Computer Network Consulting Services VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the Y day of 2021A reement
(" g '), and is by and between the
VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, Ilinois, 60523 an Illinois municipal corporation ("Village'),
and CLIENTFIRST CONSULTING GROUP LLC, 980 Montecito Wive,Suite 209,Corona,CA 92879-1793 ("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 SECTION 3. REPRESENTATIONS OF
retains the Consultant to perform,and the Consultant agrees to CONSULTANT. The Consultant represents and certifies that
perform, all necessary services to perform the work in the Services shall be performed in accordance with the
connection with the project identified below ("Services"), standards of professional practice, care, and diligence
which Services the Consultant shall provide pursuant to the practiced by recognized consultants in performing services of
terms and conditions of this Agreement: a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
Time and Material Computer Network Consulting Services addition to any other representations and certifications
for Information Technology, as more fully described in the expressed in this Agreement, or expressed or implied by law,
attached proposal which are hereby reserved unto the Village.
TIME OF PERFORMANCE. The Consultant shall perform The Consultant further represents that it is financially solvent,
the Services as mutually agreed upon by the Village and has the necessary financial resources, and is sufficiently
Consultant("Time of Performance'. experienced and competent to perform and complete the
Services in a manner consistent with the standards of
SECTION 2. COMPENSATION. professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
A. Agreement Amount. The total amount personnel necessary to complete the Services.
billed by the Consultant for the Services under this Agreement
shall not exceed$12,540.00, including reimbursable expenses, SECTION 4. INDEMNIFICATION; INSURANCE;
without the prior express written authorization of the Village LIABILITY.
Manager.
A. Indemnification. The Consultant proposes
B. Taxes, Benefits, and Royalties. Each and agrees that the Consultant shall indemnify and save
payment by the Village to the Consultant includes all harmless the Village against all damages, liability, claims,
applicable federal, state, and Village taxes of every kind and losses, and expenses (including attorneys' fee) that may arise,
nature applicable to the Services as well as all taxes, or be alleged to have arisen, out of or in connection with the
contributions, and premiums for unemployment insurance, old Consultant's performance of, or failure to perform, the
age or retirement benefits, pensions, annuities, or similar Services or any part thereof, or any failure to meet the
benefits and all costs, royalties, and fees arising from the use representations and certifications set forth in Section 4 of this
of, or the incorporation into, the Services, of patented or Agreement.
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim B. Insurance. The Consultant acknowledges
additional compensation by reason of the payment of any such and agrees that the Consultant shall, and has a duty to,
tax, contribution, premium, costs, royalties, or fees is hereby maintain adequate insurance, in an amount, and in a form and
waived and released by Consultant. from companies, acceptable to the Village, as per Title 1
Chapter 8 of the Village Code. The Consultant's maintenance
C. Payment of Agreement Amount. of adequate insurance shall not be construed in any way as a
Payments shall be made pursuant to the terms of the Local limitation on the Consultant's liability for losses or damages
Government Prompt Payment At,50 ILCS 505/3 et.seq. 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.
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SECTION 5. GENERAL PROVISIONS. are provided,performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
A. Relationship of the Parties. The and authorizations that may be required in connection with
Consultant shall act as an independent contractor in providing providing, performing, and completing the Services, and with
and performing the Services. Nothing in, nor done pursuant all applicable statutes, ordinances, rules, and regulations,
to, this Agreement shall be construed to: (1) create the including without limitation the Fair Labor Standards Act; any
relationship of principal and agent, employer and employee, statutes regarding qualification to do business; any statutes
partners, or joint venturers between the Village and prohibiting discrimination because of, or requiring affirmative
Consultant; or (2) to create any relationship between the action based on,race,creed,color,national origin,age,sex, or
Village and any subcontractor of the Contractor. other prohibited classification, including, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. §§
B. Conflicts of Interest. The Consultant 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
represents and certifies that, to the best of its knowledge: (1) 5/1-101 et seq. Consultant shall also comply with all
no Village employee or officer or agent is interested in the conditions of any federal, state, or local grant received by the
business of the Consultant or this Agreement; (2) as of the Village or Consultant with respect to this Contract or the
date of this Agreement, neither the Consultant nor any person Services. Consultant shall be solely liable for any fines or
employed or associated with the Consultant has any interest civil penalties that are imposed by any governmental or quasi-
that would conflict in any manner or degree with the governmental agency or body that may arise, or be alleged to
performance of the obligations under this Agreement; and (3) have arisen, out of or in connection with Consultant's, or its
neither the Consultant nor any person employed by or subcontractors, performance of, or failure to perform, the
associated with the Consultant shall at any time during the Services or any part thereof. Every provision of law required
term of this Agreement obtain or acquire any interest that by law to be inserted into this Contract shall be deemed to be
would conflict in any manner or degree with the performance inserted herein.
of the obligations under this Agreement.
F. Default. If it should appear at any time that
C. No Collusion. The Consultant represents the Consultant has failed or refused to prosecute, or has
and certifies that the Consultant is not barred from contracting delayed in the prosecution of, the Services with diligence at a
with a unit of state or local government as a result of(1) a rate that assures completion of the Services in full compliance
delinquency in the payment of any tax administered by the with the requirements of this Agreement, or has otherwise
Illinois Department of Revenue unless the Consultant is failed, refused,or delayed to perform or satisfy the Services or
contesting, in accordance with the procedures established by any other requirement of this Agreement ("Event of
the appropriate revenue act, its liability for the tax or the Default'; and fails to cure any such Event of Default within
amount of the tax, as set forth in Section 11-42.1-1 et seq. of ten business days after the Consultant's receipt of written
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or notice of such Event of Default from the Village, then the
(2) a violation of either Section 33E-3 or Section 33E-4 of Village shall have the right, without prejudice to any other
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 remedies provided by law or equity, to (1) terminate this
et seq. If at any time it shall be found that the Consultant Agreement without liability for further payment; or (2)
has, in procuring this Agreement, colluded with any other withhold from any payment or recover from the Consultant,
person, firm,or corporation,then the Consultant shall be liable any and all costs, including attorneys' fees and administrative
to the Village for all loss or damage that the Village may expenses, incurred by the Village as the result of any Event of
suffer, and this Agreement shall, at the Village's option, be Default by the Consultant or as a result of actions taken by the
null and void. Village in response to any Event of Default by the Consultant.
D. Termination. Notwithstanding any other G. Assignment. This Agreement may not be
provision hereof, the Village may terminate this Agreement at assigned by the Village or by the Consultant without the prior
any time upon 15 days prior written notice to the Consultant. written consent of the other party.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and H. Notice. All notices required or permitted to
reimbursable expenses actually incurred, if any, prior to be given under this Agreement shall be in writing and shall be
termination, not exceeding the value of the Services delivered: (1)personally; (2)by a reputable overnight courier;
completed. (3)by certified mail,return receipt requested,and deposited in
the U.S.Mail,postage prepaid; or by(4)electronic notice with
E. Compliance with Laws and Grants. evidence of delivery. Unless otherwise expressly provided in
Consultant shall give all notices, pay all fees, and take all this Agreement, notices shall be deemed received upon the
other action that may be necessary to ensure that the Services earlier of. (a) actual receipt; (b)one business day after deposit
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w ith un overnight courier as evidenced by a receipt of dclx+sit; K. Ct nfllct& ExbIb,Its. If any term or
or(c) three businesss days Hollowing deposit in the U.S.. mnil, provision in this Agreement conflicts with a►ty legit► or
as evidenced by u rviurn receipt. Notices and communications provision of an attachment or exhibit to this Agreement, the
to the Village shall be addressed to, and delivered at, the terms and provisions of this Agreement shall control.
following address:
11. Governing Lavvs. This Agreement and the
Village of Oak Brook rights or(honer and Consultant under this Agreement shall be
1200 Oak Brook Road interpreied according to the internal laws, but not the conflict
Oak Brook,Illinois 60523 of laws rules,of the State of Illinois; the venue for any legal
Attention: Jim Fox,Information action arising in connection with this Agreementt shall be in
'I echnology Director the Circuit Court of DuPage County,Illinois.
Notices and coinmunications to the Consultant shall be M. Pio Disclosure of Confidential Information by
addressed to,and delivered at,the following address: lite Consultant. Confidential information means alt material,
non-public, business-related information. written or oral,
C'licntPirst Consulting Group LLC whether or not it is marked that is disclosed or made available
980 Montecito[hive,Suite 209 to the Consultant,directly or indirectly,through any means of
Corona,CA 92879-1793 communication or observation. The Consultant acknowledges
Attention:'tom Jakobsen,Partner that it shall, in performing the Services for the Village under
this Agreement, have access, or be direedy or indirectly
1. Waiver, Neither the Village nor the exposed,to Confidential information. The Consultant shall
Consultant shall be under any obligation to exercise any of the hold confidential all Confidential information and shall not
rights granted to them in this Agreement except as it shall disclose or use such Confidential Information without the
determine to be in its best interest from time to time. 1lie express prior written consent of die Village. The Consultant
failure of the Village or the Consultant to exercise At any time shall use reasonable measures at least as strict as those the
any such rights shall not be deemed or construct] as a WHIVel' Consultant uses to protect its own cvnCdential inforntation.
of that right,nor shall the fallurc void or afl:ect the Village's or Such mcasurch shall include, without limitation, requiring
die Consultant's right to enforce such rights or any ollter cinplovecs and subcontractors of the Consultant it) execute a
rights. non-disclosure agreement before obtaining access to
Confidential Information.
J. 'Third Party Beneficiary. No claim as a
third party benefician under this Agreement by any person;
firm, or corpoTatiOn sl►all he made or be valid against the
Village.
ATTEST: VILLAGE "
Village ClerkVillage Manager
CHENTF1R.ST
13}:, — -- lis:
I iIle:KriaLQLEz eJalaxera, Rusines Administrator Its: David-_ro t_Manaa_ iz,ing Rainey-
3
EXHIBIT A
(Proposal)
4
I
I
Step Network Assistance Total Hours Pete
Plan
1 SCADA VPN andI PA F. Authentication .¢k
Establish path for VPN,NAT&define rules
Test
Coordinate with Vendor
Implementation Support
Document
2 FirstNet Deployment 24
Work with AT&T to establish FirstNet tunnel
BGP Routing Set up and Connection Tests
Test
Work with E'az to Deploy
Document
3 Internet Redundancy-Initial Setup 16
Install New Small Switch,or VLAN Programmed DMZ
Configure new routes,NAT and determine gateway
Implement
Post-implementation Support
Eliminate Sonic Wall
Document
4 Configure Internet Redundancy Failover 20 -
Configure Active/Passive Failover,make Interface Changes as
necessary
Test Fail-over/Fail-back
Test all services during Fail-over state
Procedure for Fail-back
Review with E'az/Jim
Documentation
76 76
$ 165
Consulting Fees $ 12,540 $ 12,540
Expenses $ -
Total Fees $ 12,540