R-21-2012 Res Approving Standard Software License & Services Agreement w/New World SystemsResolution No. R - l >
A Resolution Approving Standard Software License and Services Agreement
with New World Systems
BE IT RESOLVED by the Village President and Board of Trustees of the Village of
Lemont as follows:
SECTION ONE: The Standard Software License and Services Agreement between
the Village of Lemont and New World Systems, attached as Exhibit A and incorporated in its
entirety, is hereby approved.
SECTION TWO: The Mayor and /or Village Administrator are authorized to execute
the Standard Software License and Services Agreement and to make minor changes to the
document prior to execution which do not materially alter the Village's obligations, and to take
any other steps necessary to carry out this resolution.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DUPAGE,
ILLINOIS on this 9th day of April, 2012.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer
Paul Chialdikas
Clifford Miklos
Ron Stapleton
Rick Sniegowski
Jeanette Virgilio
ATTEST:
CHARLENE M. SMOLLEN
Village Clerk
Approving software agreement with New World Systems (00121510) (2)
K. REAVES
President
LIFINew World Systems`
The Public Sector.S'ofltcare C'onrpanp
Document Number: LEMO I2LI D
STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
March 28, 2012
This Standard Software License and Services Agreement which includes the attached Exhibits ( "this Agreement ") is
between New World Systems® Corporation ( "New World "), a Michigan Corporation and the Village of Lemont,
Illinois ( "Customer "). This Agreement sets forth the terms and conditions under which New World will furnish
the Licensed Products and will provide certain services described herein to Customer.
The attached Exhibits include:
Exhibit AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE
Exhibit A LICENSED STANDARD SOFTWARE AND FEES
Exhibit B IMPLEMENTATION AND TRAINING SUPPORT SERVICES
Exhibit C STANDARD SOFTWARE MAINTENANCE AGREEMENT
Exhibit D NON - DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
Exhibit E DEMONSTRATION SITE DISCOUNT
Exhibit F DATA FILE CONVERSION ASSISTANCE
Exhibit G CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
Exhibit H BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD
SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM
SOFTWARE
' Exhibit I DEVELOPMENT SOFTWARE
Exhibit J INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO
CUSTOMER'S RFP SOFTWARE SPECIFICATIONS
By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached
Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us
relating to the matters referenced herein and replaces any prior oral or written representations or
communications between us. Each individual signing below represents that (s)he has the requisite authority
to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary
formalities have been met. If the individual is not so authorized then (s)he assumes personal liability for
compliance under this Agreement.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS® CORPORATION VILLAGE OF LEMONT. ILLINOIS
(Customer)
(New World)
By:
By:�� ---
Ls r D. Leinweber, President Authorized Signature
Date: o2 -2 9--/
By:
Date:
orizea Signature
- -1 z.
tiJILe
Title
h4 V�t1 a 4rc%^41.:4
Title
The "Effective Date" of this Agreement is the latter of the two dates in the above signature block.
Corporate: 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084 - 4749.248- 269 -1000 • www.newworldsystems.com
LEMO I2LID 0328 (12L1F -0328) Executable
DEFINITIONS
The following terms as defined below are used throughout this Agreement:
1. "Authorized Copies ":
Except as provided in subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the
copies of each application software package defined in this Paragraph. They are:
(i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this
Agreement; and
(ii) any additional copies made by Customer as authorized in subparagraph 1.2.
2. `An Authorized User/Workstation ":
Subject to the number of users specified in Exhibit A, any PC workstation that is connected to access the Licensed Software resident
on Computer and that may be logged on to access the programs, interfaces, data, or files created and/or maintained by the Licensed
Software.
3. "Computer ":
The .NET Server(s) to be located at:
Village of Lemont
418 Main Street
Lemont, IL 60439
Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten
(10) days of the Effective Date, whichever is later. If the Computer is to be relocated or replaced, Customer shall notify New World
of the new location in writing prior to the relocation.
4. "Confidential Information":
Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as
"Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any
information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is
publicly disclosed either prior or subsequent to the other party's receipt of such information, or is rightfully received by the other party
from a third party without obligation of confidence.
5. "Customer Liaison":
A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten
(10) days of the Effective Date, Customer shall notify New World of the name of the Customer Liaison.
6. "Delivery of Licensed Standard Software":
Licensed Standard Software will be delivered in a machine readable form to Customer via an agreed upon network connection, or on
appropriate media if requested, as soon as the software is available after the Effective Date.
7. "Development Software ":
Standard application software currently under development by New World which, if applicable, will be completed and delivered to
Customer as Licensed Standard Software when available.
8. "Hourly Rate ":
As described in this Agreement, New World shall provide services to Customer at the rate of $140/hour. The hourly rate is protected
for 12 months after the Effective Date, at which time the hourly rate shall be the then - current New World hourly rate.
9. "Installation of Licensed Standard Software":
Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the
earlier of:
(a) the transfer or loading of the Licensed Standard Software onto a Customer server or computer, or
(b) thirty (30) days after delivery of the Licensed Standard Software.
10. "Licensed Custom Software ":
Any software (programs or portions of programs) developed by New World specifically for Customer's own use.
11. "Licensed Documentation":
New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions
relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials).
12. "Licensed Products ":
The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing.
13. "Licensed Software ":
The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement.
14. `Licensed Standard Software ":
The current version of New World standard and development application software package(s) (in machine readable code) listed in
Exhibit A.
15. "SSMA ":
The New World Standard Software Maintenance Agreement as set forth in Exhibit C.
16. "Travel Expenses ":
All actual and reasonable travel expenses incurred by New World for trips relating to this project, including but not limited to, airfare,
rental car, lodging, mileage, parking/tolls, and daily per diem expenses. Customer may elect to provide New World with favorably
negotiated hotel rates.
17. "Travel Time ":
Actual New World employee travel time billed at the Hourly Rate up to, but not exceeding, four (4) hours per each trip relating to this
project.
18. "Upgrades ":
Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C
of this Agreement and released after the execution of this Agreement.
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GENERAL TERMS AND CONDITIONS
1.0 SINGLE USE LICENSE
1.1 New World grants Customer a nontransferable, nonexclusive, and non - assignable license to use the
Licensed Software only on the Computer and only for its internal processing needs. Customer shall
have the right and license to use, enhance, or modify the Licensed Software only for Customer's own
use and only on the Computer and only on an authorized workstation. New World will deliver to
Customer one copy of each application of the Licensed Software (in machine readable form
compatible with the specified operating environment) and one copy of the related Licensed
Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable
custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products
and shall return them to New World.
1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two
(2) back -up copies on magnetic media of each application of the Licensed Software and one back -up
copy of the related Licensed Documentation. These Authorized Copies may be stored as defined
above so long as they are kept in a location secure from unauthorized use. Customer or anyone
obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to
any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This
restriction on making and distributing the Licensed Products or copies of any Licensed Product,
includes without limitation, copies of the following:
(i) Program libraries, either source or object code;
(ii) Operating control language;
(iii) Test data, sample files, or file layouts;
(iv) Program listings; and
(v) Licensed Documentation.
1.3 Upon written request by Customer, and with written permission by New World, additional
Authorized Copies may be made for Customer's internal use only.
2.0 OWNERSHIP
2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest
therein, remain the sole property of New World or its licensors, and Customer shall obtain no right,
title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive,
nontransferable, non - assignable license to use the Licensed Products as restricted herein.
2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included
in this license. New World shall have the right to use any data processing ideas, techniques, concepts,
and/or know -how acquired by it in the performance of services under this Agreement including the
development of Licensed Custom Software for the advancement of its own technical expertise and the
performance of other Software License and Service Agreements or any other applicable agreements.
New World shall have, without restriction, the right to use all programs, procedures, information, and
techniques that are publicly available, obtained or obtainable from third parties and/or developed
independently by New World without specific reference to Customer's organization.
3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE
3.1 New World provides software correction service and maintenance for the Licensed Standard Software
during the term of Customer's SSMA. See Exhibit C for a description of the SSMA start date and
term, the services available and the applicable fees and procedures.
4.0 WARRANTIES
4.1 New World warrants, for Customer's benefit only, that the Licensed Standard Software will perform
as specified in its user manuals based on the then - current release of the Licensed Standard Software.
4.2 New World warrants, for Customer's benefit only, that it possesses the necessary intellectual rights to
license to Customer the Licensed Standard Software provided hereunder.
4.3 New World warrants, for Customer's benefit only, that the items coded yes in the Response to
Customer's RFP will be met as described in Exhibit J.
The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than
New World. Except as described in Section 4.3 above, New World does not warrant that the features or
functions of the Licensed Software will meet Customer's requirements or in any combination or use
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Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS
SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED
TO, THE LICENSED PRODUCTS' CONDITION, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
5.0 INSTALLATION AND TRAINING SUPPORT SERVICES
5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available
to Customer qualified representative(s) who will provide installation and training support services for
each application of the Licensed Software delivered. See Exhibit B for a description of the services
provided and the applicable fees and procedures.
6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES
The successful implementation of the Licensed Products into Customer's environment requires Customer's
commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the
following:
6.1 Customer understands that the Licensed Software is designed to run in a specified operating
environment which includes hardware, software and related equipment not provided by New World.
Customer is responsible for assuring that the appropriate hardware equipment, related components
and all cabling are installed timely and are suitable for the successful installation of the Licensed
Software.
6.2 Customer agrees to provide the management interface and support necessary to successfully complete
the implementation of the Licensed Software. This support includes upper level management priority
setting and timely involvement during and after a change in Customer's organization, Customer's
operations and/or after changes in Customer's internal policies or procedures which directly affect the
software implementation.
6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of
the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons
beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible.
New World is not responsible for any delay caused directly or indirectly by the reassignment of the
Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall:
(i) provide timely answers to New World's requests for information;
(ii) coordinate a mutually agreeable implementation and training schedule;
(iii) identify the person that has authority to sign for and obligate. Customer to any matters
relating to service requests, design documents, performance test documents and/or delivery
and service dates;
(iv) in situations where Customer participation is required, provide timely input for systems
definition, detail design, and use of the software system.
6.4 Customer is responsible for creating and maintaining its master files, tables and the like which
includes accurate data entry, accurate file editing and overall file control to assure successful systems
performance.
6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed
Software and to interpret the output. Applying the output information in Customer's environment is
Customer's sole responsibility.
7.0 BILLING AND ADDITIONAL AUTHORIZED WORKSTATION CHARGES
7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made
under this Agreement. The amounts shall be paid in accordance with the Illinois Local Government
Prompt Payment Act, 50 ILCS 505/1 et. seq.. To the extent Customer imposes additional
requirements on New World for services other than those expressly provided in this Agreement, New
World retains the right to make additional price adjustments and/or any other adjustments that may be
necessitated. Before performing these additional services, New World will notify Customer that the
services are subject to additional charge(s).
7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software,
Customer agrees to pay the additional License fees at the then current software prices in effect.
SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next
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annual billing date after the additional workstations and/or Licensed Standard software is added, or as
specified in the future contract. With said payments, the license provided in Paragraph 1.0 permits
Customer's use of the Licensed Software for the specified workstations.
7.3 Customer shall notify New World if additional authorized workstations need to be added to access
the Licensed Software and will pay the additional authorized workstation fees promptly when
invoiced.
7.4 Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer
and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an
exemption certificate must be submitted to New World.
8.0 NON - RECRUITMENT OF PERSONNEL
8.1 During, and for a period of twenty -four (24) months after the expiration of, the Standard Software
Maintenance Agreement and/or any renewal maintenance agreement, each party agrees not to solicit or
hire current or former employees of the other without the other's prior written consent.
9.0 CONFIDENTIAL INFORMATION / NON - DISCLOSURE AGREEMENT
9.1 Subject to the requirements of the Illinois Freedom of Information Act (FOIA) and/or other
comparable applicable state law, each party shall hold all Confidential Information in trust and
confidence for the party claiming confidentiality and shall use the following procedure in the event of a
FOIA request:
(i) Upon receiving a FOIA request, Customer shall notify New World of such within five (5)
days of receipt of the request.
(ii) Within five (5) days of receipt of the notice described in Section 9.1 (i), New World shall
provide Customer with New World's determination of whether the documents requested
are subject to disclosure under FOIA. If New World believes that the documents are
subject to disclosure, New World will provide those documents to Customer within five
(5) days of receipt of the notice described in Section 9.1 (i). If New World believes the
information is not subject to disclosure, it shall provide Customer with the specific
exception under FOIA New World believes supports its determination.
(iii) Upon receiving New World's determination, Customer shall then respond to the public
records request in compliance with FOIA.
(iv) If the requestor challenges Customer's determination, then New World shall be
responsible for defending Customer from any damages or remedies sought in FOIA and
shall seek any appropriate legal and/or equitable relief to protect against disclosure at its
sole cost.
9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information
and proprietary to New World. In addition to the other restrictions set forth elsewhere in this
Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures
to safeguard New World's proprietary rights in the Licensed Products, including without limitation the
following measures:
(i) Customer shall only permit access to the Licensed Products to those employees who
require access and only to the extent necessary to perform Customer's internal processing
needs.
(ii) With respect to agents or third parties, Customer shall permit access to the Licensed
Products only after New World has received, approved and returned a fully executed Non -
Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to
reasonably refuse access to a third party after it has evaluated the request. Customer
agrees to provide information reasonably requested by New World to assist New World in
evaluating Customer's request to permit third party access to the Licensed Products.
(iii) Customer shall cooperate with New World in the enforcement of the conditions set forth
in the attached Non - Disclosure Agreement or any other reasonable restrictions New World
may specify in writing in order to permit access;
(iv) Customer shall not permit removal of copyright or confidentiality labels or notifications
from its proprietary materials; and
(v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed
Software.
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9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or
otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of a breach or threatened breach of this
paragraph 9.0 on Confidentiality and Non - Disclosure without the requirement of posting a bond or
proof of injury as a condition for the relief sought.
10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES
New World's entire liability and Customer's exclusive remedies are set forth below:
10.1 For any claim relating to the non - conformance or imperfection of any licensed software provided
under this Agreement, New World will correct the defect so that it conforms to the warranties set
forth in subparagraph 4.1; or if after three attempts to correct the non - conformity, New World is
unable to correct the non - conformity, then Customer may recover its actual damages subject to the
limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with
this Agreement, Customer may recover its actual damages subject to the limits set forth in
subparagraph 10.2 below.
10.2 New World's total liability to Customer for all claims relating to the Licensed Products and this
Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall
be limited to Customer's actual damages and in no event shall New World's liability exceed the
Exhibit A Licensed Standard Software fees paid to New World.
10.3 Neither party shall be liable for any special, indirect, incidental, punitive, exemplary, or consequential
damages, including loss of profits or costs of cover, arising from or related to a breach of this
Agreement or any order or the operation or use of the Licensed Products including such damages,
without limitation, as damages arising from loss of data or programming, loss of revenue or profits,
failure to realize savings or other benefits, damage to equipment, and claims against a party by any
third person, even if the other party has been advised of the possibility of such damages. Either party's
liability for any form of action shall only apply after any and all appropriate insurance coverage has
been exhausted.
10.4 If it is determined that a limitation of liability or a remedy contained herein fails of its essential
purpose, then the parties agree that the exclusion of incidental, consequential, special, indirect,
punitive, and/or exemplary damages is still effective.
11.0 INTEGRATION WITH U.S. COPYRIGHT ACT
11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by
and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976,
U.S.C. Sections 101 -810 (1976) as amended). If a provision of the U.S. Copyright Act and this
Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the
more restrictive, then the provision within this Agreement shall apply.
12.0 INDEPENDENT CONTRACTOR
12.1 New World is an independent contractor. The personnel of one party shall not in any way be
considered agents or employees of the other. To the extent provided for by law, each party shall be
responsible for the acts of its own employees.
12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel.
13.0 INSURANCE REQUIREMENTS
New World shall not commence work under this Agreement until it has obtained the insurance required
under this paragraph. New World shall procure said insurance within one business day after the Effective
Date.
13.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this
Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be
performed.
13.2 Liability and Property Insurance — Comprehensive Form: New World shall procure and maintain
during the term of this Agreement, Liability and Property Damage Insurance in an amount not less
than $1,000,000 on account for each accident; and in an amount not less than $1,000,000 for each
accident for damage to property.
13.3 Automobile Liability Insurance: New World shall procure and maintain during the term of this
Agreement, Hired and Non - Ownership Motor Vehicle Bodily Injury and Property Damage Insurance
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in an amount not less than $1,000,000 for injuries, including accidental death, to each person; and,
subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and
in an amount not less than $1,000,000 on account for each accident for damage to property, provided
however that the combined single limit for all automotive related claims shall not exceed $1,000,000.
14.0 DISPUTE RESOLUTION BY ARBITRATION
14.1 Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be
settled in arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Judgment upon any award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
14.2 Before a demand for arbitration may be filed by either party, the management of both parties shall have
met at least two times in face -to -face meetings in a good -faith effort to resolve any dispute or
controversy through normal business management practices. Unless otherwise agreed to in writing, a
minimum of one meeting shall take place at each party's home office location.
14.3 The arbitrator(s) shall have no power or authority to add to or detract from this Agreement. The
arbitrator(s) shall have no authority to award damages over and above those provided for in this
Agreement and in any event shall not exceed the limitations set forth in subparagraph 10.2, even if the
remedy or limitation of liability provisions set forth in this Agreement shall for any reason whatsoever
be held unenforceable or inapplicable.
14.4 Each party shall bear its own costs in preparing for and conducting arbitration, except that the joint
costs, if any, of the actual arbitration proceeding shall be shared equally by the parties.
14.5 In the event that a controversy or claim arising out of or relating to this Agreement, or breach thereof,
is heard or otherwise prosecuted in court, the parties hereby unconditionally waive their respective
rights to a jury trial of any such controversy or claim.
15.0 TERMINATION
15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with
the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90)
days written notice as follows:
(i) The termination notice shall provide a detailed description (with examples) of any warranty
defects claimed;
(ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty
defects in order to satisfy the terms of this Agreement;
(iii) During the ninety (90) day cure period, Customer shall apply sound management practices
and use its best efforts to resolve any issues or obstacles;
(iv) At the end of ninety (90) days unless the termination has been revoked in writing by
Customer, the Agreement terminates.
15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if
Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those
outlined in. Paragraph 6.0, then New World may at its option terminate this Agreement with written
notice as follows:
(i) The termination notice shall define the reason for termination;
(ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer
shall have fourteen (14) days from receipt of said notice to make payment in full for all
outstanding invoiced payments due;
(iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities,
Customer shall have ninety (90) days from receipt of said notice to correct any actual
deficiencies in order to satisfy the terms of this Agreement;
(iv) During the applicable cure period, New World will use sound management practices and its
best efforts to resolve any issues or obstacles;
(v) At the end of the applicable cure period, unless the termination has been revoked in writing by
New World, the Agreement terminates.
15.3 In the event of termination by either party, New World shall continue to provide its services, as
previously scheduled, through the termination date and the Customer shall continue to pay all fees and
charges incurred through the termination date as provided in the attached Exhibits.
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15.4 Upon termination, Customer shall return to New World all Licensed Products, including any copies
provided to or created by Customer under this Agreement notwithstanding the Customer may seek
any damages through Section 14.
15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a
claim for damages.
15.6 The Terms and Conditions relating to ownership, warranties, non - recruitment of personnel,
confidentiality and non - disclosure, limitation of liability and recoverable damages, Copyright Act,
dispute resolution and the General provisions (18.0), survive termination.
16.0 PATENT AND TRADEMARK INDEMNIFICATION
New World agrees to indemnify and save the Customer harmless from and against any and all judgments,
suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged
infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant
to this Agreement, provided that Customer has notified New World in writing of such allegation within
thirty (30) days of the date upon which the Customer first receives notice thereof. New World's obligation
to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out
of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed
Standard Software not specifically authorized by this Agreement.
17.0 NOTICES
17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the
business address of the Customer.
17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the
following address (or to any other address so specified by New World):
New World Systems Corporation
888 West Big Beaver, Suite 600
Troy, Michigan 48084
Attention: President
18.0 GENERAL
18.1 This Agreement is the entire agreement between the parties superseding all other communications,
written or oral, between the parties relating to the subject matter of this Agreement. This Agreement
may be amended or modified only in writing signed by both parties.
18.2 This Agreement is governed by the laws of the State of Illinois and it shall be binding on the
successors and assigns of the parties.
18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or
any other provision of this Agreement.
18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered
hereunder, may be brought by either party more than two (2) years after the cause of action has
accrued.
18.5 The paragraph headings which appear herein are included solely for convenience and shall not be used
in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or
otherwise unenforceable shall not affect the other provisions, which other provisions remain in full
force and effect.
18.6 This Agreement is entered into solely for the benefit of New World and Customer. No third party
shall have the right to make any claim or assert any right under it, and no third party shall be deemed a
beneficiary of this Agreement.
18.7 Notwithstanding anything contained herein to the contrary, these terms and conditions may be
extended to other public entities for purchase of the license and/or services described under this
Agreement. To the extent they are required, the parties shall execute any requisite cooperative
agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no
authority, liability, or obligation on behalf of any other public entity that may use this Agreement for
any such purchase.
18.8 Other integrated licensed software and services from New World may be purchased by Customer
under the terms and conditions of this Agreement.
18.9 This Agreement shall not be assignable or transferrable by either party hereto.
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EXHIBIT AA
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
I. Total Cost Summary: Licensed Standard Software, Implementation Services, And Third Party Products
DESCRIPTION OF COST COST
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $179,000
1. Licensed Standard Software $356,000
2. Less Demonstration Site Discount
(177,000)
B. IMPLEMENTATION SERVICES 173,000
1. PROJECT MANAGEMENT as further described in Exhibit B
2. INTERFACE INSTALLATION SERVICES as further described in Exhibit B
3. IMPLEMENTATION AND TRAINING SERVICES as further described in Exhibit B
4. OTHER IMPLEMENTATION SERVICES as further described in Exhibit B
5. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F
6. CUSTOM SOFTWARE /MODIFICATION SERVICES as further described in Exhibit G
C. DEVELOPMENT SOFTWARE 9,000
1. DEVELOPMENT SOFTWARE as further described in Exhibit I
ONE TIME PROJECT COST: S361,000
D. TRAVEL EXPENSES (Estimate) — billed as incurred $30,000
E. STANDARD SOFTWARE MAINTENANCE SERVICES — the services are further detailed in Exhibit C.
F. BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE $28,000
ENHANCEMENTS / MODIFICATIONS AND /OR CUSTOM SOFTWARE
As further described in Exhibit H
PRICING ASSUMES CONTRACT EXECUTION BY MARCH 30, 2012.
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Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE
II. Payments for Licensed Standard Software, Implementation Services, and Third Party Products
DESCRIPTION OF PAYMENT PAYMENT
A. LICENSED STANDARD SOFTWARE $179,000
1. Amount invoiced upon Effective Date (40 %) $71,600
2. Amount invoiced 180 days after Effective Date (30 %) 53,700
3. Amount invoiced 365 days after Effective Date (30 %) 53,700
B. IMPLEMENTATION SERVICES 173,000
1. Amount invoiced upon the Effective Date (25 %) $43,250
2. Amount invoiced 90 days after the Effective Date (20 %) 34,600
3. Amount invoiced 180 days after the Effective Date (20 %) 34,600
4. Amount invoiced 365 days after the Effective Date (20 %) 34,600
5. Amount invoiced upon project completion or 540 days after the Effective 25,950
Date, whichever comes first (15 %)
C. DEVELOPMENT SOFTWARE 9,000
1. Amount invoiced upon the Effective Date (50 %) $4,500
2. Amount invoiced upon delivery of Licensed Software (50 %) 4,500
ONE TIME PAYMENTS $361,000
D. TRAVEL EXPENSES ( *Estimate)
(These expenses are billed as incurred)
1. 25 trips are anticipated
2. Travel Time for the estimated 25 trips is included in this estimate
E. STANDARD SOFTWARE MAINTENANCE SERVICES — as further detailed in Exhibit C
F. BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE
ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE as further
described in Exhibit H
$30,000*
$28,000
ALL PAYMENTS SHALL BE PAID IN ACCORDANCE WITH THE ILLINOIS LOCAL GOVERNMENT
PROMPT PAYMENT ACT, 50 ILCS 505/1 ET. SEQ.
Billings are applied ratably to each deliverable included under the total one -time cost If any deliverable is subject
to sales tax, the tax will be calculated and added as applicable to each billing.
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EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
License Fee for Licensed Standard Software And Documentation Selected By Customer;
ITEM
IOc,( \I I I \ \I)111I) 11'1'1 It 1111) \ )I I \\ \I I
DESCRIPTION INVESTMENT
FINANCIAL MANAGEMENT
1. Logos.NET Financial Management Base Suite
- General Ledger
- Budget Management
- Annual Budget Preparation
- Accounts Payable
- Revenue /Cash Receipting
2. Logos.NET Additional Financial Management Software
- Asset Management
- Project Accounting
- Misc. Billing & Receivables
- Government (GASB) Reporting
- Bank Reconciliation
- Work Orders
3. Logos.NET Procurement Management Suite
- Purchasing Base
- Contract Accounting
PAYROLL & HUMAN RESOURCES SUITE
4. Logos.NET Human Resources Management Base Suite
- Payroll Processing
- Personnel Management
- Position Control
5. Logos.NET Human Resources
- Employee Event Tracking
6. Logos.NET Benefits Management
- Benefits Administration
7. Logos.NET Additional Payroll & HR Modules
- Applicant Tracking
- Position Budgeting
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UTILITY MANAGEMENT SUITE
8. Logos.NET Utility Management Software
- Water /Sewer /Refuse Base Package
9. Logos.NET Additional Utility Management Modules
- Automatic Meter Read (AMR) Interface S
- Meter and Device Inventory
- Service Order Processing
COMMUNITY DEVELOPMENT SUITE
10. Logos.NET Community Development Software
- Business Licensing
- Parcel Management
- Project Planning
- Permits
- Municipal Inspections
- Code Enforcement
- Requests for Services Tracking
11. Logos.NET Additional Community Development Modules
- GIS Integration 6
- Community Development
Business Licensing (4 screens)
Parcel Management (7 screens)
Permits (2 screens)
Municipal Inspections (4 screens)
Code Enforcement (3 screens)
Requests for Services Tracking (1 screen)
eSUITE9
12. eSuite Base Software
13. eFinance
- ePayments
14. eHR
- eEmployee
- eTimesheets
- eBenefits Administration
- eRecruit
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15. eCommunity
- ePermits
- eLicense
- eRequest
16. eUtility
- eUtilities
BUSINESS ANALYTICS
17. Finance Analytics
- Includes 6 users
18. Human Resource /Payroll Analytics
- Includes 6 users
19. Utility Management Analytics
- Includes 6 users
20. Community Development Analytics
- Includes 6 users
AUTHORIZED USERS
21. Site License for up to 60 Authorized Users 4
NEW WORLD STANDARD SOFTWARE LICENSE FEE
LESS DEMONSTRATION SITE DISCOUNT
$356,000
(177,000)
IOI \I '-OI I \\ \Ill I I( I \`,I 1 I I I '.Ii111)
Note: A Site License is included for this solution. This Site License entitles the Village of Lemont, IL, to
60 users authorized users for the Standard Software licensed in Exhibit A, to be divided up between
applications. The Site License is available to only the affiliated Public Administration agencies within the
Village of Lemont, IL.
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Exhibit A / LICENSED STANDARD SOFTWARE AND FEES
2
3
ENDNOTES
Personal Computers must meet the minimum hardware requirements for New World Systems' Logos.NET
product. Microsoft Windows XP or greater with IE 7.0 or greater is the required operating systems for all client
machines. Windows 2008 Server is required for the Application Server(s), Web Server(s) and Database Server.
Microsoft SQL Server 2008 is required for the Database Server.
New World Systems' Logos.NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server
2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC)
licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by
New World Systems.
Suggested minimum: 100MB Ethernet Network. 10MB CATS Ethernet Network may have less than adequate
response time. Further consultation would be required to assess your network.
Additional cost per group of S for authorized users is $5,000.
S Currently supports interfaces to Sensus /Rockwell, Neptune, Itron, Radix, Syscon and Schlumberger devices.
Technical assurance must be obtained to verify the Business Partner's software/hardware release level
interface requirements.
6
7
GIS integration currently supports either ESRI's ArcIMS or ArcGIS Server software; the ArcIMS and ArcGIS
Server software and any services related to the installation and setup of ArcIMS or ArcGIS are not included in
this proposal. The ArcIMS or ArcGIS Server software would need to be purchased, installed and setup
separately.
Prices assume that all software proposed is licensed.
8 Licensed Software, and third party software embedded therein, if any, will be delivered in a machine readable
form to Customer via an agreed upon network connection. Any taxes or fees imposed are the responsibility of
the purchaser and will be remitted when imposed.
9
eSUITE Licenses are unlimited and not subject to the number of users defined in Exhibit A.
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Exhibit A / OPTIONAL LICENSED STANDARD SOFTWARE AND FEES
Optional Licensed Standard Software Pricing
Customer may license the following software modules at the indicated current list prices for up to one (1) year from
the date of execution of this Agreement.
OPTIONAL SOFTWARE MODULES
ITEM
1(r(,O.. \I 1 til \\I) \121) \I'I'I I( \1lO \'()l l \\ \RI
DESCRIPTION
INVESTMENT
FINANCIAL MANAGEMENT
1. Logos.NET Additional Financial Management Software
- Grant Management
2. Expanded Revenue Collections
- 3rd Party Receivables Interface (Batch)
- PC Cash Register Interface
3. Logos.NET Procurement Management Suite
- Requisition Processing
- Inventory Management
PAYROLL & HUMAN RESOURCES SUITE
4. Logos.NET Human Resources
- Personnel Action Processing
5. Logos.NET Benefits Management
- COBRA Billing Administration
- Workers Compensation Administration
COMMUNITY DEVELOPMENT SUITE
6. Logos.NET Community Development Software
- Animal Licensing
7 Logos.NET Additional Community Development Modules
- GIS Integration 4
- Utility Billing
Base Package (3 screens)
Meter Inventory (1 screen)
Service Order Processing (4 screens)
- Financial Management
Asset Management (2 screens)
Work Orders (1 screen)
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eSUITE
8. eFinance
- eSupplier
2
3
Note: The above software modules vary in cost from $4,000 to $11,000 each. Training and Support
Services cost as well as Maintenance (SSMA) costs for these optional modules are not included.
ENDNOTES
Personal Computers must meet the minimum hardware requirements for New World Systems' Logos.NET
product. Microsoft Windows XP or greater with IE 7.0 or greater is the required operating systems for all client
machines. Windows 2008 Server is required for the Application Server(s), Web Server(s) and Database Server.
Microsoft SQL Server 2008 is required for the Database Server.
New World Systems' Logos.NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server
2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC)
licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by
New World Systems.
Suggested minimum: 100MB Ethernet Network. 10MB CATS Ethernet Network may have less than adequate
response time. Further consultation would be required to assess your network.
' GIS integration currently supports either ESRPs ArcIMS or ArcGIS Server software; the ArcIMS and ArcGIS
Server software and any services related to the installation and setup of ArcIMS or ArcGIS are not included in
this proposal. The ArcIMS or ArcGIS Server software would need to be purchased, installed and setup
separately.
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EXHIBIT B
PROJECT MANAGEMENT, IMPLEMENTATION AND
TRAINING SUPPORT SERVICES
1. Project Management Services
New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A
software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan
with Customer's management and the Customer Liaison. Project Management Services include:
a) a summary level Implementation Plan;
b) a detail level Implementation Plan;
c) revised Implementation Plans (if required);
d) monthly project status reports; and
e) project status meetings
• a project review (kickoff) meeting at Customer's location
• progress status meeting(s) will occur during implementation via telephone conference or at
Customer's location; and
• a project close -out meeting at Customer's location to conclude the project.
The implementation services fees described in Exhibit AA include Project Management fees for a period up to 15
months after the Effective Date unless there is delay caused solely by New World, then the service fees described in
Exhibit AA will cover the completion of the project.
2. Pre - Configured Logos Licensed Standard Software:
This Agreement is based on installing Licensed Standard Software with a pre - configured implementation plan to
execute your project. Through a coordinated effort involving your staff, this approach will streamline and simplify
implementation of the proposed applications.
Based on New World's experience with other customers of similar size and staffing resources such as yours, the
Licensed Standard Software will be installed with portions of the Licensed Standard Software using pre - configured
implementation procedures to include:
• some tables and validation sets will be pre - defined
• some files will be pre - defined
• Some optional set -up decisions will be standardized based on best practices for local government
Early in your implementation plan, your New World Project Manager will review the standard software
components and project plan with your management team. At that time, you may elect to continue with the pre -
configured implementation plan or switch to a standard implementation approach. Under the standard approach, the
cost of implementation will increase. In summary, New World has found the pre - configured implementation plan
to be beneficial for agencies of your size that have similar applications to those proposed for your organization.
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Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES
3. Implementation and Training Support Hours Recommended
It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit
A to insure successful implementation of and training on each application package. Based on the Licensed Standard
Software listed on Exhibit A, up to 700 hours of New World implementation and training support services have
been allocated for this project. Excess hours requested shall be billed at the Hourly Rate; unused hours (if any) may
be applied to future New World projects. Avoiding or minimizing custom or modified features will aid in keeping
the support costs to the amount allocated. Customer agrees to reimburse New World for support trips canceled by
Customer less than ten (10) days before the scheduled start date to cover New World's out -of- pocket costs and lost
revenues. The recommended implementation and training support services include:
a) implementation of each package of Licensed Standard Software; and
b) Customer training and/or assistance in testing for each package of Licensed Standard Software.
The project management, implementation and training support services provided by New World may be performed
at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project
management are performed in Troy by New World).
4. Interface Installation Service
New World shall provide interface installation services as described in this paragraph below. These services do not
include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever
possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on -site
installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The
services include the following interfaces.
a) Bank Reconciliation
b) AMR Interface
5. Hardware Ouality Assurance Service
New World shall provide Hardware Systems Assurance of Customer's Logos.NET server(s). These services do
not include hardware and/or third party product costs which shall be Customer's responsibility, if required.
Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-
site installation is required, Customer will be responsible for the actual travel expenses and time.
a) Hardware Quality Assurance Services (Standard) Environment:
Hardware Systems Assurance and Software Installation:
Assist with High Level System Design/Layout
- Validate Hardware Configuration and System Specifications
Validate Network Requirements, including Windows Domain
Physical Installation of New World Application Servers
Install Operating System and Apply Updates
Install SQL Server and Apply Updates
- Install New World Applications Software and Apply Updates
Establish Base SQL Database Structure
Install Anti-Virus Software and Configure Exclusions
Install Automated Backup Software and Configure Backup Routines
Configure System for Electronic Customer Support (i.e. NetMeeting)
Tune System Performance Including Operating System and SQL Resources
- Test High Availability/Disaster Recovery Scenarios (if applicable)
- Provide Basic System Administrator Training and Knowledge Transfer
- Document Installation Process and System Configuration
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Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES
6. Additional Services Available
Other New World services may be required or requested for the following:
a) additional software training;
b) tailoring of Licensed Standard Software by. New World technical staff and/or consultation with
New World technical staff;
c) New World consultation with other vendors or third parties;
d) modifying the Licensed Standard Software;
e) designing and programming Licensed Custom Software; and
1) maintaining modified Licensed Standard Software and/or custom software.
Customer may request these additional services in writing using New World's Request For Service (RFS)
procedure (or other appropriate procedures mutually agreed upon by Customer and New World and will be
provided at the Hourly Rate).
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EXHIBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT (SSMA)
This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets forth the
standard software maintenance support services provided by New World.
1. SSMA Period
This SSMA shall remain in effect for a term of five (5) years (the SSMA term) beginning on the delivery of
Licensed Standard Software ( "Start Date ") and ending on the same calendar date at the conclusion of the SSMA
term. New World shall provide Customer no- charge SSMA for a period of 365 days from the Start Date.
2. Services Included
New World shall provide the following services during the SSMA term.
a) upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed
Standard Software application packages are supported no longer than nine (9) months after a new
release is announced by New World);
b) temporary fixes to Licensed Standard Software (see paragraph 6 below);
c) revisions to Licensed Documentation;
d) reasonable telephone support for Licensed Standard Software on Monday through Friday from
8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and
e) invitation to and participation in user group meetings.
Items a, b, and c above will be distributed to Customer by electronic means.
Additional support services are available as requested by Customer at the Hourly Rate.
3. Maintenance for Modified Licensed Standard Software and Custom Software
Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,
these changes or modifications (no matter who makes them) make the modified Licensed Standard Software
more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or
Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then
the additional New World maintenance or support services provided shall be billed at the Hourly Rate.
4. Billin¢
Maintenance costs will be billed annually.
5. Additions of Software to Maintenance Agreement
Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after
delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the
remainder of the maintenance year and on a full year basis thereafter.
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Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT
6. Requests for Software Correction on Licensed Standard Software
At any time during the SSMA term, if Customer believes that the Licensed Standard Software does not conform to
the warranties provided under this Agreement, Customer must notify New World in writing that there is a claimed
defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it
must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must
accompany each notice. New World will review the documented notice and when a feature or report does not
conform to the published specifications, New World will provide software correction service at no charge. A non-
warranty request is handled as a billable Request For Service (RFS) provided at the Hourly Rate.
The no- charge software correction service does not apply to any of the following:
a) situations where the Licensed Standard Software has been changed by anyone other than New
World personnel;
b) situations where Customer's use or operations error causes incorrect information or reports to be
generated; and
c) requests that go beyond the scope of the specifications set forth in the current User Manuals.
7. Maintenance Costs for Licensed Standard Software Packages Covered for .NET Server(s)
New World agrees to provide software maintenance at the costs listed below for the New World Licensed Standard
Software packages described in Exhibit A.
Annual Maintenance Cost
Year 1 No charge
Year 2 $48,000
Year 3 48,000
Year 4 48,000
Year 5 48,000
For a comparable range of services including but not limited to the services provided in Exhibit C, Section 2, New
World agrees that the increase in the annual maintenance cost for years 6 through 10 shall not exceed 5% per year
over the prior year.
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EXHIBIT D
NEW WORLD SYSTEMS CORPORATION
NON - DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
This Agreement, when accepted and executed by New World, grants the undersigned the permission to use and/or have limited
access to the New World Systems® Corporation (New World) Licensed Products.
Installed At: Village of Lemont Located At: 418 Main Street
Customer Name Lemont, IL 60439
Authorized Signature of Customer:
Name (Please Print or Type)
Title Signature
In exchange for the permission to use or have access to the New World Licensed Products, the organization and individual
whose names appear below, agree to the following:
1. No copies in any form will be made of the New World Licensed Products without the expressed written consent 'of New
World's President, including without limitation, the following:
a) Program Libraries, whether source code or object code;
b) Operating Control Language;
c) Test or Sample Files;
d) Program Listings;
e) Record Layouts;
f) All written confidential or proprietary information originating from New World including without
limitation, documentation, such as user manuals and/or system manuals; and/or
g) All New World Product Bulletins and/or other New World Product related materials.
2. New World software, New World documentation, or other proprietary or confidential information shall not be used for
any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard
Software License and Services Agreement with New World,
3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate
remedies available to New World.
Agreed and Accepted by Third Party (Organization) Agreed and Accepted by Third Party (Individual)
Organization: Individual:
By: By:
Title: Title:
Date: Date:
Accepted and Approved by New World Systems Corp.
By:
Title:
Date:
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EXHIBIT E
DEMONSTRATION SITE DISCOUNT
New World has provided Customer a significant discount in exchange for the privilege of using Customer's site
for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer
agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a
reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a
demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively
participate in any type of marketing and advertising campaign for or on behalf of New World.
Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the
interruption to Customer's operations. New World will provide Customer reasonable notice for preparation.
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EXHIBIT F
DATA FILE CONVERSION ASSISTANCE
New World will provide conversion assistance to Customer to help convert the existing data files specified below.
If additional files are identified after the contract execution, estimates will be provided to Customer prior to New
World beginning work on those newly identified files.
1. General
a) This conversion effort includes data coming from one unique data source, not multiple sources.
b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion
effort. Data cleansing, removal of duplicate records, and editing must take place through
reasonable efforts by Customer prior to providing the data to New World
2. New World Responsibilities
a) New World will provide Customer with a conversion design document for signoff prior to
beginning development work on the data conversion. No conversion programming by New
World will commence until Customer approves this document.
b) New World will provide the data conversion programs to convert Customers data from a single
data source to the New World Licensed Standard Software for the specified files that contain
500 or more records.
c) As provided in the approved project plan for conversions, New World will schedule a conversion
analysis trip and a separate data conversion testing trip to Customer's location. The conversion
testing trip for each application is a billable support trip, using standard Exhibit B hours, which is
scheduled in conjunction with the delivery of the converted data to the Customer.
d) New World will provide the Customer up to 3 test sets of the converted data. Additional test
sets requested may /will require additional conversion costs.
e) New World will provide the standard conversion record layouts to the Customer and convert the
available data elements defined in the standard conversion record layouts.
f) Up to seven years of historic data will be converted by New World.
3. Customer Resnonsibilities
a) Customer will provide data in standard conversion record layouts as provided by New World.
Submitted data files must include an accurate count of records contained in the files.
b) Data will be submitted to New World in one of the following formats: AS /400 files, Microsoft
SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII -
format delimited text file. Data and databases will be transferred using the New World ftp site.
c) Customer understands that files or tables containing less than 500 records or table entries will not
be converted.
d) As provided in the project plan for conversions, Customer will provide a dedicated resource in
each application area to focus on conversion mapping and testing. This includes dedicating a
support person(s) whenever New World staff is on site regarding conversions. Roughly a one to
one commitment exists for Customer commitment and New World commitment. Customer
understands that thorough and timely testing of the converted data by Customer personnel is a
key part of a successful data conversion.
e) Customer agrees to promptly review conversion deliveries and signoff on both the conversion
design document and on the final conversion after the appropriate review. Applying the converted
data to the production (Live) environment will constitute conversion acceptance by Customer.
f) If the Customer cannot provide data in the format defined in New World's standard conversion
record layouts then New World will map the data to New World's standard conversion record
layout at the Hourly Rate. The Customer must provide complete file and field definitions for
New World to map the data.
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Exhibit F / DATA FILE CONVERSION ASSISTANCE
4. Files to be converted
Up to 1 file is included.
Utility
- Utility Information
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EXHIBIT G
CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR
CUSTOM SOFTWARE
1. Definition of Project
New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as
discussed below to address the Customer's requirements. Customer agrees to cooperate in not making
modifications and enhancements too extensive as defined in the 2(b)(1) procedure below.
An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the
modifications /interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or
proceed with the modifications /interfaces based on the revised estimate.
Capabilities included in the initial scope:
a) Custom Software /Interfaces
With New World providing consultation, Customer is responsible for obtaining technical
contacts and/or technical specifications from the third parties involved.
Document Imaging Interface: Enables the user to directly access a 3rd Party Document
Imaging application to view scanned documents associated to a transaction or master
record. Functionality is currently available in the following areas: Accounts Payable
Invoices, Payments (Checks), Revenue Collection Receipts, Journals, Purchase Orders,
Requisitions and Employees.
(2) ePay Interface: A one way user initiated batch process to import journal transactions from
a third party system to New World's general ledger.
Police Tickets Interface: A one way user initiated batch process to import journal
transactions from a third party system to New World's general ledger.
(4) Code Enforcement Interface: A one way user initiated batch process to import journal
transactions from a third party system to New World's general ledger.
Computerized Fleet Analysis Interface: A one way user initiated batch process to import
journal transactions from a third party system to New World's general ledger.
With New World providing consultation, Customer is responsible for obtaining technical contacts
and /or technical specifications from the third parties involved.
(1)
(3)
(5)
2. Methodology to Provide Enhancements and/or Custom Software
a) Definition of New World's Responsibility
This project includes the following activities to be performed by New World.
(1)
Review of required features with Customer. Only items identified in Paragraph 1 above will be
provided in this implementation plan.
(2) Preparation of Requirements Document (RD) to include:
• Detailed description of the required feature
• menu samples
• screen samples
• report samples
(3)
Programming and programming test.
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Exhibit G / CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
(4) On -site training, testing and/or other support services at the Hourly Rate.
For modification requiring over fifty (50) hours of work, New World utilizes a design document
procedure [see 2(b)(1) below]. For smaller modifications, New World uses a Request For Service
(RFS) procedure. Both procedures are reviewed with Customer at a pre - installation planning meeting.
The RFS procedure utilizes a form with a narrative description and supporting documentation if
applicable to define the work to be done.
b) Implementation Schedule
Activity Targeted Time Period
(1) Complete Design Review with Customer Staff. Customer To be determined
agrees to be reasonable and flexible in not attempting to design
the modifications to be more extensive than called for in the
scope (cost and schedule) of this project.
(2) New World submits completed RD to Customer. To be determined
(3) RD is accepted and signed off by Customer (no programming To be determined
will be done by New World until the formal sign -off and
Customer's authorization to proceed in writing).
(4) New World completes programming from RD and provides To be determined
modified software to Customer.
(5) Software Modification Acceptance Test based on RD. To be determined
c) Customer's Responsibility
All Customer requested changes after RD sign -off must be documented by Customer and authorized
in writing including potential costs, if any. Additional changes will most likely delay the schedule and
may increase the cost.
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EXHIBIT H
BUDGET ESTABLISHED FOR CUSTOMER REQUESTED
STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE
1. Establish a Budget for Software Enhancements and /or Custom Software
As described in Exhibit AA, Customer has allocated a budget of $28,000 to provide customer specific Standard
Software Enhancements, Modifications, or Custom Software. Customer may elect to proceed by providing New
World with a written Notice to Proceed. Upon receipt of a Notice to Proceed, New World shall invoice Customer
for 60% of the associated costs, which Customer agrees to pay within thirty (30) days of invoice. The remaining
40% shall be invoiced upon delivery of the item requested, which Customer agrees to pay within thirty (30) days of
invoice.
2. Notice to Proceed
After receiving a written Notice to Proceed by Customer, New World will provide Customer the requested
Standard Software Enhancements and/or Custom Software as specified in the Notice and/or as further discussed
below. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the
3(b)(1) procedure below.
An analysis and assessment ( "Assessment ") to confirm the scope of effort for the specified work will be conducted
prior to beginning actual programming work on Customer's required enhancement(s). If the Assessment exceeds
the budget in this Exhibit, at Customer's request, New World will provide a revised estimate for the
modifications /interfaces. Within thirty (30) days of receipt of New World's revised estimate, Customer shall notify
New World whether it will proceed with the modifications /interfaces based on the revised estimate by providing
New World a new Notice to Proceed.
3. Methodology to Provide Enhancements and /or Custom Software
a) Definition of New World's Responsibility
This project includes the following activities to be performed by New World.
(1) Review of required features with Customer. Only items identified in the Assessment above
will be provided in this implementation plan.
(2) Preparation of Requirements Document (RD) to include a detailed description of the required
feature.
(3) Programming and programming test.
(4) On -site training, testing and/or other support services using Exhibit B rates and fees.
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Exhibit 11 / BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE
ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE
b) Implementation Schedule
(1)
Activity
Complete Design Review with Customer Staff. Customer
agrees to be reasonable and flexible in not attempting to design
the modifications to be more extensive than called for in the
scope (cost and schedule) of this project.
(2) New World submits completed RD to Customer.
(3)
RD is accepted and signed off by Customer (no programming
will be done by New World until the formal sign -off and
Customer's authorization to proceed in writing).
(4) New World completes programming from RD and provides
modified software to Customer.
Software Modification Acceptance Test based on RD.
(5)
c) Customer's Responsibility
Tareeted Time Period
To be determined
To be determined
To be determined
To be determined
To be determined
All Customer - requested changes after RD sign -off must be documented by Customer and
authorized in writing including potential costs, if any. Additional changes will most likely delay the
schedule and may increase the cost.
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EXHIBIT I
DEVELOPMENT SOFTWARE
The following Development Software modules, when developed, will be delivered to Customer as Licensed
Standard Software:
COMMUNITY DEVELOPMENT SUITE
1. Logos.NET Community Development Software
- Vehicle Licensing (development)
Implementation, training, support services, and SSMA costs are not included in this Agreement. SSMA costs will
be added to Customer's current SSMA fees as described in Exhibit C to this Agreement. Implementation, training,
and support services associated with the Development Software will be provided at the Hourly Rate.
Payment terms for the Development Software are described in Exhibit AA.
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EXHIBIT J
INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO CUSTOMER'S RFP
SOFTWARE SPECIFICATIONS
For the applications licensed on Exhibit A, the New World Detail Response to the software specifications of
Customer's RFP is incorporated in this Agreement by reference.
All items coded "Yes" (as qualified) in the New World Detail Response to Customer's RFP Questionnaire will be
provided to Customer through currently existing Exhibit A software capabilities, Customer's use of 3`d Party
software, custom programming provided by New World and/or future enhancements to Exhibit A software provided
under Exhibit C. Items that are qualified, or coded as requiring modification, may be provided using Exhibit B
support services hours at the then current hourly rates.
If the terms and conditions of the New World Detail Response to the specifications of the RFP and this Agreement
are in conflict, the governing terms and conditions shall be this Agreement.
If Customer has not licensed the software on Exhibit A to meet a software specification, then that specification shall
not apply in any acceptance test and/or to fulfill the above criteria.
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