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

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Client: Orange County Attention:Pam Jones Contract# MN5019-4 contract or tort,including negligence and strict liability,shall be limited to the MUNIS license fees identified in the Investment Summary.The license fees set forth in the Investrnent Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Software License Agreement. �Dispute Resolntlon.In the event of a dispute between the pazties under this Software License Agreement pertaining to pecuniary damages or losses,the matter shall be settled by arbitration in acco�dance with the then prevailing rules of the American Arbitration Association. 8)No Intended T6ird Party BeneRcisrles.This agreement is entered into solely for the benefit of MUNIS and Client. No third pazty shall be deemed a beneficiary of this agreement,and no third party shall have the rig6t to make any daim or assert any right under this agreement 9)Governing[.aw.This Software License Agreement shall be govemed by and construed in accordance with the laws of Client's state of domicile. 10)EnNre AgreemenG a)This Software License Agreement,including Exhibit 1 and the functional description of the software products found in MiJNIS'written proposal to Client,represents the entire agreement of Client and MLJNIS with respect to the software products and supersedes any prior agreements,understandings and representations,whether written,oral,expressed,impiied,or statutory. Client hereby acFmowledges that in entering into this agreement it did not rely on any representations or wattanties other than those explicidy set ford�in this Software License Agreement and the functional description of the software producis found in MUNIS'written proposal to Client. b)If any term or provision of this Software License Agreement or the application thereof to any person or ciroumstance s(iall,to any extent,be invalid or unenforceable,the remainder of this Software License Ageement or the application of such tecm or provision to persons or circumstances other than those as to which it is heM invalid or unenforceable shall not be affected Wereby,and each term and provision of this Software License Agreement shall be valid and enforced to the fullest extent permitted by law. c)This Software License Agreement may only be amended,modified or changed by written inswment signed by both pazties. 11)CaoceRatlon or Termination.In the event of cancellation or ternunation of ttus Software License Agreement,Client will make payment to MLJNIS for all software products,services and expenses delivered or incurred prior to the tercnination or cancellation of this Software License Agreement. 12)Approval of Governing Body.Client represents and warrants to MUNIS that this Software License Ageement has been approved by its goveming body and is a binding obligation upon Client. Section C-Professional Service Agreement 1)Services Provided.MiJNIS shall provide some or all of the following services to Client a)Installation as described in the Investrnent Summary; b)Conversion of Clients existing data as set foRh in the Investment Summary; c)Training/Implementation in the quantity set forth in the Invesknent Summary; d)Consulting/Malysis in the quantity set forth in the Investment Summary;and e)Acceptance Testing as described in the Software License Agreement. 2)Professional Services Fees. a)Notwithstanding specific prices to the contrary identified in the Investment Summary,all services will be invoiced in half�ay and full-day increments as delivered plus expenses. b)Upon the completion of each service day,or group of days,MiJNIS will present a Customer Service Report. Client will sign the report indicating acceptance of the service day and its subsequent billing,or noting reasons for Client's non-acceptance of such. This acceptance is final. c)All requesu for supporting dceucnentadon shall be made within thirty(30)calendar days of invoice delivery. d)The rates for Acceptance Testing shall be the same as the Training/Impiementation rates set forth in the Investment Summary. e)The rates listed in tbe Investment Summary do not include any ta�c or other govemmentsl impositions including,without limitation,sales,use or excise tax.All applicable sales tax,use tax or excise ta�c shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MUNIS on demand in the event that MiJNIS is responsible or demand is made on M[TNIS for the payment thereof. If tax exempt,Client must pmvide MiJNIS with Client's tax exempt number or form. �Payment is due within thirty(30)calendaz days of invoice. g)In the event of any disputed invoice,Client shall provide written no6ce of such disputed invoice to Attention:MtJNIS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MiJNIS within fifteen(15)calendar days of Client's receipt of the invoice.An additional fifteen Q 5)days is allowed for the Client to provide written clarifica6on and details for the disputed invoice. MUNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjusmient ro the invoice and an action plan that will outline t6e reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in ClienPs notification to MUNIS. Client may withhold payment of only the amount actually in dispute until MiINIS provides the required written response,and full payment shall be remitted to MtJNIS upon Mi1NIS'completion of all material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MiJNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them,Client shall remit full payment of the invoice. 9of14