PD and Golf Keyless Entry ProjectVILLAGE OF OAK BROOK
PROFESSIONAL SERVlCES AGREEMENT
ThisAGREEMENTisdatedasoftheldldayofEctrrvqr/,2019("Agrcemenr'),andisbyandbetweentheVILLACEOF
OAK BROOK, 1200 Oak Brook Rord, Ork Brook, lllinois,60523 an tllinois municipal corporation ("yltlage"\, and MALKO
COMMUNICATION SERVICES, 5,101 Fargo Avenue, Skokic, lllinois 60077("Consultul'),
IN CONSIDERATION OF lhe recitsls and th€ mutual covenanls and agrecmcnts sct forlh in the Agreemcnt, and pursuant to the
Village's statutory powers, the parties agree as follows:
SECTION l SCOPE Of SERVICES. The Village
retains the Consullanl to perform, and the Consultant agrees to
perform, all necessary services to perform the work in
connectioD with the project identified below (",.tdivices"),
which Services the Consultant shall provide pursuant to the
terms and conditions ofthis Agreemcnt:
Tlne and M..terid lo Suppl!, l|slall, o,td Ptogrum (l) Delex
Egress Device ol lhe Pollce Deporfienl at more lully
tlescribed in lhe attoche.l ptoposal lDM32tREl/l, dated
lanuary 23,2019, and (l) I Doot Gatherhry Panel a, tlrc
Golf Clabhouse, os morc full! dcsctihcd ln lhe oflached
Proposal #DMiJ1, dutcd lonairy 25, 2019
sEcrloN2. ro4,8_eEBEqEW.E. rhe
Consultant shall pcrform the Services as mutually agrced upon
by the Village and Consultant ( "frnrs oJf Petomance").
SECTION3, COMPENSATION.
A. Affcornanl Amounl. The tolal amounl
billed by the Consultant for the Services under this Agreement
shall not exceEd S?,245.00, including reimbursable expenses.
withoul the prior express written authorization of ihe village
Manager,
B. T!trs*-Eg!.9!!!@qxd!iE Each
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services 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 fiom the use
of, or the incorporation into, the ServicEs, of patented or
copyrighted equipment, malerials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason ofthe payment ofany such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECT10N 4
CONSULTANT. 1'he Consultant repr€sents and c€nifies that
the Services shall be performed in accordance with the
standards of professional practice, carc, and diligence
practiced by recognized consultants in performing services of
n similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
addition lo any other representations and cenifications
expressed in this Agreement, or exprcssed or implied by law,
which are hereby reserved unto the Village.
The Consultant furth€r reprcsents that it is financially solvenl,
has the necessary Iinancial resources, and is sufliciently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional praclice by recognized consultants providing
scrvices ofa similar nature. The Consultanl shall provide all
personnel necessary to complete the Services,
SECTION5. INDEMNIFICATION: INSURANCD:
LIABILITY.
A. lndcmllillcatlo!, The Consultant proposes
and agrees that the Consultant shall indemni$ and save
harmless the Village against all damages, liability, claims,
l6sses, and expenses (including attomeys'fee) thal may arise,
or be alleged to havc arisen, out of or in connection with the
Consultant's performance of, or failure to perform. the
Services or any pan thereol or any failure to meet the
represcntations aDd certifications set forlh in Section 4 ofthis
Agrcemcnt.
B. lnrurrocc. The Consultant acknowledges
and agrees that the Consuhant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
mainlenance of adequate insurance shall not be construed i0
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personrl LiEbilitv. No elecled or
appointed official or employee of the Village shall be
personally liable, in law or in contmct, to th€ Consultent as the
result ofthe execution ofthis Agreement,
SECTION 6. GENERAL PROVISIONS.
A. R€hlionship of the Psrlics. The
Consultant !hall act as an indepen&nt contnctor in providing
and performing the Serviccs. Nothing in, nor done pu$uant
to, this Agrecmenl shall be construed tor (l) create the
relationship of principal and agent, employer and employee,
panners, or joint venturers between the Village and
Consultant; or (2) to creare any relationship between the
Village and any subcontractor ofthe Contractor.
B. Conflicts of lnterest. The Consultant
reprcsents and cerlifics that, to the bcst of its knowledgc: (l)
no Villagc employec or agent is interested in the business of
the Consultanl or this Agreementi (2) as of the date of this
Agreement, neither the Consullant nor any person ernployed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreemenl; and (3) neither the
Consultant nor any person employed by or associated wilh the
Consultant shall at any time during the lerm of this Agreement
obtain or acquirc any interest that would connict in any
manner or degree with the p€rformance of the obligations
under this Agreement.
c, No Colluslor. The consultant represents
and ce ifies that the Consultant is not barrcd from contracting
with a unit of state or local govemment as a result of(l) a
delinquency in the payment of any tax administered by the
Illinois Depanment of Revenue unless lhe Consultant is
contesting, in accordancc with the procedures established by
the appropriate revenue act, ils liability for th€ tax or the
amounl oflhe tar, as set fonh in Section ll42.l-l et seq. of
the lllinois Municipal Code, 65 ILCS 5/l l-42.1-l et !eq., ot
(2) a violation of either Section 33E-3 or Section 3384 of
Article l3E ofthe Criminal Code of 1961,720 lt.CS 5/338-l
et seq. lfat any time il shall be found that lhe Consultant
has, in procurint this Agreement, colluded with any olher
person, firm, or corporation, then the Consuhant shall be lisblc
to the Village for all loss or damagc that the Village may
suffer, and this ABr€emenl shall, sl thc Village's option, be
null and void.
D, @]iE]l!E. Nolwithstanding any olher
provision hereof, the Village may termioate this Agreement at
any time upon l5 days prior written notice to lhe Consultant.
In the event that this Agreement is so terminated, the
Consultanl shall be paid for Services aciually p€formed and
reimbursable expenses actually incurrsd, if any, prior to
lermination, not excceding the value ol the Sfivices
completed.
E. Comnlirnc€ wilh Lorrs and Grrnts.
Consultant shall give all notices, pay all fecs, aDd take all
other action that may be necessary to ensure lhat the Services
are provided, performed, and completed in accordance with all
required govemmental permits. licenses, or other approvals
and auihorizalions that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statules
prohibiting discrimination bccaus€ of, or requiring affirmarive
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, without limitation,
rhe Americans with Disabiliries Act of 1990, 42 U.S.C. $$l2l0l et seq., and the lllinois Human Rights Act, 775 lLcS
5ll.l0l er seq. Consultant shall also comply with all
conditions of any federal, stale, or local grant received by the
Village or Consulknt \f,ith respect to this Contract or rhe
Services. Consultant shall be solely liable for any fines or
civil penalties that are imposed by any govEmmental or quasi.
govemm€ntal agency or body that may arise, or be alleged to
have ariscn, out of or in connection with Consultanfs, or its
subcontraciors, performance of, or failure to perform, lhe
Scrvices or any pan thereol Every provision of law required
by law to be inserted into this Contract shall be deemed to be
insened herein.
F. Defrull. If it should appear at any rime that
the Consuitant has failed or refused io prosecute, or has
dclayed in the prosecution of, the Services with diligence at a
rate thal assures completion of the Services in full compliance
with the requiremenr of this Agreement, or has otherwise
failed, refused, or delayed to perfom or satisfy the Services or
any othcr requirement of this Agreemcnt ("Evenl of
D4salt'\, snd fails to cure any such Event of Delault within
ten business days after the Consultant's receipt of wrinen
notice of such Event of Default from the Village, then the
Village shall have the righr, without prcjudice lo any other
remedies provided by law or equily, to (l) terminate this
Agreemenl without liability for funher payment: or (2)
withhold from any payment or recover from the Consultant,
any and all costs, including attomcys' fccs and administrative
cxpenscs, incurred by th€ Village ns the rcsult of any Event of
Default by the Consultant or as a result of actions t6ken by fte
Village in response to any Event of Default by the Consultanl.
C. Asghnmenl. fiis Agreement may not be
assigned by the Village or by rhe Consuhant without the prior
writtcn consent of the other party.
H. Notic€. All notices requircd or permitted to
be given under this Agreement shall be in writing and shall be
deliveredr (l) personally; (2) by a rcputable overnight courier;
or by (3) by cenified mail, return receipt requested, and
depositcd in the U.S. Mail. postage prepaid. Unless otherwise
expressly provided in this Agreement, nolices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day aner deposit wirh an ovemight courier as
evidenced by a receipi of deporit; or (c) three business days
following dcposit in the U.S. mail, as evidenced by a retum
receipt, Notices and communications to the Village shall be
addressed lo, and delivered at, the following address:
Village ofOak Brook
12@ Oak Brook Road
Oak Brook, lllinoh 60523
Anention: Jim Fox, lT Director
Notices and communications to the Consultant shall be
addressed to, and delivercd at, the following address:
Malko Communication Services
5401 Fargo Avenuc
Skokic, lllinois 60077
Anenlion: Drew Montgonrery, Project
Coordinator
I. E4EE, Neither the Village nor the
Consultant shall bc under any oblig8lion to exercise any ofthe
rights granted to them in this Agreemart except as it shall
determine to be in its bcst int€rest from time to time. The
failure of thc Village or the Consultant to cxercisc at sny tim€
any such rights shall not bc deemed or construcd as a waiver
ofthat right, nor shall the failure void or effect the Village's or
the Consultant's right to enforce such rights or any othcr
rights.
J. Thlrd Parlv Bencllchrr. No elaim as a
thhd party bencficirry under this Agreement by any penon,
firm, or corporation shall be made or be valid against the
Village,
ATTEST:
ATTEST:
ay
K. Conlllclr: Exhlbiti, lf any term or
provision in this Agnemcnt conflicB with any term or
provision of an attachment or exhibit to this Agreemenl, the
terms and provisions ofthis Agrecmenr shrll control.
L. Govrrtrhrr lrw3. This Agccment and the
righB of Owner and Consult rt under th is Agreement shall be
interpretcd according to the intemal laws, but not the conflict
of laws rules, of the Staie of flinois; the venue for any legal
action arising in conneation with this Agrcement shall b€ in
the Circu Coun ofDuPage County, lllinois.
M. No Dbclo.urc of Copfidcnaill Informolioll br the
Corrultrnt, The Contultant acknowlcdges that it shall, in
performing thc Servicos for the Villsge under this Agreemcnt,
have access, or be directly or indirectly exposed, to
Confidenlial lnformation. The Consultant shsll hold
confidential all Confidential lnformation and shall not disclose
or use such Confidentisl lnfomation withoul the express prior
written consent of the Villag€. The Consultant shall use
reasonable measurcs tt least as strict as those the Consulhnt
uses lo protect its own confidential information. Such
measures shall include, withoul limitation, requiring
employees and subcontractors of the Consultant to execute I
non-disclosure agreement b€fore obtaining access to
Confi dential lnformalion.
MALKO COMMUNICAT10N SERVICES
titr
By:
,lts.
Charlotte Pruss, Village Clerk
EXH:BIT A
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PROPOSAL #DMr28REv1 January 13, rorg
Dear: Jim
We are pleased to submit our proposal for the work described below for the Village of Oak
Police Department.
1,
2.
Scop,e ol lillor.k
5upply & lnstall (t) Detex Delayed Egress device
Supply & install (1) Power Supply
lnstall customer supplied cable
Training on Egress device is included in this prlce.
Total,lnrertment-. 3r,9E5.oo
Assumptlonr
A. All ele(tri<al, condult, pipe stubs, cores, raceways, chases, sleeves, plywood, dumP5ters,
cable supports, etc. are to be provided and installed by others. And is not Part of this
price.
8. All work to be done during the normal workday'
C. All power is to be supplied and installed by others
D. Electric Strikes are to be provided by others
E. computeB, Servers, racks, cabinets are not Part of this Price unless noted above
F. Communication closets is not part of this price unless noted above
G, Backbone cabling (copper high palr count, fiber, coax) are not Part of thls price
H. All head end equipment is existing, and asJumptions are that there is adequate space for
all new devices to hook up to unless noted above
l. Labor is Euaranteed to be as specifled, and the above work to be performed ih
accordance with drawings and specifi(ations submltted for above work and
in a substantial workmanlike manner'
www.rnc5-llc.coltl
?,il 5401 far00 Avt:. Skokic, lL 600ii Phottc: (847) 620-0600 l:ax: (847) 02ti ii049
J. lf as-builds are required, the most cunent (lncluding all fi€ld condition changes) disc on
Auto Cad 2ooo will be furnlshed by customer with no charge at the time of proposal
ac(eptance.
K. Telecommunications grounding bus bar(s) in MDF/lDF's by others,
L. All ceble is being provided by the Village of Oak Erook
M. Malko is not responsible for any existing equipment this is not worklng before or after
new devises are installed.
N, Late payments may be subJect to Interest.
O. Progress Billing will be agreed upon in advance of Po creation and wlll mirror proiect
milestones.
Payment lerms to be as oudined in biddirrg documents, sale! tax is not included.
Any alteration or devlatlon from above 5peclfications involving extra costs, wlll be exe(uted only upon written
orders, and will become an extra (harge over and above the €stlmate, All aSreements contlngent upon strikes,
ac(ldents or d€layr bayond our control.
Proposal is good for lo days for date quoted
sincerely,
Drew Montgomery
Proiect Coordinator
Malko Communication Services, LLc
ACCEPTANCE OFPROPOSAL#OM328B[Vl
s are satislactory and are hereby accept€d.
Payment will be made as outlined above,
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PROPOSAT #DMlt4 January 25, zotg
Dear: Jim
We are pleased to submlt our proposal for the work described below for the Village of Oak
colf Course,
,l.
2.
Scope of l4lork
lnstall (i) 8 Door Data Cathering Panel
5upply & install (1) Card Reader
Supply & install (r) Door Contart
Termlnate cable to Ele(tric Strike (Strike by others)
Programmin& training, cable instlllation and terminations are included in thls prlce
Total lnveslment. -. .S4,160,00
Assumptlons
All electrical, conduit, plpe stubs, cores, raceways, chases, sleeves, plywood, dumpsters,
cable supports, etc. are to be provided and installed by others. And is not part of this
Price.
All work to be done during the normal workday.
All power ls to be supplied and installed by others.
Electric Strikes are to be provided by others
Computers, Servers, racks, cablnets are not part of thls pr{ce unless noted above
Communi<ation closets is not pad of this price unless noted above
Backbone cabling (copper high palr count, fiber, coax) are not part of this prlce
All head end equlpment is existing and assumpflons are that there is adequate space for
allnew devlces to hook up to unless noted above
Labor is guaranteed to be as spe(ified, and the above work to be performed in
accordan(e with drawlngs and spe(ificatlons submltted for above work and
in a substantial workmanlike manner,
B.
c.
0.
E.
I
G,
H.
t.
www.m(s-llc,corll
),il 540,l Far(0 Ave. Skokir:, ll ii00i / Plrone: (847) (;26.6000 Faxr (847) 026-t;g4g
J, lf as-builds are required, the most cunent (includlng all field condition (hanges) dlsc on
Auto Cad 2ooo wlll be furnished by customer wlth no charge at the time of proposal
a(ceptance.
K. Telecommunlcations grounding bus ba(s) in MDF/lDF'! by others.
L. All cable is belng provlded by the Village of Oak Brook
M. Malko ls not responsible for any existing equlpment this is not working before or after
new devlses are installed.
N. Late payments may be subiect to interest.
O. Progress Billing will be agreed upon in advance o{ PO creation and will mlrror project
mllestones.
Paym€ntlcdls to-b! ll-oll[ned]n bldding do.clJmcntr, Sales tar 15 not lncluded.
Any alteration or drvlation lrom above 3peclfi(ltloni lnvolvlnS rrtra (os$, wlll be €xecut€d only upon wrltten
ordars, and wlllbecoma anrItra (herge ov!rand ebova the estlmat€, AllrgreemcnB contlng€nt upon rtllkes,
accldr s or dalayS beyond our control.
Proposal ls good for 3o days for date quoted
Sin(erely,
orew Montgomery
Proiect Coordinator
Malko Communlc.tlon Servlces, LLC
ACCEPTANCE OFPROPOSAL#DM334
The above
You are au
Signature: