HomeMy WebLinkAbout2003-138 -meq G 2�
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ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT 013 t It
FOR MUNIS ® SOFTWARE V l .�
Invoice to : Contact :
9626 Indian River County Edwin M Fry, Jr
Attn: Edwin M . Fry, Jr.
Address : 1840 25 '' Street Telephone :
Vero Beach, FL 32960-3365 772 . 567 . 8000 _
This Support and License Agreement (herein "Agreement") is entered into between Indian River County
(Licensee) with its principal place of business at 1840 25`x' Street, Vero Beach, FL
and MUNIS Inc . , (Licensor) with its principal place of business at 370 US Route One, Falmouth, Maine, 04105 on this
18th day of April 2003
The headings used in the Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
The Licensee agrees to purchase and MUNIS agrees to provide services for the products listed below in accordance with the
following terms and conditions .
I. Term of Agreement
This Agreement is effective as of *As listed and shall remain in force until 06/23 /04 (one year term) .
Upon termination of this Agreement the Licensee may renew the Agreement for subsequent one -year periods at the then
current fee structure as established by the Licensor.
*As listed on invoice
II. Scope of the Agreement
Both parties acknowledge that this A reement covers both Support and Licensing for tMX
roducts listed below, used by the
Licensee for the operations o £ City/Town/Village F7 School County Other
(This Agreement is limited to only those entities marked.)
III. Payment
1 . Licensee agrees to pay MUNIS $ 71 , 984 . 00 for licensing and support services , as described below.
This payment is due and payable upon execution of the Agreement.
2 . Additional charges . Any services performed by MUNIS for the Licensee, which are not covered by the Agreement,
will be charged at the then applicable time rate . All materials supplied in connection with such non-covered
maintenance or support will be charged to the Licensee . Any additional charges will be added to the next invoice
submitted to the Licensee and shall be due on the same date as the other charges included in that invoice .
IV. Covered Products
This Agreement is limited to the following listed products which are registered for Licensee ' s Dell 6650
system.
Application : Application :
Accounting Reporting F Interface to BMI Asset Tracking F
Budget Reporting F Accounts Receivable G
Accounts Payable F General Billing G
Purchase Orders G U/B Meter Reader Interface E
Requisitions G Utility Billing E
Project Accounting G
Crystal Reports F
MUNIS Office F
Payroll C
Personnel C
Applicant Tracking C
Bids & Quotes G
Contract Management G
Inventory G
Fixed Assets G
Kenneth R . Macht , Chairman Richard E . Peterson, Jr. , Co to V. P .
Date Jury 249 2003 Date
BCC Appi^ oved April 18 , 2003
Current Billable Service Rates
(Subject to Change on 30 days notice)
Consulting/System Analysis $ 1 , 100 per day, plus travel expenses
On-site Training/Implementation $ 950 per day, plus travel expenses
Support/Programming Rate $ 1 , 000 per day, plus travel expenses if applicable
Modem Fee $ 15 per hour, this fee is in addition to the labor fee above
Mileage Rate IRS standard allowance
Licensee ' s acceptance signature is optional . Payment of this contract by Licensee signifies acceptance of the terms and conditions
outlined herein. MUNIS will not accept any changes to this contract.
Revised 6/30/2002
i"
V• Terms and Conditions for Licensing:
1 . Grant of License: Licensee is hereby granted the non-exclusive and non-transferable license and right to use the MUNIS
Licensed
Programs listed in Section IV., and related materials. This License will also cover any additional revisions that Licensor may
release
during the term of this Agreement. The Licensor agrees to extend and the Licensee agrees to accept a license subject to the terms
and
conditions contained herein for the MUNIS software products identified in Section IV.
2 . Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed in this
Agreement. This
license is registered for the Licensee's computer system identified in Section IV. As long as a current License and Support Agreement
is in place, this License may be transferred to any other hardware system used for the benefit of Licensee. Licensee agrees to
notify
Licensor prior to transferring the licensed products to any other system. The right to transfer this license is included in the
cost of this
Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to
the
Licensee.
3 . Confidentiality: The Licensee agrees that the Products are proprietary to the Licensor and have been developed as a trade secret at
the
Licensor's expense. The Licensee agrees to keep the software products confidential and use its best efforts to prevent
any misuse,
unauthorized use or unauthorized disclosures by any party of any or all of the Products or accompanying documentation.
4 . Modification : The Products may be modified but such modification shall be only for the use on the Licensee's system for which
the
Products are licensed and shall not cause the Licensee or anyone performing such modification to gain any proprietary or other interest
in the Products.
5 . Copies: The Licensee may make copies of the licensed Products for archive purposes only. The Licensee will repeat any proprietary
I,otice On the copy of the Froduct. The documentation accompanying the product may not be copied except for internal use.
6 . Warranty : For as long as a current software support agreement is in place, the Licensor will warrant that all MUMS®
software
programs will operate as described in the brochures and user manuals of MUNIS . If a program fails to operate in the manner described
within these documents, the Licensor will correct the problem at no charge to the Licensee. If Licensee has made modifications to
the
software programs, Licensor will no longer warrant the performance of those programs which contain modifications,
unless
specifically authorized in writing by the Licensor.
vie Terms and Conditions for Support:
1 . Scope of Services: MUNIS M11 provide the following services for the benefit of the Licensee.
a.) MUNIS shall provide software-related telephone support to the Licensee. Phone calls will be accepted by support personnel
during MUNIS 's normal working hours (8 : 00 A.M. to 6 : 00 P.M., Eastern Standard Time, Monday through Friday) for the term of
this Agreement, limited to a reasonable number of calls of reasonable duration. Assistance and support requests which require
special assistance from MUNIS 's development group will be taken and directed by support personnel. In the event that support
representatives are unavailable to receive calls, messages will be taken and calls will be returned within one working day.
b.) MUNIS will continue to maintain a master set of the current computer programs on appropriate media, as well as
hardcopy
printout of source code programs and documentation.
c . ) MUNIS will maintain staff that is appropriately trained to be familiar with Licensee's software programs that are listed in Section
IV in order to render assistance, should it be required.
d.) MUNIS will provide Licensee with all program enhancements, modifications or updates that MUNIS may make to the
then
Current Release of the program applications covered in this Agreement.
e.) MUNIS will make available to the Licensee new release(s) of the Software listed on the reverse side which the Licensee
may
obtain by paying the then existing media, documentation, shipping and handling fees . In the case of system software
new
Release(s), the Licensee will also be required to pay whatever fees the manufacturer charges to MUNIS for the new Release.
Licensee understands that and agrees that six (6) months after shipment by MUNIS of new Releases, MUNIS shall cease
to
support the earlier Release and for the balance of the tc1M, ?.ITU IS shall support the new Reicase.
f.) MUNIS will make available appropriately trained personnel to provide Licensee additional training, program changes, analysis,
consultation, recovery of data, conversion, non-coverage maintenance service, etc. , billable at the current per diem rate.
2. Limitations and Exclusions: The support and services of this Agreement do not include the following:
a.) Support service does not include the installation of the Licensed Software, onsite support, application design, and other consulting
services, or any support requested outside of normal business hours.
b .) The Licensee shall be responsible for implementing at its expense, all changes to the Current Release. Licensee understands that
changes furnished by MUNIS for the Current Software Release are for implementation in the Current Software Release as it
exists without customization or Licensee alteration.
3 . Licensee Responsibilities:
a.) The Licensee shall provide, at no charge to MUNIS, full and free access to the programs covered hereunder: working
space;
adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or
other
equipment necessary to provide the specified support and maintenance service.
b.) The Licensee shall install and maintain for the duration of this Agreement, a modem and associated dial-up telephone line
or
other connection method acceptable to MUNIS. The Licensee shall pay for installation, maintenance and use of such equipment
and associated telephone line use charges. MUNIS at its option, shall use this modem and telephone line in connection with error
correction. Such access by MUNIS shall be subject to prior approval by the Licensee in each instance.
4 . Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party.
5 . Excused Non-Performance: MUNIS shall not be responsible for delays in servicing the products covered by this Agreement caused
by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond its control .
6 . Limitation of Liability : The liability of MUNIS is hereby limited to a claim for a money judgement not exceeding the total
amount
paid by the Licensee for services under this Agreement. THE LICENSEE SHALL NOT IN ANY EVENT BE ENTITL
MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CED al AND
a CONSEQUENTIAL DAMAGES OF ANY
NATURE OF THE LICENSEE'S CLAIM.
NATURE. EVEN MUMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; IRRESPECTIVE OF THE
L
VIL General
1 • Governing Law : This agreement shall be governed by, and construed in accordance with, the laws of the State of
Maine. The
invalidity or unenforceability of any provisions of this agreement shall not affect the validity or enforceability of any other provision .
2 . Modification of this Contract: No modifications or amendment of this Agreement shall be effective unless set forth in writing
and
signed by both the Licensee and MUMS.
3 . Suspension: Support and services will be suspended whenever Licensee's account is thirty days overdue. Support and services will be
reinstated when Licensee's account is made current.
4. Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN THE LICENSEE AND MUMS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN,
AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT
SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT. AND MAINTENANCE
5 . Trademarks : MUNIS and the MUNIS Logo are registered trademarks of MUNIS, Inc .
Revised 6/30/2002