Outdoor Warning Sirens MaintenanceVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the d* or OfrdCp,e 2018 (,,Agreement,), andis by and berween the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak BrootlllinoE?0S23 an Illiiois municlpal corpoiation ("Village,), and BMNIFF
COMMANICATIONS,INC., 4741 W. I36h Street, Crestwood,Illinois 60418 ("Consultonf').
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 l. 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 ("^seruices"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Annual Prcventative Maintenance for ($ Outdoor llarning
Sirens from November 1, 2018 - October 3I , 2019
TIME OF PERFORMANCE. The Consultant shall perform
and complete the Services as mutually agreed upon between
Vi I I age and Consultant (" Tlme of P erfo rmonc e' ).
SECTION2. COMPENSATION.
A, Asreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $2,240.00, including reimbursable expenses,
without the prior express written authorization of the Village
Manager.
B. Taxes. Benefits. and Rovalties. 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. AII 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.
SECT10N 3.REPRESENTAT10NS 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 4. INDEMNIFICATION: INSURANCE:
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnifo and save
harmless the Village against all damages, liability, claims,
losses, and expenses (including afiorneys' 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 ofthis
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 5. 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: (l) 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: (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 ll-42.1-l et seq. of
the Illinois Municipal Code, 65 ILCS 5/l l-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 1961,720ILCS 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
nulland 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 governmenial 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. $$
l2l0l et seq., and the Illinois Human Rights Act, 775 ILCS
5/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-
govemmental 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 ('Event ol
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 equify, to (l) terminat€ 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 parfy.
H. No$gg. 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 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:
Braniff Communications, Inc.
474t l36s Street
Crestwood, Illinois 60445
Attention: Jeffrey M. Ryba, President
I. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any ofthe
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 time2
:::ヽ ヽlIC12 ritl、:、、|,all,lol be defmcd or col,strt:oこ l as(1、ヾ()iVCr
●:::)31F:」1): :)、、r sha:i thc ibililre、ol(l oi a“tct thc Vill社 3●`、。:ll)| くI(ヽ :,stlitttniヽ right t()ol,lk)rcヾ st,CIi ri事 |,13 。r all卜 ' other
i,=:)ミS
、手. Third Partv Bcnerlctarv. No cia::in as 3 third,ally
ttncill:〔ttt undCr this Agκ cr,cn: 卜y any Pcison 薇ョn (、「
c■,pl〕rall()11、hail be ina`ic or b●、ali`83ni:lst thc Viliage
K GOVCrFling Laws. 1.his A3rcennent and thc rigi、ts o「
1)'7)CI and (iollsuitati tildcl :1lis A3rceniC:'( Shali bc
iin:じ :￢Prtiぜ d acctlrdi:18 1o thc intcl‐:lal l`1、,s, btit llot illc conllicI
(::・ :tiヽ ■s rt1lCs.of il,c Strntc o「!∥il,olsi thc vcl、uc A)r ar:y icgal
itti●:i ti・ iSi:ヽ 3 1n cく｀1lnection νlth this A3)ecn｀Cnt sI、all bc i!、
ポio(111ct::t(I(,ull oFl)ul'a3c Cou1lt).・ :llin()is
tぉ じ、1111)its.11・ al●●Onllict cxists bcttccli ti)is Co:〕tract
an(1(1:1卜 ゛｀1｀11ll attticI)せ ●l:,crct`,,tl,o(cr::ls ofl、is Cor〕truc:
、わな∥,1・ cva∥Iヽ1.No Disciて ,stire or Co.rlく lcntial in■)rlntlti()tl b、1卜 ●
(}onsuita111. TI)o Consultant acknowied=さ 、ふ(11:I sI、こ::,i11
perfbH:linま :卜 c SCrviccs ior〔|:む ViHage t:nder:卜 is Agrcc:1lo:1:
h=、c acccヽ 、, (,r bc dircctly ol indircctly c、po、ま1、 1()
じ。nndenti.1 lnfbm、 ation_ The Constiltant slla:| ')oll
●ol、1ldel、:ial a:I Cottndc:】1lal I:llk)ranation and sha∥o(〉t disciosc
or usc st,ch(:cnlldcntial lnlbH■aI:on、villloll:thc Cヽ prcs、Prirォ
ヽ7itten conscnl ol'thc Villagc Thc Consul:ant sha∥ tバo
ica、く,1la卜 lc F'lCaSill csユ l least as sirict =ふ thosc t卜 c CIc:1、、:ita:、1uscs to protccl its o、、n conlldential i:、lorr)、:tior: ヽこIcil
linc■stiloS Shユ l: inciudc, withou: lilniteti()n. rcず 、1:ri:)=
cinploycc、and subcontractors of:lle Consultant to l、cctllC a
11、)n・ disci`,surc ag:ccn,cnt bclk)re obtall,in3 acccss l()
Col、1ldcotial inお rmatio●
``:rlこ
1,Rへ ヽ1ド FCOM Mし NICATl()ヽ S、1ヽ C.
OAK 131く 00K
EXHIBIT A
“
gra´"″′#Л Zイ ‐θ,θ ′
"θ
β滋″′α″う″′,2θ ′砂4
BRANIFF COMMUNiCAT10NS,lNC.
4741W 136TX ST,CRESTWOOD,ILL:NO:S 60418
VO!CE:(700)597‐3200 FAX:(700)597・ 3307
AGREEMENT NO.:PMA‐0501000BOuTD00R WARNING SiREN SYSTEM
PREVENTAT:VE MAINTENANCE SERⅥCE AGREEMENT
V:LLAGE OF OAK BR00K 10ノ 1/2018 □NttV tt RENEVVAL
1200 0AK BR00K ROAD ACREEMENT COVERAGE PEttOD
llノ 1/2018-10/31/2019
CrrYOAK BR00K MttNTENANCEINSに 0■ONINIERVAL
図ANNUAL □OTHER □T&M tt AGREEMENT
w「破
旺 CONTACTNAME I躍
梅 68-∞ 0`1臨_3685474 □NONE tt ADDENDUM A □ADDENDUM B:NSPLC:IUN REЮ RT CONTACI NAME
」:M FOX BRAN:FF COMMuN:CAT:ONS,INC:NSPECl10N RttPORT CONTACT C枷 却L
JFOX@OAK‐BR00K ORG ADDRESS
4741 WEST 136TH STREET
凛ESTW∞D I「E I:翻
τ
墨 品 CE DE円 1鷲 597‐32001‰‐5973307
QTY MODEL DESCR:PT:ON AND S:TE LOCAT:ON PER UN:T EXTENDED400FEDERAL S:GNAL 2001 SERIES,AC/DC OPERATED,OUTD00R WARNING
S:RENS COMPLETE W!TH ALL RELATED POLE‐MOUNTED S:REN MOTOR/RFCONTROLS AND ELECTRICAL D:STR:BUT!ON EQU!PMENT,:NCLUDING
BATTERIES,AT THE FOLLOW!NC SiTE LOCAT:ONS:
BUTTERFIELD COUNTRY CLUB
22NO AND ROUTE 83
1915 YORK ROAD
SPRING ROAD&MADiSON
$56000|$2,24000
TOTAL AMOUNT OF MAINTENANCE AGREEMENT S2,240.00
PLEASE SEE REVERSE SiDE OF THiS DOCUMENT FOR TERMS AND CONDIT10NS OF THIS MAINTENANCE AGREEMENT
CUSTOMER AGEMT / REPRESEMTATNE (PRINT MUE)
SICNATυ RE
DATE ‰“8‐
TER“S ANO CONDIT1011S
“
ζ♀3艦 1臓 脱朧Fn t瞑 灘 譜淵よ鵠瑞『l盤 艦謡?躙 躙猥:拮 鷺れ]電 鮒曲 遭Ⅷ辟喘盤
WARNNO摘 裟雪儡纏鍔電鑑臓捨臨籠艦:冠 Tttξ ttNFF.he‐y agrees o mantain a""■∞equpmmt(the OuTD∞R9'“mOnlinc udhg the referencod andlor mached Addondum(3)begin“ngand endin9 0n lhe datos indk泊 led
勾ousToMER he‐yagces b payBMMFFい blal d a響 8謄 観器翻貯:轟 騎踊裁溜捜霊嵐嘗M、1轟 備 謝継 1報 器 飾 :蹄 慰 網 牌:翻 TSmd“Alce商 h∞S Wherel腱 ∞釘。帷門S
糀 ∥服[出 肥T:胤 聯脈:肥 鮮"°
ま謂脳轟朧器鳳 認棚棚剛躙膿 署瓢 電蹴亀船∥騎留熾
CuSTOMElな 渇7躙 智評f出 腱 譜棚よ謬棚 爛酬職蹄 譜踏識臓譜職響蹴ょ辮 鵠 留棚as OminOd On Ourinspmoni…pecining 10 each silen
"T“30‐e tO腱
"“―d"BRANFF hecunder鶏 1濡 柑t d Cpat懺 蹴 品‰蹴爛説肌r鷲 詔珊鰤 M鑑 棚 緯躙 l躙 鴫 総 器 n躙 鰍 jl躙 a鰤 臨 帥 m器 1譜 棚 総 躍
調 器 .研 鼎 i鳳 ::漁 駕 獣
i即
驀 警 画 椰
鼎 にU∞,¨u".Ю hに ua and疏 .1嗚 nalu口 ●∞
“
Lα 口OS On σ Other
鱚 薦墓理椰鸞晨鶴輔酬i糞 :欝 椰謡鸞theFlolott pald by cuSToMER in lespect or such Ofthe EOU!PMENT rc
珊 器 器 馴 溜
n淵
譜 腎 袢 縫 R冊 無 ぼ 濯 1露
.出
路 部 犠 鷺醐 湯「編 総 託 淵 翔 孵 73鵠 1望 鋼 昭oxbnd lo any dain fordama9os ansing m Ofinlurylo peson or p●po●diCCuy and"斑 malely“lmd bylhe EOulPMENTM情 機鮒褥 椰浦傭耐1榊 辮鞣懸j祠 麟su力 I●rk stols)
3)Any i●m oru"EOUIPMENT which ls not new or uttch has n"been sublectlo a naimenance 30rVL agreemem mth BRANIFF
鶉 常 梶蹴評露器厠騨管欄麗 思騰鶯暫品FWST°
MERも 嘲
““
a“画】
"o ope日
1鴨 cond田 ¨
“
●e expenseげ
lENT to oper31Ve cond bOn,“nenェ
“
。upon“date of nouce or suchtaa 10 cusTo～嘔R thO A9mmentshal beleminatu as tO such e●ulPMENT and the char9os hecunder equ■uy“tcOd such leminalon
温晰鮮鵠ittT進 盤語耀騨」認寵鵬 諦臨鳳調柵ぉ♀uST°唯R sha"yBmttF應 “∞mue“中sけ
螺欄鶉 ξ:懺 鮮i鮮 i鼎 態躙聯還I縦 蹴瑚緊恐習雹1窯 醐鼎器鑑
鵬:鵬 冨Ъ辮躙灘糧慰椰蹴爆螂癬勇驚鞘蹴淵i榊 願]instucoons being tuttshed by CuSTOMER regarding inopettNeor maruncl。●ng condibOns ofthe EOUIPMENT and possiЫ e causes thereof
悧“Ю繰蹴晰型『冬 ミ翻1離 詣鵠熙墓機鰹臨鸞窯i脳 熙鼎癬伊黒鳥h聰 製喘 理躍鸞謂譜常甜闇臨∥脱薯乱uch hsura“o sh訓 “Ы ed b and"趙 けbythe CuSTOMER
●roug““詭響∥〕眠 躙 i継 遇冨:ど 亀ξλ躍溜躙邸ふ:だ 翼淵謡」嚇酬調蹴 げ爾留記需品讐潔
鰤 器 誌 :も 3幹 さ雁 β
S“・ n above se1 0Ⅲ輌 ind vuab any cOn“
“
or amngemenヽ o輛 ch CuSTOMERに a"Ⅲo「Whiい may“
9M"he」よ調場棉野田:歌 電よ服11乱 !ヽ 鵬鍔T訛 ∥rel°m ttde α m panぉ 。峰"han訓 "ms d the EOUPMENT upOnO leminatel o「(1)by CusToMER upOn gi■ng BRANIFF■■tten ool ce
l鸞 鼎 辮欄 脚 辮[椰 鶯 齢 爵憔 翻 見憮 癬 M、II
討騨∬躙朦朧報i乳 鰹批器糠都圏肇曝量朧f服 雷∬∫珊 Ψ祓 鶉
Tems Revision l‐●2012
ADDENDUM AAGREEMENT NO PMAЮ 501080BOUTD00R WARNINC SiREN SYSTEMPREVENTATIVE MAINTENANCE SERVICE AGREEMENT
Al PREVENTATA′E MAlNTENANCE INSPECT10N INTERVAL ANO CClvERACE
All
A12A13
i*iry iF."ryI9! rSP"monl includes an annrial. opsite o.ev€otaliv€ mainlemn s inspectlon vish at 6sch of the (4) weming sirsn sitesin the Villag€ of Oak Brcok.
ITlE*1"]I*-'i$"1T9ry_",_jndu(hs.all applic€blo trawl tim6 sssociared wirh tr|e on-site, prevenbtiv€ maintenence inspectons.rn aoooon io ule on_$le pGvemat\c mainlonSlrca insp€clion{s), Blaniff Communicatrons. lnc. shstt p.Dviro field s6rvic6 rBpair ln fhe ewnt:lSIlTgl f tt.*l"l dl.*vsred durins. rcsuFr monrhty resiiis of the systom or"r,"iini",ii tii$iri'"iri,"'i;;i;;dfi&;;;l;
snan Espoftl lo sucn servbe r€quosts wilhin 72 hou6. v/6ather oermitfno. These EMiE .,"q.t hw mm.t u6... r1..* *---^,sha∥EspOnd tO such sery ce requesls Mtthn 72 hou、.鴨 ather
to maintan the prapaEdness ol tlE semim st6tem, jnclude ell
mlmr replacqn6nl p€rls such as ${iEhes, reteys. betts, fus€6, s€誦蠍焉[器 l消 蝠l響 購1ヨ 憾警
器鞘 榔 繭 鋼 孵 螂 蜆,FM Rece ver,Tone Decoderand Tiner
Preventat～e Maintenance Service Agreement No PMA‐05101080B,Addendum
Vliage oF Oak Brook
including t}3 mpak
Cusomer Agent′Repttsen●lve
Vlllage of oak Brook
A14
A15
鴻)lauelγ s●rage
T譜 蹴峨響乳鷺網 :′器IB・
°k麒 滉蹴 温盤
Any r€quiGd ,eplacement parts, including Eplacement b€tledes, shall b€ fumished by Braniff Communi,:atons, tnc. sl a dlscounled
'ele
of15% ofl flrblish€d llst price.
Any popdolary psrts thal may be lequil€d, otlEr trten rE-s€ 1_a-nufaclyl! b!/, or udized by, Federat sigmt corroraton, may b€ avaltabtefor sal6 to the end'u6er only undel such cirurmslances, fre vttage of oar tirookiL
"""'iJ
rii"nir cd,rr-tirto*, lrr". iri"iri",rrg
";ysudr applicable pad(s) as r€quired.
ln lfE 6vent of Parl unsvailabllity due to prcduct obsolescence. Branifl communlca$ons, trc. shalt ditig€nty BJrsue the plDcu.Emenl ofeqdvelenl subslitne r€turtished, or us6d parl(s) to complete waming strsn squiprnenr repairlsl. unaer-cenjiri circrmser s, 6qu;ienisl,btltul€. r.furblsh€d. or used p6rts mey not b€ evaitaOti am ,epUoime,t coiifir*ms olffiircr smrr m quoreA.
A3
A4
A2
A6
↓壼縄鵬 硝魃 憾鮒騨繭 椰堀夕躙響肥 厠“°嘲9
A31 腕18ゞ Ю mammnce mspecuO“s■1∞
"綺
_l h accomance w th.as wel as doalmonled per.BttnF nspecuOn sch“uЦ ●
SlRCN SYSTEM ACT!VAT10N CONTROL&STATuS MON「ORINC STAT10NSm蜘 醸藤醸翻嶽鸞碑轡動椰熙激孵晰
SERViCE LABOR RATES
轟 蠍舗選轟蘊[選灘轍i齢 烈\鸞 |[量 鷺鱗\∥驚
PARTS′MATERttL DISCOuNT AND PR∝υREヽ 嘔NT
A5
A61
A62
A63
Branitr Communicatio
10/1/2018