R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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- - ------ -- —---- ---- ---- � Client: City of Decatur __� Attention: Gerard J. Bauer j Contract# MN4691-13 i l � Section D -Maintenance Agreement 1)Scope of Agreemeot The Client agrees to purchase and MUNIS agrees to provide services for the software products listed on the cover of this Agreement in accordance with the following terms and conditions.Both parties acknowledge that this Maintenance Agreement covers both Support for the software products listed on the cover of tfiis AgreemenY and Licensing of updates of such installed software products. 2)Term of Agreement This Maintenance Agreement is effective as of the effective date listed on the cover of this Agreement and shatl ramain in force for a one yeaz term.Upon termination of this Maintenance Agreement, Client may renew the Maintenance Agreement for subsequent one yeaz periods at the then current fee structure as established by MUNIS. 3}PaymenL a)Client agrees to pay MLINIS the amount identified in the Imestment Summary for licensing and support services,as described below.'The annual amount identified in the InvesUnent Summary shaU be reduced by iLwenry-five percent(25%)for the first yeaz.This payment is due and payable in accordanee with the General Payment Terms of this Agreement. � b)Additional Chazges. Any maintenance performed by MLJNIS for the Client which is not covered by this Maintenance Agteement will be charged at MUNIS'then current market rates. AIl materials supplied in connection with such non-covered maintenance or support plus expenses wIll be chazged to Client. c)Support and services will be suspended whenever Ciienf's account is thiriy(3D)calendar days overdue. Support and services will be reinstafed when ClienYs account is made current. 4)Terms and Conditions for Licensing of Updates of the Installed Software Products. a)Client is hereby granted the non-exclusive and nontransferable license and right to use the additional versions of the installed soRware products listed on the Cover of this Agreement which MUNIS may release during the term of this Maintenance Agreeme�t. MLJNIS agrees to extend and Client agrees to accept a license subject to the terms and conditions contained herein for the installed softwaze products. h)The instalIed soRware products listed aze licensed for use only for the benefit of Client lisied on the cover of this Agreement.The software products are not licensed to pe�rform fu�ctions or processing for subdivisions or entities ti�ai were not considered by MUNIS when MiJNIS placed Client in the categories lisYed on the covar ofthis Agreement. c)As long as a current Maintenance Agreement is in piace,this License may be transferred to another hardware system used for the benefit of Client. Client agrees to notify MUNIS prior to transferring the licensed products to any other system.The cost for new media or any required technical assistance to accommodate the traasfer would be billable chazges to the Client. dj Client agrees that the software products aze proprietary to MUNIS and have been developed as a trade secret at Iv1UNIS'expense.Client agrees to keep the software produe#s confidential and use its best efforts to prevent any misuse,unauthorized use or unauthoriz�d disclosures by any party of any or a11 of the software products or accompanying documentation. e)The software products may be modified but such modification shall be only for the use on the ClienYs system for which the software products are licensed and shall not cause the Client or anyone performing such modification to gain any proprietary or other interest in the software products.If Clieni has made modifications fo the software products,MUNIS will not suppoR the modified software products,unless modifications were specifically authorized in writiag by MLTNIS. fl Ctient may make copies of the licensed software products for archive putposes only.The Ctient will repeat any propriefary noGce on the copy of the software products.The documentation accompanying the product may aot be copied except for intemal use. g)For as long as a current Maintenance Agreement is in place,MLJATIS shall prompUy correct any functions of the softw�are praducis whieh fail to substantially wmply with MLTNIS'user manuals for the most current version of the softwaze products. If C(ient has made modifications to the so#lware products,MUNIS will not make such coaections,unless modifications were specifically authorized in writing by MUNIS. 5)Terms and Conditions for Suppor� a)MtJNIS shall provide software-related telephone support to the C►ient. Phone calls will be accepted by support personnel dwing IvIUNI5'normal working hours(8:00 A.M.to 6:00 P.M.,Eastem Standard Time,Monday through Friday).Assistance and support€equests which require special assistance from MUNIS'development group will be taken and directed by support personnel. In the event that support representatives are unavailabie ta receive calls,messages will be taken and calls wilt be retumed within one working day. b}IvSUNIS will continue to maintain a master set of the current computer programs on appropriate media,as well as hazdcopy printout of source code programs and documentation. c)Mi1NIS will maintain staff that is appropriately trained to be fami(iaz with the softwaze products in order to render assistance,shoutd it be required. d}MiJNIS will provide Client with all updates that MUNIS may make to the then current version of the installed softwaze products covered in this Agreement. , e)A+iUNIS will make available to Client update(s)of the installed software products.In the case of system software update(s),Client will atso be required to pay whatever fee the manufacturer charges for the update.Client i understands that and agrees that six(6)months after shipment by MUNIS of updates, MLTNIS shall cease to support the earlier version,and for the balance of the term,IviUNIS shall support the update. fl MLTNIS will make available appropriately trained personnel to provide Client additional training program changes,analysis,consultation,recovery of data,conversioq non-coverage maintenance service,ete.,bi(lable at the � cwrent per diem rate plus expenses. ' 6.Limitations and Exclusions. The support and services of this Maintenance Agreement do not include the following: ! a)Support service does not include the installation of the softwaze products,onsite suppart,application design,and other consulting services,support of an operating system or hatdware,or any suppoR requested outside of � normat business hours. I j i I � 11 of 14