UPS Service Support and Maintenance Agreement VILLAGE OF OAK BROOK
SERVICE SUPPORT AND MAINTENANCE AGREEMENT
This AGREEMENT is dated as of the frday of 6mb47, 2019 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road,Oak Brook,Illinois,60523 an Illinois municipal corporation("Pillage'), and 5EPS,INC.,
7531 Brush Hill Road,Burr Ridge,Illinois 60527("Contractor").
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 copyrighted equipment, materials, supplies, tools, appliances,
retains the Contractor to perform,and the Contractor agrees to devices, processes, or inventions. All claim or right to claim
perform, all necessary services to perform the work in additional compensation by reason of the payment of any such
connection with the project identified below ("Services"), tax, contribution, premium, costs, royalties, or fees is hereby
which Services the Contractor shall provide pursuant to the waived and released by Contractor.
terms and conditions of this Agreement:
SECTION 4. REPRESENTATIONS OF
UPS 24x7 On Site Service Support and Preventative CONTRACTOR The Contractor represents and certifies
Maintenance Plane renewal for unit serial number that the Services shall be performed in a workman like manner
FE10%04392 as indicated in the attached proposal dated with the highest standards of professional practice, care, and
October 31,2019 diligence practiced by recognized Contractors in performing
services of a similar nature in existence at the Time of
And; Performance. The representations and certifications expressed
shall be in addition to any other representations and
UPS 24x7 Onsite Service Support Plan renewal for unit certifications expressed in this Agreement, or expressed or
serial numbers BJ461P0007 and BJ461P0008 as indicated implied by law,which are hereby reserved unto the Village.
in the attached proposal dated December 9,2019
The Contractor further represents that it is financially solvent,
SECTION 2. AGREEMENT TERM. The term of the has the necessary financial resources, and is sufficiently
agreement is December 1,2019—November 30,2020 for unit experienced and competent to perform and complete the
serial number FE10%04392 Services in a manner consistent with the standards of
professional practice by recognized Contractors providing
And, services of a similar nature. The Contractor shall provide all
personnel necessary to complete the Services.
December 8, 2019 — December 7, 2020 for unit serial
numbers BJ461P0007 and BJ461P0008 SECTION 5. INDEMNIFICATION; INSURANCE;
LIABILITY.
("Agreement Term').
A. Indemnification. The Contractor proposes
SECTION 3. COMPENSATION. and agrees that the Contractor shall indemnify and save
harmless the Village against all damages, liability, claims,
A. Agreement Amount. The total amount losses, and expenses (including attorneys' fee) that may arise,
billed by the Contractor for the Services under this Agreement or be alleged to have arisen, out of or in connection with the
shall not exceed$12,567.68,including reimbursable expenses, Contractor's performance of, or failure to perform, the
without the prior express written authorization of the Village Services or any part thereof, or any failure to meet the
Manager. representations and certifications set forth in Section 4 of this
Agreement.
B. Taxes Benefits. and Royalties. Each
payment by the Village to the Contractor includes all B. Insurance. The Contractor acknowledges
applicable federal, state, and Village taxes of every kind and and agrees that the Contractor shall, and has a duty to,
nature applicable to the Services as well as all taxes, maintain adequate insurance, in an amount, and in a form and
contributions,and premiums for unemployment insurance, old from companies, acceptable to the Village. The Contractor's
age or retirement benefits, pensions, annuities, or similar maintenance of adequate insurance shall not be construed in
benefits and all costs,royalties, and fees arising from the use any way as a limitation on the Contractor's liability for losses
of, or the incorporation into, the Services, of patented or or damages 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 Contractor as the
result of the execution of this Agreement. E. Compliance with Laws and Grants.
Contractor shall give all notices,pay all fees,and take all other
SECTION 6. GENERAL PROVISIONS. 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
Contractor 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; the
partners, or joint venturers between the Village and Illinois Prevailing Wage Act 820 ILCS 130/1 et seq.; any
Contractor; or (2) to create any relationship between the statutes regarding qualification to do business; any statutes
Village and any subcontractor of the Contractor. prohibiting discrimination because of,or requiring affirmative
action based on,race,creed,color,national origin,age,sex, or
B. Conflicts of Interest. The Contractor other prohibited classification, including, without limitation,
represents and certifies that, to the best of its knowledge: (1) the Americans with Disabilities Act of 1990, 42 U.S.C. §§
no Village employee or agent is interested in the business of 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
the Contractor or this Agreement; (2) as of the date of this 5/1-101 et seq. Contractor shall also comply with all
Agreement,neither the Contractor nor any person employed or conditions of any federal, state, or local grant received by the
associated with the Contractor has any interest that would Village or Contractor with respect to this Contract or the
conflict in any manner or degree with the performance of the Services. Contractor shall be solely liable for any fines or
obligations under this Agreement; and (3) neither the civil penalties that are imposed by any governmental or quasi-
Contractor nor any person employed by or associated with the governmental agency or body that may arise, or be alleged to
Contractor shall at any time during the term of this Agreement have arisen, out of or in connection with Contractor's, or its
obtain or acquire any interest that would conflict in any subcontractors, performance of, or failure to perform, the
manner or degree with the performance of the obligations Services or any part thereof. Every provision of law required
under this Agreement. by law to be inserted into this Contract shall be deemed to be
inserted herein.
C. No Collusion. The Contractor represents
and certifies that the Contractor is not barred from contracting F. Default. If it should appear at any time that
with a unit of state or local government as a result of(1) a the Contractor has failed or refused to prosecute, or has
delinquency in the payment of any tax administered by the delayed in the prosecution of, the Services with diligence at a
Illinois Department of Revenue unless the Contractor is rate that assures completion of the Services in full compliance
contesting, in accordance with the procedures established by with the requirements of this Agreement, or has otherwise
the appropriate revenue act, its liability for the tax or the failed,refused,or delayed to perform or satisfy the Services or
amount of the tax, as set forth in Section 11-42.1-1 et seq. of any other requirement of this Agreement ("Event of
the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or Default'), and fails to cure any such Event of Default within
(2) a violation of either Section 33E-3 or Section 33E-4 of ten business days after the Contractor's receipt of written
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 notice of such Event of Default from the Village, then the
et seq. If at any time it shall be found that the Contractor Village shall have the right, without prejudice to any other
has, in procuring this Agreement, colluded with any other remedies provided by law or equity, to (1) terminate this
person,firm,or corporation,then the Contractor shall be liable Agreement without liability for further payment; or (2)
to the Village for all loss or damage that the Village may withhold from any payment or recover from the Contractor,
suffer, and this Agreement shall, at the Village's option, be any and all costs, including attorneys' fees and administrative
null and void. expenses,incurred by the Village as the result of any Event of
Default by the Contractor or as a result of actions taken by the
D. Termination. Notwithstanding any other Village in response to any Event of Default by the Contractor.
provision hereof,the Village may terminate this Agreement at
any time upon 15 days prior written notice to the Contractor. G. Assignment. This Agreement may not be
In the event that this Agreement is so terminated, the assigned by the Village or by the Contractor without the prior
Contractor shall be paid for Services actually performed and written consent of the other party.
reimbursable expenses actually incurred, if any, prior to
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B. Nyetiee. All notices required or permitted to the Contractors right to enforce such rights or any other
be given under this Agreement shall be in writing and shall be rights.
delivered:(1)personally;(2)by a reputable overnight courier;
or by (3) by certified trail, return receipt requested, and J. Tmrd Party Benefidarv. No claim as a
deposited in the U.S.Mail,postage prepaid. Unless otherwise third party beneficiary under this Agreement by any person,
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expressly provided in this Agreement,notices shall be deemed firm, or corporation shall be made or be valid against the
received upon the earlier of: (a) actual receipt; (b) one Village.
business day after deposit with an overnight courier as
evidenced by a receipt of deposit;or(c) three business days K. Ce nkIL, Exhiblta If any tam or
following deposit in the U.S. mail, as evidenced by a return provision in this Agreement conflicts with any term or
receipt. Notices and communications to the Village shall be provision of an attachment or exhibit to this Agreement, the
addressed to,and delivered at,the following address: terms and provisions of this Agreement shall control.
Village of Oak Brook L. Governine Laws• This Agreement and the
1200 Oak Brook Road rights of Owner and Contractor under this Agreement shall be
Oak Brook,Illinois 60523 interpreted according to the internal laws,but not the conflict
Attention: Jim Fox,IT Director of laws rules,of the State of Illinois; the venue for say legal
action arising in connection with this Agreement shall be in
Notices and communications to the Contractor shall be the Circuit Court of DuPage County,Illinois.
addressed to,and delivered at,the following address:
M. Flo Diacloanre of Conlhlential llntormstloa by the
SEPS,INC. Cooanl„�!. The Consultant acknowledges that it shall, in
7531 Brush Hill Road performing the Services for the Village under this Agreement,
Burr Ridge,Illinois 60527 have access, or be directly or irulirectly exposed, to
Attention: Aaron Spencer Confidential information. The Consultant shall hold
confidential all Confidential Information and shall not disclose
L Waiver Neither the Village nor the or use such Confidential Information without the express prior
Contractor shall be under any obligation to exercise any of the written consent of the Village. The Consultant shall use
rights granted to them in this Agreement except as it shall reasonable measures at least as strict as those the Consultant
determine to be in its best interest from time to time. The uses to protect its own confidential information. Such
failure of the Village or the Contractor to exercise at any time measures shall include, without limitation, requiring
any such rights shall not be deemed or construed as a waiver employees and subcontractors of the Consultant to execute a
of that right,nor shall the failure void or affect the Village's or no i1p uieag�rnent before obtaining access to
ATTEST: VILL
B By:
Charlotte Pruss,Village Clerk Ri F.Ginex,Village Manager
ATTEST: SEPS,INC.
/ Its:
3
#11563377vi
EXHIBIT A
(Proposals dated October 31,2019 and December 9,2019)
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Keeping You in Power
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Invoice To: End User:
VILLAGE OF OAK BROOK VILLAGE OF OAK BROOK
1200 OAK BROOK ROAD
OAK BROOK IL 60523
POLICE DEPT..VILLAGE OF OAK BRDO00OAK BROOK ROAD.OAK BROOK.
Description Rate Quantity Price
One year On-site Service Pian Includes: $3,578.66 1 $3,578.66
7x24 Next Day response
Full Parts&Labor coverage for UPS&Battery plant
Annual UPS&Battery PM Service(5X8)
Contract dates:1211!19-11130120
SIN FE10KO4392
Major UPS PM $0.00 1 $0.00
Annual Battery PM(VRLA) $0.00 1 $0.00
POLICE DEPT.,VILLAGE OF OAK BROOK,1200 OAK BROOK ROAD,OAK BROOK,IL 60523,US $3,578.66
Tax $0.00
Contract Start Contract End Payment Term Billing Cycle
12/01/2019 11/30/2020 Net 30 Days 1 Year Annual Billing in Advance
Proposal expires 30 days after the contract start date
SEPS,Inc. Page 1 of 5
7531 Brush Hill Rd.,Burr Ridge,IL 60527 PROPOSAL#:97370
Phone:630.986.8899 Date:10/31/2019
*— Sms www.seps-inc.com
SEPS,Inc.Terms&Conditions will apply to orders based on this proposal.
SEPS,Inc.Standard Terms attached to this proposal are part of this Agreement and constitutes the entire Agreement between the parties and shall exclusively
control the relationship of the parties,with regard to this Agreement.Printed,preprinted or other terms on the face or reverse side of Buyer's Purchase Order
shall not be binding.By signing below the Purchaser represents that it is the owner of the Covered Equipment or,if it is not the owner that it has the authority to
enter into this agreement.
SEPS,Inc. VILLAGE OF OAK BROOK
Signature: Signature:
Date: Date:
Printed Name: Printed Name:
Title: Title:
SEPS,Inc. Page 2 of 5
7531 Brush Hill Rd.,Burr Ridge,IL 60527 PROPOSAL M 97370
Phone:630.986.8899 Date:10/31/2019
__*PS www.seps-inc.com
SEFS, Inc.
Pt:L) E (6 2-) , r
Keeping You in 'ower
Invoice To: End User.
VILLAGE OF OAK BROOK VILLAGE OF OAK BROOK
1200 OAK BROOK ROAD
OAK BROOK IL 60523
VILLAGE OF OAK BROOK.1200 OAK BROOK RD,OAK BROOK,IL 60523,US
Description Rate Quantity Price
One year On-site Service Plan Includes: $8,989.02 1 $8,989.02
7x24 Next Day response
Full Parts&Labor coverage for UPS&Battery plant
Annual UPS 8 Battery PM Service(5X8)
Contract dates:12/8119-12!1/20
S/N BJ461P0007
S/N BJ461P0008
Major UPS PM $0.00 1 $0.00
Annual Battery PM(VRIA) $0.00 1 $0.00
Summary
VILLAGE OF OAK BROOK,1200 OAK BROOK RD,OAK BROOK,It.60523,US $8,989.02
Tax $0.00
Total
Contract Start Contract End Payment Term Billing Cycle
12/0812019 12/07/2020 Net 30 Days 1 Year Annual Billing in Advance
Proposal expires 30 days atter the contract start date
SEPS,Inc. Page 1 of 5
7531 Brush Hill Rd.,Burt Ridge,IL 60527 Proposal#:98944
Phone:630.986.8899 Date:12/9/2019
*' SETS www.seps-inc.com
SEPS,Inc.Terms&Conditions will appy to orders based on this proposal.
SEPS,Inc.Standard Terms attached to this proposal are part of this Agreement and constitutes the entire Agreement between the parties and shall exclusively
control the relationship of the parties,with regard to this Agreement.Printed,preprinted or other terms on the face or reverse side of Buyer's Purchase Order
shall not be binding.By signing below the Purchaser represents that it is the owner of the Covered Equipment or,if it is not the owner that it has the authority to
enter into this agreement.
SEPS,Inc. VILLAGE OF OAK BROOK
Signature: Signature:
Date: Date:
Printed Name: Printed Name:
Title: Title:
SEPS,Inc. Page 2 of 5
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal M 98944
Phone:630.986.8899 Date:12/9/2019
___ _ SEPS www.seps-inc.com
Service Agreement
SEPS, Inc.will provide scheduled or remedial services(hereinafter referred to as service)in accordance with the manufacturer's specifications,as further
defined in SEPS,Inc.Proposal(Proposal)attached hereto.This Service Agreement is made and entered into by SEPS,Inc.and Customer expressly subject to
the standard commercial Terms and Conditions of SEPS,Inc.all of which are incorporated by reference herein as if fully copied and set forth at length.
A. SCHEDULED MAINTENANCE:
1. The Preventive Maintenance(PM)inspection requirements will be scheduled during the Agreement period,Unless otherwise agreed in applicable
Proposal:
a. Minor inspection(s)(if applicable)will be scheduled at the convenience of SEPS,Inc.and normally will not require a system shutdown.
b. The Major inspection will be scheduled at the convenience of the Customer and may require a full system shutdown.
2. If a PM cannot be scheduled within any annual term due to Customer delay,such PM will be forfeited no prorated PM value will be refunded.
B. EMERGENCY MAINTENANCE:
1. SEPS,Inc.will provide an emergency telephone number for notification by Customer of the need for emergency maintenance.For equipment
covered by Remedial maintenance,SEPS,Inc.will determine the extent of the emergency and will take the necessary corrective action.If repairs
are to be charged at Time&Materials(T&M)rates(attached),such service must be approved by Customer prior to dispatch(Refer to Section D).
Emergency maintenance is defined,for purposes of this Agreement,as the maintenance required to restore the equipment listed in Appendix I to
manufacturers agreed specifications following an unexpected interruption in service of said equipment.
2. SEPS,Inc.will make every reasonable effort to provide emergency maintenance as soon as possible and according to the response time schedule
specified in the Proposal,subject to Customer acceptance and approval in case of T&M coverage.
'RESPONSE TIME IS DEFINED,FOR PURPOSES OF THIS AGREEMENT,AS THE TIME FROM RECEIPT OF AN EMERGENCY CALL BY
SEPS,Inc.,TO THE ARRIVAL OF AN ENGINEER ON SITE AT THE EQUIPMENT LOCATION.
3. SEPS,Inc.will provide remedial maintenance for problems not immediately affecting system reliability on a 0700 to 1800 hours Monday through
Friday basis.
C. PARTS REPLACEMENT:
1. If Parts coverage is specified for equipment specified in the Proposal,REPLACEMENT OF CUSTOMER PARTS USED IN REPAIR OF SAID
EQUIPMENT IS INCLUDED,with exception of Batteries(unless specifically included in the Proposal),major magnetics,and full AC or DC capacitor
replacement.If any equipment covered by a Full Service program is no longer supported by its original equipment manufacturer,it is agreed that
parts replacement for said equipment will be provided on a best-effort basis,and if parts are unavailable from any known source then the coverage
for the equipment will revert to PM-Only and the contract value adjusted accordingly.
2. Any parts replaced under this Agreement will become the property of SEPS,Inc.
D. ITEMS NOT COVERED BY THIS AGREEMENT:
1. Equipment modification or any additional testing beyond the scope described herein and attached,and testing of equipment modifications made by
Customer are not covered by this Agreement.
2. Work not covered by this Agreement will be evaluated by SEPS.Inc.and,if agreed to by both parties,will be performed on a time and material basis
as set forth in attached T&M rates.
E. EQUIPMENT LOCATION:
1. Maintenance of equipment covered under Remedial service is to be provided at the location specified in the Proposal only.
2. Customer will provide adequate working space and facilities for use by SEPS,Inc.and proper storage of spare parts.Customer will allow SEPS,Inc.
ready access to Customer site and equipment,subject to Customers reasonable internal security and safety rules.
F. BATTERIES:
1. Battery maintenance is the sole responsibility of the Customer unless battery coverage is specified in the Proposal.In the event that battery
maintenance is provided by SEPS,Inc.,it will be performed in accordance with general manufacturer's recommendations and standard industry
practice.SEPS,Inc.assumes no responsibility for the proper dissemination or accuracy of recommendations of individual manufacturers.
G. TERM and TERMINATION:
SEPS,Inc. Page 3 of 5
7531 Brush Hill Rd.,Burr Ridge,IL 60527 PROPOSAL#:97370
Phone:630.986.8899 Date:10/31/2019
OIA"l) www.seps-inc.com
1. This Agreement shall automatically be renewed for successive twelve(12)month periods at prices in effect at the time of each renewal.Customer
will be provided written notice of renewal of the Agreement approximately 60 days prior to its expiration stating the prices for the applicable renewal
term.In the event Customer elects not to renew this Agreement,Customer shall provide thirty(30)days written notice prior to its expiration.
2. Notwithstanding the foregoing,Customer or SEPS,Inc.may terminate this Agreement at any time upon thirty(30)days written notice to the other,in
which case 1)Customer will be liable for any service rendered to the reasonable satisfaction of Customer prior to the effective date of termination;
and II)SEPS,Inc.,at its discretion,shall provide a credit against any advance payments received as follows:a)a prorated amount based on the
terminated portion of the fixed-price fee due SEPS.Inc.;or b)an amount based on the difference between the amount paid by Customer prior to the
effective date of early termination and the actual cost of service provided(including emergency repair calls)by SEPS,Inc.prior to the effective date
of early termination.
H. EXCLUSIONS:
1. If included under Remedial coverage,equipment that has not been serviced by SEPS,Inc.is subject to inspection by SEPS,Inc.to determine if it is
in acceptable working condition prior to acceptance of this Agreement by SEPS,Inc.As determined by results of the first preventive maintenance
inspection under this Agreement,any remedial action required to bring covered equipment into compliance with manufacturer's specifications will be
at Customer's sole expense under the time and material charges at the attached T&M rates.If Customer declines to approve such remedial action,
the Agreement will be voided and any payments already received by SEPS,Inc.will be refunded,less any charges(at aforementioned T&M rates)
for services already expended under the Agreement.
2. Labor will be charged to and paid by Customer at the attached T&M rates,for the repair or service of the equipment covered as Remedial Service
under this Agreement,in the event any of the following conditions occur during the term of this Agreement:
a. Persons other than SEPS,Inc.attempt to repair or maintain the equipment covered by this Agreement;
b. Damage to the equipment covered by this Agreement results from acts of God or any and all external causes including,but not limited to,any
and all insurable risks.This limitation specifically excludes acts by SEPS,Inc.,its agents,or employees;
c. Damage to equipment covered by this Agreement results from failure to maintain a reasonable temperature or state of cleanliness at the
covered equipment location;
d. Reasonable access to the covered equipment is denied to SEPS,Inc.;
a. Service calls are requested by Customer which are unrelated to the equipment covered under this Agreement;
f. Service is required due to misuse or improper operation of the covered equipment beyond the manufacturers'specifications for the equipment
covered under this Agreement;
g. SEPS,Inc.is required to stay at Customer's site more than one hour after repairs are completed because Customer has elected not to place
equipment back in service upon completion of repairs;and,
h. SEPS,Inc.is required to use outside personnel to provide services under this Agreement,The cost of any such outside personnel shall be
Customer's sole responsibility.
I. SAFETY REPRESENTATIVE:
1. Customer agrees to provide a safety representative and that representative will be available at the equipment location whenever SEPS,Inc.is
performing services under this Agreement on equipment under line power.Customer will further ensure that the safety representative understands
where and how to disconnect power and has sufficient physical capabilities to accomplish same.
J. CUSTOMER RESPONSIBILITIES:
1. Notwithstanding any other provision of this Agreement,Customer shall provide proper and reasonable maintenance and access to all equipment
covered by this Agreement.Customer shall also provide the following:
a. A Safety Representative,as provided for in Paragraph i;
b. Inspection and replacement of air fitters on a routine basis;
C. All applicable equipment areas kept clean and free of loose debris.
d. A temperature in all applicable equipment areas at or below 84 degrees Fahrenheit at all times;
e. Humidity control in all applicable equipment areas to prevent condensation;
f. Covered equipment areas free of corrosive elements that affect the operating life of equipment.
K. ASSIGNMENT/SUBCONTRACTING:
SEPS,Inc. Page 4 of 5
7531 Brush Hill Rd.,Burr Ridge,IL 60527 PROPOSAL M 97370
Phone:630.966.8899 Date:10/31/2019
*- ,Sl
EPSwww.seps-inc.com
1. Neither party to this Agreement shall have the right to assign its rights or delegate its duties under this Agreement without the prior written consent
of the other party which shall not be unreasonably withheld.This provision shall not act to prevent and/or restrict either party from an assignment to
accomplish a change and/or modification of corporate structure provided that such changes and/or modifications do not materially and adversely
affect the other party to this Agreement.In addition,SEPS,Inc.shall have the right to subcontract any of the work that is the subject of this
Agreement.
SEPS,Inc. Page 5 of 5
7531 Brush Hill Rd.,Burr Ridge,IL 60527 PROPOSAL#:97370
61S
Phone:630.986.8899 Date:10/31/2019
www.seps4nc.00m