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HomeMy WebLinkAbout2009 09 28 Consent 203 Renewal of Munis Annual Maintenance And Support AgreementCOMMISSION AGENDA ITEM 203 September 28.2009 Regular Meeting Public Hearing Regular Consent X Information Mgr.' / ept. Authorization REQUEST: Information Services requests Commission approve renewal of the Munis annual maintenance and support agreement in the amount of $55,247 and to authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. PURPOSE: To obtain authorization to pay $55,247.00 to renew the annual MUNIS maintenance and support agreement and to authorize the City Manager and City attorney to prepare and execute any and all applicable documents. CONSIDERATIONS: MUNIS is the City's enterprise financial software package. MUNIS software was acquired via an RFP process in 2000/2001. Tyler Technologies is the sole source vendor for MUNIS technical support and maintenance which provides database support and maintenance as well as upgrades as they are made available. The MUNIS maintenance and support agreement is renewable annually and is up for renewal for the period of 10-O1-09 through 09-30-10. It covers all MUNIS software application modules. MUNIS software modules support $41,861.00 GUI support $ 2,400.00 OSDBA support $10,986.00 I:\Admin_DocsWgenda Items\FY 2009\092809_COMM_Consent 203_Munis Annual_Support.doc CITY OF WINTER SPRINGS CITY COMMISSION REGULAR MEETING -SEPTEMBER 28, 2009 CONSENT AGENDA ITEM 203 PAGE 2 OF 2 FUNDING: No additional funding necessary. Funds in the amount of $55,247.00 are included in FY 2010 budget linecode 1340-54633. RECOMMENDATIONS: Information Services recommends Commission approve renewal of the Munis annual maintenance and support agreement in the amount of $55, 247 and to authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. ATTACHMENTS: ATTACHMENT 1-Annual Support Agreement and License Agreement for Munis Software (2 pages) ATTACHMENT 2 -Annual Agreement for OSDBA (2 pages) ATTACHMENT 3 - MLINIS sole source letter ATTACHMENT 4 -Invoices (3 Pages) COMMISSION ACTION: I:\Admin_Docs\Agenda Items\FY 2009\092809_COMM_Consent_203_Munis_Annual_Support.doc ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT FOR MUNIS® SOFTWARE Invoice to: 3078 City of Winter S 1126 East State Rd., 434 Address: Winter Springs, FL 32708 Telephone: 407.327.1800 This Support and License Agreement (herein "Agreement") is entered into between City of Winter Springs (Licensee) with its principal place of business at 1126 East State Rd., 434, Winter Springs, FL and Tyler Technologies, Inc., MUNIS Division, (Licensor) with its principal place of business at 370 US Route One, Falmouth, Maine, 04105 on this 1st day of October 2009 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 10/01/09 and shall remain in force until 09/30/10 (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. II. Scope of the Agreement Both parties acknowledge that this A reement covers both Support and Licensing for the roducts listed below, used by the Licensee for the operations of: ~ City/Town/Village ~ School ~ County a Other (This Agreement is limited to only those entities marked.) III. Payment 1. Licensee agrees to pay MUNIS $ 41,861.00 ,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 system. Application: Accounting/GL/BG/AP Account Receivable Applicant Tracking Fixed Assets HR Management MUNIS Crystal Reports MUNIS Office Payroll Project & Grant Accounting Purchase Orders Requisitions Tyler Forms -Postal Xpress Tyler Forms Processing UB Interface Licensee Date Contact: Joanne Dalka D Tyler T o ogies, Inc., S`771C~sypn a ~__,-____]] Richard 1;. Peterson, Jr., Preside Date August 7, 2009 * Current Billable Service Rates are available on request. Rates are subject to change and a contract for services or a Purchase Order is required to hold a quoted rate. Application: D Utility Billing D B D B D D B D D D D D D Windows 2003 EE ~ 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 8/1/2007 V. Terms and Conditions for Licensing: 1. Grant of License: Upon execution of this Agreement, Licensee is hereby granted the non-exclusive and non-transferable license and right to use the current version of the MUNIS-Libensedp+rogfar~s li~tL'd in Section IV., and related materials. This License will also cover any additional revisions that Licensor rri~ release during xfiq f~}i-rrt of this Agreement. The Licensor agrees to extend and the Licensee agrees to accept a license subject to the terms an~ `con~ihiirtS contained herein for the current version of 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 transfernng 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 notice on the copy of the Product. 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. VI. Terms and Conditions for Support: Scope of Services: MUNIS will provide the following services for the benefit of the Licensee. a.) MUNIS shall provide software-related telephone support to the Licensee. Support personnel will accept phone calls 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 MUMS's development group, will be taken and directed by support personnel. In the event that support VII. 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.) 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 term, MUNIS shall support the new Release. f.) MUNIS will make available appropriately trained personnel to provide Licensee additional haimng, program changes, analysis, consultation, recovery of data, conversion, non-coverage maintenance service, etc., billable at the current per diem rate. All expenses will be billed in accordance with the then current Tyler Travel Policy. Limitations and Exclusions: The support and services of this Agreement do not include the following: a.) 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 famished by MUNIS for the Current Software Release are for implementation in the Current Software Release, as it exists without customization or Licensee alteration. Licensee Responsibilities: a.) The Licensee shall provide, at no charge to MUMS, 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. MUMS 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. Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party. 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. 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 ENTITLED TO, AND MUNIS SHALI,:NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OF THE LICENSEE'S CLAIM. General 1. Governing Law: This agreement shall be governed by, and construed in accordance with the laws of Client's state of domicile. 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 MUNIS. 3. Suspenspon: 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 MUNIS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE SERVICE OF THE PRODUC'IrS COVERED BY THIS AGREEMENT. 5. Trademarks: MUNIS and the MUNIS Logo:`are registered trademarks of Tyler Technologies, Inc. Revised 8/1/2007 ~' Remittance: Tyler Technologies, Inc Invoice Bill To: CITY OF WINTER SPRINGS ATTN: ACCOUNTS PAYABLE 1126 EAST STATE ROAD 434 WINTER SPRINGS, FL 32708 P.O. Box 678168 Invoice No Date Page Dallas, TX 75267-8168 15858 08/12/2009 1 of Z Questions: Phone: 207-781-2260 Toll-free: 1-800-772-2260 Email: munis.accounting@tylertech.com Fax : 207-781-2459 (Accounting Dept) Ship To: CITY OF WINTER SPRINGS ATTN: ACCOUNTS PAYABLE 1126 EAST STATE ROAD 434 WINTER SPRINGS, FL 32708 Customer No. Ord No PO Number Currency Terms Due Date 3078 6418 USD DUE 08/12/2009 Date Description Units Rate Extended Price :ontract No.: W N R IN , FL SUPPORT & UPDATE LICENSING -PROJECT ACCOUNTING 1 2,084.00 2,084.00/ Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING -HUMAN RESOURCES MANAGEMENT Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING -ACCOUNTS RECEIVABLE Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT i~ UPDATE LICENSING -REQUISITIONS Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 TYLER POSTAL XPRESS SUPPORT Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING -PAYROLL Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT 8 UPDATE LICENSING -UTILITY BILLING INTERFACE Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 GUI SUPPORT Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING -PURCHASE ORDERS Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 TYLER FORM PROCESSING SUPPORT Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 1 1,604.00 1,604.00 ~ 1 2,292.00 2,292.00 1 2,084.00 2,084.00 '/ 1 1,615.00 1,615.00 j 1 2,417.00 2,417.00 ~/ 1 1,719.00 1,719.00 40 60.00 2,400.00 1 2,500.00 2,500.00 1 2,315.00 2,315.00 Remittance: Tyler Technologies, Inc Invoice P.O. Box 678168 Dallas, TX 75267-8168 Invoice No Date Page 15858 08/12/2009 2 of 2 ,~~. W Questions: ... _ ,. . .~ Phone: 207-781-2260 Toll-free: 1-800-772-2260 Email: munis.accounting@tylertech.com Fax : 207-781-2459 (Accounting Dept) Bitl To: CITY OF WINTER SPRINGS Ship To: CITY OF WINTER SPRINGS ATTN: ACCOUNTS PAYABLE ATTN: ACCOUNTS PAYABLE 1126 EAST STATE ROAD 434 1126 EAST STATE ROAD 434 WINTER SPRINGS, FL 32708 WINTER SPRINGS, FL 32708 Customer No. Ord No PO Number Currency Terms Due Date 3078 6418 USD DUE 08/12/2009 Date Description Units Rate Extended Price SUPPORT 13< UPDATE LICENSING -UTILITY BILLING 1 4,793.00 4,793.00 Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING -FIXED ASSETS 1 2,500.00 2,500.00 Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT ~ UPDATE LICENSING - ACCTG/GUBUDGET/AP 1 10,887.00 10,887.00 ,% Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING -APPLICATION TRACKING 1 573.00 573.00 Maintenance: Start: 01/OcU2009, End: 30ISep/2010 SUPPORT 8 UPDATE LICENSING -CRYSTAL REPORTS 1 2,707.00 2,707.00 % Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 SUPPORT & UPDATE LICENSING - MUNIS OFFICE 1 1,771.00 1,771.00 -~ Maintenance: Start: 01/OcU2009, End: 30/Sep/2010 Subtotal 44,261.00 Sales Tax 0.00 Invoice Total 44,261.00 Remittance: Tyler Technologies, Inc ~ 1'1 V 0 ~ C~ P.O, i3ox 678168 Dallas, TX 75267-8168 tnvoict3 No Date Page 16058 08/2012009 1 of 1 }, Y ,.. ~ ~ ~ x ~ ,~°~.~ F ~ ` ~ Questions: Phone: 207-781-2260 Tof I-free: 1-800-7 72-2260 Email: munis.accounting(F~tylertech.com Fax : 207-781-2459 (Accounting Dept) Bill To: CITY OF WINTER SPRINGS Ship To: CITY OF WINTER SPRINGS ATTN: ACCOUNTS PAYABLE ATTN: ACCOUNTS PAYABLE 1128 EAST STATE ROAD 434 1128 EAST STATE ROAD 434 WINTER SPRINGS, FL 32708 WINTER SPRINGS, Fl 32708 Customer No. Ord No PO Number Currency Terms Due Date 3078 6669 USD DUE 08!2012009 Date Descr{ptan OPERATING SYSTEM DATABASE ADMINISTRATIVE SUPPORT Nf2dnlenarxx~: Start: Ot/OcU2008, End: 30lSepl2010 life Rate 1 10,9H8.00 xte~nded Price 10.968.00 ~~'\/ ~~~i CITY OF W1N'rER SPHkM1{G:~ F;r~anc~ °~P1n7~ir8~! Subtotal 10,986.00 Sales Tax 0.00 {nvoice Total 10,986.00 a • Annual Agreement For DRAFT Operating System 8 Database Administration Support Irrvoka lo: City of Winter Sprtngs Confad: Joanne Dagm Address: 1128 East State Rd. 434 Winter Spdncs,FL 32708 Telephona• (407) 327-1800 This Agreement (herein 'AgreemenC) Is entered Into belvaeen CIN of Winter Sodnos (CUSTOMER) with ifs pdndpal place of twslness at 1128 East State Rd. 434 Winter Sorinos. FL 32708 and Tyler Tedndogles, Inc., MUNIS DMelon (MUNIS) with Its pdncipal place of business at 370 US Route One Falmouth, Maine, 04105 on this ],j day of September. 2009. The headings used in the Agreement are for reference purposes only and shall not be deemed a part of Ws Agreement. CUSTOMER agrees to purchase and MUNIS agrees b provide the services listed bebw In acewdance with the foNOwing temrs and conditlons. 1. Tsrm of Apnsmant: TNS Agreement fs efledfve as of ]Q/Q]Q,Q~ and shah remain In force untll 08I31K2010 (one year term). Upon tertninatbn of lids Agreement CUSTOMER may renew the Agreement for subsequent one year periods at the then cunent fee stnx;ture as established by MUNIS. 11. Scope of the Agreement: , Both parties adrnowAedge that tNs Agreement covers the services described below, fw the operetlons of: X City/l'own School County Other (This Agreement is Nmlted to or>ly tlwse entitles marked.) III. Payment: 1. CUSTOMER agrees b pay MUNIS ,4]Q,Q,Q§,QQ, for the services as described below. This payment is due and payable upon execution of the Agreement 2. Additlonal Charges. Any maintenance pertonned by MUNIS fw CUSTOMER who is not covered by the Agreement will be charged at the then applicable tkne rate. All materials supplied In oonnedbn with such noncovered maintenance or support will ba drarged to CUSTOMER. Any additonal charges wiN be added to the next Invoice submitted to CUSTOMER and shall ba due on the same dale as the other dwrges irxiuded in that invdce. IV. Coverod System: Spedfied Hardware System: Dell PowerEdge 1950 Windows 2003 EE Database Products: SOL Server 2005 Std 40 Users V. Tsnns and Conditions for Support: 1. Scope o/ Servlcse: MUNIS wlli provide the folbwtng servkas Iw the benefit of CUSTOMER. a. OS/DBA Service Is available during MUNIS's normal working hours (6:00 A.M. l0 8:00 P.M., Eastern Standard Time, Monday itxough Friday) fw the tens of Ws Agreement. b. OS/DBA related trouble calls can be placed by dialing 1-800.772-2280 and choosing optlon 3, then choosing option 5.. At particular times, your call may be forwarded to the OS/DBA mailbox at extension 5545. In either case, your call will be recorded and answered on a first in first out basis, except on reports that dedare your system is down, whkh are moved to the head of the queue. c. The Windows System Administration services are resldcted to the Application Server that MUNIS Is Installed on. In cases where a stand by server is employed, the stand by server is included as long as the stand by server is only used in the event of Me primary appllcatbn server falling. Spedflcally, the standard OS/DBA contract for Windows System Adm{nistratlon support is Intended to be fw a single Windows Server; the MUNIS Application Server. d. Database: The intended coverage for a standard OS/DBA contract Is fw a single MUNIS Application Server running any number of MUNIS Applicator modules utilizing 1 live and 1 Veining database. Therefore, the Database Administration seMces are reslrbted to 2 MUNIS Databases, defined as one live database and one Veining database. (1) In rases where multiple live databases exlat, as is the case when more than one business entity shares the MUNIS Application Server, each additional separate business entity is required to contract fw the Database Adminlstration SeMras portion of the OSIDBA Servkaa contract separately at a rate of 50 / of the quoted OS/DBA contract price. In this event, one of the business entitles shadng the MUNIS Applkatbn Server Is required to purchase the OS/DBA contrail at full price. (2) In rases where multiple databases exist, and all databases belong to a single business entry, only one live and one trainlrq database will be covered. Each additional database pair of one Ilve and one Valntng, or one Iiva and no trefning, must be contracted fw separately al the rate o1 50% of the quoted OS/DBA Contract price. e. MUNIS Application Soflvrare: MUNIS GUI: The standard OS/DBA service Indudes coverage for one or two complete sets of MUNIS GUI applicatlon programs and forms, de0ned as one live set and one training set. f. MUNIS Required FouMation Software (1) The standard OS/DBA contrail Indudes a single installation of all MUNIS required foundation software. Revised 7/20/2005 DRAFT (2) MUNIS required foundation software Is daflned as any software required to run MUNIS. This IrrCludee Database Engine software, Informix 4GL Runtime software, Infortnlx Dynamk 4GL software and 4J's Universal Compiler Runtime software. (3) In no case does the OSIDBA contract supply support for any Miuosoft Product Inducting the PC operating system. g. In cases where multiple installatlons of foundation software exist for any purpose other than as required for a stand by or back up server configuration, such as a development Installaton, only the InstaltaUon required to run MUNIS Is covered under [he standard OS/DBA contract. h. The scope of the service provided by a standard OS/DBA contract Is resVided !o Ure Installation and configuration of MUNIS Application software and MUNIS required foundation software as originally Installed on the MUNIS Appllcatbn Server. I. Further seMces in the category of Windows System AdminlslralWn are Iknited to administrative tasks on the Installed Operatlng system. J. Further services In the category of Data Basa Administretbn era limited to administretiw tasks on the Installed Database Engine softvrdre. 2. Llmltatlons snd Exclusions: a. This Agreement does iralude the InsUllatlon and conflguraton of a new or upgraded server once every two years. b. This Agreement does not include the installation and conflguraton of a new Informix Engine. c. TNS Agreement does not provide support for software not required to run MUNIS. e. TNs Agreement does rat provide support for software required but not recommended (I. e. terminal emulation software Thal has rat been recommended by MUNIS). 3. CUSTOMER Responsibilltlea: a. CUSTOMER shah provide, at no charge to MUNIS, full and free access to the programs covered hereunder; working space; adequate (adlitles wlttYn a reasonable distance from the equlpmenF and use of maWnes, attadvnents, features, u other equipment necessary b provide the spedfled support and maintenance service. b. CUSTOMER shall Install and maintain fu the duretlon of U1s Agreement, a modem and associated dial-up telephone line u other mrxredlon method acceptabb to MUNIS. CUSTOMER shall pay for installation, maintenance and use of such equipment and assodated telephone Ilne use charges. MUNIS at Its optlon, shell use Ihis modem and telephone line In mnnedlon vAtlr ertor oorredlon. Such access by MUNIS shell be subject to pdor approval by CUSTOMER in each instance. 4. Non-Assipnebllity-. CUSTOMER shall not have the right W assign or transfer its rights hereunder to any party. 5. Excused Non?Mormsrxa: MUNIS shah not be responsible far delays In servidng the products covered by this Agreen»nl caused by stokes, bckouls, riots, epidemic, war, government regJatbns, fire, power faNure, acts of God, or other causes beyond Its cantrd. 8. Limitation of LIablUty. The liability of MUNIS is hereby limited b a claim for a money judgement not exceeding the total amount paid by CUSTOMER for services under this Agreement CUS70MER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE. EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OF CUSTOMER'S CLAIM. VI. General 1. Gowming Law: TMs agreement shall ba governed by, and oonssued in accordance witlr, tl>e laws of the dlent's stale of domidle. The hvaNdity u uneriorceablllry of any provisbns of this agreement shall rat aged the validity u enforceablNty of any other provision. 2. ModMlution of this Contract: No modlflcatlons or amendment of UNs Agreement shall be effective unless set forth in wrttfng and signed by both CUSTOMER and MUNIS. 3. Suspenalon: Support and seMces will be suspended whenever CUSTOMERSs account b Ihlrty days overdue. SuppoA and servkas wiN ba reinstated when CUSTOMER'S accamt b made extent 4. Tredemarka: MUNIS and the MUNIS Logo era registered trademarks of MUNIS, Inc. CUSTOMER Tyler Technologies, Inc., MUNIS Division Date Richard E. Peterson, Jr., President September 11.2009 Date 3°CUSTOMER's acceptance signature is optlonal. payment of iNa contract by CUSTOMER signifles acceptance of the terms and condltlons outlined herein. MUNIS vAN not accept any drenges to ttrls contred. Revised 7/20/2005 ' r ~ /~ ~ TyNr Technologies. InC. _ _ _. _ __... _.... r ~ ~`J^~JP~ ~ ~{~~+r+ri) EV ~ 3?0 US lioute Clne F'nlrrGUth, Mire t~A10:~ FhPnP $OG.772.Z2G0 F'az 207:: flt,2A5~ tyferieth.cem September 14, 2009 Mr. Joseph Alc;ala City of Winter Springs 1126 East State Rd, 434 Winter Spri~igs, FL 32703 Dear Mr. Alcala: Please accept this letter as confirmation that Tyler Technologies. tnc. is the sole provider of the MUMS software. Additional y, "Tyler is the only party authorized to support, and update or modify t1~e software. Please do nat hesitate to call me with any questions at $00-772-2260 extension 4431. Sincerely, Stagy M. Gerard. Contracts Manager tylet' t ~; ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT FOR MUNIS® SOFTWARE Invoice to: 3078 City of Winter Springs 1126 East State Rd., 434 Address: Winter Springs, FL 32708 Contact: Joanne Dalka Telephone: 407.327.1800 This Support and License Agreement (herein "Agreement") is entered into between City of Winter Springs (Licensee) with its principal place of business at 1126 East State Rd., 434, Winter Springs, FL and Tyler Technologies, Inc., MUNIS Division, (Licensor) with its principal place of business at 370 US Route One, Falmouth, Maine, 04105 on this 1st day of October 2009 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 10/01/09 and shall remain in force until 09/30/10 (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. lI. Scope of the Agreement Both parties acknowledge that this A reement covers both Support and Licensing for the roducts listed below, used by the Licensee for the operations of: I ^ I City/Town/Village ~ School ~ County ~ Other (This Agreement is limited to only those entities marked.) III. Payment 1. Licensee agrees to pay MUNIS $ 41,861.00 ,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 system. Application: Accounting/GL/BG/AP Account Receivable Applicant Tracking Fixed Assets HR Management MUNIS Crystal Reports MUNIS Office Payroll Project & Grant Accounting Purchase Orders Requisitions Tyler Forms -Postal Xpress Tyler Forms Processing UB Interface Licensee Date D Tyler Technology„.Luc,,-M.~JNIS Division ~~ e Richard E. Peterson, Jr., i ent Date August 7, 200 * CurrNnt Billable Service Rates are available on request. Rates are subject to change and a contract for services or a Purchase Order is required to hold a quoted rate. Application: D Utility Billing D B D B D D B D D D D D D Windows 2003 EE ~ 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 8/1/2007 V. Terms and Conditions for Licensing: 1. Grant of License: Upon execution of this Agreement, Licensee is hereby granted the non-exclusive and non-transferable license and right to use the current version of 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 current version of the MUNIS software products identified in Section IV. 2. Limited Use: The software products listed are licensed for use only for the beneftt 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. ~. Copies: The Licensee may n.ake copies of the licensed Products f :r archive purposes only. The Licensee will repeat any proprietary notice on the copy of the Product. 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 MUNIS® 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. VI. Terms and Conditions for Support: I. Scope of Services: MUNIS will provide the following services for the benefit of the Licensee. a.) MUMS shall provide software-related telephone support to the Licensee. Support personnel will accept phone calls 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.) MUMS 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.) 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 term, MUNIS shall support the new R ele?se. f.) MUMS 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. All expenses will be billed in accordance with the then current Tyler Travel Policy. 2. Limitations and Exclusions: The support and services of this Agreement do not include the following: a.) 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, lire, 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 ENTITLED TO, AND MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSF,QUENTIAL DAMAGES OF ANY NATURE, EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OF THE LICENSEE'S CLAIM. VII. General 1. Governing Law: This agreement shall be governed by, and construed in accordance with the laws of Ct,ent's state of domicile. 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 Agreem°ut shall be effective unless set forth in writing and signed by both the Licensee and MUNIS. 3. Suspension: Support and services will be suspended whenever Licensee's account is thirty days overdue. Sni~port and services will be reinstated when Licensee's account is made current. 4. Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSiVF S"fATEMENT OF THE AGREEMENT BETWEEN THE LICENSEE AND MUNIS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT. 5. Trademarks: MUNIS and the MUNIS Logo are registered trademarks of Tyler Technologies, Inc. Revised 8/ 1 /2007 Annual Agreement For Operating System & Database Administration Support Invoice lo: City of Winter Springs Contad: Joanne Dalka Address: 1126 Easl State Rd. 434 Winter Springs,FL 32708 Telephone: (407) 327-1800 This Agreement (herein 'Agreement") is entered into beMreen City of Winter Sorinos (CUSTOMER) with its principal place of business at 1128 East State Rd. 434 Winter Sodnas FL 32708 and Tyler Technologies, Inc., MUNIS Division (MUNIS) with its principal place of business at 370 US Route One Falmouth, Maine, 04105 on Uus ~ day of Sebtember. 2009. The headings used in the Agreement are for reference purposes oMy and shall not be deemed a part of This Agreement. CUSTOMER agrees to purchase and MUNIS agrees to provide the services listed bebw in accordance with the foNowing terms and conditions. I. Tenn of Agreement: Ttds Agreement Is effective as of 10/012009 and shall remain in force until 09/30/2010 (one year term). Upon terminatlon of Uris Agreement CUSTOMER may renew the Agreement for subsequent one year pedods at the then cunent fee structure as established by MUNIS. II. Scope of the Agreement: Both parties adcrxnNedge that this Agreement covers the services desaibed below, for the operations of. X City/Town School County Other (This Agreement is limited to only those entities marked.) III. Payment: 1. CUSTOMER agrees to pay MUNIS $1o.s86.oo, for the services as described below. This payment is due and payable upon execution of the Agreement. 2. Additional Charges. Any maintenance performed by MUNIS for CUSTOMER who is not covered by the Agreement will be charged at the then applicable time rate. All materials supplied In connection with such noncovered maintenance or support will be charged to CUSTOMER. Any additional charges wiN be added to the next invoice submitted to CUSTOMER and shall be due on the same date as fhe other charges included in That invoice. IV. Covered System: Specified Hardware System: Dell PowerEdge 1950 Windows 2003 EE Database Products: SQL Server 2005 Std 40 Users V. Terms and Conditions for Support: 1. Scope of Services: MUNIS will provide the fdbwing services for the benefit of CUSTOMER. a. OS/DBA Service is available during MUNIS's rwmtal working rwurs (8:00 A.M. to 8:00 P.M., Eastern Standard Time. Monday through Friday) for the term of this Agreement. b. OSIDBA related Vouble calls can be placed by dialing 1-800-772-2260 and choosing option 3, then choosing option 5.. At particular times, your call may be forwarded to the OS/DBA mailbox at extension 5545. In either case, your call will be recorded and answered on a first In first out basis, except on reports that deGare your system is down, which are moved to the head o1 the queue. c. The Windows System Administration serv(ces are resbicled to the Application Server that MUNIS is installed on. In cases where a stand by server is employed, the stand by server is incuded as long as the stand by saner is only used in the event of the primary application server tailing. Specifically, the standard OS/DBA conract For Windows System Administration support is Intended to be for a single Windows Server; the MUNIS Application Server. d. Database: The intended coverage for a standard OS/DBA contract is for a single MUNIS Application Server running any number of MUNIS Application modules utilizing 1 live and 1 training database. Therefore, the Database Administration services are resVicted to 2 MUNIS Databases, defined as one live database and one training database. (1) In cases where multiple live databases exist, as is lire case when more than one business entity shares the MUNIS Application Server, each additional separate business entity Is required to contract for the Database AdminlsVation Services portion of the OSlDBA Services contract separately at a rate of 50% of the quoted OS/OBA contract price. In this event, one of the business entities sharing the MUNIS Application Server is required to purchase the OS/DBA contract at full price. (2) Incases where multiple databases exist, and all databases belong to a single business entity, only one live and ono training database will be covered. Each additional database pair of one Ilve and one training, or one live and no training, must be contracted for separately at the rate of 50% of the quoted OSIDBA contract price. (2) MUNIS required foundation software is defined as any software required to run MUNIS. This includes Database Engine software, Informix 4GL Runtime software, Informix Dynamic 4GL software and 4J's Universal Compiler Runtime software. (3) In no case does the OS/DBA contract supply support for any Mirxosoft Product including the PC operating system. g. In cases where multiple installations of foundation software exist for any purpose other than as required for a stand by or back up server configuration, such as a development Installation, only the Installation required to run MUNIS is covered under the standard OS/DBA contract. h. The scope of the service provided by a standard OS/DBA contract is restricted to the installation and configuration of MUNIS Application software and MUNiS required foundation software as originally Installed on the MUNIS Application Server. i. Further services in the category of Windows System Administration era limited to administrative tasks on the Installed Operating System. j. Further seMces in the category of Data Base Administration are limited to administrative tasks on the installed Database Engine software. 2. Limitations and Exclusions: a. This Agreement does indude the installation and configuration of a new or upgraded server once every two years. b. This Agreement does not indude the installation and configuration of a new Informix Engine. c. This Agreement does not provide support for software not required to run MUNIS. e. This Agreement does not provide support for software required but not recommended (i.e. terminal emulation software that has not been recommended by MUNIS). 3. CUSTOMER Responsibilities: a. CUSTOMER shay provide, at no charge to MUNIS, futl and free access to the programs covered hereunder: working space; adequate fadlities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide the spedfied support and maintenance seMCe. b. CUSTOMER shall install and maintain for the duration of this Agreement, a modem and associated dial-up telephone line or other connectlon method acceptable to MUNIS. CUSTOMER shall pay for installation, maintenance and use of such equipment and assocated telephone line use charges. MUNIS at its option, shall use this modem and telephone Ilne in connection with error oonedion. Such access by MUNIS shall be subjed to pdor approval by CUSTOMER in each Instance. 4. Non-Assignability: CUSTOMER 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 wvered by this Agreement caused by strikes, lockouts, riots, epidemic, war, government regulatlons, tire, power failure, acts of God, or other causes beyond its control. 6. Llmkatlon of Liability: The liability of MUNIS is hereby limited to a Gaim for a money judgement not exceeding the total amount paid by CUSTOMER for seMces under this Agreement. CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE. EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OF CUSTOMER'S CLAIM. VI. General 1. Governing Law: This agreement shall be governed by, and construed in accordance with, the laws of the diem's state of domidle. The invalidity or unenforceal>iliry of any provisions of this agreement shall not affect the validity or enforceabikty of any other provision. 2. Modlflcation of this Contract: No modifications or amendment of this Agreement shall be effective unless set forth in writing and signed by both CUSTOMER and MUNIS. 3. Suspension: Support and seMCes will be suspended whenever CUSTOMER'S account is thirty days overdue. Support and seMces will be reinstated when CUSTOMER'S account is roads torten! 4. Trademarks: MUNIS and the MUNIS Logo are registered trademarks of MUNIS, Inc. CUSTOMERZa Tyler Technologies, Inc., MUNIS Division Date Richard E. Peterson, Jr., President September 11.2009 Date ~BCUSTOMER's acceptance signature rE optional. Payment of Ws contrad by CUSTOMER signifies acceptance of the terms and conditlons outlined herein. MUNIS wlil not ac ;ept;~iyCtartges to this contract. Revised 7/20/2005