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 8.8ite Requirements. Client shall provide: a)a suitable environment,location and space for the installation and operadon of the third party products; b)sufficient and adequate electrical circuits for the third party products;and c)installation of all required cables. 9.Wrrrandes. a)MUNIS is suthorized by the manufacturer or supplier of all third party software products listed in the Investment Summary to grant licenses or subiicenses to such products. b)Unless otherwise noted in Addendum A,MiJNIS warrants that each third party product shall be new and unused,and if Client fully and faithfully perfortns each and every obligation required of it under the Third Party Product Agreement,C1ienYs title or license to each third party product shall be free and clear of all liens acid encumbrances arising through MUNIS. c)The parties understand and agree that MLTNIS is not the manufacturer of the third party products. As such, MUNIS dces not warrant or guarantee t6e condition of the third party products or the operation characteristics of the third party producu. MiJNIS hereby grants and gives Client any warranty adjushnents that MLTNIS may receive from the manufacturer or supplier of the third party products. d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSNE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE AND SYSTEM RV1'EGRATION. 10.Maintenance. It shall be the responsibility of Client to repair and maintain the third party products after acceptance. 11.I.imitatlon of Liabllity.In no event shali MUNIS be liable for special,indirect,incidental,consequential or exemplary damages,including without limitation any damages resulting from loss of use,loss of data, intertup6on of business activities or failure to realize savings arising out of or in connection with the use of the third party products. MiJNIS'liability for damages arising out of this Third Party Product Agreement, whether based on a theory of contract or tort,including negligence and strict liability,shall be limited to the price of the third party products set forth in the Investment Summary.The prices set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of suc6 damages as set forth in this Third Party Product Agreement. 12.Dtspate Resolution.In the event of a dispute between the parties under this Third Party Product Agreement pertaining to pecuniary damages or losses,the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 13.Goveming I,aw.This Third Party Product Agreement shall be governed by and consWed in accordance with the laws of Client's state of domicile. 14.CaacellaHon or Termina8on.In the event of cancelladon or termination of this Third Party Product Agreement,Client will make payment to MUNIS for all products and related services and expenses delivered or incurred prior to the termination or cancellation of this Third Party Product Agreement. 15.EnNre Agreement. a)This Third Party Product Agreement represents the entire agreement of Client and MiJNIS with respect to the third party products and supersedes any prior agreements,understandings and representations,whether written,oral,expressed,implied,or statutory. Client hereby acimowledges that in entering inro this agreement it did not rely on any representations or warranties other than those explicitly set forth in this Third Party Product Agreement. b)If any term or provision of this Third Party Product Agreement or the applicaaon thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Third Party Product Agreement or the application of such term or provision to persons or circumstances other than those as to which it is heid invalid or unenforceable shall not be affected thereby,and each term and provision of this T6ird Party Product Agreement shall be valid and enforced to the fullest extent permitted by law. c)This Third Party Product Agreement may only be amended,modified or changed by written instrument signed by both parties. 16.Approval of Governing Body.Client represents and warrants to MIJNIS that this Third Party Product Agreement has been approved by its goveming body and is a binding obligation upon Client. MUNIS: Clien • a ge Coun�'�/v' By: By J �.Marr,Jr.• s'dent /Yia�-�ar�t Fau,;;� D . � �•1S� Date: j �-7� /;-�Z.lt�.t V __�sc_ 14 of 14