R-1953 - 07/13/2021 - AGREEMENTS - Resolutions Supporting Documents � B90 of OAk 0
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Village of Oak Brook
Software Service License Agreement
Municipal Ordinance Violation Enforcement and Municipal Offense System
This Agreement dated May 1, 2021 (the "Effective Date") by and between the Village of Oak
Brook ("Municipality"), 1200 Oak Brook Rd. Oak Brook, IL 60523 and Municipal Systems LLC
("MSI"), 10275 W. Higgins Rd, Suite 490, Rosemont, IL 60018, covers the utilization of the MSI
software service covering the i) Municipal Ordinance Violation Enforcement for local ordinance
tickets, ii) Municipal Offense System covering parking and equipment violations, and iii) mobile
ticketing modules (the "Service") and is subject to the Terms and Conditions attached hereto (the
"Agreement").
1. Set-Up, Configuration, Training, Updates and Ongoing Support Fee:
In exchange for the set-up and configuration of the Service, staff training, updates and
ongoing support services, the $7,500 set-up fee is waived.
2. Monthly Service Fee:
In exchange for the licensed use of the Service, Municipality will be billed a Monthly Service
Fee consisting of a Base Monthly Fee and an Additional Monthly Fee as follows:
Base Monthly Fee: $600.00 per month for the
period May 1, 2021, to
December 31, 2021
$1,050.00 per month for the
period January 1, 2022, to
December 31, 2022
Additional
Monthly Fee:
First 500 citations/warnings issued per Included
month
Each additional citation/warning issued per $3.00 per citation/warning
month in excess of 500 issued
3. Additional Services/ Modules/:
a. Mobile Ticketing: The Mobile Ticketing module will be included in the Base Monthly Fee.
The Mobile Ticketing module allows the violations to be printed on mobile printers (either
in squad car or via a mobile device (tablet) & printer).
4. Term: The Initial Term of this Agreement shall commence upon the Effective Date of this
Agreement and terminate on December 31, 2022 (the "Initial Term") After the Initial Term,
the Agreement shall automatically renew in successive periods of one (1) year each, unless
either party serves written notice to the other a minimum of 60-days prior to the end of the
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relevant Term then in effect. During each renewal period,all terms and conditions in this
Agreement shall continue unchanged, except that the Monthly Service Fee shall increase
4.5%for each renewal period. (The Initial Term and any successive renewal terms shall
collectively be referred to as the"Term")
5. Software License Agreement Terms and Conditions: This Agreement incorporates the
additional Software Service License Agreement Terms and Conditions set forth following the
mutual execution page as is set forth herein in this Agreement in their entirety.
6. Other Agreements:
a. Notwithstanding anything herein to the contrary,the Municipal Collection Services, Inc.
agreement executed November 5, 2018 between Village of Oak Brook and Municipal
Collections Services Inc("MCSI")(the Collections Agreement')shall remain in full-force
and not modified by this Agreement.
b. Notwithstanding anything herein to the contrary,the Agreement for Web-Based Payment
Services executed August 21, 2012 between Village of Oak Brook and Violations
Payment.com, Inc("VPCI") (the"Web Payments Agreement')shall remain in full-force
and not modified by this Agreement.
7. Original Agreement:Municipality and MSI are parties to the Standard Terms and Conditions
(Municipal Ordinance Violation Enforcement and Municipal Offense System) Agreement
dated July 6,2012,as amended by the Amendment to Agreement dated April 28,2015,which
was assigned to Municipal Systems LLC pursuant to the Notice of assignment dated January
25,2021(the"Original Agreement'). Upon the Effective Date of this Agreement,the Original
Agreement shall be cancelled and shall be of no further effect.
8. Execution:This Agreement may be executed in two or more counterparts,each of which shall
be deemed to be an original,and each of which together shall constitute a single instrument.
Copies of this Agreement signed and transmitted by a party by electronic transmission,
including but not limited to PDF,shall be deemed for all purposes as containing the original
signature of the transmitting party and legally binding upon such transmitting party.
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IN WITNESS WHEREOF,the Parties have signed this Agreement,as of the date written below.
Village of Oak Brook Municipal Systems LLC
By: By:
Print Name:JAS La3 Print Name:Robert Schur
Title:_ �r�.r... ✓ala Title:Chief Executive Officer
Date: L 1', Ls�r Ls'4 I, Date: July 14,2021
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Village of Oak Brook
Software Service License Agreement
Municipal Ordinance Violation Enforcement and Municipal Offense System
Terms and Conditions
A. Agreement Definitions
"Municipality" refers to the entity that has executed this Agreement and incorporates these
Terms and Conditions(the"Terms and Conditions"). Software as a service consists of system
administration,system management,and system monitoring activities that MSI performs for its
Service (collectively,the "Services"). The term "Program Documentation" refers to materials
provided by MSI as part of the Services. The term"Adjudication System"refers to the software
products owned or distributed by MSI to which MSI grants Municipality access as part of the
Services. The term "Users" shall mean those individuals authorized by Municipality or on
Municipality's behalf to use the Services.
B. Rights Granted
Upon execution ofthis Agreement,Municipality has the nonexclusive,non-assignable,worldwide
limited right to use the Services solely for Municipality's ordinance and code compliance
purposes and subject to the terms of the Agreement. Municipality may allow Users to use the
Services for this purpose and Municipality is responsible for the Users' compliance with the
Agreement. Municipality acknowledges that MSI has no delivery obligation and will not ship
copies of the software that runs MSI's Service and Adjudication System to Municipality as part of
the Services. Municipality agrees that Municipality does not acquire under the Agreement any
right to use the Service or Adjudication System beyond the scope or the duration of the Term of
this Agreement. Upon the end of the Term,Municipality's right to access or use the Services shall
terminate.
C. Third-Party Agreements
It may be necessary for Municipality to enter into additional contracts at Municipality expense
with third-party vendors in order to use some of MST's features such as the Municipality's finance
system,online payment processor or the Municipality's CAD System. MSI has no control and is
not liable with respect to the services provided to Municipality by third-party vendors and any
price increases from such third-party vendors shall be Municipality's responsibility.
D. Municipality Data
Municipality retain all ownership in and to Municipality Data. The term "Municipality Data"
refers to the citation and hearing data collected on behalf of Municipality with respect to the
Services. As part of MSI's Services, reciprocal access to Municipality Data is provided to
authorized MSI users in other municipalities,in return for allowing Municipality authorized Users
to access similar data in such participating municipalities. Municipality may opt out of this
reciprocal data sharing arrangement by providing written notice to MSI. Upon termination of the
Agreement and upon Municipality written request, MSI will provide electronic copy of
Municipality Data within sixty days after the effective date of termination.
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E. MSI's Intellectual Property
MSI or its licensors retain all ownership and Intellectual Property Rights to the Services and
to the Adjudication System. MSI retains all ownership and intellectual property rights to
anything delivered under the Agreement,including any future developments thereof,regardless
of whether Municipality,or any of Municipality's Users,employees or agents,had any input or in
any way assisted in any such new development. Municipality may not:
• Allow access to the Services available in any manner to any third-party or for any purpose
not authorized by this Agreement unless such access is expressly permitted by MSI;
• Copy, reproduce, distribute, republish,download,display,post or transmit in any form
or by any means, any of the Program Materials, except for the use of Municipality
authorized Users;and,
• Modify,make derivative works of,disassemble,reverse compile,or reverse engineer any
part of the Services(the foregoing prohibition includes but is not limited to review of
data structures or similar materials produced by programs).
As utilized herein,the phrase"Intellectual Property Rights"shall include,without limitation,all
patent,trademark,trade secret and copyrights relating in whole or in part to the Services and
whether such right arises by registration with the United States Patent&Trademark Office(the
"USPTO"),through the United States Library of Congress,with any state or municipal body and/or
arising by common law or statute,including without limitation the Illinois Trade Secrets Act,765
ILCS 1065 et seq or The Defend Trade Secrets Act of 2016.
Further Assurances. You further agree at any time in the future and upon request by MSI,to
execute any further documentation as may be reasonably necessary to effectuate the intent of
the parties to this Agreement in accordance with the terms of this paragraph E including,without
limitation,any Assignment to MSI or waiver by Municipality of Intellectual Property Rights.
F. Pricing and Billing
Municipality agree to remit full payment of MSI's invoices within thirty(30) days of receipt.
Municipality agree to pay any sales,value-added or other similar taxes imposed by applicable
law that MSI must pay based on the Services, except for taxes based on MSI's income. For
any partial month during the Term,the Monthly Service Fee(including the Bae Monthly Fee)shall
be prorated based on the number of days that the Services were provided for such month. MSI
may audit Municipality use of the Services. Municipality agree to cooperate with MSI's audit
and provide reasonable assistance and access to information.
G. Termination
MSI may immediately suspend Municipality password, account, and access to or use of the
Services (i) if Municipality fail to pay any sums due MSI under the Agreement within ten days
after written notice from MSI of the payment default, or(ii) if Municipality violate any other
provision of this Agreement and Municipality do not cure said default within thirty days after
written notice from MSI. Regardless of the reason for the termination of this Agreement,
Municipality agree to pay all fees due MSI hereunder.
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H. Limitation of Liability
MSI DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, OR THAT MSI WILL CORRECT ALL SERVICE ERRORS. MUNICIPALITY
ACKNOWLEDGE THAT MSI DOES NOT CONTROL THE TRANSFER OF DATA OVER
COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET,AND THAT THE SERVICE MAY BE
SUBJECT TO LIMITATIONS,DELAYS,AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH
COMMUNICATIONS FACILITIES. MSI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES,OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IN THE EVENT THERE IS A
SERVICE INTERRUPTION WHICH LASTS MORE THAN 24 HOURS DUE TO THE FAULT OF MSI, MSI
WILL REMIT A SERVICES FEE CREDIT TO MUNICIPALITY CALCULATED AT TEN PERCENT (10%)
OF NET MONTHLY SERVICE FEE FOR THE MONTH IN WHICH THE BREACH OCCURRED. THE
CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR SERVICES
OWED TO MSI, AND THE REMITTANCE OF SUCH CREDIT WILL REPRESENT MUNICIPALITY
EXCLUSIVE REMEDY,AND MSI'S SOLE LIABILITY,FOR ANY BREACHES OF THIS AGREEMENT. TO
THE EXTENT NOT PROHIBITED BY LAW,THERE ARE NO EXPRESS OR IMPLIED WARRANTIES FOR
MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS. MSI'S MAXIMUM
LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS
AGREEMENT,WHETHER IN CONTRACT OR TORT,OR OTHERWISE,SHALL IN NO EVENT EXCEED,
IN THE AGGREGATE,THE TOTAL AMOUNTS ACTUALLY PAID TO MSI FOR THE SERVICES IN
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH CLAIM(THE"LIMITATION OF LIABILITY"). ANY DAMAGE AWARDED IN MUNICIPALITY'S
FAVOR AGAINST MSI SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY
MUNICIPALITY UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY
TOWARDS THE LIMITATION OF LIABILITY. PRIOR TO TAKING ANY LEGAL ACTION ARISING
UNDER IN WHOLE OR PART UNDER THE TERMS OF THE AGREEMENT,MUNICIPALITY HEREBY
AGREES TO PROVIDE MSI WITH NOT LESS THAN 60 DAYS ADVANCE WRITTEN AND AGREE TO
MAKE BEST EFFORTS TO RESOLVE SAID DISPUTE OR CLAIM PRIOR TO FILING FORMAL LEGAL
ACTION IN THE CONTEXT OF ARBITRATION OR OTHERWISE.
I. Other
1. Nothing contained in this Agreement shall be construed as creating a joint venture,
partnership,or employment relationship between the parties,nor shall either party have the
right,power,or authority to create any obligation or duty,express or implied,on behalf of
the other.
2. MSI may assign this Agreement by providing written notice of the assignee who will
assume MSI's obligations under this Agreement. Municipality may not assign this Agreement
without MSI's prior written consent.
3. Municipality shall obtain at Municipality's sole expense any rights and consents from
third parties such as finance, collection services, and / or web payment processors,
necessary for MSI and its subcontractors to perform the Services under the Agreement.
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4. This agreement shall be interpreted in accordance with and governed by the laws of the
State of Illinois without regard to the State's choice of law provisions. Any dispute under this
Agreement shall be resolved exclusively in the Circuit Court of DuPage County,Illinois as the
sole and exclusive jurisdiction and venue. Each party in such litigation shall be responsible
for their own attorney's fees and court costs.
5. Except for actions for nonpayment or breach of MSI's proprietary rights, no action,
regardless of form, arising out of or relating to the Agreement may be brought by either
party more than two years after the cause of action has accrued.
6. Neither party shall be responsible for failure or delay of performance if caused by:an act
of war,hostility,or sabotage;act of God;electrical, internet,or telecommunication outage
that is not caused by the obligated party;government restrictions(including the denial or
cancellation of any export or other license);other event outside the reasonable control of
the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force
majeure event. If such event continues for more than 30 days, either party may cancel
unperformed Services upon written notice. This section does not excuse either party's
obligation to take reasonable steps to follow its normal disaster recovery procedures or
Municipality's obligation to pay for the Services.
7. Municipality agree that MSI may identify Municipality as a recipient of Services in sales
presentations and marketing materials.
i
8. This Agreement may be executed in two or more counterparts,each of which shall be
deemed to be an original,and each of which together shall constitute a single instrument.
Copies of this Agreement(as well as any documents related to this Agreement)signed and
transmitted by a party by electronic transmission shall be deemed for all purposes as
containing the original signature of the transmitting party and legally binding upon such
transmitting party.
9. Municipality agrees that this Agreement is the complete agreement for the services
ordered by Municipality,and that this Agreement supersedes all prior or contemporaneous
agreements or representations,written or oral,regarding such services.This Agreement may
not be modified in any way except in writing signed by authorized representatives of
Municipality and MSI.
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