BT Club HVAC Maintenance AgreementVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the Q day of 2017 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, lWnois, 60523 an Illinois municipal corporation ("Village'), and
CONTROLLED ENVIRONMENTAL SYSTEMS, INC., 16308 S. 107th Avenue, Suite 12, Orland Park, Illinois 60467-8887
("Consultant').
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 1. 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:
Oak Brook Bath and Tennis HVAC Maintenance Agreement
0510112017-0413012018
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed upon
by the Village and Consultant ("Time ofPerformance'l.
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $9,600.00, 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 and released by Consultant.
SECTION 4. 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
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. 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 of this
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 Liability. 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. _Relationship of the Parties. The
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: (1) 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: (1)
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 (1) 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 11-42.1-1 el seg. of
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 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-1
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 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
5/1-101 et seg. 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 satisfy the Services or
any other requirement of this Agreement ("Event of
Default'j, 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 (1) 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. Assignment. 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:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Chris Thompson, Club Manager
'.Notices and communications to the Consultant shall be
addressed to. and delivered at, the following address:
Controlled Environmental Systems, Inc.
16308 S. 107'" Avenue, Suite 12
Orland Park, Illinois 60467-8887
Attention: Chris G. Smadis
1. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise am of the
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 unv time
any such rights shall not be deemed or construed as a waiver
of that right, nor shall the failure void or affect the V'illage's or
the Consultant's right to enlorce such rights or any other
rights.
J. Third Party Beneficiary. No claim as a
third party beneficiary under this Agreement by any person.
firm, or corporation shall be made or be valid against the
Village.
K. Conflicts; Exhibits. If anv term or
provision in this Agreement conflicts with any term or
provision of an attachment or exhibit to this Agreement, the
terms and provisions of this Agreement shall control.
L. Goveraine Laws. This Agreement and the
rights of Owner and Consultant under this Agreement shall be
interpreted according to the internal laws, but not the conflict
of laws rules, of the State of Illinois; the venue for any legal
action arising in connection with this Agreement shall be in
the Circuit Court of Du Page County- Illinois.
M. No Disclosure of Confidential In by the
Consu tent. The Consultant acknowledges that it shall, in
performing the Services for the Village under this Agreement,
have access, or be directly or indirectly exposed, to
Confidential Information. The Consultant shall hold
confidential all Confidential Information and shall not disclose
or use such Confidential Information without the express prior
written consent of the Village. The Consultant shall use
reasonable measures at least as strict as those the Consultant
uses to protect its own confidential information. Such
measures shall include, without limitation, requiring
employees and subcontractors of the Consultant to execute a
non -disclosure agreement before obtaining access to
Confidential Information.
ATTEST;
By.
n _
Title:._-
='I 156337? vl
CONTROLLEDENVIROMEMA SYSTEMS I
By.
Its
EXHIBIT A
(Quotation Dated May 1, 2017)
CONTROLLED 16308 S. 107`" Avenue, Suite 12 * Orland Park, Illinois 60467-8887
ENVIRONMENTAL Telephone: (708) 460-6333 * Fax: (708) 460-6377
SYSTEMS, INC.
MAINTENANCE AGREEMENT
SCHEDULE 1— PREVENTIVE MAINTENANCE:
Includes provisions under Schedule 1, Page 2.
Cost is $ 2400.00 per Quarter
PURCHASER:
NAME: Village of Oak Brook Bath and Tennis
ADDRESS: 800 Oak Brook Road
Oak Brook, I160523-4633
PHONE: 630 — 368-6440
PERSON IN CHARGE:
CELL:
EMAIL:
Chris Thompson
630-368-6420
cthompson@oak-brook.org
Contract Date: 05/01/17 to 04/30/18
Page 1
SCHEDULEI
PREVENTIVE MAINTENANCE
PERFORM THE FOLLOWING SERVICES:
EVAPORATOR
YES
Check coil condition
x
_
Check drip pan & drain condition
x
Check condensate drains
x
Inspect for refrigerant leaks
x
CONDENSER -WATER COOLED
Check water regulating valve
Check for noncondensables in system
Check for scaling or corrosion condition
Clean water feeders
Clean strainers _
Rod condenser
CONDENSER - AIR COOLED
Check condenser coil condition _
Pressure wash condenser
COMPRESSOR
Check general operation & condition_
Check oil pump operation & oil level _
Check head pressure & suction pressure
Check noise & vibration
Make pump down capacit_check _
REFRIGERANT CIRCUIT
Check system for oil & refrigerant leaks by
visual inspection & by torch test
Check oil supply & refrigerant charge per
service instructions for equipment
Check operation of refrigerant controls _
Check insulation, vibration, noise
Shut down of equipment after tooling season Including --
pump down of mEn rant charge, if req.
including fuses
Check wiring from disconnect switch to
unit
OPTIONAL EQUIPMENT
Humidifier - check & adjust
Condensate pump - check & adjust
NO
FAN & FAN DRIVES
Check fan & motor bearings
Check motor housing & commutators _
Check belt condition & tension
Check drives & pulley for tightness
& alignment_ _
Open disconnect switch, inspect fuses
Oil motors
COOLING TOWER
HEATING
Check bumer condition _
Check heat exchanger condition _
Check heating coil condition
x
_
CONTROLS
x
Check thermostat operation
x
x
_
Check operation of starter
x
x
Check operation of relays
x
Check operation of pressure switch
x
x
_
Adjust controls
x
x
x
FILTERS
_
Change filters 4x a year
x
Filters provided by seller
x
x
x Fan Belts
Change belts —1per year x
INSPECTIONS:
Number of inspections: 4 PER YEAR
Scheduled as follows: Spring, Summer Fall Winter
LABOR RATE:
Labor will be invoiced at $ 130.00 per man hour. Overtime will be one and one-half times this rate. Holidays are
Double the normal hourly rate. Normal hours are Monday through Friday from 7:00 AM to 3:30 PM.
Page 2
THE PURCHASER AGREES:
1. To accept the judgment of Seller as to the best means and methods to be employed for any corrective work necessary, because of
his technical knowledge and experience in service and repair matters.
2. That any alterations, additions, adjustments or repairs made by others, unless authorized by the Seller, will release and terminate
all obligations of Seller.
3. That as part of this service agreement, the Seller shall not be required to furnish any items of equipment which may recommended or
required by insurance companies, Government, State, Municipal or other authorities, unless paid for by purchaser.
4. That the Seller shall not be required to remove or replace or alter any part of the building structure in the performance of this agreement
or to make any correction in design and/or engineering of the equipment or installation.
5. That the product or equipment listed in this agreement is being accepted with the understanding that the equipment is in good operating
condition. Should any repairs be found necessary upon start-up, initial inspections, and a charge will be made for these repairs, governed by the
prevailing labor and material rates.
6. To pay extra for the replacement of coils, water cooled receivers, or heretic sealed units not covered by manufacturer's warranty and
deemed beyond repair in judgment of Seller. Labor and material to install same will be furnished by Seller to the Purchaser at prevailing
prices. If materials are covered by warranty then Purchaser agrees to pay Seller for labor and materials necessary to replace said defective
warranty equipment.
7. The Seller's work under this contract (unless specifically written herein) will not include: cabinets, hardware or glass, ductwork,
dampers, insulation, recording instruments, gauges or thermometers, water supply, drain and steam lines beyond the apparatus valves,
electrical lines equipment beyond the apparatus main switch, moving or relocating the equipment, replacement of parts that are obsolete,
repairs due to freezing or from contaminated corrosive water, boiler tubes and boiler sections or refractory, furnace heat exchangers,
combustion chamber, smoke stacks, chimney and breeding, painting of equipment or cleaning of coils, ducts, chimneys and flues, deliming
of water cooling towers and condensers unless included below.
8. The Purchaser will assume responsibility and pay extra for all service and material required due to electrical power failure, low voltage,
burned out main or branch fuses, low water pressure, contamination, accident, freezing, flooding, willful damage, neglect, fire, theft and
clogged filters.
9. The Seller shall not be liable for any losses or damages as a result of interruption in use of equipment or due to labor disturbances,
freezup, fire, rust or corrosion, commercial delays, spoilage, flooding, loss of business, war conditions, and/or Acts of God or circumstances
beyond his control, and it is expressly agreed that the Seller assume no liability for negligence or failure whatsoever, than to perform the
services herein set forth and, in no event, is the Seller's liability for any reason whatsoever, to exceed the amount of the service charge for
one monthly period.
10. Seller reserves the right to price revisions on the labor portion of this agreement which area direct result of union increases during
the term of this agreement.
11. Either party may terminate this agreement by giving 30 days written notice. This agreement shall continue on for a further period of
one year and thereafter from year to year unless terminated as herein provided. Annual renewals to be invoiced by Seller.
12. All labor performed other than Monday through Friday from 7:00 A.M. to 3:30 P.M. will be invoiced to purchaser as an additional
charges at a rate of 1 V2 the regular labor price.
The undersigned (hereinafter called the "customer") hereby agrees to pay for said services, including labor and materials, upon presentation of invoice. Itis further understood
and agreed to by the customer that a late charge may be imposed upon the customer for failure to make a timely remittance as herein provided. Said charge shall not exceed
I 'h% of the amount of the unpaid invoice each month the invoice remains unpaid. In the event that this invoice remains unpaid for three months or more, the customer further
agrees to pay all reasonable costs of collection, to include reasonable attorney's fees and court costs. The customer further represents that
he has authority to accept these terms.
CUSTOMER'S ACCEPTANCE SELLER'S ACCEPTANCE
By: By: Chris G. Sirnadis
Title: Tide: Vice President
Date: Date: May 01, 2017
Page 3
EQUIP. TYPE
Rooftop Unit
Saves Main Area
2- Mini Splits
saves concessions
Rooftop Unit
Saws locka room
Rooftop Unit
Saves locka room
Gas Furnace
Saves Basement
Domestic Boiler
Domestic Boiler
Pool Boiler
Kitchen Make-
up Air Unit
Rooftop unit
Rooftop unit
Rooftop unit
Kitchen Exhaust
fan
3 Walk-in
Coolers
2- Exhaust fans
3- Wall mounted
exhaust fans
EQUIPMENT LIST
Oak Brook Bath and Tennis Club
MAKE
MODEL#
Lennox
KGA300S4
L&G
LSU360
Lennox
N/A
Lennox
N/A
Ducane
80GIUH090BP16
Lockinvar
CWN0647PM
Lockinvar
CWN0647PM
Lockinvar
CPN 1262
Captive-
aire
A4 -D1500-920
Carrier
48TFE009
Carrier
48TFE007
Carrier
48TFE006
AMCA N/A
SERIAL#
LOCATION
5615EI0156
Roof
102KAM200315
Roof
101 KAM000083
Roof
N/A
Roof
N/A
Roof
59131,22759
Basement
A15H00273657
Basement
A21151047118
Basement
CI4H00261741
Basement
144534 Roof
010IG30453 Roof
070IG20968 Roof
070IG24208 Roof
N/A Roof
N/A
N/A
N/A
Roof
Carnes
VEBK08
2551103
Roof
N/A N/A
Page 4
N/A
Wall