Cross Connection Control Program Inspections for Non-residential Properties VILLAGE OF OAK BROOK
jPROFESSIONNAL SERVICES AGREEMENT
This AGREEMENT is dated as of the )s d y of MWC 2021 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road,Oak Brook,Illinois 6052 an Illinois municipal corporation("Village'),and BACKFLOW
SOLUTIONS,INC.,12609 S.Laramie Avenue,Alsip,Illinois 60803 ("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 a similar nature in existence at the Time of Performance. The
retains the Consultant to perform,and the Consultant agrees to representations and certifications expressed shall be in
perform, all necessary services to perform the work in addition to any other representations and certifications
connection with the project identified below ("Services"), expressed in this Agreement, or expressed or implied by law,
which Services the Consultant shall provide pursuant to the which are hereby reserved unto the Village.
terms and conditions of this Agreement:
The Consultant further represents that it is financially solvent,
Cross Connection ControllBackflow Program Inspection has the necessary financial resources, and is sufficiently
Services for Non Residential Properties, as specified in the experienced and competent to perform and complete the
attached proposal dated March 2,2021. Services in a manner consistent with the standards of
professional practice by recognized consultants providing
TIME OF PERFORMANCE. The Consultant shall perform services of a similar nature. The Consultant shall provide all
and complete the Services as mutually agreed upon between personnel necessary to complete the Services.
Village and Consultant("Time of Performance').
SECTION 4. INDEMNIFICATION; INSURANCE;
SECTION 2. COMPENSATION. LIABILITY.
A. Agreement Amount. The total amount A. Indemnification. The Consultant proposes
billed by the Consultant for the Services under this Agreement and agrees that the Consultant shall indemnify and save
shall$125.00 per physical inspection (minimum of 20),for a harmless the Village against all damages, liability, claims,
not-to-exceed cost of $20,000.00, including reimbursable losses, and expenses (including attorneys' fee) that may arise,
expenses, without the prior express written authorization of or be alleged to have arisen, out of or in connection with the
the Village Manager. Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
B. Taxes, Benefits, and Royalties. Each representations and certifications set forth in Section 4 of this
payment by the Village to the Consultant includes all Agreement.
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes, B. Insurance. The Consultant acknowledges
contributions, and premiums for unemployment insurance, old and agrees that the Consultant shall, and has a duty to
age or retirement benefits, pensions, annuities, or similar maintain adequate insurance, in an amount, and in a form and
benefits and all costs, royalties, and fees arising from the use from companies, acceptable to the Village. The Consultant's
of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in
copyrighted equipment, materials, supplies, tools, appliances, any way as a limitation on the Consultant's liability for losses
devices, processes, or inventions. All claim or right to claim or damages under this Agreement.
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby C. No Personal Liability. No elected or
waived and released by Consultant. appointed official or employee of the Village shall be
personally liable, in law or in contract,to the Consultant as the
C. Payment of Agreement Amount. result of the execution of this Agreement.
Payments shall be made pursuant to the terms of the Local
Government Prompt Payment At, 50 ILCS 505/3 et.seq. SECTION 5. GENERAL PROVISIONS.
SECTION 3. REPRESENTATIONS OF A. Relationship of the Parties. The
CONSULTANT. The Consultant represents and certifies that Consultant shall act as an independent contractor in providing
the Services shall be performed in accordance with the and performing the Services. Nothing in, nor done pursuant
standards of professional practice, care, and diligence to, this Agreement shall be construed to: (1) create the
practiced by recognized consultants in performing services of relationship of principal and agent, employer and employee,
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partners, or joint venturers between the Village and 5/1-101 et seq. Consultant shall also comply with all
Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Default. If it should appear at any time that
Consultant shall at any time during the term of this Agreement the Consultant has failed or refused to prosecute, or has
obtain or acquire any interest that would conflict in any delayed in the prosecution of, the Services with diligence at a
manner or degree with the performance of the obligations rate that assures completion of the Services in full compliance
under this Agreement. with the requirements of this Agreement, or has otherwise
failed,refused,or delayed to perform or satisfy the Services or
C. No Collusion. The Consultant represents any other requirement of this Agreement ("Event of
and certifies that the Consultant is not barred from contracting Default'), and fails to cure any such Event of Default within
with a unit of state or local government as a result of (1) a ten business days after the Consultant's receipt of written
delinquency in the payment of any tax administered by the notice of such Event of Default from the Village, then the
Illinois Department of Revenue unless the Consultant is Village shall have the right, without prejudice to any other
contesting, in accordance with the procedures established by remedies provided by law or equity, to (1) terminate this
the appropriate revenue act, its liability for the tax or the Agreement without liability for further payment; or (2)
amount of the tax, as set forth in Section 11-42.1-1-et seq. of withhold from any payment or recover from the Consultant,
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or any and all costs, including attorneys' fees and administrative
(2) a violation of either Section 33E-3 or Section 33E-4 of expenses, incurred by the Village as the result of any Event of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Default by the Consultant or as a result of actions taken by the
et seq. If at any time it shall be found that the Consultant Village in response to any Event of Default by the Consultant.
has, in procuring this Agreement, colluded with any other
person,firm,or corporation,then the Consultant shall be liable G. Assignment. This Agreement may not be
to the Village for all loss or damage that the Village may assigned by the Village or by the Consultant without the prior
suffer, and this Agreement shall, at the Village's option, be written consent of the other party.
null and void.
H. Notice. All notices required or permitted to
D. Termination. Notwithstanding any other be given under this Agreement shall be in writing and shall be
provision hereof, the Village may terminate this Agreement at delivered: (1)personally; (2)by a reputable overnight courier;
any time upon 15 days prior written notice to the Consultant. or by (3) by certified mail, return receipt requested, and
In the event that this Agreement is so terminated, the deposited in the U.S. Mail,postage prepaid. Unless otherwise
Consultant shall be paid for Services actually performed and expressly provided in this Agreement, notices shall be deemed
reimbursable expenses actually incurred, if any, prior to received upon the earlier of. (a) actual receipt; (b) one
termination, not exceeding the value of the Services business day after deposit with an overnight courier as
completed. evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be
Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address:
other action that may be necessary to ensure that the Services
are provided,performed,and completed in accordance with all Village of Oak Brook
required governmental permits, licenses, or other approvals 1200 Oak Brook Road
and authorizations that may be required in connection with Oak Brook,Illinois 60523
providing, performing, and completing the Services, and with Attention: Doug Patchin, Public Works
all applicable statutes, ordinances, rules, and regulations, Director
including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes Notices and communications to the Consultant shall be
prohibiting discrimination because of, or requiring affirmative addressed to,and delivered at,the following address:
action based on,race, creed,color,national origin,age, sex, or
other prohibited classification, including, without limitation, Backflow Solutions,Inc.
the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12609 S.Laramie Avenue
12101 et seq., and the Illinois Human Rights Act, 775 ILCS Alsip,Illinois 60803
2
Attention: Michelle Bever, VP of Sales and attachment or exhibit to this Agreement, the terms and
Marketing provisions of this Agreement shall control.
I. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any of the M. No Disclosure of Confidential Information by
rights granted to them in this Agreement except as it shall the Consultant. Confidential information means all material,
determine to be in its best interest from time to time. The non-public, business-related information, written or oral,
failure of the Village or the Consultant to exercise at any time whether or not it is marked that is disclosed or made available
any such rights shall not be deemed or construed as a waiver to the Consultant, directly or indirectly, through any means of
of that right,nor shall the failure void or affect the Village's or communication or observation. The Consultant acknowledges
the Consultant's right to enforce such rights or any other that it shall, in performing the Services for the Village under
rights. this Agreement, have access, or be directly or indirectly
exposed, to Confidential Information. The Consultant shall
J. Third Party Beneficiary. No claim as a third party hold confidential all Confidential Information and shall not
beneficiary under this Agreement by any person, firm, or disclose or use such Confidential Information without the
corporation shall be made or be valid against the Village. express prior written consent of the Village. The Consultant
shall use reasonable measures at least as strict as those the
K. Governing Laws. This Agreement and the rights of Consultant uses to protect its own confidential information.
Owner and Consultant under this Agreement shall be Such measures shall include, without limitation, requiring
interpreted according to the internal laws, but not the conflict employees and subcontractors of the Consultant to execute a
of laws rules, of the State of Illinois; the venue for any legal non-disclosure agreement before obtaining access to
action arising in connection with this Agreement shall be in Confidential Information.
the Circuit Court of DuPage County,Illinois.
L. Conflicts: Exhibits. If any term or provision in this
Agreement conflicts with any term or provision of an
ATTEST: � VIL
Charlotte Pruss,Village Clerk Riccar o t.Ginex,Village Manager
ATTEST: BACKFLOW SOLUTIONS,INC.
By: By:
Title:
Director of Sal Its: VP of Client Services
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EXHIBIT A
(PROPOSAL DATED MARCH 2,2021)
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March 2,2021
Rick Valent
Village of Oak Brook
1200 Oak Brook Rd
Oak Brook, IL 60523
RE:Backflow Inspections
Rick,
Thank you for the opportunity to provide the Village of Oak Brook with a proposal for services related to your cross-
connection control/backflow program. I have put together a ballpark quote for services that include cross-
connection control inspections of your non-residential properties.With the following,I have taken the liberty of
providing a general scope of services,with the hope of explaining everything that would go into this project.
Services
The advantages of outsourcing a project such as this are many. Some of the most notable advantages include:
a. Experienced Field Staff—whereas the Village would most likely be required to add field personnel
(including training),our team already possesses seasoned and experienced inspectors that will expertly
conduct your backflow inspections.All our field personnel are licensed in conducting backflow inspections.
Perhaps the most important attribute of our inspectors is the knowledge they possess. It is easy to conduct
a backflow inspection of a toy store that has a toilet and sink; however, it is quite another matter to inspect
a hospital or even a grocery store.
b. Office Personnel—the BSI team is ready to assist you with all office time related to this project.We have a
team of friendly and knowledgeable customer service agents that will work with your customers
throughout the duration of this project. Backflow inspections,particularly when they are being done for the
first time,tend to elicit a large amount of questions from your water customers(i.e. What is backflow?
Why do I have to do this?Who can install my backflow device?).Our team is experienced in answering all
the questions your customers will have.We also work closely with the backflow testers and plumbers who
will be performing install and testing work,as well as with the Village personnel that will be involved with
this project.
c. Oversight and Insurance—Our inspection team is led by our Field Operations Director,Jody Hill.Jody is a
mechanical engineer and former water operator with over 20 years'experience in backflow.Jody reviews
each inspection to ensure consistency and accuracy.Since backflow inspections deal directly with the
health of your populace,it is important to not just get them right, but also to protect the Village from any
liability. BSI carries large insurance policies,including General Liability,Crime, Errors and Omissions,and a
$5 million dollar umbrella policy.
d. Notifications—Backflow inspections require constant communication with your customers.BSI will alert
each property that an inspector will be arriving to perform inspections and will also follow-up each
inspection with a detailed inspection report sent to your customers.These reports can include remediation
specification and a time frame to have work completed(this is all at the discretion of the Village).
800.414.4990 1 Backflow.com
12609 S Laramie Avenue,Alsip, IL 60803
e. Inspections—all inspections will be a "boots on the ground"field inspection to inventory existing backflow
information and identify deficiencies. Remediation will be specified in accordance with both Village and
State regulations.
To summarize,outsourcing to BSI will provide you with experienced staff who will conduct your project in a
professional manner. Best of all,when the project is complete,you are not left with excess staff that you must try to
re-task on other projects.
cost
$125 per physical inspection,minimum of 20
Please project.
PrintedSigned
Sincerely,
Vanessa Harding
Client Support Associate
BSI Online
800.414.4990 Backflow.com
12609 S Laramie Avenue,Alsip, IL 60803