2002 S Contract Business System Software Award of Proposal/Contract Approval

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Quoted to:Orange County Attention:Pam Jones Contract# MN5019-4 Section E-Third Party Product Agreement 1.Agreement to License or 5e11 third psrty prodocts. For the price set forth in the Investment Summary(Hardware&System Software),MiJNIS agrees to license or sell and deliver to Client,and Client agrees to accept from MUNIS the third party products set forth in the Investrnent Summary. 2.License of T6ird Party Software Prodncts a)Upon Ciient's payment for the third party software products listed in the Investment Summary,for the license fees set forth in the Investrnent Summary,MiJNIS shall grant to Client and Client shall accept from MLTNIS a non-exclusive,nontransferable,nonassignable license to use the third paRy software products and accompanying documentation and related materials for intemal business purposes of Client,subject to the conditions and limitations ia this se.ction b)Ownership of the third party software products,accompanying documentation and related materials,shall remain with the third party manufacturer or supplier. c)The rig6t to daosfer Wis license to a replacement hardware system is govemed by the Third Party.The cost for new media or any required technical assistance to accommodate the transfer would be billabie charges to Client.Advance written notice of any such uansfer shall be provided to MiJNIS. d)Client agrees that the third party software products are proprietary to the third party manufacturer or supplier and have been developed as a trade secret at the third-party's expense.Client agees to keep the software products confidential and use its best efforts to prevent any misuse,unauthorized use or unauthorized disclosures by any party of any or all of the third party software products or accompanying documentation. e)Client shall not perfonn decompilation,disassembly,translation or other reverse engineering on the software products. �Client may make copies of the software products for archive purposes only.Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the software products may not be copied except for intemal use 3.Prlce.Client agrees to pay MLJNIS and MLJNIS agrces to accept from Client as payment in full for the third party products,the price set forth in the Investment Summary at the following manner: a)Twenty-five percent(25%)of the price of all third party products listed in the Investment Summary upon execution of this Agreement;and b)The remaining balance of the price of each item delivered to Client upon delivery of each product c)In the event of any disputed invoice,Client shall provide written notice of such disputed invoice to Attendon:MiJNIS Chief Finaacial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS wit6in fifteen(15)calendar days of Client's receipt of the invoice.An additional fifteen(15)days is allowed for the Client to provide written clarificadon and details for the disputed invoice. MiJNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will oudine the reasonable steps needed to be taken by MiJN[S and Client to resolve any issues presented in Client's nodficadon to MLJNIS. Client may withhold payment of only the amount actually in dispute until MIJNIS provides the required written response,and full payment sha11 be remitted to MLTNIS upon MLTNIS'completion of all material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MLJNIS is unable to complete all material acrion steps required to remedy the disputed manner because Client has not completed the action steps required of t6em,Client shall remit full payment of the invoice. d)Any invoice not disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within sixty(60)calendar days,MUNIS reserves the right to suspend delivery of all services under the Investment Summary,the Software License Agreement,the Professional Services Agreement, the Maintenance Agreement and this Third Party Product Agreement. 4.Costs and Taxes. a)Unless otherwise indicated in the Investment Summary,the price includes cosu for shipment of and insurance while in tra�sit for the third parry products from the supplie�'s place of manufacture to ClienYs site. b)The price listed in the Inveshnent Summary dces not include any tax or other govemmental impositions including,without limitation,sales,use or excise ta�c.All applicable sales tax,use tax or excise tax shall be paid by Client and shall be paid over to the proper suthorities by Client or reimbursed by Client to MIJNIS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt,C►ient must provide MiJNIS with Client's tax exempt number or form. 5.F.O.B.PoinL Delivery of each third party product shall be F.O.B.Client's site. 6.Schednle ot Delivery.Delivery of each third party product shall take place according to mutually agreeable schedule,but MUNiS shall not be liable for failure to meet the agreed upon schedule if,and to the extent, said failure is due to causes beyond the control and without t6e fault of MLTNIS. 7.Instsllatioo and Acceptance. a)If itemized in the Investment Summary,the price includes installation of the third party products. Upon the completion of installation,Client shall obtain from the installer a certification of completion,or similar document,which certification or similaz document shall constitute Client's acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects,fraud,such gross mistakes as amount to fraud and rights and remedies available to Client under the paragraph hereof entided Warranties. 13of14 .