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Home My WebLink About2002 S Contract Business System Software Award of Proposal/Contract Approval . . s �� alb/o�. �UNIS �n�R�oc�es co�►►,wr MN5019,4 System Agreement between MUNIS 370 U. S.Route 1 Falmouth,Maine 04105 and Orange County 129 East King St. P.O.Box 8181 Hillsborough,NC 27278 1 of 14 AGREEMENT This Agreement made this lOth day of December,2002 between MLJNIS,a Maine Corporation,with offices at 370 U.S.Route 1, Falmouth, Maine 04105(MLTNIS)and the Oran�e Counri ,with its principal offices at 132 East King,Street.Hillsborou�h,NC 27278 (Client). MLTNIS and Client agree as follows: 1. MUNIS shall furnish the products and services as described in this Agreement, and Client shall pay the prices set forth in this Agreement. Mi1NIS shall mail invoices to Client at the above address to the attention of Pam Jones. 2. This Agreement consists of this Cover and the following Attachments and Exhibits: Section A. Investment Summary Section B. Software License Agreement Addendum A Section C. Professional Services Agreement Exhibit 1 -Verification Test Section D. Maintenance Agreement Exhibit 2-Internal Project Management Section E. T'hird Party Product Agreement 3. The License Fees set forth in the Investrnent Summary are based on defined category levels. Placement within a category is based on the size of the organization serviced and measured by such factors as operating budget,number of employees,and the number of bills generated for utilities or taxes. The license described in the Software License Agreement is granted at the following category level(s): Groun of Software Products Cateeorv Revision Financials E 2002 Human Resources C 2002 IN WIT'NESS WHEREOF, persons having been duly authorized and empowered to enter into this Agreement hereunto executed this Agreement effective as of the date last set forth below. MUNIS: Client: Oranee Countv � By: By. o S.Marr,Jr. /1'TQ►��a r�- W• (jj vc w�,�i►r' resident Date: �� ziJ �� Date: � Z f��(�2 2 of 14. ' • � . UNIS A TYLER TECHNOLOGIES COMPANY Section A - Investment Summary Contract# MN5019-4 Prepared for: Orange County By: Lee Horne 129 East King St. Date: 12/11/02 Rev.Date: 12/11/02 P.O.Box 8181 Hillsborough,NC 27278 RFP# Attention: Pam Jones Product Software Maintenance Consulting Implement Conversion � Model# Qty Description Price Extended MA MA Ext Days $/Day Days alDay Price AC-E 1 Accounting,General Ledger,Budgeting,Accounts Payable $65,000 $65,000 $11,700 $11,700 4 $1,100 12 $850 $6,700 PO-E 1 Purchase Orders $20,000 $20,000 $3,600 $3,600 2 $1,100 5 $850 $1,800 BQ-E 1 Bids&Quotes $10,000 $1Q000 $1,800 $1,800 1 $1,100 4 $850 RQ-E 1 Requisitions $15,000 $15,000 $2,700 $2,700 2 $1,100 7 $850 PA-E 1 Project Accounting $16,500 $16,500 $2,970 $2,970 2 $1,100 4 $850 FA-E 1 FixedAssets $20,000 $20,000 $3,600 $3,600 2 $1,100 4 $850 $3,600 AT-C 1 Applicant Tracking $5,000 $5,000 $900 $900 2 $850 PR-C 1 Payroll $12,000 $12,000 $2,160 $2,160 3 $1,100 10 $850 $7,560 PM-C 1 PersonnelManagement $9,000 $9,000 $1,620 $1,620 1 $1,100 6 $850 CRW-E 1 MLTNIS Crystal Reports $14,000 $14,000 $3,500 $3,500 3 $850 1 North Carolina Sales Tax $5,000 $5,000 $900 $900 MO-E 1 MUNIS Office $15,000 $15,000 $2,700 $2,700 1 $850 MOL-V 1 MIJNIS OnLine Vendors $0 $10,500 $10,500 MOL-EM 1 MUNIS OnLine Employees $0 $10,500 $]0,500 � Totals $206,500 $59,150 17 $18,700 58 $49,300 $19,660 3 of 14. Ciient: Orange County Attention:Pam Jones Contract# MN5019-4 Third Party Hardware &System Software Model# Qty/Users Description Price Extended MA Price MA Extend IDS 50 IDS Server Work Group $300 $15,000 $60 $3,000 GUI 50 MiJNIS GUI Runtime $300 $15,000 $60 $3,000 FORMLJNIS 1 Formunis Software Package $9,000 $9,000 $2,500 $2,500 FORMLJNIS 1 Formunis Finance Forms Library(x-Format custom forms $6,000 $6,000 $p � Total Hardware&System Software $45,000 MA $8,500 OSDBA 1 Operating System/Database Support(6 months) $0 $4,769 $4,769 OS/Database Services $0 MA $4,769 Other Professional Services Model# Qty Description Price/EA Price Eut SAS-E 1 System Administration and Security $850 $850 , SW-INS-NT 1 Software Load and Test $5,000 $5,000 1 System Software Training $5,500 $5,500 FORMLTrTIS 2Formunis Installation(2 days) $1,500 $3,000 VPN 1 VPN Device Installation $3,000 $3,000 TRVL 1 Estimated Travel Expenses $15,000 $15,000 52Internal Project Management $1,100 $57,200 TotalOther $89,550 4 of 14. Client: Orange County Attention:Pam Jones Contract# MN5019-4 Conversion Options And Prices Model# Co�v Price AC-E PO-E FA-E PR-C Std:Excel Std:Open Std:Master,GL Std:Employee Spreadsheet Purchase Orders Accounts and Master, Convecsion, (Header/Detail) Funding Source, Addresses, AP Vendors, Opt 1:Purchase Opt 1: Q Remittance History, Deductions, P Addresses,1099 Opt 2:History Retirement,Bond T Amounts Infoanation, � GL Opt 1:GL Opt 2:Recurring O Balances up to 3 Pay, yrs Opt 3:Accruals, N GL Opt 2: Opt 4: S Budget up to 3 Accumulators, yrs Opt 5:Check AP Opt 1:Check History, History(Header, Opt 6:Eamings Detail) &I�ductions AP Opt 2: History, Invoices(Header, Opt 7:Applicant Detail) Tracking Std � $2�450� $1,800� $1,800� $840❑ ❑ ❑ ❑ ❑ ❑ � � � $625❑ � $600� $1,260❑ ❑ ❑ ❑ ❑ ❑ � , 2 � $625❑ � $1,200� $840❑ ❑ ❑ ❑ ❑ ❑ ❑ 3 � $1,200❑ ❑ � $420❑ ❑ ❑ ❑ ❑ ❑ . ❑ 4 � $1,800❑ ❑ � $1,260❑ ❑ ❑ ❑ ❑ ❑ ❑ 5 ❑ ❑ ❑ � $840❑ ❑ ❑ ❑ ❑ ❑ ❑ 6 ❑ ❑ ❑ � $840❑ ❑ ❑ ❑ ❑ ❑ ❑ � ❑ ❑ ❑ � $,,2so❑ ❑ ❑ a ❑ ❑ ❑ as,�oo a�,$oo a3,soa al,sso 5 of 14. C�ient: Orange County Attention:Pam Jones Contract# MN5019-4 FEES MAINTENANCE SUMMARY Total Application Software $206,500 559,150 Total Hardware 8 System Software $45,000 58,500 OS/Database Services $0 $4,769 Total Consulting $18,700 Total Implementation/Training $49,300 Total Conversion $19,660 Total Other $89,550 Sales Tax Total Cha�ges $428�710 $72�419 Note:Taxes not included. Total Quote $428 71 plus Annual Support/Maintenance $72,419 OptionalItems Consulting Implementation Item Description PRc�e MA Days Days CM-E Contract Management $]0000 $1800 1 4 IN-E Inventory $21000 $3780 Z 5 WO-E Work Orders $21000 $3780 2 5 BMI-E Interface to BMI Asset Tracking System $3500 $630 1 AT-C Applicant Tracking $5000 $900 2 AR-E Accounts Receivable/Cash Receipting $18000 $3240 2 6 GB-E General Billing $9000 $1620 1 4 BL-E Business Licenses $18000 $3240 2 6 PT-B Parking Tickets $10000 $2500 1 5 � 1S-E Jury Selection(NC) $9000 $2250 1 4 VS-E Vital Statistics $18000 $4500 2 5 PI-E Permits&Code Enforcement $35000 $7000 2 12 PENS-C Pension Tracking $6000 $1080 1 TIME-C Timekeeping Interface-Kronos $3000 $540 1 (MIJNIS Side Only) For other interfaces call. MUNIS Optional Item Prices will be held�rm for a period of 180 days after contract signing. Third party products will be priced as of the time of order. 6 of 14. Ciient: Orange County Attention:Pam Jones Contract# MN5019-4 General Payment Terms i.Client will pay to MUNIS an initial deposit upon execution of this Agreement that equals 25%of the Application and System Software License Fees,25%of the Application Software and System Software Maincenance Fees,and 25%of t6e Third Party Product Maintenance Fees; 2.Client will pay a second installment to MLTNIS upon delivery of t6e software products that equals 50%of the Application Software License Fees and 75%of the System Software License Fees,and 75%of the Application Software and System Software Maintenance Fees,and 75%of the Third Party Product Maintenance Fees; 3.The remaining 25%balance of the MUNIS Application Software Fces shall be paid after (a)Client's verification of the software products as ouHined in Exhibit 1 of this Agreement,(b)ClienPs completion of its own validadon process,or(c)Client's live processing. In no case,shall this period excced si�cty(60)days after delivery. 4. Services shall be billed as delivered plus expenses and are due and payable net 30 days. Section B-Software License Agreement 1)Sofhvare Product License. a)Upon ClienPs payment for the software products listed on the cover of this Agreement,for the license fees set forth in the Investment Summary,MUNIS shall grant to Client and Client shall accept from MUNIS a non-exclusive,nont�ansferable,noaassignable license to use the software producu and accompanying documentation and related materials for intemal business purposes of Client,subject to the conditions and limitations in this Software Lice�se Agreement b)Ownership of the software products,accompanying documentation and related materials,and any modifications arid enhancemeots to such software products and any related interfaces shall remain with MLTNIS. c)The software products are not licensed to perform functions or processing for subdivisions or entipes that were not considered by MUNIS when MiJNIS placed Ciient in the categories listed on the cover of this Agreement. d)The rig6t to tra�sfer this license to a replacement hardware system is included in this Software License Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to Client.Advance written notice of any such transfer shall be provided to M[JNIS. e)Client agrees that the software producu,any modifications and enhancements and any related interfaces are proprietary to MiJNIS and have been developed as a trade seaet at MiJNIS'expense.Client agrees to keep the software products confidential and use iu best effocts to prevent any misuse,unauthorized use or unauthorized disclosures by any party of ac�y or all of the software products or accompaaying documentation. �The software products may be modified,but such modification shall be only for the use on Client's system and shall not cause Client or anyone performing such modification to gain any proprietary or other interest in the soflware products or such modifications.Client shall not perfortn decompilation,disassembly,translation or other reverse engineering on the software products.If Client has made modificaHons to the software products,MLJNIS will not suppoR or correct errors in the modified software products,unless modifications were specifically suthorized in writing by MUNIS. g)Client may make copies of the software products for archive purposes oaly.Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the software producu may not be copied except for intemal 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 MiJNIS places the source code of each major release. At Client's request,MiJNIS will add Client as a beneficiary on its escrow account. Ciient will be invoiced the annual beneficiary fee direcdy by the Escrow Services Company and is solely responsible for maintaining its status as a beneficiary.J 2)License Fees. a)Client agrees to pay MITNIS,and MUNIS agrees to accept from Client as payment in full for the license herein,the total sum of the MUNIS license fees set forth in the Investrnent Summary b)The license fees listed in the Investment Summary do not include any t�or other governmental impositions including,without limitation,sales,use or excise ta�c.All applicable sales tax,use ta�c or excise tax shall be paid by Client and shall be paid over to the proper authori4es by Client or reimbursed by Client to MiJNIS on demand in the event that MUNIS is responsible or demand is made on MiJNIS for the payment thereof. 1f tax exempt,Client must provide MLTNIS with ClienPs tax exempt number or form. c)In the event of any disputed invoice,Client shall provide written notice of such disputed invoice ro Attention:MUNIS Chief Financial Officer at the address listed on the cover of this Agreement Such written notice shall be provided to MiINIS within fifteen(15)days.An additional fifteen(I S)days is allowed for the Client to provide written clarification a�d details for the disputed invoice.MLJNIS shall provide a written response ro Client that shall include eit6er a justification of the invoice or an explanation of an adjustment to the invoice and so acdon plan that will outline the reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in Client's notification to MUNIS. Client may wittilwld payment of only the amount actually in dispute until MUNIS provides the required written response,and full payment shall be remitted to MiJNIS upon MLJNIS'completion of all material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MUNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the acdon steps required of them,Client shall remit full payment of the invoice. d)My invoice not disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within s�ty(60)calendar days,MiJNIS reserves the right to suspend delivery of all services under the Investrnent Summary,this Software License Agreement,the Professional Services Agreement,the Maintenance Agroement and,if applicable,the Third Party Product Agreement. 7of14. Client: Orange County Attention:Pam Jones Contract# MN5019-4 3)Verification of the Software Products. a)At the Client's request,within thirty(30)days after the software products have becn installed on Client's system,MCTNIS will test the software products in accordance with MLJNIS standard verification test procedure,by demonstrating to Client that the software products perform all of the functions identified in Exhibit 1 of this Softwaze License Agreement,which demonstration shall constitute ClienPs verification that the software products substantially comply with MUNIS'user manuals for the most current version of the software products and functional descriptions of the software found in MUNIS'written proposal to Client. Upon such verification,Client shall pay the remaining balance of in accordance with the payment terms in Addendum A.. b)At iYs option,Client's own defined intemal validation process to test the software to conform to all of the functions identified in Exhibit 1 of this Software License Agreement,which validation test shail cons6tute C1ienYs verification that the softwar+e products substantially comply with MUNIS'user manuals for the most current version of the software products and functional descriptions of the software found in MIJNIS' written proposal to Client. Upon such validation,Client shall pay the remaining balance of in accordance with the payment terms in Addendum A.. c)Notwithstanding anything contrary herein,C1ienPs use of the software products for its intended pucpose,shall constitute ClienPs verification of the so8ware products,without exception and for all pwposes. d)Verification or validation that the software products substantially comply with MLJNIS'user manuals for the most current version of the software products and functional descriptions of the software found in MiJIVIS'written proposal to Client by Client shall be final and wnclusive except for latent defect,fraud,and such gross mistakes that amount to fraud and the ope�ation of any provision of this Agreement which specifically survives verification. In the event said verification becomes other than final,or becomes inconclusive,pursuant to this paragraph,Client's sole right and remedy against MLJNIS shall be to require MiJNIS to correct the cause thereof. e)MUMS shall promptly co�rect any functions of the software products which failed the standard verification testing or failed to comply with MUNIS's user manuals for the most curnnt version of the software products and functional descriptions of the software found in MLJNIS's written proposal to Client. If Ciient has made modifications to the software programs,MUNIS will not make such corrections,uniess such modifications were specifically authorized in writing by MCJNIS. 4)Schedule of Verification. M[JNIS will install the software products and cause the same to be verified within sixty(60)days after Client makes available to Mi1NIS the equipment into which the software product is to be loaded.MiJNIS shall exercise reasonable efforts to cause the software products to be verified according to the schedule set forth in this paragraph,but MLJNIS shall not be liable for failure to meet said schedule if,and to the extent,said failure is due to causes beyond the control and without the fault of MLTNIS. 5)Limited Warraoty:MUNIS warrants that the then current,unmodified veision of the MiJNIS Software Products will substantially conform to the then current version of its published Documentation. If the Softwa�e Products do not perform as wazranted,MLINIS's obligation will be to use reasonable efforts,consistent with industry standards,to cure the defect.Said corrections will be made in accordance with the MiJNIS'published problem resolution priority guidelines.Should MIJNIS be unable to cure the defect or provide a replacement product,Ctient shall be entiNed to a refund for the license fee paid for application. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,ALL OTHER WARRANTIES,�ONDITIONS AND REPRESENTATIONS,WHETHER EXPRESS,IMFLIED OR VERBAL,STATUTORY OR OTHERWISE,AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6)Limitation of Liability. (a)In the event that the software products are determined to infringe upon any existing United States patent copyright or trademark rights held by any other person or entity,MiJNIS shall defend and hold harmless Client and its officecs,agents and employees from any claim or proceedings brought against Client and from any cost damages and expenses finally awazded against Client which arise as a result of any claim that is based on an assertion that ClienPs use of the software products under this Software License Agreement constitutes an infringement of any United States patent,copyright or trademark provided that Client notifies MUNIS promptly of any such claim or prceeeding and gives MiJNIS full and complete authority,information and assistance to defend such claim or prceeeding and fiuther provided that MiJNIS shall have sole control of the defense of any claim or proceeding and all negotia6ons for its compromise or settlement provided that MUNIS shall consult with Client regarding such defense.In the event that the software products are finally held to be infringing and its use by Client is enjoined,M[JNIS shall,at its election;(l)procure for Client the right to continue use of the software products;(2)modify or replace the software products so that it becomes non-infringing;or(3)if procurement of the right to use or modification or replacement can not be completed by MIJNIS,terminate the license for the infringing software product,and upon temrination,refund the license fees paid for the infringing software product as depreciated on a straight-line basis over a period of seven(7)years with such depreciation to commence on the execution of this Agreement.MUNIS shall have no liabiliry hereunder if Client modified the software products in any manner without the prior written consent of MUNIS and such modification is determined by a court of competent jurisdiction to be a contributing cause of the infringement or if the infringement would have been avoided by C1ienYs use of the most cucrent revision of the software products. The foregoing states MCTNIS'entire liability and C1ienYs exclusive remedy with respect to any claims of infringement of any copyright,patent,trademark,or any property interest rights by the software products,any part thereof,or use thereof. b)THE RIGHTS AND REMEDIES SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT ARE EXCLUSNE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES OR WARRANTIES EXPRESSED,IMPL[ED OR STATUTORY,INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION. c)In no event shall MiJTiIS be liable for special,indirect,incidental,consequential or exemplary damages,including without limitation any damages resulting from loss of use,loss of data,interruption of business activities or failure to realize savings arising out of or in connection with the use of the software products. M[JTIIS'liability for damages arising out of this Software License Agreement,whether based on a theory of 8 of 14. Client: Orange County Attention:Pam Jones Contract# MN5019-4 contract or tort,including negligence and strict liability,shall be limited to the MUNIS license fees identified in the Investment Summary.The license fees set forth in the Investrnent Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Software License Agreement. �Dispute Resolntlon.In the event of a dispute between the pazties under this Software License Agreement pertaining to pecuniary damages or losses,the matter shall be settled by arbitration in acco�dance with the then prevailing rules of the American Arbitration Association. 8)No Intended T6ird Party BeneRcisrles.This agreement is entered into solely for the benefit of MUNIS and Client. No third pazty shall be deemed a beneficiary of this agreement,and no third party shall have the rig6t to make any daim or assert any right under this agreement 9)Governing[.aw.This Software License Agreement shall be govemed by and construed in accordance with the laws of Client's state of domicile. 10)EnNre AgreemenG a)This Software License Agreement,including Exhibit 1 and the functional description of the software products found in MiJNIS'written proposal to Client,represents the entire agreement of Client and MLJNIS with respect to the software products and supersedes any prior agreements,understandings and representations,whether written,oral,expressed,impiied,or statutory. Client hereby acFmowledges that in entering into this agreement it did not rely on any representations or wattanties other than those explicidy set ford�in this Software License Agreement and the functional description of the software producis found in MUNIS'written proposal to Client. b)If any term or provision of this Software License Agreement or the application thereof to any person or ciroumstance s(iall,to any extent,be invalid or unenforceable,the remainder of this Software License Ageement or the application of such tecm or provision to persons or circumstances other than those as to which it is heM invalid or unenforceable shall not be affected Wereby,and each term and provision of this Software License Agreement shall be valid and enforced to the fullest extent permitted by law. c)This Software License Agreement may only be amended,modified or changed by written inswment signed by both pazties. 11)CaoceRatlon or Termination.In the event of cancellation or ternunation of ttus Software License Agreement,Client will make payment to MLJNIS for all software products,services and expenses delivered or incurred prior to the tercnination or cancellation of this Software License Agreement. 12)Approval of Governing Body.Client represents and warrants to MUNIS that this Software License Ageement has been approved by its goveming body and is a binding obligation upon Client. Section C-Professional Service Agreement 1)Services Provided.MiJNIS shall provide some or all of the following services to Client a)Installation as described in the Investrnent Summary; b)Conversion of Clients existing data as set foRh in the Investment Summary; c)Training/Implementation in the quantity set forth in the Invesknent Summary; d)Consulting/Malysis in the quantity set forth in the Investment Summary;and e)Acceptance Testing as described in the Software License Agreement. 2)Professional Services Fees. a)Notwithstanding specific prices to the contrary identified in the Investment Summary,all services will be invoiced in half�ay and full-day increments as delivered plus expenses. b)Upon the completion of each service day,or group of days,MiJNIS will present a Customer Service Report. Client will sign the report indicating acceptance of the service day and its subsequent billing,or noting reasons for Client's non-acceptance of such. This acceptance is final. c)All requesu for supporting dceucnentadon shall be made within thirty(30)calendar days of invoice delivery. d)The rates for Acceptance Testing shall be the same as the Training/Impiementation rates set forth in the Investment Summary. e)The rates listed in tbe Investment Summary do not include any ta�c or other govemmentsl impositions including,without limitation,sales,use or excise tax.All applicable sales tax,use tax or excise ta�c shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MUNIS on demand in the event that MiJNIS is responsible or demand is made on M[TNIS for the payment thereof. If tax exempt,Client must pmvide MiJNIS with Client's tax exempt number or form. �Payment is due within thirty(30)calendaz days of invoice. g)In the event of any disputed invoice,Client shall provide written no6ce of such disputed invoice to Attention:MtJNIS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MiJNIS within fifteen(15)calendar days of Client's receipt of the invoice.An additional fifteen Q 5)days is allowed for the Client to provide written clarifica6on and details for the disputed invoice. MUNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjusmient ro the invoice and an action plan that will outline t6e reasonable steps needed to be taken by MUNIS and Client to resolve any issues presented in ClienPs notification to MUNIS. Client may withhold payment of only the amount actually in dispute until MiINIS provides the required written response,and full payment shall be remitted to MtJNIS upon Mi1NIS'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 Client has not completed the action steps required of them,Client shall remit full payment of the invoice. 9of14 Client: Orange County Attention:Pam Jones Contract# MN5019-4 h)Any invoice not disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within sixry(60)calendar days,M[JNIS reserves the right to suspend delivery of all services under the Investrnent Summary,the Software License Agreement,this Professional Services Agreement, the Maintenance Agreement and,if applicable,the Third Party Product Agreement. 3)Additional Services.Services utilized in excess of those set forth in the Invesdnent Summary and additional related services not set forth in the Investment Summary will be billed at MCJNIS'then cuaent market rate for the service as they aro incuired. 4)Limitation of Liabllity.MLJNIS'liability for damages arising out of this Professional Services Agreement,whether based on a theory of contract or tort,including negligence and strict liability,shall be limited to the professional service fees idenfified in the Investment Sumcnary.The client shall not in any event be entitled to,and MtJN[S shall not be liable for,indirect,special,incidental,wnsequential or exemplary damages of any nature. The professional service fees set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set focth in this Professional Services Agreement. 5)Dispute Resolution.In the event of a dispute between the parties under this Professional Services Agreement pertaining to pecuniary damages or losses,the matter shall be settled by arbitration in accordance with the then prevailing niles of the American Arbitration Association. 6)No Intended Thlyd Party Beneficisries.This Professional Services Agreement is entered into solely for the benefit of MUNIS and Client. No third party shall be deemed a beneficiary of this Professional Services Agreement,and no Urird party shall have the right to make any claim or assert any right under this Professional Services Agreement. �Governing Law.1'his Professional Services Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile. 8)Cancellation or Termination.In the event of cancellation or ternrination of this Professional Services Agreement,Client will make payment to MLJNIS for all services and expenses delivered or incurmd prior to the termination or cancellation of this Professional Services Agreement. 9)Entire Agreeroent a)This Professional Services Agreement represents the entire agreement of Client and MIJNIS with respect to the professional services and supersedes any prior agreements,understandings and representations, whether written,oral,expressed,implied,or statutory. Client hereby acknowledges that in entering into tt�is agreement it did not rely on any representations or wuranties other than those explicitly set forth in this Professional Services Agreement. b)If any terni or provision of this Professional Services Agreement or the application thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Professional Services Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby,and each term and provision of this Professional Services Agreement shall be valid and enforced to the fullest extent permitted by law. c)This Professional Services Agreement may only be amended,modified or changed by written instrument signed by both parties. 10)Approval of Goveming Body.Client represents and warrants to MLJNIS that this Professional Services Agreement has been approved by its goveming body and is a binding obligation upon Client. 10 of 14 Client: Orange County Attention:Pam Jones Contract# MN5019-4 Section D-Maintenance Agreement 1)Scope of AgreemenL 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 co�ditions. Both parties acknowledge that this Maintenance Agreement covers both Support for the software products listed on the cover of this Ageement and Licensing of updates of such installed softwaze products. 2)Term of Agreement.This Maintenance Ageement is effective as of the effective date listed on the cover of this Agreement and shall remain in force for a one year term.Upon te�mination of this Maintenance Agreement,Client may renew the Maintenance Agreement for subsequent one year periods at the then current fee sducture as established by MUTIIS. 3)PaymeeG a)Client agrees to pay MLJNIS the amount identified in the Investment Summary for licensing and support services,as described below.The annual amount identified in the Investment Summary shall be reduced by twenty-five percent(25%)for the first year.This payment is due and payable in accordance with the General Payment Teims of this Agreement. b)Additional Charges. Any mainteaance performed by MUNIS for the Client which is not covered by this Maintenance Agreement will be charged at MLTNIS'then cuirent market rates. All materials supplied in connection with such non-covered maintenance or support plus expeases will be charged to Client c)Support and services will be suspended whenever C►ienPs account is thirty(30)calendar days overdue. Support and services will be reinstated when Client's account is made cuaent. 4)Terms and CondiHons tor Licensing of Updates of H►e Installed Softwsre Prodocts. a)Client is hereby granted the non-exclusive and nontransferable license and right to use the additional versions of the installed software products listed on the Cover of this Agreement which MUNIS may release during the teim of this Maintenance Agreement. M[JNIS agrees to extend and Client agrees to accept a license subject to the tem�s and conditions contained herein for the installed software products. b)The installed soRware products listed are liceased for use only for the benefit of Client listed on the cover of this Ageement.The software producu are not licensed to perform functions or processing for subdivisions or entities that were not considered by MLTNIS when MiINIS placed Client in the categories listed on the cover of this Ageement. c)As long as a cumnt Maintenance Ageement is in place,this License may be hansferred to another hardware system used for the benefit of Client. Client agrees to notify MUN1S prior to transferring the licensed products to any other system.The cost for new media or aay required technical assistance to accommodate the transfer would be billable charges to the Client. d)Client agrees that the softwaze products are proprietary to MLTNIS and have been developed as a trade secret at MLJNIS'expense.Client agees 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 software products or accompanying documentation. e)The software products may be modified but such modification shall be only for the use on the C1ienYs system for which the software producu are licensed and shall not cause the Client or anyone pe�forming such modification to gain any proprietary or other interest in the software products.If Client has made modifications to the software products,MUNIS will not suppott the modified software products,unless modifications were specifically authorized in writing by ML7NIS. �Client may make copies of the licensed software products for archive purposes only.The Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the product may not be copied except for intemal use. g)For as long as a current Maintenance Agreement is in place,MiJNIS shall prompdy cotrect any functions of the softwaze products which fail to substantially comply with MLTNIS'user manuals for the most current version of the software products. If Client has made modifications to the softwaze products,MUNIS will not make such corrections,unless modifications were specifically suthorized in writing by MLTNIS. 5)Terms and Conditions for Support a)MUNIS shall provide software-related telephone support to the Client. Phone calls will be accepted by support personnel during MiJNIS'normal working hours(8:00 A.M.to 6:00 P.M.,Eastem Standazd Time, Monday through Friday).Assistance and support requests which require special assistance from MiJNIS'development group will be taken and directed by support persormel. In the event that support representatives aze unavailable to receive calls,messages will be taken and calls will be retumed within one working day. b)MLTNIS will continue to maintain a master set of the cuaent wmputer progams on appropriate media,as well as hardcopy printout of source code programs and documentation. c)MUNIS will maintain staffthat is appropriately trained to be familiar with the softwaze products in order to render assistance,should it be required. d)(d)MUNIS will provide Client with ali updates that MUNIS may make to the then current version of the installed softwaze products covered in this Agreement. e)(e)MUNIS will make available to Client update(s)of the installed software products.In the case of system software update(s),Client will also be required to pay whatever fee the manufacturer chazges for the update. Client understands that and agrees that six(6)months after shipment by MLJNIS of updates, MiJNIS shall cease to support the earlier version,and for the balance of the term,MiJNIS shall support the update. �(�MUWIS will make available appropriately trained personnel to provide Client additional training,program changes,analysis,consultation,recovery of data,conversion,noncoverage maintenance service,etc., billable at the current per diem rate p(us expenses. 6.Limitations and Eaclusions. 1'he support and services of this Maintenance Agreement do not include the following: a)Support service dces not include the installa6on of the software products,onsite suppoR,application design,and other consulting services,support of an operating system or hazdware,or any support requested outside of normal business hours. 11 of 14 quoted to:Orange County Attention:Pam Jones Contract# MN5019-4 b)Client shali be responsible for implementing at its expense,all changes to the current versioa Client understands that changes fumished by MUNIS for the current version are for impiementation in the current installed software products version as it exists without cusromization or client alteration. 7.Clfent Respoosibilities. a)Client shall provide,at no charge to MLJNIS,full and free access to the programs covercd hereunder:working space;adequate facilities within a reasonable distance from the equipment;and use of machines, attachments,features,or other eqtipment necessary to provide the specified support and maintenance service. b)In the event Client uscs the software products licensed hercin oa a UNIX platform,Client shall maintain for the duradon of the Agreement an intemet (TELNET) connection. In the event Client uses the software products licensed herein on a NT platfocm,Client shall maintain a dialup connection through PC-Anywhere. MtJNIS,at its option,sha(1 use the connection to assist with problem diagnosis and resolution. 8.Noa-Assignability. The Client shall not have the right to assign or transfer its rights hereunder to any pazty. 9.Eacused NooperFormance.MLJNIS sFiall not be responsible for delays in servicing the products covered by this Maintenance Agreement caused by strikes,lockouts,riots,epidemic,war,govemment regulations, firc,power failure,acts of God,or other causes beyond its control. 10.Limitation of Lisbitity. T'he liability of MLJNIS is hereby limited to a claim for a money judgment not exceeding the fees paid by the Client for scrvices under this Maintenance Agreement. The client shall not in any event be en6tled to,and MUNIS shall not be liable for,indirect,special,incidental,consequential or exemplary damages of any nature. 11.Coveming Law.This Maintenance Agreement shall be governed by and conshued in accordance with the laws of C1ienYs state of domicile. 12.Entire Agreement a) This Maintenance Agreement represents the entire agreement of Client and MiJNIS with respect to the maintenance of the software products and supersedes any prior agreements, undecstandings and representations,whether written,oral,expressed,implied,or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitiy set forth in this Maintenance Agreement. b)If any tertn or provision of this Agreement or the appiication thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Maintenance Agreement or the application of such term or provision to persons or circwnstances other than those as to which it is held invalid or unenforceable shall not be affected theroby,and each term and provision of this Maintenance Agreement shall be valid and enforced to the fullest extent permitted by law. c)This Maintenance Agreement may only be amended,modified or changed by written insh�ummectt sign�by both parties. 12 of 14 Quoted to:Orange County Attention:Pam Jones Contract# MN5019-4 Section E-Third Party Product Agreement 1.Agreement to License or 5e11 third psrty prodocts. For the price set forth in the Investment Summary(Hardware&System Software),MiJNIS agrees to license or sell and deliver to Client,and Client agrees to accept from MUNIS the third party products set forth in the Investrnent Summary. 2.License of T6ird Party Software Prodncts a)Upon Ciient's payment for the third party software products listed in the Investment Summary,for the license fees set forth in the Investrnent Summary,MiJNIS shall grant to Client and Client shall accept from MLTNIS a non-exclusive,nontransferable,nonassignable license to use the third paRy software products and accompanying documentation and related materials for intemal business purposes of Client,subject to the conditions and limitations ia this se.ction b)Ownership of the third party software products,accompanying documentation and related materials,shall remain with the third party manufacturer or supplier. c)The rig6t to daosfer Wis license to a replacement hardware system is govemed by the Third Party.The cost for new media or any required technical assistance to accommodate the transfer would be billabie charges to Client.Advance written notice of any such uansfer shall be provided to MiJNIS. d)Client agrees that the third party software products are proprietary to the third party manufacturer or supplier and have been developed as a trade secret at the third-party's expense.Client agees 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 third party software products or accompanying documentation. e)Client shall not perfonn decompilation,disassembly,translation or other reverse engineering on the software products. �Client may make copies of the software products for archive purposes only.Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the software products may not be copied except for intemal use 3.Prlce.Client agrees to pay MLJNIS and MLJNIS agrces to accept from Client as payment in full for the third party products,the price set forth in the Investment Summary at the following manner: a)Twenty-five percent(25%)of the price of all third party products listed in the Investment Summary upon execution of this Agreement;and b)The remaining balance of the price of each item delivered to Client upon delivery of each product c)In the event of any disputed invoice,Client shall provide written notice of such disputed invoice to Attendon:MiJNIS Chief Finaacial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS wit6in fifteen(15)calendar days of Client's receipt of the invoice.An additional fifteen(15)days is allowed for the Client to provide written clarificadon and details for the disputed invoice. MiJNIS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will oudine the reasonable steps needed to be taken by MiJN[S and Client to resolve any issues presented in Client's nodficadon to MLJNIS. Client may withhold payment of only the amount actually in dispute until MIJNIS provides the required written response,and full payment sha11 be remitted to MLTNIS upon MLTNIS'completion of all material action steps required to remedy the disputed manner.Notwithstanding the foregoing sentence,if MLJNIS is unable to complete all material acrion steps required to remedy the disputed manner because Client has not completed the action steps required of t6em,Client shall remit full payment of the invoice. d)Any invoice not disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within sixty(60)calendar days,MUNIS reserves the right to suspend delivery of all services under the Investment Summary,the Software License Agreement,the Professional Services Agreement, the Maintenance Agreement and this Third Party Product Agreement. 4.Costs and Taxes. a)Unless otherwise indicated in the Investment Summary,the price includes cosu for shipment of and insurance while in tra�sit for the third parry products from the supplie�'s place of manufacture to ClienYs site. b)The price listed in the Inveshnent Summary dces not include any tax or other govemmental impositions including,without limitation,sales,use or excise ta�c.All applicable sales tax,use tax or excise tax shall be paid by Client and shall be paid over to the proper suthorities by Client or reimbursed by Client to MIJNIS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt,C►ient must provide MiJNIS with Client's tax exempt number or form. 5.F.O.B.PoinL Delivery of each third party product shall be F.O.B.Client's site. 6.Schednle ot Delivery.Delivery of each third party product shall take place according to mutually agreeable schedule,but MUNiS shall not be liable for failure to meet the agreed upon schedule if,and to the extent, said failure is due to causes beyond the control and without t6e fault of MLTNIS. 7.Instsllatioo and Acceptance. a)If itemized in the Investment Summary,the price includes installation of the third party products. Upon the completion of installation,Client shall obtain from the installer a certification of completion,or similar document,which certification or similaz document shall constitute Client's acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects,fraud,such gross mistakes as amount to fraud and rights and remedies available to Client under the paragraph hereof entided Warranties. 13of14 . Quoted to:Orange County Attention:Pam Jones Contract# MN5019-4 8.8ite Requirements. Client shall provide: a)a suitable environment,location and space for the installation and operadon of the third party products; b)sufficient and adequate electrical circuits for the third party products;and c)installation of all required cables. 9.Wrrrandes. a)MUNIS is suthorized by the manufacturer or supplier of all third party software products listed in the Investment Summary to grant licenses or subiicenses to such products. b)Unless otherwise noted in Addendum A,MiJNIS warrants that each third party product shall be new and unused,and if Client fully and faithfully perfortns each and every obligation required of it under the Third Party Product Agreement,C1ienYs title or license to each third party product shall be free and clear of all liens acid encumbrances arising through MUNIS. c)The parties understand and agree that MLTNIS is not the manufacturer of the third party products. As such, MUNIS dces not warrant or guarantee t6e condition of the third party products or the operation characteristics of the third party producu. MiJNIS hereby grants and gives Client any warranty adjushnents that MLTNIS may receive from the manufacturer or supplier of the third party products. d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSNE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE AND SYSTEM RV1'EGRATION. 10.Maintenance. It shall be the responsibility of Client to repair and maintain the third party products after acceptance. 11.I.imitatlon of Liabllity.In no event shali MUNIS be liable for special,indirect,incidental,consequential or exemplary damages,including without limitation any damages resulting from loss of use,loss of data, intertup6on of business activities or failure to realize savings arising out of or in connection with the use of the third party products. MiJNIS'liability for damages arising out of this Third Party Product Agreement, whether based on a theory of contract or tort,including negligence and strict liability,shall be limited to the price of the third party products set forth in the Investment Summary.The prices set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of suc6 damages as set forth in this Third Party Product Agreement. 12.Dtspate Resolution.In the event of a dispute between the parties under this Third Party Product Agreement pertaining to pecuniary damages or losses,the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 13.Goveming I,aw.This Third Party Product Agreement shall be governed by and consWed in accordance with the laws of Client's state of domicile. 14.CaacellaHon or Termina8on.In the event of cancelladon or termination of this Third Party Product Agreement,Client will make payment to MUNIS for all products and related services and expenses delivered or incurred prior to the termination or cancellation of this Third Party Product Agreement. 15.EnNre Agreement. a)This Third Party Product Agreement represents the entire agreement of Client and MiJNIS with respect to the third party products and supersedes any prior agreements,understandings and representations,whether written,oral,expressed,implied,or statutory. Client hereby acimowledges that in entering inro this agreement it did not rely on any representations or warranties other than those explicitly set forth in this Third Party Product Agreement. b)If any term or provision of this Third Party Product Agreement or the applicaaon thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Third Party Product Agreement or the application of such term or provision to persons or circumstances other than those as to which it is heid invalid or unenforceable shall not be affected thereby,and each term and provision of this T6ird Party Product Agreement shall be valid and enforced to the fullest extent permitted by law. c)This Third Party Product Agreement may only be amended,modified or changed by written instrument signed by both parties. 16.Approval of Governing Body.Client represents and warrants to MIJNIS that this Third Party Product Agreement has been approved by its goveming body and is a binding obligation upon Client. MUNIS: Clien • a ge Coun�'�/v' By: By J �.Marr,Jr.• s'dent /Yia�-�ar�t Fau,;;� D . � �•1S� Date: j �-7� /;-�Z.lt�.t V __�sc_ 14 of 14 � Addendum to the System Agreement between MUNIS, and Orange County,Hillsborough,NC,27278 Client: Orange County Attention:Pam Jones Contract# MN5019-4 Addendum A The following are clarifications and/or modifications to the standard Agreement. In the event of a conflict between Addendum A and the Agreement, Addendum A shall prevail. 1. Payment Terms. a.Client will pay to MiJNIS an initial deposit of$51,625 upon execution of this Agreement that equals 25%of the Application Software License Fees. b.Client will pay a second installment to MUNIS$161,519 upon delivery of the software products that equals: 50%of the Applicarion Software License Fees($103,250) 100%of the Third Party Hardware and System Software License Fees($45,000) 100%of the T'hird Party Hardware and System Software Maintenance Fees($8,500) 100%of the 6-Month OSDBA Fee($4,769) c.The remaining 25%balance of the Application Software License Fees equaling$51,625 shall be paid after (a)Client's verification of the software products as outlined in Exhibit 1 of this Agreement,(b)Client's completion of its own validation process,or(c)Client's live processing. Unless the software products fail verification,this period shall not exceed sixty(60)days after delivery. d.The first annual MIJNIS OnLine Vendor Fee of$10,500 and MIJNIS OnLine Employees Fee of$10,500 shall be waived by MIINIS. The second annual MLJNIS OnLine fee shall be due one(1)year from installation of the software products. e.The first annual Application Soflware Maintenance Fees of$38,150 shall be waived by MiJNIS. The second annual Application Software Maintenance Fees shall be due one(1)year from installation of the software products. 2. Travel expenses,estimated at$15,000,are incurred in accordance with MUNIS'Business Travel Policy. 3. Project Management,Consulting,Implementation,Conversion,and Installation Services,plus expenses,are billed as provided/incurred and are due and payable thirty(30)days after receipt of invoice. 4. The initial OSDBA term will consist of six(6)months to commence on installation of the software products. The OSDBA fee for such 6-month initial term is$4,769. The initial term will renew for an additional6-month term unless Client notifies MUNIS thirty(30)days prior to expiration of the initial term. The fee of$4,769 for the 6-month renewal term will be due thirty(30)days from receipt of invoice. Thereafter,each OSDBA term will consist of twelve(12)months and will be priced at the then-current rate. 5. MLTNIS will make available a credit of 50%of Informix Licensing fees($7,500.),if Client elects to convert to Sequel server within 1 year of executing this Agreement. Client shall be responsible for purchasing the database. MLJNIS estimates that Client will need to purchase an additional five (5)days of MUNIS on site technical support at$1,100.per day plus expenses. 6. Confidentiality-Client acknowledges the proprietary information claim of MtTNIS contained in its proposal.Client agrees,consistent with the public records law of North Carolina,to assert that claim.Client and MUNIS acknowledge that Client is a local government and a /�� MUNIS:(x) ; Addendum A P.1 Client: (x) � Client: Orange County Attention:Pam Jones Contract# MN5019-4 Addendum A Page 2 political subdivision of the State of North Carolina and as such is subject to the Public Records Laws of the State of North Carolina.Client's agreement contained in this paragraph to protect MIJNIS's proprietary information does not require Client to violate any such laws and does not require Client to litigate and pay for the litigation of the right to withhold access,copies,use or confidentiality of the proprietary information.Client agees to notify MLJNIS of any claim it receives,under the Public Records Laws of North Carolina,for access,copies or use of the proprietary information and agrees that MLJNIS may,at its election and expense,defend the claim in Client's name provided MiJNIS agrees in writing,before undertaking such a defense, to indemnify and hold Client,its officials and employees,harmless&om any consequence of the defense.Nothing in this section requires Client,its offcials or employees,to subject itself and themselves to criminal liability and each may independently act in good faith to protect itself and themselves from criminal liability.Client is not responsible,in money damages,for the access,use,or copying of the proprietary information that is not authorized by Client.Client agrees,in good faith,to take all reasonable steps to prevent the unauthorized use or transfer of the proprietary information. 7. Limited Warranty-MLTNIS warrants that the current,unmodified version of the MLJNIS Software Products will substantially conform to the current version of its published Documentarion and will perform in accordance with MIINIS'response to Client's RFP dated January 11,2002. MUNIS warrants that upon installation third party products and services and their operational characterisrics will perform in accordance with MLJNIS' response to Client's RFP dated January 11,2002. 8. Enitre Agreement-MUNIS agrees to provide Professional Services,Maintenance Services and third party products consistent with the response to the Clients RFP dated January 11,2002 with such modifications as may have been negotiated between MIINIS,Orange County and Orange County's consultant,as are incorporated in this Agreement. ------------------------------------------------------------------------------------------------ MUNIS:( � G� Addendum A P.2 Client: (x) '� Exhibit 1 Verification Test The verification tests detailed below will be conducted following the MUNIS install and prior to the implementation. The tests are performed using the MUNIS Verification Database. This database contains general information applicable to all customers. Given this, the verification tests will not validate site specific functionally. Rather, the tests will prove the MUNIS system is installed and performs base line functions. Customer specific functionality will be reviewed during the implementation phase when site specafic data will be built and applied against desired functionality. Each phase contains three sections: table views, reports, and process. The phases are intended to be completed in 4 hours. Finally, each phase has a space where clients will be asked to initial cert~ing the verification has been accepted. '. ~~`~+~~ , ` ` Phase 1 1. View General Ledger Master Table 2. View Budget Master Table 3. View Vendor Master Table 4. View General ledger Account Inquiry - perform drill down 5. Find PO's/Reqs in PO Inquiry 6. View Inventory Master 7. View Fixed Assets Master 8. View Work Order Master Phase 2 9. Reports: a. GL Trial Balance b. YTD Budget Report c. Vendor Invoice List d. Open PO Report e. Inventory List by Location f. Fixed Asset List by Location Phase 3 10 Enter a requisition 11 Approve the requisition 12 Convert to a PO 13 Post the PO 14 Enter an invoice against the requisition 15 Post the invoice 16 Print a Warrant Report 17 Print Checks (on blank paper without forms) 18 Find journals in Journal Inquiry using date find ,~~,~ . :_ ~ ~ ~~ "'~ ~ ~ , ; Phase 1 VerificationTest 1. View Deduction master 2. View Pay Type Master 3: View Employee Master 4. View Employee Detail History - Perform Drill Down S. View Position Table 6. View Terminated Employee Table Phase 2 7. Reports a. Employee Detail b. Employee Accrual c. Detail Check History Report d. Payroll Register Phase 3 8 Add new Employee 9 Build Job Pay Records 10 Start a new PR 11 Generate employee records 12 Enter exceptions 13 Print Final Proof 14 Update Employee files 15 Print checks (on blank paper without forms) _ ~, . , , ,. < ~. , ~ i ~ <. , , :. .:. . ~ . Phase 1 1. View Charge Code file with Rate Tables 2. View Account Master - Perform Drill Down 3. View Customer File 4. View Bill Inquiry . 5. View Account Inquiry Phase 2 6. Reports: a. Consumption Inquiry/Report b. UB Aging Report c. Charge/Payment History d. Detail Receivables Register Phase 3 7. Add new account 8. Create water service record 9. Start a new bill run a. View Charges File Maintenance 10. Enter meter reading manually 11. Run Charges Proof Register 12. Generate AR 13. Print Bills (on blank paper without forms) 14. Make a payment to a bill 2 Phase 1 1. View Customer File 2. View Parcel File 3. View Charge Code File 4. View Taar Year Parameter 5. View Motor Vehicle Master File 6. View Bill Inquiry 7. View Lien File 8. View Receipt Inquiry 9. View Activity Totals Inquiry/Report Phase 2 10. Reports a. Summary Receivables b. Detail Receivables c. Posted Payments Report Phase 3 11. Create a new General Billing Customer 12. Add a GB Invoice 13. Make a payment against the GB 14. Make a payment against a Ta~c/Excise/Personal Property/Ect. Bill 15. Print Payments Proof 16. Post Payments 17. Use Receipt Inquiry to find the payment 3 Exhibit 2 "Internal Project Mana ement" As a part of the "System AgreemenY', MUNIS agrees to provide a dedicated Internal Project Manager to Orange County, NC. The Project Manager will act as a representative of Orange County and handle all facets of internal project management during the MUNIS implementation. This includes: • Work with Department Heads, staff and all involved personnel to communicate and define the project and all of the detailed steps that are necessary for a successful outcome. • Maintain consistent communication with the Mi1NIS Project Manager and implementers to promote timely and proper response to issues, questions and scheduling adjustments as well as track milestone completion and task accountability. • Hold regularly scheduled on-site progress meetings with Department Heads to inform them of project status, issues with homework completion and project plan schedule, recommendations for improvement, scheduling and evaluation of MUNIS performance. • Schedule resources, including staff, equipment and training facilities. • Identify and schedule additional staff training as needed. • Monitor completion of staff assigned homework and tasks. • Review MUNIS invoices with assigned, authorized County personnel and keep a detailed account of contract billings vs. budget. • Work with MUNIS staff to develop conversion crosswalk tables and assist in proofing converted data with appropriate staff. • Co-ordinate with the IT Department for back-ups, copying live-to-train databases, dbimports and exports, loading of conversion data, loading of software releases and general system and security administration. Project Management functions will primarily occur on site but some functions may occur off site. All Project Management services will be recorded weekly on the standard MUNIS Customer Service Report which must be signed by Orange County. Project Management fees and travel expenses will be billed as they are incurred as provided in the Agreement. The Internal Project Manager will report directly to Pam Jones. Cancellation: Should Orange County decide to terminate this Internal Project Management arrangement, two (2) week advance notification should be sent to: MUNIS - Chief Financial Officer 370 US Route 1 Falmouth, ME 04105