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Village-wide Fire Alarm and Sprinkler Insp. and Test. Srvs. VILLAGE OF OAK BROOK CONTRACT FOR THE VILLAGE WIDE FIRE ALARM AND SPRINKLER INSPECTION AND TESTING 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, and agrees, that Contractor shall, at its sole cost and 5. Miscellaneous. Do all other things required expense, provide, perform, and complete, in the manner of Contractor by this Contract; and specified and described, and upon the terms and conditions set forth, in this Contract, all of the following, 6. Qualit . Provide, perform, and complete all all of which is herein referred to as the"Work": of the foregoing in a proper and workmanlike manner, consistent with the standards of 1. Labor, Equipment, Materials, and Supplies. recognized professional firms in performing Provide, perform, and complete, in the Work of a similar nature, in full compliance manner specified and described in this with, and as required by or pursuant, to this Contract, all necessary work, labor, services, Contract, and with the greatest economy, transportation, equipment, materials, efficiency, and expedition consistent supplies, information, data, and other means therewith, with only new, undamaged, and and items necessary for Village-Wide Fire first quality equipment, materials, and Alarm and Sprinkler Inspection and Testing supplies. Services, as specified in Exhibit A, attached hereto, in Oak Brook, Illinois 60523 ("Work B. Performance Standards. Contractor Site"); acknowledges and agrees that all Work shall be fully provided, performed, and completed in accordance with 2. Permits. The Village will furnish all the specifications in Exhibit A. In the event the quality permits, licenses, and other governmental of service becomes unacceptable, the Village reserves approvals and authorizations necessary in the right to cancel the contract after giving thirty (30) connection therewith; day 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. 1 D. Inspection/Testing/Rejection. Village shall have C. TIME OF PAYMENT 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 It is expressly understood and agreed that the judgment, defective or damaged or that in any way fails Village shall only make any final payments upon to conform strictly to the requirements of this Contract completion of the work and final approval. and the Village, without limiting its other rights or remedies, may require correction or replacement at All payments may be subject to deduction or Contractor's cost, perform or have performed all Work setoff by reason of any failure of Contractor to necessary to complete or correct all or any part of the perform under this Contract. Each payment Work that is defective, damaged, or nonconforming and shall include Contractor's certification of the charge Contractor with any excess cost incurred thereby, value of, and partial or final waivers of lien or cancel all or any part of any order or this Contract. covering, all Work for which payment is then Work so rejected may be returned or held at Contractor's requested and Contractor's certification that all expense and risk. prior payments have been properly applied to the payment or reimbursement of the costs with 2. Contract Price respect to which they were paid. Contractor acknowledges and agrees that Contractor 3. Contract Term shall take in monthly payments for all Work and other The term of this Agreement shall be for one (1) year matters set forth under Section 1 above, including beginning March 1, 2022 through February 28, 2023. 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 following the the compensation set forth below. Village's acceptance of this Contract, or as otherwise agreed to by the parties, provided Contractor shall have A. SCHEDULE OF PRICES furnished to the Village all bonds and all insurance certificates specified in this Contract ("Commencement For providing, performing, and completing all Date"). Work, the Not-To-Exceed Contract Price of $4,670.00 ($2,505.00 for Fire Alarm 4. Financial Assurance Inspection and Testing. and $2,165.00 for Sprinkler Inspection and Testing) A. Bonds. If the total contract cost is $20,000.00 or more, the Contractor acknowledges and agrees that TOTAL CONTRACT PRICE (in writing): Contractor shall provide a Performance Bond, on forms provided by, or otherwise acceptable to, the Village, from Four Thousand Six Hundred and Seventy a surety company acceptable to the Village, each in the Dollars Only penal sum of the Contract Price, within 10 days following the Village's acceptance of this Contract. B. BASIS FOR DETERMINING PRICES B. Insurance. Contractor acknowledges and agrees It is expressly understood and agreed that: that Contractor shall provide certificates of insurance evidencing the minimum insurance coverages and limits 1. All prices stated in the Schedule of Prices set forth in Exhibit B within 10 days following the are firm and shall not be subject to Village's acceptance of this Contract. Such policies shall escalation or change; be in form, and from companies, acceptable to the Village. The insurance coverages and limits set forth 2. The Village is not subject to state or local Exhibit B shall be deemed to be minimum coverages and sales, use, and excise taxes, that no such limits and shall not be construed in any way as a taxes are included in the Schedule of Prices, limitation on Contractor's duty to carry adequate and that all claim or right to claim any insurance or on Contractor's liability for losses or additional compensation by reason of the damages under this Contract. The minimum insurance payment of any such tax is hereby waived coverages and limits that shall be maintained at all and released; times while providing, performing, or completing the Work are as set forth in Exhibit B. 3. All other applicable federal, state, and local taxes of every kind and nature applicable to C. Indemnification. Contractor acknowledges and the Work are included in the Schedule of agrees that Contractor shall indemnify and save Prices. harmless the Village, its officers, officials, employees and volunteers, against all damages, liability, claims, losses, and expenses (including reasonable attorneys' fee) that may arise, or be alleged to have arisen, out of Contractor's performance of, or failure to perform, the 2 Work or any part thereof, or any failure to meet the Section 33E-4 of Article 33 of the Criminal Code of 1961, representations and warranties set forth in Section 6 of 720 ILCS 5/33E-1 et seq. this Contract. D. Qualified. Contractor has the requisite D. Penalties. Contractor acknowledges and agrees experience, ability, capital, facilities, plant, organization, that Contractor shall be solely liable for any fines or civil and staff to enable Contractor to perform the Work penalties that are imposed by any governmental or successfully and promptly and to commence and quasi-governmental agency or body that may arise, or be complete the Work within the Contract Price and alleged to have arisen, out of or in connection with Contract Time set forth above. Contractor's performance of, or failure to perform, the Work or any part thereof. 7. Acknowledgements 5. Firm Proposal In submitting this Contract, Contractor acknowledges and agrees that: All prices and other terms stated in this Contract are firm and shall not be subject to withdrawal, escalation, A. Reliance. The Village is relying on all or change. warranties, representations, and statements made by Contractor in this Contract. 6. Contractor's Representations and Warranties B. Acceptance. If this Contract is accepted, In order to induce the Village to accept this Contract, Contractor shall be bound by each and every term, Contractor hereby represents and warrants as follows: condition, or provision contained in this Contract. A. The Work. The Work, and all of its components, C. Remedies. Each of the rights and remedies shall strictly conform to the requirements of this reserved to the Village in this Contract shall be Contract, including, without limitation, the performance cumulative and additional to any other or further standards set forth in Subsection 1B of this Contract; remedies provided in law or equity or in this Contract. and shall be fit, sufficient, and suitable for the purposes expressed in, or reasonably inferred from, this Contract D. Time. Time is of the essence in the performance and the warranties expressed herein shall be in addition of all terms and provisions of this Contract and, except to any other warranties expressed or implied by law, where stated otherwise references in this Contract to which are hereby reserved unto the Village. days shall be construed to refer to calendar days and time. B. Compliance with Laws. The Work, and all of its components, shall be provided, performed, and completed E. No Waiver. No examination, inspection, in compliance with, and Contractor agrees to be bound investigation, test, measurement, review, determination, by, all applicable federal, state, and local laws, orders, decision, certificate, or approval by the Village, whether rules, and regulations, as they may be modified or before or after the Village's acceptance of this Contract; amended from time to time, including without limitation, nor any information or data supplied by the Village, if applicable, the Prevailing Wage Act, 820 ILCS whether before or after the Village's acceptance of this 130/0.01 et secl.; any other prevailing wage laws; any Contract; nor any order by the Village for the payment of statutes requiring preference to laborers of specified money; nor any payment for, or use, possession, or classes; any statutes prohibiting discrimination because acceptance of, the whole or any part of the Work by the of, or requiring affirmative action based on, race, creed, Village; nor any extension of time granted by the Village; color, national origin, age, sex, or other prohibited nor any delay by the Village in exercising any right classification; and any statutes regarding safety or the under this Contract; nor any other act or omission of the performance of the Work. Further, Contractor shall Village shall constitute or be deemed to be an acceptance have a written sexual harassment policy in compliance of any defective, damaged, or nonconforming Work, nor with Section 2-105 of the Illinois Human Rights Act operate to waive or otherwise diminish the effect of any during the course of the work. representation or warranty made by Contractor; or of any requirement or provision of this Contract; or of any C. Not Barred. Contractor is not barred by law remedy, power, or right of the Village. from contracting with the Village or with any other unit of state or local government as a result of (i) a F. Severability. It is hereby expressed to be the delinquency in the payment of any tax administered by intent of the parties to this Contract that should any the Illinois Department of Revenue unless Contractor is provision, covenant, agreement, or portion of this contesting, in accordance with the procedures Contract or its application to any Person or property be established by the appropriate Revenue Act, its liability held invalid by a court of competent jurisdiction, the for the tax or the amount of tax, as set forth in 65 ILCS remaining provisions of this Contract and the validity, 5/11-42.1-1; or (ii) a violation of either Section 33E-3 or enforceability, and application to any Person or property shall not be impaired thereby, but the remaining 3 provisions shall be interpreted, applied. and enforced so ascertained by the Department of Labor and made as to achieve, as near as may be, the purpose and intent available on the Department's Official website, or of this Contract to the greatest extent permitted by determined by the court on review, shall be paid for each applicablelaw. craft or type of worker needed to execute this contract or to perform such work, and it shall be mandatory upon G. Amendments and Modifications. No amendment the contractor to whom the contract is awarded and upon or modification to this Contract shall be effective until it any subcontractor under him, to pay not less than the is reduced to writing and approved and executed by the specified rates to all laborers, workers and mechanics corporate authorities of the parties in accordance with all employed by them in the execution of this contract. applicable statutory procedures. L. Conflicts of Interest. Contractor represents and H. Assignment. Neither this Contract, nor any certifies that, to the best of its knowledge, (1) no elected interest herein, shall be assigned or subcontracted, in or appointed Village official, employee or agent has a whole or in part, by Contractor except upon the prior personal financial interest in the business of the written consent of the Village. Please see note below. Contractor or in this Agreement, or has personally received payment or other consideration for this I. Governing Law; Venue. This Contract shall be Agreement; (2) as of the date of this Agreement, neither governed by, construed and enforced in accordance with Contractor nor any person employed or associated with the internal laws, but not the conflicts of laws rules, of Contractor has any interest that would conflict in any the State of Illinois. Venue for any action arising out of manner or degree with the performance of the or due to this Contract shall be in the Circuit Court for obligations under this Agreement; and (3) neither DuPage County, Illinois. Contractor nor any person employed by or associated with Contractor shall at any time during the term of this J. Certified Payrolls. Contractor shall, in Agreement obtain or acquire any interest that would accordance with Section 5 of the Illinois Prevailing Wage conflict in any manner or degree with the performance of Act. 820 ILCS 130/5, submit to the Village, and upon the obligations under this Agreement. activation of the database provided by 820 ILLS 130/5. 1 to the Department of Labor, on a monthly basis, a M. Exhibits and Other Agreements. If any conflict certified payroll. The certified payroll shall consist of a exists between this Agreement and any exhibit attached complete copy of those records required to be made and hereto or any other Agreement between the parties kept by the Prevailing Wage Act. The certified payroll relating to this transaction, the terms of this Agreement shall be accompanied by a statement signed by the shall prevail. Contractor or subcontractor which certifies that: (1) such records are true and accurate; (2) the hourly rate paid is N. No Disclosure of Confidential Information by not less than the general prevailing rate of hourly wages the Consultant. The Consultant acknowledges that it required by the Prevailing Wage Act; and (3) Contractor shall, in performing the Services for the Village under or subcontractor is aware that filing a certified payroll that he or she knows to be false is a Class A this Agreement. have access, or be directly or misdemeanor. A general contractor may rely upon the indirectly exposed, to Confidential Information. The certification of a lower tier subcontractor. provided that Consultant shall hold confidential all Confidential the general contractor does not knowingly rely upon a Information and shall not disclose or use such subcontractor's false certification. Upon seven business Confidential Information without the express prior days' notice. Contractor and each subcontractor shall written consent of the Village. The Consultant shall make available for inspection and copying at a location use reasonable measures at least as strict as those the within this State during reasonable hours, the records Consultant uses to protect its own confidential required to be made and kept by the Act to: (i) the information. Such measures shall include, without Village. its officers and agents; (ii) the Director of Labor limitation, requiring employees and subcontractors of and his deputies and agents; and (iii) to federal. State. or the Consultant to execute a non-disclosure agreement local law enforcement agencies and prosecutors. before obtaining access to Confidential Information. K. Prevailing Wage. Pursuant to Section 4 of the Prevailing Wage .Act is not applicable to Testing Fire Alarni Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor Systems and Testing Sprinkler systems. The Prevailing Wage Act agrees and acknowledges that not less than the does cover any repairs. service or installation work and as such applicable rate of prevailing of wages, as found or Affiliated Customer Service. Inc. will comply with the requirements of the Prevailing Wage Act.820 ILCS 1 30'0.01. H - Assignment - We are using Cybor Fire Protection as a Subcontractor to testine the sprinkler systems. 4 IN WITNESS WHEREOF tic pantie N'll-1,A(,'E OF OAK BROOK—w llliiiois I)a\, —U- (I 11-1� h� .',i,Llttd municipal rp�)latioll ?(I_' hmloiic Ilin— % illlwc leik AFFILIATED CU ER SERVICE, INC. By By Its. if f Its pf EXHIBIT A (PROPOSAL SUBMITTED FEBRUARY22, 2022) 6 AFFILIATED CUSTOMER SERVICE,INC. AFFILIATED TECHNOLOGIES,INC. Preventive Maintenance AFFILIATED SYSTEMS,INC. Agreement 1441 Branding Ave.,Suite 260 Ari Downers Grove,IL 60515PHONE:(630)434-7900 1 FAX:(630)434-1333 c .r 1 1 c. Agreement Number: 18211 www.AFFILIATEDINC.com DATE:02/22/2022 info@AFFII,IATEDINC.com jgentile@affiliatedinc.com FIRE ALARM SYSTEMS * EMERGENCY LIGHTING * FIRE ALARM MONITORING Effective from Effective to Inspections Please choose the preferred inspection month(s) Month Day I Year Month I Day I Year Annually JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 03 1 01 12022 02 1 28 12023 1-100% $2,505.00 Property: Village of Oak Brook Annually See list of included properties on page 3 INCLUDED COVERAGE: FIRE ALARM TEST AGREEMENT (STANDARD) At the convenience of the Customer,Affiliated will schedule the test and inspections of 100%of the Fire Alarm Equipment listed on the subsequent pages and test the operation of the panel at the scheduled intervals. During the inspection(s), Affiliated will supply two (2)trained technicians—one(1) field technician and one(1) control panel auditor. Customer will be provided with immediate documentation of test results and will be notified of any deficiencies found during the inspection(s). Upon completion of the inspection, formal documentation of test results will be available for the customer and the local fire department. Service, repair, and replacement are available on a time and material basis unless otherwise noted. Customer will receive service call priority response over non-contract customers and access to 24-hour emergency service hotline—365 days a year. Village of Oak Brook AFFILIATED CUSTOMER SERVICE,INC. (Customer) (Affiliated) 1200 Oakbrook Rd. 1441 Branding Lane; Suite 260 Oak Brook, IL Downers Grove,IL 60515 Attn: Doug Hroba P: (972)418-5935 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: 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 114 AFFILIATED CUSTOMER SERVICE,INC. AFFILIATED TECHNOLOGIES,INC. PreventiveMaintenance AFFILIATED SYSTEMS,INC. Agreement 1441 Branding Ave.,Suite 260 A •• �, ED Downers Grove,IL 60515 PHONE:(630)434-7900 1 FAX:(630)434-1333 C U:e e r sot V l 1 n c. Agreement Number: 18211 www.AFFILIATEDINC.com DATE:02/22/2022 info@AFFILIATEDINC.com jgentile@affiliatedinc.com FIRE ALARM SYSTEMS EMERGENCY LIGHTING FIRE ALARM MONITORING Effective from Effective to Inspections Please choose the preferred inspection month(s) Monthl Day Year Month Day Year Annually JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 03 1 01 12022. 02 1 28 12023 1-100% Optional Property: Village of Oak Brook Pricing Below See list of included properties on page 3 ADDITIONAL SERVICES LISTED BELOW TO BE PERFORMED BYSELECT SUB-CONTRACTORS CHOSENBYAFFILIA TED CUSTOMER SERVICE INC. **FIRE SPRINKLER TEST: (Initial) • Inspect/test existing wet/dry fire sprinkler system(s) located throughout the ten buildings listed on page three (3). To include: a visual inspection of required components throughout accessible areas from ground level. Proposal includes specific services based on the annual frequency requirements of NFPA 25(2020 ED).All applicable authorities having jurisdiction should be consulted to verify the annual frequency service satisfies the requirements to ensure a reasonable degree ofprotection. "This option is available only with the acceptance of the "Fire Alarm Test Agreement" option. For this additional service option ADD $2,165.00 to the FIRE ALARM TEST AGREEMENT. (To accept an additional coverage option,please initial.) 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: (972)418-5935 P: (630)434-7900 1 F: (630) 434-1333 E: dhroba@oak-brook.org Company Representative: Giuseppe Gentile Sign: Print: Mobil Number: (630) 816-1053 Title: 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 214 AFFILIATED CUSTOMER SERVICE,INC. AFFILIATED TECHNOLOGIES,INC. Preventive Maintenance AFFILIATED SYSTEMS,INC. norAgreement 1441 Branding Ave.,Suite 260 aF Downers Grove,IL 60515 PHONE:(630)434-7900 1 FAX:(630)434-1333 c"" r sr V I I"`. Agreement Number: 18211 www.AFFILIATEDINC.com DATE: 02/22/2022 info@AFFILIATEDINC.com jgentile@affiliatedinc.com FIRE ALARM SYSTEMS EMERGENCY LIGHTING FIRE ALARM MONITORING Equipment For: Village of Oakbrook 1200 Oak Brook Rd. Oak Brook, IL 60523 t6 h 3 N OD h > i +' 4/ Cfi C M u — V ate'+ O m a 3 ca O to = aL m m s° FireLite *ALL Public Works 30031orie Blvd MS4424-B 0 1 2 0 0 0 0 0 *ALL 0 Village 1200 Oakbrook FireLite Hall,FD,PD,. Rd. MS9600 1 *ALL 1 2 0 24 2 6 9 *ALL 0 725 Enterprise Fire Station 2 Dr. NFW2-100 1 *ALL 1 1 2 0 1 4 0 2 4 *ALL 0 Simplex Oakbrook Golf 2606 York Rd. 4005 0 *ALL 2 4 0 2 0 0 3 *ALL 1 Golf 810 Oakbrook Firelite Maintenance Rd. MP12 0 *ALL 1 1 2 0 4 *ALL 0 1112 Oakbrook Heritage Center Rd. NFW2-100 0 *ALL 1 1 2 1 0 0 1 1 0 1 3 *ALL 0 640 Oakbrook Salt Barn Rd. NFW-10OX 0 *ALL 0 0 1 1 2 0 3 *ALL 0 700 Oakbrook Soccer Building Rd. NFW 50 1 *ALL 1 1 1 2 0 0 2 *ALL 0 800 Oakbrook Simplex Bath and Tennis Rd. 4010 1 *ALL 1 5 1 6 2 6 7 *ALL 1 Oak Brook 600 Oakbrook Simplex Library Rd. 4005 1 *ALL 1 1 2 0 10 1 1 2 1 5 1ALL 0 *"All"refers to all corresponding devices that Affiliated has knowledge of,exist,are accessible,and are electronically connected to the main fire alarm system at the location listed above." Service Policy: Affiliated shall provide same day fire alarm service at straight time rates for all service requests called in prior to noon on Affiliated normal business days. Service requests placed after noon will be honored the next business day.Emergency service is available 24/7/365 days TESTING AND INSPECTIONS: If the inspector's test valves or main drain valves are inaccessible or conditions are inappropriate,Affiliated will conduct a mechanical test on the water flow switches and refrain from testing the main drains. Dry systems will be tested by tripping the pressure switch.Affiliated does not provide sprinkler system certifications. All devices listed as Equipment will be tested one(1)time to verify proper functioning,unless otherwise noted. Duct detectors will be tested via remote test station when available. Heat detectors will be tested in the frequency sited in NFPA 72. An elevator company or a trained staff member is to assist with testing any devices located in the elevator shafts and with elevator recall. Customer to coordinate with Electric Company and/or elevator company if necessary to complete the inspection. Customer is to provide access to all areas to be tested or serviced to avoid extra charges. If the Customer delays the service time for any reason or any additional trips are required beyond the normally scheduled inspection(s),this time may be billable to the customer. To properly test and maintain the fire alarm system,access codes and passwords must be provided to Affiliated prior to the first service or inspection date.If a lift or ladder is necessary to complete any service or testing,customer is to provide the lift apparatus to Affiliated. Customer to provide building occupants with proper notification of fire alarm test. Device quantities on the Equipment list are estimated. The agreement price may be adjusted for any substantial deviations between the estimated Equipment quantities listed and actual quantities. This agreement reflects all testing to be conducted during normal business hours of 8 a.m.-5 p.m.,Monday through Friday,except Holidays,unless otherwise noted. This agreement does not include any programming of the fire alarm system unless otherwise noted. Any parts included in this agreement will be replaced when the part is deemed by Affiliated as inoperable. Any requested variations from Affiliated's normal testing procedures might result in an additional charge. Page 3 14 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 terms 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.hr 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. 7 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. 8