R-1497 - 10/13/2015 - FINANCE - Resolutions RESOLUTION 2015-FIN-CNTRCT-AUD-R-1497
A RESOLUTION APPROVING AND AUTHORIZING THE AWARD OF A CONTRACT TO
BAKER TILLY VIRCHOW KRAUSE, LLP FOR AUDITING SERVICES
WHEREAS, the Village desires to retain an auditing firm to provide the Village auditing services
for three years, with an option to renew for two additional years ("Services' ; and
WHEREAS, the Village issued a request for proposals to provide the Village with the Services
("RFP"); and
WHEREAS, the Village received eight proposals from firms desiring to provide the Village with
the Services; and
WHEREAS, after evaluating the proposals and interviewing five of the firms that submitted
proposals, the Village has determined that Baker Tilly Virchow Krause, LLP of Oak Brook, Illinois ("Baker
Tilly'l presented the best overall value to the Village based on factors including, without limitation, price,
qualifications, and the understanding of the Village's needs; and
WHEREAS, the Village desires to enter into an agreement with Baker Tilly for Baker Tilly to
provide the Services, which agreement is attached to this Resolution as Exhibit A ("Agreement's; and
WHEREAS, the President and Board of Trustees have determined that it is in the best interests of
the Village to enter into the Agreement with Baker Tilly;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Approval of Agreement. The President and Board of Trustees hereby approve
the Agreement with Baker Tilly in substantially the same form as attached as Exhibit A, and in a final form
approved by the Village Attorney.
Section 3: Authorization and Execution of Agreements. The Village Manager and Village
Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Baker Tilly
after receipt of the final Agreement fully executed by Baker Tilly.
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2015-FIN-CNTRCT-AUD-R-1497
Authorizing Contract for Auditing Services
Page 2 of 3
APPROVED THIS 13th day of October, 2015 -
qP.
Gopal G. Lalmalani
Village President
PASSED THIS 13th day of October, 2015
Ayes: Trustees Baar, Manzo, Moy, Tiesenga, Yusuf
Nays: None
Absent: Trustee Adler
ATTEST:
Charlotte K. Pruss
Village Clerk
t rC K
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Resolution 2015-FIN-CNTRCT-AUD-R-1497
Authorizing Contract for Auditing Services
Page 3 of 3
EXHIBIT A
VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT ("Agreement") is dated as of Fiscal Year Base T.I.F.
the 13`h day of October, 2015 ("Effective Date"), and is by Audit Report
and between the VILLAGE OF OAK BROOK, an Illinois
municipal corporation ("Village"), and BAKER TILLY 2015 $29,500 $2,300
VIRCHOW KRAUSE, LLP, 1301 West 22"d Street, Suite
400, Oak Brook,Illinois 60523 ("Consultant'). 2016 $30,390 $2,370
IN CONSIDERATION OF the recitals and the 2017 $31,300 $2,440
mutual covenants and agreements set forth in the Agreement,
and pursuant to the Village's statutory powers, the parties 2018 (if the Village exercises its $32,240 $2,510
agree as follows: option pursuant to Section 1. B)
SECTION 1. SCOPE OF SERVICES. 2019 (if the Village exercises its $33,210 $2,590
A. Services. The Village retains the option pursuant to Section 1. B)
Consultant to perform,and the Consultant agrees to perform,
all necessary services to perform the work in connection
with the project identified below ("Services"), which The Consultant shall not bill, and the Village shall not be
Services the Consultant shall provide pursuant to the terms liable for, any additional fees or charges without the prior
and conditions of this Agreement: express written authorization of the Village Manager.
Base auditing services and Tax Increment B. Additional Services. The Village may, in
Financing reporting services("TIF Report")for the its sole discretion, add to the Services a single audit during
Village's 2015, 2016, and 2017 fiscal years, which the Term of this Agreement. In the event that the Village
Services are more fully described in the exercises its option to add a single audit, the single audit
Consultant's Response to the Village's Request for shall be deemed to be part of the Services and governed by
Proposal, dated July 2015, which is attached hereto the terms of this Agreement. The total amount billed by the
as Exhibit A. Consultant for a single audit shall be as follows:
B. Term of Agreement. The term of this
Agreement shall begin on the Effective date and end after Fiscal Year Single Audit
the completion and delivery to the Village of the base audit 2015 $4,000
and TIF Report for the 2017 fiscal year. The Village, in its
sole discretion, may extend the Term of this Agreement for
two one-year periods by providing the Consultant written 2016 $4,120
notice.
2017 $4,240
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed 2018 (if the Village exercises its $4,370
upon by Village and Consultant, but in no event shall the option pursuant to Section 1. B)
Consultant provide the Village the completed annual audit
later than May 31" of each year during the Term of this 2019 (if the Village exercises its $4,500
Agreement("Time of Performance"). option pursuant to Section 1. B)
SECTION 3. COMPENSATION.
C. Taxes, Benefits, and Royalties. Each
A. Agreement Amount. The total amount payment by the Village to the Consultant includes all
billed by the Consultant for the Services under this applicable federal, state, and Village taxes of every kind and
Agreement shall be as follows: nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance,
old age or retirement benefits, pensions, annuities, or similar
benefits and all costs,royalties, and fees arising from the use
of, 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
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payment of any such tax, contribution, premium, costs, providing and performing the Services. Nothing in, nor done
royalties, or fees is hereby waived and released by pursuant to, this Agreement shall be construed to: (1)create
Consultant. the relationship of principal and agent, employer and
employee, partners, or joint venturers between the Village
SECTION 4. REPRESENTATIONS OF and Consultant; or(2)to create any relationship between the
CONSULTANT. The Consultant represents and certifies Village and any subcontractor of the Contractor.
that the Services shall be performed in accordance with the
standards of professional practice, care, and diligence B. Conflicts of Interest. The Consultant
practiced by recognized consultants in performing services represents and certifies that,to the best of its knowledge: (1)
of a similar nature in existence at the Time of Performance, no Village employee or agent is interested in the business of
The representations and certifications expressed shall be in the Consultant or this Agreement; (2) as of the date of this
addition to any other representations and certifications Agreement, neither the Consultant nor any person employed
expressed in this Agreement,or expressed or implied by law, or associated with the Consultant has any interest that would
which are hereby reserved unto the Village. conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
The Consultant further represents that it is financially Consultant nor any person employed by or associated with
solvent, has the necessary financial resources, and is the Consultant shall at any time during the Term of this
sufficiently experienced and competent to perform and Agreement obtain or acquire any interest that would conflict
complete the Services in a manner consistent with the in any manner or degree with the performance of the
standards of professional practice by recognized consultants obligations under this Agreement,
providing services of a similar nature. Joseph Lightcap shall
be primarily responsible for carrying out the Services on C. No Collusion. The Consultant represents
behalf of the Consultant ("Rey Project Personnel"). The and certifies that the Consultant is not barred from
Key Project Personnel shall not be changed without the contracting with a unit of state or local government as a
Village's prior written approval. The Consultant shall result of (1) a delinquency in the payment of any tax
provide all personnel necessary to complete the Services. administered by the Illinois Department of Revenue unless
the Consultant is contesting, in accordance with the
SECTION 5. INDEMNIFICATION• INSURANCE• procedures established by the appropriate revenue act, its
LIABILITY, liability for the tax or the amount of the tax, as set forth in
Section 11-42.1-1 et seq, of the Illinois Municipal Code, 65
A. Indemnification. The Consultant agrees ILCS 5/11-42.1-1 et seq.; or(2)a violation of either Section
to indemnify, hold harmless, and defend (or pay the Village 33E-3 or Section 3313-4 of Article 33E of the Criminal Code
for the costs of defense)the Village and any of its officers, of 1961,720 ILCS 5/33E-I et seq. If at any time it shall be
employees, or agents from and against all liability, claims, found that the Consultant has, in procuring this Agreement,
demands,and causes of action arising out of or related to any colluded with any other person,firm,or corporation,then the
loss, damage, injury, death, or loss or damage to property Consultant shall be liable to the Village for all loss or
resulting from any negligence, errors or omissions by the damage that the Village may suffer, and this Agreement
Consultant in the performance of this Agreement, unless shall,at the Village's option,be null and void.
such loss, damage, injury, or loss or damage to property
results from or arises out of the negligent actions or D. Termination. Notwithstanding any other
omissions by the Village or its officers, employees, or provision hereof, the Village may terminate this Agreement
agents, at any time upon 15 days prior written notice to the
Consultant. In the event that this Agreement is so
B. Insurance. The Consultant acknowledges terminated,the Consultant shall be paid for Services actually
and agrees that the Consultant shall, and has a duty to, performed and reimbursable expenses actually incurred, if
maintain adequate insurance, in an amount, and in a form any, prior to termination, not exceeding the value of the
and from companies, acceptable to the Village. The Services completed.
Consultant's maintenance of adequate insurance shall not be
construed in any way as a limitation on the Consultant's E. Compliance with Laws and Grants.
liability for losses or damages under this Agreement. Consultant shall give all notices, pay all fees, and take all
other action that may be necessary to ensure that the
C. No Personal Liability. No elected or Services are provided, performed, and completed in
appointed official, or employee of the Village shall be accordance with all required governmental permits, licenses,
personally liable, in law or in contract, to the Consultant as or other approvals and authorizations that may be required in
the result of the execution of this Agreement, connection with providing, performing, and completing the
Services, and with all applicable statutes, ordinances, rules,
SECTION 6. GENERAL PROVISIONS. and regulations, including without limitation the Fair Labor
Standards Act; any statutes regarding qualification to do
A. Relationship of the Parties. The business; any statutes prohibiting discrimination because of,
Consultant shall act as an independent contractor in or requiring affirmative action based on, race, creed, color,
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national origin, age, sex, or other prohibited classification, Notices and communications to the Consultant shall be
including, without limitation, the Americans with addressed to,and delivered at,the following address:
Disabilities Act of 1990,42 U.S.C. §§ 12101 et seq., and the
Illinois Human Rights Act, 775 ILCS 511-I01 et seq. Baker Tilly Virchow Krause,LLP
Consultant shall also comply with all conditions of any 1301 West 22'd Street,Suite 400
federal, state, or local grant received by the Village or Oak Brook,Illinois 60523
Consultant with respect to this Agreement or the Services. Attention:Joseph M,Lightcap,CPA,
Consultant shall be solely liable for any fines or civil Partner
penalties that are imposed by any governmental or quasi-
governmental agency or body that may arise, or be alleged to I. Waiver. Neither the Village nor the
have arisen, out of or in connection with Consultant's,or its Consultant shall be under any obligation to exercise any of
subcontractors, performance of, or failure to perform, the the rights granted to them in this Agreement except as it
Services or any part thereof. Every provision of law shall determine to be in its best interest from time to time.
required by law to be inserted into this Agreement shall be The failure of the Village or the Consultant to exercise at any
deemed to be inserted herein, time any such rights shall not be deemed or construed as a
waiver of that right, nor shall the failure void or affect the
E. Default. If it should appear at any time Village's or the Consultant's right to enforce such rights or
that the Consultant has failed or refused to prosecute, or has any other rights.
delayed in the prosecution of,the Services with diligence at
a rate that assures completion of the Services in full J. Third Party Beneficiary. No claim as a
compliance with the requirements of this Agreement, or has third party beneficiary under this Agreement by any person,
otherwise failed,refused,or delayed to perform or satisfy the firm, or corporation shall be made or be valid against the
Services or any other requirement of this Agreement('Event Village.
of Default"), and fails to cure any such Event of Default
within ten business days after the Consultant's receipt of K. Governing*Law; Venue. This Agreement
written notice of such Event of Default from the Village, shall be governed by, construed and enforced in accordance
then the Village shall have the right,without prejudice to any with the internal laws, but not the conflicts of laws rules, of
other remedies provided by law or equity, to (1) terminate the State of Illinois. Venue for any action arising out of this
this Agreement without liability for further payment; or (2) Agreement shall be in the Circuit Court for DuPage County,
withhold from any payment or recover from the Consultant, Illinois.
any and all costs, including attorneys' fees and
administrative expenses, incurred by the Village as the result K. Exhibits. If any conflict exists between this
of any Event of Default by the Consultant or as a result of Agreement and any exhibit attached hereto,the terms of this
actions taken by the Village in response to any Event of Agreement shall prevail.
Default by the Consultant.
[SIGNATURE PAGE FOLLOWS]
G. Assignment, This Agreement may not be
assigned by the Village or by the Consultant without the
prior written consent of the other party.
H. Notice. All notices required or permitted
to be given under this Agreement shall be in writing and
shall be delivered: (l) personally; (2) by a reputable
overnight courier; or by (3) by certified mail, return receipt
requested, and deposited in the U.S. Mail, postage prepaid.
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, as
evidenced by a return receipt. Notices and communications
to the Village shall be addressed to, and delivered at, the
following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook,Illinois 60523
Attention: Sharon Dangles,
AVM/Finance Director
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ATTEST: VI E OF OAK BRO
By. By:
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Charlotte Pruss,Village Clerk Aiccardo F.Ginex,Village Manager
ATTEST: BAKER TILLY VIRCHOW KRAUASE,LLP
By: By
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