R-60-15 Approving an Agreement with Quicket Solutions, Inc Resolution No. R-6(2 O--i
A Resolution Approving an Agreement with Quicket Solutions, Inc.
WHEREAS, the Village of Lemont ("Village") is dedicated to the enforcement of laws
and the just, fair and speedy prosecution of any violators of the law; and
WHEREAS, Quicket Solutions, Inc. ("Quicket") has researched and developed a
software solution and support for electronic citation and ticketing solutions; and
WHEREAS, Quicket's ticketing solutions are intended to be used by various
governmental entities, such as police departments and courts, to reduce dramatically the
information technology infrastructure acquisition and maintenance expenses currently necessary
to implement and maintain an electronic or digital citation system; and
WHEREAS, the Village finds it is in the best interests of the health, safety and welfare
of the public to enter into an agreement with Quicket for a software solution, support services
and lease of equipment to be able to fully implement and operate a e-Citation solution among
various departments throughout the Village ; and
WHEREAS,the President and Board of Trustees desire to enter into the attached
Agreements (collectively "Agreement"), substantially in the form attached hereto as Group
Exhibit A;
BE IT RESOLVED by the Village President and Board of Trustees of the Village of
Lemont as follows:
Section One: The Agreement attached hereto as Group Exhibit A is hereby approved,
subject to the Village Attorney's approval who shall be authorized to make any changes to the
Agreement, except material changes that increase or decrease the scope of the services offered
by Quicket or increase any costs to the Village.
#601096 1
Section Two: The Village Administrator is authorized to execute the 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.
Section Three: This Resolution shall be in full force and effect from and after its passage
and approval as provided by law.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT,COUNTIES OF COOK, WILL AND DUPAGE,
ILLINOIS on this 23rd day of November,2015.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer V
Paul Chialdikas
Clifford Miklos V
Ron Stapleton V
Rick Sniegowski ✓ /
Jeanette Virgilio
—
_ . '1 1.
President
ATTE
� EA LZ∎4y
IIARLENE M. SMOLLEN
Village Clerk
#601096 2
EXHIBIT A
AGREEMENT
BETWEEN
QUICKET SOLUTIONS,INC.
AND
VILLAGE OF LEMONT
#601096 3
QUICKET SOLUTIONS, INC.
STATEMENT OF WORK
VILLAGE OF LEMONT IMPLEMENTATION PLAN
November 9, 2015
STATEMENT OF WORK
Table of Contents
1. APPLICABLE REFERENCES 4
2. SUPPLIES OR SERVICES AND PRICES 4
a. GENERAL DESCRIPTION 4
b. ORDER TYPE 4
c. EQUIPMENT, SERVICE, AND ACCESS PRICES 4
d. PERIOD OF PERFORMANCE 5
3. DESCRIPTION 7
a. BACKGROUND 7
b. OBJECTIVE 7
c. SCOPE 8
d. TECHNICAL REQUIREMENTS 8
4. SPECIFICATIONS QUICKET SERVICES SOLUTIONS 8
a. PANASONIC TOUGHPAD 7" FZ-B2 TABLET COMPUTER 8
b. ZEBRA ZQ 520 PRINTER 9
c. ZEBRA 1 D/2D BARCODE USB DESKTOP SCANNER 9
d. TOUGHPAD CAR CHARGER 9
e. ZQ 520 VEHICLE CHARGER 9
f. VERIZON 3G/4G WIRELESS DATA SERVICES 9
g. E-CITATION MOBILE SOFTWARE 9
h. CRASH REPORT MOBILE SOFTWARE 10
i. INCIDENT REPORT MOBILE SOFTWARE 11
j. CLOUD-BASED DATA STORAGE 11
k. SYSTEM ADMINISTRATOR INTERFACE 12
1. DATA, USER, & DEVICE MANAGEMENT INTERFACE 12
m. PAYMENT PROCESSING PORTAL& INTEGRATION 13
n. ADJUDICATION PLATFORM 14
o. DATA ANALYTICS & INSIGHT PLATFORM 14
p. PERFORMANCE TRACKING AND MEASUREMENT PLAN("PTMP") 15
q. SYSTEM MANAGEMENT 15
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r. TRAINING 15
s. OPERATIONS AND MAINTENANCE SUPPORT 15
t. DATA CONVERSION PLAN ("DCP") 16
5. INSPECTION AND ACCEPTANCE 16
a. PLACE OF INSPECTION AND ACCEPTANCE 16
b. SCOPE OF INSPECTION 16
c. BASIS OF ACCEPTANCE 16
d. INITIAL DELIVERABLES 16
e. WRITTEN ACCEPTANCE/REJECTION BY THE GOVERNMENT 17
f. PLACE OF PERFORMANCE 17
g. TASK ORDER SCHEDULE AND MILESTONE DATES 17
h. NOTICE REGARDING LATE DELIVERY 18
i. WRITTEN DELIVERABLES 18
6. DATA RIGHTS 18
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Project Name& ID: Lemont Police
This Quicket Solutions, Inc. ("QUICKET") Statement of Work("SOW") describes the services,
equipment and software (separately or together, as required,the "Work")to be provided to the Village
of Lemont("LEMONT") for the installation, implementation, deployment and operation of the Quicket
Solutions electronic citation management software subscription service and solution (the "Quicket
Solutions Software and Services"), and is entered into by the parties in connection with and pursuant to
the Quicket Solutions Master Software and Service Agreement("MSSA")entered into
contemporaneously with this SOW.
1. APPLICABLE REFERENCES
Policies, procedures, laws, regulations or other documents referenced in, applicable to or germane
to this SOW are listed below. In the performance of the tasks associated with this SOW,
QUICKET, as applicable, shall consider, coordinate the Work or comply with the following:
1. Criminal Justice Information Services (CJIS) Security Policy, Version 5.3, August,4, 2014
2. Federal Information Processing Standards (FIPS) Publication 140-2, "Security Requirements
For Cryptographic Modules"
2. SUPPLIES OR SERVICES AND PRICES
a. GENERAL DESCRIPTION
QUICKET shall furnish the Quicket Solutions Software and Services,as defined in the MSSA and
which comprises a comprehensive solution, including all materials,tools, equipment, expertise,and
labor to perform the work required by the Village's solicitation document and awarded on the pricing
and for the Term as set forth herein.
The Work shall be performed in accordance with the specifications set forth in this SOW and in the
Agreement.
b. ORDER TYPE
QUICKET shall perform the effort required by this SOW on a Firm Fixed Price(FFP)basis and a Not
to Exceed(NTE)basis as set forth herein.
c. EQUIPMENT, SERVICE, AND ACCESS PRICES
The following abbreviations are used in this price schedule:
• NTE: Not to Exceed
• CLIN: Contract Line Item Number
• FFP: Firm Fixed Price
NOTES: Some equipment includes bundled services that are provided at no additional cost. Quantities
indicated with a dash ("-")are native system features made available as necessary/relevant to
authorized users. Exact quantity does not apply.
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d. PERIOD OF PERFORMANCE
The base period of performance shall commence upon the earlier of the completion of the Work
under the SOW or the delivery of the Quicket Solutions Software and Services and the Equipment
under the MSSA to 12:01 am local time on the first anniversary thereafter(the initial "Term" under
the MSSA), and shall include the following (the quantities of which may be amended from time to
time, as the parties may agree at the same pricing indicated below):
CLIN Description Quantity Unit Unit Annual
Price Total
0001 HTC Google Nexus 9 32 GB Android Tablet PC w/ 12 FFP $3,380 $40,560
Zebra CS 4070 Scanner
0002 Zebra RW 420 Printer 12 FFP $0.00 $0.00
0003 Zebra 1 D/2D Barcode USB Desktop Scanner 1 FFP $0.00 $0.00
0004 HTC Google Nexus Charger 12 FTP $0.00 $0.00
0005 RW 420 Vehicle Charger 12 FTP $0.00 $0.00
0006 AT&T 3G/4G Wireless Data Services 12 FFP $0.00 $0.00
0007 E-citation Mobile Software 12 FFP $0.00 $0.00
0008 Crash Report Mobile Software 12 FTP $0.00 $0.00
0009 Incident Report Mobile Software 12 FTP $0.00 $0.00
0010 Cloud-Based Data Storage - FFP $0.00 $0.00
0011 System Administrator-Interface 5 FFP $520 $2,600
0012 Data, User, & Device Management Interface - FTP $0.00 $0.00
0013 Payment Processing Portal & Integration - FFP $0.00 $0.00
0014 Adjudication Platform - FFP $0.00 $0.00
0015 Data Analytics& Insight Platform - $0.00 $0.00
0016 Performance Tracking and Measurement Plan - FFP $0.00 $0.00
0017 System Management - FFP $0.00 $0.00
0018 Training 12 FFP $2,400 $2,400
0019 Operations and Maintenance Support 1 FFP $0.00 $0.00
0020 Data Conversion Plan (DCP) 1 FTP $0.00 $0.00
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Year 1 Fees
SUBTOTAL (Year 1): $45,560.00
STRATEGIC PARTNER DISCOUNT (Year 1): $ 3,120.00
TOTAL(Year 1): $42,440.00
INITIAL PAYMENT(Due at Signing): $ 5,736.67
MONTHLY CHARGE, Year 1
(Months 2-12): $ 3,336.67
Years 2-4 Fees
CLIN Description Quantity Unit Unit Annual
Price Total
1001 HTC Google Nexus 9 32 GB Android Tablet PC w/ 12 FFP $3,380 $40,560
Zebra CS 4070 Scanner
1002 Zebra RW 420 Printer 12 FFP $0.00 $0.00
1003 Zebra 1D/2D Barcode USB Desktop Scanner 1 FFP $0.00 $0.00
1004 HTC Google Nexus Charger 12 FTP $0.00 $0.00
1005 RW 420 Vehicle Charger 12 FTP $0.00 $0.00
1006 AT&T 3G/4G Wireless Data Services 12 FFP $0.00 $0.00
1007 E-citation Mobile Software 12 FFP $0.00 $0.00
1008 Crash Report Mobile Software 12 FTP $0.00 $0.00
1009 Incident Report Mobile Software 12 FTP $0.00 $0.00
1010 Cloud-Based Data Storage - FFP $0.00 $0.00
1011 System Administrator-Interface 5 FFP $520 $2,600
1012 Data, User, & Device Management Interface - FTP $0.00 $0.00
1013 Payment Processing Portal& Integration - FFP $0.00 $0.00
1014 Adjudication Platform - FFP $0.00 $0.00
1015 Data Analytics& Insight Platform - FTP $0.00 $0.00
1016 Performance Tracking and Measurement Plan - FFP $0.00 $0.00
1017 System Management - FFP $0.00 $0.00
1018 Training 1 FTP $0.00 $0.00
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1019 Operations and Maintenance Support 1 FFP $0.00 $0.00
1020 Data Conversion Plan (DCP) 1 FTP $0.00 $0.00
SUBTOTAL(Years 2-4): $129,480.00
STRATEGIC PARTNER DISCOUNT (Years 2-4): $ 9,360.00
TOTAL (Years 2-4): $120,120.00
MONTHLY CHARGE, Years 2-4
(Months 13-48): $ 3,336.67
GRAND TOTAL (Years 1-4): $162,560.00
THE FIRM FIXED PRICE("FFP")AMOUNT REPRESENTS THE MAXIMUM AMOUNT OF THE
LEMONT'S POTENTIAL COSTS FOR THE APPLICABLE LINE l I EM. QUICKET SHALL PROVIDE
THE WORK AGREED TO IN THIS SOW AND N THE AGREEMENT,EVEN IF THE COST TO QUICKET
EXCEEDS THE FFP UNLESS LEMONT INCREASES THE QUANTITIES OF EQUIPMENT OR
REQUESTS ADDITIONAL SERVICES NOT ALREADY AGREED TO BETWEEN THE
PARTIES. IN THE EVENT LEMONT ORDERS ADDITIONAL CLIN ITEMS IDENTIFIED IN
THE TABLE ABOVE, SUCH ITEMS SHALL BE PROVIDED TO LEMONT AT THE FFP SET
FORTH IN THE TABLE.
3. DESCRIPTION
a. BACKGROUND
QUICKET provides the Quicket Solutions Software and Services, an agency-wide
electronic e-citation life-cycle management service solution that provides access to all
authorized users, as determined by the LEMONT. QUICKET provides a complete solution
(all necessary equipment, software, middleware,networks,connectivity,and technical
support)to collect, store, and transmit electronic citations and other similar reports and
files.
b. OBJECTIVE
This SOW outlines QUICKET's obligation to deliver an electronic citation (e-citation) and
electronic report(e-report) system for LEMONT.
QUICKET has developed a suite of software applications for the purpose of electronically
collecting and managing in
g citation records. Such software shall
be programmed for both mobile
devices and desktop computers. QUICKET's Work will include necessary customization of the
Quicket Solutions Software and Services for use by LEMONT. Many functions and features
will be exclusive to either the mobile software or desktop computer software. QUICKET
developed software for mobile devices shall be supplied on QUICKET-owned devices.
QUICKET-supplied software for desktop or laptop computers may be installed on or accessible
from LEMONT-supplied computers. Other than the LEMONT-supplied computers (with
connectivity of such computers to the interne), QUICKET shall supply all other necessary or
7
required equipment, services, and infrastructure as required for implementation and operation of
the Quicket Solutions Software and Services, including, but not limited to, mobile tablet
computers, printers, card readers, scanners, thermal paper, cellular wireless services, a record
management platform, and system administration platform. The suite of software applications
shall provide authorized users of LEMONT with a variety of core functionalities and
complementary features, as described below. LEMONT may request that new or additional
functions and features available from QUICKET be added that are within reasonable scope of
the original objectives of the Agreement.
c. SCOPE
The Work under this SOW shall be completed within sixty(60)days after execution.
d. TECHNICAL REQUIREMENTS
QUICKET shall provide a flexible, scalable, and configurable solution, including all
necessary equipment(other than customer-supplied desktop and laptop computers, with
connectivity to the internet), software, middleware,and technical support. The solution shall
serve as a method and system to issue and manage electronic citations and electronic reports.
The LEMONT buildings currently have (or will have prior)the following technology:
• Desktop or laptop computers owned or operated by and accessible within or without
(e.g.,by VPN) the LEMONT police station;
• An internet connection for Lemont desktop or laptop computers.
4. SPECIFICATIONS QUICKET SERVICES SOLUTIONS
a. GOOGLE NEXUS 9 32 GB ANDROID TABLET PC W/ZEBRA CS 4070 SCANNER
QUICKET shall supply to LEMONT HTC Google Nexus 9 32 GB Android Tablet PCs w/
Zebra CS 4070 Scanners. These tablets shall serve as the sole device for law enforcement
officer's use of QUICKET'S mobile software. All tablets shall be pre-configured with version
5.0 of the Google Android operating system.
All tablets shall have"restricted" access, meaning certain functions on normal tablet computers
shall be restricted or disabled. Disabled features include, but are not limited to:
• Internet browser
• Settings/Configuration menu
• System pre-installed applications.
Such functions shall be disabled to ensure optimal performance of tablet with QUICKET
software. Further, some functions shall be disabled to ensure security of devices. Changing
certain settings or using certain normal functionalities may interfere with or compromise the
security of the tablets. LEMONT shall not enable and shall not permit enablement of any such
restricted or disabled functions and shall not install or permit installation of any functionality,
applications, programs or similar items without QUICKET's prior written authorization.
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QUICKET shall supply barcode scanning capabilities with the included Zebra CS 4070 Scanner
accessory. These accessories shall have the capability to capture barcodes from drivers'
licenses, citations, and other relevant mediums and transmit such information to the HTC
Google Nexus 9 32 GB Android Tablet PCs via Bluetooth connection. These accessories shall
also have the capability to interact with system access cards supplied to each authorized user via
a smart card reader.
b. ZEBRA RW 420 PRINTER
QUICKET shall supply ruggedized Zebra RW 420 thermal printers. Each printer shall be
Bluetooth enabled in order to connect wirelessly to to HTC Google Nexus 9 32 GB Android
Tablet PCs. Each printer is capable of printing documents, including citations and receipts, on
4"on thermal paper.
QUICKET shall configure each Zebra RW 420 printer such that all citation and report formats
are stored in the embedded memory. Upon successful transmission of citation and/or report
information from the HTC Google Nexus 9 32 GB Tablet PCvia Bluetooth, the printer shall
print the citation/report in accordance with the proper, predefined formats.
Each Printer shall include the necessary 4"white color thermal paper for citation and report
printing. QUICKET shall upon delivery to LEMONT provide an adequate supply of thermal
paper. QUICKET, at no additional cost, shall supply, at Lemont's request, additional thermal
paper during the Term of the Agreement. The thermal paper shall be both water and heat
resistant and perform to the manufacturer's product specifications.
c. ZEBRA 1 D/2D BARCODE USB DESKTOP SCANNER
QUICKET shall supply a Zebra 1 D/2D barcode USB desktop scanner to scan barcodes on
citations and drivers' licenses. The purpose of this equipment is to assist in registration for the
adjudication process and to quickly search for citations or reports.
d. HTC GOOGLE NEXUS CHARGER
QUICKET shall supply a Charger for each HTC Google Nexus 9 32 GB Android Tablet PC.
e. RW 420 VEHICLE CHARGER
QUICKET shall supply 1 RW 420Vehicle Charger for each RW 420 printer supplied.
f. AT&T 3G/4G WIRELESS DATA SERVICES
QUICKET shall work with AT&T to integrate 3G/4G wireless data services on each HTC
Google Nexus 9 32 GB Tablet PC. QUICKET shall maintain and cover all costs of the required
data plan with AT&T. QUICKET retains the right to provide wireless data services through
other vendors, provided that any change in vendors shall not cause undue disruption to the
Quicket Solutions Software and Services.
g. E-CITATION MOBILE SOFTWARE
The Quicket Solutions Software and Services shall include a mobile application capable of
producing e-Citations on each HTC Google Nexus 9 32 GB Tablet PCdelivered to LEMONT.
The Quicket Solutions Software and Services e-Citation software shall be accessible by
LEMONT's Users who have set up credentials using the Data, User, & Device Management
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Interface features of the Quicket Solutions Software, as described in subsection 1 below. Using a
username, password, pin, and access card, authorized users may gain access to the E-Citation
Mobile Software.
The Quicket Solutions Software and Services e-Citation software on each tablet shall
contain the following features:
• Cook County certified e-citation system
• DuPage County certified e-citation system
• Will County certified e-citation system, to be enabled within 60 days of Will County
approval
• Local Ordinance (P/C, 0, M)e-citation system
• Warning e-citation system
• Photo evidence collection capabilities, utilizing camera integrated with HTC Google
Nexus 9 32 GB Tablet PCVoice memo collection capabilities, utilizing embedded
microphone in HTC Google Nexus 9 32 GB Tablet PClntegration with the Law
Enforcement Agencies Data System (LEADS)
o QUICKET shall work with the Illinois State Police to provide an interface
between LEADS for the purposes to accessing computerized criminal justice
related information at both the state and national level; Provided such interface is
conditioned upon acceptance, certification or other requirement of any relevant
state or national agency, and QUICKET shall work diligently to procure such
acceptance, certification or to meet such other requirement.
o QUICKET represents and warrants that it has obtained full approval from the
Illinois State Police to implement, operate and allow LEMONT to effectively
utilize the e-Citation software.
•
Each e-citation, upon completion, if applicable, shall be transmitted to the proper Zebra RW 420
printer via Bluetooth connectivity, which will print the citation on standard 4"thermal paper.
QUICKET shall ensure that the final format of each e-citation shall maintain compliance with
county or LEMONT specifications, as determined by Lemont. Each county citation shall be
properly transmitted via AT&T Wireless Data Services to the appropriate county courthouse
record management system and simultaneously to the QUICKET-supplied "Cloud-Based Data
Storage"system, consisting of a managed, secure, off-site data storage facility located in the
United States, including servers, communications lines and supporting infrastructure, whether
hosted by QUICKET or a third-party vendor. Each P/C & 0 e-citation shall be transmitted to
the QUICKET-supplied Cloud-Based Data Storage system. Each warning e-citation shall be
transmitted to the QUICKET-supplied Cloud-Based Data Storage system. Each incident report
shall be transmitted to the QUICKET-supplied Cloud-Based Data Storage system for later
download and copying into a repository specified by LEMONT.
h. CRASH REPORT MOBILE SOFTWARE
The Quicket Solutions Software and Services shall include a mobile application capable of
producing motor vehicle crash reports on each HTC Google Nexus 9 32 GB Tablet PC.
QUICKET shall maintain compliance with the applicable Illinois Department of Transportation
(IDOT)rules pertaining to crash reporting. The software shall have the capability of sending,
via AT&T 3G/4G Data Services,the complete crash report to the IDOT record management
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system and simultaneously to the QUICKET Cloud-Based Data Storage system, for later
download and copying into a repository specified by LEMONT.
i. INCIDENT REPORT MOBILE SOFTWARE
The Quicket Solutions Software and Services shall include a mobile application capable of
producing incident reports on each HTC Google Nexus 9 32 GB Tablet PCdelivered to
LEMONT. Such software shall be accessible by Users who have set up credentials using the
Data, User, & Device Management Interface. Using a username, password, pin, and access card,
authorized users may gain access to the E-Citation Mobile Software.
The Incident Report Mobile Software shall contain the following features:
• Comprehensive incident documentation, including all required information fields as
outlined by Lemont incident reporting standards&templates
• Configured in accordance with the National Incident-Based Reporting System
(NIBRS) Standards and Specifications
• Shall follow uniform crime reporting practices, including utilization of Uniform
Crime Reporting Codes(UCRs)and other standards as outlined by the Federal
Bureau of Investigations
• Ability to "save"report to complete later on HTC Google Nexus 9 32 GB Tablet
PCor on Data Management Interface
• Ability to upload additional documents or other data as evidence in Data
Management Portal
• Ability to export incident reports in accordance with report template standards as
specified by Lemont
• Ability to redact particular elements when exporting report
• Shall follow proper workflow of review process, including assignment and review by
supervisors and commander via access to Data Management Interface
• Shall follow proper workflow when assigned to investigations
• Shall enable supervisors and commanders to send reports back to officer for
modification and re-submission
• Photo evidence collection capabilities, utilizing camera integrated with HTC Google
Nexus 9 32 GB Tablet PCVoice memo collection capabilities, utilizing embedded
microphone in HTC Google Nexus 9 32 GB Tablet PC
Each report shall be properly transmitted via AT&T 3G/4G Wireless Data Services to the
QUICKET-supplied Cloud-Based Data Storage system for later download and copying into a
repository specified by LEMONT.
j. CLOUD-BASED DATA STORAGE
As a component of the Quicket Solutions Software and Services, QUICKET shall supply a
Cloud-Based Data Storage system that shall maintain all e-citation, e-report, and other relevant
information pertaining to the QUICKET system. The Cloud-Based Data Storage system shall
have no data capacity limits for data supplied by LEMONT when using the Quicket Solutions
Software and Services. The data shall be made accessible via both the System Administrator
Interface and the Data, User, & Device Management Interface described in I below. LEMONT
shall have unlimited access to its Data through the Systems Administrator(s) and Users of the
Quicket Solutions Software and Services.
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The Cloud-Based Data Storage shall be located at all times in a facility fully vetted and certified
by the Federal Bureau of Investigation's Criminal Justice Information Services Security Policy
Version 5.3.
k. SYSTEM ADMINISTRATOR INTERFACE
QUICKET shall make accessible a System Administrator Interface for up to five (5)authorized
users via a web browsing application, such as Internet Explorer or Google Chrome. The System
Administrator Interface is a control function that appropriately segregates administrative
functionality provided to LEMONT from general User activities within the Quicket Solutions
Software and Services. Specifically, Users designated as a system administrator will have the
ability to manage the access to and customer-accessible functionalities in the Quicket Solutions
Software and Services. A system administrator also may change the designated authorized user
list at any time, but the Quicket Solutions Software and Services system shall limit the number
of system administrators to 5 at any given time. Users who are not identified as system
administrators will not be permitted to access or utilize administrator functionality, and this will
also provide necessary audit and traceability of administrative functionality. The System
Administrator Interface shall contain the following features:
• Authorized user account management: change passwords, issue new access cards,
and create/modify/delete user profiles
• Device Administration: Request remote lock and/or wipe of issued HTC Google
Nexus 9 32 GB Tablet PCNotification center: Authorized Users shall have a
notification center. Features include void ticket requests, unpaid/past-due ticket
notifications, account reset requests, incident report review/approval requests, and
personal account notifications
• Log file: Review recent activity based on specified device or specified authorized
user
1. DATA, USER, & DEVICE MANAGEMENT INTERFACE
QUICKET shall supply a custom Data, User, & Device Management Interface for Users via a
web browsing application, such as Internet Explorer or Google Chrome. The Data, User, &
Device Management Interface are the included tools that enable a User to access, enter and
retrieve information, among other things, with the Quicket Solutions Software and Services.
Based on User access privileges (e.g., a general user vs. a system administrator),the following
features may be made available:
• Data Management
o View/Edit/Delete e-citations and e-reports
o Advanced search capabilities
o Advanced sorting features: sorts information into specified data tables
• User Management
o View/Edit personal profile: Change password, profile picture, request new access
card
• Device Management
o View last known location of device or authorized user on embedded map
o View device history and current usage
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m. PAYMENT PROCESSING PORTAL & INTEGRATION
QUICKET shall supply Payment Processing Portal & Integration to LEMONT. The
payment processing portal shall be integrated to accommodate payments accepted by a
public web portal.
A system administrator may also accept payments for e-citations and reports via the
System Administrator Interface. A system administrator may search for the appropriate
citation and accept payment via credit card. Further, an administrator may accept
payment in other forms such as cash or check and manually update the payment status of
the appropriate e-citation or report.
When using the public web portal, a person may pay for an e-citation or pay for a copy
of a crash report. The person shall utilize a unique identification number, generated upon
creation of the e-citation or e-report,to look up the correct information affiliated with
such number. The user may also be required to provide other unique credentials for
authentication purposes, such as drivers' license number or license plate number. Once
credentials have been verified,the person may supply payment card information by
typing the required information in the provided text boxes in the payment processing
portal. Once submitted, the card information shall be verified, processed, and a
confirmation message shall be returned to the webpage on the payment processing
portal.
Upon successful payment of an e-citation, citations within the Quicket Solutions
Software and Services Cloud-Based Data Storage shall be updated and marked "PAID".
Upon successful payment for a copy of a crash report,a copy will be made available by
download by the person in PDF file format.
Funds shall be delivered to LEMONT at the end of each calendar month via automatic
transfer to the appropriate account specified by LEMONT. QUICKET shall add a
convenience fee of$3 to each e-citation up to$100 to cover the cost of payment
processing, which convenience fee is payable and paid by the citation recipient/payer.
QUICKET shall add a convenience fee of 3%to each e-citation exceeding$100 to cover
the cost of payment processing, which convenience fee is payable and paid by the
citation recipient/payer. QUICKET shall retain all convenience fees. LEMONT shall
receive the exact fine amount specified on each e-citation and shall have no
responsibility whatsoever with regard to the convenience fees. Crash reports shall have a
download fee of$10 payable by the interested person. The report download fee shall be
split equally between LEMONT AND QUICKET. QUICKET shall collect all download
fees and pay to LEMONT fifty percent(50%)of the total download fees collected at the
end of each calendar month via automatic transfer to the appropriate account specified
by LEMONT. The paid report by the interested person may be downloaded as many
iitimes as desired.
The QUICKET payment processing environment shall be certified as Payment Card
Industry(PC I) compliant at the appropriate level for the total number of transactions.
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n. ADJUDICATION PLATFORM
As a component of the Quicket Solutions Software and Services, QUICKET shall
provide LEMONT with an"Adjudication Platform" for the adjudication of any e-
citation issued under the Lemont, Illinois Municipal Code. The platform shall have the
following features:
• Check-in web page
o Shall be made accessible by any authorized user who navigates to the web page
in any internet browser
o The barcodes on e-citations can be scanned using Zebra 1 D/2D USB Barcode
Scanner. The interface may require additional information by either scanning of
driver's license or by manually entering the information using a keyboard
attached to the computer
o Information collected from the e-citation and/or offender shall be used to retrieve
files from the QUICKET supplied Cloud-Based Data Storage system.
o A list or roll-call shall be generated from the entire list of people who have
checked-in
• Adjudication page
o Authorized users shall be presented with a list of offenders, where each e-citation
may be individually selected and reviewed
o Certain e-citation properties may be modified including fine amount, final
judgment, community service hours, and follow-up adjudication date
o An audio file shall be recorded for each individual citation.
• Adjudication Settings
o A settings page shall exist that enables significant modifications and updates to
the adjudication platform, including adding new adjudication dates,
adding/modifying programs for offenders, and reviewing previous adjudication
proceedings.
o Finding and Decision Orders consisting of Second Notices, Final Notices&
Collection Notices.
o Ability to transmit unpaid citations in default status to approved collection
agency.
o. DATA ANALYTICS & INSIGHT PLATFORM
As a component of the Quicket Solutions Software and Services, QUICKET shall
provide LEMONT a data analytics and insight application for analysis of data collected
and stored within the Quicket Solutions Software and Services.
• The platform shall have the following features:
o Graphical analysis of e-citations and e-reports, including bar chart and pie chart
to quantify data over specified period of time or in accordance with a specified
data category
o Cluster analysis of e-citations and e-reports, which employs clustering algorithms
to identify areas where certain data aggregates in accordance with latitude and
longitude coordinates
o Financial analysis using bar and pie charts to visualize revenue collected
according to a specific category of data or over a specified period of time.
14
p. PERFORMANCE TRACKING AND MEASUREMENT PLAN ("PTMP")
QUICKET shall have the capability to oversee and track the performance of the
system delivered to LEMONT. The PTMP shall include the capability to monitor,
track, and report operational and financial performance criteria. QUICKET shall use
such data to generate a comprehensive report at least twice annually to LEMONT
leadership. Reports shall show operational efficiencies or inefficiencies in order to
provide analyses, such as Return on Investment(ROI). LEMONT shall recommend
criteria to be used in measuring performance of the platform.
q. SYSTEM MANAGEMENT
QUICKET shall be responsible for ensuring that the system maintains a functional level
of reliability and performance in accordance the Agreement and SOW. QUICKET shall
regularly evaluate and test LEMONT'S system to ensure stability; such evaluations shall
be on-going and routine, but not less than on a quarterly basis. The evaluations shall be
completed remotely and will not disrupt or interfere with LEMONT's use of the Quicket
Solutions Software and Services or LEMONT's other regular business. QUICKET will
regularly monitor the system for security vulnerabilities and perform additional stress
testing to identify bugs and other sources of less-than optimal performance. QUICKET
shall,when necessary, provide patches/updates to software and equipment for known
bugs or vulnerabilities at no additional cost to LEMONT during the Term.
r. TRAINING
QUICKET shall provide comprehensive training sessions for all LEMONT employees
who will be designated as authorized users of QUICKET'S system. Training shall
include a comprehensive review of software and proper equipment usage. Training shall
familiarize all authorized users with all relevant features of QUICKET'S system.
Training shall be divided according to various user types. QUICKET shall provide
training to LEMONT for a fixed price of$2,400.00 until QUICKET has provided
adequate training to each designated authorized user sufficient to permit the authorized
user to effectively operate the Quicket Solutions Software and Services and the
Equipment. Such training shall consist of up to a total of twenty (20) hours of in-person
sessions at LEMONT's facilities, with such times and dates as are mutually agreeable
between the parties;the parties agree that all such training to be provided hereunder shall
occur before the first anniversary of the Agreement. QUICKET shall provide LEMONT
with training materials and user guides to enable future authorized users to familiarize
and operate the Quicket Solutions Software and Services. In the event LEMONT
requests any additional training sessions, QUICKET's charge for any such training shall
be $120.00 per hour, which shall remain fixed for the first three (3) years of the
Agreement; and LEMONT will be permitted to have an unlimited number of personnel
(limited only by the capacity of the Lemont facilities)attend such training.
s. OPERATIONS AND MAINTENANCE SUPPORT
QUICKET shall be responsible for maintenance of the Quicket Solutions Software
and Services and QUICKET furnished Equipment. Furnished Equipment is
specified above.
15
t. DATA CONVERSION PLAN ("DCP")
QUICKET shall partner with LEMONT staff to develop a DCP regarding the
conversion and migration of data to the QUICKET Cloud-Based Data system.
QUICKET shall define the required data format and shall be responsible for the
extraction and the translation function of the conversion process. QUICKET shall be
responsible for the overall successful execution of the DCP.
The DCP shall be capable of converting and storing all historical citations and reports
issued by LEMONT personnel.
QUICKET shall analyze and ensure the accuracy of data for conversion to QUICKET'S
platform. QUICKET shall also train authorized users to ensure the accuracy and integrity
of the content of the converted data is maintained.
5. INSPECTION AND ACCEPTANCE
a. PLACE OF INSPECTION AND ACCEPTANCE
Inspection and acceptance of all Work performance,reports and other deliverables under
this SOW and the Agreement shall be performed by any of the following designated
individuals:
• Lemont Police Head Administrator
• Lemont Chief of Police
• Lemont Operations Unit Commander
b. SCOPE OF INSPECTION
All Work submitted will be inspected for content, completeness,accuracy and
conformance to the SOW requirements and Quicket Solutions Software and Services
specifications. Inspection may include validation of information or software through the
use of automated tools and/or testing of the deliverables,as specified in the SOW. The
scope and nature of this testing will be sufficiently comprehensive to ensure the
completeness,quality and adequacy of all deliverables.
If any Work is deficient in LEMONT's commercially reasonable determination,
QUICKET will bring the system up to acceptable standards at no extra cost.QUICKET
shall design, plan and deploy the system in accordance with the TECHNICAL
REQUIREMENTS set forth herein and in the Quicket Solutions Software and Services
specifications.
c. BASIS OF ACCEPTANCE
The basis for inspection/acceptance shall be compliance with the requirements set forth
herein and in the Quicket Solutions Software and Services specifications. Deliverable
items rejected shall be corrected in accordance with the applicable requirements.
d. INITIAL DELIVERABLES
LEMONT will provide written acceptance,comments and/or change requests, if any,
within sixty(60)work days from receipt by LEMONT of the initial deliverable.
16
Upon receipt of LEMONT'S comments, QUICKET shall have sixty(60)working days to
incorporate LEMONT'S comments and/or change requests and to resubmit the
deliverable in its final form.
Compliance with, or failure to comply on the part of Lemont with this section shall not
be used to invalidate or alter any warranty provided by Quicket.
e. WRITTEN ACCEPTANCE/REJECTION BY THE GOVERNMENT
LEMONT shall provide written notification of acceptance or rejection of all final
deliverables within sixty (60) work days. All notifications of rejection will be
accompanied with an explanation of the specific deficiencies causing the rejection.
f. PLACE OF PERFORMANCE
QUICKET will provide systems that will be used in all areas of LEMONT'S
jurisdiction. QUICKET'S primary objective is to create electronic citation solutions that
can be accessed both in field operations and at the LEMONT Police Station.
g. TASK ORDER SCHEDULE AND MILESTONE DATES
The following schedule of milestones will be used by LEMONT to monitor timely
progress under this task order. In this schedule,NLT designates"No Later Than",
"NTP"designates"Notice to Proceed", WD designates"Work Days", and PS designates
"Project Start". This schedule is required to meet mission objectives. Some items listed
above, but not specifically mentioned below will be delivered appropriately in
coordination with the planned completion dates.
DELIVERIES OR PLANNED
MILESTONE/DELIVERABLE PERFORMANCE COMPLETION DATE
Project Start(PS) QUICKET At SOW Execution
Post-Award Kickoff Meeting QUICKET NLT 5 days after SOW
(POA) Execution
Post-Award Orientation & QUICKET/LEMONT As scheduled between 15
Training and 45 days after SOW
Execution
Delivery of Equipment, E- QUICKET NLT 15 days after SOW
citation Platform (with exception Execution
of Will County e-citation, to be
enabled within 60 days of
approval), & Adjudication
Launch
Public Payment Portal Launch QUICKET NLT 15 days after SOW
Execution& in
coordination with E-
citation Platform Launch
Incident Report Launch QUICKET NLT 30 days after SOW
Execution
Crash Report Launch QUICKET NLT 45 days after SOW
Execution
17
h. NOTICE REGARDING LATE DELIVERY
QUICKET shall notify LEMONT, as soon as it becomes apparent to QUICKET,that a
scheduled delivery will be late. QUICKET shall include in the notification the rationale
for late delivery,the expected date for the delivery,and the project impact of the late
delivery. The parties recognize and agree that this SOW represents the initial
commercial delivery of the Quicket Software and Services Solution and that late
delivery or completion of any milestone hereunder shall not be reason for termination
unless QUICKET is unable to make such delivery or reach such milestone within 30
days after the original scheduled date.
i. WRITTEN DELIVERABLES
QUICKET'S designated Project Manager shall review,approve,and sign all draft and
final documents before delivery to LEMONT. All draft and final documents shall be
delivered electronically by a designated officer or employee of QUICKET.
6. DATA RIGHTS
Data rights in the information entered into the Quicket Solutions Software and Service are
defined under the MSSA.
[SIGNATURE PAGE FOLLOWS]
* * * * *
18
The parties hereby acknowledge their agreement to the terms applicable to the Work specified in this
SOW.
QUICKET SOLUTIONS,INC. VILLAGE OF LEMONT
By: - By: Ad
Name: 0,34. ► l y` l e,i v Na e: � .Q • Sal c.
Title: T. le: pokt, YV1J
Pre,Sici at- ck CEO
19
QUICKET SOLUTIONS,INC.
MASTER SOFTWARE AND SERVICE AGREEMENT
Quicket Solutions,Inc., a Delaware corporation having its principal business offices at 60 Hazelwood Drive, Champaign, Illinois,
61820-7460(hereinafter referred to as"Quicket"), and the Village of Lemont,an Illinois municipality, located at 418 Main Street, Lemont,
Illinois 60439(hereinafter referred to as"Customer"), in consideration of the mutual obligations set forth hereinafter and intending to be
legally bound, hereby agree as follows:
3. DELIVERY OF SOFTWARE. Quicket shall deliver
1. DEFINITIONS. Unless otherwise specifically defined Software within forty-five (45) days after the execution of this
in the body of this Agreement, capitalized terms used but not Agreement or on such other date as may be agreed to by the
otherwise defined herein shall have the meanings set forth parties. Delivery shall occur (a) by making the Software
in Appendix 1, Definitions, attached hereto. accessible for download via an FTP site or similar mechanism,
or (b) Quicket may deliver the Software as a pre-loaded
2. LICENSES. Quicket hereby grants to Customer, and application on any Equipment provided to Customer under the
any and all Users, and Customer and its Users subscribe to terms of this Agreement.
and accept, a limited and non-exclusive license to access and
use the Quicket Solutions Software and Services during the 4. MAINTENANCE AND SUPPORT SERVICES;
Term. UPDATES AND UPGRADES.
2.1 Access and Use Limitation. The Quicket Solutions (a) Maintenance and support services are included in
Software and Services may be accessed and used for the the Quicket Solutions Software and Services subscription fees
benefit of Customer only. Without limitation, Customer shall and are provided in accordance with Quicket's then current
not permit third parties not related to the Customer to access Technical Support Policy which shall be made available on the
or use,the Software, Documentation or other materials related Quicket Customer Support portal. The current version of the
to the Quicket Solutions Software and Services, except as Quicket Solutions Technical Support Policy is attached as
required by law. Appendix 2 (the"Support Policy"). Such Support Policy may be
amended from time to time by prior written notice (via e-mail,
2.2 User Details. support portal notifications or other available mass
communication method, as reasonably determined by Quicket)
(a) Customer shall permit only its authorized provided that the Support Policy will not be amended or revised
employees to register as Users and to use the Quicket in any manner that results in any diminution 0 of any maintenance
ce
Y
Y
Solutions Software and Services. Customer also shall ensure or support during the Term. Quicket agrees es to provide email
I that all such Users comply with the limitations and restrictions notification to Customer's appointed point of contact substantially
in this Agreement. contemporaneously with the release of any Updates or
Upgrades.
(b) Only the User who is registered on a given User
account may use that account to access and use the Quicket (b)Quicket will provide Updates and Upgrades to the
Solutions Software and Services. Customer, in its sole Quicket Solutions Software and Services, if and when they are
discretion, shall require Users to take appropriate steps, which developed,tested and ready for delivery. Updates and
shall be no less protective than Customer's standard operating Upgrades will be provided without additional charge to the
procedures governing access to Customer's other information Customer.
technology systems, to secure their passwords and any other
access credentials provided to the User and required for (c)Maintenance, repair and warranty service
access to the Quicket Solutions Software and Services. obligations and procedures pertaining to Equipment are set
forth on Appendix 4.
(c) Customer shall be responsible for all activities
that occur on any User account. Customer shall notify Quicket (d)Notwithstanding anything to the contrary set forth
promptly of any known or suspected unauthorized use of any in this Agreement, Updates and Upgrades do not, and shall not
User account, User name, or password, and of any other be deemed to include the provision of additional services,
known or expected significant breach of security or programs, modules or other expansion of services beyond
confidentiality with respect to the Quicket Solutions Software those to which the Customer has subscribed. Any additional
and Services or Documentation (which shall include the loss of services, programs, modules or other expansion of services
control of any Equipment provided to Customer under this shall be included under this Agreement upon execution by the
Agreement). For purposes of this provision, "significant parties of an amendment in accordance with Section 12.4
breach" shall mean unauthorized access to and change or below.
download of any data in the Quicket Solutions Software and
Services. 5. PROFESSIONAL SERVICES. Quicket shall supply
Professional Services, as specified in a Schedule and/or a
statement of work("SOW").Professional Services to be provided
shall be outlined in Appendix 3. Quicket may subcontract to
third parties, with prior written notice to and the written consent
of Customer, provided that Quicket shall remain solely and
exclusively responsible for all performance of the Professional
Services under this Agreement and shall be solely and
exclusively responsible for all acts and omissions of such
subcontractors. Quicket will ensure that all Quicket employees
and all subcontractors providing Professional Services will
Page 1 of 21
comply with all applicable federal, state and local laws Customer additional Quicket Software and Services or Equipment within
shall have the sole discretion to deny the use of a particular a commercially reasonable time after receipt of the notice, if
subcontractor. immediate delivery is requested, or on a specific delivery date
agreed to by the parties. Reductions in quantities shall be
6. EQUIPMENT LEASE. Quicket may supply equipment, permitted four times per year at the end of each calendar
including but not limited to tablet computers, communication quarter. Changes to fees and billing required under this
devices, printers, supplies and other accessories (the Section 7(c) shall occur on the next regular billing cycle after
"Equipment", as defined on Appendix 1) to Customer for use the additional Quicket Software and Services or Equipment are
with the Quicket Solution Software and Services. Unless provided or after the reduction occurs. Customer's exercise of
otherwise agreed by the parties, the Equipment shall be leased this option to reduce the number of devices leased shall not be
to Customer under the terms and conditions set forth on the cause for Quicket to increase the unit pricing for the materials
Leased Equipment Addendum attached hereto at Appendix 4. provided.
7. FEES,BILLING AND PAYMENT. 8. OWNERSHIP AND CONFIDENTIALITY.
(a) Customer shall pay Quicket the license, subscription and 8.1 Quicket Ownership. Ownership of the Equipment,
service fees specified in a purchase order. Customer shall also the Quicket Solutions Software and Services (excluding
pay any expenses, as reasonably incurred and approved by Customer Data), any Quicket-developed Documentation (in
Customer in connection with the applicable purchase order. whole or in part), and all related copyright, patent, trade secret
Quicket will include receipts and other reasonable evidence of and other proprietary rights, are the exclusive property of
such expenses incurred with its invoice, and such invoices will Quicket and its licensors. Quicket reserves all rights not
be issued to Customer in the course of Quicket's routine expressly granted to Customer in this Agreement. There are
monthly billing cycles. Subscription fees for the Quicket no implied rights. Except as contemplated under this
Solutions Software and Services and Equipment Lease fees Agreement, Customer shall not(i) use, disclose or provide any
will be invoiced on a monthly basis, and Customer will pay Software or related Quicket Documentation(or any modifications
such fees in accord with the prompt pay act. The Customer or derivatives thereof) or any other confidential or non-public
will use its Illinois State Sales Tax exemption to the fullest information related to Quicket's products or business, to any
extent allowed by law for any taxes that may be charged to other party, except as permitted under this Agreement or any
Customer and Quicket for any taxable materials that will supporting documentation, (ii) attempt to or knowingly permit or
ultimately be owned or utilized by the Customer. Customer encourage others to attempt to alter, reverse engineer,
I
shall not be responsible for any other taxes not otherwise disassemble, decompile, decipher or otherwise decrypt or
exempted, Notwithstanding any part of this Section 7 to the discover the source code to the Software except permissible by
I contrary, in the event any federal, state or local prompt pay or applicable law despite such prohibition, or (iii) use the Quicket
similar act, statute, law or regulation ("Law") applies to this Solutions Software and Services for the benefit of any third party
Agreement, such Law shall supersede any conflicting terms not related to the Customer without the express prior written
set forth herein(for example,a"prompt pay"act). consent of Quicket. Customer shall take all reasonable
precautions to prevent unauthorized or improper use or
(b) Quicket warrants that the pricing offered pursuant to this disclosure of the Software by Customer, Users or other
Agreement is approximately 25% lower than planned pricing employees or contractors to whom it makes the Software
for Quicket's future customers. During the Term, Quicket available, and shall not reproduce on any copies of Software,
agrees that the Quicket Solutions Software and Services shall and not cause or direct the removal of any titles, trademarks,
be provided to Customer on pricing at least five percent (5%) copyright and other proprietary or restrictive legends or notices.
lower than any subsequent Quicket customer, provided that
the terms and conditions under which the Quicket Solutions 8.2 Customer Ownership. As between Quicket and Customer,
Software and Services are provided to such other customer all devices (other than Equipment), Customer and other data
are of the same quality and character as provided to Customer, submitted to the Quicket Solutions Software and Services by
including the type and quantity of Equipment provided, Customer("Customer Data") in the course of using the Quicket
Software and Services subscribed, delivery terms and other Solutions Software and Services, is owned by Customer and
factors as Quicket and Customer, respectively, may consider in shall be considered by Quicket as Customer's confidential
the exercise of its commercially reasonable judgment. Should information, together with any related documentation, copies,
Quicket enter into any subsequent agreement with any modifications and derivatives of the foregoing and all related
customer during the term which provides for pricing equal to or copyright, patent, trade secret and other proprietary rights in the
more favorable than those contained in this Agreement, then foregoing. Unless it receives Customer's prior written consent,
this Agreement shall be deemed to be modified to provide Quicket will not access or use any Customer Data other than
• Customer more favorable pricing in accordance with this as necessary to accomplish the services to be provided by
Section 7(b). Quicket shall notify Customer promptly of the Quicket. There are no implied rights. Quicket shall not(i) use,
existence of such more favorable pricing terms and shall adjust disclose or provide to any other person any Customer Data or
Customer's pricing to meet the requirements of this Section other related Customer documentation (or any modifications or
7(b) on the next invoice, with the modified pricing starting on derivatives thereof) or any other confidential or non-public
the next scheduled invoice. information related to Customer or Customer's activities, (ii)
attempt to or knowingly permit others to attempt to alter, reverse
(c) During the Term, Customer may increase or reduce the engineer, disassemble, decompile, decipher or otherwise
quantity of the Quicket Software and Services or Equipment. decrypt or discover Customer Data or any Customer Confidential
Customer shall provide written notice of the quantities of Information, or (iii) modify any Customer Data or Customer
Quicket Software and Services or Equipment to be added or Materials without prior express written consent from Customer.
removed from the Agreement. Quicket will deliver the Quicket shall take all commercially reasonable precautions to
Page 2 of 21
prevent unauthorized or improper use or disclosure of the
Customer Data by Quicket or its employees. 8.4 Data Sharing. In the event that any customers of Quicket
determine that sharing of the customers' respective
8.3 Confidentiality. Confidential Information or data is likely to be of mutual benefit
to the customers and the sharing of information and data can
(a) "Confidential Information" means non- be effected or facilitated through the Quicket Solutions
public information marked"confidential"or"proprietary", or that Software and Services,such customers and Quicket may enter
otherwise should be understood by a reasonable person to be into a form of mutually acceptable Data Sharing and Non-
confidential in nature, provided by a party or on its behalf to the Disclosure Agreement providing for the transfer of such
other party to this Agreement. All terms of this Agreement, information and data between or among such customers and
including but not limited to fees and expenses, are considered authorizing Quicket to (i) facilitate such transfer, (ii) grant
Confidential Information of both parties however, Customer appropriate access to representatives of each customer to the
shall not be restricted from including payment amounts to Confidential Information and data of the other pursuant to the
Quicket in a publicly disclosed document. Customer terms of the data sharing agreement, and (iii) such other acts
Confidential Information includes, but is not limited to, all as may be reasonably required on the part of Quicket to
Customer Data and other related Customer documentation (or implement and manage such arrangement, including any fees
any modifications or derivatives thereof) and any other and expenses associated with such Data Sharing and Non-
confidential or non-public information related to Customer's Disclosure Agreement..
activities. Quicket Confidential Information includes, but is not
limited to, the Software, Quicket-owned Professional Services 9. WARRANTY;INDEMNITY;DISCLAIMERS.
Deliverables, financial information, product features, product
roadmap and other non-public information regarding Quicket's 9.1 Software and Services Performance Warranty.
business and products. Confidential Information does not Quicket warrants that for a period of one year following the
include any information which is or becomes publicly available delivery of the Quicket Solutions Software (the "Warranty
through no fault of the receiving party; is independently Period"), the Software and the Quicket Solutions Software and
developed by the receiving party without use of the disclosing Services will perform in material conformity with all applicable
party's confidential and/or non-public information; or is rightfully end user Documentation supplied by Quicket; provided, that
obtained without restriction on disclosure through a chain of the Software and the Quicket Solutions Software and Services
parties not originating in the breach of any obligation to the are operated in accordance with the Documentation and that
disclosing party. Quicket receives a written claim from Customer under this
limited warranty within the Warranty Period ("Warranty"). In the
(b) Each party agrees to: (i) use Confidential event of a breach of this Warranty, at Quicket's election it
Information of the other party only as permitted under this shall, at no additional cost to the Customer: (a) replace or
Agreement or as requested or directed by a party to this repair the affected Quicket Solutions Software and Services so
Agreement and (ii) protect the Confidential Information using it performs as warranted or, (b) if Quicket is not able to or
reasonable measures commensurate with those that the determines it is not commercially feasible to repair or replace
receiving party employs for the protection of corresponding the same within a reasonable period of time, terminate the
sensitive information of its own. Without the other party's prior License and Quicket Solutions Software and Services and
written consent, each party may disclose Confidential credit or(at Customer's option) refund to Customer the unused,
Information to (A) its employees who reasonably require prepaid Quicket Solutions Software and Services subscription
access to such Confidential Information in connection with the fees paid hereunder on a pro-rated basis based on the
applicable party's performance or observance of, or exercise of remaining period in the Term. This Warranty does not apply if
its rights under, this Agreement, (B) in the case of Quicket as Customer or any third party changes or modifies the Software
the receiving party, on a need to know basis to permitted without the written authorization of Quicket or if the defect is
subcontractors who are bound by confidentiality obligations caused by use of the Software with third party software or
substantially similar to those set forth in this Agreement, (C) in hardware not supplied, supported, recommended or approved
the case of Customer, on a need to know basis to its third party by Quicket for use with the Software. Customer will have
contractors who are bound by confidentiality obligations access to all Documentation related to the Quicket Solutions
substantially similar to those set forth in this Agreement, and Software and Services as set forth in the purchase order. The
(D)on a need to know basis to attorneys, accountants or other Documentation will describe the functionality and capabilities
professional advisors who are bound by an ethical duty of of the Quicket Solutions Software and Services including
confidentiality; (E) or as otherwise required by law, including without limitation material information required for installation,
the Illinois Freedom of Information Act. implementation and support of the same.
(c) Each party agrees that in the event the other 9.2 Service Level Agreement. During the Term, the
party's Confidential Information is inadvertently disclosed or is Quicket Solutions Software and Services shall be available for
compromised, the disclosing party will immediately report the use in accordance with the Service Level Agreement ("SLA"),
same to the non-disclosing party and work with the non- at Appendix 5 attached hereto.
disclosing party to take any reasonably required steps to
mitigate any damage caused by the same. 9.3 Professional Services Performance Warranty.
Quicket further warrants that Professional Services supplied
(d) Notwithstanding any provision of this hereunder, or under any future SOW or Schedule, shall be
Agreement to the contrary, any portion of this Agreement supplied in a professional and workman-like manner consistent
required to be made public or available to the public under any with general industry standards reasonably applicable to the
applicable law shall be excepted from the definition of Professional Services to be provided. All personnel performing
Confidential Information. Professional Services under this Agreement or any
Page 3 of 21
subsequent agreement will be sufficiently trained and WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF
knowledgeable to perform the services required, and shall ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
meet any and all requirements necessary to perform
Professional Services that are to be provided by Quicket to the 9.6 Intentionally omitted.
Customer.
9.7 Data Security and Privacy.
9.4 Title Warranty and Indemnity from Quicket. Quicket (a) Unless it receives Customer's express
represents and warrants that it has full legal power and authority written consent, Quicket will not give any third party access to
to grant the License, provide the Quicket Solutions Software and Customer Data other than as required to accomplish the terms
Services, and the Professional Services Deliverables under this of this Agreement, as required by law, or as instructed by
Agreement and any subsequent agreement to the Customer. If Customer in writing. Quicket shall (i) institute and comply with
a claim is made or an action brought that the Professional industry-standard practices for systems security which are
Services Deliverables, Software or the Quicket Solutions reasonably sufficient to protect Customer Data from improper
Software and Services (or any component thereof) infringes a access, loss, alteration or destruction, and (ii) access
third party patent, copyright, or trademark, or misappropriates Customer's computer systems, if access is provided, only for
any trade secret or other intellectual property right,then Quicket the limited purpose of, and only for that period of time
will defend Customer from, and indemnify and hold harmless necessary for, fulfilling its obligations hereunder and subject to
Customer against, such claim and any resulting costs, damages Customer's security policies and procedures provided to
and attorneys' fees arising out of or incurred as a result of such Quicket in advance of Customer providing Quicket access to
claim, together with all amounts finally awarded or agreed to in Customer's internal systems. Quicket shall maintain (a) a
settlement, provided that(i) Customer promptly notifies Quicket current detailed disaster recovery and business continuity plan
in writing of the claim, and (ii) Quicket has sole control of the and (b) written information security plan, which shall be
defense and all related settlement negotiations, and further provided to the Customer prior to the execution of this
provided that no settlement of a claim binding Customer will be Agreement; and Quicket shall review and update or otherwise
entered into without the consent of Customer;and(iii)Customer modify as industry-standard practices require such plans not
reasonably cooperates in any investigation, defense or less than once a calendar year during the Term. All updates or
settlement of such claim or action. The Customer may modifications to the aforementioned plans shall be provided to
participate (at its own expense, except as described above) in the Customer within seven (7) days of Quicket's adoption of a
any investigation, defense or settlement of such claim or action. final revision, amendment or restatement of such plan. In
Quicket's obligations under this Section are conditioned on compliance with a pp licable law,
but in no less than a
Customer's agreement that if the Software, or the use or commercially reasonable time in accordance with the
operation thereof or of the Quicket Solutions Software and circumstances, Quicket shall promptly inform Customer
Services, becomes, or in Quicket's opinion is likely to become, whenever it knows or reasonably believes a security breach
the subject of such a claim, Quicket may at its expense, with has compromised, or is likely to compromise, Customer Data
Customer's consent, either procure the right for Customer to and will cooperate with Customer in investigating such breach,
continue using the Software, Professional Services Deliverables including making available all relevant records, logs, and files
or the Quicket Solutions Service (as the case may be) or, at as reasonably requested by Customer. In the event of any
Quicket's option, replace or modify the same so that it becomes actual breach of data security and unauthorized access to
non-infringing (provided such replacement or modification does Customer Data, Quicket shall: (i) immediately notify Customer
not materially adversely affect Customer's intended use of the within twenty-four(24) hours of the identification of the breach
Professional Services Deliverables, Software or the Quicket of data security and (ii) provide a Quicket point of contact,
Solutions Service as contemplated hereunder). If neither of the available to Customer by telephone, text or email, with a
foregoing alternatives are available on terms which are response time of not more than two (2) hours after delivery of
reasonable to the Parties,the Parties may terminate the Quicket the notice, until such time as the root cause of the data security
Solutions Service and the License as applicable and in such breach is identified and the vulnerability fixed. All reasonable
case Customer will return any Software in its possession or costs of providing notice to potentially affected persons
control upon written request by Quicket and Quicket will credit or pertaining to the breach shall be paid for by the party
(at Customer's option) refund the Customer any unearned, responsible for the vulnerability leading to the breach or
prepaid fees for the Quicket Solutions Software and Services. otherwise at fault for the breach. The parties shall consult and
Should the Parties terminate this Agreement, Quicket shall still mutually agree to the list of affected persons and content of
be required to indemnify and hold harmless the Customer from any such notices to be delivered to such affected persons;
any liability, whatsoever that is related to the Professional provided, that, if the parties are unable to agree to the content
Services and Equipment provided by Quicket to Customer; of any notice within a reasonable time after the notice of
Quicket's obligation to indemnify and hold harmless Customer breach, Customer may determine, in its sole discretion, the list
under this provision shall expire on the fifth anniversary of the of persons to whom notice is to be sent and the content of
termination. Quicket shall have no liability for any claim based such notices. The costs of any remediation and repair to the
upon (a) use of the Software or service other than as expressly data security systems and procedures of either Quicket or
authorized by this Agreement or any subsequent agreement or Customer shall be paid by the party at fault for the root cause
as contemplated by the Documentation, (b) the combination, of the data security breach. The parties do not anticipate or
operation or use of any Software with materials not supplied by intend that Quicket will have or require access to any personal
Quicket or authorized for use by Quicket, or not otherwise information or personal health information in connection with
contemplated by this Agreement or the Documentation, if such this Agreement, other than the business contact information
claim would have been avoided by use of the Software alone (phone numbers, e-mail addresses, etc.) of Customer's
THE FOREGOING STATES THE SOLE REMEDY OF employees which shall be held in confidence by Quicket in
CUSTOMER AND THE ENTIRE OBLIGATION OF QUICKET accordance with Section 8.3 of this Agreement. While Quicket
Page 4 of 21
strives to comply with all applicable data protection and privacy party payments made to or for the benefit of Customer, Quicket
laws, the Quicket Solutions Software and Services are not shall meet or exceed all applicable Payment Card Industry
warranted to comply with the Health Insurance Portability and ("PCI") standards and maintain PCI certification of its payment
Accountability Act of 1996 ("HIPAA") and the Health application, platform or portal.
Information Technology for Economic and Clinical Health Act
of 2009 ("HITECH"). Customers of the Quicket Solutions (d) If a third party claim or action is brought
Software and Services, including Customer, are responsible for against Customer as a result of any security breach that results
ensuring that the nature of the data collected, transmitted in misuse or improper access to any Customer Data due to
through and/or stored in the Quicket Solutions Software and Quicket's or its applicable vendor(s) acts or omissions, Quicket
Services and Customer's use thereof comply with applicable will defend, indemnify and hold harmless Customer and against
laws. Quicket warrants that it will not knowingly or willfully such third party claim and any resulting costs, damages and
violate HIPAA and HITECH, and will take all necessary attorneys'fees arising out of or reasonably incurred as a result of
safeguards to ensure no such violation occurs. The parties such claim, together with all amounts finally awarded or agreed
acknowledge that Customer is solely responsible for populating to in settlement as a result of such claim, provided that (i)
and entering all Customer Data in the Quicket Solutions Customer promptly notifies Quicket in writing of the claim, and
Software and Services and Quicket has no control over the (ii) Quicket has sole control of the defense and all related
integrity of the data collected and input through Customer's settlement negotiations, provided that no settlement of a claim
use of the Quicket Solutions Software and Services. Customer binding Customer will be entered into without the consent of
shall have access to the Quicket Solutions Software and Customer as applicable and provided that Customer may
Services in order to store, retrieve or export Customer Data; participate in the defense and settlement of any such claim at its
and upon any termination or expiration of this Agreement, own cost; (iii) Customer reasonably cooperates in any
Customer shall be entitled to the Customer Data Access investigation, defense or settlement of such claim or action.
Period for the purpose of allowing Customer to complete a final Quicket shall procure insurance coverage for any claims made
export of the Customer Data, and thereafter Quicket shall by third-parties as described in this Section 9.7(d), and Quicket
destroy all electronic copies of Customer Data remaining in shall provide an endorsement to such insurance policy which
Quicket's possession, custody or control and purge any media names Customer as an additional insured. Such insurance
that previously housed the Customer Data. During the Term of coverage shall be primary and non-contributory as to all other
this Agreement and the Customer Data Access Period, Customer's insurance.
Customer will have access to Customer Data within the
Quicket Solutions Software and Services and will have the 9.8 Viruses and Disabling Code. Quicket shall use
ability to download its Customer Data at any time as part of the commercially reasonable efforts to ensure that Software is
I Quicket Solutions Software and Services functionality. Quicket scanned prior to delivery to Customer, using industry standard
represents and warrants that its collection, access, use commercially available scanning software, in order to ensure
,storage, disposal and disclosure of Confidential Information that there are no known computer viruses, malware, or similar
does and will comply with all applicable federal, state and local malicious code or items in the Software on delivery to
privacy and data protection laws, as well as all other applicable Customer. The Quicket Solutions Software and Services, upon
regulations and directives. If Quicket fails to comply with any delivery, (i)will not contain any back doors,trap doors,worms,
of its obligations under this Section 9.7, Customer shall be or any other disabling devices designed to interfere with
entitled, in addition to monetary relief, to injunctive or other Customer's normal and permitted operation of the Quicket
equitable relief. Solutions Software and Services, and (ii) will not permit the
access or control of any Customer hardware, network,
(b) Quicket shall host the Quicket Solutions software or device by any party other than Customer, except
Software and Services at a facility that meets the standards of as contemplated in the Documentation.
ISO270001 and is certified at least to SAS70 and/or SSAE16
standards, or a substantially similar successor standard, and 10. LIMITATION OF LIABILITY.
will have industry standard physical, technical and
administrative data security infrastructures in place, and be 10.1 Intentionally omitted.
CJIS approved and compliant. Quicket currently uses Amazon
Government Cloud for its third party hosting subcontractor and 11. TERM AND TERMINATION.
will not make any changes to a third party hosting
subcontractor arrangement that decreases security 11.1. General. This Agreement shall become effective upon
infrastructure from that in place as of the date of this execution by authorized representatives of both Quicket and
Agreement. Quicket Solutions Software and Services are Customer(the"Effective Date") and shall continue in effect until
intended only for use in the United States, and Quicket does the earlier of expiration or termination of this Agreement.
not warrant or represent that the Quicket Solutions Software
and Services are or will become EU Safe Harbor Certified. In 11.2 Termination for Cause. Either party may terminate
the event Quicket is unable to meet the standards or procure this Agreement (including any License granted therein), in the
the certifications set forth in this Section 9.7(b),then such event event of a material breach of this Agreement by the other party
shall be deemed a material breach, and Customer may that is not cured within thirty (30) days after receipt of written
terminate this Agreement in accordance with its terms. notice from the non-breaching party to the breaching party;
provided, however, that either party may terminate this
(c) Transmission of Customer Data through the Agreement immediately, and without any opportunity to cure, in
Quicket Solutions Software and Services shall utilize industry the event of a breach of Section 8 of this Agreement.
standard and the Federal Bureau of Investigation Criminal
Justice Information Services Division certified encryption 11.3 Termination for Convenience. Either party may
techniques. In the event Quicket processes or accepts third terminate this Agreement for such party's convenience and
Page 5 of 21
without cause upon written notice to the other party at least thirty communications between the parties, and is binding upon the
(30)days prior to the effective date of termination. parties and their permitted successors and assigns. This
Agreement may be modified or amended only by a written
11.4 Effect of Termination. instrument executed by the authorized representatives of both
of the parties. This Agreement shall apply to all Software and
(a) Upon termination or expiration of this Agreement services ordered by Customer or delivered to Customer by
or termination or expiration of a specific Schedule, Customer Quicket.
shall make no further use of the affected Quicket Solutions
Software and Services or Equipment and shall within ten (10) 12.5 Relationship of Parties. Quicket and Customer are
days deliver to Quicket or destroy the original and all copies of independent contractors, and nothing in this Agreement shall
such Software and return the affected Equipment to Quicket or be construed as making them partners or as creating the
make such Equipment available for pick-up by Quicket. relationships of employer and employee, master and servant,
Customer may retain a copy of any terminated or expired or principal and agent between them, for any purpose
Software solely for archival purposes. Termination or expiration whatsoever. Neither party shall make any contracts,warranties
shall not affect any rights accrued prior thereto. or representations or assume or create any other obligations,
express or implied, in the other party's name or on its behalf.
(b) Upon any termination or expiration of this
Agreement, Quicket shall make the Quicket Solutions Software 12.6 Intentionally Omitted.
and Services available to Customer during the Customer Data
Access Period for Customer to complete a final export of the 12.7 Third Party Products. Third party software products
Customer Data. In the alternative, Quicket may determine to and programs supplied or made accessible under this
provide the export of Customer Data in a form and format Agreement, including by way of example software that is part of
reasonably available to or usable by Customer. the Service infrastructure such as database, back-up, storage,
and firewall software, are licensed under this Agreement for use
12. MISCELLANEOUS. solely with the Quicket Solutions Software and Services as
authorized under this Agreement, and are subject to the
12.1 Insurance. Quicket has provided Customer with a confidentiality and non-assignment provisions of this Agreement
memorandum of insurance evidencing the policies, coverages Certain portions of the Software may include open source or
and applicable limits of insurance procured by Quicket and in third party program(s)that are subject to the license terms and
force at the time this Agreement is executed. Quicket warrants notifications found in the "About" box documentation included
to Customer that it will not reduce coverages or limits during the within the Software, as updated from time to time and posted on
Term. the Quicket website. Such program(s) are not subject to the
warranty and indemnity provisions of this Agreement.
12.2 Export; Government Restricted Rights. Customer
acknowledges that the export of any Software is or may be 12.8 Intentionally omitted.
subject to export or import control and Customer agrees that
any Software or the direct or indirect product thereof will not be 12.9 Audit Rights;Usage Verification.
exported (or re-exported from a country of installation)directly
or indirectly, unless Customer obtains all necessary licenses (a) No more than once in any twelve(12)month
from the U.S. Department of Commerce or other agency y as period, upon thirty(30)days prior written notice to Customer,
required by law. Customer may request, from time to time,that Quicket shall have the right,for purposes of verification of
Quicket provide Customer with reasonably available Customer's compliance with this Agreement,to access the
information applicable to the Quicket Solutions Software and User data within the Quicket Solutions Software and Services.
! Services to facilitate compliance with this Section 11.2, Customer acknowledges that the Quicket Solutions Software
including applicable export classifications and designations. If and Services may at the date of this Agreement or in
Customer or any of its end users are a U.S. federal subsequent releases include password protection,anticopying
government end user, the Quicket Solutions Software and subroutines or other security measures designed to monitor the
Services are a "Commercial Item" as that term is defined at 48 usage of the Software for license management purposes. Under
C.F.R. §2.101, consisting of"Commercial Computer Software" no circumstances may Quicket employ any such measure to
and "Commercial Computer Software Documentation", as interfere with Customer's normal and permitted operation of the
those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. Quicket Solutions Software and Services. Any audit performed
§227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. shall not disrupt the operations and functions of the Customer.
§227.7202-1 through 227.7202-4, as applicable, the Quicket Audits will have minimal to no impact upon the system. Any
Solutions Software and Services are licensed to such audit shall not last more than one regular business day of eight
Customer and end users only with those rights as expressly (8)hours.
provided under the terms and conditions of this Agreement.
(b) Upon request by Customer, Quicket agrees to
12.3 Non-Assignment. Neither party may sell, assign, or complete, within sixty (60) days of receipt, a security audit
otherwise transfer to any third party this Agreement or any of questionnaire provided by Customer.
its rights or obligations hereunder without the prior written
consent of the other party. 12.10 Service Locations. All Professional Services shall be
performed within the United States. Customer's Quicket
12.4 Entire Agreement. This Agreement sets forth the Solutions Software and Services environments, and all
entire agreement between the parties with respect to the Customer Data under Quicket's possession or control, shall be
subject matter hereof, supersedes all other oral and written provisioned in Quicket's data center in the United States.
representations, understandings, proposals and other
Page 6 of 21
12.11 Miscellaneous. In no event shall either party be in accordance with, the substantive laws of the State of Illinois
liable for any delay or failure to perform under this Agreement, without regard to its conflict of laws principles. The parties
which is due to causes beyond the reasonable control of such agree that the United Nations Convention on Contracts for the
party and without such party's fault or negligence; provided International Sale of Goods shall not apply to any transaction
that the affected party notifies the unaffected party as soon as between the parties. All notices given under this Agreement
reasonably possible, and resumes performance hereunder as shall be in writing. Any notice under this Agreement if
soon as reasonably possible following cessation of such force delivered by hand, sent by facsimile, or mailed via overnight
majeure event. To the extent that any provision of this courier, shall be deemed given on the business day following
Agreement is found to be void or unenforceable, such the sending of such notice, and any notice sent via mail shall
provision shall be without effect and the remainder of the be deemed given on the third business day following the
Agreement shall be enforced to the full extent of the law. This mailing of any such notice, postage paid, to the address set
Agreement shall be governed by, and interpreted and enforced forth above.
Page 7of21
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY
ITS TERMS AND CONDITIONS.
Quicket Sol Lions,Inc. C
Name: CAAlai.*a,wA BIrA, Nam- Y/e T. I
Title: J(€biJ* C/E0 Title: Vs IIagt 1 1i'th'.LS4CJDN
Date: (Z/ 4 S Date: t l j 23) I S
Page 8of21
Appendix 1 Services may include, but are not limited to, set-up services,
configuration and/or implementation services and/or other
Definition Appendix consulting services.
"Agreement" means this Master Software and Service "Professional Services Deliverables" means any software,
Agreement,together with and the following documents: modifications to software, configurations, documentation,
reports or other work product developed and delivered by
(a) Definitions,Appendix 1 Quicket to Customer under a Professional Services project.
(b)Technical Support Policy,Appendix 2
(c)Professional Services Terms,Appendix 3 "Quicket Solutions Software and Services" means the
(d) Leased Equipment Addendum,Appendix 4 Software and the Quicket Solutions cloud-based hosted service
(e)Service Level Agreement,Appendix 5 for access to the Quicket web-based and mobile applications as
(f)Additional Terms and Conditions to Master specified in the applicable Schedule, purchase order or other
Software and Services Agreement,Appendix 6 ordering document.
(g)Statement of Work,Village of Lemont
Implementation Plan,dated , 2015.
"Schedule" means an addendum, appendix, amendment or
"Customer Data" means all data submitted to the Quicket other writing titled as a schedule and attached to or included in
Solutions Software and Services by Customer ("Customer this Agreement, when signed by both parties from time to time
Data")in the course of using the Quicket Solutions Software and that, when completed, sets forth the features, term, quantities,
Services, including any related documentation, copies, scope and fees associated with the purchase of a License or
modifications and derivatives of the foregoing and all related Licenses to Software, a Quicket Solutions Software and
copyright, patent, trade secret and other proprietary rights Services subscription, leasing of Equipment, or the description
therein. and fees associated with the purchase of Professional Services
under Appendix 3 hereof.
"Customer Data Access Period" means a period of no less
than thirty (30) days immediately following the termination or "Software" means the standard version of the software
expiration of this Agreement during which Customer is allowed program or programs marketed and licensed by Quicket.
to complete a final export of Customer Data. Software includes machine readable (object) code, except for
certain Software which Quicket may elect to supply in source
"Documentation" means Quicket materials describing the code format. Software includes any Updates or Upgrades of the
Quicket Solutions Software and Services, including, but not Software, as defined in this Appendix, applied by Quicket to the
limited to, product technical manuals and online information Quicket Solutions Software and Services during the Term.
(including online versions of the technical manuals) and help
facility descriptions. "SOW" or "Statement of Work" means a Schedule or other
separate document referencing this Agreement and signed by
"Equipment" means any tablet computers, communication both parties from time to time that sets forth Professional
devices, printers, supplies and other accessories provided to Services to be supplied by Quicket and which may contain
Customer by Quicket for use with the Quicket Solutions certain other terms related to the provision of such Professional
Software and Services. Services, the Quicket Solutions Software and Services and/or
Equipment that are agreed between the parties.
"Error" means a defect which causes the Software not to
perform substantially in accordance with the specifications set "Support Policy"has the meaning set forth in Section 4.
forth in the Documentation and which can be reproduced or
replicated in regular usage by Customer and Quicket. "Telephone Support" means technical, telephone assistance
provided by Quicket to Users. Standard Telephone Support is
"Error Correction" means the use of reasonable commercial provided during the hours of 8:00 am and 6:00 pm Central
efforts to remedy an Error. Standard Time,excluding Quicket recognized holidays.
"License" means a license to use the Software and/or Quicket Quicket will provide additional non-standard 24/7 telephone
Solutions Software and Services, as applicable, as defined in support. Any response to requests for support outside of the
the applicable Schedule. standard support hours will be on a four(4)hour response time,
measured from the time the call is placed to Quicket.
"MSSA" means the Master Software and Service Agreement.
"Previous Sequential Release" means a release of Software "Term" means the period commencing on the delivery of the
which has been replaced by a subsequent Release of the same Software and Equipment to Customer and ending to 12:01 am
Software. A Previous Sequential Release will be supported by local time on the first anniversary hereof (the "Initial Term");
Quicket for a period of only one (1) year after release of the This Agreement shall automatically renew for successive one-
subsequent Release. year periods, each of which renewals shall be part of the Term,
unless either party notifies the other that such party declines to
"Professional Services" means those services to be provided renew the Agreement at least thirty (30) days prior to the end
by Quicket to Customer and which (i) are not specifically of the then current Term. Notwithstanding any automatic
included under the Master Software and Service Agreement the renewal of the Agreement, either party may terminate the
Additional Terms and Conditions to the Master Software and Agreement in accordance with its terms.
Service Agreement, and (ii) are set forth in a separate
agreement between Quicket and Customer. Professional
Page 9 of 21
"Updates"mean error corrections,fixes,workarounds or other
maintenance releases of the Quicket Solutions Software and
Services.
"Upgrades"mean new releases or versions of the Quicket
Solutions Software and Services that provide enhancements,
modifications or improvements to the features or functionality;
for purposes of this Agreement, "Upgrades"shall also include
new features which are made generally available to all
customers purchasing the Quicket Solutions Software and
Services and for which Quicket does not charge any customer
additional incremental fees.
"User"means an individual who is an employee of Customer
authorized access to and use of the Quicket Solutions
Software and Services during the course of such User's
employment.
"Workaround"means a change in the procedures followed or
data supplied by Quicket to avoid an Error without substantially
impairing use of Quicket Solutions Software and Service.
Page 10 of 21
report, notify Customer's Qualified Individuals of the engineers
Appendix 2 assigned to the Error report; (iii)within one(1)week of receipt of
the Error report, attempt to identify the nature of the Error and
Technical Support Policy notify Customer's Qualified Individuals of a commitment date by
which an Error Correction shall be provided,which date shall be
The following details Quicket's current Technical Support Policy as soon as reasonably possible with Quicket's best efforts.
regarding the Quicket Solutions Software and Services. Quicket shall exercise commercially reasonable efforts to
Updates to Quicket's Technical Support policies will be include an Error Correction in the next regular Software
accessible at Quicket's website, under"support". maintenance Update.
Third Party Software is specifically excluded from the terms set 1.2.3 Priority C Error: means an Error
forth in this Appendix(but this exclusion does not pertain to the which causes only a minor impact or restricts Customer's use of
software interfaces and port-sets developed by Quicket that Quicket Solutions Software and Service. Quicket shall(i)assign
enable the link between the Software and the Third Party Quicket engineers to correct the Error; (ii) within twenty four
Software). (24) hours of receipt of the Error report, notify Customer's
Qualified Individuals of the engineers assigned to the Error
Unless otherwise defined herein, capitalized terms used in this report;and(iii)within two(2)weeks of receipt of the Error report,
Appendix shall have the same meaning as set forth in the MSSA attempt to identify the nature of the Error and notify Customer's
to which this Appendix 2 is attached. Qualified Individuals of a commitment date by which an Error
Correction shall be provided, which date shall be as soon as
reasonably possible with Quicket's best efforts. Quicket may
include an Error Correction in the next Version of the Product.
1. SUPPORT SERVICES
1.3 Other Errors. If Quicket believes that a problem
1.1 Coverage. For so long as Customer is current in reported by Customer may not be due to an Error in the Quicket
the payment of the Service Fees under the Agreement between Solutions Software and Service, Quicket will so notify
Quicket and Customer, Quicket agrees that it shall use its Customer's Qualified Individuals. At that time, Customer may:
diligent commercial efforts to provide support services to (i)instruct Quicket to proceed with problem determination as set
Customer as follows: forth below or (ii) instruct QUICKET that Customer does not
wish the problem pursued at its expense.
1.1.1 Error Correction and Telephone
Support provided to Users concerning use of the Quicket 1.4 General Telephone Support. For general
Solutions Software and Service. questions pertaining to the operation of the Quicket Solutions
Software and Services or the Equipment, Quicket will provide a
1.2.2 Releases, Versions and Updates telephone help desk number and will respond to calls made by
which consist of one copy of published revisions to the Customers in accordance with the applicable level of support.
Documentation relating to the Services. For all Customers, Quicket's standard level of Telephone
Support is provided during the hours of 8:00 am and 6:00 pm
1.2 Error Priority Levels. Quicket shall exercise Central Standard Time, excluding Quicket recognized holidays.
commercially reasonable efforts to correct any Error reported by Customers subscribing to the standard Telephone Support shall
Customer's Qualified Individuals in the current, unmodified receive a return call the same day; calls made after 6:00 pm
release of Software in accordance with the following priority level Central Standard Time shall receive a retum call the following
reasonably assigned to such Error by Quicket: day. Customers purchasing non-standard Telephone Support
will receive a return call within four(4) hours from the time the
1.2.1 Priority A Error: means an Error call is placed to Quicket.
which renders the Quicket Solutions Software and Service
inoperative or causes the Quicket Solutions Software and 1.5 Limitations of Support. Quicket shall have no
Service to fail catastrophically. Quicket shall promptly: (i)assign obligation to support: (i) Quicket Solutions Software and
Quicket engineers to correct the Error; (ii) within twenty four Service that is not the then current release or the Previous
(24) hours of receipt of the Error report, attempt to identify the Sequential Release; or (ii) Quicket Solutions Software and
nature of the Error and notify Customer's Qualified Individuals of Service problems caused by Customer's modification, abuse or
a commitment date by which Workaround or Error Correction misapplication, use of the Software other than as specified in the
shall be provided, which date shall be as soon as reasonably Documentation or other causes beyond the reasonable control
possible with Quicket's best efforts; (iii) notify Quicket of Quicket.
management that such Errors have been reported and of steps
being taken to correct such Error(s); (iv)provide Customer's 3. CUSTOMER'S RESPONSIBILITIES
Qualified Individuals with periodic reports on the status of the
corrections; and (v) provide Customer's Qualified Individuals 3.1 Procedures. Customer shall take reasonable
with a Workaround or Error Correction. measures to ensure that its Users shall read, comprehend and
follow operating instructions and procedures as specified in, but
1.2.2 Priority B Error means an Error not limited to the Documentation and other correspondence
which substantially degrades the performance of Quicket related to the Quicket Solutions Software and Service, and
Solutions Software and Service or materially restricts follow procedures and recommendations provided by Quicket
Customer's use of the Quicket Solutions Software and Service. support personnel in an effort to correct Errors.
Quicket shall, promptly: (i)assign Quicket engineers to correct
the Error; (ii)within twenty four(24)hours of receipt of the Error
Page 11 of 21
3.3 Notification of Errors. Customer shall notify 5. ACCESS TO CUSTOMER'S PROPERTY AND
Quicket of Errors in accordance with the then-current Quicket COMPUTERS. Upon Quicket's request, Customer agrees to
Error and problem reporting procedures. If Quicket believes that provide Quicket access to any Equipment and, if necessary,
a problem reported by Customer may not be due to an Error in Customer's computer(s) via remote data communication and,
the Software or provision of Services, Quicket will so notify upon Quicket's written request, by visits to Customer's site as
Customer. reasonably required to perform the Professional Services
pursuant to any Schedule or SOW and Quicket will abide by
4. WARRANTY Customer's security and safety regulations and policies,
provided in advance to Quicket, and which are applicable to
4.1 Limited Warranty. Quicket warrants that Support such access. Any access under this provision shall not disrupt
Services will be performed with the same degree of skill and the operations of the Customer and will have minimal to no
professionalism as is demonstrated by like professionals impact upon the Customer's information technology systems.
performing services of a similar nature.
5. SUPPORT POLICY CHANGES 6. LICENSE;OWNERSHIP.
5.1 This Schedule sets forth Quicket's policy with 6.1 Quicket hereby grants to Customer a non-exclusive,
respect to the provision of support in force as of the Effective non-transferable license to use the Quicket-owned
Date. Customer acknowledges that these terms are subject to Professional Services Deliverables delivered to Customer,
change in accordance with Section 4(a)of the MSSA. solely in conjunction with, and consistent in scope with,
Appendix 3 Customer's permitted use of the Quicket Solutions Software
Professional Services Terms and Services under this Agreement.
1. SERVICES. 6.2 To the extent that any Quicket-owned Professional
Services Deliverables are delivered to Customer by Quicket in
Quicket will provide Professional Services pursuant to y
P P
source
code format then Quicket hereby grants to Customer a
Schedule(s) and/or SOW(s) executed by the parties and
limited license to copy and to modify such source code, and to
referencing this Agreement. Unless the parties expressly agree compile such source code into object code, but solely in
in writing to the contrary, the Professional Services do not connection with, and only to the extent necessary for,
include maintenance and/or support services for any Customer's maintenance and support of the Quicket-owned
Professional Services Deliverables. Deliverables". Customer
separately Professional Services Deliverables hereunder and for no other
may p y purchase from Quicket maintenance and/or purpose. The license grant in this Section 6.2 is subject to any
support services for such deliverables or work product on a limitations set forth in Section 6.1 above.
time and materials basis as set forth in an applicable Schedule
or SOW as agreed to by the parties. 6.3 Quicket retains ownership of all information, Software
and other property owned by it prior to this Agreement or which
2. CHANGE REQUESTS. Either party may request a it develops independently of this Agreement. Unless otherwise
change to an SOW or Schedule of Professional Services, and agreed by the parties in an applicable SOW, Quicket retains
for such purpose shall submit to the other party a written notice ownership of all Professional Services Deliverables. All such
("Change Request")setting forth the requested change and the information shall be treated as Quicket's confidential
reason for such request. Within five(5)business days(or such information in accordance with Section 8.1 of the Agreement.
other period of time as agreed by the parties) after the receipt Quicket may utilize any and all methods, computer software,
of such Change Request, the parties shall discuss the know-how or techniques related to programming and
necessity, desirability and/or acceptability of the Change processing of data, developed by it while providing the
Request. When and if both parties have agreed in writing upon Professional Services and may incorporate the work product in
the changes, and any resulting change in the estimated fees future releases of any of its software, provided the same does
for the project, the parties shall complete and execute a new not incorporate or include any Customer Data, Customer
SOW or Schedule.All Change Requests must comply with the Material, or Customer's Confidential Information. Quicket will
provisions of 720 ILCS 5/33E-9 and all other applicable laws. have sole discretion as to whether and how to implement any
such Suggestions into the Software.
3. CHARGES FOR SERVICES. Customer shall pay to 6.4 Customer Ownership.
Quicket the fees set forth in the SOW(s)or Schedule(s) for the
Professional Services. Unless explicitly stated otherwise in (a) Customer retains ownership of all information,
writing in an SOW or Schedule or any other document, all such systems, software and other property owned by it prior to this
listed Professional Services fees are estimates only, and are Agreement or which it develops independently of this
billed on a time and materials basis at rates agreed upon in Agreement, including without limitation all Customer Material
writing by the parties for the Professional Services. Quicket and Customer Confidential Information ("Customer
will give prior notice to Customer if Quicket reasonably Independent IP"). The parties acknowledge and agree that
believes the Professional Services will not be completed within Quicket shall not modify, adapt or create derivative works of
the estimate provided and the parties will enter into an the Customer Independent IP under this Agreement, and if any
appropriate opriate Change Request as necessary and as agreed by such work product is anticipated, the parties shall enter into a
the parties. Professional Services will be invoiced in mutually agreed upon amendment to this Agreement to
accordance with Section 7 of the MSSA. contemplate such work, which will reflect that Customer shall
own such work product.
4. Intentionally Omitted
Page 12 of 21
(b) Quicket hereby grants to Customer and its
Affiliates a non-exclusive, non-transferrable, worldwide license
to use and implement any ideas, modifications, or suggestions
it proposes, creates, or authors relating to the Customer
Independent IP. Customer will have sole discretion as to
whether and how to implement any such ideas, modifications,
or suggestions into the Customer Independent IP.
7. STAFFING. Quicket shall have sole discretion regarding
staffing for the Professional Services, including the assignment
or reassignment of its Professional Services personnel. In
addition, Quicket may, at Quicket's sole responsibility, retain
one or more sub-contractors to provide all or a portion of the
Professional Services subject to prior written notice to
Customer and provided Quicket remains solely responsible for
the same as contemplated by Section 5 of the MSSA to which
this Appendix 3 is attached. Customer shall have the sole
discretion to deny the use of a particular subcontractor.
Customer shall provide at least one mutually acceptable
contact person to communicate all product development-
related activities, and matters concerning the Professional
Services, to Quicket. Notwithstanding any provision of this
Appendix or any Addenda, SOW or Schedule to which this
Appendix is attached or relates, Quicket represents and
warrants that all Quicket employees and all subcontractors
providing Professional Services (or other services) pursuant to
this Agreement will meet all requirements established by
applicable law pertaining to citizenship, U.S. residency or other
applicable criteria, including requisite background checks and
meet any and all personnel requirements agreed to between
the Parties.
Page 13 of 21
Appendix 4 manufacturer's warranty, then Customer shall
Leased Equipment Addendum be responsible for the cost of repair or
replacement of such Equipment;
1. Lease: Quicket Solutions, Inc. ("Quicket")is providing
Customer certain Equipment, as defined in the MSSA, (iv) In the event Customer holds the warranty
and as set forth in a purchase order, SOW or other on any Equipment, then Customer shall be
ordering document entered into by the parties in responsible for contacting the manufacturer for
connection with the Agreement. This Leased Equipment any warranty matters.
Addendum applies to the delivery, possession and
maintenance of the Equipment. Customer agrees that all (c) In the event any Equipment malfunctions, is
such Equipment is leased from Quicket and that Quicket is the damaged, lost or destroyed during the Term, then
owner of the Equipment. This Equipment Lease Addendum Customer shall promptly notify Quicket in writing of
commences on the date the Equipment is delivered to such malfunction, damage, loss or destruction. In the
Customer, and all lease payments are included in the event Quicket directs Customer to deliver or make
total fees set forth on the purchase order or other ordering
document. available to Quicket, such malfunctioning, damaged or
destroyed Equipment, then upon receipt of the
2. Equipment Use,Maintenance and Warranties:(a) Equipment, Quicket shall (i) determine if Quicket is
Quicket leases the Equipment to Customer"AS IS" AND, able to remedy the malfunction or repair the
EXCEPT AS OTHERWISE STATED HEREIN, MAKES NO Equipment; or (ii) send the Equipment to the
WARRANTIES,EXPRESSOR IMPLIED WITH REGARD TO manufacturer pursuant to the applicable warranty and
THE EQUIPMENT, INCLUDINGANYWARRANTIESOF (iii) within two (2) business days of receipt of
MERCHANTABILITY OR FITNESSFORA PARTICULAR Customer's notice provide a similar make and model of
PURPOSE. Notwithstanding the disclaimers set forth in the Equipment (or suitable substitute with comparable
immediately preceding sentence,Quicket specifically warrants that functionality) for use by Customer until the Equipment
the Equipment is fit for use with the Quicket Solutions Software is repaired and returned to Customer or a
and Services,as defined in the Agreement. Quicket will hold for determination is made that the malfunction, damage or
the benefit of,or transfer to, Customer, at Customer's option, other problem is either not covered by (I) the
any manufacturer warranties included with any such applicable manufacturer's warranty (for example, the
Equipment. Unless otherwise specified in the Agreement,the damage is caused by abuse or neglect) or (II)
SOW or other ordering document, Customer is required to Quicket's maintenance and repair obligation under
keep the Equipment repaired and maintained in good Section 2(b) (ii) above. If the malfunction, damage or
working order and as required by the manufacturer's other problem is not covered by either the applicable
warranty. manufacturer's warranty or Quicket's maintenance and
repair obligation, and the manufacturer provides an
(b) During the Term,Quicket will be responsible for estimate of the cost of repair, Quicket shall refer such
maintenance and/or service of the Equipment in accordance estimate to Customer, and Customer shall determine
with the following: whether to repair or replace the Equipment, at
Customer's option and sole expense. Upon repair or
(i)In the event Quicket holds the warranty on replacement, Quicket and Customer shall exchange the
any Equipment, then in the event of a claim original (or replacement) Equipment and the Quicket
under the applicable Manufacturer's warranty, loaned item.
Customer shall return the Equipment to (d) Customeragrees that any warranty claims or other
Quicket, in the manner as Quicket may requests for maintenance or service under this Section 2
reasonably direct, with a written description of will not impact its obligation to pay all amounts under the
the damage, malfunction or other problem Agreement when due, provided that Quicket provides the
experienced with the Equipment; replacement Equipment in accordance with Section 2(c)above.
(ii) For any Equipment which is no longer (e) Customer acknowledges that Quicket is not the agent of or
covered by the manufacturer's warranty, then for the Equipment manufacturer for any purposes under the
Quicket agrees that Quicket will be responsible Agreement.
for maintenance and service of such
Equipment until Quicket and Customer (f) Customer acknowledges and agrees that it is
determine to remove such Equipment from responsible for all Equipment in its possession, and it
Service or the MSSA expires or is otherwise has or will adopt (and enforce) reasonable security
terminated, subject to the exceptions set forth policies to protect Customer's property generally,
in subparagraph (iv) below; which for purposes of the Agreement shall also include
(iii) In the event that any Equipment the Equipment. Notwithstanding any provision of this
malfunctions, is (A) damaged or destroyed, Schedule or the Agreement to the contrary, Quicket
whether or not covered by the manufacturer's shall use commercially reasonable and technologically
warranty at the time of such malfunction, feasible means to locate or track any lost or stolen
damage or destruction (i.e., such malfunction, Equipment (such as by use of embedded GPS devices
damage or destruction is caused by other than or applications). In the event of lost or stolen
routine wear and tear) and (B) the repair or Equipment, Quicket shall provide, within two (2)
replacement of such Equipment is not or would business days of Customer's notice of the loss or theft,
not be covered under the applicable a similar make and model of Equipment (or suitable
Page 14 of 21
substitute with comparable functionality) for use by
Customer until the lost or stolen Equipment is
recovered or determined to be unrecoverable. If the
Equipment is recovered, Customer shall return the
loaned Equipment to Quicket. In the event the
Equipment is not recoverable, Customer shall
reimburse Quicket its actual cost to replace the
Equipment (i.e., at Quicket's purchase price from the
distributor). In the event Customer elects to eliminate
the lost or stolen Equipment from the Agreement, then
Customer shall pay to Quicket the value of the lost or
stolen Equipment determined by applying straight-line
depreciation of a four (4) year economic life of the
Equipment to Quicket's cost of purchase plus a twenty-
five percent (25%) mark-up (i.e., Quicket's cost from its
distributor plus overhead and profit).
3. Assignment: The Parties agree not to transfer,sell,
sublease, assign,pledge, relocate, move or encumber
either the Equipment or any rights under this Leased
Equipment Addendum without the other party's prior written
consent.
Page 15 of 21
•
Appendix 5 Penalties:Should the Quicket Solutions Software and
Service Level Agreement Addendum Services availability fall below the 99%general availability level
for any calendar quarter, and this downtime significantly
Availability: Quicket warrants the Quicket Solutions Software affected customers ability to use the system,Customer may
and Services will generally be available 99%of the time, continue to use the Quicket Solutions Software and Services
except as provided below. General availability will be but will receive credit for one half day of its Quicket
calculated per calendar quarter, using the following formula: subscription, in that quarter,for each two hours of general
Quicket Solutions Software and Services unavailability below
[(total—nonexcluded—excluded)"100]>99% 99%.Any such credit shall be applied to Customer's next
total-excluded invoice(or refunded if Customer's subscription to the Quicket
Solutions Software and Services expires or terminates prior to
Where: receipt of such credit and Customer owes no further charges to
• "total"means the total number of minutes for the Quicket).
quarter
• "nonexcluded"means downtime that is not The penalties specified in this"Penalties"section shall be the
"excluded", as defined in the next bullet sole remedies available to Customer for breach of this SLA
• "excluded"means the following: Addendum.
o Any planned downtime of which Quicket
gives 8 hours or more notice. Quicket will Reporting and Claims:To file a claim under this SLA
use commercially reasonable efforts to Addendum,Customer must send an email
schedule all planned downtime during the to supportta auicketsolutions.com with the following details:
weekend hours from 6:00 P.M. Friday,
Central Time,through 6:00 A.M. Monday, • Billing information, including client name, billing
Central Time. address, billing contact and billing contact phone
o Any period of unavailability lasting less than number
15 minutes. • Downtime information with dates and time periods for
o Any unavailability caused by circumstances each instance of downtime during the relevant period
beyond Quicket's reasonable control,without • An explanation of the claim made under this SLA
limitation,acts of God, acts of government, Addendum, including any relevant calculations
flood, fire, earthquakes,civil unrest, acts of
terror, strikes or other labor problems(other Claims may only be made on a calendar quarter basis and
than those involving Quicket employees), must be submitted within 10 business days after the end of the
computer, telecommunications, Internet affected quarter,except for periods at the end of a subscription
service provider or hosting facility failures or agreement not coincident with the end of a calendar quarter, in
delays involving hardware, software or which case Customer must make any claim within 10 business
power systems not within Quicket's days after the end of its subscription agreement.
possession or reasonable control, and
network intrusions or denial of service All claims will be verified against Quicket's system records.
attacks. Should any periods of downtime submitted by Customer be
disputed, Quicket will provide to Customer a record of Quicket
For any partial calendar quarter during which Customer Solutions Software and Services availability for the period in
subscribes to the Quicket Solutions Software and Services, question. Quicket will only provide records of system
general availability will be calculated based on the entire availability in response to good faith Customer claims.
calendar quarter, not just the portion for which Customer
subscribed. In addition, unavailability for some specific features General:Any obligations of Quicket under this SLA Addendum
or functions within the Quicket Solutions Software and shall become null and void upon any breach by Customer of its
Services,while others remain available,will not constitute Quicket subscription agreement, including any failure by
unavailability of the Quicket Solutions Software and Services, Customer to meet payment obligations to Quicket.
so long as the unavailable features or functions are not, in the
aggregate, material to the Quicket Solutions Software and
Services as a whole.
Page 16 of 21
APPENDIX 6
ADDITIONAL TERMS AND CONDITIONS
ADDENDUM
TO
MASTER SOFTWARE AND SERVICE AGREEMENT
This Addendum to the Quicket Solutions, Inc. Master Software and Service Agreement ("Addendum") is made by and between the
Village of Lemont("Lemont"), and Quicket Solutions, Inc., a Delaware Corporation ("Quicket"); and this Addendum is an integral part of
the Quicket Solutions, Inc. Master Software and Service Agreement ("MSSA") entered into by the Parties substantially
contemporaneously with this Addendum, as if this Addendum is fully set forth in the MSSA. Lemont and Quicket are collectively, the
"Parties" and individually a "Party". Terms used but not otherwise defined in this Addendum shall have the meaning set forth in the
MSSA.
These Additional Terms and Conditions shall be applicable to and incorporated in each such Appendix, Schedule or Exhibit comprising
the Agreement; and in the event of any conflict between the terms and conditions of this Addendum and the MSSA, or any Appendix,
Schedule,or exhibit attached to the MSSA, or the Statement of Work,then this Addendum shall control.
BACKGROUND
WHEREAS, Quicket is engaged in developing and providing electronic citation and ticketing solutions intended to be used by various
governmental entities, such as police departments and courts, to reduce dramatically the information technology infrastructure
acquisition and maintenance expenses currently necessary to implement and maintain an electronic or digital citation system;and,
WHEREAS, LEMONT is a Village responsible for and in carrying out the enforcement of Village and State laws through its Police
Department and is interested in working with Quicket and help establish, test, purchase and use new law enforcement capabilities
utilizing technological advances in the field by and through its officers.
ARTICLE I—DEFINITIONS reissues, renewals, reexaminations, and extensions thereof
and any counterparts worldwide claiming priority therefrom;
The following terms shall have the indicated meaning for all utility models, design patents, patents of
purposes of this Addendum; other capitalized terms used, but importation/continuation, and certificates of invention and like
not otherwise defined below, shall have the meanings ascribed statutory rights; (ii)copyrights,trademarks(including service
to such terms in the MSSA. marks),trade names, logos,domain names, industrial designs;
(iii)rights relating to innovations, know-how,trade secrets,
"Development Program" means the efforts of the Parties, as know-how of confidential,technical, and non technical
memorialized in the Development Agreement between the information; (iv)moral rights, mask work rights, author's rights,
Parties,dated March 24,2014,and which Development Program and rights of publicity;and(v)other industrial, proprietary and
assisted in Quickset's development of the Quicket Solutions Intellectual Property related rights anywhere in the world,that
Software and Services. exist as of the date of the Development Agreement or
thereafter come into existence, and all renewals and
"Existing Information" means information of a Party, including extensions of the foregoing, regardless of whether or not such
data, relating to the Development Program that existed prior to rights have been registered with the appropriate authorities in
the Development Program or was generated, developed, such jurisdictions in accordance with the relevant legislation.
created, or otherwise comes into existence during the
Development Program but not specifically in connection with "Proprietary Information" means (a) all information of a
activities conducted pursuant to this Development Program. confidential or proprietary nature disclosed by Quicket to
Lemont, or by Lemont to Quicket, in the course of the Parties'
"Patent Rights" means rights in patents and patent applications business relationship that (i) if disclosed in writing or in some
on inventions relevant to and useful in the work done pursuant other tangible form, is marked at the time of disclosure as
to the Development Program that were conceived prior to the being "confidential" or "proprietary" or with words of similar
Effective Date or were conceived, invented or developed as a import, (ii) if disclosed orally or by inspection, is identified at
result of work not specifically associated with the Development the time of disclosure as confidential and is summarized in a
Program. written communication transmitted to the receiving party within
30 days after the disclosure with enough specificity for
"Intellectual Property"means technology, identification purposes; or(iii) notwithstanding (i)or(ii), relates
gy, ideas,processes, to Lemont's confidential information as provided by law; (b) all
methodologies, innovations,inventions,discoveries,works of Project Information; (c)all Quicket Intellectual Property; and (d)
authorship,data,know-how,trade secrets,and software and
firmware, including source code and object code. all Lemont Intellectual Property.
"Intellectual Property Rights"means(i)patents and patent 'Technical Information"means information including data such as
applications,worldwide, including all divisions, continuations, technical and engineering data, compositions of matter, and
continuing prosecution applications, continuations in part, articles, relating to the Development Program which either Party
owns (including Background Information) or hereafter develops
Page 17 of 21
and is lawfully free to disclose to the other Party without in confidence as Proprietary Information and the Parties will
obligation to third parties,and considers necessary in furtherance not now nor hereafter disclose any part thereof to any third
of the Development Program.The initial Technical Information to party except as provided in Section 4.4 or as follows:
be delivered is described in Exhibit 1.
(a)with the prior written consent of the other Party;or
ARTICLE II—QUICKET PERSONNEL REQUIREMENTS
(b)to auditors, accountants, or legal counsel representing
2.1 The parties acknowledge and agree that all Quicket either Party; provided that, to the extent permissible
agents, employees, representatives, or personnel who will be by law, such disclosing Party imposes substantially
completing any work under the Agreement must submit to a equivalent confidentiality obligations on the recipient
finger-print background check, and any criminal convictions will in writing prior to such disclosure; or
result in the ineligibility of the individual Quicket agent,
employee, representative, or personnel from continuing work (c) as required by law, including the Illinois Freedom of
under the Agreement, except and unless any such individual is Information Act.
certified for access to LEADS by the LEADS Administrator and
proof of certification is provided to Lemont. 4.3 Exceptions to Confidentiality Obligations. Neither
Party is obligated to maintain in confidence or restrict use of
ARTICLE III—INTELLECTUAL PROPERTY AND Proprietary Information of the other Party that is:
INFORMATION
(a) Published or otherwise made available to the public
3.1 Ownership of IP and Grants of Licenses. Ownership other than by a breach of any agreement between the
of Patent Rights and Existing Information shall be unaffected Parties, or
by this Addendum or the actions of the Parties pursuant to this
Addendum. Quicket owns and shall continue to own all right, (b) Shown to be rightfully received by one Party from a
title, and interest in and to Quicket Existing Patent Rights and third party without an obligation of confidentiality to
Quicket Existing Information. Lemont owns and shall continue the other Party, or
to own all right, title, and interest in and to Lemont Existing
Patent Rights and Lemont Existing Information.
(c) Shown to be known to the receiving Party prior to its
3.2 Ownership of Information and Proiect IP. Ownership first receipt of the same from the disclosing Party, or
of information, including IP,created,generated or developed in
performance of the Development Agreement by and between (d) Shown to be independently developed by the
the Village of Lemont and Quicket Solutions, Inc.,with an receiving Party without use of or reference to any of
effective date of March 24,2014, shall be governed by the the disclosing Party's Proprietary Information or any
terms by the previously executed Development Agreement. breach of the MSSA and this Addendum.
ARTICLE IV—PROTECTION OF INFORMATION (e) Or as otherwise required by law, including the Illinois
Freedom of Information Act.
4.1 Treatment of Proprietary Information. Each Party
shall (i) use the Proprietary Information of the other only in 4.4 Permitted Disclosures.
accordance with the exercise of rights set forth in the MSSA
and this Addendum and not for any other purpose, (ii) not (a) Freedom of Information Act. Quicket agrees to furnish
disclose Proprietary Information of the other to any third party; all documentation related to the MSSA and this
(iii) restrict disclosure of Proprietary Information of the other to Addendum and any documentation related to Lemont
only those employees, agents, potential investors, consultants required under an Illinois Freedom of Information Act
or affiliates of such Party who must be directly i nvolved with (ILCS 140/1
et. seq.) ("FOIA") request within five (5)
the Proprietary Information of the other Party for the purposes days after Lemont issues notice of such request to
of, and only to the extent required to perform, the MSSA and Quicket. Quicket agrees to defend, indemnify and
this Addendum and who are bound by confidentiality terms hold harmless Lemont, and agrees to pay all
substantially similar to those in this Addendum; (iv) not reverse reasonable costs connected therewith (including, but
engineer, de-compile or disassemble any Proprietary not limited to reasonable attorney's and witness fees,
Information of the other; (v)use the same degree of care as for filing fees and any other expenses)9 9 ses for
Y Lemon
like p ) Lemont to
its own information of like im
portance, but at least use defend any and all causes, actions,, causes of action,
reasonable care, in safeguarding against disclosure of disputes, prosecutions, or conflicts arising from
Proprietary Information of the other; and (vi)promptly notify the Quicket's, actual or alleged violation of the FOIA or
other Party upon discovery of any unauthorized use or Quicket's failure to furnish all documentation related
disclosure of the Proprietary Information of the other Party and to a request within five (5) days after Lemont issues
take reasonable steps to regain possession of such Proprietary notice of a request. Furthermore, should Quicket
Information and prevent further unauthorised actions or breach request that Lemont utilize a lawful exemption under
of the MSSA and this Addendum. FOIA in relation to any FOIA request thereby denying
that request, Quicket agrees to pay all costs
4.2 Confidentiality. Neither Party may disclose the connected therewith (such as reasonable attorneys'
existence of this Addendum or the terms of this Addendum. and witness fees, filing fees and any other expenses)
Any reports, materials or other documents submitted in to defend the denial of the request. The defense shall
accordance with the terms of this Addendum will be maintained include, but not be limited to, challenged or appealed
denials of FOIA requests to either the Illinois Attorney
Page 18 of 21
General or a court of competent jurisdiction. Quicket charges, and such failure continues unremedied for
agrees to defend, indemnify and hold harmless 15 days after receipt of notice, the aggrieved party
Lemont, and agrees to pay all costs connected may terminate the affected service components and, if
therewith (such as reasonable attorneys' and witness the breach materially and adversely affects the
fees, filing fees and any other expenses) to defend Agreement, terminate the Agreement in whole or in
any denial of a FOIA request by Quicket's request to part, at the non-breaching party's sole discretion.
utilize a lawful exemption to Lemont.
(d) Termination or suspension by either party does not
(b) Non-FOIA disclosures. If a Party is required by waive any other rights or remedies a party may have
applicable law, statute, or regulation, subpoena, or under the Agreement and will not affect the rights and
court order, other than those arising under or related obligations of the parties.
to FOIA requests as provided in 4.3(a), to disclose
any Proprietary Information belonging to the other (e) Termination by Lemont. Lemont may, at any time for
party, the Party seeking to disclose the information any reason, terminate the Agreement, in whole or in
will give to the other party prompt written notice of the part, for any reason upon thirty (30) days notice to
request and a reasonable opportunity to object to Quicket stating the same. Upon receipt of such a
such disclosure and seek a protective order or notice, Quicket shall immediately comply with its
appropriate remedy. If, in the absence of a protective terms and incur no additional costs. Quicket shall,
order, the party seeking to disclose Proprietary upon receipt of notice of termination, identify in writing
Information belonging to the other party determines, all work that has been completed prior to termination,
that it is required to disclose such information, it may including all work associated with termination that
disclose the other Party's Proprietary Information only shall be performed.With respect to work so identified
to the extent compelled to do so. by Quicket and approved by Lemont, Lemont will pay
for the necessary and reasonable costs associated
(c) A Party disclosing Proprietary Information in with
that work. Quicket shall not be entitled to any
accordance with this Section acknowledges that such claim for lost profits due to the termination.
. p
disclosure does not alone invoke an y exceptions
set
forth above in Section 4.3, and such Party agrees to 5.2 Assignment. The Agreement and any rights or
otherwise maintain the confidentiality of the Licenses granted therein or herein are personal to each Party
Proprietary Information after such disclosure. and shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and permitted
ARTICLE V—TERMINATION AND ASSIGNMENT assigns; provided, however, that neither Party may assign any
of its rights or obligations under this Agreement without the
5.1 Suspension and Termination prior written consent of the other Party, which may be withheld
for any reason.
(a) Suspension of Work. Lemont may, at any time, by
written notice to Quicket require that Quicket stop any ARTICLE VI—WARRANTY AND LIABILITY
work being completed under agreement between the
Parties, whether under the MSSA, SOW, or any other 6.1 Intellectual Property Warranty and Indemnification:
appendixes or addendum thereto. Upon receipt of
such a notice, Quicket shall immediately comply with (a) Quicket warrants and represents that it shall have the
its terms and incur no additional costs. Quicket shall, Intellectual Property rights (including, but not limited
upon receipt of notice of suspension, identify in writing to, patent, copyright, trademark, service mark, or
all work that shall be completed prior to suspension of trade secret rights) to any technology, process,
the work, including all work associated with system, or Professional Services Deliverable that will
suspension that shall be performed. With respect to be provided to Lemont during the performance of the
work so identified by Quicket and approved by Agreement and that any License(s)granted to Lemont
Lemont, Lemont will pay for the necessary and shall not violate or infringe upon the Intellectual
reasonable costs associated with that work. Quicket Property rights of any third party.
shall not be entitled to any claim for lost profits due to
the suspension of the work by Lemont.
(b) Quicket agrees to indemnify and hold harmless
(b) Termination of MSSA for Bankruptcy or Insolvency. Lemont, its officials, agents and employees against all
injuries, loss, damages, claims, patent claims, suits,
The MSSA, including the SOW, this Addendum, and
any and all appendixes or other addendum thereto, liabilities, judgments, cost and expenses, which may
may be terminated immediately upon notice by either in anywise accrue against or in, its part, ec, agents
and employees, in whole or in part, because of
party if the other party becomes insolvent, ceases Quicket's failure to obtain any necessary license or
operations, is the subject of a bankruptcy petition, authorization to use any technology and any
enters receivership or any state insolvency deliverables provided under the MSSA or this
proceeding or makes an assignment for the benefit of Addendum (each an "Infringement Claim"); provided,
its creditors.
however
(c) Material Breach. If either party fails to perform or
observe any material warranty, representation,term or (i) That if an Infringement Claim occurs, is or in
condition of the Agreement, including non-payment of Quicket's at its opinion is likely to occur, ro Quicket
may at its option and expense: (a)procure for
Page 19 of 21
Lemont the right to continue using the Protection Act, Illinois Department of Natural Resources,
Solution(s); (b)replace or modify the Illinois Department of Human Rights, Human Rights
Solution(s)so that it becomes non-infringing Commission, EEOC, and the Village of Lemont. Quicket shall
while providing functionally equivalent also comply with the provisions of the Illinois Public Works
performance; or(c)accept the return of the Employment Discrimination Act and the Illinois Human Rights
Solution(s)and provide a refund of all Act/Equal Opportunity Clause which, pursuant to Illinois law,
unearned, prepaid Quicket Solutions Software are deemed to be part of this Contract. The relevant
and Services Fees; and provisions will be fully incorporated into this Agreement by
reference and set forth in full.
(ii) Quicket will have no duty to defend or
indemnify for any Infringement Claim that is (a) All Quicket employees, contractors, and personnel
based upon: (a)the combination of the agree to be subject to all Lemont identity theft
Solution(s)with any software, apparatus or policies, regulations, or programs developed pursuant
device not furnished by Quicket;(b)the use of to law.
ancillary equipment or software not furnished
by Quicket and that is attached to or used in 6.5 Interference with Public Contracting. Quicket certifies
connection with the Solution(s); (c)a hereby that it is not barred from entering into this Agreement
modification of the Solution(s)by a party other as a result of violations of either Section 33E-3 or Section 33E-
than Quicket; (d)use of the Solution(s)in a 4 of the Illinois Criminal Code.
manner for which the Solution(s)was not
designed or that is inconsistent with the terms 6.6 Sexual Harassment Policy: 775 1LCS 5/2-105(A)(4).
of this Agreement;or(e)the failure by Lemont Quicket certifies hereby that it has a written Sexual
to install an enhancement release to the Harassment Policy in full compliance with 775 ILCS 5/2-
Quicket Software that is intended to correct the 105(A)(4).
claimed infringement. In no event will
Quicket's liability resulting from its indemnity ARTICLE VII.INSURANCE
obligation to Lemont extend in any way to
royalties payable on a per use basis or the
Lemont's revenues,or any royalty basis other 7.1 General Liability Insurance. Quicket shall procure and
than a reasonable royalty based upon revenue maintain, for the duration of the MSSA and this Addendum,
derived by Quicket from Lemont from sales or insurance against claims for injuries to persons or damages to
license of the infringing Solution(s). property, which may arise from or in connection with the
performance of the work hereunder by Quicket, its agents,
6.2 General Indemnity.With respect to any claims other than an representatives,employees or subcontractors.
Infringement Claim as described in Section 6.1 above,Quicket
shall indemnify and hold harmless Lemont, and its employees 7.2 Minimum Scope of Insurance: Coverage shall be at least
and agents("Indemnitees"),from and against claims, damages, as broad as:
losses and expenses, including but not limited to reasonable
attorneys'fees,arising out of or resulting from Quicket's acts or (a) Insurance Services Office Commercial General
omissions, to the extent that such claim,damage, loss or Liability occurrence form CG 0001 with Lemont
expense is attributable to bodily injury or death, or to injury to or named as additional insured, on a form at least as
destruction of property and caused by the willful or reckless broad as the ISO Additional Insured Endorsement CG
acts or omissions of Quicket or anyone employed by Quicket. 2010 and CG 2026.
This Section shall not apply to claims alleging a violation of a
third party's intellectual property rights. (b) Workers' Compensation as required by the Labor
6.3 Compliance with Laws. Quicket shall comply with all Code of the State of Illinois and Employers' Liability
insurance.
applicable laws, regulations and rules promulgated by any
federal, state, local, or other governmental authority or
regulatory body pertaining to all aspects of the work completed (c) Technology Services Insurance, with Data Security
and Breach coverage, Patent Infringement Claims
pursuant to the MSSA and this Addendum, now in effect, or
which may become in effect during the performance of this coverage, with Lemont broad as the ISO Additional
insured
Agreement. The scope of the laws, regulations, and rules I on a form o least t 2010 as the ISO Additional
referred to in this paragraph includes, but is in no way limited Insured Endorsement CG 2010 and CG 2026.
to,the Illinois Human Rights Act, Illinois Equal Pay Act of 2003, 7.3 Minimum Limits of Insurance: Quicket shall maintain limits
Occupational Safety& Health Act along with the standards and
regulations promulgated pursuant thereto (including but not no less than:
limited to those safety requirements involving work on elevated
platforms), all forms of traffic regulations, public utility, (a) Commercial General Liability: $1,000,000 combined
Interstate and Intrastate Commerce Commission regulations, single limit per occurrence for bodily injury, personal
Workers' Compensation Laws, Public Construction Bond Act, injury and property damage. The general aggregate
Prevailing Wage Laws, Public Works Preference Act, shall be twice the required occurrence limit. Minimum
Employment of Illinois Workers on Public Works Act, USA General Aggregate shall be no less than $2,000,000
Security Act, federal Social Security Act (and any of its titles), or a project/contract specific aggregate of$1,000,000.
and any other law, rule or regulation of the Illinois Department
of Labor, Department of Transportation, Illinois Environmental (b) Workers' Compensation and Employers' Liability:
Workers' Compensation coverage with statutory limits
Page 20 of 21
and Employers' Liability limits of $500,000 per the MSSA or this Addendum,or waiver by any party of any
accident. breach of the MSSA or this Addendum by the other shall not
prevent subsequent enforcement of such term or be deemed a
(c) Technology Services Insurance: $1,000,000 waiver of any subsequent breach thereof.
aggregate.
8.2 Severability. Each provision of the MSSA or this
7.4 Deductibles and Self-Insured Retentions: Any deductibles Addendum shall be valid and enforced to the fullest extent
or self-insured retentions must be declared to and approved by permitted by law. The invalidity or unenforceability of any
Lemont, which approval shall not be unreasonably withheld. provision of the MSSA or this Addendum shall not affect the
Quicket shall reduce or eliminate such deductibles or self- validity or enforceability of any other provision.
insured retentions to not more than $5000, for Lemont, its
officials, agents,employees and volunteers. 8.3 Notices. Any notice which either Party may be required or
permitted to give the other Party shall be in writing and may be
7.5 Other Insurance Provisions: The policies are to contain, or delivered personally, by electronic mail,or by mail, postage
be endorsed to contain,the following provisions: prepaid, addressed as provided below, or to such other
address as a Party, by notice to the other Party, may designate
(a) General Liability: Lemont, its officials, agents, in writing from time to time. Each Party consents to electronic
employees and volunteers are to be covered as delivery of any notices that may be made hereunder.
additional insureds as respects: liability arising out of
activities performed by or on behalf of Quicket; If to Quicket:
products and completed operations of Quicket;
premises owned, leased or used by Quicket; or Christiaan Burner, Chief Executive Officer, Quicket
automobiles owned, leased, hired or borrowed by Solutions, Inc., 60 Hazelwood Dr. STE 230B
Quicket. The coverage shall contain no special Champaign, IL 61820;electronic
limitations on the scope of protection afforded to mail: cbumer(c auicketsolutions.corn
Lemont, its officials, agents, employees and
volunteers. If to Lemont:
(b) Quicket's insurance coverage shall be primary as George J. Schafer,Village Administrator
respects Lemont, its officials, agents, employees and 418 Main St.
volunteers. Any insurance or self-insurance Lemont, IL 60439
maintained by Lemont, its officials, agents, employees electronic mail:gschafer(a)lemont.il.us
and volunteers shall be excess of Quicket's insurance
and shall not contribute with it. With a copy to:
(c) Any failure to comply with reporting provisions of the Jeffrey M. Stein,Village Attorney
policies shall not affect coverage provided to Lemont, Tressler LLP
its officials, agents,employees and volunteers. 233 S.Wacker Drive,22nd Floor
Chicago, IL 60606
(d) Quicket's insurance shall contain a Severability of electronic mail:jstein(a)tresslerIIp.com
Interests/Cross Liability clause or language stating
that Quicket's insurance shall apply separately to 8.4 Governing Law. The MSSA and this Addendum shall
each insured against whom a claim is made or suit is be interpreted and construed in accordance with the laws of
brought, except with respect to the limits of the the State of Illinois, without regard to its, or any other State's,
insurer's liability. choice of law principles.
(e) Quicket shall be required to name Lemont, its officials, 8.5 Headings and Captions. Article and Section headings
employees, agents and volunteers as additional and captions contained in the MSSA or this Addendum are for
insureds. convenience only and will not affect the meaning or
interpretation of this Agreement.
(g) Quicket hereby agrees to waive any limitation as to
the amount of contribution recoverable against them 8.6 Relationship of the Parties. The Parties are
by Lemont. This specifically includes any limitation independent contractors. Nothing in the MSSA or this
imposed by any state statute, regulation, or case law Addendum will be construed to create any partnership,any Workers' Compensation Act provision p, joint
p venture, or similar relationship. Neither Party is authorized to
that applies a limitation to the amount recoverable in bind the other to any obligations with third parties. Neither
contribution such as Kotecki v. Cyclops Welding. Party will represent to the contrary, either expressly, implicitly
ARTICLE VIII. GENERAL by appearance or otherwise.
8.7 Counterparts. The MSSA and this Addendum may be
8.1 Amendments and Waivers. No modifications of the MSSA executed in two or more original counterparts, all of which
or this Addendum or waiver of any of its terms will be effective together will constitute one agreement, and facsimile
unless set forth in a writing signed by the parties. Failure by signatures will have the same effect as original signatures.
any party to require the other to perform any of the terms of
Page 21 of 21
FEE STRUCTURE:
Device 281.66/mo $3,380/yrx12 $40,560
Administrative $5,000
TOTAL
$45,560
Year 1 Fees
SUBTOTAL (Year 1): $45,560.00
STRATEGIC PARTNER DISCOUNT (Year 1): $3,120.00
TOTAL (Year 1): $42,440.00
INITIAL PAYMENT(Due at Signing): $5,736.67
MONTHLY CHARGE, Year 1
(Months 2-12): $3,336.67
SUBTOTAL(Years 2-4): $129,480.00
STRATEGIC PARTNER DISCOUNT(Years 2-4): $9,360.00
TOTAL(Years 2-4): $120,120.00
MONTHLY CHARGE, Years 2-4
(Months 13-48): $3,336.67
GRAND TOTAL (Years 1-4): $162,500
RECOMMENDATION : Approval at future board meeting
ATTACHMENTS (IF APPLICABLE)
Summary of Work Statement
SPECIFIC VILLAGE BOARD ACTION REQUIRED
Approval at the upcoming Village Board Meeting