Asset Value Villages Water System Zones 1 thru 3VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the 141% of ZF511146 , , 2017 ("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, an Illinois municipal corporation ("Village"), and AMERICANINFRASTRUCTURE TECHNOLOGIES, INC 825
N. CASS AVE., SUITE 309, WESTMONT, ILLINOIS 60559 ("ConsultanP').
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the
Village's statutory powers, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES The Village
retains the 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 Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Review Asset Value of the Vdlage's Water System Located
North of Butterfield Road and Outside of Village
Boundaries, as more fully described in the a0ached proposal
dated January 30, 2016.
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform and complete the Services as
mutually agreed upon by the Village and Consultant, but in no
event later than March 31, 2017 ("Time of Performance').
SECTION 3. COMPENSATION.
A. Aereement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $6,600.00, including reimbursable expenses,
without the prior express written authorization of the Village
Manager. The terms for payment to the Consultant shall be as
follows:
Net 30 days following completion and final approval by the
Village.
B. 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 at the Time of Performance. 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. Bob Khan, P.E. shall be
primarily responsible for carrying out the Services on behalf
of the Consultant ("Key Project Personnel'). The Key Project
Personnel shall not be changed without the Village's prior
written approval. The Consultant shall provide all personnel
necessary to complete the Services. The Consultant shall
provide all personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATION. 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 of, 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.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a duty to,
maintain adequate 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 term 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 seg.; or
(2) a violation of either Section 33E-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 15 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 of, 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
5/1-101 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 of, 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 Services 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
DefauU'), 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.
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: (1) 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: Doug Patchin, Public Works
Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
American Infrastructure Technologies, LLC
825 N. Cass Ave., Suite 309
Westmont, Illinois 60559
Atm: Bob Khan, RE
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 best interest from time to time. 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
ATOarotte
By:
®russ,iflaggeCloerk
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 Beneficiary. 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.
K. Governine Law: Venue. This Agreement shall be
governed by, construed and enforced in accordance with the
internal laws, but not the conflicts of laws rules, of the State of
Illinois. Venue for any action arising out of this Agreement
shall be in the Circuit Court for DuPage County, Illinois.
L. Exhibits. If any conflict exists between this
Contract and any exhibit attached hereto, the terms of this
Contract shall prevail.
V01croFa By
Gmex, Villageanage
ATTEST AMERICAN INFRASTRUCTURE TECHNOLOGIES, LLC
By:
Its:
ey:
Title:
411563377 vl
American Infrastructure
Technologies, LLC
825 N. Cass Ave, Suite 309, Westmont, IL 60559
P -630-325-8000;F-630-756-4152
www.aminfratech.com
Mr. Doug Patchin January 30, 2017
Director of Public Works
Village of Oak Brook
1200 Oak Brook Rd.
Oak Brook, IL 60523
Re: Proposal to review the asset value of the village's water system located north of Butterfield
Rd. and outside of Village boundaries. (Zones 1, 2 and 3 identified by the Village)
Dear Mr. Patchin:
American Infrastructure Technologies, LLC is pleased to provide a proposal for the referenced
study.
Proiect Scope:
The project scope is based on the following:
1. Tabulate water system assets located in the study area into 3 zones. These zones have
been identified by the Village.
2. Calculate value of these assets based on Replacement Cost New Less Depreciation
(RCNLD) value of the water system and Original Cost New Less Depreciation (OCNLD).
The GASB information from the Village would be used as a basis of this analysis.
3. Recommend a range of value to the 3 zones for a possible sale by the Village.
4. Analysis of sale of the properties on future O&M of the remainder of the water system.
Approach:
The RCNLD value of the system would be based on Village supplied quantities of watermain,
valves and hydrants. The age of the system would be based on information supplied by the
Village. The capital and maintenance needs would be based on previous studies and any
current information such as main break history. Physical inspection of water mains and facilities
is not included in the scope of this study.
Deliverables:
A memo report detailing the background, previous studies, cost estimates and
assumption used.
Presentation to the Village board, if requested.
American Infrastructure
AIT
Technologies, LLC
Schedule:
Initial data gathering — 1 week after notice to proceed
Develop draft memo. report — 1 weeks after notice to proceed
Finalize memo report — 1 week after receiving any comments from the Village
Compensation:
The estimated hours to complete the study are as follows:
Initial data gathering • •
2
RCNLD and OCNLD Values of System
20
Maintenance and Capital Cost of
Northwest system
6
O8M Impact of Divesting System
4
Meet with Village to discuss draft memo
2
Finalize memo report
4
Presentation to Village Board
2
Total
40
Based on current Project Principal/Senior Engineer billing rate of $165/hour, the estimated cost
of this study is $6,600. Billing would be based on actual hours spent.
Thank you for the opportunity to submit this proposal. Please feel free to contact me if you have
any questions or would like additional information.
Please don't hesitate to contact me if you have any questions or want to discuss this further.
Respectfully,
Bob Khan, P.E.
Principal