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R-1274 - 06/11/2013 - TELECOMMUNICATIONS - Resolutions RESOLUTION 2013-TELECOM-CNTRCT-EX-R-1274 A RESOLUTION APPROVING AND AUTHORIZING THE AWARD OF A CONTRACT TO SOUND, INC. TO UPGRADE THE VILLAGE'S TELEPHONE SYSTEM WHEREAS, the Village's telephone system ("System's was installed in 2006 and is no longer supported by its manufacture with software updates or replacement parts, and the System cannot be expanded to meet the Village's changing needs; and WHEREAS, on January 22, 2013, the Village Board of Trustees directed Village staff to request proposals to upgrade the System; and WHEREAS, the Village issued a request for proposal on March 11, 2013 to upgrade the System ("RFP'); and WHEREAS, the Village posted the RFP online and sent the RFP to various local companies that provide telephone system upgrades; and WHEREAS, Sound, Inc. of Naperville, Illinois was the only company to submit a proposal in response to the RFP, which proposal is attached hereto as Exhibit A; and WHEREAS, the Village has determined that Sound, Inc. is the most qualified and lowest responsive and responsible proposer to upgrade the Village's telephone system; and WHEREAS, the Village desires to award the contract and enter into an agreement with Sound, Inc. for Sound, Inc. to upgrade the System for an amount not to exceed $38,508.50; 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 Purchase. The President and Board of Trustees shall, and do hereby, approve the award of contract to Sound, Inc. to upgrade the System in a total amount not to exceed $38,508.50. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute a 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 2013-TELECOM-CNTRCT-EX-R-1274 Authorizing Contract to Sound Inc For Upgrade to Telephone System Page 2 of 3 /r APPROVED THIS 11th day of June, 2013 Gopal G. Lalmalani Village President PASSED THIS 11th day of June, 2013 Ayes: Trustees Adler, Baar, Mov, Wolin, Yusuf Nays: None Absent: Trustee Manzo ATTEST: ,4 k �r „sue Charlotte K. Pruss Village Clerk NO Resolution 2013-TELECOM-CNTRCT-EX-R-1274 Authorizing Contract to Sound Inc For Upgrade to Telephone System Page 3 of 3 EXHIBIT A #23455876 vl Jim Fox From: Chris Pochyly[cpochyly @SOUNDINC.com] Sent: Monday,August 19, 2013 11:04 AM To: Jim Fox Subject: Sound, Inc. Revised SOW Attachments: OAKBROOKSOW 81913.docx Jim: Attached is the revised SOW with the following added language, in yellow: Sound Incorporated proposes to furnish and install an NEC 8300 VOIP voice server consisting of one main controller with three chassis for the main site and 3 remote controllers for remote sites including new cards for PRI's,analog trunks,analog stations,digital phone cards,IP Pads licenses,IP phone licenses and one year of software assurance.All existing phones will be reused.Installation shall include overtime to avoid disruption to service. We will also integrate the paging system into the phone system so stations can leverage the overhead paging system.Labor includes porting over ALL existing NEC 2000 and voice mail databases to the new SV8300 database: Advise if that will suffice. Thanks in advance. Chris Pochyly, Senior Sales Executive P 630-798-39871 F 630-369-9299 ware Pales Professional Yk rated t Fhpt€a Road.RaPO VO,Ulinea.P*h.6X OM 2$Dd.�FU 63th 04el I www.soundinc.com i TERMS AND CONDITIONS 1. Creation of a Security Interest. Until such time as Buyer has paid the agreed purchase price, Seller hereby retains and Buyer hereby grants a purchase money security interest in the described equipment. In connection therewith, Buyer agrees to execute all instruments (including financing statements)deemed necessary by Seller under applicable law to establish,maintain and continue perfected Seller's purchase money security interest in the equipment or otherwise protect its rights in and to said equipment. Buyer hereby authorizes Seller as its attorney-in-fact to execute and file,on Buyer's behalf, any such UCC Financing Statement. 2. Limitation and Exclusion of Warranties. Seller Hereby warrants the described equipment for a period of one (1) year from the date of installation and warrants that the installation of said equipment shall be performed in a workmanlike manner. Buyer's exclusive remedy under these warranties shall be the repair and replacement by Seller at Seller's expense of nonconforming equipment thereof. The Warranty does not extend to any equipment which has been(1)subject to misuse, neglect, accident or abuse, (b)damaged by acts of God, exposure to elements of weather, inadequate or surplus utility power, power surges, insufficient heating/ventilating/air conditioning (HVAC), HVAC failure or causes other than ordinary use(it is the buyer's responsibility to regulate and filter any and all necessary power requirements and to supply and maintain a static free environment to insure system integrity), (c) improperly installed, repaired or altered by someone other than Seller, its subcontractors or affiliates, (d) used in violation of instructions furnished by Seller.In no event shall Seller be liable for consequential or incidental damages arising out of a breach of any warranty or any other provision contained herein.Seller may suspend warranty work if the purchase price is not paid in full when due and shall not be required to recommence warranty work until all obligations of Buyer under this Agreement are satisfied in full; provided, however,that nothing hereunder shall extend in the warranty period beyond one(1)year from the date of installation. THIS WARRANTY IS THE ONLY WARRANTY GIVEN BY SELLER,AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE EXCLUDED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. 3. Waiver,Amendment, Notice,Termination. Any waiver of rights hereunder or any amendment or requirement of notice or termination hereof shall not be effective unless made in writing and signed by the party against whom such waiver,amendment,notice or termination is sought to be enforced. 4. Risk of Loss. Upon delivery of the described equipment to the contract, Buyer shall bear the risk of loss and it shall remain on Buyer regardless of any breach by Seller of any provisions hereof. 5. Tax Obligation. Buyer will pay promptly when due all taxes,assessments and other charges levied or assessed by any governments or governmental agency upon the sale of the described equipment. 6. Assignment. Neither party may delegate its performance or assign its rights under this Agreement except upon the express written consent of the other party which consent may be withheld in such party's sole discretion. 7. Benefit. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, each of the parties hereto, its successors and assigns. 8.Limitation of Liability Buyer understands that:a)Sound is not an insurer of Buyers property or the personal safety of persons at said location b)Buyer will provide any insurance on said location and its contents c)the amount Buyer pays to Sound is based solely on the value of the system and service Sound provides and not on the value of Buyer's location or its contents d)security systems,alarm systems and Sound monitoring may not always operate properly for various reasons e) it is difficult to determine in advance the value of Buyer's property that might be lost, stolen or destroyed if the system or Sound service fails to operate properly f) it is difficult to determine how fast the police,fire department or others would respond to an alarm signal g)it is difficult to determine what portion,if any,of any property loss, personal injury or death would be proximately caused by Sound's failure to perform, negligence, or a failure of the system. Therefore, Buyer agrees that, even if a court decided that a failure of the system,Sound's negligence, monitoring, repair or service caused or allowed any harm of damage,whether property damage,personal injury or death to Buyer or anyone at Buyer's location, Sound's liability shall be limited to six(6)times the monthly service fee, and this shall be Buyer's only remedy, regardless of what legal theory is used to determine that Sound was liable for the injury of loss. 9.Third Party Indemnification and Subrogation If anyone other that Buyer asks Sound to pay for any harm and/or damages, including property damage, personal injury or death, connected with or resulting from a) a failure of the security/alarm services b)Sound's negligence c) any other improper or careless activity of Sound in providing the system or services or d)a claim for indemnification or contribution, Buyer will repay to Sound any amount which a court orders Sound to pay or which Sound reasonably agrees to pay and amount of Sound's reasonable attorney's fees and any other losses and costs that Sound may incur in connection with the harm and/or damages provided that Sound promptly notifies Buyer of any such claim and allows Buyer to direct and/or participate in the defense and settlement of such claim. Buyer's obligation to repay Sound for such harm and/or damages shall not apply if the harm and/or damages occurs while one of Sound's employees or subcontractors is in or about said location,and such harm and/or damages is solely caused by the employee or subcontractor. Unless prohibited by Buyer's insurance policy, Buyer agrees to release Sound from any claims of parties suing through Buyer's authority or in Buyer's name,such as Buyer's insurance company,and Buyer agrees to defend Sound against such claim.Buyer will notify its insurance company of this release. 10. Construction This writing constitutes the final expression of the agreement between the parties and is intended as a complete statement of the terms of the agreement. No course of prior dealings between the parties and no trade usage shall be relevant to supplement or explain any term used in this Agreement.This Agreement has been finally accepted in the State of Illinois and shall be governed by the laws of the State of Illinois including the Uniform Commercial Code and its amendments as effective in the State of Illinois. 630.369.2900 1660 Shore Road Naperville,Illinois 60563 vvww.soundinc.com @SoundlnclL CLARIFICATIONS • Any projects that are performed or cut over during non-business hours(8am to 4:30pm)or weekends that are not specifically set forth in the agreed-to time line in the contract,will be billed at Sound Incorporated's overtime,weekend, or holiday rates. • If any work being done for this specific project that affects normal business operations will be discussed beforehand with the customer and planned for accordingly. • Sound Inc. is not responsible for any other vendor's actions that disrupt normal business operations unless Sound Inc. is acting as the general contractor for the specific project. • Any changes made to the database implementation design after it has been agreed to and signed-off by the customer will be considered billable changes and/or extras to this project. • All system work will be performed by a Manufacturer Certified Technician(s). • If necessary,Sound Incorporated may bill as an extra,any additional items added to the system or customers network at the request of the customer. • If any equipment supplied by Sound Incorporated is found to be defective during the installation,Sound Incorporated will replace the equipment at no extra charge and complete the installation as specified. • Any delays due to customer infrastructure problems,without pre-notification from the customer,experienced while a Sound Incorporated engineer or technician is on-site that would prevent the completion of associated tasks will be billable at Sound Incorporated's prevailing labor rates. • The system will be capable of dialing"911"for emergency situations. "911"calls will be routed out the local trunk ports of each gateway. • Sound Incorporated cannot be held responsible for work performed by other individuals or companies for modifications,additions,or changes to this network equipment during or after completion of this contract. • The IT and/or customer contact will be onsite for the cutover and cut coverage. If the information provided by customer is incorrect or incomplete,Sound Incorporated shall have the right to charge the customer,for any increase in costs incurred or time expended by Sound Incorporated due to such error or omission,or stop the project due to change of scope of work. 630.369.2900 1660 Shore Road Naperville,Illinois 60563 www.soundinc.com @Soundlnclt. STATIONS Sound Inc.installation labor for the following equipment and features... 0 Digital phones 0 IP Phones 0 Remote IP Phones 0 Door Phones 0 Wall mounted phones 0 Headsets 0 Internal paging zones 0 Music on hold sources 256 Number of extensions&mailboxes to rekey for migration Mobile Twinning Mobile twinning will provide seamless converged mobility across the entire Village of Oak Brook organization.Village of Oak Brook users can work anywhere in the world without limits on device, network or location. Without the need for mobile client software or additional server hardware,mobile twinning will enable Village of Oak Brook's mobile workforce to • set any 10 digit number as a twinned device • make and receive calls on all licensed devices presenting a single identity to callers. This enables high availability, consolidates to one corporate voicemail box,and offers the opportunity for cost savings. Mobile twinning works with any device that has a phone number,including personal phones.Employees can use a mobile or fixed device.Village of Oak Brook no longer needs to standardize devices or purchase and maintain mobile phones. Mobile twinning provides users with one centralized mailbox to store all voice messages(if a mailbox is sold,and within proper cellular coverage).This not only simplifies message management,but also eliminates the expense of multiple voice mail services. Sound has included 0 mobile twinning users. VOICEMAIL Sound Inc. is proposing the reuse the existing NEC voicemail system. No additional programming changes are included in this proposal. Unified Messaging (We are upgrading the Voicemail to the latest server and software) Customer's designated IT contact: Jim Fox 630.369.2900 1560 Shore Road Naperville,Illinois 60563 twrmsoundinc.com Qa@SoundlnclL EXHIBIT A Chris Pochyly Account Manager Voice and Data Group Sound Incorporated Village of Oak Brook Oakbrook Illinois Attn Jim Fox Sound Incorporated is a privately owned company which has been in the communications business since 1963.To date we are one of the largest low voltage integrators in the Midwest servicing customers around the world. Sound Incorporated uses the diversity of our 4 groups to service companies low voltage needs.This starts with your voice,data, carrier services,security,building protection and music systems. Our staff, which sets us apart from others, includes certified union technicians, Microsoft and Cisco certified engineers with expertise in data and networking applications,and longevity within the company in both sales and management. Finally our, expertise and depth guarantees that our customers will receive top quality products with the highest quality installation to assure a long-term business relationship Some of our customers are local,such as: �ry :. � iRlA6{d1A � 1l1' KAKI rg� lunlyi>I i rot �' 2:. ... a r 1 L! f ll{L�r U1 ► l et ' tai i'M L�ve ill. 76 ia4ryls for youc Eta any � OTOOATverjam(Nirtefed Rankif Some of our customers are nationally recognized companies,such as: N-t y�stov4r1 r 3�rrttps,Rn m4o"$ r_mM_ � j ,* PN CAP , 4 ' "-• .,, � tIT.RI� IIF tL7'1Y2�G'k . T � 630.369.2900 1550 Shore Road Naperville,Illinois 60563 www.soundine.com :6' @SoundlnclL civil penalties that are imposed by any governmental or quasi- rights granted to them in this Agreement except as it shall governmental agency or body that may arise, or be alleged to determine to be in its best interest from time to tune. The have arisen, out of or in connection with Consultant's, or its failure of the Village or the Consultant to exercise at any time subcontractors, performance of, or failure to perform, the any such rights shall not be deemed or construed as a waiver Services or any part thereof. Every provision of law required of that right,nor shall the failure void or affect the Village's or by law to be inserted into this Contract shall be deemed to be the Consultant's right to enforce such rights or any other inserted herein. rights. F. Default. If it should appear at any tune that J. Rules of Construction. In the event of a the Consultant has failed or refused to prosecute, or has conflict between the text of this Agreement and text of Exhibit delayed in the prosecution of,the Services with diligence at a A, the text of this Agreement shall control. The parties rate that assures completion of the Services in full compliance acknowledge and agree the terms and conditions supplied by with the requirements of this Agreement, or has otherwise Consultant and part of its proposal to the Village do not apply failed,refused,or delayed to perfonn or satisfy the Services or to this Agreement and are not binding on the Village. any other requitement of this Agreement ("Event of Default'% and fails to cure any such Event of Default within L Third Party Beneficiary. No claim as a ten business days after the Consultant's receipt of written thud party beneficiary under this Agreement by any person, notice of such Event of Default from the Village, then the firm, or corporation shall be made or be valid against the Village shall have the right, without prejudice to any other Village remedies provided by law or equity, to (1) terminate this Agreement without liability for further payment; or (2) VILLAGE OF AK BROOD 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 By: Default by the Consultant or as a result of actions taken by the Gopal Lahnalani,Village President Village in response to any Event of Default by the Consultant. ATTEST: G. Assignment. This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other party. By: Charlotte Pruss,Village Clerk 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; CONSUVIAINT 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 By: received upon the earlier of. (a) actual receipt; (b) one business day after deposit with an overnight courier as Its: evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return ATTEST: receipt. Notices and communications to the Village shall be addressed to,and delivered at,the following address: By: Village of Oak Brook 1200 Oak Brook Road Title: Oak Brook,Illinois 60523 Attention: Village Manager Notices and communications to the Consultant shall be addressed to,and delivered at,the following address: Sound Incorporated 1550 Shore Road Naperville,Illinois 60563 Attention: Christopher Pochyly I. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the 3 standards set forth in Subsection 4 of this Contract; (3) no Village employee or agent is interested in the business of shall be fit, sufficient, and suitable for the purposes the Consultant or this Agreement; (2) as of the date of this expressed in, or reasonably inferred from, this Contract; Agreement, neither the Consultant nor any person employed and(4) shall not infringe on any third party's intellectual or associated with the Consultant has any interest that would property rights. The warranties expressed herein shall conflict in any manner or degree with the performance of the be in addition to any other warranties applicable to the obligations under this Agreement; and (3) neither the Products (including any manufacturer's warranty) Consultant nor any person employed by or associated with the expressed or implied by law, or that are provided in Consultant shall at any time during the term of this Agreement Exhibit A,which are hereby reserved unto the Village. obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations The Consultant further represents that it is financially under this Agreement. solvent, has the necessary financial resources, and is sufficiently experienced and competent to deliver the Products C. No Collusion. The Consultant represents and to perform and complete the Services in a manner and certifies that the Consultant is not barred from contracting consistent with the standards of professional practice by with a unit of state or local government as a result of(1) a recognized consultants providing products and services of a delinquency in the payment of any tax administered by the similar nature. The Consultant shall provide all personnel Illinois Department of Revenue unless the Consultant is necessary to deliver the Products and complete the Services. contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the SECTION 6. INDEMNIFICATION; INSURANCE; amount of the tax, as set forth in Section 11-42.1-1 et seq. of LIABILITY. the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of A. Indemnification. The Consultant proposes Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 and agrees that the Consultant shall indemnify,save harmless, et seq. If at any time it shall be found that the Consultant and defend the Village against all damages, liability, claims, has, in procuring this Agreement, colluded with any other losses, and expenses (including attorneys' fee)that may arise, person,firm,or corporation,then the Consultant shall be liable or be alleged to have arisen, out of or in connection with the to the Village for all loss or damage that the Village may Consultant's delivery of the Products, the performance of, or suffer, and this Agreement shall, at the Village's option, be failure to perform, the Services or any part thereof, null and void. Consultant's performance, or failure to perform, under this Contract or any failure to meet the representations and D. Termination. Notwithstanding any other certifications set forth in this Agreement. provision hereof, the Village may terninate this Agreement at any time upon 15 days prior written notice to the Consultant. B. Insurance. The Consultant acknowledges In the event that this Agreement is so terminated, the and agrees that the Consultant shall, and has a duty to, Consultant shall be paid for and Products actually delivered maintain adequate insurance, in an amount, and in a form and and Services actually performed and reimbursable expenses from companies, acceptable to the Village. The Consultant's actually incurred, if any, prior to ternination, not exceeding maintenance of adequate insurance shall not be construed in the value of the Products delivered and the Services any way as a limitation on the Consultant's liability for losses completed. or damages under this Agreement. E. Compliance with Laws and Grants. C. No Personal Liability. No elected or Consultant shall give all notices, pay all fees, and take all appointed official, or employee of the Village shall be other action that may be necessary to ensure that the Services personally liable,in law or in contract,to the Consultant as the are provided,performed,and completed in accordance with all result of the execution of this Agreement. required governmental permits, licenses, or other approvals and authorizations that may be required in connection with SECTION 7. GENERAL PROVISIONS. providing,performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, A. Relationship of the Parties. The including without limitation the Fair Labor Standards Act; any Consultant shall act as an independent contractor in providing statutes regarding qualification to do business; any statutes and performing the Services. Nothing in, nor done pursuant prohibiting discrimination because of, or requiring affirmative to, this Agreement shall be construed to: (1) create the action based on,race,creed, color,national origin,age, sex, or relationship of principal and agent, employer and employee, other prohibited classification, including, without limitation, partners, or joint venturers between the Village and the Americans with Disabilities Act of 1990, 42 U.S.C. §§ Consultant; or (2) to create any relationship between the 12101 et seq., and the Illinois Human Rights Act, 775 ILCS Village and any subcontractor of the Contractor. 511-101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by the B. Conflicts of Interest. The Consultant Village or Consultant with respect to this Contract or the represents and certifies that, to the best of its lmowledge: (1) Services. Consultant shall be solely liable for any fines or 2 VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AND PURCHASE AGREEMENT This AGREEMENT is dated as of the 27th day of August, contributions, and premiums for unemployment insurance,old 2013 ("Agreement'), and is by and between the VILLAGE age or retirement benefits, pensions, annuities, or similar OF OAK BROOK, an Illinois municipal corporation benefits and all costs, royalties, and fees arising from the use ("Village"),and Sound Incorporated("Consultant"). of, or the incorporation into, the Products and Services, of patented or copyrighted equipment, materials, supplies, tools, IN CONSIDERATION OF the recitals and the mutual appliances, devices, processes, or inventions. All claim or covenants and agreements set forth in the Agreement, and right to claim additional compensation by reason of the pursuant to the Village's statutory powers,the parties agree as payment of any such tax, contribution, premium, costs, follows: royalties,or fees is hereby waived and released by Consultant. SECTION 1. SCOPE OF SERVICES AND SECTION 4. DELIVERY OF PRODUCTS. The DELIVERY OF PRODUCTS. The Village retains the Consultant shall deliver the Products in a new,undamaged, and Consultant to perform and deliver, and the Consultant agrees first-quality condition. Consultant aclmowledges and agrees to perform and deliver, all necessary services ("Services") to that it is Consultant's responsibility to procure and furnish all perform the work in connection with the project identified permits, licenses, and other governmental approvals and below and to deliver all necessary products ("Pro(lucts'), authorizations that may be necessary to deliver the Products to the which Services and Products the Consultant shall provide Village and to install the Products in accordance with Exhibit A. pursuant to the terms and conditions of this Agreement: Consultant further acknowledges and agrees that Consultant shall pay all applicable federal, state, and local taxes related to Consultant shall provide and install an NEC 8300 VOIP voice the purchase and deliver of the Products. Consultant shall be server consisting of one main controller with three chassis for responsible and liable for,and shall promptly and without charge the main site and 3 remote controllers for remote sits including to the Village,repair or replace,any damage done to,and any loss new cards for PRI's, analog stations, digital phone cards, IP or injury suffered by,the Village as a result of Consultant's failure Pads licenses, IP phone licenses and one year of software to perform hereunder. assurance, as more fully described in the proposal, which is attached hereto as Exhibit A. The Village shall have the right to inspect all or any part of the Products. If, in the Village's judgment, all or any part of the SECTION 2. TIME OF PERFORMANCE. The Products is defective or damaged or fails to conform strictly to the requirements of this Contract and Exhibit A, then the Village, Consultant shall deliver the Products and perform the Services without limiting its other rights or remedies may, at its on or before December 1,2013 ("Time ofPerformance'�. discretion: (i) reject such Products; (ii) require Consultant to correct or replace such Products at Consultant's cost; (iii) obtain SECTION 3. COMPENSATION. new Products to replace the Products that are defective,damaged, or nonconforming and charge Consultant with any excess cost A. Agreement Amount. The total amount incurred thereby; and/or(iv)cancel all or any part of any order or billed by the Consultant for the Services and Products under this Contact. Products so rejected may be returned or held at this Agreement shall not exceed $38,508.50, including Consultant's expense and risk. reimbursable expenses, without the prior express written authorization of the Village Manager. All payments may be SECTION 5. REPRESENTATIONS OF subject to deduction or setoff by reason of any failure of CONSULTANT. The Consultant represents and certifies that Consultant to perform under this Contact. . the Services shall be performed in accordance with the standards of professional practice, care, and diligence The terns for payment to the Consultant shall be as practiced by recognized consultants in performing services of follows: The Village shall pay to Consultant a $11,552.55 a similar nature in existence at the Time of Performance. The down payment upon the execution of this Agreement by both representations and certifications expressed shall be in parties. The Consultant shall invoice the Village for the addition to any other representations and certifications remaining amount owed by the Village under this Agreement expressed in this Agreement, Exhibit A, or expressed or upon the acceptance of the Products by the Village, which implied by law,which are hereby reserved unto the Village. invoice the Village shall pay in within 30 days of receipt of the invoice unless the Village rejects the Products pursuant to All Products, and all of their components, shall be of Section 4 of this Agreement. merchantable quality and, for a period of not less than one year after delivery to the Village and: (1) shall be B. Taxes, Benefits, and Royalties. Each free from any latent or patent defects or flaws in payment by the Village to the Consultant includes all workmanship, materials, and design; (2) shall strictly applicable federal, state, and Village taxes of every kind and conform to the requirements of this Contract and Exhibit nature applicable to the Services as well as all taxes, A, including, without limitation, the performance 1