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Client: Orange County Attention:Pam Jones Contract# MN5019-4 <br /> Section D-Maintenance Agreement <br /> 1)Scope of AgreemenL The Client agrees to purchase and MUNIS agrees to provide services for the software products listed on the cover of this Agreement in accordance with the following terms and co�ditions. <br /> Both parties acknowledge that this Maintenance Agreement covers both Support for the software products listed on the cover of this Ageement and Licensing of updates of such installed softwaze products. <br /> 2)Term of Agreement.This Maintenance Ageement is effective as of the effective date listed on the cover of this Agreement and shall remain in force for a one year term.Upon te�mination of this Maintenance <br /> Agreement,Client may renew the Maintenance Agreement for subsequent one year periods at the then current fee sducture as established by MUTIIS. <br /> 3)PaymeeG <br /> a)Client agrees to pay MLJNIS the amount identified in the Investment Summary for licensing and support services,as described below.The annual amount identified in the Investment Summary shall be reduced by <br /> twenty-five percent(25%)for the first year.This payment is due and payable in accordance with the General Payment Teims of this Agreement. <br /> b)Additional Charges. Any mainteaance performed by MUNIS for the Client which is not covered by this Maintenance Agreement will be charged at MLTNIS'then cuirent market rates. All materials supplied in <br /> connection with such non-covered maintenance or support plus expeases will be charged to Client <br /> c)Support and services will be suspended whenever C►ienPs account is thirty(30)calendar days overdue. Support and services will be reinstated when Client's account is made cuaent. <br /> 4)Terms and CondiHons tor Licensing of Updates of H►e Installed Softwsre Prodocts. <br /> a)Client is hereby granted the non-exclusive and nontransferable license and right to use the additional versions of the installed software products listed on the Cover of this Agreement which MUNIS may release <br /> during the teim of this Maintenance Agreement. M[JNIS agrees to extend and Client agrees to accept a license subject to the tem�s and conditions contained herein for the installed software products. <br /> b)The installed soRware products listed are liceased for use only for the benefit of Client listed on the cover of this Ageement.The software producu are not licensed to perform functions or processing for <br /> subdivisions or entities that were not considered by MLTNIS when MiINIS placed Client in the categories listed on the cover of this Ageement. <br /> c)As long as a cumnt Maintenance Ageement is in place,this License may be hansferred to another hardware system used for the benefit of Client. Client agrees to notify MUN1S prior to transferring the licensed <br /> products to any other system.The cost for new media or aay required technical assistance to accommodate the transfer would be billable charges to the Client. <br /> d)Client agrees that the softwaze products are proprietary to MLTNIS and have been developed as a trade secret at MLJNIS'expense.Client agees to keep the software products confidential and use its best efforts to <br /> prevent any misuse,unauthorized use or unauthorized disclosures by any party of any or all of the software products or accompanying documentation. <br /> e)The software products may be modified but such modification shall be only for the use on the C1ienYs system for which the software producu are licensed and shall not cause the Client or anyone pe�forming such <br /> modification to gain any proprietary or other interest in the software products.If Client has made modifications to the software products,MUNIS will not suppott the modified software products,unless modifications <br /> were specifically authorized in writing by ML7NIS. <br /> �Client may make copies of the licensed software products for archive purposes only.The Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the product <br /> may not be copied except for intemal use. <br /> g)For as long as a current Maintenance Agreement is in place,MiJNIS shall prompdy cotrect any functions of the softwaze products which fail to substantially comply with MLTNIS'user manuals for the most current <br /> version of the software products. If Client has made modifications to the softwaze products,MUNIS will not make such corrections,unless modifications were specifically suthorized in writing by MLTNIS. <br /> 5)Terms and Conditions for Support <br /> a)MUNIS shall provide software-related telephone support to the Client. Phone calls will be accepted by support personnel during MiJNIS'normal working hours(8:00 A.M.to 6:00 P.M.,Eastem Standazd Time, <br /> Monday through Friday).Assistance and support requests which require special assistance from MiJNIS'development group will be taken and directed by support persormel. In the event that support representatives aze <br /> unavailable to receive calls,messages will be taken and calls will be retumed within one working day. <br /> b)MLTNIS will continue to maintain a master set of the cuaent wmputer progams on appropriate media,as well as hardcopy printout of source code programs and documentation. <br /> c)MUNIS will maintain staffthat is appropriately trained to be familiar with the softwaze products in order to render assistance,should it be required. <br /> d)(d)MUNIS will provide Client with ali updates that MUNIS may make to the then current version of the installed softwaze products covered in this Agreement. <br /> e)(e)MUNIS will make available to Client update(s)of the installed software products.In the case of system software update(s),Client will also be required to pay whatever fee the manufacturer chazges for the update. <br /> Client understands that and agrees that six(6)months after shipment by MLJNIS of updates, MiJNIS shall cease to support the earlier version,and for the balance of the term,MiJNIS shall support the update. <br /> �(�MUWIS will make available appropriately trained personnel to provide Client additional training,program changes,analysis,consultation,recovery of data,conversion,noncoverage maintenance service,etc., <br /> billable at the current per diem rate p(us expenses. <br /> 6.Limitations and Eaclusions. 1'he support and services of this Maintenance Agreement do not include the following: <br /> a)Support service dces not include the installa6on of the software products,onsite suppoR,application design,and other consulting services,support of an operating system or hazdware,or any support requested <br /> outside of normal business hours. <br /> 11 of 14 <br />