Calibration Services CO and NO2 Monitoring SystemVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the ffi^ror )rbtpnLf, 20\8 ("Agreement"),and is by and between the VILLAGE oF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation ("Village'), and ARCO
MECHANICAL EQUIPMENT SALES, 1000 Industrial Drive, Unit lC, Bensenville, Illinois 60106 ("Consultanf').
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 l. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
perform, all necessary services to perform the work in
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Three Yeur Service Agreemenl for Calibration Services of
the Carbon Monoxide and Nitrogen Dioxide Monitoring
System in the Public ll/orks Building, as more fully
described in the attuched proposal daled November 15,2018
SECTION 2. TIME OF PERFORIVIANCE. ThC
Consultant shall perform the Services as mutually agreed upon
by the Village and Consultanl ("Time of Performance").
SECTION 3. COMPf,NSATION.
A. Aereement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $685.00 in 2019, 2020, and 2021, including
reimbursable expenses, without the prior express written
authorization of the Village Manager.
B. Taxes. Benefits. and Royalties. Each
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and
narure applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use
oi or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECT10N 4.REPRESENTAT10NS OF
CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
standards of professional practice, care, and diligence
practiced by recognized consultants in performing services of
a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
addition to any other representations and certifications
expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATIONI INSURANCE:
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemni$ and save
harmless the Village against all damages, liability, claims,
losses, and expenses (including attorneys' fee) that may arise,
or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 of this
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a dury to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personal Liabilitv. No elected or
appointed official or employee of the Village shall be
personally liable, in law or in contract, to the Consultant as the
result of the execution of this Agreement.
SECTION 6. GENERAL PROVISIONS.
A. Relationshio of the Parties. The
Consultant shall act as an independent conffactor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: ( I ) create the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village
Consultant; or (2) to create any relationship between
Village and any subcontractor of the Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (l)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the
Consultant shall at any time during the term of this Agreement
obtain or acquire any interest that would conflict in any
manner or degree with the performance of the obligations
under this Agreement.
C. No Collusion. The Consultant represents
and certifies that the Consultant is not barred from contracting
with a unit of state or local government as a result of (l) a
delinquency in the payment of any tax administered by the
Illinois Department of Revenue unless the Consultant is
contesting, in accordance with the procedures established by
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section ll-42.1-l et seq. of
the Illinois Municipal Code, 65 ILCS 5/l l-42.1-l et seq.; or
(2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the Criminal Code of 1961,720 ILCS 5/33E-l
et seq, If at any time it shall be found that the Consultant
has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant shall be liable
to the Village for all loss or damage that the Village may
suffer, and this Agreement shall, at the Village's option, be
null and void.
D. Termination. Notwithstanding any other
provision hereof, the Village may terminate this Agreement at
any time upon l5 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
completed.
E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
other action that may be necessary to ensure that the Services
are provided, performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
and authorizations 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 statutes
prohibiting discrimination because of, or requiring affirmative
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, withoul limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. $$
12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5/l-l0l et seq. Consultant shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
civil penalties that are imposed by any governmental or quasi-
governmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Consultant's, or its
subcontractors, performance of, or failure to perform, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
inserted herein.
F. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a
rate that assures completion of the Services in full compliance
with the requirements of this Agreement, or has otherwise
failed, refused, or delayed to perform or satisfr the Services or
any other requirement of this Agreement ("Evenl of
Default'), and fails to cure any such Event of Default within
ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
remedies provided by law or equity, to (l) terminate this
Agreement without liability for further payment; or (2)
withhold from any payment or recover from the Consultant,
any and all costs, including attorneys' fees and administrative
expenses, incurred by the Village as the result ofany Event of
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
G. Assisnment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other party.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (1) personally; (2) by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid, Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
fotlowing deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
addressed to, and delivered at, the following address:2
Village ofOak Brook
1200 Oak Brook Road
Oak Brook, lllinois 60523
AtteDtion: Doug Patchin, Public Works
Dil"ctor
Notices and communicaiions to the Consultant shall be
addressed to, and delivered at, the following address:
Arco Mechanical Equipmcn( Sales
1000 lndusfiial Drive
Unit lC
Bcnscnvillc, lllinois 60 I 06
Attention: Kathy Clauson
l. \ river. Neither the Village nor the
Consuhant shall b€ under any obligation lo €xercis€ any oflhe
rights granted lo them in this Agreement except as it shall
dctcrmine to bc in its best inlerest from time to time. The
failure of the Village or the Consuhsnt to exercise at any time
any such rights shall not be deemcd or construed as a waiver
ofthat right. nor shall the fsilure yoid or affect the Village's or
the Consultanfs right to enforcc such rights or any other
rights.
J. Third Prrtv Berelicisrv. No claim as a
thid party beneficiary under this Agreement by any person,
ATTESTi
tirm, or corporation shall be made or be valid against the
Village.
K. ColnicE: Erhiblts. lf any term or
proyision in this Agreement conflicts with any tsrm or
provision of an stlachment or cxhibit lo this Agrc€mcnt, thc
terms and provisions ofrhis Agreement shall control,
L. Goyeroins Lrws, This Agreemcnt and the
rights of Owner and Consultant under this Agreemcnt shall bc
interpreted according to the intemal laws, but not thc conflicl
of laws rules, of the Slate of lllinois; thc vcnuc for ony legal
action arising in conneclion with this Agrccment shall be in
the Circuit Coun of DuPage Counry, lllinois,
M. No Disclosure of Conlidcntial lnformetion bv the
Consultrrl. The Consultsnt acknowledgcs that it shall, in
performing the Serviccs for the Village undc this Agrecment,
have access, or bc directly or indirectly exposed, to
Confidential lnformation. The Consulunr shall hold
confidential all Confidential lnformatior and shall no( disclose
or use such Confidential lnformslion rvithout the express prior
written consent of the Village. Th€ Consultant shall use
reasonable measurEs at least as strict as thosr the Consultanl
uscs to protect its o\ n confidential information, Such
measures shall include, without limitation, requiring
employces and subco[tractors of the Consuhant to execute a
non-disclosure agreement before obtaining access to
Confidential Informarion.
ARCO MECHANiCAL EQUIPMENT SALES
Charlone Pruss, Village Clerk
″l15633,フ vi
Ri`cardo F Gillcx.V∥lage
ATTE
EXHIBIT A
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目 RCO ARCO Mechanical Equipment Sales
1000 1ndustnal Dr Unl lC
BensenM∥e,lL 60106
630-350-1770 fax 0315
Kahy chuson@ar∞mech∞miladronicel Equipmont Salrr
Novmber15,2018
Rama Serences
Seruor REhashg Assisant
Ⅵllagc ofOak Bmok
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Rc:Gas Dct∝ion S―∝s,mee Year Sぃ icc Agr―cnt
h folloM電 ls a proposal for callbratlon seruce ofdle caton monoxidc and亜 trOgen doxlde monltonng
systm tts equlpmentls a c五 ical ifc saFety deMce and iヽ 士叫Юttmt dlat i be mamtamed for OHSA
compliancc ptwoses and safety ofdl dlat occupy the bulldmg Over time,the carbon monOxidc and nltrogen
dioxide scnsors dni out ofcalibration Pcr OHSA guidelines,the maximml pennisslblc linitis 50 ppm
CO and3 ppm NO
L health isk ofmost concern is exposurc to low levels ofellussions overlongpenods ofth“ ¶nc toxhs
build up lll■e body caushg nulncrous healdlissues mcludmg:山 伽m‐Ofbrcath;headaches;mtabllty;
dlsubedjudglnmt mmnory los、fatlgue,etc
Servlce includcs:
e Calibration ofthe sensors using laboratory analyzed calibration gas;
● Operation and maintenance inspcction ofcontrol units,sensors,alarnts,datnpcrs,and exhaust
fans;
● Vc五 flcatlon ofme inte■ockcd ventilation system;
● WItten repon confl.11ling proper function ofthe syst】nPnceto pJonn caibra●cln soni∝as descnbcd above,per year,2019,2020,2021 s685 CXl
Please call or 011lail with any qucstions or ifyou require additional background 1100k foward to heanng
鍋 m you soon
hnk you,
Kathy Clauson
ARCO Mechamc」Equlpment SJぃ Co
6311‐350-1770x3∞
Proposal to
Signature:
Chicagoiand's Leaderin Air Controi Technology
Since 1971
Prlllt:
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