R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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---� - - - --- - ---------- — ; - - - — — — — — — --� �� I Client: City Of Decatur _ J� Attention: Gerard J.Bauer � Contract#�MN4691-13� j � �- --- - �- - �_ General Payment Terms 1.Client will pay to MUNIS an initiai deposit upon executio�of this Agreement that equals 25%of the Application and System Software License Fees,25%of the Application Softwaze and System Software Maintenance Fees,and 25%of the Third Party Product Maintenance Fees; ; 2.Client will pay a second installment to MUNIS upon delivery of the software products that equals 50%of the Application Softwaze License Fees and 75%of the System Software License Fees,and 75%of the Application Softwaze and System Softwaze Maintenance Fees,and 75%of the Third Pariy Product Maintenance Fees; 3.The remaining 25%balance of the Iv1tJ�TIS AppIication Software Fees shall be paid aRer (a)Client's verification of the soflware products as out(ined in E�ibit 1 of this Agreement,{b)Client's completion of its own validation process,or(c)Client's live processing. In no case,shall this period exceed sixty(60)days afker delivery. 4. Services shalf be bitled as delivered plus expenses and are due and payable net 30 days. Section B -Software License Agreement 1)Software Product License. a)Upon CtienYs payment for the softwaze products listed on the cover of Yhis Agreement,for the(icense fees set forth in the Investment Summary,MUNIS shall grant to Client and Client shall accept from MUNIS a non-exclusive,nontransferable,nonassignable license to use the software products and accompanying documentation and retated materials for intemal business purposes ofClient,subject to the conditions and limitations in this SoRware License Agreement. b)Ownership of the software products,accompanying documentation and related materials,and any modifications and enhancements to such software products and any related interfaces shall remain with NIUNIS. c)The softwaze products aze not licensed to perform funetions or processing for subdivisions or entities that were not considered by MIJNIS when ivILJNIS placed Client in the aategories listed on the cover of this Agreement. d)The right to transfer this licanse to a replacement hazdwaze system is included in this Softwaze License Agreement. The cost for new media or any required technical assistance to aceommodate the transfer would be billable charges to Client.Advance written notice of any such transfer shalt be provided to MIJNIS. e)Client agrees that the software products,any modifications and enhancements and any related interfaces are proprietary to MiJNIS and have been developed as a trade secret at Mi1NI3'expense.Client 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 a(1 of the software products or accompanying documentation. �The softwaze products may be modified,but such modification shall be only for the use on Client's system and sha(1 not cause Client or anyone performing such modification to gain any proprietary or other interest in the software products or such modifications.Client shall not perfortn decompilation,disassembly,translation or other reverse engineering on the software products.If Client has made modifications to the software products, MUNIS will not support or correct erzors in the modified sofiwaze products,unless modifications were specifically authorized in writing by MLTNIS. g)ClienY may make copies of the software products for archive purpases only.Client will repeat any proprietaty notice on the copy of the software products.The documentation accompanying the sofiware products may not be copied except for internal use. h)The term of the license granted by this Section shall be perpetual. i)MLJNIS maintains an escrow agreement with an Escrow Services Company under which MUNIS places the source code of each major release. At ClienYs request,MUNIS will add Client as a beneficiary on its escrow account. Client will 6e invoiced the annual beneficiary fee directiy by the Esc€ow Services Company and is solely responsible for maintaining its status as a beneficiary. 2}License Fees. a)Client agrees to pay MiJNIS,and IvILTNIS agrees to accept from Client as payment in full for the license herein,the totat sum of the MUNIS license fees set forth in the Imesdnent Summary b)The license fees listed in the Inveshnent Summary do not include any ta�c or other governmental impositions including,without limitation,sales,use or excise tax.All applicable sales taac,use tax or excise ta�c shall be paid by Client and shal(be paid aver to the proper authorities by C(ient or reimbursed by Client to MiJNIS on demand in the event that ivItJNIS is responsible or demand is made on MUNIS for the payment thereof If ta�c exempt, Client must provide MUNIS with ClienYs taac execnpt number or form. c)In the event of any dispated invoice,Client shall provide written notice of such disputed imoice to Attention:MLJNIS Chief Financial Ofiicer at the address listed on the cover of this Agreement. Such written notice shall be provided to MITNIS within fifteen(15)days.An additional fifteen(I S)days is aIlowed for the Client to provide written clarification and defails for the disputed invoice.MLJNIS shall provide a written response to Client that shall include eitfier a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outtine the reasonable steps needed to be taken by IviLJNIS and Client to resolve any issues presented in C1ienYs notification to MLJNIS. Client may withhotd payment of onty the amount actua(ly in dispute until MLTNIS provides the required written response,and ful(payment shal(be remitted to MCJNIS upon M[JNIS'completion of all material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MiJNIS is unable to complete all material action steps required to remedy the disputed manner because ClienC has not completed the action steps required of them,Client shall remit full payment of the invoice. d)Any invoice not disputed as described above shalt be deemed accepted by the Client.If payment of any invoice thaY is not disputed as descri6ed above is not made within sixty(60)calendar days,MLTNIS reserves the right to sttspend detivery of ail services under the Investment Summary,this Software License Agreement,the Professional Seeviees Agreement,the Maintenance Agreement and,if applicable,the Third Party Product Agreement. 1 � 7 of 14.