HomeMy WebLinkAboutOrdinances - 22-32 - 05/16/2022 - Selecting an Engineer for a City Fueling Station CITY OF MCHENRY
MCHENRY COUNTY
STATE OF ILLINOIS
Ordinance 22-32
An Ordinance Selecting Consulting Engineer for a City Fueling Station
Passed by the
Mayor and City Council
Of the
City of McHenry
McHenry County
State of Illinois
May 16, 2022
Published in pamphlet form by authority of the Mayor and City Council of the City
of McHenry, McHenry County, Illinois thisl7th day of May 2022.
ORDINANCE NO. 22-32
An Ordinance Selecting Consulting
Engineer for a City Fueling Station
WHEREAS,the City of McHenry,McHenry County,Illinois,is a home rule municipality as
contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the
passage of this Ordinance constitutes an exercise of the City's home rule powers and functions as
granted in the Constitution of the State of Illinois.
WHEREAS,the City Council of the City of McHenry is undertaking a project to construct a
City Fueling Station.
WHEREAS, the City has determined that it is in their best interest to construct the City
Fueling Station Project which will provide the City with control over the supply, management and
dispensing of fuel for City vehicles including Police, Public Works, as well as other City
Departments.
WHEREAS,the City has determined that specialized skill and knowledge are necessary for
the engineering, plan preparation and construction assistance associated with the City Fueling
Station.
WHEREAS,Integrity Environmental Services,Inc. ("Integrity Environmental")is qualified
to provide Design, Engineering, Bid Documents, Bid Assistance, Construction Assistance and
Contract Administration services associated with the Proposed City Fueling Station as itemized in
Integrity Environmental proposal dated April 13, 2022.
WHEREAS, the City has engaged in formal and informal discussions with Integrity
Environmental,regarding the scope, fee and work associated with the City Fueling Station.
WHEREAS,the City has determined that it is in the best interests of the City to proceed with
the immediate selection of Integrity Environmental to perform design services for the City's Fueling
Station based on its qualifications and experience.
NOW, THEREFORE, BE IT ORDAINED by the CITY COUNCIL of the CITY OF
McHENRY, McHenry County, Illinois, as follows:
SECTION 1: The City hereby exercises its home rule powers and selects Integrity
Environmental to provide design services to the City's Fueling Station and waives all selection or
prequalification processes as may be called for within the City's Purchasing Policies.
SECTION 2: The City Council hereby authorizes the City Public Works Director to negotiate
and execute a Professional Service Agreement between the City and Integrity Environmental in an
amount not to exceed Thirty-Seven Thousand One Hundred Dollars ($37,100) for engineering
design and project oversight services for the City's Fueling Station.
SECTION 3: If any section, paragraph, subdivision, clause, sentence, or provision of this
Ordinance shall be adjudged by any Court of competent jurisdiction to be invalid, such judgment
shall not affect,impair,invalidate or nullify the remainder thereof,which remainder shall remain and
continue in full force and effect.
SECTION 4:All ordinances or parts of ordinances in conflict herewith are hereby repealed to
the extent of such conflict.
SECTION 5:This Ordinance shall be in full force and effect upon its passage,approval and
publication in pamphlet form (which publication is hereby authorized) as provided by law.
SECTION 6: If any section, paragraph, subdivision, clause, sentence or provision of this
Ordinance shall be adjudged by any Court of competent jurisdiction to be invalid, such judgment
shall not affect,impair,invalidate or nullify the remainder thereof,which remainder shall remain and
continue in full force and effect.
SECTION 7:All ordinances or parts of ordinances in conflict herewith are hereby repealed to
the extent of such conflict.
SECTION 8:This Ordinance shall be in full force and effect upon its passage,approval and
publication in pamphlet form (which publication is hereby authorized) as provided by law.
Ayes Nays Absent Abstain
Alderman Devine x
Alderman Glab x
Alderman Harding x
Alderman Strach _ x
Aldervwoan.Miller x
A�dcaraiti x
i M�Clatchey x
APPROVE
f SEAL) a
Mayor Wayne Jett
ATTEST: -
DMay 16,t 022 r Monte Johnson
Passed:
Approved: May 16, 2022
CERTIFICATION
I, Monte Johnson, do hereby certify that I am the duly appointed, acting and qualified
Deputy Clerk of the City of McHenry, McHenry County, Illinois, and that as such Clerk, I am
the keeper of the records and minutes and proceedings of the Mayor and Aldermen of said City
of McHenry.
I do hereby further certify that at a regular meeting of the Mayor and Aldermen of the City of
McHenry,held on the 16th day of May, 2022, the foregoing Ordinance entitled,An Ordinance
Selecting Consulting Engineer for a City Fueling Station,was duly passed by the City Council
of the City of McHenry.
The pamphlet form of Ordinance No. 22-32, including the Ordinance and a cover sheet
thereof, was prepared, and a copy of such Ordinance was posted in the City Hall, commencing on
the 17th day of May 2022, and will continue for at least 10 days thereafter. Copies of such
Ordinance are also available for public inspection upon request in the office of the City Clerk.
I do further certify that the original, of which the attached is a true and correct copy, is
entrusted to me as the Clerk of said City for safekeeping, and that I am the lawful custodian and
keeper of the same.
GIVEN under my hand and seal this 17th day of May, 2022.
^• �s�a^,,, Monte Johnson, Deputy Clerk
^40" City of McHenry,
McHenry County, Illinois
(SAI ) 1
INTEGRITY 1220 IROQUOI3 AVE
SUITE 100
NAPERVILLE, IL 60563
J4ENVIRONMENTAL SERVICES, INC. 630-718-9133
FAX 630-718-91 14
April 13.2022 P-0404R
Mr. Greg Gruen, P.E.
City Engineer
City of McHenry
1415 Industrial Drive
McHenry, Illinois 60050
Dear Greg:
Revised Professional Environmental Engineering Services Proposal
Project Design and Engineering/Preparation of Bidding
Documents, Bidding Assistance, Construction/Project
Management.and Contract Administration Services
New City Fueling Station Project
Public Works Facility
City of McHenry
1415 Industrial Drive
McHenry, Illinois
Integrity Environmental Services. Inc. is very pleased to have the opportunity to present
this proposal detailing the professional environmental and engineering consulting, design,
management, and administration services we can provide for you and the above
referenced City of McHenry project. Specifically, and as discussed, this proposal
includes a detailed description of the professional services we will provide in association
with the installation of a new, compartment aboveground storage tank (AST) system at
the south side of the present City parking area, south of existing Public Works building.
As requested. this proposal has been revised to include additional Task 2 time for
enhanced guidance and direction pertaining to the evaluation of the new fuel management
system equipment and features. Also as requested, this revised proposal includes two (2)
additional subsurface structural soil borings and samples in the parking lot area north of
the proposed fueling station and AST system. Please note, this proposal is intended to
supersede. in its entirety, our previously issued proposal (P-0404, dated April 7, 2022) for
this project. Please discard our April 7, 2022 proposal. Also note, this revised proposal
does not include the previously issued reference list attachment.
We would like to thank you, the Public Works Director, and the Police Chief for taking
the time to meet on April 6. 2022 to discuss your project. I felt our meeting was
informative and a productive first step in the process of moving forward with this
important project. We also wish to also thank you in advance for considering our firm
for these services. We look forward to the prospect of working with City and your team.
Mr. Greg Gruen, P.E.
P-0404R
April 13, 2022
Page 2
As you are aware, Integrity Environmental Services, Inc. has years of experience with the
design, preparation of bidding documents (Plans and Specifications), bidding assistance,
project/construction management, contract administration, and all other professional
services needed on/for many similar projects to ensure a complete and successful fueling
system installation. Please refer to the reference list containing similar projects and
services we have performed attached to our original proposal.
Please note, based on our understanding of the preliminary scope of the
construction/installation work, this project will exceed the City's public bidding limit. As
such, this proposal includes the professional services associated with a publicly bid
project.
Also note, as we discussed at our meeting, it is our understanding that any civil
engineering design needs and services (e.g. street and curb work, relocation of storm
sewers, etc.) will be handled by the City and will not be part of the scope of the service
outlined and proposed herein.
With respect to the fueling station canopy, please note that the structural strength of
subsurface soils will need to be examined prior to bidding and construction. This
proposal therefore includes the professional environmental consulting and testing
services we will provide with regards to conducting a geo-technical soil boring
investigation at the location if the canopy column footings at the new fueling station
property. We are also including a similar boring below the location of the AST concrete
slab. The details of this subsurface soil investigation can be found in Task I below.
This proposal has been prepared in accordance with the requirements of a publicly bid
project and includes the professional environmental services required by governing
federal and state regulatory agencies involved with AST system installation projects in
Illinois.
This professional environmental and engineering services proposal has been divided into
the tasks listed below, each addressing a specific area of service to be provided by our
firm for the City of McHenry and this project. These required tasks are presented in
general chronological order below and are further detailed on the pages that follow.
• Task 1- Geo-Technical Subsurface Soil Investigation and Testing
Note: As discussed at our meeting, we do not believe that a preliminary project
analysis assessment is needed for this project or the proposed project site.
• Task 2- Project Design and Engineering and Preparation of
Bidding Documents
• Task 3- Bidding Assistance
• Task 4- Construction/Project Management Services
INTEGRITY ENVIRONMENTAL SERVICES.INC.
Mr. Greg Gruen, P.E.
P-0404R
April 13, 2022
Page 3
• Task 5- Contract Administration Services
• Task 6- Project Close-Out and As-Built Drawings
Integrity Environmental Services, Inc. proposes to provide these services/tasks as further
detailed in the paragraphs that follow.
Task I-Geo-Technical Subsurface Soil Investhution and Testing:
This task includes the recommended professional services we will provide in
association with soil boring project management, sample collection and analysis,
as well as the preparation of a structural findings report.
The work associated with the structural, geo-technical soil boring investigation
and testing will include locations representing subsurface soil materials at the new
fuel island canopy footings, as well as below the new AST concrete slab.
Following a public utility locate, we propose to advance two (2) of the geo-
technical soil borings to 15' depths (below surface grade) at the canopy footing
locations and one (1) boring to approximately 7' below surface grade at the new
AST area. As recently requested, two (2) additional geo-technical soil borings
will be advanced to approximately 7' below surface grade in chosen areas of the
parking lot north of the new fuel island for the City's new pavement and curb
work.
All geo-technical soil samples retrieved will be analyzed by an accredited
laboratory to define the structural strength of subsurface soils. This data will be
presented in report format. If this data is favorable, excavation work needed for
installation will be typical. If unfavorable, our Project Specifications will reflect
the removal of additional unsuitable subsurface materials to facilitate
construction.
All soils retrieved will also be examined for environmental condition.
Environmental soils retrieved from each boring will be examined on-site by our
environmental professional for odor and discoloration. Our representative will
also screen all soils retrieved from each boring at all core intervals for petroleum
vapor concentrations with a Photoionization Detector (PID). All information and
data generated and gathered during our work will be documented accordingly on
soil boring logs.
This soil boring investigation work, including sample handling, will take one (1)
day to complete. Once samples are collected and secured for transport to each
laboratory, an additional six (6) business days (standard laboratory turn-around
time) will be needed to complete the geo-technical sample analysis. Our report
will then be prepared and issued promptly upon receipt of laboratory data. Please
note, we are not proposing laboratory environmental soil sample analysis at this
time.
INTEGRITY ENVIRONMENTAL SERVICES.INC.
Mr. Greg Gruen, P.E.
P-0404R
April 13, 2022
Page 4
Based on the above recommended description, as well as the recently requested
addition to this item, our fee for providing the Task 1, soil boring and testing
services, will not exceed $5,370.
Task 2- Project Desian/Engineering and Preparation of Bidding Documents:
Integrity Environmental Services, Inc. will prepare technical plans and
specifications for the installation of a new compartment AST system (gasoline
and diesel fuel, with an estimated capacity at 5,000 gallons each) and dispensing
island at the south side of the parking lot area south of the Public Works property.
This design and the bidding documents will include, but not be limited to, all fuel
management communication needs, the required leak detection and inventory
controls, fuel management system(s), electrical needs, a new raised fuel island,
fuel island canopy, all engineering items for reinforced concrete approach aprons
and related construction, and general site restoration. Asphalt pavement, curb
work,etc. will be by others.
These technical Plans and Specifications, as well as the front-end contractual
specifications sections further described below, will be intended for experienced,
qualified, State-registered tank contractors through the public bidding process.
Since only a State-registered tank contractor can apply for installation permits
through the Office of the State Fire Marshal (OSFM)and the City of McHenry (as
applicable), all permitting will be performed and completed upon contract
execution with the successful bidding tank contractor.
Our Specificationsibidding documents will also include the City's front-end
contractual documents, or our front-end documents consistent with the City's
requirements. These front-end sections will include, but not be limited to, general
conditions, special conditions, special provisions, schedule information.
instructions to bidders, and a detailed bid form. Our bid form documents will also
include a pre-qualification section(s) for proper contractor vetting purposes.
Technical Specification sections will include AST system installation work,
concrete section, a canopy construction section, and others as needed for a
complete and successful project.
Our project design will also include the preparation of detailed plan and section
drawings for all aspects of the new AST system installation,the new pump island,
canopy, and all new features, components, etc., as well as for site restoration, as
needed. Our Plans will include scaled AutoCAD drawings prepared in
accordance with the City's format and standards. It is understood that all plan
documents are subject to review and revision as the design process develops. All
work will be specified, and ultimately performed, in accordance with all current
codes, standards. and regulations of all entities involved.
INTEGRITY ENVIRONMENTAL SERVICES.INC.
Mr. Greg Gruen, P.E.
P-0404R
April 13, 2022
Page 5
Upon the City's approval of the project Specifications and Plan set, Integrity
Environmental Services, Inc. will provide an electronic copy, as well as
reproduced bound copies (books) for use during the bidding process. Additional
copies will be generated upon request or as interest in the project warrants.
As requested, this task now includes additional time for enhanced guidance and
direction pertaining to the evaluation of the new fuel management system
equipment and features.
Based on the project scope as we understand it to date, including the additional
time noted and as described above, our fee for providing Project Design and
Engineering and Preparation of Bidding Documents services will be $15,200.
Task 3- Biddinz Assistance:
Integrity Environmental Services, Inc. will also assist the City with all aspects and
services associated with the contractor bidding process. We will assist the City
with the preparation of a Legal Notice as required for public advertisement in the
publication of your choice.
During the bidding process, Integrity Environmental Services, Inc. will also
conduct a Pre-Bid Meeting and a walk-through of the site/work areas to address
any questions from prospective bidding contractors. The Pre-Bid Meeting and
walk-through will be conducted by our office and documented by the preparation
and distribution of Meeting Minutes.
While bidding is in progress, we will also respond to questions from bidders, as
well as your office by issuing addenda, if required. After bids are received, we
will assist with the opening of bids, provide a tabulation of bids, and will assist
your office in determining the lowest responsive bidder so that a contract can be
awarded. Additionally, the bidding phase of this project can include the pre-
qualification, reference review, and vetting of bidders prior to award
recommendation.
Our not-to-exceed fee for providing all bidding assistance services, as described
above, will be$2,850.
Task 4-Construction/Proiect Manaeement Services:
Integrity Environmental Services, Inc. will provide a qualified and experienced
project manager to represent the City and to perform construction management
services for the project in accordance with the project specifications and plans.
Our preliminary project duration estimate for the physical contracted work is
approximately twenty (20) business days.
INTEGRITY ENVIRONMENTAL SERVICM INC.
Mr. Greg Gruen. P.E.
P-0404R
April 13, 2022
Page 6
Based on this duration and in consideration of providing on-site project
management duties at crucial times during construction (i.e. during OSFM
inspections, key system installation dates, quality assurance support. substantial
and final completion walk-though(s), etc.), we further estimate our on-site
management time needs will be approximately twenty (12)days (96 hours).
We will also collect and review all contractor submittals and conduct a Pre-
Construction Meeting with the contractor of award and City personnel, again
documented by preparation and distribution of Meeting Minutes, if needed.
Once again, we are estimating at this time that our project manager(s) will incur
approximately 96 hours of site time during this project. Using our typical on-site
project management hourly rate of$95 per hour, $9,120 should be budgeted for
this phase/task.
Task 5-Contract Administration Services:
We will also provide important administration services associated with the
contractor's contract with the City. Our contract administration services will
include, but not be limited to, contract (Owner-Contractor Agreement)
preparation, insurance and bonding document review and processing, additional
submittal and Change Order processing (if required), pay request review and
approval, project close-out paperwork. etc.
Our not-to-exceed fee for performing the Task 5 contract administration services
associated with this project will be $3,040.
Task 6-Proiect Close-Out and As-Built Drawings:
Our project close-out services will include conducting a thorough final inspection
of the contractor's work, summarized by formal letter as an executive summary.
Attachments to the executive summary will be included as needed. Additionally.
we will coordinate new fueling system equipment training, including, but no
limited to, the new AST, product dispensers, and fuel management equipment.
Additionally, we will provide the City with a final inspection report. "as-built"
drawings, final specifications from equipment manufacturers, and any required
contractor testing results for permeant record. Compliance verification will also
be provided as part of the contractor close-out process.
Our not-to-exceed fee associated with the project close-out services will be
$1,520.
INTEGRITY ENVIRONMENTAL SERVICES.INC.
Mr. Greg Gruen, P.E.
P-0404R
April 13. 2022
Page 7
In summary, our fee schedule for all professional services tasks detailed in this proposal,
including the revised Task 1 and 2 figures, will be as follows:
• Task I- Geo-Technical Subsurface Soil
Investigation and Testing= $ 5,370(not-to-exceed)
• Task 2- Project Design/Engineering and
Preparation of Bidding Documents= $15,200(not-to-exceed)
• Task 3- Bidding Assistance= $ 2,850 (not-to-exceed)
• Task 4-Construction/Project Management
Services= $ 9,120 (estimated)
• Task 5- Contract Administration Services= $ 3,040(not-to-exceed)
• Task 6- Project Close-Out/As-Built Drawings= 1,520(not-to-exceed)
Total,Tasks 1 through 6= $37,100
Once again, we greatly appreciate the opportunity to submit this proposal and look
forward working with you,the City of McHenry, and all staff members involved with this
project. If a meeting is in order to further discuss these services and the structure of this
proposal, please feel free to contact me at any time. We look forward to the prospect of
providing these services for the City and this project.
As always, if you have any questions. please feel free to contact the undersigned at (630)
253-3375.
INTEGRITY ENVIRONMENTAL SERVICES, INC.
r
r
Mark J.Ravanesi
President
INTEGRITY ENVIRONMENTAL SERVICES,INC.
City of McHenry Professional Services Contract
Professional Services Contract
Between The City Of McHenry
And Integrity Environmental
Services, Inc.
For Project Design Services For a
Proposed City Fueling Station
Revised 5/22/17
City of McHenry Professional Services Contract
Professional Services Contract Between The City of
McHenry And Integrity Environmental Services, Inc.
For Professional Engineering Services For a
Proposed City Fueling Station
TABLE OF CONTENTS
Page
ARTICLE1. THE SERVICES........................................................................................................1
1.1 Intent........................................................................................................................1
1.2 Services....................................................................................................................1
1.3 Project Time ............................................................................................................1
1.4 Term; Extensions.....................................................................................................1
1.5 Other Contracts........................................................................................................ 1
1.6 Responsibility of Consultant to Perform.................................................................1
1.7 Financial Ability to Perform....................................................................................2
ARTICLE 2. COMPENSATION AND PAYMENT......................................................................2
2.1 Pricing Schedule......................................................................................................2
2.2 Monthly Payment; Invoices.....................................................................................2
2.3 Taxes........................................................................................................................2
2.4 Final Payment..........................................................................................................2
2.5 Deductions...............................................................................................................3
2.6 Use of Deducted Funds ...........................................................................................3
2.7 Keeping Books and Accounts .................................................................................3
ARTICLE 3. PERFORMANCE OF SERVICES............................................................................3
3.1 Standard of Performance.........................................................................................3
3.2 Correction of Defects...............................................................................................3
3.3 Risk of Loss.............................................................................................................4
3.4 Opinions of Probable Cost.......................................................................................4
3.5 City Responsibilities................................................................................................4
3.6 Time of the Essence.................................................................................................5
Revised 5/22/17
City of McHenry Professional Services Contract
3.7 Suspension of Services............................................................................................5
ARTICLE 4. SERVICES CHANGE ORDERS; DELAYS............................................................5
4.1 Services Change Orders ..........................................................................................5
4.2 Revision Notices......................................................................................................5
4.3 No Change in Absence of Services Change Order..................................................5
4.4 Delays......................................................................................................................5
ARTICLE5. INSURANCE............................................................................................................6
5.1 Insurance..................................................................................................................6
5.2 Scope of Coverage; Minimum Limits of Coverage.................................................6
5.3 Deductibles and Self-Insured Retentions ................................................................6
5.4 Additional Requirements.........................................................................................6
5.5 Verification of Coverage.........................................................................................7
5.6 Sub-Consultants and Suppliers................................................................................8
ARTICLE 6. INDEMNIFICATION...............................................................................................8
6.1 Agreement to Indemnify..........................................................................................8
6.2 No Limit Based on Insurance..................................................................................8
6.3 Withholding Payment..............................................................................................8
6.4 Limit on Duty to Indemnify.....................................................................................8
ARTICLE 7. ARBITRATION........................................................................................................8
7.1 Arbitration ...............................................................................................................8
ARTICLE8. TERMINATION .......................................................................................................9
8.1 Contract is At-Will..................................................................................................9
8.2 Termination by City for Breach...............................................................................9
8.3 City Remedies..........................................................................................................9
8.4 Termination by Consultant for Breach....................................................................9
ARTICLE 9. LEGAL RELATIONSHIPS AND GENERAL REQUIREMENTS.........................9
9.1 Consultant as Independent Consultant..................................................................10
9.2 Compliance with Laws; Communications with Regulators..................................10
9.3 Permits and Licenses............................................................................................. 10
9.4 Safety; Hazardous Materials..................................................................................10
9.5 Ownership of Data and Documents.......................................................................10
9.6 Notices...................................................................................................................10
9.7 No Waiver by City................................................................................................. 10
9.8 No Third-Party Beneficiaries.................................................................................I I
Revised 5/22/17
City of McHenry Professional Services Contract
9.9 Survival of Terms.................................................................................................. 11
9.10 Assignments. ......................................................................................................... 11
9.11 Amendments.......................................................................................................... 11
9.12 Governing Law......................................................................................................11
9.13 Compliance with Laws, Grant Regulations...........................................................11
9.14 Representation of No Conflicts.............................................................................11
9.15 No Collusion..........................................................................................................11
Revised 5/22/17
City of McHenry Professional Services Contract
Professional Services Contract Between The City of
McHenry And Integrity Environmental Services, Inc.
For Professional Engineering Services For a
Proposed City Fueling Station
This contract(the "Contract") is dated as of May 16t", 2022 (the "Effective Date") and is by
and between the City of McHenry, an Illinois municipal corporation, (the "City") and Integrity
Environmental Service, Inc. (the "Consultant"). In consideration of the mutual covenants and
promises contained herein, the parties agree as follows:
ARTICLE 1. THE SERVICES
1.1 Intent. It is the intent of the parties that this Contract govern the relationship of the
parties.
1.2 Services. The Consultant will perform for the City the following services (the
"Services"):
Design, Engineering, Bid Documents, Bid Assistance, Construction
Assistance and Contract Administration services associated with the
Proposed City Fueling Station as itemized in Integrity Environmental
Services, Inc. proposal dated April 13, 2022 (Attached as Exhibit -
A).
1.3 Project Time. The Services will be performed according to the following schedule
("Project Schedule"):
Complete Engineering and Bid Documents November 1, 2022
Bidding Assistance January 15, 2023
Construction Assistance To Be Determined
The Services will be completed on or before November 1, 2022 for the Engineering and Bid
Documents (the "Completion Date"). The Completion Date shall be effective for substantial
completion all design services. Bidding Services and Construction Support shall be completed after
the date of substantial completion in coordination with construction of the project.
1.4 Term; Extensions. This Contract commences on the Effective Date and terminates
on December 31, 2023 unless terminated earlier pursuant to Article 8 of this Contract(the "Term").
All terms of this Contract, including without limitation pricing terms, are firm during the Term,
unless as embodied in an amendment to this Contract in accordance with Section 9.15. The Parties
may only extend this Contract in writing for two additional one-year periods (each an "Extended
Term"). Pricing terms may be adjusted by written agreement at the beginning of an Extended Term.
1.5 Other Contracts. The City may enter into agreements with other consultants,
pursuant to which the City may award work from time to time at the City's discretion.
-1-
City of McHenry Professional Services Contract
1.6 Responsibility of Consultant to Perform. The Consultant must provide all personnel
necessary to complete the Services.The Consultant must perform the Services with its own personnel
and under the management, supervision, and control of its own organization unless otherwise
approved by the City in writing. All sub-consultants and supplies used by the Consultant in the
performance of Services must be acceptable to, and approved in advance by, the City. The City's
approval of any sub-consultant or supplier will not relieve the Consultant of full responsibility and
liability for the provision,performance, and completion of the Services in full compliance with, and
as required by or pursuant to,this Contract.All Services performed by any sub-consultant or supplier
are subject to all of the provisions of this Contract in the same manner as if performed directly by
the Consultant. If any sub-consultant or supplier fails to properly perform any Services undertaken
by it in compliance with this Contract, then the Consultant, immediately on notice from the City,
must remove that sub-consultant or supplier and undertake the Services itself or replace the sub-
consultant or supplier with a sub-consultant or supplier acceptable to the City. The Consultant will
have no claim for damages, for compensation in excess of the Compensation, or for delay or
extension of the Project Schedule as a result of any such removal or replacement.
1.7 Financial Ability to Perform. When executing this Contract, the Consultant
represents and declares that it is financially solvent, has the financial resources necessary, has
sufficient experience and competence,and has the necessary capital,facilities,organization,and staff
necessary to provide,perform,and complete the Services set forth in this Contract in full compliance
with, and as required by or pursuant to, this Contract.
ARTICLE 2. COMPENSATION AND PAYMENT
2.1 Pricing Schedule. As compensation for the performance of the Services
("Compensation"), the City will pay the Consultant the following amounts and in the following
manner:
Not-to-exceed $37,100 per the April 13, 2022 proposal unless
otherwise agreed in writing
Except for the Compensation, the City will have no liability for any expenses or costs incurred by
the Consultant.
2.2 Monthly Payment; Invoices. The Compensation will be paid in monthly
installments. The Consultant must submit to the City, on a monthly basis, a written invoice for
payment for completed work. The City may specify the specific day of the month on or before which
invoices must be filed. Each invoice must be accompanied by receipts, vouchers, and other
documents as necessary to reasonably establish the Consultant's right to payment of the
Compensation stated in the invoice. In addition, each invoice must include (a) employee
classifications, rates per hour, and hours worked by each classification and, if the Services are to be
performed in separate phases, for each phase, (b)total amount billed in the current period and total
amount billed to date and, if the Services are to be performed in separate phases, for each phase, and
(c) the estimated percent completion of the Services and, if the Services are to be performed in
separate phases, for each phase.
23 Taxes. The Compensation includes applicable federal, State of Illinois, and local
taxes of every kind and nature applicable to the services provided by the Consultant and all taxes,
contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions,
annuities,or other similar benefits.The Consultant will never have a claim or right to claim additional
-2-
City of McHenry Professional Services Contract
compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or
fees.
2.4 Final Payment. The Services will be considered complete on the date of final written
acceptance by the City of the Services or the relevant phase of the Services. Services related to a
submission of the Consultant will be deemed accepted by the City if the City does not object to those
Services in writing within 30 days after the submission by the Consultant of an invoice for final
acceptance and payment The City will make final payment to the Consultant within 30 days after
final acceptance of the Services, after deducting therefrom charges, if any, as provided in this
Contract ("Final Payment"). The acceptance by the Consultant of Final Payment will operate as a
full and complete release of the City by the Consultant of and from any and all lawsuits, claims, or
demands for further payment of any kind for the Services encompassed by the Final Payment.
2.5 Deductions. Notwithstanding any other provision of this Contract, the City may
deduct and withhold from any payment or from Final Payment such amounts as may reasonably
appear necessary to compensate the City for any loss due to (1) Services that are defective,
nonconforming, or incomplete, (2) liens or claims of lien, (3) claims against the Consultant or the
City made by any of the Consultant's sub-consultants or suppliers or by other persons about the
Services, regardless of merit, (4) delay by the Consultant in the completion of the Services, the
cost to the City, including without limitation reasonable attorneys' fees, of enforcing the terms of
this Contract. The City will notify the Consultant in writing of the City's determination to deduct
and withhold funds,which notice will state with specificity the amount of, and reason or reasons for,
such deduction and withholding.
2.6 Use of Deducted Funds. The City will be entitled to retain any and all amounts
withheld pursuant to Section 2.5 above until the Consultant either has performed the obligations in
question or has furnished security for that performance satisfactory to the City. The City will be
entitled to apply any money withheld or any other money due to the Consultant to reimburse itself
for any and all costs, expenses, losses, damages, liabilities, suits,judgments, awards, and reasonable
attorneys' fees (collectively "Costs") incurred, suffered, or sustained by the City and chargeable to
the Consultant under this Contract.
2.7 Keeping Books and Accounts. The Consultant must keep accounts, books,and other
records of all its billable charges and costs incurred in performing Services in accordance with
generally accepted accounting practices, consistently applied, and in such manner as to permit
verification of all entries. The Consultant must make all such material available for inspection by the
City, at the office of the Consultant during normal business hours during the Term and for a period
of five years after termination of this Contract. Copies of such material must be furnished to the City
at the City's request and expense.
ARTICLE 3. PERFORMANCE OF SERVICES
3.1 Standard of Performance. The Consultant must perform the Services in a manner
consistent with the degree of care and skill ordinarily exercised by members of the same profession
currently practicing under similar circumstances in the Chicago Metropolitan Region ("Standard of
Performance"). The Consultant is fully and solely responsible for the quality, technical accuracy,
completeness, and coordination of all Services. All plans and other documents furnished by the
Consultant shall be endorsed and stamped with professional seals when such seals are required by
law.
32 Correction of Defects.The Consultant must provide,for no additional Compensation
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City of McHenry Professional Services Contract
and at no separate expense to the City, all work required to correct any defects or deficiencies in the
performance of Services, regardless of whether the defect or deficiency relates to the work of the
Consultant or of the Consultant's sub-consultants or suppliers.
33 Risk of Loss. The Consultant bears the risk of loss in providing all Services. The
Consultant is responsible for any and all damages to property or persons arising from any Consultant
error, omission,or negligent act and for any losses or costs to repair or remedy any work undertaken
by the City based on the Services as a result of any such error, omission, or negligent act.
Notwithstanding any other provision of this Contract,the Consultant's obligations under this Section
3.3 exist without regard to, and may not be construed to be waived by, the availability or
unavailability of any insurance, either of the City or the Consultant, to indemnify, hold harmless, or
reimburse the Consultant for damages, losses, or costs.
3.4 Opinions of Probable Cost. The Parties recognize that neither the Consultant nor the
City has control over the costs of labor,materials,equipment, or services furnished by others or over
competitive bidding, market or negotiating conditions, or construction contractors' methods of
determining their prices. Accordingly, any opinions of probable costs provided under this Contract
are considered to be estimates only, made on the basis of the Consultant's experience and
qualifications, and those opinions represent the Consultant's best judgment as an experienced and
qualified professional, familiar with the industry. The Consultant does not guaranty that proposals,
bids, or actual costs will not vary from the opinions prepared by the Consultant.
35 City Responsibilities. The City, at its sole cost and expense, will have the following
responsibilities:
(a) To designate in writing a person with authority to act as the City's representative
with respect to the Services. In the absence of a written designation,the City's representative will be
the City Administrator. The City's representative will have the authority to act on behalf of the City
except on matters that require approval of the City Council,including amendments to this Agreement
or increasing the compensation of consultant.
(b) To provide to the Consultant all criteria and information about the requirements for
the Services, including, as relevant, the City's objectives and constraints, schedule, space, capacity
and performance requirements, and budgetary limitations.
(c) To provide to the Consultant existing studies, reports, and other available data
relevant to the Services.
(d) To arrange for access to, and make provisions for the Consultant to enter on,public
and private property as reasonably required for the Services.
(e) To provide,as relevant,surveys describing physical characteristics,legal limitations,
and utility locations for the Services and the services of other consultants when the services of other
consultants are requested by the Consultant and are necessary for the performance of the Services.
(f) To provide structural, mechanical, chemical, air and water tests,tests for hazardous
materials, and other laboratory and environmental tests, inspections, and reports required by law to
be provided by the City in connection with the Services, except the extent such tests, inspections, or
reports are part of the Services.
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City of McHenry Professional Services Contract
(g) To review reports, documents, data, and all other information presented by the
Consultant as appropriate.
(h) To provide approvals from all governmental authorities having jurisdiction over the
Services when requested by the Consultant,except the extent such approvals are part of the Services.
O To provide, except as provided under Article 5 and Article 6 of this Contract, all
accounting, insurance, and legal services as may be necessary from time to time in the judgment of
the City to protect the City's interests with respect to the Services.
() To attend meetings related to the Services.
(k) To give prompt written notice to the Consultant whenever the City observes or
otherwise becomes aware of any development that affects the scope or timing of Services, except
that the inability or failure of the City to give any such a notice will not relieve the Consultant of any
of its responsibilities under this Contract.
3.6 Time of the Essence. Time is of the essence for the Services and all activities with
regard to the performance of the Services.
3.7 Suspension of Services. The City,at any time and for any reason,may suspend work
on any or all Services by issuing a written work suspension notice to the Consultant. The Consultant
must stop the performance of all Services within the scope of the suspension notice until the City
directs the Consultant in writing to resume performance.
ARTICLE 4. SERVICES CHANGE ORDERS; DELAYS
4.1 Services Change Orders. The City, from time to time, may issue a written order
modifying or otherwise changing the scope of the Services included in a Services Change Order (a
"Services Change Order"). Any Services Change Order in an amount exceeding $10,000 must be
approved by the City Council. The Services Change Order will be generally in the form attached to
and by this reference incorporated into this Contract as Attachment A. The Consultant may request
a Services Change Order based on a claimed material change to any Services performed under this
Contract. A Services Change Order may include additions to and deletions from the Services and
will include requested equitable increases or decreases to the Compensation.
42 Revision Notices. Within three (3) days after the date of a Services Change Order,
and in any event before the Consultant begins work on any changed Services, the Consultant must
notify the City in writing if the Consultant desires a revision to the Services Change Order (a
"Revision Notice"). The Revision Notice must clearly state the Consultant's requested revisions and
the reasons for the revisions. If the City agrees to any revision, then the City will issue a revised
Services Change Order in a form acceptable to the Parties. If the Consultant does not submit a
Revision Notice within the (3) -day period,then the Consultant will be deemed to have accepted the
Services Change Order and the Services Change Order will be final.
43 No Change in Absence of Services Change Order. No claim for an adjustment in
Compensation or Project Schedule will be made or allowed unless it is embodied in a Services
Change Order signed by the City and the Consultant. If the Consultant believes it is entitled to an
adjustment in the Compensation or Project Schedule terms that has not been included, or fully
included, in a Services Change Order, then the Consultant may submit to the City a written request
for the issuance of, or revision of, a Services Change Order including the desired adjustment. The
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Consultant's request must be submitted before the Consultant proceeds with any Services for which
an adjustment is desired.
4.4 Delays. If a delay in providing Services results from one or more causes that could
not be avoided or controlled by the Consultant, then the Consultant may be entitled to an extension
of the Project Schedule for a period of time equal to that delay, or an adjustment in Compensation
for extra costs related to the delay, or both. The Consultant must notify the City in writing within 3
days after the start of the delay and again in writing within 3 days after the delay has ended (the
"Delay Period"). The first notice must state the cause or causes of the delay and the impact of the
delay on providing Services.The second notice must state the cause or causes of the delay,the length
of the day, the reasons why the delay disrupted performance of the Services and the Consultant's
request, if any, for a change in Compensation or Project Schedule. If the Consultant fails to submit
notices as provided in this Section 4.5, then the Consultant will be deemed to have waived any right
to an adjustment in Compensation for the Services.
ARTICLE 5. INSURANCE
5.1 Insurance. The Consultant must procure and maintain, for the duration of this
Contract, insurance as provided in this Article 5.
52 Scope of Coverage• Minimum Limits of Coverage.
(a) Commercial General Liability. Insurance Services Office ("ISO"), or reasonable
equivalent, Commercial General Liability occurrence form CG 0001,with the City and its officials, officers,
employees, and agents named as additional insured on Insurance Service Office (ISO) Additional Insured
Endorsement CG 2010(Exhibit A)or CG 2026(Exhibit B). Coverage must be at least$1,000,000 combined
single limit per occurrence for bodily injury and for property damage and $1,000,000 per occurrence for
personal injury. The general aggregate must be twice the required occurrence limit. Minimum General
Aggregate must be no less than$2,000,000 or a project-contract specific aggregate of$1,000,000.
(b) Automobile Liability. Insurance Service Office Business Auto Liability coverage
form number CA 0001, Symbol 01 "Any Auto." Coverage must be at least $1,000,000 combined
single limit per accident for bodily injury and property damage.
(c) Professional Liability. Indemnification and for injury or damage arising out of
negligent acts, errors, or omissions in providing professional services, including without limitation:
(i)preparing, approving, or failure to prepare or approve maps, drawings, opinions, report, surveys,
designs or specifications and (ii) providing direction, instruction, supervision, inspection, or
engineering services or failing to provide them, if that is the primary cause of injury or damage.
Coverage must be at least$1,000,000 each claim with respect to negligent acts,errors,and omissions
in connection with all professional services to be provided under this Contract.
(d) Workers' Compensation and Employers' Liability. Workers' Compensation as
required by the Workers' Compensation Act of the State of Illinois and Employers' Liability
insurance. Coverage must be at least Workers' Compensation Coverage with statutory limits and
Employers' Liability limits of$500,000 per accident.
53 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
must be declared to and approved by the City.At the option of the City,either the insurer must reduce
or eliminate such deductibles or self-insured retentions with respect to the City and its officials,
officers, employees, and agents or the Consultant must procure a bond guaranteeing payment of
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losses and related investigation, claim administration, and Consultant defense expenses.
5.4 Additional Requirements. The insurance policies must contain, or be endorsed to
contain,the following provisions:
(a) Commercial General Liability and Automobile Liability Coverage. The City and its
officials, officers, employees must be covered as additional insured as respects: liability arising out
of the Consultant's work, including without limitation activities performed by or on behalf of the
Consultant and automobiles owned, leased, hired, or borrowed by the Consultant. Coverage must
contain no special limitations on the scope of protection afforded to the City or its officials, officers,
employees, and agents.
(b) Primary Coverage. The insurance coverage must be primary with respect to the City
and its officials, officers and employees.Any insurance or self-insurance maintained by the City and
its officials,officers, employees,and agents will be excess of the Consultant's insurance and will not
contribute with it.
(c) Severability of Interests/Cross Liability. The insurance must contain a Severability
of Interests/Cross Liability clause or language stating that the insurance will apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits of the
insurer's ability.
(d) Umbrella Policies. If any commercial general liability insurance is being provided
under an excess or umbrella liability policy that does not "follow form," then the Consultant must
name the City and its officials, officers and employees, as additional insured under the umbrella
policy.
(e) Occurrence Form. All general liability coverage must be provided on an occurrence
policy form. Claims-made general liability policies are not acceptable.
(f) Workers' Compensation and Employers' Liability Coverage. The insurer must agree
to waive all rights of subrogation against the City and its officials, officers, employees, and agents
for losses arising from work performed by the Consultant.
(g) Professional Liability. If the policy is written on a claims-made form,the retroactive
date must be equal to or preceding the effective date of this Contract. If the policy is cancelled,non-
renewed, or switched to an occurrence form, then the Consultant must purchase supplemental
extending reporting period coverage for a period of not less than three years after the date of
substantial completion.
(h) All Coverage.Each insurance policy required must have the City expressly endorsed
onto the policy as a Cancellation Notice Recipient. If a policy is canceled before the expiration date
of that policy, then notice must be delivered to the City in accordance with the policy provisions
prior to the expiration date.
(i) Acceptability of Insurers. Insurance must be placed with insurers with a Best's rating
of no less than A-, VII and licensed to do business in the State of Illinois.
0) Waiver of Limitation. The Consultant hereby agrees to waive any limitation as to
the amount of contribution recoverable against it by the City.This specifically includes any limitation
imposed by any state statute, regulation, or case law including any Workers' Compensation Act
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provision that applies a limitation to the amount recoverable in contribution, such as Kotecki v.
Cyclops Welding. Each sub-consultant also must agree to this waiver.
5.5 Verification of Coverage. The Consultant must furnish the City with certificates of
insurance naming the City and its officials, officers,employees,and agents as additional insured and
with original endorsements affecting coverage required by this Article 5. The certificates and
endorsements for each insurance policy must be signed by a person authorized by that insurer to bind
coverage on its behalf. The certificates and endorsements may be on forms provided by the City or
may be ISO Additional Insured Endorsements CG 2010 or CG 2026, or reasonable equivalent, and
in any event must be received and approved by the City before any work commences. The City
reserves the right to request a full certified copy of each insurance policy and endorsement.
5.6 Sub-Consultants and Suppliers. The Consultant must include all sub-consultants as
insured under its policies or must furnish separate certificates and endorsements for each sub-
consultant.All coverage for sub-consultants are subject to all of the requirements stated in this Article
5.
ARTICLE 6. INDEMNIFICATION
6.1 Agreement to Indemnify. To the fullest extent permitted by law, the Consultant
hereby agrees to indemnify and, at the City's request, defend the City and its officials, employees,
agents, and representatives (collectively the "Indemnified Parties") against all injuries, deaths, loss,
damages, claims, patent claims, lawsuits, liabilities, judgments, costs, and expenses, including
attorney fees incurred by the City (collectively "Claims"), that may in any way accrue against the
Indemnified Parties or any one of them arising in whole, or in part, or in consequence of consultants
breach of contract or the negligent or intentionally tortious performance of any services by the
Consultant or its employees or sub-consultants or that may in any way result therefrom, except only
Claims arising out of the sole legal cause of the City. In addition, Consultant hereby agrees to
indemnify the City with regard to any damages, costs and expenses, including attorney fees incurred
by the City for any failure by the Consultant to comply with insurance reporting provisions of any
Consultant insurance policy adversely affecting coverage provided to the indemnified parties.
62 No Limit Based on Insurance. The Consultant expressly acknowledges and agrees
that any performance bond or insurance policy required by this Contract, or otherwise provided by
the Consultant, will in no way limit the responsibility to indemnify and defend the Indemnified
Parties or any one of them.
63 Withholding Payment.To the extent that any payment is due to the Consultant under
this Contract, the City may withhold that payment to protect itself against any Indemnified Claims
until all claims, suits, or judgments have been settled or discharged and evidence to that effect has
been furnished to the satisfaction of the City.
64 Limit on Duty to Indemnify. The Consultant is not required to indemnify an
Indemnified Party to the extent a Claim resulted solely from the negligence or willful misconduct of
the Indemnified Party.
ARTICLE 7. ARBITRATION
7.1 Arbitration. Any controversy or claim arising out of or relating to this Contract, or
the breach thereof, shall be settled by binding arbitration administered by the American Arbitration
Association under its Construction Industry Arbitration Rules or JAMS Dispute Resolution, as
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City of McHenry Professional Services Contract
determined in the exclusive discretion of the City, at 333 N. Green St. McHenry, Illinois, and
judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The parties agree that an arbitration award by default may be entered upon the party failing
to appear or defend itself in any arbitration proceeding. In the event of any arbitration or litigation of
this Contract, the non-prevailing party, as determined by the arbiter or court, shall pay all expenses
incurred by the prevailing party, including, but not limited to (a) attorney's fees, (b) filing costs, (c)
witness fees, and (d) other general expenses of arbitration or litigation.
ARTICLE 8. TERMINATION
8.1 Contract is At-Will. This Contract is at-will and may be terminated by the City at
any time at the City's convenience, without reason or cause. If the City terminates this Contract
without reason or cause, then the Consultant will be entitled to Compensation for all Service
performed by the Consultant up to the date of termination. The Consultant is not entitled to any
consequential damages, including without limitation for lost profit, for any Services not performed
by the Consultant.
8.2 Termination by City for Breach. The City at any time, by written notice providing
Consultant with 10 days' to cure any alleged breach hereof, may terminate this Contract of breach
by the Consultant and of one or more terms of this agreement. "Breach" by the Consultant includes
(a) failure of the Consultant to adhere to any terms or conditions of this Contract, (b) failure of the
Consultant to properly perform Services, (c) or failure of the Consultant to maintain progress in the
performance of Services so as to endanger proper performance of the Services within the Project
Schedule, (d) failure of the Consultant to have or maintain adequate resources to complete any
Services.
83 City Remedies. If the City terminates this Contract for Breach by the Consultant,
then the City will have the right, at its election and without prejudice to any other remedies provided
by law or equity, to pursue any one or more of the following remedies:
(a) The City may recover from the Consultant any and all costs, including without
limitation reasonable attorneys' fees, incurred by the City as the result of any Breach or as a result
of actions taken by the City in response to any Breach.
(b) The City may withhold any or all outstanding Compensation to reimburse itself or
pay for any and all costs, including without limitation reasonable attorneys' fees, incurred by the
City as the result of any Breach or as a result of actions taken by the City in response to any Breach.
In that event, the City will pay any excess funds to the Consultant, if any, after all of the City's costs
are reimbursed or paid. If the Compensation withheld by the City is insufficient to reimburse the City
for, or pay, all costs,then the City will has the right to recover directly from the Consultant a sum of
money sufficient to reimburse itself, or pay, all remaining costs.
8.4 Termination by Consultant for Breach.The Consultant at any time,by written notice,
terminate this Contract on account of failure by the City to properly pay the Consultant and failure
of the City to cure the breach within 10 days after that written notice or such further time as the
Consultant may agree, in the Consultant's sole discretion, in response to a written notice from the
City seeking additional time to cure.
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City of McHenry Professional Services Contract
ARTICLE 9. LEGAL RELATIONSHIPS
AND GENERAL REQUIREMENTS
9.1 Consultant as Independent Consultant.For purposes of this Contract,the Consultant
is an independent consultant and is not, and may not be construed or deemed to be an employee,
agent, or joint venturer of the City.
9.2 Communications with Regulators. Any written communication by Consultant
directly with applicable governmental regulatory agencies with regard to Services shall be copied to
the City.
9.3 Permits and Licenses. The Consultant must obtain and pay for all permits and
licenses,registrations,qualifications, and other governmental authorizations required by law that are
associated with the Consultant's performance of Services.
9.4 Safety Hazardous Materials.
(a) Protection of Health.Environment.The Consultant's personnel must be experienced
and properly trained to perform the Services and must take adequate precautions to protect human
health and the environment in the performance of Services.
(b) Notice of Hazardous Conditions. If the Consultant observes a potentially hazardous
condition relating to the Services, then the Consultant must bring that condition to the attention of
the City.
(c) Hazardous Materials. The Consultant acknowledges that there may be hazardous
substances, wastes, or materials as defined by applicable Law ("Hazardous Materials") at a project
site or otherwise associated with Services, and the Consultant under those circumstances must take
appropriate precautions to protect its employees, sub-consultants, and suppliers.
9.5 Ownership of Data and Documents. All data and information, regardless of its
format, developed or obtained under this Contract(collectively "Data"), other than the Consultant's
confidential information, will be and remain the sole property of the City. The Consultant must
promptly deliver all Data to the City at the City's request. The Consultant is responsible for the care
and protection of the Data until that delivery. The Consultant may retain one copy of the Data for the
Consultant's records subject to the Consultant's continued compliance with the provisions of this
Article. The City hereby indemnifies the Consultant for damages caused by the City's misuse or
reuse of Data not originally intended.
9.6 Notices. Any notice or communication required by this Contract will be deemed
sufficiently given if in writing and when delivered personally or upon receipt of registered or certified
mail,postage prepaid, with the U.S. Postal Service and addressed as follows:
If to the City: with a copy to:
City Administrator Public Works Director
City of McHenry Public Works Department
333 S. Green Street 1415 Industrial Drive
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City of McHenry Professional Services Contract
McHenry, Illinois 60050 McHenry, Illinois 60050
If to the Consultant: with a copes
or to such other address as the party to whom notice is to be given has furnished in writing.
9.7 No Waiver by City.No act,order,approval, acceptance, or payment by the City,nor
any delay by the City in exercising any right under this Contract, will constitute or be deemed to be
an acceptance of any defective,damaged,flawed,unsuitable,nonconforming,or incomplete Services
or operate to waive any requirement or provision of this Contract or any remedy, power, or right of
the City.
9.8 No Third-Party Beneficiaries. This Contract is for the benefit of the City and the
Consultant only and there can be no valid claim made or held against the City or the Consultant by
any third party to be a beneficiary under this Contract.
9.9 Survival of Terms. The following sections will survive the termination of this
Contract: 2.7, 3.2, 6.1, 8.4, 9.7, 9.8, and 9.9.
9.10 Assignments. The Consultant may not assign or transfer any term, obligation, right,
or other aspect of this Contract. If any aspect of this Contract is assigned or transferred, then the
Consultant will remain responsible to the City for the proper performance of the Consultant's
obligations under this Contract. The terms and conditions of any agreement by the Consultant to
assign or transfer this Contract must include terms requiring the assignee or transferee to fully comply
with this Contract unless otherwise authorized in writing by the City.
9.11 Amendments. This Contract may be amended only in writing executed by the City
and the Consultant.
9.12 Governing Law. The validity,construction,and performance of this Contract and all
disputes between the parties arising out of or related to this Contract will be governed by the laws of
the State of Illinois without regard to choice or conflict of law rules orregulations.
9.13 Compliance with Laws Grant Regulations. All Services must be provided,
performed, and completed in accordance with all applicable governmental permits, licenses, or other
approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. The
Consultant also must comply with applicable conditions of any federal, state, or local grant received
by the City with respect to this Contract. The Consultant will be solely responsible for any fines or
penalties that may be imposed or incurred by a governmental agency with jurisdiction over the
Services as a result of the Consultant's improper performance of, or failure to properly perform, any
Services.
9.14 Representation of No Conflicts. The Consultant represents that, to the best of its
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City of McHenry Professional Services Contract
knowledge, (1) no City employee or agent is financially interested, directly or indirectly, in the
business of the Consultant or this Contract, (2) as of the Effective Date neither the Consultant nor
any person employed by the Consultant has any interest that would conflict in any manner or degree
with the performance of the obligations under this Contract, and (3) neither the Consultant nor any
person employed by or associated with the Consultant may at any time during the Term obtain or
acquire any interest that would conflict in any manner or degree with the performance of the
obligations under this Contract.
9.15 No Collusion. The Consultant represents that the Consultant is not barred from
contracting with a unit of state or local government as a result of(1) a delinquency in the payment
of any tax administered by the Illinois Department of Revenue unless the Consultant is properly
contesting its liability for the tax or the amount of the tax or (2) a violation of either Section 33E-3
or Section 33E-4 or Article 33E of the Criminal Code of 1961, 720 ILCS 5/22E-1 et seq. The
Consultant represents that the only persons, firms, or corporations interested in this Agreement as
principals are those disclosed to the City prior to the execution of this Contract and that this Contract
is made without collusion with any other person, firm, or corporation.
WHEREFORE, the City and the Consultant have caused this Contract to be executed by
their duly authorized representatives as of the Effective Date.
CITY OF MCHENRY
By:
Name:
Title:
Date:
INTEGRITY ENVIRONMENTAL SERVICES,INC.
By:
Name:
Title:
Date:
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ATTACHMENT A
SERVICES CHANGE ORDER NO.
In accordance with Section 4.1 of the Contract dated 20 between the City and the
Consultant,the Parties agree to the following Services Change Order:
1. Change in Services:
2. Change in Project Schedule(attach schedule ifappropriate):
3. Change in Completion Date: All Services must be completed on or before:
20
4. Change in Compensation:
ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT REMAIN UNCHANGED.
CITY CONSULTANT
[City's project representative] Signature
Name(Printed or Typed)
20 ,20
Date Date
If compensation change greater than$10 000 then City Administrator signature required.
,
City Administrator — Date 20
If compensation change greater than$20 000 then City Council approval and Mayor signature required.
Mayor '20
Date
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