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Keyless Entry Panel Upgrade Project 3VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the ��day of (Wete, _, 2017 ("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("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: Supply, /nslall, and Program (3) 8 Door Data Gathering Panel Boards (Blue Boards) per anached proposal #DM245 dated September 18, 2017 SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services as mutually agreed upon by the Village and Consultant ("Time of Performance'). SECTION 3. COMPENSATION. A. Agreement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed $13,310.00 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 govemment 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 511142.1-1 et seq.; or (2) a violation of either Section 3313-3 or Section 3313-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 el 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 511.101 et seq. Consultant shall also comply with all conditions of any federal, slate, 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"), 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 parry. 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 1. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any 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 any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Village's or the Consultant's right to enforce such rights or any other rights. J. Third Party Beneficiary. No claim as a third parry beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. ATTES By Charlotte Pruss, Village Clerk ATTEST: By:� Title: k11563377_vl 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 Information by the Consultant. 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. VIL By. 1111 Riccardo F. Ginex, illage Manager MALKO COMMUNICATION SERVICES By: MOW— Its: GXI41BIT A (Proposal #Db1245 dated September 28, 2017) COMMUNICATION SERVICES,. PROPOSAL#DM245 September 28, 2017 Attn: Jim Fox Dear: Jim We are pleased to submit our proposal for the work described below for the Village of Oak Brook Software upgrade. Scope of Work t. Supply & install (3) 8 Door Data Gathering Panel Boards (Blue Boards) z. Programming is included in this price Total Investment Assumptions $13,3to.00 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 unless noted above E. Communication closets is not part of this price unless noted above 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. I. If as -builds are required, the most current (including all field condition changes) disc on Auto Cad zoao will be furnished by customer with no charge at the time of proposal acceptance. A *' *`" J. Telecommunications grounding bus bar(s) in MDFIIDF's by others. www.mc s-llc.com i�' K. All cable is being provided by the Village of Oak Brook L. Malko is not responsible for any existing equipment this is not working before or after new devises are installed. M. Late payments may be subject to interest. N. Progress Billing will be agreed upon in advance of PO creation and will mirror 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 30 days for date quoted Sincerely, Drew � Montgomeryry Project Coordinator Malko Communication Services, LLC ACCEPTANCE OF PROPOSAL #QM245 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: