Voicemail Server Upgrade and ReplacementVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the tday of', 2017 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 60523 an Illinois municipal corporation ("Village's, and SOUND
INCORPORATED, LLC., 1550 Shore Road, Naperville, Illinois 60563 ("ConsultanP').
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:
Voicemail Server Upgrade and Replacement per attached
proposal dated November 14,1017
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed upon
by the Village and Consultant ("Tlme of Performance").
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $3,496.00 including reimbursable expenses,
without the prior express written authorization of the Village
Manager.
B. Taxes. Benefits. and Royalties. Each
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECTION 4. REPRESENTATIONS OF
CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
standards of professional practice, care, and diligence
practiced by recognized consultants in performing services of
a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
addition to any other representations and certifications
expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATION: INSURANCE,
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify and save
harmless the Village against all damages, liability, claims,
losses, and expenses (including attorneys' fee) that may arise,
or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 of this
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personal Liability. No elected or
appointed official or employee of the Village shall be
personally liable, in law or in contract, to the Consultant as the
result of the execution of this Agreement.
SECTION 6. GENERAL PROVISIONS.
A. Relationship of the Parties. The
Consultant shall act as an independent contractor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: (1) create the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village and
Consultant; or (2) to create any relationship between the
Village and any subcontractor of the Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (1)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the
Consultant shall at any time during the term of this Agreement
obtain or acquire any interest that would conflict in any
manner or degree with the performance of the obligations
under this Agreement.
C. No Collusion. The Consultant represents
and certifies that the Consultant is not barred from contracting
with a unit of state or local government as a result of (1) a
delinquency in the payment of any tax administered by the
Illinois Department of Revenue unless the Consultant is
contesting, in accordance with the procedures established by
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section I IA2.1-1 et seq. of
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or
(2) a violation of either Section 33E-3 or Section 33EA of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1
et seq. If at any time it shall be found that the Consultant
has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant shall be liable
to the Village for all loss or damage that the Village may
suffer, and this Agreement shall, at the Village's option, be
null and void.
D. Termination. Notwithstanding any other
provision hereof, the Village may terminate this Agreement at
any time upon 15 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
completed.
E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
other action that may be necessary to ensure that the Services
are provided, performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes
prohibiting discrimination because of, or requiring affirmative
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. §§
12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5/1-101 et seq. Consultant shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
civil penalties that are imposed by any governmental or quasi -
governmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Consultant's, or its
subcontractors, performance of, or failure to perform, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
inserted herein.
F. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a
rate that assures completion of the Services in full compliance
with the requirements of this Agreement, or has otherwise
failed, refused, or delayed to perforin or satisfy the Services or
any other requirement of this Agreement ("Event of
Default'), and fails to cure any such Event of Default within
ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
remedies provided by law or equity, to (1) terminate this
Agreement without liability for further payment; or (2)
withhold from any payment or recover from the Consultant,
any and all costs, including attorneys' fees and administrative
expenses, incurred by the Village as the result of any Event of
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
G. Assignment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other party.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (1) personally; (2) by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of. (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
addressed to, and delivered at, the following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Jim Fox, IT Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
K. t=on0icts: Eabibit. If any term or
provision in this Agreement conflicts with any term or
Provision of an attachment or exhibit to this Agreement, the
terms and provisions of this Agreement shall control.
L. Governing Laws. This Agreement and the
Sound Incorporated, LLC. rights of Owner and Consultant under this Agreement shall be
1550 Shore Road interpreted according to the internal laws, but not the conflict
Naperville, Illinois 60563 of laws rules, of the State of Illinois; the venue for any legal
Attention: Steve Kocimski action arising in connection with this Agreement shall be in
the Circuit Court of Dupage County, Illinois.
1. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any of the
rights granted to them in this Agreement except as it shall
determine to be in its best interest from lime 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 Benefsciarv. No claim as a
third parry beneficiary under this Agreement by any person,
firm, or corporation shall be made or be valid against the
Village.
M. No Disclosure of CoIlfil ilial Inlnr stn by ra
9:n haat. The Consultant acknowledges that it shall, in
Performing the Services for the Village under this Agreement,
have access, or be directly or indirectly exposed, to
Confidential Information. The Consultant shall hold
confidential all Confidential Information and shall not disclose
or use such Confidential Information without the express prior
written consent of the Village. The Consultant shall use
reasonable measures at least as strict as those the Consultant
uses to protect its own confidential information. Such
measures shall include, without limitation, requiring
employees and subcontractors of the Consultant to execute a
non -disclosure agreement before obtaining access to
Confidential Information.
ATTEST: VIOicmcardo
K B
By:
Charlotte Pruss, Village Clerk By
.inex, Village Manager
ATTEST: SOUND INCORPORATED, LLC.
By:
By:
Title: O�� Its:it_
W563377vi
EXHIBIT A
(Proposal dated November 14, 2017)
_sound
Inewporared
Integrated Technologies
Proposal
for
Village of Oak Brook
Prepared for:
Jim Fox, IT Manager
Village of Oak Brook
Prepared by:
Steve Kocimski
Sound Incorporated, LLC.
Prepared On: 11/14/2017
So and lncorporated, —
LLC.
Table of Contents
Contactinformation..................................................................................................
SolutionOverview....................................................................................................
AboutSound, Inc......................................................................................................
System Installation Services....................................................................................
System Software Implementation.....................................................................
RemoteAccess.................................................................................................
Overtime Weekday/Saturday/Sunday...............................................................
Warranty Support Plan.. ............. .......................
Scope and Definition of Support Services.........................................................
Standard 8 x 5 Plan (4 Hour Response for Major Failures) .........................6....
Description of Coverage: Equipment................................................................
Description of Coverage: Application(s).............................6..............................
Customer Responsibilities 8 Proposal Assumptions......................6.............6...........
LANSuitability....................................................................................................
UPS (Uninterruptable Power Supply).................................................................
Anti-virus software.............................................................................................
Schedule of Equipment and Services.......................................................................
PaymentTerms.........................................................................................................
ExhibitA....................................................................................................................
Contract Terms and Conditions............................................................................
ExhibitC....................................................................................................................
RemoteAccess Waiver.........................................................................................
Proposal - Village of Oak Brook
......................................................3
......................................................3
Sound Incorporated, LLC. Page 2 of 13 11/14/2017
Proposal - Village of Oak Brook
Contact Information
END USER
pany Name:
Village of Oak Brook
Address:
1200 Oak Brook Road, Oak Brook, IL 60523
ary Contact Name / Title:
L
Jim Fox, IT Manager
act Address:
1200 Oak Brook Road, Oak Brook, IL 60523
e Number:
(630) 368-5000 E-mail: jfox@oak-brook.org
PROVIDER OF SERVICES
Company Name:
Sound Incorporated, I.I.C.
Address:
1550 Shore Road, Naperville, IL 60563
Primary Contact Name / Tide:
Steve Koclmski
Phone Number:
(630) 718-3177 E-mail: skocimski@soundinc.00m
Solution Overview
Sound Incorporated will install the existing NEC UM4730 software on a new customer provided server. Labor
performed prior to cutover will consist of building the customer provided server, loading the latest version of software
provided by NEC (included at no charge as part of the existing NEC SWA agreement), and performing any required
updates. Work performed at cutover will be done on over -time and consist of performing a backup and restore to
move the data and voice mail messages to the new server. Although we try to successfully transition the existing
voice mail messages to the new server there is no guarantee this will be completed without error. Cutover coverage
on Monday is not included in the proposed price. We can have a technician there upon request for an additional
regular -time labor charge of $152 per hour.
About Sound. Inc.
Sound Incorporated has evolved over the past five decades into a highly diversified premier systems integrator of
Voice and Data, Carrier Services, Sound and Security business solutions. Since the inception of the company our
approach, though highly sophisticated, can be summed up in simple terms. We provide state-&-the-art technology
products which are installed, serviced and maintained by an unparalleled staff of highly trained professionals. This is
today, and always has been our key to success.
Our corporate headquarters is home to our 100 employees located just outside Chicago in the city of Naperville, IL.
Annual revenues are approximately $20,000,000 with expectations of double digit growth year after year. From small
local companies to large mufti -national Fortune 100 corporations, Sound Incorporated's customer base is vast and
diverse. References are available upon request.
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Proposal - Village of Oak Brook
We are a multi -faceted single source solution provider with the experience and expertise people expect and deserve
in today's ever changing technology world.
Sound Incorporated uses the diversity of our 4 groups to service various companies' business technology and low
voltage needs. 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.
(---� We have a long history of solving communications problems for schools, hospitals and businesses.
Whether we are providing communications systems that will keep your students and staff safe, informed
and focused on teaming, or a hospital communication and workflow solution that improves patient care
and make staff more productive, Sound Inc. has an answer for you. Our design team will provide design
important. services for your corporate board rooms and open plan offices. The need to be clearly heard is
We design systems for every application; auditoriums, churches, board rooms, offices and factories.
LJ
Sound Inc. is recognized as one of the top security systems integrators in the United States. We
provide comprehensive security and life safety solutions tailored to your needs with value, honesty,
integrity, and commitment. Whether you need to protect, people, property or assets. Sound Inc. has the
security and life safety solutions to meet your goals and objectives today and in the future.
13A businesses technology is not complete without a connection to the outside world. Our Carrier
Services division specializes in voice and data connectivity for dial -tone, Internet, mufti -site connectivity,
and disaster recovery. When combining Carrier Services with our Voice & Data team you achieve a
single point of contract for all your voice & data technology design, deployment, and service.
®We are IP applications specialists with expertise in core wired & wireless network switching, routing,
® firewall, customization for VoIP and other "technologies over IP", rounded out by a suite of Microsoft
services and applications including Exchange, Active Directory, Domain, DNS, and DHCP servers.
Whether you are a current customer or considering forming a long-term business relationship with Sound
Incorporated, we urge you to visit and tour our facilities to meet and talk with the people who will be serving you. Our
advantages are our people, products and facilities.
Our 24,000 square foot building in the Naperville Center business corridor was designed with our customers' and
employees' needs in mind. Our computerized service center, back-up parts inventory, and attitude of our helpful
employees are all proof positive that you won't find better support anywhere.
Sound Incorporated has been in business since 1963. We're proud of the business we've built and the reputation we
enjoy in the industry.
For more information and directions to our facility visit our web site, www.soundinc.com
Sound Incorporated, LLC. Page 4 of 13 11/14/2017
Proposal - Village of Oak Brook
Installation Services
System Software Implementation
• Design, program and test the appropriate networking applications, communications system applications
and/or software options as purchased in the Schedule of Equipment
• Village of Oak Brook to provide all application specific information as required
Remote Access
• Remote Access is required during the installation process and after the installation for ongoing support and
service.
• Sound Inc. prefers the LogMeln service. This service provides secure encrypted access 24x7 with no
intervention needed from Village of Oak Brook. LogMeln tracks all login sessions and failed attempts. A
software must be installed on one Windows server on your network. This is typically a computer or server
involved with our solution. If the proposed solution has no Windows computers or servers then Village of
Oak Brook will be asked to provide one.
• Other remote access technologies
VPN can be utilized depending on circumstances and Village of Oak Brook's security policy.
Village of Oak Brook will need to provide VPN credentials and access. All costs associated with
acquiring equipment, licenses, and the setup of VPN access are the responsibility of Village of Oak
Brook and are not included in this proposal.
Desktop Sharing can be utilized. A service like "GoToMeeting" or other similar services can be
used. With Desktop sharing Village of Oak Brook must be present to tagger the remote session
startup and extend remote access privileges to the Sound Inc. technician. This requires that one of
Village of Oak Brook 's computers is tied up for the duration of the session. The downside of this
type of remote access is that Sound Inc. cannot access the systems afterhours, unless someone
goes to the office to set it up. All costs associated with subscribing to a desktop sharing service is
the responsibility of Village of Oak Brook and is not included in this proposal.
If Remote access will not be allowed complete the Remote Access Waiver attached to this document as Exhibit C.
Overtime Weekday/Saturday/Sunday
Overtime is included for services that may be disruptive to your business. These services may be performed after
normal business hours during the week or on Saturday.
Services can be performed on Sundays at Village of Oak Brook 's request. This will incur additional labor charges
which are double the normal weekday labor rate and will be billed as a Change Order, unless otherwise specified in
the proposal.
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Proposal - Village of Oak Brook
Warranty Support Plan
Scope and Definition of Support Services
During the coverage period of 12 months from Cutover, Sound Inc. will provide services for the
Applications at the Site(s) listed in this proposal as follows (Hardware is not covered under warranty as it
is being provide by the customer).
1s' year labor warranty exclusions include MACS (moves, adds, and changes), abuse, non -hardware
related problems, carrier services issues, no trouble found, loss of software and "Acts of God".
Additionally, software issues created by non- NEC software, operating systems, viruses, malware or other
security compromising applications are not covered nor are issues caused by the data network.
The cost of non -warranted equipment repair or replacement, associated labor and the labor for excluded
issues are billable. Standard and/or Overtime T&M labor rates apply.
Standard 8 x 5 Plan (4 Hour Response for Major Failures)
Description of Coverage: Equipment
Hours of Coverage
• 8 a.m. — 4:30 p.m. Monday through Friday (local time of the Site, excluding Sound Inc.'s locally
observed holidays) remote and onsite support for a Major Failure or Minor Failure. Support
provided outside these coverage hours will be billed at Sound Inc.'s then current rates.
Response Objectives
Major Equipment Failure
• Response within two (2) business hours (Monday through Friday 8 a.m. — 4:30 p.m. local time of
the Site, excluding Sound Inc.'s locally -observed holidays) upon receipt of a trouble report of a
Major Failure by attempting to clear the failure remotely and/or contacting the End -User to begin
troubleshooting the system failure.
Onsite response within four (4) business hours (Monday through Friday 8 a.m. —4:30 p.m. local
time at the Site, excluding Sound Inc.'s locally -observed holidays) upon receipt of a trouble report
of a Major Failure, which cannot be resolved by a remote engineer.
Minor Equipment Failure
• Response within eight (8) business hours (Monday through Friday 8 a.m. — 4:30 p.m. local time of
the Site, excluding Sound Inc.'s locally -observed holidays) upon receipt of a trouble report of a
Minor Failure by attempting to clear the failure remotely and/or contacting the End -User to begin
troubleshooting the system failure.
Onsite response within the next business day (Monday through Friday 8 a.m. — 4:30 p.m. local
time of the Site, excluding Sound Inc.'s locally -observed holidays) upon receipt of a trouble report
of a Minor Failure, which cannot be resolved by a remote engineer.
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Proposal - Village of Oak Brook
Description of Coverage: Application(s)
Hours of Coverage
• 8 a.m. — 4:30 p.m. Monday through Friday (local time at the Site, excluding Sound Inc.'s locally
observed holidays) remote or onsite support for a Major or Minor Application Failure (as defined
6(d)).
Response Objectives
Major Application Failure
• Two hour response upon receipt of a trouble report of a Major Application Failure. Two hour
response includes one or more of the following: attempting to resolve the failure through remote
diagnostics; contacting the Customer to begin troubleshooting the Application Failure; or on-site
arrival of an engineer.
Minor Application Failure
• Next business day response (Monday through Friday 8 a.m. — 4:30 p.m. local time of the Site,
excluding Sound Inc.'s locally observed holidays) upon receipt of a trouble report of a Minor
Application Failure. Next business day response includes one or more of the following:
attempting to resolve the failure through remote diagnostics; contacting the Customer to begin
troubleshooting the Application Failure; or on-site arrival of an engineer.
Defective Media Replacement
Replacement of defective software media is included in this Support Plan.
Additional Services
Liaison support: When applicable, Sound Inc. will communicate and cooperate with the OEM network
equipment and/or application software supplier to determine the source of the software application failure.
Note: Any peripheral or ancillary products not listed above may be serviced, at Sound Inc. 's option, at the
End -User's request on a time and materials basis at then current support services rate.
Requirements
Remote Access is required in order to provide the services as described above. Remote Access options
and conditions are explained previously in the document. If remote access is not available or the Remote
Access Waiver provided above is signed, the additional terms and conditions described in the Remote
Access Waiver also apply to services provided after customer acceptance of the completed installation as
proposed.
If Remote access will not be allowed complete the Remote Access Waiver attached to this document as
Exhibit C.
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Proposal - Village of Oak Brook
Customer Responsibilities & Proposal Assumptions
The following conditions are the responsibility of Village of Oak Brook. For the proposed solution to be successful
these potential issues must be considered and resolved. Sound Inc. is excluded from resolving these conditions
under the terms of this proposal. Sound Inc. can provide services, materials and equipment to resolve any or all of
these issues under a separate agreement.
LAN Suitability
Village of Oak Brook is responsible to provide and maintain a Local Area Network (LAN) suitable for this application.
A suitable LAN includes equipment of sufficient quality and capability to provide stable error free packet transmission
with suitable bandwidth for the existing data traffic as well as any new applications included in this proposal. The
LAN equipment will be property programmed to provide VLANs for the separation and prioritization of IP traffic to
allow VoIP traffic priority over all other IP traffic.
If this is a multi -site network the IP packets will be routed between the sites and each site will have separate subnets.
QOS must be supported across WAN connections used to connect sites. A flat LAN across multiple sites is not
supported.
Resolution of problems created by an unstable or intermittent LAN that cause problems with the proposed solution is
not covered by this proposal. It is Village of Oak Brook 's responsibility to resolve these issues. Labor expended by
Sound Inc. to identify the source of the LAN issues will be billed on a T&M basis.
UPS (Uninterruptable Power Supply)
Village of Oak Brook is responsible to provide and install UPS units of sufficient size and run time for the
equipment in this proposal unless otherwise indicated in this proposal.
Sound Inc. will provide the power requirements and power draw of the equipment included in this
proposal.
Note: Depending on the equipment to be plugged into the UPS and the desired runtime a larger power
outlet may be required. Check with the UPS vendor for the power outlet requirements of the UPS.
Anti-virus software
Village of Oak Brook is responsible to provide, install and license anti-virus software on all servers and
computers provided as part of the proposed solution. Village of Oak Brook is also responsible for all
subscription/licensing fees and fee renewals.
Sound Inc. will provide documentation that specifies how to correctly install anti-virus software including
which files and folders need to be excluded from virus scans.
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Proposal - Village of Oak Brook
Schedule of Equipment and Services
Q_yt Part Number Description Unit Sell Ext Sell
Miscellaneous
1 Q24- SWA Covered Upgrade to UM4730 $0.00 $0.00
DN000000119774
Installation Services
Taxes
No Illinois Tax/Tax Exempt
$0.00 $0.00
EQUIPMENT SUB -TOTAL
$0.00
Installation Services
8 Labor -Phone System Installation
$152.00 $1,216.00
10 Labor -Phone Installation Overtime Tasks
$228.00 $2,280.00
SERVICES SUB -TOTAL $3,496.00
TOTAL PRICE $3,496.00
Sound Incorporated, LLC. Page 9 of 13 11/14/2017
Proposal - Village of Oak Brook
Terms
Capital Investment
50% due upon order aduxNAedgement, 40% due upon system ystem cutover and 10% due upon acceptance.
Total Investment
$3,/86.00 (not ind. tax)
Note vastmnymenfs made Dy Cwedi! Card ere subject b an additbna/ 3•.b daMCB Tae. This rte WO be added b the =7ftd blef
Nice wtass otnenwsa irrdi6afad
Note: Payments made by Credit Card are subject to an additional 3% semos fee.
The dOw, Payment based on 50% dow, The estimated service fee for a 60% downs $1, 746.00
44
This fee will be added to the contract total investment Pico � $s
price unless dharwise i
ndicate!
By village of Oak Brook signing below, Village of Oak Brook confirms their acceptance of the Terms and
Conditions set forth in this Proposal and the Scope of Work and gives Sound Inc. the ability to proceed
With the wort described In this SOW. In addition, by signing this SOW Village of Oak Brook
acknowledges that they will undertake site Preparations and meet network specifications as detailed in
the Key Requirements and Customer Responsibilities sections of this proposal
REQUIRED., Initial and date the Contract Terms and Conditions attached to this document ae Exhibit A.
OPTIONAL: If Remote access will not be allowed complete the Remote Access Waiver att®ded to this
document as Exhibit C.
Acceptance by:
Village of Oak Brook
Sound, incorporated
Naperville, IL
Sound Incorporated, LLC. Page 10 of 13
11/14!2017
Proposal - Village of Oak Brook
Exhibit A
Contract Terms and Conditions
1. ¢Aaron of a Smurfiv interest
Until such fime as SUMC has id the lareed purchase onceSeller hereby retains and Buyer hereby grants a purchase money sec n
inter in the described equipment, In connection therewith. Buyer Sorees to execute all instruments (including financing statements) deemed
necessary by Seller under applicable law to establish, maintain and continue perfected Sellers purchase money security interest in the
equipment or otherwise protect its rights in and to said equipment Buyer hereby authorizes Seller as its attorney -m -fact to execute and file,
on Buyers behalf, any such UCC Financing Statement.
2. L' 'tar d E f W M'
Seller hereby warraras Me tles MM equipment against defective pads for a pend of one (1) h thedate fInstallation and warrants that
the Installation of said equipment shall be performed in a workmanlike manner. Buyers exclusive remedy under these warranties shall be the
air and replacement by Seller at Sellers expense of nonconforming equipment or parts thereof.
The Warranty does not extend to any equipment which has been (1) subjected 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 heatingNentilating/air conditioning (HVAC),
HVAC failure or causes other than ordinary use IN is the buyer's responsibility to regulate and filler any and all necessary power requirements
and to supply and maintain a static free environment to insure system integrity). (c) wired. repaired or Shared by anyone other than Seller
without Sellers express and prior approval, (d) improperly installed by someone other Man Seller, its subcontractors or affiliates, {e) used in
violation at 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 susperM warranty, work if Me purchase price is not paid in NII when due and shall
not be required to recommence warranty work until all obligations of Buyer under this Agreement am safisfied in NII; provided, however, that
nothing hereunder shall extend 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 shah not be effective unless made in venting
and signed by the party against whom such waiver, amendment. notice or termination is sought M be enforced.
4. Risk of Loss
Upon identification of the described equipment to the contract, Buyer shall bear the nsk of loss and it shall remain on Buyer regardless of any
breach by Seller of any provisions hereof.
6. Tax Obligation
Buyer will pay promptly when due all taxes, assessments and other charges levied or asaeseed by any governments or governmental
agency upon Me sale of Me described equipment
6. Assignment
Buyer may not delegate is performance or assign Its rights under this Agreement except upon Me express written consent of Seller which
consent may be withheld in
Sellers sole discretion.
7. Benefit
This Agreement shall be binding upon, shall mums to the benefit of, and Shall be enforceable by, each of the parties hereto, its successors and
assigns.
8. Limitation of Liability
Client understands that: a) Sound Incorporated is not an insurer Of Client's property or the personal safety of persons at said location. b) Client will provide
any insurance on said location and is contents, c) Me amount Client's pay to Sound Incorporated is based solely on We value of Me system and service
Sound Incorporated provides and not on the value of Client's location or is contents, d) it is difficult to determine what portion, if any, of any propend loss,
personal injury or death would be proximately caused by Sound Incorporated's failure to perform, negligence or a failure of the system.
Therefore, Client agrees that, even If a court decided that a failure M the system, Sound Incorporated's negligence, repair, or service caused or allowed
any harm or damage, whether propend damage, personal injury or death to Client or anyone at Client's location. Sound Incomorated's liability shall be
limited to six (6) times Me monthly service fee, and this shall be Client's only remedy, regardless of what legal theory is used to determine that Sound was
liable for Me injury or loss.
9. Thiel Party Indemnification and Subroaabon
R anyone other than Client asks Sound Incorporated to pay for any harm and/or damages, including property damage, personal injury or dead,
connected with or resulting from a) Sound Incorporatea's negligence b) any other improper or careless activily of Sound in Providing the system or
services w c) a claim for indemnification or contrbWon, Client will repay to Sound any amount which a won orders Sound Incorporated to pay or which
Sound reasonably agrees to pay and amount of Sound Incorporated's reasonable ahomey's fees and any other losses and costs that Sound may incur
in connection with the hams or damages. Client's obligation to repay Sound for such harm and/or damages shah not apply. h the harm andlor 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 Client's insurance policy, Client agrees to release Sound from any claims of parties suing through Client's
authority or in Client's name, such as Client's insurance company, and Client agrees to defend Sound against such claim. Client will notify is insurance
company of this release.
Sound Incorporated, LLC, Page 11 of 13 11/14/2017
Proposal - Village of Oak Brook
10. Construction
This wrung Wnstilutes Me final expression of the agreement between the parties and 4 intended as a compete staternent of tire terms of the
agreement. No course of prior dealings behveen Cie parties and m trade shall be relevant to supplement or explain act term used in this
Agrearnenl. This Agreement has been fin wage
finally me 1, ad in the Stale of State and shall be 9overtpd by Me laws of Me Slate of IlGnds inducing
Me Unifpm Commercial Code and its amendrnerts as effective in Me Stale of Illinois.
I . ACorney' Feessra
Buyer shall pay p Seller atl attorneys, tees, co u rt toms, and all other expanse, wNch may be incurred b Seller In enforcing,
atoms, act of its rights under this Agreement, or aoaf t Y rg, or atlempting to
mater hereof. -- MEN19 --� or with respect to any maters 0 nn ckd with Me subjerA
12. Interest/Late Charges
Buyer agrees to pay 1 112% per month FINANCE CHARGE (18% PER ANNUM) 't Me pumhese once Is M paid in NII when due
13. Severabgity
Ties Agreement ant all provisions hereof are intended to be severable, and this Agreement shall rernaln enfonxiable In Me event
any provision hereof Is dedared invalid
14. Ayttillft
Buyer represents, covenants and warrants p Seller Mat Buyer has corporate or other ppver to make and Perform his Sates Agreement and Mat
Me melding and Peocarnil of the Sales Agreanerd by Buyer, and Me firiandrg hereunder, have been d
or other action of Ma Buyer aro wig rpt Mate act phnasfan of lew or of its Arfides of 1 W ,a, Articles
q all rpxessary corporate
of Fomtation or other chaffer. or Operabrg Agreement, or resell in the breech of a agnser aabon or By Laws. Asides of organization, vAddh it Certificate
q 9reefnanl to wNch sayer is a party xx' q wNch N is bound.
Initial—Mate bLlici—l?
nitial ate1?
Sound Incorporated, LLC. Page 12 of 13
11/14/2017
Proposal - Village of Oak Brook
Exhibit C
Remote Access Waiver
By signing this waiver Village of Oak Brook acknowledges that by prohibiting Remote Access for security policy
issues or for any other reasons then Village of Oak Brook agrees to pay for all travel time and additional labor
expended because of this restriction, including offske time spent to download software and updates to removable
media, return trips, etc. Any time spent waiting for Village of Oak Brook to provide access is billable. Overtime labor
rates apply for work requested to be done after hours. Village of Oak Brook is responsible to provide all clearances
and access as needed for onsite support.
Village of Oak Brook
1200 Oak Brook Road, Oak Brook, IL 60523
Ic-c- 0C� i &' NFV
1 ':�-
Date
Sound Incorporated, LLC. Page 13 of 13 11/14/2017