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Client: Orange County <br />Attention: Pam Jones Contract # MN5019-4 <br />General Payment Terms <br />1. Client will pay to MIMS 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 <br />Maintenance Fees, and 25% of the Third Party Product Maintenance Fees; <br />2. Client will pay a second installment to MUNIS upon delivery of the software products that equals 50% of the Application Software License Fes and 75% of the System Software License Fees, and 75% of the <br />Application Software and System Software Maintenance Fees, and 75% ofthe Third Party Product Maintenance Fees; <br />3. The remaining25% balance of the MUNIS Application Software Fees shall be paid after (a) Client's verification ofthe software products as outlined in Exhibit 1 of this Agreement, (b) Client's Completion of its own <br />validation process, or (c) CIient`s live processing. In no case, shall this period exceed sixty (60) days after delivery. <br />4. Services shall be billed as delivered plus expanses and are due and payable net 30 days. <br />Section B - Software License Agreement <br />1) Software Product Llcense. <br />a) Upon Clients payment for the software products listed on the cover of this Agreement, for the license fees set forth in the Investment Sununary, MUNIS shall grant to Client and Client shall accept from MUNIS a <br />not•exclusiM nontransferable, momassignable license to use the software products and accompanying documentation and related materials for internal business purposes of Client, subject to the conditions and <br />limitations in this Software License Agreement <br />b) Ownership ofthe software products, accompanying doctuneotation and related materials, and any modifications and enhancements to such software products and any related interfaces shall remain with MUNI& <br />c) The software products are not licensed to perform functions or processing for subdivisions or entities that were not considered by MUNIS when MUNIS placed Client in the categories listed on the cover of this <br />Agreement <br />d) The right to transfer this license to a replacement hardware system is included in this Software License Agreement. The oust for new media or any repaired technical assistance to accommodate the transfer would be <br />billable charges to Client. Advance written notice of any such transfer shall be provided to MUMS. <br />e) Client agrees that the software products, any modifications and enhancements and any related interfaces are proprietary to MUMS and have been developed as a trade secret at MLt"PIIS' expense. Client agrees to keep <br />the software products confidential and use its best efforts to prevent any misetae, unauthorized use or unauborized disclosures by any party ofany or all of the software products or accompanying documentation. <br />f) 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 intereat in <br />the software products or such modifications. Client shall not perform decompilation, disassembly, translation or other reverse engineering on the software products. If Client has made modifications to the software <br />products, MUNIS will not support or correct errors in the mollified software products, tmless modifications were specifically authorized in writing by M( NIS. <br />S) 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 <br />may not be copied except for internal use. <br />h) The term of the &cense granted by this Section shall be perpetual. <br />i) MUNIS maintains an escrow agreement with an Escrow Services Company under which MUNIS places the source code of each major release. At Client's request, MUNIS will add Client as a beneficiary on its <br />escrow accounr. Client will be invoiced the annual beneficiary fee directly by the Escrow Services Company and is solely responsible for maintaining its status as a be:neficiaty] <br />2) License Fees. <br />a) Client agrees to pay MUNIS, and MUMS agrees to accept from Client as payment in full for the license herein, the total sum ofthe MUMS license fees set forth in the Investment Summary <br />b) The license fees listed in the Investment Summary do not include any tax or othergovermnental impositions including, without limitation, sales, use or excise tact. Ail applicable sales tax, use tax ore xcisc tax shall be <br />paid by Clicmt and shall be paid over to the proper authorities by Client or reimbursed by Client to MUDIIS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If <br />tax exempt, Clieot mustprovide MUNIS with Client's tax exempt number or form <br />c) In the spent of any disputed invoice, Client shal l provide written notice ofsuch disputed invoice to Attention: MUNIS Chief Financial officer at the address listed nn the cover of this Agreement. Such written notice <br />shall be provided to MUNTS within fiftecia (15) days. An additional fifteen (IS) days is allowed for the Client to provide written clarification and details for the di spitted invoice. MUNIS dull provide a written response <br />to Clieot dint shall include either a justification of the "invoice or an explanation ofan adjustment to the invoice and so action plan that well outline the reasonable steps needed to be taken by MUMS and Client to <br />resolve any issues presentees in Clients motificadon to MEWLS. Client may withhold payment of only the amount actually in dispute until MUNIS provides the required written response, and full payment shall be <br />remitted to MUNIS upon MUNIS' oompletion of aU material action steps required to remedy the disputed mariner, Notwithstanding the foregoing sentence. ifMUNIS is unable to complete all material action steps <br />required to remedy the disputed matter because Client has not completed the action steps required ofthem, Client shall react full payment of the invoice. <br />d) Any invoice not disputed as described above shall be deemed accepted by she Client If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUNIS reserves <br />the right to suspend delivery of ail services under the Investment Summary, this Software: License Agreement, the Professional Services Agm meat, the Maintenance Agreement and, if applicable, the Third Party <br />Product Agreement. <br />7 of 14. <br />0 <br />0 <br />0 <br />S <br />M <br />D <br />CD <br />0 <br />CD <br />