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Telephone System EvaluationVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the5L day of 2017 ("Agreement"), and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, II' ois, 60523 an Illinois municipal corporation ("Village's, and WILSON CONSULTING, 486 Prairie Avenue, Elmhurst, Illinois 60126 ("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 Village retains the Consultant to perform, and the Consultant 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: Telephone System Evaluation Consulting Services per attached proposal dated August 9, 2017 SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services as mutually agreed upon by the Village and Consultant ("Time ofPerformance'l. SECTION 3. COMPENSATION. A. Aereement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed: Phase One Telephone System Study $2,550 Prepare RFP for Telephone Company Services $600 Prepare RFP for new VOIP Telephone System $1,200 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 4. 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 5. 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 6. 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 33E-3 or Section 33E4 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 seg., 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: (1) personally; (2) by a reputable overnight courier; or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of: (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. Notices and communications to the Village shall be addressed to, and delivered at, the following address: ' Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Jim Fox, IT Director Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: Wilson Consulting 486 Prairie Avenue Elmhurst, Illinois 60126 Attention: Dave Wilson 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 any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Villages or the Consultant's right to enforce such rights or any other rights. J. Third Party BeneBetary No claim as a third parry beneficiary under this Agreement by any person, ATTEST: B: Charlotte Pruss, Village Clerk ATTEST: IM!"k Title: P115633770 fum'Or corporation shall be made or be valid against the Village. K. Conflicts, Exhibits. If any term or provision in this Agreement conflicts with any term or provision of an attachment or exhibit to this Agreement, the terms and provisions of this Agreement shall control. L. Governing Laws This Agreement and the rights of Owner and Consultant under this Agreement shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; the venue for any legal anion arising in connection with this Agreement shall be in the Circuit Court of DuPage County, Illinois. M. N�—fll+ebsurc of Contideorut Inforintion by the Comaltant The Consultant acknowledges that it shall, in Performing the Smites for the Village under this Agreement, have access, or be directly or indirectly exposed, to Confidential Information. The Consultant shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior written consent of the Village. The Consultant shall use reasonable measures at least as strict as those the Consultant uses to Protect its own confidential information. Such measures shall include, without limitation, requiring employees and subcontractors of the Consulunt to execute a non -disclosure agreement before obtaining access to Confidential Information. wILsO By: itsLy / 4— EXHIBIT A (Proposal dated August 9, 2017) VILLAGE OF OAK BROOK TELEPHONE SYSTEM EVALUATION PROPOSAL TO PROVIDE CONSULTING SERVICES August 9, 2017 WILSON CONSULTING Elmhurst, IL 60126 630.279-8700 dwilson@wilsonconsulting.org Scope of Work The Village of Oak Brook has an NEC Univerge NEAX 2000 IPS. The system was installed in 2006 and serves all of the Village's primary facilities. The system was upgraded in 2012. NEC (the manufacturer) has declared the system to be "end -of -life" as of September 30, 2018. No new spare parts or software support will be available from the manufacturer for the system after that date. This situation and the age of the NEC system has raised concerns over its reliability and the ability to repair it in a timely manner should the need arise. The Village has an ISDN PRI circuit that provides inbound and outgoing calling in conjunctions with the NEC system. The 36 month contract with First Communications for that service is due to expire in June 2018. Other telecommunications services used by the Village (POTS, alarm circuits, T-1) are provided by CallOne under an annual agreement due to expire in May 2018. The Village of Oak Brook is considering the services of an independent consultant to assist in determining its telecommunications system requirements and assessing the various options available to meet those requirements. Generally, the consulting firm will: Phase One -System Study The study will include: 1. An audit of the Village's current voice and data communications system components. 2. Work with the Village to identify its required telecommunications applications. 3. An assessments of alternate telecommunications options available to the Village. 4. Recommendations for the best components for the Village based on its requirements and current technology. Phase Two -RFP Preparation In Phase Two the consultant will prepare detailed equipment and software specifications as well as the data network services required to support the recommended system design. Separate RFPs would be prepared for: 1. Telephone Company Services 2. New Vo1P Telephone System CONTRACTUAL AGREEMENT The fees charged for this study will be based on the staff time spent for the Phase of the Project but the fees cited are a "not -to -exceed" Eost. If it were the decision of the Village of Oak Brook to engage us for this Project, we would be prepared to start immediately. With your approval, this proposal will serve as the agreement between Wilson Consulting and the Village of Oak Brook for the work. The fees, including all expenses, for this work as outlined in the proposal will not exceed: Phase One Telephone System Study $ 2 550 Prepare RFP for Telephone Company Services S 600 Prepare RFP for new vow Telephone System $1,200 Fee Clarification — eonaection with the n Consulting has no vendor affiliation and will not accept any fees in Performed for the Village of *Oakrook from any vendor or p other Signamre PAO rC"L Title � -A(947 Date VILLAGE OF OAK BROOK 1200 Oak Brook Road Oak Brook, IL 60523 9/zeh 7 Date WILSON CONSULTING 486 Prairie Avenue Elmhurst, IL 60126 VILLAGE OF OAK BROOK CONSULTANT TIME AND FEES* PHASE TWO Pre are RFP for Tele hone Com an Services MONE Village to conduct 50.hourume ll Tele hone Com an bills 150ll Customer Service Records 150eurveys (voice and data infrastruct150• 51$ Pre are audit of services600• Staff interviews 300• Re ort Pre aration ONE TOTAL 1,200PHASE 2,550 PHASE TWO Pre are RFP for Tele hone Com an Services Hours I Fees $150.hour 4 1 $ 600 Pre are RFP for new VolP Tele hone S stem ABOUT WILSON CONSULTING David L.F. Wilson & Company, Inc. was incorporated in the State of Illinois in January 1989. David L.F. Wilson, Principal of the firm has been providing independent telecommunications consulting services since 1982. Wilson Consulting was formed to provide independent telecommunications consulting services directly to both private and public sector clients. The firm specializes in evaluating the requirements and designing systems for mul&site clients with a focus on inbound and outbound call processing. Wilson Consulting has developed a series of programs which assist its clients evaluate alternative system designs in light of their organization's overall business and service objectives. WILSON CONSULTING CAPABILITIES Wilson Consulting provides complete consulting services in the areas of voice/data communication, cable design for voice, data and video communications. 1. Consulting services for voice/data system design, RFP preparation, new system and/or component selection and system implementation. 2. Network Audit and Design Studies: Optimize kind and number of telephone network services offered by Local Exchange Carriers, Alternate Local Service providers and Inter -exchange Carriers. 3. Facility Management Programs: Telecommunications systems management. Coordination of all system components including local telephone company, long- distance service providers, interconnect companies, etc.. 4. New construction engineering and design work. Wilson Consulting is involved in new building construction projects, including total design of all related communication systems that include intercom, paging, radio paging, video, data networking, fiber optics, and various cabling designs. PROFESSIONAL FEES Wilson Consulting is a fee based consulting firm. It accepts no compensation other than fees paid directly from its clients. Clients can come to us for a few hours or days consulting or procure our services for an entire project. The fees established for a project are based upon the time and level of staff involved. If requested a firm "do not exceed" fee can be established based upon a clearly identified project scope.