2023-05-15 - Ordinance 2023-066 - AUTHORIZING A SEWER FLOW MONITORING AGREEMENT WITH MCKIM & CREED ORDINANCE NO. 2023-066
AN ORDINANCE AUTHORIZING A SEWER FLOW MONITORING AGREEMENT WITH MCKIM &CREED
WHEREAS,the Village of Buffalo Grove is a home rule unit pursuant to the Illinois Constitution of
1970; and
WHEREAS, the Village seeks to enter into a Sewer Flow Monitoring Agreement with McKim &
Creed for purchase, maintenance, software and analytics of sewer flow monitors, subject to final review
and approval by the Village Attorney,
NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows:
SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a part of this Ordinance
as if fully set forth herein.
SECTION 2. The Village Manager is authorized to enter into a Sewer Flow Monitoring Agreement with
McKim & Creed for purchase, maintenance, software and analytics of sewer flow monitors at a price not
to exceed $86,162.50, subject to final review and approval by the Village Attorney.
SECTION 3. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the
invalidity thereof shall not affect any other provision of this Ordinance.
SECTION 4. This Ordinance shall be in full force and effect from and after its passage and approval and
shall not be codified.
AYES: 6-Johnson,Cesario,Ottenheimer,Stein, Pike,Weidenfeld
NAYES: 0- None
ABSENT: 0- None
PASSED: MaV 15, 2023
APPROVED: May 15, 2023
PUBLISHED: MaV 16, 2023
ATTEST: APPROVED:
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Jane irabian, Village Clerk Eric N. Smith, 'illage President
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VILLAGE OF BUFFALO GROVE
PROFESSIONAL SERVICES AGREEMENT
SEWER ANALYTIC SERVICES
THIS AGREEMENT is dated as of the 15`h day of May 2023. ("Agreement")and is by and between the VILLAGE
OF BUFFALO GROVE,an Illinois home rule municipal corporation("Village')and the Firm identified in
Subsection 1Abelow.
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this Agreement,
and pursuant to the Village's statutory and home rule powers,the parties agree as follows:
SECTION 1. FIRM.
A. Enga�ement of Firm.The Village desires to engage the Firm Identified below to provide ail necessary
sewer analytic services and to perform the work in connection with the project identified below:
McKim&Creed
243 North Front Street
Wilmington, NC 28401
Attn:S. Barry Hales
Phone:910-343-1048
Email: bhales@mckimcreed.com
B. Project Description.The Firm shall provide Sewer Analytic Services for the Village of Buffalo Grove as
detailed in the attached Scope of Service Exhibit A.
C. Representations of Firm.The Firm has submitted to the Village a description of the services to be provided
by the Firm, a copy of which is attached as Exhibit A to this Agreement("Services"). The Firm represents that it
is financially solvent, has the necessary financial resources,and is sufficiently experienced and competent to perform
and complete the services set forth in Exhibit A.
1
SECTION 2. SCOPE OF SERVICES.
A. Retention of the Firm.The Village retains the Firm to perform,and the Firm agrees to perform,the Services.
B. Services.The Firm shall provide the Services pursuant to the terms and conditions of thisAgreement.
C. Commencement.Time of Performance.The Firm shall commence the Services immediatelyupon receipt of
written notice from the Village that this Agreement has been fully executed by the Parties(the"Commencement
Date"�.The Firm shall diligently and continuously prosecute the Services until the completion of the Work.
D. Reporting.The Firm shall regularly report to the Village Manager("Manager"),orhis/her designee, regarding the
progress of the Services during the term of this Agreement.
�TION 3.COMPENSATION AND METHOD OF PAYMENT.
A. Agreement Amount.The total amount billed for the Services during the term of this Agreement shall not exceed
the amount identified in the Schedule of Prices section in Exhibit B, unless amended pursuant to Subsection 8A of
this Agreement.
B. Invoices and Pavment.The Firm shall submit invoices to the Village for all Services and subcontractor services
monthly.The Invoices shall be in a Village approved and itemized format for those portions of the Services
performedand completed by the Firm.The amount billed in any such invoice shall be based on the methodof
payment set forth in Exhibit 8.The Village shall pay to the Firm the amount billed pursuant to the Illinois Local
Government Prompt Payment Act(50 ILCS 505/1 et seq.)
C. Records.The Firm shall maintain records showing actual time devoted and costs incurred and shall permit the
authorized representative of the Village to inspect and audit all data and records ofthe Firm for work done under
the Agreement.The records shall be made available to the Village at reasonable times during the Agreement
period,and for three years after the termination of the Agreement.
D. Claim In Addition To Agreement Amount.if the Firm wishes to make a claim foradditional compensation as a
result of action taken by the Village,the Firm shall provide written notice tothe Village of such claim within 7
calendar days after occurrence of such action as provided by Subsection 8.D. of this Agreement,and no claim for
additional compensation shall be valid unless made in accordancewith this Subsection.Any changes in this
Agreement Amount shall be valid only upon written amendment pursuant to Subsection 8.A.of this Agreement.
Regardless of the decision of the Village relative to aclaim submitted by the Firm,the Firm shall proceed with ail of
the Services required to complete the project under this Agreement as determined by the Village without
interruption.
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SECTION 3.COMPENSATION AND METHOD OF PAYMENT(cont.l
E. Taxes,Benefits and Royalties.The Agreement Amount includes all applicable federal, state,and local taxes of
every kind and nature applicable to the Services as well as all taxes,contributions,and premiums for
unemployment insurance,old age or retirement benefits, pensions,annuities,orsimilar benefits and all costs,
royalties and fees arising from the use on,or the incorporation into,the Services, of patented or copyrighted
equipment, materials, supplies,tools, appliances, devices, processes,or inventions. All claim or right to claim
additional compensation by reason of the payment of anysuch tax,contribution, premium,costs, royalties,or
fees is hereby waived and released byFirm.
F. Escalation
Written requests for price revisions after the first year period shall be submitted at least sixty(60)calendar
days in advance of the annual agreement period orTerm. Requests must be based upon and include
documentation of the actual change in the cost of the components involved in the contract and shall not
include overhead, or profit. In any case the price revisions for anyTerm shall not exceed the most recent 12-
month Consumers Price Index(CPI-All Urban Consumers, Chicago)or 2%whichever is less.
The Village reserves the right to reject a proposed price increase and terminate the Agreement.
For any year beyond the initial year,this Agreement is contingent upon the appropriation of sufficient funds by
the Viliage Board;no charges shall be assessed for failure of the Village to appropriate funds in future contract
years.
SECTION 4. PERSONNEL.SUBCONTRACTORS.
A. Kev Project Personnel.The Key Project Personnel identified in Exhibit A shall be primarilyresponsible for
carrying out the Services on behalf of the Firm.The Key Project Personnel shall notbe changed without the
Village's prior written approval,which shall not be unreasonably withheld.
B. Availabilitv of Personnel.The Firm shall provide all personnel necessary to complete the Services including,
without limitation,any Key Project Personnel identified in this Agreement.The Firm shall notify the Village as
soon as practicable prior to terminating the employment of, reassigning,or receiving notice of the resignation of,
any Key Project Personnel.The Firm shall have no claim for damages and shall not bill the Village for additional
time and materials charges as the result of any portion of the Services which must be duplicated or redone due to
such termination or for any delay or extension of the Time of Performance as a result of any such termination,
reassigning, orresignation.
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SECTION 4. PERSONNEL.SUBCONTRACTORS(cont.l
C. Approval and Use of Subcontractors.The Firm shall perform the Services with its own personnel and under the
management,supervision,and control of its own organization unless otherwise approved by the Village Manager
in writing. All subcontractors and subcontracts used by the Firm shallbe acceptable to, and approved in advance
by,the Village Manager.The Village Manager's approval of any subcontractoror subcontract shall not relieve the
Firm of full responsibility and liability for the provision, performance, and completion of the Services as required
by the Agreement.All Servicesperformed under any subcontract shall be subject to all of the provisions of this
Agreement in the same manneras if performed by employees of the Firm. For purposes of this Agreement,the
term"Firm"shall be deemed also to refer to all subcontractors of the Firm,and every subcontract shall include a
provision binding the subcontractor to all provisions of this Agreement.
D. Removal of Personnel and Subcontractors. If any personnel or subcontractor fails to perform the Services in a
manner satisfactory to the Village,the Firm shall immediately upon notice from the Village Manager remove and
replace such personnel or subcontractor.The Firm shall have no claimfor damages,for compensation in excess
of the amount contained in this Agreement for a delay or extension of the Time of Performance as a result of
any such removal or replacement.The Firm shall employ competent staff and shall discharge,at the request of
the Village Manager,any incompetent, unfaithful,abusive or disorderly staff or subcontractor in its employ.
SECTION 5.CONFIDENTIAL INFORMATION.
A. Confidential Information.The term "Confidential Information"shall mean information in the possession or under
the control of the Village relating to the technical, business or corporate affairs of the Village;Village property;
user information,including,without limitation,any information pertaining to usage of the Village's computer
system, including and without limitation, any information obtained from server logs or other records of electronic
or machine readable form;and the existence of,and terms and conditions of, this Agreement.Village
Confidential Information shall not include information that can be demonstrated: (i)to have been rightfully in the
possession of the Firm from asource other than the Village prior to the time of disclosure of said information to
the Firm underthis Agreement("Time of Disclosure"); (ii)to have been in the public domain prior to the Time of
Disclosure;(iii)to have become part of the public domain after the Time of Disclosure by a publication or by any
other means except an unauthorized act or omission or breach of this Agreement on the part of the Firm or the
Village;or(iv)to have been supplied to the Firm after the Timeof Disclosure without restriction by a third party
who is under no obligation to the Village to maintain such information in confidence.
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SECTION 5.CONFIDENTIALINFORMATION. (cont.�
B. No Disclosure of Confidential Information bv the firm.The Firm acknowledges thatit shall,in performing the
Services for the Village under this Agreement, have access to or be directly or indirectly exposed to Confidential
Information.The Firm shall hold confidential all Confidential Information and shall not disclose or use such
Confidential Information without express priorwritten consent of the Village Manager.The Firm shall use
reasonable measures at least as strict as those the Firm uses to protect its own confidential information.Such
measures shall include,without limitation, requiring employees and subcontractors of the Firm to execute a
non-disclosure agreement before obtaining access to Confidential Information.
SECTION 6.WARRANTY AND INSURANCE
A. Warrantv of Services.The Firm warrants that the Services shall be performed in accordance with the normai
standards of professional practice,care,and diligence practiced by recognized firms in performing services of a
similar nature in existence at the Time of Performance,thewarranty expressed shall be in addition to any other
warranties expressed in this Agreement,or expressed or implied by law,which are hereby reserved unto the
Village.
B. Insurance. Firmshall maintain throughout the term of this Agreement insurance,evidencing at least the
minimum insurance coverages and limits as set forth in Exhibit C tothis Agreement.
C. No Personal Liability. No elected or appointed official,agent,or employee of the Village shall be
personally liable, in law or in contract,to the Firm as the result of the execution of this Agreement.
D. Indemnity/Hotd Harmless Provision To the fullest extent permitted by law,the Firm hereby agrees to indemnify
and hold harmless the Village, its officials, agents and employees against all injuries,deaths, loss, damages,claims,
patent claims, suits, liabilities,judgments,cost and expenses,which may in anywise accrue against the Village, its
officials,agents and employees arising in whole or in part or in consequence of the negligent performance of this
work by the Firm, its employees,or subcontractors,or which may in anywise result therefore,except that arising
out of the legal cause of the Village, its agents or employees,the Firm shall,at its own expense, pay all charges of
attorneys and all costs and other expenses to the extent arising therefore or incurred in connections therewith.
Firm expressly undersiands and agrees that any performance bond or insurance policies required by this contract,
or otherwise provided by the Firm,shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the Village, its officials, agents and employees as herein provided.
E. Kotecki Waiver. In addition to the requirements set forth above,the Firm (and any subcontractor into whose
subcontract this clause is incorporated)agrees to assume the entire liability for all personal injury claims suffered
by its own employees and waives any limitation of liability defense based upon the Worker's Compensation Act and
cases decided there under. Firm agrees to indemnify and defend the Village from and against all such loss, expense,
damage or injury,including reasonable attorneys'fees,which the Village may sustain as a result of personal injury
claims by Firm's employees,except to the extent those claims arise as a result of the Village's own negligence.
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SECTION 7.CONSULTANT AGREEMENT GENERAL PROVISIONS
A. Relationship of the Parties.The Firm shall act as an independent contractor in providingand performing the
Services. Nothing in, nor done pursuant to,this Agreement shall be construed(i)to create the relationship of
principal and agent,employer and employee, partners,orjointventures between the Village and Firm;or(ii)
to create any relationship between the Village and any subcontractor of the Firm.
B. Conflict of Interest.The Firm represents and shall at all times abide by professional ethical requirements and
other applicable law regarding conflicts of interest.
C. No Collusion.The Firm represents and certifies that the Firm is not barred from contracting with a unit of state
or local government as a result of(i)a delinquency in the payment of any tax administered by the Illinois
Department of Revenue unless the Firm is contesting,in accordance with the procedures established by the
appropriate revenue act, its liability for the taxor the amount of the tax, as set forth in Sectionll-42.1-1 et seq. of
the Illinois Municipal Code, 651LC5 5/11-42.1-1 et seq.;or(ii)a violation of either Section 33E-3 or Section 33E-4
of Article 33E ofthe Criminal Code of 1961,720 1LCS 5/33E-1 et seq.The Firm represents that the only persons,
firms,or corporations interested in this Agreement as principals are those disclosed to the Village prior to the
execution of this Agreement,and that this Agreement is made without collusion with any other person,firm, or
corporation. If at any time it shall be found that the Firm has, in procuringthis Agreement,colluded with any
other person,firm,or corporation,then the Firm shall be liable to the Village for all loss or damage that the Village
may suffer,and this Agreement shall,at theVillage's option, be null and void.
D. Sexual Harassment Policv.The Firm certifies that it has a written sexual harassment policy in fuli compliance with
Section 2-105(A)(4) of the Illinois Human Rights Act,775 ILCS 512-105(A)(4).
E. Termination.
1) VillageTermination Rights
a. Notwithstanding any other provision hereof,the Village Manager may terminate thisAgreement,
without cause, at any time upon 15 calendar days prior written notice to the Firm.In theevent that this
Agreement is so terminated,the Firm shall be paid for Services actually performed and reimbursable
expenses actually incurred, if any, prior to termination, not exceeding the value ofthe Services
completed as determined as provided in Exhibit B.
b. After 12 months but before 18 months from the date of this contract,the Village may issue the Firm a
notice to renegotiate terms. Within 14 calendar days of that notice the Firm shall resubmit pricing to
the Village with a three-year term. At that time the Village may elect to issue an amendment to this
contract utilizing that new term,cancel this contract without penalty or continue with the existing
agreement.
2) If the Firm Terminates the Agreement without cause
a. If the Village decides to continue utilizing the software and hardware assets,then the Firm will provide
reasonable assistance to the Village at the time of termination to transition the software and hardware
assets required to the Village or its designated Party. This includes, but is not limited to,transferring
historical data,continuing software agreements,data service agreements and cellular service agreements.
b. The termination schedule for the Firm is as follows:
Period in which Termination Occurs Termination Fee
0-6 Months $75,000
6-36 Months $50,000
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SECTION 7.CONSULTANT AGREEMENT GENERAL PROVISIONS(cont.j
F. Term.The Time of Performance of this Agreement,unless terminated pursuant to the terms of this
Agreement,shall be for 36 months.The Agreement may be renewed upon mutual agreement by both
parties for additional 24 month periods.At the end of any term the Village of Buffalo Grove reserves the
right to extend this agreement for a period of up to ninety(90) calendar days for the purpose of securing a
new agreement
G. Compliance with Laws and Grants. Firm shall give ail notices, pay all fees,and take all other action that may be
necessary to ensure that the Services are provided, performed,and completed in accordance with all required
governmental permits, licenses, or other approvals and authorizations that may be required in connection with
providing, performing,and completing the Services,and with all applicable statutes, ordinances, rules,and
regulations, including without limitation the Fair Labor Standards Act;any statutes regarding qualification to do
business;any statutes prohibiting discrimination because of,or requiring affirmative action based on, race,creed,
color,national origin,age,sex,or other prohibited classification, inciuding,without limitation,the Americans with
Disabilities Act of 1990,42 U.S.C. §§ 12101 et seq.,and the Illinois Human Rights Act,775 ILCS 5/1-101 et seq.
Firm shall also comply with all conditions of any federal, state, or local grant received byOwner or Firm with
respect to this Agreement or the Services.
Firm shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi-
governmental agency or body that may arise, or be alleged to have arisen,out of or in connection with Firm's, or its
subcontractors', performance of,or failure to perform,the Services or any part thereof.
Every provision of law required by law to be inserted into this Agreement shall be deemed tobe inserted herein.
H. Default. If the Firm has failed or refused to prosecute,or has delayed in the prosecution of,the Services with
diligence at a rate thatassures completion of the Services in full compliance with the requirements of this
Agreement,or has otherwise failed, refused,or delayed to perform or satisfy the Services or any other
requirement of this Agreement("Event of Default"),and fails to cure any such Event of Default within fourteen
(14)calendar days after the Firm's receipt of written notice of such Event of Default from theVillage,then the
Village shall have the right,without prejudice to any other remedies provided by law or equity,to pursue any one
or more of the following remedies:
1. Cure by Firm.The Village may require the Firm,within a reasonable time,to complete or correct all or
any part of the Services that are the subject of the Event of Default; and to take any or all other action
necessary to bring the Firm and the Servicesinto compliance with this Agreement.
2. Termination of Agreement by Villa�e.The Village may terminate this Agreement without liability
for further payment of amounts due or to become due under thisAgreement.
3. WithholdinR of Payment by Villa�e.The Village may withhold from any payment,whether or not
previously approved,or may recover from the Firm,any and all costs,including attorneys'fees and
administrative expenses,incurred by the Village as the result of any Event of Default by the Firm or as
a result of actions taken by the Village in response toany Event of Default by the Firm.
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SECTION 7.CONSULTANT AGREEMENT GENERAL PROVISIONS jcont.�
I. No Additional Obli�ation.The Parties acknowledge and agree that the Village is under no obligation under
this Agreement or otherwise to negotiate or enter into any other or additional contracts or agreements with
the Firm or with any vendor solicited or recommended by the Firm.
J. Villa�e Manager Authoritv. Notwithstanding any provision of this Agreement,any negotiations or agreements
with,or representations by the Firm to vendors shall be subject to the approval of the Village Manager.The
Village shall not be liable to any vendor or other third party for any agreements made by the Firm,purportedly
on behalf of the Village,without the knowledge of and express approval by the Village Manager.
K. Mutual Cooperation.The Village agrees to cooperate with the Firm in the performance ofthe Services, including
meeting with the Firm and providing the Firm with such confidential and non-confidential information that the
Village may have that may be relevant and helpful to the Firm's performance of the Services.The Firm agrees to
cooperate with the Village in the performance of the Services to complete the Work and with any other Firms
engaged by the Village.
L. News Releases.The Firm shall not issue any news releases or other pub�ic statements regarding the Services
without prior approval from the Village Manager. Nothing Herein shall limit the Firm's right to identify the
Village as a client of the Firm or from disclosing matters arising from the relationship between the Village and
the Firm that are subject to disclosure under the Illinois Freedom of Information Act, (5 ILCS 140, et seq)
M. Ownership. Designs,drawings, plans,specifications, photos, reports,information,observations, records,
opinions,communications,digital files, calculations,notes,and any other documents,data,or information, in any
form, prepared,collected,or received by the Firm in connection with any or all of the Services to be performed
underthis Agreement("Documents")shall be and remain the exclusive property of the Village.At the Village's
request, or upon termination of this Agreement,the Firm shall cause the Documents to be promptly delivered to
the Village, in original format or a suitable facsimile acceptable to the Village.
N. Favorable Terms
Firm represents that all of the benefits and terms granted by Firm herein are at least as favorable as the benefits
and terms granted by Firm to Illinois Home Rule Municipalities
Should Firm enter into any subsequent agreement with any Illinois Home Rule Municipalities,during the term of
this Agreement,which provides for benefits or terms more favorable than those contained in this Agreement,
including all exhibits to this Agreement,then this Agreement shall be deemed to be modified to provide the
Village with those more favorable benefits and terms.
Firm shall notify the Village, in writing, promptly of the existence of such more favorable benefits and terms and
the Village shall have the right to receive the more favorable benefits and terms immediately.If requested in
writing by the Village, Firm shall amend this Agreement to contain the more favorable terms and conditions.
8
SECTION 8.GENERAL PROVISIOIVS.
A. Amendment. No amendment or modification to this Agreement shall be effective unless and until such
amendment or modification is in writing, properly approved in accordance with applicable procedures, and
executed.
B. AssiRnment.This Agreement may not be assigned by the Village or by the Firm without the prior written consent
of the other party.
C. Bindins Effect.The terms of this Agreement shall bind and inure to the benefit of the Parties hereto and their
agents,successors, and assigns.
D. Notice.Any notice or communication required or permitted to be given under this Agreement shall be in writing
and shall be delivered(i)personally, (ii) by a reputable overnight courier,(iii)by certified mail and deposited in
the U.S. Mail, postage prepaid, (iv)by facsimile,or(v)by electronic Internet mail("e-mail"). Facsimile notices
shall be deemed valid only to the extent that they are(a)actually received by the individual to whom addressed
and(b)followed by delivery of actual notice in the manner described in either(i),(ii),or(iii)above within three
business days thereafter at the appropriate address setforth below. E-mail notices shall be deemed valid and
received by the addressee thereof when delivered by e-mail and (a) opened by the recipient on a business day at
the address set forth below, and(b)followed by delivery of actual notice in the manner described in either(i),(ii)
or(iii)above withinthree business days thereafter at the appropriate address set forth below. Unless otherwise
expressly provided in this Agreement,notices shall be deemed received upon the earlier of(a)actual receipt;(b)
one business day after deposit with an overnight courier as evidenced by a receipt of deposit;or(c)three
business days following deposit in the U.S. mail. By notice complying with the requirements of this Subsection,
each Party shail have the right to change the address or the addressee,or both,for all future notices and
communications to such party, but no notice of a change of addressee oraddress shall be effective until actually
received.The provisions of this Section 8 D shall not control with respect to the manner of communications
utilized by the Firm in rendering the Services.
Notices and communications to the Village shall be addressed to,and delivered at,the following addre4:
Village of Buffalo Grove("Village")
50 Raupp Blvd.
Buffalo Grove, IL 60089
Attn: Dane Bragg
Email:dbragg@vbg.org
cc: kjohnson@vbg.org
Notices and communications to the Firm shall be addressed to, and delivered at,thefollowing address:
McKim&Creed
243 North Front Street
Wilmington, NC 28401
Attn:S. Barry Hales
Phone: 910-343-1048
Email:bhales@mckimcreed.com
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SECTION 8.GENERAL PROVISIONS[�ont.j
E. Third Partv Beneficiary. No claim as a third-party beneficiary under this Agreement by any person,firm, or
corporation other than the Firm shall be made or be valid against the Village.
F. Provisions Severable. If any term,covenant,condition,or provision of this Agreement is held by a court of
competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions shall remain in full
force and effect and shall in no way be affected,impaired or invalidated.
G. Time.Time is of the essence in the performance of this Agreement.
H. Governing Laws.This Agreement shall be interpreted according to the internal laws, but notthe conflict
of laws rules, of the State of Illinois.Venue shall be in Cook County,Illinois
I. Entire Agreement.This Agreement constitutes the entire agreement between the parties and supersedes
any and all previous or contemporaneous oral or written agreements andnegotiations between the Village
and the Firm with respect to the Request for Proposal.
J. Waiver. No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other
provision of this Agreement(whether or not similar) nor shall any such waiver be deemed toor constitute a
continuing waiver unless otherwise expressly provided in this Agreement.
K. Exhibit. Exhibit,A and Exhibit B are attached hereto, and by this reference
incorporated in and made a part of this Agreement. In the event of a conflict between the Exhibit and the text of
this Agreement,the text of this Agreement shall control.
L. Ri�hts Cumulative. Unless expressly provided to the contrary in this Agreement,each and every one of the rights,
remedies,and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other
such rights, remedies,and benefits allowed by law.
M. Calendar Days and Time. Unless otherwise provided in this Contract, any reference in this Contract to"day"or
"days"shall mean calendar days and not business days. If the date for giving of any notice required to be given,or
the performance of any obligation,under this Contract falls on a Saturday,Sunday or federal holiday, then the
notice or obligation may be given or performed on the next business day after that Saturday,Sunday or federal
holiday.
N. No Waiver of Tort Immunity. Nothing contained in this Agreement shall constitute a waiver by the Village of any
right, privilege or defense available to the Village under statutory or common law, including, but not limited to,
the Illinois Governmental and Governmental Employees Tortlmmunity Act,745 ILCS 10/1-101 et seq.,as
amended.
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SECTION 8.GENERAL PROVISIONS(cont.l
0. Freedom of Information.The Firm agrees to furnish all documentation related to the Contract,the Work and any
documentation related to the Village required under an Illinois Freedom of Information Act(ILCS 140/1 et.seq.)
("FOIA")request within five(5)calendar days after the Village issues Notice of such request to the Firm. The Firm
agrees to defend, indemnify and hold harmless the Village,and agrees to pay all reasonable costs connected
therewith(including,but not limited to attorney's and witness fees,filing fees and any other expenses)for the
Village to defend any and all causes,actions,causes of action,disputes,prosecutions,or conflicts arising from
Firm's actual or alleged violation of FOIA or the Firm's failure to furnish all documentation related to a FOIA
request within five(5)calendar days after Notice from the Village for the same. Furthermore,should the Firm
request that the Viilage utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying
that request, Firm agrees to pay all costs connected therewith (such as attorneys'and witness fees,filing fees and
any other expenses)to defend the denial of the request. This defense shall include, but not be limited to,any
challenged or appealed denials of FOIA requests to either the Illinois Attorney General or a court of competent
jurisdiction.
P. Counterpart Execution.This Agreement may be executed in several counterparts, each of which,when executed,
shall be deemed to be an original,but all of which together shall constitute one and the same instrument.
ACKNOWLEDGEMENT.
The undersigned hereby represent and acknowledge that they have read the foregoing Agreement,that they
know its contents,and that in executing this Agreement they have received legal advice regarding the legal
rights of the party on whose behalf they are executing this Agreement,and that they are executing this
Agreement as a free and voluntary act and on behalf of the named parties.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates set forth below.
VILLAGE OF BUFFALO GROVE
gy; �Co/•L� �
Dane Bragg,Village Ma ger
�ate:June 12, 2023
Firm
By:
Title: Vice President,Asset Mana�ement
Date:June 8, 2023
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Exhibit A.
("Services")
• McKim&Creed will make available two open channel flow monitoring kits for purchase
through the Village of Buffalo Grove.
• McKim&Creed will make available two open channel flow monitoring kits and one rain
gauge monitoring kit for rental through the Village of Buffalo Grove.
• McKim&Creed will provide all services for installation,removal,and maintenance of all
aforementioned equipment for the duration of the 6-month monitoring period.
• McKim&Creed will provide all collected data to the city through the existing Baseform
software.Data services at a base level will include site data from the aforementioned sites
but can also be expanded to include other city-owned data sets.
• McKim&Creed will provide all data engineering services to ensure a connection
between McKim&Creed deployed equipment and Baseform.
. McKim&Creed will provide on-site services for equipment installation and upkeep.
• McKim&Creed will maintain the system, providing meaningful data with the goal of
ensuring actionable intelligence.
• With any live system, 100%data uptime across all devices is not guaranteed;however,
McKim&Creed has allocated resources and personnel to ensure the highest possible
data uptime.
. McKim&Creed will make all reasonable efforts to locate and install equipment,but in
the event of being buried, inaccessible,or in need of cleaning, McKim&Creed will
require assistance from the village.
• All purchased equipment includes a 12-month manufacturer's warranty but does not
include any additional warranties provided through McKim&Creed.
**Post 6-month monitoring,McKim&Creed will uninstall all devices, returning two flow
monitoring ldts owned by the Village to the Village of Buffalo Grove, and retrieving rental
equipment owned by McKim&Creed,including two open channel flow kits and one rain gauge
kit.
12
Also see attached proposal documents.
Exhibit B.
Agreed Upon PricingStructure
13
McKim&Creed,inc Date Estmnate#
1730Varsity Drive Suite 5,00 M cKIM"C51 C R E E 1) 5/3123, 231445 1
Raleigh,NC 27606 I'iARWk,
Custoinnef Narne/Address SJup To,
ATTIN,Luke Mattson ATTIM,Ted Sianis
8725 W lfiggms Road,.Suite 600 51 Raiupp BoUevard
Chic@go,,1160631 I IlBuffalo GroVer 11160089
RC,Nunt6-er Terms Rep Project
N/3 0 RE 15MointhSiAilarylMordtoring
SN itern Dex,rdpfloni Price Totall
Instaflaflon and removal of hardware for 4 2
firystall/Remova'd sites 6,2SO.00 12,500M
Product Rental Contactliess flow monitoring kit 12 625.00 7,500.00
Product Rental Rain gauge monitoring kit
Data and,Maintenance Product maintenance and mantorinp 6 1,60G.OG 9,600M
51,MPRNG AND HANDLING 1
Notes This is a quotafion on the goods named,subject to the conditions noted Taxable Total
below,PaVmefft is due wthin 30 dayis of receipt of invoice.Payment Aa Sa[es Tax 7,750%
credit card will add a,S%processing fee.To accept this quotatmin please Non,Taxaible Totall 29,600M
sign lbelow. TOTAL 29,600.010,
Phone 4 ram Number Web ite
¢910)509.7225 (910 j 509-7 2 2 6,
Si g n at ure/A uthor iz at ion
V
Name/Tittle Dane Bragg, Village Manager
14
McKmi&Creecir OnC Date I Esfirnate#
1730 Varsity Drive Suite 5,00 4 MCKIM&CREED 5/3/23 1 231445 1
Raleigh,NC 27606
Customer Narne/Address Ship To
ATTIN,Ted Sianis ATTN,Ted,Sianis
51 Ra,upp,94D uleva i'd 51 Raupp Boulevard
Buffalo Grove,1600,89 Buffalo Grove,160089
PONnlaer Terms Rep Project
N/30 RE 6 Month Sanitary Monitoring
SIN Item Description Price Total
Instaflatmin and removal of hardware for 4 2
Onstall/Removal !Ntes 6,250.00 12,500.00
Product Purchase Contactless frow monitoring k,it 2 17,681.25 35,362.50
Baseform data management and site 6
,Data,and,Mamtenaince rnairart nance 1,400.00 8,4,00.00
SM11MG,AND HANDLING 1 3,00.00 300.00
Notes This is a quotation on the goods named,subject to the conditions noted Taxable Total
begow,Payment is due withim 30 days of receipt of invoice.Payment vo Sales Tax 7,750%
creffit card will add ai 5%processing fee.To accept this quotation please Non,Taxablc Total 56,5,62.50
sign below. TOTAL 56,5,62,50
Phone 4 fax Number Welasile
¢910)509,7225 (9,10)509 7226
Signature/Authorizatuon �aw'v' '�Fuz�e4
Name/Tithe Dane Bragg,
Village/ Manager
15
Exhibit C.
Insurance
1. Firm's Insurance
Firm shall procure and maintain, for the duration of the Contract and any maintenance period,
insurance against claims for injuries to persons or damages to property, which may arise from or in
connection with the performance of the work hereunder by the Firm, his agents, representatives,
employees or subcontractors.
A. Minimum Scope of Insurance: Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liabiliry occurrence form CG 0001 with the Village of
Buffalo Grove named as additional insured on a primary and non-contributory basis. This primary, non-
contributory additional insured coverage shall be confirmed through the following required policy
endorsements:ISO Additional Insured Endorsement CG 20 10 or CG 20 26 and CG 20 01 04 13. CG 20 37-
Completed Operations.Or their equivalents
1) Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Village
named as additional insured,on a form at least as broad as the ISO Additional Insured Endorsement
CG 2010 and CG 2026 or their equivalents
2) Insurance Service Office Business Auto Liability coverage form number CA 0001,Symboi 01"Any
Auto."
3) Workers'Compensation as required by the Labor Code of the State of Illinois and Employers' Liability
insurance.
4) Environmental Impairment/Pollution Liability Coverage for pollution incidents as a result of a claim
for bodily injury, property damage or remediation costs from an incident at,on or migrating beyond
the contracted work site. Coverage shall be extended to Non-Owned Disposal sites resulting from a
pollution incident at, on or mitigating beyond the site;and also provide coverage for incidents
occurring during transportation of pollutants.
B. Minimum Limits of Insurance: Firm shall maintain limits no less than:
1) Commercial General Liability:$1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage.The general aggregate shall be twice the required
occurrence limit. Minimum General Aggregate shall be no less than$2,000,000 or a
project/contract specific aggregate of$1,000,000.
2) Business Automobile Liability:$1,000,000 combined single limit per accident for bodily injury and
property damage.
3) Workers'Compensation and Employers' Liability:Workers'Compensation coverage with
statutory limits and Employers' Liability limits of$500,000 per accident.
4) Environmental Impairment/Po�lution Liability:$1,000,000 combined single limit per occurrence
for bodily injury, property damage and remediation costs
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C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the Village.At the
option of the Village,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions
as it respects the Village, its officials, agents, employees and volunteers; or the Firm shall procure a bond
guaranteeing payment of losses and related investigation,claim administration and defense expenses.
D.Other Insurance Provisions
The policies are to contain, or be endorsed to contain,the following provisions:
1) General Liability and Automobile Liability Coverages:
The Village, its officials, agents,employees and volunteers are to be covered as additional
insureds as respects:liability arising out of activities performed by or on behalf of the Firm;
products and completed operations of the Firm; premises owned, leased or used by the Firm;or
automobiles owned, leased, hired or borrowed by the Firm.The coverage shall contain no special
limitations on the scope of protection afforded to the Village, its officials,agents,employees and
volunteers.
2) The Firm's insurance coverage shall be primary and non-contributory as respects the Village,its
officials, agents, employees and volunteers.Any insurance or self-insurance maintained by the
Village, its officials,agents, employees and volunteers shall be excess of Firm's insurance and
shall not contribute with it.
3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided
to the Village, its officials, agents,employees and volunteers.
4) The Firm's insurance shall contain a Severability of Interests/Cross Liability clause or language
stating that Firm's insurance shall apply separately to each insured against whom ciaim is made
or suit is brought, except with respect to the limits of the insurer's liability.
5) If any commercial general�iability insurance is being provided under an excess or umbrella
liability policy that does not"follow form,"then the Firm shall be required to name the Village,
its officials,employees, agents and volunteers as additional insureds
6) All general liability coverages shall be provided on an occurrence policy form. Claims-made
general liability policies will not be accepted.
7) The Firm and all subcontractors hereby agree to waive any limitation as to the amount of
contribution recoverable against them by the Village. This specifically includes any limitation
imposed by any state statute, regulation, or case law including any Workers' Compensation Act
provision that applies a limitation to the amount recoverable in contribution such as Kotecki v.
Cyclops Welding
15
E. All Coverages:
1) No Waiver. Under no circumstances shall the Village be deemed to have waived any of the
insurance requirements of this Contract by any act or omission,including, but not limited to:
a. Allowing work by Firm or any subcontractor to start before receipt of
Certificates of Insurance and Additional Insured Endorsements.
b. Failure to examine,or to demand correction of any deficiency,of any
Certificate of Insurance and Additional Insured Endorsement received.
2) Each insurance policy required shall have the Village expressly endorsed onto the policy as a
Cancellation Notice Recipient. Should any of the policies be cancelled before the expiration date
thereof, notice will be delivered in accordance with the policy provisions.
F. Acceptability of Insurers
Insurance is to 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.
G. Verification of Covera�e
Firm shall furnish the Village with certificates of insurance naming the Village,its officials,agents,
employees, and volunteers as additional insured's and with original endorsements, affecting coverage
required herein. The certificates and endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf.The certificates and endorsements are to be received
and approved by the Village before any work commences. The Village reserves the right to request full
certified copies of the insurance policies and endorsements.
H. Subcontractors
Firm shall include all subcontractors as insured's under its policies or shall furnish separate
certificates and endorsements for each subcontractor.All coverage's for subcontractors shall be subject to all
of the requirements stated herein.
I. Assum�tion of Liability
The Firm assumes liability for all injury to or death of any person or persons including employees of
the Firm,any subcontractor,any supplier or any other person and assumes liability for all damage to property
sustained by any person or persons occasioned by or in any way arising out of any work performed pursuant
to the Contract.
16
J. Workers'Compensation and Employers'Liabilitv Coverage
The insurer shall agree to waive all rights of subrogation against the Village of Buffalo Grove, its
officials, employees, agents and volunteers for losses arising from work performed by Firm for the
municipality.
K. Failure to Co�ly
In the event the Firm fails to obtain or maintain any insurance coverage's required under this
agreement,The Village may purchase such insurance coverage's and charge the expense thereof to the Firm.
L. Professional Liability
1) Professional liability insurance with limits not less than $1,000,00 each claim with respect to
negligent acts, errors and omissions in connection with professional services to be provided under
the contract,with a deductible not-to-exceed$500,000 without prior written approval.
2) If the policy is written on a claims-made form,the retroactive date must be equal to or preceding the
effective date of the contract. In the event the policy is cancelled, non-renewed or switched to an
occurrence form, the Firm shall be required to purchase supplemental extending reporting period
coverage for a period of not tess than three(3)years.
3) .
4) Recommended Required Coverage (architect, engineer, surveyor, consultant): Professional liability
insurance that provides indemnification and defense for injury or damage arising out of acts,errors,
or omissions in providing the following professional services, but not limited to the following:
a. Preparing, approving or failure to prepare or approve maps, drawings, opinions, report,
surveys,change orders,designs or specifications;
b. Providing direction, instruction, supervision, inspection, engineering services or failing to
provide them,if that is the primary cause of injury or damage.
17