2018-209-E Human Resources - Tyler Technologies docorigin

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Client; Orange County Attention: Palm .cones 0 0 s= S M Contract # MNS019.4 �. s CD CD 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 Investment Summary reflect and are set in reliance upon this allocation ofrisk and the exclusion of such damages as set forth in this Software License Agreement T) Dispute Resolution. In the event of a dispute between the parties under this Software License Agreement pertaining to pecuniary damages or losses, the matter sbalI be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 8) No intended Third Party Beneficiaries. This agreement is entered into solely for the benefit of MUMS and Client. No thud party shall be deemed a bmcfciary of this agreement, and no third patty shall have the right to make any claim or assert any right under this agreement. 9) Governing Law. This Software License Agreement shall be governed by and construed in accordance with the laws of Cgmes state of domicile. 10) Entire AgrmmenL a) This Software License Agreement, including Exhibit I and die functional description of the software products found in MUMS' written proposal to Client, represents the entire agreement of Client and MUNIS with respect to the software products and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly set fonb in this Software Licensc Agreement and the functional description of the software products 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 circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Software License Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or uncaforceablc shall not be affected thereby, and each term and provision of this Software License Agreement shall be valid and enforced to the fullest extent pertained by law. c) This Software License Agreement may only be amended, modified or changed by written instrument signed by both parties. 11) Cancelladon or Termination. In the event ofcancellation or termination ofthis Software License Agreement, CIient will make payment to MLMS for all software products, services and expenses delivered or incurred prior to the termination or cancellation of this Software License Agreement. Xi) Approval of Governing Body. Client represents and warrants to MUNIS that this Software License Agreement has been approved by its governing body and is a binding obligation upon Client. Section C - Professional Service Agreement 1) Services Provided_ MIMS shall provide some or all of the following services to Client: a) Installation as described in the Investment Summary; b) Conversion of Clients existing data as set forth in the Investment Summary; c) Training/Implementation in the quantity set forth in the Investment Summary.- d) ConsultinWAnalysis 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, alt services will be invoiced in half -day and full-day increments as delivered pits expenses. b) Upon the completion of each service day, or gaup of days, MUNIS 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 uon- acceptance of such. This acceptance is final. c) All requests for supporting documentation shall be made within thirty {3I1) calendar days of invoice delivery. d) The rates for Acceptance Testing shall be the same as the Training(Implcmentation rates set forth in the Investment Summary. e) The rates listed in the Investment Summary do not include any tax or other governmental impositions including, without limitation, sales, use or excise tax. All applicable sales tax, use tax or excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimhursed by Client to MUMS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt, Client must provide MUNIS with Client's tax exempt number or form. f) Payment is due within thirty (3 0) calendar days of invoice. g) In die event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention: MUMS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS within fifteen (15) calendar days of Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client ro provide written clarification and details for the disputed invoice. MUNIS shall provide a written response to Client that shall include either a justiftcatiou of the invoice or an explanation of'att adjustment to the invoice and an action plan that will omtline the reasonable steps needed to be taken by MUNI5 and Client to resolve any issues presented in Client's notification to MUNTS. Client may withhold paymefit of only the amount actually in dispute until MUNI$ provides the required written response, and full payment shall be remitted to MUNIS upon MUNIS' completion of all material action steps required to remedy the disputed manner. Notwithstanding the foregoing sentence, if MUMS 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- 9 of 14