Bath and Tennis Wetland Management_201504141244179775VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the day of Wtk, 2015 (`Agreement"), and is by and between the VILLAGE OF
OAK BROOK, an Illinois municipal corporation ("Village"), and ENCAP INCORPORATED, 258 Wagner Cf., DeKalb, Illinois
60015 ("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
retains the Consultant to perform, and the Consultant agrees to
perform, all necessary services to perform the work in
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
2015 Both and Tennis Wetland Management per attached
proposal No. 15-0216A, dated February 19, 2015.
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services prior to December 31,
2015,
SECTION 3. COMPENSATION.
A. AEreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $7,950.00, including reimbursable expenses,
without the prior express written authorization of the Village
Manager. The terms for payment to the Consultant shall be as
follows:
Payment will be made upon approval by the Village of
completion of each of the three treatments and selective
mowing. The parties acknowledge and agree that Exhibit A
is attached for the description of services to be provided only.
The other terms and conditions on Exhibit A shall not apply
and are superseded in their entirety by this Contact.
B. Taxes, Benefits, and Royalties. 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.
A pproved as to F/oM L =f
SECTION 4. REPRESENTATIONS OF
CONSULTANT. 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 indemnify, 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 of this
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 construed in
any way 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
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: (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 33E-3 or Section 33E-4 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 be 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 et seq., and the Illinois Human Rights Act, 775 ILCS
5/1-101 et .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 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 satisfy the Services or
any other requirement of this Agreement (`Event of
Default"), 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 from 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. Assignment. 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 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: Village Manager
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
Encap Incorporated
2585 Wagner Ct,
DeKalb, Illinois 60115
Attention: Susan Rowley
I. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any 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
failure of the Village or the Consultant to exercise at any time
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
the Consultant's right to enforce such rights or any other
rights.
J. Third Party Beneficiary. No claim as a
third party beneficiary under this Agreement by any person,
firm, or corporation shall be made or be valid against the
Village.
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By:
TTEBy: By.
Charlotte Pruss, Village Clerk Riccardo F. Ginex, Village Man ger
#11563377_vl
ENCA
By:
Its:
AENCAP
I N C O R P O R A T E D
PROPOSAL NO. 15-0216A
February 19, 2015
Mr. Phil Laures
Village of Oak Brook
1200 Oak Brook Rd
Oak Brook IL 60523
plaures0oak-brook.o ra
Village of Oak Brook - Bath and Tennis - 2015 Management
2585 Wagner Ct.
DeKalb; IL60115
Phone: 815.748.4500
Fax: 815.748.4255
www.encapinc.net
#
DESCRIPTION OF WORK
UNIT
# OF UNITS
UNIT COST
COST
2015 Native Plant Management including
herbicide treatment and selective mowing of
1
invasive species.
Each
3
$650:00
$1;950.00
$1,950.00
Herbicide treatments and mowing to be performed concurrently during site visits
Payment Agreement
The Village of Oak Brook., (hereinafter "Client") shall be solely liable for the timely payment of all amounts
invoiced under this proposal. Invoices will be tendered by ENCAP, Inc. ("ENCAP") from time to time, but no more
frequently than every two weeks, and shall be due and payable upon receipt. If Client objects to all or any portion
of an invoice, Client shall nevertheless timely pay the undisputed amount of such invoice and promptly advise
ENCAP in writing of the reasons for disputing any amount.
Client shall pay an additional charge of two (2) percent (or the maximum percentage allowed by law, whichever is
lower) of the invoiced amount per month for any payment received by ENCAP more than thirty (30) calendar
days from the date of the invoice, excepting any portion of the invoiced amount in dispute and resolved in favor of
Client. Payments shall first be applied to accrued interest and then to the unpaid principal amount.
If Client fails to pay invoiced amounts within thirty (30) calendar days of the date of the invoice, ENCAP may at
any time, without waiving any other claim against Client and without incurring any liability to Client, suspend or
terminate performance under this Agreement as long as any hazardous conditions created by ENCAP'S
previously performed services are rendered non -hazardous to Clients employee's, agents and subcontractors,
the general public, and the environment. Termination shall not relieve Client of its obligation to pay amounts
incurred up to termination. ENCAP shall be entitled to recover any and all costs of collection associated with
recovery of amounts due under this Payment Agreement, including but not limited to reasonable attorney's fees.
Client will indemnify and hold harmless ENCAP and its representatives, agents, employees, and successors and
assigns from and against any and all claims, suits, actions, losses, penalties, fines, and damages of any nature
whatsoever, and shall pay any reasonable attorney's fees, expert witnesses fees, and ENCAP fees, and court
costs arising or resulting from (1) Client's breach of this Agreement; or (2) Client's negligence or intentional
misconduct-
Client shall accept full responsibility for payment notwithstanding any other agreement with owner or other party,
and in no event will any provision in a contract, agreement, or understanding which conditions Client's payment
to ENCAP upon receipt of the payment from any other party relieve Client from responsibility for payment to
ENCAP.
By: ENCAP, Inc. By: Village of Oak Brook
Susan Rowley Date Authorized Rep. Date
OA