Water Rate Study UpdateVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the2-6 day of 018 ("Agreement's, and is by and between the VILLAGE OF
OAK BROOK, an Illinois municipal corporation ("P age'% and AMERICAN INFRASTRUCTURE TECHNOLOGIES, INC. 815
N. CASSAVE-, SUITE 309, WESTMONT, ILLINOIS 60559 ("Consultant').
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:
Water Rate Study Update, as more fully described in the
attached proposal dated September 11, 2018.
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 December 31, 2018 ("Time of
Performance").
SECTION 3.
A. Aereement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed 87,920.00, 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 andflnal 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. 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, orjoint 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 seq.; or
(2) a violation of either Section 3313-3 or Section 3313-4 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
Default'% 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 parry.
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
Attn: Bob Khan, P.E., Principal
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 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. Governing 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.
ATTEST
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Charlotte Pruss, Village Clerk
#11563377 vl
L. Conflicts: Exhibits. If any term or provision
in this Agreement conflicts with any tern or provision of an
attachment or exhibit to this Agreement, the terms and
Provisions of this Agreement shall control.
M. No Disclosure of Confidential Information b
the Consultant. The Consultant acknowledges that it shall, in
performing the Services for the Village under this Agreement,
have access, or be directly or indirectly exposed, to
Confidential Information. The Consultant shall hold
confidential all Confidential Information and shall not disclose
or use such Confidential Information without the express prior
written consent of the Village. The Consultant shall use
reasonable measures at least as strict as those the Consultant
uses to protect its own confidential information. Such
measures shall include, without limitation, requiring
employees and subcontractors of the Consultant to execute a
non -disclosure agreement before obtaining access to
Confidential Information.
AMERICAN INFRASTRUCTURE TECHNOLOGIES, LLC
By:
Its:/N(aQm
EXHIBIT A
(Proposal dated September 11, 2018)
AITAmerican 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
Director of Public Works
Village of Oak Brook
1200 Oak Brook Rd.
Oak Brook, IL 60523
Re: Proposal to Update the 2015 Water Rate Study Memo Report
Dear Mr. Patchin:
September 12, 2018
American Infrastructure Technologies, LLC is pleased to provide a proposal for the referenced
study.
Project Scope:
Water Rate Study Update - 2018
• Review background material:
o Latest version of Village of Oak Brook Financial Plan
o Review DuPage Water Commission documents/rates
o Review any updates to City of Chicago rate structure
• Review updated Capital Improvement Plan
• Review current operating expenses report from the Village
• Update projected 4 year water sales figures
• Update operating expenses projections for 4 years
• Update the timing of capital improvement after discussion with the Village Staff
• Work with DuPage Water Commission to project purchased water rates over 4 years
1
AITAmerican Infrastructure
Technologies, LLC
Update the revenue and expenses over time to determine the revenue requirement of the
water system
• Based on the revenue requirement and projected water sales, update the proposed water
rates for next 4 years, including out of town rates
• Present the rate findings in memo report format with tables and graphs
Deliverables:
A memo report with background, previous studies, cost estimates and assumption used.
Presentation to the Village board, if requested.
Schedule:
Initial data gathering — 2 week after notice to proceed
Develop draft memo. report — 8 weeks after notice to proceed
Finalize memo report — 2 week after receiving any comments from the Village
Compensation:
The estimated hours to complete the studv are as follows
Task
Estimated
Hours
Review Water Rate Study —October 2010 and 2015 update
2
Review latest version of village of Oak Brook Financial Plan
3
Review DuPage Water Commission documents/rates
1
Review City of Chicago rate structure
1
Review updated Capital Improvement Plan
4
Review current operating expenses report from the Village --6
Update projected 4 year water sales figures
3
Update operating expenses projections for 4 years
4
Update the timing of capital improvement after discussion with the Village Staff
2
Work with DuPage Water Commission to project purchased water rates over 4
ears
2
Update the revenue and expenses over time to determine the revenue
requirement of the waters stem
4
Based on the revenue requirement and projected water sales, update the
proposed water rates for next 4 years, including out of town rates
10
2
AITAmerican Infrastructure
Technologies, LLC
'resent the rate findings in a memo report format with tables and graphs
T
Project Principal/Manager - 48 hours
Based on current Project Principal/Manager billing rate of $165/hour, the estimated cost of this
study is $7,920. 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.
Respectfully,
Bob Khan, P.E.
Principal
191