Loading...
Energy and Peak Power Study_201301101148132819VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the 26th day of September, 2012 ('Agreenrent'�, and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village'% and the OGNI GROUP, of 4415 W. Harrison, Suite 513, Hillside, Illinois ("Constrbmtf'). 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. 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 identifled below (':Services"), which Services the Consultant shall provide pursuant to the terns and conditions of this Agreement: The Consultant will perform a complete energy and peak power study on the 5 Village facilities as described below fit order to develop backup power capabilities: • Village Hall; • Village Public Works Building; • Village Library; • Village Golf Clubhouse; and • Village Bath and Tennis Center. The Consultant's engineers will conduct field studies and staff interviews for each building as well as analyze all utility consumption, architectural drawings, and operational data. The Consultant's final deliverables are as follows: • Emergency Electrical Generation Repot and Recommendations to serve system load requirements; • Utility and Peak Load Analysis; • Greenhouse Gas (6110) Emissions Report; • Energy Conservation Measure Recommendations; and • Potential Renewable Energy Solutions. SECTION 2. TIME OF PERFORMANCE, The Consultant shall perform the Services on or before November 9', 2012. ("Nine of ferforntonce"). SECTION 3. COMPENSATION. A. Aereement Amount. The total amount billed by the Consultant for the Services ruder this Agreement shall not exceed $8,500.00 ("Payment"), including reimbursable expenses, without the prim' express written authorization of the Village Manager. The terms for payment to the Consultant shall be as follows: The Consultant shall submit an invoice to the Village With its final deliverables. The Village' shall pay the Consultant within 30 days after receipt of the invoice and receiving the final deliverables. 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, acrd premiums for unemployment insurance, old age or rethement 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 tine Time of Performance. The representations and cerfiftcations expressed shall be in, addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which ore 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 Cohsultadl shall provide all personnel necessary to complete the Services: SECTION S. 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 file 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 Agrewoont. C. No Personal Liability. No elected or appointed official, or employee of the Village shall be personally liable, in law or in contract, to tine 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 Consultor; 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 tine 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 fd 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 (fie 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;wq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 3313.4 of Article 33B of the Criminal Code of 1961, 720 ILCS 5/3313-1 et .req. 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 die 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 ("Evert 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 hilhcr payment; or (2) withhold from any payment or recover from the Consultant, any and all costs, including attorneys' fees and administrative expenses, inomTed 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 otter party. H. Notice. All notices required or permitted to be given under thls Agreement shall be in writing and shall bo 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 atter 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 ak 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: The Ogni Group 4415 W. Harrison Suite 513 Hillside, Illinois 60162 Attention: Charles Engasser I. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the #11563690_vl 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. d. Third Party Benefieiarv. No claim as a thud party beneficiary under thin Agreement by any person, firm, or corporation shall be made or be valid against the Village. VILLAGE OF OAK BROOK By. I II David Niemeyer, Village Manager ATTEST II I, B Charlotte Press, Village Clerk THE OGNI GROUP Itswnssy earth 0 —zi— ATTEST; By: Title: