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2015 Telephone Consulting Services_201504141244100241VILLAGE OF OAK BROOK }}� PROFESSIONAL SERVICES AGREEMENT M This AGREEENT is dated as of the # day of d% 2015 (`Agreement"), and is by and between the VILLAGE OF OAI{ BROOK, an Illinois municipal corporation ("Village's, and Wilson Consulting, 486 Prairie Av, Elmhurst, IL 60126. 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: Wilson Consulting will: 1. Audit all telephone company bills and corresponding Customer Service Records. All current services will be identified. The information will be put on an electronic spreadsheet as well as delivered in hard copy. This spreadsheet will be used, going forward, to establish the method by which the Village of Oak Brook will track monthly charges and to keep up-to- date records of its telephone company services. 2. Prepare Report of Findings and Recommendations: From the information gathered, Wilson Consulting will recommend and coordinate any changes to the services approved by the Village. Where appropriate, unnecessary service will be disconnected. Wilson Consulting will place disconnect orders with telephone company (AT&T). 3. Negotiate most favorable terms and prices for system components. Where appropriate, prepare Request for Proposals and assist with contract negotiations for services. 4. Monitor bills to verify that all changes have been implemented. SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services on or before April 1, 2015. SECTION 3. COMPENSATION. A. Agreement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed $1,100, including reimbursable expenses, without the prior express written authorization of the Village Manager. The terms for payment to the Consultant shall be as follows: Net 30 days following receipt of the Report of Findings and Recommendations. 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 1 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. SECTIONS. INDEMNIFICATION; INSURANCE; LIABILITY. A. Indemnification. The Consultant proposes and agrees that the Consultant shall indemnify, save harmless, and defend 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 icor 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 dining 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 seg.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E'of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. If at any time it shall be found that the 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 2 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 511-101 et seg. 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 fres 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 reputableovernight 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: Village Manager Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: Wilson Consulting 486 Prairie Avenue Elmhurst, Illinois 60126 Attn: David Wilson ATTE ri Pi By: oe russ,i age er ATTEST: By. Title: I. 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 Village's or the Consultant's right to enforce such rights or any other rights. J. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. VIL � I� �Y II iiljlil By. ccardo F. Ginex, Village Man ge WILSON CONSULTING By: Its. ✓Z°S � TELECOMMUNICATIONS SERVICES AUDIT FOR THE VILLAGE OF OAKBROOK PROPOSAL TO PROVIDE CONSULTING AND PROJECT MANAGEMENT SERVICES January 7, 2015 WILSON CONSULTING Elmhurst, IL 60126 630.279-8700 dwilson@wilsonconsulting.org Scope of Work The Village of Oak Brook has numerous telecommunications services from AT&T and CallOne. These include ISDN PRI service, point-to-point T-1 circuits, long distance, POTS service and miscellaneous alarm and monitoring circuits. These services are currently under contract with CallOne. The contracts are due to expire in mid -2015. The Village of Oak Brook is considering the services of an independent consultant to accomplish two primary objectives associated with auditing its telecommunications services. First, optimize the quantity and type of telephone company services. Second, procure the best price and terms for these services. Wilson Consulting proposes to complete the following tasks to achieve those ends. I. Audit all telephone company bills and corresponding Customer Service Records. All current services will be identified. The information will be put on an electronic spreadsheet as well as delivered in hard copy. This spreadsheet will be used, going forward, to establish the method by which the Village of Oak Brook will track monthly charges and to keep up-to-date records of its telephone company services. (2 hours) 2. Prepare Report of Findings and Recommendations: From the information gathered, Wilson Consulting will recommend and coordinate any changes to the services approved by the Village. Where appropriate, unnecessary service will be disconnected. Wilson Consulting will place disconnect orders with telephone company (AT&T). (3 hours) 3. Negotiate most favorable terms and prices for system components. Where appropriate, prepare Request for Proposals and assist with contract negotiations for services. (5 hours) 4. Monitor bills to verify that all changes have been implemented. (1 hours) The cost to provide these services will not exceed $1,100 (11 hours @ $100/hour). 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 multi -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.