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R-20-15 Resolution Approving an Agreement with Closed Circuit Innovations, Inc. Resolution No. A Resolution Approving an Agreement with Closed Circuit Innovations, Inc. WHEREAS, the President and Board of Trustees desire to enter into an Agreement with Closed Circuit Innovations, Inc., substantially in the form attached hereto as Exhibit A; BE IT RESOLVED by the Village President and Board of Trustees of the Village of Lemont as follows: SECTION ONE: The foregoing findings and recitals, and each of them, are hereby adopted as Section One of this Resolution and are incorporated by reference as if set forth verbatim herein SECTION TWO: The Village Administrator is authorized to execute the Agreement attached hereto as Exhibit A, to make minor changes to the document prior to execution which does not materially alter the Village's obligations, and to take any other steps necessary to carry out this Resolution. SECTION THREE: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK,WILL AND DUPAGE, ILLINOIS on this 13th day of April,2015. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer Paul Chialdikas Clifford Miklos ✓ Ron Stapleton Rick Sniegowski V Jeanette Virgilio ✓ •� ` . •— #637386 1 President ATTEST: .t / 4_11A -41 v. CHARLENE M. SMOL EN Village Clerk #637386 2 e EXHIBIT A Agreement with Closed Circuit Innovations 1 #637386 3 CLOSED CIRCUIT INNOVATIONS This Hardware, Software and Service Agreement ("Agreement") is made and entered into this /3 day of fipr! / , 2015, by and between Closed Circuit Innovations, Inc., an Illinois Corporation ("CCI"), and the Village of Lemont, an Illinois municipal corporation ("Village"). CCI will provide certain hardware, software and maintenance to the hardware and software provided to the Village. CCI and the Village are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties." 1. CCI Responsibilities Hardware and Software. In addition to any other responsibilities set forth elsewhere in this Agreement, CCI shall: a. provide and install certain hardware and software as detailed on Group Exhibit A ("hardware and software"), which is hereby incorporated and made part of this Agreement as set forth fully herein. b. grant to the Village a non-transferable, non-exclusive limited license to use the software accompanying and installed into the hardware by CCI, which shall be used solely with the hardware. All existing licenses granted by CCI to the Village shall remain in effect. For purposes of this Agreement, any upgrades to the software shall be deemed to be software in the same manner as when originally installed and subject to all the terms, restrictions and covenants in this Agreement. 2. CCI Responsibilities Maintenance Services. CCI shall also maintain the hardware and software purchased from CCI under this Agreement and for the hardware and software previously purchased by the Village and installed by CCI as provided in Exhibit B and as follows (to the extent there is any conflict between this section and Exhibit B, the terms of this section shall control): a. CCI shall continue to maintain the following existing equipment per the terms of the December 11, 2012 Maintenance Agreement until both the Final Payment-Police and Final Payment-Public Works (both terms defined below) have been made by the Village to CCI. After both Final Payment- Police and Final Payment-Public Works have been made, the terms of this Agreement shall apply to the following existing equipment: i. Lemont Metra Station—LMTS112912 ii. Lemont Village Hall—LVHnv1112 iii. Lemont Parking Garage—LPGnov2912 iv. Outdoor (VACS server system with wireless camera at the quarry near KA Steel b. Maintenance services shall be provided as described in Exhibit B. In addition to the terms provided in Exhibit B, the following terms shall also apply: i. Upon notification from the Village, CCI shall provide maintenance services to the Village as may be reasonably required, but in no event longer than 24 hours after such notice is provided. ii. CCI shall provide the maintenance necessary, and shall adjust or repair the hardware and software as CCI determines is the best and most efficient manner in doing so. iii. In the event CCI removes any equipment for maintenance, it shall simultaneously provide temporary replacement equipment that shall be the same as the removed equipment or similarly functioning equipment. c. CCI shall not charge the Village for any labor costs or additional costs for maintenance services, other than the maintenance costs described in this Agreement. d. In no event shall maintenance services be provided under this Agreement to correct problems resulting from: i. Any modification of or repair to the hardware and software by the Village or a third party, unless such third party was a subcontractor or otherwise related to CCI; ii. Any installation of the hardware and software by the Village or a third party, unless such third party was a subcontractor or otherwise related to CCI; iii. Any, excessive force, tampering, misuse, or any other improper handling of the hardware software by the Village or a third party, unless such third party was a subcontractor or otherwise related to CCI; 3. Hardware,Software and Maintenance Payments Payments for the purchased hardware and software and installation of the same, as well as maintenance payment for each location shall be made in the manner set forth below. All payments shall be made in accordance with the Local Government Prompt Pay Act 50 ILCS 505/1 et.seq. POLICE DEPARTMENT Village shall pay CCI the total sum of $89,975.00 for the hardware and software as follows: a. the Village shall pay CCI the amount of$67,481.25 upon the execution of this Agreement. _Z_ b. the Village shall pay CCI the remaining amount of $22,493.75 ("Final Payment—Police") within thirty (30) days upon the complete installation and confirmation that the hardware and software is operational as intended. If for any reason the Village is unsatisfied with the hardware and software this Final Payment—Police shall be withheld from CCI until such time the hardware and software is operating to the satisfaction of the Village. c. Maintenance Cost. Village shall pay CCI monthly for 60 months, no later than the last day of each month, the amount of $895.00 for the maintenance of the hardware and software. PUBLIC WORKS Village shall pay CCI the sum of $32,802.00 for the hardware and software as follows: a. the Village shall pay CCI the amount of$24,601.00 upon the execution of this Agreement. b. the Village shall pay CCI the remaining amount of$8,201.00 ("Final Payment- Public Works") within thirty (30) days upon the complete installation and confirmation that the hardware and software is operational as intended. If for any reason the Village is unsatisfied with the hardware and software this Final Payment-Public Works shall be withheld from CCI until such time the hardware and software is operating to the satisfaction of the Village or until this contract is terminated. c. Maintenance Cost. Village shall pay CCI monthly for 60 months, no later than the last day of each month, the amount of $535.00 for the maintenance of the hardware and software. OTHER LOCATIONS a. The existing Maintenance Agreement between CCI and the Village dated December 11, 2012 shall be superseded by the terms of this Agreement, at the time both Final Payment-Police and Final Payment-Public Works has been made by the Village to CCI. b. Maintenance Cost. Village shall pay CCI monthly for 60 months, no later than the last day of each month, the amount of$1,000.00 for the maintenance of the hardware and software. 4. Subcontractors. CCI shall disclose all subcontractors to the Village's designee prior to any work and/or installation being performed. The Village shall have the sole discretion to deny the use of a particular subcontractor. -3- 5. Installation. The Village authorizes CCI, its agents, employees and approved subcontractors to install and/or service the hardware and software, and in doing so, make any necessary inspections, tests, changes and repairs required. Village shall allow CCI, its agents, employees and approved subcontractors reasonable access to the site in which said installation and maintenance shall be performed. Reasonable access shall be allowed to CCI upon the receipt and confirmation of notice to the Village from CCI. In the event of an emergency, the Village has the right to waive this notice requirement. 6. Term and Termination. This Agreement shall be effective as of the date this Agreement is signed by all Parties. The Agreement, as it relates to the maintenance period shall be in effect for a period of five (5) years. The maintenance period shall begin on the day after the final payment is made by the Village to CCI. The maintenance payment for the "other locations" shall begin at the time both Final Payment-Police and Final Payment-Public Works has been made by the Village to CCI. The Village may terminate this Agreement at any time upon 30 days written notice to CCI. In the event that this Agreement is so terminated, CCI shall be paid for maintenance provided up to the date of Termination. If this Agreement is terminated in the middle of the month, CCI shall be paid a pro rated amount for that month's maintenance payment. 7. Warranties. CCI warrants to the Village that all material and equipment furnished under this Agreement shall be of a suitable grade for the purpose intended and that all installation and work performed shall be of good quality, free from faults and defects and in conformance with the Agreement. CCI warrants that the installation and work shall be done in a workmanlike manner in accordance with the Agreement and that the labor, products, material, and equipment will be free of defects prior to any final payment being made by the Village to CCI. CCI warrants that no materials or supplies for the installation and work purchased by CCI or any approved subcontractor are subject to any chattel mortgage or other condition or agreement by which an interest is retained by the seller. CCI further warrants that it has good title to all materials and supplies used in the performance of the installation and work, and any such materials and supplies are free from all liens, claims or encumbrances. 8. Licenses. CCI shall obtain, at its own expense, all permits and licenses which may be required to complete the Work, and/or required by municipal, state, and federal regulations and laws. 9. Acknowledgement. Village acknowledges that CCI makes not guarantee or warrant that any service of product supplied by CCI will prevent, avert or deter any damage to persons or property. -4- 10. Indemnification. A. To the fullest extent permitted by law, CCI shall defend, hold harmless, and indemnify the Village, their corporate authorities, trustees, officers, directors, agents, and employees from and against any and all injury, death, loss, property damage, judgments, liens, claims, suits, liabilities, actions, causes of action, demands, expenses, costs, or other liabilities of any character (including reasonable attorneys fees) arising in whole or in part, relating to or resulting from: (1) CCI's and any subcontractor's performance of, or failure to perform, the services or any part thereof, and concurrent negligence or fault of CCI, except to the extent caused by the sole negligence of the Village. (2) the failure to comply with, or violation of, any federal, state or local law, statute, regulation, rule, ordinance, order, or governmental directive; (3) infringement of any patent, trademark or copyright. In connection with any such liabilities, the Village, their officers, agents, employees, representatives and their assigns shall have the right to defense counsel of their choice and CCI shall be solely liable for all costs, fees and expenses of such defense. The terms of this indemnity shall survive the suspension, expiration or termination of this Agreement. B. Kotecki Waiver. CCI (and any subcontractor into whose subcontract this clause is incorporated) agrees to assume the entire liability for all personal injury claims suffered by its own employees and waives any limitation of liability defense based upon the Worker's Compensation Act and cases decided thereunder. CCI agrees to indemnify and defend the Village from and against all such loss, expense, damage or injury, including reasonable attorneys' fees, which the Village may sustain as a result of personal injury claims by CCI's employees, except to the extent those claims arise as a result of the Village's sole negligence. 11. Insurance. Contemporaneous with execution of this Agreement, CCI shall provide the Village with certificates and policies of insurance, including, without limitation, comprehensive general liability, automobile liability, and professional liability, all with coverages and limits acceptable to the Village. CCI shall name the Village, its elected and appointed officials, officers, employees and agents as an additional insured on any such insurance. For good cause shown, the Village may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as the Village may impose in the exercise of its sole discretion. Such insurance shall provide that no change, modification in, or cancellation of any insurance shall become effective until the expiration of 30 days after written notice shall have been given by the insurance company to the Village. CCI shall, at all times during the term of this Agreement, maintain and keep in force, at the CCI's expense,the insurance coverages. -5- 12. Relationship of the Parties. CCI shall act as an independent contractor in providing and performing all services. Nothing in, or done pursuant to, this Agreement shall be construed (1) to create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and CCI; or (2) to create any relationship between the Village and any subcontractor of CCI. CCI shall take direction solely and directly from the Village. 13. Conflict of Interest. CCI represents and certifies that, to the best of its knowledge, (1) no Village employee or agent is interested in the business of CCI or this Agreement; (2) as of the date of this Agreement neither CCI nor any person employed or associated with CCI has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither CCI nor any person employed by or associated with CCI 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. 14. No Collusion. CCI represents and certifies that (1) CCI is not barred from contracting with a unit of state or local government as a result of (a) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless CCI is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq., 65 ILCS 5/11-42.1-1 et seq.; or (b) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Illinois Criminal Code of 1961, 720 ILCS 5/33E-1 et seq.; (2) only persons, firms, or corporations interested in this Agreement as principals have been those disclosed to the Village prior to the execution of this Agreement; and (3) this Agreement is made by CCI without collusion with any other person, firm,or corporation. If at any time it shall be found that CCI has, in procuring this Agreement, colluded with any other person, firm, or corporation, then CCI 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. 15. Sexual Harassment Policy. CCI certifies that it has a written Sexual Harassment Policy in full compliance with 775 ILCS 5/2-105(A)(4). 16. Non-Discrimination. In all hiring or employment by CCI pursuant to this Agreement, there shall be no discrimination against any employee or applicant for employment because of age, race, gender, creed, national origin, marital status, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification. CCI agrees that no person shall be denied, or subjected to discrimination in receipt of the benefit of any services or activities made possible by, or resulting from, this Agreement. 17. Freedom of Information Act. CCI agrees to furnish all documentation related to this Agreement and any documentation related to the Village required under an Illinois Freedom of Information Act (ILCS 140/1 et. seq.) ("FOIA") request within five (5) days after Village issues notice of such request to CCI. CCI agrees to defend, indemnify and hold harmless -6- the Village, and agrees to pay all reasonable costs connected therewith (including, but not limited to reasonable attorney's and witness fees, filing fees and any other expenses) for the Village to defend any and all causes, actions, causes of action, disputes, prosecutions, or conflicts arising from CCI's, actual or alleged violation of the FOIA or CCI's failure to furnish all documentation related to a request within five (5) days after the Village issues notice of a request. Furthermore, should CCI request that the Village utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying that request, CCI agrees to pay all costs connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other expenses) to defend the denial of the request. The defense shall include, but not be limited to, challenged or appealed denials of FOIA requests to either the Illinois Attorney General or a court of competent jurisdiction. CCI agrees to defend, indemnify and hold harmless the Village, and agrees to pay all costs connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other expenses) to defend any denial of a FOIA request by CCI's request to utilize a lawful exemption to the Village. 18. Amendment. No amendment or modification to this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by both the Village and CCI. 19. Assignment. This Agreement may not be assigned by the Village or by CCI without the prior written consent of the other party. 20. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the parties hereto and their agents, successors, and assigns. 21. Notice. All notice required or permitted to be given under this Agreement shall be in writing and shall be (i) personally delivered, or (ii) delivered by a reputable overnight courier, (iii) delivered by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, (iv) by telecopy. Telecopy notices shall be deemed valid only to the extent that they are actually received by the individual to whom addressed and followed by delivery of actual notice in the manner subscribed in either (i), (ii) or (iii) above within three business days thereafter at the appropriate address set forth below. Notices and communications to the VILLAGE shall be addressed to, and delivered at, the following address: Village of Lemont Attn:Village Administrator 418 Main Street Lemont, Illinois 60439 Notices and communications to CCI shall be addressed to, and delivered at, the following address: -7- Closed Circuit Innovations, Inc. Attn: Steve Coan P.O. Box 2784 Naperville, IL 60567 22. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation other than CCI shall be made, or be valid, against the Village. 23. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all previous or contemporaneous oral or written agreements and negotiations between the Village and CCI with respect to this Agreement and the services provided hereunder. 25. Waiver. No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other provision of this Agreement (whether or not similar) nor shall any such waiver be deemed to constitute a continuing waiver unless otherwise expressly provided in this Agreement. 26. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. 27. Effective Date. This agreement shall be binding on the parties and effective only as of the date fully executed by both parties. 28. No Waiver of Tort Immunity. Nothing contained in this Agreement shall constitute a waiver by the Village of any right, privilege or defense available to Village under statutory or common law, including but not limited to the Illinois Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq., as amended. 29. Governing Law and Jurisdiction. The Village and CCI agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the State of Illinois without regard to any conflict of laws provisions, which may apply the laws of other jurisdictions. It is further agreed that any legal action between the Village and CCI arising out of this Agreement or the performance of the services shall be brought in a court of competent jurisdiction in the County of Cook, State of Illinois. -8- 30. Compliance with Laws. CCI shall comply with all applicable laws, regulations and rules promulgated by any federal, state, local, or other governmental authority or regulatory body pertaining to all aspects of the performance of the services under this Agreement, now in effect,or which may become in effect during the performance of the Services. The scope of the laws, regulations, and rules referred to in this paragraph includes, but is in no way limited to, the Illinois Human Rights Act, Illinois Equal Pay Act of 2003, Occupational Safety & Health Act along with the standards and regulations promulgated pursuant thereto (including but not limited to those safety requirements involving work on elevated platforms), all forms of traffic regulations, public utility, Interstate and Intrastate Commerce Commission regulations, Workers' Compensation Laws, Public Construction Bond Act, Prevailing Wage Laws, Public Works Preference Act, Employment of Illinois Workers on Public Works Act, USA Security Act, federal Social Security Act (and any of its titles), and any other law, rule or regulation of the Illinois Department of Labor, Department of Transportation, Illinois Environmental Protection Act, Illinois Department of Natural Resources, Illinois Department of Human Rights, Human Rights Commission, EEOC, and the Village of Lemont. 31. Acknowledgement. The undersigned hereby represent and acknowledge that they have read the foregoing Agreement, that they know its contents, and that in executing this Agreement they have received legal advice regarding the legal rights of the party on whose behalf they are executing this Agreement, and that they are executing this Agreement as a free and voluntary act and on behalf of the named parties IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. CLOSED CIRCUIT INNOVATIONS, INC., VILLAGE OF LEMONT, an Illinois Apt oration a munici• . o :orati. itairAdisto- By: Al WA MK. B . Q(� Name: V -geo"'Ki '000%,-) Name: f3riirt- 'ii, eaves Title: SIOI ( Title: VI (I 41 Preciden1 y Address: (911 filer/lLL. iIIE I 2 Address: 4ig (N dine rif,TL(P6143d1 11/Atltc�� C 66,5-Yo -9- Group Exhibit A Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#I26 Naperville, IL 60540 630-258-3028 Date Since 1988 3/23/2015 Lemont Public Works Department 16680 New Ave. Estimate# Lemont IL 60439 dis10%servl Description Qty IVACS Digital Video Open Architecture Enterprise SQL Server 4 -Intel processor -Tower Case -2 weeks of digital video storage with expandability -Encrypted video format(Law Enforcement Grade) -Windows Operating System -Network transmission -CD/DVD burner and software -Audio expandability -Unlimited remote network client encrypted software installed by CCI -Keyboard/mouse/19"LED monitor display -Recording resolution is as high as the camera will transmit -Integrated video/photo enhancement software -Unlimited remote enterprise software installed by Closed Circuit Innovations IVACS OEM High Definition Day/Night 12 -Visibility Enhancer/XDNR Technology - 1080p High definition Sony Chipset -Extreme low 0 lux IR integrated lights with 60 foot IR light range -3—9mm auto-iris lens -Video compression MPEG4/MJPEG/H.264 triple stream -Extreme indoor and outdoor rated -IVACS secure codec -Software programming Subtotal Thank you for the opportunity to quote. Sales Tax (0.0%) Total Customer Signature Phone# Fax# E-mail Web Site Page 1 Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 Naperville, IL 60540 630-258-3028 Date Since 1988 3/23/2015 Lemont Public Works Department 16680 New Ave. Estimate# Lemont IL 60439 dis 10%sery l Description Qty Installation Hardware/ Communication&Power Wire 1 NO CHARGE------NO CHARGE NO CHARGE NO CHARGE NO CHARGE NO CHARGE Labor 1 *Install/Terminate Wire *Install/Calibrate/Adjust Cameras *Build/Program/Install Digital Video Server *Calibrate Software to Customers Needs *Train Customer NO CHARGE-----NO CHARGE-----NO CHARGE NO CHARGE NO CHARGE----NO CHARGE Subtotal Thank you for the opportunity to quote. Sales Tax (0.0%) Total Customer Signature Phone# Fax# E-mail Web Site Page 2 Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 • Naperville, IL 60540 630-258-3028 Date Since 1988 3/23/2015 Lemont Public Works Department 16680 New Ave. Estimate# Lemont IL 60439 dis 10%sery 1 Description Qty Onsite Service and Software Agreement Includes: --Enterprise software with POLICE/SWAT link software --Video Software use with Upgrades/Installation --Repair Parts/Labor under normal wear and tear --Adjustment/Lens RF Specialty Tools --Equipment cleaning when customer requests (These services guaranteed to have NO LABOR charges associated with them.) Agreement will NOT cover vandalism,customer damage,and'Acts of Nature' 5 Year Service and Software Agreement Fixed monthly rate for$535.00 agreement. Signature Required X Print Name/Title X Deposit$24,601 Balance of$8,201 upon completion Subtotal $32,802.00 Thank you for the opportunity to quote. Sales Tax (0.0°%a� $0.00 Total $32,802.00 Customer Signature Phone# Fax# E-mail Web Site Page 3 Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 Naperville, IL 60540 630-258-3028 Date Since 1988 3/23/2015 Lemont Village Hall 418 Main Street Estimate# Lemont,IL 60439 renew-10% Description Qty Onsite Service/Software Agreement change of 10%reduction to start once POLICE DEPARTEMENT/ PUBLIC WORKS projects are finished and final payment received for a period of five years. Length of Agreement:5 years NO CHANGE RATE of$1000 per month for existing Software and Service Agreement Signature Required X Print Name/Title X Subtotal $o.00 Sales Tax (0.0%) $o.00 Total $0.00 Customer Signature Phone# Fax# E-mail Web Site Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 Naperville, IL 60540 630-258-3028 Date Since 1988 2/19/2015 Lemont Police Department 14600 127th St. Estimate# Lemont,IL 60439 LPrev 10%ser Description Qty IVACS Digital Video Open Architecture Enterprise SQL Server 3 -Intel processor -90 days of digital video storage with expandability -Encrypted video format(Law Enforcement Grade) -Windows Operating System -Network transmission -CD/DVD burner and software -Audio recording(Single channel) -Unlimited remote network client encrypted software installed by CCI -Existing display and KVM -Recording resolution is as high as the camera will transmit -Integrated video/photo enhancement software -Unlimited remote enterprise software installed by Closed Circuit Innovations -10 simultaneous network remote users Server is built ready for 10801-ID cameras in the future NO LABOR CHARGE Subtotal Thank you for the opportunity to quote. Sales Tax (0.0%) Total Customer Signature Phone# Fax# E-mail Web Site Page 1 Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 Naperville, IL 60540 630-258-3028 Date Since 1988 2/19/2015 Lemont Police Department 14600 127th St. Estimate# Lemont,IL 60439 LPrev 10%ser Description Qty IVACS Detective(INTERVIEW ROOM SYSTEM) 3 -Digital recorder with DVD movie quality and functionality of DVD standard movie format -Omni-directional low impedance interview room version microphone system -One zoom angle covert color camera for picture of suspect(Picture in Picture) -One wide angle covert color camera for room coverage(Picture in Picture) -High-quality digital video @ 30 fps MPEG 2 compression -One 19"LED viewing monitor IVACS Digital Video Open Architecture Enterprise SQL Server -Redundant recording back up of audio/video -Remote audio/video transmission over local internal network for monitoring in another room NO LABOR CHARGE Labor *Install/Terminate Wire *Install/Calibrate/Adjust Cameras *Build/Program/Install Digital Video Server *Calibrate Software to Customers Needs *Train Customer NO CHARGE NO CHARGE NO CHARGE NO CHARGE NO CHARGE NO CHARGE NO CHARGE NO CHARGE NO CHARGE Subtotal Thank you for the opportunity to quote. Sales Tax (0.0%) Total Customer Signature Phone# Fax# E-mail Web Site Page 2 Create Cut invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 Naperville, IL 60540 630-258-3028 Date Since 1988 2/19/2015 Lemont Police Department 14600 127th St. Estimate# Lemont,IL 60439 LPrev 10%ser Description Qty IVACS Digital City remote viewing station for dispatch center and 1 unit in deputy chiefs office 8 -Wall mounted 27"LED Touchscreen -IVACS micro video sever and enterprise remote software NO LABOR CHARGE Installation Hardware/ Communication Network/ Wiring 1 NO LABOR CHARGE Subtotal Thank you for the opportunity to quote. Sales Tax (0.0%) Total Customer Signature Phone# Fax# E-mail Web Site Page 3 Create Cut Invent\Closed Circuit Innovations Proposal 424 Fort Hill Drive#126 Naperville, IL 60540 630-258-3028 Date Since 1988 2/19/2015 Lemont Police Department 14600 127th St. Estimate# Lemont,IL 60439 LPrev l 0%ser Description Qty Onsite Service Agreement Includes:Software Upgrades/Installation,Repair Parts,and Equipment Adjustment/Lens Cleaning When Customer Requests. (These Services guaranteed to have NO LABOR charges associated with them.) Agreement will NOT cover vandalism,customer damage,and'Acts of Nature' Equipment covered by Service Agreement: -All equipment listed in this proposal -All existing interview room equipment(Recorders being replaced with new and key switch feature removed) -All existing cameras,wiring,power supplies -IVACS Enterprise Software and updates -Insurance Certificate -LED Police department sign (Free POLICE Department designed custom stainless steel and glass LED sign once final payment is received) Length of Agreement:5 years Monthly Rate - $895.00 Signature Required X Print Name/Title X Deposit$67,481.25 and signed service agreement/proposal Balance of$22,493.75 upon completion Subtotal $89,975.00 Sales Tax (0.0%) $0.00 Thank you for the opportunity to quote. Total $89,975.00 Customer Signature Phone# Fax# E-mail Web Site Page 4 EXHIBIT B closed c remit I N N O V A T I O N S Hardware / Software / Service Agreement Highlights Overview Closed Circuit Innovations Inc. is pleased to offer the terms of our 24 hour, 7 day a week, 365 days a year service agreement for potential clients requiring an exceptionally high level of service and operational security when it comes to their video surveillance systems. This concept is not born out of poor product reliability, but for our clients requiring operational security while having Fixed Costs over time related to dynamic and environmental usage factors. When surveillance is of utmost importance, this service is designed to decrease your overall system downtime by providing quick response. A second benefit is that it can eliminate lost time due to internal red tape due to unforeseen repairs, adjustments, training, and software upgrades, because of purchasing a service agreement; our customers worry less about maintaining their surveillance system and spend more time using it. Once more, by purchasing a service agreement, your up-front system and installation costs are significantly reduced versus buying outright with warranty. Below is a summary of what is included in our service agreement. Please keep in mind that CCI, Inc. does not limit you for quantities of software seat licenses under this agreement, a major benefit of the service program over and above our support features. Technical Response: Software: • 24-Hour Phone Support, 7 days a week is Unlimited remote •5 days a week On-site Service (Normal Hours) • Includes, updates, installation& training ■No equipment charge for Emergency Holiday throughout the life of the agreement. On-site Service ■ Includes up to on-site and off-site troubleshooting Covert Installation HELP: (NO CHARGE) ■ Transportation To and From Customer Location • If you should ever have an internal • Priority Service vs. Warranty Clientele problem that can be solved with a temporary Training: covert camera, we will provide/install a camera g: that would be linked to your existing system. • Unlimited On-Site Staff Training and Retraining This included service is not offered by any of or competitors and we are proud to offer you the Cameras/Associated Equipment: piece of mind for your loyalty as a service contract • Cleaning/Troubleshooting/ Repair or Replace customer which has helped so many. with equal or slightly better camera if existing Agreement includes specialty; camera is no longer functioning. • Adjusting RF Specialty Tools • Focusing Equipment cleaning when customer requests • Movement to new location* provided to improve picture quality. ■ Covers Parts, Labor, Workmanship. If the customer chooses to purchase, DVR and Peripherals: upgrades or additions during the • Cleaning and troubleshooting. 5-year agreement ONLY, CCI will provide • Configuration LABOR AT NO CHARGE during the period ■ Covers Parts, Labor,Workmanship, Preventive of the contract. Maintenance. ** ** Acts of Nature or Vandalism not included Party receiving this document and passing the information on to anyone other than intended accepts liability and damage caused to Closed Circuit Innovations. -10- 2015 Ogden Avenue, Suite 400 Lisle, IL 60532 American Capital Fax(630) 30)526 Fax(630)5112-0070 May 1, 2015 Ms. Christina Smith Village of Lemont, Illinois 418 Main Street Lemont, IL 60439 Dear Ms. Smith: Enclosed you will find copies of the lease documents for your new lease. A copy of the following documents is included: • Government Obligation Contract • Exhibit A—Description of Equipment • Exhibit B—Payment Schedule • Exhibit D—Signature Card • Notice of Assignment • Form 8038-G If you have any questions or additional requests, please do not hesitate to contact me. It was a pleasure doing business with you and Village of Lemont. Sincerely, Suzanne Otto American Capital IL Small Ticket Firm Term BC)VPA GOVERNMENT OBLIGATION CONTRACT Obligor Obligee Village of Lemont, Illinois American Capital Financial Services, Inc. 418 Main Street 2015 Ogden Avenue, Suite 400 Lemont, Illinois 60439 Lisle, Illinois 60532 Dated as of April 24,2015 This Government Obligation Contract dated as of the date listed above is between Obligee and Obligor listed directly above. Obligee desires to finance the purchase of the Equipment described in Exhibit A to Obligor and Obligor desires to have Obligee finance the purchase of the Equipment subject to the terms and conditions of this Contract which are set forth below. I. Definitions Section 1.01 Definitions.The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Additional Schedule"refers to the proper execution of additional schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by the Obligee all of which relate to the financing of additional Equipment. "Budget Year"means the Obligor's fiscal year. "Commencement Date"is the date when Obligor's obligation to pay Contract Payments begins. "Contract"means this Government Obligation Contract and all Exhibits attached hereto,all addenda,modifications,schedules,refinancings,guarantees and all documents relied upon by Obligee prior to execution of this Contract. "Contract Payments"means the payments Obligor is required to make under this Contract as set forth on Exhibit B. "Contract Term"means the Original Term and all Renewal Terms. "Exhibit"includes the Exhibits attached hereto,and any"Additional Schedule",whether now existing or subsequently created. "Equipment"means all of the items of Equipment listed on Exhibit A and any Additional Schedule,whether now existing or subsequently created,and all replacements,restorations, modifications and improvements. "Government"as used in the title hereof means a State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended ("Code"),or a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b), or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code. "Obligee"means the entity originally listed above as Obligee or any of its assignees. "Obligor"means the entity listed above as Obligor and which is financing the Equipment through Obligee under the provisions of this Contract. "Original Term"means the period from the Commencement Date until the end of the Budget Year of Obligor. "Partial Prepayment Date"means the first Contract Payment date that occurs on or after the earlier of(a)the twenty-four month(24)anniversary of the Commencement Date or(b)the date on which Obligor has accepted all the Equipment and all amounts have been disbursed from the Vendor Payable Account to pay for the Equipment. "Purchase Price"means the total cost of the Equipment,including all delivery charges,installation charges,legal fees,financing costs,recording and filing fees and other costs necessary to vest full,clear legal title to the Equipment in Obligor,subject to the security interest granted to and retained by Obligee as set forth in this Contract,and otherwise incurred in connection with the financing of this Equipment. "Renewal Term"means the annual term which begins at the end of the Original Term and which is simultaneous with Obligor's Budget Year and each succeeding Budget Year for the number of Budget Years necessary to comprise the Contract Term. "State"means the state in which Obligor is located. "Surplus Amount"means any amount on deposit in the Vendor Payable Account on the Partial Prepayment Date. "Vendor Payable Account"means the separate account of that name established pursuant to Section X of this Contract. Ii. Obligor Warranties Section 2.01 Obligor represents,warrants and covenants as follows for the benefit of Obligee or its assignees: (a) Obligor is an"issuer of tax exempt obligations"because Obligor is the State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended,(the"Code")or because Obligor is a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b),or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code. (b) Obligor has complied with any requirement for a referendum and/or competitive bidding. (c) Obligor has complied with all statutory laws and regulations that may be applicable to the execution of this Contract;Obligor,and its officer executing this Contract,are authorized under the Constitution and laws of the State to enter into this Contract and have used and followed all proper procedures of its governing body in executing and delivering this Contract. The officer of Obligor executing this Contract has the authority to execute and deliver this Contract. This Contract constitutes a legal,valid,binding and enforceable obligation of the Obligor in accordance with its terms. (d) Obligor shall use the Equipment only for essential,traditional government purposes. (e) Should the IRS disallow the tax-exempt status of the interest portion of the Contract Payments as a result of the failure of the Obligor to use the Equipment for governmental purposes,or should the Obligor cease to be an issuer of tax exempt obligations,or should the obligation of Obligor created under this Contract cease to be a tax exempt obligation for any reason,then Obligor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yield on this Contract to the same level as the Obligee or its assignees would attain if the transaction continued to be tax-exempt. (f) Obligor will submit to the Secretary of the Treasury an information reporting statement as required by the Code. (g) Upon request by Obligee,Obligor will provide Obligee with current financial statements,reports,budgets or other relevant fiscal information. (h) Obligor shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response,Compensation and Liability Act,42 U.S.C.9601 et.seq. as amended and supplemented. (i) Obligor hereby warrants the General Fund of the Obligor is the primary source of funds or a backup source of funds from which the Contract Payments will be made. (j) Obligor presently intends to continue this Contract for the Original Term and all Renewal Terms as set forth on Exhibit B hereto. The official of Obligor responsible for budget preparation will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year,and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein. Obligor reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. (k) Obligor has selected both the Equipment and the vendor(s)from whom the Equipment is to be purchased upon its own judgment and without reliance on any manufacturer, merchant,vendor or distributor,or agent thereof,of such equipment to the public. (I) Obligor owns free and clear of any liens any additional collateral pledged,subject only to the lien described herein;Obligor has not and will not,during the Contract Term,create, permit,incur or assume any levies,liens or encumbrances of any kind with respect to the Equipment and any additional collateral except those created by this Contract. (m) The indebtedness incurred under this Contract when aggregated with existing indebtedness may not exceed the debt limits provided by applicable law under either/or the Local Government Debt Reform Act and the Illinois Municipal Code. Section 2.02 Escrow Agreement.In the event both Obligee and Obligor mutually agree to utilize an Escrow Account,then immediately following the execution and delivery of this Contract, Obligee and Obligor agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement. This Contract shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto. Obligee shall deposit or cause to be deposited with the Escrow Agent for credit to the Equipment Acquisition Fund the sum of N/A,which shall be held,invested and disbursed in accordance with the Escrow Agreement. III. Acquisition of Equipment,Contract Payments and the Purchase Option Price Section 3.01 Acquisition and Acceptance.Obligor shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment. The Payment Request and Equipment Acceptance Form must be signed by the same authorized individual(s)who signed the Signature Card,Exhibit D.By making a Contract Payment after its receipt of the Equipment pursuant to this Contract,Obligor shall be deemed to have accepted the Equipment on the date of such Contract Payment for purposes of this Contract. All Contract Payments paid prior to delivery of the Payment Request and Equipment Acceptance Form shall be credited to Contract Payments as they become due as shown on the Contract Payment Schedule attached as Exhibit B hereto. Section 3.02 Contract Payments.Obligor shall pay Contract Payments exclusively to Obligee or its assignees in lawful,legally available money of the United States of America. The Contract Payments shall be sent to the location specified by the Obligee or its assignees. The Contract Payments,payable without notice or demand,are due as net forth on Exhibit B. Obligee shall have the option to charge interest at the highest lawful rate on any Contract Payment received later than the due date for the number of days that the Contract Payment(s)were late,plus any additional accrual on the outstanding balance for the number of days that the Contract Payment(s)were late.Obligee shall also have the option,on monthly payments only,to charge a late fee of up to 10%of the monthly Contract Payment that is past due.Furthermore,Obligor agrees to pay any fees associated with the use of a payment system other than check,wire transfer,or ACH. Once all amounts due Obligee hereunder have been received,Obligee will release any and all of its rights,title and interest in the Equipment. SECTION 3.03 Contract Payments Unconditional.THE OBLIGATIONS OF OBLIGOR TO MAKE CONTRACT PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS CONTRACT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,DIMINUTION,DEDUCTION,SET-OFF,OR SUBJECT TO DEFENSE OR COUNTERCLAIM. Section 3.04 Purchase Option Price.Upon thirty(30)days written notice,Obligor shall have the option to pay,in addition to the Contract Payment,the corresponding Purchase Option Price which is listed on the same line on Exhibit B.This option is only available to the Obligor on the Contract Payment date and no partial prepayments are allowed. If Obligor chooses this option and pays the Purchase Option Price to Obligee then Obligee will transfer any and all of its rights,title and interest in the Equipment to Obligor. Section 3.05 Contract Term.The Contract Term shall be the Original Term and all Renewal Terms until all the Contract Payments are paid as set forth on Exhibit B except as provided under Section 9.01 below. Section 3.06 Disclaimer of Warranties. OBLIGEE MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. OBLIGEE IS NOT A MANUFACTURER,SELLER,VENDOR OR DISTRIBUTER,OR AGENT THEREOF,OF SUCH EQUIPMENT;NOR IS OBLIGEE A MERCHANT OR IN THE BUSINESS OF DISTRIBUTING SUCH EQUIPMENT TO THE PUBLIC. OBLIGEE SHALL NOT BE LIABLE FOR ANY INCIDENTAL,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION,OPERATION,POSSESSION,STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR. IV. Appropriation of Money Section 4.01 Appropriation.Obligor shall be obligated to appropriate sufficient money to make all the Contract Payments for the Original Term and each successive Renewal Term as each Contract Payment comes due. If Obligor fails to make an appropriation of money to make any Contract Payment,then an Event of Default will be deemed to have occurred as set forth under Section IX below. This Contract represents a binding and enforceable promise to pay in accordance with the terms herein by the Obligor. V. Insurance,Damage,Insufficiency of Proceeds Section 5.01 Insurance. Obligor shall maintain both property insurance and liability insurance at its own expense with respect to the Equipment. Obligor shall be solely responsible for selecting the insurer(s)and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Obligor is required to make Contract Payments. Obligor shall provide Obligee with a Certificate of Insurance which lists the Obligee and/or assigns as a loss payee and an additional insured on the policies with respect to the Equipment. (a) Obligor shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Obligee in an amount at least equal to the then applicable Purchase Option Price of the Equipment. Alternatively,Obligor may insure the Equipment under a blanket insurance policy or policies. (b) The liability insurance shall insure Obligee from liability and property damage in any form and amount satisfactory to Obligee. (c) Obligor may self-insure against the casualty risks and liability risks described above. If Obligor chooses this option,Obligor must furnish Obligee with a certificate and/or other documents which evidences such coverage. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Obligee and its assignees are named additional insureds and loss payees and that all losses are payable to Obligor and Obligee or its assignees as their interests may appear. Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty(30)days advance notice to Obligee or its assignees. Obligor shall furnish to Obligee certificates evidencing such coverage throughout the Contract Term. Section 5.02 Damage to or Destruction of Equipment.Obligor assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof is lost,stolen,damaged,or destroyed by fire or other casualty,Obligor will immediately report all such losses to all possible insurers and take the proper procedures to obtain all insurance proceeds. At the option of Obligee,Obligor shall either(1)apply the Net Proceeds to replace,repair or restore the Equipment or(2)apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03,the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. Section 5.03 Insufficiency of Net Proceeds.If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of any replacement,repair, restoration, modification or improvement of the Equipment, then Obligor shall, at the option of Obligee, either(1)complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or(2)apply the Net Proceeds to the Purchase Option Price and pay the deficiency,if any,to the Obligee. Section 5.04 Obligor Negligence. Obligor assumes all risks and liabilities,whether or not covered by insurance,for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Obligor or of third parties,and whether such property damage be to Obligor's property or the property of others (including, without limitation, liabilities for loss or damage related to the release or threatened release of hazardous substances under the Comprehensive Environmental Response,Compensation and Liability Act,the Resource Conservation and Recovery Act or similar or successor law or any State or local equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession,use,operation,condition or storage of any Equipment by Obligor),which is proximately caused by the negligent conduct of Obligor,its officers,employees and agents. Section 5.05 Indemnification. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all liabilities,obligations,losses,damages,penalties,claims,actions,costs and expenses(including reasonable attorneys'fees)of whatsoever kind and nature,imposed on,incurred by or asserted against Obligee that in any way relate to or arise out of a claim,suit or proceeding,based in whole or in part upon the negligent conduct of Obligor,its officers,employees and agents,or arose out of installation,operation,possession,storage or use of any item of the Equipment,to the maximum extent permitted by law. VI. Title and Security Interest Section 6.01 Title.Title to the Equipment shall vest in Obligor when Obligor acquires and accepts the Equipment.Title to the Equipment will automatically transfer to the Obligee in the event Obligor defaults under Section 9.01. In such event,Obligor shall execute and deliver to Obligee such documents as Obligee may request to evidence the passage of legal title to the Equipment to Obligee. Section 6.02 Security Interest.To secure the payment of all Obligor's obligations under this Contract,as well as all other obligations,debts and liabilities,plus interest thereon,whether now existing or subsequently created,Obligor hereby grants to Obligee a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit A,including any and all additional collateral listed on any other Exhibit A.The security interest established by this section includes not only all additions,attachments,repairs and replacements to the Equipment but also all proceeds therefrom.Obligor authorizes Obligee to prepare and record any Financing Statement required under the Uniform Commercial Code to perfect the security interest created hereunder. Obligor agrees that any Equipment listed on Exhibit A is and will remain personal property and will not be considered a fixture even if attached to real property. VII. Assignment Section 7.01 Assignment by Obligee.All of Obligee's rights,title and/or interest in and to this Contract may be assigned and reassigned in whole or in part to one or more assignees or sub- assignees by Obligee at any time without the consent of Obligor. No such assignment shall be effective as against Obligor until the assignor shall have filed with Obligor written notice of assignment identifying the assignee. Obligor shall pay all Contract Payments due hereunder relating to such Equipment to or at the direction of Obligee or the assignee named in the notice of assignment. Obligor shall keep a complete and accurate record of all such assignments. Section 7.02 Assignment by Obligor. None of Obligor's right,title and interest under this Contract and in the Equipment may be assigned by Obligor unless Obligee approves of such assignment in writing before such assignment occurs and only after Obligor first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation. VIII. Maintenance of Equipment Section 8.01 Equipment.Obligor shall keep the Equipment in good repair and working order,and as required by manufacturer's and warranty specifications. If Equipment consists of copiers,Obligor is required to enter into a copier maintenance/service agreement. Obligee shall have no obligation to inspect,test,service,maintain,repair or make improvements or additions to the Equipment under any circumstances. Obligor will be liable for all damage to the Equipment,other than normal wear and tear,caused by Obligor,its employees or its agents. Obligor shall pay for and obtain all permits,licenses and taxes related to the ownership,installation,operation,possession,storage or use of the Equipment. If the Equipment includes any titled vehicle(s),then Obligor is responsible for obtaining such title(s)from the State and also for ensuring that Obligee is listed as First Lienholder on all of the title(s). Obligor shall not use the Equipment to haul,convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act,42 U.S.C.6901 et.seq. Obligor agrees that Obligee or its Assignee may execute any additional documents including financing statements, affidavits, notices, and similar instruments,for and on behalf of Obligor which Obligee deems necessary or appropriate to protect Obligee's interest in the Equipment and in this Contract.Obligor shall allow Obligee to examine and inspect the Equipment at all reasonable times. IX. Default Section 9.01 Events of Default defined.The following events shall constitute an"Event of Default"under this Contract: (a) Failure by Obligor to pay any Contract Payment listed on Exhibit B for fifteen(15)days after such payment is due according to the Payment Date listed on Exhibit B. (b) Failure to pay any other payment required to be paid under this Contract at the time specified herein and a continuation of said failure for a period of fifteen(15)days after written notice by Obligee that such payment must be made. If Obligor continues to fail to pay any payment after such period,then Obligee may,but will not be obligated to,make such payments and charge Obligor for all costs incurred plus interest at the highest lawful rate. (c) Failure by Obligor to observe and perform any warranty,covenant,condition,promise or duty under this Contract for a period of thirty(30)days after written notice specifying such failure is given to Obligor by Obligee,unless Obligee agrees in writing to an extension of time. Obligee will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Obligor. Subsection(c)does not apply to Contract Payments and other payments discussed above. (d) Any statement,material omission,representation or warranty made by Obligor in or pursuant to this Contract which proves to be false,incorrect or misleading on the date when made regardless of Obligor's intent and which materially adversely affects the rights or security of Obligee under this Contract. (e) Any provision of this Contract which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Obligee. (f) Obligor admits in writing its inability to pay its obligations. (g) Obligor defaults on one or more of its other obligations. (h) Obligor becomes insolvent,is unable to pay its debts as they become due,makes an assignment for the benefit of creditors,applies for or consents to the appointment of a receiver, trustee,conservator,custodian,or liquidator of Obligor,or all or substantially all of its assets,or a petition for relief is filed by Obligor under federal bankruptcy,insolvency or similar laws,or is filed against Obligor and is not dismissed within thirty(30)days thereafter. Section 9.02 Remedies on Default.Whenever any Event of Default exists,Obligee shall have the right to take one or any combination of the following remedial steps: (a) Obligee,with or without terminating this Contract,may collect each installment of Contract Payments as it becomes due and payable with respect to the Equipment in accordance with Exhibit B for the entire Contract Term. (b) Obligee,with or without terminating this Contract,may repossess any or all of the Equipment by giving Obligor written notice to deliver the Equipment to the location designated by Obligee. In the event Obligor fails to do so within ten(10)days after receipt of such notice,Obligee may enter upon Obligor's premises where the Equipment is kept and take possession of the Equipment and charge Obligor for costs incurred in repossessing the Equipment,including reasonable attorneys'fees. Obligor hereby expressly waives any damages occasioned by such repossession. If the Equipment or any portion of it has been destroyed or damaged beyond repair,Obligor shall pay the applicable Purchase Option Price of the damaged or destroyed Equipment as set forth in the Installment Payment Schedule. Notwithstanding the fact that Obligee has taken possession of the Equipment,Obligor shall continue to be responsible for the Contract Payments with respect thereto as and when such Contract Payments become or would have become due and payable. (c) If Obligee,in its discretion,takes possession and disposes of the Equipment or any portion thereof,Obligee shall apply the proceeds of any such disposition to pay the following items in the following order: (i)all costs(including, but not limited to, attorneys'fees)incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition;(iii)any sales or transfer taxes;and(iv)the balance of any Contract Payments with respect thereto as and when such Installment Payment would become due and payable. Any disposition proceeds remaining after the requirements of clauses(i),(ii),(iii),(iv)have been met shall be paid to Obligor. (d) Obligee may take any other remedy available at law or in equity with respect to an Event of Default,including(without limitation)those requiring Obligor to perform any of its obligations under this Contract or to pay any moneys due and payable to Obligee,provided Obligee shall have no right to accelerate Contract Payments or otherwise declare any Contract Payments not then in default to be immediately due and payable. Section 9.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof. Section 9.04 Return of Equipment and Storage. (a) Surrender:The Obligor shall,at its own expense,surrender the Equipment,any Additional Collateral and all required documentation to evidence transfer of title from Obligor to the Obligee in the event of a default by delivering the Equipment and any Additional Collateral to the Obligee to a location accessible by common carrier and designated by Obligee. In the case that any of the Equipment and any Additional Collateral consists of software,Obligor shall destroy all intangible items constituting such software and shall deliver to Obligee all tangible items constituting such software. At Obligee's request,Obligor shall also certify in a form acceptable to Obligee that Obligor has complied with the above software return provisions and that they will immediately cease using the software and that they shall permit Obligee and/or the vendor of the software to inspect Obligor's locations to verify compliance with the terms hereto. (b) Delivery:The Equipment and any Additional Collateral shall be delivered to the location designated by the Obligee by a common carrier unless the Obligee agrees in writing that a common carrier is not needed. When the Equipment and any Additional Collateral is delivered into the custody of a common carrier,the Obligor shall arrange for the shipping of the item and its insurance in transit in accordance with the Obligee's instructions and at the Obligor's sole expense. Obligor at its expense shall completely sever and disconnect the Equipment and any Additional Collateral or its component parts from the Obligor's property all without liability to the Obligee. Obligor shall pack or crate the Equipment and any Additional Collateral and all of the component parts of the Equipment and any Additional Collateral carefully and in accordance with any recommendations of the manufacturer. The Obligor shall deliver to the Obligee the plans,specifications,operation manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and any Additional Collateral and such other documents in the Obligor's possession relating to the maintenance and methods of operation of such Equipment and any Additional Collateral. (c) Condition:When the Equipment is surrendered to the Obligee it shall be in the condition and repair required to be maintained under this Contract. It will also meet all legal regulatory conditions necessary for the Obligee to sell or lease it to a third party and be free of all liens. If Obligee reasonably determines that the Equipment or an item of the Equipment,once it is returned,is not in the condition required hereby,Obligee may cause the repair,service,upgrade,modification or overhaul of the Equipment or an item of the Equipment to achieve such condition and upon demand,Obligor shall promptly reimburse Obligee for all amounts reasonably expended in connection with the foregoing. (d) Storage:Upon written request by the Obligee,the Obligor shall provide free storage for the Equipment and any additional collateral for a period not to exceed 60 days after the expiration of the Contract Term before returning it to the Obligee. The Obligor shall arrange for the insurance described to continue in full force and effect with respect to such item during its storage period and the Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such insurance. X. Vendor Payable Account Section 10.01 Establishment of Vendor Payable Account.On the date that the Obligee executed this Contract,which is on or after the date that the Obligor executes this Contract,Obligee agrees to(i)make available to Obligor an amount sufficient to pay the total Purchase Price for the Equipment by establishing a separate,non-interest bearing account(the"Vendor Payable Account"),as agent for Obligor's account,with a financial institution that Obligee selects that is acceptable to Obligor(including Obligee or any of its affiliates)and(ii)to deposit an amount equal to such Purchase Price as reflected on Exhibit B in the Vendor Payable Account. Obligor hereby further agrees to make the representations,warranties and covenants relating to the Vendor Payable Account as set forth in Exhibit C attached hereto. Upon Obligor's delivery to Obligee of a Payment Request and Equipment Acceptance Form in the form set forth in Exhibit C attached hereto,Obligor authorizes Obligee to withdraw funds from the Vendor Payable Account from time to time to pay the Purchase Price,or a portion thereof,for each item of Equipment as it is delivered to Obligor. The Payment Request and Equipment Acceptance Form must be signed by an authorized individual acting on behalf of Obligor. The authorized individual or individuals designated by the Obligor must sign the Signature Card which will be kept in the possession of the Obligee. Section 10.02 Down Payment.Prior to the disbursement of any funds from the Vendor Payable Account, the Obligor must either(1)deposit all the down payment funds that the Obligor has committed towards the purchase of the Equipment into the Vendor Payable Account or(2)Obligor must provide written verification to the satisfaction of the Obligee that all the down payment funds Obligor has committed towards the purchase of the Equipment have already been spent or are simultaneously being spent with the funds requested from the initial Payment Request and Equipment Acceptance Form. For purposes of this Section,the down payment funds committed towards the Equipment from the Obligor are the down payment funds that were represented to the Obligee at the time this transaction was submitted for credit approval by the Obligor to the Obligee. Section 10.03 Disbursement upon Default.If an event of default occurs prior to the Partial Prepayment Date,the amount then on deposit in the Vendor Payable Account shall be retained by the Obligee and Obligor will have no interest therein. Section 10.04 Surplus Amount.Any Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a portion of the Purchase Option Price then applicable. Section 10.05 Recalculation of Contract Payments.Upon payment of a portion of the Purchase Option Price as provided in Section 10.04 above,each Contract Payment thereafter shall be reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial Prepayment Date. Within15 days after such Partial Prepayment Date,Obligee shall provide to Obligor a revised Exhibit B to this Contract,which shall take into account such payment of a portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Contract. Notwithstanding any other provision of this Section 10,this Contract shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Obligor as provided in this Contract,and the portion of the principal component of Contract Payments remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract,including revised Exhibit B hereto which shall be binding and conclusive upon Obligee and Obligor. XI. Miscellaneous Section 11.01 Notices.All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places of business as first set forth herein or as the pa:ties shall designate hereafter in writing. Section 11.02 Binding Effect.Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction,and Obligee has executed the Contract. Thereafter,this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. Section 11.03 Severability.In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.04 Amendments,Addenda,Changes or Modifications.This Contract may be amended,added to,changed or modified by written agreement duly executed by Obligee and Obligor. Furthermore, Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor, a reasonable fee,to be determined at that time, as compensation to Obligee for the additional administrative expense resulting from such amendment,addenda,change or modification requested by Obligor. Section 11.05 Execution in Counterparts.This Contract may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.06 Captions.The captions or headings in this Contract do not define,limit or describe the scope or intent of any provisions or sections of this Contract. Section 11.07 Master Contract.This Contract can be utilized as a Master Contract. This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by Obligee. Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule. Section 11.08 Entire Writing.This Contract constitutes the entire writing between Obligee and Obligor. No waiver,consent,modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings,agreements,representations,conditions,or warranties,express or implied,which are not specified herein regarding this Contract,the Equipment or any additional collateral,financed hereunder.Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. Section 11.09 Designation as Qualified Tax-Exempt Obligation. Pursuant to Section 265(b)(3)(B)(i)of the Internal Revenue Code of 1986 as amended(the"Code"),the Obligor hereby specifically designates the Contract as a"qualified tax-exempt obligation"for purposes of Section 265(b)(3)of the Code. In compliance with Section 265(b)(3)(D)of the Code,the Obligor hereby represents that the Obligor will not designate more than$10,000,000 of obligations issued by the Obligor in the calendar year during which the Contract is executed and delivered as such"qualified tax-exempt obligations". In compliance with the requirements of Section 265(b)(3)(C)of the Code,the Obligor hereby represents that the Obligor(including all subordinate entities of the Obligor within the meaning of Section 265(b)(3)(E)of the Code)reasonably anticipates not to issue in the calendar year during which the Contract is executed and delivered, obligations bearing interest exempt from federal income taxation under Section 103 of the Code(other than"private activity bonds"as defined in Section 141 of the Code)in an amount greater than$10,000,000. Section 11.10 Acceptance of Obligation to Commence Contract Payments Under Exhibit B.By signing and attesting directly below,Obligor hereby warrants and certifies that:The Equipment described on Exhibit A has not been delivered,installed or available for use as of the Commencement date of this Contract. Obligor acknowledges that Obligee has agreed to deposit into a Vendor Payable Account an amount sufficient to pay the total purchase price(the"Purchase Price")for the Equipment so identified in such Exhibit A; The principal amount of the Contract Payments in the Exhibit B accurately reflects the Purchase Price; Obligor agrees to execute a Payment Request and Equipment Acceptance Form authorizing payment of the Purchase Price, or portion thereof,for each withdrawal of funds from the Vendor Payable Account Section 11.11 Obligor further warrants and certifies that: Obligor's obligation to commence Contract Payments as set forth in Exhibit B is absolute and unconditional as of the Commencement Date and on each date set forth in Exhibit B thereafter,subject to the terms and conditions of the Contract; immediately upon delivery and acceptance of all the Equipment,Obligor will notify Obligee of Obligor's final acceptance of the Equipment by delivering to Obligee the Payment Request and Equipment Acceptance Form in the form set forth in Exhibit C attached to the Contract; in the event that any Surplus Amount is on deposit in the Vendor Payable Account when an event of default under the Contract occurs,then those amounts shall be applied as provided in Section 10 of the Contract; regardless of whether Obligor delivers a final Payment Request and Equipment Acceptance Form,all Contract Payments paid prior to delivery of all the Equipment shall be credited to Contract Payments as they become due under the Contract as net forth in Exhibit B. Section 11.12 Resolution and Authorization.By signing and attesting directly below,Obligor hereby warrants and certifies that the Governing Body of the Obligor at either a special or regular meeting or through some other approved method of authorization has determined that this Contract is in the best interests of the Obligor and the Governing Body did at such meeting or through some other approval method approve the entering into of the Contract by the Obligor and specifically designated and authorized the individual(s)who have signed directly below to execute this Contract on Obligor's behalf along with any related documents (including any Escrow Agreement) necessary to the consummation of the transaction contemplated by the Contract. Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below. Village of Lemont, Illinois American pital Financial Ser ices,Inc. 6 Sign �r Printed Name a Title Printed Name and Title Village of Lemont, Illinois Attested By Authorized Individual: ature .�iiReZ g//. v Z;reetltVC 4c, Printed Name and Title Schedule(01) EXHIBIT A DESCRIPTION OF EQUIPMENT RE: Government Obligation Contract dated as of April 24,2015,between American Capital Financial Services,Inc.(Obligee)and Village of Lemont,Illinois(Obligor) Below is a detailed description of all the items of Equipment including quantity,model number and serial number where applicable: Eight(8)IVACS Digital City Remote Camera Stations Physical Address of Equipment after Delivery: /96 00 /2 7 -4-" J j/e?- l/y3 Schedule(01) EXHIBIT B PAYMENT SCHEDULE RE: Government Obligation Contract dated as of April 24,2015,between American Capital Financial Services,Inc.(Obligee)and Village of Lemont,Illinois(Obligor) Date of First Payment: At Closing Original Balance: $122,777.00 Total Number of Payments: Five(5) Number of Payments Per Year: One(1) Pmt Due Contract Applied to Applied to *Purchase No. Date Payment Interest Principal Option Price 1 At Closing $26,518.62 $0.00 $26,518.62 $99,164.47 2 24-Apr-16 $26,518.62 $3,850.94 $22,667.68 $75,372.87 3 24-Apr-17 $26,518.62 $2,944.09 $23,574.53 $50,927.00 4 24-Apr-18 $26,518.62 $2,000.96 $24,517.66 $25,808.87 5 24-Apr-19 $26,518.62 $1,020.11 $25,498.51 $0.00 Village of Lemont,lllinoi (2evry-- ag Printed Name and le *Assumes all Contract Payments due to date are paid Please list the Source of Funds(Fund Item in Budget)for the Contract Payments that come due under Exhibit B of this Contract. Source of Funds: General Fund Schedule(011 EXHIBIT D SIGNATURE CARD RE: Government Obligation Contract dated as of April 24,2015,between American Capital Financial Services,Inc.(Obligee)and Village of Lemont,Illinois(Obligor) The below signatures will be used for purposes of verifying the signature on a Payment Request and Equipment Acceptance Form prior to making payments from the Equipment Acquisition Fund or Vendor Payable Account. By signing below,the undersigned represents and warrants that s/he has received all appropriate authority from Village of Lemont,Illinois. Village of •i.ont, Illinois i �UI(�ce cAitC�✓ - V I it [�c (`t,,y(_y2 f—ic J✓ Pr a Name a Title Signature of additional authorized individual(optional)of Obligor Signature Printed Name and Title NOTICE OF ASSIGNMENT APRIL 24,2015 American Capital Financial Services, Inc. (Obligee/Assignor) hereby gives notice of an Assignment between Obligee/Assignor and KS StateBank (Assignee)of the Government Obligation Contract(Contract)between Obligee/Assignor and Village of Lemont,Illinois,dated as of April 24,2015. All Contract Payments coming due pursuant to the Contract shall be made to: KS StateBank 1010 Westloop,P.O.Box 69 Manhattan,Kansas 66505-0069 American Capital Finan 'al Services, Inc.,0 ligee/Assignor Signature G✓q ei: — e&--0 Printed Name and Title ACKNOWLEDGEMENT OF AND CONSENT TO ASSIGNMENT Village of Lemont,Illinois(Obligor)as party to a Government Obligation Contract dated as of April 24,2015 between Obligor and American Capital Financial Services, Inc. (Obligee), hereby acknowledges receipt of a Notice of Assignment dated April 24, 2015 whereby Obligee gave notice of its assignment to KS StateBank of its right to receive all Contract Payments due from Obligor under the Contract and hereby consents to that Assignment. Pursuant to the Notice of Assignment from Obligee,Obligor agrees to deliver all Contract Payments coming due under the Contract to: KS StateBank 1010 Westloop,P.O.Box 69 Manhattan,Kansas 66505-0069 Village of Lemont Illinois •:r. ill/ S'--4(:/4/ I t t K -66,., n ; '- Rin edNa and Title Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720 Department of the Treasury ■See separate instructions. Internal Revenue Service Caution:If the issue price is under$100,000, use Form 8038-GC. Part I Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) Village of Lemont,Illinois 36-6005968 _ 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 418 Main Street 13 I I 6 City,town,or post office,state,and ZIP code 7 Date of issue Lemont,Illinois 60439 04/24/2015 8 Name of issue 9 CUSIP number Government Obligation Contract None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a George Schafer,Village Administrator (630)257-1550 Part H Type of Issue(enter the issue price). See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 125,232 53 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other.Describe• 18 19 If obligations are TANs or RANs,check only box 19a • ❑ If obligations are BANS,check only box 19b • ❑ 20 If obligations are in the form of a lease or installment sale,check box • ❑ Part III Description of Obligations.Complete for the entire issue for which this form is being filed. (c)Stated redemption d Wei hted(a)Final maturity date (b)issue price (e)Yield price at maturity average maturity 21 04/24/2019 $ 125,232.53 $ 122,777.00 2.998 years 3.961 Part IV Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue(enter amount from line 21,column(b)) , 23 125,232 53 24 Proceeds used for bond issuance costs(including underwriters'discount) . . . . 24 2,455 53 25 Proceeds used for credit enhancement 45 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues . . . 27 28 Proceeds used to advance refund prior issues 28 29 Total(add lines 24 through 28) 29 2,455 53 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 122,777 00 Part V Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . • years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . • years 33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) • 34 Enter the date(s)the refunded bonds were issued • (MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat. No.63773S Form 8038-G (Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 'Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) 36a b Enter the final maturity date of the GIC• c Enter the name of the GIC provider• 37 Pooled financings:Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box• ❑ and enter the following information: b Enter the date of the master pool obligation • c Enter the EIN of the issuer of the master pool obligation• d Enter the name of the issuer of the master pool obligation • 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box • 0 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box • ❑ 41a If the issuer has identified a hedge,check here• ❑ and enter the following information: b Name of hedge provider• c Type of hedge• d Term of hedge• 42 If the issuer has superintegrated the hedge,check box • ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box • ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box • ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here• ❑ and enter the amount of reimbursement • b Enter the date the official intent was adopted ► Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above. Consent ® // / 5 'g or( Sc� ) L/1 V1lice Sigh thorized representative Date Type or print name and title Print/Typ-prepay- - e Preparers signature Date PTIN Paid Digita0ysignedbyH.EvenHowe Check❑if H.Evan Howe �ow` Darezou.oanos,za:oo osoo self-employed Preparer 04/16/2015 P01438994 Use Only Firm's Name■ Baystone Financial LLC Firm's EIN► 48-1223987 _ Firm's Address■ 12980 Metcalf,Suite 310,Overland Park,KS 66213 •Phone no (800)752-3562 Form 8038-G (Rev.9-2011))