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R-03-10
and RESOLUTION NO. R-03-10 AUTHORIZING THE EXECUTION OF A CONTRACT WITH MUNIS TO PROVIDE FINANCIAL INFORMATION SYSTEM SOFTWARE AND ASSOCIATED SERVICES WHEREAS, the Village of Deerfield is desirous of replacing its financial information system software; WHEREAS, six responses to a request for qualifications to provide such services were received in March; and WHEREAS, Village staff and Group 1 Resources have reviewed the responses, investigated the companies and selected a firm for recommendation to the Village Board; and WHEREAS, staff and Group 1 have negotiated a contract and recommend the selection of MUNIS to provide this software and related implementation services; WHEREAS, it is in the best interest of the Village of Deerfield to approve this contract with MUNIS. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, that a contract with MUNIS, attached hereto and made a part hereof, is approved. BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to sign the contract, attached, providing financial information system software and implementation services. ADOPTED this 7th day of July , 2003. AWN. Benton, Kayne, Rosenthal, Seiden-;: Swanson, Wylie (6) NAYS: None (0 ) ABSENT: None (0 ) ABSTAIN: None (0 ) APPROVED this 7th day of 7fAA_ "'-�--Vil—lageClerk-- pt, MUNIS A TYLER TECHNOLOGIES COMPANY lof14 M N 5436 -6 AGREEMENT This Agreement made this 16th day of July ,2003 between MUNIS, a Maine Corporation, with offices at 370 U.S. Route 1, Falmouth, Maine 04105 (MUNIS) and the Village of Deerfield.,; with;ts principal offices at 850 Waukegan Road, , Deerfield, IL 60015 (Client). MUNIS and Client agree as follows: MUNIS shall furnish the products and services as described in this Agreement, and Client shall pay the prices set forth in this Agreement. MUNIS shall mail invoices to Client at the above address to the attention of Ellasion Phillips. 2. This Agreement consists of this Cover and the following Attachments and Exhibits: Section A. Investment Summary Addendum A Section B. Software License Agreement See Addendum A #44 for Exhibits Section C. Professional Services Agreement Section D. Maintenance Agreement Section E. Third Party Product Agreement 3. The License Fees set forth in the Investment Summary are based on defined category levels. Placement within a category is based on the size of the organization serviced and measured by such : factors as operating budget, number of employees, and the number of bills generated for utilities or taxes. The license described in the Software License Agreement is granted at the following category level(s): Group of MUNIS Software Products Category Revision Financials C 2003 Human Resources B 2003 Tax C 2003 Utility C 2003 Other Functions C 2003 IN WITNESS WHEREOF, persons having been duly authorize d empo ered enter j'o this Agreement, including Addendum A and all Exhibits hereto. This Agreement is effective as of the date last set forth MUNIS, Inc.: Client: �-�-� Villa 2e f D field Bye. By: --JA Is . Marr, Jr. Date: / // b Date: 2 of 14. , MUNIS- A TYLER TECHNOLOGIES COMPANY Section A - Investment Summary Prepared for: Village of Deerfield 850 Waukegan Road Deerfield,IL 60015 Attention: Robert W. Fialkowski 847- 945 -5000 Contract # I MN5436 -6 By: Alban Michaud Date: 6/24/03 Rev. Date: 6/24/03 RFP # 3 of 14. Product Software - Maintenance Consulting Implement Conversion Model # Qty Description Price Extended MA MA Ext Days $ /Day Days $ /Day Price AC -C 1 Accounting, General Ledger, Budgeting, Accounts Payable $25,000 $25,000 $4,500 $4,500 2 $1,100 5 $950 $2,090 PR -B 1 Payroll $10,000 $10,000 $1,800 $1,800 2 $1,100 6 $950 PM -B 1 Personnel Management $7,000 $7,000 $1,260 $1,260 3 $950 MO -C 1 MUNIS Office $4,500 $4,500 $810 $810 3 $950 PI -C 1 Permits & Code Enforcement $12,000 $12,000 $2,400 $2,400 2 $1,100 8 $950 AR -C I Accounts Receivable/Cash Receipting $5,500 $5,500 $990 $990 2 $950 GB -C I General Billing $2,750 $2,750 $495 $495 1 $950 BL -C 1 Business Licenses $5,500 $5,500 $990 $990 2 $950 WO -C 1 Work Orders $6,500 $6,500 $1,170 $1,170 2 $950 PA -C 1 Project Accounting $5,500 $5,500 $990 $990 1 $1,100 2 $950 PO -C 1 Purchase Orders $6,500 $6,500 $1,170 $1,170 1 $1,100 2 $950 RQ -C 1 Requisitions $4,500 $4,500 $810 $810 3 $950 FA -C 1 Fixed Assets $6,500 $6,500 $1,170 $1,170 3 $950 CRW -C 1 MUNIS Crystal Reports $5,500 $5,500 $1,375 $1,375 2 $950 UBI -C I Utility Billing Meter Reader Interface $4,000 $4,000 $720 $720 1 $950 UB -C 1 Utility Billing $12,000 $12,000 $2,160 $2,160 2 $1,100 10 $950 $7,020 1 Less 5% Discount - $6,163 - $6,163 $0 Totals $117,088 $22,810_10 $11,0001, 55 $52,250 $9,110 3 of 14. Client: Village of Deerfield Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 Other Professional Services Model # Qty Description Price /EA Price Ext nilu raray na1uwa1Cvt.�yaLc111 .w1aw01W SW -INS -NT 1 Software Load and Test $4,000 $4,000 Model # Qty /Users Description Price Extended MA Price MA Extend IDS 30 IDS Server Work Group $300 $9,000 $90 $2,700 SAS -C 1 System Administration Security Training (1 day) $950 $950 GUI 30 MUNIS GUI Runtime $300 $9,000 $60 $1,800 ATAMAN 1 Ataman Utility $92 $92 $0 WINZIP 1 Winzip $37 $37 $0 FORMUNIS 1 FORMUNIS Adobe Software Package $5,000 $5,000 $1,500 $1,500 FORMUNIS 1 Standard Forms Library $3,000 $3,000 $0 FORMUNIS 1 Estimated Utility Bill Forms $2,000 $2,000 $0 FORMUNIS 1 Estimated Other Forms (Permits, Parking and Licenses) $2,000 $2,000 $0 FORMUNIS 1 Check Signing System $1,500 $1,500 $0 FORMUNIS 1 Additional Standard Form Designs (6 @ $500 /each) $3,000 $3,000 $0 FORMUNIS 1 Purchase Order Distribution $500 $500 $0 FORMUNIS 1 Additional Signature Card $150 $150 $0 Total Hardware & System Software $35,279 MA $6,000 OSDBA 1 First annual Operating System / Database Support $0 $0 $0 OS /Database Services $0 MA I $0 Other Professional Services Model # Qty Description Price /EA Price Ext SW -INS -NT 1 Software Load and Test $4,000 $4,000 FORMUNIS 2FORMUNIS Installation and Training $1,500 $3,000 TRAVEL 1 Estimated Travel and Related Expenses $35,000 $35,000 POS 1 Cash Station Installation (up to 4 cash stations /associated equipment) $1,000 $1,000 SAS -C 1 System Administration Security Training (1 day) $950 $950 IMP 10 Additional Implementation Services (10 days) $950 $9,500 Total Other $53,450 4 of 14. Client: lVillage of Deerfield Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 Conversion Options And Prices Model # Conv Price AC -C PO -C FA -C GB -C PI -C PT -C BUC UB -C PR -B Std: Excel td: Open td: Master, GL td: Master, GL td: Master td: Parking td: Customer td: Account td: Employee Spreadsheet Purchase Orders Accounts and Accounts* and Opt l: Permits icket Master, Accounts (CIDs), aster, Customer aster, Conversion, Header /Detail) Funding Source, Funding Source, Application Owner Plates, Opt 1: Master, Accounts (CIDs), Addresses, AP Vendors, Opt 1: Purchase Opt 1: Recurring History. Customer Opt 2: Bills Opt 1: Services, Opt 1: O Remittance History, Invoices, Opt 2: Violations. ccounts (CIDs), (Header, Detail), Meter Inventory, Deductions, P Addresses, 1099 Opt 2: History Opt 2: Bills, Opt 3: Inspection t 1: Bills, Payment History Opt 2: Retirement, Bond T Amounts Payment History, ayment History, Header, Detail, Assessments, Information, GL Opt 1: GL Invoices batements /Adju L *), Opt 3: Opt 2: Recurring Balances up to 3 tments, Tax Bill batements /Adju Consumption ay, Q yrs Activity tments (Header, History, Opt 3: Accruals, N GL Opt 2: Detail), Tax Bill Opt 4: Balance Opt 4: S Budget up to 3 y ctivity Forward - AR Accumulators, AP Opt 1: Check Opt 5: Check History (Header, History, Detail) Opt 6: Earnings AP Opt 2: Deductions Invoices (Header, History, Detail) Opt 7: Applicant Tracking Std ® $2,090❑ $1,260 El $1,260 El $840❑ $1,2600 $1,260 El $840❑ $1,260 El $840 [:1 ❑ 1 ❑ $625 ❑ ❑ $420 ❑ $1,680 ❑ $2,040 ❑ $2,940 ❑ $1,680 ® $1,200 ❑ $1,260 ❑ ❑ 2 ❑ $625 ❑ ❑ $840 ❑ $3,360 ❑ $1,200 ❑ ❑ $2,940 ® $840 ❑ $840 ❑ ❑ 3 ❑ $840 ❑ ❑ ❑ ❑ $840 ❑ ❑ Z $1,200 ❑ $420 ❑ ❑ 4 ❑ $1,260❑ ❑ ❑ ❑ ❑ ❑ 01 $2,520❑ $1,260❑ ❑ 5 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ $840 ❑ ❑ 6 ❑ ❑ ❑ ❑ ❑ ❑ ❑ d$0 ❑ ❑ $840 ❑ ❑ 7 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ $1,2600 ❑ $2,090 $0 $0 $0 $0 $0 $7,020 $0 5 of 14. Client: lVillage Of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -� SUMMARY Total Application Software Total Hardware & System Software OS /Database Services Total Consulting Total Implementation/Training Total Conversion Total Other Total Charges FEES MAINTENANCE $117,088 $22,810 $35,279 $6,000 $0 $0 $11,000 Price $52,250 Days $9,110 Bids & Quotes $53,450 $540 $278,177 $28 810 Sales Tax Note: Taxes not included. Total Quote $278,1771 plus Annual Support/Maintenance $28,810 6 of 14. Optional Items Consulting Implementation Description Price MA Days Days BQ -C Bids & Quotes $3000 $540 1 CM -C Contract Management $3000 $540 1 IN -C Inventory $6000 $1080 3 BMI -C Interface to BMI Asset Tracking System $2000 $360 1 AT-13 Applicant Tracking $2500 $450 1 PENS -B Pension Tracking $5000 $900 1 TIME -B Timekeeping Interface - Kronos $2000 $360 1 ET-13 Enforcement Technology Handheld $1500 $375 1 CF -C Cash Flow $6500 $1170 2 DISASTER Disaster Recovery Service $6890 PT-13 Parking Tickets $10000 $2500 4 VL -C Vehicle Licenses $6000 $1080 2 MOL MUNIS OnLine - Employees $2250 MOL MUNIS OnLine - Citizen Requests $3500 MOL MUNIS OnLine - Utility Bill Payments $3500 MOL MUNIS OnLine - Miscellaneous Revenue Payment $3500 VPN VPN Device Installation $3000 $0 MUNIS Optional Item Prices will be held firm for a period of 180 days after contract signing. Third party products will be priced as of the time of order. 6 of 14. 1 Client: Village Of Deerfield Attention: Robert W. Fialkow ski Contract #1 MN5436 -6 General Payment Terms 1. Client will pay to MUNIS an initial deposit upon execution of this Agreement that equals 25% of the Application and System Software License Fees, 25% of the Application Software and System Software Maintenance Fees, and 25% of the Third Party Product Maintenance Fees; 2. Client will pay a second installment to MUNIS upon delivery of the software products that equals 50% of the Application Software License Fees and 75% of the System Software License Fees, and 75% of the Application Software and System Software Maintenance Fees, and 75% of the Third Party Product Maintenance Fees; 3. The remaining 25% balance of the MUNIS Application Software Fees shall be paid after (a) Client's verification of the software products as outlined in Exhibit 1 of this Agreement, (b) Client's completion of its own validation process, or (c) Client's live processing. In no case, shall this period exceed sixty (60) days after delivery. 4. Services shall be billed as delivered plus expenses and are due and payable net 30 days. Section B - Software License Agreement l) Software Product License. a) Upon Client's payment for the software products listed on the cover of this Agreement, for the license fees set forth in the Investment Summary, MUNIS shall grant to Client and Client shall accept from MUNIS a non - exclusive, nontransferable, nonassignable license to use the software products and accompanying documentation and related materials for internal business purposes of Client, subject to the conditions and limitations in this Software License Agreement. b) Ownership of the software products, accompanying documentation and related materials, and any modifications and enhancements to such software products and any related interfaces shall remain with MUNIS. c) The software products are not licensed to perform functions or processing for subdivisions or entities that were not considered by MUNIS when MUNIS placed Client in the categories listed on the cover of this Agreement. d) The right to transfer this license to a replacement hardware system is included.in this Software License Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to Client. Advance written notice of any such transfer shall be provided to.MUNIS. e) Client agrees that the software products, any modifications and enhancements and any related interfaces are proprietary to MUNIS and have been developed as a trade secret at MUNIS' expense. Client 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 software products or accompanying documentation. f) The software products may be modified, but such modification shall be only for the use on Client's system and shall not cause Client or anyone performing such modification to gain any proprietary or other interest in the software products or such modifications. Client shall not perform decompilation, disassembly, translation or other reverse engineering on the software products. If Client has made modifications to the software products, MUNIS will not support or correct errors in the modified software products, unless modifications were specifically authorized in writing by MUNIS. g) Client may make copies of the software products for archive purposes only.; Client will repeat any proprietary notice on the copy of the software products. The documentation accompanying the software products may not be copied except for internal use. h) The term of the license granted by this Section shall be perpetual: i) MUNIS maintains an escrow agreement with an Escrow Services Company under,which MUNIS places the source code of each major release. At Client's request, MUNIS will add Client as a beneficiary on its escrow account. Client will be invoiced the annual beneficiary fee directly by the Escrow Services Company and is, solely responsible for maintaining its status as a beneficiary. 2) License Fees. a) Client agrees to pay MUNIS, and MUNIS agrees to accept from Client as payment in full for the license herein, the total sum of the MUNIS license fees set forth in the Investment Summary b) The license fees listed in the Investment Summary do not include any tax or other governmental impositions including, without limitation, sales, use or excise tax. All applicable sales tax, use tax or excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MUNIS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt, Client must provide MUNIS with Client's tax exempt number or form. c) In the event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention: MUNIS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS within fifteen (15) days. An additional fifteen (15) days is allowed for the Client to provide written clarification and details for the disputed invoice. MUNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outline the reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in Client's notification to MUNIS. Client may withhold payment of only the amount actually in dispute until MUNIS provides the required written response, and full payment shall be remitted to MUNIS upon MUNIS' completion of all material action steps required to remedy the disputed manner. Notwithstanding the foregoing sentence, if MUNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them, Client shall' remit full payment of the invoice. d) Any invoice not disputed as described above shall be deemed accepted by the Client. If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUNIS reserves the right to suspend delivery of all services under the Investment Summary, this Software License Agreement, the Professional Services Agreement, the Maintenance Agreement and, if applicable, the Third Party Product Agreement. 7 of 14. Client: JVIllage Of Deerfield Attention Robert W. Fialkowski Contract #1 MN5436 -6 3) Verification of the Software Products. a) At the Client's request, within thirty (30) days after the software products have been installed on Client's system, MUNIS will test the software products in accordance with MUNIS "standard verification test fu procedure, by demonstrating to Client that the software products perform all of the nctions'identified in Exhibit I of this Software License Agreement, which demonstration shall constitute Client's verification that the software products substantially comply with MUNIS' user manuals for the most current version of the software products and functional descriptions of the software found in MUNIS' written proposal to Client. Upon such verification, Client shall pay the remaining balance in accordance with the payment terms in Addendum A. b) At it's option, Client's own defined internal validation process to test the software to conform to all of the functions identified in Exhibit I of this Software License Agreement, which validation test shall constitute Client's verification that the software products substantially comply with MUNIS' usermanuals for the most current version of the software, products and functional descriptions of the software found in MUNIS' written proposal to Client. Upon such validation, Client shall pay the remaining balance of in accordance' with the payment terms in Addendum A. c) Notwithstanding anything contrary herein, Client's use of the software products for its intended purpose, shall constitute Client's verification of the software products, without exception and for all purposes. d) Verification or validation that the software products substantially comply with MUNIS' user manuals for the mos(currentversion,of the software products and functional descriptions of the software found in MUNIS' written proposal to Client by Client shall be final and conclusive except for latent defect, fraud, and such gross mistakes that amount to fraud and the operation of any provision of this Agreement which specifically survives verification. In the event said verification becomes other than final, or becomes inconclusive, pursuant to this paragraph, Client's sole right and remedy against MUNIS shall be to require MUNIS to correct the cause thereof. e) MUNIS shall promptly correct any functions of the software products which failed the standard verification testing or failed to, comply with MUNIS' s user manuals for the most current version of the software products and functional descriptions of the software found in MUNIS's written proposal to, Client.' If Client has made modifications to the software programs, MUNIS will not make such corrections, unless such modifications were specifically authorized in writing by MUNIS. 4) Schedule of Verification. MUNIS will install the software products and cause the same to be verified within sixty (60)' days after Client makes available to MUNIS the equipment into which the software product is to be loaded. MUNIS shall exercise reasonable efforts to cause the software products lobe verified according to the set forth, in;this paragraph; but MUNIS shall not be liable for failure to meet said schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of MUNIS;` . 5) Limited Warranty: MUNIS warrants that the then current, unmodified version of the MUNIS Software Products will substantially conform to the then current version of its published Documentation. If the Software Products do not perform as warranted, MUNIS's obligation will be to use reasonable efforts, consistent with industry standards, to cure the defect. Said corrections will be made in accordance with the Support ' Call Process document attached hereto as Exhibit 2. Should MUNIS be unable to cure the defect or provide a replacement product,' Client shall be entitled to a refund for the license fee paid for application. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED.UNDER'APPLICABLE LAW, ALL OTHER WARRANTIES; CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6) Limitation of Liability. (a) In the event that the software products are determined to infringe upon any existing` United States patent copyright or trademark rights held by any other person or entity,. MUNIS shall defend and hold harmless Client and its officers, agents and employees from any claim or proceedings brought against Client and from any cost damages and expenses finally awarded against Client which arise as a result of any claim that is based on an assertion that Client's use of the software products under this'Software License Agreement constitutes an infringement of any United States patent, copyright or trademark provided that Client notifies MUNIS promptly of any such claim or proceeding and gives MUNIS full and complete authority, information and assistance to defend such claim or proceeding and further provided that MUNIS shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement provided that MUNIS shall consult with Client regarding such defense. In the event that the software products are finally held to be infringing and its use by Client is enjoined, MUNIS shall, at it's election; (1) procure for Client the rig htto continue use of the software ,products; (2) modify or replace the software; products so that it becomes non - infringing; or (3) if procurement of the right to use,or modification or replacement can not be completed by MUNIS, terminate the license for the infringing software product, and upon termination, refund the license fees paid for the infringing software product as depreciated:on a straight -line basis over a period of seven (7). years with such,depreciation.to commence on the execution of this Agreement. MUNIS shall have no liability hereunder if Client modified the software products in any manner without the prior written come 1. MUNIS and such modification pis determined by a court of competent jurisdiction to be a contributing cause of the infringement or if the infringement would have been avoided by Clients use,of the most,current revision the software,, products. The foregoing states MUNIS' entire liability and Client's exclusive remedy with respect to any claims of infringement of any copyright, patent, trademark, or any property interest rights by the software products, any part thereof, or use thereof. b) THE RIGHTS AND REMEDIES SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT ARE EXCLUSIVE AND.IN"LIEU OF ALL OTHER RIGHTS AND REMEDIES OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION; THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION. c) In no event shall MUNIS be liable for special, indirect, incidental, consequential or exemplary damages, including without limitation any damages resulting from loss of use, loss of data, interruption of business activities or failure to realize savings arising out of or in connection with the use of the software products:. MUNIS' liability for damages arising out of this Software License Agreement, whether based on a theory of 8 of 14. Client: Ivillage of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -6 contract or tort, including negligence and strict liability, shall be limited to the MUNIS license fees identified in the Investment Summary. The license fees set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Software License Agreement. 7) Dispute Resolution. In the event of a dispute between the parties under this Software License Agreement pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 8) No Intended Third Party Beneficiaries. This agreement is entered into solely,for the benefit of MUNIS and Client. No third party shall be deemed a beneficiary of this agreement, and no third party shall have the right to make any claim or assert any right under this agreement. 9) Governing Law. This Software License Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile. 10) Entire Agreement. a) This Software License Agreement, including Exhibit I and the functional description of the software products found in MUNIS' written proposal to Client, represents the entire agreement of Client and MUNIS with respect to the software products and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly set forth in this Software License Agreement and the functional description of the software products found in MUNIS' written proposal to Client. b) If any term or provision of this Software License Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Software License Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Software License Agreement shall be valid and enforced to the fullest extent permitted by law. c) This Software License Agreement may only be amended, modified or changed by written instrument signed by both parties. 11) Cancellation or Termination. In the event of cancellation or termination of this Software License Agreement, Client will make payment to MUNIS for all software products, services and expenses delivered or incurred prior to the termination or cancellation of this Software License Agreement. 12) Approval of Governing Body. Client represents and warrants to MUNIS that this Software License Agreement has been approved by its governing body and is a binding obligation upon Client. Section C - Professional Service Agreement 1) Services Provided. MUNIS shall provide some or all of the following services to Client: a) Installation as described in the Investment Summary; b) Conversion of Clients existing data as set forth in the Investment Summary; c) Training/Implementation in the quantity set forth in the Investment Summary; d) Consulting/Analysis in the quantity set forth in the Investment Summary; and e) Verification Testing as described in the Software License Agreement. 2) Professional Services Fees. a) Notwithstanding specific prices to the contrary identified in the Investment Summary, all services will be invoiced in half -day and full -day increments as delivered plus expenses. b) Upon the completion of each service day, or group of days, MUNIS will present a Customer Service Report. Client will sign the report indicating acceptance of the service day and its subsequent billing, or noting reasons for Client's non - acceptance of such. This acceptance is final. c) All requests for supporting documentation shall be made within thirty (30) calendar days of invoice delivery. d) The rates for Acceptance Testing shall be the same as the Training/Implementation rates set forth in the Investment Summary. e) The rates listed in the Investment Summary do not include any tax or other governmental impositions including, without limitation, sales, use or excise tax. All applicable sales tax, use tax or excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client toMUNIS on demand in the event thatMUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt, Client must provide MUNIS with Client's tax exempt number or form. n Payment is due within thirty (30) calendar days of invoice. g) In the event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention: MUNIS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS within fifteen (15) calendar days of Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client to provide written clarification and details for the disputed invoice. MUNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outline the reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in Client's notification to MUNIS. Client may withhold payment of only the amount actually in dispute until MUNIS provides the required written response, and full payment shall be remitted to MUNIS upon MUNIS' completion of all material action steps required to remedy the disputed manner.. Notwithstanding the foregoing sentence, if MUNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them, Client shall remit full payment of the invoice. 9 of 14 Client: Ivillage of Deerfield Attention:IRobert W. Fialkowski Contract # MN5436 -6 h) Any invoice not disputed as described above shall be deemed accepted, by the Client. , If payment of any invoice that is not disputed.as described above is not made within sixty (60) calendar days, MUNIS reserves the right to suspend delivery of all services under the'Investment Summary, the Software License Agreement, this Professional Services Agreement, ahe Maintenance Agreement and, if applicable, the Third Party Product Agreement. 3) Additional Services. Services utilized in excess of those set forth in;the;Investment Summary and additional related services not set forth in the Investment Summary will be billed at MUNIS' then current market rate for the service as they are incurred. 4) Limitation of Liability. MUNIS' liability for damages arising out of,this Professional Services' Agreement, whether based on atheory of contract or tort, including negligence and strict liability, shall be limited to the professional service fees identified in the Investment Summary. The client shall not yin any event 'be entitled to, And MUNIS -shall not be liable for, indirect, special, incidental, consequential or exemplary damages of any nature. The professional service fees set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Professional Services Agreement. 5) Dispute Resolution. In the event of a dispute between the parties under this Professional Services Agreement. pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 6) No Intended Third Party Beneficiaries. This Professional Services Agreement is entered into solely for the benefit of MUNIS and Client. No third party shall be deemed a beneficiary of this Professional Services Agreement, and no third party shall have the right to make any claim or.assertany right under this Professional Services Agreement. 7) Governing Law. This Professional Services Agreement shall be governed by and construed in accordance with the laws of Client's state of doinicile. 8) Cancellation or Termination. In the event of cancellation or termination of this Professional Services. Agreement, Client-will make payment to MUNIS for all services and expenses delivered or incurred prior to the termination or cancellation of this Professional Services Agreement: 9) Entire Agreement. a) This Professional Services Agreement represents the entire agreement of Client and MUNIS with respect to the professional services and supersedes any prior agreements, understandings and representations, whether written, oral, expressed,, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did not rely. on any representations or warranties other than those explicitly set forth in this Professional Services Agreement. b) If any term or provision of this Professional Services Agreement or the application` thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Profess ional ' Services Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Professional Services Agreement shall be valid and enforced to the fullest extent permitted by law: c) This Professional Services Agreement may only be amended, modified,"or changed by written instrument signed' by both parties: 10) Approval of Governing Body. Client represents and warrants to MUNIS that this Professional'Services Agreement has been approved by its governing body and is a binding obligation upon Client. 10 of 14 Client: Ivillage of Deerfield I Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 Section D - M' aintenance Agreement 1) Scope of Agreement. The Client agrees to purchase and MUNIS agrees to provide services for,the software products listed on the cover of this Agreement in accordance with the following terms and conditions. Both parties acknowledge that this Maintenance Agreement covers both Support for the software products listed onthe 'cover of thi,s Agreement and Licensing of updates of such installed software products. 2) Term of Agreement. This Maintenance Agreement is effective as of the effective date listed on the cove(of this Agreement and shall remain in-force for a one year term. Upon termination of this Maintenance Agreement, Client may renew the Maintenance Agreement for subsequent one -year periods at the then current fee structure as established by MUNIS. _ 3) Payment. a) Client agrees to pay MUNIS the amount identified in the Investment Summary for licensing and support services,'as described below. The annual amount identified in the Investment Summary shall be reduced by twenty -five percent (25 %) for the first year. This payment is due and payable in accordance with the General Payment Terms of this Agreement. b) Additional Charges. Any maintenance performed by MUNIS for the Client which is not covered by this Maintenance Agreement will be charged at MUNIS' then current market rates. All materials supplied in connection with such non- covered maintenance or support plus expenses will be charged to Client. c) Support and services will be suspended whenever Client's account is thirty (30) calendar days overdue. Support and services will be reinstated when Client's account is made current., , 4) Terms and Conditions for Licensing of Updates of the Installed Software Products. a) Client is hereby granted the non - exclusive and nontransferable license and right to use the additional versions of the installed software products listed on the Cover of this Agreement which MUNIS may release during the term of this Maintenance Agreement. MUNIS agrees to extend and Client agrees to accept a license subject to the terms and conditions contained herein for the installed software products: b) The installed software products listed are licensed for use only for the benefit of Client listed on the cover of this Agreement. The software products are not licensed to perform functions or processing for subdivisions or entities that were not considered by MUNIS when MUNIS placed Client in the categories listed on the cover ofthis Agreement. c) As long as a current Maintenance Agreement is in place, this License may be transferred to another,hardwarei'system used for, the benefit of Client. Client agrees to notify MUNIS prior to transferring the licensed products to any other system. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to the Client. d) Client agrees that the software products are proprietary to MUNIS and have been developed as'a trade secret at MUNIS' expense. Client 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 software products or accompanying documentation e) The software products may be modified but such modification shall be only for the use on the Client's system 'for'which the software products are licensed and shall not cause the Client or anyone performing such modification to gain any proprietary or other interest in the software products. If Client has inade modifications`to the software products, MUNIS `will not support the modified software products, unless . modifications were specifically authorized in writing by MUNIS. f) Client may make copies of the licensed software products for archive purposes only. The Client will'repeat any proprietary notice on the copy of the software products_ The documentation accompanying the product may not be copied except for internal use. g) For as long as a current Maintenance Agreement is in place, MUNIS shall promptly correct any functions of the software products which fail to substantially comply with MUNIS' user manuals for the most current version of the software products. If Client has made modifications to the software products, MUNIS will not. make such corrections, unless modifications were specifically authorized in writing by MUNIS. 5) Terms and Conditions for Support. a) MUNIS shall provide software- related telephone support to the Client., Phone calls will be accepted by support personnel during MUNIS' normal working hours (5:00 A.M. to 6:00 P.M., Eastern Standard Time, Monday through Friday). Assistance and support requests which require special assistance from MUNIS' development group will be taken and directed by support person_ el. 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 hardcopy printout of source code programs and documentation. c) MUNIS will maintain staff that is appropriately trained to be familiar with the software products in:order to render assistance, should it be required: d) MUNIS will provide Client with all updates that MUNIS may make to the then current version of the installed software products covered in th isAgreement. e) MUNIS will make available to Client update(s) of the installed software products. In the case of system software update(s), Client will also be required to pay whatever fee the manufacturer charges for the update. Client understands that and agrees that six (6) months after shipment by MUNIS of updates, MUNIS shall cease to support'the earlier version, and for the balance of the term, MUNIS shall support the update. 0 MUNIS will make available appropriately trained personnel to provide C.lientadditional training, program changes, analysis, consultation, recovery of data, conversion, non - coverage maintenance service, etc., billable at the current per diem rate plus expenses. 6. Limitations and Exclusions. The support and services of this Maintenance Agreement do not include the following: a) Support service does not include the installation of the software products, onsite support, application design, and.other consulting services, support of an operating system or hardware; or any support requested outside of normal business hours. 11 of 14 Quoted to: lVillage of Deerfield Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 b) Client shall be responsible for implementing at its expense, all changes to the current version. Client understands that changes furnished by MUNIS for the current version are for implementation in the current installed software products version as it exists without customization or client alteration. 7. Client Responsibilities. a) Client shall provide, at no charge to MUNIS, full and free access to the programs covered hereunder:` 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) In the event Client uses the software products licensed herein on a UNIX platform, Client shall maintain for the duration of the Agreement an internet (TELNET) connection. In the event Client uses the software products licensed herein on a NT platform, Client shall maintain a dialup connection through PC- Anywhere. MUNIS, at its option, shall use the connection to assist with problem diagnosis and resolution. 8. Non - Assignability. The Client shall not have the right to assign or transfer its rights hereunder to any party. 9. Excused Nonperformance. MUNIS shall not be responsible for delays in servicing: the products covered by this Maintenance Agreement caused by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond its control. 10. Limitation of Liability. The liability of MUNIS is hereby limited to a claim for a money judgment not exceeding the fees paid by the Client for services under this Maintenance Agreement. The client shall not in any event be entitled to, and MUNIS shall not be liable for, indirect, special, incidental, consequential or. exemplary damages of any nature. 11. Governing Law. This Maintenance Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile. 12. Entire Agreement. a) This Maintenance Agreement represents the entire agreement of Client and MUNIS with respect to the maintenance of the software products and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly set forth in this Maintenance Agreement. b) If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Maintenance Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Maintenance Agreement shall be valid and enforced to the fullest extent permitted by law. c) This Maintenance Agreement may only be amended, modified or changed by written instrument signed by both parties. 12 of 14 Quoted to: Village of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -6 Section E - :Third Party, Product Agreement 1. Agreement to License or Sell third party products. For the price set forth in the Investment Summary (Hardware &. System Software), MUNIS agrees to license or sell and deliver to Client, and Client agrees to accept from MUNIS the third party products set forth in the Investment Summary. 2. License of Third Party Software Products a) Upon Client's payment for the third party software products listed in the Investment Summary, for the license fees set forth in the Investment Summary, MUNIS shall grant to Client and Client shall accept from MUMS a non - exclusive, nontransferable, nonassignable license to use the third party software products and accompanying documentation and related materials for internal business purposes of Client, subject to the conditions and limitations in this section b) Ownership of the third party software products, accompanying documentation and related materials, shall remain with the third party manufacturer or supplier. c) The right to transfer this license to a replacement hardware system is governed by the Third Party. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to Client. Advance written notice of any such transfer shall be provided to MUNIS. d) Client agrees that the third party software products are proprietary to the third party manufacturer or supplier and have been developed as a trade secret at the third- party's expense. Client 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 third party software products or accompanying documentation. e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the software products. f) Client may make copies of the software products for archive purposes only. Client will repeat any proprietary notice on the copy of the software products. The documentation accompanying the software products may not be copied except for internal use 3. Price. Client agrees to pay MUNIS and MUNIS agrees to accept from Client as payment in full for the third party products, the price set forth in the Investment Summary at the following manner: a) Twenty -five percent (25 %) of the price of all third party products listed in the Investment Summary upon execution of this Agreement; and b) The remaining balance of the price of each item delivered to Client upon delivery of each product. c) In the event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention: MUNIS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS within fifteen (15) calendar days of Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client to provide written clarification and details for the disputed invoice. MUNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outline the reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in Client's notification to MUNIS. Client may withhold payment.of only the amount actually in dispute until MUNIS provides the required written response, and full payment shall be remitted to MUNIS upon MUNIS' completion of all material action steps required to remedy the disputed manner. Notwithstanding the foregoing sentence, if MUNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them, Client shall remit full payment of the invoice. d) Any invoice not disputed as described above shall be deemed accepted by the Client. If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUNIS reserves the right to suspend delivery of all services under the Investment Summary, the Software License Agreement, the Professional Services Agreement, the Maintenance Agreement and this Third Party Product Agreement. 4. Costs and Taxes. a) Unless otherwise indicated in the Investment Summary, the price includes costs for shipment of and insurance while in transit for the third party products from the suppliers place of manufacture to Client's site. b) The price listed in the Investment Summary does not include any tax or other governmental impositions including, without limitation, sales, use or excise tax. All applicable sales tax, use tax or excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MUNIS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt, Client must provide MUNIS with Client's tax exempt number or form. 5. F.O.B. Point. Delivery of each third party product shall be F.O.B. Client's site. 6. Schedule of Delivery. Delivery of each third party product shall take place according to mutually agreeable schedule but MUNIS shall not be liable for failure to meet the agreed upon schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of MUNIS. 7. Installation and Acceptance. a) If itemized in the Investment Summary, the price.includes installation of the third party products. Upon the.completion of installation, Client shall obtain from the installer a certification of completion, or similar document, which certification or similar document shall constitute Client's acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects, fraud, such gross mistakes as amount to fraud and rights and remedies available to Client under the paragraph hereof entitled Warranties. 13 of 14 Quoted to: Ivillage of Deerfield Attention: Robert W. Fialkowski Contract # MN5436 -6 8. Site Requirements. Client shall provide: a) a suitable environment, location and space for the installation and operation of the'third party pro( J ucts; b) sufficient and adequate electrical circuits for the third party products; and c) installation of all required cables. 9. Warranties. a) MUNIS is authorized by the manufacturer or supplier of all third party software products listed in the Investment Summary to grant licenses or sublicenses to such products. b) Unless otherwise noted in Addendum A, MUNIS warrants that each third party product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under the Third Party Product Agreement, Client's title or license to each third party product shall be free and clear of all liens and encumbrances arising through MUNIS. c) The parties understand and agree that MUNIS is not the manufacturer of the third party products. As such, MUNIS does not warrant or guarantee the condition of the third party products or the operation characteristics of the third party products. MUNIS hereby grants and gives Client any warranty adjustments that MUNIS may receive from the manufacturer or supplier ofthe third party products. d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,. FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION. 10. Maintenance. In the event Client elects not to purchase through MUNIS maintenance services on the third party products licensed and/or sold herein, it shall be the responsibility of Client to repair and maintain the third party products after acceptance. IL Limitation of Liabilityln no event shall MUNIS be liable for special, indirect, incidental, consequential or exemplary damages, including without limitation any damages resulting from loss of use, loss of data, interruption of business activities or failure to realize savings arising out of or in connection with the use of the third party products. MUNIS' liability for damages arising out of this Third Party Product Agreement,, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the price of the third party products set forth in the Investment Summary. The prices set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Third Party Product Agreement. 12. Dispute Resolution. In the event of a dispute between the parties under this Third Party Product Agreement pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 13. Governing Law. This Third Party Product Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile. 14. Cancellation or Termination.tn the event of cancellation or termination of this Third Party Product Agreement, Client will make payment to MUNIS for all products and related services and expenses delivered or incurred prior to the termination or cancellation of this Third Party Product Agreement. 15. Entire Agreement. a) This Third Party Product Agreement represents the entire agreement of Client and MUNIS with respect to the third party products and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did hot rely on any representations or warranties other than those explicitly set forth in this Third Party Product Agreement. b) If any term or provision of this Third Party Product Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Third Party Product Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Third Party Product Agreement shall be valid and enforced to the fullest extent permitted by law. c) This Third Party Product Agreement may only be amended, modified or changed by written instrument signed by both parties. 16. Approval or Governing Body. Client represents and warrants to MUNIS that this Third Party Product Agreement has been approved by its governing body and is a binding obligation upon Client. S, Inc.. coo By: 7 hn S. Man, Jr. Presidert Date. 1 41 6 Dater tt{ a 14 of 14 Addendum to the System Agreement between MUNIS, and Village of Deerfield, Deerfield, IL, 60015 Client: Village Of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -6 Addendum A to following are clarifications and/or modifications to the Agreement. In the event of a conflict between Addendum A and the Agreement, shall prevail. Phases/Payment Terms Phase I Payroll Personnel Management MUNIS Office FORMUNIS Phase II Accounting, General Ledger, Budgeting, Accounts Payable Purchase Orders Requisitions Accounts Receivable /Cash Receipting General Billing Business Licenses Phase III Utility Billing Utility Billing Meter Reader Interface Work Orders Permits & Code Enforcement Project Accounting Fixed Assets MUNIS Crystal Reports _ a. Client will pay to MUNIS an initial deposit of $29,272 upon execution of this Agreement that equals 25% of the Application Software for all phases. Addendum A P.1 Client: IVillage Of Deerfield Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 Addendum A Page 2 b. $99,823 is due upon delivery of the software products and payable thirty (30) days thereafter, provided MUNIS i) installs the software products and ii) provides Client with a comprehensive Implementation Plan, both within such thirty (30) day period. Such sum equals: 50% of the Application Software License Fees for all phases ($58,544) 100% of the Third Party Hardware and System Software License Fees ($35,279) 100% of the first annual Third Party Hardware and System Software Maintenance Fees ($6,000) c. Client will pay to MUNIS $7,217.0 Ion the Phase I Live date, not to exceed January 1, 2004, that equals: 25% of the Phase I Application Software License Fees ($5,106.25) Phase I Application Software Maintenance Fees for the period August 1, 2003 through June 30, 2004 ($2,110.76, reflects a 40.5% reduction ing $1,436.74) d. Client will pay to MUNIS $14,800.63 on the Phase II Live date, not to exceed March 1, 2004, that equals: 25% of the Phase II Application Software License Fees ($11,815.63) Phase II Application Software Maintenance Fees for the period March 1, 2004 through June 30, 2004 ($2,985) e. Client will pay to MUNIS $1,664.17 on the Phase III Live date, not to exceed May 1, 2004, that equals Phase III Application Software ntenance Fees for the period May 1, 2004 through June 30, 2004. f. Client will pay to MUNIS 25% of the Phase III Application Software License Fees equaling $12,350 thirty (30) days from the Phase III Live with such Phase III Live date not to exceed July 1, 2004, provided MUNIS has resolved all Priority 0, 1, and 2 issues, as defined in the Support C :ss document attached hereto as Exhibit 2, reported on or before to July 31, 2004. g. Services, plus expenses, are billed as provided/incurred and are due forty-five (45) days from receipt of invoice. Prices do not include travel expenses, incurred in accordance with MUNIS' Business Travel Policy attached hereto as Exhibit 3 and estimated i [bit 4. The Consulting, Implementation, Conversion, Installation, and Custom Programming Services set forth in the Investment Summary are Addendum A P.2 Client: JVillage Of Deerfield Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 Addendum A Page 3 I. MUNIS will hold the following rates in place for fifteen (15) months from Agreement signing: a. Optional Items as set forth on page 6 herein (provided Client remits to MUNIS a 10% deposit on the Optional Item Application Software License Fee on contract signing. In the event Client subsequently elects not to license such Optional Item, Client may apply the deposit amount toward in elected Optional Item, ii) MUNIS Services Fees beyond those set forth in the Investment Summary, excluding Application Software Maintenance Fees, :)r iii) a MUNIS Software Product currently in development, such as the Executive Information System. In the event Client elects to license such Optional [tem, the balance of the Application Software License Fee and the Application Software Maintenance Fee shall be due on election of such Optional Iten b. Modification, customization and conversion prices quoted in MUNIS' RFQ Response dated March 17, 2003, attached hereto as Exhibit 5, c. Consulting Services Fee of $1,100 /day, and d. Implementation Services Fee of $950 /day. MUNIS warrants that: a. The MUNIS Software Products shall be operable and compatible with Client's hardware specifications in Exhibit 6; b. The MUNIS Software Products do not contain preprogrammed disabling or termination mechanisms; c. Unless specifically noted otherwise by MUNIS, Enhancements made by MUNIS to the MUNIS Software Products shall operate with the ent and subsequent versions of the MUNIS Software Products, provided Client has a valid Maintenance Agreement in place; and d. Provided Client has paid the Hardware Fees set forth herein, MUNIS shall defend and indemnify Client, at MUNIS' expense, subject to the tation of liability established herein, from and against any action or claim brought against Client by any third party based on the third party's claim ownership interest in the hardware specified in Exhibit 6. remedies for breach of these warranties are as defined in Item 5 Limited Warranty of Section B Software License Agreement. In the event MUNIS modifies a MUNIS Software Product so it will become non- infringing per Item 6(a) Limitation of Liability of Section B care License Agreement, the modified product will substantially conform to the original product in functionality and ease of use. MUMS will de any necessary training and conversion on the modified product. Item 7 Dispute Resolution of Section B Software License Agreement, Item 5 Dispute Resolution of Section C Professional Services Agreement id Item 12 Dispute Resolution of Section E Third Party Product Agreement are deleted in their entirety and replaced with the following: "In the event dispute between the parties under this Agreement, the matter shall be settled by negotiation between the Village Manager and MUNIS' Chief Financia fficer. In the event these parties cannot reach an accord regarding this dispute, the matter shall be settled by non - binding arbitration in accordance wit ie then - prevailing rules of the American Arbitration Association prior to a party resorting to the court system. Unless adjudged otherwise, any costs of -titration shall be divided equally and paid by Client and MUNIS." Provided Client has a valid Maintenance Agreement in place, MUNIS will provide all State of Illinois mandated reports, including the IMRF 1 Treasurer's Report, and the Employer's Contribution and Wage Report, as detailed in Exhibit 7. Addendum A P.3 Client: JVillage Of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -6 Addendum A "Page 4 In the second to last sentence of Item 6a Limitation of Liability of Section B Software License Agreement, the clause "if the infringement woul been avoided by Client's use of the most current revision of the software products" is replaced with "if the infringement would have been avoided is use of a MINIS- supported revision of the software products, subject to Item 5e Terms and Conditions of Section D Maintenance Agreement." 10. Each party acknowledges that all material and information supplied by the other party which the disclosing party treats as confidential and the receiving party could reasonably be expected to recognize as being confidential which has or will come into the possession or knowledge of the receivir party in connection with the Agreement is to be considered the disclosing party's confidential and proprietary information, disclosure of which information to or use by third parties will be damaging or which disclosure may be prohibited by law. The receiving party agrees to hold such material and information in strictest confidence, not to make use of it other than in connection with the Agreement, to release it only to receiving party's employees requiring suc information, and not to release or disclose it to any other party or otherwise violate applicable law with respect to any disclosure of information. 11. MINIS shall defend, indemnify, keep and hold harmless Client, its officers, representatives, elected and appointed officials, agents and employees from and against Losses arising out of: a. Injury, death, or damage of or to any person or property associated with the Agreement; or b. Injuries or death to any employee of MINIS under any workers' compensation statute. "Losses" means, individually and collectively, liabilities of every kind, including losses, damages and reasonable costs, payments and expenses, (such a but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, judgments or settlements any or all of which in any way arise out of or relate to the injuries, death and/ or property damage caused by negligence or willful misconduct of MUNI its employees, contractors, subcontractors, and/ or agents. Losses shall be limited to direct liabilities and are subject to the limitation of liability set in tl 12. Waiver of breach of any term or condition of the Agreement shall not be deemed a waiver of any prior or subsequent breach of the same provision or of any other provision. No inspection, payment or order for payment of money, acceptance of the whole or any part of any work performed under the Agreement, or extension of time shall operate as a waiver of any provision of the Agreement, or any power herein reserved to either party, or any right t damages or other relief permitted by law. No term or condition of the Agreement shall be held to be waived, modified or deleted except by an instrumer in writing, signed by the parties hereto. 13. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and such invalid or unenforceable provision will be limited and curtailed only to the extent necessary for it to be valid and enforceable. 14. During the term of the Agreement, MINIS may not solicit any of the employees of the Client or persons who have been employed by the within the immediate twelve (12) months, without the prior written consent of the Client. Addendum A PA Client: JVillage Of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -6 Adde`nduin A page 5 15. Neither party shall assign any of the rights or responsibilities in this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld. In the event of such assignment, the assigning party agrees to reimburse the other party for reasonable legal fees directly associated with the review of the assignment documentation. This Section 15 shall not apply in the event that all or substantially all of MUNIS' assets are sold or otherwise transferred to another entity. In the event that MUNIS' assets are so sold or otherwise transferred, Client shall be entitled to all available information regarding the assignee within thirty (30) business days of assignment. Client may terminate this Agreement in the event the assignment adversely affects the project. 16. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed served: a. When delivered by Federal Express or similar overnight courier service to that party's address set forth below during the hours of 9: 00 AM and 5: 00 PM local time Monday through Friday, excluding federal holidays; or b. When mailed to another person designated by that party in writing herein to receive such notice, via certified mail return receipt requested postage prepaid. Notice shall be given to the following: If to MUNIS: If to Client: MUNIS, Inc. Village of Deerfield, IL Michael J. Lyons, Chief Financial Officer Village Manager 370 U. S. Route 1 850 Waukegan Road Falmouth, ME 04105 Deerfield, IL 60015 17. Any action relating to this Agreement shall be instituted and prosecuted in the courts of Lake County, Illinois. Notwithstanding anything to the contrary herein, provided an action brought by MUNIS against Client for Client's nonpayment of undisputed sums due hereunder is filed in the courts o Lake County, Illinois, such courts shall decide the appropriate venue for such action. 18. In the event of default hereunder, the non - defaulting party shall be entitled to all rights and remedies available at law and/ or equity. The prevailing party in any such lawsuit shall be entitled to recover all cost of bringing such suit and defending any appeal thereof, including reasonable attorneys' fees, subject to the limitation of liability set herein. 19. Provided Client has a valid Maintenance Agreement in place, Client shall have the right, at no charge and no Application Software Maintenanc Fee impact, to transfer the licenses in the MUNIS Software Products to any new hardware /new database platform environment operated by Client and supported by MUNIS. Addendum A P.5 Client: IVillage Of Deerfield Attention: JRobert W. Fialkowski Contract # 1 MN5436 -6 Addendum A Page 6 If Client has concerns or objections regarding any MUNIS personnel performing Services, Client shall bring the matter to the attention of the NIS Project Manager for appropriate resolution. In the event Client's concerns or objections pertain to the MUNIS Project Manager, Client shall bring matter to the attention of MUNIS' Director of Implementation Services for appropriate resolution. MUNIS agrees to remove from the project any such NIS personnel, by using the Dispute Resolution Process set forth herein. If MUNIS personnel must be replaced for any reason, MUNIS will supply lified replacement as soon as possible. 21. In the event Client directs MUNIS to perform the Verification Test set forth in Exhibit 1, Client will be billed the Implementation Services rate se forth in the Investment Summary. The Implementation Services estimate in the Investment Summary includes approximately two (2) days for MUNIS tnerform the Verification Test. Client may request enhancements or changes to the project scope by submitting to MUNIS' Project Manager the Enhancement Request/Change Form attached hereto as Exhibit 8. If Client should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the MUNIS Software ducts, Third Party/System Software and/or Hardware, or other means of performing the same functions of such products, Client may unilaterally ninate this Agreement upon thirty (30) days written notice to MUNIS. Upon termination, Client shall remit payment for all products and services vered to Client prior to the date notice is served on MUNIS, in accordance with Addendum A Item 16 (Notice). Notwithstanding anything to the trary herein, Client shall remit payment to MUNIS for i) services authorized by Client after the date MUNIS receives notice of termination and prior to date of termination, and ii) third party products ordered for Client prior to the date MUNIS receives notice but delivered after MUNIS receives notic vided MUNIS cannot obtain a refund for such third party products. The first, second, and third sentences of Item 5 Limited Warranty of Section B Software License Agreement are hereby replaced with the Ilowing: " MUNIS warrants that the then - current version of the MUNIS Software Products will materially conform to the Documentation. If the MUNIS &tware Products do not perform as warranted, MUNIS' obligation will be to Cure the Defect, in accordance with the Support Call Process document :ached hereto as Exhibit 2. Should MUNIS be unable to Cure the Defect or provide a replacement product that substantially conforms to the original UNIS Software Product in functionality and ease of use, as determined by the Dispute Resolution Process set forth herein, Client shall be entitled to i; II refund of the Application Software License Fee, and ii) a prorated refund of the Application Software Maintenance Fee paid that year for the defective UNIS Software Product. MUNIS will provide any necessary training on the replacement product referenced herein. MUNIS will make best efforts to keep the MUNIS Project Manager on the project through project completion. Addendum A P.6 Client: Village Of Deerfield Attention: Robert W. Fialkowski Contract #1 MN5436 -6 Addendum A Page 7 The mutually developed Implementation Plan will include the following items: a. A schedule for project status meetings at times mutually agreed by Client and MUNIS, b. Project milestones, and c. Acceptance criteria. Provided Client i) has a valid Maintenance Agreement in place, ii) has paid the fees set forth herein, iii) has not modified the MUNIS Software without prior written permission from MUNIS, and iv) is using a currently- supported version of the MUNIS Software Products, MUNIS is to provide the maintenance and support services detailed in Section D Maintenance Agreement. In the event the Agreement is terminated as provided herein, each party will return to the other party all papers, materials and properties of the party held for purposes of executing this Agreement, except for one copy of the MUNIS Software Products and Documentation for archival ses only. Each party will assist the other party in the orderly termination of this Agreement and the transfer of all aspects hereof, tangible or ;ible, as may be necessary for the orderly undisrupted business continuation of each party. The following terms and conditions of Addendum A survive termination of the Agreement: Item 6 (dispute resolution), Item 9 (confidentiality 10 (indemnification), and Item 28 (return of materials). The MUNIS Software Products licensed by Client herein belong to the following Groups, as that term is used on page 2 of the Agreement: a. Financials: accounting /General Ledger/Budgeting/Accounts Payable, Project Accounting, Purchase Orders, Requisitions, Fixed Assets, is Receivable /Cash Receipting, General Billing, Work Orders, Business Licenses; b. Human Resources: Payroll, Personnel Management; c. Utility: Utility Billing, Utility Billing Meter Reader Interface; d. Tax: Permits & Code Enforcement; d. Other Functions: MUNIS Office, MUNIS Crystal Reports. 1. MUNIS, at its sole expense and prior to performing any Services, shall procure, maintain and keep in force during the entire term of the ,greement the required insurance evidenced in the Certificate of Liability Insurance attached hereto as Exhibit 9 and Certificate of Workers' :ompensation Insurance attached hereto as Exhibit 10. The Village of Deerfield, Illinois, its elected officials, officers, agents, and employees must be amed as additional insured parties on the Certificate of Liability Insurance. orkmen's Compensation Insurance must include a waiver of subrogation. Addendum A P.7 Client: IVillage Of Deerfield Attention: lRobert W. Fialkowski Contract #1 MN5436 -6 Addendum A Page 8 insurance or self - insurance maintained by the Client, its officers, employees or volunteers shall not contribute to MUMS' insurance. ;urance is to be placed with insurers authorized to do business in the State of Illinois with Best's rating of no less than A covering all operations under s Agreement. MUMS shall furnish Client with original endorsements affecting coverage required by this clause. The endorsements for each insuranl licy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Endorsements are to be received and approved by Client prior the provision of any Services. Client reserves the right to require complete certified copies of all required insurance policies at any time. ient shall have no responsibilities whatsoever to MUMS with respect to any insurance coverage, its procurement or the absence thereof. MUNIS pressly understands and agrees that any insurance protection furnished by MUMS hereunder shall in no way limit its responsibility to indemnify and ve harmless Client in accordance with this Agreement. insurer shall agree to waive all the rights of subrogation (workers' compensation - general liability) against Client, its officials, employees and for losses arising from this Agreement. 2. A party will be considered in default in the event such party fails to cure a material breach of the Agreement within thirty (30) days of notice eing served, in accordance with Addendum A Item 16. MUMS will increase the annual Application Software Maintenance Fees by the lesser of i) the actual increase imposed by MUMS on other 4IS clients, or ii) 5% per year, for the first three (3) renewals of the Maintenance Agreement. In an effort to move Client to then - current Applica vare Maintenance Fees, MUMS may increase Client's Application Software Maintenance Fees by up to 50% over those paid by Client the previ( for the fourth renewal, and up to 20% over those paid by Client the previous year for each renewal thereafter. The updates to the MUMS Software Products are cumulative. 5. If a) a phase Live date, as set forth in Section 1 of this Addendum A, b) MUMS' performance of the installation, and/or iii) MUNIS' delivery of c)mprehensive Implementation Plan (each an "Event ") is postponed due to action or inaction of MUNIS, including i) replacement of MUNIS personnel in ccordance with Section 20 of this Addendum A and/or ii) MUMS' failure to comply with Section 40 of this Addendum A, the associated payment will e postponed the corresponding number of days. If an Event is postponed due to action or inaction of Client, including Enhancements to the MUMS oftware Products requested by Client, the associated payment will be due on the date indicated herein. 6. Full -time MUMS employees will perform the Services. MUNIS will not subcontract any Services without Client's prior written permission, be unreasonably withheld. Addendum A P.8 Client: Village Of Deerfield Attention: Robert W. Fialkowski Contract # MN5436 -6 Addendum'A Page 9, 37. In the event Client receives the source code to the MUNIS Software Products ( "Source Code ") pursuant to the Master Preferred Agreement between MUNIS, Inc. and DSI Technology Escrow Services attached hereto as Exhibit 12, Client will receive from MUNIS a perpetual license to use t1 e Source Code for the sole purpose of continuing the benefits afforded to Client by this Agreement. 38. Client may apply Consulting and/or Implementation Services to any MUNIS Software Product, irrespective of the breakdown set forth in the Investment Summary. 39. The Consulting and Implementation Services set forth in the Investment Summary may, at MUNIS' election, expire eighteen (18) months from execution of this Agreement. 40. MUNIS will supply personnel to provide Services to Client who are educated on a) the version of the MUNIS Software Products initially installed at Client's site, and b) new versions of the MUNIS Software Products subsequently released to Client. Client will not be charged for time taken out of Services as a result of MUNIS' failure to comply with this provision. 41. MUNIS will provide OSDBA Services to Client at no charge during the twelve (12) month period commencing on installation of the MUNIS Software Products. Client has the option of procuring cash station equipment outside the scope of this Agreement, based on the specifications provided by MUNIS. Implementation and Consulting Services will be billed in half and full -day increments. Addendum A P.9 Client: Village Of Deerfield Attention Robert W. Fialkowski Contract # I MN5436 -6 Addendum A Page 10 14. The following Addendum and Exhibits are attached and/or incorporated into this Agreement by reference: Addendum A Exhibit 1 - Verification Test Exhibit 2 - Support Call Process Exhibit 3 - MUNIS' Business Travel Policy Exhibit 4 - Estimated Travel Expenses Exhibit 5 - MUNIS' RFQ Response dated March 17, 2003 Exhibit 6 - Client's Hardware Specifications Exhibit 7 - Illinois- Mandated Reports Exhibit 8 - Enhancement Request/Change Order Form Exhibit 9 - Certificate of Liability Insurance Exhibit 10 - Certificate of Workers' Compensation Insurance Exhibit 11 - Definitions Exhibit 12 - Master Preferred Agreement between MUMS, Inc. and DSI Technology Escrow Services Exhibit 13 - MUNIS' Questionnaire Response dated April 25, 2003 Exhibit 14 - Email from Alban Michaud of MUNIS to Leonard McCaw of Group 1 Resources, Inc. dated April 25, 2003 entitled "MUNIS' Clarify Response" Addendum A P.10 Exhibit 1 Verification Test The verification tests detailed below will be conducted following installation and prior to implementation. Only the tests corresponding to the software products licensed by Client will be conducted. The tests are performed using the MUNIS Verification Database. This database contains general information applicable to all customers. Given this, the verification tests will not validate site specific functionally. Rather, the tests will prove the MUNIS system is installed and performs base line functions. Client- specific functionality will be reviewed during the implementation phase when site - specific data will be built and applied against desired functionality. Each phase contains three sections: table views, reports, and process. The phases are intended to be completed in 4 hours. Finally, each phase has a space where Client will be asked to initial, certifying the verification has been accepted. FINANCIALS: Phase 1 1. View General Ledger Master Table 2. View Budget Master Table 3. View Vendor Master Table 4. View General ledger Account Inquiry — perform drill down 5. Find PO's /Regs in PO Inquiry 6. View Inventory Master 7. View Fixed Assets Master 8. View Work Order Master Phase 2 9. Reports: a. GL Trial Balance b. YTD Budget Report c. Vendor Invoice List d. Open PO Report e. Inventory List by Location f. Fixed Asset List by Location Phase 3 10 Enter a requisition 11 Approve the requisition 12 Convert to a PO 13 Post the PO 14 Enter an invoice against the requisition 15 Post the invoice 16 Print a Warrant Report 17 Print Checks (on blank paper without forms) 18 Find journals in Journal Inquiry using date find PAYROLL /HR: Phase I 1. View Deduction master 2. View Pay Type Master 3. View Employee Master 4. View Employee Detail History — Perform Drill Down 5. View Position Table 6. View Terminated Employee Table Phase 2 7. Reports a. Employee Detail b. Employee Accrual c. Detail Check History Report d. Payroll Register Phase 3 8 Add new Employee 9 Build Job Pay Records 10 Start a new PR 11 Generate employee records 12 Enter exceptions 13 Print Final Proof 14 Update Employee files 15 Print checks (on blank paper without forms) UTILITY BILLING: Phase 1 1. View Charge Code file with Rate Tables 2. View Account Master - Perform Drill Down 3. View Customer File 4. View Bill Inquiry 5. View Account Inquiry Phase 2 6. Reports: a. Consumption Inquiry/Report b. UB Aging Report c. Charge /Payment History d. Detail Receivables Register Phase 3 7. Add new account 8. Create water service record 9. Start a new bill run a. View Charges File Maintenance 10. Enter meter reading manually 11. Run Charges Proof Register 12. Generate AR 13. Print Bills (on blank paper without forms) 2 14. Make a payment to a bill OTHER REVENUE (TAX /EXCISE /GENERAL BILLING): Phase 1 1. View Customer File 2. View Parcel File 3. View Charge Code File 4. View Tax Year Parameter 5. View Motor Vehicle Master File 6. View Bill Inquiry 7. View Lien File 8. View Receipt Inquiry 9. View Activity Totals Inquiry/Report Phase 2 10. Reports a. Summary Receivables b. Detail Receivables c. Posted Payments Report Phase 3 11. Create a new General Billing Customer 12. Add a GB Invoice 13. Make a payment against the GB 14. Make a payment against a Tax/Excise/Personal Property /Ect. Bill 15. Print Payments Proof 16. Post Payments 17. Use Receipt Inquiry to find the payment PERMITS & CODE ENFORCEMENT: Phase 1 1. View Permit Type Fin 2. View Project Type Pin a. Find a Project type with the 4 "bottom buttons" checked which indicates there is data. If none, build some defaults at the bottom. b. Drill down using the bottom buttons. 3. View Inspection Type f/m a. Drill down into Inspectors and Checklist at bottom 4. View Violation Code f/m a. Drill down into Enforcement Steps 5. View Property Master a. Perform drill down using the Side Menu options. Phase 2 6. Reports a. Applications Status Report 3 b. Inspections History Report c. Violations Report d. Contractors Report e. Dept/Board Review Report Phase 3 Add a new Property. a. Set up default Restrictions, Hazards, and Violations at the bottom. Add a new Application. a. Use a Project/Act that has the four defaults set in Project Type f/m (One each is fine.) b. Make sure the App automatically set up the default Permits, Prerequisites, Inspections, and Dept/Board Reviews by choosing the options to view. c. Choose the Collect side menu option. Make sure you can accept payments for the Fees and the system links to the A/R module properly. PARKING TICKETS: Phase 1 1. View Parking Ticket (PT) Parameter File 2. View PT Charge Codes 3. View Owner Maintenance Phase 2 1. PT Entry 2. PT Inquiry 3. Review Export/Import of data 4. Review Late Processing Phase 3 1. Issue by location report 2. Violations by issue date report 3. Issuer productivity report BUSINESS LICENSES: Phase 1 1. View Customer File 2. View Description Codes 3. View BL Charge Codes 4. View BL Master File 5. View BL Late Payment process 6. View Bill Inquiry 7. View Business Analysis Report 8. View Business Location Report ANIMAL LICENSES: Phase 1 1. View Animal Type File 2. View Customer File 3. View AL Master File 4. View License Detail Report 5. View License History Report 6. View Tag Report PROJECT ACCOUNTING: (Performed with General Ledger) Phase 1 1. View Project Master Table 2. View GL Master with Project Code 3. View Project Budget Report MUNIS OFFICE: Phase 1 1. Export from GL Account Inquiry into Excel 2. Export from GL Account Inquiry in Word MUNIS CRYSTAL REPORTS: Phase 1 _ 1. Select any MUNIS Crystal Report from the library and display results CONTRACT MANAGEMENT: Phase 1 1. View Contract Master File 2. Enter a Requisition against a contract 3. View Contract Master to highlight changes Exhibit 2 Support Call Process Goal: To provide an efficient process that will assure timely call closure and response to clients and on -site trainers, resulting in high -level customer satisfaction. Process: The MUNISO Technical Support department is divided into four product specific teams with a separate team for OS /DBA contract clients. When you call into MUNIS (800- 257 -7254) and dial "Y' for Support, you hear a message asking you to press "1" for the Financials Team, "2" for the Payroll Team, "Y' for the Tax Team and "4" for the Utility Billing Team. If you have contracted for OS /DBA Support, press "5 ". Creating "product specific" teams allows a Technician to focus on a group of modules rather than learning all MUNISO products. A team of Support Technicians assigned to specific MUNISO products will handle your calls. Each product support team provides technical phone support coverage from 8:00 AM — 6:00 PM (Eastern Standard Time) Monday — Friday. OS /DBA Support is available from 8:00 AM — 6:00 PM (EST) Monday — Friday. 2. When you call MUNIS Support your call will be answered incoming by a support technician, or you will be transferred into the support voice mail. We capture at least 70% of our daily calls incoming, which means you will often be able to start working with a support technician immediately when you call. TIP* *When you are leaving messages on the support voice mail, make sure the following information is in the message: -Your name and the site you are calling for /from -A phone number where you can be reached, or the site phone number -The name of the contact person who will be working with support to resolve the problem -Leave as much detail as you can about the issue (i.e.: program, error message) -If this is an urgent issue (i.e., you cannot proceed with your payroll, year -end process or W2's until you talk to someone) articulate this in the message -Try to be available to receive a call back. Most times a Support Technician will call back within the hour. Support's goal is to get back to everyone as soon as possible. If you are not available when we call back we will leave a message with the open call number on your voice mail or with a person in your office. Then when you call back you can reference this call number so you do not have to re- explain the issue. If you know you are going to be out of the office and think you might miss our call back, leave details about when you will be available on the support mailbox. This way we will call you back when we know you are available. Each call logged is given a priority (0,1,2,3) according to the attached list. The goal of this structure is to clearly understand the importance of the issue and assign the priority for closure. MUNIS® Support keeps track of how responsive Support is to priority 0 and 1 calls each week. This measurement allows us to better evaluate overall customer satisfaction. 4. Each day, the Senior Technicians, Team Leaders and Senior Analysts (senior technical support employees) review open priority 0 calls in their focus area. Priority 0 calls are either being worked on by a Support Technician or a senior support employee. If Support requires assistance from Development, the Team Leader or Senior Technician will contact them immediately. The Development department is responsible for all MUNIS® program fixes and enhancement requests. Priority 0 issues are worked on by Support and Development until they are resolved. If it is determined that the issue is a bug, an FER will be created with the appropriate priority. An FER is written up when a program fix or enhancement request goes to Development. Development uses FERs to track the status of every program fix and enhancement request. Senior support employees examine priority 1 calls every 2 days. If the senior support employee cannot effect movement on the call, the call will be brought to a Team Leader, Support Analysts or Technical Support Manager within a week. Priority 1 calls must be resolved or turned over to Development via an FER within two weeks from the day the call came in. If it is determined that the issue is a bug, an FER will be created with the appropriate priority. Priority I FERs are fixed within 30 days of the date the call came into Technical Support. Senior support employees examine priority 2 calls weekly. If these calls are open after 2 weeks, they will be transferred to the Senior Support Technician or Team Leader. They must be resolved or turned over to Development via an FER within 30 days from the start of the call. If it is determined that the issue is a bug, an FER will be created with the appropriate priority. Priority 2 FERs are fixed within 60 days of the date the issue was brought to Development for assistance. Priority 3 calls will not stay open more than 45 days without activity and will be resolved or turned over to Development via an FER within 60 days from the date of the call. If it is determined that the issue is a bug, an FER will be created with the appropriate priority. Priority 3 FERs are worked on when time permits and have no time constraint or deadline. 8. The priority of a given call may be modified, as we become more informed about the circumstances surrounding an issue. For example, a lower priority call may become a priority "0" if research discovers a more critical issue or previously unknown deadline or penalty. 9. Some of your issues will not be resolved during the first call with a support technician. If the call remains open, the technician will give you an open call number to reference. If you are trying to follow up on a call you have open with a support technician, call the regular support line at least once, and leave a message with the technician who answers. You can also leave a message in the support mailbox that you are looking for an update. Make sure you have the open call number to reference so that anyone in support can follow up on the issue for you. If you are working with a specific Support Technician, the quickest way to get a message to them is through the appropriate Support team. Each team's voice mail is checked at least every 1/2. hour and messages directed to specific people in Support are delivered to these individuals. Please, do not leave messages on any Support Technicians' personal voice mail. Technicians do not always check their personal mailbox as frequently as the support mailbox (i.e.: out sick or in training). If you do not hear back from the support technician within a reasonable amount of time, call the appropriate Team Leader and tell them the open call number for which you need an update. The Team Leader will call you back or have someone call you to work on the issue or give you an update. Team Leaders and their phone extensions are as follows: John Carolan (X4196) Financials Team Sonja Johnson (X4157) Payroll Team Shawn Gaudreau (X4424) Tax Team Laurie Littlejohn (X4392) Utility Billing Team Lisa Couture (X4385) OS /DBA Team If you have not heard from the team leader, you should call Catherine Joy McCarron, Manager of Technical Support at extension 4124. CJ McCarron will find out when the technician can call you or will have a senior technician call you as soon as possible. Appendix A to Exhibit 2 — Support Call Process Definitions and Response Time Summaries Definition of Priorities (examples): 0 Critical Issue — MUNIS is down Undiagnosed but feared critical Situation may require a restore — MUNIS use suspended until a diagnosis is given Federal deadline / penalty or fine to be levied State /local deadline / penalty or fine to be levied Implementers on site and training cannot continue Site is going live today Client is in the middle of Year End Processing and cannot continue Payroll Checks cannot be printed/completed/Direct Deposit file due to bank Tax/Utility Bills are due and the client cannot continue System down due to hard drive /Server Failure — OS /DBA System down due to expired/deactivated GUI License Severe issue, but there is a work around Federal /State /Local Deadline approaching within 30 days Another critical process hinges on the success of the completion of this issue Issue that may cause us to contact an external vendor so time to solve is not within our control Issue that may need to be evaluated for a major release so it is hot because of the release deadline Conversion/Migration data issue where client is under a deadline to prove data Request for new media — timing critical (W2 bug fix, for example) Client calling back with validation information on a FER sent to the site for confirmation. 2 Important issue — not severe Suspect a bug of a non - critical nature — may eventually generate a FER Routine system issues to be scheduled through OS /DBA or other technical employees Requests for new media — non - critical Requests for educational seminar information Issue with no immediate deadline (i.e.: > 30 days) Data correction to fix a few bills /records Routine product issues New printer set up /configuration with OS /DBA Problems loading GUI client software, IQ Objects, Crystal or Informix SDK Lowest priority issues Not a severe issue — may just be a question of how something works Not expected to result in a bug FER for Development Password for web site — phone numbers — enhancement request — request for documentation Request for training Routine system issues scheduled with OS /DBA Response Time Summaries: Open Call Priority Maximum # of Days a support call is open Average # of Days a Support call is open Maximum # of Days a Development FER is open 0 Immediate 1 Day Immediate 1 10 Days 3 '/2 Days 30 Days from Support call 2 30 Days 4 Days 60 Da s from FER date 3 60 Days 4 Days N/A EXHIBIT 3 MUNIS BUSINESS TRAVEL POLICY 1. Introduction This statement of company policy on travel and related business expenses is intended to establish equitable standards and achieve consistent and fair treatment of all employees who incur such expenses. Travel should be consistent with the needs of the business and used to accomplish business objectives in a cost efficient and safe manner. The Company recognizes that all reasonable and necessary expenditures by an employee on behalf of the Company are reimbursable to the employee. Employees are expected to: a. Exercise good judgment with respect to expenses, spending the Company's money as judiciously as they would their own and b. Report all expenses promptly and accurately with the required documentation. Company Travel Agent All travel arrangements (Air, Lodging and Car Rental) must be made through Dube Carlson Wagonlit Travel, the Company Travel Agent. Dube Carlson will provide employees with the convenience of one phone call reservations and help the Company monitor and manage travel expenses. The number to call is (888) 394- 9834. 3. Expense Reports Employees must submit an expense report to their manager or designee for approval by the Tuesday following the week in which the travel occurs. Expense reports must be accompanied by original receipts and, if applicable, signed Customer Services Reports. For hotels and car rentals, employees must submit all establishment statements in addition to the credit card receipt. The airline ticket receipt should be attached to the expense report even though it is charged directly to the company account. Approved expense reports must be received by accounting by close of business Tuesday for payment the following Friday. 4. Air Travel A. Reservations and Tickets All air travel must be booked through Dube Carlson Wagonlit Travel and charged to the Company account. Dube Carlson will identify all reasonable travel alternatives and discounts available including choice of airport, airline, dates and times. The employee will select the most cost - effective flight available. Employees are encouraged to make reservations far enough in advance to take full advantage of discount opportunities. Employees making multiple trips to the same destination should schedule them in advance and purchase back to back tickets whenever possible. The term, "back to back tickets ", refers to the process of buying two pair of round trip tickets between two cities. One pair is purchased emanating from one city; the other emanates from the second city. Both trips include a Saturday stay over which greatly reduces the price of the ticket (often more than 50 %). The employee uses the first ticket from each pair for the first trip and the second ticket from each pair for the second trip. Unused tickets must be returned to the Company Travel Agent immediately to ensure proper credit. B. Restrictions No more than 3 members of management or 6 employees may travel together on the same aircraft. Employees may not pilot a private plane while on company business. 5. Automobile A. Private Business use of an employee's private automobile will be reimbursed at a rate of $36 per mile plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Addendum I provides a list of the mileage between Company offices and frequently visited customer sites. Employees based in these offices must use the listed miles when submitting an expense report. Employees who have been designated a home office should calculate miles from their home. Mileage, parking and tolls to an employee's office are not reimbursable travel expenses. If you use your personal automobile for business, you must, at your own expense, carry insurance with limits appropriate to the states in which you drive. The Company does not assume liability for damages incurred in the event of an accident. B. Rental Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the specific situation require their use. Public transportation (buses, airport limousine services or taxis) should be considered when traveling in and around cities or to and from airports. The Company has selected Avis and Hertz as its primary rental car firms. Reservations must be made through the Company Travel Agent to ensure that we take full advantage of the contract. When renting a car for Company business, employees should decline the "collision damage waiver" and "personal accident insurance" on the rental agreement as the Company carries leased vehicle coverage for any employee leasing a vehicle for business purposes. Travelers should also decline the "fuel purchase option" and return the car with a full tank of gas. If the rental is split between personal and business use, the employee is responsible for any accident occurring during the personal portion of the rental. 6. Lodging All hotel reservations must be made by the Company Travel Agent except when a block of rooms has been reserved as a part of a meeting or convention being attended. Dube Carlson will select hotel chains that are well established, reasonable in price and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Fairfield Inn, Hampton Inn and Holiday Inn Express. If none are available, Dube Carlson will identify comparable hotels in the area and negotiate a competitive rate. If the customer has a discount rate with a local hotel, notify Dube Carlson as soon as possible to ensure that all employees can take advantage of the rate. When the Company anticipates a substantial number of overnight stays at a location, Dube Carlson will negotiate a special rate for employees traveling to that site. Employees should inform Dube Carlson of membership in travel clubs such as AAA. in some cases, the club rate may be lower than the company rate. Employees who do not utilize the Company Travel Agent or choose hotels that are not comparable to the selected chains may have their reimbursement prorated. When reporting hotel costs, include just the price of the room and applicable taxes. Other items on the hotel bill, such as telephone and fax expenses, should be segregated and accounted for in the appropriate places on the travel expense report. Reasonable calls to the employee's home are allowable. Refer to Section 8 of this policy for details on telephones. 7. Meals Employee meals while on travel status are reimbursable in the form of a flat per diem rate. The reimbursement rates for individual meals are as follows: Breakfast $ 5.00 Lunch 8.00 Dinner 22.00 Total $35.00 Receipts are not necessary to claim a per diem meal. An employee on travel status will not be reimbursed for a meal that was purchased by another employee or a customer. A. Overnight Travel Employees on overnight travel status are eligible to claim all three meals on their expense report except as follows: Departure Day depart before 12:00 noon lunch and dinner depart after 12:00 noon dinner Return Day Return before 12:00 noon breakfast Return between 12:00 noon & 8:00 p.m. breakfast and lunch Return after 8:00* p.m. breakfast, lunch and dinner *8:00 is defined as direct travel time and does not include time taken to stop for dinner B. Same Day Travel Employees traveling at least 2 hours to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 8:00* p.m. *8:00 is defined as direct travel time and does not include time taken to stop for dinner C. Entertainment All entertainment expense must have a business purpose and there are strict legal requirements regarding this activity. A business discussion must occur either before, after or during the event in order to qualify for reimbursement. In order to comply with the IRS substantiation requirement, all entertainment expenses must be supported by the following details: 1. the date of the event 2. the item (e.g., dinner lunch, drinks, etc.) 3. the name of the service establishment 4. the business topic (e.g., payroll, UB), "business discussion" and similar phrases are not sufficient descriptions 5. the name, title and company of each person in attendance to establish the business relationship 6. the total amount of the expense An employee who submits an entertainment expense for a meal or participates in a meal submitted by another employee, as entertainment can not claim a per diem for that same meal. 8. Telephones A. Telephone Credit Cards The Company will provide employees who travel on a regular basis with an AT &T Telephone Card. Employees should use the card when making business calls from their hotel room, home or pay phones to take advantage of the lower rates. Reasonable calls to an employee's home while traveling on Company business are allowable. B. the Company 800 Number The Company 800 number, is for use by employees only and should not be shared with non - employees, including customers. The 800 number should only be used for long distance calls to the office. Local calls are charged to the Company at the same rate as long distance calls. C. Cellular Phones The Company has determined that the following positions require the use of a cellular phone: • Senior Management • Sales • Project Managers Employees in such positions will be reimbursed up to $100 for the one time purchase of a cellular phone. The employee will own the phone and be responsible for its maintenance. In addition, they will be reimbursed up to $100 per month for a monthly plan that offers a specified number of free minutes each month. Employees are responsible for finding the plan that best suits their business usage. Business calls above the monthly limit will only be reimbursed if the total cost of the service charge and the calls is $100 or less. The employee will be responsible for the additional cost. The Company may also designate employees in other positions to be eligible for this plan if the circumstances justify the expense. Employees in other positions, who travel frequently and choose to have a wireless phone, are responsible for the purchase, installation and monthly service costs of their phone. The Company will reimburse employees for necessary business calls on a cellular phone up to $50 per month. In the event that monthly calls exceed $50, additional justification and approval is required. Unjustified usage will not be reimbursed. 9. Unallowable Expenses Except as covered elsewhere in this policy, the following is a list of items considered to be of a personal nature and, therefore, not reimbursable by the Company: a. shoe shines, haircuts, and similar personal grooming services b. movies, shows and sporting events c. travel and personal property insurance d. excess cost of making a personal side trip e. fines for traffic violations f. laundry and valet charges on trips less than five days g. loss or theft of personal property, money or tickets h. travel expenses to and from your principal place of work i. purchase of clothing or items for personal use j. cost of personal credit cards 10. Responsibilities Management is responsible for the administration of this policy as it relates to their employees. The Chief Financial Officer must approve all interpretations and exceptions to this policy. The Company reserves the right to amend this policy at any time, without advance notice. Effective Date: March 1, 2000 Exhibit 4 Travel Expenses Estimate Based on: 55 Training Days (includes System Admin. Training) 10 Consulting Days 1 Installation Trip Estimate: 22 Training Trips (2.5 day weeks) 5 Consulting Trips 1 Installation Trip Detailed Travel Expenses Airfare: $400.00 - $700.00 Lodge: $110 /night Car Rental: $65 /day Meals: $35 /day Gas: $20 /trip Misc: $20 /trip (tolls, parking, etc.) 2.5 Day Week Airfare: $500 Lodge: $330 - (3) nights @ $110 Car Rental: $195 — (3) days @ $65 Meals: $140 - (4) days @ $35 (inc. travel time) Gas: $20 /trip Misc. $20/trip $1,205 Estimate 28 trips @ $1,205 /trip for an estimated total of $33,740 (based on Services listed above). Exhibit 5 MUNIS' RFQ Response Dated March 17, 2003 Exhibit 6 Client's Hardware Specifications Compaq DL380G3 2 - 2.8Ghz Intel Xeon w /512K Level II cache 4 Gig Ram Windows 2003 Server 6 - 33.6GB IOK RPM U320 -Ultra 3 SCSI HDs SmartArray 5304 Raid Controller w/256K Cache (Raid levels 0,1,0 +1,5,) 10 /100 /1000 Ethernet Card (Integrated) Integrated Video Belkin KVM Switch for shared monitor/keyboard /mouse Internal CD -Rom Internal Floppy Drive External Sony AIT -2 (SDX- D500C /TB) 50GB Native Storage Tape Drive 1 - External Communications Port 3Com 10 /100 /1000 Switch APC UPS modem EXHIBIT 7 STATE OF ILLINOIS REPORTING REQUIREMENTS The System will support the following State of Illinois Payroll Reporting Requirements: 1. IMRF (Illinois Municipal Retirement Fund) reporting requires that a person on temporary total disability have the amount of external payment added to his /her individual reportable gross income. Client's current system allows update to the amount. This update is not stored in our system but is only used in reporting. This file is electronic. 2. W2 reporting must include the ability to update the Fire and Police personnel that have had IOD (injured on duty) by reducing the FIT and SIT taxable gross. The amount of reduction to the Federal and State taxable gross is the actual amount of IOD incurred within the year. Some input of modifying the FIT and SIT amounts must be present in the System to comply with this requirement. 3. W2 reporting must include the benefit scheme of reporting Group Term Life Insurance taxable amounts in excess of the defined Federal amount. Client currently does this in its existing payroll system. Also any other benefit that is reportable such as car allowance. 4. Replacement payroll system must generate the electronic file required Pensions, State, SSA, and Federal reporting. EXHIBIT 8 ENHANCEMENT REQUEST /CHANGE ORDER FORM Client Project Manager: MUNIS Project Manager: Change #: Date: The following enhancement or change order, as applicable, is hereby approved by Client and MUNIS: Total Cost: $ MUNIS, Inc. By: By: Its: Its: Date: Date: Citv of Decatur, Illinois Exhibit 9 Certificate of Liability Insurance ACORQ, CERTIFICATE OF LIABILITY INSURANCE oiioiji 03' PRODUCER (214) 522 -4880 FAX (214) 520 -3856 Ragland Strother & Lafitte 3838 Oak Lawn Ave. Ste. 500 Dallas, TX 75219 -4506 Sandy Trent THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED MUNIS, Inc. 370 -US Rt. 1 Falmouth Me 04105 INSURERA: Federal Insurance Co. POLICY EFFECTIVE INSURERS: Nat'l Union Fire of Pittsburgh LIMITS INSURERC: Gulf Underwriters Ins Co INSURERD: United National Ins. Co. 35346019DAL INSURERE: Texas Pacific Indemnity Co. 03/01/2004 rnVFRAnPq THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN( ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS AUTHORIZED REPRESENTATIVE �/ GENERAL LIABILITY 35346019DAL 03/01/2003 03/01/2004 EACH OCCURRENCE $ 1,000,00 X COMMERCIAL GENERAL LIABILIA`G REGATE LIMIT PER LOC . DAMAGE TO RENTED $ 11 000 , OO CLAIMS MADE FX oqAGG EGATE LIMIT PER PRO] . MED EXP (Any one person) $ 10,00( PERSONAL 8 ADV INJURY $ 1,000,00( A GENERAL AGGREGATE $ 2,000,00( GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY PRO LOC JECT AUTOMOBILE LIABILITY ANY AUTO BAP(04) 73263607 AP(04)73263606 (CO.E) 03/01/2003 03/01/2003 03/01/2004 03/01/2004 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,00 X A ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS $1 MIL CSL X X X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ ANY AUTO $ EXCESS /UMBRELLA LIABILITY BE7409183 03/01/2003 03/01/2004 EACH OCCURRENCE $ 25,000,00 _X1 OCCUR F1 CLAIMS MADE AGGREGATE $ 25,000,000 B CU1327241 (CO. C) 03/01/2003 03/01/2004 $ 15,000,00 DEDUCTIBLE MBX0001247(COMPANY D) 03/01/2003 03/01/2004 $ 10,000,00 $ RETENTION $ WORKERS COMPENSATION AND S PARATE CERTIFICATE TO 03/01/2003 03/01/2004 WC STATU- OTH- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? FOLLOW E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ I( yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ roessional Liability IP AMERICAN INTERN'L LEXINGTON INS. 06/29/2002 06/29/2002 06/29/2003 06/29/2003 $15,000,000 $ 5,000,000 in Excess of $ 15M COMMERCIAL UNDERWRITERS 06/29/2002 06/29/2003 $ 5 Mil in Excess of $ 20 mil DESCRIP ION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS ertificate Holder is shown as an additional insured and with a Waiver of Subrogation with respects to General Liability. Certificate does not alter policies. Subject to policy conditions and exclusions. CFRTIFICATF I-inl nFR CANCFLLATICIN ACORD 25 (2001/08) © ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Village of Deerfield, IL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Its Elected Officials, Officers, Agents & Emp BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 850 Waukegan Road OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Deerfield, IL 60015 AUTHORIZED REPRESENTATIVE �/ W. Scott Ra land /SLT ACORD 25 (2001/08) © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) Exhibit 10 Certificate of Workers' Compensation Insurance 'his certificate is executed by Liberty Mutual Insurance Group as respects such insurance as is afforded by those companies. BMUU68 Certificate of Insurance This certificate is issued as a matter of information only and confers no rights upon you the certificate holder. This certificate is not an insurance policy and does not amend, extend, or alter the coverage afforded by the policies listed below. This is to certify that (Name and address of Insured) Munis, Inc. Tyler Technologies, Inc. 307 US Route I Falmouth, ME 04105 , at the issue date of this certificate, insured by the Company under the policy(ies) listed below. The insurance afforded by the listed policy(ies) is st and is not altered by any requirement, term or condition of any contract or other document with Ex iration Tvve WC1 -191- 425735 -013 Continuous* Employers Liability Extended X Policy Term Workers Compensation General Liability Claims Made Occurrence Retro Date Automobile Liability Owned Non -Owned Hired i I' ject to all their terms, exclusions and conditions 03/01/2004 WC1 -191- 425735 -013 Coverage afforded under WC law of Employers Liability the following states: Bodily Injury By Accident AL, AZ, CA, CO, CT, FL, GA, HI, IA, ID, $ 1,000,000 Each Accident IL, IN, KS, KY, LA, MA, MD, ME, MI, Bodily Injury By Disease MN, MO, NC, NH, NJ, NM, NY, OH, OK, $ 1,000,000 Policy Limit PA, Rl, SC, SD, TN, TX, UT, VA, WA, Wl, WV, WY Bodily Injury By Disease $ 1,000,000 Each Person General Aggregate -Other than Prod/Completed Operations Products /Completed Operations Aggregate Bodily Injury and Property Damage Liability I Per Personal and Advertising Injury I Per Person / Other Liability Other Liability Each Accident - Single Limit - B. I. and P. D. Combined Each Person Each Accident or Occurrence Each Accident or Occurrence C Village of Deerfield Illinois it's elected officials, officers, agents and cmpolyces are granted waiver of subrogation on Worker's Compensation and General liability. O M M E N T S *If the certificate expiration date is continuous or extended tern, you will be notified if coverage is terminated or reduced before the certificate expiration date. However, you will not be notified annually of the continuation of coverage. Special Notice - Ohio: Any person who, with intent to defraud or knowing that he / she is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. Important information to Florida policyholders and certificate holders: in the event you have any questions or need information about this certificate for any reason, please contact your local sales producer, whose name and telephone number appears in the lower left comer of this certificate. The appropriate local sales office mailing address may also be obtained by calling this number. Notice of cancellation: (not applicable unless a number of days is entered below) . Before the stated expiration date the company will not cancel or reduce the insurance afforded under the above policies until at least 30 days notice of such cancellation has been mailed to: Office : IRVING, TX Phone: 972 -550 -7899 Certificate Holder: Village of Deerfield Illinois 850 Waukegan Road Deerfield, IL 60015 Date Issued: 07/02/2003 Prepared fly: VM Exhibit 11 Definitions 1. Cure MUNIS' correction of a Defect. 2. Defect A substantial nonconformity to the functionality set forth in the Documentation. 3. Documentation The current version of the MUNIS Software Products user manuals, MUMS' RFQ Response dated March 17, 2003, and N UNIS' Questionnaire Response dated April 25, 2003. 4. Enhancements The modifications performed by MUNIS to the MUNIS Software Products, as detailed in Addendum A of the Agreement. "Enhancements" do not include modifications performed by MUNIS to the MUNIS Software Products under the Maintenance Agreement. 5. Implementation Plan The document developed by MUNIS and Client after the kick -off meeting that contains such things as the project timeline, milestones, responsibilities, and testing criteria. 6. Live The System is ready to be used for daily functioning. The System can be Live before training is complete if training is scheduled to occur after the scheduled Live date. The System may be certified by MUNIS as Live prior to complete conversion by MUMS if the Client's data is not available or was not provided to MUNIS in such form and manner as described in the Implementation Process Document. 7. MUNIS Software Products The software products, and any Enhancements, developed by MUNIS. Also known as "Application Software ". 8. Perpetual License A non - exclusive, nontransferable license in the MUNIS Software Products granted by MUNIS to Client for the Application Software License Fees set forth herein, subject to the terms and conditions of the Agreement. Notwithstanding anything to the contrary herein, MUNIS may revoke, by using the process set forth in the Agreement, Client's license in the MUNIS Software Products in the event Client fails to pay the Application Software License Fees set forth in the Agreement. 9. Services The Consulting, Implementation, Conversion, Installation, and Enhancement services set forth in the Investment Summary. 10. System The MUNIS Software Products, Third Party /System Software, Hardware set forth in Exhibit 6, and Services. 11. Third Party /System Software The software products, not developed by MUNIS, but provided by MUNIS to Client under this Agreement. Exhibit 12 Master Preferred Agreement between MUNIS, Inc. and DSI Technology Escrow Services DSI TECHNOLOGY ESCROW SERVICES° An Iron Mountain CUntp;my Master Preferred Agreement Master Preferred offers the flexibility of a modifiable contract combined with a high level of protection for both the depositor and the beneficiary. It allows for additional parties to accept contract conditions with a one -page addendum. It provides frequent correspondence between DSI and all parties to the agreement. The depositor and beneficiary will receive signed confirmations from DSI that every deposit has been inspected; an account history report to notify them of the status of the escrow; and ongoing monitoring services to ensure compliance of contract terms. Purpose DSI's Master Preferred Agreement is generally used when: • Both parties agree that a high level of escrow protection is needed. • The depositor or the beneficiary wants to establish an escrow contract that is executed once, defining the company's preferred terms. • The depositor has multiple products to be licensed independently by various beneficiaries. • Both parties want to reduce the time spent on negotiating the basic terns and conditions of the escrow agreement. • Clients want to avoid setup costs when adding beneficiaries or depositors to their escrow account. Features Master Preferred customers benefit from these unique features: • One agreement ensures consistency for all escrow requirements. • Additional parties accept contract conditions with a one -page form. • Tailored release conditions. • Modification of terms for unique requirements. • Written notification detailing the contents of the initial deposit and each update. • Semiannual account histories listing all deposit activity. • DSI direct billing to beneficiary. • Technical verification options. • Audit trail of deposit created through inspection, date stamping of all deposit materials. • Deposit inspection with signed receipt for all parties. Atlanta • Boston • Chicago • Dallas • San Diego • San Francisco For More Information Call: (800) 962 -0652 or Visit Us At www.dsiescrow.com or www.ironmountain.com © 1983, 2003 DSI P030 MASTER PREFERRED ESCROW AGREEMENT Depositor Company Number 3 541 This agreement ( "Agreement ") is effective 4a, -d // , 20 03 among DSI Technology Escrow Services, Inc. ('DSI "), .tii viyZS; ( "Depositor ") and any additional party signing the Acceptance Form attached to this Agreement ( "Preferred Beneficiary "), who collectively may be referred to in this Agreement as the parties ( "Parties "). A. Depositor and Preferred Beneficiary have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as the "License Agreement "). B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances. C. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances. D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary technology materials of Depositor. E. The parties desire this Agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n). ARTICLE 1 -- DEPOSITS 1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the parties, including the signing of the Acceptance Form, and Exhibit D naming the Initial Account, Depositor shall deliver to DST the proprietary technology and other materials ( "Deposit Materials ") required to be deposited by the License Agreement or, if the License Agreement does not i dentify t he m aterials t o b e d eposited w ith D SI, t hen s uch m aterials w ill b e i dentified o n Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no obligation with respect to the preparation, accuracy, execution, signing, delivery or validity of Exhibit A. 1.2 Identification of Tangible Media. Prior to the delivery of the Deposit Materials to DSI, Depositor shall conspicuously label for identification each document, magnetic tape, disk, or other media upon which the Deposit Materials are written or stored. Additionally, Depositor shall complete Exhibit B to this Agreement by listing each such media by the item label description, t he t ype o f media and t he q uantity. E xhibit B s hall b e s igned b y D epositor a nd delivered to DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status of the account as required in Section 2.2 below. © 1983, 2003 DSI www.dsiescrow.com P03v1 1.3. Escrow Account Name Identification. At the time of execution of this agreement, or when Depositor makes the initial deposit with DSI in accordance with Section 1.2 above, Depositor shall complete and sign Exhibit D naming the initial account upon which the Deposit Materials are written or stored. Any new deposits referencing new account names made subsequent to the signing of this Agreement, intended by the Depositor to be held in a separate account and maintained separately from the initial account, but made a part of this Agreement, shall be referenced by the Depositor on Exhibit E, and Exhibit E which shall be signed by the Depositor and DSI. 1.4 Acceptance of Deposit. When DSI receives the Deposit Materials, DSI will conduct a visual deposit inspection. At c ompletion o f t he deposit i nspection, i f D SI d etermines t hat t he labeling of the media matches the item descriptions and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines that the labeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the exceptions noted; and (c) mail a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit Materials have been received and accepted by DSI. OTHER THAN DSI'S INSPECTION OF THE DEPOSIT MATERIALS, DSI SHALL HAVE NO OBLIGATION TO THE ACCURACY, COMPLETENESS, FUNCTIONALITY, PERFORMANCE OR NON - PERFORMANCE OF THE DEPOSIT MATERIALS. 1.5 Depositor's Representations. During the term of this Agreement, Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials and any materials provided solely for verification, pursuant to Section 1.6 of the Agreement ( "Test Materials ") Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSI's or its independent contractor's use of any Deposit Materials or Test Materials, pursuant to Section 1.6 of this Agreement, is lawful and does not violate the rights of any third parties; C. As of the effective date of this Agreement, the Deposit Materials are not the subject of any liens or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement; d. The Deposit Materials consist of the proprietary technology and other materials identified either in the License Agreement, Exhibit A, or Exhibit B, as the case may be; and The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited. 1.6 Available Verification Services. Upon receipt of a written request from Preferred Beneficiary, DSI and Preferred Beneficiary may enter into a separate proposal agreement Page 2 www.dsiescrow.com MDOM ("Statement of Work ") pursuant to which DSI will agree, upon certain terms and conditions, to inspect the Deposit Materials consistent with one or several of the levels of verification described in the attached Technical Verification Options. Depositor consents to DSI's performance of any level(s) of verification described in the attached Technical Verification Options. Depositor shall reasonably cooperate with DSI by providing its facilities, computer software systems, and technical and support personnel for verification whenever reasonably necessary. If a verification is elected after the Deposit Materials have been delivered to DSI, then only D SI, or at DSI's election, an independent contractor or company selected by DSI may perform the verification. 1.7 Deposit Updates. Unless otherwise provided by the License Agreement, Depositor shall update the Deposit Materials within sixty (60) days of each release of a new version of the product, which is subject to the License Agreement. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and Depositor shall sign the new Exhibit B. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. Any deposit updates shall be held in accordance with Sections 1.2 through 1.5 above. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates. 1.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged only on written instructions signed by Depositor and Preferred Beneficiary, or as otherwise provided in this Agreement. ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING 2.1 Confidentiality. DSI shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement or any subsequent agreement between the Parties, including without limitation Section 1.6, DSI shall not disclose, transfer, make available, or use the Deposit Materials. DSI shall not disclose the terms of this Agreement to any third party. If DSI receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, DSI will immediately notify the parties to this Agreement unless prohibited by law. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any order from a court or other judicial tribunal, including, but not limited to, notices delivered pursuant to Section 7.6 below. 2.2 Status Reports. DSI shall provide to Depositor and Preferred Beneficiary a report profiling the account history semiannually. ARTICLE 3 -- RIGHT TO MAKE COPIES 3.1 Right to Make Copies. DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted to DST, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials, including, but not limited to, the hardware and/or software needed. Any copying expenses incurred by DSI as a result of a request to copy will be borne by the party requesting the copies. Alternatively, DSI may notify Page 3 www.dsiescrow.com MDOM Depositor requiring its reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this Agreement. ARTICLE 4 -- RELEASE OF DEPOSIT 4.1 Release Conditions. As used in this Agreement, "Release Condition" shall mean the following: Depositor's uncured material breach of the License Agreement; b. Depositor's failure to continue to do business in the ordinary course; or C. Joint written instruction from Depositor and Preferred Beneficiary. 4.2 Filing For Release, If Preferred Beneficiary believes in good faith that a Release Condition has occurred, Preferred Beneficiary may provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Such notice shall be signed by the Preferred Beneficiary and on company letterhead. Unless DSI acknowledges or discovers independently, or through the Parties, its need for additional documentation or information in order to comply with this Section, DSI shall promptly provide a copy of the notice to Depositor by commercial express mail. Such need for additional documentation or information may extend the time period for DSI's performance under this Section. 4.3 Contrary Instructions. From the date DSI mails the notice requesting release of the Deposit Materials, Depositor shall have ten (10) business days to deliver to DSI contrary instructions ( "Contrary Instructions "). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Contrary Instructions shall be signed by Depositor and on company letterhead. Upon receipt of Contrary Instructions, DSI shall promptly send a copy to Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify both Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to Section 7.4 of this Agreement. Subject to Section 5.2 of this A greement, D SI will c ontinue t o s tore t he Deposit M aterials w ithout r elease p ending (a) joint instructions from Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section 7.4; or (c) an order from a court of competent jurisdiction. 4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the Depositor, DSI is authorized to release the Deposit Materials to the Preferred Beneficiary or, if more than one b enefuciary i s registered t o t he d eposit, f o r elease a c opy of t he Deposit M aterials t o t he Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI before making the release. Any copying expenses will be chargeable to Preferred Beneficiary. Upon any such release, the escrow arrangement will terminate as it relates to the Depositor and Preferred Beneficiary involved in the release. 4.5 Right to Use Following Release. Unless otherwise provided in the License Agreement, upon release of the Deposit Materials in accordance with this Article 4, Preferred Beneficiary shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits afforded to Preferred Beneficiary by the License Agreement. Preferred Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Materials. Page 4 www.dsiescrow.com MDOM ARTICLE 5 -- TERM AND TERMINATION 5.1 Term of Agreement. The initial term of this Agreement is for a period of one (1) year. Thereafter, this Agreement shall automatically renew from year to year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing that the Agreement is terminated; (b) DSI instructs Depositor and Preferred Beneficiary in writing after its renewal date that the Agreement is terminated for nonpayment in accordance with Section 5.2; or (c) DSI reserves the right to terminate this Agreement, for any reason, other than for nonpayment, by providing, Depositor and Preferred Beneficiary, as applicable, ninety (90) days written notice of its intent to terminate this Agreement. If the Deposit Materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial one year term, to adjust the anniversary date of this Agreement to match the then prevailing anniversary date of such other escrow arrangements. 5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to all parties to this Agreement. Any party to this Agreement affected by such delinquency shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one (1) month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter to the extent it relates to the delinquent party by sending written notice of termination to such affected parties. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid. 5.3 Disposition of Deposit Materials Upon Termination. Subject to the foregoing termination provisions, and upon termination of this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials in accordance with Depositor's instructions. If there are no instructions, DSI may, at its sole discretion, destroy the Deposit Materials or return them to Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit Materials are subject to another escrow agreement with DSI or have been released to the Preferred Beneficiary in accordance with Section 4.4. 5.4 Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive: a. The obligations of confidentiality with respect to the Deposit Materials; b. The obligation to pay DSI any fees and expenses due; C. The provisions of Article 7; and d. Any provisions in this Agreement which specifically state they survive the termination of this Agreement. ARTICLE 6 -- DSI'S FEES 6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify the party responsible for payment of DSI's fees at least sixty Page 5 www.dsiescrow.com MD03vl (60) days prior to any increase in fees. In no event will fees increase by more than 5% per year. For any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to rendering the service, if requested. 6.2 Payment Terms. DSI shall not be required to perform any service, including release of any Deposit Materials under Article 4, unless the payment for such service and any outstanding balances owed to DSI are paid in frill. Initial fees are due upon receipt of a signed contract or receipt of the Deposit Materials whichever is earliest. P ayments on all renewal and services invoices are due net thirty (30) days from date of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 5.2. ARTICLE 7 -- LIABILITY AND DISPUTES 7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI will not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI. 7.2 Indemnification. Depositor and Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities ( "Liabilities ") incurred by DSI relating in any way to this escrow arrangement except where it is adjudged that DSI acted with negligence or willful misconduct. 7.3 Limitation of Liability. In no event will DSI be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of DSI exceed ten times the fees paid under this Agreement. The foregoing limitation of liability does not apply with respect to any acts of adjudged negligence, personal injury claims, property damage claims (excluding the Deposit), or intellectual property infringement. 7.4 Dispute Resolution. Any dispute relating to or arising from this Agreement shall be submitted to, and settled by arbitration by, a single arbitrator chosen by the American Arbitration Association i n a ccordance w ith the Commercial Rules o f t he A merican Arbitration A ssociation. The arbitrator shall apply California law. Unless otherwise agreed by Depositor and Preferred Beneficiary, arbitration will take place in San Diego, California, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address. If, however, Depositor and/or Preferred Beneficiary refuses to submit to arbitration, the matter shall not be submitted to arbitration and DSI may submit the matter to any court of competent jurisdiction for an interpleader or similar action. Unless adjudged otherwise, any costs of arbitration incurred by DSI, including reasonable attorney's fees and costs, shall be divided equally and paid by Depositor and Preferred Beneficiary. Page 6 www.dsiescrow.com iTMDOM 7.5 Controlling Law. This Agreement is to be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. 7.6 Notice of Requested Order. If any party intends to obtain an order from the arbitrator or any court of competent jurisdiction, which may direct DSI to take, or refrain from taking any action, that party shall: a. Give DSI at least five (5) business days prior notice of the hearing; b. Include in any such order that, as a precondition to DSI's obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order; and Ensure that DSI not be required to deliver the original (as opposed to a copy) of the Deposit Materials if DSI may need to retain the original in its possession to fulfill any of its other duties. ARTICLE 8 -- GENERAL PROVISIONS 8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and Exhibits described herein, embodies the entire understanding among all of the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. DSI is not a party to the License Agreement between Depositor and Preferred Beneficiary and has no knowledge of any of the terms or provisions of any such License Agreement. DSI's only obligations to Depositor or Preferred Beneficiary are as set forth in this Agreement. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary, Exhibit C need not be signed, Exhibit D need not be signed by Preferred Beneficiary or DSI and the Acceptance Form need only be signed by the parties identified therein. 8.2 Notices and Correspondence. All notices regarding Articles 4 and 5, and any Deposit Materials, shall be sent by commercial express or certified mail, return receipt requested. All other correspondence including invoices, payments, and other documents and communications shall be sent First Class U.S. Mail and given to the parties at the addresses specified in the attached Exhibit C and Acceptance Form. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of physical and e -mail addresses. The parties shall have the right to rely on the last known address of the other parties. Any correctly addressed notice or last known address of the other parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities by mail, through messenger or commercial express delivery services. 8.3 Severability. In the event any provision of this Agreement is found to be invalid or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. Page 7 www.dsiescrow.com MDOM 8.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and conclusive written evidence of the change of parties. 8.5 Waiver. Any term of this Agreement may be waived by the party entitled to the benefits thereof, provided that any such waiver must be in writing and signed by the party against whom the enforcement of the waiver is sought. No waiver of any condition, or breach of any provision of this Agreement, in any one or more instances, shall be deemed to be a further or continuing waiver of such condition or breach. Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy. 8.6 Regulations. Depositor and Preferred Beneficiary are responsible for and warrant compliance with all applicable laws, rules and regulations, including but not limited to customs laws, import, export, and re -export laws and government regulations of any country from or to which the Deposit Materials may be delivered in accordance with the provisions of this Agreement. 8.7 Attorney's Fees. In any litigation or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks declaration of any rights or obligations under this Agreement (whether in contract, tort, or both), the prevailing party who has proven in court by court decree, judgment or arbitrator's determination that the other party has materially breached its representation and/or warranty under this Agreement shall be awarded reasonable attorneys' fees, together with any costs and expenses, to resolve the dispute and to enforce final judgment. 8.8 No Third Party Rights. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective pernzitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties hereto. 8.9 Authority to Sign. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. DSI will be able to perform its obligations under this agreement once DSI has received a fully executed agreement. 8.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. -t-I 4- /V—T S x . Depositor By: A, Name: M / a 'NI L Ydus DSI Technology Escrow Services, Inc. By. Name: :Pedr, r-d-6 " Title: -e-FO A'" IJ Title: Page 8 www.dsiescrow.com X////o 3 MDOM Date: 9/, ZaV3 Date: i 4 Page 9 www.dsiescrow.com MDOM EXHIBIT A MATERIALS TO BE DEPOSITED Deposit Account Number 531 U Depositor represents to Preferred Beneficiary that Deposit Materials delivered to DSI shall consist of the following: Depositor By: Name: Title: Date: Preferred Beneficiary By: Name: Title: Date: Page 10 www.dsiescrow.com MD030 DESCRIPTION OF DEPOSIT MATERIALS Depositor Company Name Deposit Account Number Product Name Version (Product Name will appear as Exhibit B Name on Account History report) DEPOSIT MATERIAL DESCRIPTION: Quantity Media Type & Size Disk 3.5" or DAT tape mm CD -ROM Data cartridge tape TK 70 or tape Magnetic tape Documentation Other PRODUCT DESCRIPTION: Environment EXHIBIT B Label Description of Each Separate Item DEPOSIT MATERIAL INFORMATION: Is the media or are any of the files encrypted? Yes / No If yes, please include any passwords and the decryption tools. Encryption tool name Version Hardware required Software required Other required information I certify for Depositor that the above described DSI has visually inspected and accepted the Deposit Materials have been transmitted to DSI: above materials (any exceptions are noted above): Signature:_ Print Name: Date: E -mail: Signature: Print Name:_ Date Accepted: Exhibit B#: Page 11 www.dsiescrow.com MDOM DESIGNATED CONTACT Depositor Company Number 3529 Notices, deposit material returns and communications to Depositor should be addressed to: Company Name: MUNIS , Inc. Address: 370 U.S. Route!1 Falmouth, ME 04105 Designated Contact: Stacey M. Gerard Telephone: 207-781 -2260, ext. 4431 Facsimile: 207- 781 -2459 E -mail: sgerard @munis . com Verification Contact: Kathryn St. Ours Telephone/E -mail: 207 - 781 -2260, ext. 4135 Invoices to Depositor should be addressed to: MUNIS, Inc. 370 U.S. Route i Falmouth, ME 04105 Contact: Accounts Payable P.O. #, if required: EXHIBIT C kstours @munis.com Requests to change the designated contact should be given in writing by the designated contact or an authorized employee. DSI has two Operations Centers to serve you. Agreements, Deposit Materials and notices to DSI should be addressed to: (select location) 0 Attn: Client Services 9265 Sky Park Court, Suite 202 San Diego, CA 92123 Telephone: (858) 499 -1600 Facsimile: (858) 694 -1919 E -mail: clientservices @dsiescrow.com or iMtn: Client Services _00 Norcross Parkway, Suite 150 Norcross, GA 30071 Telephone: 770-239-9260 Facsimile: 770 - 239 -9201 E -mail: clientservices @dsiescrow.com All invoice fee remittances to DSI should be addressed to: DSI Technology Escrow Services, Inc. PO Box 27131 New York, NY 10087 -7131 Date: 3/31/03 Page 12 www.dsiescrow.com MD03v] EXHIBIT D NAME OF INITIAL MASTER PREFERRED ESCROW ACCOUNT Depositor Company Number 3 5 Z ( "Depositor ") has entered into a Master Preferred Escrow Agreement with DSI Technology Escrow Services, Inc. ( "DSI" ). Pursuant to that Agreement, Depositor may deposit certain Deposit Materials with DSI. The initial account will be referenced by the following name: Deposit Account Number n -�q U Depositor By: Name: Title: Date: Page 13 www.dsiescrow.com MD03v1 EXHIBIT E ADDITIONAL ESCROW ACCOUNT TO MASTER PREFERRED ESCROW AGREEMENT Depositor Company Number New Deposit Account Number ( "Depositor ") has entered into a Master Preferred Escrow Agreement with DSI Technology Escrow Services, Inc. ( "DSI "). Pursuant to that Agreement, Depositor may deposit certain Deposit Materials with DSI. Depositor desires that new Deposit Materials be held in a separate account and be maintained separately from the initial account. By execution of this Exhibit E, DSI will establish a separate account for the new Deposit Materials. The new account will be referenced by the following name: Depositor hereby agrees that all terms and conditions of the existing Master Preferred Escrow Agreement previously entered into by Depositor and DSI will govern this account. The termination or expiration of any other account of Depositor will not affect this account. Depositor By: Name: Title: Date: DSI Technology Escrow Services, Inc. By:_ Name: Title: Date: Page 14 www.dsiescrow.com MD0M PREFERRED BENEFICIARY ACCEPTANCE FORM Depositor, Preferred Beneficiary and DSI Technology Escrow Services, Inc. ( "DSI "), hereby acknowledge that is the Preferred Beneficiary referred to in the Master Preferred Escrow Agreement effective , 20 with DSI as the escrow agent and as the Depositor. Preferred Beneficiary hereby agrees to be bound by all provisions of such Agreement. Depositor hereby enrolls Preferred Beneficiary to the following account(s): Account Name Deposit Account Number Notices and communications to Preferred Beneficiary should be addressed to: Company Name: Address: Designated Contact: Telephone: Facsimile: E -mail: Preferred Beneficiary By:_ Name: Title:_ Date: DSI Technology Escrow Services, Inc. By: Name: Title: Date: Invoices should be addressed to: Contact: P.O. #, if required: Depositor By: _ Name: Title:_ Date: Page 15 www.dsiescrow.com MDOM TECHNICAL VERIFICATION OPTIONS LEVEL I - Inventory This series of tests provides insight into whether the necessary information required to recreate the Depositor's development environment has been properly stored in escrow. These tests detect errors that often inhibit effective use of the escrow deposit. Steps include: Analyzing deposit media readability, virus scanning, developing file classification tables, identifying the presence /absence of build instructions, and identifying materials required to recreate the Depositor's software development environment. At completion of testing, DSI will distribute a report to Preferred Beneficiary detailing DSI's investigation. This report will include build instructions, file classification tables and listings. In addition, the report will list required software development materials, including, without limitation, required source code languages and compilers, third -party software, libraries, operating systems, and hardware, as well as DSI's analysis of the deposit. When identifying materials required to recreate Depositor's software development environment, DSI will rely on information provided in Depositor's completed questionnaire (obtained via a DSI verification representative) and/or information gathered during DSI's testing experience. LEVEL II - Build This series of tests includes a standard effort to compile the Deposit Materials and build executable code. Steps include: Recreating the Depositor's software development environment, compiling source files and modules, recreating executable code, and providing a listing of the hardware and software configurations necessary to recreate the Depositor's software development environment. DSI will also create a report detailing the steps necessary to recreate the development environment, problems encountered with testing, and DSI's analysis of the deposit. LEVEL III - Validation A Level III verification consists of testing the functionality of the compiled Deposit Materials (in a production setting or similar environment) and can be accomplished through one of the following three options: Option A — With the Depositor's approval, executables created by DSI during Level 11 testing are provided to the Preferred Beneficiary for functionality testing. Option B — The Preferred Beneficiary provides DST with a copy of its licensed executables. DSI compares the executables created during Level II testing with the licensed executables and provides a comparison report to all parties. Option C — DSI recreates the runtime environment for the licensed technology and installs the executables created during the Level II testing into that environment. (The environment is generally "scaled down" from the actual live environment.) DSI then runs test scripts supplied by the Preferred Beneficiary and provides a report of the test results to all parties. This may require Depositor approval. For additional information about DSI Technical Verification Services, please contact a verification specialist at (800) 962 -0652 or by e-mail at verification @dsiescrow.com. Page 16 www.dsiescrow.com MD03v1 Exhibit 13 MUNIS' Questionnaire Response dated April 25, 2003 Exhibit 14 Email from Alban Michaud of MUNIS to Leonard McCaw of Group 1 Resources, Inc. dated April 25, 2003 entitled " MUNIS' Clarify Response" VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM MUNIS To h elp a ssist i n f ully u nderstanding e ach V endor's a pplication s oftware s olution, t he Village requests that you provide more detail, clarification, or expansion of your original responses to the RFQ, and in some cases, is asking for a response to some additional questions. Listed below are the areas in which the Village is requesting more information. They are broken out by the original RFQ section and question numbers. Following this are the new questions where the Village is seeking additional information regarding your products and services. Section 2 - Operatina Svstem Question 2.2 — Consider that the Village will be using MS Windows 98, NT, 2000, or XP operating system for the user desktop /client platform, and your financial software is installed on MS Windows 2000 Server(s), please clarify and specifically describe how end -users will select and print reports. How is printing managed, and who controls printing. Please expand on your original response for this question. At the Windows Operating System level, windows resource permissions and sharing permissions. The Windows System administrators and other users who have been given printing management permissions. Can PC clients utilize local printers? Yes Describe the process for setting up local printers. Printing in Munis can access local printers directly by printing to Mach ineName\PrinterName or all printing can be sent through a central print server. See attached document "Adding Printers.doc" Section 3 — Database Information Question 3.1 — Please expand and clarify your MS SQL solution you've described. Include current capabilities, number of existing installed clients, number of MS SQL support staff, and future direction and development for this database platform. It is important for the village to understand that MUNIS is developed utilizing (1) code f o r un o ver t he different d atabases. T herefore, M UNIS p rovides t he s ame capabilities regardless the type of database. All our clients, whether they utilize Informix, Oracle or SQL Server, receive the same MUNIS release and therefore are supported the same. Our entire development staff of 65 people and our OS /DBA department of 12 people are all appropriately trained to support the three databases currently offered. GROUP 1 RESOURCES, INC. © PAGE 1 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM The Village of Glen Ellyn, IL was our SQL Server beta site earlier this year. Since then, the Village of Western Springs, IL and the City of DeKalb, IL has chosen to install MS SQL Server. There are some existing clients such as the Village of Glenview, IL that is looking to migrate from Informix to standardize their village office on SQL and other prospects that we are currently working with such as the City of Park Ridge, IL. If the Village would choose a different database platform initially, what migration path is available for the Village to move to MS SQL solution at a future date? What are the costs associated with a migration of this type? Our OS /DBA department will provide the services you will need to migrate over to a different database. The village will be responsible for the cost of the new MS SQL database license and the services provided by OS /DBA to port the data to the new database. Section 4 — Report Generation Question 4.1 — When updates, field changes, and major revisions are made to your application software, how does this affect any custom reports developed by the client (in your own report writer or with a third -party package such as Crystal Reports), and what steps are necessary to preserve them? When reports are developed with the internal MUNIS Report Writer they are not affected by any program /table changes in new releases. These reports are spooled and saved as a hardcopy and do not refer back to table lookups. The Crystal Report Writer works much differently. Each Crystal Report holds a record of the database fields as they existed when the report was created. When fields are added or field names are changed in Database Views, your existing reports should be updated to reflect these changes. When any of these types of changes occur, M UNIS w ill provide you w ith the appropriate documentation t o help you with any issues that may occur. The attached document "MCR Administration Verify Database & Set Location" was sent to our clients with the recent 2003 release. Section 5 — Support & Training Question 5.6 — The Village is unclear on your support hours as it seems different times were provided in your RFQ response. Please specifically categorize and clarify your support hours. Please provide type of support, hours available, and alternative support. Include any associated additional costs beyond annual maintenance. For MUNIS applications, standard phone support coverage is from 8:00 AM to 8:00 PM (Eastern Standard Time) Monday through Friday. OSDBA Support is available GROUP 1 RESOURCES, INC. © PAGE 2 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM from 8:00 AM — 6:00 PM (EST) Monday through Friday. The client can also contract with Munis for support service outside of standard hours. The MUNIS support solution includes the following services, described in detail below: MUNIS Help Desk (unlimited)____ncfuded' with Annual Support Software Development and Updates Included with Annual Support OSDBA Help Desk (unlimited) __ ; °Optional Disaster Recovery Optional Application Hosting (ASP) _ I1 Optional_ _ MUNIS Consulting Group Optional Web Page CustomerTools/ InformationAccess7Fl�ncludedwith Annual Support Local Group Training Optional Local User Groups _.: m Included ,with Annual Support�� Annual Users Conference Optional Question 5.8 — Can you offer the Village a "test user' account to use and evaluate your on -line /Internet user support resources such as user manuals, knowledge bases, problem resolution status, support information, shared report library, etc.? C an y ou p rovide r eal c lient website URL addresses for the Village to see real examples of your applications Internet use by other communities? If you can provide the above, please indicate here and /or make arrangements with the Village. You can access all our User Manuals, Release Notes, Trouble Saving Tips, Crystal Reports Library, and On -Line Support via our website www.munis.com. This area requires the following logon - User Name: munisuser and Password: ccs. Feel free to visit the Town of Billerica, MA website www.town.billerica.ma.us to see how they are extending information to their citizens via the Internet. They currently utilize the MUNIS OnLine for Citizen Requests, Utility Bill Inquiry and Payments, Tax Inquiry and Payment and Motor Vehicle. Visit www.co.anne- arundel.md.us the County of Anne Arundel, MD where they collect their Taxes and Utility Bills. Use the following address to obtain bill information: 2664 River Road. Section 6 — Cost and License Fees Missing Information — Between pages 57 -58 it seems that there is missing text. There is no missing text. The POS Cash Station options are found on the following page (58). Ak ALM GROUP 1 RESOURCES, INC. © PAGE 3 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Question 6.5 — Please specifically clarify and describe your licensing structure and costs. H ow are multiple sessions on one client/user workstation licensed? How is Internet connection licensing handled if the public can access or inquire into the application software? MUNIS is sold as a site license. The only limiting factor of client access is the database license and the MUNIS Client Runtime. Each client/user workstation uses only (1) database user license or Client Access License (CAL) and (1) MUNIS Client Runtime no matter how many sessions are open. The MUNIS OnLine internet connection for public access has no impact on the database or Client Access licenses. Question 6.6 — Please describe what specifically is included in the "Other Licensing" module and the "Miscellaneous Billing" module? It might be helpful to provide examples of the types of transactions these modules are designed to handle and to differentiate them from the Business Licensing and Accounts Receivable modules respectively. The "Other Licensing" module for $6,000 was representing our Vehicle Licenses module which will be available 1" quarter. There didn't seem to be a place for that particular module on your Cost Sheet so we included it under "Other Licenses ". GROUP 1 RESOURCES, INC. © PAGE 4 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Accounts Receivable/Payment Entry (Collections) The MUMS® Payment Entry system is designed for two major functions: miscellaneous cash receipts and collection of billed receivables. Miscellaneous cash receipts process over - the - counter or mailed payments for non - billed items such as licenses, permits & registrations. The user is allowed to create their own charge codes, which both facilitate data entry and provide detailed or summary analysis (daily, weekly, monthly, etc.) by type. General Ledger revenue accounts can be pre -set to these charge codes so that the data entry person need not know or have to enter account numbers. The Payment Entry module also provides integration to all MUMS® receivables (Utility Billing, Parking Tickets, Business Licenses, Animal Licenses, Permits, General Billing, etc.). This allows a customer to process many types of payments within a single transaction. The bottom line is better control of information, immediate access to receivables information and ease of use for both your office and your customers. Payment Processing • Cash r eceipts for b oth b ills a nd in iscellaneous c ash, with the o ption t o p rint c ustomer receipts on -line • Accommodates partial payments, overpayments and both positive and negative adjustments ■ Bank lockbox interface(s) available ■ Supports scan line entry ■ Allows interest dates to be adjusted on -line to determine future payment amounts or back posting ■. Automatic reversal of payments allows clerical errors to be corrected instantly ■ Supports on -line customer warning messages such as "cash only payment" ■ Batch balancing supported by clerk/cash station, allowing reconciliation of cash totals, check totals, etc. ■ Daily cash journal (by operator) prints detail receipt information and summary by category ■ The ability to pay by installment is currently in development ■ Pre - payments processing is in development ■ Customer receipts can be automatically printed ■ Full cash station support ■ Optional validation Record Keeping ■ Customer payment detail is recorded (cash, check, credit card, other) ■ Displays original bill in detail ■ Displays all transactions such as payments and adjustments in summary and detail ■ Bill search by: Customer name Address Bill number Customer number (ID) Property code i M GROUP 1 RESOURCES, INC. © PAGE 5 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Social security number Year Parcel Other names on account UB specific fields Tax sale /title fields ■ Prints duplicate receipts GROUP 1 RESOURCES, INC. © PAGE 6 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM General Billing Local & county governments and school business offices often need to create invoices and bills for miscellaneous charges these might include charges such as rented building space, charges for parking spaces, or certain types of permits. The MUNIS® General Billing system is used to create invoices for various departments and activities not covered by other MUNIS® revenue applications such as Utility Billing or Tax. With MUNIS® G eneral B illing, there a re n o in ore h and w ritten b ills and in anual calculations. The software will total invoice lines for you and provide accurate payment information. Should you have multiple bills and bill history for a given customer, that information is easily accessible form one convenient location. This lets you be more efficient when looking up information or answering questions. The MUNIS® General Billing application is tightly integrated with the MUNIS® Payment Entry and General Ledger applications. This integration results in accurate and up to the minute accountability. General Features ■ Accommodates both cash and accrual accounting methods ■ User defined invoice creation and printing ■ Supports multiple line items and revenue distributions per invoice, including: Items or services sold Text lines Sales tax Interest • Recurring invoices may be set up and automatically generated when scheduled for leases, business licenses, permits, etc. ■ Option to print monthly customer statements ■ Pre - defined invoice descriptions and account distributions ■ Invoice reprint capability reflecting any payments to date and any comments added ■ Scheduled payments against a master invoice ■ Medicare / insurance data for medical or ambulance invoices Reports & Inquiries Monthly statements are available Payment Entry module permits look up by invoice number or customer name / number, and permits partial payments and user defined distribution of payments Analysis reports by department or activity, items or services sold, and age of bill include: Detail invoice journal Aged trial balance Detail history report AGROUP 1 RESOURCES, INC. © PAGE 7 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Business Licenses Business Licenses is a sub - system of the MUNIS and billing functions. It allows for the creative maintenance of business licenses for a variety of license and permit procedures. The MUNIS Business Licenses module allows for separate documents to be printed for licenses and application forms. The system allows for the use of an extensive number of user defined business category, business type and statistic codes. Business master records are maintained with single or multiple license charges /fees per record. License charges can be flat amounts or calculated by varying rates. License fees can be based on the business owner sales receipt activity for specific time periods on AR quarterly or monthly cycle. Late fees and penalties can be assessed as needed. History and activities reports are available for billings and payments, and other activities such as inspections or permits. Business Licenses system is integrated with other MUNIS modules, including General Ledger, Accounts Receivable and optionally, Real Estate and Personal Property Tax Assessing and Collections. Detail Overview • MUNIS ID Code Permissions will allow access and maintenance to user permissions for add, update and delete capability on the Business License master. • Parameter F/M, charge code F/M, description code F/M, town code F/M and business code F/M will allow the user to create the necessary codes and parameters to tailor the system for the required billing, reporting and collections. • AR code F/M will allow set up AR codes ( MUNIS AR category 55) for use with Business Licenses. ■ Business License Master F/M will allow creation of new BL master and detail records. ■ Program allows display and maintenance of BL history, which contains any important steps during the life cycle of a business license account (e.g., creation date, bill dates, approval/inspections info, comments, etc.). There is also an audit screen that displays changes made to a master record via the program. ■ Generate A/R bills allows the creation of MUMS bills for printing and collection purposes. This applies to initial bills and licenses as well as renewals. ■ Print applications will print batches [or single] licenses or bills. ■ Gross receipts is used to enter data for actual or estimated license applications that are based on business specific data such as gross receipts or sales volume. ■ Assess late fees will be used to assign late fees (charges) to any bill that is overdue, as well as assign a late filing penalty. ■ Reports/Labels (ach with several sort/selection options) Business L icense m aster 1 ist ( includes a ccount i nfo, license info, c odes, d ates, recent bill info) Revenue Report Delinquent Report GROUP 1 RESOURCES, INC. © PAGE 8 OF 21 AMEML VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Labels MUNIS Payment Entry is used to post payments and reversals against bills. Business License bills as well as other categories of bills can be processed in this program. MUNIS Abatement Entry can be used to allow posting of abatements to paid or unpaid bills, when a business closes or if fees were billed incorrectly. Bill inquiry will allow the user to inquire on BL bills and view the supporting data from the BL master file. Section 9 — Application /Process Questions Question 9.20 — Please p rovide a c opy of t he release n otes a nd o ther related materials d istributed to current customers that describe the changes from the 2002.03 version to the 2003.04 version of your software. The MUNIS 2003 release notes can be downloaded from our website www.munis.com under "CUSTOMER TOOLS ". The following Logon is required - User Name: munisuser Password: ccs. New Questions Question -A Please clarify your testing process for testing patching of non - application software with your software. (i.e. Windows operating system service releases or security patches, etc.) Include the process and support resources available for when the Village determine that they want to install a newly release Windows Operating system critical security patch. How does the Village proceed, what is your recommended process, and what support resources are included and available under the annual maintenance contract? P lease d escribe a b est -case a nd w orst -case a xample f rom a xisting c lient experiences on this subject. MUNIS has not experienced any issues resulting from new releases or security patches. W e work c losely with o ur b usiness p artner's t o p roactively t est n ew releases and patches and will advise our clients if an issue is found. We recommend our clients call us before moving forward with a new release or loading a patch. Our staff will want to understand the reason(s) for the change. Once we have discussed the change and all have agreed the release or patch is warranted or necessary, MUNIS will replicate the environment and test the results of the release or patch prior to the client changing their environment. MUNIS needs to be involved when a client's environment is scheduled to be changed or altered. A worst -case scenario would result from lack of communication. 1 k GROUP 1 RESOURCES, INC. © PAGE 9 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Question - B Please describe any current known conflicts or problems with your application and the following list of software that the Village uses: Lotus Notes (v6.x) Lotus Easysync Pro 4.2 Office 2000 /XP (Word, Excel, Power Point, Access) Adobe Acrobat / Acrobat Reader Adobe Photoshop / Illustrator Palm Desktop / Hotsync Evare Desktop (Investment Management Software by Evare LCC) McAfee VirusScan / NetShield We recommend the village have a dedicated application server. This would help eliminate any conflicts that may occur and would allow us to better support your users. The only issue we have experienced is the McAfee Virus Scan can interfere with the fourjs client runner product on both the server and client workstations. Excluding files with a .tcl extension from scanning solves this issue. Question - C If a user /client workstation experiences a power outage during a process, describe how your application software is affected. Specifically explain what happens to the data and system transaction at the client level, and what happens at the server level. Include any procedures or processes necessary to recover from this type of event. If the client/user workstation loses power, does the session remain active, is there data loss, and what needs to be done at the client and server level to recover? We always recommend our clients call the MUNIS Support Desk when these events occur. There are dozens of variables and variations. A few of the variables include; Was the Server impacted in addition to the workstation ?; Does the Server know that the workstation has been disconnected? What type of interaction was involved in the program running at the time of the outage? Is transaction logging on or off? The results depend on the combination of variables. We'll I ook at the Payroll process as one example of how the MUNIS system responds to this type of situation. There are two key "Processing" programs involved in completing a payroll. The first program is the "Payroll Generate ". This program handles taking your time entry information and transforming into the records required to compute the paycheck. The generate is designed so that it can be run repeatedly for a payroll run. Lets say the generate fails due to a power outage (this process will work for any failure reason). Once the situation that caused the program to fail is resolved, the user responsible for running the Payroll Generate would simply start the program again. The program realizes that the process has been started before GROUP 1 RESOURCES, INC. © PAGE 10 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM and offers the user the ability to delete the records originally created and regenerate, or to add to the records previously generated. The second program is the "Employee Update ". The Employee Update generates the permanent historical information from the data in the current payroll process. Included in this Update are the following items: 1. Update Employee Accumulators 2. Update Employee Vacation /Sick balances 3. Build Employee Pay History and Deduction History 4. Create records to generate GL splits and charges 5. Verifies, Corrects and Builds and vendor /invoice amounts 6. Updates the Position File expended field 7. Process Savings Bond deductions The program logs each step in the process as it begins working on it. Should the program fail (for any reason), it will know what step it was working on when the failure occurred. To complete the Update process, the user simply runs the program again. Once the program is re- started, it will realize that processing for this payroll had previously begun. The program will determine the step that was being worked on when the failure occurred, verify /correct that step. Once that step is corrected, the program will finish processing that employee and then process the remaining employees in the payroll. Question - D Please specifically describe and clarify your company's role and responsibilities to identify and correct issues between hardware and application software. If problem issues arise, how are conflicts of ownership for support resolved? What support options if any, are available from your company for the combination of application and hardware support? If available, what are the associated costs? MUNIS has filled this gray area between hardware and application software issues by offering support from our OS /DBA department. The Services provided by the our OS /DBA department are available to all MUNIS clients that desire access to the professional services offered by a Network Administrator and a Database Administrator at a fraction of the cost of hiring such MIS personnel in- house. OS /DBA is a separate billable service providing support for MUNIS clients to maintain the Database as well as assist in common System Administration tasks. This service is offered to clients primarily on a contract basis. The price for this service will be 25% of your MUNIS Software Support Agreement or $2500, whichever is greater The primary method of support is telephone and dial -up modem as required to assist the site Administrator in the performance of common System and Database tasks. GROUP 1 RESOURCES, INC. © PAGE 11 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM OSDBA Contract Services & Installation Types The type of coverage available to OS /DBA contracted clients varieE according to the Operating System type that each client site uses as the MUNIS application server. Listed below is a brief summary of the OS /DBA Contract services: Operating System Support • System Backup and Recovery Assistance • Disk Space Configuration • Modem Configuration • File Permissions & Security • Printer Configuration & Troubleshooting • User Maintenance • Operating System Patches and Tools Database Support • Database Administration assistance • Software upgrades • Exporting / Importing databases • Refreshing training databases • Performance Tuning MUNIS Software Support • Assistance with loading Munis releases • Report Writer Installation assistance and troubleshooting • PC client software assistance with installation and troubleshooting OSDBA also provides billable installations and upgrades to all MUNIS customers. Please call your Sales Rep for a quote on any of the following installations or upgrades: • New Server Installations - including the Operating System install Installing the Munis application and all associated third party applications • Cobol to GUI Migrations • Character to GUI Upgrades • 2.02 Fourjs Runner to 3.00.2s Fourjs Runner Upgrades • Database Upgrade • System Transfer - including the server install and database transfer GROUP 1 RESOURCES, INC. © PAGE 12 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Question - E Please clarify if annual maintenance covers the cost of porting to a new type of future platform release for the application software. (Historic Example: like a porting of your application from text screen based to GUI windows based, or to Browser based) In what circumstance would there be a cost to the Village for any type of change in application software direction? (i.e. a certain database is no longer offered or supported) The MUNIS Annual Maintenance 'covers all upgrades and enhancements that are made to the MUNIS software. The only additional cost the village would incur is the cost of the new database license (if village chose to use a different DB), other system software, and services (le. Re- installing MUNIS on a different platform, changing databases, etc..). Over 20 years ago our first client, the City of Westbrook, ME, bought MUNIS when it was a Cobol written program. 20 years later Westbrook is still a client utilizing the latest version of MUNIS without ever having to repurchase the software. Stewardship implies thoughtful management of another's property. The MUNIS system belongs not only to us, but to the larger community of our customers as well. To this end, we recognize that good stewardship is a process —not a task or a product. It's our responsibility to update MUNIS continuously so that our customers can use the system indefinitely. We want customers to think of MUNIS as the best capital investment they've ever made. Proof of this commitment: some of our first customers from the COBOUISAM era are still with us, running MUNIS with our latest technology. We strive to make the MUNIS system new , every year. We want to make it a competitive offering that's always fresh —not something that's aging and eventually needs to be replaced. Good stewardship means guiding the evolution of MUNIS through: • Listening to our customers' needs • Investing in the product to reflect those needs • Incorporating new technology as it becomes feasible • Introducing changes in ways that are the least disruptive to our customers' ongoing operations Question - F How are "lock box" transactions handled? How does your application software work with 3rd party payer such as Verisign or Official Payments Corporation (OPC) MUNIS provides a Bank Lock Box Interface. MUNIS will receive a file from the bank, a batch of payments are downloaded to MUNIS, an Edit Report is provided for proofing and then the receivables are updated through a posting function. j& GROUP 1 RESOURCES, INC. © PAGE 13 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM On -Line Payment Processing Options MUNIS Online for Utility Bills and Misc Revenue (Animal and Business Licenses and Parking Tickets) allows for bill inquiry and on -line payments. If a client chooses to accept payments on -line they have a few choices to make, all of which involve additional fees. Once the decision to accept payments on -line has been made the next step is to determine payment methods and how fees will be handled. MUNIS Online requires the use of a 3'd party service to accept payments. We currently work with Verisign and OPC (Official Payments Corp.). Both Verisign and OPC handle most major credit cards, Verisign also processes e- checks through a partnership with tele- check. To accept credit cards a client must have an Internet merchant account. The merchant account facilitates the transfer of funds during a credit card transaction. If the client has a merchant account they would like to use they should verify that it is (or can be) an Internet merchant account. The merchant accounts charges processing fees ranging from 2 % -3% of the transaction. These fees are not allowed by the credit card companies to be directly passed onto the consumer. They w ant t o insure no one is penalized for using their credit cards. You can however assess a fee to offset expenses you incurred by adding additional value. This add -value can be the expense of an Internet payment option. This fee is typically called a "convenience fee" and is shown as an additional line item to the consumer above the purchase price. These fees are percentage based and follow a fee matrix disclosed prior to the transaction. Convenience fees are adopted when a municipality cannot (by law or policy) absorb the merchant account fees and must recover them. There have been a number of published reports indicating the convenience fees in fact discourage come consumers from using on -line payments. The City of Westbrook and Anne Arundal County are taking payments use convenience fees. OPC is the only 3'd party MUNIS uses that can implement a convenience fee model. In this case OPC is the merchant account as well and no other company can be used. Should a client choose to absorb the merchant account fees (some justify this by the offsetting savings in clerical time) Verisign is the preferred choice and the client may use their existing merchant account. A Verisign account will cost aprox. $50 -75 /month in addition to the merchant account fees assessed on the transactions. The Town of Billerica, MA plans to use Verisign. MUNIS does not charge any additional fees for usage or payments above the annual MOL fee. E- checks are fast becoming the preferred method. MUNIS has partnered with Banksery to provide on -line a -check payment processing. Banksery charges a $3.00 service fee per check, this fee can be paid directly by the bill payer or absorbed by the municipality. E- checks can be used in combination with credit cards or as the only form of payment if desired. GROUP 1 RESOURCES, INC. © PAGE 14 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM When using either Verisign or OPC a contract between the client and Verisign or OPC must be negotiated. MUNIS can provide contact names and some information but the client must form a direct relationship. SUMMARY Convenience Fee Model 3 d Party: OPC Fees: 100% of fees paid by consumer (aprox. 2.5% of purchase) Merchant Account: Must use OPC No Fees Model 3rd Party Verisign and Internet Merchant Account Fees 50 -75 /mo for Verisign PLUS 2 -3% from Merchant Account Merchant Account: Use your own or Verisign will help find one for you. GROUP 1 RESOURCES, INC. © PAGE 15 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Article on Convenience Fees from FCW.COM (Federal Computer Week) Last spring, when California's Department of Motor Vehicles debuted an online vehicle registration renewal program where people could pay by credit card, thousands of people flocked to the Web site. In June alone, about 22,000 vehicles were registered online. But on July 1, the state began charging a $4 fee to cover the credit card payment option. Traffic to the site (www.dmv.ca.qov) dipped to 17,000. "The minute [the $4 fee] went into effect, the usage dropped," said Arun Baheti, the state's director of e- government. "Clearly, it had an effect on the usage." State officials said the proportion of eligible users has declined from 5 percent to an average of 2.5 percent since the fee was imposed. The site is averaging about 15,000 transactions monthly. Although Baheti said he has heard that some lawmakers are interested in repealing the $4 fee, and Gov. Gray Davis' administration opposed it, the state legislature has not taken any action. However, the state is studying various models for financing e- government online projects. California is not alone in questioning whether convenience fees are needed as technology helps governments become more efficient. Some say their return on investment is so good that it doesn't make sense to charge citizens extra fees. Some say convenience fees discourage people from using online services. Others say it's not fair to charge online users more than people who conduct business face to face. Still, several e- government veterans say people don't mind paying a little extra if it saves them time, gas and parking money. They say charging convenience fees are the chief — and sometimes the only way — for smaller governments to pay for technology and e- commerce. And they say they would rather charge a fee than raise taxes. "It's probably too early to know how [the issue's] going to work itself out," Baheti said. Turning People Off Many state and local governments charge people some type of convenience fee for e- government services, such as paying parking tickets, filing online taxes, renewing driver's licenses or tags, applying for a fishing license or renewing a professional license. Businesses also pay user fees, but often they pay less than they paid before the online option was available. State motor vehicle departments, which consistently deal with heavy volumes of A GROUP 1 RESOURCES, INC. © PAGE 16 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM residents and businesses, have emerged as the most likely agencies to be the first to provide interactive Web -based services. A few are also leading the curve in how those services are changing. There are basically two reasons why governments charge convenience fees. First, companies that equip governments with technology levy a fee on transactions to recoup their investment, so government agencies then charge fees to even things out. Second, governments, like merchants offering an online credit card payment option, impose a fee to pay credit card company surcharges, or interchange fees, typically 2 percent to 3 percent of the transaction amount. A classic example is what happened when Arizona, in a partnership with IBM Corp., posted one of the nation's first online transaction programs in 1997. IBM provided start -up and operational expenses for the state's Web -based vehicle registration renewal (www.servicearizona.com). People were offered instant renewals via the Internet or a telephone interactive voice response system (IVR). To use the online or IVR system, residents had to ante up $6.95 per transaction, which went to IBM. Usage was sluggish at best. "What we saw was a lack of interest," Arizona CIO Art Ranney said. In that first month, the system recorded about 2,500 transactions — Internet and IVR combined. Over the next year, the system averaged about 4,700 transactions a month. Gov. Jane Dee Hull thought it didn't make sense to charge online and IVR customers more than residents who renewed at a Motor Vehicle Division office. Legislators nixed the fee during the 1998 legislative session. The service became fee -free in mid- October 1998. The first month, Internet and IVR transactions jumped to 13,129. The next month, it rose to 17,300. In December 1998, it climbed to 19,486. Since then, usage has climbed steadily, and in December 2000, the MVD recorded 42,755 transactions — more online than by phone. Ranney said there's some real movement across the country to eliminate convenience fees but that they're justified in some cases. For instance, reserving a recreational park area online would be a convenience for a resident, and because it's a low- volume use, he said charging an extra fee would be acceptable. John Kelly, Arizona's former CIO and now Intel Corp.'s government affairs manager, agreed. "I don't think convenience fees are bad or wrong on their face," he said. "They're still appropriate for some enhanced service, but you need to approach it very carefully, and you need a motivated audience." For example, he said if an agency digitized older records that could benefit GROUP 1 RESOURCES, INC. © PAGE 17 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM lawyers, then it's appropriate to add a fee to recoup costs. Jeremy Sharrard, an analyst with Forrester Research, said companies doing Web - based business with governments might not mind paying extra fees because those fees are still cheaper and save companies time compared to getting the information other ways. But he said "user- charged, citizen convenience fees are not long for this world." Sharrard wrote a report titled "Sizing U.S. eGovernment," released in August, that concluded that fees hinder use of state and local sites. "Constituents won't pay extra to conduct marginally more convenient transactions online," the study found. "As a result, Forrester believes that governments will eliminate user - charged fees by 2002." Sharrard said that if governments want site traffic, they're going to have to eliminate fees. 'An Easy Call' Virginia's DMV (www.dmv.state.va.us) is one of the few, if not the only, state agency to offer a discount if residents renew their driver's licenses or vehicle tags via the Internet, mail, fax or touch -tone phone. For license renewal, it's a $1 discount for five years. For tag renewal, it's a $1 discount for a year and $3 for two years. Virginia DMV Commissioner Richard Holcomb said the services debuted in 1999 for free, then the discounts came later. "At no point was there a consideration to [add] a technology fee to our transactions," he said. He said Virginia offered the discounts because it cost only $2 to process a transaction online, by phone, by fax and by mail as opposed to $5 to process a transaction face to face. "It was an easy call," he said. From June 1999 to May 2000, when the Web systems went live for vehicle renewal registrations, the site averaged about 6,700 transactions per month. When the discount was offered in July 2000, it rose to 13,544 transactions. Since then, Web usage has averaged nearly 16,000 transactions monthly. Holcomb said the real benefit is to his department. "We're sort of talking about a reverse paradigm," he said. "We provide a convenience discount because it's more convenient for the DMV to process the transaction by doing it over the Web. It's cheaper and easier for us doing it over the Internet." With Virginia's population increasing, he said the online alternative has also helped save money by helping the state avoid building new DMV offices. Randy Street, executive vice president of sales and marketing for the Atlanta- GROUP 1 RESOURCES, INC. © PAGE 18 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM based EzGov Inc., an e- government provider, said the company charges convenience fees. But he said recently it has seen a "dramatic shift" from the convenience fee - financing model to a software- licensing model. With the software- licensing model, Street said governments pay money to cover how much it costs to clear transactions and/or for a company to store data on its servers. He said governments may be charged more if a greater bandwidth is needed or for more floor space in a hosting facility to store additional hardware. Those costs don't include licensing, hosting and maintenance fees. Street said Riverside County, Calif., and DeKalb County, Ga., used to charge citizens convenience fees for online property taxes, but both counties recently switched to the other model. He said Beaufort County, S.C., launched its online vehicle tax payment with the new model as well. Street said convenience fees made sense for governments interested in experimenting with e- government at low or no cost. But past that stage, he said the potential of e- government increases, and the convenience fee model is a hindrance. Chris Neff, senior director of marketing for Overland Park, Kan. -based NIC, which built and operates 12 state portals, said there's no single funding solution for government. "As far as the trend, our perspective is each government approaches its business differently," he said. In most states, NIC charges convenience fees, usually $1 to $2 per transaction. He said in California and Arizona, officials "out priced" their services and may have been out of touch with their constituencies. "It's in nobody's best interest to out price a convenience fee in the marketplace," he said. Neff said NIC encourages its government clients to form a governing board — which could include representatives from the private sector, government agencies, or other associations and interest groups — "to ensure oversight and independence of the portal and to ensure interest. They own the portal and set all policies." The company also tracks satisfaction rates with online users, he said. For example, an August 2000 online survey of people using Indiana's state portal (www.accessindiana.com) revealed that an overwhelming majority didn't mind being charged convenience fees. "If NIC is out of touch, there's no way we could succeed," he said. Paying to Play Jaye Jordan, Public Technology Inc.'s director of electronic commerce, said that beyond fees, he didn't see any other viable means for governments to fund technology. PTI is the technology support arm for the National League of Cities 1� GROUP 1 RESOURCES, INC. © PAGE 19 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM and other government organizations. "Governments have to get funding somewhere," he said. "If you begin to make it free, then you have to be prepared to fund it." Or you can give customers options. Minnesota's Department of Public Safety, which recently began offering a vehicle registration renewal program developed by EzGov, charges 1.75 percent of the renewal price for people who pay by credit card. EzGov gets the money. But the site also offers another option: an electronic transfer of funds from a checking or savings account. No fee is charged if people choose that option — slightly more popular than using a credit card. Carolyn Purcell, executive director of Texas's Department of Information Resources, said there is no flap about convenience fees in Texas. "We don't hear it in Texas," she said. "And believe me, we care what our citizens think." She cited a June 2000 University of Texas study (www.utexas.edu /research /tipi /reports /dir final2.htm) that found that most people oppose both the use of general tax funds and the sale of government - collected data on individuals to pay for e- government services — they would rather see advertising on screen or pay directly for services. Furthermore, the study found, "e- government does not seem to be in the category of something everyone should have and use, like public education. Rather, it seems as if people perceive it as a value -added service whose costs should be shouldered by its users." Another recent Texas task force state study (www.dir. state .tx.us /egov /report/index.html) found that although other states, such as Pennsylvania, Iowa, Florida and Massachusetts, favor a tax - funded model and do not charge user fees, more than 55 percent of Texans said using tax dollars to support e- government is unacceptable. Phil Barrett, director of e- government in Texas, said the state's model is totally self- funding. KPMG, he said, paid all upfront costs for the entire technology infrastructure, as well as the development and maintenance of the state portal, Texas Online (www.state.tx.us). To recoup its investment, KPMG charges convenience fees. Barrett said the state allows the company to charge fees for some applications but not others. He said the company hopes to break even in three years, after which the company and state would split revenues in half. In deciding to charge a convenience fee, Texas agencies work closely with KPMG to determine whether it's needed and the amount. Then the state's Electronic Government Task Force, representatives from state agencies and governor's appointees from the business, municipal government and civic sectors review it, GROUP 1 RESOURCES, INC. © PAGE 20 OF 21 VILLAGE OF DEERFIELD, ILLINOIS REQUEST FOR QUALIFICATION - ADDENDUM Barrett said. "That's sort of the check and balance to make sure the application going on Texas Online is appropriate, for one, and, if there is a convenience fee, it's at an appropriate level," Barrett said. Over time governments can trim costs as Internet e- commerce increases, but that hasn't happened yet, Purcell said. She said people are getting hung up on convenience fees, forgetting people are getting a service they want. "The people of Texas don't really care whether they register their vehicle with the city, the county or the state. By presenting a sort of seamless base or a seamless front end, it means that a citizen doesn't have to be steeped in knowledge about bureaucratic boundaries," she said. That said, Purcell wouldn't be surprised if the convenience fee situation changed. "In this business, you can almost guarantee it will change," she said. "I fully expect it to morph to stay current with the technology. We'll keep our ear to the ground to that end and provide information to the legislature." A GROUP 1 RESOURCES, INC. © PAGE 21 OF 21