Prev.Maint.Ins. Srvs.for Pumps located at Resvs. A and B and 31st. St. Well House VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the day of A��- c�� 2021 ("ilgreentenf'j, and is by and between the
VILLAGE OF OAK BROOK, 1200 Oak Brook Road,Oak Brook, Illinois,60523 an Illinois municipal corporation("Village'l,
and FLO'1'4'-TECHNICS,INC.,181 Ontario Street,Frankfort,Illinois 60423("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 C. Pavment of Aareement Amount.
retains the Consultant to perform,and the Consultant agrees to Payments shall be made pursuant to the terms of the Local
perform, all necessary services to perform the work in Government Prompt Payment At,50 ILCS 50513 et.seq.
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the SECTION 3. REPRESENTATIONS OF
terms and conditions of this Agreement: CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
Three (3) fear Preventative Maintenance Inspection standards of professional practice, care, and diligence
Services for Pumps located at Reservoir A,Reservoir B, and practiced by recognized consultants in performing services of
31" Street Well House, as more fully described is the a similar nature in existence at the Time of Performance. The
attached proposal dater!July 27,2021. representations and certifications expressed shall be in
addition to any other representations and certifications
TIME OF PERFORANIANCE.The Consultant shall perform expressed in this Agreement, or expressed or implied by law,
the Services as mutually agreed upon by the Village and which are hereby reserved unto the Village.
Consultant("Yuri:e of Pet for►nance').
The Consultant further represents that it is financially solvent,
SECTION 2. COMPENSATION. has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
A. Agreement Amount. The total amount billed Services in a manner consistent with the standards of
by the Consultant for the Services under this Agreement shall professional practice by recognized consultants providing
not exceed: services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
Year I Services:53,500.00
SECTION 4. INDED•111'IFICATION; INSURANCE;.
Year 2 Service:S3,645.00 LIABILITY.
Year 3 Services:53,747.00 A. Indemnification, The Consultant proposes
and agrees that the Consultant shall indemnify and save
The above amounts include reimbursable expenses, without harmless the Village against all damages, liability, claims,
the prior express written authorization of the Village Manager. losses, and expenses (including attorneys' fee) that may arise,
or be alleged to have arisen, out of or in connection with the
B. Taxes. Benefits, and Rovalties. Each Consultant's performance of, or failure to perform, the
payment by the Village to the Consultant includes all Services or any part thereof, or any failure to meet the
applicable federal, state, and Village taxes of every kind and representations and certifications set forth in Section 4 of this
nature applicable to the Services as well as all taxes, Agreement.
contributions, and premiums for unemployment insurance,old
age or retirement benefits, pensions, annuities, or similar B. Insurance. The Consultant acknowledges
benefits and all costs, royalties, and fees arising from the use and agrees that the Consultant shall, and has a duty to,
of, or the incorporation into, the Services, of patented or maintain adequate insurance, in an amount,and in a form and
copyrighted equipment, materials, supplies, tools, appliances, from companies, acceptable to the Village, as per Title I
devices, processes, or inventions. All claim or right to claim Chapter 8 of the Village Code. The Consultant's maintenance
additional compensation by reason of the payment of any such of adequate insurance shall not be construed in any way as a
tax, contribution, premium, costs, royalties, or fees is hereby limitation on the Consultant's liability for losses or damages
waived and released by Consultant. under this Agreement.
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C. No Personal Liability. No elected or termination, not exceeding the value of the Services
appointed official or employee of the Village shall be completed.
personally liable, in law or in contract,to the Consultant as the
result of the execution of this Agreement. E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
SECTION 5. GENERAL PROVISIONS. other action that may be necessary to ensure that the Services
are provided,performed, and completed in accordance with all
A. Relationship of the Parties. The required governmental permits, licenses, or other approvals
Consultant shall act as an independent contractor in providing and authorizations that may be required in connection with
and performing the Services. Nothing in, nor done pursuant providing, performing, and completing the Services, and with
to, this Agreement shall be construed to: (1) create the all applicable statutes, ordinances, rules, and regulations,
relationship of principal and agent, employer and employee, including without limitation the Fair Labor Standards Act; any
partners, or joint venturers between the Village and statutes regarding qualification to do business; any statutes
Consultant; or (2) to create any relationship between the prohibiting discrimination because of, or requiring affirmative
Village and any subcontractor of the Contractor. action based on,race, creed,color,national origin, age,sex, or
other prohibited classification, including, without limitation,
B. Conflicts of Interest. The Consultant the Americans with Disabilities Act of 1990, 42 U.S.C. §§
represents and certifies that, to the best of its knowledge: (1) 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
no Village employee or officer or agent is interested in the 5/1-101 et seq. Consultant shall also comply with all
business of the Consultant or this Agreement; (2) as of the conditions of any federal, state, or local grant received by the
date of this Agreement, neither the Consultant nor any person Village or Consultant with respect to this Contract or the
employed or associated with the Consultant has any interest Services. Consultant shall be solely liable for any fines or
that would conflict in any manner or degree with the civil penalties that are imposed by any governmental or quasi-
performance of the obligations under this Agreement; and (3) governmental agency or body that may arise, or be alleged to
neither the Consultant nor any person employed by or have arisen, out of or in connection with Consultant's, or its
associated with the Consultant shall at any time during the subcontractors, performance of, or failure to perform, the
term of this Agreement obtain or acquire any interest that Services or any part thereof. Every provision of law required
would conflict in any manner or degree with the performance by law to be inserted into this Contract shall be deemed to be
of the obligations under this Agreement. inserted herein.
C. No Collusion. The Consultant represents F. Default. If it should appear at any time that
and certifies that the Consultant is not barred from contracting the Consultant has failed or refused to prosecute, or has
with a unit of state or local government as a result of(1) a delayed in the prosecution of, the Services with diligence at a
delinquency in the payment of any tax administered by the rate that assures completion of the Services in full compliance
Illinois Department of Revenue unless the Consultant is with the requirements of this Agreement, or has otherwise
contesting, in accordance with the procedures established by failed,refused,or delayed to perform or satisfy the Services or
the appropriate revenue act, its liability for the tax or the any other requirement of this Agreement ("Event of
amount of the tax, as set forth in Section 11-42.1-1 et seq. of Default', and fails to cure any such Event of Default within
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or ten business days after the Consultant's receipt of written
(2) a violation of either Section 33E-3 or Section 33E-4 of notice of such Event of Default from the Village, then the
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Village shall have the right, without prejudice to any other
et seq. If at any time it shall be found that the Consultant remedies provided by law or equity, to (1) terminate this
has, in procuring this Agreement, colluded with any other Agreement without liability for further payment; or (2)
person, firm,or corporation,then the Consultant shall be liable withhold from any payment or redover from the Consultant,
to the Village for all loss or damage that the Village may any and all costs, including attorneys' fees and administrative
suffer, and this Agreement shall, at the Village's option, be expenses, incurred by the Village as the result of any Event of
null and void. Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
D. Termination. Notwithstanding any other
provision hereof, the Village may terminate this Agreement at G. Assignment. This Agreement may not be
any time upon 15 days prior written notice to the Consultant. assigned by the Village or by the Consultant without the prior
In the event that this Agreement is so terminated, the written consent of the other party.
Consultant shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
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H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be J. Third Party Beneficiary. No claim as a
delivered: (1)personally;(2)by a reputable overnight courier; third party beneficiary under this Agreement by any person,
(3)by certified mail,return receipt requested,and deposited in firm. or corporation shall be made or be valid against the
the U.S.Mail,postage prepaid:or by(4)electronic notice with Village.
evidence of delivery. Unless otherwise expressly provided in K. Conflicts, Exhibits. If any term or
this Agreement, notices shall be deemed received upon the provision in this Agreement conflicts with any term or
earlier of (a)actual receipt;(b)one business day after deposit provision of an attachment or exhibit to this Agreement, the
with an overnight courier as evidenced by a receipt of deposit; terms and provisions of this Agreement shall control.
or(c) three business days following deposit in the U.S. mail,
as evidenced by a return receipt. Notices and communications L. Governine Laws. This Agreement and the
to the Village shall be addressed to, and delivered at, the rights of Owner and Consultant under this Agreement shall be
following address: interpreted according to the internal laws, but not the conflict
of laws rules, of the State of Illinois; the venue for any legal
Village of Oak Brook action arising in connection with this Agreement shall be in
1200 Oak Brook Road the Circuit Court of DuPage County,Illinois.
Oak Brook,Illinois 60523
Attention: Rick Valent,Public Works M. No Disclosure of Confidential Information by
Director the Consultant. Confidential information means all material,
non-public, business-related information, written or oral,
Notices and communications to the Consultant shall be whether or not it is marked that is disclosed or made available
addressed to,and delivered at,the following address: to the Consultant,directly or indirectly, through any means of
communication or observation. The Consultant acknowledges
Flow-Technics,Inc. that it shall, in performing the Services for the Village under
181 Ontario Street this Agreement, have access, or be directly or indirectly
Frankfort.Illinois 60423 exposed, to Confidential Information. The Consultant shall
Attention:Rick C.Sheehy,Aftermarket hold confidential all Confidential Information and shall not
Sales,'Srv. Manager disclose or use such Confidential Information without the
express prior written consent of the Village. The Consultant
I. Waiver. Neither the Village nor the shall use reasonable measures at least as strict as those the
Consultant shall be under any obligation to exercise any of the Consultant uses to protect its own confidential information.
rights granted to them in this Agreement except as it shall Such measures shall include, without limitation, requiring
determine to be in its best interest from time to time. The employees and subcontractors of the Consultant to execute a
failure of the Village or the Consultant to exercise at any time non-disclosure agreement before obtaining access to
any such rights shall not be deemed or construed as a waiver Confidential Information.
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.
ATTEST: 'VILLAGE
By: � By:
Village Clerk Village President
AT FLOW-
By: By:
t
Title: ��eA X—CU-1—Al Its: �Pi'Si e6?e l�
3
EXHIBIT A
(Proposal dated July 27,2021)
4
AAL,
mw FLOW=TECHNICS , INC.
INSPECTION AGREEMENT
(Preventative Maintenance Inspection)
July 27, 2021
This Inspection Agreement is entered into by FLOW-TECHNICS, INC. and the Owner,
Village of Oakbrook, IL. for the purposes of setting forth the terms and conditions
covering FLOW-TECHNICS' obligations for inspection of the below listed equipment.
This Inspection Agreement will attempt to minimize the necessity of emergency service
calls, thus assuring upkeep practices as performed by trained and qualified personnel at a
minimum expense.
Upon acceptance of this Agreement, FLOW-TECHNICS will render the following
services:
A. Equipment will be inspected during regular business hours, at least 1 per year.
These inspections include.
1. Megger check the motors
2. Check resistance on the motors
3. Record amps and volts
4. Record flow and pressure
5. Inspect pumps for any signs of leaking
6. Check bearing temps on pump and motor
7. Run vibration signature on pump and motor
8. Compile report
B. Instruct operating personnel, if such personnel are available at the time of
Inspection, on operating and upkeep procedures between regular calls by FLOW-
TECHNICS Service Personnel.
C. FLOW-TECHNICS will submit to the owner a complete report of the entire
inspection service. We will also advise if any further parts or work appears to be
required.
It is understood that by this Agreement, FLOW-TECHNICS is not obligated to supply any
parts, lubricants or coolants other than those stated above. Any additional labor and parts
will be billed to the Owner at standard labor rates.
Emergency services between regular inspections will be provided at standard labor rates
and standard charges for parts. Mileage and travel charges will be in effect from Frankfort,
Illinois.
This Agreement does not include expenses to repair damage caused by abuse, accident,
theft, and acts of a third party, forces of nature or alterations of the equipment. FLOW-
181 Ontario Street • Frankfort,Illinois 60423 • (815)277-2600 • Fax(815)534-5311
Website: www.flowtechnies.com 9 Email: info@flowtechnics.com
Page 2 of 2
TECHNICS will not be responsible for failure to render services for causes beyond its
control including strikes and labor disputes.
Owner understands and agrees that FLOW-TECHNICS is not responsible for special or
consequential damages including loss of time, injury to persons or property or other
consequential damages or incidental or economic loss due to unit or equipment failure.
FLOW-TECHNICS does agree to correct by repair or replacement any defects of material
or workmanship installed under this Inspection Agreement which may develop under
normal and proper use within 30 days from installation provided Owner gives FLOW-
TECHNICS written notice within 48 hours of such defects and FLOW-TECHNICS'
inspection substantiates Owner's claim. Such correction shall constitute a fulfillment of all
obligations to the Owner and shall constitute owner's sole remedy.
All other warranties, express and implied included merchantability and fitness for a
particular purpose, are hereby waived, disclaimed and excluded.
This Agreement is not assignable without the consent of FLOW-TECHNICS and will
remain in force until canceled by either party through written notice to the other,said notice
providing that cancellation shall be effective 30 days after receipt by the party receiving
said notice.
The annual service rate listed is payable upon acceptance by the Owner.
MANUFACTURER MODEL LOCATION
ITT A/C 200 Reservoir A
ITT A/C 250 Reservoir B
AURORA 413 B 31 st
RATE: YEAR 1: $ 3,500.00, YEAR 2; $3,645.00 YEAR 3: $3,797.00
TOTAL: $ 10,942.00
EQUIPMENT OWNER FLOW-TECHNICS, INC.
BY Rick, Sk"a
Richard C. Sheehy
ADDRESS Aftermarket Sales/Srv. Mgr.
CITY STATE ZIP PHONE: (815) 277-2600
FAX: (815) 534-5311
PHONE
SIGNATURE
DATE
Flow-Technics,Inc. • 181 Ontario Street • Frankfort,Illinois 60423
(815)277-2600 • Fax(815)534-5311
Website: www.flowtechnies.com • Email: info@flowtechnics.com