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Public Works Software ServicesVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGRFEMENT This AGREEMENT is dated as of the �7k h_ day of SW1J*gLk2017 ("Agreement'), and is by and between the VILLAGE OF OAK BROOK. 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation ("/7//uge"1. and PUBWORKS, PO BOX 6502. Snowmass Village. CO, 81675 (^('nrrsa/raaf'). IN CONSIDERATION OF the recitals and the mutual covenants and aereements set forth in the Agreement, and pursuant to the Village's statutory powers, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Villaee retains the Consultant to perform. and the Consultant agrees to perform, all necessan services to perform the %%ork in connection with the project identified below (-Serv/ees"), which Services the Consultant shall provide pursuant to the terms and conditions of this Agreement: Public Works Department, Sojtnare Sen -ices as more jaQt' described in the anarhed proposal dated September 12, 1017 SECTION 2. TIME OF PERFORMANCE. -the Consultant shall perform the Services as mutually agreed upon by the Village and Consultant ("Tine of Perjormnnre"). SECTION 3. COMPENSATION, A. Agreement Amount. the Intal amopnt billed by the Consultant for the Services under this .Agreement shall not exceed $18,300.00 for sotlwarc, installation, training, and mobile application. including reimbursable expenses, without the prior express written authorization. of the Village Manager. B. Taxes. Benefits, and Royalties. Each payment by the Villaee to the Consultant includes all applicable federal. state. and Village taxes of rvery 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 cumpensation by reason of the payment of anv such tax, contribution, premium, costs, ropahics, or fees is hereby waived and released by Consultant. SECTION 4. REPRESENTATIONS OF CONSULTANT. l he 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 "I line of Performance. The representations and certifications expressed shall he in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by tau, 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 indemnity and save harmless the Village against all damages, liability, claims, losses. and expenses (including anorneys 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 pan ther6of, or any failure to meet the represenmtions and certifications set forth in Section 4 of this Agreement. B. Insurance. The Consultant acknowledges and agrees that the Consultant shall. and has a dub to. maintain adequate insurance. in an amount. and in a form and Prom companies, acceptable to the Village. The Consultant's maintenance of adequate insurance shall not be construed in any may as a limitation on the Consultant's liability for losses or damages under this Agreement. C. No Personal Liability. No elected or appointed official or employee of the Village shall be personalh liable. in lawI or in contract, to the Consultant as the result of the execution of this Agreement. SECTION 6. GENERAL PROVISIONS. A. Relationship of the Parties. 'rhe Consultant shall act as an independent contractor in providing and perl6mling the Services. Nothing in. nor done pursuant to, this Agreement shall be construed to: (1) create the relationship of principal and agent, employer and employee. partners, or joint venturers between the Village and Consultant; or (2) to create any relationship between the Village and any subcontractor of the Contractor. B. Conflicts of Interest. The Consultant represents and certifies that, to the best of its knowledge: (1) 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 Agreement; 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 (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless 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 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 3313-3 or Section 33E4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 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 he necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, 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 affirmative 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. §§ 12101 el seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 at seq. Consultant shall also comply with all conditions of any 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 - governmental 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 perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. F. Default. If it should appear at anytime 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 satisfy the Services or any other requirement of this Agreement ("Event of DefouU"), 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 (1) terminate this Agreement without liability for further payment; or (2) withhold from any payment or recover ftom the Consultant, any and all costs, including attorneys' 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. Assi¢nmenL This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other parry. H. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered: (1) 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' Jim fm. I I Director \otiees and communications it, the Consultants hall be addressed to. and delivered at. the IORox ing address. K. KRA&la: Exhibits. If am term or provision in this .Agreement conflicts with arc term or pros isiou of an attachment or exhibit to this Agreement. the terms and provisions of this Agreement shall cpntrol. overning :=s is Agreement and the PubN`or{:; L. G rights of Omer and Consultant under this Agreement shall he PO Bos 65112 interpreted according to the internal laws. but not the conflict Snux mass Pillage. CO g 1615 _ of laws rules. of the State of Illinois: the venue for any legal Attention Jem Ketoff action arising in connection nith this Agreement shall be in the Circuit Coun of DuPage Coam %. Illinois. 1. R'aiver. Neither the Pillage nor the Consultant shall be underunder am obligation to exercise am of the rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The Btilure of the Pillage or the Consultant to exercise ar any time and such rights shall not be deemed or construed as a waiver of that right. nor shall the Failure void cr affect the Villagesor the Consultant's right it, enforce such rights or am other rights. d. Tbird Panv Beaefieun. Nu claim m a third party bencftcian under this Agreement by% am person. firm. or corporation shall be made or be valid against the Village \l7F By C'harlo0e Pens. Village Clerk \I D, •+ Title M_ 115633-' .I M. No Disclosure of Coarbi viaconsl Informtiop b m n nt.the Cpnmltant acknotrledgcs that it shall. in pcvforming the Services for the Pillage under this Agreemrnt. have access, or be direah or induwl% exposed. to Confidential Information, The Consultant shall hold confidential all Confidential Information and shall nm disclose ere use such Confidential Information without the express prior written ewscm of the Pillage. the Consultant shall use reasonable measures at least as strict as those the Conwham uses to protect its own confidential information. Such measures $hall include. without limitation. requiring empkrres and subcontractors of the Consultant to execmr a non -disclosure agreement before obtaining access to Confidential Information, PUBWORKS B, Prepared For: Prepared By: Village of Oak Brook, IL Tuesday, September 12, 2017 Jerry Ketoff Lerry@PubWorks.com 563.581.2488 PO Box 6502 Snowmass Village, CO 81615 Pub The Software For Public Works PubWorks was established in 1997. Software specifically designed for Public Works Departments across the US and Canada. Pub --amu The Software For Public Works September 12, 2017 Village of Oak Brook Mr. Jim Fox Information Technology Director 1200 Oak Brook Road Oak Brook, IL 60523 Dear Jim, PO Box 6502 Snowmass Village, CO 81615 PubWorks.com (888) 920-0380 info@PubWorks.com I would like to thank you, Rick and Doug for your continued efforts in evaluating PubWorks, and for the time you have spent with me on the phone yesterday. Per your request, I am pleased to submit this updated pricing quote. The following edits have been made to the quote you previously received. ➢ I noticed that I mistakenly had Service Requests listed at $2,000 on the first quote. The actual pricing is $1,500, so I made the adjustment. ➢ Work Orders was added to Phase I ➢ GIS MapViewer was removed from Phase I and added to Phase II ➢ I added $375 to the Basic Installation and Data Conversion line -item. The costs that I included, were for the CFA conversion, but I needed to also account for your employee, equipment, materials lists, as well as the initial set-up of your drop down lists. ➢ Additional Training Options have been on Page 4. Regarding additional training, here are my recommendations. ➢ Add an additional On-site day during the same week as the initial training. This would eliminate the additional travel costs of air -travel or driving mileage for the additional trip, as the trainer would already be there. ➢ Add (2) four-hour Web -training sessions to be used at your discretion, if you desire follow-up training to take place at later date. This would be most cost effective for you. ➢ Take advantage of the free follow-up Web -training under Annual Software Maintenance as a supplement to the above added training. These are in two-hour increments, but great for topic - specific issues. Thank you again for your time and interest in PubWorks. We look forward to working with you on this exciting project. Respectfully, Jerry Ketoff 563.581.2488 jerry@pubworks.com Pubes" The Software For Public Works Pricing and Licensing PO Box 6502 Snowmass Village, CO 81615 PubWorks.com (888)920-0380 info@PubWorks.com PubWorks is sold as a perpetual site license exclusively for Village of Oak Brook Public Works Department, its divisions and employees, placing no limits on the number of clients or PCs on which the software is installed. The pricing scenario below, includes recommended modules to address highest priority needs. Charge Description Quantity Rate Total Asset Management / Job Costing Core (SQL) 1 $ 5,000 $ 5,000 Service Requests Module (Demand Maintenance) 1 $ 1,500 $ 1,500 Work Orders Module (Planned/Preventative) 1 $ 1,500 $ 1,500 Fleet Maintenance 1 $ 2,000 $ 2,000 Online Service Requests 1 $ 1,000 $ 1,000 Fleet Online Service Requests 1 $ 1,000 $ 1,000 Software Total $12,000 Basic Installation and Data Conversion' 11 Hours $ 125/Hour $ 1,375 Onsite User Training 3 Days $ 975/Day $ 2,925 Installation and Training Total $ 4,300 Total Program Cost $16,300 N rvmpviewer nas been built using ESRI's ArcEngine. If the Village does not already have available ESRI licenses, an ArcEngine license is required for each concurrent MapViewer user. 'Data Conversion charges are estimated based on our initial review of Oak Brook's CFA data and may vary. Phase II Modules GIS MapViewer' $2,000 PubWorks Mobile Application' $2,000 'The PubWorks MapViewer has been built using ESRI's ArcEngine. If the Village does not already have available ESRI licenses, an ArcEngine license is required for each concurrent MapViewer user. 'PubWorks does not provide mobile device hardware. Additional $ 500 set-up (up to 10 devices) PUF PubWorks.com PO Box 6502 (888)920-0380 The Software For Public Works Snowmass Village, CO 81615 info@PubWorks.com Annual Support and Maintenance (ASM) 1. Ongoing customer support is provided free of charge for the first six months, and thereafter at a charge equal to 20% of the cost of software purchased. ASM is not included in above quotes. 2. ASM will be billed, following the initial six-month complimentary period, for a full twelve months from that point. The amount of ASM, based on above quote for Phase 1 is $2,400 annually 3. ASM fees may increase over time, as determined by the US BLS Consumer Price Index- U. 4. An active ASM agreement entitles you to unlimited customer support, all program updates, new versions and releases, and all enhancements at no additional charge. 5. If new software modules are purchased during this agreement, the annual payment amount will increase by 20% of the cost of the new module. Installation and Set-up 1. We will install the necessary PubWorks folders and files that will be used run the PubWorks software and assist you in setting -up and configuring the software for your environment. Data Conversion 1. Data conversion is necessary to establish a PubWorks database in which we insert your as much historical data as possible from your existing systems. 2. Data Conversion assures that PubWorks is ready to use immediately after installation and possesses the data and information that is familiar to your organization. Initial Training 1. On-site, hands-on user training is strongly recommended. 2. Based on the software purchased and detailed in the quotes above, we recommend three days of training in one on-site session. 3. Follow-up web -based training is provided free of charge. Additional Training Options As quoted above, three days of Onsite user training, in an interactive classroom environment is recommended. Should Village of Oak Brook feel additional training is necessary, the following options exist. 1. On -Site: $975 per day (additional travel costs would apply) 2. Web -Training: $500 per four-hour Web -Session 3. Free Follow-up Training: Under active ASM agreement (up to two-hour increments.) Pub"' The Software For Public Works Instructor Travel Costs PO Box 6502 Snowmass Village, CO 81615 PubWorks.com (888) 920-0380 info@PubWorks.com 1. Travel costs are not included in the above quotes, and are based on reasonable and customary airline, hotel, rental car and meals for instructor travel. 2. Customer will only be billed for the actual costs incurred. 3. Travel costs are estimated to be $ 1,500, but will not exceed (+15%) of estimate. Customer Support 1. PubWorks approach is Total Customer Satisfaction. 2. Our Service Level Objective is to respond within 30 minutes of a customer's notification of a problem. 3. Contact Pub Works Support: 1-888-920-0380 or via email at sul2port@pubworks.com. Support website, www.supi)ort.pubworks.com o Ongoing monthly training webinars, quarterly newsletters and an annual user conference. Payment and Terms 1. Upon acceptance of the software Customer will be invoiced a sum equal to 50% of the total project costs listed above. 2. Upon completion of the installation and user training Customer will be invoiced for the remaining 50% plus any other agreed upon applicable charges including additional instructor travel costs. 3. Terms are net 15 days.