HomeMy WebLinkAboutResolution # 3831RESOLUTION NO. 3831
A RESOLUTION APPROVING WORK ORDER #3 FOR CONTINUED BROWNFIELDS PLANNING
AND IMPLEMENTATION SERVICES BETWEEN VANDEWALLE & ASSOCIATES AND THE CITY
OF CANTON AND DIRECTING THE MAYOR TO EXECUTE AND DELIVER SAID AGREEMENT ON
BEHALF OF THE CITY OF CANTON, ILLINOIS.
WHEREAS, the Finance Committee of the City of Canton has determined that it is necessary and in the
best interests of the City of Canton to enter into an additional Work Order with Vandewalle & Associates, for
continued Brownfields planning and implementation services associated with the City of Canton's redevelopment
project at the former International Harvester site in Canton, Illinois, as set forth in Exhibit "A" attached hereto and
incorporated herein; and
WHEREAS, the City Council of the City of Canton has made a similar determination.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF CANTON, ILLINOIS, AS FOLLOWS:
1. That the agreement attached hereto and incorporated herein as Exhibit "A" is hereby approved by the
Canton City Council.
2. That the Mayor of the City of Canton, Illinois are hereby authorized and directed to execute said
Agreement on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of
the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this ~1 hth day of
October ~ 2007 upon a roll call vote as follows:
AYES: Aldermen Schenck, Sarff , West, Nidiffer, Strandberg, Lewis .
NAYS: None.
ABSENT: Aldermen Berardi, Meade.
APPROVED:
Rodney W. Heinze, Mayor
ATTEST:
Nancy S. Whites, City Clerk
RESOLUTION NO.
A RESOLUTION APPROVING WORK ORDER #3 FOR CONTINUED BROWNFIELDS PLANNING
AND IMPLEMENTATION SERVICES BETWEEN VANDEWALLE & ASSOCIATES AND THE CITY
OF CANTON AND DIRECTING THE MAYOR TO EXECUTE AND DELIVER SAID AGREEMENT ON
BEHALF OF THE CITY OF CANTON, ILLINOIS.
WHEREAS, the Finance Committee of the City of Canton has determined that it is necessary and in the
best interests of the City of Canton to enter into an additional Work Order with Vandewalle & Associates, for
continued Brownfields planning and implementation services associated with the City of Canton's redevelopment
project at the former International Harvester site in Canton, Illinois, as set forth in Exhibit "A" attached hereto and
incorporated herein; and
WHEREAS, the City Council of the City of Canton has made a similar determination.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF CANTON, ILLINOIS, AS FOLLOWS:
1. That the agreement attached hereto and incorporated herein as Exhibit "A" is hereby approved by the
Canton City Council.
2. That the Mayor of the City of Canton, Illinois are hereby authorized and directed to execute said
Agreement on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of
the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this day of
2007 upon a roll call vote as follows:
AYES:
NAYS:
ABSENT:
APPROVED:
ATTEST:
Rodney W. Heinze, Mayor
Nancy S. Whites, City Clerk
DRAFT
October 11, 2007
Work Order Number 0003
This Work Order is made under the terms and conditions established in the Agreement for
Continued Brownfields Planning and Implementation Services (the Agreement), dated
September 7, 2005, (extended through Work Order 0001, also dated September 7, 2005 and
Work Order 0002, dated September 20, 2006), between "Client", City of Canton, Illinois,
and VANDEWALLE & ASSOCIATES. All capitalized terms contained herein have the meaning
set forth in the Agreement.
Section A Scope of Services
VANDEWALLE & ASSOCIATES agrees to continue to provide Services as outlined in
the Agreement.
Section B Schedule
Services in this Work Order shall commence from September 21, 2007, and be in
effect through September 20, 2008; hereby amending the Agreement end date to the
same (Article III).
Section C Costs
All work will be completed on a time and materials basis to be billed as
outlined in the Agreement.
2. Article IV.A shall have the last sentence amended to "Should VANDEWALLE
& ASSOCIATES secure grant funding for Client, it is understood that these
funds, shall be used to satisfy VANDEWALLE & ASSOCIATES' invoicing under
this Agreement until such funds are depleted, at which time the Client shall
be responsible for remaining fees invoiced under this Agreement. Submittal
VANDEWALLE & ASSOCIATES City of Canton/Work Order #0003
October 11, 2007 2
of reimbursement requests to the funding agency shall be the responsibility
of the Client"
Section D Client Responsibilities
1. Article II.B of the Agreement is hereby amended to "The administrative
liaisons between Vandewalle & Associates and the Client will be Chrissie
Peterson, Ciry Attorney and Kevin Meade, Finance Committee Chair."
2. Article II.C of the Agreement is hereby amended to "Client agrees that
Additional Services will be approved by consent of the Council."
Except to the extent modified herein, all terms and conditions of the original Agreement
shall continue in full force and effect.
Ciry of Canton
By:
Rodney Heinze, Mayor
Date
Chrissie Peterson, Ciry Attorney Date
VANDEWALLE & ASSOCIATES
By:
Brian Vandewalle, President Date
DRAFT
DRAFT
October 3, 2007
Work Order Number 0003
This Work Order is made under the terms and conditions established in the Agreement for
Continued Brownfields Planning and Implementation Services (the Agreement), dated
September 7, 2005, (extended through Work Order 0001, also dated September 7, 2005 and
Work Order 0002, dated September 20, 2006), between "Client", Ciry of Canton, Illinois,
and VANDEWALLE & ASSOCIATES. All capitalized terms contained herein have the meaning
set forth in the Agreement.
Section A Scope of Services
VANDEWALLE & ASSOCIATES agrees to continue to provide Services as outlined in
the Agreement.
Section B Schedule
Services in this Work Order shall commence from September 21, 2007, and be in
effect through September 20, 2008; hereby amending the Agreement end date to the
same (Article III).
Section C Costs
All work will be completed on a time and materials basis to be billed as outlined in
the Agreement.
VANDEWALLE & ASSOCIATES City of Canton/Work Order #0003
October 3, 2007
2
Section D Client Responsibilities
1. Article II.B of the Agreement is hereby amended to "The administrative
liaison between VANDEWALLE & ASSOCIATES and the Client will be Chrissie
Peterson, City Attorney."
2. Article II.C of the Agreement is hereby amended to "Client agrees that
Rodney Heinze, Mayor, and Kevin Meade, Finance Chairman, are approved
to authorize Additional Services via a Work Order, which shall require the
approval and signature of both individuals, prior to commencement of
services."
Except to the extent modified herein, all terms and conditions of the original Agreement
shall continue in full force and effect.
City of Canton
By:
Rodney Heinze, Mayor Date
Chrissie Peterson, City Attorney Date
VANDEWALLE & ASSOCIATES
By:
Brian Vandewalle, President Date
DRAFT
September 7, 2005
Agreement for Continued Bxown~.elds Planning and
Implementation Services
THIS AGREEMENT is made and catered into by and between the "Client" City of Canton,
Illinois, and VANDEWALLE & ASSOCIATES, Madison, Wisconsin, a professional
redevelopment planning and design consulting firm. For purposes of this Agreement, the
"Project" is defined as continued brownfields redevelopment planning and implementation
services.
Article I Scope of Work
A. VANDEWALLE & ASSOCIATES will continue to provide the City of Canton
with brownfields redevelopment p , r>,ina and ir~aplementation services at the
International Harvester Brownfield Redevelopment Site through the
provision of services that will include:
^ Ongoing oversight of the environmental assessment and remedial
planning activities at the IH site including activities undertaken by
Environmental Operations, Inc.;
• Ongoing assistance with negotiations with International Truck &
Engine Corporation including oversight of environmental
attorney's activities and/or review of documents necessary to
recover financial resources from responsible parties at the IH site;
^ Ongoing assistance with interagency coordination between the
USEPA, Illinois EPA, and the City of Canton including ongoing
grant adxninistradon for the City's brownfields grants; and
^ Any oilier project implementation activities deemed necessary
and authorized by the City of Canton.
Vandewalle & Associates
120 East lakeside Street • Madison, Wisconsin 53115
608 255-3988 • 608 255-0814 Fax • va~vandewalle.com
Planning • Creating • Rebuilding
VANDEWALLE & ASSOCIATES City ofCanton/ Continued Implemarrtadion Se~vice.r
September 7, 2005
B. Additional Services, beyond those stated in Article I.A., may be provided
through a "Work Order".
C. VANDEWALLE & ASSOCIATES agrees to provide its professional Services in
accordance with generally accepted standards of its profession.
Article II Client's Responsibilities
A. Cliart agrees to provide VANDEWALLE & ASSOCIATES with all base maps,
bluepaznts, aerial photos, studies, reports, and ordinances needed to complete
these Services. VANDEWALLE & ASSOCIATES may reasonably rely on the
accuracy and completcness of these items. Client agrees to provide these
items and to render decisions in a timely manner so as not to delay the
ordezly and sequential progress of VANDEWALLE & ASSOCIATES Services.
B. The administrative liaison between VANDEWALLE & ASSOCIATES and the
Client will be Mark Rothert, Economic Development Director. 1
C. Client agrees that Rodney Heinze, Mayor, and Mark Rothei~t, Economic'
Development Director are approved to authorize Additional Services via a
Work Order, which shall require the approval and signature of both
individuals, prior to commencement of services.
D. Client understands that any work product delivered in electronic form under
this Agreement may require Client to use certain third-party hardware and/or
software products. Client shall be solely responsible for obtaining licenses to
use such third-party software. VANDEWALLE & ASSOCIATES makes no
warranties or representations as to the quality, capabilities, operations,
performance or suitability of any third-party hardware or software including
the ability to integrate with any softwaze currently in use by the Client. Client
acknowledges that the quality, capabilities, operations, performance, and
suitability of any third-party hardware or software lies solely with Client and
the vendor or supplier of that hardware or software.
E. If Client makes any modifications to Deliverables, Client shall either 1)
obtain the prior written consent of VANDEWAL~.E & ASSOCIATES; or 2)
VANDEWAT.T"F. & ASSOCIATES City of Canton/ Continued Implementation Sefvicer
September 7, 2005
remove VANDEWAT.T.R & ASSOCIATES name from the Deliverables. In the
event that Client selects option #2, VANDEWALLE & ASSOCIATES shall not
be liable or otherwise responsible fox such modifications or their effect on
the results of the implementation of the recommendations contained in such
Deliverables.
Article III Estimated Schedule
A. Services in this Agreement shall commence from August 17, 2005, and be in
effect through September 20, 2005, unless the parties agree otherwise, in
writing.
B. VANDEWALLE & ASSOCIATES shall render its Services as expeditiously as is
consistent with professional skill and care. During the course of the Project,
anticipated and unanticipated events znay impact the Project schedule and
VANDEWAT.T.R &ASSOCIATES shall not be responsible for any delays caused
by factors beyond its reasonable control
Article IV Costs and Payment
A. All work will be completed on a time and materials basis, to be billed with
complete itemization, to a maximum of $5,000 monthly (or $60,000 annually
should a contract extension be approved}. Client acknowledges that
significant changes to the Project schedule, budget or Project's scope may
require Additional Services for which the parties may (but are not required
to) enter into a separate Work Order (see Article I.B.). Should VANDEWAt.LEE
& ASSOCIATES secure grant funding for Client, services pursuant to such
grant shall be permissible additional expenses.
B. VANDEWALLE & ASSOCIATES shall send Client an invoice for Pxofessional
Fees and Reimbursable Expenses at the end of the month. Client shall pay
VANDEWALLE & ASSOCIATES the amounts due under such invoice upon
receipt of such invoice. A service charge of 1% per month may be charged
on all amounts more than 30 days after date of invoice.
VANDEWALLE & ASSOCIATES
September 7, 2005
City of Canton/ Continued Implementatzon Sen~icea
4
Article V Termination
A. Either Client or VANDEWAr.r.F &ASSOCIATES may terminate this Agreement
upon seven days written notice, however, unless extended; it shall expire
September 20, 2005. Should the City Council authorize an extension of this
Agreement, a Work Order which refers to the language of this Agreement
and length of extension shall be executed.
B. I£ tetn~inated, Client agrees to pap VANDEWA7.T 7x & ASSOCIATES the hourly
rates for all Services rendered and Reimbursable Expenses incurred, up to
the date of termination.
C. Upon not less than seven days' written notice, VArIDEWALLE & ASSOCIATES
may suspend the performance of its Services if Client fails to pay
VANDEWAI.LE & ASSOCIATES is full for Services rendered or Reimbursable
Expenses incurred. VANDEWAr•r.r? & ASSOCIATES shall have no liability
because of such suspension of service ox termination due to nonpayment
Article VI Dispute Resolution
VANDEWAI,LE & ASSOCIATES and Client agree to mediate claims or disputes
arising out of or relating to the Agreement. The mediation shall be conducted
by a mediation service acceptable to the parties. A demand for mediation
shall be made within a reasonable time after a claim or dispute arises. In no
event shall any demand for mediation be made after such claim or dispute
would be batted by the applicable law.
Article VII Intellectual Property; Confidentiality
A. Except as otherwise provided by law: upon payment in full by Client to
VANDEWALLE & ASSOCIATES for Services rendered and Reimbursable
Expenses incurred pursuant to this Agreement, VANDEWAi.i.R &
ASSOCIATES shall grant Client anon-transferable, non-exclusive, perpetual
license to use any and all Work Product developed or produced by
VANDEWALLE & ASSOCIATES City of Canton/ Contins~ed Im~lementatforr Seryicer
September 7, 2005
5
VANDEWALLE & ASSOCIATES pursuant to this Agreement. As used in this
Agreement, "Work Product" means all inventions, processes, data,
documents, drawings, records, and works of authorship, whether or not
copyrightable or patentable, that are originated or prepared by VANDEWAT•T.R
& ASSOCIATES in the course of rendering the Services under this Agreement.
Until Client pays VANDEWAT.T.R & ASSOCIATES i11 full for Services rendered
and expenses incurred pursuant to this Agreement, Client may not use any
Work Product to complete the Project with others unless VANDEWALLE &
ASSOCIATES is in material breach of this Agreement
B. Except as otherwise provided by law: Client shall not communicate, publish,
or otherwise disclose to a third party or authorize or induce anyone else to
use, communicate, publish, or otherwise disclose, any nonpublic information
pPM'al~ni ~ to VANDEwALLE & AssocIATES, including, without limitation, any
information relating to pricing, products, or ideas of VANDEWALLE &
ASSOCIATES. Until VANDEWALLE & ASSOCIATES is paid in full by Client for
Services rendered and expenses incurred pursuant to this Agreement, Client
shall not communicate, publish, ox otherwise disclose to any third party, any
information pertaining to or summaries of the Work Product.
Article VIII Miscellaneous Provisions
A. Illinois law governs this Agreement (without regard to its conflict of law
principles or rules of construction concerning the draftsman hereof).
B. This Agreement is the entire and integrated agreement between the Client
and VANDEWALLE & ASSOCIATES, and supersedes all prior negotiations,
statements or agreements, either written or oral, with regard to its subject
matter. This Agreement maybe amended only by written instnunent signed
by both Client and VANDEWALLE & ASSOCIATES. Neither party can assign
this Agreement without the other party's prior written permission.
C. Notwithstanding any other term in this Agreement, VANDEWAT.i.R &
ASSOCIATES shall not control or be responsible for another party's means,
methods, techniques, schedules, sequences or procedures, or for construction
safety or any other related programs.
VANDEWALLE & ASSOCIATES City of Canton/ Continued Implementation Servicea
September 7, 2005 ~
D. Client agrees to indemnify, defend and hold VAIVDEwAI LE & ASSOCIATES,
its agents and employees harmless from and against any and all claims,
liabilities, suits, demands, losses, costs and expenses (including reasonable
attorneys' fees) to property ox persons, including injury or death, or
economic losses, arising out of the Project and/or the performance or non-
performance of obligations under this Agreement, except to the extent such
damages or losses are directly caused by VANDEWALLE &ASSOCIATES'
negligence or willful misconduct.
E. 7n the event that any suit or action is instituted to enforce any provision in
this Agreement, the prevailing party in such dispute shall be entitled to
recover from the losing party all fees ('including legal and accounting fees),
costs and expenses of enforcing any right of such prevailing party under or
with respect to this Agreement, including without limitation, all costs of
appeals. Fox purposes of this provision, "prevailing party" shall include a
party that dismisses an action in exchange for payment of the sum allegedly
due, performance of covenants allegedly breached, or consideration
substantially equal to the relief sought in the action or proceeding.
F. VANDEWALLE & ASSOCIATES reserves the right to include representations of
the Project in its promotional and professional matetxals.
VANDEWAI.LE & ASSOCIATES City of Canton/ Continued Implementation Senricer
September 7, 2005 ~
IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest
date noted, below.
City of Canton
VANDEWAId.E & ASSOCIATES
Brian Vandewalle, Ovcmer
Datb