the
Contractor diligently pursues action to cure such Event of Default, unless in the
reasonable judgment o the VILLAGE the contractor appears unable to cure such default.
17.3 Remedies for Default
Upon giving notice of a declaration of default due to the occurrence of an Event
of Default, the VILLAGE may invoke any or all of the following remedies:
(a) the right to take over and complete the Services, either directly or through
others;
(b) the right to terminate this Agreement effective at a time specified by the
VILLAGE;
(c) the right to seek specific performance, an injunction or any other
appropriate remedy;
(d) the right to recover money damages;
(e) the right to withhold all or any part of the Contractor's compensation
hereunder; and/o?
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Standard Agree
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(f) the right to require the Contractor to discontinue any Services and deliver
all materials accumulated in the performance of the Services, whether
completed or in process, to the VILLAGE.
17.4 Remedies Nonexclusive
The remedies under the terms of this Agreement are not intended to be exclusive
of any other remedies provided, but each and every such remedy shall be cumulative and
shall be in addition to any other remedies, existing now or hereafter, at law, in equity or
by statute. No delay or omission to exercise any right or power accruing upon any Event
of Default shall impair any such right or power nor shall it be construed as a waiver of
any Event of Default or acquiescence therein, and every such right and power may be
exercised from time to time and as often as may be deemed expedient.
17.5 Right of VILLAGE to Terminate
The VILLAGE may terminate this Agreement at any time hereafter, with or
without cause, by giving seven (7) days' written notice to the Contractor at the address
specified above. Termination shall be effective upon the expiration of such seven (7) day
period or on such other date as mutually agreed by the parties. In the event the
VILLAGE terminates this Agreement other than for breach thereof by the contractor, the
VILLAGE agrees to pay the contractor, and the Contractor agrees to accept as its sole
remedy, cancellation charges equal to the remaining unpaid costs accrued and obligated
to date of cancellation, plus the remaining unpaid portion of the Contractor's profit based
on the portion of work then performed to the total work that would have been performed.
ARTICLE 18. GENERAL PROVISIONS
18.1 Contract Documents
Each of the following described Contract Documents (copies of which are
attached hereto) is hereby incorporated herein and forms a part of this Agreement:
Exhibit A Contractor's Scope of Services
Exhibit G (Schedule F) Civil Rights Requirements
18.2 Conflicts Among Contact Documents
In the event of a conflict between the terms of this Agreement and the terms of
any of the other Contract Documents, the terms of this Agreement shall govern.
18.3 Amendments
This Agreement constitutes the entire agreement between the parties hereto. Any
proposed change in this Agreement shall be submitted to the VILLAGE for its prior
approval. No modification, addition, deletion, etc., to this Agreement shall be effective
unless and until such changes are reduced to writing and executed by the authorized
officers of each party.
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Standard Agrecmcnt
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18.4 Assignment
This Agreement shall be binding upon, and inure to the benefit of, the respective
successors, assigns, heirs and personal representatives of the VILLAGE and Contractor.
Any successor to Contractor's rights under this Agreement must be approved in writing
by the VILLAGE unless the transaction is specifically authorized under federal law. Any
successor will be required to accede to all of the terms, conditions and requirements of
this Agreement as a condition precedent to such succession. Assignment of any portion
of the work by subcontract must be approved in advance by the VILLAGE, in writing.
18.5 Work for Hire; Assignment of Copyrights
All copyrightable aspects of the work project to be provided under this Agreement
are "works for hire" within the meaning of the Copyright Act of 1976 as amended (the
"Act "), of which the VILLAGE is to be the "author" within the meaning of the Act. All
such copyrightable works, as well as all copies of such works in whatever medium fixed
or embodied), shall be owned exclusively by the VILLAGE on their creation, and the
Contractor hereby expressly disclaims any interest in any of them.
In the event (and to the extent) that the work or any part of or element thereof is
found as a matter of law not be a "work made for hire" within the meaning of the Act, the
Contractor hereby grants and exclusively assigns to the VILLAGE all right, title and
interest in the work, including the right to apply for copyright or other protection, to
existing copyrights, to renewals and extensions, all right to print, to publish, to reproduce,
to prepare derivative works, to distribute copies of the work by sale, rental lease, lending
or other transfer of ownership, and to publicly display the work in all countries of the
world, including the United States of America, and all of its territories and rights and
causes of action for copyright infringement, royalties and proceeds heretofore accrued.
18.6 Solicitation and Employment
The Contractor shall not employ any person employed by the VILLAGE at any
time during the term of this Agreement to perform any work required by the terms of this
Agreement. As a condition of this Agreement, the contractor shall give notice
immediately to the VILLAGE if the Contractor solicits or intends to solicit for
employment any if the VILLAGE's employees during the term of the Agreement.
18.7 Governing Law
This Agreement will be interpreted under, and governed by, the laws of the State
of Illinois.
18.8 Interpretations
Village of Lcrnant
Standard Agreement
Nags 14 of 16
The headings of this Agreement are for convenience of reference only and in no
way define, limit or describe the scope or intent of this Agreement. Words importing the
singular number shall include the plural number and vice versa, unless the context
otherwise indicates. All references to any exhibit or document shall be deemed to include
all supplements and/or amendments to any such exhibits or documents entered into in
accordance with the terms and conditions hereof and thereof. All references to any
person or entity shall be deemed to include any person or entity succeeding to the rights,
duties and obligations of such persons or entities in accordance wit the terms and
conditions of this Agreement.
18.9 Joint and Several Liability
In the event that the Contractor, or its successors or assigns, if any, is comprised
of more than one individual and other legal entity Or combination thereof), then and in
that event, each and every obligation or undertaking herein stated to be fulfilled or
performed by the Contractor shall be the joint and several obligation and undertaking of
each such individual or other legal entity.
18.10 Severability
The invalidity of any one or more phrases, sentences, clauses or sections
contained in this Agreement shall not affect the remaining portions of this Agreement or
any part thereof.
Village of Lcmont Page 15 of 16
Standard Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates recited below.
VILLAGE OF LEMONT
By BY 411144■6110d/rgtr
oreDate Date
(Print Name)
Frederick Johnson
Title Vice Pres i dent
Business Entity 11RS Cnrpnrat inn
(Corporation, Partnership, etc)
Attest:
By: By:
Date:
Title:
John F. Piazza
Title: Village President
Attest:
Village of Lemont
Standard Agreement
Date:
Page 16 of 16