R-1184 - 06/12/2012 - AGREEMENT - Resolutions ExhibitsSTANDARD TERMS AND CONDITIONS
(Municipal Ordinance Violation Enforcement and Municipal Offense System)
Municipal Systems, Inc.
This Agreement made and entered into this 6 day of 2o_13 by and between Municipal
Systems, Inc., an Illinois corporation with principal offices situated at 33o College Dr., Suite 108, Palos Heights,
IL 60463, (hereinafter referred to as MSI), and Village of Oak Brook, IL an incorporated Municipality of the
State of Illinois with Village offices situated at 1200 Oak Brook Rd, Oak Brook, IL (hereinafter referred to as "THE
MUNICIPALITY ").
WITNESSETH
WHEREAS, the Legislature of the State of Illinois has enacted certain statutes, allowing a municipality
to exercise enforcement power including but not limited to, all locally established ordinance violations and
Parking and Compliance violations.
WHEREAS, the Legislature of the State of Illinois has enacted statutes allowing a municipality to
establish a system of administrative hearings for violations of ordinances and regulations concerning its "Code ";
and
WHEREAS, THE MUNICIPALITY is incorporated under the Laws of the State of Illinois and empowered
under these statutes to enact ordinances and regulations, impose fines for violations thereof and to establish a
system of administrative hearings for violations of ordinances and regulations; and
WHEREAS, THE MUNICIPALITY desires to implement its authority under 65 ILCS 5/1-2.1 and 625 ILCS 5h+-
r11
WHEREAS, MSI has the knowledge, experience and expertise as well as computer software to assist THE
MUNICIPALITY in implementing an effective administrative hearing system; and
WHEREAS, it is contemplated THE MUNICIPALITY will generate additional revenues and compliance
through an effective administrative hearing system,
NOW, THEREFORE, in consideration of the mutual and several promises and covenants herein
contained, the parties do hereby agree as follows:
ARTICLE I
General Terms
1.01 THE MUNICIPALITY agrees to utilize MSI as the exclusive provider of the service and computer software
for the implementation of an administrative hearing system (the "System ") for the adjudication of Code
violations as allowed by State Statutes and to pay MSI in accordance with the terms and conditions hereinafter
set forth.
i.o2 MSI agrees to provide specified services and computer software to THE MUNICIPALITY in accordance
with the terms and conditions hereinafter set forth.
i.o3 The term of this Agreement shall commence on the first day set forth above and shall continue until the
end of the thirty -sixth billing month, as that term is defined in this Agreement. Unless written notice of
termination is given by either party to the other at least ninety (90) days prior to expiration of the initial term or
any extended term, this Agreement shall remain in effect for additional extended terms of twelve (12) months.
ARTICLE 11
Terms and Conditions
2.01 For and in consideration of payments to be made by THE MUNICIPALITY as described in ARTICLE III of
this Agreement, MSI agrees to provide:
2.01.1 COMPUTER SOFTWARE (the "Software "): as more particularly set forth herein:
2.01.1.1 LICENSE: In consideration of the software license below, MSI grants to THE
MUNICIPALITY a non - exclusive, non - transferable license to use the object code for the
standard or network program identified below. THIS LICENSE IS NOT TRANSFERABLE TO
ANY OTHER PROCESSOR NOR MAY IT BE SUBLICENSED WITHOUT WRITTEN
AUTHORIZATION FROM MSI.
2.01.1.2 WARRANTY: MSI warrants, that during the term of the Agreement and any
extended term, the software supplied hereunder will perform substantially in accordance
with the representations set forth in this Agreement and the Software's System Users'
Manual. Should the software fail to meet those requirements, MSI shall replace the
defective software. This warranty shall not cover software errors or nonconformities
resulting from (i) modifications of the software by THE MUNICIPALITY or a third party, (ii)
THE MUNICIPALITY's negligence or fault, (iii) hardware malfunction, or (iv) THE
MUNICIPALITY's failure to use the System for its intended purpose. MSI EXPRESSLY
DISCLAIMS ANY WARRANTY EXPRESS OR IMPLIED OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW
MSI SHALL NOT BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL OR SECONDARY
DAMAGES MSI'S ONLY OBLIGATION HEREUNDER IS TO REPLACE DEFECTIVE SOFTWARE
2.01.1.3 UPGRADES: Software upgrades to the program or programs provided
under the terms of the Agreement shall be provided to THE MUNICIPALITY at no additional
cost when those upgrades are made available generally to MSI's customers. New programs
are not considered an upgrade and may be offered at an additional cost. Failure of THE
MUNICIPALITY to accept upgrades when offered will void MSI's obligation to provide
support services as required in Article 2.01.3.
2.01.2 TRAINING: Training for employees of THE MUNICIPALITY as may initially be required to
allow said employees to operate the computer software supplied by MSI as specified below:
2.01.2.1 If during the period of this Agreement or any extended term, THE
MUNICIPALITY requests additional training, or training after initial implementation of the
System, MSI will charge THE MUNICIPALITY at the current hourly rate as specified for
training in Article 2.01.3 below. The rates are valid for the initial 36 month term of this
Agreement. Thereafter, the then prevailing current rates as established by MSI shall apply.
2.01.3 SUPPORT to THE MUNICIPALITY for the specified software in this Agreement shall include
those services necessary to cause said software to perform in conformance with the warranty
provided for in Article 2.01.1.2. In the event that service is provided for what is determined to be a
problem which is not covered by the warranty, THE MUNICIPALITY shall pay for the services
rendered as an extra cost according to the rates set forth in Article 2.01.3.1:
Software warranty support costs during the initial term of this Agreement and any extended
term are covered by the monthly compensation as set forth in Articles III and IV, below. Costs for
support services not covered by warranty and any additional services requested by THE
MUNICIPALITY shall be charged in accordance with the following, during the initial term and at MSI's
then prevailing rates during any extended terms.
Free for go days from Billed in 15 minute increments
installation date
2. On -Site Customer Assistance Sns.00 per hour
$.75 cents per mile round trip (travel time included)
2.01.3.2 Initial installation shall include installation of the software on current network
nodes designated to use MSI software. Installation of additional nodes, past the initial
installation set -up shall be an extra cost and provided in accordance with the rates set forth
in Article 2.01.3.1.
2.01.4 SOFTWARE SYSTEM USERS' MANUALS, sample forms and reports.
2.01.5 SPECIFICATIONS FOR SUPPLIES needed or required, it being understood that THE
MUNICIPALITY need not purchase supplies from or through MSI, but any supplies obtained from
sources other than MSI or MSI designated suppliers must meet all specifications as are set forth by MSI.
2.01.6 MSI COVENANTS AND WARRANTS that it has the full power and authority to license the use of
the computer software set forth in subsection (1) above.
2.01.7 ENVIRONMENTAL SOFTWARE necessary to operate the program software.
2.02 For and in consideration of MSI providing THE MUNICIPALITY with the afore stated services and
computer software, THE MUNICIPALITY hereby covenants and warrants that it will:
2.02.1 ENACT A MUNICIPAL ORDINANCE providing for the regulation of Code violations
within the geographical boundaries of THE MUNICIPALITY as allowed by IL State Statutes, and
the assessment of fines and other sanctions for such Code violations.
2.02.2 ENACT A MUNICIPAL ORDINANCE providing for the establishment of a system of
administrative adjudication of Code violations under 65 ILCS 511-2.1 and Parking and Compliance
violations under 625 ILCS 5/11 -208.3 or any other applicable Law, within the geographical boundaries of
THE MUNICIPALITY. Should MSI update or change the software which it provides, and THE
MUNICIPALITY does not adopt necessary amendments to its ordinance, or THE MUNICIPALITY adds
violation areas not supported by MSI's software, MSI shall not be responsible for support services or
any deficiencies in the administrative adjudication system caused by inconsistencies between the
ordinance and the software.
202.3 MANAGE ITS SYSTEM'S FIREWALL settings to allow access to the remote web database by its
personal computers and workstations. MSI shall have no liability or responsibility resulting from the
Municipality's failure to properly manage said firewall settings.
2.02.4 PROVIDE SUFFICIENT PERSONNEL, as maybe required to operate and /or manage the System
2.02.5 PURSUE THE ENFORCEMENT of the Code within the geographical boundaries of THE
MUNICIPALITY.
2.02.6 PURSUE THE COLLECTION of sanctions and fines assessed pursuant to an applicable Law.
Should THE MUNICIPALITY not collect the imposed fines, or other sanctions, within go days of the
issuance of the citation, or other required notice, the pursuit of the collection of fines shall be through
the use of a commercial collection service.
2.02.7 COMPENSATE MSI FOR the use of the System, during the term of this Agreement.
2.02.8 The Municipality understands and agrees that the Software is "web- based ", and that all of the
Municipality's access to and storage of its data relative to the use of the Software for its Administrative
Hearing System shall be through a website procured by MSI. Therefore, the Municipality must have
high speed (not dial -up) access to the internet; and must have computer software and hardware which
meet the following minimum specifications:
Client: Windows 2000 SP 4 or higher/Windows XP SP 2 or higher[Windows
Vista, Windows 7.
RAM: Windows 2000/XP - 512 MB or higher. Windows Vista 1GB or higher.
Broadband: DSL or higher.
Note: Failure to meet the above minimum hardware requirements by THE MUNICIPALITY will void
the MSI warranty for the Software as more particularly set forth in Article 2.01.1.2 above
ARTICLE 111
Compensation
3.01 THE MUNICIPALITY agrees to make a monthly payment of:
y Amou $600.00
to MSI for installation of software, initial training, software license, warranty, and support, as set forth
in Article 2.01, for period of 36 billing months, as that term is defined below.
3.01.1 Once MSI performs its obligation to install the software necessary to begin operation of the
System, the obligation of THE MUNICIPALITY to pay the Monthly Amount shall commence. Any
Monthly Amounts paid by THE MUNICIPALITY prior to the commencement of the billing months shall
not affect the length of the term of this Agreement.
3.01.2 Billing for extra services provided to THE MUNICIPALITY shall occur at the end of the month in
which they are rendered and shall be due with that month's monthly amount or extension monthly
amount, as the case may be.
3.01.3 Payments to MSI shall be due not later than 45 days after the last day of each month for which
a payment is due. A late payment of 1.0% per month shall be added for any amount remaining unpaid
after the 45th day.
3.01.4 In the event that THE MUNICIPALITY is under contract with Municipal Collection Services, Inc.
( "MCSI ") for collection of overdue fines for violations processed through the system, the revenues
collected by MCSI shall not be subject to a percentage of revenue payment to MSI that is set forth
above.
ARTICLE IV
Software License; Extension
4.01 In the event that THE MUNICIPALITY chooses to extend the term of the Agreement for one or more 12
month periods, the terms of payment as set forth in Article III, above shall remain as follows:
4.01.1 Such payments shall be timely and THE MUNICIPALITY acknowledges and agrees that
continued use of the software or the providing of services without prompt payment therefore is a
violation of the license to use the software.
ARTICLE V
Termination
5.01 THE MUNICIPALITY acknowledges and agrees that MSI will have substantially performed its initial
obligations under this Agreement upon the installation of the computer software system within facilities of THE
MUNICIPALITY and the completion of training for designated municipal employees.
5.02 It is agreed that THE MUNICIPALITY may terminate this Agreement upon written notice to MSI of its
non - compliance with the terms of this Agreement and upon MSI's failure to cure the default (non - compliance)
within thirty (3o) days of the date written notice is received from THE MUNICIPALITY. In the event THE
MUNICIPALITY terminates the Agreement due to MSI's failure to cure the default, no further payments past the
effective date of termination will be due to MSI.
5.03 In addition to any other remedies of MSI hereunder or under applicable law, MSI may terminate this
Agreement upon written notice to THE MUNICIPALITY of its non - compliance with the terms of the Agreement
and upon THE MUNICIPALITY's failure to cure the default (non - compliance) within thirty (3o) days of the date
written notice is received from MSI. MSI's termination of this Agreement shall not affect any other rights or
remedies of MSI, including the right to bring an action for unpaid amounts due hereunder, actions for injunctive
relief and actions for damages incurred by MSI as a result of any breach of this Agreement by THE
MUNICIPALITY.
5.04 Upon termination of this Agreement, the License shall terminate and the System and all software and
other intellectual property comprising the System, including all upgrades and modifications thereto and all
information and ideas which are of value primarily in connection with this System shall be immediately returned
to MSI by THE MUNICIPALITY.
ARTICLE VI
Software Use and Authorization
6.o1 THE MUNICIPALITY is granted a license to use the Software set forth in Article If only so long as THE
MUNICIPALITY complies with the terms of this Agreement.
6.02 THE MUNICIPALITY further covenants and warrants not to in any manner, directly or indirectly, copy,
convey, transfer or allow the unauthorized use of any of the Software for which a license use is granted under
this Agreement. Any such action or attempted action on the part of THE MUNICIPALITY shall be sufficient
grounds for MSI to obtain equitable relief preventing same, without bond or notice to THE MUNICIPALITY.
6.o3 If THE MUNICIPALITY does not make the payments required by this Agreement, all software used
under the terms of this Agreement shall be returned immediately to MSI. Failure to return the software shall
be sufficient grounds for MSI to obtain equitable relief without bond or notice to THE MUNICIPALITY to effect
return thereof. The System, all software, object codes, source codes, upgrades, enhancements and other
intellectual property rights pertaining thereto, including patents and copyrights, constitute the sole and
exclusive property of MSI.
6.04 All confidential or proprietary information disclosed by MSI to THE MUNICIPALITY shall be held in trust
and confidence by THE MUNICIPALITY at all times during the terms of this Agreement and for two (z) years
thereafter unless disclosure is required by law. THE MUNICIPALITY shall take all reasonable precautions, but
not less than those employed to protect its own confidential and proprietary information, to prevent any
confidential information of MSI from being divulged to or used by third persons.
*The residents and visitors of the Village of Oak Brook entrust the Village with important information relating
to their interests. The nature of this relationship requires maintenance of confidentiality. In safeguarding this
information received, the Village earns the respect and further trusts of our residents and visitors. As a
software vendor for the Village of Oak Brook, MSI is expected to assume an obligation to maintain
confidentiality. No one is permitted to remove or make copies of any Village records, reports or documents
without prior written approval for the Village of Oak Brook. Disclosure of confidential information is cause to
terminate this agreement.
6.05 During the term of this Agreement, THE MUNICIPALITY shall not directly or through active assistance
to any third parties develop substitute or competitive software products or systems which perform the same
or substantially similar functions to those performed by the System. Nothing in this Section is intended to
prevent THE MUNICIPALITY from investigating or purchasing an alternative solution.
ARTICLE VII
Damages
7.01 With regard to the installation, service and support of the Software by MSI; MSI shall have no liability
with respect to its obligations under this Addendum or otherwise for consequential, exemplary, special,
incidental or punitive damages even if it has been advised of the possibility of such damages. In any event, the
liability of MSI to THE MUNICIPALITY, for any reason and upon any cause of action, shall be limited to the lesser
of the amount paid to MSI by THE MUNICIPALITY under this Addendum or $1,000.00. This limitation applies to
all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty,
negligence, strict liability, misrepresentations, and other torts. Both parties understand and agree that the
remedies and limitations herein allocate the risks of product and service non - conformity between the parties
as authorized by the Uniform Commercial Code and of other applicable laws. The fees herein reflect, and are
set in reliance upon, this allocation of risk and the exclusion of consequential damages set forth in this
Addendum.
ARTICLE VIII
Website
8.01 While MSI will use reasonable efforts to provide maximum uptime for the website to be used, it is
agreed and understood that there will be downtime for the website due to planned and unplanned
maintenance and repair of the website; and due to conditions beyond the control of MSI. THE MUNICIPALITY
agrees that MSI shall have no liability for downtime of the website unless caused by MSI's own willful conduct.
8.02 THE MUNICIPALITY will have up to 10 gigabytes of storage resources at the website at no additional
cost. In the event that THE MUNICIPALITY exceeds io gigabytes of data storage, additional charges may be
assessed as additional compensation to MSI, based on the increased charges to MSI from its website host.
8.03 With regard to the website access to be provided by MSI: (a) MSI shall have no liability for
unauthorized access to, or alteration, theft or destruction of, the website or THE MUNICIPALITY's data files,
programs or information through accident, fraudulent means or devices, and (b) MSI shall have no liability with
respect to MSI's obligations under this Agreement or otherwise for consequential, exemplary, special,
incidental, or punitive damages even if MSI has been advised of the possibility of such damages. In any event,
the liability of MSI to THE MUNICIPALITY for any reason and upon any cause of action shall be limited to the
lesser of the amount actually paid to MSI by THE MUNICIPALITY under this Agreement or $7,000.00. This
limitation applies to all causes of action in the aggregate, including without limitation to breach of contract,
breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees herein reflect, and
are set in reliance upon, this allocation of risk and the exclusion of consequential damages set forth in this
Agreement.
ARTICLE IX
Agreement Modification
9.01 This Agreement may be modified only in writing, executed by both parties.
ARTICLE X
Miscellaneous Provisions
10.01 This Agreement shall be governed by and interpreted in accordance with the Laws of the State of
Illinois. Any dispute arising out of this Agreement shall be instituted in the 18"' Judicial Circuit Court in DuPage
County, Illinois.
10.02 This Agreement shall not be construed more strongly against the party responsible for its preparation.
10.03 In the event that either party retains attorneys to enforce its rights under the terms of this Agreement,
the prevailing party in any litigation shall be reimbursed for their reasonable attorneys' fees and other costs
associated with enforcement and litigation.
10.04 The Model Ordinance and training provided by MSI are intended to comply with existing state law and
designed to be consistent therewith. However, MSI does not warrant that the Model Ordinances and training
are legally sufficient and THE MUNICIPALITY should determine for itself, prior to adoption, that the same
comply with existing law.
10.05 This Agreement and the Addendums attached hereto, represent the entire Agreement between the
parties. The parties agree that THE MUNICIPALITY and MSI are acting as separate and independent entities and
neither party is partner, joint venturer, agent, or employee of the other.
10.06 The parties shall not be liable for any delay in the performance of their obligations hereunder if such
delay is caused by causes beyond the reasonable control of the parties, including, without limitation, any act of
God or force majeure, or revolution, terrorist act, riot, commotion or any applicable governmental or judicial
law, regulation, order or decree.
ARTICLE XI
Notices
Any and all notices required hereunder shall be by certified mail - return receipt requested - and shall be
deemed properly given and received mailing to the parties at the address listed below.
MUNICIPALITY:
VILLAGE of OAK BROOK
1200 Oak Brook Rd.
Oak Brook, IL 60523
MSI:
MUNICIPAL SYSTEMS, INC.
7330 College Drive, Suite 108
Palos Heights, IL 60463
ARTICLE XII
Approval
IN WITNESS WHEREOF the parties have hereunto set their respective hands and seals the day and
date first above written.
VILLAGE OF OAK BROOK,
MUNICIPALITY
By:
Attested,
Clerk (PRINT)
Clerk (SIGNATURE)
Date; ::j'y jy S 2014—
An Illinois Corporation
BY-
Executive Officer (PRINT)
Chkf Executive Officer IGNATURE)
Attested:
_Frank Regan ____
Secretary (PRINT)
Secretary (SIGNAT
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