R-1195 - 09/11/2012 - BLACKBOARD AGREEMENT - ResolutionsRESOLUTION 2012 - BLKBRD- AG -EX -R -1195
A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND
AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH BLACKBOARD CONNECT, INC.
FOR MASS COMMUNICATION SERVICES
WHEREAS, the Village of Oak Brook ( "Village ") utilizes a mass notification system provided by
Blackboard Connect, Inc. ( "Blackboard ") that enables the Village to send notices by voicemail, text
messaging, and e-mail to Village residents and businesses ( "Mass Communication Services'); and
WHEREAS, it is essential for public safety that the Village be able to quickly notify its residents
and businesses of power disruptions, water main breaks, snow events, and other emergencies; and
WHEREAS, by utilizing Blackboard's Mass Communication System, the Village does not have to
invest in or maintain additional hardware, software, and phone lines to operate a mass communication
system; and
WHEREAS, the Village's current agreement with Blackboard expires on September 20, 2012;
and
WHEREAS, the Village President and Board of Trustees find that Blackboard's Mass
Communication Services has met or exceeded the Village's expectations; and
WHEREAS, the Village and Blackboard desire to enter into a new three -year agreement for
Blackboard to provide the Village Mass Communication Services ( "Agreement "), attached hereto as
Exhibit A; and
WHEREAS, the President and Board of Trustees, being fully advised in the premises, have
determined that it is in the best interests of the Village and its residents to waive competitive bidding for
Mass Communication Services and approve the Agreement;
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: Waiver of Competitive Bidding Requirements. The advertising and bidding
requirements for the purchase of Mass Communication Services shall be, and they are hereby, waived in
accordance with Section 1 -7-4 of the Village Municipal Code.
Section 3: Approval of Agreement. The President and Board of Trustees hereby approve
the Agreement with Blackboard in substantially the same form as attached as Exhibit A, and in final form
approved by the Village Attorney.
Section 4: Execution of Agreements. The Village President and the Village Clerk shall be,
and are hereby, authorized to execute the final Agreement on behalf of the Village.
Section 5: Effective Date. This Resolution shall be in full force and effect from and after its
passage by two- thirds of the Trustees and its approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
APPROVED THIS 11`" day of September, 2012
PASSED THIS 11`" day of September, 2012.
Resolution 2012 - BLKBRD- AG -EX -R -1195
Approving Agreement for Mass Communication Services
Page 2 of 3
Gopal G. Lalmalani
Village President
Trustees Manzo. Mov. Wolin and Yusuf
Absent: Trustees Aktipis and Zannis
M MA � JYM
Charlotte K. Pruss
Village Clerk
EXHIBIT A
#11517855_vl
Resolution 2012 - BLKBRD- AG -EX -R -1195
Approving Agreement for Mass Communication Services
Page 3 of 3
VILLAGE OP OAK BROOK, ILLINOIS
BLACKBOARD CONNECT'" SALES ORDER FORM
This Blackboard Connect Sales Order Form ("Order Form ") between Village of Oak Brook, Illinois ( "Customer") and
Blackboard Connect Inc. ( "Blackboard ") details the terms of Customer's use of the Blackboard services set forth in Section 1
below, and shall become effective on the date specified in Section 3 below ( "Effective Date ").
1. SaaS, Notification & Support Services: The Customer hereby subscribes to the following Blackboard SaaS, notification
and support services:
Product Name
Description
Units
Initial Term Fee
Initial Term Fee
Initial Term Fee
(USD) Period 1:
(USD) Period 2:
(USD) Period 3:
9/21/12 through
9 121 113through
9/21/14 through
9/20/13
9/20/14
9/20/15
Blackboard Connect
Unlimited Emergency and
6,000
$6,000.00
$1.00 per
$1.00 per
CTY Service
15 Outreach Messages {see
Recipient+
Recipient+
Section 8 below)
Section 8 below
Section 8 below
if applicable
If applicable
(i.e., $1.00 x 6,000
Recipients)
Blackboard Connect
24x7x365 Support
1
Waived
Waived
Waived
CTY annual Support
Fee
Online Training
Sales Order Total Annual Fee (including annual Support Fee),
$6,000.00
SEE NOTE*
SEE NOTE*
Customer understands and agrees that this Order Form limits the use of the SaaS, notification and /or support services by the Customer to the delineated
Description and Unit(s) specified above. Additional access to or usage of the software or services is subject to additional purchase.
"Note: Calculation of the aggregate Annual Fee for subsequent years after Period 1 of the Initi at Term will be $1.00 per Recipient per year based on the
total number of Custornees Recipients for each year of the Initial Term. Additional Fee may apply In accordance with Section a below.
2. Initial Term (Initial license term and any special requirements):
Three Years
3. Effective Date (applicable only If different from acceptance date as described in the preamble):
September 21,2012
4. Recipient Definition (applicable onlyto notification services):
CTY: households, businesses, and other related individuals within the Customer's jurisdiction
5. Customer Billing Contact:
Contact Name: Jim Fox
Street Address:
Postal Code and
Country:
1200 Oak Brook Road
Contact Phone:
City and
State /Province:
E -Mail
60523, USA Address:
Oak Brook. IL
&:Zoo.
6. Payment and Term. In consideration for the use of the SaaS, notification and /or support services (as applicable) during
the Initial Term, the Customer will pay to Blackboard the feels) set forth above (the "Fee "). The annual total Fee for
Period 1 will be invoiced on September 21, 2012 and is due within 30 days of invoicing. The term of this Agreement
shall be renewed automatically for successive periods of one (1) year each (a "Renewal Term ") after the expiration of
the Initial Term and any subsequent Renewal Term, unless Customer provides Blackboard, or Blackboard provides
Customer, with a written notice to the contrary thirty (30) days prior to the end of the Initial Term or Renewal Term, as
aleckboard Connect Propudary & CoWidemial- /F/Salm/
10-1(0T24v2/Atl/091312
VILLAGE OF OAK BROOK, ILLINOIS
applicable. Each Renewal Term shall Incorporate and be governed by Blackboard's then - current pricing, the applicable
Fee for which will be due at the beginning of each Renewal Term, and payable within thirty (30) days after the date of
an invoice from Blackboard.
Terms of Service. The terms of service at httos: // secure. blackboard .com /legal /BBCrOS /0112/ ('Terms of Service ") are
Incorporated herein by reference, and together with this Order Form constitute the agreement between the parties
( "Agreement'). Capitalized terms not otherwise defined are defined in the Terms of Service. By executing and
returning this Order Form, Customer acknowledges and agrees that its use of the Blackboard Connect services specified
herein is subject to, and governed by, all of the terms and conditions of this Agreement Including, without limitation, all
of the rights, restrictions, indemnities, disclaimers and limitations set forth in the Terms of Service. The individual
executing this Order Form on Customers behalf represents and warrants that he or she has the authority to enter into
this Agreement and bind the Customer to all of its terms and conditions as of the date Indicated below.
Notwithstanding anything to the contrary in any purchase order or any other document provided by Customer, any
service provided or license granted by Blackboard to Customer in connection with a purchase order related to this
Order Form is conditioned upon Customer's acceptance of this Order Form and the Terms of Service Incorporated by
reference herein. Any additional, conflicting or different terms proffered by Customer in a purchase order or otherwise
shall be deemed null and void. Notwithstanding anything to the contrary contained in the Terms of Service regarding
Confidential Information (as defined in the Terms of Service), the parties agree that Section 7 of the Terms of Service
shall not apply to any disclosure of Confidential Information if the disclosure is required by law, provided that in the
event the Customer becomes legally compelled (by depositions, interrogatory, subpoena, civil investigative demand,
similar process, Freedom of Information Act request, or otherwise) to disclose any Confidential Information, the
Customer shall provide Blackboard with prompt prior written notice of such requirement so that Blackboard may seek
a protective order or other appropriate remedy. If such protective order or other remedy Is not obtained prior to the
time at which Customer is required to disclose Confidential Information by law, or if Blackboard waives in writing
compliance with the terms hereof, the Customer agrees to furnish only that portion of the Information which the
Customer is advised by written opinion of counsel is legally required.
8. SPECIAL CONDITIONS: Customer shall receive unlimited Emergency Messages and a limit of 15 Outreach Messages per
Period. In the event that Customer exceeds 15 Outreach Messages per Period, Customer will be automatically
upgraded to unlimited Outreach Messages for the remainder of the then - current Period for an additional fee of $0.50
per Recipient. Unused Outreach Messages will not rollover to the following Period or any subsequent Renewal Term.
In the event that Customer's Service is automatically upgraded to unlimited Outreach Messages, Customer will be
Invoiced for the additional increment by Blackboard and payment will be due no later than thirty (30) days from the
date of the invoice.
Blackboard Connect Inc.
6lectl.,d Connect N pnd.l y &Confidental- JFJSeIn'
10- 160774e2/AMN91312
NAME OF CUSTOMER: Village of Oak Brook
Signature
Print Name and Title: Gopal G. Lalmalani
Date: 9/21/12 Village President
Address:
1200 Oak Brook Road
Oak Brook, IL 60523
Contact for Notices: Jim Fox
Phone Number:
Fax Number:
Contact Email:
Signatu e
Print Name and Title:
Date:
Address:
Blackboard Inc.
650 Massachusetts Ave NW,
6th Floor
Washington, D.C. 20001
Attn: Caryn Pinto
Phone Number:
(001) 202- 463 -4860 ext 2953
Fax Number:
(001) 818- 450 -0425
6lectl.,d Connect N pnd.l y &Confidental- JFJSeIn'
10- 160774e2/AMN91312
NAME OF CUSTOMER: Village of Oak Brook
Signature
Print Name and Title: Gopal G. Lalmalani
Date: 9/21/12 Village President
Address:
1200 Oak Brook Road
Oak Brook, IL 60523
Contact for Notices: Jim Fox
Phone Number:
Fax Number:
Contact Email: