UPS & Battery Prev. Maint. Agrmnt. VILLAGE OF OAK BROOK
SERVICE S�JPPORT AND MAINTENANCE AGREEMENT
This AGREEMENT is dated as of th�n delay of U6kb , 2 21 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road,Oak Brook,Illinois,60523 an Illinois municipal corporation("Village'I,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 diligence practiced by recognized Contractors in performing
retains the Contractor to perform, and the Contractor agrees to services of a similar nature in existence at the Time of
perform, all necessary services to perform the work in Performance. The representations and certifications expressed
connection with the project identified below ("Services"), shall be in addition to any other representations and
which Services the Contractor shall provide pursuant to the certifications expressed in this Agreement, or expressed or
terms and conditions of this Agreement: implied by law,which are hereby reserved unto the Village.
Battery and UPS 24x7 Next Day Response, Full Parts and The Contractor further represents that it is financially solvent,
Labor Coverage, On-Site Service Support and Preventative has the necessary financial resources, and is sufficiently
Maintenance Plan renewal for the following: experienced and competent to perform and complete the
Services in a manner consistent with the standards of
Forty(40)Batteries—Model#HR 1234W F2 professional practice by recognized Contractors providing
UPS Serial#BJ461P0007 services of a similar nature. The Contractor shall provide all
UPS Serial#BJ461P0008 personnel necessary to complete the Services.
UPS Serial#FE1OK04392
SECTION 5. INDEMNIFICATION; INSURANCE;
As indicated in the attached Proposal #127265 dated LIABILITY.
September 8,2021
A. Indemnification. The Consultant agrees to
SECTION 2. AGREEMENT TERM. The term of the indemnify, hold harmless, and defend (or pay the Village for
agreement is December 1, 2021 — November 30, 2022 t costs of defense) the Village and any of its officers,
("Agreement Term'). ernpRiyQes, or agents from and against all liability, claims,
demands, a auses of action arising out of or related to any
SECTION 3. COMPENSATION. loss, damage, injury, death, or loss or damage to property
resulting from any negligence, errors or omissions by the
A. Agreement Amount. The total amount Consultant in the performance of this Agreement, unless such
billed by the Contractor for the Services under this Agreement loss, damage, injury, or loss or damage to property results
shall not exceed$13,333.05, including reimbursable expenses, from or arises out of the negligent actions or omissions by the
without the prior express written authorization of the Village Village or its officers,employees,or agents.
Manager.
B. Insurance. The Contractor acknowledges
B. Taxes, Benefits, and Royalties. Each and agrees that the Contractor shall, and has a duty to,
payment by the Village to the Contractor includes all maintain adequate insurance, in an amount, and in a form and
applicable federal, state, and Village taxes of every kind and from companies, acceptable to the Village. The Contractor's
nature applicable to the Services as well as all taxes, maintenance of adequate insurance shall not be construed in
contributions, and premiums for unemployment insurance, old any way as a limitation on the Contractor's liability for losses
age or retirement benefits, pensions, annuities, or similar or damages under this Agreement.
benefits and all costs, royalties, and fees arising from the use
of, or the incorporation into, the Services, of patented or C. No Personal Liability. No elected or
copyrighted equipment, materials, supplies, tools, appliances, appointed official or employee of the Village shall be
devices, processes, or inventions. All claim or right to claim personally liable,in law or in contract,to the Contractor as the
additional compensation by reason of the payment of any such result of the execution of this Agreement.
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Contractor. SECTION 6. GENERAL PROVISIONS.
SECTION 4. REPRESENTATIONS OF A. Relationship of the Parties. The
CONTRACTOR. The Contractor represents and certifies Contractor shall act as an independent contractor in providing
that the Services shall be performed in a workman like manner and performing the Services. Nothing in, nor done pursuant
with the highest standards of professional practice, care, and to, this Agreement shall be construed to: (1) create the
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relationship of principal and agent, employer and employee, the Americans with Disabilities Act of 1990, 42 U.S.C. §§
partners, or joint venturers between the Village and 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
Contractor; or (2) to create any relationship between the 5/1-101 et seq. Contractor shall also comply with all
Village and any subcontractor of the Contractor. conditions of any federal, state, or local grant received by the
Village or Contractor with respect to this Contract or the
B. Conflicts of Interest. The Contractor Services. Contractor shall be solely liable for any fines or
represents and certifies that, to the best of its knowledge: (1) civil penalties that are imposed by any governmental or quasi-
no Village employee or agent is interested in the business of governmental agency or body that may arise, or be alleged to
the Contractor or this Agreement; (2) as of the date of this have arisen, out of or in connection with Contractor's, or its
Agreement,neither the Contractor nor any person employed or subcontractors, performance of, or failure to perform, the
associated with the Contractor has any interest that would Services or any part thereof. Every provision of law required
conflict in any manner or degree with the performance of the by law to be inserted into this Contract shall be deemed to be
obligations under this Agreement; and (3) neither the inserted herein.
Contractor nor any person employed by or associated with the
Contractor shall at any time during the term of this Agreement F. Prevailing Wage. Pursuant to Section 4 of
obtain or acquire any interest that would conflict in any the Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor
manner or degree with the performance of the obligations agrees and acknowledges that not less than the applicable rate
under this Agreement. of prevailing of wages, as found or ascertained by the
Department of Labor and made available on the Department's
C. No Collusion. The Contractor represents Official website, or determined by the court on review, shall
and certifies that the Contractor is not barred from contracting be paid for each craft or type of worker needed to execute this
with a unit of state or local government as a result of(1) a contract or to perform such work, and it shall be mandatory
delinquency in the payment of any tax administered by the upon the contractor to whom the contract is awarded and upon
Illinois Department of Revenue unless the Contractor is any subcontractor under him,to pay not less than the specified
contesting, in accordance with the procedures established by rates to all laborers, workers and mechanics employed by
the appropriate revenue act, its liability for the tax or the them in the execution of this contract.
amount of the tax, as set forth in Section 11-42.1-1 et seq. of
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or G. Certified Payroll. Contractor shall, in
(2) a violation of either Section 33E-3 or Section 33E-4 of accordance with Section 5 of the Illinois Prevailing Wage Act,
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 820 ILCS 130/5, submit to the Village, and upon activation of
et seq. If at any time it shall be found that the Contractor the database provided by 820 ILCS 130/5.1 to the Department
has, in procuring this Agreement, colluded with any other of Labor, on a monthly basis, a certified payroll. The certified
person,firm, or corporation,then the Contractor shall be liable payroll shall consist of a complete copy of those records
to the Village for all loss or damage that the Village may required to be made and kept by the Prevailing Wage Act.
suffer, and this Agreement shall, at the Village's option, be The certified payroll shall be accompanied by a statement
null and void. signed by the Contractor or subcontractor which certifies that:
(1) such records are true and accurate; (2) the hourly rate paid
D. Termination. Notwithstanding any other is not less than the general prevailing rate of hourly wages
provision hereof, the Village may terminate this Agreement at required by the Prevailing Wage Act; and (3) Contractor or
any time upon 15 days prior written notice to the Contractor. subcontractor is aware that filing a certified payroll that he or
In the event that this Agreement is so terminated, the she knows to be false is a Class A misdemeanor. A general
Contractor shall be paid for Services actually performed and contractor may rely upon the certification of a lower tier
reimbursable expenses actually incurred, if any, prior to subcontractor, provided that the general contractor does not
termination, not exceeding the value of the Services knowingly rely upon a subcontractor's false certification.
completed. Upon seven business days' notice, Contractor and each
subcontractor shall make available for inspection and copying
E. Compliance with Laws and Grants. at a location within this State during reasonable hours, the
Contractor shall give all notices,pay all fees,and take all other records required to be made and kept by the Act to: (i) the
action that may be necessary to ensure that the Services are Village, its officers and agents; (ii) the Director of Labor and
provided, performed, and completed in accordance with all his deputies and agents; and(iii)to federal, State, or local law
required governmental permits, licenses, or other approvals enforcement agencies and prosecutors.
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with H. Default. If it should appear at any time that
all applicable statutes, ordinances, rules, and regulations, the Contractor has failed or refused to prosecute, or has
including without limitation the Fair Labor Standards Act; the delayed in the prosecution of, the Services with diligence at a
Illinois Prevailing Wage Act 820 ILCS 130/1 et seq.; any rate that assures completion of the Services in full compliance
statutes regarding qualification to do business; any statutes with the requirements of this Agreement, or has otherwise
prohibiting discrimination because of, or requiring affirmative failed,refused,or delayed to perform or satisfy the Services or
action based on,race, creed,color,national origin, age, sex, or any other requirement of this Agreement ("Event of
other prohibited classification, including, without limitation, Default', and fails to cure any such Event of Default within
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ten business days after the Contractor's receipt of written determine to be in its best interest from time to time. The
notice of such Event of Default from the Village, then the failure of the Village or the Contractor to exercise at any time
Village shall have the right, without prejudice to any other ! any such rights shall not be deemed or construed as a waiver
remedies provided by law or equity, to (1) terminate this i of that right,nor shall the failure void or affect the Village's or
Agreement without liability for further payment; or (2) the Contractor's right to enforce such rights or any other
withhold from any payment or recover from the Contractor, rights.
any and all costs, including attorneys' fees and administrative
expenses,incurred by the Village as the result of any Event of ` L. Third Party Beneficiary. No claim as a
Default by the Contractor or as a result of actions taken by the third party beneficiary under this Agreement by any person,
Village in response to any Event of Default by the Contractor. firm, or corporation shall be made or be valid against the
Village.
I. Assignment. This Agreement may not be
assigned by the Village or by the Contractor without the prior Al. Governing Law, Venue. This Agreement
written consent of the other party. shall begoverned by, construed and enforced in accordance
with the internal laws, but not the conflicts of laws rules, of
J. Notice. All notices required or permitted to the State of Illinois. Venue for any action arising out of this
be given under this Agreement shall be in writing and shall be Agreement shall be in the Circuit Court for DuPage County,
delivered: (1)personally;(2)by a reputable overnight courier; Illinois,
or by (3) by certified mail, return receipt requested., and
deposited in the U.S. Mail,postage prepaid. Unless otherwise N. Exhibits and Other Agreements. If any
expressly provided in this Agreement, notices shall be deemed conflict exists between this Agreement and any exhibit
received upon the earlier of: (a) actual receipt; (b) one attached hereto or any other Agreement between the parties
business day after deposit with an overnight courier as relating to this transaction, the terms of this Agreement shall
evidenced by a receipt of deposit, or (c) three business days prevail.
following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be O. No Disclosure of Confidential Information by
addressed to,and delivered at,the following address: the Consultant. The Consultant acknowledges that it shall,in
performing the Services for the Village under this Agreement,
Village of Oak Brook i have access, or be directly or indirectly exposed, to
1200 Oak Brook Road Confidential Information. The Consultant shall hold
Oak Brook. Illinois 60523 confidential all Confidential Information and shall not disclose
Attention: Jim Fox. IT Director or use such Confidential Information without the express prior
written consent of the Village. The Consultant shall use
Notices and communications to the Contractor shall be reasonable measures at least as strict as those the Consultant
addressed to,and delivered at,the following address: uses to protect its own confidential information. Such
measures shall include, without limitation, requiring
SEPS, INC. employees and subcontractors of the Consultant to execute a
7531 Brush}fill Road non-disclosure agreement before obtaining access to
Burr Ridge, Illinois 60527 Confidential Information.
Attention: Aaron Spencer
K. Waiver. Neither the Village nor the
Contractor shall be under any obligation to exercise any of the
rights granted to them in this Agreement except as it shall
ATTEST: VILLAGE OF OAK BROOK
By: 13y:
Charlotte Pnrss, Village Clerk Gopal G. Lalmalani, Village President
AT TEST: SEPS,INC.
BN: By:By: �
BusinessDeveloPDevelopment Manager Its: EVP Sales & Business Development
'litic: 9
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EXHIBIT A
(Proposal#127265 dated September 8,2021)
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VILLAGE OF OAK BROOK.1200 OAK BROOK •• OAK BROOK, 1
Manufacturer Model Serial# Batt City Coverage PM Frequency Price
CSB HR 1234W F2 20 FS/P/24hr 1 Major 5x8
CSB HR 1234W F2 20 FS/P/24hr 1 Major 5x8
Coverage7' Description
FS/P/24hr Full Service,Parts&Labor for the UPS,24hr Emergency Response Time 7x24
Comments
One Year Onsite Service Pian Includes:
-7x24 Next Day response ,
-Full Parts&Labor coverage for UPS&Battery plant
-Annual UPS&Battery PM Service(5X8)
Contract dates:12/1/2021-11/30/2022
SN:FE10K04392
SN:BJ461P0007
SN:BJ461P0008
POLICE DEPT.,VILLAGE OF OAK BROOK,1200 OAK BROOK ROAD,OAK BROOK,IL 60523,US $3,494.91
VILLAGE OF OAK BROOK,1200 OAK BROOK RD,OAK BROOK,IL 60523,US $9,838.14
Tax $0.00
Agreonicnt and Terms
Contract Start Contract End Payment Term Billing Cycle
12/01/2021 11/30/2022 Net 30 Days 1 Year Annual Billing in Advance
Proposal expires 30 days after the contract start date
SEPS,Inc. Page 2 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:127265
Phone:630.986.8899 Date:9/8/2021
SEPSwww.seps4nc.com
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SEPS,Inc.Terns 3 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 3 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal M.127265
E+S' EPS
Phone:630.986.8899 Date:9/8/2021
www.seps4nc.00m
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 W 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 4 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal#:127265
Phone:630.986.8899 Date:9/8/2021
SEKwww.seps-inc.00m
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 priorlo 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 11)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.;
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'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.
1. SAFETY REPRESENTATIVE:
i. 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 filters 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.,Buff Ridge,IL 60527 Proposal#:127265
Phone:630.986.8899 Date:9/8/2021
SEPSwww.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 6 of 6
7531 Brush Hill Rd.,Burr Ridge,IL 60527 Proposal M 127265
Phone:630.986.8899 Date:9/8/2021
SEPS
www.seps-inc.com