Village-Wide Floor Mat Rental & Maint. Srvs. VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
�C���day of�� 2022 "A '� y
This AGREEMENT is dated as of the .�, ( greement , and is b and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois 60523 an Illinois municipal corporation ("Village's, and ALSCO,
2641 S.Leavitt Street,Chicago,Illinois 60608 ("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 SECTION 3. REPRESENTATIONS OF
retains the Consultant to perform,and the Consultant agrees to CONSULTANT. The Consultant represents and certifies that
perform, all necessary services to perform the work in the Services shall be performed in accordance with the
connection with the project identified below ("Services"), standards of professional practice, care, and diligence
which Services the Consultant shall provide pursuant to the practiced by recognized consultants in performing services of
terms and conditions of this Agreement: a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
Village-Wide Floor Mat Rental and Maintenance Services addition to any other representations and certifications
November 1,2022—October 31,2025,as specified in Exhibit expressed in this Agreement, or expressed or implied by law,
A,attached hereto. which are hereby reserved unto the Village.
TIME OF PERFORMANCE. The Consultant shall perform The Consultant further represents that it is financially solvent,
and complete the Services as mutually agreed upon between has the necessary financial resources, and is sufficiently
Village and Consultant("Time of Performance'l. experienced and competent to perform and complete the
Services in a manner consistent with the standards of
SECTION 2. COMPENSATION. professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
A. Agreement Amount. The total amount personnel necessary to complete the Services.
billed by the Consultant for the Services under this Agreement
shall be in the not-to-exceed amount of$6,500.00 per year, SECTION 4. INDEMNIFICATION; INSURANCE;
for a total cost of $19,500.00, including reimbursable LIABILITY.
expenses, without the prior express written authorization of
the Village Manager. A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify and save
B. Agreement Term. The term of this harmless the Village against all damages, liability, claims,
agreement is November 1, 2022 through October 31, 2025 losses, and expenses (including attorneys' fee) that may arise,
(three-year period). or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
C. Taxes, Benefits, and Royalties. Each Services or any part thereof, or any failure to meet the
payment by the Village to the Consultant includes all representations and certifications set forth in Section 4 of this
applicable federal, state, and Village taxes of every kind and Agreement.
nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old B. Insurance. The Consultant acknowledges
age or retirement benefits, pensions, annuities, or similar and agrees that the Consultant shall, and has a duty to
benefits and all costs, royalties, and fees arising from the use maintain adequate insurance, in an amount, and in a form and
of, or the incorporation into, the Services, of patented or from companies, acceptable to the Village. The Consultant's
copyrighted equipment, materials, supplies, tools, appliances, maintenance of adequate insurance shall not be construed in
devices, processes, or inventions. All claim or right to claim any way as a limitation on the Consultant's liability for losses
additional compensation because of the payment of any such or damages under this Agreement.
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant. C. No Personal Liability. No elected or
appointed official or employee of the Village shall be
D. Payment of Agreement Amount. personally liable,in law or in contract,to the Consultant as the
Payments shall be made pursuant to the terms of the Local result of the execution of this Agreement.
Government Prompt Payment At, 50 ILCS 505/3 et.seq.
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SECTION 5. GENERAL PROVISIONS. notice provided herein, Customer may terminate this
Agreement.
A. Relationship of the Parties. The
Consultant shall act as an independent contractor in providing It is understood by the parties that all goods supplied under
and performing the Services. Nothing in, nor done pursuant this Agreement are, and shall remain, the property of
to, this Agreement shall be construed to: (1) create the Supplier, and shall be returned to Supplier at such time as an
relationship of principal and agent, employer and employee, employee of Customer using said goods terminates
partners, or joint venturers between the Village and employment with Customer or at such time as this
Consultant; or (2) to create any relationship between the Agreement might expire or otherwise be terminated.
Village and any subcontractor of the Contractor. Customer shall be responsible for all goods which are lost,
destroyed, stolen or not returned as required herein, and with
B. Conflicts of Interest. The Consultant respect to such lost, destroyed, stolen or non-returned goods
represents and certifies that, to the best of its knowledge: (1) Customer shall promptly pay to Supplier the Replacement
no Village employee or agent is interested in the business of Cost (as specified in the attached Schedule(s) or amended
the Consultant or this Agreement; (2) as of the date of this Schedule(s)) of such goods, including applicable sales and
Agreement, neither the Consultant nor any person employed use taxes.
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the Upon termination of this Agreement in its entirety or at a
obligations under this Agreement; and (3) neither the specific Customer location, with or without cause, Customer
Consultant nor any person employed by or associated with the agrees to return to Supplier all goods supplied pursuant to
Consultant shall at any time during the term of this Agreement this Agreement. Customer agrees to pay Supplier's current
obtain or acquire any interest that would conflict in any replacement charge for any goods not returned or goods
manner or degree with the performance of the obligations returned in a condition beyond normal wear and tear.
under this Agreement.
E. Compliance with Laws and Grants.
C. No Collusion. The Consultant represents Consultant shall give all notices, pay all fees, and take all
and certifies that the Consultant is not barred from contracting other action that may be necessary to ensure that the Services
with a unit of state or local government as a result of (1) a are provided,performed,and completed in accordance with all
delinquency in the payment of any tax administered by the required governmental permits, licenses, or other approvals
Illinois Department of Revenue unless the Consultant is and authorizations that may be required in connection with
contesting, in accordance with the procedures established by providing, performing, and completing the Services, and with
the appropriate revenue act, its liability for the tax or the all applicable statutes, ordinances, rules, and regulations,
amount of the tax, as set forth in Section 11-42.1-1 et seq. of including without limitation the Fair Labor Standards Act; any
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or statutes regarding qualification to do business; any statutes
(2) a violation of either Section 33E-3 or Section 33E-4 of prohibiting discrimination because of, or requiring affirmative
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 action based on,race,creed,color,national origin, age, sex,or
et seq. If at any time it shall be found that the Consultant other prohibited classification, including, without limitation,
has, in procuring this Agreement, colluded with any other the Americans with Disabilities Act of 1990, 42 U.S.C. §§
person,firm,or corporation,then the Consultant shall be liable 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
to the Village for all loss or damage that the Village may 5/1-101 et seq. Consultant shall also comply with all
suffer, and this Agreement shall, at the Village's option, be conditions of any federal, state, or local grant received by the
null and void. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
D. Termination. Supplier agrees to provide civil penalties that are imposed by any governmental or quasi-
goods and services under this Agreement in accordance with governmental agency or body that may arise, or be alleged to
accepted standards in the textile leasing/rental industry.In the have arisen, out of or in connection with Consultant's, or its
event Customer believes that there are deficiencies in the subcontractors, performance of, or failure to perform, the
quality of the service and/or goods furnished by Supplier Services or any part thereof. Every provision of law required
hereunder, Customer shall give written notice via electronic by law to be inserted into this Contract shall be deemed to be
mail, specifying the precise nature of such deficiencies, and inserted herein.
Supplier shall have 30 days after its receipt of such written
notice to correct such claimed deficiencies. In the event F. Prevailing Wage. If applicable, Pursuant to
Customer is, in good faith, not satisfied with Supplier's Section 4 of the Illinois Prevailing Wage Act, 820 ILCS
correction of the claimed deficiencies, Customer shall give 130/4, Contractor agrees and acknowledges that not less than
written notice to Supplier by electronic mail, return receipt the applicable rate of prevailing of wages, as found or
requested, specifying the precise nature of the inadequate ascertained by the Department of Labor and made available on
correction. Failure to give such notice of inadequate the Department's Official website, or determined by the court
correction shall create a conclusive presumption that Supplier on review, shall be paid for each craft or type of worker
has corrected the deficiencies. If Supplier fails to correct the needed to execute this contract or to perform such work, and it
deficiencies within 30 days after its receipt of the second shall be mandatory upon the contractor to whom the contract
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is awarded and upon any subcontractor under him, to pay not business day after deposit with an overnight courier as
less than the specified rates to all laborers, workers and evidenced by a receipt of deposit; or (c) three business days
mechanics employed by them in the execution of this contract. following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
G. Certified Payroll. If applicable, Contractor addressed to,and delivered at,the following address:
shall, in accordance with Section 5 of the Illinois Prevailing
Wage Act, 820 ILCS 130/5, submit to the Village, and upon Village of Oak Brook
activation of the database provided by 820 ILCS 130/5.1 to the 1200 Oak Brook Road
Department of Labor, on a monthly basis, a certified payroll. Oak Brook,Illinois 60523
The certified payroll shall consist of a complete copy of those Attention: Rick Valent
records required to be made and kept by the Prevailing Wage Public Works Director
Act. The certified payroll shall be accompanied by a
statement signed by the Contractor or subcontractor which Notices and communications to the Consultant shall be
certifies that: (1) such records are true and accurate; (2) the addressed to,and delivered at,the following address:
hourly rate paid is not less than the general prevailing rate of
hourly wages required by the Prevailing Wage Act; and (3) Alsco
Contractor or subcontractor is aware that filing a certified 2641 South Leavitt Street
payroll that he or she knows to be false is a Class A Chicago,Illinois 60608
misdemeanor. A general contractor may rely upon the Attention: Dominick Castaldo
certification of a lower tier subcontractor, provided that the Sales Consultant
general contractor does not knowingly rely upon a
subcontractor's false certification. Upon seven business days'
notice,Contractor and each subcontractor shall make available K. Waiver. Neither the Village nor the
for inspection and copying at a location within this State Consultant shall be under any obligation to exercise any of the
during reasonable hours, the records required to be made and rights granted to them in this Agreement except as it shall
kept by the Act to: (i) the Village, its officers and agents; (ii) determine to be in its best interest from time to time. The
the Director of Labor and his deputies and agents; and (iii) to failure of the Village or the Consultant to exercise at any time
federal, State, or local law enforcement agencies and any such rights shall not be deemed or construed as a waiver
prosecutors. 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
H. Default. If it should appear at any time that rights.
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a L. Third Party Beneficiary. No claim as a
rate that assures completion of the Services in full compliance third party beneficiary under this Agreement by any person,
with the requirements of this Agreement, or has otherwise firm, or corporation shall be made or be valid against the
failed,refused,or delayed to perform or satisfy the Services or Village.
any other requirement of this Agreement ("Event of
Default', and fails to cure any such Event of Default within M. Governing Laws. This Agreement and the
ten business days after the Consultant's receipt of written rights of Owner and Consultant under this Agreement shall be
notice of such Event of Default from the Village, then the interpreted according to the internal laws, but not the conflict
Village shall have the right, without prejudice to any other of laws rules, of the State of Illinois; the venue for any legal
remedies provided by law or equity, to (1) terminate this action arising in connection with this Agreement shall be in
Agreement without liability for further payment; or (2) the Circuit Court of DuPage County,Illinois.
withhold from any payment or recover from the Consultant,
any and all costs, including attorneys' fees and administrative N. Conflicts; Exhibits. If any term or provision
expenses, incurred by the Village as the result of any Event of in this Agreement conflicts with any term or provision of an
Default by the Consultant or as a result of actions taken by the attachment or exhibit to this Agreement, the terms and
Village in response to any Event of Default by the Consultant. provisions of this Agreement shall control.
I Assignment. This Agreement may not be
assigned by the Village or by the Consultant without the prior O. No Disclosure of Confidential
written consent of the other party. Information by the Consultant. Confidential information
means all material, non-public, business-related information,
J. Notice. All notices required or permitted to written or oral, whether or not it is marked that is disclosed or
be given under this Agreement shall be in writing and shall be made available to the Consultant, directly or indirectly,
delivered: (1)personally; (2)by a reputable overnight courier; through any means of communication or observation. The
or by (3) by certified mail, return receipt requested, and Consultant acknowledges that it shall, in performing the
deposited in the U.S. Mail,postage prepaid. Unless otherwise Services for the Village under this Agreement,have access, or
expressly provided in this Agreement,notices shall be deemed be directly or indirectly exposed, to Confidential Information.
received upon the earlier of: (a) actual receipt; (b) one The Consultant shall hold confidential all Confidential
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Information and shall not disclose or use such Confidential without limitation,requiring employees and subcontractors of
Information without the express prior written consent of the the Consultant to execute a non-disclosure agreement before
Village. The Consultant shall use reasonable measures at least obtaining access to Confidential Information.
as strict as those the Consultant uses to protect its own
confidential information. Such measures shall include,
Greg SuiAers,Village Manager
ATTEST: ALSCO
By- B,
Title: S.G- Its: G2anawnk, nAnLl � 1_4b(e 0t1_
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EXHIBIT A
(ALSCO SAMPLE INVOICE AND EMAIL FROM DOMINICK CASTALD0)
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SAMPLE INVOICE
CO® SLCHI123456
Invoice Date: 27-Aug-22
First in textile services worldwide Location No: 123456
Customer No: 123456
Alsco Route: 001 Stop: 001
2641 S. Leavitt Phone: (773)579-3350 Terms: Net 10 EOM
Chicago, IL 60608 Fax: (773)579-1325 P.O. No. 650069712
**Signature Required**
Village of Oakbrook-Mat Service same
3003 Jorie Blvd
Oak Brook, IL. 60523
Phone:
1 3 x 5 Black Mat 1 $ 3.00 ea 2 3.00
23 x 10 Black Mats $ 5.00 ea i 4 10.00
1 �3 xx 10 Public Works Logo Mat $8.00 ea —� 2 8.00
3 i4 x 6 Black Mats $4.00 ea _ , 6 12.00
1 4 x 8 Village of Oakbrook Logo Mat $8.00 ea _ 2 8.00
2 6 x 12 Village of Oakbrook Logo Mat $16.00 ea 4 32.00
12 Village of Oakbrook Logo Mat $12.00 ea �— 2 12.00
1 _ 4 x 12 Black Special Size Mat $12.00 ea 2 12.00
1 6 x 121/2 Black Special Size Mat $16.00 ea 2 16.00
w
'Service Charge _ 12.00
tSample Invoice
a
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The
The services for which these charges are made are being furnished to you pursuant to a Sub Total $125.00
service agreement between our company as supplier and the above named customer.
Said merchandise is not to be cleaned or laundered other than by our company. Sales Tax $0.00
Customers Invoice Total $125.00