BT Keyless Entry ProjectV:LLACC OF OAK BR00K
PROFESS10NAL SERVICCS ACREEMENT
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:N CONS:DERAT10N OF the rechals and the mutual covcnants and agreements set forth in the Agreement,and pursuant to the
Vi∥age's statutory powcrs,the parties agree as follows:
SECTION t. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
peform, all necessary services to perform the work in
connection with the project identified below C.S€ry/csJ"),
which Services the Consultant shall provide pursuant to thc
terms and conditions ofthis Agreemeni:
Time and Mote sl ,o Suppu, hstoll, ond P.ogtorfi (l) E
Door Gqlhe ng Panel Cord *esders, Requesl lo Exir, Door
Conlracl, ond Cobles at tlrc Botlt & Tennis Club, as
morc lully descrlbed in lhe olloched Ptoposal 4DM33i,
dated lanuory 2t,2019
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed upon
by lhe Village and Consultant ("firrc of Perlormance,).
SECTION3. COMPENSATION.
A. Arrc0m€ltl Amounl. The total amout billed
by the Consultant for the S€rvices under this Agreement shall
not exceed $15,120.00, including reimbursable expenses,
without the prior express written authorization of the Village
Manager.
B, T.r€s. Benefitr. snd Rovaltlej. Each
paymenl by the Village to the Consultanr includcs all
applicable federal, state, and Village mxes ol every kind and
nature applicable lo the Services as well as all laxes,
contdbutions, and prcmiums lbr unemployment insurance, old
a8e 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 {bes is hereby
waived and released by Consultant.
SECTION 4. REPRESENTATIONS OF
CONSULTANT. The Consultant represents and certifies that
lhe 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 ccrtifications expressed shall be in
addition to any other representations and certifications
expressed in this Agreemcnt, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant further represerts that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent io peform and complete the
Services in a manner consistent with thc slandards of
professional practice by recognized consultants providing
services of a simjlar nature. The Consultant shall provide all
personnel necessary to complet€ the Services.
INDEMNIF;CAT:ON: :NSURANCE:
A. lndcmnilicrtion. The Consultant proposes
and agrces that the Consultant shall indemni! and save
harmless the Village againsr all damages, Iiabitity, claims,
losses, and expenses (including artom€ys,fee) thal may arise,
or be alleged to have arisen, out ofor in connection with th€
Consultant's performance of, or failure to perform, th€
Services or any part thereof, or any failure to meel the
represen(ations and cerlifications set forth in Section 4 of this
Agreemenl.
B, lnsuranc€. 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 Consultanl's
mainlenance 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 Lisbilitv. No elected or
appoinled oflicial or employee of the Village shall be
personally liable, in law or in contract, to the Consultant as the
resuh ofthe execution ofthis Agreemenl.
SECTION 6. GENERAL PROVISTONS.
Consullant shall act as an independent contractor in providirg
and performing the Scrvices. Nothing in, nor done pursuant
to, this Agreemenl shall be construed to: (t) create the
TheA
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 et seq. of
the Illinois Municipal Code, 65 ILCS 5/l 1-42.1-l et seq.; or
(2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the Criminal Code of 196l,720ILCS 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.
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. S$
12101 et seq., and the Illinois Human Rights Act, 775 ILCS5/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 ("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 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, 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 ovemight 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:
E.
Village of Oak Brook2
1200 0ak Brook Road
Oak Brook,I∥inois 60523
Attention:Jim Fox,IT Director
Noticcs and communications to the Consultant shall be
addressed to,and dci市 ered at,the Fo:lowing address:
Malko Communication Services
5401 Fargo Avenue
Skokie,I∥incis 60077
A"ention:Drew Mont80mery,PrttCCt
Coordinator
lt Wa∥er,Neither the V∥hge nor the
Consultant sha∥ be under any ob::gation to exercisc any oFthe
n3hも granted to them h thL Agreement except as L shJl
determine to be in its best interest hm time to time.The
fallure of the Vil:age or the Consuhantto exercisc at any time
any such rights sha∥not be dcemed or construed as a waiver
ofthat right,nor sha∥the fa∥ure void or arectthe v∥lage:s or
the Consultantis right to cnfoFCe SuCh rights or any other
rights.
J. Third htt Benenchrvo No d“m asa
third Pa∥y benerlciary under this Agreement by any pcrson,
Ar7n, Or Co￢poration sha∥ be madc or be va:id against the
Vil:age.
ATTEST:lK. Gonfllctil Eitlbils lf any term or
provision in this Agreement conflicts with any term or
provision of an attachment or exhibit to this Agreemcnt, the
terms and provisions of this Agreement shall control.
L. Govcrnlns l,rws. This Agrcement and thc
rights of Owner and Consultant under this Agrcement shall be
interpr*ed according to the intemal laws, but not the conflict
of laws rules, of the State of lllinois; the venue for any legal
action arising in connection with this Agrecment shall be in
the Circuit Court of DuPage C,ounty, lllinois,
M. flo Dliclomrc of Cmfrhrtltl hfiirirthn bv 'fic
Consultrnt. The Consultant acknowledgcs that it shall, in
performing thc Services for the Villagc undcr this Agreement.
have access. or be directly or indirectly exposed, to
Confidential lnformation. The Consultant shall hold
confidential all Confidential lnformation and shall not disclose
or use such Confidential lnformation without the express prior
written consent of the Village. The Consultant shall use
rcasonable measunes al least as strict as those the Consultant
uses to protect its own confidential information. Such
measurcs shall include, without limitation, requiring
employees and subcontractors of the Consultant to executc a
non-disclosure agreemcnl before obtaining acce$ to
Con Frdential ln form ation.
MALKO COMMUNICAT10N SERVECES
Charlone Pruss, Village Clerk
EXHIBIT A
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PROPOSAL#DM333 January 25,2or9
Dear:Jim
We are pleased to submit our proposal for the work described below for the Village of Oak
Brook Bath & Tennis Club.
Scope of Work
1, install(r) 8 Door Data Gathering Panel
2. Supply & install (6) Card Readers
l. Supply & install (6) Request to Exit
4. Supply & install (6) Door Contact
5. Terminate cable to Electric Strike (Strike by other)
6. Programming, training, cable installation and termination of cable are included in this
price
Total..lnvestmeni-"---. - "- -"--$_6rlte.0o
A.
B.
C.
D.
E.
F,
G.
H。
Assumptions
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
Cornputers, Seruers, racks, cabinets are not part of this price unless noted above
Communication closets is not part of this price unless noted above
Eackbone 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 adequate space for
all new devices to hook up to unless noted aboVe
l. Labor is guaranteed to be as specified, and the above work to be performed ln
accordance with drawings and specifications submitted for above work a
in a substantial workmanlike manner.
www.mcg-llc.com
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5401 Fargo Ave.Sko照 e,lL 60077 Phona(847}626‐6600 Fax(847)626‐6949
J. lf as‐bullds are required,the most current(including all奮 eld condition changes)diSC On
Auto Cad 2000 Wili be furnished by customervvith no charge at the tirne of proposal
acceptance.
Ko Telecommunications grounding bus baく s)in MDFハ DF's by others.
L. A∥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 devlses are insta∥ ed.
N.Late payments may be subleCt tO interest,
0. Progress Billing wili be agreed upon in advance of PO creation and will rnirror prolect
m∥estones.
Payment terrns .to.b€.as o-uilined inbiddin&d.oruments. sales tax is not included.
Any alteration or deviation from above specifications involving extra costs, will be executed only upon written
orders, and wlll become an extra charge over and above the estimate. All agreements contingent upon strikesr
accidents or delays beyond our control.
Proposal is good for 3o days for date quoted
Sincerely,
Drew Montgomery
Project Coordinator
Malko Communlcation Services, LLC
A(CEPTANCE OF_PROPOSAL#DM333
are satisfactory and are hereby accepted.
Payrnent w∥ l be rnade as outlned above.
Datc_≦≧―/6~=ゴz_
The abov