IT Consulting Services VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the day of , 2020 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation ("Village'), and
CLIENTFIRST CONSULTING GROUP LLC, 980 Montecito Drive,Suite 209,Corona,CA 92879-1793("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 SECTION 3. REPRESENTATIONS OF
retains the Consultant to perform,and the Consultant agrees to CONSULTANT. The Consultant represents and certifies that
perform, all necessary services to perform the work in the Services shall be performed in accordance with the
connection with the project identified below ("Services"), standards of professional practice, care, and diligence
which Services the Consultant shall provide pursuant to the practiced by recognized consultants in performing services of
terms and conditions of this Agreement: a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
Time and Materials Consulting Services for Information addition to any other representations and certifications
Technology,as more fully described in the attached proposal expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
TIME OF PERFORMANCE. The Consultant shall perform
the Services as mutually agreed upon by the Village and The Consultant further represents that it is financially solvent,
Consultant("Time of Performance'). has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
SECTION 2. COMPENSATION. Services in a manner consistent with the standards of
professional practice by recognized consultants providing
A. Aareement Amount. The total amount services of a similar nature. The Consultant shall provide all
billed by the Consultant for the Services under this Agreement personnel necessary to complete the Services.
shall not exceed $7,500.00, including reimbursable expenses,
without the prior express written authorization of the Village SECTION 4. INDEMNIFICATION: INSURANCE-
Manager. LIABILITY.
B. Taxes, Benefits, and Royalties. Each A. Indemnification. The Consultant proposes
payment by the Village to the Consultant includes all and agrees that the Consultant shall indemnify and save
applicable federal, state, and Village taxes of every kind and harmless the Village against all damages, liability, claims,
nature applicable to the Services as well as all taxes, losses, and expenses (including attorneys' fee) that may arise,
contributions, and premiums for unemployment insurance,old or be alleged to have arisen, out of or in connection with the
age or retirement benefits, pensions, annuities, or similar Consultant's performance of, or failure to perform, the
benefits and all costs, royalties, and fees arising from the use Services or any part thereof, or any failure to meet the
of, or the incorporation into, the Services, of patented or representations and certifications set forth in Section 4 of this
copyrighted equipment, materials, supplies, tools, appliances, Agreement.
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such B. Insurance. The Consultant acknowledges
tax, contribution, premium, costs, royalties, or fees is hereby and agrees that the Consultant shall, and has a duty to,
waived and released by Consultant. maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village, as per Title 1
C. Payment of Aareement Amount. Chapter 8 of the Village Code. The Consultant's maintenance
Payments shall be made pursuant to the terms of the Local of adequate insurance shall not be construed in any way as a
Government Prompt Payment At, 50 ILCS 505/3 et.seq. 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.
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SECTION 5. GENERAL PROVISIONS. are provided,performed,and completed in accordance with all
required governmental permits, licenses, or other approvals
A. Relationship of the Parties. The and authorizations that may be required in connection with
Consultant shall act as an independent contractor in providing providing,performing, and completing the Services, and with
and performing the Services. Nothing in, nor done pursuant all applicable statutes, ordinances, rules, and regulations,
to, this Agreement shall be construed to: (1) create the including without limitation the Fair Labor Standards Act;any
relationship of principal and agent, employer and employee, statutes regarding qualification to do business; any statutes
partners, or joint venturers between the Village and prohibiting discrimination because 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,
the Americans with Disabilities Act of 1990, 42 U.S.C. §§
B. Conflicts of Interest. The Consultant 12101 et seq., and the Illinois Human Rights Act, 775 ILLS
represents and certifies that, to the best of its knowledge: (1) 5/1-101 et seq. Consultant shall also comply with all
no Village employee or officer or agent is interested in the conditions of any federal, state, or local grant received by the
business of the Consultant or this Agreement; (2) as of the Village or Consultant with respect to this Contract or the
date of this Agreement, neither the Consultant nor any person Services. Consultant shall be solely liable for any fines or
employed or associated with the Consultant has any interest civil penalties that are imposed by any governmental or quasi-
that would conflict in any manner or degree with the governmental agency or body that may arise, or be alleged to
performance of the obligations under this Agreement; and (3) have arisen, out of or in connection with Consultant's, or its
neither the Consultant nor any person employed by or subcontractors, performance of, or failure to perform, the
associated with the Consultant shall at any time during the Services or any part thereof. Every provision of law required
term of this Agreement obtain or acquire any interest that by law to be inserted into this Contract shall be deemed to be
would conflict in any manner or degree with the performance inserted herein.
of the obligations under this Agreement.
F. Default. If it should appear at any time that
C. No Collusion. The Consultant represents the Consultant has failed or refused to prosecute, or has
and certifies that the Consultant is not barred from contracting delayed in the prosecution of, the Services with diligence at a
with a unit of state or local government as a result of(1) 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 any other requirement of this Agreement ("Event of
the appropriate revenue act, its liability for the tax or the Default'), and fails to cure any such Event of Default within
amount of the tax, as set forth in Section 11-42.1-1 et seq. of ten business days after the Consultant's receipt of written
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or notice of such Event of Default from the Village, then the
(2) a violation of either Section 33E-3 or Section 33E-4 of Village shall have the right, without prejudice to any other
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 remedies provided by law or equity, to (1) terminate this
et seq. If at any time it shall be found that the Consultant Agreement without liability for further payment; or (2)
has, in procuring this Agreement, colluded with any other withhold from any payment or recover from the Consultant,
person,firm,or corporation,then the Consultant shall be liable any and all costs, including attorneys' fees and administrative
to the Village for all loss or damage that the Village may expenses,incurred by the Village as the result of any Event of
suffer, and this Agreement shall, at the Village's option, be Default by the Consultant or as a result of actions taken by the
null and void. Village in response to any Event of Default by the Consultant.
D. Termination. Notwithstanding any other G. Assignment. This Agreement may not be
provision hereof, the Village may terminate this Agreement at assigned by the Village or by the Consultant without the prior
any time upon 15 days prior written notice to the Consultant. written consent of the other party.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and H. Notice. All notices required or permitted to
reimbursable expenses actually incurred, if any, prior to be given under this Agreement shall be in writing and shall be
termination, not exceeding the value of the Services delivered: (1)personally; (2) by a reputable overnight courier;
completed. (3)by certified mail,return receipt requested,and deposited in
the U.S.Mail,postage prepaid;or by(4)electronic notice with
E. Compliance with Laws and Grants. evidence of delivery. Unless otherwise expressly provided in
Consultant shall give all notices, pay all fees, and take all this Agreement, notices shall be deemed received upon the
other action that may be necessary to ensure that the Services earlier of: (a) actual receipt; (b) one business day after deposit
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with an overnight courier as evidenced by a receipt of deposit; K. Conflicts: Ezbibits. If any term or
or(c)three business days following deposit in tate U.S.mail, provision in this Agreement conflicts with any term or
as evidenced by a return receipt. Notices and communications provision of an attachment or exhibit to this Agreement,the
to the Village shall be addressed to, and delivered at, the terms and provisions of this Agreement shall control.
following address:
L. GoverniMg LgwL This Agreement and the
Village of Oak Brook rights of Owner and Consultant under this Agreement shall be
1200 Oak Brook Road interpreted according to the internal laws,but not the conflict
Oak Brook,Illinois 60523 of laws rules,of the State of Illinois;the venue for any legal
Attention: Jim Fox,Information action arising in connection with this Agreement shall be in
Technology Director the Circuit Court of DuPage County,Illinois.
Notices and communications to the Consultant shall be M. No Disclosure of Confidential Information by
addressed to,and delivered at,the following address: the Consultant. Confidential information means all material,
non-public, business-related information, written or oral,
ClientFirst Consulting Group LLC whether or not it is marked that is disclosed or made available
980 Montecito Drive,Suite 209 to the Consultant,directly or indirectly,through any meatus of
Corona,CA 92879-1793 communication or observation.The Consultant acknowledges
Attention:Tom Jakobsen,Partner that it shall,in performing the Services for the Village under
this Agreement, have access, or be directly or indirectly
1. Waiver Neither the Village nor the exposed,to Confidential Information. The Consultant shall
Consultant shall be under any obligation to exercise any of the hold confidential all Confidential Ittfotation and shall not
rights granted to them in this Agreement except as it shall disclose or use such Confidential Information without the
determine to be in its best interest from time to time. The express prior written consent of the Village. The Consultant
failure of the Village or the Consultant to exercise at any time shall use reasonable measures at least as strict as those the
any such rights shall not be deemed or construed as a waiver Consultant uses to protect its own confidential information.
of that right,nor shall the failure void or affect the Village's or Such measures shall include, without limitation, requiring
the Consultant's right to enforce such rights or any other employees and subcontractors of the Consultant to execute a
rights, non-disclosure agreement before obtaining access to
Confidential Information.
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.
ATTEST: VILLAGE OF OAK BROOK
By-
Charlotte
YCharlotte Pruss,Village Clerk Riccardo F.Ginex,Village Manag
CLIENTFIRST CONSULTING GROUP LLC
By: By:
-_
Title: Its:
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EXHIBIT A
(Proposal)
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CLIENTFIRST OPTIMAL TECHNOLOGY GUIDANCE
TECHNOLOGY CONSULTING
February 21, 2020
Mr. Jim Fox
IT Director
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
RE: Proposal for Time and Materials Consulting Services
Dear Mr. Fox:
Please accept this letter as our Proposal for Time and Materials Consulting Services for the
Village of Oak Brook (Village).
From time to time, the Village may request consulting services and professional opinions from
CLIENTFIRST Technology Consulting (CLIENTFIRST) regarding information technology matters. In
some cases, these requests are significant, while others require only a telephone conversation
and a little research. This proposal will document the terms under which CLIENTF►RSTwill provide
ad hoc information technology consulting services to the Village.
Potential Projects
Potential projects that may be included under this agreement are listed below. Occasionally,
situations may arise where the Village feels it is beneficial to involve CLIENTFIRST in projects such
as:
• Assistance with firewall and network-related changes
• Configuration of network equipment and Oak Brook Park District connectivity
• Opinions related to potential procurement of hardware or software
• Supplemental or emergency IT Support
Process for Requesting Consulting Services
The IT Manager, or his supervisor, may request consulting services directly from CLIENTFIRST.
Consulting services requests can be made directly through any CLIENTFIRST consultant. Unless
their immediate assistance is required, the CLIENTFIRST consultant will then inform a CLIENTFIRST
Principal, either David Krout or Tom Jakobsen, of the request. The CLIENTFIRST Principal will
then determine the scope of work and an estimate of the cost of consulting services.
• Consulting services with an estimated total cost of less than $2,500 will be performed
without further documentation.
• For consulting services estimated to cost between $2,500 and $5,000, the CLIENTFIRST
Principal will document the request and cost estimate in electronic mail and receive
verification, both electronically and in writing, prior to proceeding.
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Illinois • California • North Carolina • Texas • 800.806.3080 • Fax 888.478.0495
Time and Materials Consulting Services
(f);
• Consulting services with an expected cost exceeding $5,000 will require a separate
proposal to document the scope of work and expected fees.
• Should additional projects be requested of CLIENTFIRST during the performance of an
assignment, that work effort will be evaluated based on the above criteria and the action
steps required above will be followed.
In the event the Village requests consulting services that require immediate assistance, the
consultants involved will provide the necessary assistance, as requested. Village and
CLIENTFIRST management will be notified of the immediate service during the course of normal
problem reporting and escalation procedures.
Fees
Our professional fees are based on the estimated time required to complete consulting requests
and the individuals performing the specific elements of those requests. CLIENTFIRST will use the
following schedule for consulting services covered under this agreement:
Principal / Project Leader $205
Senior Telecommunications Consultant $195
Senior Network Engineer $175
Network Engineer $155
Telecommunications Consultant $150
Staff Consultant $135
Desktop Support $90
Housekeeping
CLIENTFIRST will provide detailed accounting of all consulting time and expenses as part of the
invoice. The consulting fees payable based on this agreement shall not exceed $7,500 unless
both parties agree to extend the agreement in writing. Payment is expected 30 days after
receipt of the invoice. Expenses are anticipated to primarily be for travel and parking-related
items and will be passed through at cost. The Village will approve any extraordinary expenses,
such as airplane flights or hotels, in advance.
Please contact me directly at 847.598.0345 or tjakobsen@clientfirstcg.com if you have any
questions regarding our proposal. We look forward to the opportunity to provide continued
services to the Village of Oak Brook.
Sincerely,
To�m_,J akobs�e
Partner
IT Infrastructure and Support Practice Leader
CLIENTFIRST TECHNOLOGY CONSULTING 2 J2
OPTIMAL TECHNOLOGY GUIDANCE