PlymoVent System Preventative MaintenanceVILLAGE OF OAK BR00K
PROFESSIONAL SERVICES AGREEMENT
This AGREEヽ lENTisdatcdasofthcttdayof_)ic△J塑 墜L≧21丁 2018(■
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OAK BR00K,1200 0ak Brook Road,Oak Brook,Hlinois 60523 an Hlinois municipal corporation(``"::α g`''),and ttИ SrrNcs
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IN CONSIDERAT10N OF the recitals and the mutual covenants and agrccmcnts set forth in the Agrccment,and pursuant to thc
Vil!agc's statutory powcrs,the partics agrcc as fo1lows:
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 ("Seruices"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Preventative Maintenonce Program for PlymoVent
Emergency Vehicle Exhaust System at Fire Stulions #93 and
#94 as more fully described in Exhibit A.
TIME OF PERFORMANCE. The Consultant shall perform
and complete the Services as mutually agreed upon between
Village and Consultant ("Time of Performance").
SECTION 2. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $1,000.00, 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
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 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 dnd released by Consultant.
SECT10N 3.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 4. INDEMNIFICATION: INSURANCE:
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify 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 ofthis
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant 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
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.
SECT10N 5。
A.
GENERAL PROVISIONS.
Relationship of the Parties. Thc
Consultant shall act as an independent contractor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: (l) create 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 Collubion. 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 Consultanl 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-42.1-1 et seq. of
the If linois Municipal Code, 65 ILCS 5/l l-42.1-1 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 Agreemenl 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, without 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 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 (t) 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: (l) personally; (2) by a reputable overnight courier;
or by (3) by certified mail, retum 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:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attn: Doug Patchin, Public Works Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
Hastings Air Energy Control, Inc.
5555 S. Westridge Drive
New Berlin, WI 53 l5 l-7900
Attn: Tom Karth, Sales person
I. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any ofthe
rights granted to them in this Agreement except as it shall
determine to be in its best interest from time to time. The
failure of the Village or the Consultant to exercise at any time2
any such rights shall not be deemed or construed as a wailer
ofthat right, nor shall rhe failu€ void or affect the Village's or
the Colsultant's right to enforce such rights or any other
rishrs.
J. Third Partv Bcncficlrrv. No claim as a third party
beneficiary under this Agr.ement by any person, firm, or
coporatior shall be made or be valid agalnst thc village,
K. Governing Lrvs. This Agrecment and thc rights of
Owner and Consultant under this Agreemcnt shall be
inkrpreted according to thc intcm|l laws, but not the conflicl
of laws rules, of the state of lllinois; the vcnue for any legal
action arising in conneclion wj0 Ois Agreemenl shall be in
thc Circuit Court of DuPage County, Illinois.
L, Erhlbils. Ifany coflflict cxists betwen this Contract
and any exhibit lttEched hereto, thc tenns ofthis contract
shall prevail.
ATTEST:
ATTESTl
M. No Dbclorurc of Coofldentiil lnformetlop bv the
Consullrnt The Consultant acknoryledgcs that it shall, in
pedorming the Services for the Villagc under this Agreement,
have access, or b€ dire.tly or indirectly cxposcd, to
Confidential lnformation. The Corsultanr shall hold
confidcntial all Confidential Information and shall not disclosc
or use such Confidential lnformation without thc cxprcss prior
written coflsent of the Village. The Consuliant shall use
reasonabla mcasurc3 at Ieasl as strict rs thosc thc Consultant
uses to proteci its own confidcntial information. Such
measures shall include, withour limitation. requiring
employces and subcontractors of the Comultant to exccute a
non-disclosure agrEement before obtaining access to
Confidcnlial lnfomation.
By:
V:LLA
HAST:NCS AIR ENERCY CONTROL,INC.
Charlottc Pruss,V∥lage Clerk
EXHIBIT A
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Doug Hroba shio To:
Oak Brook Rre Dept Sta#l Date:10/30/2018
(94)
1200 0ak Brook Road 1200 0ak Brook Road Sales person:Tom Karth
QuOte:QU007449‐D4N3Q4
¨ires 2/23/2019
Oak Brook′IL 60523 Oak Brook′IL 60523
Quote Per Request
Thank you for your interest in a Preventative Maintenance Program (PMP) for your plymovent
Emergenc.y Vehicle Exhaust System. Hastings Air-Energy Control appreciates the opportunity to work
with you to keep your vehicle exhaust system working at peak performance. The cost ofthis program is
based on the number of serviceable "drops" that your station has and the frequency of seNice
maintenance visits you request.
This is a custom designed "PMP" for your station. Our service programs are designed to provide money
saving benefits and the reliable operation of your Plymovent Emergency Vehicle Exhaust System. Our
Preventative Maintenance Program will assure you of:. Prolonged Equipment Life. Protection of Equipment from Damage due to Neglect. Redudion of Costly Equipment Down-Time. Continued Safety and Health of Your Personnel. A complete PMP includes a 40 point inspection, as needed cleaning of Plymovent equipment,
lubrication, realigning and servicing of parts. (Part replacement and labor to change-out are not
included). This procedure will bedoneateach inspection and is designed specifically foryour needs.. Any damage due to product modifications or adaptation to enable the product to operate in a
way for which it was not designed, manufactured, approved and/or authorized may result in additional
maintenance work and charges.
Additional charges will apply for Filter media, parts and installation, as needed. These will be billed after
approval and completion of service.
HAST]NOS
air energy control. inc
RegionallyServing lllinois llndiana llowa lKentuckylMi$igan lMinnesota lMissafi lNorth andSouth DatrotalOhio lWisconsin
Doug Hroba
Oak Br∞k Fire Dept.sta.#1
(94)
1200 0ak Brook Road
Oak Brooに IL 60523
ShiD TO:
1200 0ak Brook Road
Oak Brook′IL 60523
Date:10/30/2018
Sales PersOn:TOm Karth
QuOte:QUO-07449-D4N3Q4
Expires:2/28/2019
Page 2 of4
P:800.236.8450′262364.0500
F:800.260.9199′2623640550
-hadingsar.∞mTotal I 51,000.00
Part#Qtv Description Unit Price Ext Price
PVM―ASMP 1.0 The following detail reflects our records
of your specific environment:
# of Vehicles -8 (Both Stations)
f of Drops -8
# of Serviceable Drops -8
# of scheduled calls per Year -1
# of Agreement Years -Renewable Yearly
S000 SO.00
N―EVG 1.0 The contract period begins on the
contract signature date. Contract end
date is one, two or three years after the
contract period begin date as specified
by the term. This agreement will
automatically renew for successive one
year periods from the contract end date
unless written notice of your intention to
non-renew is provided 30 days prior to
the contract end date.
SO.00 50.00
PVM 8.0 PREV[NT:V[MA!NTENANCE ofthe
Plymovent Exhaust System′per Drop′
which inc!udes the 40 Point Check.
S125.00 Sl′000.00
Page 3 of4
P:800.236.3450′262364.0500
F:800.260.9199′2623640550
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ShiD TO:
Oak Brook ttre Dept,sta.#l Date:10/30/2018
(94)
1200 0ak Brook Road 1200 0ak Brook Road Sales Person:Tom Karth
QuOte:QUO-07449-D4N3Q4
Expires:2/28/2019
0ak Brook′IL 60523 0ak Brooに lL 60523
NOTE:Shippi"and Tax are NOT InUDED.
I hera rerd thc brrs prgc, a singlc, scp.r.t pagc fronr ttrc ffing,
and I accept ttE Enns and ondidsrs of this qr.rGtion.
Signed:
Narre:
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Prupay - 3% Discount:
_ t*lct 30 Days from Shipment_ VisUMasErcad/Discorar
Purdas€ mg #
Thank you lor considering flasdngs.
Plcasc rcmftto:
Hrrdngn Air-Enorgy ConEol, Inc.
5555 S. Wstddgc Drivc
llcw lorlin, WI 53151-7900
Tlde: _____―■―――_____――¨――――――
Page 4 of4
P800.236.3450′262.3640500
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TERMS:
Freight for equipment is FOB destination. Hastings will deliver with our truck. Future parts or filter orders will
ship prepaid and add.
Normal delivery is 6 to 8 weeks after receipt of confrming purchase order or prepayment check.
Warranty is per manufacturer specifications. Contact representative for more details.
Payment terms are 3% discount for prepayment with order, or net 30 from date of start up. Payment terms
discount (3%) does not apply if the payment is made with a credit card. A lYzo/o per month financi charge will
be assessed on all invoice balances outstanding past 30 days.
Price does not include sales tax. Please provide municipality's tax exemption certificate.
@ 2017 Hastings Air Energy Conkol, Inc. All rights reserved. Use of this Hastings Air Energy Contol
document and the information herein is expressly limited to the purpose for which it was provided.