UPS Service and Maintenance Agreement VILLAGE OF OAK BROOK
SERVICE SUPPORT AND MAINTENANCE AGREEMENT
This AGREEMENT is dated as of thdP-day ofNom(', 2020 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road,Oak Brook,Illinois,60523 an Illinois municipal corporation("Village'),and SEPS,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
FEIOK04392 as indicated in the attached Proposal#109091 with the highest standards of professional practice, care, and
dated August 19,2020 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#109095 dated August 19,2020
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 1,2020—November 30,2021 for unit experienced and competent to perform and complete the
serial number FE10KO4392 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, 2020 — December 7, 2021 for unit serial
numbers BJ461P0007 and BJ46-IP0008 SECTION 5. INDEMNIFICATION; INSURANCE;
LIABILITY.
("Agreement Term').
A. Indemnification. The Consultant agrees to
SECTION 3. COMPENSATION. indemnify, hold harmless, and defend (or pay the Village for
the costs of defense) the Village and any of its officers,
A. Agreement Amount. The total amount employees, or agents from and against all liability, claims,
billed by the Contractor for the Services under this Agreement demands, and causes of action arising out of or related to any
shall not exceed$12,944.71,including reimbursable expenses, loss, damage, injury, death, or loss or damage to property
without the prior express written authorization of the Village resulting from any negligence, errors or omissions by the
Manager. Consultant in the performance of this Agreement,unless such
loss, damage, injury, or loss or damage to property results
B. Taxes, Benefits, and Royalties. Each from or arises out of the negligent actions or omissions by the
payment by the Village to the Contractor includes all Village or its officers,employees,or agents.
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes, B. Insurance. The Contractor acknowledges
contributions, and premiums for unemployment insurance,old and agrees that the Contractor 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 Contractor's
of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in
1
any way as a limitation on the Contractor's liability for losses Contractor shall be paid for Services actually performed and
or damages under this Agreement. reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
C. No Personal Liability. No elected or completed.
appointed official or employee of the Village shall be
personally liable,in law or in contract,to the Contractor as the E. Compliance with Laws and Grants.
result of the execution of this Agreement. Contractor shall give all notices,pay all fees,and take all other
action that may be necessary to ensure that the Services are
SECTION 6. GENERAL PROVISIONS. provided, performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
A. Relationship of the Parties. The and authorizations that may be required in connection with
Contractor shall act as an independent contractor in providing providing,performing, and completing the Services, and with
and performing the Services. Nothing in, nor done pursuant all applicable statutes, ordinances, rules, and regulations,
to, this Agreement shall be construed to: (1) create the including without limitation the Fair Labor Standards Act; the
relationship of principal and agent, employer and employee, Illinois Prevailing Wage Act 820 ILCS 130/1 et seq.; any
partners, or joint venturers between the Village and statutes regarding qualification to do business; any statutes
Contractor; 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 Contractor 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 agent is interested in the business of 5/1-101 et seq. Contractor shall also comply with all
the Contractor or this Agreement; (2) as of the date of this conditions of any federal, state, or local grant received by the
Agreement,neither the Contractor nor any person employed or Village or Contractor with respect to this Contract or the
associated with the Contractor has any interest that would Services. Contractor shall be solely liable for any fines or
conflict in any manner or degree with the performance of the civil penalties that are imposed by any governmental or quasi-
obligations under this Agreement; and (3) neither the governmental agency or body that may arise, or be alleged to
Contractor nor any person employed by or associated with the have arisen, out of or in connection with Contractor's, or its
Contractor shall at any time during the term of this Agreement subcontractors, performance of, or failure to perform, the
obtain or acquire any interest that would conflict in any Services or any part thereof. Every provision of law required
manner or degree with the performance of the obligations by law to be inserted into this Contract shall be deemed to be
under this Agreement. inserted herein.
C. No Collusion. The Contractor represents F. Default. If it should appear at any time that
and certifies that the Contractor is not barred from contracting the Contractor 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 Contractor 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 1142.1-1 et seq. of Default'), and fails to cure any such Event of Default within
the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or ten business days after the Contractor'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 Contractor 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 Contractor shall be liable withhold from any payment or recover from the Contractor,
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 Contractor or as a result of actions taken by the
Village in response to any Event of Default by the Contractor.
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 Contractor. assigned by the Village or by the Contractor without the prior
In the event that this Agreement is so terminated, the written consent of the other party.
2
H. Notice. All notices required or permitted to J. Third Party Beneficiary. No claim as a
be given under this Agreement shall be in writing and shall be third party beneficiary under this Agreement by any person,
delivered:(1)personally;(2)by a reputable overnight courier; fn1n, or corporation shall be made or be valid against the
or by (3) by certified mail, return receipt requested, and Village.
deposited in the U.S.Mail,postage prepaid. Unless otherwise
expressly provided in this Agreement,notices shall be deemed K. Governing Law: Venae. This Agreement
received upon the earlier of (a) actual receipt; (b) one shall be governed by, construed and enforced in accordance
business day after deposit with an overnight courier as with the internal laws, but not the conflicts of laws rules,of
evidenced by a receipt of deposit; or(c) three business days the State of Illinois. Venue for any action arising out of this
following deposit in the U.S. mail, as evidenced by a return Agreement shall be in the Circuit Court for Wage County,
receipt. Notices and communications to the Village shalt be Illinois,
addressed to,and delivered at,the following address:
L. Exhibits and Other Aereements. If any
Village of flak Brook conflict exists between this Agreement and any exhibit
1200 Oak Brook Road attached hereto or any other Agreement between the parties
Oak Brook,Illinois 60523 relating to this transaction, the terms of this Agreement shall
Attention: Jim Fox,IT Director prevail.
Notices and communications to the Contractor shall be
addressed to,and delivered at,the following address: M. No Disclosure of Confldeatlal Information by
the Consultant. The Consultant acknowledges that it shall,in
SEPS,INC. performing the Services for the Village under this Agreement,
7531 Brush Hill Road have access, or be directly or irArectly exposed, to
Burr Ridge,Illinois 60527 Confidential Information. The Consultant shall hold
Attention: Aaron Spencer confidential all Confidential Information and shall not disclose
or use such Confidential Information without the express prior
1. Waiver, Neither the Village nor the written consent of the Village. The Consultant shall use
Contractor shall be under any obligation to exercise any of the reasonable measures at least as strict as those the Consultant
rights granted to them in this Agreement except as it shall uses to protect its own confidential information Such
determine to be in its best interest from time to time. The measures shall include, without limitation, requiring
failure of the Village or the Contractor to exercise at any time employees and subcontractors of the Consultant to execute a
any such rights shall not be deemed or construed as a waiver non-disclosure agreement before obtaining access to
of that right,nor shall the failure void or affect the Village's or Confidential Information.
the Contractors right to enforce such right-. or any other
rights.
VII. ,
(�/
By: By:
Charlotte Press,Village Clerk Riccardo F.Ginex,Village Manager
ATTEST: SEPS,INC.
3
EXHIBIT A
(Proposals#109091 and#109095 dated August 19,2020)
4
SEPS, Inc,
Aaron Spencer pr *
Phonc: (630) 320-3081
aspencer@seps-inc.com
v,,ww.seps-itic.com
Keeping You in Power
VILLAGE OF OAK BROOK
UPS Maintenance
Proposal #: 109091 - Rev: 2
Date:08'19%2020
Y
Aaron Spencer
(630)320-3081
UPS Maintenance
Invoice To: End User:
JFox@Oak-Brook.org VILLAGE OF OAK BROOK
Village of Oak Brook
Information Services
1200 Oak Brook Rd.
Oak Brook IL 60523
POLICE DEPT.,VILLAGE OF OAK BROOK,1200 OAK BROOK ROAD,OAK BROOK,IL 60523.US
Manufacturer Model Serial# Batt Qty Coverage PM Frequency Price
Best Power FEI0KVA FE10K04392 FS/P/24hr 1 Major 5x8 $3,686.02
C&D Technologies UPS12-355PLP 10 FS/P/24hr 1 Major 5x8
C&D Technologies UPS12-355PLP 10 FS/P/24hr 1 Major 5x8
Coverage
Coverage Description
FS/P/24hr Full Service,Parts&Labor for the UPS,24hr Emergency Response Time 7x24
Comments
One Year On-Site Service Plan Includes:
7x24 Next Day response
Full Parts&Labor coverage for UPS&Battery plant
Annual UPS&Battery PM Service(5X8)
Contract dates:12/1/2020-11/30/2021
S/N FE10K04392
Summary
POLICE DEPT.,VILLAGE OF OAK BROOK,1200 OAK BROOK ROAD,OAK BROOK,IL 60523,US 53,686.02
Tax $0.00
SEPS,Inc. Page 1 of 6
7531 Brush Hill Rd.,Bur Ridge,IL 60527 Proposal#:109091
Phone:630.986.8899 Date:8/19/2020
�' SE"S www.sepe4nc.com
Agreement and Ternis
Contract Start Contract End Payment Term Billing Cycle
12/01/2020 11/30/2021 Net 30 Days 1 Year Annual Billing in Advance
Proposal expires 30 days after the contract start date
SEPS,Inc. Page 2 of 6
-AV
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109091
Phone:630.986.8899 Date:8/19/2020
_____ SEPS www.seps-ine.com
Aaron Spence,
' 320-3081
a
x.
SEPS,Inc.Terns&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 Buyerls 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
Printed Name: Printed Name
Title: Title: ` #Imo
SEPS,Inc. Page 3 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109091
Phone:630.986.8899 Date:8/19/2020
i_` S"S www.seps-ine.com
SEPS, Inc.
Aaron Spencer
Phone: (630) 320-3081,
aspe ice r@segs-inc.conn
.seps-inc.com
Keeping You in Power
VILLAGE OF OAK BROOK
UPS Maintenance
Proposal #: 109095- Rev: 1
Date:08,19/2020
Aaron Spencer
(630)320-3081
Oil
LIPS Maintenance
Invoice To: End User:
JFox@Oak-Brook.org VILLAGE OF OAK BROOK
Village of Oak Brook
Information Services
1200 Oak Brook Rd.
Oak Brook IL 60523
VILLAGE OF OAK BROOK,1200 OAK BROOK RD,OAK BROOK,IL 60521 US
Manufacturer Model Serial# Batt Qty Coverage PM Frequency Price
Eaton Powerware BladeUPS Series BJ461 P0007 120 FS/P/24hr 1 Major 5x8 $9,258.69
EnerSys NPX-25T 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-25T 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8
Eaton Powerware BladeUPS Series BJ461P0008 120 FS/P/24hr 1 Major 5x8
EnerSys NPX-25T 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-25T 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8 -
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8
EnerSys NPX-35TFR 20 FS/P/24hr 1 Major 5x8 Mi
0
Coverage Legend
Coverage Description
FS/P/24hr Full Service,Parts&Labor for the UPS,24hr Emergency Response Time 7x24
SEPS,Inc. Page 1 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109095
_ "i Aw Mr
Phone:630.986.8899 Date:8/19/2020
�:,._ SEPS www.seps-inc.com
Comments
One Year On-Site Service Plan Includes:
7x24 Next Day response
Full Parts&Labor coverage for UPS&Battery plant
Annual UPS&Battery PM Service(5X8)
Contract dates:12/8/2020-12/7/2021
S/N BJ461P0007
S/N BJ461P0008
Summary
VILLAGE OF OAK BROOK,1200 OAK BROOK RD,OAK BROOK,IL 60523,US $9,258.69
Tax $0.00
Total
Agreement and Terms
Contract Start Contract End Payment Term Billing Cycle
12/08/2020 12/07/2021 Net 30 Days 1 Year Annual Billing in Advance
Proposal expires 30 days after the contract start date
SEPS,Inc. Page 2 of 6
4-m 7531 Brush Bill Rd.,Burr Ridge,IL 60527 Proposal M 109095
Phone:630.986.8899 Date:8/19/2020
__.. ._ SEPS www.seps-ine.com
..
Aaron Spenrle,
�630)320-3081
la
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 Buyerls 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 BR
SEPS,Inc. Page 3 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109095
Phone:630.986.8899 Date:8/19/2020
SEPSwww.seps-inc.com
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Service Agreement
SEPS, Inc.will provide scheduled or remedial services (hereinafter referred to as service)in accordance with the manufacturerts speci®cations, as further
de0ned 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 noti®cation 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 de®ned,for purposes of this Agreement,as the maintenance required to restore the equipment listed in Appendix I to
manufacturers agreed speci®cations 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
speci®ed 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 speci®ed for equipment specified in the Proposal, REPLACEMENT OF CUSTOMER PARTS USED IN REPAIR OF SAID
EQUIPMENT IS INCLUDED,with exception of Batteries(unless speci®cally 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 modi®cation or any additional testing beyond the scope described herein and attached,and testing of equipment modi®cations 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 speci®ed 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 specWed in the Proposal. In the event that battery
maintenance is provided by SEPS, Inc., it will be performed in accordance with general manufactureris 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 4 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109095
Phone:630.986.8899 Date:8/19/2020
_ www.seps-inc.com
Aaron Spen(,�er
(630)320-3081
%.
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®xed-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®rst preventive maintenance
inspection under this Agreement,any remedial action required to bring covered equipment into compliance with manufacturerts speeftations will be
at Customerts 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 specftally 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.;
e. 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&speeftations for the equipment
covered under this Agreement;
g. SEPS,Inc.is required to stay at Customers 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
Customers sole responsibility.
1. 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 1;
b. Inspection and replacement of air&&Iters 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 5 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109095
It Phone:630.986.8899 Date:8/19/2020
SEPSwww.seps-ine.com
p
Aaron Spencei
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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 modi®cation of corporate structure provided that such changes and/or modi®cations 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 6 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:109095
Phone:630.986.8899 Date:8/19/2020
_ TSE
I"S www.seps-inc.com