NOTICE TO BIDDERS

REQUEST FOR PROPOSAL #26-107 ZONING ORDINANCE UPDATE

Notice to Bidders

Issue Date: May 27, 2026

Last Date for Questions: June 10, 2026, at 11:00 am (CST)

Due Date: June 17, 2026, no later than 11:00 am (CST)

To be considered responsive, the following documents shall be included with your submittal:

Fee Proposal Form (Exhibit D) Notice of Deviations Form (Exhibit E) Listing of Subcontractors, Consultants and Agents Form (Exhibit F) References Form (Exhibit G) Vendor Certification Form (Exhibit H) Vendor Information Reporting Form (Exhibit I)

W-9 Form

Return submittal to: City of Wheaton

Procurement Services 303 W. Wesley Street Wheaton, IL 60187-0727 Attn: Tony Sperkowski, Procurement Officer

The successful Vendor will be required to submit the following additional documents:

• Certificate of Insurance with signed endorsements

• Signed Agreement (Exhibit B)

EXHIBIT A

REQUEST FOR PROPOSAL # 26-107

ZONING ORDINANCE UPDATE

Scope of Services

INTRODUCTION AND OVERVIEW

The City of Wheaton, Illinois is requesting proposals from qualified firms or individuals to help with a complete overhaul of its Zoning Ordinance. The last full update to the Code was made in 1989, following comprehensive revisions in the late 1970s, though there have since been 147 amendments.

The City aims to implement a new Zoning Ordinance that reflects its stated goals, objectives, and strategies, adheres to modern development standards and community needs, and offers a user-friendly experience. This RFP provides all technical requirements, timelines, and submission guidelines.

Proposers are invited to submit innovative yet practical solutions that fulfill or surpass the service expectations outlined in this document.

Relevant background information includes:

Current Zoning Code Comprehensive Plan Wheaton Downtown Strategic Plan and Streetscape Plan (Appendix A) 2021 – 2025 Strategic Plan (Appendix B) Intergovernmental Agreements with the County and Park District

SCOPE OF SERVICES

The successful consultant shall provide all labor, materials, and incidentals necessary to perform the services set forth below.

A. Information Gathering and Analysis Phase The consultant is expected to acquire a comprehensive understanding of current conditions within the City. This knowledge should result in a background analysis, summarized in an existing conditions memorandum, which will provide justification for preliminary recommendations in subsequent phases.

The review should, at a minimum, cover zoning applications from the past two years to identify any trends or patterns. It must thoroughly assess the City’s current plans and ordinances related to zoning and check for inconsistencies with the Comprehensive Plan. Analyzing conformity with bulk and yard standards—including minimum setbacks, lot widths, and lot sizes—should utilize City or County GIS data, Google Street View, site visits, or other suitable methods. In addition, conducting a broader inventory of Wheaton’s physical conditions—including land uses, building and site features, parking locations and their condition, as well as landscaping and buffering—can be helpful in developing updated regulations for bulk, permitted uses, parking standards, and other development factors. The review should also address the impact of State mandates, such as “People Over Parking.”

The consultant is expected to collaborate closely with City staff to address previously identified Zoning Code issues, as well as areas of particular concern to the community, which would be revealed through a public meeting or community survey.

B. Preliminary Recommendations Memorandum Phase Following the Information Gathering and Analysis phase, the consultant shall develop and present a memorandum, or equivalent document, describing their major preliminary recommendations related to

ZONING ORDINANCE UPDATE

the zoning ordinance. This deliverable should also summarize the analysis and findings of the existing conditions review to provide a basis for the preliminary recommendations and describe the consultant’s proposed approach to revising the existing zoning ordinance. The purpose of this deliverable is to provide a checkpoint for the City to ensure that all project partners are on the same page prior to drafting regulatory language. The draft memorandum will first be distributed to City staff, who will review and provide comments on the document. The Consultant should also be available to schedule a meeting with the Planning and Zoning Board and/or City Council to discuss the memo.

C. Draft Ordinance Phase Using the preliminary recommendations memorandum as a guide, the consultant shall draft an updated zoning ordinance for the City. The new ordinance shall be clearly worded and organized to encourage the document’s accessibility to a wide range of audiences. The new ordinance shall include a table of contents and utilize graphics, hyperlinks, and tables wherever possible to clearly illustrate concepts. The consultant should carefully keep track of significant points of departure from the existing ordinance to ensure clarity and transparency. The draft ordinance should, at a minimum, address the following topics:

(1) Definitions: Review Zoning Ordinance definitions to ensure they are comprehensive and meet current best practices and modern uses.

(2) Scope of Regulations, Administration and Enforcement: Revise provisions regarding nonconformities to align with current best practices and ensure clarity through the use of plain language.

Assess the administration and procedures of the Zoning Ordinance to confirm compliance with contemporary standards and recent legal precedents. Maintain the administrative process for zoning variation, refining it if required. Evaluate special use standards and consider implementing supplementary zoning requirements for designated special uses, to potentially eliminate the need for a special use permit.

Examine standards for all forms of zoning approvals within the framework of prevailing legal precedents.

(3) Use Lists: Review the Permitted and Special Use lists in each zoning district to maintain consistency and relevance throughout. Check definitions and assigned districts to ensure they reflect current uses where applicable. Streamline and clarify the use lists by following the formatting of the R-R District, and consolidate them for better organization and efficiency.

Consider recommending further requirements and regulations that could allow certain uses—such as fast food restaurants and Wheaton College activities—that are currently listed as special uses; to possibly be administratively approved.

(4) Single-Family Bulk Requirements: Evaluate the existing single-family bulk requirements and provide recommendations as needed to ensure they align with best practices and maintain the city's standards of high-quality character.

ZONING ORDINANCE UPDATE

(5) Downtown: Establish regulations aligned with the Downtown Strategic Plan and Streetscape Plan, proposing that areas outside the current C-2 zone be rezoned into a new, comprehensive Downtown Mixed-Use classification. This new zoning classification would feature provisions designed to support and promote downtown redevelopment by simplifying and streamlining requirements through a form-based code for different downtown sections. It would also allow more mixed-use projects by right, reflecting the vision for Downtown Wheaton.

Revise downtown design guidelines and recommend process improvements with the aim of eliminating the necessity for the Downtown Design Review Board.

(6) Accessory Uses: Evaluate permitted accessory uses for clarity, completeness, alignment with current best practices, and suitability for contemporary applications.

(7) Parking Requirements: Conduct a thorough review of current parking requirements and propose recommendations for standards in line with best practices. Consider provisions for bike rack installations as well as regulations concerning commercial vehicles and recreational vehicles (RVs).

(8) Signage: Recommend updated, content-neutral sign regulations generally and which also offers greater flexibility for temporary signage.

(9) Environmental Sustainability: Review and update requirements for lighting, landscaping and tree preservation.

(10) Performance Standards: update to include clear, enforceable provisions. Identify whether such standards should remain in the Zoning Ordinance or City Code.

D. Draft Ordinance Review The consultant will present the draft Zoning Ordinance draft to staff, the Planning and Zoning Board, City Council, and the public by breaking it into clear, logical, and manageable sections. This approach ensures that all parts of the draft can be carefully and easily reviewed.

E. Final Ordinance The consultant shall prepare a final ordinance based on comments made on the draft ordinance by City staff, local stakeholders, the public, and others. The final ordinances should be provided to the City in both Word and PDF formats; all illustrations, maps, and graphics contained therein should also be provided in electronic, editable formats.

F. Other Recommended Services or Tasks Indicate any other recommended or required services that might be needed to accomplish the goals of this project.

G. Deliverables The consultant shall provide all text, graphics, and illustrations to be included in the new Zoning Code and any materials used in public meetings in electronic form (Microsoft Word for text add or JPEG files for images). In addition, the City shall have the right to use all text and images produced through this assignment.

ZONING ORDINANCE UPDATE

SUBMITTAL REQUIREMENTS

THE CITY OF WHEATON ASKS THAT YOUR RESPONSE INCLUDE THE FOLLOWING INFORMATION, IN

TABBED SECTIONS, FOR EVALUATION.

Company Information

Vendors shall provide the following information about their company.

o Vendor name and address; Contact name, phone number and email.

o Number of employees.

o Number of years in business.

o Provide a brief description of your company.

o Days and hours of operation.

o A brief statement of the Proposer’s understanding of the work to be done.

Prior Experience and References (EXHIBIT G) Provide a minimum of three (3) government references of similar nature and scope, including the company name, contact name and contact information for each reference where all information can be verified. Include a brief description of the services provided for each reference. Provide a description of qualifications and skills of specific personnel who will be assigned to the City’s account.

Compensation/Fee Proposal (EXHIBIT D) Engineering service fees will be calculated on a cost-plus, not-to-exceed basis, using hourly rates applied to direct staff costs. Direct expenses will be billed at their actual cost incurred without any markup. The proposal will include a summary outlining the estimated hours and associated fees using the attached Fee Proposal Form (Exhibit D). The City is tax exempt. Prices shall not include taxes.

EVALUATION OF PROPOSALS

City staff will evaluate submittals based on the requirements listed above. During or after the evaluation of submittals, City staff may submit written questions and requests for clarification. The Vendor to be recommended for award will be the one whose proposal is determined to be the most advantageous to the City, in consideration of price and the evaluation factors set forth in the Request for Proposal.

DUE DATE FOR WRITTEN QUESTIONS

All questions, either administrative or technical, shall be submitted via email to Tony Sperkowski at asperkowski@wheaton.il.us no later than June 10, 2026, at 11:00 am CST.

ADDENDA

All questions, clarifications or revisions regarding this solicitation will be issued via a written addendum and published on the City’s website and on DemandStar. Each Vendor shall acknowledge receipt of any addenda on the Cost Proposal form. Each Vendor, by acknowledging receipt of any addenda, is responsible for the content of the addenda and any changes to the solicitation. Failure to acknowledge issued addenda may cause your submittal to be rejected.

RFP SUBMITTAL

Submittals must be received no later than June 17, 2026, at 11:00 am. CST Late submissions will not be accepted.

ZONING ORDINANCE UPDATE

Submit a hard copy to:

City of Wheaton 303 W. Wesley Street - 1st Floor Finance Counter

Attn: Tony Sperkowski, Procurement Officer

All hard copy proposals shall be submitted in a sealed package marked with the following information:

• Proposal Name & Number

• Proposal Closing Date

• Proposal Closing Time

• Vendor Name and address

It is the sole responsibility of the Vendor to ensure that their proposal is delivered by the stated opening date/time. The City is not responsible for misdirected packages.

DO NOT SUBMIT PERFORATED PAGES, NOR BIND YOUR PROPOSAL IN ANYTHING OTHER THAN PAPER

CLIPS OR BINDER CLIPS.

CONFIDENTIAL INFORMATION:

Vendors claiming any portion of their proposal as proprietary or confidential must specifically identify what documents or portions of documents they consider confidential. Failure to do so may result in information becoming public record.

COSTS INCURRED IN RESPONDING

All costs incurred by the Vendor for proposal preparation and participation in this procurement will be the sole responsibility of the Vendor. The City will not reimburse any Vendors for such costs.

REQUEST FOR PROPOSAL #26-107

ZONING ORDINANCE UPDATE

GENERAL INSTRUCTIONS REGARDING SOLICITATIONS FOR PROFESSIONAL SERVICES

General Instructions Regarding Solicitations for Professional Services

Solicitations are open to all qualified firms actively engaged in providing the services specified and inferred.

Active engagement will be verified via references.

1) SOLICITATION PROCESS:

a) Request for Proposal: The City of Wheaton solicits qualified firms for Professional Services. Firms are qualified based on:

i) A public formal Request for Qualifications (RFQ) or Request for Proposal (RFP).

ii) Prior experience with the City’s facilities, equipment, infrastructure, or issue at hand.

b) A formal RFQ or RFP is submitted to qualified firms.

c) It is the responsibility of the Proposer to seek clarification of any requirement that may not be clear.

Questions concerning this request shall be submitted via e-mail to the attention of the Procurement Officer by the last date for questions as reflected on the Notice to Bidders. A written response in the form of an addendum will be posted on the City’s website for all Proposers to download. It is the responsibility of the Proposer to review all addendums.

d) Proposers shall acknowledge the receipt of any addendum on their proposal.

2) THE CONE OF SILENCE:

a) The Cone of Silence is designed to protect the integrity of the procurement process by shielding it from undue influences.

b) During the period beginning with the issuance of the RFQ or RFP through the execution of the award document, Proposers are prohibited from all communications regarding this request with City staff, City consultants, City legal counsel, City agents, or elected officials.

c) Any attempt by a Proposer to influence a member or members of the aforementioned may be grounds to disqualify the Proposer from participation in this solicitation.

d) Exceptions to the Cone of Silence:

• Written communications directed to the Procurement Officer.

• All communications occurring at pre-bid meetings.

• Oral presentations during finalist interviews, negotiation proceedings, or site visits.

• Oral presentations before publicly noticed committee meetings.

• Firms already on contract with the City to perform services for the City are allowed discussions necessary for the completion of an existing contract.

• Procurement of goods or services for emergency situations.

3) INVESTIGATION:

a) It shall be the responsibility of the Proposer to make any and all investigations necessary to become thoroughly informed of what is required and specified.

b) If the site of the work is an area restricted from the general public, an opportunity will be provided for Proposers to perform this inspection.

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GENERAL INSTRUCTIONS REGARDING SOLICITATIONS FOR PROFESSIONAL SERVICES

c) If the site of the work is an area open to the general public, the Proposer may perform their inspection at a time of their choosing.

4) PROPOSALS:

a) Proposals must reference the project name and date of the RFQ or RFP. Documents should not utilize binders, folders, or papers larger than 8.5 x 11.

b) Delivery of a proposal is acceptance of the City’s Agreement. Proposals containing terms and conditions contrary to those specified may be considered non-responsive.

5) SIGNATURES AS OFFER:

a) Under the conditions of the Uniform Commercial Code, the signing of the proposal by the Proposer constitutes an offer. If accepted by the City, the offer becomes part of the Agreement.

b) Offers by:

• Individuals or sole proprietorships shall be signed by a person with the authority to enter into legal binding contracts. Said individual shall use his/her usual signature.

• Partnerships shall be signed with partnership name by one of the members of the partnership, or an authorized representative, followed by the signature and title of the person signing.

• Corporations shall be signed with the name of the corporation, followed by the signature and title of person authorized to bind it in the matter.

6) WITHDRAWAL OF OFFERS:

a) Offers may be withdrawn at any time prior to the due date. Requests to withdraw an offer shall be in writing, properly signed, and received by the Procurement Officer prior to the due date.

b) Offers may not be withdrawn after the due date without the approval of the Procurement Officer.

c) Negligence in preparing an offer confers no right of withdrawal after opening / due date.

7) TIMEFRAME AND CONSEQUENCES:

a) Offers must be received before the designated time.

b) Offers received after the designated time will be returned to the sender without review. Offers received late that may be attributed to delays by overnight delivery services, or by delivery services trying to deliver when offices are closed, will be considered late, and returned to the sender.

c) Unless otherwise specified in the solicitation, offers shall be binding for ninety (90) calendar days following due date.

8) RECEIPT OF FORMAL OFFERS:

a) Formal offers by sealed envelope will be opened at the time and location stated.

9) TAXES:

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GENERAL INSTRUCTIONS REGARDING SOLICITATIONS FOR PROFESSIONAL SERVICES

a) The City is exempt by law from paying sales tax on goods, equipment, and products permanently incorporated to the project, from State and City Retailer's Occupation Tax, State Service Occupation Tax, State Use Tax and Federal Excise Tax.

b) The City's Sales Tax Exemption Number is E99974312.

10) EVALUATION OF OFFERS:

a) Rejection of Offers: The City reserves the right to reject any and all offers in whole or in part according to the best interests of the City.

b) Receipt of One (or too few) offers: If the City receives one or too few proposals, as defined by the City, the City may reschedule the due date. The offers received will either be:

• returned unopened to the Proposer for re-submittal at the new due date and time, or

• if there are no changes in requirements, and pending Agreement with the Proposer, held until the new due date and time.

c) If the request was publicly broadcast, and the City did not receive any proposals, the City may negotiate with any interested parties.

11) DETERMINING RESPONSIVENESS OF THE PROPOSAL:

a) Responsive proposals are inclusive of, but not restricted to: received prior to the due date and time, completed as stated in the solicitation request, inclusive of all requirements, able to meet delivery requirements, accepting of all Agreement terms and conditions.

b) The degree to which a proposal meets the requirements is determined solely on the judgment of the proposal evaluation team.

12) CLARIFICATION OF OFFERS:

a) The City may conduct discussions with Proposers to further clarify the offer as may be necessary.

Clarifications shall be documented by the Proposer and submitted (email or fax) within three (3) business days.

13) CONFIDENTIAL INFORMATION:

a) Proposals are subject to Illinois State FOIA requirements including the following exemptions:

• (5 ILCS 140/7) (From Ch. 116, par. 207) Sec. 7.

• Exemptions. (1) The following shall be exempt from inspection and copying: (g) Trade secrets and commercial or financial information obtained from a person or business where the trade secrets or commercial or financial information are furnished under a claim that they are proprietary, privileged or confidential, and that disclosure of the trade secrets or commercial or financial information would cause competitive harm to the person or business and only insofar as the claim directly applies to the records requested.

b) Proposers considering requests to be proprietary and confidential should submit an additional redacted offer. Failure to do so may result in information becoming available to the public.

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GENERAL INSTRUCTIONS REGARDING SOLICITATIONS FOR PROFESSIONAL SERVICES

14) SELECTION PROCESS:

a) An evaluation team will review all proposals based on weighted requirements. The evaluation team shall be composed of City staff and other Subject Matter Experts as required.

b) Interviews may be conducted with Proposers on the short list. Said Proposers may be required to submit additional data during the interview process. Revisions to proposals may be permitted after initial submission and interview, but before award, for the purpose of obtaining best and final offers.

c) Proposers may be required to provide references. The City reserves the right to contact said references or other references that may be familiar with the Proposer. The City reserves the right to eliminate a Proposer who has not demonstrated the required years of service within the required specialty.

d) The City reserves the right to negotiate the price and any other term with the Proposer offering the best and final offer. Any oral negotiations must be confirmed in writing prior to award.

e) If a negotiated Agreement cannot be reached with the front runner, the City may proceed to negotiate with the second best and final offer.

f) The City’s determination of award for best overall value will consider the following non-exclusive list:

available project management resources, soft costs of Agreement management; and training costs.

15) AWARD:

a) Award is based on the best overall value to the City; and deemed most advantageous to the City, based on the totality of lawful considerations, price and other factors considered.

b) While numeric evaluations may be used in some aspects of the process to identify strengths and weaknesses of proposals, and to establish a ranking, the final decision will be a business decision by the City and will not be based on a numerical score. A recommendation to award will document the basis for the award decision.

c) The City shall make every effort to award within ninety (90) days from the opening date.

d) The City reserves the right to award by phase, part or portion of a phase, any line item or option regardless of order listed.

16) REQUIREMENTS IF AWARDED THE WORK:

a) Insurance:

• The successful Proposer, if awarded by Agreement, will be required to carry insurance acceptable to the City.

• Certificates of Insurance, Endorsements, and a Waiver of Subrogation must be submitted with the execution of the order.

• The Proposers obligation to purchase stated insurance cannot be waived by the City’s action or inaction.

17) SECURITY CLEARANCE:

a) Background checks inclusive of finger printing may be required for service providers working in secured areas. Service providers will submit a list of employees’ names to the Project Manager who will coordinate the background checks with the police department.

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b) Anyone with a background history showing a conviction for a felony; theft history of any kind, sex offense history, or any crime involving moral turpitude, illegal drug or narcotics use, sale or possession, or anyone showing a felony charge pending, or who has any outstanding warrants of any type, including misdemeanor traffic or felony warrants, may be subject to arrest, and will not be allowed to work under this Agreement.

18) AUDIT:

a) The successful Proposer may be audited by the City or an agent of the City. Audits may be at the request of federal or state regulatory agencies, other governmental agencies, courts of law, consultants hired by the City or other parties which in the City’s opinion requires information. Data, information, and documentation will include, but not be limited to, original estimate files, change order estimate files, detailed worksheets, subcontractor proposals, supplier quotes and rebates, and all project related correspondence, and subcontractor and supplier change order files.

19) PROTESTS:

a) Right to Protest. Any actual or prospective, bidder, proposer, offeror, or vendor (“protesting party”) who believes they have been adversely affected in connection with a City-issued solicitation, evaluation of a bid or proposal, or award of a contract may initiate a pre-bid, pre-award, or post-award protest. A protesting party has no right to protest the cancellation of ITBs or RFPs and protests relating to the rejection of all bids or proposals.

• A pre-bid protest shall be submitted in writing to the Procurement Officer no later than five (5) business days before the due date for bids or proposals.

• A pre-award protest shall be submitted in writing to the Procurement Officer no later than five (5) business days after the due date for bids or proposals or notification that the protesting party’s status as a bidder or proposer has changed.

• A post-award protest shall be submitted in writing no later than three (3) business days after the date the bid award is posted on the City’s website or online forum.

b) Contents of Protest. Protests must include: the name, address, phone number, e-mail address of the protesting party; appropriate identification of the solicitation; if an award has been initiated, the award document number (if available); justification or grounds for the protest, with specificity of the local, state, and federal law, regulation or procedure that is alleged to be violated; precise statement(s) of the relevant facts; identification of the issue to be resolved; the protesting party’s argument and supporting documentation; information establishing the timeliness of the protest; and the signature of the protesting party. Issues not raised by the protesting party in the protest are deemed waived and may not be raised after a final determination has been made. Protests that do not meet the time or content requirements may be rejected by the Procurement Officer. The Procurement Officer is not obligated to postpone contract awards to allow a protesting party time to correct a deficient protest unless otherwise required by federal law or regulation.

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GENERAL INSTRUCTIONS REGARDING SOLICITATIONS FOR PROFESSIONAL SERVICES

c) Protest Bond. The protesting party shall, at the time of submitting any protest to the City, furnish at its sole expense a protest bond in the form of a cashier’s check payable to the City of Wheaton, in an amount equal to five percent (5%) of the City’s estimate of the total contract award amount, or, if the amount of the contract award cannot be reasonably determined at that time, then in the amount of one thousand two hundred and fifty dollars ($1,250.00). In those circumstances when the contract award cannot be reasonably determined, the City, by the determination of its City Attorney, may require a protest bond in an amount not to exceed ten thousand dollars ($10,000.00) if one thousand two hundred and fifty dollars ($1,250.00) is inadequate under the facts presented. If the City increases the required protest bond amount, the protesting party shall have five (5) business days in which to pay the City, in the form of a cashier’s check, the difference between the one thousand two hundred and fifty dollars ($1,250.00) and the new amount of protest bond. The protest bond shall serve as a guarantee of the validity and accuracy of the protest.

i) If the protest is upheld, the bond shall be returned to the protesting party.

ii) If the protest is denied, the bond shall be used by the City to recover any administrative costs and damages incurred as a result of the protest and/or resulting delay in the contracting for goods and services which were the subject of the solicitation.

iii) Failure to submit a compliant protest bond with the written protest shall be deemed a waiver of the protest and jurisdictional deficiency in the protest that forfeits the right to protest.

iv) Failure to pay any additional amount of protest bond required shall be deemed a waiver of the right to maintain a protest.

d) Respondent party response.

• A respondent party is a person who has the right to respond to a protesting party’s protest and shall be an actual bidder, proposer, prospective bidder or prospective proposer in the procurement involved whose direct economic interest would be affected by the award of the contract or by the failure to award the contract; and who demonstrates compliance with the bid protest procedures, the terms on the invitation for bids, and the contract documents (if bid) or request for proposals (RFP), as applicable (hereinafter “respondent party”).

• After receiving notice of the protest from the City, the respondent party shall have five business

(5) days to respond in writing to a protest to provide the Procurement Officer with supplemental information. A respondent party may request, and the Procurement Officer may allow an additional period of time to respond if the protest is complicated and/or the documentation is voluminous. In no event will the additional time exceed 5 business days.

• The failure of a respondent party to respond to a protest, or to any portion of it, shall not be deemed to be an admission of any allegation in the protest, but shall be deemed to constitute a waiver of the opportunity to respond to such allegation(s), if any, at this stage in the process.

e) Stay of Procurement.

i) Upon timely receipt of a protest and after examination of the issues surrounding the protest, the

Procurement Officer, in consultation with the City Attorney, will determine whether the protest

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GENERAL INSTRUCTIONS REGARDING SOLICITATIONS FOR PROFESSIONAL SERVICES

has merit and if the solicitation, evaluation, or award shall be stayed, or if other further action is necessary to protect the interests of the City.

ii) If the contract performance has already begun, the Procurement Officer, in consultation with the City Attorney, will determine whether the performance of the contract should be suspended. A contract may not be suspended if the work or supplies are necessary to protect the interests of the City.

f) Final Determination. The Procurement Officer, in consultation with the City Attorney, will provide a written decision to the protesting party as expeditiously as possible, but no later than thirty (30) business days after receiving all relevant information. The Procurement Officer’s decision shall become final on the third business day after the date of the Procurement Officer’s written decision, unless a timely request for reconsideration is filed with the Procurement Officer as noted below.

g) Reconsideration of Protest Decision. A protesting party or respondent party may request the Procurement Officer’s reconsideration if:

• Information becomes available that was not previously known, or could have reasonably become known; or

• The Procurement Officer’s decision contains an error of law or regulation.

The request shall be submitted in writing to the Procurement Officer within three (3) business days of the date of issuance of the initial decision. The request shall include a detailed explanation of the basis for reconsideration and state the course of action the protesting party or respondent party desires that the Procurement Officer take. For purposes of this section, deposit in the mail, postage prepaid does not constitute filing or receipt. A request is considered filed when physically received by the Procurement Officer or duly appointed designee.

The Procurement Officer shall refer the request for reconsideration of the protest decision to the City Manager. The City Manager, or his or her designee, may conduct an evidentiary hearing at his or her sole option. The City Manager or designee will conduct a review of the request for reconsideration of the protest decision and will attempt to issue a decision within ten (10) business days after the City’s receipt of the request for reconsideration or the date of the hearing, whichever is later. The City Manager or designee’s decision shall be final.

After a written decision is issued by the City Manager or his designee, the appropriate actions will take place. If the protest is upheld, the Procurement Officer’s actions may include, but are not limited to, any appropriate steps to correct the procurement process, such as: re-solicitation of bids or proposals, revising evaluation of bids or proposals, or termination of the contract. If the protest is denied, the Procurement Officer will lift any imposed suspension and proceed with the procurement process or the contract.

GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICE PROVIDERS

General Terms and Conditions for Professional Service Providers

1) AGREEMENT ADMINISTRATION:

a) A “Notice to Proceed” order will be issued by Procurement upon confirmation of a properly executed

Agreement.

b) Once the “Notice to Proceed” order is issued, the Firm's primary contact with the City will become the

Project Manager.

c) The Project Manager’s primary responsibility is to assure the City receives the professional services in accordance with the terms and conditions and requirements of the Agreement. The Project Manager will but is not limited to oversee the entire project from kick-off activities through close out and payment of final invoice; monitor project progress; address any quality issues and change orders; review and approve deliverables.

2) COMMUNICATIONS PLAN:

a) The service provider is required to provide the City’s Project Manager with updates of the project: work completed, assumptions, problems encountered.

b) The updates can be in person or over the phone, at the discretion of the City.

3) CHANGE ORDER PROCEDURE:

a) The City reserves the right to make changes to the Scope of Work by altering, adding to, or deducting from the work, without invalidating the Agreement. All such changes shall be executed under the conditions of the original Agreement.

4) BULLETINS:

a) Should the Firm consider that a change in the Scope of Work, the Agreement sum, or delivery date is required; he/she shall initiate a change order and submit to the Project Manager for documented approval before proceeding with the work.

5) CHANGE ORDERS:

a) Issuance of a statement, or verbal approval, is not to be considered a Change Order and is not authorization to proceed.

b) Change orders will be numbered in sequence and dated.

c) Approved Change Orders are required with any/all changes in, the Scope of Work, the Agreement sum, the time for completion, or any combination thereof.

d) Change orders will describe the change or changes, will refer to the proposal(s) involved, and will be signed by the City and the Firm prior to implementing the change.

e) All Change Orders shall clearly identify the impact of cost and the effect on time required to perform the work associated with the proposal.

i) If the proposal is found to be satisfactory and in proper order, and both parties agree upon cost or credit for the change, the City will authorize the documented Change Order which will be confirmed as an Agreement amendment.

GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICE PROVIDERS

General Terms and Conditions for Professional Service Providers

6) PAYMENT:

a) Authorization of payment requires receipt of service providers invoice, acceptance of services and receipt of other required paperwork.

b) Payment will be:

i) Made to the company awarded this order. Under no circumstances will a third party be reimbursed.

ii) Via the City’s Purchasing Card Program, MasterCard, in which payment will occur at time-of-service delivery (preferred); or

iii) Via supplier generated invoice.

c) The City complies with the Illinois Local Government Prompt Payment Act which states that any bill approved for payment shall be paid within 30 days after date of approval.

i) Invoices must be submitted to the City within six months of order completion. Any invoices submitted in excess of six months from order completion will not be paid.

7) SERVICE ISSUES:

a) The service provider shall not be reimbursed until services are compliant.

b) If services continue to remain non-compliant, Procurement will prepare a formal Letter of Warning addressing the Firm’s Failure to Comply. Agreement language states “The City may terminate this Agreement upon seven (7) days written notice to the Firm.”

c) If Firm fails to achieve required results within stated timeframe, Procurement will terminate the Agreement.

d) The City shall have the right to terminate this Agreement, without cause, upon fifteen (15) days written notice to the Firm. The Firm shall be paid for all work performed in conformance with the Agreement through the effective date of the not for cause termination.

EXHIBIT B

RFP #26-107 ZONING ORDINANCE UPDATE

Consulting Services Agreement

Revised May 2026

Agreement No. ___

CITY OF WHEATON, ILLINOIS

CONSULTING SERVICES AGREEMENT FOR A

ZONING ORDINANCE UPDATE

THIS AGREEMENT is made and entered into this ___ day of _______, 2026 by and between the CITY OF WHEATON, an Illinois municipal corporation ("City"), located at 303 W.

Wesley Street, Wheaton, Illinois, 60187 and _________, ("Consultant"), located at 123 Main Street, Anytown, IL 60184. City and Consultant are at times collectively referred to hereinafter as the “Parties.”

WHEREAS, the City has determined that it is reasonable and necessary to engage a Consultant to provide a Zoning Ordinance Update(“Service”), consistent with the City’s Zoning Ordinance Update Request for Proposal package which is attached hereto and incorporated herein as if fully set forth as Group Exhibit A; and

WHEREAS, the Consultant has submitted a cost proposal to provide a Zoning Ordinance Update(“Proposal”), which is attached hereto and incorporated herein as if fully set forth as Group Exhibit B and represents that is has the necessary expertise and experience to furnish such consulting services upon the terms and conditions set forth herein below; and

WHEREAS, the City finds that the Consultant’s Proposal meets the City’s requirements for the services.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants, agreements, and conditions set forth in the Agreement, the Parties agree as follows:

SECTION 1. CONTRACT DOCUMENTS.

1.1 Incorporated Documents. The Contract Documents consist of this Agreement and the following attached exhibits which are incorporated into this Agreement:

a. The City’s RFQ and all related documents is attached as Group Exhibit A;

b. The Consultant’s Quote and all related documents is attached as Group Exhibit B;

c. Insurance Coverage for Professional Services is attached as Exhibit C;

d. Legal certifications and compliance with laws documentation is attached as Group Exhibit

D; and

e. Change Order Form, is attached as Exhibit E.

These attachments along with this Agreement represent the entire integrated Contract between the Parties and supersede any and all prior negotiations, representations, or agreements, written or oral.

Consulting Services Agreement

Revised May 2026

The Contract Documents also shall include any subsequent Change Orders or Written Amendments to any documents listed above or included within the incorporated exhibits, and other documents amending, modifying, or supplementing the Contract Documents, which may be delivered or issued after the effective date of the Agreement and are not attached hereto.

It shall be understood that words “Agreement” and “Contract” are synonymous in this document and its incorporated exhibits.

1.2 Controlling Document. In the event of a conflict between this Agreement and any attachment or exhibit, the provisions of this Agreement shall control.

SECTION 2. SCOPE OF SERVICES.

2.1 Retention and Services. The City retains the Consultant to perform a Zoning Ordinance Update service. For and in consideration of the Agreement Amount indicated in Section 4.1 herein, the Consultant promises and agrees that it shall, at its own cost and expense, provide all of the professional Consulting Services (“Services”), in accordance with the Project Scope of Services set forth in the City’s Zoning Ordinance Update RFP (Group Exhibit A). All Services shall be subject to and performed in accordance with this Agreement and its attached and incorporated exhibits, unless specifically stated otherwise in writing.

2.2 Access to Facilities and Property. The City shall make its system facilities and properties available and accessible for inspection by Engineer and arrange for access to make all provisions for the Engineer to enter upon public property as required by the Engineer to perform his or her Services.

2.3 Agreement Administration. A “Notice to Proceed” order will be issued by the

City upon confirmation of a properly executed Agreement. Once the “Notice to Proceed” order is issued, the Engineer’s primary contact with the City will become the Project Manager. The Project Manager’s primary responsibility is to assure that the City receives the professional services in accordance with the terms and conditions of this Agreement. The Project Manager or his or her designee shall oversee the entire Project from kick-off activities through close out and payment of final invoice, monitor Project progress; address any quality issues and change orders, and review and approve service deliverables.

2.4 Reporting. The Engineer shall regularly report to the City's Project Manager, or his designee, regarding the progress of the Services, assumptions, and problems encountered during the term of this Agreement. Such reports may be provided in person or over the telephone at the discretion of the City.

2.5 Project Manager. The City’s Project Manager for the Project is Jim Kozik. The

Project Manager’s contact information is as follows: (630)260-2008 or jkozik@wheaton.il.us.

Consulting Services Agreement

Revised May 2026

2.6 Time of Performance. The Consultant shall perform the Services within the Term of this Agreement as set forth in Section 8.1 of this Agreement, in accordance with the schedule of services as indicated in the attached quote (Group Exhibit B) and Exhibit A, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the parties. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the schedule of services.

2.7 Additional Services. The Consultant shall provide only the Services specified in this Agreement, and the attached Group Exhibit A. The Consultant acknowledges and agrees that the City shall not be liable for any costs incurred by the Consultant in connection with any services provided by the Consultant that are outside the scope of this Agreement (“Additional Services”), regardless of whether such Additional Services are requested or directed by the City, except upon the prior written consent of the City through an approved Change Order. Upon recognizing the need to perform Additional Services, the Consultant shall notify the City with reasonable promptness and explain the facts and circumstances giving rise to the need and submit to the City a Change Order Form for amendment to this Agreement for the City’s review and approval setting forth the details of the requested Additional Services. Additional Services that have been authorized in writing by the City shall be subject to the terms and conditions of this Agreement and shall be compensated at the hourly rates included in the Consultant’s cost proposal included in Group Exhibit B and in the absence of such hourly rates, then payment for Additional Services shall be mutually agreed upon by both the City and Consultant before the commencement of any Additional Services.

2.8 Changes and Alterations. Any changes or alterations to this Project affecting, inclusive of, but not limited to, scope, cost, milestones, deadlines, or other significant factors shall be integrated in writing on a City of Wheaton Change Order Form (Exhibit E); verbal approval is not considered a Change Order and is not authorization to proceed. All Change Orders shall clearly identify the impact of cost and the effect on time required to perform the Services.

Any proposed change to the Project that increases the Agreement price or the costs to be expended by the Consultant in an amount of $35,000 or more shall require the approval of the City of Wheaton City Council before such changes may be made. Any services that are performed beyond the approved Agreement scope or Agreement price shall not be paid without the City’s prior written consent through an approved Change Order.

2.9 Independent Contractor Status. The Consultant shall act as an independent contractor in providing and 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, or joint-venturers between the City and Consultant; or (ii) to create any relationship between the City and any subcontractor of the Consultant. Consultant is not in any way authorized to make any contract, agreement, or promise on behalf of the City, or to create any implied obligation on behalf of the City and Consultant specifically agrees that it shall not do

Consulting Services Agreement

Revised May 2026

so. The City shall not have the authority to control the method or manner by which Consultant complies with the terms of this Agreement.

SECTION 3. PERSONNEL; SUBCONTRACTORS.

3.1 Key Project Personnel. The Key Project Personnel identified in the attached

Group Exhibit B shall be primarily responsible for carrying out the Services on behalf of the Consultant. The Key Project Personnel shall not be changed without the City’s prior written approval.

3.2 Availability of Personnel. The Consultant shall provide all personnel necessary to complete the Services including, without limitation, any Key Project Personnel identified in this Agreement. The Consultant shall notify the City as soon as practicable prior to terminating the employment of, reassigning, or receiving notice of the resignation of, any Key Project Personnel. The Consultant shall have no claim for damages and shall not bill the City 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, reassignment, or resignation.

3.3 Use of Subcontractors. The Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved in advance by the City in writing. All subcontractors and subcontracts used by the Consultant shall be acceptable to, and approved in advance by, the City. The City’s approval of any subcontractor or subcontract shall not relieve the Consultant of full responsibility and liability for the provision, performance, and completion of Services as required by this Agreement. All Services performed under any subcontract shall be subject to all of the provisions of this Agreement in the same manner as if performed by employees of the Consultant. For purposes of this Agreement, the term “Consultant” shall be deemed also to refer to all subcontractors of the Consultant, and every subcontract shall include a provision binding the subcontractor to all provisions of this Agreement.

3.3 Removal of Personnel and Subcontractors. If any personnel or subcontractor fails to perform the Services in a manner satisfactory to the City and consistent with commonly accepted professional consulting practices, the Consultant shall immediately upon notice from the City remove and replace such personnel or subcontractor. The Consultant shall have no claim for damages, for compensation in excess of the amount contained in this Agreement, or for a delay or extension of the Time of Performance as a result of any such removal or replacement.

3.4 No Additional Obligation. The Parties acknowledge and agree that the City is under no obligation under this Agreement or otherwise to negotiate or enter into any other or additional contracts or agreements with the Consultant or with any vendor solicited or recommended by the Consultant.

Consulting Services Agreement

Revised May 2026

3.5 Corporate Authorities of the City. Notwithstanding any provision of this Agreement, any negotiations, or agreements with, or representations by the Consultant to, vendors shall be subject to the approval of the City Manager or Corporate Authorities of the City.

For the purposes of this Section, “vendors” shall mean entities engaged in subcontracts for the provision of additional services directly to the City. The City shall not be liable to any vendor or third party for any agreements made by the Consultant without the knowledge and approval of the City Manager or of the City’s Corporate Authorities.

SECTION 4. COMPENSATON AND METHOD OF PAYMENT.

4.