R-14-16 Authorizing An Agreement For Professional Auditing Services With Baker Tilly Village of Lemont
418 Main St
Lemont, ILLINOIS 60439
Professional Auditing Services Agreement
With:
BAKER TILLY VIRCHOW KRAUSE, LLP
1301 W. 22nd Street, Suite 400
Oak Brook, IL 60523
630-645-6205
Note: This cover sheet is an integral part of the Auditing Services Agreement and is, as are the following
documents, part of any contract executed between the Village of Lemont and Baker Tilly Virchow Krause, LLP. Do
not detach any portion of this document. Invalidation could result.
I. Contract Scope And Background
The Village of Lemont ("Village") is contracting with Baker Tilly Virchow Krause, LLP
("Auditor") to provide professional auditing services as per Auditor's proposal dated January
22, 2016 (Attachment One), which was submitted pursuant to the Village's Request for
Proposals for Professional Auditing Services (Attachment Two), as published by the Village. All
terms and conditions of Attachment One and Attachment Two, as well as the additional terms
of this Contract shall apply (the Auditor's proposal dated January 22, 2016, the Village's
Request for Proposals for Professional Auditing Services, and this Contract shall be hereinafter
referred to as the "Auditing Services Agreement"). Should there be a conflict between any of
the terms of this Contract, Attachment One or Attachment Two, the terms of this Contract shall
control over the terms of Attachment Two which shall control over of the terms of Attached
One.
II. General Minimum Specifications
By signature on this Contract, the Auditor is acknowledging its responsibility for being familiar
with all conditions, instructions, specifications and other terms contained in the Auditing
Services Agreement. Auditor's submission of its quotes in Attachment One shall be deemed
certification that the Auditor has taken all steps necessary to become fully informed as to the
nature and scope of the services to be provided, expectations, conditions, requirements,
specifications, and the accuracy of estimates as to costs and personnel required under the
Auditing Services Agreement. Failure to have taken such steps will not: a) secure relief on a
plea of error or mistake; b) excuse the Auditor from performance of their duties and obligations
imposed under the terms of the Auditing Services Agreement; c) serve as a basis for modifying
the Auditing Services Agreement in any way; or, d) justify any request for additional
compensation.
III. Indemnification
To the fullest extent permitted by law, Auditor shall indemnify the Village, its corporate
authorities, trustees, officers, directors, agents, and employees from and against any and all
injury, death, loss, property damage,judgments, liens, claims, suits, liabilities, actions, causes of
action, demands, expenses, costs, or other liabilities of any character (including reasonable
attorneys fees) brought by a third-party, relating to or resulting from Auditor's (including
Auditor's employees, agents, officers, directors, and anyone directly or indirectly employed by
Auditor or anyone for whose acts Auditor may be liable): (a) failure to comply with, or violation
of, any federal, state or local law, statute, regulation, rule, ordinance, order of governmental
directive; and (b) fraudulent behavior or willful misconduct in relation to the Auditing Services
Agreement. In connection with any such liabilities, the Village of Lemont, its officers, agents,
employees, representatives and their assigns shall have the right to defense counsel of its
choice and Auditor shall be solely liable for all costs, fees and expenses of such defense. Any
collateral or insurance requirements under the Auditing Services Agreement shall in no way
limit the extent of Auditor's responsibility to indemnify as herein provided.
As Auditor is performing the services solely for the benefit of the Village, the Village will
indemnify Auditor, its subsidiaries and their present or former partners, principals, employees,
officers and agents against all costs, fees, expenses, damages and liabilities (including attorneys'
fees and all defense costs) associated with any third-party claim, relating to or arising as a result
of the services, the Village's use of the Deliverables, or this Auditing Services Agreement, except
this provision shall not apply to any third party claim made as a result of the Auditor's
negligence, willful misconduct, or intentional misconduct.
The terms of this indemnity shall survive the suspension, expiration or termination of the
Auditing Services Agreement.
IV. Limitation of Damages
The liability (including attorney's fees and all other costs) of Auditor and its present or former
partners, principals, agents or employees related to any claim for damages relating to the
services performed under this Auditing Services Agreement shall not exceed the fees paid to
Auditor for the portion of the work to which the claim relates, except to the extent finally
determined to have resulted from the willful misconduct or fraudulent behavior of Auditor
relating to such services. Additionally, in no event shall either party be liable for any lost profits,
lost business opportunity, lost data, consequential, special, incidental, exemplary or punitive
damages arising out of or related to this Auditing Services Agreement.
Notwithstanding any provision herein to the contrary, this limitation of damages shall not apply
to a party's indemnification obligations under Section III above.
The terms of this limitation of damages shall survive the suspension, expiration or termination
of the Auditing Services Agreement.
V. Non-Discrimination
A. The Auditor shall, as a party to a public contract:
1. Refrain from unlawful discrimination in employment and undertake affirmative
action to assure equality of employment opportunity and eliminate the effects of
past discrimination;
2. Certify that it is an "equal opportunity employer" as defined by Section 2000(e) of
Chapter 21, Title 42, U.S. Code Annotated and Executive Orders #11246 and #11375
(42 U.S.C., § 2000 (e)); Exec. Order No. 11246, 30 F.R. 12319 (1965); Exec. Order No.
11375, 32 F.R. 14303 (1967) which are incorporated herein by reference. The Equal
Opportunity Clause, Section 6.1 of the Rules and Regulations of the Department of
Human Rights of the State of Illinois, is a material part of any contract awarded on
the basis of this Proposal.
B. It is unlawful to discriminate on the basis of race, color, sex, national origin, ancestry,
age, marital status, physical or mental handicap or unfavorable discharge for military
service. The Auditor shall comply with standards set forth in Title VII of the Civil Rights
Act of 1964, 42 U.S.C. § 2000 et seq. and The Human Rights Act of the State of Illinois
(775 ILCS 5/1- 101).
C. The Auditor certifies that a written sexual harassment policy has been adapted and
explains the rights and remedies for victims, in the manner and form required pursuant
to Section 2-105 of the Illinois Human Rights Acts (775 ILCS 5/2—105).
VI. Compliance With Laws
A. Each party shall comply with all applicable laws, regulations and rules promulgated by
any federal, state, local, or other governmental authority or regulatory body pertaining
to all aspects of the Work, now in effect, or which may become in effect during the
performance of the Work. The scope of the laws, regulations, and rules referred to in
this paragraph includes, but is in no way limited to, the Illinois Human Rights Act, Illinois
Equal Pay Act of 2003, Occupational Safety & Health Act along with the standards and
regulations promulgated pursuant thereto, all forms of traffic regulations, public utility,
Interstate and Intrastate Commerce Commission regulations, Workers' Compensation
Laws, Prevailing Wage Laws, Smoke Free Illinois Act; USA Security Act, federal Social
Security Act (and any of its titles), and any other law, rule or regulation of the Illinois
Department of Labor, Department of Transportation, Illinois Environmental Protection
Act, Illinois Department of Human Rights, Human Rights Commission, EEOC,
Metropolitan Water Reclamation District of Greater Chicago and the Village of Lemont.
Auditor shall read and comply with all applicable Occupational Safety and Health Act
(OSHA) standards. Auditor shall comply with the provisions of the Illinois Public Works
Employment Discrimination Act and the Illinois Human Rights Act/Equal Opportunity
Clause which, pursuant to Illinois law, are deemed to be part of this the Auditing
Services Agreement. The relevant provisions will be fully incorporated into the Auditing
Services Agreement by reference and set forth in full.
B. ILLINOIS FREEDOM OF INFORMATION ACT. Auditor agrees to furnish all documentation
related to the Auditing Services Agreement and any documentation related to the
Village required under an Illinois Freedom of Information Act (ILCS 140/1 et. seq.)
("FOIA") request within five (5) days after Village issues notice of such request to
Auditor. Auditor agrees to defend, indemnify and hold harmless the Village, and agrees
to pay all reasonable costs connected therewith (including, but not limited to
reasonable attorney's and witness fees, filing fees and any other expenses) for the
Village to defend any and all causes, actions, causes of action, disputes, prosecutions, or
conflicts arising from Auditor's, actual or alleged violation of the FOIA or Auditor's
failure to furnish all documentation related to a request within five (5) days after Village
issues notice of a request.
Furthermore, should Auditor request that Village utilize a lawful exemption under FOIA
in relation to any FOIA request thereby denying that request, Auditor agrees to pay all
costs connected therewith (such as reasonable attorneys' and witness fees, filing fees
and any other expenses) to defend the denial of the request. The defense shall include,
but not be limited to, challenged or appealed denials of FOIA requests to either the
Illinois Attorney General or a court of competent jurisdiction. Auditor agrees to defend,
indemnify and hold harmless the Village, and agrees to pay all costs connected
therewith (such as reasonable attorneys' and witness fees, filing fees and any other
expenses) to defend any denial of a FOIA request by Auditor's request to utilize a lawful
exemption to the Village.
VII. Pricing
Attachment One contains prices for which Auditor will perform certain services pursuant to this
Auditing Services Agreement. By executing this Auditing Services Agreement, Auditor
acknowledges that all prices contained in Attachment One are accurate.
VIII. Miscellaneous Terms
A. Assignment.
Auditor shall not assign the Auditing Services Agreement or any portion thereof.
B. Governing Law.
For any legal action between the Parties concerning the interpretation, construction and
enforcement of this Agreement, or subject matter thereof, venue shall be in Cook
County, Illinois and the laws of the State of Illinois shall govern the cause of action. In
any action involving the interpretation or construction of the terms herein, this
Agreement shall not be construed in favor of, or against, either Party.
C. Resolution of Disputes.
In the unlikely event that differences concerning the services or fees should arise that
are not resolved by mutual agreement,THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP
ESTABLISHED HEREUNDER.
D. Captions.
The captions set forth herein are inserted solely for ease and convenience of reference
and are not intended to provide a basis for the construction or interpretation of this
Agreement.
E. Entire Agreement.
The Auditing Services Agreement contains all negotiations, agreements, covenants and
understandings between the Parties and supersede any such prior written or oral
agreement. The Auditing Services Agreement may not be modified or amended unless
such modification or amendment is evidenced in writing, signed by both Parties and
dated on the same date as, or later date than, the date of this Agreement.
F. Waiver.
The failure of either Party to enforce any term, condition, or covenant (herein referred
to as "provision") of the Auditing Services Agreement shall not be deemed a waiver or
limitation of that Party's right to subsequently enforce and compel strict compliance
with such provision and every other provision of this Agreement. No provision of this
Agreement shall be deemed to have been waived by either Party unless such waiver is in
writing by said Party.
G. Third Party Beneficiaries.
Nothing contained in this Agreement shall be construed to create enforceable rights in
favor of any third party not a party hereto, or a contractual relationship with, or a cause
of action in favor of, any third party against either the Village or Auditor.
H. Survival.
The aforesaid covenants, agreements, representations and warranties shall survive the
expiration or termination of the Agreement.
I. Effective Date.
The Effective Date of this Contract shall be that date stated on the signature page of this
contract.
J. Work Papers.
The documentation for this engagement, including the workpapers, is not part of the
deliverables, is the property of Auditor and constitutes confidential information.
Auditor may have a responsibility to retain the documentation for a period of time
sufficient to satisfy any applicable legal or regulatory requirements for records
retention. If Auditor is required by law, regulation or professional standards to make
certain documentation available to Regulators, the Village hereby authorizes Auditor to
do so.
ACKNOWLEDGMENT AND SIGNATURE:
BY SIGNING THIS DOCUMENT, BAKER TILLY VIRCHOW KRAUSE, LLP AFFIRMS THAT IT:
1. has carefully examined the Auditing Services Agreement referred to or mentioned
herein, and, has considered and evaluated the factors which may affect cost, progress,
performance and completion of this Contract or any aspect of the means, methods, techniques,
sequences and procedures to be employed thereto;
2. is familiar with the federal, state and local laws, standards and regulations that may
affect cost, progress, performance and completion of the contract; and
3. is aware of the general nature of the services to be performed for the Village and is
guaranteeing that it can provide those services as detailed in the Auditing Services Agreement.
Signed and sworn this 90 day of i Fa , 2016, by a duly authorized agent of:
Baker illy Virchow Kra se, LLP
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Subscribed and sworn to before me
this ,:! day of ilpp; , 2016
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OFFICIAL SEAL
JANE E ROBY°
NOTARY PUBLIC-STATE OF ILLINOIS
MY COMMISSION EXPIRES:02/16/19
IN WITNESS WHEREOF, the Village of Lemont, Illinois by George Schafer, Mayor, and the
AUDITOR have hereunto set their hands this Go day of 4.pd , 2016.
THE VILLAGE OF LEMONT, ILLINOIS
Accepted this 00 day of Apt,l , 2016
Geor: Sc•�er lage Administrator
Attest /L1
Charlene Smollen, Village Clerk
END OF DOCUMENT