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

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Ciient: Orange County Attention:Pam Jones Contract# MN5019-4 General Payment Terms i.Client will pay to MUNIS an initial deposit upon execution of this Agreement that equals 25%of the Application and System Software License Fees,25%of the Application Software and System Software Maincenance Fees,and 25%of t6e Third Party Product Maintenance Fees; 2.Client will pay a second installment to MLTNIS upon delivery of t6e software products that equals 50%of the Application Software License Fees and 75%of the System Software License Fees,and 75%of the Application Software and System Software Maintenance Fees,and 75%of the Third Party Product Maintenance Fees; 3.The remaining 25%balance of the MUNIS Application Software Fces shall be paid after (a)Client's verification of the software products as ouHined in Exhibit 1 of this Agreement,(b)ClienPs completion of its own validadon process,or(c)Client's live processing. In no case,shall this period excced si�cty(60)days after delivery. 4. Services shall be billed as delivered plus expenses and are due and payable net 30 days. Section B-Software License Agreement 1)Sofhvare Product License. a)Upon ClienPs payment for the software products listed on the cover of this Agreement,for the license fees set forth in the Investment Summary,MUNIS shall grant to Client and Client shall accept from MUNIS a non-exclusive,nont�ansferable,noaassignable license to use the software producu and accompanying documentation and related materials for intemal business purposes of Client,subject to the conditions and limitations in this Software Lice�se Agreement b)Ownership of the software products,accompanying documentation and related materials,and any modifications arid enhancemeots to such software products and any related interfaces shall remain with MLTNIS. c)The software products are not licensed to perform functions or processing for subdivisions or entipes that were not considered by MUNIS when MiJNIS placed Ciient in the categories listed on the cover of this Agreement. d)The rig6t to tra�sfer this license to a replacement hardware system is included in this Software License Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to Client.Advance written notice of any such transfer shall be provided to M[JNIS. e)Client agrees that the software producu,any modifications and enhancements and any related interfaces are proprietary to MiJNIS and have been developed as a trade seaet at MiJNIS'expense.Client agrees to keep the software products confidential and use iu best effocts to prevent any misuse,unauthorized use or unauthorized disclosures by any party of ac�y or all of the software products or accompaaying documentation. �The software products may be modified,but such modification shall be only for the use on Client's system and shall not cause Client or anyone performing such modification to gain any proprietary or other interest in the soflware products or such modifications.Client shall not perfortn decompilation,disassembly,translation or other reverse engineering on the software products.If Client has made modificaHons to the software products,MLJNIS will not suppoR or correct errors in the modified software products,unless modifications were specifically suthorized in writing by MUNIS. g)Client may make copies of the software products for archive purposes oaly.Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the software producu may not be copied except for intemal use. h)The term of the license granted by this Section shall be perpetual. i)MLJNIS maintains an escrow agreement with an Escrow Services Company under which MiJNIS places the source code of each major release. At Client's request,MiJNIS will add Client as a beneficiary on its escrow account. Ciient will be invoiced the annual beneficiary fee direcdy by the Escrow Services Company and is solely responsible for maintaining its status as a beneficiary.J 2)License Fees. a)Client agrees to pay MITNIS,and MUNIS agrees to accept from Client as payment in full for the license herein,the total sum of the MUNIS license fees set forth in the Investrnent Summary b)The license fees listed in the Investment Summary do not include any t�or other governmental impositions including,without limitation,sales,use or excise ta�c.All applicable sales tax,use ta�c or excise tax shall be paid by Client and shall be paid over to the proper authori4es by Client or reimbursed by Client to MiJNIS on demand in the event that MUNIS is responsible or demand is made on MiJNIS for the payment thereof. 1f tax exempt,Client must provide MLTNIS with ClienPs tax exempt number or form. c)In the event of any disputed invoice,Client shall provide written notice of such disputed invoice ro Attention:MUNIS Chief Financial Officer at the address listed on the cover of this Agreement Such written notice shall be provided to MiINIS within fifteen(15)days.An additional fifteen(I S)days is allowed for the Client to provide written clarification a�d details for the disputed invoice.MLJNIS shall provide a written response ro Client that shall include eit6er a justification of the invoice or an explanation of an adjustment to the invoice and so acdon plan that will outline the reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in Client's notification to MUNIS. Client may wittilwld payment of only the amount actually in dispute until MUNIS provides the required written response,and full payment shall be remitted to MiJNIS upon MLJNIS'completion of all material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MUNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the acdon steps required of them,Client shall remit full payment of the invoice. d)My 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 s�ty(60)calendar days,MiJNIS reserves the right to suspend delivery of all services under the Investrnent Summary,this Software License Agreement,the Professional Services Agreement,the Maintenance Agroement and,if applicable,the Third Party Product Agreement. 7of14.