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Installation of License Plate recognition Cameras on 16th street and Spring Road VILLAGE OF OAK BROOK CONTRACT FOR THE INSTALLATION OF LICENSE PLATE RECOGNITION CAMERAS ON 16TH STREET AND SPRING ROAD Full Name of Contractor:Minuteman Security Technologies ("Contractor") Principal Office Address: 8200 West 1851h Street, Tinley Park, Illinois, 60487 Contact Person:Shawn O'Connell, Executive Account Manager Telephone Number: (331)454-9656 TO: Village of Oak Brook("Village") 1200 Oak Brook Road Oak Brook, Illinois Attention: Brian Strockis, Police Chief 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, 5. Miscellaneous. Do all other things required and agrees, that Contractor shall, at its sole cost and of Contractor by this Contract;and expense, provide, perform, and complete, in the manner specified and described, and upon the terms and 6. Quality. Provide, perform, and complete all conditions set forth, in this Contract, all of the following, of the foregoing in a proper and workmanlike all of which is herein referred to as the"Work": manner, consistent with the standards of recognized professional firms in performing 1. Labor Equipment, Materials, and Supplies. Work of a similar nature, in full compliance Provide, perform, and complete, in the with, and as required by or pursuant, to this manner specified and described in this Contract, and with the greatest economy, Contract, all necessary work, labor, services, efficiency, and expedition consistent transportation, equipment, materials, therewith, with only new, undamaged, and supplies, information, data, and other means first quality equipment, materials, and and items necessary for the Installation of supplies. License Plate Recognition Cameras on 16th Street and Spring Road Project as specified B. Performance Standards. Contractor in Exhibit A, attached hereto, located in Oak acknowledges and agrees that all Work shall be fully Brook, Illinois 60523 ("Work Site"); provided, performed, and completed in accordance with the Quote #Vax017502 V2, dated July 29, 2022, 2. Permits. The Village will furnish all attached hereto as Exhibit A. In the event the quality of permits, licenses, and other governmental service becomes unacceptable, the Village reserves the approvals and authorizations necessary in right to cancel the contract after giving thirty (30) day connection therewith; 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 Contractor acknowledges and agrees that Contractor matters set forth under Section 1 above, including shall commence the Work within 15 days (weather overhead and profit; taxes, contributions, and premiums; permitting) following the Village's acceptance of this and compensation to all subcontractors and suppliers, Contract provided Contractor shall have furnished to the the compensation set forth below. Village all bonds and all insurance certificates specified in this Contract ("Commencement Date"). Contractor A. SCHEDULE OF PRICES further acknowledges and agrees that Contractor shall perform the Work diligently and continuously and shall For providing, performing, and completing all complete the Work no later than November 30, 2022 Work, the Not-To-Exceed Contract Price of ("Time of Performance"). The Village may modify the $72,818.79 Time of Performance at any time upon 15 days prior written notice to the Contractor. Delays caused by the TOTAL CONTRACT PRICE (in writing): Village shall extend the Time of Performance; provided, however, that Contractor shall be responsible for Seventy-Two Thousand Eight Hundred and completion of all Work within the Time of Performance, Eighteen Dollars and Seventy-Nine Cents notwithstanding any strike or other work stoppage by Only employees of either Contractor or of the Village. B. BASIS FOR DETERMINING PRICES 4. Financial Assurance It is expressly understood and agreed that: A. Bonds. If the total contract cost is $20,000.00 or more, the Contractor acknowledges and agrees that 1. All prices stated in the Schedule of Prices Contractor shall provide a Performance Bond, on forms are firm and shall not be subject to provided by, or otherwise acceptable to, the Village, from escalation or change; a surety company acceptable to the Village, each in the penal sum of the Contract Price, within 10 days following 2. The Village is not subject to state or local the Village's acceptance of this Contract. sales, use, and excise taxes, that no such taxes are included in the Schedule of Prices, B. Insurance. Contractor acknowledges and agrees and that all claim or right to claim any that Contractor shall provide certificates of insurance additional compensation by reason of the evidencing the minimum insurance coverages and limits payment of any such tax is hereby waived set forth in Exhibit B within 10 days following the and released; Village's acceptance of this Contract. Such policies shall be in form, and from companies, acceptable to the 3. All other applicable federal, state, and local Village. The insurance coverages and limits set forth taxes of every kind and nature applicable to Exhibit B shall be deemed to be minimum coverages and the Work are included in the Schedule of limits and shall not be construed in any way as a Prices. limitation on Contractor's duty to carry adequate insurance or on Contractor's liability for losses or damages under this Contract. The minimum insurance coverages and limits that shall be maintained at all times while providing, performing, or completing the Work are as set forth in Exhibit B. 2 C. Indemnification. Contractor acknowledges and delinquency in the payment of any tax administered by agrees that Contractor shall indemnify and save the Illinois Department of Revenue unless Contractor is harmless the Village, its officers, officials, employees and contesting, in accordance with the procedures volunteers, against all damages, liability, claims, losses, established by the appropriate Revenue Act, its liability and expenses (including reasonable attorneys' fee) that for the tax or the amount of tax, as set forth in 65 ILCS may arise, or be alleged to have arisen, out of 5/11-42.1-1; or (ii) a violation of either Section 33E-3 or Contractor's performance of, or failure to perform, the Section 33E-4 of Article 33 of the Criminal Code of 1961, Work or any part thereof, or any failure to meet the 720 ILCS 5/33E-1 et seq. representations and warranties set forth in Section 6 of this Contract. D. Qualified. Contractor has the requisite experience, ability, capital, facilities, plant, organization, D. Penalties. Contractor acknowledges and agrees and staff to enable Contractor to perform the Work that Contractor shall be solely liable for any fines or civil successfully and promptly and to commence and penalties that are imposed by any governmental or complete the Work within the Contract Price and quasi-governmental agency or body that may arise, or be Contract Time set forth above. alleged to have arisen, out of or in connection with Contractor's performance of, or failure to perform, the 7. Acknowledgements Work or any part thereof. In submitting this Contract, Contractor 5. Firm Proposal acknowledges and agrees that: All prices and other terms stated in this Contract are A. Reliance. The Village is relying on all firm and shall not be subject to withdrawal, escalation, warranties, representations, and statements made by or change. Contractor in this Contract. 6. Contractor's Representations and Warranties B. Acceptance. If this Contract is accepted, Contractor shall be bound by each and every term, In order to induce the Village to accept this Contract, condition, or provision contained in this Contract. Contractor hereby represents and warrants as follows: C. Remedies. Each of the rights and remedies A. The Work. The Work, and all of its components, reserved to the Village in this Contract shall be shall strictly conform to the requirements of this cumulative and additional to any other or further Contract, including, without limitation, the performance remedies provided in law or equity or in this Contract. standards set forth in Subsection 1B of this Contract; and shall be fit, sufficient, and suitable for the purposes D. Time. Time is of the essence in the performance expressed in, or reasonably inferred from, this Contract of all terms and provisions of this Contract and, except and the warranties expressed herein shall be in addition where stated otherwise references in this Contract to to any other warranties expressed or implied by law, days shall be construed to refer to calendar days and which are hereby reserved unto the Village. time. B. Compliance with Laws. The Work, and all of its E. No Waiver. No examination, inspection, components, shall be provided, performed, and completed investigation, test, measurement, review, determination, in compliance with, and Contractor agrees to be bound decision, certificate, or approval by the Village, whether by, all applicable federal, state, and local laws, orders, before or after the Village's acceptance of this Contract; rules, and regulations, as they may be modified or nor any information or data supplied by the Village, amended from time to time, including without limitation, whether before or after the Village's acceptance of this if applicable, the Prevailing Wage Act, 820 ILCS Contract; nor any order by the Village for the payment of 130/0.01 et seq.; any other prevailing wage laws; any money; nor any payment for, or use, possession, or statutes requiring preference to laborers of specified acceptance of, the whole or any part of the Work by the classes; any statutes prohibiting discrimination because Village; nor any extension of time granted by the Village; of, or requiring affirmative action based on, race, creed, nor any delay by the Village in exercising any right color, national origin, age, sex, or other prohibited under this Contract; nor any other act or omission of the classification; and any statutes regarding safety or the Village shall constitute or be deemed to be an acceptance performance of the Work. Further, Contractor shall of any defective, damaged, or nonconforming Work, nor have a written sexual harassment policy in compliance operate to waive or otherwise diminish the effect of any with Section 2-105 of the Illinois Human Rights Act representation or warranty made by Contractor; or of during the course of the work. any requirement or provision of this Contract; or of any remedy, power, or right of the Village. C. Not Barred. Contractor is not barred by law from contracting with the Village or with any other unit F. Severability. It is hereby expressed to be the of state or local government as a result of (i) a intent of the parties to this Contract that should any 3 provision, covenant, agreement, or portion of this K. Prevailing Wage. Pursuant to Section 4 of the Contract or its application to any Person or property be Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor held invalid by a court of competent jurisdiction, the agrees and acknowledges that not less than the remaining provisions of this Contract and the validity, applicable rate of prevailing of wages, as found or enforceability, and application to any Person or property ascertained by the Department of Labor and made shall not be impaired thereby, but the remaining available on the Department's Official website, or provisions shall be interpreted, applied, and enforced so determined by the court on review, shall be paid for each as to achieve, as near as may be, the purpose and intent craft or type of worker needed to execute this contract or of this Contract to the greatest extent permitted by to perform such work, and it shall be mandatory upon applicable law. the contractor to whom the contract is awarded and upon any subcontractor under him, to pay not less than the G. Amendments and Modifications. No amendment specified rates to all laborers, workers and mechanics or modification to this Contract shall be effective until it employed by them in the execution of this contract. is reduced to writing and approved and executed by the corporate authorities of the parties in accordance with all L. Conflicts of Interest. Contractor represents and applicable statutory procedures. certifies that, to the best of its knowledge, (1) no elected or appointed Village official, employee or agent has a H. Assignment. Neither this Contract, nor any personal financial interest in the business of the interest herein, shall be assigned or subcontracted, in Contractor or in this Agreement, or has personally whole or in part, by Contractor except upon the prior received payment or other consideration for this written consent of the Village. Agreement; (2) as of the date of this Agreement, neither Contractor nor any person employed or associated with I. Governing Law; Venue. This Contract shall be Contractor has any interest that would conflict in any governed by, construed and enforced in accordance with manner or degree with the performance of the the internal laws, but not the conflicts of laws rules, of obligations under this Agreement; and (3) neither the State of Illinois. Venue for any action arising out of Contractor nor any person employed by or associated or due to this Contract shall be in the Circuit Court for with Contractor shall at any time during the term of this DuPage County, Illinois. Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of J. Certified Payrolls. Contractor shall, in the obligations under this Agreement. accordance with Section 5 of the Illinois Prevailing Wage Act, 820 ILCS 130/5, submit to the Village, and upon M. Exhibits and Other Agreements. If any conflict activation of the database provided by 820 ILCS 130/5.1 exists between this Agreement and any exhibit attached to the Department of Labor, on a monthly basis, a hereto or any other Agreement between the parties certified payroll. The certified payroll shall consist of a relating to this transaction, the terms of this Agreement complete copy of those records required to be made and shall prevail. kept by the Prevailing Wage Act. The certified payroll shall be accompanied by a statement signed by the N. No Disclosure of Confidential Information by Contractor or subcontractor which certifies that: (1) such the Consultant. The Consultant acknowledges that it records are true and accurate; (2) the hourly rate paid is shall, in performing the Services for the Village under not less than the general prevailing rate of hourly wages this Agreement, have access, or be directly or required by the Prevailing Wage Act; and (3) Contractor indirectly exposed, to Confidential Information. The or subcontractor is aware that filing a certified payroll that he or she knows to be false is a Class A Consultant shall hold confidential all Confidential sclose or use such misdemeanor. A general contractor may rely upon the Information and shall not di certification of a lower tier subcontractor, provided that Confidential Information without the express prior the general contractor does not knowingly rely upon a written consent of the Village. The Consultant shall subcontractor's false certification. Upon seven business use reasonable measures at least as strict as those the days' notice, Contractor and each subcontractor shall Consultant uses to protect its own confidential make available for inspection and copying at a location information. Such measures shall include, without within this State during reasonable hours, the records limitation, requiring employees and subcontractors of required to be made and kept by the Act to: (i) the the Consultant to execute a nondisclosure agreement Village, its officers and agents; (ii) the Director of Labor before obtaining access to Confidential Information. and his deputies and agents; and (iii) to federal, State, or local law enforcement agencies and prosecutors. 4 IN XVITNESS WHEREOF the parties hereto VILLAGE OF OAK BROOK, an Illinois have caused this Agr em n to be executed, municipal corporation effective on . 2022. ATTEST: d44By: --- - Charlotte Yruss,Village Clerk Greg Sum,ers,Village manager By: c By: Its: l elp + d' J^ Its: LtIn rl.onne - 5 EXHIBIT A (QUOTE#VAX017502 VA,DATED JULY 29, 2022) 6 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 VAXToR We have prepared a quote for you Fixed LPR Adds Quote#Vax017502 Version 2 Prepared for: Oak Brook Police Department Brian Strockis bstrockis@oak-brook.org 00 W. 185th St Tinley Park,IL.04: F VAXTOR .i Scope of Work Scope: Minuteman Security Technologies to provide and install(7)Vaxtor LPR cameras at the following locations within the Village of Oak Brook. 16th St at Rt 83(2 LPR) • 1 LPR camera will be installed on Village owned street light pole just East of Rt 83 to capture 2 lanes of Eastbound traffic on 16th St. • 1 LPR camera will be installed on Village owned street light pole East of the mall entry/exit to capture 2 lanes of Westbound traffic on 16th St. • 2 OPM power box with battery.System will be battery powered during the day when there is no power to the pole.At night the system will be powered and recharge the battery for the next days use.One on each pole • MST will install a radio on each pole to aggregate all reads/hits to a single pole eliminating the need for a cell modem and cellular data plan on each pole • System will transmit all LPR Reads/Hits via cell modem back to the PD • Oak Brook PD to provide(1)SIM card and (1)cellular data plans,one for each pole. • Lyons Pinner Electrical Contractors will provide and install step down transformers and electrical disconnects on all poles. Spring Rd at 22nd St&Commerce Dr.(3 LPR) • 1 LPR camera will be installed on Village owned street light pole just North of 22nd St on Spring Rd to capture 2 lanes of Northbound traffic on Spring Rd. • 1 LPR camera will be installed on Village owned TrafficSignal mast arm at Commerce Dr to capture 2 lanes of Northbound traffic on Spring Rd. • 1 LPR camera will be installed on Village owned TrafficSignal mast arm at Commerce Dr to capture 2 lanes of Southbound traffic on Spring Rd. • 1 OPM power box with battery to be installed on street light pole System will be battery powered during the day when there is no power to the pole.At night the system will be powered and recharge the battery for the next days use. • 2 IPCAM Boxes will be installed on the traffic signal poles which have 24/7 power. • MST will install a radio on each pole to aggregate all reads/hits to a single pole eliminating the need for a cell modem and cellular data plan on each pole • System will transmit all LPR Reads/Hits via cell modem back to the PD • Oak Brook PD to provide(1)SIM card and (1)cellular data plans,one for each pole. • Lyons Pinner Electrical Contractors will provide and install step down transformers and electrical disconnects on all poles. Quote#Vax017502 v2 " yPage:2 of 9 V 00 W.185th St Tinley Park,I L 60487 w 41� VAXTOR Scope of Work Spring Rd&Harger Rd(2 LPR) • 1 LPR camera will be installed on Village owned TrafficSignal mast arm at Spring Rd&Harger Rd to capture 2 lanes of Northbound traffic on Spring Rd. • 1 LPR camera will be installed on Village owned TrafficSignal mast arm at Spring Rd&Harger Rd to capture 2 lanes of Southbound traffic on Spring Rd. • 2 IPCAM Boxes will be installed on each the traffic signal poles which have 24/7 power. • System will transmit all LPR Reads/Hits via radio to the Spring Rd&Commerce Dr.location • Lyons Pinner Electrical Contractors will provide and install step down transformers and electrical disconnects on all poles. Minuteman assumes the following will be provided and/or installed by others: • SIM Cards and Cellular Data Plans as required • 110VAC as needed. • The Village of Oak Brook to provide TrafficControl as needed Minuteman assumes: • Assumes all work will be completed during normal business hours of Monday-Friday 7:OOAM-S:OOPM. • That there is not a requirement for prevailing wage and or union labor. Customer Supplied Connections: • A high-speed internet connection with a static IP address must be provided by the customer at the head-end location for remote access. • A network connection must be provided at each specified location. An IP address may also be required. Payment Info: • Payment Terms:[Net30]. • Progress payments per AIA form will be submitted. • Final Payment due upon completion of project. Quote#Vax017502 v2 r' Page:3 of 9 00 W. 185th St 60487 11� VAXTOR Al Recurring Services Description Recurring Price Qty Ext.Recurring l xt:Price 1 Year Unity Subscription for Vaxtor Camera $500.00 $500.00 7 $3,500.00 $3,500.00 Annual Motorola/Vigilant Linc Integration with $787.50 $787.50 7 $5,512.50 $5,512.50 AXIS Camera,1 per camera required Recurring Subtotal: $9,012.50 Subtotal: $9,012.50 Materials Description P%Tce Qty �X l ri e Head i nti Equloi ent&sti"are VaxALPR MMC&V-Class on Camera License $200.00 7 $1,400.00 VaxALPR LPR Only on Camera License $750.00 7 $5,250.00 Field Devices P1455-LE 29mm $699.00 7 $4,893.00 Surveillance Card 64 Gb $59.99 7 $419.93 AXIS T911347:4-16"Pole Mount $86.29 7 $604.03 ePMP 5 GHz Force 300-16 Radio(FCC)(w/US cord) $267.18 7 $1,870.26 Cam Gigabit Surge Suppressor(30V) $52.34 7 $366.38 Antenna Strap Mounting Assembly-ALM $135.89 7 $951.23 Online Power Module,2 LPR w/11240 Uplink $2,800.00 1 $2,800.00 IPCam Pwr Box,2x bt w/R240 Uplink $1,500.00 3 $4,500.00 IPCam Pwr Box,2x bt&24Vpsv PoE w/11240 Uplink $1,439.74 1 $1,439.74 Online Power Module,i LPR&SM $1,850.86 2 $3,701.72 per Day Charge for Aerial Boom Lift Bucket Truck $300.00 5 $1,500.00 Subtotal: $29,696.29 Quote#Vax017502 v2 Page:4 of 9 IN, 00 W.185th St Tinley Park,IL 60487 41 Labor Deserptibn Price Qty Ext.Price Project Management Services $1,240.00 1 $1,240.00 Installation Services $4,320.00 1 $4,320.00 Programming Services $6,200.00 1 $6,200.00 Lyons Pinner Electrical Contractors to provide and install step down $21,150.00 1 $21,150.00 transformers and disconnects on all poles Subtotal: $34,110.00 Page:5 of 9 Quote#Vax017502 v2 '" 00 W. 185th St Tinley Park,IL 60487 Fixed LPR Adds Prepared by: Prepared for: Quote Information: Vaxtor,N.A. Oak Brook Police Department Quote#:Vax017502 Shawn O'Connell 1200 Oak Brook Rd Version:2 3314549656 Oak Brook, IL 60523 Delivery Date:07/29/2022 soconnell@minutemanst.com Brian Strockis Expiration Date:08/31/2022 (630)368-8710 bstrockis@oak-brook.org Quote Summary Description Amount Recurring Services $9,012.50 Materials $29,696.29 Labor 1 $34,110.00 Total: $72,818.79 Recurring Expenses Summary DescriptionAmount Recurring Services $9,012.50 Recurring Total: $9,012.50 Payment Terms: Net 30 Days Vaxtor, N.A. Oak Brook Police Department Signature: Signature: Name: Shawn O'Connell Name: Brian Strockis Title: Executive Account Manager Date: Date: 07/29/2022 Quote#Vax017502 v2 Page:6 of 9 00 W. 185th St ,IN Tinley Park,IL 60487 Sales Agreement T&C's Standard OPERATION: Customer shall be responsible for:(i)properly testing and setting the system on every closing and to properly turn off the system on each opening(if applicable); (ii)testing any detection device,or other electronic equipment designated in the Proposal prior to setting the System for closed periods; (iii) notifying Minuteman promptly if such equipment fails to respond to the test;and(iv)using and operating the System and the equipment properly and in accordance with proper operating procedures(if customer requires Minuteman Security Technologies).Whenever Minuteman employees or authorized representatives are sent to the Covered Premises in response to a service call or alarm signal caused by the Customer improperly following operating instructions or failing to close or properly secure a protected point, Customer agrees to pay an additional service charge at Minuteman's prevailing rate per occurrence. DELAYS-INTERRUPTION OF SERVICE:Minuteman shall not be liable for any delays,however caused,or for interruptions of service caused by strikes,riots,floods,acts of God, loss of communication and or other signal transmission lines,or by any event beyond the control of Minuteman. Minuteman will not be required to furnish service to Customer while such interruption shall continue. EXCLUSIONS: Services to be provided by Minuteman pursuant to this Agreement do not include: • Repair of damage or increase in service time caused by failure to continually provide a suitable operating environment for the System as prescribed by Minuteman and/or the manufacturer of any equipment used in the System,including, but not limited to, the failure to provide,or the failure of,adequate and regulated electrical power,air conditioning or humidity control;or such special requirements as contained in the Proposal hereto. • Repair of damage or increase in service time caused by use of the equipment for other than the ordinary use for which the equipment was designed or purpose for which it was intended. • Repair of damage,replacement parts(due to other than normal wear)or repetitive service calls caused by the use of unauthorized supplies or equipment. • Repair of damage or increase in service time caused by:accident,disaster,which shall include, but not be limited to,fire,flood, water,wind and lightning;transportation,neglect or misuse,alterations,which shall include, but not be limited to,any deviation from Minuteman's physical,mechanical or electrical machine design;attachments,which are defined as the mechanical,electrical or electronic interconnecting to non-Minuteman equipment and devices not supplied by Minuteman. • Electrical work external to the equipment or accessories furnished by Minuteman. ADDITIONAL CHARGES:Unless otherwise specified in the Proposal,service charges for the system are based upon coverage during"normal business hours of operation." Service performed outside this window,or as a result of the failure of the Customer to adhere to the requirements as specified by either the manufacturer or outside the scope of the Agreement,shall be chargeable at Minuteman's prevailing rates. Customer shall not tamper with,adjust,alter,move,remove,or otherwise interfere with equipment without Minuteman's specific permission, nor permit the same by other contractors. Any work performed by Minuteman to correct Customer's breach of the foregoing obligation shall be corrected and paid for by Customer at Minuteman's prevailing rates. Remedial maintenance due to Acts of God or events beyond the control of Minuteman shall be corrected by Minuteman and paid for by Customer in accordance with Minuteman's prevailing rates. Minuteman shall have the right to increase or decrease the periodic service charge provided above at any time or times after the expiration of one year from the date service is operative under this Agreement,upon giving Customer written notice thirty(30)days in advance of the effective date of such increase or decrease. LIQUIDATED DAMAGES-MINUTEMAN'S LIMITS OF LIABILITY:Customer understands that Minuteman is not an insurer;that Customer is responsible for obtaining insurance for such reasons or purposes, including theft and vandalism,and in such amounts,as Customer shall n., Quote#Vax017502 v2 F Page:7 of 9 •0 W. 185th St Tinley Park,IL.04: VAXTOR > Sales Agreement T&C's determine.Customer further understands and agrees that the sums payable hereunder to Minuteman are based upon the value of services offered and equipment value provided and such sums are not related to the value of property belonging to Customer or to others located on the Covered Premises. Customer does not and shall not seek indemnity under this Agreement from Minuteman,and specifically waives any rights for indemnity for any damages or losses caused by hazards to customers,invitees,guests,or property of customer or third parties. Customer understands and agrees that the System and the services to be supplied hereunder are designed to detect security breaches,and that MINUTEMAN MAKES NO WARRANTY,EXPRESS OR IMPLIED,THATTHE SYSTEM OR THE SERVICES IT FURNISHES WILL AVERT OR PREVENT OCCURRENCES,OR THE CONSEQUENCES THEREFROM. Customer agrees that Minuteman shall not be liable to Customer,its employees, agents or guests,or to any third party,for any losses or damages,irrespective of origin,to person or property,whether directly or indirectly caused by performance or non-performance of obligations imposed upon Minuteman under this Agreement or by negligent acts or omissions of Minuteman,its agents or employees. In all events,it is further agreed that if Minuteman should become liable for any losses or damages for any reason having to do with this Agreement,Minuteman's total liability to Customer shall be limited$250.,which sum the Customer agrees is reasonable. The payment of this amount shall be Minuteman's sole and exclusive liability regardless of the amount of loss or damage incurred by the Customer. INDEMNIFICATION: Each party shall indemnify and hold harmless the other,their trustees,officers,professional staff,employees and agents from and against any loss,damage,claim or liability,including reasonable attorneys'fees(collectively"liabilities"),arising out of the performance of this Agreement to the extent that such liabilities arise from the acts or omissions,negligence,gross or reckless misconduct,or intentional wrongdoing of the indemnifying party,its trustees,officers,professional staff,employees or agents. WARRANTY: Minuteman Security Technologies,Inc. Full One Year Limited Warranty: • What is Covered: This warranty covers any defects in materials or workmanship,including installation,with the exceptions stated below. • How Long Coverage Lasts: This warranty runs for one year from the date your system was installed and accepted. • What Is Not Covered: This warranty does not cover intentional or un-intentional misuse or of any of the system components or software.The warranty does not cover damage as a result of acts of god(lighting,floods,storms,etc...)or electric surge. • What Minuteman Will Do: Minuteman will repair any part of the system that is proved to be defective in materials or workmanship. In the event repair is not possible on certain system components,Minuteman will replace said component with similar specification and price. • How To Get Service: Contact our service department at your nearest service center.A service representative will review your system and take any necessary action to correct problems covered by this warranty. • How State Law Applies: This warranty gives you specific legal rights,and you may also have other rights which vary from state to state. Turnkey Installation THIS QUOTE INCLUDE: Only the items and quantities of devices listed on this quotation.The design is pending approval of authorities having jurisdiction where approval is required.Pre-installation rough-in followed by one site visit for final connection of head-end w/training if needed and all required testing to be performed during the same visit.Acceptance and testing documentation(when applicable). For alarm systems with a key lock box,if shown on plans the least expensive lock box will be provided unless specified otherwise.Work is to be performed during the hours of 8:00 AM and 4:30 PM.We may choose to make a network connection in the building to facilitate commissioning and service remotely. THIS QUOTE DOES NOT INCLUDE: Multiple site visits for phased projects unless it was specifically advised of the phasing schedule prior to providing this quote. Permits,licenses,sales tax,or shipping costs to the customer unless each is specifically listed.Third party approvals or third-party testing or inspections unless specifically listed. Return visits if other trades could not be coordinated to be present during our Quote#Vax017502 v2f } � Page:8 of 9 '07 00 W. 185th St Tinley Park,IL .04: r VAXTOR Sales Agreement T&C's original site visit. Labeling of devices,controls or any required signs unless specifically listed on the quote. Unforeseen existing conditions that were not brought to our attention prior to the quote. IT IS THE CUSTOMER'S RESPONSIBILITY TO: Provide a revised equipment count if the quantities shown are incorrect.Provide a minimum of FIVE business days to schedule. Provide a clean and safe working environment that complies with all OSHA rules and standards.Provide a safe and secure,climate-controlled storage area for tools and the equipment being installed. Provide labeling and any required signs. Provide trash receptacles and pay for all trash removal unless trash removal is specifically listed.Cutting,patching,and painting of any areas affected by the installation unless each of these functions are specifically listed on the quote. If there is a custom annunciator/map or custom control panel,etc.then AutoCAD files must be provided to work from.To pay additional travel and labor costs for any additional unplanned site-visits. Escalation Clause TC-Escalation Clause Due to recent market volatility and ongoing supply chain issues, Minuteman is incorporating the following clause into all proposals and maintenance contracts: Through no fault of Minuteman,In the event of a delay in product availability or price increase of materials procured by any manufacture and/or distributer,the contract sum,time of completion,or contract requirements shall be adjusted by a change order in accordance with the procedures of the Contract Documents.A change in price of any item of material from our manufactures or distributers will be considered between the date of this contract and the date of installation.Issuance of a purchase order or signed proposal constitutes acceptance of this clause. Quote#Vax017502 v2 Page:9 of 9