R-1591 - 09/13/2016 - PUBLIC WORKS - Resolutions RESOLUTION 2016-PW-V-MAINT-AG-R-1591
A RESOLUTION WAIVING COMPETITIVE BIDDING AND AUTHORIZING
THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE VILLAGE OF OAK BROOK AND MERCURY ASSOCIATES, INC.
IN RELATION TO FLEET MANAGEMENT CONSULTING SERVICES
WHEREAS, Public Works Department Staff has determined that a thorough review of the
Village's fleet management operation is needed; and
WHEREAS, contacting local communities revealed Mercury Associates, Inc. ("Mercury") as one
of the leading firms providing fleet management consulting services ("Consulting Services"); and
WHEREAS, Mercury has worked with a wide array of public and private sector organizations
around the world, has been in business since 2002, and has submitted a proposal for Consulting
Services; and
WHEREAS, the Village desires to enter into a Professional Services Agreement ("Agreement")
with Mercury to provide Consulting Services, which Agreement is attached to this Resolution as Exhibit
A; and
WHEREAS, Village staff recommends that the Village waive competitive bidding for Consulting
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
Consulting 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 Consulting Services shall be, and they are hereby, waived in accordance with Section 1-
7-4 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 Mercury in substantially the same form as attached as Exhibit A.
Section 4: Authorization and Execution of Agreements. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Mercury
after receipt of the final Agreement fully executed by Mercury.
Section 5: Effective Date. This Resolution shall be in full force upon passage and approval
in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2016-PW-V-MAINT-AG-R-1591
Approving Fleet Maintenance Agmt.
Page 2 of 3
APPROVED THIS 13th day of September, 2016.
Gopal G. malani
Village President
PASSED THIS 13th day of September, 2016.
Ayes: Trustees Adler, Baar, Manzo, Moy, Tiesenga, Yusuf
Nays: None
Absent:None
�= ATTEST:
Charlotte K. Pruss
+ U� Village Clerk
{ r
Resolution 2016-PW-V-MAINT-AG-R-1591
Approving Fleet Maintenance Agmt.
Page 3 of 3
EXHIBIT A
AGREEMENT
VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the 1?� day of 2016("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, an Illinois municipal corporation ("Vil age"), and MERCURY ASSOCIATES, INC., 7361 CALHOUN PLACE,
SUITE 680,ROCKVILLE,MD 20855("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 addition to any other representations and certifications
retains the Consultant to perform,and the Consultant agrees to expressed in this Agreement, or expressed or implied by law,
perform, all necessary services to perform the work in which are hereby reserved unto the Village.
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the The Consultant further represents that it is financially solvent,
terms and conditions of this Agreement: has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Fleet Management Consulting Services as more fully Services in a manner consistent with the standards of
described in the attached proposal dated May,25,2016. professional practice by recognized consultants providing
services of a similar nature. Paul T. Lauria, President, shall
SECTION 2. TIME OF PERFORMANCE. The be primarily responsible for carrying out the Services on
Consultant shall perform the Services as indicated in the behalf of the Consultant("Key Project Personnel'D. The Key
attached proposal dated May, 25, 2016 ("Time of Project Personnel shall not be changed without the Village's
Performance"). prior written approval. The Consultant shall provide all
personnel necessary to complete the Services. The Consultant
SECTION 3. COMPENSATION. shall provide all personnel necessary to complete the Services.
A. Agreement Amount. The total amount SECTION 5. INDEMNIFICATION• INSURANCE-
billed by the Consultant for the Services under this Agreement LIABILITY.
shall not exceed$52,750.00, including reimbursable expenses, A Indemnification. The Consultant proposes
without the prior express written authorization of the Village
and agrees that the Consultant shall indemnify and save
Manager. Payment shall be made upon completion of the
services and final acceptance by the Village. harmless the Village, its officers, officials, employees and
volunteers, against all damages, liability, claims, losses, and
B. Taxes Benefits, and Royalties. Each expenses (including attorneys' fee) that may arise, or be
payment by the Village to the Consultant includes all alleged to have arisen, as a result of the Consultant's
applicable federal, state, and Village taxes of every kind and negligence or misconduct in the Consultant's performance of,
nature applicable to the Services as well as all taxes, or failure to perform, the Services or any part thereof, or any
contributions, and premiums for unemployment insurance,old failure to meet the representations and certifications set forth
age or retirement benefits, pensions, annuities, or similar in Section 4 of this Agreement.
benefits and all costs, royalties, and fees arising from the use B Insurance. The Consultant acknowledges
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances; and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such from companies, acceptable to the Village. The Consultant's
tax, contribution, premium, costs, royalties, or fees is hereby maintenance of adequate insurance shall not be construed in
waived and released by Consultant. any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
SECTION 4. REPRESENTATIONS OF C No Personal Liability. No elected or
CONSULTANT. The Consultant represents and certifies that appointed official or employee of the Village shall be
the Services shall be performed in accordance with the pep
standards of professional practice, care, and diligence personally liable, in law or in contract,to the Consultant as the
practiced by recognized consultants in performing services of result of the execution of this Agreement.
a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
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SECTION 6. GENERAL PROVISIONS. other action that may be necessary to ensure that the Services
are provided,performed,and completed in accordance with all
m an
re uired governmental permits, licenses, or other approvals
A. Relationship of the Parties. The d authorizations that may be required in connection with
Consultant shall act as an independent contractor providing providing, erforming, and completing the Services, and with
and performing the Services. Nothing in, nor done pursuant p g,p
to, this Agreement shall be construed to: (1) create the including without limitation the Fair,Labor Standards,
tandards Act; any
relationship of principal and agent, employer and employee, g
partners, or joint venturers between the Village and statutes regarding
prohibiting discrimination c
im nationbecause 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,
B. Conflicts of Interest. The Consultant the Americans with Disabilities Act of 1990, 42 U.S.C. H
represents and certifies that, to the best of its knowledge: (1) 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5/1-101 et seq. Consultant shall also comply with all
no Village employee or agent is interested in the business of conditions of any federal, state, or local grant received by the
the Consultant or this Agreement; (2) as of the date of this Village or Consultant with respect to this Contract or the
Agreement, neither the Consultant nor any person employed Services. Consultant shall be solely liable for any fines or
or associated with the Consultant has any interest that would civil penalties that are imposed by any governmental or quasi-
conflict in any manner or degree with the performance of the governmental agency or body that may arise, or be alleged to
obligations under this Agreement; and (3) neither the have arisen, out n or in connection with Consultant's, or its
Consultant nor any person employed by or associated with the subcontractors, performance of, or failure to perform, the
Consultant shall at any time during the term of this Agreement Services or any part thereof. Every provision of law required
obtain or acquire any interest that would conflict in any b law to be inserted into this Contract shall be deemed to be
manner or degree with the performance of the obligations inserted herein.
under this Agreement.
C. No Collusion. The Consultant represents F. Default. If it should appear at any time that
and certifies that the Consultant is not barred from contracting the Consultant has failed or refused to prosecute, or has
with a unit of state or local government as a result of(1) a delayed in the prosecution of, the Services with diligence at 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
the appropriate revenue act, its liability for the tax or the any other requirement of this Agreement ("Event of
Default"), and fails to cure any such Event of Default within
amount of the tax,as set f ten business days after the Consultant's receipt of written
orth in Section 11-42.1-1 et seq. of the Illinois notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a remedies provided by law or equity, to (1) terminate this
violation of either Section 33E-3 or Section 33E-4 of Article Agreement without liability for further payment; or (2)
33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. withhold from any payment or recover from the Consultant,
If at any time it shall be found that the Consultant has, in any and all costs, including attorneys' fees and administrative
procuring this Agreement, colluded with any other person, expenses, incurred by the Village as the result of any Event of
firm, or corporation, then the Consultant shall be liable to the Default by the Consultant or as a result of actions taken by 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. Village in response to any Event of Default by the Consultant.
G. Assignment. This Agreement may not be
D. Termination. Notwithstanding any other assi ed b the Village or by the Consultant without the prior
provision hereof,the Village may terminate this Agreement at written consent of the other party.
any time upon 15 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the H Notice. All notices required or permitted to
Consultant shall be paid for Services actually performed and be given under this Agreement shall be in writing and shall be
reimbursable expenses actually incurred, if any, prior to delivered: (1)personally;(2)by a reputable overnight courier;
termination, not exceeding the value of the Services or by (3) by certified mail, return receipt requested, and
completed. deposited in the U.S. Mail,postage prepaid. Unless otherwise
Coin liance with Laws expressly provided n this Agreement,notices shall be deemed
E. and Grants.
received upon the earlier o£ (a) actual receipt; (b) one
Consultant shall give all notices, pay all fees, and take all
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husiness clay afler cleposil with an ovehlight courier as I. 'Third Pad - Retefieial, I No claim as a third ;tart)'
evidenced by a reccil3t of deposit; 0r(c) three husiness days benclieun}' under this Agreement by any person, ]it'll, or
lilto+whlg deposit iu the U.S. mail, as ovitlenced by a re•ttu-it corporation shall he made or he valid against the Village.
reccipl. Nolico and conlnitloicali011s h) the Vilklge sl)all )
addressed to,and delivered al,the 1011(1++'illg address: K. t.ovcrnint; Laws Vence, This Agreemenl shall be
governed by, construed and enforced ht accordance n'ilh the
Village of Oak Brook ill termll laws,I),,,not the conflicts of laws roles,of the State of
12oo Oak drool;Road Illinois. \Venue fir ally action flrisiaig out of this Agreement
Oak Brook,Illinois 60523 shall be in lite C'ircuil Court for Dnpage County, Illinois.
Altenlion: Doug,Patchiu.Public Works
Director L, l;shibils and Other Agreements, ]]'ally conflict exist~
between this Agreement and any exhibit attaehed herelo O-
Notices and comnlanications to tile. Consuhant shall be any olher Agreement bet+veeo the pmties relating to This
fadBl't SSe(I(0,and delivered at,Ale l'ollo+wing address: uansaetian,the tcrnls of this rlgrcenlent shalt prevail.
Mercury Associates,Inc.
7361 Calhoun Place,Suite CSO M. No 1')iscl0sure of t'onliticrlli 11 Intortilaliou bl fate
Cottsultan . 'file Consultant acknowledges that it Shall, in
MD 20855 Altention: Paul T. I_auria, ]'resident per]orining the Services for Cite Village under this Agreement,
have access, or be d'u'eclly or indirectly exposed, to
f, waiver. Neither lite Village nor the Confidential Information. The Consullanl shall bolt!
LOnStlllalil sfut]I I)C tllatlel'ail)'obligation to exercise.any of the collfldenllal fill Confldcntial Inrormalioll ailed Shall not disclose
ri�'hIs granted to then( in this Agreement except -1 i! sh- o.use such Collfidenlial Information+vittlotit the express prior
ttclernlin+: to he in il+ best interest front lime to time. The N+'ritiell evasenl of Tile Village. The C:onsultanl shall use
failure ol'the Village to the COlsuhunt l0 exercise in any]talc reasonable measures at last as strict as those the Consultant
any Such rights shall 1101 he Beetled ru•construed as a waiver uses to protect its owl] conft(lentia! mi(atilation. Such
of that right,nor shall the failtire-void or affect the Village's or measures shall include, +wilhotlt 1'lnlitatian, requiring
Ille Colisl llanl', right to enforce such rights or any other em�o ee's and
e salgreenlent(llabef lite obtainlail to access e iteta
rights. Confidential lllibrmation.
r1TTI STs
V1 L, ' OF OAK 1380 C
C'ltariotle t'nlss,Village C'leri: Iticcardo F.Gillex,Village Manner
ATTEST: N1ERCURY ASSOCIATES,INC.
Ley: ���.� — �'�f� BY:
_._
Its: eRS 106 tJT
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