Outdoor Warning Sirens Annual Preventative MaintenanceVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
f�.
This AGREEMENT is dated as of the " day ofOXk 017 ("Agreement'j, 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 BRANIFF
COMMUNICATIONS, INC., 4741 W. 136" Street, Crestwood, Illinois 60445 ("Consultant").
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 Villagesult
retains the Consultant to perform, and the Conant agrees to
perform, all necessary services to perform the work in
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Annual Preventative Maintenance for (4) Outdoor Warning
Sirens from November 1,1017— October 31, 1018
TIME OF PERFORMANCE. The Consultant shall perform
and complete the Services as mutually agreed upon between
Village and Consultant ("Time of Performance'D.
SECTION 2. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed 52,240.00, 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 Consultant 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 Consultant.
SECTION 3. REPRESENTATIONS OF
CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
standards of professional practice, care, and diligence
practiced by recognized consultants 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 Consultant 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 consultants providing
services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 4. INDEMNIFICATION; INSURANCE;
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant 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
Consultant'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 Consultant acknowledges
and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant'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 Consultant as the
result of the execution of this Agreement.
SECTION 5. GENERAL PROVISIONS.
A. Relationship of the Parties. The
Consultant 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
Consultant; or (2) to create any relationship between the
Village and any subcontractor of the Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (1)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the
Consultant 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 Consultant represents
and certifies that the Consultant 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 Consultant 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 5/11-42.1-1 et seq.; or
(2) a violation of either Section 3313-3 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 Consultant
has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant 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 Consultant.
In the event that this Agreement is so terminated, the
Consultant 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.
Consultant 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; 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. Consultant shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant 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 Consultant's, 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 Consultant 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 Consultant'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 Consultant,
any and all costs, including attorneys' fees and administrative
expenses, incurred by the Village as the result of any Event of
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
G. Assignment. This Agreement may not be
assigned by the Village or by the Consultant 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: (t) 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, IT Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
Braniff Communications, Inc.
4741 130 Street
Crestwood, Illinois 60445
Attention: Jeffrey M. Ryba, President
1. Waiver. Neither the Village nor the
Consultant 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 Consultant to exercise at any time
,..I;.lI I Ighh 'hal; not hr derr.r.:d ar Co 11 ii r1;o.I as a o,tncr
f hat ;:gIu.:lot '11;111 t! I, Iall" re % on i of a!I:Cl !L, Vi l lne_e . m
tha Crrmuitan4'3 rieht to enforce such iiglrtc nr an, olInr
r`4,1'
J. "Third Parts Iicneticins-,. No claim as a lard purh
hrnctkl:t , under !his .N areement hs rm.prnun. Inn:. .0
t „�rtn;or'hall be rnaJC nr he c.iiid agdMSE the N5hile
K (,unvnine Lara. Thi', :llp,t Imi'm and Ili, nelr!, ,
`) ... =: r ::ouh;u. unds, t6 1 crnr_t.. ;F,:II 'e
'n!tr,:.,'I:,. 1 t'O ruin to Ihi eticm..:' U., Na "a On. "milm
of W, rubs. of the 5 -me of Illino: , the come An an; kgal
r'b�ni ,rs,lu in nm[a:cfi(:- with flits A,reen:ent +Irak I)v m
the T'ac'it r ;,ort of Dol'aec Comm lilau,i;
I f>hibitF. H all, conOtc! "s1> hcraeru hi.:i onnarl
and .url v0of![;ut.tched hereto. the tcous ul Ihi. t:'ontraei
-S,d; txr. ad
i
t. �aa_Lgtc Pr.:,., N'iilatc CF: rt.
13:
I is i:• t. r -(I < , � ! 1r� ,._,: . t:• .
M. No Miclosure of Confidential Informatiun br" the
Cotaultant. 'Iit. Consuhant lcknoo lcdc,es that it shill. in
perfbnning the tier, ices for the Viilae_e undo this Agrecmen6
have access, 'n bedlrced} or iud¢ccd� 6"Nposvd. to
Contidertiul Inlbrmation. the Consultant .shalt hold
coulidenttal all i, onfidential Information and shall nut dr,elose
or u,a arch Coul:deatial Inlonutuun uitiw::t the r\}xess p:iur
Wnwrl Consent .,f the village I"he Consoltanl shall uac
rc:auoahle 111V'Val ec al Ieas' 'as alrtct as those the 11119ulta:a
U>e, to PRACCI i;> oan iwtlidantud information. Such
.r:e til k" .haif ;nCludc, "allow Iles ha•ior. ne,nnrne
amplu,ee, and .uhconvackws of the Cenak m in seemv it
out lla a me a,_ ennrm RR" ubtAmV mum a,
C orf derilial In A.,roation
\I
4_
cone\. villaec Maaagcr
BRANIFF COMMI: Nit'ATIONS, IS(
ol Its io(f a, ,� '_4
EXHIBIT A
(Agreement # PMA -05010808 dated October 1, 2017)
i )c!Ill •; '"'1117
V'llls;Cc O1 O21k Brook
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14V Outdoor NA arning Siren System Annual Preventative NI a intenancc A4,reement
Ren"%al -Agreement No.: I'MA-0n(HOSOR
1)ear AIr .'+,.,�
flea¢: lied -:ild 'ctl nuI`lniCC 71HO',11 71 iicmizinL Illc rcnet+al of oln" Pit:venuakc
?t1:untrmmcl Agreorneni for dlo ()old of A arllillL Siron S\mem ill the Village of lira„ k fnr
1111 period hom Nowmhct i, .'.017 111M Ot l[Oher 31. 2018. (film trill continuo :Our Coccraze of
our _yislin;t sircl:s liir :I pt2riod A one ( I) <cnr. We gill continue nur nl'ImIcnanco prat r;nn as.
v UlIiilCti on the CI'}CIJSCt1 .'1 _I'CC❑lent Flild Addi;ildum A dOCLMICIIIS.
I^u:uc sil-n both nrpies ol, the ClICIoSCLI Agecinem. a5 troll ns rile allpticahlc Ad,.lcndunl(,I.
;elain amt 11 �iLnt d nriLinal fix mar records and return one 1. 1) tii_ned oriL!in;ll tcitll a check ar
purchase order if required. no lata than Octol,m ,1. 21117 so that your covcrIl,ic gill not he
inicrruptcd. In lilt oveni rte do 1101 receive the ,igncd ae.rcement mic%kal prior to Oetohcr 31.
;17. lhr acrttnient trill espir, and anv reduestctl servicr to lhr ,iren syslcm will bC I)VI lilrined
+111 I Iflili' :Wid Malo-ial h:.lxrs until the:trrckdmcm IS rcnct<cd.
Oil hdlall Of IfC!I11Ii ( tiJnillUnitail011>. II1C_ I NWL11d ICRC 10 ihank 1011 J'w �rwni nd our firm i w
opportunity ro prot7tic Illi Villagc of Oak Brook tcilh file ondosed Maintenance ;1+�rcelntnl
PL'neVt sl and L:melld ow 1JlliXl'CSt ;MMVMt Ill NSSISIt1lil 11111 UItll tlll 1011}-Ivl"ffl ILIInrc Support :inn
matin n ince oh the Outdoor Warning .Sirarl System equipment "IC irtll appnci;ue your
htlsiress.
shkw1d wu {11111 ait't tltltl-:ntR1ti U!' 11 ltrili11i) (.OnrmLI11fC811O11S_ Ilse. C:fll Pllc'1 :7nF 11fr(hel'
(i tiSl i(il11CC_ plCase dOi'l ho>ilaw III Cowzwt 115 Hf four ewlicst Coll%enieq Ce.
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BRANIFF COMMUNICATIONS, INC. AGREEMENT NO.: PMA-050108OB
4741 W. 136THST., CRESTWOOD, ILLINOIS 60445 OUTDOOR WARNING SIREN SYSTEM
VOICE: (708) 597.3200 FAX: (708) 597.3307 PREVENTATIVE MAINTENANCE SERVICE AGREEMENT
CUSTOMER NAME
MODEL DESCRIPTION AND SITE LOCATION
AGREEMENT DATE'.
AGREEMENT TYPE
VILLAGE OF OAK BROO K
FEDERAL SIGNAL 2001 SERIES, AC/DC OPERATED, OUTDOOR WARNING
10/1/2017
❑ NEW ® RENEWAL
BILL TO ADDRESS
SIRENS COMPLETE WITH ALL RELATED POLE -MOUNTED SIREN MOTOR/RF
AGREEMENT COVERAGE FERIOD
1200 OAK BROOK ROAD
11/l/2017-10/31/2018
CITY
STATE
ZIP CODE
MAINTENANCE INSPECTIONINTERVAL
SERVICE TYPEICOVERGAGE
OAK BROOK
BUTTERFIELD COUNTRY CLUB
IL
60523
®ANNUAL ❑OTHER
❑ T&M O AGREEMENT
ADMINISTRATIVECONTACT NAME
PHONEFAX
APPLICABLE ADDENDUMS
JIM FOX
630-368-5000
630-368-5174
❑ NONE ® ADDENDUM A ❑ ADDENDUM B
INSPECTION REPORT CONTACT NAME
TOTAL AMOUNT OF MAINTENANCE AGREEMENT
NAME
JIM FOX
mmitBRANIFF
Q€D
COMMUNICATIONS, INC.
INSPECTION REPORTCONTACT E-MAIL
AODRE55
JFOX OAKBROOK.ORG
wo 0.v
6 F Z
4741 WEST 136TH STREET
CITY
STATE
ZIP CODE
zH
.4 � I
sew
CRESTWOOD
IL
60445
CONTACT
PHONE
1 1
FAX
SERVICE DEPT.
708-597-3200
708-597-3307
QTY.
MODEL DESCRIPTION AND SITE LOCATION
PER UNIT
EXTENDED
4.00
FEDERAL SIGNAL 2001 SERIES, AC/DC OPERATED, OUTDOOR WARNING
$560.00
$2,240.00
DATE
SIRENS COMPLETE WITH ALL RELATED POLE -MOUNTED SIREN MOTOR/RF
10/1/2017
CONTROLS AND ELECTRICAL DISTRIBUTION EQUIPMENT, INCLUDING
BATTERIES, AT THE FOLLOWING SITE LOCATIONS:
BUTTERFIELD COUNTRY CLUB
22ND AND ROUTE 83
1915 YORK ROAD
SPRING ROAD & MADISON
TOTAL AMOUNT OF MAINTENANCE AGREEMENT
$2,240.00
PLEASE SEE REVERSE SIDE OF THIS DOCUMENT FOR TERMS AND CONDITIONS OF THIS MAINTENANCE AGREEMENT.
CUSTOMER AGENT I REPRESENTATIVE (PRINT NAME)
BRANIFF COMMUNICATIONS, INC.
JEFFREY M. RYBA,_PRESIDENT
SIGNATURE
SIGNATURE-.`
DATE
DATE -
10/1/2017
YOCtwEM]tWU, REV,ni]M6
TERMS AND CONDITIONS
This Mair„enance Service Agreement, (this Agreement), is between BRANIFF COMMUNICATIONS, INC., a corporation, ("BRANIFF") and the
("CUSTOMER") as indicated on the reverse side of this Agreement. In consideration of the mutual agreement herein contained, BRANIFF and the
CUSTOMER agree as follows'.
1-1 Subject to the terms and provisions of this Agreement, BRANIFF, hereby agrees to maintain and service equipment, (the OUTDOOR
WARNING SIREN EQUIPMENT), described on the reverse side of this Agreement including the referenced and/or attached Addendum(s) beginning
and ending on the dates indicated.
2.) CUSTOMER hereby agrees to pay BRANIFF the total of annual charge(s) set forth on the reverse side for the teen of this Agreement in
one or more annual payments), due on the date(s) hereof. In addition CUSTOMER shall pay for any applicable sales, use, excise or other taxes, g
any, which may be imposed upon the furnishings of parts, components or services pursuant of this Agreement In cases where the CUSTOMER Is
exempt from such taxes, an exemption certificate must be furnished by CUSTOMER.
3.) After the term of this Agreement, this Agreement may be renewed by mutual agreement of the parties, in writing. BRANIFF shall have
the option to change and/or revise annual charges for the Agreement renewal and shall notify CUSTOMER of such revisions within thirty (30) day
written notice from end of the Agreement teen.
4.) BRANIFF shall perform as obligation hereunder during normal business hours at the location(s) of the equipment as provided by the
CUSTOMER and indicated on the reverse side of this Agreement in accordance with the referenced and/or attached Addendum(s) of this Agreement
as outlined on our inspection reports pertaining to each siren.
5.) The service to be performed by BRANIFF hereunder shall consist of repair or replacement of the EQUIPMENT and parts and
components thereof which have malfunctioned a become inoperative in normal wear and usage as outlined on referenced and/or attached
Addendum(s), but shall not include interface equipment or, in the instance of radia products, antennas, external microphones and other accessory
items. This Agreement does not extend to repair or replacement of the EQUIPMENT or parts or components thereof which have malfunctioned or
became Inoperative for any other reason, Including but not limited to misuse, abuse, vehicular accident, fire, natural disaster, explosion or other
casualty, or modification or alteration by any party other than BRANIFF.
6.) BRANIFFS obligation to service the EQUIPMENT pursuant to this Agreement shall consist of its obligation of repair or replacement
herein above set forth. In the event of any breach of such obligation by BRANIFF, CUSTOMER'S sole remedy shall be to terminate this Agreement
and receive from BRANIFF the lesser of: (i) the actual and reasonable cost of such repair or replacement by another party; or (ii) the monthly charges
theretofore paid by CUSTOMER in respect of such of the EQUIPMENT for which breach is claimed by CUSTOMER. In no event shall BRANIFF be
responsible for consequential damages or other tlamages, such as, but not limited to, loss of profits, cost of purchasing or renting replacement
equipment, or loss of use of the EQUIPMENT or the site where the EQUIPMENT is installed, This limitation on the liability of BRANIFF shall not
extend to any claim for damages arising out of injury to person or property directly and proximately caused by the EQUIPMENT.
7.) BRANIFF shall perform its obligation hereunder at the sites as designated by the CUSTOMER. The CUSTOMER shall be responsible
for providing access to the EQUIPMENT as well as providing a safe and suitable working site, and shall be responsible for additional costs or expenses
Incurred by BRANIFF in performing services at such site(s), including, but not limited to transportation costs, temporary equipment rentals, employee
overtime, and additional labor costs resulting from utilization of local union workmen to conform with any agreement or other requirements affecting
such work shafts).
B.) Any item of the EQUIPMENT which is not new or which has not been subject to a maintenance service agreement with BRANIFF
immediately prior to this Agreement shall be inspected by BRANIFF at CUSTOMER'S request and restored to operative condition at the expense of
CUSTOMER. In the event that BRANIFF is unable to restore the EQUIPMENT to operative condition, then effective upon the date of notice of such
fact to CUSTOMER, this Agreement shall be terminated as to such EQUIPMENT and the charges hereunder equitably reduced. Such termination
shall have no effect as to any other EQUIPMENT herein above specified, and in addition, CUSTOMER shall pay BRANIFF its reasonable charges for
parts and labor expended in as attempt to restore such EQUIPMENT to operative condition.
9.) BRANIFF warrants that parts, components and services furnished pursuant to this Agreement shall be commercially free from defects
of material and workmanship at the time EQUIPMENT is being serviced. Any claim for breach of this warranty shall be ineffective unless written notice
thereof shall be given to BRANIFF within the period of one year from the date hereof. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND OF ANY OTHER TYPE, WH ETHER EXPRESS OR IMPLIED.
10.) BRANIFF shall use reasonable diligence to perform its obligation hereunder on a commercially timely basis but subject to delays or
failure resuiting tram fire, war, labor disputes, acts of God, governmental regulations, commercial shortages, component or material unavailability,
weather conditions, and other causes beyond its reasonable control. Performance by BRANIFF is further conditioned upon complete information or
instructions being furnished by CUSTOMER regarding inoperative or malfunctioning conditions ofthe EQUIPMENT and possible causes thereof.
11.) BRANIFF shall be responsible for all loss of or damage to the EQUIPMENT- while in the possession of BRANIFF and CUSTOMER
shall be responsible for all loss of or damage to the EQUIPMENT while in transit to or from BRANIFF'S Service Shop designated pursuant to this
Agreement. Notwithstanding the foregoing, unless otherwise instructed by CUSTOMER, BRANIFF shall insure return shipments of the EQUIPMENT
to CUSTOMER for not less than replacement value thereof and the cost of such insurance shall be billed to and paid for by the CUSTOMER.
12.) CUSTOMER represents and warrants that: (i) CUSTOMER owns the EQUIPMENT or has full right of possession and use thereof
throughout the term of this Agreement; (ii) CUSTOMER has full power and authority to enter into this Agreement; and(iii) the performance of this
Agreement by BRANIFF as herein above set forth will not violate any contracts or arrangements to which CUSTOMER is a party or which may be
binding upon CUSTOMER.
13.) This Agreement may beterminated: (i) by either party hereto in whole or in part as to less than all items of the EQUIPMENT upon
giving the other party ninety (90) days advance written notice of its intent to terminate; c(ii) by CUSTOMER upon giving BRANIFF written notice
thereof within 15 days atter BRANIFF shall have designated a different service facility pursuant to paragraph 3 hereat Upon the effective date of any
such termination all rights and obligations hereunder shall cease and terminate except that: (i) BRANIFF shall complete all services herein required of
it with respect to EQUIPMENT theretofore delivered to BRANIFF and shall return same to CUSTOMER; (II) CUSTOMER shall pay for all charges or
other costs accruing prior to the effective date of termination or with respect to EQUIPMENT thereafter returned to CUSTOMER by BRANIFF; and (iii)
BRANIFF shall return to CUSTOMER all payments made by CUSTOMER applicable to terminated maintenance services to have been rendered by
BRANIFF subsequent to the effective date of termination.
14.) This Agreement constitutes the only agreement between BRANIFF and CUSTOMER respecting the subject matter hereof and
supersedes all prior agreements or understands, whether written or oral. This Agreement may not be amended or modified except in a writing signed
by BRANIFF and CUSTOMER. Neither party may assign any rights hereunder without the prior written consent of the other. This Agreement shall be
solely for the benefit of BRANIFF and CUSTOMER and no other party shall have any rights hereunder.
Terms Revision 1-5-2012
ADDENDUM A
AGREEMENT NO. PMA -0501080B
OUTDOOR WARNING SIREN SYSTEM
PREVENTATIVE MAINTENANCE SERVICE AGREEMENT
A.1 PREVENTATIVE MAINTENANCE INSPECTION INTERVAL AND COVERAGE
A.1.1 Pricing itemized in this agreement includes an annual on -sae preventative maintenance inspection ' rt al each of the (4) seaming siren silex
in the Village of Oak Brook.
A.1.2 Pricing itemized in this agreement includes all applicable travel time associated with the on -sae, preventative maintenance inspections.
A.1.3 In addition to the W -sae preventative maintenance inspection(s), Brants Communications, Inc. shall Provide held service repair in the event
of equipment failure(s) discovered during regular monthly testing of the system or other system testing and/or monitoring procedures and
shall respond to such service requests within 72 hours, weather permitting. These repairs. caused by normal wear and tear and necessary
to maintain the preparedness of the warning system, include all applicable travel and on -sae repair labor. Also included, are all required
minor replacement parts such as switches. relays, Deas, fuses, semiconductors, or any minor par with a published list price of $50.00 or less.
A.1 A This Preventative Maintenance ServiceAgreement 90el 021 _Mluge the 1*01000ment of maror warrimn siren components, including the repair
labor associated with the replacement of these components, including but not limited to;
A.1 4.1 RF Siren Controller including FM Receiver, Tone Decoder and Timer
A.1.4.2 Main Siren Horn Assembly
A.1.4.3 Siren Chopper Motor Assembly
AAAA Chopper Housing Assembly (T-1000/10038 2001 Series)
AA.4.5 Siren Rotator Motor/Gear Reducer Main Assembly
AAAS Blower Motor/PUMP/Housing Assembly (T100Wl D03 Series)
A.1.4.7 Pole -Mourned Enclosures, including Motor Controls and Battery Storage
A.1.4.5 Treated Wooden Utility Pole / Galvanized Steel Pole.
AAS In the event of a non -covered repair, Braniff Communications, Inc. will submit a detailed labor and pans estimate of the repair cost in
accordance to the rates itemized under hems A.5 and A.6., and will delay such repairs) until the Village of Oak Brook issues a repair purchase
order. Such delay shall not Interfere with the scheduled maintenance on the balance of the warning system.
A.2 WARNING SIREN SITE ACCESS
A.2.1 The Village of Oak Brook shall be responsible to provide for, or facilitate, access by 8ranaf-owned vehicles including aerial bucket truck(s)
and Service Vans) at each warning siren she as required to perform the preventative malmenance Inspection(s) or repairs.
A.2.2 She landscape resloration shall be incidental and is not provided for, nor included, in this agreement.
A.3 APPLICABLE MAINTENANCE INSPECTION SCHEDULE(S)
A.3.1 Preventative maintenance inspections shall be performed in accordance with, as well as documented per. Braniff inspection schedule(s)
#2001 DC.
AA SIREN SYSTEM ACTIVATION CONTROL B STATUS MONITORING STATIONS
AAA Unless specified and listed on the Preventative Maintenance Service Agreement, any required or recommended equipment inspection and/or
repair, including troubleshooting, training and re -alignment required al any applicable Municipal Police/Fire/EMA fadlity, and/or contracted
dispatching agent's facility, should be referred to the equipment service provider under contract or shall be performed, by Brants, in
accordance to the rates itemized under hems A.5 and A.6.
A.5 SERVICE LABOR RATES
A.5.1 Warning siren site and/or activation control a monitoring station equipment repair, not covered under the Preventative Maintenance Service
Agreement as listed under A.1 and A.4, shall be performed according to the labor rates listed herein.
A.5.2 A Service Cali or Travel Labor Charge of $0.00 Per hour shall apply to each hour of travel time and will be billed in X hour increments.
A.5.3 Braniff Communications, Inc. shall supply, as required and requested by the. Village of Oak Brook a Field Service Technician I Service Van
at a rate of $120.00 per on-site hour billed in % hour increments.
A.5.4 Braniff Communications, Inc. shall supply, as required and requested by the Village of Oak Brook, an Aerial Bucket Truck with Operator in e
rate of $145.00 per hour, portal to portal.
A.5.5 Braniff Communications, Inc. shall supply, as required and requested by the Village Of Oak Brook, an additional Field Service Technician at
a rate of $75.00 per hour, portal to portal.
A.5.6 When and as applicable, Braniff Communications, sro. shall conform to the regulations, requirements and rales set forth under the Illinois
Wages of Employees on Public Works AU (820 ILCS 130/1-12).
A.6 PARTS / MATERIAL DISCOUNT AND PROCUREMENT
A.6.1 Any required replacement pans, including replacement batteries, shall be furnished by Braniff Communications, Inc. at a discounted rate of
15% off published list price.
A.6.2 Any proprietary pans that may be required, other then those manufactured by, or utilized by. Federal Signal Corporation, may be available
for sale to the end-user only. Under such circumstances, the Village of Oak Brook shall assist Braniff Communications, Inc. in securing any
such applicable parts) as required.
A.6.3 In the event of pan unavailability due to product obsolescence, Braniff Communications, Inc. shall diligently pursue the procurement of
equivalent substitute, refurbished, a used pants) to complete warning siren equipment repair(s). Under certain circumstances, equivalent
substitute, refurbished, or used pans may not be available and replacement components or product shall be quoted.
Preventative Maintenance Service Agreement No. PMA -051-010808, Add
Village of Oak Brook
IL—
Jeffrey-M. Ryba, President r Customer Agent / Representative
Braniff Communication§; lac. - Village of Oak Brook
10/1/2017