Consulting Services for Water System SaleVILLAGE OF OAK BR00K
PROFESS10NAL SERVICES AGREEMENT
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IN CONSIDERATION OF the recitals and the mutual covenants and agreenlents set foJh in the Agreement,and pursll,nt tO the
Village's statutory poWers,the parties agrec as follows:
SECTION 1. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
perforrr, all necessary services to perform the work in
connection with the project identified below ("Seruices"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Sale of the Village's Water System outside Village Boundary
as more fully described in the attached Proposal dated
January 25,2019
SECTION 2. TIIVIE OF PERFORMANCE. The
Consultant shall perform and complete the Services as
mutually agreed upon by the Village and Consultant, but in no
event later than December 31, 2019 ('Time of
Performance\.
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agteement
shall not exceed 819,305.00, including reimbursable expenses,
without the prior express written authorization of the Village
Manager. The terms for payment to the Consultant shall be as
follows:
Net i0 days following completion and Jinal approval by the
Wage.
B. Taxes. Benefits. and Rovalties. Each
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECTION 4. REPRESENTATIONS OF
CONSLILTANT. 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 of
a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
addition to any other representations and certifications
expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATION: INSURANCE:
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnifr, save harmless,
and defend the Village against all damages, liability, claims,
losses, and expenses (including attorneys' fee) that may arise,
or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 ofthis
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be constued in
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personal Liabilitv. 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.
SECTION 6. GENERAL PROVISIONS.
A. Relationship of the Parties. The
Consultant shall act as an independent contractor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: (l) create the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village and
Consultan! or (2) to create any relationship between
the Village and any subcontactor of the Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (l)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreemen! and (3) neither the
Consultant nor any person employed by or associated with the
Consultant shall at any time during the term of this Agreement
obtain or acquire any interest that would conflict in any
manner or degree with the performance of the obligations
under this Agreement.
C. No Collusion. The Consultant represents
and certifies that the Consultant is not barred from contracting
with a unit of state or local government as a result of (l) a
delinquency in the payment of any tax administered by the
Illinois Department of Revenue 'nless the Consultant is
contesting, in accordance with the procedures established by
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section 1142.1-l et seq. of
the Illinois Municipal Code, 65 ILCS 5/1142.1-l et seq.; or
(2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the Criminal Code of 1961,720 ILCS 5/33E-l
et seq. If at any time it shall be found that the Consultant
has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant shall be liable
to 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.
D. Termination. Notwithstanding any other
provision hereof, the Village may terminate this Agreement at
any time upon 15 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
completed.
E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
other action that may be necessary to ensure that the Services
are provided, performed, and completed in accordance with all
required governmental pemrits, licenses, or other approvals
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes
prohibiting discrimination because of, or requiring aflirmative
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. $$l2l0l et seq., and the Illinois Human Rights Act, 775 ILCS
5/l-l0l et seq. Consultant shall also comply with all
conditions ofany federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
civil penalties that are imposed by any governmental or quasi
govemmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Consultant's, or its
subcontractors, performance of, or failure to perfonn, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contact shall be deemed to be
inserted herein.
F. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a
rate that assures completion of the Services in full compliance
with the requirements of this Agreement, or has otherwise
failed, refused, or delayed to perform or satisfr the Services or
any other requirement of this Agreement (uEvent of
Defoult\, and fails to cure any such Event of Default within
ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
remedies provided by law or equity, to (l) terminate this
Agreement without liability for further payrnent; or (2)
wittrhold from any payment or recover from the Consultant,
any and all costs, including attomeys' fees and administrative
expenses, incurred by the Village as the result of any Event of
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
G. Assisnment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other party.
H. Notice. All notices required or pemritted to
be given under this Agreement shall be in writing and shall be
delivered: (l) personally; (2)by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
addressed to, and delivered at, the following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Doug Patchin, Public Works
Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
American Intastructure Technologies, LLC
825 N. Cass Ave., Suite 309
Westmont, Illinois 60559
Attn: Bob Khan, P.8., Principal2
I. Waiver. Neifier the Village rcr the Consultant shall
be under any obligation to excrcise Etly of lh€ righls ganted to
dreo in this Agreement except as it shall detcrrnine to be in ils
besl inteEst from time to time. The failure ofthe Village or
the Consultant to exercise at any time any such righe shall not
be deerned or constru€d as a waivor of&at right, nor shall dre
failure void or affect lhe Village's or the Consultsnt's right to
enforce such rights or ary other rights.
J. Third Pirtv Bercficlorv. No claim as a
third party benefrciary under this Agle€ment by any pe$oq
firm, or coryoratiol shall be made or be valid against th€
Villagc.
K. Governbe Lrw: Venue. This Agrccme
shall be govemed by, comlrued and enforced in accordaoce
with the iltcmal laws, but noi thc conflicts of laws rules, of
the Slnte of lllinois. Verue for afly action arising out of this
Agreemeot shall bc in the Circuir Court for DuPage County,
Illhois.
Charlotc Pruss,Villagc Clcrk
L. Conllicts: Exhibias. Ifany term or provision
in lhis Agrsement conllicts wilh aoy term or provision of 8!
anachmcnt or erhibil to this AgrEement, the tems a.trd
provisioas ofd s Agrecmcnt shall cantrol.
M. No Disclosure of Conlidendd hformrtion bv
the Coplultspt The Consultant ackDowledges that it shall, in
pcrforming thc Scwices for thc Village undcr this Aglc&meot,
have access, or be directly or hdirectly exposed, to
Confidential Information. The Consultant shall hold
confrdcrtial all Confidential lnfomation and shall nor disclosc
or use such Confidential lnfomatior without the exprcss prior
writter consent of th€ Village, The CoDsultaot shall use
rcasonable mealures at least as stsicl as thosc orc Coosultant
uses to ptotecl its own confidential infomution. Such
measures shall include, without limit8tion, requiring
employces and subcontsactorE of dl€ CoDsultarlt to execute a
non-disclosure agreement before oblaining access to
Conlidcrtial Information,
VILL
AMERICAN LLC
By:
Riccardo F. Ginex, Village Manager
EXHIBIT A
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825 N. Cass Ave, Suite 309, Westmont, 1150559
P-630-325-800O; F-530-7 56-4L52
www.aminfratech.com
Mr. Doug Patchin
Director of Public Works
Village of Oak Brook
1200 Oak Brook Rd.
Oak Brook, lL 60523
January 25, 20'19
Subject: Sale of the Village's water system outside Village Boundary - Consulting Services
Dear Mr. Patchin:
American lnfrastructure Technologies, LLC is pleased to submit this proposal for engineering
and management consuhing services to assist the Village with the sale the water system
located outside the Village boundary.
Prolect Scooe:
Water Svstem Sale
Assist the Village in preparing a request for proposal for the sale of portion of the water
system.
Work with the Village aftorney to coordinate RFP complies with applicable laws
Prepare any exhibits for the RFP
Revian and tabulate proposals for Village's review
Attend meetings as requested by the Village, these may include public meetings, meeting
with DuPage Water Commission and other governmenlal agencies.
DuPage Water Commission water transport agreement; assist with negotiations with the
DWC and work with attorney to prepare agreement
Work with appraisers of the water system to assist them with required information
Work with outside legal firms hired by the Village for the system sale
Assist the Village and the aftorney in drafting the water system sale contract
Assist the Village with permit modifications after the system sale. These would include, but
not limited to, IDNR Lake Water Allocation and IEPA water system permit.
Technologies, LLC
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Compensation:
The estimated hours to complete
Project Principal/Manager - 99 hours
Based on cunent Project Principal billing rate of $1gs/hour, the estimated cost of this study is
$19,305. Billing would be based on actual hours spent.
Thank you for the opportunity to submit this proposal. Please feel free to contact me if you have
any questions or would like additional information.
Respecttully,
to the study are as follows:
Task Estimated
Hours
Prepare RFP 32
Work with V∥age's lega!team regarding RFP 12
Review and tabulate proposals8
DuPage Water Commission agreement for water transport 16
Assist appraisers of water system8
Water System Sales Contract3
Operating IEPA permit amendment4
Lake Water Allocation amendment2
Post closing assistance to the Village (as requested)2Present the rate findings in a memo repori fomat with tables and graphs4
Attend board meeting (3 meetings planned)8Total 99
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Bob Khan,PE
Principal