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R-1174 - 04/24/2012 - AGREEMENT-TELEPHONE - ResolutionsRESOLUTION 2012- AG -TE -R -1174 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR TELEPHONE SERVICES BY AND BETWEEN THE VILLAGE OF OAK BROOK AND CALL ONE WHEREAS, the Village issued a request for proposal on March 13, 2012 to purchase telephone services ( "Services") for the Village ( "RFP'); and WHEREAS, the Village received proposals in response to the RFP from AT &T, Comcast, and Sound, Inc.; and WHEREAS, Comcast's proposal was submitted after the RFP's prescribed deadline; and WHEREAS, the Village, with the assistance of Wilson Consulting, evaluated the responsive and responsible proposals; and WHEREAS, the Village has determined that Sound, Inc. is the most qualified and lowest responsible bidder for the purchase of the Services based upon the continuity of its Services with the current telephone services purchased by the Village, the overall value of Sound, Inc.'s Services, and for its satisfaction of the evaluation criteria set forth in the RFP ( "Evaluation Criteria'); and WHEREAS, the Village found that the lowest -priced proposal for the purchase of the Services did not as adequately satisfy the Evaluation Criteria as did the proposal submitted by Sound, Inc.; and WHEREAS, Sound, Inc.'s proposal includes using Call One to provide a portion of the Services to the Village; and WHEREAS, the Village and Call One desire to execute an agreement for Call One to provide the Village the portions of the Services specified in Sound, Inc.'s proposal ( "Agreement'), attached hereto as Exhibit A; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement in a final form approved by the Village Manager and the Village Attorney; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and Call One in a form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village after review and approval of the final form of the Agreement by the Village Manager and the Village Attorney. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2012- AG -TE -R -1174 Agreement re: Telephone Services Page 2 of 3 APPROVED THIS 24th day of April, 2012 Gopal G. Lalmalani Village President PASSED THIS 24th day of April, 2012 Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis ATTEST Charlotte K. Pruss Village Clerk Resolution 2012- AG -TE -R -1174 Agreement re: Telephone Services Page 3 of 3 EXHIBIT A Renewal Customer Service Agreement This Customer Service Agreement ( "Agreement') authorizes United Communication Systems, Inc. d/b /a Call One ®, with a principal place of business at 123 North Wacker, Floor 7, Chicago, IL 60606 ( "Call One ") to provide telecommunication services ( "Services ") to the customer identified immediately below ( "Customer "). The Services provided hereby are subject to the Terms and Conditions set forth in this Agreement. Customer Village of Oak Brook Address 1200 Oak Brook Road City Oak Brook ST IL ZIP 60523 Please check box to determine term and discount [ ] 1 Year 5% discount on lines, features, and non - termed circuits [ ] 2 Year 10% discount on lines, features, and non - termed circuits [X] 3 Year 15% discount on lines and features and 25% discount on non - termed circuits Usage Rates Additional Service Rates Band A: 0.0085 $ /min Outbound ] +Interstate: 0.0290 $ /min Band B: 0.0180 $ /min Outbound I +In- state: 0.0290 $/min Band C: 0.0180 $ /min Inbound 800 /888 Interstate: 0.0290 $ /min Inbound 800/888 In- state: 0.0290 $ /min Calling Card(s)- Domestic: 0.1500 $ /min Additional Charges: Member of SPC. All rates and discounts contained in this agreement are subject to the rates and discounts contained in the SPC underlying agreement. Waive PICC fees. Service /Additional Terms: Keep Long Distance service only on DSL line 630 - 368 -5258. Do not renew the contract for DHZA.885008 under BTN 630 -Z99 -1202. Billing Telephone Numbers (BTN) associated with this account: Physical Location City, State 3003 JORIE BL 2915 OAK BROOK RD 4/24/12 Aalhorked cusromer slgnafare Dale OAK BROOK, IL nor awnnr a _ BTN 630 -218 -7101 630 - 323 -1067 Gopal G. Lalmalani Village Preside. Pd"l name Title United Communication Systems, Inc. W 123 N Wacker Drive 7th Floor - Chicago, Il. 60606 - Telephone 312 -681 -8300 - Fax 312 -681 -8301 OD Page 1 of 3 Billing Telephone Numbers (BTN) (continued): 2415 MIDWEST RD 725 ENTERPRISE DR 2606 YORK RD 800 OAK BROOK RD 810 OAK BROOK RD 140035TH 2710 MEYERS RD 1200 OAK BROOK RD 1200 OAK BROOK RD 700 OAK BROOK RD 1200 OAK BROOK RD 600 OAK BROOK RD 2213 TOWER DR 2011 WINDSOR DR 1915 YORK RD 1200 OAK BROOK RD 1200 OAK BROOK RD OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL 630 - 323 -1207 630368 -5258 630 - 368 -6419 630 - 368 -6459 630 - 368 -6469 630 - 789 -6765 630 -968 -2550 630 - 990 -0608 630 - 990 -0715 630 - 990 -1491 630 -990 -3001 630 - 990 -4820 630 - 990 -5773 630 - 990 -5775 630 - 990 -5778 630 -Z21 -7413 630 -Z99 -1202 L� Call nrer initials Call One initials j United Communication Systems, Inc. W 123 N Wacker Drive 7th Floor - Chicago, IL 60606 - Telephone 312- 681 -8300 - Fax 312- 681 -8301 Page 2 o13 Terms and Conditions 1. Term. Customer hereby orders the Local Exchange, Interexchange and miscellaneous services incident thereto as described herein (collectively, the "Services ") for the term selected by Customer on Page 1 of this Agreement (the "Term "), effective as of the date the Services are installed or first provided (the "Effective Date "). Upon expiration of the Tenn, the usage rates and monthly recurring charges applicable to a Temr other than Month- to-Month will revert to Call One's prevailing month - to-month rates unless Customer has (1) entered into a successor agreement or (2) canceled the Service, in each rase effective as of the expiration of the Term. Call One is not responsible for notifying customer of the expansion of any Term. 2. Rates. (a) Unless otherwise specified on Page 1 of this Agreement, Call One's prevailing month- to-month rates for lines, features, other monthly retuning charges and non - retuning charges (e.g., installation, service establishment and/or other non - recurring charges) will apply to the Services. By executing this Agreement, Customer acknowledges that it has received notice of and is aware of the rates and other charges that apply to the Services that are not specifically identified on Page 1 of this Agreement. If there is any change to Call One's prevailing rates or charges that apply to the Services, Customer will be notified in its monthly invoice or in the applicable state tariff, effective as stated therein. If Customer has elected a Term other than Month -to- Month, the usage rates and monthly recurring charges (each expressed as a rate or as a discount off Call One's prevailing month -to -month rates) identified on Page 1 of this Agreement will apply to the Services during the Term. (b) Call One shall also bill Customer as a separate line item all applicable federal, state and other governmental fees, surcharges and taxes. (c) Call One may, at its sole discretion, increase the rates for Band C, 1+ long distance or inbound 8001888 toll -free Services, if and to the extent the charge from the local exchange carrier to terminate the outbound calls or to originate the inbound calls exceeds twenty-five percent of the rate for that Service, and that Service will be provided on a month -to -month term. 3. Authorization. Customer authorizes Call One to act as its agent for purposes of obtaining information on Customer's existing telecommunications and related service(s) and to submit orders to reflect the Services ordered under this Agreement for the specific Billing Telephone Numbers (BTN) and /or physical locations listed below and included in any supplement to this Agreement. This grant of agency shall remain in effect until revoked by Customer. 4. Existing Commitments. (a) If Customer has an existing term commitment contract with another service provider (a'Third Party Commitment"), Customer acknowledges that, in addition to the Terms and Conditions of this Customer Service Agreement, Customer shall remain obligated under the terms of such Third Party Commitment and shall be solely responsible for any penalties, fees or charges by virtue of that Third Party Commitment. (b) If, as part of Call Ones provision of Services, Customer terminates a Third Party Commitment(s), Customer agrees that it is solely responsible for the fees associated with such termination. Further, no discount is provided for the related services unless and until Customer has agreed to terminate the Third Party Commitment(s) as provided above or the Third Party Commitment(s) has expired and Customer has entered a new agreement directly with Call One. 5. Early Termination/Cancellation. Customer shall be required to provide Call One a minimum of 30 days notice in writing of any termination /cancellation of Service(s). (a) If Customer terminates the Service in whole or in part prior to the expiration of the Term, Customer will be liable for an early termination charge equal to the Term Savings Recovery. As used herein, "Term Savings Recovery' is the total usage and monthly recurring charge discount received by the Customer calculated as follows: (A) the difference between the total usage charges billed to Customer at the discounted rates Customer received for the Term selected in this Agreement and the total usage charges that would have been billed to Customer at the Call One tariff month- to-month usage rates in effect as of the Effective Date; and (B) the difference between the discounted monthly recurring charges Customer received for the Term selected in this Agreement and the Call One tariff non-discounted monthly recurring charges in effect as of the Effective Date times the number of months Service was provided, In addition, Customer shall also be liable for any installation and /or other non - retuning charges that were waived. (b) If Call One terminates Service(s) in whole or in part due to Customer's non - payment or default, customer will be deemed to terminate the Sewice(s) and liable for all early termination charges. (c) If Customer cancels Service before the Service is established, Customer shall be liable to Call One for all reasonable expenses incurred by Call One to process the order for Service. 6. Inside Wiring. The applicable rates for inside wiring provided directly by Call One to Customer are specified on the technician - charges page of the Call One website at www.callone.com. Inside wiring provided by a third party vendor will be billed at their applicable rates and charges. In addition, any installation charges identified on Page 1 of this Agreement applies to the initial Service installation and does not include inside materials and wiring. 7. Liability. The entire liability of Call One, if any, for damages to Customer or to any third party whether in negligence, tort, contract or otherwise, which may arise from Call One's performance or non - performance of the Services is limited to an amount equal to a prorated adjustment of applicable monthly recurring charges for the Services affected or any portion thereof. The foregoing limitation of liability includes any mistakes, omissions, interruptions, delays, errors or defects in transmission occurring in the course of installing and /or furnishing the Service. 8. Applicability of Tariffs. This Agreement orders Services at rates provided herein and subject to the terms and conditions set forth in Call One's then - applicable state tariff, which tariff is incorporated by reference. State tariffs are available through the regulatory page of the Call One web site currently at www.callone.com. Customer acknowledges all services purchased pursuant to this agreement are for business purposes. 9. Assignment. Customer may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Call One, which consent will not be unreasonably withheld or delayed. Any prohibited assignment shall be void ab initio. 10. Entire Agreement. Signed facsimile or scanned copies of this Agreement will legally bind the parties to the same extent as originally executed documents. The terms contained in this Agreement and any documents attached and referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof. 11. Jurisdiction I Collection Costs. Any action or proceeding arising out of or related to this Agreement, the Tariffs or Services may be commenced in any state or Federal court of competent jurisdiction in the State of Illinois. The Parties submit and expressly consent to the jurisdiction of such court and expressly waive any right to a trial by jury. Call One shall be entitled to recover from Customer all reasonable collection costs, including attorneys fees. Customer initials Call One initials United Communication Systems, Inc. W 123 N Wacker Drive 7th Floor - Chicago, IL 60606 - Telephone 312- 681 -8300 - Fax 312- 681 -8301 Page 3 of 3 3 G yf o' ISDN -PRI Renewal Customer Service Agreement This Customer Service Agreement ( "Agreement ") by and between United Communication Systems, Inc. d/b /a Call One ®, with a principal place of business at 123 North Wacker, Floor 7, Chicago, IL 60606 ( "Call One ") and the customer identified immediately below ( "Customer ") is effective as of the date indicated by the date Call One accepted this Agreement as set forth below (the "Effective Date "). The Services described herein are subject to the Terms and Conditions set forth in this Agreement. Customer Villaee of Oak Brook Address 1200 Oak Brook Road City Oak Brook Term Agreement: 36 Months ST IL ZIP 60523 Usage Rates Additional Service Rates Band A: 0.0085 $ /min Outbound 1+ Interstate: 0.0290 $ /min Band B: 0.0180 $ /min Outbound I+ In-state: 0.0290 $ /min Band C: 0.0180 $ /min Inbound 800/888 Interstate: 0.0290 $ /min Inbound 800/888 In- state: 0.0290 $ /min Calling Card(s)- Domestic: 0.1500 $ /min Additional Charges: Member of SPC. All rates and discounts contained in this agreement are subject to the rates and discounts contained in the SPC underlying agreement. No PICC Fees. DIDs $2.00 per block of 10. Billing Telephone Numbers (BTN) associated with this account: Physical Location City, State BTN 1200 OAK BROOK RD OAK BROOK, IL 630 -Z21 -7413 Circuit ID .DZZD.438376.001.LB Gopal G. Lalmalani NW name 4/24/12 Date Village Pres P* NRC MRC Term MIA U7fi nn 3R Mnnthe United Communication Systems, Inc. 123 N Wacker Drive 7th Floor - Chicago, IL 60606 - Telephone 312- 681 -8300 - Fax 312- 681 -8301 Page 1 of 2 i � 2201 1 W Cb Cfl Billing Telephone Numbers (BTN) (continued): 2415 MIDWEST RD 725 ENTERPRISE DR 2606 YORK RD 800 OAK BROOK RD 810 OAK BROOK RD 1400 35TH 2710 MEYERS RD 1200 OAK BROOK RD 1200 OAK BROOK RD 700 OAK BROOK RD 1200 OAK BROOK RD 600 OAK BROOK RD 2213 TOWER DR 2011 WINDSOR DR 1915 YORK RD 1200 OAK BROOK RD 1200 OAK BROOK RD OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL OAK BROOK, IL 630 - 323 -1207 630 - 368 -5258 630 - 368 -6419 630 - 368 -6459 630 -368 -6469 630 - 789 -6765 630 - 968 -2550 630 - 990 -0608 630 - 990 -0715 630 - 990 -1491 630 - 990 -3001 630 - 990 -4820 630 - 990 -5773 630 - 9905775 630 - 990 -5778 630 -Z21 -7413 630 -Z99 -1202 z �- Customer initials Coll One initials 1 United Communication Systems, Inc. GJ 123 N Wacker Drive 7th Floor - Chicago, IL 60606 - Telephone 312 - 681 -8300 - Fax 312- 681 -8301 00 Page 2 of 3 -Q Terms and Conditions 1. Term. Customer hereby orders the Services as identified on Page 1 of this Agreement and miscellaneous services incident thereto for the term selected by Customer on Page 1 of this Agreement (the "Term "). Upon expiration of the Term, the monthly recurring charges applicable to a Term other than Month -to -Month will revert to Call One's prevailing month -to -month rates unless Customer has (1) entered into a successor agreement or (2) canceled the Service, in each case effective as of the expiration of the Term. Call One is not responsible for notifying customer of the expansion of any Tenn. The Term shall begin on the later of (i) the date Call One signs the first page of this Agreement and (ii) the date any installation necessary to begin the Service is completed. 2. Rates. (a) The Monthly Charge and usage rates identified on Page 1 of this Agreement will apply to the Services during the Tenn. Upon expiration of the Term, the Monthly Charge and usage rates will revert to Call One's prevailing month -to -month rates for the Service unless Customer has (1) entered into a successor agreement or (2) canceled the Service, in each case effective as of the expiration of the Term. (b) Installation, service establishment and /or other non - recurring charges ( "Non - Recurring Charges ") incident to the Services will apply as identified on Page 1 of this Agreement. (c) Call One shall also bill Customer as a separate line item all applicable federal, state and other governmental fees, surcharges and taxes. 3. Authorization. Customer authorizes Call One to act as its agent for purposes of obtaining information on Customer's existing telecommunications and related sendee(s) and to submit orders to reflect the Services ordered under this Agreement for the specific Billing Telephone Numbers (BTN) and /or physical location listed on Page 1 and included in any supplement to this Agreement. This grant of agency shall remain in effect until revoked by Customer. 4. Existing Commitments. (a) If Customer has an existing term commitment contract with another service provider (a "Third Party Commitment") that is not specifically identified as being terminated pursuant to Section 4(b), Customer acknowledges that, in addition to the Terms and Conditions of this Customer Service Agreement, Customer shall remain obligated under the terms of such Third Party Commitment and shall be solely responsible for any penalties, fees or charges by virtue of that Third Party Commitment. (b) If as part of Call One's provision of Services Customer has agreed to terminate a Third Party Commitment(s) identified on Page 1 of this Agreement, Customer agrees that it is solely responsible for the fees associated with such termination. 5. Early Termination/Cancellation. Customer shall be required to provide Call One a minimum of 30 days notice in writing of any termination /cancellation of Service(s). (a) If Customer terminates the Service in whole or in part prior to the expiration of the Term, Customer will be liable for an early termination charge, as liquidated damages and not as a penalty, equal to (1) fifty percent(50 %) of the Monthly Charge payments remaining for the Term of this Agreement, (2) any special construction charges required to make the Service available (3) any previously waived installation and/or other non-recurring charges and (4) the difference between the total usage charges billed to Customer at the usage rates Customer received for the Term in this Agreement and the total usage charges that would have been billed to Customer at the Call One tariff month -lo -month usage rates in effect as of the Effective Date. (b) If Customer cancels Service before the Service is established, Customer shall be liable to Call One for all reasonable expenses incurred by Call One to process the order for Service, including any special construction charges. Termination /cancellation charges are due within fifteen (15) days of the effective date of termination /expiration. 6. Inside Wiring. The applicable rates for inside wiring provided directly by Call One to Customer are specified on the technician-charges page of the Call One websile at www.rallone.com. Inside wiring provided by a third party vendor will be billed at their applicable rates and charges. In addition, any installation charges identified on Page 1 of this Agreement applies to the initial Service installation and does not include inside materials and wiring. 7. Liability. The entire liability of Call One, if any, for damages to Customer or to any third party whether in negligence, tort, contract or otherwise, which may arise from Call One's performance or non - performance of the Services is limited to an amount equal to a prorated adjustment of applicable monthly recurring charges for the Services affected or any portion thereof. 6. Applicability of Tariffs. This Agreement orders Services at rates provided herein and subject to the terms and conditions set forth in Call One's then - applicable state tariff, which tariff is incorporated by reference. State tariffs are available through the regulatory page of the Call One website currently at www.callone.cam. Customer acknowledges all services purchased pursuant to this agreement are for business purposes. 9. Assignment. Customer may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Call One, which consent will not be unreasonably withheld or delayed. Any prohibited assignment shall be void ab initio. 10. Entire Agreement. Signed facsimile or scanned copies of this Agreement will legally bind the parties to the same extent as originally executed documents. The terms contained in this Agreement and any documents attached hereto and referenced herein or therein constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous understandings, proposals and other communications, oral or written. 11. Jurisdiction / Collection Costs. Any action or proceeding arising out of or related to this Agreement, the Tariffs or Services may be commenced in any state or Federal court of competent jurisdiction in the State of Illinois. The Parties submit and expressly consent to the jurisdiction of such court and expressly waive any right to a trial by jury. Call One shall be entitled to recover from Customer all reasonable collection costs, including attorneys fees. Customer initials Call One initials United Communication Systems, Inc. A W 123 N Wacker Drive 7th Floor - Chicago, IL 60606 - Telephone 312- 681 -8300 - Fax 312 - 681 -8301 00 Page 2 of 2 CY!