Outdoor Warning Siren System Annual Monitoring Services VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of themed ay of—&Apos4,2021 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illi is 60523 an Illinois municipal corporation ("Village'), and FULTON
SIREN SERVICES,16220 Popular Road,Marengo,Illinois 60152("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 addition to any other representations and certifications
retains the Consultant to perform,and the Consultant agrees to expressed in this Agreement, or expressed or implied by law,
perform, all necessary services to perform the work in which are hereby reserved unto the Village.
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the The Consultant further represents that it is financially solvent,
terms and conditions of this Agreement: has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Outdoor Warning Siren System Annual Monitoring Services in a manner consistent with the standards of
Services 1/1/21-12/31/21 professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
TIME OF PERFORMANCE. The Consultant shall perform personnel necessary to complete the Services.
and complete the Services as mutually agreed upon between
Village and Consultant("Time of Performance'). SECTION 4. INDEMNIFICATION, INSURANCE;
LIABILITY.
SECTION 2. COMPENSATION.
A. Indemnification. The Consultant proposes
A. Agreement Amount. The total amount and agrees that the Consultant shall indemnify and save
billed by the Consultant for the Services under this Agreement harmless the Village against all damages, liability, claims,
shall not exceed $332.12, including reimbursable expenses, losses, and expenses (including attorneys' fee) that may arise,
without the prior express written authorization of the Village or be alleged to have arisen, out of or in connection with the
Manager. Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
B. Taxes, Benefits, and Royalties. Each representations and certifications set forth in Section 4 of this
payment by the Village to the Consultant includes all Agreement.
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes, B. Insurance. The Consultant acknowledges
contributions, and premiums for unemployment insurance, old and agrees that the Consultant shall, and has a duty to
age or retirement benefits, pensions, annuities, or similar maintain adequate insurance, in an amount, and in a form and
benefits and all costs, royalties, and fees arising from the use from companies, acceptable to the Village. The Consultant's
of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in
copyrighted equipment, materials, supplies, tools, appliances, any way as a limitation on the Consultant's liability for losses
devices, processes, or inventions. All claim or right to claim or damages under this Agreement.
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby C. No Personal Liability. No elected or
waived and released by Consultant. appointed official or employee of the Village shall be
personally liable,in law or in contract,to the Consultant as the
C. Payment of Agreement Amount. result of the execution of this Agreement.
Payments shall be made pursuant to the terms of the Local
Government Prompt Payment At,50 ILCS 505/3 et.seq. SECTION 5. GENERAL PROVISIONS.
SECTION 3. REPRESENTATIONS OF A. Relationship of the Parties. The
CONSULTANT. The Consultant represents and certifies that Consultant shall act as an independent contractor in providing
the Services shall be performed in accordance with the and performing the Services. Nothing in, nor done pursuant
standards of professional practice, care, and diligence to, this Agreement shall be construed to: (1) create the
practiced by recognized consultants in performing services of relationship of principal and agent, employer and employee,
a similar nature in existence at the Time of Performance. The partners, or joint venturers between the Village and
representations and certifications expressed shall be in
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Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Default. If it should appear at any time that
Consultant shall at any time during the term of this Agreement the Consultant has failed or refused to prosecute, or has
obtain or acquire any interest that would conflict in any delayed in the prosecution of, the Services with diligence at a
manner or degree with the performance of the obligations rate that assures completion of the Services in full compliance
under this Agreement. with the requirements of this Agreement, or has otherwise
failed,refused,or delayed to perform or satisfy the Services or
C. No Collusion. The Consultant represents any other requirement of this Agreement ("Event of
and certifies that the Consultant is not barred from contracting Default'), and fails to cure any such Event of Default within
with a unit of state or local government as a result of(1) a ten business days after the Consultant's receipt of written
delinquency in the payment of any tax administered by the notice of such Event of Default from the Village, then the
Illinois Department of Revenue unless the Consultant is Village shall have the right, without prejudice to any other
contesting, in accordance with the procedures established by remedies provided by law or equity, to (1) terminate this
the appropriate revenue act, its liability for the tax or the Agreement without liability for further payment; or (2)
amount of the tax, as set forth in Section 11-42.1-1 et seq. of withhold from any payment or recover from the Consultant,
the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or any and all costs, including attorneys' fees and administrative
(2) a violation of either Section 33E-3 or Section 33E-4 of expenses, incurred by the Village as the result of any Event of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Default by the Consultant or as a result of actions taken by the
et seq. If at any time it shall be found that the Consultant Village in response to any Event of Default by the Consultant.
has, in procuring this Agreement, colluded with any other
person,firm,or corporation,then the Consultant shall be liable G. Assignment. This Agreement may not be
to the Village for all loss or damage that the Village may assigned by the Village or by the Consultant without the prior
suffer, and this Agreement shall, at the Village's option, be written consent of the other party.
null and void.
H. Notice. All notices required or permitted to
D. Termination. Notwithstanding any other be given under this Agreement shall be in writing and shall be
provision hereof, the Village may terminate this Agreement at delivered: (1)personally; (2)by a reputable overnight courier;
any time upon 15 days prior written notice to the Consultant. or by (3) by certified mail, return receipt requested, and
In the event that this Agreement is so terminated, the deposited in the U.S.Mail,postage prepaid. Unless otherwise
Consultant shall be paid for Services actually performed and expressly provided in this Agreement,notices shall be deemed
reimbursable expenses actually incurred, if any, prior to received upon the earlier of (a) actual receipt; (b) one
termination, not exceeding the value of the Services business day after deposit with an overnight courier as
completed. evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be
Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address:
other action that may be necessary to ensure that the Services
are provided,performed,and completed in accordance with all Village of Oak Brook
required governmental permits, licenses, or other approvals 1200 Oak Brook Road
and authorizations that may be required in connection with Oak Brook,Illinois 60523
providing, performing, and completing the Services, and with Attention: Jim Fox,IT Director
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; any Notices and communications to the Consultant shall be
statutes regarding qualification to do business; any statutes addressed to,and delivered at,the following address:
prohibiting discrimination because of, or requiring affirmative
action based on,race,creed,color,national origin,age, sex,or Fulton Siren Services
other prohibited classification, including, without limitation, 16220 Popular Road
the Americans with Disabilities Act of 1990, 42 U.S.C. §§ Marengo,Illinois 60152
12101 et seq., and the Illinois Human Rights Act, 775 ILCS Attention:John E.Vistine
5/1-101 et seq. Consultant shall also comply with all
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I. Waiver. Neither the Village nor the attachment or exhibit to this Agreement, the terms and p
Consultant shall be under any obligation to exercise any of the provisions of this Agreement shall control. `
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 M.dye Disclosure of QUM tcnttnl Information by
any such rights shall not be deemed or construed as a waiver the Consultant. Confidential information means all material,
of that right,nor shall the failure void or affect the Village's or non-public, business-related information, written or oral..,
the Consultant's tight to enforce such rights or any other whether or not it is marked that is disclosed or made available
rights. to the Consulta4 directly or indirectly,through any means of
communication or observation. The Consultant acknowledges
J. Third Partv$euefictarv. No claim as a third party that it shall,in performing the Services for the Village under
beneficiary under this Agreement by any person, firm, or this Agreement, have access, or be directly or indirectly
corporation shall be made or be valid against the Village. exposed, to Confidential Information. The Consultant shall
hold confidential all Confidential Information and shall not
K. QmLtrnla Laws. This Agreement and the rights of disclose or use such Confidential Information without the
Owner and Consultant under this Agreement shall be express prior written consent of the Village. The Consultant
interpreted according to the internal laws,but not the conflict shall use reasonable measures at least as strict as those the
of laws rules, of the State.of Illinois; the venue for any legal Consultant uses to protect its own confidential information.
action arising in connection with this Agreement shall be in Such measures shall include, without limitation, requiring
the Circuit Court of DuPage County,Illinois. employees and subcontractors of the Consultant to execute a 3
non-disclosure agreement before obtaining access to
L. Conflicts; Exhibits, If any term or provision in this Confidential Information.
Agreement conflicts with any term or provision of an
ATTEST: VILLAGE
By: By;
Charlotte Pruss,Village Clerk
, _6 er
ATTEST: ---- FULTON SIREN SERVICES
By:
Its: �
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EXHIBIT A
(INVOICE NO. 1895 DATED 1/11/21)
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Fulton Siren Services _
16220 Poplar Rd.
Marengo, IL 60152
(630)336-2652 FU( L T O N
.SIREN SERVICES
INW-ACIE
INIVOIQE 1`0 INVOICE NO, 1895
Village of Oak Brook DATE 01/11/2021
1200 Oak Brook Rd. DUE DATE 02/10/2021
Oak Brook, IL. 60523 TFRMIS Net 30
PC ill, JOB#
S-MONOB2021
DATE ACTIVITY QTY RATE AMOUNT
01/01/2021 MONITORING 1 332.12 332.12
of the outdoor warning siren system 1/1/21 - 12/31/21.
BAL.A.NCL DUE- $332.12
Please remit payment to:
Fulton Siren Services
16220 Poplar Rd..
Marengo, IL 60152
Thank you for you business! Please contact us at 630-336-2652 with any questions.
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