Loading...
2002-027 Support/License Agrmnt - Munis SoftwareRESOLUTION 27-2002 n U A R}iSOI.U"I'lON OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM B]iACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLT;RK 7'O F.NTF,R INTO AN ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT FOR MUN1S SGL SOFTWARE FOR A ONE (]) YEAR TERM, WHICH AGREEMI:N"1' IS AT"1'ACHEU TO THIS RESOLUTION AND MADE PART HEREOF; AND, PROVIDING FOR AN I:FFI?CT1VE DATE. Bli IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACII, FLORIDA: Section I . The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Annual Support Agreement and License Agreement for Munis SGL Software for a one (1) year term which Agreement is attached as Exhibit "A", and made part hereof. Section 2. 7'he Mayor and Village Clerk are hereby authorized and directed to execute the Annual Support Agreement and License Agreement for Munis SGL Software for and on behalf of the Village of North Palm Beach. Section 3. "Phis resolution shall take effect immediately upon its adoption. 1'ASSEU AND ADOPTED THIS 25th DAY OF APRIL, 2002. (ViJage Seal) n ANNUAL, SUPPORT AGREEMENT AND LICENSE AGREEMENT FOR MUNIS 5GL SOFTWARE Invoice to: 1279 Palm Beach Contact: Shaukat Address: 501 US Highway One North Palm Beach, FL 33408 Telephone: 'I'bis Support and License Agreement (herein "Agreement") is entered into between Village of North Palm Beach (Licensee) with its principal place of business at 501 US Highway One North Palm Beach, FL :tnd MUNIS (Licensor) with its principal place of business at 370 US Route One, Falmouth, Maine, 04105 on [hts 31st da}' of March 2002 1'hc headings used in the Agreement are for reference purposes only and shall not be deemed a part of this Agreement. The customer agrees to purchase and MUNIS agrees to provide services for the products listed below in accordance with the following terms and conditions. 1. Term of Agreement This Agreement is effective as of 03/31/02 and shall remain in force until 03/30/03 (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. 11. Scope of the Agreement Both parties acknowledge that this A regiment covers both Support and Licensing for the roducts listed below, used by the licensee for the operations of: ~X City/fown/Village ~ School ~ County ~ Other (This Agreement is limited to only those entities marked.) 111. Payment I. Customer agrees to pay MUNIS $ 7,120.00 ,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 no[ covered by [he 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. 1\'. Covered Products 'this Agreement is limited to the following listed products which are registered for Customer's UNIX Server system. Application: Accounting Reporting Budget Reporting Accountsl'ayable Purchase Orders } fixed Assets }'ayroll Personnel Accounts Receivable General Billing MUNIS Query Customer' ~ ~ t~ ~3 ~~ ^~ llate Consulting/System Analysis On-site TrainingQmplementation Supporrt/Programming Ra[e Modem Fee Mileage Rate Category: Application: Category: B B B B B B B B B B MUNIS ~..---- ...> Richar eterso r., Cor ~r V.P. Date January ,1002 Billable Service Rates $],100 per day, plus navel expenses $850 per day, plus navel expenses $1,000 per day, plus Vavel expenses if applicable $15 per hour, this fee is in addition to the labor fee above IRS standazd allowance ' 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. Tcrnts 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 nmy release during the term o(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 Section IV. 2. Lindled Use•. The soRwaze 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 Agmcment. 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 fhe Licensor and have been developed as a trade secret at the Licensor's expense. The Licensee agrees [o keep the sofware products confidential and use its best e0brts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the Products or accompanying documentation. This paragraph is not intended, nor shall it be interpreted to require Licensee to violate Florida's Government in the Sunshine law as set (ordr in Florida statutes. 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 espies of the licensed Products for archive purposes only. The Licensee will repeat any proprietary notice on the copy o(the Product. The documentation accompanying [he product may not be copied except for internal use. G. N'arranly: 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 corzect the problem at no charge to the Licensee. If Licensee has made modifications to the software programs, Licensor will no longer warrant [he performance of those programs which contain modifications, unless specifically authorized in writing by the Licensor. Vl. Terms and Conditions for Support: I. Scope of Services: MUNIS will provide the following services for the benefit of the customer. a.) MUNIS shall provide software-related telephone support ro 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 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 [n the event that support representatives are unavailable to receive calls, messages will betaken and calls will be returned within one working day. b.) MUNIS will continue to maintain a master set o(the curzent computer programs on appropriate media, as well as hazdcopy print- out ofsource code programs and documentation. cJ MUNIS will maintain staff that is appropriately trained to be familiar with customer's software programs that are listed in Section I V in order to render assistance, should i[ be required. dJ MUNIS will provide Customer with all program enhancements, modifications or updates that MUNIS may make to the then Curzent Release of the program applications covered in this Agreerent. e.) MUNIS will make available to the customer new release(s) of [he Software listed on the reverse side which the Customer may obtain by paying the then existing media, documenm[ion, 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 [hat 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. (.) MUNIS will make available appropriately trained personnel to provide Customer additional Vaining, program changes, analysis, consultation, recovery of data, conversion, non-coverage maintenance service, etc., billable at the current per diem rate. 2. Lin»lations and Nxdusions: 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 Curzent Release. Customer understands that changes furnished by MUNIS for the Curzent Software Release are for implementation in the Curzent Software Release as it exists without customization or Customer alteration. 3. Customer Responsibilities: a.) She 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. h.) The Cusmnxr 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 corzection. Such access by MUNIS shall be subject to prior approval by the Qrstomer in each instance. 4. NomAssignability: The Customer shall not have the right to assign or transfer its rights hereunder to any party. S. F,xcused Non-Performance: MUNIS shall not be responsible Tor 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 moneyjudgement not exceeding the total amount paid by the Customer for services under this Agreement. THE CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, ANU 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 Tf fE NATURE OP TfiB CUSTOMEK'S CLAIM. VII. General I. Governing I,aw: This agreement shall be governed by, and consWed in accordance with, the laws of the State of Florida. The invalidity or unen(oreeability of any provisions of this agreement shall not effect 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 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 curzent. 4. t;nlire Agrmntent: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF TI1E AGREEMENT BETWEEN THE CUSTOMER AND MUNIS WHICH SUPERSEDED ALL PROPOSALS, ORAL OR WRITE EN, AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE SFiRV1CE OF THE PRODUCTS COVERED BY THIS AGREEMENT.