615 Hunter Drive Closeout DocumentsVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of theit day of2016 ("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, an Illinois municipal corporation ("Vf/[age's, add HUFF & HUFF INC. 915 HARGER ROAD, SUITE 330, OAS
BROOK, ILLINOIS 60523 ("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:
Preparation of the closeout documents required by the
Illinois Emergency Management Agency (IFMA) for the
Hazard Mitigation Grant Program (HMGP) grant obtained
for the demolition of the building at 615 Hunter Drive.
Specifically, the project scope includes thefollowing tasks to
be completed.
Task I — Consultant will review the existing documents on
file with the Village for the project to determine the FEMA
requirements
Task 2 — Consultant will coordinate with the Village's
Finance Department for the documents required by the
IEMA
Task 3 — Consultant will prepare the final inspection and
final inspection report including photographs as required by
the IEMA
Task 4 — Consultant will prepare and assemble the final
closeout documents as required by the IEMA for submittal
by the Village
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform and complete the Services within 12
weeks of receipt of the completed questionnaires, but in no
event later than April 30, 2016 ("Time ofPerformance'�.
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $1,300, 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 30 Clays following completion and final approval by the
Village.
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.
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. Relolionshin 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, m 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 tern 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
el 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. Terniination. Notwithstanding any other
provision hereof, the Village may terminale this Agreement at
any time upon 15 days prior written notice to the Consultant.
1n 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. Cnmoliance 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 er' seq., and the Illinois Yunnan 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.
R. 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. AssiLunient. This Agreement may not be
assigned by the Village oby the Consultant without the prior
written consent of the other panty.
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 C.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:
Huff & Huff, Inc.
91S Harger Road, Suite 330
Oak Brook, Illinois 60559
Attn: James E. Huff, P.E.
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
ATTEST:
By:
Charlotte
Pruss, t age Clerk
ATTEST:.
By:
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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 Beneficial, No claim as a
third patty beneficiary under this Agreement by any person,
ftnn, or corporation shall be made or be valid against the
Village.
K. Goveriihte Lawi Venue. This Agreement shall be
governed by, construed and enforced in accordance with the
internal laws, but not the conflicts of laws rules, of the State of
Illinois. Venue for any action arising out of this Agreement
shall be in the Circuit Court for DuPage County, Illinois.
L. Exhibits. If any conflict exists between this
Contract and any exhibit attached hereto, the terms of this
Contract shall prevail.
HUFF & HUFF, INC.
By:
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mm0-onrucn tnl engineers
and cm N,,11 nus
December 11, 2015
Mr. Doug Patchin
Interim Public Works Director
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois, 60523-2255
Re; Proposal for 615 Hunter Drive Grant Closeout Documents
Proposal No. 81.PD00020.16
Dear Mr. Patchin:
915 Harper Road, Stute 330
Oak Brook. IL 60523
Phone (630) 684.9100
Fax (630) 684-9120
Website: burylAruff lutffcom
Huff & Huff, Inc. a subsidiary of GZA (Consultant) is prepared to offer Professional Engineering
Services to the Village of Oak Brook (Client) with respect to preparation of the closeout documents
required by the Illinois Emergency Management Agency (IEMA) for the Hazard Mitigation Grant
Program (HMGP) grant obtained for the demolition of the building at 615 Hunter Drive in Oak
Brook Illinois. Huff & Huff prepared the specifications for the demolition of the building which
included the asbestos survey of the building. The building was removed in March of 2014 with the
final seeding of the property performed in June of 2014.
1. PROJECT SCOPE
Specifically, the following tasks will be completed:
Task 1 REVIEW OF VILLAGE DOCUMENTS
Consultant will review the existing documents on file with the Village for the project to
determine compliance with the IEMA requirements.
Task 2 COORDINATE WITH STAFF
Consultant wilt coordinate with the Village's Finance Department for the documents
required by the IEMA.
Task 3 FINAL INSPECTION
Consultant will prepare the final inspection and final inspection report including
photographs as required by the IFMA.
Task 4 PREPARE PINAL CLOSEOUT DOCUMENTS
Consultant will prepare and assemble the final closeout documents as required by the
IEMA for submittal by the Village.
2. PROJECT COST AND SCHEDULE
The estimated cost for completion of the grant closeout documents is listed below:
TASK Amount ($)
1 — Review Village Documents 225
2 — Coordinate with Village Staff 225
3 — Final Inspection 125
4 —Final Closeout Documents 725
Total Estimated Cost: $1300
Consultant will guarantee the total project cost will not exceed $1,300.00, without written
authorization by the Village of Oak Brook.
The project will start within one week of the notice to proceed.
Consultant will invoice monthly for professional services and reimbursable expenses. Payment will
be due to H&H thirty (30) days after receipt of H&H's invoice. A charge of 1-1/2% per month from
the 30th day will be accrued for late payment.
3.
1. CONSULTANT'S SERVICES: The Consultant's (Huff & Huff, Inc.) services shall consist of
those tasks described in Section 1.
2. SCHEDULE: The Consultant's work under this Agreement shall begin upon receipt of written
notice to proceed or a signed copy of this Agreement and services under this Agreement shall be
completed within twelve weeks of receipt of the completed questionnaires, and assuming no delays
P/FY2016/design/81.PD00020.160nk Brook Hunler Closeout
in scheduling the site inspection.
3. COMPENSATION: The fee basis for the scope of work, as outlined in Section 2, pertains to
the specific scope work outlined in Section 1. This cost estimate is valid for 60 days based upon
Consultant's 2013 Fee Schedule.
4. DIRECTION: For work performed under this Agreement, Consultant shall take direction from
the Client.
5. CHANGES: This Agreement may only be changed by written amendment which specifies the
terms being revised and which has been signed by both parties hereto.
6. PROJECT DATA: The Consultant, in coordination with the Client, shall obtain from the
appropriate sources all data and information necessary for the proper and complete execution of the
Consultant's services. Consultant shall be entitled to rely on materials and information provided by
the Client.
7. INDEPENDENT CONSULTANT: The Consultant shall be deemed to be an independent
contractor in all its operations and activities hereunder. The employees furnished by Consultant to
perform the work shall be deemed to be Consultant employees exclusively, and said employees shall
be paid by Consultant for all services in this connection. The Consultant shall be responsible for all
obligations and reports covering Social Security, Unemployment Insurance, Worker's Compensation,
Income 'Fax, and other reports and deductions required by an applicable state or Federal law.
8. RIGHTS OF WORK PRODUCT: Client shall have unlimited rights in all drawings, designs,
specifications, notes, and other work developed in the performance of this contract, including the
right to use same on any other work without additional cost to the Client. The Consultant shall not
be liable for any use or reuse of the drawings, designs, specifications, notes and other work for use
other than intended under the terms of this Agreement.
9. INDEMNIFICATION: The Consultant hereby agrees to indemnify and hold harmless the Client
and any proper owners whose property it is necessary to access in the performance of this work,
against any and all liability, loss, damages, demands, or actions or causes of action, which may result
from any damages or injuries sustained by a person or entity in connection with or on account of any
negligent act or omission of the Consultant or its employees relating to its obligations pursuant to
this Agreement.
10. TERMINATION: Client may terminate this Agreement at anytime upon ten (10) days written
notice for whatsoever reason, provided Client shall pay the Consultant a reasonable fee for work
satisfactorily performed prior to the effective date of termination. In no case, however, shall the total
amount paid to Consultant exceed the amount set out above.
11. INSURANCE: The Consultant shall maintain insurance as set forth in the prime contract, if
attached, or as set forth below.
a. Worker's Compensation and Employer's Liability Insurance: Worker's Compensation in
compliance with applicable State and Federal laws.
P/FY2016/design/81,PD00020.16 Oak Brook Hunter Closeout
b. Comprehensive General Liability Insurance for Bodily Injury and Property Damage to a
combined single limit of $2,000,000 per occurrence/claim or an umbrella of $3,000,000.
c. Comprehensive Automobile Liability Insurance, including owned, hired, and non -owned
automobiles, for Bodily Injury and Property Damage to a combined single limit of $1,000,000
per occurrence.
d. Professional liability insurance S 1,000,000 on a claims made basis.
12. STANDARD OF CARE: Services performed by the Consultant under this Agreement will be
conducted in a manner consistent with the level of care and skill ordinarily exercised by members of
the profession currently practicing in the same locality under similar conditions.
13. RETENTION OF RECORDS: Consultant shall maintain complete records of all hours billed
and direct costs incurred under this Agreement so as to accurately reflect the services performed and
basis for compensation and reimbursement under this Agreement.
14, LEGAL: This Agreement shall be construed and interpreted solely in accordance with the laws
of the State of Illinois.
BOTH PARTIES HERETO WARRANT AND REPRESENT that they have full right, power, and
authority to execute this Contract.
IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year
first specified below.
CONSULTANT:
HUFF & HUFF, INC.
Signature
By: James E. Huff, P.E.
Typed Name
Principal
Officer's Title
December 11, 2015
Date
P/PY2016/design/81,PD00020,16 Onk Brook Hnnler Closeout
CLIENT:
VILLAGE OF OAK BROOK
Signature
Typed Name
Title
Date