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Quoted to: Orange County Attention: Pam Jones <br />Contract # MN50194 <br />& Site Requirements. Client shall provide: <br />a) a suitable cnvironmenit toanioo and space for the installation and operation of the third party products; <br />b) sufficient and adequate electrical circuits for the third patty products; and <br />c) installation of all required cables. <br />9. Warranties. <br />a) MUNIS is authorized by the manufacturer or supplier ofall third party software products Listed in the Investment Summary to grant Iiceoses or sublicenses to such products. <br />b) Unless otherwise noted in Addendum A, MUNIS warrants that each third patty product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under the Third <br />Parry Product Agmccneut, Clients title or license to each third parry product shall be free and clear of all liens and encumbrances arising through MUMS. <br />c) The parties understand and agree that MUNIS is not the manufacturer of the third party products. As such, MUMS does not warrant or guarantee the condition of the third party products or the operation <br />characteristics of the third party products. MUNIS hereby grants and gives Client any warranty adjustments that MUNIS may receive from the manufacturer or supplier of the third party products. <br />d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR <br />WARRANTIES EXPRESSED, ROLIED OR STATUTORY, INCLUDING WITHOUT LA41TA7ION THE WARRANTIES OF NIERCCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND <br />SYSTEM INTEGRATION. <br />10. Maintenance. It shall be the responsibility of Client to repair and maintain the third party products after acceptance. <br />11. Limitation of LiabiGry. In no event shall MUNIS he liable for special, indirect, incidental, consequential or exemplary damages, including witbout limitation any damages resulting from loss of use, loss of data, <br />interruption of business activities or failure to realize savings arising out of or in connection with the use of the third party products. MUMS' liability for damages arising out of this Third Party Product Agreement. <br />whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the price of the third parry products set forth in the Investment Summary. The prices set fortb in the Investment <br />Summary reflect and are sec in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Third Party Product Agreement. <br />IL Dispute Resolution. In the event of a dispute between the parties under this Third Party Product Agreemcnt pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the <br />then prevailing miles of the American Arbitration Association. <br />13. Governing Law. This Third Party Product Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile. <br />14. Cancellation or Termination. In the event of cancellation or termination of this Third Party Product Agreemnv% Client will make payment to MUNIS for all products and related services and expenses delivered or <br />incurred prior to the termination or cancellation of this Third Parry Product Agreement, <br />15. Entire Agreement <br />a) This Third Party Product Agreement represents the entire agreement of Client and MUNIS with respect to the third party products and supersedes any prior agreements, understandings and representations, whether <br />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 forth in this Third Parry <br />Product Agreement. <br />b) If any term or provision of this Third Party Product Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Third Party Produce <br />Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision ofthis Third <br />Party Product Agreement shall be valid end enforced to the fullest extent permitted by law. <br />c) This Third Party Product Agreement may only be amended, modified or changed by written instrument signed by both parties. <br />16. Approval of Governing Baby. Client represents and warrants to MUMS that this Third Patty Product Agreement has been approved by its governing body and is a binding obligation upon Client <br />MUNIS: <br />Dy. <br />J96A. Maur, Jr.' `dent <br />D <br />14 of 14 <br />Chen e Cthutt <br />$y. <br />IF1Ri�GI -�k' + '7 y7 Cl�a4y <br />Date: [ <br />0 <br />0 <br />S <br />M <br />D <br />CD <br />0 <br />CD <br />