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R-1288 - 08/27/2013 - FINANCE - ResolutionsRESOLUTION 2013- FI- MUNIS -AG -R -1288 A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE AND TYLER TECHNOLOGIES, INC. FOR MUNIS SUPPORT SERVICES WHEREAS, the Village of Oak Brook ( "Village') previously contracted with Tyler Technologies, Inc. of Falmouth, Maine ( "Tyler') for Tyler to provide the Village its proprietary MUNIS Financial Software applications; and WHEREAS, the Village's computer system and database is setup for Tyler's Munis System and the Village would have to expend significant costs to transition its computer system and database to another financial software package; and WHEREAS, in order to continue to use the MUNIS financial system, the Village must enter into an Annual Support Agreement and License Agreement, attached hereto and incorporated herein as Exhibit A ( "Support Agreement', with Tyler for Tyler to provide support and database administration support services ( "Support Services') for the Village's MUNIS financial software; and WHEREAS, Section 1 -7 -7 of the "Village Code of the Village of Oak Brook, Illinois," as amended ( "Village Code') provides that contracts, which by their nature are not adapted to award by competitive bidding or competitive proposals may be exempted from the competitive bidding and competitive proposal requirements contained on the Village Code; and WHEREAS, Tyler is the only company that provides Support Services, and consequently, the Support Agreement and Operating System Agreement are not suited for competitive bidding or competitive proposals, and WHEREAS, the President and Board of Trustees, being fully advised in the premises, have determined that it is in the best interests of the Village and its residents to approve the Support Agreement, Operating Agreement, and to authorize the payment to Tyler for its Support Services; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of Agreement. The President and Board of Trustees hereby approve the Support Agreement with Tyler in substantially the same form as attached as Exhibit A, and in final form approved by the Village Attorney and Village Manager. Section 3: Execution of Agreement. The Village President and the Village Clerk shall be, and are hereby, authorized to execute the final Agreement on behalf of the Village. Section 4: Effective Date. This Resolution shall be in full force and effect from and after its passage by two- thirds of the Trustees and its approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2013- FI- MUNIS -AG -R -1288 Execution of Agmt. with Tyler Technologies, Inc. For Munis Support Services Page 2 of 3 APPROVED THIS 27th day of August, 2013 Go . Lalmalani Village President PASSED THIS 27'h day of August, 2013. Ayes: Trustees Adler. Baar. Manzo. Moy, Wolin. Yusuf . _.— None None ATTEST: Charlotte K. Pruss Village Clerk Resolution 2013- FI- MUNIS -AG -R -1288 Execution of Agmt. with Tyler Technologies, Inc. For Munis Support Services Page 3 of 3 EXHIBIT A ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT FOR MUNIS® SOFTWARE Invoice to: Contact: 2551 Village of Oak Brook Jim Fox 1200 Oak Brook Rd. C Address: Oak Brook, IL 60523 Telephone: HR Management 630.368.5174 This Support and License Agreement (herein "Agreement ") is entered into between Village of Oak Brook (Licensee) with its principal place of business at 1200 Oak Brook Rd., Oak Brook, IL and Tyler Technologies, Inc., MUNIS Division, (Licensor) with its principal place of business at 370 US Route One, Falmouth, Maine, 04105 on this 20th day of September 2013 The headings used in the Agreement are for reference purposes only and shall not be deemed a part of this Agreement. The Licensee agrees to purchase and MUNIS agrees to provide services for the products listed below in accordance with the following terms and conditions. I. Term of Agreement This Agreement is effective as of 09/20/13 and shall remain in force until 09/19/14 (one -year term). Upon termination of this Agreement the Licensee may renew the Agreement for subsequent one -year periods at the then current fee structure as established by the Licensor. II. Scope of the Agreement Both parties acknowledge that this A eement covers both Support and Licensing for the roducts listed below, used by the Licensee for the operations of ° City/Town/Village School r7 County Other (This Agreement is limited to only those entities marked.) III. Payment 1. Licensee agrees to pay MUNIS $ 27,433.65 , for licensing and support services, as described below. This payment is due and payable upon execution of the Agreement. 2. Additional charges. Any services performed by MUNIS for the Licensee, which are not covered by the Agreement, will be charged at the then applicable time rate *. All materials supplied in connection with such non - covered maintenance or support will be charged to the Licensee. Any additional charges will be added to the next invoice submitted to the Licensee and shall be due on the same date as the other charges included in that invoice. IV. Covered Products This Agreement is limited to the following listed products which are registered for Licensee's Windows 2012 Standard system. - -. _. — - --- - -- Application: Application: Accounting/GL✓BG /AP C Accounts Receivable C General Billing C HR Management B Business Object Upgrade C MUNIS Office C Payroll B Purchase Orders C Requisitions C Tyler Forms Processing C UB Interface B Utility Billing CIS B TCM SE C 'censee� Tyler d o ogies, rc., ivision Richard E. Peterson, r., Presid V. Terms and Conditions for Licensing: 1. Grant of License: Upon execution of this Agreement, Licensee is hereby granted the non - exclusive and non - transferable license and right to use the current version of the MUNIS Licensed Programs listed in Section IV., and related materials. This License will also cover any additional revisions that Licensor may release during the term of this Agreement. The Licensor agrees to extend and the Licensee agrees to accept a license subject to the terms and conditions contained herein for the current version of the MUMS software products identified in Section IV. 2. Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed in this Agreement. This license is registered for the Licensee's computer system identified in Section IV. As long as a current License and Support Agreement is in place, this License may he transferred to any other hardware system used for the benefit of Licensee. Licensee agrees to notify Licensor prior to transferring the licensed products to any other system. The right to transfer this license is included in the cost of this Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to the Licensee. 3. Confidentiality: The Licensee agrees that the Products are proprietary to the Licensor and have been developed as a trade secret at the Licensor's expense. The Licensee agrees to keep the software products confidential and use its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the Products or accompanying documentation. 4. Modification: The Products may be modified but such modification shall be only for the use an the Licensee's system for which the Products are licensed and shall not cause the Licensee or anyone performing such modification to gain any proprietary or other interest in the Products. 5. Copies: The Licensee may make copies of the licensed Products for archive purposes only. The Licensee will repeat any proprietary notice on the copy of the Product. The documentation accompanying the product may not be copied except for internal use. 6. Warranty: For as long as a current software support agreement is in place, the Licensor will warrant that all MUNIS® software programs will operate as described in the brochures and user manuals of MUMS. If a program fails to operate in the manner described within these documents, the Licensor will correct the problem at no charge to the Licensee. If Licensee has made modifications to the software programs, Licensor will no longer warrant the performance of those programs, which contain modifications, unless specifically authorized in writing by the Licensor. VI. Terms and Conditions for Support: 1. Scope of Services: MUNIS will provide the following services for the benefit of the Licensee. a.) MUNIS shall provide software - related telephone support to the Licensee. Support personnel will accept phone calls during MUNIS's normal working hours (8:00 A.M. to 6:00 P.M., Eastern Standard Time, Monday through Friday) for the tern of this Agreement, limited to a reasonable number of calls of reasonable duration. Assistance and support requests, which require special assistance from MUMS's development group, will be taken and directed by support personnel. In the event that support representatives are unavailable to receive calls, messages will be taken and calls will be returned within one working day. b.) MUNIS will continue to maintain a master set of the current computer programs on appropriate media, as well as hardcepy printout of source code programs and documentation. c.) MUNIS will maintain staff that is appropriately trained to be familiar with Licensee's software programs that are listed in Section IV in order to render assistance, should it be required. d.) MUNIS will provide Licensee with all program enhancements, modifications or updates that MUMS may make to the then Current Release of the program applications covered in this Agreement. e.) In the case of system software new Release(s), the Licensee will also be required to pay whatever fees the manufacturer charges to MUNIS for the new Release. Licensee understands that and agrees that six (6) months after shipment by MUNIS of new Releases, MUMS shall cease to support the earlier Release and for the balance of the tern, MUNIS shall support the new Release. E) MUNIS will make available appropriately trained personnel to provide Licensee additional training, program changes, analysis, consultation, recovery of data, conversion, non - coverage maintenance service, etc., billable at the current per diem rate. All expenses will be billed in accordance with the then current Tyler Travel Policy. 2. Limitations and Exclusions: The support and services of this Agreement do not include the following: a) Installation of the Licensed Software, onsite support, application design, and other consulting services, or any support requested outside of normal business hours. b.) The Licensee shall be responsible for implementing at its expense, all changes to the Current Release. Licensee understands that changes furnished by MUNIS for the Current Software Release are for implementation in the Current Software Release, as it exists without customization or Licensee alteration. 3. Licensee Responsibilities: a.) The Licensee shall provide, at no charge to MUNIS, full and free access to the programs covered hereundm working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide the specified support and maintenance service. b.) The Licensee shall install and maintain for the duration of this Agreement, a modem and associated dial-up telephone line or other connection method acceptable to MUNIS. The Licensee shall pay for installation, maintenance and use of such equipment and associated telephone line use charges. MUMS at its option, shall use this modem and telephone line in connection with error correction. Such access by MUNIS shall be subject to prior approval by the Licensee in each instance. 4. Non - Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder many party. 5. Excused Non - Performance: MUMS shall not be responsible for delays in servicing the products covered by this Agreement caused by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond its control. 6. Limitation of Liability: The liability of MUNIS is hereby limited to a claim for a money judgement not exceeding the total amount paid by the Licensee for services under this Agreement. THE LICENSEE SHALL NOT IN ANY EVENT BE ENTITLED TO, AND MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF MUMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OE THE LICENSEE'S CLAIM.