BT Club Keyless Entry ProjectVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the Jtday of tumbO017 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation ("Village'), and MALKO
COMMUNICATION SERVICES, 5401 Fargo Avenue, Skokie, Illinois 60077("Consultanf,).
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:
Supply, Install, and Program (1) 8 Door Data Gathering
Panel, (3) Card Readers, Request to Exit, Door Contact, and
Terminate Cable to Electric Strike at the Bath & Tennis
Clubhouse per attached proposal #DM259 dated December
4,1017
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed upon
by the Village and Consultant ("Time ojPerjormance").
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $16,775.00 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 et seq. 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 33EA 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 ei seq., and the Illinois Human Rights Act, 775 ILCS
5/1-101 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 anytime 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'% 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: Jim Fox, IT Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
Malko Communication Services
5401 Fargo Avenue
Skokie, Illinois 60077
Attention: Drew Montgomery
K. Conflicts; Exhibits. If any 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. Governing 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 DuPage County, Illinois.
M. No Disclosure of Confidential laformatioo by the
1• Walver. Neither the Village nor the Cos t. The Consultant acknowledges that it shall, in
Consultant shall be under any obligation to exercise any of the performing the Services for the Village under this Agreement,
rights granted to them in this Agreement except as it shall have access, or be directly or indirectly exposed, to
determine to be in its best interest from time to time. The Confidential Information. The Consultant shall hold
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any such rights shall not be deemed or construed as a waiver or use such Confidential Information without the express prior
of that right, nor shall the failure void or affect the Village's or written consent of the Village. The Consultant shall use
the Consultant's right to enforce such rights or any other reasonable measures at least as strict as those the Consultant
rights' rises to protect its own confidential information. Such
measures
J. Third Party tienefic rv. 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.
A Tl'
By:
om
Charlotte Pruss, Village Clerk
ATTEST:
By: on
Title: CCOv�.,�'ie-r\ n t'y
#11563377 vi
employees and subcontractors of the Consultant to execute e
non -disclosure agreement before obtaining access to
Confidential Information,
VI K
By:
Riccardo F. Ginex, illagWanage
MALKO COMMUNICATION SERVICES
By. AW
Its:
EXHIBIT A
(Proposal #DM259 dated December 4, 2017)
COMMUNICATION SERVICES,.9
PROPOSAL #DM259
Attn: Jim Fox
Dear: Jim
December 4, 2017
We are pleased to submit our proposal for the work described below for the Village of Oak
Brook Bath & Tennis Club.
0
B.
C.
D.
E.
F.
G.
1. Supply & install (1) 8 Door Data Gathering Panel
2. Supply & install (3) Card Readers
3. Supply & install (3) Request to Exit
4. Supply & install (3) Door Contact
5. Terminate cable to Electric Strike (Strike by other)
6. Programming, training and termination of cable are included in this price
Total Investment t16,775-00
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
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 adequate space for
all new devices to hook up to unless noted above
www.mcs-llc.c
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A
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 and completed
in a substantial workmanlike manner.
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
milestones.
Payment terms to be as Qutlined in bidding
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 #Dti 2ca
The above prices, specifications and conditions are satisfactory and are hereby accepted.
You are authorized to do the work as specified. Payment will be made as outlined above.
Signature:
Date:
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