Loading...
UPS Battery Module Installation and ProgrammingVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the3l day of � 2017 ('Agreement'j, and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 0523 an Illinois municipal corporation ("Village'), and SEPS, INC., 7531 Brush Hill Road, Burr Ridge, Illinois 60527 ("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 perform, and the Consultant agrees to perform, 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: Blade UPS 317 External Battery Module Installation and Programming per attached quotation dated March 22, 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 $8,156.00 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 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 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 Liability. 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 barred 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 5/1142.1-1 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-1 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 seg., and the Illinois Human Rights Act, 775 ILCS 5/1-101 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 - 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. Assignment. 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: Jim Fox, IT Director Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: SEPS, INC. 751 Brush Hill Road Burr Ridge, Illinois 60527 Attention: Pat Miller 1. Waiver. Neither the Village not 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. J. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. ATT ES Charlotte Pruss, Village Clerk ATTEST: By.C� Title: &,I., k1is; Cv�idG..-1 a11563377_cl K. COnBicts; Exhibits. If any term or Provision in this Agreement conflicts with any tern or provision of an attachment or exhibit to this Agreement, the terms and provisions of this Agreement shall control. L. Governlne 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 it shall, in performing the Services for the Village under this Agreement, have access, or be directly or indirectly 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, VILLA R By: Riccardo F. Ginex, Village Manager Ot— SEPS, Inc. By. Its: 7>r its L>��.✓Fr EXHIBIT A (Quotation Dated March 22, 2017) Method of Shipment: Inside Delivery Estimated Shipping Charges: See above Total $6,156.00 Payment Terms: This quote reflects a 4% discount for payment by check, either at the time of order or within 15 days of invoice date. N you prefer to pay by Mastercard or Visa, 4% will be added to the invoice total. This quote Is a configured solution and subject to cancellation and return restrictions. Terms and Conditions of Quotation: I . All prices are valid through the expiration date shown If a change in information provided to SEPS for purposes of preparing the quote results in a change In price, SEPS reserves the light to change the pricing shown prior to the expiration date. 2. Discounts are given for payments made by cash 0r check and such discounts are reflected in the price quoted. Cash discounts are not allowed for payment by credit or debit card. Invoice amounts will be Increased by 4% when payment is made by credit or debit card. 3. Requests for non-standard documentation (e.g. Waivers of Lien, copies of freight bills) must be made at time of order. Additional fees may apply. 4. All products are quoted FOB from SEPS' shipping points, whictl may be its own docks or manufacturers' docks, to such destinations as you may stale In a Purchase Order. 5. This quote. unless stated otherwise, does not include loxes, duties, or freight and Such additional fees wit be added to invoice as applicable. Shipments will be Insured to their value. Insurance charges will be included with shipping charges on the invoice. For collect or thim-pany shipments, the coat of Insurance wit be added to the Invoice. 6. This quote In no way binds SEPS to any other terms or conditions not accepted and approved by SEPS In writing. 7. SEPS expresses no warranty of any kind and passes through all manufacturers' warranties for products supplied. 6. If allowed, returns must be within 30 days of shipment and will be subject to a minimum 20% restocking charge. Customer Signature: Date: SEPS, INC. TO: 7531 Brush Hill Road Village of Oak Brook Burr Ridge, IL 60527 1200 Oak Brook Road (800) 369-SEPS Oak Brook, It, 60523 (630) 986.8899 Jim Fox Visit www.seps-inc.com (630)368-5174 Shipping Location (City, State): Oak Brook, IL. Installation Location (City, State): Oak Brook, IL. Date: 3/22/2017 Expected Installation: TBD Quote No.: 170322PMB Project Name: Increase BladeUPS Runtime Revision No.: Salesperson: Pat Miller Expiration: 5/31/2017 i,g; �tfi,•i`. urtrber' <':I Descrlp6pp'. Price`:<.,,r ?.. 1 4 16-000-OOIN _ 3,aceUPS 3U external battery module $139600 d• .� ..0 $5,584.00 List once. $1,745.00 each 2 1 86-001-001 Installation and programming $2,004.00 $2,004.00 3 1 Estimated shipping, inside delivery $56800 $568.00 Method of Shipment: Inside Delivery Estimated Shipping Charges: See above Total $6,156.00 Payment Terms: This quote reflects a 4% discount for payment by check, either at the time of order or within 15 days of invoice date. N you prefer to pay by Mastercard or Visa, 4% will be added to the invoice total. This quote Is a configured solution and subject to cancellation and return restrictions. Terms and Conditions of Quotation: I . All prices are valid through the expiration date shown If a change in information provided to SEPS for purposes of preparing the quote results in a change In price, SEPS reserves the light to change the pricing shown prior to the expiration date. 2. Discounts are given for payments made by cash 0r check and such discounts are reflected in the price quoted. Cash discounts are not allowed for payment by credit or debit card. Invoice amounts will be Increased by 4% when payment is made by credit or debit card. 3. Requests for non-standard documentation (e.g. Waivers of Lien, copies of freight bills) must be made at time of order. Additional fees may apply. 4. All products are quoted FOB from SEPS' shipping points, whictl may be its own docks or manufacturers' docks, to such destinations as you may stale In a Purchase Order. 5. This quote. unless stated otherwise, does not include loxes, duties, or freight and Such additional fees wit be added to invoice as applicable. Shipments will be Insured to their value. Insurance charges will be included with shipping charges on the invoice. For collect or thim-pany shipments, the coat of Insurance wit be added to the Invoice. 6. This quote In no way binds SEPS to any other terms or conditions not accepted and approved by SEPS In writing. 7. SEPS expresses no warranty of any kind and passes through all manufacturers' warranties for products supplied. 6. If allowed, returns must be within 30 days of shipment and will be subject to a minimum 20% restocking charge. Customer Signature: Date: Village of Oak Brook SEPS, INC. Jim Fox 7531 Brush Hill Road 3/22/2017 _ Burr Ridge, Il 60527 IL 170322PMB (800) 369•SEPS Page 2 (630) 986-8899 Visit www.seps•inc.com (2) battery modules to each UPS will increase the runtime to approximately 165 minutes at current load. quoted are based on State of Illinois CMS Contract CIC2456240.