13-210 Resolution No. 13-210
RESOLUTION
AUTHORIZING EXECUTION OF A BILLING AND PAYMENTS SOFTWARE
SERVICE AGREEMENT WITH MONEXA SERVICES, INC. FOR
UTILITY BILLING AND PAYMENT SOFTWARE TECHNOLOGY SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a Billing
and Payments Software Service Agreement on behalf of the City of Elgin with Monexa Services,
Inc. for utility billing and payment software technology services, a copy of which is attached
hereto and made a part hereof by reference.
s/ David J. Kaptain
David J. Kaptain, Mayor
Presented: December 18, 2013
Adopted: December 18, 2013
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
BILLING AND PAYMENTS SOFTWARE SERVICE AGREEMENT
THIS BILLING AND PAYMENTS SOFTWARE SERVICE AGREEMENT (the "Agreement") is effective as of November 1,
2013 ("Effective Date") and made by and between MONEXA SERVICES INC.,a British Columbia corporation,having an
address at 1100-555 West Hastings St.,Vancouver,B.C.,Canada V613 4N4 ("Monexa") and the City of Elgin, Illinois,a
municipal corporation("Client").
RECITALS:
(A) Monexa is a developer, owner and distributor of on-demand subscription billing and payment software
technology;and
(B) Monexa wishes to supply certain technology services to enable Client use its software and/or service products
utilizing the Monexa Billing and Payments Software system which will be provided via the internet for access,
use and operations through a web-browser.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, Monexa and Client
agree as follows:
1. DEFINITIONS
1.1 "Business Day"means any day except Saturday, Sunday and federal holidays observed in the United States of
America("U.S.").
1.2 "Services" means those services listed in Exhibit "A", attached hereto and made a part hereof, and that meet
the Customer Requirements listed in Exhibit E, attached hereto and made a part hereof for use by Client's
Designated Employees and Client's Subscribers, including such additions and changes to such Services as the
parties may agree from time to time by written amendment to this Agreement.
1.3 "Monexa Software" means the software billing and payments software products owned or distributed by
Monexa to which Monexa grants the Client access as part of the Services,including any Documentation,updates
and modifications thereto.
1.4 "Monexa System" consists of the Monexa Software, including the computer hardware, software and
proprietary information,know-how,operating systems,any third party software or technology,Documentation
and procedures. These may be added to and changed by Monexa from time to time, which allow Monexa to
indirectly provide and administer the Monexa Software.
1.5 "Documentation" means the software user manual as well as any other materials provided by Monexa to
Client as part of the Services.
1.6 "Client's Subscriber(s)"means any third party who uses Client's software that includes access to the Monexa
System or otherwise accesses the Services, including Client's customers and neighboring communities and
municipalities within a thirty mile radius of Client's borders.
1.7 "Client Data" means the data provided by Client or Client's Subscribers that resides in the Client's services
environment and includes all information about Client and the Client's Subscribers.
1.8 "Launch Date" means the date when all Monexa implementation deliverables have been completed and the
Client uses the Monexa System for live customer transactions.
1.9 "Client Intellectual Property"means any of Client's pre-existing services,products and,software,including
all associated intellectual property rights thereto,created prior to or independently during the Term of this
Agreement.
2 RIGHTS GRANTED
2.1 Upon execution of this Agreement and Monexa's acceptance of Client's order and for the duration of the
Services term defined in Exhibit A, Client has the nonexclusive,non-assignable,royalty free,worldwide limited
right to use the Services solely for its internal business operations and for the business purposes of neighboring
communities and municipalities within a thirty mile radius of Client's borders subject to the terms of the
Agreement.Client is responsible for its employees'and other users'compliance with this Agreement,subject to
negotiation of appropriate fees by the parties. The Services are provided as described in, and subject to, the
terms in this Agreement and the attached exhibits A-G,attached hereto and made a part hereof.
2.2 Client acknowledges that Monexa will not ship copies of the Monexa Software to Client as part of the Services.
Client agrees that it does not acquire under this Agreement any license to use the Monexa Software in excess of
the scope and/or duration of the Services. Upon the end of the Agreement or the Services hereunder, Client's
right to access or use the Monexa Software and the Services shall terminate unless otherwise provided for
herein.
2.3 At any time upon request by Client during the Term and within 30 days after the end of the Term or
termination of the Agreement, Monexa will return all Client Data to Client in a mutually agreed upon electronic
format. Monexa will not delete any Client Data for at least ninety (90) days after the end of the Term or upon
Termination of the Agreement.
3 OWNERSHIP AND RESTRICTIONS
3.1 Notwithstanding anything herein to the contrary, Client retains all ownership and intellectual property rights
in and to the Client Data and Client Intellectual Property. Monexa retains all ownership and intellectual
property rights to the Services and Monexa Software. Monexa retains all ownership and intellectual property
rights to anything developed and delivered under the Agreement. Third party technology that may be
appropriate or necessary for use with some Monexa Software is specified in the Documentation or the exhibits
as applicable. Client's right to use such third party technology is governed by the terms of the third party
technology license agreement specified by Monexa and not under this Agreement.
3.2 Client may not:
• remove or modify any program markings or any notice of Monexa's or its licensors'proprietary rights;
• make the Monexa Software or materials resulting from the Services available in any manner to any third
party for use in the third party's business operations(unless such access is expressly permitted hereunder);
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the
Services (the foregoing prohibition includes but is not limited to review of data structures or similar
materials produced by Monexa Software),or access or use the Services in order to build or support,and/or
assist a third party in building or supporting,products or services competitive to Monexa;
• license, sell, rent, lease, transfer, assign, distribute, display,host, outsource, disclose, permit timesharing or
service bureau use, or otherwise commercially exploit or make the Services or Monexa Software, available
to any third party other than as expressly permitted under the terms of this Agreement.
3.3 The rights granted to Client under this Agreement are also conditioned on the following:
• except as expressly provided herein, no part of the Services may be copied, reproduced, distributed,
republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not
limited to electronic,mechanical,photocopying,recording,or other means;and
• Client agrees to make commercially reasonable efforts under the circumstances to prevent unauthorized
third parties from accessing the Services.
3.4 Proprietary Software.Except as specified in Exhibit A,no provision under this Agreement shall obligate either
party to deliver or otherwise make available any copies of computer programs or code from the Monexa
System or Client software products,whether in object code or source code form. Monexa shall retain all right,
title and interest in and to the Monexa System, Services, the Documentation for the Monexa System, and all
modifications and/or enhancements to the Monexa System,regardless of the source of inspiration for any such
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enhancement or modification and regardless of whether Client has provided input regarding such
modifications and/or enhancements.
3.5 Data Ownership. Client retains all right,title and interest to Client Data and any and all information provided,
inputted or uploaded to the Monexa System by Client, any Client Subscriber, or by Monexa on Client's behalf.
Monexa has no right, title or interest in any information related to Client, Client Subscribers or Client's
employees. Monexa shall not use Client Data for any purpose other than to provide the Monexa System and the
Services.
3.6 Monexa will retain all right, title and interest to transactional and performance data related to use of the
Services that Monexa may collect, use and disclose for its business purposes (including software use
optimization and product marketing) subject to the terms of this Agreement. Such Monexa use shall not reveal
Client identity, Confidential Information or any personally identifiable candidate information, documents,
designs, computer programs, computer documentation and other tangible materials authored or prepared by
Client or for Client by Monexa. Subject to the terms of this Agreement, Monexa retains ownership and may
reuse any custom development, provided that such use does not reveal Client identity or Client Confidential
Information.
3.7 Privacy. Monexa complies with and will continue to comply with all applicable Canadian and U.S. privacy
requirements.
4 FEES AND PAYMENT
4.1 Fees. Client agrees to pay the fees set forth in Exhibit"A" as and for Client's and Client's Subscribers monthly
usage of the Services.
4.2 Fee Adjustments. Following the completion of the Initial Term or any Renewal Term (as those terms are
defined in section 5 below),Monexa may,upon not less than sixty(60) days prior notice,adjust the fees paid by
Client for the Services (on a per transaction basis as set out in the table in exhibit A) up to a maximum of 3%,
provided that Client shall have the option,within forty-five (45) days of receiving such notice from Monexa,to
either (i) modify the Services utilized by Client by a mutual written amendment to this Agreement, or (ii)
terminate Services with written notice, either of which will become effective at the beginning of the next
Renewal Term subject to the fee increase.
4.3 Invoices. Client agrees to pay the fees set forth in Exhibit"A"in respect of the Services.All fees due to Monexa
will be payable in accordance with an invoice to be delivered by Monexa to Client within fifteen(15) days of the
end of the month. The invoice will summarize the Services provided during the previous month. Unless an
extended (non-standard) implementation statement of work is agreed upon in writing,charges for the Monexa
Billing system will begin either fifteen (15) days after the official start date of the implementation defined as
Monexa engaging with Client for the official implementation kickoff meeting, or as of the first day that Client
begins the process of managing accounts and or subscribers in the billing system,whichever occurs first.
4.4 Payment. All undisputed invoices are due and payable 30 days following the receipt of the invoice ("Due
Date"). Client may, by email notification to Monexa, withhold authorization of particular charges that Client
disputes in good faith. In the event that Client withholds authorization pursuant to this Section 4.5: (i) Client
shall provide to Monexa a notice quantifying the amounts not authorized along with a brief description of the
basis for the withholding (a "Dispute Notice") within 2 business days of the Due Date; and (ii) commencing
within five business days of the date listed on the Dispute Notice, Client and Monexa shall in good faith use
commercially reasonable efforts to promptly negotiate a resolution of such dispute. In the event that Client and
Monexa are unable to resolve the dispute within thirty (30) days from the commencement of negotiations,the
dispute shall be settled in accordance with Section 13.15 (Dispute resolution) hereof. The failure of Client to
pay a disputed invoice, or to pay the disputed portion of an invoice, shall not constitute a breach or default by
Client hereunder, nor will it relieve Monexa of its obligations to provide the Monexa System and the Services
while the disputed amount is being resolved.
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4.5 Funding. Monexa acknowledges and agrees that any expenditure or financial obligation of Client beyond the
current fiscal year shall be deemed a contingent liability of Client, subject to appropriation in the subsequent
fiscal year's budget. Such appropriation shall be evidenced by issuance of a valid purchase order. In the event
that Client does not or is not able to appropriate the necessary funds for Client to satisfy its obligations
hereunder, Client shall not be deemed in breach of this Agreement, and Monexa's sole remedy shall be to
terminate this Agreement without any further obligations on behalf of Monexa except for obligations of Monexa
to return the Client Data as provided herein.
4.6 Primary Obligation. For greater certainty, Client acknowledges and agrees that its obligation to make
payment to Monexa hereunder is not in any way contingent upon Client's collection of bad debts from Client's
Subscribers.
4.7 Taxes. Client represents that it is exempt from sales and use taxes, property taxes,and income taxes. Monexa
is solely responsible for taxes assessable against it based on its income,property,and employees.
4.8 Currency. All dollar amounts referred to in this Agreement are to lawful money of the United States of
America.
5 TERM AND TERMINATION
5.1 Term. The term of this Agreement shall begin on the Effective Date and continue for an initial period as set out
in Exhibit A ("Initial Term"), unless terminated earlier pursuant to the terms of this Section 5. Thereafter this
Agreement shall automatically renew for additional periods of one (1) year (each such period a "Renewal
Term";the Initial Term and all Renewal Terms collectively the"Term"),unless and until either party terminates
the Agreement pursuant to Section 5.2 or 5.3 below.
5.2 Termination by Client. .
(a) Termination for Convenience: Client may terminate this Agreement, in whole or in part, at any time without
penalty,by providing at least ninety(90)days prior notice.
(b) Termination for Cause:Client may terminate this Agreement upon thirty(30) days written notice to Monexa,in
the event that Monexa breaches a material term of this Agreement and fails to cure such breach within a ten
(10) day period. The termination of this Agreement shall not affect the rights and remedies of the Client
against Monexa arising out of,or resulting from,a breach of this Agreement.
5.3 Termination by Monexa.
(a) Termination for Breach of Confidentiality or IP Rights: Monexa may terminate this Agreement if Client is
found to be in material breach of any confidentiality obligation or obligation with respect to Monexa's
intellectual property rights, which breach, if capable of being cured, is not cured within thirty (30) days after
Monexa gives Client written notice of such breach,or if such breach is not capable of being cured,then if Client
fails within such thirty (30) day period to commence to use commercially responsible efforts to prevent such
breach from recurring.
(b) Termination for Nonpayment: Without prejudice to other remedies, Monexa may cancel or suspend this
Agreement, for default, if upon written notice, Client fails to make any undisputed payment identified as
delinquent within sixty(60) days.
5.4 Effect of Termination.Upon any termination,Monexa shall refund Client any prepaid fees covering any period
of time after the effective date of termination. Unless otherwise provided for herein, in no event shall any
termination under this provision relieve Client of the obligation to pay any fees payable to Monexa for the
period prior to the effective date of termination.Termination of this Agreement shall not relieve either party of
its obligations to pay all fees that have accrued or are otherwise owed by the other on a quantum meruit basis.
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5.5 Survival.The terms,conditions and warranties contained in this Agreement that by their sense and context are
intended to survive the performance hereof shall so survive the termination of this Agreement. Without
limiting the generality of the foregoing,the provisions of Section 1 (Definitions),: Section 2 RIGHTS GRANTED,
Section 3 OWNERSHIP AND RESTRICTIONS, Section 4 FEES AND PAYMENTS, section 5 TERM AND
TERMINATION Section 8 CONFIDENTIAL INFORMATION, Section 11 LIMITATION OF LIABILITY and Section
13 GENERAL shall survive the termination of this Agreement.
5.6 Transition upon Termination. Upon termination of this Agreement by either party for any reason there will
be a ninety (90) day transition period during which Monexa shall provide Client with all Client Data in its
possession and provide commercially reasonable support to ensure an orderly transition to a new service
provider. If credit card and other secure data is part of the data being stored by Monexa then provisions shall
be made by Monexa to provide such data directly to Client, or at Client's option an alternative service provider
via a secure form of data transfer agreed to by Client. All services hereunder will be provided on a time and
materials basis in accordance with Monexa's professional services rates in Exhibit A.
5.7 No Liability for Termination. Termination of this Agreement by either party in accordance with its terms
shall not give the other party any right to compensation, damages, loss of profits or prospective profits of any
kind or nature whatsoever,and in no circumstances shall Monexa acquire against Client any goodwill in respect
of its appointment as service provider or in respect of the Monexa System or otherwise under or in respect of,
this Agreement.
6 CLIENT RESPONSIBILITIES
6.1 Authorization. In addition to its obligations pursuant to other provisions of this Agreement,Client shall obtain
all Client's Subscriber authorizations that may be necessary or desirable in order to allow Monexa to act on
Client's direction with respect to the handling of any account and the handling of any Client's Subscriber
information through the Monexa Billing System.
6.2 Other Services. Client will be responsible for the provision of all services requested by Client's Subscribers
except as expressly provided in this Agreement.
7 MONEXA RESPONSIBILITIES
7.1 Services. In accordance with the terms and conditions of this Agreement, Monexa agrees to make the Monexa
System available to Client on a non-exclusive basis and to use all commercially reasonable efforts to provide to
Client those Services listed in Exhibit"A". The Services will meet the Customer Requirements listed in Exhibit
"E"
7.2 Set-up and Maintenance Services. Monexa will provide all such services as are set out in Exhibit A. Support
services will be provided under this Agreement as specified in Exhibit C, attached hereto and made a part
hereof. If any service failures are reasonably determined to be predominantly due to the configuration or
nature of any Client provided hardware, software or other material which is not part of the Monexa System (a
"Customer Equipment Failure")then Client will be responsible for the repair and remedy of the service failure.
7.3 Scheduled Maintenance. Periodically, Monexa will conduct maintenance on the services, which could result
in a service outage. During such time, Client and Client's Subscribers may be unable to access the Monexa
System. Monexa has currently designated Wednesday nights, between 11:30pm and 4am Pacific Standard
Time (PST) for such scheduled maintenance. The scheduling of this scheduled maintenance window may be
changed from time to time by Monexa subject to approval by Client with such approval not to be unreasonably
withheld by Client. Every effort will be made to give Client at least 48 hours notice of any unscheduled service
windows or changes to the scheduling of service windows, except in emergency situations. Scheduled
Maintenance will be governed by Monexa's Service Level Agreements as outlined in Exhibit "B", attached
hereto and made a part hereof.
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7.4 Individual Client Subscribers. Monexa may at any time refuse to provide Services to any Client Subscriber if,
in Monexa's reasonable opinion, providing such services would adversely affect the delivery of Services to
Client, its other Client Subscribers or to other users of Monexa's Services. Monexa will notify Client in writing
within one Business Day if Monexa has refused to provide Services to any Client Subscriber and the reason for
such refusal to provide Services.
7.5 Backup Procedures.Monexa shall use commercially reasonable efforts to protect Client's data behind a secure
firewall system,to conduct daily data backups,and to store weekly full-system backups in a separate,fire-safe
facility. Retrieval and transfer of data at Client's request which is for purposes not related to providing Client
with a full copy of Client Data or the on-boarding or termination of this Agreement may be subject to additional
fees.
7.6 Client's Data Storage. Monexa shall maintain logs of system activity and usage in order to track monthly
statistics for billing purposes. Beyond that,the activity is not monitored. However, Monexa reserves the right
to monitor the Service electronically from time to time and to disclose any information necessary to satisfy any
laws,regulations or other governmental requests.
Other than the procedures used to protect Client's data as described herein, Monexa offers no guarantees as to
the safety and indefinite storage of data and has the right to impose reasonable limits on disk space allocation
and length of storage time for all its services.
8 CONFIDENTIAL INFORMATION
8.1 Confidential Information. In this Agreement "Confidential Information" includes all information relating to
the Client Data,trade secrets,operations,processes,plans,intentions,product information,know-how,designs,
market opportunities, transactions, affairs and/or business of the other party and/or to its customers or
suppliers. Each party acknowledges that, as a result of this Agreement, it will be provided with Confidential
Information relating to the business policies,procedures and products of the other party particularly including
Confidential Information with respect to the Monexa System and Client and Client's Subscribers. Each party
agrees that:
(a) such information will be maintained as confidential, both during the Term and for five years
thereafter;
(b) it will restrict disclosure of the Confidential Information to only those of its principals, employees,
agents or contractors who have been bound to confidentiality obligations similar to or stronger than
those written herein, who, in order to perform their regular work, require knowledge of such
information and will disclose only as much information as is required to enable those principals,
employees,agents or contractors to carry out their assigned duties and will advise such persons of the
confidential nature of such information and the obligations set forth in this Section 8.1;
(c) it will promptly send another notice to the other party if it becomes aware of any disclosure contrary
to this Section 8.1;or
The provisions of this Section 8.1 do not apply if:
(a) the receiving party can demonstrate that the information alleged to be confidential: (i)was,at the time
of disclosure, generally available to the public, or became generally available to the public after the
disclosure, through no fault of the receiving party; (ii) was, at the time of disclosure, known to the
receiving party and not subject to an existing agreement of confidentiality between the parties; (iii) is
furnished by the disclosing party to third parties without restriction; (iv) is furnished to the receiving
party by a third party who legally obtained said information and the right to disclose it; (v)is approved
for release by written authorization of the disclosing party; or (vi) is developed independently by the
receiving party where the receiving party can document such independent development;
(b) the confidentiality of specific information is waived in writing by the party entitled to claim
confidentiality of the same;or
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(c) there is a legal obligation to make disclosure of the information. The party obligated to make such
disclosure will make good faith efforts to notify the other party of any legal obligation to make
disclosure of the information prior to its disclosure.
It is agreed that nothing contained in this Agreement shall be construed to in any way limit either party's ability
to carry on their respective businesses, including the development of potentially competing products or
services,so long as Confidential Information is not used in that development process.
Notwithstanding anything herein to the contrary, Monexa acknowledges that the Client is subject to the Illinois
Freedom of Information Act (5 ILCS 140/1, et seq.) and all information in the Client's possession may be
regarded as a public record subject to disclosure, and any disclosure by the Client pursuant to the foregoing
shall not be deemed a breach of the Client's obligations hereunder.
8.2 Confidentiality of Agreement. Client acknowledges that Monexa is subject to certain disclosure obligations
imposed by the policies of the TSX Venture Exchange and securities laws applicable to reporting issuers, and
agrees that, notwithstanding the provisions of this Agreement, Monexa will not be in violation of this
Agreement as a result of any disclosure made by Monexa which, in the reasonable opinion of Monexa is
required to comply with such disclosure obligations.
9 WARRANTIES
9.1 Warranties. Monexa will deliver the Services in accordance with the terms and provisions provided herein,
including but not limited to the agreed-upon schedule and specific terms as set out in Exhibit A and such
Services shall meet the requirements outlined in Exhibit E. The Services will be provided in a professional
manner in accordance with the practices and high professional standards used on well-managed operations
performing similar services and consistent with the Services provided to other Monexa clients. Monexa
represents and warrants to Client that (a) Monexa has the corporate power, capacity and authority to enter
into this Agreement; (b) the Services shall perform materially in accordance with any and all Services
documentation and the Client Requirements attached as and defined in Exhibit E; (c) the functionality of the
Monexa System and the Services will not be materially decreased during the Term; (d) it will not transmit
known viruses,worms,time bombs,Trojan horses and other harmful or malicious code,files,scripts,agents or
programs (hereinafter referred to as"Malicious Code")to Client,provided it is not a breach of this subpart(d)if
Client or a Client Subscriber uploads a file containing Malicious Code into the Services and later downloads that
file containing Malicious Code; (e) beginning on the Effective Date and extending for as long as Monexa
provides the Monexa System and the Services to Client, the Monexa System and the Services will operate in
accordance with, and shall include all of the features and functionality described in this Agreement and the
exhibits hereto subject to normal changes to the Services as part of any upgrades and updates, be in good
working order and free from material defects and malfunctions, not fail to achieve at least a 99.9% uptime
(exclusive of any uptime issues outside of the control of Monexa or scheduled maintenance), and have all
necessary maintenance and support Services from Monexa as set forth in this Agreement; (f) it is financially
solvent, it and each of its employees, agents, and subcontractors of any tier are competent to perform the
Services required under this Agreement, and it is legally authorized to execute and perform or cause to be
performed this Agreement under the terms and conditions stated in this Agreement; (g) it and its
subcontractors,if any,are not in default at the time this Agreement is signed,and have not been deemed by the
Client to have,within 5 years immediately preceding the date of this Agreement,been found to be in default on
any contract awarded by the Client; (h) to the best of its knowledge, Monexa and its subcontractors, if any,
presently have no direct or indirect interest in and will not acquire any direct or indirect interest in any project
or contract that would conflict in any manner or degree with the performance of its Services under this
Agreement and Monexa and its subcontractors,if any,will not assign any person having any conflicting interest
to perform any Services under this Agreement or allow them to have access to any Confidential Information; (i)
as of the Effective Date,there is no outstanding,pending litigation,or arbitration reasonably expected to have a
potential or actual material adverse effect on Monexa's ability to fulfil its obligations hereunder; (j) it
acknowledges that any certification, affidavit or acknowledgment made under oath in connection with this
Agreement is made under penalty of perjury and, if false, is also cause for termination under Section 11 of this
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Agreement; and (k) it is appropriately licensed under Illinois law to provide the Monexa System and perform
the Services required under this Agreement and will perform no Services for which a license is required by law
and for which Monexa is not appropriately licensed, including but not limited to registration as an alien
corporation with the State of Illinois,if determined to be required.
9.2 EXCEPT AS PROVIDED HEREIN, AND WITH THE EXCEPTION OF AN IMPLIED WARRANTY OF
MERCHANTABILITY, THE SERVICES SHALL BE PROVIDED ON AN "AS IS" BASIS, AND MONEXA DISCLAIMS
ANY OTHER IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OR TRADE OR COURSE OF DEALING.
MONEXA MAKES NO REPRESENTATION WITH RESPECT TO THE ADEQUACY OF THE SERVICES FOR ANY
PARTICULAR PURPOSE OR WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR RESULT.
EXCEPT AS SPECIFICALLY SET OUT HEREIN, MONEXA SHALL NOT BE LIABLE FOR ANY INDIRECT LOSS OR
DAMAGE ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES BY THE CLIENT. CLIENT
ACKNOWLEDGES THAT THE SERVICES DO NOT GUARANTEE THE SAFETY OR SECURITY OF CLIENT'S DATA.
CLIENT SHALL IMPLEMENT AND MONITOR APPROPRIATE SECURITY PROCEDURES AND MAKE
APPROPRIATE BACK-UP COPIES OF ALL CLIENT DATA TO BE SECURED OR ENCRYPTED.
9.3 MONEXA DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, OR THAT MONEXA WILL CORRECT ALL SERVICES ERRORS. CLIENT ACKNOWLEDGES
THAT MONEXA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,
INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. MONEXA IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
PROBLEMS.
9.4 In order to receive warranty remedies, deficiencies in the Services must be reported to Monexa in writing
within 30 days of discovery of the event giving rise to such claim; provided that this provision only applies to
the warranties provisions.
9.5 Service Deficiency. In the event that Client believes Monexa is not complying with one or more Service Level
Agreements(the"SLA")as set out in Exhibit B hereunder,then:
(a) it must promptly give written notice to Monexa of the particulars of the alleged failure of Monexa to
deliver the services contemplated herein(a"Service Deficiency") in writing;
(b) following the delivery of notice pursuant to sub-paragraph (a), Monexa shall investigate the Service
Deficiency and remedy the same, applying reasonable commercial efforts within a commercially
reasonable amount of time;and
(c) if,after investigating and making reasonable attempts to remedy a Service Deficiency,it is determined
that the Service Deficiency cannot be remedied and is the result of the Monexa System or Third Party
Services, then Client may, by written notice, elect to Terminate this Agreement pursuant to the
provisions of Section entitled "Termination" and/or claim a suitable fee abatement without an Early
Termination Fee being assessed.
9.6 Fee Abatement. In conjunction with the investigation of a Service Deficiency, Monexa and Client will make
commercially reasonable efforts to mutually determine the extent to which there should be an abatement or
reduction in any fees otherwise payable by Client. If the parties are unable to reach agreement on such
abatement or reduction in fees, the matter shall be referred to the dispute resolution process as set out in
section 12.8 hereof.
10 INDEMNIFICATION
10.1 Monexa Indemnity: Provided Client is not in material breach (which for the purposes of this section 10.1 is
limited to default of payment or theft of Client's intellectual property) of this Agreement, Monexa agrees to
defend, indemnify and hold harmless Client and its affiliates and their respective directors, officer, employees
and dependent contractors against any third party claims, and any resulting judgments finally awarded by a
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court of competent jurisdiction,direct damages, costs (including reasonable lawyers'fees and disbursements),
and settlements agreed to by Monexa, where such third party claims that use of the Services alone either
infringes or misappropriates: (A) an existing United States, Canadian or European Union patent of such third
party issued as of the Effective Date of this Agreement; or(B) a registered United States, Canadian or European
Union trademark of such third party; or (C) infringes such third party's copyright or, trade-secret rights;
provided, however that in relation to any of(A), (B), or (C): (i) Client promptly notifies Monexa in writing of
such claim; (ii) Monexa shall have sole control of the defense and all related settlement negotiations of such
claim and Monexa has,without limitation,the sole, unfettered discretion to compromise and settle such claim,
provided that Monexa shall not enter into any settlement without the Client's prior written consent (such
consent not to be unreasonably withheld, conditioned or delayed) where that settlement: (1) requires an
independent admission of liability on the part of the Client; or (2) exposes the Client to financial liability
outside of the scope of this indemnity or(3) imposes any obligation on the Client other than the termination of
Client's rights hereunder to the Services; (iii) Client furnishes to Monexa on request all information in Client's
possession or control for such defense; (iv) Client will not admit any such claims and/or make any payments
with respect to such claims without the prior written consent of Monexa; and (v) Client shall cooperate with
and provide all necessary assistance reasonably requested by Monexa in the defense of such claims at Monexa's
expense. In addition,at Monexa's option,Monexa may secure the right for Client to continue to use the alleged
infringing Services, substitute the Services with substantially equivalent non-infringing Services or, if the
previous options are not possible on a commercially reasonable basis,terminate Client's rights hereunder and
refund any prepaid fees not yet earned hereunder. The Client shall not be precluded from participating in the
action at its own expense through counsel of its own choosing. Notwithstanding the foregoing, Monexa shall
not be liable to Client for any such claim that is based on: (a) use of the Services in combination with any
software, hardware, equipment, applications or services not supplied by Monexa; (b) Monexa's compliance
with Client's designs,specifications or instructions,unless Monexa knew or should reasonably have known that
this would have resulted in such infringement; (c) modification of the Services by Client or any third party
under Client's control; (d) any unauthorized use of the Services by Client or any third party under Client's
control; (f) breach of intellectual property in which Client has a direct or an indirect interest in: (I) such
intellectual property right; or (II) an entity which has a direct or an indirect controlling ownership interest in
such intellectual property right. THE FOREGOING REPRESENTS MONEXA'S SOLE AND EXCLUSIVE
OBLIGATION IN RELATION TO ANY CLAIMS FOR INFRINGEMENT.
11. LIMITATION OF LIABILITY
11.1 EXCLUSIONS. EXCEPT FOR: (A) BREACHES OF THE CONFIDENTIALITY PROVISIONS HEREOF; (B) THE
INFRINGEMENT, MISAPPROPRIATION OR OTHER VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF
THE OTHER PARTY; (C) DAMAGES THAT ARISE AS A RESULT OF A FRAUD PERPETRATED BY A PARTY OR(D)
CLAIMS FOR DEATH OR BODILY INJURY OR ANY OTHER CLAIM UNDER AN INDEMNITY PROVISION HEREIN;
IN NO EVENT SHALL EITHER PARTY, THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS,
DISTRIBUTORS, SUPPLIERS OR INDEPENDENT CONTRACTORS BE LIABLE FOR ANY INDIRECT, ECONOMIC,
SPECIAL, COMMERCIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS PROFITS OR REVENUES, BUSINESS
INTERRUPTION, LOSS OF DATA, DAMAGES CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED
SAVINGS OR DAMAGES CAUSED BY DELAYS OF THE OTHER PARTY, COST OF SUBSTITUTE GOODS,
FACILITIES, OR SERVICES, COST OF CAPITAL, OR OTHER PECUNIARY LOSS) DIRECTLY OR INDIRECTLY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR
LIKELIHOOD HAS BEEN DISCLOSED.
11.2 LIMITATION OF LIABILITY ON MONEXA. EXCEPT FOR: (A) A BREACH OF THE CONFIDENTIALITY
PROVISIONS OF THIS AGREEMENT BY MONEXA; (B) DAMAGES THAT ARISE AS A RESULT OF A FRAUD
PERPETRATED BY MONEXA; OR (C) CLAIMS FOR DEATH OR BODILY INJURY, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MONEXA'S AGGREGATE LIABILITY HEREUNDER
EXCEED THE GREATER OF$300,000 OR TWO TIMES THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12
MONTHS PRECEDING THE INCIDENT.
9
11.3 LIMITATION OF LIABILITY ON CUSTOMER. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO
THE CONTRARY,WITH THE EXCEPTION OF AN ACTION TO RECOVER THE MONIES CLIENT HAS AGREED TO
PAY TO MONEXA PURSUANT TO SECTION 4 HEREIN OR AN INFRINGEMENT OF MONEXA'S INTELLECTUAL
PROPERTY RIGHTS BY CLIENT, NO ACTION SHALL BE COMMENCED BY MONEXA AGAINST CUSTOMER FOR
MONETARY DAMAGES. MONEXA HEREBY FURTHER WAIVES ANY AND ALL CLAIMS OR RIGHTS TO INTEREST
ON MONEY CLAIMED TO BE DUE PURSUANT TO THIS AGREEMENT,AND WAIVES ANY AND ALL SUCH RIGHTS
TO INTEREST WHICH IT CLAIMS IT MAY OTHERWISE BE ENTITLED PURSUANT TO LAW, INCLUDING, BUT
NOT LIMITED TO, THE LOCAL GOVERNMENT PROMPT PAYMENT ACT (50 ILCS 501/1, ET SEQ.), AS
AMENDED,OR THE ILLINOIS INTEREST ACT(815 ILCS 205/1,ET SEQ.),AS AMENDED.
11.4 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (A)
WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION,
BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL
OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT; (B) SURVIVE A
FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS
AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN; AND (C) APPLY IN THE AGGREGATE, TO MONEXA,
MONEXA'S AFFILIATES,AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
11.5 No Liability for Third Party Delay. Client acknowledges that some of the services may be supplied by third
party vendors that are not controlled by Monexa. Except as otherwise provided for herein, Monexa will not be
liable for any damages caused by any delay in delivering or furnishing any services referred to in this
Agreement,where such delay is attributable to the failure of any third party to provide such services to Monexa
or Client through no fault of Monexa. This section refers to services such as but not limited to (i) services
provided by payment transaction providers,and (ii)third party tax services etc.
11.6 NON-LIABILITY OF PUBLIC OFFICIALS AND EMPLOYEES. NO OFFICIAL, DIRECTOR, OFFICER, AGENT, OR
EMPLOYEE OF CLIENT SHALL BE CHARGED PERSONALLY OR HELD CONTRACTUALLY LIABLE UNDER ANY
TERM OR PROVISION OF THIS AGREEMENT OR BECAUSE OF THEIR EXECUTION,APPROVAL OR ATTEMPTED
EXECUTION OF THIS AGREEMENT.
11.7 SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN TYPES OF DAMAGES
AND/OR WARRANTIES AND CONDITIONS.THE LIMITATIONS,EXCLUSIONS AND DISCLAIMERS SET FORTH IN
THIS AGREEMENT SHALL NOT APPLY IF AND ONLY IF AND TO THE EXTENT THAT THE LAWS OF A
COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS
AND DISCLAIMERS.
12 INSURANCE
12.1. Comprehensive Liability. Monexa shall provide, pay for and maintain in effect, during the term of this
Agreement, a policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate
for bodily injury and$1,000,000 aggregate for property damage. Monexa shall deliver to Client a Certificate of
Insurance naming the Client as an additional insured. The policy shall not be modified or terminated without
thirty (30) days prior written notice to Client's contact for Legal Notices. The Certificate of Insurance which
shall include contractual obligations assumed by Monexa under the Indemnity section herein shall be provided.
This insurance shall apply as primary insurance with respect to any other insurance or self-insurance
programs afforded to the Client. There shall be no endorsement or modification of this insurance to make it
excess over other available insurance. Alternatively,if the insurance states that it is excess or prorated,it shall
be endorsed to be primary with respect to the Client.
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12.2. Comprehensive Automobile Liability. Monexa shall carry Comprehensive Automobile Liability Insurance
covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence
for damage to property.
12.3. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto
exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000
aggregate.
12.4. Professional Liability. Monexa shall carry Professional Liability Insurance covering claims resulting from
error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A
Certificate of Insurance shall be submitted to the Client as evidence of insurance protection. The policy shall
not be modified or terminated without thirty (30) days prior written notice to the Client's contact for Legal
Notices.
13 GENERAL
13.1 Notices. Any notice, request, demand or other communication required or permitted hereunder shall be
sufficiently given only if in writing and only if delivered by hand or sent by registered mail (or its equivalent),
courier,email or facsimile addressed to the other Party at the address set out in this paragraph for Client and
the preamble for Monexa or to such other person or address as the Parties may from time-to-time designate in
writing delivered pursuant to this notice provision. Any such notices, requests, demands or other
communications shall be deemed delivered and effective: (i) upon the date of receipt if delivered by hand,
registered mail (or its equivalent) or courier;or(ii)on the date of confirmation of receipt by answer-back from
the Party to whom the notice, request, demand or other communication was given, in the case of email or
facsimile. Billing-related notices to Client shall be addressed to the relevant billing contact designated by
Client, and Legal Notices to Client shall be sent to the attention of the City Manager, City of Elgin, 150 Dexter
Court, Elgin, IL 60120 with a copy sent to the attention of the Corporation Counsel at the City of Elgin, 150
Dexter Court, Elgin, IL 60120 and be clearly identified as Legal Notices. All other notices to Client shall be
addressed to the relevant Services system administrator designated by Client.
13.2 Relationship. Except as hereinafter expressly provided in this Section 12.2, this Agreement does not make
either party the partner, agent or other legal or authorized representative of the other party. Neither party
shall have the authority, nor shall it represent itself as having the authority,to create any obligation on behalf
of or binding upon the other party to this Agreement. Monexa shall not be obligated by any agreements or
representations made by Client to any third party, nor with respect to any other action of Client, nor shall
Monexa be obligated for any damages to any third party whether caused by Client's actions, failure to act,
negligence or wilful conduct. The sole and limited extent to which Client will be entitled to act on behalf of
Monexa shall be for the purpose of obtaining or entering into a waiver, exclusion of liability or similar
agreement with all Client's Subscribers incorporating the Acceptable Use Policy and Standard Operating
Procedures where the same is for the benefit of Monexa. Client shall not be obligated by any agreements or
representations made by Monexa to any third party, nor with respect to any other action of Monexa, nor shall
Client be obligated for any damages to any third party whether caused by Monexa's actions, failure to act,
negligence or wilful conduct.The parties acknowledge that this Agreement is non-exclusive and is not intended
to create any exclusive rights in favour of either party or to preclude either party from carrying out any
Internet related businesses or activities that may from time to time be carried out by the other party.
13.3 PCI Standards. Monexa shall at all times comply with the payment card industry data security standards (PCI
Standards)Service Provider Level 1,as amended from time to time,as a minimum standard.
13.4 Amendments and Entire Agreement. This Agreement may not be changed or modified except by a written
amendment to this Agreement executed on behalf of both parties. The parties have read this Agreement,
including the Exhibits attached hereto and agree that (subject to any subsequent written amendment or
addition to this Agreement)this Agreement constitutes a complete statement of the legally binding agreements
subsisting between them and that there are no other agreements, whether oral or written, and no
11
representations or other communications or understandings subsisting between them and relating to the
subject matter of this Agreement which are to have legal effect. No waiver of any of the provisions of this
Agreement shall constitute a waiver of any other provision (whether or not similar) and no waiver shall
constitute a continuing waiver unless otherwise expressly provided.
13.5 Severability. Should any part of this Agreement for any reason be declared invalid by order of any court or
regulatory agency of competent jurisdiction, such order shall not affect the validity of any remaining portion
which shall remain in force and effect as if this Agreement had been executed with the invalid portion
eliminated,and the parties hereby declare their intention that they would have executed the remaining portion
of this Agreement without including therein any such part or portion which may,for any reason,be hereinafter
declared invalid.
13.6 Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by: an act of
war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by
the obligated party; government restrictions (including the denial or cancellation of any export or other
license); other event outside the reasonable control of the obligated party. Both parties will use reasonable
efforts to mitigate the effect of a force majeure event. This section does not excuse either party's obligation to
take reasonable steps to follow its normal disaster recovery procedures or obligations to pay for the Services.
The party relying upon this provision shall be required to notify the other party in writing of the occurrence of
such an event and to employ its reasonable commercial efforts to remedy the event.
13.7 Notice of Claim. If Monexa wishes to make a claim for additional compensation as a result of action taken by
the Client, Monexa shall give written notice of this claim within thirty (30) days after Monexa knew or should
have known of such action. No claim for additional compensation shall be valid unless so made.Any changes in
Monexa's fee shall be valid only to the extent that such changes are included in writing signed by the Client and
Monexa. Regardless of the decision of the Client relative to a claim submitted by Monexa, all work required
under this Agreement as determined by the Client shall proceed without interruption.
13.8 Interference with Public Contracting. Monexa certifies hereby that it is not barred from bidding on this
contract as a result of a violation of 720 ILCS 5/33E et seq.or any similar state or federal statute regarding bid
rigging.
13.9 Sexual Harassment.As a condition of this contract,Monexa shall have written sexual harassment policies that
include,at a minimum,the following information:
(a) the illegality of sexual harassment;
(b) the definition of sexual harassment under state law;
(c) a description of sexual harassment,utilizing examples;
(d) the vendor's internal complaint process including penalties;
(e) the legal recourse, investigative and complaint process available through the Illinois Department of
Human Rights,and the Illinois Human Rights Commission;
(f) directions on how to contact the department and commission;
(g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the
policies shall be provided by Monexa to the Department of Human Rights upon request 775 ILCS 5/2-105.
13.10 Nondiscrimination. In all hiring or employment made possible or resulting from this Agreement, there shall
be no discrimination against any employee or applicant for employment because of sex,age,race,color,creed,
national origin,marital status,or the presence of any sensory,mental or physical handicap,unless based upon a
bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following:
employment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the
benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex,
race, color, creed, national origin, age except minimum age and retirement provisions, marital status, or the
presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a
12
violation of a material provision of this Agreement and shall be grounds for cancellation, termination, or
suspension,in whole or in part,of the Agreement by the Client.
13.11 Assignment. This Agreement shall not be assigned by either Party without the prior written consent of the
other Party,which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing,Monexa may
assign this Agreement without consent to any purchaser of a majority of Monexa's outstanding shares or to any
purchaser of substantially all of the assets of Monexa that relate to this transaction, or may assign it to an
Affiliate. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
13.12 Binding Effect.This Agreement and the rights and obligations of the parties shall enure to the benefit of and be
binding upon any successor or permitted assign.
13.13 Delegations and Subcontractors. Any assignment, delegation or subcontracting shall be subject to all the
terms,conditions and other provisions of this Agreement and Monexa shall remain liable to Client with respect
to each and every item,condition and other provision hereof to the same extent that Monexa would have been
obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any
proposed subcontractor shall require Client's advanced written approval.
13.14 Governing Law and Venue.This Agreement shall be governed by and construed under the laws of the State of
Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in
connection with this agreement shall be in the Circuit Court of Kane County,Illinois. The Parties hereto hereby
irrevocably waive any and all rights to a jury trial. Each party hereto shall pay their own attorneys' fees and
court costs. Subject to the dispute resolution provisions set out herein, each Party irrevocably waives any
objection on the grounds of venue, forum non-conveniens, or any similar grounds and irrevocably consents to
service of process by mail or in any other manner permitted by applicable law and irrevocably consents to the
jurisdiction and venue of the circuit court located in Kane County, Illinois. In construing, interpreting, and
enforcing this Agreement,choice of law principles shall not apply. The United Nations Convention on Contracts
for the International Sale of Goods is inapplicable,and the Parties expressly disclaim its applicability.
13.15 Compliance with Laws. Notwithstanding any other provision of this Agreement, it is expressly agreed and
understood that in connection with the performance of this Agreement that both parties shall comply with all
applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable
requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees.
Without limiting the foregoing,Monexa hereby certifies,represents and warrants to the Client that all Monexa's
employees and/or agents who will be providing products and/or services with respect to this Agreement shall
be legally authorized to do so. Monexa shall also at its expense secure all permits and licenses,pay all charges
and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the
products and/or services to be provided for in this Agreement. Client shall have the right to audit any records
in the possession or control of Monexa to determine Monexa's compliance with the provisions of this section.
In the event Client proceeds with such an audit Monexa shall make available to Client Monexa's relevant
records at no cost to Client.
13.16 Dispute Resolution. The parties shall use good faith efforts to resolve all disputes under this Agreement. The
account managers of the each of the parties shall be the first level of resolution. If the account managers cannot
resolve the dispute, either party may refer the matter to the chief executive officers of both parties prior to
instituting any legal proceedings.
13.17 English Language.The parties agree that this agreement and all related documents be drawn up in the English
language.
13.18 News Releases. Monexa may not issue any news releases without prior approval from Client,nor will Monexa
make public proposals developed under this Agreement without prior written approval from Client prior to
said documentation becoming matters of public record.
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13.19 Backup Procedures.Monexa shall use commercially reasonable efforts to protect Client's data behind a secure
firewall system, to conduct daily data backups, and to store weekly full-system backup in a separate, fire-safe
facility.Retrieval and transfer of data for purposes not related to on-boarding or termination of this Agreement
may be subject to additional fees.
13.20 Headings. The headings of the several paragraphs of this Agreement are inserted only as a matter of
convenience and for reference and in no way are they intended to define,limit or describe the scope of intent of
any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions
hereof or the interpretation or construction thereof.
13.21 Counterparts.This Agreement may be executed in two or more identical counterparts,facsimile counterparts
or electronic counterparts,each of which when executed by a Party shall be deemed to be an original and such
counterparts shall together constitute one and the same Agreement
MONEXA SO�.0 NS IN City of Elgin
I
By: By:
Name:William Schonbrun Name: Sean R. Stegall
Title: Executive Vice President Title: City Manager
Date Original Signed:December 13,2013 Date Original Signed: December 18, 2013
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Exhibit"A"
Services and Fees
"CLIENT":
Name: City of Elgin
Address: 150 Dexter Court
Elgin, IL 60120
Phone:
Fax:
Main Business Contact: Dan Ault
Phone: 847-931-6082
Email: Ault_d @cityofelgin.org
Main Billing Contact: Dan Ault
Phone: 847-931-6082
Email: Ault d @cityofelgin.org
1. Standard Billing and Payments'Services
The services offered to Client and Client subscribers under this Master agreement includes Monexa subscription billing,
payment and management software and associated services including but not limited to those described in Exhibits B
and C below. Monexa will host and retain physical control over the Monexa Billing and Payments Software and make
such computer programs and code available via the Internet for access, use and operation through a Web-browser or
via the API's. Monexa will provide other web-based software such as Self Service Portals and Signup Pages to Client as
source code,which Client will host and manage.
2. Billing and Payments Fees
2.1. All pricing is in American Dollars
2.2. Transaction Volume Pricing:
Pricing is based on the expected average volume (number of transactions) of transactions processed during a calendar
month,per the chart below as agreed to by the Parties prior to the commencement of each annual period,regardless of
the actual number of transactions processed during the period. A transaction is defined as a capture or attempt to
capture a payment in the billing system, either by automated means or application of a payment received outside the
system (generally cash or check) against an outstanding balance in the system. For credit cards,one transaction equals
each time we attempt authorize & capture. For other payment instruments, one transaction equals each settlement
attempt.
Based upon the agreed average volume of monthly transactions for the annual period from Nov 1,2013 to Oct 31, 2014,
the fees for monthly transactions shall be fixed at$11,787 per month.
The Parties will agree (acting reasonably and based on actual transaction volumes and trends for the previous year) on
the fixed average transaction volume for the next year,not less than thirty(30) days prior to the end of the then current
year.
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Monexa Intelligent Billing:
Monthly Minimum $4,000
Monthly Transactions Monthly Fee per
Processed Transaction
0 to 10,000 Included
10,001 to 25,000 $0.15
25,001 to 50,000 $0.14
50,001 to 100,000 $0.13
100,001 to 250,000 $0.12
250,000 to 500,000 $0.10
500,000 to 1000,000 $0.08
1,000,000 Plus $0.05
3. Required Third party Services:
In order for Monexa to process payments on behalf of Client,Client must provide a Gateway Service from a third party
or if available,purchased from Monexa.
3.1. Gateway Services
Client-Sourced Third-Party Gateway(Most common)
Typically Client will establish a direct relationship with a Merchant Gateway and Processor for online payment
acceptance and pay all gateway fees and processing fees directly to that company. In order to utilize that relationship,
Monexa must have an existing technical integration with the chosen Gateway. Monexa will configure the Monexa
System to work with the Client's chosen Gateway/Transaction Processor and Client will pay all associated Third-Party
Gateway fees directly to the party with whom the relationship exists.
If Client has a merchant account on the Chase Paymentech Global platform then Client can make use of Monexa's
Transaction Gateway Processing services.Fees are outlined in Exhibit D.
4. Monexa Implementation and Development Services:
Initial implementation services are provided pursuant to the Implementation Services Agreement between BasicGov
Systems Inc.and Client effective November 1,2013.
End of Exhibit"A"
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Exhibit"B"
Service Level Agreement
1. Availability
Availability for the Services (as defined in Section 2 of this Exhibit) for each calendar month shall be 99.9%or greater
for each of the Services excluding outages that occur as a result of:
a) Force Majeure,
b) An act or omission of Client or any of its employees,agents,Client's,Subscribers or representatives,or
C) An outage previously agreed upon by Client and Monexa pursuant to Exhibit E,such as a result of scheduled
maintenance.
Remedies are set forth under the heading"Problem Determination,Actions,and Resolutions"within this Exhibit.
2. Services
Services and their applicable facilities are defined as follows:
• Monexa Billing and Payments Software System Access:The ability to access the provisioning,marketing,
billing and account management system.
• License/log in control-Subscriber access to Client's system as controlled through Monexa's Billing and
Payments Software API
• Billing and Payments Software API
3. Service Availability Monitoring
The Service Availability Percentage(SAP) for the Services is calculated as follows:
• Each identified incident in which Services are not available will have an Outage Event Duration Indicator
("OEDI")measured in seconds.
• Outages that occur as a result of events that are exempted from service availability calculations noted in this
Exhibit will not be factored into the SAP calculations.
Total Seconds in a Calendar Month-(OEDI) * 100 = Service Availability
Total Seconds in a Calendar Month
4. Problem Determination,Actions,and Resolutions
In the event Client determines that one or all of the Services are not operating as described in the subsection
Services,or are not operating in a secure manner,Client and Monexa will work to resolve the issue via the
following means:
• Client will report the suspected Service issue via telephone at 1-877-604-7277,option"1"
• Monexa will ensure a qualified member of staff is available to review the report
• Monexa will determine if the Service issue(s)does exist,and respond to Client based upon the criteria and
timeline outlined in the Service Issue Notification&Escalation Table(Section 5d of this Exhibit),indicating the
severity of the Client reported issue,the associated trouble ticket number,as well as an estimation of the repair
time
• Monexa will endeavour to repair the Service by all means reasonably available in a timely manner,and will
continue such efforts until such time as the Service is repaired. Monexa will endeavour to repair such issues
within one(1) Business Day
• Client may periodically inquire as to the status of the repair issues via telephone to the above noted number
and quoting the previously provided Monexa trouble ticket number
• In the event Monexa determines a possible workaround for Client,such a workaround will be provided to
Client as soon as it is determined by Monexa
• Monexa will escalate the report of a Service issue internally as required to ensure timely repair of the issue.
17
• Monexa will provide notice to Client,via email or telephone,once the issue has been repaired. Additionally,
Monexa will provide Client with notification via email when there has been a service outage that Client may not
otherwise have been aware of If an outage causes any host services to fall below SLA standards(99.90%) for a
given month,then notification to Client will include a written post-mortem description indicating the cause of
the outage,what was done to resolve the outage as well as corrective actions that Monexa will implement to
prevent future re-occurrences.
Monexa operations department consists of a team of technicians,who actively monitor all computers and services.
These individuals are responsible for Tier 2 support. Where these individuals are unable to resolve a problem,the issue
is referred to senior service level engineers.
S. Client Support Process&Escalation Procedures
This section outlines the points of contact and escalation for technical and service related issues,and also provides
guidelines that describe the criteria for trouble escalation.
a) Reporting Troubles/Issues (Phone&Email)
• Monexa's Customer Services and Support Center can be reached at the following number for trouble reporting
and escalations: 877-604-7277,option"1"or via email to support @monexa.com
b) Required Information
The following information is required before trouble tickets are logged by Monexa'Customer Services and Support
Center.
• Customer ID
• Problem type
• Specific information related to problem type
• Diagnosis&Support log information to date
C) Service Issue Severity Definitions
Billing changes Non-Service Affecting
Changes/additions to Client service
Routine maintenance A Non-Service Affecting situation involves
Service additions configuration or service changes,issues
Billing and Payments Software question/ with a single Client Subscriber account,or
training scheduled maintenance to the services
equipment and/or systems. The regular
maintenance windows will be utilized
under all non-emergency situations.
Loss of a redundant link Performance Affecting
Latency/Packet Loss
Server Failure with Redundancy Resulting A Performance Affecting situation involves
in Degraded Performance a minimal impact to the services,services
equipment and/or systems that result in
degraded performance but do not inhibit
customer usage of the services.
Loss of Authentication Service Outage
Server failure resulting in severe services
impact or loss A Service Outage situation is a major or
Server/Virtual Server failure resulting in critical outage that involves services,
total service outage. services equipment and/or systems failure
resulting in a number of customers unable
to use the service.
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d. Service Issue Notification&Escalation Table
Service Issue Severity&Elapsed time to notify
Service Outage Performance Affecting Non-Service
I A ectin
Level Notify Monexa's Internal Customer Monexa's Customer Customer
Escalations Escalation Internal Escalation Escalation
Escalations
1 Customer Services Immediate Immediate Immediate Immediate 07:00-17:00
PST,
604-909-0480 Monday to Friday
or toll free
(877-604-7277,press#1)
support@monexa.com
2 24x7 On-Call Engineer Immediate Immediate Immediate Immediate At discretion of
Customer
604-909-0481 Service
s
3 NOC Team Lead 10 Minutes 30 Minutes 60 Minutes 2 Hours At discretion of
On-Call Engineer
604-909-0482
4 Manager,Operations 30 Minutes 90 Minutes 60 Minutes 2 Hours At discretion of
NOC Team Lead
604-909-0483
5 VP Operations 60 Minutes 4 Hours 150 Minutes 4 Hours At discretion of
Manager,
604-909-0484 Operations
*Note: A failure of any individual component that may be non-service affecting or that affects the performance or
availability of any Client Subscriber service will (through Monexa 24x7 iCURO monitoring system and internal
process) automatically notify Monexa 's On-Call Engineer and automatically escalate through all notification
levels.
End of Exhibit"B"
19
Exhibit"C"
Client Support
1. (a) Monexa will provide the representatives of Client with direct telephone and email access to employees of
Monexa (the "Extended Support Staff') who have the necessary technical expertise and experience to provide
the Extended Support Services (defined below).
No-Fee Support
Monexa shall provide up to ten hours of no-fee support per month for the first 3 months from the Launch Date.
After the first three months from the Launch Date, no-fee support shall be limited to one hour per month plus
an additional one hour of no-fee support for each$2,000(Two Thousand Dollars) in monthly fees paid.
The no-fee support allowance shall not be expended where the support requests are as a result of issues arising
from the improper functioning of the Monexa System.
Unused support hours shall be carried forward for 3 months.
Support Charge Fee: Support required over the free allocated amount will be charged at$200 per hour.
(b) Monexa will have its Extended Support Staff provide to Client on an as requested basis assistance in answering
questions regarding:
(1) explanations of functions and features of the software;
(2) clarification of documentation pertaining to the software;
(3) guidance in the operation and use of the software;and
(4) troubleshooting problems and issues surrounding the use of the software,
(collectively,the"Extended Support Services");
(c) Any member of the Extended Support Staff may provide Extended Support Services to Client;
(d) Monexa will make Extended Support Staff available to Client's Representatives (as defined below) 24 hours a
day,seven days a week;and
(e) Monexa will use reasonable efforts to ensure that all requests for Extended Support Services made during a
Business Day by Client's Representatives are responded to by telephone by a member of its Extended Support
Staff within 4 hours of the request being received.
2. Client agrees that it will provide a list of no more than two persons to act as its support contacts with Monexa
("Client's Representatives").
3. Client may,with two Business Days prior written notice, add or remove persons to or from the list of Client's
Representatives.
4. Client agrees that no more than two persons and no less than one person will be designated as Client's
Representatives at any one time. Client's Representatives will be qualified to provide the required information
technology support services.
5. Client will ensure that only Client's Representatives will contact the Extended Support Staff and Monexa will
ensure that their Extended Support Staff will only contact Client's Representatives.
6. Client acknowledges that Monexa is not responsible for providing support for any hardware, software or any
other system or device not supplied by Monexa pursuant to this Agreement.
End of Exhibit"C"
20
Exhibit"D"
Optional Services and Maximum Pricing
The following services are optional.These services have not been included in the statement of work for this agreement
as they are considered not required for Clients current solution based on discussions with Client. In the event that
Client order future services as set out below,the prices herein shall be the maximum rates charged by Monexa until
October 31,2015.
Additional Reporting Users:
Administrators may be granted reporting rights.One reporting user is included in bases fees.Additional reporting users
may be added.
Recurring fee for additional reporting users:$50 per reporting user per month
Tax Calculations:
If the services sold by Client are taxable and where Monexa systems are required to calculate the taxes a tax calculation
fee will apply as per the following table.
Min monthly volume 1 0 1 10,000+ 1 25,000+ 1 50,000+ 100.000+ 250,000+1500,000+1 1M+
Fee per calculation 1 $ 0.201 $ 0.181 $ 0.171 $ 0.151 $ 0.141 $ 0.121 $ 0.101 $ 0.08
Monexa Gateway
If Client has a merchant account on the Chase Paymentech Global then Client can make use of Monexa's Transaction
Gateway Processing services.Client will pay to Monexa the following Transaction Processing
Monexa Gateway fees
Gateway Access Fee: $15.00 USD per month
Gateway Transaction Fee: $0.08 USD per transaction`
'This is only the gateway fees for credit card and ACH transactions for US merchant accounts
Applicable Processing fees and credit card fees will be charged directly to Client by client's merchant account provider.
End of Exhibit"D"
21
Exhibit"E"
Customer Requirements
The Monexa Services will include the following functionality that will be provided for under an Implementation
Services Agreement between BasicGov Services Inc.and Client,effective November 1,2013 and pursuant to the timeline
provided for therein:
Reference Payment Processing Functionality Comments
Number
4.00 Automated handling of payments posted from city
website or application smart phone tablet
4.01 Credit card and e-check,auto-draft support
4.02 Configurable payment terminals and hooks for Payment routing out of the box
workflow automation and associating payments feature. Ability to trigger and
payments and match payments to
invoices in the system available
via API and hence available to
workflow engine.
4.03 Payment management buttons to authorize, charge,
void, and refund transactions
4.04 Billing indicators to let staff know when accounts are
aid in full
4.05 Shopping cart allowing the city easily track all bills
associated with account
4.06 Shopping cart allowing customers to purchase/renew
multiple items at once(one account for each entity,
one place to complete transactions)
4.07 The ability to make doing business electronically
with the city look and feel like Amazon.com
4.08 Ability to process one time payments
4.09 Automatic creation of new account records when
new customers pay through application
4.10 Safe and secure payment processing based on
industry best practices
4.12 Payment tracking based on applicable funds All transactions available for
review via interface and API.
4.13 Ability to have multiple batch types (over the phone,
over the counter, lockbox, online, etc.
4.14 Ability to upload payments from ACH vendor,
lockbox or IVR.
4.15 Ability to create short cuts (payment type codes) for
payments to go directly to a specified revenue code.
4.16 Ability to enter payments directly to customer's
invoice(water, building permit, fines)
4.17 Ability to use multiple tender(cash, check, credit
card)to pay one transaction
4.18 Ability to enter multiple payments as a batch.
4.19 Print receipt showing any balance due and due date.
4.20 Ability to reprint receipts including credit card sales
22
Reference Payment Processing Functionality Comments
Number
slips.
4.21 Ability to void receipts and reverse the payment
from applicable account.
4.25 Automatically settle credit card transactions when Settlements carried out by
cash batch is posted. Payment Gateway
4.27 Ability to swipe credit card at terminal. Handled by BasicGov SFDC
integration.
4.28 Ability to have multiple credit card tender codes.
4.29 Ability to search payment detail based on different
criteria(receipt#, $ amount,tender, date range etc.)
4.30 Ability to add comments to a payment.
Reference Billing Functionality Comments
Number
General Billing
Provide the ability to create account classifications
for the following categories:
5.00 Inside/outside city limits
5.01 Non-Elgin cities
5.02 Single-family dwellings
5.03 Multi-family dwellings
5.04 Commercial
5.05 Industrial
5.06 Outside use—Irrigation
5.07 Government/Institutional
5.08 Industrial—City billing
5.09 Single Family—Branch service
5.10 Cycle/Route
5.11 Section of town defined geographic service areas
5.12 Track changes made by City personnel
Provide the ability to create customer information for
the following parameters:
5.13 Person or Company
5.14 Ability to pull from alternate address during certain Assumption is email is delivery
periods of the year automatically method and print.
5.15 Group codes (Bill print vendor is able to mail bills
together for same customer or pull bills from
processing if the property has been abandoned)
5.16 Ability to mark customer as cash only and show up
in cash receipts when payments are processed
5.17 Ability to mark customer as confidential
5.19 Track history of addresses and balances due at prior
addresses
5.20 Track changes made on customer account by the
23
Reference Billing Functionality Comments
Number
city
5.21 Customer notes
Provides the ability for the following options on the
weekly billing run:
5.22 Divided into sections of the City (Cycle/routes)
5.23 Meter reading upload(from Badger Meter-the
external vendor)
5.27 Perform meter/module exchanges with out and set Billing system bills on net
reads amount submitted.
5.28 Ability to correct and send new bills
5.30 Ability to enter the consumption amount the City
wants to bill
5.31 Ability to hold accounts from billing until next week Elgin can advance bill day to
following week. Following week
will pick up all usage. Following
payments will be based on
adjusted billing day.
5.34 Ability to create consumption report based on Account billing information
classification for Sanitary District available in Monexa Data
Warehouse. Data Warehouse can
be accessed directly by the
customer and the reporting
engine of the Clients choosing.
5.35 Ability to bill deposits Accepted as a pre-payment in the
Monexa system.
5.36 Deposits automatically apply to account balance at Upon cancellation, Elgin staff
termination applies deposit in the same action
that collects any remaining
outstanding balance.
5.38 Bill multiple services per location
5.39 Allow multiple meters per location
5.40 Allow for multiple t es of billing rates
5.41 Data file for bill print vendor
5.42 Ability to set up services at the location level —not
the customer level.
5.43 Ability to identity service as a branch service.
Ability to bill miscellaneous items
5.44 Ability to terminate account and re-add new
customer with the same services.
5.45 Delinquent Notices
5.46 Ability to provide processing for delinquent bills.
5.48 Ability to add penalties to specific services based on Add penalties via API,
a percentage. calculation occurs in portal
5.49 Ability to flag delinquent amounts due in bill print
file so bill print vendor can include dunning notice
on water bill.
5.50 Ability to send shut off notices.
24
Reference Billing Functionality Comments
Number
5.52 Ability to generate reports for all accounts requiring
shut off processing.
5.54 Ability to place account in shut off status that will
allow billing to continue.
5.55 Ability to generate a report of all collections based information available in the
on final bill date. Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.56 Ability to generate an uploadable file for collection
agency.
5.57 Ability to write off accounts with an outstanding Accounts can be written off by
balance based on selected dollar amount. recording negative line items.
5.58 Ability to upload data to a collection agency.
Reports
5.62 Ability to create and track customer letters at Elgin employee manually writes
customer account level. email and sends
5.63 Ability to provide duplicate bill and/or shut off
notification to third party
5.64 Ability to create a report listing active meter information available in the
locations Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.65 Ability to create a report by the following
parameters:
5.66 Revenue range information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.67 Data Range information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.68 Service type information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
25
Reference Billing Functionality Comments
Number
5.69 Customer notes information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.70 Consumption information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.71 Credit balance information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.72 Custom classifications established by the City information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
Accounting/Cash Receipts
5.73 From an accounting perspective,the system should
provide the ability to perform the following:
5.74 Apply a ments to account immediate)
5.75 Apply on-line payments apply to account
immediate)
5.76 Accept payments for all modules and apply
immediate)
5.77 Date and time stamp for all payments to show up on
water accounts
5.78 Ability to look up address and see all that is owed information available in the
Monexa Data Warehouse. The
Data Warehouse is directly
accessed by the client and the
client can leverage reporting
engine of their choosing
5.79 Provide on-screen notification when account has Information available in Account
been processed for shut off Lookup information and can be
displayed in the portal
5.80 Provide ability for agents to take payments over the
hone
5.82 Ability to sign up on-line for bank drafting.
5.83 Ability to sign up on-line for budget billing. Allows customer to sign-up for
26
Reference Billing Functionality Comments
Number
recurring monthly fees.
5.84 Ability to post cash and account adjustments
5.86 Ability to transfer balances. Carried out by crediting
originating account and debiting
destination account.
5.87 Ability to reverse payments and create an accounts Payments are refunded, not
payable batch. reversed. Refunds processed in
real time at the point entered by
Elgin staff.
5.88 Ability to refund credit balance and create an Refunds process in real time at
accounts payable batch. the point entered by Elgin staff
5.89 Ability for customers to access consumption and This information will be
billing information. provided via the Customer Portal.
The Monexa Services will include the following functionality that will be provided for and pursuant to the timeline
under an Implementation Services Agreement between BasicGov Systems Inc.and Client effective November 1,2013.
Reference Payment Processing Functionality Comments
Number
4.11 When applicable payment triggers the option to "Payment triggered via the Self-
download an associated document or Service Portal
notification/document sent via email.
4.22 Ability to view prepaid credit card balance without
making a payment.
4.31 Fully integrated with General Ledger. Document sent is generic in
nature"
Reference Billing Functionality Comments
Number
5.18 Ability for one time exemption per year for penalty
(annual mass update)
5.24 System should compare average, seasonal usage to Need to build intelligence to
current bill usage and create error message process data already stored
(consumption too high or too low) if necessary.
5.25 Be able to customize error messages for billing(no Errors incorporated into
usage, negative usage etc.) customized invoice presentation
5.26 Account review for billing should be limited to Provided as report
accounts with error messages.
5.29 Ability to let the system automatically estimate reads
based on prior years usage
5.33 Ability to automatically add Surcharge to fourth
estimate bill
5.47 Ability to generate shut off eligibility list and to be
27
Reference Billing Functionality Comments
Number
able to manipulate account eligibility based on
promises to pay.
5.60 Ability to create a detailed and summary trial
balance report in total and by account status.
5.61 Ability to create a report of deposits
5.81 Provide automated turn on work request with A work order will be generated
payment automatically for the Meter Shop
to "turn-on" a constituent's
service after shut off.
5.85 Ability to flag account as cash only so it will come
up on screen in cash receipts when accepting a
payment.
5.90 Ability to accept payment via self-service telephone An integration with the existing
payment IVR application will be
developed.
End of Exhibit"E"
28
Exhibit 7"
a
i
Sub Section B
City of Elgin, Illinois
Sexual Harassment - Policies and Programs
Effective July 1, 1993, every party to any contract with the City of Elgin and every eligible bidder is required to have written
sexual harassment policies that include,at a minimum,the following information:
• the illegality of sexual harassment
• the definition of sexual harassment under state law
• a description of sexual harassment,utilizing examples
• a vendor's internal complaint process including penalties
• the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and
the Illinois Human Rights Commission
• directions on how to contact the department and commission
• protection against retaliation as provided by Section 6-101 of the Human Rights Act
I hereby affirm that the organization which I represent has in place sexual harassment policies which include the
required information set fourth above,and I hereby agree to furnish the City of Elgin - Human Resources Department
with a copy of these policies if they so request.
Signature/Title_U" Executive Vice President
Company Monexa Services, Inc.
Date December 13,2013
Sexual harassment is defined as follows:
"Sexual harassment" means any unwelcome sexual advances or requests for sexual favors or any conduct of a sexual nature
when (1)submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment,
(2) submission to or rejection of such conduct by an individual is used as a basis for employment decisions affecting such
individual, or(3) such conduct has the purpose or effect of substantially interfering with an individual's work performance or
creating an intimidating,hostile,or offensive working environment.
Any questions by contracting parties or eligible bidders concerning compliance with these requirements should be directed to
the City of Elgin-Human Resources Department at(847)931-5618.
I hereby agree to fully indemnify and hold the City of Elgin harmless from any and all liability, loss or damage
including costs of defense or claim,demands,costs of judgment against it arising from any sexual harassment complaint
resulting from the act of any member of my organization in the performance of this contract.
29
s
r�t
Signature/Title_� Executive Vice President
Company Monexa Services,Inc.
Date December 13,2013
Sub Section C
City of Elgin,Illinois
Certification Requirements
Please submit all required forms and documentation, fully completed and signed, with your proposal. No
proposal will be accepted without this information.
1 To assure compliance with the City of Elgin's Affirmative Action Ordinance, all contractors and
vendors. Herein referred to as "bidders", are requested to submit the following information:
A. Workforce analysis using the enclosed Bidder's Employee Utilization form.
B. Provide the information required in Item #3 on the employee utilization form if the answer to
Question# 2 on the form is "Yes".
C. Provide a written commitment outlining the steps that the bidder plans to take in the area of
recruitment and promotion of minorities and females to assure equal employment opportunity. (A
copy of the bidder's affirmative action plan may be submitted in lieu of this requirement.)
2. To assure compliance with the City of Elgin's Sexual Harassment Ordinance, all bidders must
submit a signed sexual harassment form enclosed with the Invitation to Bid.
3. The undersigned certifies that the offerer is not delinquent in the payment of any tax administered
by the Illinois Department of Revenue unless there is a pending proceeding contesting the tax.
4. The undersigned certifies that the offerer is not barred from offering on this solicitation as a result
of a conviction for the violation of State law prohibiting bid-rigging or bid-rotating.
5. The successful bidder agrees that upon acceptance by the City of Elgin, the executed Invitation to
Bid along with all instructions, conditions, and specifications attached thereto constitute a binding
contract which may be enforced by the City.
Signature/Title 0 V______Executive Vice President
Company Name Monexa Services, Inc.
30
Address 1100-555 West Hasting Street
Vancouver BC, V6B4N4 Canada
Phone Number +1 (604) 630-5668
End of Exhibit"F"
31
Mone) a.
Exhibit "G"
has n
{
1
Sub Section D
City of Elgin,Illinois
Equal Employment Written Commitment Guideline
The written commitment required in Item#4 of the Bidder's Employee Utilization Form shall:
Set out the name and phone number of the bidder's Equal Employment Officer.
Clearly identify the bidder's recruitment area and the percentage of minorities and females in the area's
population and labor force.
Set out what the bidder has done and has set as a goal to ensure the recruitment of minority and female
employees.
Set out the bidder's specific goals to recruit minorities and females for training programs or other similar
opportunities available through the bidder's organization.
Indicate bidder's consent to submit to the City of Elgin, upon request, statistical data concerning its
employee composition and recruitment efforts anytime during the term of the contract.
Show bidder's consent to distribute copies of the written commitment to all persons who participate in
recruitment, screening,referral,and selection and hiring of job applicants for the bidder.
Clearly show that the bidder shall require all subcontractors, if any, to submit a written commitment
complying with the above requirements of their affirmative action plan to the City of Elgin.
Clearly state the bidder agrees that:
"Bidder(company name) shall not discriminate against any employee or applicant on the basis of
race, color, religion, sex, national origin, age, place of birth, ancestry, marital status, or disability
(physical or mental)which will not interfere with the performance of the job in question."
Description of Groups for Classification Purposes
White: all persons having origins in Europe,North America,or the Middle East
Black: all persons having origins in any of the Black racial groups of Africa
Hispanic: all persons of Mexican, Puerto Rican, Cuban, Central South American, or other Spanish
culture or origin,regardless of race
Asian American: all persons having origins in the Far East, Southeast Asia, the Indian subcontinent, or
the Pacific Islands
Monexa Billing and Payments 32
Software Service Agreement
Monema.
American Indian: all persons having origins in any of the original peoples of North America and who
maintain cultural identification through tribal affiliation or community recognition
Sub Section D (contA
�0p5 n"Mp"s
•
City of Elgin, Illinois
Chapter 3.12.1000 Affirmative Action - City Contracts
1.Name and Address of Bidder 2. Description of Project
Monexa Services Inc. Extending the salesforce.com
1100-555 West Hastings Street
Vancouver BC, V6134N4 Canada
and 311 project with
permitting, inspections and
enforcement, planning and
subdivision, billing, payment
processing, work management
and mobile
JOB CATEGORIES Total Whites Blacks Hispanics Asians or American Minority Female(All
Employees Pacific Indians (M&F) Categories)
Islanders % %
M / F M / F M / F M / F M / F
SG&A 9 7/1 0 0 1/0 0 22.2% 11.1%
Service and Support 10 4/2 0 1/0 3/0 0 40% 20%
Development 11 4/1 0 0 2/3 0 45.5% 45.5%
TOTALS
Signature of Company Official Title Telephone Date Signed Page 1 of 2
Executive Vice Number December 13,
U 2�=/ President +1 (604)630- 2013
5668
Monexa Billing and Payments 33
Software Service Agreement
Monexa-.
2. Have you ever been awarded a bid by the City of Elgin?
Yes X No
3. If the answer to question#2 is Yes, please submit a copy of the Employee Utilization Form that was submitted
with your last successful bid along with a fully completed copy of this form.
4. Please submit,according to the guideline provided in the attached document,a written commitment to provide
equal employment opportunity. An Employee Utilization Form is required for any subcontractors.
NOTE: In the event that a contractor or vendor,etc.,fails to comply with the fair employment and affirmative action provisions of
the City of Elgin,the City amongst other actions may cancel,terminate,or suspend the contract in whole or in part.
End of Exhibit"G"
Monexa Billing and Payments 34
Software Service Agreement