2013-09 Munis Annual Support & License Agreement Renewal RESOLUTION 2013-09
• A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING AN ANNUAL SUPPORT -
AND LICENSE AGREEMENT FOR MUNIS SOFTWARE WITH TYLER
TECHNOLOGIES, INC. AS A SOLE SOURCE PURCHASE AND
AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
SAME; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village Administration seeks to renew its Annual Support Agreement and
License Agreement with Tyler Technologies, Inc. for the MUNIS accounting software; and
WHEREAS, the Village Council determines that approval of the Agreement as a sole source
purchase is in the best interests of the residents and citizens of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA, as follows:
Section 1. The foregoing"whereas" clauses are hereby ratified and incorporated herein.
Section 2. The Village Council hereby approves the Annual Support and License Agreement
between the Village and Tyler Technologies, Inc., MUNIS Division, in the amount of
$13,475.95 and authorizes and directs the Mayor and Village Clerk to execute such Agreement
on behalf of the Village. The funds shall be expended from the General Fund Contractual
Services Account Number A5003-33491 (Finance — Contractual Services). A copy of the
Agreement is attached hereto as Exhibit"A" and incorporated herein.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 28th DAY OF FEBRUARY, 2013.
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(Village Seal) 411 :gfi _
ATTEST:
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VILLAGE CLERK •
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ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT
FOR MUNIS® SOFTWARE
Invoice to: Contact:
2873 Village of North Palm Beach Samia Janjua
501 U. S. Highway One
Address: North Palm Beach,FL 33408 Telephone:
561.841.3354
This Support and License Agreement(herein"Agreement")is entered into between Village of North Palm Beach
(Licensee)with its principal place of business at 501 U.S. Highway One,North Palm Beach,FL
and Tyler Technologies,Inc.,MUNIS Division,(Licensor)with its principal place of business at 1. Cole Haan Drive,
Yarmouth,Maine 04096 on this
day of ,2013.
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 03/31/13 and shall remain in force until 03/30/14 (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 Other
(This Agreement is limited to only those entities marked.)
III. Payment
1. Licensee agrees to pay MUNIS$ 13,475.95 ,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 Windows 2003
system.
Application:
Accounting/GL/BG/AP B
Accounts Receivable B
Fixed Assets B
General Billing B
HR Management B
MUNIS Crystal Reports B
MUNIS Office B
Payroll B
Purchase Orders B
Licensee' Tyler Technologies,Inc.,MUNIS Division
'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
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Date 02/07 p/020/3 Date February 13, 2013
*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.
III
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 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
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:
1. 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 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.) 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 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.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.
4. Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party.
5. Excused Non-Performance: MUN1S 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.
Revised 8/1/2007
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 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.
VII. 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. 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 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.
6. Attorney's Fees:If any legal action or other proceeding is brought for the enforcement of this Agreement,or because of an
alleged dispute,breach,default or misrepresentation in connection with any provision of this Agreement,the successful or
prevailing party shall be entitled to recover reasonable attorney's fees and costs(including appellate fees and costs)incurred in
that action or proceeding,in addition to any other relief to which such party may be entitled.
Revised 8/1/2007