Annual UPS System MaintenanceVILLAGE OF OAK BROOK
SERVICE SUPPORT AND MAINTENANCE AGREEMENT
This AGREEMENT is dated as of the day of X6r 2017 ("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation ("Village's, 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
retains the Contractor to perform, and the Contractor agrees to
perform, all necessary services to perform the work in
connection with the project identified below ("Services"),
which Services the Contractor shall provide pursuant to the
terms and conditions of this Agreement:
Single Phase UPS 24x7 On -Site Service Support and
Preventative Maintenance Plane renewal for unit serial
number FE1OK04392 as indicated in the attached invoice
dated November 2, 2017
And,
Three Phase UPS 24x7 On -Site Service Support Plan
renewal for unit serial numbers BJ461P0007 and
BJ461P0008 as indicated in the attached invoice dated
November 2, 2017
SECTION 2. AGREEMENT TERM. The term of the
agreement is December 1, 2017 — November 30, 2018 for unit
serial number FEIOK04392
And,
December 8, 1017 — December 7, 2018 for unit serial
numbers BJ461 P0007 and BJ461 P0008
("Agreement Term').
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Contractor for the Services under this Agreement
shall not exceed $12,181.48 including reimbursable expenses,
without the prior express written authorization of the Village
Manager.
B. Taxes. Benefits. and Royalties. Each
payment by the Village to the Contractor includes all
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Contractor.
SECTION 4. REPRESENTATIONS OF
CONTRACTOR. The Contractor represents and certifies
that the Services shall be performed in a workman like manner
with the highest standards of professional practice, care, and
diligence practiced by recognized Contractors in performing
services of a similar nature in existence at the Time of
Performance. The representations and certifications expressed
shall be in addition to any other representations and
certifications expressed in this Agreement, or expressed or
implied by law, which are hereby reserved unto the Village.
The Contractor further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized Contractors providing
services of a similar nature. The Contractor shall provide all
personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATION: INSURANCE;
LIABILITY.
A. Indemnification. The Contractor proposes
and agrees that the Contractor shall indemnify and save
harmless the Village against all damages, liability, claims,
losses, and expenses (including attorneys' fee) that may arise,
or be alleged to have arisen, out of or in connection with the
Contractor's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 of this
Agreement.
B. Insurance. The Contractor acknowledges
and agrees that the Contractor shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Contractor's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Contractor's liability for losses
or damages under this Agreement.
C. No Personal Liability. No elected or
appointed official or employee of the Village shall be
personally liable, in law or in contract, to the Contractor as the
result of the execution of this Agreement.
SECTION 6. GENERAL PROVISIONS.
A. Relationship of the Parties. The
Contractor shall act as an independent contractor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: (1) create the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village and
Contractor; or (2) to create any relationship between the
Village and any subcontractor of the Contractor.
B. Conflicts of Interest. The Contractor
represents and certifies that, to the best of its knowledge: (1)
no Village employee or agent is interested in the business of
the Contractor or this Agreement; (2) as of the date of this
Agreement, neither the Contractor nor any person employed or
associated with the Contractor has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Contractor nor any person employed by or associated with the
Contractor shall at any time during the term of this Agreement
obtain or acquire any interest that would conflict in any
manner or degree with the performance of the obligations
under this Agreement.
C. No Collusion. The Contractor represents
and certifies that the Contractor is not barred from contracting
with a unit of state or local government as a result of (1) a
delinquency in the payment of any tax administered by the
Illinois Department of Revenue unless the Contractor is
contesting, in accordance with the procedures established by
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section 11-42.1-1 et seq. of
the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seg.; or
(2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1
et seq. If at any time it shall be found that the Contractor
has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Contractor shall be liable
to the Village for all loss or damage that the Village may
suffer, and this Agreement shall, at the Village's option, be
null and void.
D. Termination. Notwithstanding any other
provision hereof, the Village may terminate this Agreement at
any time upon 15 days prior written notice to the Contractor.
In the event that this Agreement is so terminated, the
Contractor shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
completed.
E. Compliance with Laws and Grants.
Contractor shall give all notices, pay all fees, and take all other
action that may be necessary to ensure that the Services are
provided, performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; the
Illinois Prevailing Wage Act 820 ILCS 130/1 et seq.; any
statutes regarding qualification to do business; any statutes
prohibiting discrimination because of, or requiring affirmative
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. §§
12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5/1-101 et seq. Contractor shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Contractor with respect to this Contract or the
Services. Contractor shall be solely liable for any fines or
civil penalties that are imposed by any governmental or quasi -
governmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Contractors, or its
subcontractors, performance of, or failure to perform, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
inserted herein.
F. Default. If it should appear at any time that
the Contractor has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a
rate that assures completion of the Services in full compliance
with the requirements of this Agreement, or has otherwise
failed, refused, or delayed to perform or satisfy the Services or
any other requirement of this Agreement ("Event of
Default', and fails to cure any such Event of Default within
ten business days after the Contractor's receipt of written
notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
remedies provided by law or equity, to (1) terminate this
Agreement without liability for further payment; or (2)
withhold from any payment or recover from the Contractor,
any and all costs, including attorneys' fees and administrative
expenses, incurred by the Village as the result of any Event of
Default by the Contractor or as a result of actions taken by the
Village in response to any Event of Default by the Contractor.
G. Assignment. This Agreement may not be
assigned by the Village or by the Contractor without the prior
written consent of the other party.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (1) personally; (2) by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
addressed to, and delivered at, the following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Jim Fox, ITS Director
Notices and communications to the Contractor shall be
addressed to, and delivered at, the following address:
SEPS, INC.
7531 44 Brush Hill Road
Burr Ridge, Illinois 60527
Attention: Mike Howley
I. 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
determine to be in its best interest from time to time. The
failure of the Village or the Contractor to exercise at any time
any such rights shall not be deemed or construed as a waiver
of that right, nor shall the failure void or affect the Village's or
the Connector's right to enforce such rights or any other
rights.
J. Third Partv r3eneiiciarv. No claim as a
third party beneficiary under this Agreement by any person,
firm, or corporation shall be made or be valid against the
Village.
K. Coo0ictsi Exhibits. If any term or
provision in this Agreement conflicts with any term or
provision of an attachment or exhibit to this Agreement, the
terms and provisions of this Agreement shall control.
L. COverain¢ Laws. This Agreement and the
rights of Owner and Contractor under this Agreement shall be
interpreted according to the internal laws, but not the conflict
Of laws rules, of the State of Illinois; the venue for any legal
action arising in connection with this Agreement shall be in
the Circuit Court of Du Page County, Illinois,
M. No Dis I sukr%LAILPonfideatial Informatlon by the
Consultant. The Consultant acknowledges that it shall, in
performing the Services for the Village under this Agreement,
have access, or be directly or indirectly exposed, to
Confidential Information. The Consultant shall hold
confidential all Confidential Information and shall not disclose
or use such Confidential Information without the express prior
written consent of the Village. The Consultant shall use
reasonable measures at least as strict as those the Consultant
uses to protect its own confidential information. Such
measures shall include, without limitation, requiring
employees and subcontractors of the Consultant to execute a
nondisclosure agreement before obtaining access to
Confidential Information.
ATTEST: VILLA <NVillage*Mannager
By: By:
GMWX Riccardo F. Ginex,
ATTEST:
By:�
Title: Corporate Secretary
M11563377_vl
a
01INNk—
Its: President
EXHIBIT A
(Invoice dated 1112117)
ISEPS
SEPS, Inc.
7531 Brush Hill Rd.
Burr Ridge, IL 60527
630.986.8899
www.seps-inc.com
Bill to: (OAl2JF)
VILLAGE OF OAK BROOK
INFORMATION TECHNOLOGY
1200 OAK BROOK ROAD
OAK, BROOK IL 60523
ATTN: JIM FOX.
630-368-5174
INVOICE/ACKNOW
1/674410
Date: 11/02/17 By: mikeh
Printed: 11/02/17 15:45
Ship to:(1200)
VILLAGE OF OAK BROOK
INFORMATION TECHNOLOGY
1200 OAK BROOK ROAD
OAK BROOK IL 60523
ATTN: JIM FOX
Slsm Cuss a P.C.#
Ordered Ship Date Ship Via Terms
S7 OAl2JF RENEWAL
11/02/17 11/02/17 NET 15 DAYS
Ordered
Item/Description Price
Total
1/EA
82-000-000 4,374.100/EA
4,374.10
#010
IYR ON-SITE WARRANTY W/BATTERY COVERAGE
SIN: BJ461P0007
12/08/17-12/07/18
7X24 COVERAGE
FULL BATTERY COVERAGE
SERVICE ZONE 1
INCLUDES ANNUAL 5X8 UPS PREVENTIVE MAINTENANCE
SRR101201AF1B5
iiEA
82-000-000 4,374.100/EA
4,374.10
4020
lYR ON-SITE WARRANTY W/BATTERY COVERAGE
SIN: BJ461P0008
12/08/17-12/C7/18
7X24 COVERAGE
FULL BATTERY COVERAGE
SERVICE ZONE 1
INCLUDES ANNUAL 5X8 UPS PREVENTIVE MAINTENANCE
SRRIC1201AFlES
I
i
Total
8,748.20
-Original-
SEPS, Inc.
7531 Brush Hill Rd.
Burr Ridge, IL 60527
630.986.8899
www.seps-inc.com
Bill to: (OAl2JF)
VILLAGE OF OAK BROOK
INFORMATION TECHNOLOGY
1200 OAK BROOK ROAD
OAK BROOK IL 60523
ATTN: JIM FOX
630-368-5174
INVOICE/ACKNOW
1/674400
Date: 11/02/17 BY: mikeh
Printed: 11/02/17 15:37
Page: 1 of 1
Ship to:(1200)
VILLAGE OF OAK BROOK
INFORMATION TECHNOLOGY
1200 OAK BROOK ROAD
OAK BROOK IL 60523
ATTN: JIM FOX
Slsm Cust $ P.O.!!
Ordered Ship Date Ship Via Terms
S7 OAl2JF RENEWAL
11/02/17 11/02/17 NET 15 DAYS
Ordered
Item/Description. Price Total
1/EA
82-000-000 3,433.280/EA 3,433.281
4010
1YR ON-SITE WARRANTY WJBATTERY COVERAGE
SIN: FE10K04392
12/01/17-11/30/18
7X24 COVERAGE
FULL BATTERY COVERAGE
SERVICE ZONE 1
INCLUDES ANNUAL SX8 PREVENTIVE MAINTENANCE
SRR101001AF1BS
Total 3,433.28
-Original-