Village-Wide Kitchen Hood Suppression Systems and FIre Extinguishers Insp. Services VILLAGE OF OAK BROOK
CONTRACT FOR THE
VILLAGE WIDE KITCHEN HOOD SUPPRESSION SYSTEMS AND FIRE EXTINGUISHERS
INSPECTION SERVICES
Full Name of Contractor:Affiliated Customer Service, Inc. ("Contractor")
Principal Office Address: 1441 Branding Avenue, Suite 260, Downers Grove, Illinois 60515
Contact Person:Giuseppe Gentile, Customer Service Representative Telephone Number: (630) 434-7900
TO: Village of Oak Brook("Village")
1200 Oak Brook Road
Oak Brook, Illinois
Attention: Doug Hroba, Fleet&Facilities Supervisor
Contractor warrants and represents that Contractor has
carefully examined the Work Sites described below and
has reviewed and understood all documents included, -
referred to, or mentioned in this bound set of documents.
1. Work
A. Contract and Work. Contractor acknowledges, 5. Miscellaneous. Do all other things required
and agrees, that Contractor shall, at its sole cost and of Contractor by this Contract;and
expense, provide, perform, and complete, in the manner
specified and described, and upon the terms and 6. Qualit . Provide, perform, and complete all
conditions set forth, in this Contract, all of the following, of the foregoing in a proper and workmanlike
all of which is herein referred to as the"Work": manner, consistent with the standards of
recognized professional firms in performing
1. Labor, Equipment, Materials, and Supplies. Work of a similar nature, in full compliance
Provide, perform, and complete, in the with, and as required by or pursuant, to this
manner specified and described in this Contract, and with the greatest economy,
Contract, all necessary work, labor, services, efficiency, and expedition consistent
transportation, equipment, materials, therewith, with only new, undamaged, and
supplies, information, data, and other means first quality equipment, materials, and
and items necessary for Village-Wide supplies.
Kitchen Hood Suppression System and Fire
Extinguishers Inspection Services, as B. Performance Standards. Contractor
specified in Exhibit A, attached hereto, in acknowledges and agrees that all Work shall be fully
Oak Brook, Illinois 60523 ("Work Site"); provided, performed, and completed in accordance with
Agreement Number 18211A, dated May 17, 2022,
2. Permits. The Village will furnish all attached hereto as Exhibit A. In the event the quality of
permits, licenses, and other governmental service becomes unacceptable, the Village reserves the
approvals and authorizations necessary in right to cancel the contract after giving thirty (30) day
connection therewith; written notice.
3. Bonds and Insurance. Procure and furnish C. Responsibility for Damage or Loss. Contractor
all bonds and all insurance certificates and proposes, and agrees, that Contractor shall be
policies of insurance specified in this responsible and liable for, and shall promptly and
Contract; without charge to Village repair or replace, any damage
done to, and any loss or injury suffered by, the Village,
4. Taxes. Pay all applicable federal, state, and the Work, the Work Site, or other property or persons as
local taxes; a result of the Work.
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D. Inspection/Testing/Reiection. Village shall have
the right to inspect all or any part of the Work and to
reject all or any part of the Work that is, in Village's C. TIME OF PAYMENT
judgment, defective or damaged or that in any way fails
to conform strictly to the requirements of this Contract It is expressly understood and agreed that the
and the Village, without limiting its other rights or Village shall only make any final payments upon
remedies, may require correction or replacement at completion of the work and final approval.
Contractor's cost, perform or have performed all Work
necessary to complete or correct all or any part of the All payments may be subject to deduction or
Work that is defective, damaged, or nonconforming and setoff by reason of any failure of Contractor to
charge Contractor with any excess cost incurred thereby, perform under this Contract. Each payment
or cancel all or any part of any order or this Contract. shall include Contractor's certification of the
Work so rejected may be returned or held at Contractor's value of, and partial or final waivers of lien
expense and risk. covering, all Work for which payment is then
requested and Contractor's certification that all
2. Contract Price prior payments have been properly applied to
the payment or reimbursement of the costs with
Contractor acknowledges and agrees that Contractor respect to which they were paid.
shall take in monthly payments for all Work and other
matters set forth under Section 1 above, including 3. Contract Term
overhead and profit; taxes, contributions, and premiums; Contractor acknowledges and agrees that Contractor
and compensation to all subcontractors and suppliers, shall commence the Work within 15 days (weather
the compensation set forth below. permitting) following the Village's acceptance of this
Contract provided Contractor shall have furnished to the
A. SCHEDULE OF PRICES Village all bonds and all insurance certificates specified
in this Contract ("Commencement Date"). Contractor
For providing, performing, and completing all further acknowledges and agrees that Contractor shall
Work, the Not-To-Exceed Contract Price of perform the Work diligently and continuously and shall
$1,966.00 (semi-annual inspection of four complete the Work no later than November 30, 2022
(4) kitchen hood suppression systems and ("Time of Performance"). The Village may modify the
change fusible-links, and annual inspection Time of Performance at any time upon 15 days prior
of an estimated one hundred and seventy- written notice to the Contractor. Delays caused by the
five (175) fire extinguishers) Village shall extend the Time of Performance; provided,
however, that Contractor shall be responsible for
TOTAL CONTRACT PRICE (in writing): completion of all Work within the Time of Performance,
notwithstanding any strike or other work stoppage by
One Thousand Nine Hundred and Sixty-Six employees of either Contractor or of the Village.
Dollars Only
4. Financial Assurance
B. BASIS FOR DETERMINING PRICES
A. Bonds. If the total contract cost is $20,000.00 or
It is expressly understood and agreed that: more, the Contractor acknowledges and agrees that
Contractor shall provide a Performance Bond, on forms
1. All prices stated in the Schedule of Prices provided by, or otherwise acceptable to, the Village, from
are firm and shall not be subject to a surety company acceptable to the Village, each in the
escalation or change; penal sum of the Contract Price, within 10 days following
the Village's acceptance of this Contract.
2. The Village is not subject to state or local
sales, use, and excise taxes, that no such B. Insurance. Contractor acknowledges and agrees
taxes are included in the Schedule of Prices, that Contractor shall provide certificates of insurance
and that all claim or right to claim any evidencing the minimum insurance coverages and limits
additional compensation by reason of the set forth in Exhibit B within 10 days following the
payment of any such tax is hereby waived Village's acceptance of this Contract. Such policies shall
and released; be in form, and from companies, acceptable to the
Village. The insurance coverages and limits set forth
3. All other applicable federal, state, and local Exhibit B shall be deemed to be minimum coverages and
taxes of every kind and nature applicable to limits and shall not be construed in any way as a
the Work are included in the Schedule of limitation on Contractor's duty to carry adequate
Prices. insurance or on Contractor's liability for losses or
damages under this Contract. The minimum insurance
coverages and limits that shall be maintained at all
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times while providing, performing, or completing the C. Not Barred. Contractor is not barred by law
Work are as set forth in Exhibit B. from contracting with the Village or with any other unit
of state or local government as a result of (i) a
C. Indemnification. Contractor acknowledges and delinquency in the payment of any tax administered by
agrees that Contractor shall indemnify and save the Illinois Department of Revenue unless Contractor is
harmless the Village, its officers, officials, employees and contesting, in accordance with the procedures
volunteers, against all damages, liability, claims, losses, established by the appropriate Revenue Act, its liability
and expenses (including reasonable attorneys' fee) that for the tax or the amount of tax, as set forth in 65 ILLS
may arise, or be alleged to have arisen, out of 5/11-42.1-1; or (ii) a violation of either Section 33E-3 or
Contractor's performance of, or failure to perform, the Section 33E-4 of Article 33 of the Criminal Code of 1961,
Work or any part thereof, or any failure to meet the 720 ILCS 5/33E-1 et seg.
representations and warranties set forth in Section 6 of
this Contract. D. Qualified. Contractor has the requisite
experience, ability, capital, facilities, plant, organization,
D. Penalties. Contractor acknowledges and agrees and staff to enable Contractor to perform the Work
that Contractor shall be solely liable for any fines or civil successfully and promptly and to commence and
penalties that are imposed by any governmental or complete the Work within the Contract Price and
quasi-governmental agency or body that may arise, or be Contract Time set forth above.
alleged to have arisen, out of or in connection with
Contractor's performance of, or failure to perform, the 7. Acknowledgements
Work or any part thereof.
In submitting this Contract, Contractor
5. Firm Proposal acknowledges and agrees that:
All prices and other terms stated in this Contract are A. Reliance. The Village is relying on all
firm and shall not be subject to withdrawal, escalation, warranties, representations, and statements made by
or change. Contractor in this Contract.
6. Contractor's Representations and Warranties B. Acceptance. If this Contract is accepted,
Contractor shall be bound by each and every term,
In order to induce the Village to accept this Contract, condition, or provision contained in this Contract.
Contractor hereby represents and warrants as follows:
C. Remedies. Each of the rights and remedies
A. The Work. The Work, and all of its components, reserved to the Village in this Contract shall be
shall strictly conform to the requirements of this cumulative and additional to any other or further
Contract, including, without limitation, the performance remedies provided in law or equity or in this Contract.
standards set forth in Subsection 1B of this Contract;
and shall be fit, sufficient, and suitable for the purposes D. Time. Time is of the essence in the performance
expressed in, or reasonably inferred from, this Contract of all terms and provisions of this Contract and, except
and the warranties expressed herein shall be in addition where stated otherwise references in this Contract to
to any other warranties expressed or implied by law, days shall be construed to refer to calendar days and
which are hereby reserved unto the Village. time.
B. Compliance with Laws. The Work, and all of its E. No Waiver. No examination, inspection,
components, shall be provided, performed, and completed investigation, test, measurement, review, determination,
in compliance with, and Contractor agrees to be bound decision, certificate, or approval by the Village, whether
by, all applicable federal, state, and local laws, orders, before or after the Village's acceptance of this Contract;
rules, and regulations, as they may be modified or nor any information or data supplied by the Village,
amended from time to time, including without limitation, whether before or after the Village's acceptance of this
if applicable, the Prevailing Wage Act, 820 ILCS Contract; nor any order by the Village for the payment of
130/0.01 et seg.; any other prevailing wage laws; any money; nor any payment for, or use, possession, or
statutes requiring preference to laborers of specified acceptance of, the whole or any part of the Work by the
classes; any statutes prohibiting discrimination because Village; nor any extension of time granted by the Village;
of, or requiring affirmative action based on, race, creed, nor any delay by the Village in exercising any right
color, national origin, age, sex, or other prohibited under this Contract; nor any other act or omission of the
classification; and any statutes regarding safety or the Village shall constitute or be deemed to be an acceptance
performance of the Work. Further, Contractor shall of any defective, damaged, or nonconforming Work, nor
have a written sexual harassment policy in compliance operate to waive or otherwise diminish the effect of any
with Section 2-105 of the Illinois Human Rights Act representation or warranty made by Contractor; or of
during the course of the work. any requirement or provision of this Contract; or of any
remedy,power, or right of the Village.
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K.Prevailing-Wage. Pursuant to Section 4 of the
F. Severability. It is hereby expressed to be the Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor
intent of the parties to this Contract that should any agrees and acknowledges that not less than the
provls10n , covenant, agreement, or portion of this applicable rate of prevailing of wages, as found or
Contract or its application to any Person or property be ascertained by the Department of Labor and made
held invalid by a court of competent jurisdiction, the available on the Department's Official website , or
remaining provisions of this Contract and the validity, determined by the court on review, shall be paid for each
enforceability, and application to any Person or property craft or type of worker needed to execute this contract or
shall not be impaired thereby , but the remaining to perform such work, and it shall be mandatory upon
provisions shall be interpreted. applied, and enforced so the contractor to whom the contract is awarded and upon
as to achieve. as near as may be, the purpose and intent any subcontractor under him, to pay not less than the
of this Contract to the greatest extent permitted by specified rates to all laborers, workers and mechanics
applicable law. employed by them in the execution of this contract.
G. Amendments and Modifications. No amendment L. Conflicts of Interest. Contractor represents and
or modification to this Contract shall be effective until it certifies that, to the best of its knowledge, (' no elected
is reduced to writing and approved and executed by the or appointed Village official. employee or agent has a
corporate authorities of the parties in accordance with all personal financial interest in the business of the
applicable statutory procedures. Contractor or in this Agreement, or has personally
received payment or other consideration for this
}l. Assignment. Neither this Contract, nor any Agreement; (2) as of the date of this Agreement, neither
interest herein, shall be assigned or subcontracted. in Contractor nor any person employed or associated with
whole or in part, by Contractor except upon the prior Contractor has any interest that would conflict in any
written consent of the Village. We are using Dependable manner or degree with the performance of the
Fire as a subcontractor. obligations under this Agreement: and (3) neither
Contractor nor any person employed by or associated
I. Governing Law, Venue. This Contract shall be with Contractor shall at any time during the term of this
governed by, construed and enforced in accordance with Agreement obtain or acquire any interest that would
the internal laws, but not the conflicts of laws rules. of conflict in any manner or degree with the performance of
the State of Illinois. Venue for any action arising out of the obligations under this Agreement.
or due to this Contract shall be in the Circuit Court for
DuPage County, Illinois. M. Exhibits and Other Agreements. If any conflict
exists between this Agreement and any exhibit attached
J. Certified Payrolls. Contractor shall, in hereto or any other Agreement between the parties
accordance with Section 5 of the Illinois Prevailing Wage relating to this transaction, the terms of this Agreement
Act, 820 ILCS 130/5, submit to the Village, and upon shall prevail.
activation of the database provided by 820 ILCS 130/5.1
to the Department of Labor, on a monthly basis, a N. No Disclosure of Confidential Information by the
certified payroll. The certified payroll shall consist of a Consultant. The Consultant acknowledges that it shall,
complete copy of those records required to be made and in performing the Services for the Village under this
kept by the Prevailing Wage Act. The certified payroll
shall be accompanied by a statement signed by the Agreement, have access, or be directly or indirectly
Contractor or subcontractor which certifies that: ('� such exposed, to Confidential Information. The Consultant
records are true and accurate; (2) the hourly rate paid is shall hold confidential all Confidential Information
not less than the general prevailing rate of hourly wages and shall not disclose or use such Confidential
required by the Prevailing Wage Act; and (3) Contractor Information without the express prior written consent
or subcontractor is aware that filing a certified payroll of the Village. The Consultant shall use reasonable
that he or she knows to be false is a Class A measures at least as strict as those the Consultant uses
misdemeanor. A general contractor may rely upon the to protect its own confidential information. Such
certification of a lower tier subcontractor, provided that measures shall include. without limitation, requiring
the general contractor does not knowingly rely upon a employees and subcontractors of the Consultant to
subcontractor's false certification. Upon seven business execute a non-disclosure agreement before obtaining
days' notice. Contractor and each subcontractor shall access to Confidential Information.
make available for inspection and copying at a location
within this State during reasonable hours, the records Prevailing Wage Act is not applicable to Testing. The
required to be made and kept by the Act to: (i) the Prevail Wage Act does cover any repairs, service or
Village. its officers and agents; (ii) the Director of Labor installation work and as such Affiliated Customer
and his deputies and agents; and (iii) to federal, State, or Service, Inc. will comply with the requirements of the
local law enforcement agencies and prosecutors. Prevailing wage Act, 820ILCS 130/0.01.
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IN WITNESS NkrHEREOF the ptirties hereto VILLAGE OF OAK BROOK. an Illinois
hair, atuied t � Aer wnt In be E-xecut(�d. municipal corporation
(4votire on 4; � ._._. 2022.
.ATTEST:
Charlotte Pru s.Village Clerk Greg �,,sillagv nager��-----
ATTEST:
By -- 1, By:
Its 1LI. — Its:
5
EXHIBIT A
(AGREEMENT NUMBER 18211A,DATED MAY 17, 2022)
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AFFILIATED CUSTOMER SERVICE,INC. Preventive Maintenance
AFFILIATED TECHNOLOGIES.INC.
AFFILIATED SYSTEMS,INC. W. c
1441 Branding Ave., Suite 260 ,q F •
Downers Grove,IL 60515
PHONE: (630)434-7900 1 FAX:(630)434-1333 C u a t e r s e r v 1 I n c. Agreement Number: 18211A
www.AFFILIATEDINC.com DATE: 05/17/2022
info@AFFILIATEDINC.com jgentile@affiliatedinc.com
MONITORINGFIRE ALARM SYSTEMS * EMERGENCY LIGHTING e FIRE ALARM
Effective from Effective to I Inspections Please choose the preferred inspection month(s)
Month Day Year Month Day-
Year Annually JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
06 01 2022 02 28 2023 1-100%
Optional Property: Village of Oak Brook—All Buildings
Pricing Below 1200 Oak Brook Rd. Oak Brook, IL 60523
ADDITIONAL SERVICES LISTED BELOW TO BE PERFORMED BYSELECT SUB-CONTRACTORS CHOSEN BYAFFILIATED CUSTOMER SERVICE INC:
"KITCHEN HOOD SUPPRESSION SYSTEM AND EXTINGUISHERS:
• Perform semi-annual inspection of four(4) kitchen hood suppression systems, and
(initial) change fusible-links associated with kitchen hoods in accordance with NFPA 96
requirements.
• Performed annually: An estimated one hundred seventy(17 5)fire extinguishers will be
inspected and tagged. Six(6) year maintenance,recharging, or any additional services
provided, if necessary, will be an additional charge.
01 —25 Extinguishers $176.00
26—300 $1.79 each.
For this additional service option ADD $1,966.00 to the FIRE ALARM TEST AGREEMENT.
(To accept an addidonall coverae option,please inidaL)
(Price includes required truck charges totaling$240.00)
Village of Oak Brook AFFILIATED CUSTOMER SERVICE,INC.
(Customer) (Affiliated)
1200 Oakbrook Rd. 1441 Branding Lane; Suite 260
Oak Brook,IL 60523 Downers Grove, IL 60515
Attn: Doug Hroba P: (630) 368-5282 P: (630)434-7900 1 F: (630)434-1333
E: dhroba@oak-brook.org
Company Representative: Giuseppe Gentile
Sign: Print: (' Mobile Number: (630) 816-1053
Title: Q E:jgentile@affiliatedinc.com
Date: /� P.O.#•
TERMS AND CONDITIONS:
Equipment must be in good working order prior to the effective date of this agreement.Any parts or labor necessary to bring the equipment up to good working order will incur an additional charge. This
agreement does not cover service and parts required due to vandalism,accidents,fire,water,storm,negligence or misuse,power failures,current fluctuations,lightning surges,Daylight Savings changes,
telephone lines,repairs performed by others,repairs to waterflows,sprinklers,and halon systems,electrical wiring,or for any cause external to the equipment. Specification changes,alterations or
attachments may require a change in maintenance charges. When,in Affiliated's opinion,a shop reconditioning or equipment repair is necessary because normal repair and parts replacement cannot keep
the equipment in satisfactory operating condition,Affiliated will submit a cost estimate. Such work,if authorized by the customer,will be in addition to the maintenance charge. Customer is to provide a
ladder,if required.Affiliated shall not be responsible for delays or inability to provide service calls due to,but not limited to,strikes,accidents,embargoes,acts of God or any other event beyond its control.
When applicable,Customer is responsible for the property's fire pump during testing.Affiliated shall not be held responsible for loss of goods or property if not escorted by customer into apartments,condo
units or hotel/motel guest rooms.This agreement will be automatically renewed for successive one-year periods.
THIS AGREEMENT IS SUBJECT TO TERMS AND CONDITIONS PRINTED ON PAGE 1(FRONT&REVERSE)AND SUBSEQUENT PAGES.
QUOTE IS VALID FOR 30 DAYS. PRICES ARE SUBJECT TO CHANGE.
Page 1 12
TERMS&CONDITIONS
NO EXPRESS OR IMPLIED WARRANTIES
The sole obligation of Affiliated under this Agreement is to inspect and,if authorized,make necessary repairs of the Equipment.Affiliated has not made or authorized any other
person or party to make ANY WARRANTIES,EITHER EXPRESSED OR IMPLIED which would impose upon Affiliated any obligation or liability,other than as expressly set
forth herein,in respect to such warranties.In no event shall Affiliated be responsible for incidental or consequential damages.
RENEWAL
This Agreement will be automatically renewed for successive one-year terms.Affiliated may terminate this Agreement on thirty(30)days prior written notice to the Customer,in
which event Customer shall be given a credit to the extent Customer is entitled to a refund,which credit may be transferred to another prospective customer if written notice of the
transfer is served on Affiliated within one hundred eighty(180)days after the termination date.Customer may terminate this Agreement before the expiration date on thirty(30)
days prior written notice by paying in full all accrued charges and twenty(20%)percent of charges payable during the remainder of the term.Any waiver of the termination fee
must be in writing and signed by an officer of Affiliated.
FEE
Payment Terms are advanced payment or Net ten(10)days where satisfactory OPEN CREDIT IS ESTABLISHED.Affiliated reserves the right to revoke or modify any credit at
its sole discretion.Delivery is F.O.B.factory.Further,in the event payment is not received according to terms,Affiliated may at its discretion,assess interest at the maximum rate
allowed by law or at the rate of 1.5%per month,whichever is less.Customer also agrees to pay all costs incurred by Affiliated in pursuit of payment which is past due including,
but not limited to,collection agency commissions and attorneys fees.
The billing for an extension period fee will be rendered to Customer in advance of expiration of the current term.There shall be added to all charges any taxes based on such
charges,the service rendered or parts supplied pursuant hereto.Affiliated shall have the right to modify the charges of the Agreement at any time or times after the expiration of
the first year from the effective date of this Agreement.If the Customer is unwilling to pay any such increase and notifies Affiliated in writing at least thirty(30)days prior to the
effective date of such increase,Affiliated shall be permitted,at its sole option,to terminate this Agreement as if the term had expired.Failure to notify Affiliated in writing at least
thirty(30)days prior to the effective date of increase will constitute Customer's consent to the increase and all of the other terns and conditions of this Agreement shall remain in
full force and effect.
DEFAULT
If Customer does not pay the fees or charges due hereunder or any additional charges:Affiliated may(a)refuse to continue the services provided for herein or(b)furnish service
only on a C.O.D."Per Call"basis.Customer shall pay the full amount of all charges,together with reasonable attorney or collection fees,if placed in the hands of an attorney or
collection agency for collection.
LIMITATION OF LIABILITY
Affiliated or its agents,assigns,employees,or independent contractors providing portions of service for the Customer,all hereinafter referred to as"Others",is not an insurer,but
insurance,if any,shall be obtained by the Customer.Payments provided for herein are based solely on the value of the service and parts as set forth herein and are unrelated to the
value of the Customer's property or the property of others located on Customer's premises.Affiliated and Others make no guarantee or warranty,including any implied warranty
of merchantability or fitness that the equipment or services supplied will avert or prevent occurrences or the consequences there from which the service is designed to detect or
avert.Affiliated is not responsible for the actions of any subcontractor.It is agreed that Affiliated assumes no responsibility for any and all liability,loss,claims,demands,suits,
costs,fees and expenses due to the actions of the subcontractor(s),subcontractor's consultants,employees or suppliers including but not limited to any loss or damage resulting
from the testing,flushing or use of an existing sprinkler system.If Affiliated or Others should be found liable for personal injury or property loss or damage due from a failure of
Affiliated or Others to perform any of the obligations herein,including but limited to repair service or the failure of the Equipment in any respect whatsoever,Affiliated or Others'
liability shall be limited to a sum equal to fifty(50%)percent of the Agreement total price or Two Hundred Fifty($250.00)Dollars,whichever is the greater,and this liability shall
be exclusive.The provision of this paragraph shall apply if loss or damage,irrespective of cause or origin,results directly or indirectly to persons or property,from performance or
nonperformance of the obligations imposed by the Agreement,or from negligence,active or otherwise,except from sole negligence of Affiliated or Others.
INSURANCE
Customer grants permission to Affiliated to enter upon its premises to perform the service to the Equipment as agreed herein.In return,Affiliated shall maintain workmen's
compensation insurance and liability insurance in full force and effect.A certificate of insurance will be provided to Customer upon request.If the Customer requests additional
coverage beyond Affiliated's standard Insurance Program,the Customer will pay the additional premium directly to Affiliated.For example,additional Insured for General
Liability on"Primary/Non-Contributing Basis"is$100.00;Waiver of Subrogation for General Liability is$100.00;and Waiver of Subrogation for Workers'Compensation is
subject to a Minimum of$250.00 and can be higher depending on the size of the contract.In no event shall Affiliated be liable to indemnify Customer for damage or injury to
person or property caused by or resulting from negligence of Customer,its agents or employees.Customer agrees to and shall indemnify,save,defend and hold harmless Affiliated
and Others from and against all claims brought by parties other than the parties to this Agreement.This provision shall apply to all claims regardless of cause,including Affiliated
or Others'performance or failure to perform and including defects in products,design,repair service,operation or non-operation of the Equipment,whether based upon
negligence,active or passive,express or implied contract or warranty,contribution or indemnification or product liability,on the part of Affiliated or Others;but this provision
shall not apply to claims for loss or damage solely and directly caused by or due to the sole negligence of an employee of Affiliated or Others while on Customer's premises.
EMERGENCY FIELD SERVICE DOES NOT INCLUDE:
Service and parts required due to vandalism,accidents,fire,water,storm,negligence or misuse,power failure,current fluctuations,lightning surges,Daylight Savings changes,
telephone lines,repairs performed by others,repairs to water flows,sprinklers,and halon systems,electrical wiring,or for any cause external to the Equipment.Specification
changes,alterations or attachments may require a change in maintenance charges.
EQUIPMENT
All Equipment to be inspected,tested,or serviced in accord with the terms and conditions of the Preventive Maintenance Agreement must be listed.Any equipment not so listed
will not be inspected,tested,or serviced by Affiliated,nor is Affiliated responsible in any manner for equipment not listed.If the Customer desires Affiliated to inspect,test,or
service equipment not listed,Affiliated will do so under a separate agreement and Customer will be billed at Affiliated's then prevailing rates or in accord with a written cost
estimate supplied by Affiliated.Customer does hereby release,indemnify and hold harmless Contractor,its agents,servants,officers and directors from any claim,claim of lost
valuables of any sort,cause of action or liability,suit or damage arising from or associated with in any manner,by operating the elevator or using the elevator controller for testing,
servicing and/or maintaining the fire alarm system.Customer hereby releases and discharges Affiliated from any liability for damages or expenses of the property's peripheral
equipment and bear all risks of loss or damage thereto,by whatever cause inflicted claimed to be caused during the course of our inspection including but not limited to;the HVAC
units for shut down,breaker box shunt,fire and jockey pumps,elevator,and various electric equipment.Panel replacement does not include equipment or labor under the full
service agreement.
GENERAL
Affiliated shall not be responsible for delays or its inability to provide service calls due to,but not limited to,strikes,accidents,embargoes,acts of God or any other event beyond
its control.This Agreement constitutes the entire contract between Affiliated and Customer with respect to service of the Equipment and no representation or statement not
expressed herein shall be binding on Affiliated.In the event that any provision of this Agreement is found to be unenforceable,all other terms shall remain in full force and effect.
It is understood and agreed that if there is any conflict between this Agreement and Customer's purchase order,or any other document,this Agreement will govern,whether such
purchase order or other document is executed prior or subsequent to the Agreement.This Agreement is not assignable by the Customer unless such assignment shall be consented
to in writing by Affiliated.In the event of an emergency or system failure,reasonable safety precautions will be taken by Customer to protect life and property during the period of
time of the emergency or failure until such time as Affiliated notifies the Customer that the system is operational or the emergency has been cleared.This agreement does not
include any annual fees required by the Customer including but not limited to compliance or contract management fees.This Agreement shall be binding and inure to the benefit of
Affiliated,the Customer,and their respective managements and their successors and permitted assigns.This agreement does not include any permit fees required or that may
become required.
EXHIBIT B
(INSURANCE REQUIREMENTS)
Certificates of Insurance shall be presented to the Village upon execution of this contract and vendor shall not
commence work until it provides and receives acceptance of insurance certificates from the Village as required by
this exhibit.
Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee
working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of
the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as
specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or
permit insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work under the contract or permit, by either the contractor, permittee, or
their agents, representatives, employees or subcontractors.
A contractor or permittee shall maintain insurance with limits no less than:
A. General Liability- $2,000,000 per occurrence for bodily injury,personal injury and property damage;
B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and
property damage;
C. Worker's Compensation and Employer's Liability -Worker's Compensation limits as required by the Labor
Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village.
The policies shall contain,or be endorsed to contain,the following provisions:
D. General Liability and Automobile Liability Coverage -
(1)The Village,its officers, officials, employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities performed by or on behalf of the Insured; premises owned,
occupied or used by the Insured. The coverage shall contain no special limitations on the scope of
protection afforded to the Village, its officers, officials, employees,volunteers, or agents.
(2)The Insured's insurance coverage shall be primary insurance as respects the Village, its officers,
officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the
Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's
insurance and shall not contribute with it.
(3)Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the
Village,its officers,officials, employees, volunteers or agents.
(4)The Insured's insurance shall apply separately to each covered party against whom claim is made or
suit is brought except with respect to the limits of the insurer's liability.
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its officers, officials, employees,
volunteers and agents for losses arising from work performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has
been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees,
volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no
less than A:VII.
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Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting
coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed
by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to
be on forms approved by the Village and shall be subject to approval by the Village Attorney before work
commences. The Village reserves the right to require complete, certified copies of all required insurance policies,
at any time.
Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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