R-1248 - 03/26/2013 - FINANCE - ResolutionsRESOLUTION 2013 -FI- AUDIT -AG -R -1248
A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND
AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH SIKICH, LLP
FOR AUDIT SERVICES
WHEREAS, in 2010 the Village of Oak Brook ("Village') entered into a three -year agreement
with Sikich, LLP of Naperville, Illinois ( "Sikich'), for the performance of audit services ( "Audit
Services'), which agreement ended at the conclusion of the 2012 audit; and
WHEREAS, Sikich performed the Audit Services to the Village's satisfaction; and
WHEREAS, the Village desires to enter into a two -year agreement with Sikich to perform the
Audit Services during the 2013 and 2014 fiscal years, which agreement is attached to this Resolution as
Exhibit A ( "Agreement'); and
WHEREAS, Village staff recommends that the Village waive competitive bidding for the Audit
Services and enter into the Agreement; 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 waive competitive bidding for
Audit Services and approve the 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: Waiver of Competitive Bidding Requirements. The advertising and bidding
requirements for the purchase of Audit Services shall be, and they are hereby, waived in accordance with
Section 1 -74 of the Village Code of the Village of Oak Brook, Illinois.
Section 3: Approval of Agreement. The President and Board of Trustees hereby approve
the Agreement with Sikich in substantially the same form as attached as Exhibit A, and in final form
approved by the Village Attorney and Village Manager.
Section 4: Execution of Agreement. The Village President and the Village Clerk shall be,
and are hereby, authorized to execute the final Agreement on behalf of the Village in a final form
approved by the Village Attorney and the Village Manager.
Section 5: 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.
[SIGNATURE PAGE FOLLOWS]
Resolution 2013 -FI- AUDIT -AG -R -1248
Approving Agreement for Purchase of Audit Services
Page 2 of 3
APPROVED THIS 26th day of March, 2013
Gopal G. Lalmalani
Village President
PASSED THIS 26th day of March, 2013.
Ayes: Trustees Aktinis. Mov. Wolin, Yusuf. Zannis
Nays: Trnctep Man7n
Ah�a. +- None
ATTEST:
Charlotte K. Pruss
Village Clerk
EXHIBIT A
#12723667_vl
Resolution 2013 -FI- AUDIT -AG -R -1248
Approving Agreement for Purchase of Audit Services
Page 3 of 3
WS*Ikich.
1415 W. Diehl Road, Suite 400 • Naperville, IL 60563
February 25, 2013
The Honorable President
Members of the Board of Trustees
Village of Oak Brook
C/O Sharon Dangles, Finance Director
1200 Oak Brook Road
Oak Brook, Illinois 60523
Ladies and Gentlemen:
Certified Public Accountants & Advisors
Members of American Institute of
Certified Public Accountants
Sikich LLP appreciates being considered for reappointment as independent auditors for the
Village for the option years of December 31, 2013 and 2014 as stated in our Proposal to Provide
Professional Auditing Services dated July 21, 2010. We will make every effort to provide the
Village with the highest - quality level of audit services that the Village is entitled to and expects.
Our proposed fees for conducting the audits of the Village's financial statements are as follows:
Basic Audit
TIF Report
December 31,
2013 2014
$ 32,250
2,450
We appreciate this opportunity and look forward to serving the Village.
Sincerely,
i
James R. Savio, CPA, MAS
Partner
630 -566 -8400 • [FAX] 630 -566 -8401 • www.sikich.com
Sikich LLP
S 33,550
2,550
CONTRACT
Auditing Services
THIS CONTRACT is made and entered into this 26"' day of March, 2013.
The Village of Oak Brook, a municipal corporation, acting by and through its President and Board
of Trustees, (VILLAGE), and Sikich, LLP with its principal place of business at 1415 W. Diehl
Road, Suite 400, Naperville, Illinois 60563, its successors and assigns (FIRM) agree as follows:
1. SCOPE OF SERVICES: The FIRM shall, at its own proper cost and expense, perform all
work, furnish all materials and all labor necessary to complete the auditing services as
defined in their Proposal dated July 28, 2010 and Request for Proposal dated June, 2010.
2. COMPENSATION: The VILLAGE shall pay FIRM for all services stipulated within this
CONTRACT according to the Proposal dated February 25, 2013 (Appendix 1) and made a
part of this CONTRACT.
3. MODIFICATION: The nature and the scope of services specified in this CONTRACT may
only be modified by written amendment to this CONTRACT approved by both parties.
4. BILLINGS: The FIRM shall provide billings to the VILLAGE as work is completed. The
VILLAGE processes invoices twice a month.
5. INDEMNIFICATION: FIRM agrees to indemnify, hold harmless, and defend (or pay the
VILLAGE for the costs of defense) the VILLAGE and any of its officers, employees, or
agents from and against all liability, claims, demands, and causes of action arising out of
or related to any loss, damage, injury, death, or loss or damage to property resulting from
any negligence, errors or omissions by the FIRM in the performance of this CONTRACT,
unless such loss, damage, injury, or loss or damage to property results from or arises out
of the negligent acts or omissions by the VILLAGE or its officers, employees or agents.
In the event of joint or concurrent negligence of FIRM and VILLAGE, each shall bear that
portion of the loss or expense that its share of the joint or concurrent negligence bears to
the total negligence (including that of third parties) which caused the personal injury or
property damage.
6. ENTIRE CONTRACT: This CONTRACT sets forth all the covenants, conditions and
promises between the parties. There are no covenants, promises, agreements,
conditions or understandings between the parties, either oral or written, other than those
contained in this CONTRACT.
7. TERMINATION: The VILLAGE may cancel or terminate this CONTRACT, at its sole
discretion, with or without cause, and without prejudice to any other right and remedy the
VILLAGE may have, upon giving the FIRM ten (10) days prior written notice. In the event
of any such cancellation or termination, this CONTRACT shall be null and void, and
neither party shall have any further obligation to the other party, except for any
indemnification obligation set forth in this CONTRACT, and for any payment to the FIRM
as provided below. Upon cancellation or termination of this CONTRACT, the VILLAGE
may arrange for the provision of the services contemplated hereunder by whatever
method the VILLAGE may deem expedient. In such case, the FIRM shall recover, as its
sole remedy, payment for work properly performed under the terms of this CONTRACT
prior to the effective date of cancellation or termination. The FIRM hereby waives and
forfeits all other claims for payment and damages, including, without limitation, anticipated
profits or consequential damages.
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8. TERM OF CONTRACT: It is understood that the term of this CONTRACT will be a Two -
year CONTRACT covering the annual audits for the 2013, and 2014 fiscal years.
9. GOVERNING LAW: This CONTRACT shall be governed by the laws of the State of Illinois
both as to interpretation and performance.
10. SUCCESSORS AND ASSIGNS: The terms of this CONTRACT shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns; provided,
however, that neither party shall assign this CONTRACT in whole or in part without the
prior written approval of the other.
11. WAIVER OF CONTRACT BREACH: The waiver of one party of any breach of this
CONTRACT or the failure of one party to enforce at any time, or for any period of time,
any of the provisions hereof, shall be limited to the particular instance, shall not operate or
be deemed to waive any future breaches of this CONTRACT, and shall not be construed
to be a waiver of any provision, except for the particular instance.
12. SEVERABILITY OF INVALID PROVISIONS: If any provisions of this CONTRACT shall be
held to contravene or be invalid under the laws of any particular State, County or
jurisdiction where used, such contravention shall not invalidate the entire CONTRACT, but
it shall be construed as if not containing the particular provision or provisions held to be
invalid in the particular State, County or jurisdiction and the rights or obligations of the
parties hereto shall be construed and enforced accordingly.
13. FORCE MAJEURE: Neither VILLAGE nor FIRM shall be liable for any fault or delay
caused by any contingency beyond their control, including, but not limited to, acts of God,
wars, strikes, walkouts, fires, or natural calamities.
14. AUTHORIZED REPRESENTATIVES: Each party shall designate one or more persons to
act with authority in its behalf in respect to appropriate aspects of this project. The
persons designated shall review and respond promptly to all communications received
from the other party.
15. ADDRESSES FOR NOTICES: Whenever it is provided in this CONTRACT that notice
shall be given or other communication sent to FIRM, such notices or communications
shall be delivered or sent to:
James R. Savio
CPA, MAS, Partner
Sikich LLP
1415 W. Diehl Road, Ste. 400
Naperville, Illinois 60563
Whenever it is provided in this CONTRACT that notice shall be given or other
communication sent to the VILLAGE, such notices or communications shall be delivered
or sent to:
Sharon Dangles
Finance Director
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Notices personally delivered or sent via U.S. Mail, postage prepaid, shall be deemed, for
all purposes, proper notice.
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16. INSURANCE: FIRM shall maintain for the term of this CONTRACT, and for a period of
twelve months after the services is contracted for hereunder have been completed,
insurance policies covering:
A. Workers Compensation and Employers Liability Insurance:
Statutory limits = $500,000 per accident.
B. Comprehensive General Liability Insurance:
$1,000,000 per occurrence combined single limit.
C. Comprehensive Automobile Liability Insurance:
$1,000,000 combined single limit, any auto.
D. Professional Liability Insurance (errors and omissions):
$1,000,000 per claim and in aggregate.
E. Umbrella or excess liability:
$1,000,000 per occurrence. If FIRM carries Comprehensive General Liability
Insurance in an amount of $2,000,000 or greater, this requirement may be waived.
F. FIRM 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.
G. 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.
17. ADDITIONAL SERVICES: FIRM shall supply such additional services as requested in
writing by VILLAGE and agreed to by FIRM in connection with the PROJECT. FIRM shall
submit separate proposals for furnishing these additional services. Compensation for
such additional services shall be negotiated by the parties and included in this
CONTRACT by a written amendment.
18. CONFIDENTIALITY: The FIRM agrees that any information received by the FIRM
during the furtherance of the FIRM'S obligations in accordance with this
CONTRACT, will be treated by the FIRM in full confidence and will not be revealed
to any other persons, firms, businesses or organizations, including any corporation
or other business entity related to or held in the same or substantially similar
ownership and control as the business of the FIRM, and that this CONTRACT to
treat all such information in confidence shall remain in full force and effect both
during the term of this CONTRACT and also after the expiration, cancellation or
termination of this CONTRACT.
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A-
WITNESS WHEREOF, the said parties have executed these presents this day of
, 2013.
VILLAGE O OAK BROOK
Gopal G. Lalmalani
Village President
Sikich, LLP
INN
Partners doing Business under
the firm name of
Party of the Second Part
ATTEST:
By
Charlotte K. Pruss
Village Clerk
ATTEST:
By
Secretary
(If a Co- Partnership)
(If an Individual)
Party of the Second Part
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