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R-1247 - 03/26/2013 - ADJUDICATION OFFICER - ResolutionsRESOLUTION 2013 - ADJUD - OFCR -PD -R -1247 A RESOLUTION APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND MARQUARDT & BELMONTE, P.C. FOR ADMINISTRATIVE ADJUDICATION HEARING OFFICER SERVICES WHEREAS, the Village desires to retain an attorney to perform administrative adjudication hearing officer services for the Village ( "Services "); and WHEREAS, pursuant to Section 1- 7-6(B) of the Village Code of the Village of Oak Brook, Illinois, the Village invited requests for qualifications ( "RFQI to perform the Services and received 9 sealed responses, which were opened on February 27, 2013; and WHEREAS, Village staff has determined that Marquardt & Belmonte, P.C. ( "M &B") has the qualifications necessary to perform the Services and would provide the best value to the Village; and WHEREAS, the Village and M &B desire to enter into and execute an agreement for M &B to perform the Services in substantially the form attached to this Resolution as Exhibit A ( "Agreemenf'); and WHEREAS, the President and Board of Trustees have determined that it is in the best interest of the Village to enter into the Agreement; 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 the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and M &B in a final form to be prepared and approved by the Village Attorney and Village Manager. Section 3: Execution of Agreement. The Village President and the Village Clerk shall be, and are hereby, authorized to execute the approved final Agreement on behalf of the Village. 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 2013 - ADJUD- OFCR -PD -R -1247 Administrative Adjudication Hearing Officer Services 2 of APPROVED THIS 26th day of March, 2013 Gopal G. Lalmalani Village President PASSED THIS 26th day of March, 2013 Ayes: Trustees Aktiois. Manzo. Mov. Wolin. Yusuf. Zannis Nays: None ATTEST: ,r dkt'-L&� 4i wJ4 Charlotte K. Pruss Village Clerk EXHIBIT A Agreement #12723549_vl Resolution 2013- ADJUD- OFCR -PD-R -1247 Administrative Adjudication Hearing Officer Services 3 of VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT s AGREEMENT is dated as of the Zk day of 013 ( "Agreement's, and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ( "Village'), and MARQUARDT & BELMONTE, EC., 311 S. County Farm Road, Suite I, Wheaton, Illinois ( "Consultant"). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory and home rule powers, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. Except as specifically provided in the text of this Agreement, the Consultant shall, and does hereby, accept the selection and agrees to provide Administrative Hearing Officer services ( "Services's to the Village in the manner set forth in the following documents: A. The RFQ, a copy of which is attached as Exhibit A; and B. The Consultant's proposal, a copy of which is attached to this Agreement as Exhibit B ( "Consultant Proposal "). In the event of a conflict between an Exhibit and the text of this Agreement, the text of this Agreement shall control. In the event of a conflict between the RFQ and the Consultant Proposal, for which the Consultant Proposal expressly accepts the terms of the RFQ, then the Consultant Proposal shall control. In the event of any other conflict between the RFQ and the Consultant Proposal, the RFQ shall control. SECTION 2. TERM. The Consultant shall perform the Services for a term of one year beginning on unless this Agreement is earlier terminated pursuant to the terms of this Agreement (`Initial Term'). The Village shall have the right, but not the obligation, to extend this Agreement for two additional one- year terms immediately following the Initial Term. SECTION 3. COMPENSATION. A. Agreement Amount. The Consultant agrees to charge, and the Village agrees to compensate the Consultant $185.00 per hour for all work performed at, and preparing for, the hearings. The Consultant agrees to charge, and the Village agrees to compensate Consultant $120.00 per hour for travel time. The Consultant shall not charge, nor be entitled to compensation or reimbursement for any other fees or costs without the prior express written authorization of the Village Manager. The terms for payment to the Consultant shall be as follows: B. Invoices and Payment. The Consultant shall submit invoices in an approved format to the Village Manager for performing the Services. Invoices shall be submitted to the Village on a monthly basis. The amount billed in each invoice for the Services shall be based solely upon the rates set forth in this Agreement. The Village shall pay to the Consultant the amount billed within 45 days after receiving such an invoice. Hours will only be billed to reflect services provided by Consultant to Client for requested services pursuant to this Agreement. If no service is provided in a given month, an invoice will not be generated for that period. C. Records. The Consultant shall maintain records showing actual time devoted, and shall permit the Village to inspect and audit all data and records of the Consultant for work done pursuant to this Agreement. The records shall be made available to the Village at reasonable times during the term of this Agreement, and for one year after the termination of this Agreement. D. Additional Services. The Consultant acknowledges and agrees that the Village 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 Village, except upon the prior written consent of the Village. E. Taxes. Benefits. and Royalties. Each payment by the Village to the Consultant includes all applicable federal, state, and Village 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, 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 payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. SECTION 4. REPRESENTATIONS OF CONSULTANT. The Consultant represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence practiced by recognized consultants in performing services of a similar nature in existence during the term of this . Agreement. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. The Consultant further represents that it is.financially solvent, has the necessary financial resources, and is sufficiently experienced and competent to perform and complete the Services in a manner consistent with the standards of professional practice by recognized consultants providing services of a similar nature. The Consultant shall provide all personnel necessary to complete the Services. Consultant represents and warrants to the Village that it will only use attorneys employed by the Consultant to provide the Services who: (1) are and have been for the three years immediately preceding the Effective Date of this Agreement duly licensed and in good standing as attorneys in the State of Illinois; and (2) have no knowledge of any administrative proceedings or other matters which would affect the attorney's licensure within the State of Illinois. The Consultant agrees that the foregoing representations constitute continuing obligations and that if Consultant uses any attorneys to provide the Services that fail to meet such requirements, or if Consultant uses attorneys to provide Services that have their licenses suspended or terminated by the Illinois Attorney Registration and Disciplinary Commission, this Agreement will be immediately terminated. SECTION 5. M INSURANCE; LIABILITY. A. Indemnification. The Consultant proposes and agrees that the Consultant shall indemnify, save harmless, and defend the Village against all damages, liability, claims, losses, and expenses (including attorneys' fee) that may arise, or be alleged to have arisen, out of or in connection with the Consultant's performance ot; or failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 4 of this Agreement. Notwithstanding anything contained herein to the contrary, the parties expressly agree that Consultant shall not be obligated to indemnify the Village for any damages, liability, claims, losses, and expenses (including attorneys' fees) for an appeal to the Circuit Court. B. Insurance. The Consultant acknowledges and agrees that the Consultant shall, and has a duty to, maintain adequate professional liability insurance, in an amount, and in a form and from companies, acceptable to the Village. The Consultant's maintenance of adequate insurance shall not be construed in any way as a limitation on the Consultant's liability for losses or damages under this Agreement. C. No Personal Liability. No elected or appointed official, or employee of the Village shall be personally liable, in law or in contract, to the Consultant as the result of the execution of this Agreement. SECTION 6. GENERAL PROVISIONS. A. Relationship of the Parties. 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 to: (1) create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and Consultant; or (2) to create any relationship between the Village and any subcontractor of the Contractor. B. Conflicts of Interest The Consultant represents and certifies that, to the best of its knowledge: (1) no Village employee or agent is interested in the business of the Consultant or this Agreement; (2) as of the date of this Agreement, neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the Consultant shall at any time during the tern of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. C. No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its 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 ILCS 5/11- 42.1 -1 et seq.; or (2) a violation of either Section 3313-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E -1 et seq. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. D. Termination. Notwithstanding any other provision hereof, the Village may terminate this Agreement at any time upon 30 days prior written notice to the Consultant. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of the Services completed. E. Compliance with Laws and Grants. Consultant shall give all 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 ot; or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 511 -101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by the Village or Consultant with respect.to this Contract or the Services. Consultant 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 Consultant's, or its subcontractors, performance ot; or failure to perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. F. Default. If it should appear at any time that the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Set-vices with diligence at a rate that assures 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 Defau/t'j, and fails to cure any such Event of Default within ten business days after the Consultant's receipt of written notice of such Event of Default from the Village, then the Village shall have the right, without prejudice to any other remedies provided by law or equity, to (1) terminate this Agreement without liability for further payment; or (2) withhold from any payment or recover from the Consultant, any and all costs, including attorneys' fees and administrative expenses, incurred by the Village as the result of any Event of Default by the Consultant or as a result of actions taken by the Village in response to any Event of Default by the Consultant. C. 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: (I) 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: With a copy to: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Village Manager Holland & Knight LLP 131 S. Dearborn, 30 "' Floor Chicago, Illinois 60603 Attention: Peter M. Friedman, Village Attorney Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: William T BelmonteMVAuardt & Belmonte, P.C. 311 S. County Farm Rd., Suite I Wheaton. IL 60187 1. Waiver, Neither the Village nor the Consultant shall be under any obligation to exercise any of the rights granted to them in this Agreement except as it shall determine to be in its bet interest from time to time. 3 The failure of the Village or the Consultant to exercise at any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Village's or the Consultant's right to enforce such rights or any other rights, J. Third Party Benefieianv. No claim as a third party beneficiary under this Agreement by any person, firm or corporation shall be made or be valid against the Village. VILLAGEO KBROOK By: David Niemeyer, Village Manager ATTEST . By: _ Charlotte Pruss, Village Clerk CONSULTANT 14 By: Its: ATTEST: By Its: