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R-1916 - 01/24/2020 - FINANCE - Resolutions Supporting Documents REVIEW OF CONTRACTS Awarding Agen T of Contract: V© i Department: Program/Account Number: ttn 00-0 Awarded Contrast Price: �^ Budgeted Amot: I)m 0 Under$20,000 F-1 $500,001 -$1,000,000 C] $20,000-$500,000 ED Over$1,000,000 7 M Name: Date: Name: Date: �I 6I2�2d Name: Date: Name: Date: Three (3)Originals signed by other party Date/Initials' Original provided to staff member for other party Date/Initials� / IW ��/"��� 1 Ile Original provided to Official Files Date/Initials Ks Village of Oak Brook I Approved by Board of Trustees- Date/Initials: VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the day of SECTION 2. TIME OF PERFORMANCE. The 2021 ("Agreement'j, and is by and Consultant shall perform the Services as mutually agreed between t VILLAGE OF OAK BROOK, an Illinois upon by Village and Consultant, but in no event shall the municipal corporation ("Village'l, and THE NYHART Consultant provide the Village the completed annual COMPANY, INC., 8415 Allison Pointe Blvd., Suite 300, valuation reports later than March 15 of each year during the Indianapolis,Indiana 46250("Consultant"). term of this Agreement("Time of Performance"). IN CONSIDERATION OF the recitals and the SECTION 3. COMPENSATION. mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers, the parties A. Agreement Amount. The total amount billed agree as follows: by the Consultant for the Services under this Agreement shall be as follows: SECTION 1. SCOPE OF SERVICES. The Village retains the Consultant to perform, and the Consultant agrees Year FD PD OPEB Attend to perform, all necessary services to perform the work in Pension Pension Valuation Additional connection with the project identified below ("Services"), Valuation Valuation Board of which Services the Consultant shall provide pursuant to the Trustees terms and conditions of this Agreement: Meetings A. Services. 2021 $7,500 $7,500 $3,000 $340/hr. A_l. Pension actuarial services for the Village 2022 $7,500 $7,500 $6,500 $340/hr. of Oak Brook Fire Pension Fund, Police Pension Fund, and Other Post-Employment 2023 $7,500 $7,500 $3,500 $340/hr. Benefits ("OPEB") Plan for the Village's 2021,2022,2023,2024,and 2025 fiscal years. 2024 $7,500 $7,500 $7,000 $340/hr. A_2. Starting with the January 2021 FD 2025 $7,500 $7,500 $3,500 $340/hr. Pension valuation, PD Pension valuation, and the OPEB valuation, Consultant agrees to provide the Village with a 35 year projection modeler(out to year 2050)in an Excel format, The Consultant shall not bill, and the Village shall not be for each plan,that allows the Village to see the liable for, any additional fees or charges without the prior estimated financial results based on various express written authorization of the Village Manager. assumptions, asset returns, amortization methods, and cost methods to allow the B. Taxes, Benefits, and Royalties. Each Village's Finance Department to perform different scenario's allowing the user to Payment by the Village to the Consultant includes all change the input information. There is no applicable federal,state,and Village taxes of every kind and additional cost for the modeler. nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, B. Term of Amement. The term of this old age or retirement benefits,pensions,annuities,or similar Agreement shall begin on the effective date and benefits and all costs,royalties,and fees arising from the use end after the completion and delivery to the of, or the incorporation into, the Services, of patented or Village of the Oak Brook Fire Pension Fund, copyrighted equipment, materials, supplies, tools, Police Pension Fund, and Other Post- appliances, devices, processes, or inventions. All claim or Employment Benefits ("OPEB") Plan for the right to claim additional compensation because of the Village's 2021 fiscal year. The Village, at its Payment of any such tax, contribution, premium, costs, sole discretion, may extend the Term of this royalties, or fees is hereby waived and released by Agreement for four one-year periods by Consultant. providing the Consultant written notice. 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 1 of a similar nature in existence at the Time of Performance. the Consultant or this Agreement; (2) as of the date of this The representations and certifications expressed shall be in Agreement, neither the Consultant nor any person employed addition to any other representations and certifications or associated with the Consultant has any interest that would expressed in this Agreement,or expressed or implied by law, conflict in any manner or degree with the performance of the which are hereby reserved unto the Village. obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with The Consultant further represents that it is financially the Consultant shall at any time during the term of this solvent, has the necessary financial resources, and is Agreement obtain or acquire any interest that would conflict sufficiently experienced and competent to perform and in any manner or degree with the performance of the complete the Services in a manner consistent with the obligations under this Agreement. standards of professional practice by recognized consultants providing services of a similar nature. Mike Zurek, FCA, C. No Collusion. The Consultant represents EA, MAAA, shall be primarily responsible for carrying out and certifies that the Consultant is not barred from the Services on behalf of the Consultant ("Key Project contracting with a unit of state or local government as a Personnel'). The Key Project Personnel shall not be result of (1) a delinquency in the payment of any tax changed without the Village's prior written approval. The administered by the Illinois Department of Revenue unless Consultant shall provide all personnel necessary to complete the Consultant is contesting, in accordance with the the Services. procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in SECTION 5. INDEMNIFICATION, INSURANCE, Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 LIABILITY. ILCS 5/11-42.1-1 et seq.; or(2)a violation of either Section 33E-3 or Section 33E4 of Article 33E of the Criminal Code A. Indemnification. The Consultant of 1961,720 ILCS 5/33E-1 et seq. If at any time it shall be proposes and agrees that the Consultant shall indemnify and found that the Consultant has, in procuring this Agreement, save harmless the Village against all damages, liability, colluded with any other person,firm,or corporation,then the claims, losses, and expenses (including attorneys' fee) that Consultant shall be liable to the Village for all loss or may arise, or be alleged to have arisen, out of or in damage that the Village may suffer, and this Agreement connection with the Consultant's performance of, or failure shall,at the Village's option,be null and void. to perform,the Services or any part thereof, or any failure to meet the representations and certifications set forth in D. Termination. Notwithstanding any other Section 4 of this Agreement. provision hereof, the Village may terminate this Agreement at any time upon 15 days prior written notice to the B. Insurance. The Consultant acknowledges Consultant. In the event that this Agreement is so and agrees that the Consultant shall, and has a duty to terminated,the Consultant shall be paid for Services actually maintain adequate insurance, in an amount, in a form, from performed and reimbursable expenses actually incurred, if companies,and pursuant to the terms,as set forth in Exhibit any, prior to termination, not exceeding the value of the A.The Consultant's maintenance of adequate insurance shall Services completed. not be construed in any way as a limitation on the Consultant's liability for losses or damages under this E. Compliance with Laws and Grants. 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, providing and performing the Services. Nothing in or done national origin, age, sex, or other prohibited classification, pursuant to this Agreement shall be construed to: (1) create including, without limitation, the Americans with the relationship of principal and agent, employer and Disabilities Act of 1990,42 U.S.C. §§ 12101 et seq.,and the employee, partners, or joint venturers between the Village Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. and Consultant; or(2)to create any relationship between the Consultant shall also comply with all conditions of any Village and any subcontractor of the Consultant. federal, state, or local grant received by the Village or Consultant with respect to this Agreement or the Services. B. Conflicts of Interest. The Consultant Consultant shall be solely liable for any fines or civil represents and certifies that,to the best of its knowledge: (1) penalties that are imposed by any governmental or quasi- no Village employee or agent is interested in the business of governmental agency or body that may arise,or be alleged to 2 have arisen, out of or in connection with Consultant's, or its Notices and communications to the Consultant shall be subcontractors, performance of, or failure to perform, the addressed to,and delivered at,the following address: Services or any part thereof. Every provision of law required by law to be inserted into this Agreement shall be The Nyhart Company,Inc. deemed to be inserted herein. 8415 Allison Pointe Blvd,Suite 300 Indianapolis,Indiana 46250 F. Default. If it should appear at any time Attention: Carter Angell,CEO that the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at I. Waiver. Neither the Village nor the a rate that assures completion of the Services in full Consultant shall be under any obligation to exercise any of compliance with the requirements of this Agreement, or has the rights granted to them in this Agreement except as it otherwise failed,refused,or delayed to perform or satisfy the shall determine to be in its best interest from time to time. Services or any other requirement of this Agreement("Event The failure of the Village or the Consultant to exercise at any of Defauh'), and fails to cure any such Event of Default time any such rights shall not be deemed or construed as a within ten business days after the Consultant's receipt of waiver of that right, nor shall the failure void or affect the written notice of such Event of Default from the Village, Village's or the Consultant's right to enforce such rights or then the Village shall have the right,without prejudice to any any other rights. other remedies provided by law or equity, to (1) terminate this Agreement without liability for further payment; or (2) J. Third Party Beneficiary. No claim as a withhold from any payment or recover from the Consultant, third party beneficiary under this Agreement by any person, any and all costs, including attorneys' fees and firm, or corporation shall be made or be valid against the administrative expenses,incurred by the Village as the result Village. of any Event of Default by the Consultant or as a result of actions taken by the Village in response to any Event of K Governin¢Law; Venue. This Agreement Default by the Consultant. shall be governed by, construed and enforced in accordance with the internal laws, but not the conflicts of laws rules, of G. Assignment. This Agreement may not be the State of Illinois. Venue for any action arising out of this assigned by the Village or by the Consultant without the Agreement shall be in the Circuit Court for DuPage County, prior written consent of the other party. Illinois. H. Notice. All notices required or permitted L. Exhibits. If any conflict exists between this to be given under this Agreement shall be in writing and Agreement and any exhibit attached hereto,the terms of this shall be delivered: (1) personally; (2) by a reputable Agreement shall prevail. overnight courier; or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. M.No Disclosure of Confidential Information by Unless otherwise expressly provided in this Agreement, the Consultant. The Consultant acknowledges that it shall, notices shall be deemed received upon the earlier of. (a) in performing the Services for the Village under this actual receipt; (b) one business day after deposit with an Agreement,have access,or be directly or indirectly exposed, overnight courier as evidenced by a receipt of deposit; or(c) to Confidential Information. The Consultant shall hold three business days following deposit in the U.S. mail, as confidential all Confidential Information and shall not evidenced by a return receipt. Notices and communications disclose or use such Confidential Information without the to the Village shall be addressed to, and delivered at, the express prior written consent of the Village. The Consultant following address: shall use reasonable measures at least as strict as those the Consultant uses to protect its own confidential information. Village of Oak Brook Such measures shall include, without limitation, requiring 1200 Oak Brook Road employees and subcontractors of the Consultant to execute a Oak Brook,Illinois 60523 non-disclosure agreement before obtaining access to Attention: Jason Paprocki, Confidential Information. Finance Director 3 ATTEST: VILLAGE OF OAK BROO By: By. > Charlotte Pruss,Village Clerk Riccardo F.Ginex,Village Manager ATTEST: THE NYHART COMPANY,INC. By: By ai— /41 0 ',! Jennifer WMkel Carter M.Angell Title: General Counsel Its: Vice President&CEO 4 EXHIBIT A Consultant Insurance Requirements Consultant shall maintain for the term of this Agreement,and for a period of twelve months after the services is contracted for hereunder have been completed,insurance policies covering: 1. Workers Compensation and Employers Liability Insurance: Statutory limits=$500,000 per accident. 2. Comprehensive General Liability Insurance: $2,000,000 per occurrence combined single limit. 3. Comprehensive Automobile Liability Insurance: $1,000,000 combined single limit,any auto. 4. Professional Liability Insurance(errors and omissions): $2,000,000 per claim and in aggregate. 5. Umbrella or excess liability: $1,000,000 per occurrence. If CONSULTANT carries Comprehensive General Liability Insurance in an amount of$2,000,000 or greater,this requirement may be waived. 6. Consultant will provide the Village with a certificate of insurance and additional insured endorsement showing the Village added to the General Liability Insurance as an additional insured. 7. Coverage shall not be suspended,voided,canceled,or reduced except after thirty(30)days prior written notice by certified mail has been given to the Village. If a standard Certificate of Insurance form is used with a cancellation clause,the words "endeavor to" and"but failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or representatives" will be stricken or crossed out. 5