R2021-52 Resolution Authorizing a Support Services Agreement with Concentric Integration, LLC for South Water Treatment Plant SCADA System

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O-dow Borah- 11 CONCENTRIC INTEGRATION 7.2 Time and Materials.Where the Services are provided on a time and materials basis: (a) the Fees payable for the Services shall be calculated in accordance with Consultant's hourly fee rates for the Consultant Personnel set forth in the Specification and Signed Acceptance Document;and (b) Consultant will issue invoices to Customer monthly in arrears for its Fees for time for the immediately preceding month,calculated as provided in this Section 7.2,together with a breakdown of any Reimbursable Expenses incurred during that period. 7.3 Fixed Price.Where Services are provided for a fixed price,the total Fees for the Services shall be the amount set out in the Specification and Signed Acceptance Document.The total Fees shall be paid to Consultant in installments as set out in the Specification and Signed Acceptance Document together with Customer's payment of any Reimbursable Expenses incurred by Consultant duringthe installment period.At the end of a period for which an installment is due under the Specification and Signed Acceptance Document, Consultant will issue invoices to Customer for the Fees and Reimbursable Expenses that are then payable for that period. 7.4 Reimbursable Expenses. Customer shall reimburse Consultant for all travel and out-of-pocket expenses incurred by Consultant in connection with performing the Services("Reimbursable Expenses"). 7.5 Fee Increases.The parties agree that for Services provided on a time and materials basis, Consultant may increase its standard fee rates specified in the Specification and Signed Acceptance Document upon ninety(90)days prior written notice to Customer. 7.6 Payment Terms.Customer shall pay all Fees and Reimbursable Expenses on or prior to the due date therefor set forth in the Specification and Signed Acceptance Document or, where the Specification and Signed Acceptance Document does not specify such date,within thirty(30)days after the date of Consultant's invoice therefor.Customer shall make payments to the address or account specified in the Specification and Signed Acceptance Document or such other address or account as is specified by Consultant in writing from time to time. 7.7 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) Consultant may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or,if lower,the highest rate permitted under applicable Law; (b) Customer shall reimburse Consultant for all costs incurred by Consultant in collecting any late payments or interest, including attorneys'fees,court costs and collection agency fees;and (c) if such failure continues for ten(10)calendar days following written notice thereof, Consultant may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. When such default is cured by Customer,the amount to be paid for the scope of work will be equitably increased to account for Consultant's damages arising from such suspension(including without limitation demobilization and remobilization expenses and increased costs of performance)and the time for Consultant to complete the scope of work will be equitably extended to account for such suspension. 7.8 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal,state or local governmental or regulatory authority on any amounts payable by Customer hereunder,other than any taxes imposed on Consultant's income. 7.9 No Deduction or Setoff.Customer shall pay all amounts due under this Agreement without setoff,deduction, recoupment or withholding of any kind for amounts owed or payable by Consultant whether under this Agreement, applicable Law or otherwise and whether relating to Consultant's breach,bankruptcy or otherwise. 7.10 Prompt Payment Laws In the event of a conflict between the provisions of this Section 7 and any applicable "prompt payment"laws or regulations within the State of Illinois.including without limitation the Local Government Prompt Payment Act, 50 ILCA 505/1 and the Contractor Prompt Payment Act, 815 ILCS 603/1 (collectively the "Illinois Prompt Concentric Integration,LLC I V1_Revised_Decatur Page 5 of 14