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HomeMy WebLinkAboutMunis Annual License October 2002 till September 2003 -2002 07 15 . ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT FORMUNIS SGL SOFTWARE . Invoice to: Contact: 2134 City of Winter Springs Joanne Dalka 1126 East State Road 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 Road 434, Winter Springs, FL and MUNIS (Licensor) with its principal place of business at 370 US Route One, Falmouth, Maine, 04105 on this 1st day of October 2002 The headings used in the Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 'Dte customer 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 AgreeQ!.ept This Agreement is effective as of 1 % 1/02 and shall remain in force until 09/30/03 (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. n. Scope of the Agreement Both parties acknowledge that this Areejent covers both Support and Licensing for je Products listed below, used by the Licensee for the operations of: X City/TownlVillage D School County D Other (This Agreement is limited to only those entities marked.) m. Payment 1. Customer agrees to pay MUNIS $ 31,896.00 , for licensing and support services, as described below. This payment is due and payable upon execution of the Agreement. 2. Additional charges. Any maintenance performed by MUNIS for the Customer, which is not covered by the Agreement, will be charged at the then applicable time rate specified on the reverse. All materials supplied in connection with such non-covered maintenance or support will be charged to the Customer. Any additional charges will be added to the next invoice submitted to the Customer 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 Customer's Intel Pentium system. Application: Category: Application: Category: Accounting Reporting D Budget Reporting D Accounts Payable D Purchase Orders D Requisitions D Project Accounting D Fixed Assets D Payroll B Personnel B Applicant Tracking B Accounts Receivable D Business Licenses D U/B Meter Reader Interface D Utility Billing D . , MUNIS Query D MUNIS Offi~e D Customer' '~(/.i~ 7/2.(pJ O~ . .- . Richard E. Peterson, Jr., otporate V.P. Date Date July 15, 2002 Billable Service Rates Consulting/System Analysis Current published rates, plus travel expenses On-site Training/Implementation Current published rates, plus travel expenses SupportlProgramming Rate Current published rates, 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 I Customer's acceptance signature is optional. Payment of this contract by customer signifies acceptance of the terms and conditions outlined herein. MUNIS will not accept any changes to this contract. . . 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 Revision of MUNIS 4GL 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 tenns and conditions contained herein for the MUNIS software products identified 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 the 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 intemal use. 6. Warranty: For as long as a current software support agreement is in place, the Licensor will warrant that all MUNlS software programs will operate as described in the brochures and user manuals ofMUNIS. 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: 1. Scope of Services: MUNIS will provide the following services for the benefit of the customer. a.) MUNIS shall provide software-related telephone support to the Customer. 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 tenn 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 print- out of source code programs and documentation. c.) MUNIS will maintain staff that is appropriately trained to be familiar with customer's software programs that are listed in Section IV in order to render assistance, should it be required. d.) MUNIS will provide Customer 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 customer new release(s) of the Software listed on the reverse side which the Customer may obtain by paying the then existing media, documentation, shipping and handling fees. In the case of system software new Release(s) , the Customer will also be required to pay whatever fees the manufacturer charges to MUNIS for the new Release. Customer 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 appropriatcly trained personnel to provide Customer additional training, pTogram 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 Customer shall be responsible for implementing at its expense, all changes to the Current Release. Customer 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 Customer alteration. 3. Customer ResponslbUities: a.) The Customer 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 Customer shall install and maintain for the duration of this Agreement, a modem and associated dial-up telephone line. The Customer 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 Customer in each instance. 4. Non-Assignability: The 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 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 Customer for services under this Agreement. lHE CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND MUNIS SHALL NOT BE LIABLE FOR, INDIRECf, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE. EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILfIY OF SUCH ~l.~GES, IRRESPECTIVE OF THE NATURE OF THE CUSTOMER'S CLAIM. vu. 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 effect the validity or enfcrceabiliiY'Df any other provision. 2. Modification of this Contract: No modifications or amendment of this Agreement shall be effect{.,~ unless set forth in writing and signed by both the Customer and MUNIS. 3. Suspension: Support and services will be suspended whenever Customer's account is thirty days overdue. Support and services will be reinstated when Customer's account is made current. 4. Entire Agreement: lHIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE CUSTOMER AND MUNIS WHICH SUPERSEDED ALI., PROPOSALS, ORAL OR WRITrEN, AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFIW ARE SUPPORT AND MAINTENANCE SERVICE OF THE PRODUcrs COVERED BY THIS AGREEMENT.