Keyless Entry System for Admin Offices, BCG Monopole Tower Shelter and IT Key Box VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the 2/ day of ,2019 ("Agreement'),and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation("VHJagc'�, and MALKO
COMMUNICATION SERVICES,5401 Fargo Avenue,Skokie,Illinois 60077("Consrhant").
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:
U=1 1. SCOPRE OF ,ARYWES The Village a similar nature in existence at the Time of Performance. The
retains the Consultant to perform,and the Consultant agrees to representations and certifications expressed shall be in
perform, all necessary services to perform the work in addition to any other representations and certifications
connection with the project identified below ("Services"), expressed in this Agreement, or expressed or implied by law,
which Services the Consultant shall provide pursuant to the which are hereby reserved unto the Village.
terms and conditions of this Agreement:
The Consultant further represents that it is financially solvent,
Time and Material for the Keyless Entry System for has the necessary financial resources, and is sufficiently
Administrative Offices, BCC Monopole Tor Shelter, and experienced and competent to perform and complete the
H Key Box, as more fully described in the attached Services in a manner consistent with the standards of
Proposals #DM381, #DM383, and #DM385, dated August professional practice by recognized consultants providing
19,1019 services of a similar nature. The Consultant shall provide all
SECTION 2. TIME OF PERFORMANCE. The personnel necessary to complete the Services.
Consultant shall perform the Services as mutually agreed upon SECTION 5. INDEMNIUCATI,N• p[SURAxrp,
by the Village and Consultant,but no later than December 31, LIAR LITY.
2019 MY~of Performance").
A. maificades. The Consultant proposes
SEC.TION 3. COMPENSATION. and agrees that the Consultant shall indemnify and save
harmless the Village against all damages, liability, claims,
A. went Amount. The total amount billed losses, and expenses(including attorneys'fee)that may arise,
by the Consultant for the Services under this Agreement shall or be alleged to have arisen, out of or in connection with the
not exceed $16,686.00, including reimbursable expenses, Consultant's performance of, or failure to perform, the
without the prior express written authorization of the Village Services or any part thereof, or any failure to .meet the
Manager. representations and certifications set forth in Section 4 of this
Agreement.Tues. Benetlts. =111RONAIdeL Each
payment by the Village to the Consultant includes all B. IfflWaft, The Consultant acknowledges
applicable federal, state, and Village taxes of every kind and and agrees that the Consultant shall, and has a duty to,
nature applicable to the Services as well as all taxes, maintain adequate insurance, in an amount,and in a form and
contributions,and premiums for unemployment insurance,old from companies, acceptable to the Village. The Consultant's
age or retirement benefits, pensions, annuities, or similar maintenance of adequate insurance shall not be construed in
benefits and all costs,royalties, and fees arising from the use any way as a limitation on the Consultant's liability for losses
of, or the incorporation into, the Services, of patented or or damages under this Agreement.
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim C. No pts Lbbillty, No elected or
additional compensation by reason of the payment of any such appointed official or employee of the Village shall be
tax, contribution, premium, costs, royalties, or fees is hereby personally liable,in law or in contract,to the Consultant as the
waived and released by Consultant. result of the execution of this Agreement.
SECTION REPRESENTATIONS 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
t
SECTION 6. GENERAL PROVISIONS. E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
A. Relationship of the Parties. The other action that may be necessary to ensure that the Services
Consultant shall act as an independent contractor in providing are provided,performed,and completed in accordance with all
and performing the Services. Nothing in, nor done pursuant required governmental permits, licenses, or other approvals
to, this Agreement shall be construed to: (1) create the and authorizations that may be required in connection with
relationship of principal and agent, employer and employee, providing, performing, and completing the Services, and with
partners, or joint venturers between the Village and all applicable statutes, ordinances, rules, and regulations,
Consultant; or (2) to create any relationship between the including without limitation the Fair Labor Standards Act;any
Village and any subcontractor of the Contractor. statutes regarding qualification to do business; any statutes
prohibiting discrimination because of,or requiring affirmative
B. Conflicts of Interest. The Consultant action based on,race,creed,color,national origin,age,sex,or
represents and certifies that, to the best of its knowledge: (1) other prohibited classification, including, without limitation,
no Village employee or agent is interested in the business of the Americans with Disabilities Act of 1990, 42 U.S.C. §§
the Consultant or this Agreement; (2) as of the date of this 12101 et seq., and the Illinois Human Rights Act, 775 ILLS
Agreement, neither the Consultant nor any person employed 5/1-101 et seq. Consultant shall also comply with all
or associated with the Consultant has any interest that would conditions of any federal, state, or local grant received by the
conflict in any manner or degree with the performance of the Village or Consultant with respect to this Contract or the
obligations under this Agreement; and (3) neither the Services. Consultant shall be solely liable for any fines or
Consultant nor any person employed by or associated with the civil penalties that are imposed by any governmental or quasi-
Consultant shall at any time during the term of this Agreement governmental agency or body that may arise, or be alleged to
obtain or acquire any interest that would conflict in any have arisen, out of or in connection with Consultant's, or its
manner or degree with the performance of the obligations subcontractors, performance of, or failure to perform, the
under this Agreement. Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
C. No Collusion. The Consultant represents inserted herein.
and certifies that the Consultant is not barred from contracting
with a unit of state or local government as a result of(1) a F. Default. If it should appear at any time that
delinquency in the payment of any tax administered by the the Consultant has failed or refused to prosecute, or has
Illinois Department of Revenue unless the Consultant is delayed in the prosecution of, the Services with diligence at a
contesting, in accordance with the procedures established by rate that assures completion of the Services in full compliance
the appropriate revenue act, its liability for the tax or the with the requirements of this Agreement, or has otherwise
amount of the tax, as set forth in Section 11-42.1-1 et seg. of failed,refused,or delayed to perform or satisfy the Services or
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or any other requirement of this Agreement ("Event of
(2) a violation of either Section 33E-3 or Section 33E-4 of Default"), and fails to cure any such Event of Default within
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 ten business days after the Consultant's receipt of written
et seq. If at any time it shall be found that the Consultant notice of such Event of Default from the Village, then the
has, in procuring this Agreement, colluded with any other Village shall have the right, without prejudice to any other
person,firm,or corporation,then the Consultant shall be liable remedies provided by law or equity, to (1) terminate this
to the Village for all loss or damage that the Village may Agreement without liability for further payment; or (2)
suffer, and this Agreement shall, at the Village's option, be withhold from any payment or recover from the Consultant,
null and void. any and all costs,including attorneys' fees and administrative
expenses,incurred by the Village as the result of any Event of
D. Termination. Notwithstanding any other Default by the Consultant or as a result of actions taken by the
provision hereof,the Village may terminate this Agreement at Village in response to any Event of Default by the Consultant.
any time upon 15 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the G. Asshmment. This Agreement may not be
Consultant shall be paid for Services actually performed and assigned by the Village or by the Consultant without the prior
reimbursable expenses actually incurred, if any, prior to written consent of the other party.
termination, not exceeding the value of the Services
completed.
2
:
i
A. N permitted to of that e. All notices required or right,nor shall the failure void or affect the Village's or
be given under this Agreement shall be in writing and shall be the Consultant's right to enforce such rights or any other
delivered:(1)personally;(2)by a reputable overnight courier; rights.
or by (3) by certified mail, return receipt requested, and
deposited in the U.S.Mail,postage prepaid. Unless otherwise J. Tbhrd PnW Bene0etarv. No claim as a
expressly provided in this Agreement,notices shall be deemed third party beneficiary under this Agreement by any pion,
received upon the earlier of. (a) actual receipt; (b) one firm, or corporation shall be made or be valid against the
business day after deposit with an overnight courier as Village.
evidenced by a receipt of deposit; or (c) three business days K. Ce tutee:: EddhkL If any term or
following deposit in the U.S. mail, as evidenced by a return provision in this Agreement conflicts with any term or
receipt. Notices and communications to the Village shall be 'provision of an attachment or exhibit to this Agreement, the
addressed to,and delivered at,the following address: terms and provisions of this Agreement shall control.
Village of Oak Brook L. Ooyerain ll mm This Agreement and the
1200 Oak Brook Road rights of Owner and Consultant under this Agreement shall be
Oak Brook,Illinois 60523 interpreted according to the internal laws,but not the conflict
Attention: Jim Fox,IT Director of laws rules,of the State of Illinois;the venue for any legal
action arising in connection with this Agreement shall be in
Notices and communications to the Consultant shall be the Circuit Court of DuPage County,Illinois.
addressed to,and delivered at,the following address:
M. No RhCh ars of Confidential Inforarat1m by e.
Malleo Communication Services The Consultant acknowledges that it shall, in
5401 Fargo Avenue performing the Services for the Village under this Agreement,
Skokie,Illinois 60077 have access, or be directly or indirectly exposed, to
Attention: Drew Montgomery,Project Confidential Information. The Consultant shall hold
Coordinator confidential all Confidential Information and shall not disclose
or use such Confidential Information without the express prior
I. waiver. Neither the Village nor the written consent of the Village. The Consultant shall use
Consultant shall be under any obligation to exercise any of the reasonable measures at least as strict as those the Consultant
rights granted to them in this Agreement except as it shell uses to protect its own confidential information. Such
determine to be in its best interest from time to time. The rtteasures shall inchule, without limitation, requiring
failure of the Village or the Consultant to exercise at any time employees and yrs of the Consultant to execute a
any such rights shall not be deemed or construed as a waiver non-disclosure agreement before obtaining access to
Confidential Information.
ATTEST:
Charlotte Pruss,Village Clerk Riccardo F.Ginex,Village Manager
I ATTEST: MALKO COMM [CATION SERVICES
Its:
3
EXHIBIT A
(Proposals#DM381,#DM383,and#DM385,dated August 29,2019)
4
CONNMICATION SEAYICESue
PROPOSAL#DM381 August 29,2019
Dear Jim:
We are pleased to submit our proposal for the work described below for Village of Oak
Brook project.
Scope of Work
1. Install(1)Key Box with Card Reader in IT area
2. Termination and programming is included in this price.
Total Investment 5IA45 00
Assumptions
A. 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.
B. All work to be done during the normal workday.
C. All power is to be supplied and installed by others.
D. Computers,Servers,racks,cabinets are not part of this price
E. Communication closets is not part of this price
F. Backbone cabling(copper high pair count,fiber,coax)are not part of this price
G. All head end equipment is existing,and assumptions are that there is adequate space for
all new devices to hook up to unless noted above
H. 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.
1. If as-builds are required,the most current(including all field condition changes)disc on
Auto Cad 2000 will be furnished by customer with no charge at the time of proposal ~£
acceptance.
J. All cable will be supplied by the Village,Malko will install and terminate. ` e
K. All door hardware,strikes,mag locks will be supplied and installed by othe
Malko will install cable and terminate to the devices
L. If required,bid bond,performance bond,fees will be at additional
www.mcs-llc.com
7
M: Telecommunications grounding bus bar(s)in MDFJIDF's by others.
Payment terms to be as outlined in bidding documents Sales tax is not included.
Any alteration or deviation from above spedfications 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
Project Coordinator
Malko Communication Services,LLC
ACCEPTANCE OF PROPOSAL#DM381
The above prices,specificatio s and conditions are satisfactory and are hereby accepted.
You are Payment will be made as outlined above.
Signature: Date:
COMMUN/CAnON SHVICESus
PROPOSAL#DM383 August 29,=9
Dear.Jim
We are pleased to submit our proposal for the work described below for the Village of Oak
Brook Admin offices.
Scone of Work
1. Supply&Install(7)Card Readers
2. Terminate customer provided cable to electric strikes
3. Electric strikes are to be installed by other.
4. Programming is included in this price.
Total Investment $8472 oo
As�tions
A. 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.
B. 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. Computers,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 pair count,fiber,coax)are not part of this price
H. All head end equipment is existing and assumptions are that there is adequate space for
all new devices to hook up to unless noted above
1. 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-co,tpl
in a substantial workmanlike manner.
www.mcs-llc.com
1
41,
J. If as-builds are required,the most current(including all field condition changes)disc on
Auto Cad i000 will be furnished by customer with no charge at the time of proposal
acceptance.
K. Telecommunications grounding bus bar(s)in MDF/IDF's by others.
L. All cable is being provided by the Village of Oak Brook
M. Malko is not responsible for any existing equipment this is not working before or after
new devises are installed.
N. Late payments may be subject to interest.
0. Progress Billing will be agreed upon in advance of PO creation and will minor project
milestones.
Payment terms to 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
Project Coordinator
Malko Communication Services,LLC
ACCEPTANCE OF PROPOSAL#DM383
The
Payment will be made as outlined above.
Signatur . Date: G
CDIPiIN�i
COMMMAflOM SERMESU
PROPOSAL#DM385 August 29,2019
Dear:Jim
We are pleased to submit our proposal for the work described below for the Village of Oak
Brook Cell Tower.
Scope of Work
1. Supply&Install(1)4 Door Keyscan Panel
i. Supply&install(i)Card Readers
3. Terminate customer provided cable to electric strikes
4. Electric strikes are to be installed by other.
5. Programming is included in this price.
Total Investment $7,16q.00
Assumptions
A. 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.
B. 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. Computers,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 pair count,fiber,coax)are not part of this price
H. All head end equipment is existing and assumptions are that there is adequate space for °
all new devices to hook up to unless noted above
I. Labor is guaranteed to be as specified,and the above work to be performed in
accordance with drawings and specifications submitted for above work a ;
in a substantial workmanlike manner.
www.mcs-llc.com
1 ` .
I(r 1
A¢
J. If as-builds are required,the most current(including all field condition changes)disc on
Auto Cad 2000 will be furnished by customer with no charge at the time of proposal
acceptance.
K. Telecommunications grounding bus bar(s)in MDF/IDF's by others.
L All cable is being provided by the Village of Oak Brook
M. Malko is not responsible for any existing equipment this is not working 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 will mirror project
I
milestones.
1
a
t
Payment terms to 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 30 days for date quoted
Sincerely,
Drew Montgomery
Project Coordinator
Malko Communication Services,LLC
ACCEPTANCE OF PROPOSAL ADM;8S
The above
Payment will be made as outlined above.
Signatu Date: a�—A —C
COA�ifl>l1