Library Monument Sign LetteringVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of theQ of2017 (`Agreement', and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook Ilinois, 60523 an Illinois municipal corporation ("Village's, and VITAL
SIGNS, USA, INC., 791 Industrial Drive, Elmhurst, Illinois 60126 ("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 perforin, and the Consultant agrees to
perforin, 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:
Furnish and Install (1) sets of letters for the Oak Brook
Public Library Monument Sign as more fully described in
the attached Estimate #57265 dated August 9, 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 $1,650.00 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 fmancially 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 Liabilitv. 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 bared 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 33E4 of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E -I
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 err 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 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. Assienment. 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: Doug Patchin, Public Works
Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
Vital Signs USA. Inc.
791 Industrial Drive
Elmhurst, Illinois 60136
Attention: Don Meyers
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.
T Third Party Benefician. No claim as a
third parry beneficiary under this Agreement by any person.
firth, or corporation shall be made or be valid against the
Village.
ATTEST.
By
Charlotte =Pruss,Village MClerk-
ATTEST:
By:
Title: Cot e* „ i e—
11563371 .l
K. Conflicts: Exhibits. If an% 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 if shall. in
performing the Services for the Village under this .Agreement,
have access, or be directly or ind reedy 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.
VIftft*ak__
By
Riccardo F. Ginex, Village
VITAL SIGNS USA, INC.
By:
Its ��p,�r —t
EXHIBIT A
(Estimate #57265 dated August 9, 2017)
Vrtalsigns
auslnexs Signage and arand/ng
Vital Signs USA, Inc.
791 Industrial Drive
Elmhurst, IL 60126
Ph: (630) 832-9600
FAX: (630) 832-9669
Email: sales@vitalsignsusa.com
Web: http://www.vitalsignsusa.com
Estimate #: 57265
Created Date:
25801PM
gtg/Don
Subtotal:
Salesperson:
M17
Don Meyers
Prepared For:
Oak Brook Public Library
Email:
don0vitalsignsusa.com
Contact:
Doug Patchin
Office Phone:
(630) 832-9600
Office Phone:
(630) 990-2222
Office Fax:
(630) 832-9669
Office Fax:
9
(630) 9904509
(
Entered by:
Don Meyers
Email:
t)
Pa n@oak-brook.org
Address:
600 Oak Brook Rd.
Description: Oak Brook Library Monument Sign Letters
Product: Dimensional Letters -FCO
Description: Flat Cul Dimensional Letters
$1,650.00
Page i of 1
$825.00 $1.650.00
Furnish and install quote (2) sets of %" thick acrylic letters with painted black enamel finish, Palatino font, stud -mounted on
existing monument sign. Remove and dispose of old letters. Must conceal ghosting from old letters. Sign to be scrubbed and
Prepped for new letters.
• 2 Sets) of 0 in Dimensional Letters made from stock material
• Text: Oak Brook (6.25')
Public Library (4.117')
Notes I Any sign(s) being removed will be disposed of unless otherwise instructed in writing prior to removal.
Payment Terms: Balance due
Client Reply Request
0 Estimate Accepted "As Is". Please proceed with Order. 0 Other:
0 Changes required, please contact me. SIGN:
Estimate Total:
$1,650.00
Subtotal:
$1,650.00
Total:
$1,650.00
D to
a .
Print Date: 9/9/2017 3:00:33PM