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R-1407 - 10/14/2014 - FIRE DEPARTMENT - Resolutions RESOLUTION 2014-FD-PSI-AG-R-1407 A RESOLUTION WAIVING BIDDING AND EXTENDING THE AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND PARAMEDIC SERVICES OF ILLINOIS, INC. WHEREAS, on September 1, 2011, the Village entered into a three-year agreement ("Agreement") with Paramedic Services of Illinois, Inc. ("PSI") for PSI to provide the Village paramedic services("Services"); and WHEREAS, on August 12, 2014, the Village extended the Agreement to October 31, 2014; and WHEREAS, the Village has been satisfied by the Services provided by PSI; and WHEREAS, Village desires to further extend the Agreement for three additional years pursuant to the terms of the amendment to the Agreement attached hereto as Exhibit A ("Second Amendment"); and WHEREAS, the President and Board of Trustees, being fully advised in the premises, have determined that it is in the best interests of the Village and its residents to waive competitive bidding and to approve the Second Amendment with PSI for PSI to continue to provide the Services for three additional years; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding requirements for the purchase of the Services is hereby waived in accordance with Section 1-7-4 of the Village Code. Section 3: Approval of Amendment. The Second Amendment by and between the Village and PSI is hereby approved in substantially the form attached hereto as Exhibit A. Section 4: Execution of Amendment. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Amendment after receipt of the final Second Amendment fully executed by PSI. Section 5: Effective Date. This Resolution shall be in full force and effect from and after its passage by two-thirds of the Trustees and its approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2014-FD-PSI-AG-R-1407 PSI Agreement Page 2 of 3 APPROVED THIS 14th day of October, 2014 Gopal G. Lalmalani Village President PASSED THIS 14th day of October, 2014 Ayes: Trustees Baar, Manzo, Moy, Wolin, Yusuf Nays: None Absent: Trustee Adler ATTES \ Charlotte K. Pruss Village Clerk °a sr, '`i Resolution 2014-FD-PSI-AG-R-1407 PSI Agreement Page 3 of 3 EXHIBIT A SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE VILLAGE OF OAK BROOK, ILLINOIS AND PARAMEDIC SERVICES OF ILLINOIS,INC. THIS SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE VILLAGE OF OAK BROOK, ILLINOIS AND PARAMEDIC SERVICES OF ILLINOIS, INC. ("Second Amendment") is made as of this /(y- day of October, 2014 by and between PARAMEDIC SERVICES OF ILLINOIS, INC. ("PSI"), and the VILLAGE OF OAK BROOK, ILLINOIS ("Village"). RECITALS WHEREAS, PSI and the Village entered into a certain Agreement Between the Village of Oak Brook, Illinois and Paramedic Services of Illinois dated September 1, 2011 ("Agreement"), pursuant to which PSI agreed to provide to the Village licensed firefighter/paramedic services from September 1, 2011 until August 31, 2014. WHEREAS, the parties amended the Agreement pursuant to that certain August 12, 2014 Amendment to the Agreement Between the Village of Oak Brook, Illinois and Paramedic Services of Illinois to extend the term of the Agreement until October 31, 2014 ("Amendment"). WHEREAS, the parties now desire to further extend the Agreement for an additional three years pursuant to the terms of this Second Amendment. NOW THEREFORE, for and in consideration of the recitals set forth above and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: A. Amendment of Paragraph 1 of the Agreement. PSI and the Village acknowledge and agree that the first sentence of Paragraph 1 of the Agreement shall be replaced with the following: Obligations of PSI: PSI shall furnish six licensed firefighter/paramedics ("PSI Employees") to the Village. B. Amendment of Paragraph 21 of the Agreement. PSI and the Village acknowledge and agree that Paragraph 21 of the Agreement shall be amended and replaced with the following: "TERM OF AGREEMENT: This agreement shall be effective from September 1, 2011 through October 17, 2017 ("Term"). The Village shall have the option, in its sole discretion, to extend the Term of the Agreement by two additional years provided that the Village provides PSI notice prior to the end of the Term." C. Compensation. 1. For all of the services provided by PSI to the Village pursuant to the Agreement for the period of November 1, 2014 to October 31, 2015, the Village shall pay to PSI the sum of $516,110 ("Extension Price") in accordance with the payment terms of the Agreement. The Extension Price includes all applicable federal, state, and Village taxes of every kind and nature applicable to the services provided by PSI under the Agreement 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 PSI. 2. PSI and the Village will review and, if equitable, adjust, PSI's compensation to a mutually agreed upon rate for the year beginning on November 1, 2015, and each year of the Term thereafter. D. Effect of Second Amendment. The Parties acknowledge and agree that this Second Amendment modifies and amends the Agreement, and the terms and provisions hereof shall supersede and control over any contrary or conflicting terms and provisions set forth in the Agreement. The Agreement, as amended by this Second Amendment, is hereby ratified and remains in full force and effect. IN WITNESS WHEREOF, the Village and PSI have respectively executed this Second Amendment to be effective as of the date first above written. ATTE : PARAMEDIC SERVICES OF ILLINOIS,INC.: By: 1 °." .y A By: Printed Name: 4,4-ri/ y A. /v.se,:vs' Title: viz �' s, ���-%- 0/1 2 R r--,e-vs Date: io ATTEST ACCOU : VILLA OF 0 K BROOK By: By: Village Clerk Village President Date: /ON/ #33460986_v1