PD Keyless Entry ProjectVILLAGE OF OAK BROOK
PROFESSIONAL SERVlCES AGREEMENT
This AGREEMENT is datcd as of the -l6A day of !rlor.r.5<r , 2Ol8 ("A1,1/eement"), and is by and bclween thc VILLAGE OF
OAK BROOK, 1200 Oak Brook Ro8d, Oak Brook, lllinois, 6052! an lllinois municipal corporatiot ("Vllloge"), and MALKO
CoMMUNICATION SERVICES, 5401 Frrgo Avenue, Skokie, lllinois 600?7("Consultont').
lN CONSIDERATION OF thc recitals and the mutual covenants and agreements set forth in thc Agreemenl and pursuant to the
Village's statutory powers, the pariies agree as follows:
SECTTON l. SCOPE OF SERVICES, The Village
retains rhe Consultant to perform, and the Consultant agre€s to
perform, all necessary services to perform the work in
connection with the project identified below (".tervrc?s"),
which Services the Consultant shall provide pu.suant to the
terms and conditions of this Agreement:
Tlme antl Materlal lo Supply, lnslall' and Prcgrom 3 Car.l
fr.oder$ sl the Police Depsrrment Sally Porl, Gun Range,
ond lntestigatot's Oulce, as more lully described fu the
.tflrchetl Ptoposal #DM301, daled Nove,nbet 6, 20lE
SECTION 2. TIME OF PERFORMANCE. ThC
Consultant shall perform the Services as mutually agreed uPon
by the Village and Consultant ("Irm. aif Petfomonce').
SECTIONS. COMPENSAT'ON.
A. A[rcemcnt Amoutlt. The total amounl
billed by the Consultant for the Serviccs under this Agreement
shall not exceed $2,775.00' including reimbursable exPenses,
withoul the prior express written authorization ofthe Village
Manager.
B' Etrs!,-&E!!S,4-&E!!lis. Each
paym€nt by the Villag€ to the Consultant includs all
applicable federal, state, and Village taxes of every kind and
nature applicable to the SeryicEs as well as all taxes,
contributions, and premiums for uncmployment insurance, old
age or retirem€nt benefits, pensions, annuities, or similar
benefits and all costs, royalties. and fees arising from the use
ol or the incorporation into, the Services, of patented or
copyrighted equipmenl, materials, supplies, tools, appliances,
devices. processes, or inventions. AII clainl or right to claim
additional compensation by reason of the payment of any such
tax, contribulion, premium, costs, royslties, or fees is hereby
\.vaived and released by Consultant.
CONSULTANT. The Consultant represents and certifies that
the Seavices shall be performed in accordance with the
shndards of professional practice, care, and diligence
practiced by recognized consullants in pertonning services of
a similar nature in existence at the Time of Performance. The
representations and cenifications expressed shall be in
addilion to any other representations and certifications
expressed in this Agrcement, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant fu(her represents lhat it is finsncially solvenr,
has the necessary financial resources, and is sufficiently
experienced and compet€ni to perform and complete the
Services in a manner consistent with the standads of
professiona) practice by recognized consultants providing
services of a similar nature. The Consultant shall providc all
personnel necessary to complete the Services.
SECTIONs. INDEMNIFICATION1 INSURANCE:
LIABILITY.
A. lldcmnlficrllon. The Consultant proposes
and agrees that the Consultant shall indemni| and save
harmless the Village against all damages, liability, claims,
losses, and expenses (including attomeys'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 parl ther€oi or any failure to meet the
representations and cenifications set forth in Section 4 of this
Agreemenl.
B. lnlursnce. The Consultant acknowlsdges
and agrees thal the Consultant shall, and has a duty to,
maintain adequale insurance, in an amount, and in a form and
from companies, acceptable to thc 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 Pcr$oml Lirbilllv. No elected or
appointed oflicial or employee of the Village shall be
personally liable, in hw or in contract, to the Consultant as thc
result ofthe execution ofthis Agreement.
SECTION6. GENERALPROVISIONS.
A. Rehlionrhin of tbc Psnies. The
Consultant shall act as an independent conractor in providing
and pcrforming the Services. Nothing in, nor done pursuan!
lo, this Agreement shall be construed to: (l) cr€ate the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village and
Consultant; or (2) to create any relationship between the
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 l1-42.1'l el seq. of
the Illinois Municipal Code, 65 ILCS 5/l l'42.1-l et seq.; or
(2) a violation of either Section 338-3 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 15 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 govemmental 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
stafutes 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, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. $S
12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5il-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 satisry the Services or
any other requirement of this Agreement (Event 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 of any 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
following 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, Illinois 60521
Asention: Jim Fox, lT Director
Notices and communic8tions to ahe Consullant shall be
addressed to. and delivcred at, the following address:
Malko Communication Services
5401 Fargo Avenue
Skokie, lllinois 6007?
Attention: Drew Montgomery, Project
Coordinator
!. Wsivcr. Neither the Village nor the
consultrni shall b€ under any obligation lo exercise any ofthe
rights granled to them in this Agreement except as it shall
detennine to be in its best interest from time to time, The
faiture of the Village or the Consultant lo €xercise at any time
any such rights shall not bc dcemed or conslrued as a waiver
of thal right, nor shall the frilure void or 8ffect lhe Village's or
the Consultant's right to enforce such rights or any other
righls.
J. Ihlrd Parlv Bcneliclarv. No clsim as 8
thhd party beneficiary under this Agrcement by any person,
AT‐rEST:
町
firm, or corporation shall be made or be valid against the
Village .
K. Connktsr ErtibiB. If ary term or
provision in lhis Agreement conflicts wilh any term or
provision of an attachment or exhibit to this Agreement the
terms and provisions of this Agr€emert shall control.
L. Governire Lrws. This Agreement and the
righs ofOwner and Consultant under this Agreement shall be
intcrpretcd according to the intemal laws, but not the conflicl
of laws rules, of the State of Illinois; lhe venue for any legal
action arising in connection \ryith this A$cement shall be in
the Circuit Court of DuPage County, Illinois.
M. No lrlsclorure of Corfldenlhl lnformotlor by lhe
Consultrnt. The consultant acknowledg$ that it shall, in
performing the Services for the Village under this Agreement,
have acccss, or be directly or indirectly exposed, to
Confidential lnformation. The Consultant shall hold
confidential 8ll Confidenlial Infoflnation and shall not disclose
or use such Confidential lnformation without the express prior
written consent of the Village. The consultant shall use
rcasonable measures at least as sfict as lhose lhc Consultant
uses to protect its own confidential infomation. Such
measures shall include, withoul limitation, requiring
employees and subcontractors of the Consultant to execute a
non-disclosure sgre€ment before obtaining access to
Con fi dential lnformation.
MALKO COMMUNICAT10N SERViCES
Riccardo F. Ginex, Village
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|1563377 vl
By:
ATTEST:
By:
EXHIBIT A
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PROPOSAL≠DM304 November 6, zorS
Dear: Jim
We are pleased to submit our proposal for the work described below for the Village of Oak
Brook.
S<ope-of l&ork
r. Supply & install (r) Card Reader at the Sally Port
2. Supply & install (t) Card Reader in the Gun Range
3. Supply & install (r) Card Reader at the investigator's office
4. Programming, installing customer provided cable at the Sally Port and Gun Rage is
included in this price.
5. Reuse exiting cable at investigator's office
6. Termination of cable is included in this price
7. Electric strikes are to be installed by other.
TotallnYeetment S2・ 775p。
A.
B.
C,
D.
E.
F,
G.
H.
www.mcs-llc.com
)`ヽ1 Assump-tions
All electrical, conduit, pipe 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 is to be supplied and installed by others.
Electric Strikes are to be provided by others
Computers, Servers, racks, cabinets are not part of this price unless noted above
Communication closets is not part of this price unless noted above
Backbone cabling (copper high pair count, fiber, coax) are not part of this price
All head end equipment is existing and assumptions are that there is
all new devices to hook up to unless noted above
5401 FargO AvO. SkOkie,IL o0077 Fax:(847)626‐6919
t.
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Labor is guaranteed to be as specified, and the above work to be performed in
accordance with drawings and specifications submitted for above work and completed
in a substantial workmanlike manner.
lf as-builds are required, the most current (including all field condition changes) disc on
Auto Cad zooo will be furnished by customer with no charge at the time of proposal
acceptance.
Telecommunications grounding bus bar(s) in MDF/lDF's by others.
All cable is being provided by the Village of Oak Brook
Malko is not responsible for any existing equipment this is not working before or after
new devises are installed,
Late payments may be subiect to interest.
Progress Eilling will be agreed upon in advance of PO creation and will mirror project
milestones.
Paymeff",termslo be as outlined in bidding documents.. Sales tax is not included.
Any alteration or deviation from above specifications involving extra costs, will be executed only upon written
orders, and will become an extra charge over and above the estimate. All agreements contingent upon strikes,
accidents or delays beyond our control.
Proposal is good for 3o days for date quoted
Sincerely,
Drew Montgomery
Proiect Coordinator
Malko Communication Services, LLC
ACCEPTANCE OF PROPOSAL #DM3o4
The above s are satisfactory and are hereby accepted.
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