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R-1373 - 05/27/2014 - BOARD - Resolutions RESOLUTION 2014-BD-F&P-AG-R-1373 A RESOLUTION TERMINATING AN AGREEMENT WITH SELECTION WORKS, LLC AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STANARD &ASSOCIATES, INC. FOR TESTING SERVICES WHEREAS, Division 2.1 of the Illinois Municipal Code, 65 ILCS 5/10-2.1-1 et seq., provides that the Village's Board of Police and Fire Commissioners ("BFPC'� shall test candidates for employment with the Village's Police and Fire Departments; and WHEREAS, the Village entered into a contract with Selection Works, LLC on April 23, 2013 ("Selection Works Agreement") for Selection Works to provide the BFPC testing services ("Services"); and WHEREAS, the Selection Works Agreement allows the Village to terminate the Selection Works Agreement at-will; and WHEREAS, the BFPC and the Village Board have determined that it is desirable for the Village to terminate the Selection Works Agreement and award a contract to another vendor to provide the Services; and WHEREAS, the Village issued a request for proposals to provide the Services ("RFP") prior to entering into the Selection Works Agreement, which RFP Stanard & Associates, Inc. ("Stanard") submitted a proposal ("Proposal"); and WHEREAS, Village staff have recommended that the Village Board waive competitive bidding and award a contract to Stanard to provide the Village the Services because: (i) the Village recently issued the RFP; (ii) Stanard is willing to provide the Services in a manner consistent with its Proposal; and (iii) issuing a new RFP for the Services would require the Village to expend additional resources and does not guarantee that the Village will receive proposals that are as responsive to the Village's needs as the Proposal; and WHEREAS, the President and Board of Trustees, being fully advised in the premises, have determined that it is in the best interests of the Village and its residents to so waive competitive bidding and to approve the agreement between the Village and Stanard attached hereto as Exhibit A ("Stanard Agreement"); NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Termination of the Selection Works Agreement. The President and Board of Trustees hereby authorize the Village Manager to terminate the Selection Works Agreement. Section 3: Waiver of Competitive Bidding Requirements. The advertising and bidding requirements for the purchase of the Services are hereby waived in accordance with Section 1-7-4 of the Village Code. Section 4: Approval of the Agreement. The President and Board of Trustees hereby approve the Stanard Agreement in a final form acceptable to the Village Manager. Resolution 2014--BD-F&P-AG-R-1373 Authorizing an Agreement for Testing Services Section 5: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Agreement after receipt of the final Agreement fully executed by Stanard. Section 6: Effective Date. This Resolution shall be in full force and effect from and after its passage by two-thirds of the Trustees and its approval in the manner provided by law. APPROVED THIS 27th day of May, 2014 Gopal G. Lalmalani , Village President PASSED THIS 27th day of May, 2014 Ayes: Trustees Adler, Baar, Manzo, Moy, Wolin, Yusuf Nays: None Absent: None ATTE T: F s t Charlotte K. Pruss Village Clerk 2 EXHIBIT A AGREEMENT VILLAGE OF OAK BROOK r�PpROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the of Z4 day of May, 20I4("Agreement'j, and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("ViUage'J, and STANARD & ASSOCIATES, INC., of Chicago, Illinois ("Consultanf'). 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 practiced by recognized consultants in performing services of retains the Consultant to perform,and the Consultant agrees to a similar nature in existence at the Time of Performance. The perform, all necessary services to perform the work in representations and certifications expressed shall be in connection with the project identified below ("Services"), addition to any other representations and certifications which Services the Consultant shall provide pursuant to the expressed in this Agreement,or expressed or implied by law, terms and conditions of this Agreement: which are hereby reserved unto the Village. Fire and Police Department testing services, which The Consultant further represents that it is financially solvent, Services are more fully described in the Request for has the necessary financial resources, and is sufficiently Proposal (attached hereto and incorporated herein as experienced and competent to perform and complete the Exhibit A)and the proposal submitted to the Village Services in a manner consistent with the standards of by Consultant (attached hereto and incorporated professional practice by recognized consultants providing herein as Exhibit B)("Proposal's. services of a similar nature. The Consultant shall provide all personnel necessary to complete the Services. SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services as per the schedule SECTION 5. INDEMNIFICATION, INSURANCE, included in Exhibit A("Time of Performance'). LIABILITY. SECTION 3. COMPENSATION. A. Indemnification. The Consultant proposes and agrees that the Consultant shall indemnify,save harmless, A. Agreement Amount. The total amount and defend the Village against all damages, liability, claims, billed by the Consultant for the Services under this Agreement losses,and expenses (including attorneys' fee)that may arise, shall not exceed what is included in Exhibit B. The terms for or be alleged to have arisen, out of or in connection with the payment to the Consultant shall be as follows: Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the Consultant shall submit invoices to the Village in an representations and certifications set forth in Section 4 of this approved format when the Services are complete. Agreement. The Village shall pay to the Consultant the amount billed within 30 days after its receipt and approval of B. Insurance. The Consultant acknowledges such an invoice. and agrees that the Consultant shall, and has a duty to, maintain adequate insurance, in an amount,and in a form and B. Taxes. Benefits, and Rovalties. Each from companies, acceptable to the Village. The Consultant's payment by the Village to the Consultant includes all maintenance of adequate insurance shall not be construed in applicable federal, state, and Village taxes of every kind and any way as a limitation on the Consultant's liability for losses nature applicable to the Services as well as all taxes, or damages under this Agreement. contributions,and premiums for unemployment insurance,old age or retirement benefits, pensions, annuities, or similar C. No Personal Liability. No elected or benefits and all costs,royalties, and fees arising from the use appointed official, or employee of the Village shall be of, or the incorporation into, the Services, of patented or personally liable,in law or in contract,to the Consultant as the copyrighted equipment, materials, supplies, tools, appliances, result of the execution of this Agreement. devices,processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such SECTION 6. GENERAL PROVISIONS. tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. A. Relationship of the Parties. The Consultant shall act as an independent contractor in providing SECTION 4. REPRESENTATIONS OF and performing the Services. Nothing in, nor done pursuant CONSULTANT. The Consultant represents and certifies that to, this Agreement shall be construed to: (1) create the the Services shall be performed in accordance with the relationship of principal and agent, employer and employee, standards of professional practice, care, and diligence partners, or joint venturers between the Village and I Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi- represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise,or be alleged to no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be conflict in any manner or degree with the performance of the inserted herein. obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the F. Default. If it should appear at any time that Consultant shall at any time during the term of this Agreement the Consultant has failed or refused to prosecute, or has obtain or acquire any interest that would conflict in any delayed in the prosecution of,the Services with diligence at a manner or degree with the performance of the obligations rate that assures completion of the Services in full compliance under this Agreement. with the requirements of this Agreement, or has otherwise failed,refused,or delayed to perform or satisfy the Services or C. No Collusion. The Consultant represents any other requirement of this Agreement ("Event of and certifies that the Consultant is not barred from contracting Default'),and fails to cure any such Event of Default within with a unit of state or local government as a result of(1) a ten business days after the Consultant's receipt of written delinquency in the payment of any tax administered by the notice of such Event of Default from the Village, then the Illinois Department of Revenue unless the Consultant is Village shall have the right, without prejudice to any other contesting, in accordance with the procedures established by remedies provided by law or equity, to (1) terminate this the appropriate revenue act, its liability for the tax or the Agreement without liability for further payment; or (2) amount of the tax, as set forth in Section 1142.1-1 et seq. of withhold from any payment or recover from the Consultant, the Illinois Municipal Code, 65 ILLS 5/1142.1-1 et seq.; or any and all costs,including attorneys' fees and administrative (2) a violation of either Section 33E-3 or Section 33E4 of expenses,incurred by the Village as the result of any Event of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Default by the Consultant or as a result of actions taken by the el seq. If at any time it shall be found that the Consultant Village in response to any Event of Default by the Consultant. has, in procuring this Agreement, colluded with any other person,firm,or corporation,then the Consultant shall be liable G. Assignment. This Agreement may not be to the Village for all loss or damage that the Village may assigned by the Village or by the Consultant without the prior suffer, and this Agreement shall, at the Village's option, be written consent of the other party. null and void. H. Notice. All notices required or permitted to D. Termination. Notwithstanding any other be given under this Agreement shall be in writing and shall be provision hereof,the Village may terminate this Agreement at delivered:(1)personally;(2)by a reputable overnight courier; any time upon 15 days prior written notice to the Consultant. or by (3) by certified mail, return receipt requested, and In the event that this Agreement is so terminated, the deposited in the U.S.Mail,postage prepaid. Unless otherwise Consultant shall be paid for Services actually performed and expressly provided in this Agreement,notices shall be deemed reimbursable expenses actually incurred, if any, prior to received upon the earlier of: (a) actual receipt; (b) one termination, not exceeding the value of the Services business day after deposit with an overnight courier as completed. evidenced by a receipt of deposit; or(c) three business days following deposit in the U.S. mail, as evidenced by a return E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address: other action that may be necessary to ensure that the Services are provided,performed,and completed in accordance with all Village of Oak Brook required governmental permits, licenses, or other approvals 1200 Oak Brook Road and authorizations that may be required in connection with Oak Brook,Illinois 60523 providing,performing, and completing the Services,and with Attention: Village Manager all applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act;any Notices and communications to the Consultant shall be statutes regarding qualification to do business; any statutes addressed to,and delivered at,the following address: prohibiting discrimination because of,or requiring affirmative action based on,race,creed,color,national origin,age,sex,or Stanard&Associates,Inc. other prohibited classification, including, without limitation, 309 W.Washington Street the Americans with Disabilities Act of 1990, 42 U.S.C. §§ Suite 1000 12101 et seq., and the Illinois Human Rights Act, 775 ILCS Chicago,Illinois 60606 511-101 et seq. Consultant shall also comply with all 2 I. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the J. Third Party Beneficiary. No claim as a rights granted to them in this Agreement except as it shall third party beneficiary under this Agreement by any person, determine to be in its best interest from time to time. The firm, or corporation shall be made or be valid against the failure of the Village or the Consultant to exercise at any time Village. 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 J. Exhibits. In the event of a conflict between the Consultant's right to enforce such rights or any other this Agreement and any attached exhibits, this Agreement rights. shall control. ATTEST: VILLAM BROOK. By: By: 4twj Charlotte Pruss,Village Clerk illage Man ger IV ATTEST- CONSULTANT By:_ — By: Title:� Its: 3 #29561334_vl