HomeMy WebLinkAboutOpening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 2Customer Relationship
NA
Not supported. RFP
Management — Customer
suggested Tyler
Customer
NA
Not supported. RFP
Relationship
suggested Tyler
Customer
NIA
Not supported. RFP
Relationship
suggested Tyler
Customer Relationship,
NA
I Not supported. RFP
Management — Service
suggested Tyler
Customer
NA
Not supported. RFP
Relationship
suggested Tyler
Elemos Waste Mana�ernent
NA
Not supported
County Property Records,
NA
Not supported
Mailing Address Verification NA Standard
List any other inteiface objects proposed by vendor to achieve thesystein requirements, Add rolvs as necessaly.
Vendor to List Proposed
Outbound Leak
Vendor to Li.0 Prol)osed
Supported, assuming
Modificatioiis
use of preferred IVR
Vendor to List Pi-ol)osed
Standard
Vendor to List fLofosed
Standard export
(4) identify key personnel proposed to perform the work in, the specified tasks and include major
areas of sub-cQnsultant work and their percent of time committed to other projects;
Tyler does not hire third party companies for our implementations for our own solution, K4onb.Tvler
staff implement Tyler products. Tyler is1U0%public sector focused and our employees develop,
implement and support more than 1,500 public sector clients. We have provided the hours estimates
in Form Fas requested. This Form illustrates total work effort for both project teams.
-'
`~'~ rellati,onships among the project staff; and
47
� City of' Sot) th Bend, /N
The overall project team
structure suggested for
the proposed Munis
Implementation,
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The purpose of project
governance is to define the resources required to adequately establish the business needs,
objectives, and priorities forthe project; communicate the goals kzother project participants; and
provide support and guidance toaccomplish these goals. Project governance also defines the
structure for issue escalation and resolution, Change Control rev�ew and authority, and
Organizational Change Management activities.
The preliminary governance structure estaNishes a clear escalation path when issues and risks
require escalation above the Project Ma;nager level, Further refinement of the governance structure,
related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.
The path illustrates anoverall team perspective whureTyle,andyourrenourrecoUaborateto/esoive
project challenges according to defined escalation paths. |nthe event Project Managers do not
poSsessauthority to determine a soAudon, resolve an issue, or mitigate a 6sk, Tyler Implementation
Management and your Steering Committee become the escalation points to triage responses prior to
escalation to your and Tyler Executive Sponsors. As part of the escalation process, each Project
Governance tier presents recommendations and supporting information to facilitate knowledge
transfer and issue nesmUutiom. All Executive Sponsors serve asthe final escalation point,
(G)inciudea statement that key personnel will be on -site for go -live and available to the extent
proposed for the duration ofthe project plus ninety dayoafterxo-live acknowledging that noperson
desigmatedas°key°tutheprojertshaNberenmovednrrep|oredwithoutthepriorvvrittem
concurrence nfthe City.
Tyler believes that a smooth transition from implementation to the production environment is critical
tuthe success mfour project and our clients. Tnensure that your team isuxsupported aspossible
during this critical time in the project, resources from the Tyler Project Team will be on -site to
provide guidance and ass�stamce as needed. To assist with identified c6dca| processing that occurs
during the first 30 days of production, Tyler Project Team resources will be on -site for the first go -live
week to manage issues and actions as needed, and after this period, the work is scheduled
remote|y. During the pUanning stage of the project, a decision will be made about the number of
project days that will he net aside for Go Live and Post Live Support, We are committed tm ensuring
48
("�������), IN
that you are successful inproduction with Mun�sandarealways willing toprov eaobtamce at our
standard billable rate should your team request additional service days,
Implementation officially begins with the Kickoff, Tyler viNcommit toscheduling akickoff and
planning session 60-75days after contract signing. |tmay bmsooner based nncontract date and
availability nfCity staff. We also commit to delivering the Implementation Plan and detailed project
plan for the first phase Mthin 30 days of the Kickoff,
49
�
CRY of Soulh Bend, IN
^/ 0UIRY8lfil�g���m
�����`���l �� ������J����� ������|��h��NT�
`~-~~~~.~~~. ~_ RESPONSES .~~~-.~.�.. ..~~��.',~,,._-._8.1. NOTES AND AssuMPTIONS
8.1.1 TYLERREPOKUNGS2RNCES
Wherever Tyler Tech no logies, Inc, has responded affirmatively to certain fun ctiona I checkfist
questions/requirements/specifications as requiring the use of Tyler Reporting Services, (6SR5),the
City �s solely responsible for development of the necessary/required report(s), unless specifically
indicated otherwise.
8.1.7 IQTERFX[IS/CUSTOMIZATIONS
Interface requirements agreed to by Tyler within this response will depend onthe customer
maintaining an active support agreement with the identified third party system aswe | as a current
version actively supported by the manufacturer/developer of the product installed.
8.1.3 CUSTOM MODIFICA-1 IONS
Custom modifications, if quoted with a specific doflar value, are priced based upon the total proposed
software package and the requirements set forth inthe KFP. Tothe, extent system components
� and/or requirements change, pricing for custom modifications may also change. Afacustom
modification, is identified without a price, that identification is provided as an alert that the
functionality is not available "out ofthe box," and additional information is required from the
customer before Tyler can price the modification. DuNmQthe contract negotiation process, Tyier
expects to work with the customer to identify the custom modifications that will be considered within
the project scope, and toMnahzethe associated price. Those modifications will bedelivered during
the project on the schedule the parties mutually agree to during the contracting and/or project
planning process(es), Any custom modifications that the customer requests post -contracting will be
subject iqanamendment orchange order ,whichwlUaddress etleast the prldngand schedule
impa�sofadding the nu��ectmodi�catimn�othe original project scope and schedule.
�.�.4 FUTURLFUNC0ONALOY
Future Functionality, when and if provided, will be na|oosod onthe same timeline asthe functionality
is made generally available to customers under a maintenance agreement with Tyler. Qacustomer
requires that such functionality becommitted towithin the contract, the functionality wiN be treated
asocustom modlficut�mn,payable bythe customer.
Please reference the Functional Requirements onthe following pages.
B
� (Ily Qf South Bend, IN
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� Section 9 WORK PLAN
^Vendor shall provide anarrative wh,ich addresses the Scope of Work and shows an understanding of
the City's needs and requirements. This section shall:
(1) describe the approach to completing the tasks specified in the Scope of Work;
Our Implementation Methodology consists of 6 stages. From contract signing until project/phase
closure, our Implementation Team works with your resources for a successful go-flve. Once the
contract is signed, we assign a Project Manager who conducts a thorough review of the contract and
SOW. The PM wHI coordinate a meeting between all of the Project Managers who will be involved, or
the Directors rexponsibIefor each phase, and the sales nep(s).This goal ofthe meeting |stoask
questions of each other, determine timelines, and discuss assumptions, and identify anything that
needs to be configured in one phase in order to successfully implement a subsequent phase, From
here, we initiate the proje,ct/phasing planning that results in the Implementation Management Plan
and conduct a Stakeholder presentation to communicate to your project team, stakehoIclers,
executive management the project deliverables, schedule, communication plan, etc. Each subsequent
work package in the VVBS walks your team through the particulars of each mndu[e; from process
improvement opportunities and design testing kotro�niog and production cmtover.
Tyler's goal throughout the implementation mfMuris istmeducate your resources sothat they are
u*lf-suf0dentusers ofthe software. Tomost efficiently accnmp||shthis goal, Tyler uses a1rain-the-
� trainermodeltoiransfer knovv|ed8e. Tyler's project team m/iH provide comprehensive training &nyour
Core Team, which includes the Project Manager, Functional Leaders, Power Users and Internal
Trainers. Each subject matter is covered in training a minimum of two times throughout the project;
the first time focuses on the process steps, while the second time through, the training iomore
comprehensive in mature. Sessions for each topic will also cover set-up and configuration for Core
Team members, sothat future changes can be easily made.
Starting at the early stages in project with a preconfigured database, your Tyler implementation team
provides a Fundamental Review on how to use system wfth data, wAs through process/flows,
touches on core concepts insystem such that project team will be enabled to make better decisions
in the upcoming analysis, system design, and system design validation. After the Fundamentals
Review, your team will participate in Current/Future State Analysis sessions to determine desired
functionality and process. in addition, we provide tools toaid in training such as user manuals and
Ty|er0eLearnino,s.
Tyler's training methodology stipulates that End Users betrained on major process groups only after
procedural decisions have been made by the Core Team. The goal is to expose the most sophisticated
users tothe system first, so system set-up, converted data, and new procedures are thoroughly
vetted by the Core Team before being introduced to End Users. During the Core Team trahng phase,
53
� [Byo./&uthBend, IN
Tyler Implementation Conswkantscomdut training, measure knowledge transfers through
assessments, and also lead mini parallel processes and procedure tests.
Afthough not conducted by Tyler's project team, training for your End Users will be included in the
project plan and is typically scheduled during Go Live Planning which starts one to two months prior
to Go Live. This proximity to Go Live helps End Users to retain knowledge and allows Core Team
members toconduct this training. Training materials utilized during Core Team trainhngwiU be
provided to you for use in End User trairift, and may be customized to include additional
info/nmafion.
|tiscritical that prior tuGoLive, all knowledge transfer isdelivered bvTyler's project team toyour
resources, Many project activities occur during the Go Live Planning stage of the project to evaluate
the effectiveness of Tyler's knowledge transfer activities, including parallel processing and user
acceptance testing.
(2) outfine sequentially the activities that would be undertaken in completing the tasks and specify
who wouId perform them; and
91. PROJECT PLANNING
Tyler takes aoustomapproach tvevery implementation project welead asevery client and business
case |sunique. During project planning, the project teams will discuss all aspects of the project. The
discussion and the decisions made will be documented and included in the custom project plan, This
document will govern all project activities, including the deliverable for each stage of the project.
This document contains typical project deliverables for each stage of the project, and is tied to our
custom Tyler Work Breakdown Structure.
During the PlannmBStage ofthe project, a project plan will bmcreated 6vthe project teams that will
serve asaworking document throughout the entire project. These teams will meet regularly
throughout the project tnfoster communication and ensure that all tasks are onschedule. in
addition, per�mdic reviews and project meetings will be mheduyedwhere changes in scope, project
length, orcost will bmdiscussed. Any change tuthe overall plan, and specifioaNythe project plan, will
beagreed tubythe two project teams, The original project plan, aswell auany subsequent versions
of the document will be posted on the Project SharePoint Site and available to all project participants.
This open access to project documents helps to ensure good communication among all project
Attached, please find the SampleImplementation Plan which will give amexample ofthe documents
that will becreated during the planning stage ofthe project and the Gantt Chart which outlines the
tasks and milestones involved inimplementation project. Animportant part ufthe custom project
plan isthe project t|meUmeand schedule which isdeveloped using MIS Project and will bedisplayed
through the Project SharePoint site in several different formats. A custom: version will be created
during the planning stage ofthe project bythe project teams,
54
G��,smlh Oenri, HV
The project schedule is developed6vyour and the Tyler Project Managers incoordination with the
project teams in order to meet your needs whHe keeping in mind Tyler's guidelines for
implementation. Tyler recommends a phased implementation approach, staggering start and live
dates for each phase of the project., Tyler also recommends starting the implementaUon with the
Hnancials phase as the Chart of Accounts is the core to the entire system and usually requires less
intense conversions than other modules.
Live dates will betargets, but should not place unnecessary constraints nnthe project. ThetimeUne
provided assumes that the product will be used as -is, without any requ�recl go -live customizatiGns. it
is recommended that no more than two phases are s�ginificanfly in process at a time when your
resources will bemvo|vedinmore than one project phase.
Taking into account Tyler's preferred project phasing, our current understanding of your needs, and
the indudedinvestment summary project guidelines are given below. Further discusslon between the
Project Managers is necessary to determine resource availability, limits and constraints priorto
developing the actual project schedule. Tyler isopen todiscmssinAthe project schedu�minmore
detail, and working out a mutually agreed upon plan that coms[dersall project risks and requests.
Proprietary and Confidential —Subject toRestrictions onDisclosure
Duration
Project Plan In Months
Phase
Module
1
Tyler Asset Maintenance
7
schedule for completing the tasks in terms of elapsed weeks from the commencement
Please reference the included Gantt Charts nnour electronic copy. VVehave provided the project plan
in months and the requested weeks,
55
� City (# South Bend, IN
�uhibit .
' m "Support Call Process" means the aupportcall process applicable toall ofour customers who have
licensed the Tyler Software. A copy ofomrcurreotSupport Call Process imattached emSchedule Ltto
Exhibit C,,
w "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party
Software, asapplicable and attached asExhibit D.
0 "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary,
* "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party Software" means the third party software, ifany, identified imthe Investment Swmmary,
~ "TVer"means TyUerTechnologies, Uoc,aDelaware corporation.
w "Tyler Software" means our proprietary software, including any integrations, custom modifications,
and/or other related interfaces identified in the Investment Summary and licensed hyustoyou through
this Agreement.
• ilwe)y,°us°/"our"and similar terms mean Tyler,
• "you"and similar terms mean Client.
SECTION B—SOFTVVAREL|CENSE
1. License Grant and Restrictions.
1-1 We grant to you a license to use the Ty�r Software for your internal business purposes only, in the
scope ofthe internal business purposes disclosed tousasofthe Effective Date. You may make copies of
the Tyler Software for backup and testing purposes, so long aosuch copies are not used in production
` and the testi�m8|sfor internal use only. Your rights touse the Tyler Software are perpetual but may be
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1,2
A will be suspended unless and unti
1.3 The Documentation is licensed to you and may be used and copied by your employees for internaI, non-
commercial reference purposes only.
1.4 You may not: (a)transfer massign the Tyler Software toathird party; (b) reverse engineer, clecompile,
or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the
Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third
parties,
1.5The license terms inthis Agreement apply toupdates and enhancements wemay provide boyou or
make available to you through your Maintenance and Support Agreement.
1.6 The right to transfer the Tyler Software to a replacement hardware system is included iwyour license.
You will give us advance written notice of any such transfer and will pay us for any required or
requested technical assistance from moassociated with such transfer.
1.7 VVereserve all rights not expressly Bramtpdtoyou|mtNsAgreement. The Tyler Software aind
Documentation are protected bvcopyright and other intellectual property laws and treaties. We own
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the title, copyright, and other intellectual property rights inthe Tyler Software and the Documentation,
The Tyler Software is licensed, not sold.
2. license Fees, You agree topay usthe license fees |nthe amounts set forth |nthe Investment Summmmry.
Those amounts are payable in accordance with our Invoicing and Payment Policy.
Escrow. Wenmainteinamescrowagmeementwbhath|rdpartyunderwb|chweplacethesomrcecodefor
each major release ofthe Tyler Software. You may beadded aymbeneficiary tothe escrow agreement by
completing a standard beneficiary enrollment form and paying the annual beneficiary fee set forth in the
Investment Summary. You will be responsible for maintaining your ongoing status as a beneficiary, including
payment ofthe then -current annual beneficiary fees. Release ofsource code for the Tyler Software |s
strictly governed bythe terms ofthe escrow agreement.
4. Limited Warranty. We warrant that the Tyler Software will bewithout Defect(s)aslong asyou have a
Maintenance and Support Agreement |meffect. |fthe Tyler Software does not perform auwarranted, wewill
use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the
Maintenance and Support Agreement.
SECTION C — PROFESSIONAL SERVICES
1. Services/ We will provide you the various |mp|ementatJon'rela:ted services itemized in the Investment
Summary and described in the Statement of WordbirViAlf
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth hn the
Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of
time and materials required for your implementation. VVowill bill you the actual fees incurred based nnthe
in -scope services provided toyou. Any discrepancies iothe total values set forth inthe Investment
Summary will be resolved by multiplying the applica�le hourly rate by the quoted hours.
3. Additional Services. The Investment 3mnmmon/montains,awd the Statement ofWork describea the scope of
services and related costs (including programming and/or interface estimates) required for the project
based onour understanding ofthe specifications you supplied. |fadditional work iorequired, mrifyou use
orrequest additional services, vvowill provide you with an addendum orchange order, as applicable,
outlining the costs for the additional' work. The price quotes in the addendum or change order will be valid
for thirty (30)days from the date nfthe quote.
4. Cancellation, We make all reasonable efforts to schedule our personnel for travel, including arranging travel
reservations, atleast two (2)weeks inadvance ofcommitments. Therefore, ifyou cancel services less than
two (Z)weeks |nadvance (other than for Force K4ajeureorbreach bVux),you will heliable for all (a)non-
refundable expenses|ncuoedbyusonyourbeha|f, and (b)daily fees associated with cancelled professional
services ifvveare unable toreassign our personnel. VVewill make all reasonable efforts toreassign
personnel in the event you cancel within two (2) weeks of scheduled commitments,
S. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with
industry standards. |nthe event vveprovide services that donot conform tothis warranty, vvewill re -
perform suchsemicesaKnoadd|tlnna|costtoyou.
G. Site Access and Requirements. Atnocost tnus, you agree tnprovide uowith full and free access toyour
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personnel,, facilities, aindequipmemtasmaybereasonabk/mecessan/fmrumtoprovideimpksmmentat|on
/ services, subjenttma,nyneasuoab|esecudtyprotocoUso,othervvrittenpo|ideaprovidedtouoas,cfthe
Effective D�ate,and thereafter osmutually agreed tobyyou and us. You further agree tmprovide a
reasonably suitable environment, location, and space for the installation ofthe Tyler Software and any Third
Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasona,bly
necessary items required for the installation and operation of the Tyler Software and any Third Party
Products.
7. Client Assistance, You acknowledge that the implementation of the Tyler Software bacooperative process
requiring the time and resources ufyour pemonnei You agree touse all reasonable efforts tocooperate
with and ass,ist us as may be reasonably required to meet the agreed upon project deadlines and other
milestones for implementation. This cooperation includes mtleast working with wotoschedule the
implementation -related services outlined hnthis Agreement. VVewill not baliable for failure tomeet any
deadlines and milestones when, such failure is due to Force Majeure or to the failure by your personnel to
provide such cooperation and assistance (either through action ornmissiom).
SECTION D — MAINTENANCE AND SUPPORT
This Agreement includes the period of free maintenance and support services identified in the Invoicing and
Payment Policy. |fyou have purchased ongoing maintenance and support services, and continue tomake
timely payments for them according toour Invoicing and Payment Policy, w/ewill provide you with
maintenance and support services for the Tyler Software under the terms ofour standard Maintenance and
Support Agreement.
if you have opted not to purchase ongoing, maintenance and support services for the Tyler Software, the
Maintenance and Support Agreement does not appl�y to you. Instead, you will only receive ongo|ng
maintenance and support on the Tyler Software, on a time and materials basis. |naddition, you will:
()) receive the lowest priority under our Support Call Process;
(i|) be required to purchase new releases of the Tyler Software, including fixes, enhancements and
patches;
(i|i) be charged our then -current rates for support services, or such other rates that we may
consider necessary to account for your lack of ongoing training on the Tyler Software;
(iv) be charged for a, minimum of two (2) hours of support services for every support call; and
(v) not be granted access to the support website forthe Tyler Software or the Tyler Community
Forum.
SECTION E —THIRD PARTY PRODUCTS
To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and
conditions wilt apply:
1. Third Party Hardware, We wiN sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth \nthe Investment Smnmmapy. Those amounts are payable in
accordance with our Unwo|dogand Payment Po|lcy.
2. Third Party Software. Upon payment |mfull ofthe Third Party Software license fees, you will receive a non-
transferable license to use the Third Party Software and related documentation for your internal business
purposes only. Yourlicense rights tothe Third Party Software will begoverned bythe Third Party Terms.
2.1 We will install onskethe Third Party Software, The installation cost is included in the installation fee in
the Investment Summary.
2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the, Third Party
Software, you will berequired topay such additional future fee.
2.9 The right to transfer the Third Party Software to a replacement hardware system is governed by the
Developer. You will give usadvance written notice ofany such transfer and will pay usfor any required
orrequested technical assistance from usassociated with such transfer.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.
l2The Third Party Hardware will benew and unused, and upon payment infull, you will receive free and
clear title to the Third Party Hardware.
3.3 You acknowledge that weare not the manufacturer of the Third Party Products. VVednnot warrant or
guarantee the performance ofthe Third Party Products, However, vvegrant and pass through toyou
any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Maintenance. If you have a Maintenance and Support Agreement in, effect, you may report defects and
other issues related tnthe Third Party Software directly to us, and we will (a) directly address the defect or
issue, bothe extent |t relates toour interface with the Third Party Software; and/or (b)facilitate resolution
with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement
|meffect with that Developer, |mall events, |fyou donot have oMaintenance and Support Agreement |n
effect with us, you will be responsible for resolving defects and other issues related to the Third Party
Software directly with the Developer.
SECTION: IF — INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. VVewill invoice you for all fees set forth inthe Investment Sumrnarypermur
Invoicing and Payment Policy, subject to Section F(2),
Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this
Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable
invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that
we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment
to the invoice, or a proposal addressing the issues presented in your notice. VVewill work with you asmay
be necessary todevelop an action plan that outlines reasonable steps to betaken by each ofmsto resolve
any issues presented: |nyour notice. You may withhold payment ofthe amnomnt(s)actually |mdispute, and
only those amounts, until vvecomplete the action items outlined imthe plan. hfw/eare unable tocomplete
the action items outlined in the action plan because of your failure to complete the items agreed to be done
byyou, then you will remit full payment ofthe invoice. VVereserve the right tosuspend delivery ofall
services, including maintenance and support services, if you fail to pay an invoice not disputed as described
above within fifteen (15)days ofnotice ofour intent todoso.
SECTION G—TERMINATION
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1. FoL{aLse. Ifyou believe we have materially breached this Agreement, you will invoke the Dispute
Resolution clause set forth in, Section |(3). You may terminate this Agreement for cause lmthe event wedu
not cure, orcreate amutuaU|yagreeable action plan toaddress, a material breach ofthis Agreement m/ithin
the thirty (30) day window set forth in Section 1(3). |nthe event nftermination for cause, you will pay wsfor
all undisputed fees and expenses related to the software, products, and/or services you have received, or
we have incurred or delivered, prior to the effective date of termination,
JL Lack of Appropriations, Kyou should not appropriate orotherwise receive funds suff [clenttopurchase,
lease, operate, or maintain, the software or services set forth in this Agreement, you may unilaterally
terminate this Agreement effective on the final day nfthe fiscal year through which you have funding. You
will make every effort togive usatleast thirty (3Q)days written notice prior toatermination for lack uf
appropriations. In the event of termination due to a lack of appropriations, you will pay us for all
undisputed fees and expenses related to the software and/or services you have received, or we have
incurred ordelivered, prior tothe effective date oftermination. Any disputed fees and expenses muothave
been submitted to the Invoice Dispute, process set forth in Section F(2) at the time of termination in order to
bewithheld e±termination. You will not baentitled tomrefund oroffset ofpreviously paid license and
other fees,
Force Maleure. Except for your payment obligations, either you or we may terminate this Agreement if a,
Force Majeure event suspends performance of scheduled tasks for a period of forty-five (45) days or more.
In, the event of termination due to Force Majeure, you wiUl pay us for all undisputed fees and expenses
related to the software and/or services you have received, or we have incurred or delivered, prior to the
effective date oftermination. Any disputed fees and expenses must have been submitted tothe Invoice
Dispute process set forth inSection F(2)atthe time oftermination imorder tobewithheld attermination.
You will not be entitled to a refund or offset of previously paid license and other fees.
SECTION Hi — INDEMNIFICATION, LIMITATION OPLIABILITY AND INSURANCE
l. intellectual Property Infringement Indemnification,
1.1Ve will defend you against any third pmrtydaim(s) that the Tyler Software mDocumentation infringes
that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the
amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us
promptly in writing of the claim and give us soUe control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at our
1.2Our obligations under this Section H(1) will not apply tothe extent the claim aradverse fino|judgmentb
based on your: (a) use of a �revious version of the Tyler Software and the claim, would have been
avoided had you installed and used the current version ofthe Tyler Software, and we, provided notice of
that requirement toyou; (b)combining the Tyler Software with any product ordevice not provided,
contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any
modification by third parties at youir direction or otherwise permitted by you; (d) use of the Tyler
Software in contradiction of this Agreement, including with non -licensed third parties; or (e) willfu I
infringement, including use of the Tyler Softwareafter we notify you to discontinue use due to such a
1.3 Kfwereceive information concerning, aninfringement ormisappropriation claim related tothe Tyler
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Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right
to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent,
in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively,
we may decide to litigate the claim to Judgment, in which case you may continue to use the Tyler
Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is
enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or
settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use;
(b) modify it to make it non -infringing; (c) replace it with a functional equivalent; or (d) terminate your
license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-
line basis measured over seven (7) years from the Effective Bate. We will pursue those options in the
order listed herein. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2,1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any
and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable
attorney's fees and costs) for (a) personalinjury or property damage to the extent caused by our
negligence or willful misconduct; or (b) our violation of a law applicable to our performance under this
Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense
or settlement. You agree to provide us with reasonable assistance, cooperation, and information in
defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents,
officials, and employees from and against any and all third -party claims, losses, liabilities, damages,
costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property
damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law
applicable to your performance under this Agreement. We will notify you promptly in writing of the
claim and will give you sole control over its defense or settlement. We agree to provide you with
reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE (EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,WE HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL
DIRECT DAMAGES, NOT TO EXCEED (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT,
THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL
TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN -CURRENT ANNUAL MAINTENANCE AND
SUPPORT FEE. THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT
TO SECTIONS H(1) AND H(2).
" S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, NNNO
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EVENT SHALL V0E8ELIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER, EVEN |FVKEHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, weagree to maintain the
following levels ofinsurance: (a) Commercial General Liability ofst|ea,st $2,000000 (b) Automobile Liability
ofatleast $1,080/300(c)Professional Liability ofatleast $1,Q0000O (d)Workers Compensation complying
with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. VVewill add
you maanadditional insured tmour Commercial' General Liability and Automobile Liability policies, which will
ou1oma1ioeOV add you asmnadditional insured to nwrExceou/Umbre||a Liability policy asm/e|U. We will
provide you with copies of certificates of insurance upon your written request.
SECTION I —GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional oroductmaind services at the rates set forth
1mthe Investment 6ummmeryfortwelve(12)montbs from the Effective Date, and thereafter atour then -
current Uistphoa,bymxoout|ng amutually agreed addendum. |fnorate ioprovided |nthe Investment
Summary, or those twelve (12) months have expired, you may purchase additional products and services at
our then -current list price, also byexecuting amutually agreed eddendonm. The ternmsofthis Agreement will
control any such additional purchase(s), unless otherwise specifically provided iothe addendum.
2. Optional Items. Pricing for any listed optional products and services in, the Investment Summary will bevalid
for twelve (12)months from the Effective Date.
� 3. Dispute Resolution. You agree to provide uowith written notice within thiirty(3O) days ofbeoonmlngawvane
� of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if
requested byebher pairty,appoimtlogaseoiurrapresentat|vetmmeetandem8agein0uodfoith negotiations
with our appointed senior representative. Senior representatives will convene within thirty (3O)days ofthe
written dispute notice, unless otherwise agreed. AU| meetings and discussions between senior
representatives will bedeemed confidential settlement discussions not subject todisclosure under Federal
Rule ofEvidence 408orany similar applicable state, rule. If we fail tnresolve the dispute, either ufusmay
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in, this section shall
prevent you ormsfrom seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees inthe Investment Summary donot include any taxes, including, without limitation, sales,
use, orexcise tax, Ifyou area tax-exempt entity, you agree Nmprovide uswith atax-exempt certMiuete.
�Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes.
Ufyou have avalid direct -pay permit, you agree toprovide uswith acopy. Fmrclarity, v*mare responsible for
paying our income taxes, both federal and state, asapplicable, arising from our performance ofthis
AQreemenk.
Wewill not discriminate against any person employed orapplying for employment
concerning the performance nfour responsibilities under this Agreement. This discrimination prohibition
wiUl apply to aH matters of initial employment, tenure, and terms of employment, or otherwise with respect
to any matter directly or indirectly relating to employment concerning race, color, relig,ion, national origin,
age, sex, sexual orientation, ancestry, disability that |ounrelated tothe imd|v|dud'sability toperform the
duties of a particularjob or position, he,ight, weight, marital'status, or political affiliation. VVewill post,
where appropriate, all notices related to nondiscrimination as may berequired by applicable |mvv.
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6. {-\Aer#y.VVehave complied, and will comply, with the E4/erUy procedures administered bvthe U.S.
Citizenship and immigration Services Verification Division for all of our employees assigned to your project.
T Subcontractors. We wiUl not subcontract any services under this Agreement without your prior written
consent, not to be unreasonably withheld.
A. This Agreement shall bebinding on, and shall befor the benefit of, either
your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior
written consent of the other party; provided, however, your consent is not required for an assignment by us
as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its
obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided,
however, that within ten (1O)business days ofthe Force Mojewreevent, the party whose performance |s
delayed provides the other party with written notice explaining the cause and extent thereof, as well as a
request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries, This Agreement isentered into solely for the benefit o[you and us.
No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make
any claim orassert any right under this Agreement, This provision does not affect the rights nfthird parties
under any Third Party Terms.
11. . This Agreement represents the entire agreement between you and uowith
respect tnthe subject matter hereof, and supersedes any prior agreements, understandings, and
repveoentat|ons,vvhethervvritton,ona|,expressed,impUed,orstatutory. Purchase orders submitted byyou,
if any, are for your internal administrative purposes only, and the terms and conditions contained in those
purchase orders will have no force or effect. This Agreement may only be modified by a written amendment
signed by amauthorized representative ofeach party.
12.£e±erdd|hv. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either
party, such non -enforcement will not act aonrbedeemed toact osewaiver ormodification ofthis
Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this
Agreement thereafter,
14, Independent Contractor, VVeare anindependent contractor for all purposes under this, Agreement.
15. Notices. All notices nrcommunications required or permitted as a part mfthis Agreement, such as notice of
an alleged material breach fora termination for cause or dispute that must besubmitted todispute
resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual
receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an
employee or agent of the receiving party; (c) ulpon receipt by sender of proof of email delivery; or (d) if not
actually received, five(5) days after deposit with the United States Postal Service authorized mail center
with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at
the address set forth on the signature page hereto or such other address as the party may have designated
byproper notice. The consequences for the failure to receive a notice due to improper notification by the
intended receiving party of a change in address will be borne by the intended receiving party.
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/ 16.Client 1Lists. You agree that »vmmay identify you hyname |mclient lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, imthe course nf
performance ofthis Agreement, may be exposed toconfidential information and that disclosure Vfsuch
information could violate rights to private individuals and entities, including the parties, Confidential
information is nonpublic information that a reasonable person would believe to be confidential and
includes, without limitation, personal identifying information (e.g., social security numbers) and trade
secrets, each asdefined bya,ppUcaWestate law. Each party agrees that |twill not d'iso|ose any confidential
information of the other party and further agrees to take all reasonable, and appropriate action to prevent
such disclosure &vits employees oragents. The confidentiality covenants contained herein will survive the
termination urcancellation ofthis Agreement. This obligation ofconfidentiality will not apply to
information that:
(a)binthe public domain, either atthe time ofdisclosure orafterwards, except by breach of this
Agreement bvaparty orits employees oragents;
(b) a party can establish by reasonable proof was in that party's possess,ion at the time of initial
(d aparty receives from athird party who has oright tudisclose it tothe receiving, party; or
(d) bthe subject cf alegitimate disclosure request under the open records laws nrsimilar applicable
public disclosure laws governing this Agreement; provided, however, that Unthe event you receive
an open records or other similar applicable request, you wiUl give us prompt notice and otherwise
perform the functions required byapplicable law.
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� 18. |nthe event alocal business license isrequired for uotaperform services hereunder, you
will promptly notify us and provide us with the necessary paperwork and/or contact Information so that we
may timely obtain such license.
19. Governing Law. ThibAgreement will be governed by and construed imaccordance with the laws of your
state, of dom|d|e,withwut regard to its rules on conflicts of law.
20. Multil2le Origina Is and Authorized Signatures, This Agreement may beexecuted iomultiple originals, any of
which will &eindependently treated aaanoriginal document. Any electronic, faxed, scanned, photocopied,
or similarly reproduced signature on this Agreement or any amendment hereto wflI be deemed an, originiail
signature and will befully enforceable am|fanoriginal signature, Each party represents tothe other that the
signatory set forth below, is duly authorized to bind that party to this Agreement.
21, Cooperative Procurement. Tothe maximum extent permitted by applicable law, weagree that this
Agreement may beused asacooperative procurement vehicle byeligible jurisdictions. Wereserve the right
tonegotiate and customize the terms and conditions set forth herein, including but not limited tmpricing, to
the scope and circumstances ofthat cooperative procurement.
22, Performance Bond. Within ten (10) days of the Effective Date, we will secure a performance bond for the fee
set forth in the Investment Summary, which is payable according to the Invoicing and Payment Policy, The
bond will have an initial term of twenty-four (24) months, In the event you desire to extend or renew that
term, you will provide timely notice of your request to us, You will be responsible for the cost of the
extended or renewed bond, and any such extension or renewal Is subject to surety approval.
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23. Contract Documents. This Agreement includes the following exhibits:
Exhibit A
Investment Summary
Exhibit
Invoicing and Payment Policy
Schedule 1:Business Travel Policy
Exhibit
Maintenance and Support Agreement
Schedule l: Support Call Process
Exhibit D
Third Party Terms
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the
clate(s) set forth below.
Tyler Technologies, Inc.
By:
Name'
Date'
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, &0E04096
Attention: Associate General Counsel
11
[INSERT CLIENT NAME)
By:
Name:
Title'
Date'
Address for Notices:
[INSERT CLIENT NAMiJ
[INSERT CLIENT ADDRESS]
[INSERT CLIENT ADDRESS]
[INSERT CLIENT TITLE]
Exhibit A
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you
under the Agreement, This Investment Summary is effective as of the Effective Date, Capitalized terms not
otherwise defined will have the meaning assigned to such: terms in the Agreement.
TO BE INSERTED
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable license and services fees in the investment Summary asset
forth below. Your rights to dispute any invoice are set forth in the Agreement.
1.1 License Fees: License fees are invoiced as follows. (a) 25% on the Effective Date; (b) 60% on the date
uvbeuwemoketheapp|icob|eTylerSoftwaneava|labhetoyoufordownkmding(thm"Avai|ab|a
Down|oadDate");omd/c\1596omtheemrUerofuseoftheTy|erSoftvvaneKnUvepnoduct|onor18O
days after the Available Download Date.
1.2Subscription Initial subscription fees for
�0�are invoiced when we make the product available tuyou. Subsequent subscription fees are
due annually Knadvance omthe anniversary mfthat date atour then -current rates.
1'2 Maintenance and Support Fees: Year 1maintenance and support fees are waived through the earlier
of (a:) availability of the Tyler Software for use in a live production environment; or (b) one (1) year
from the Effective Date. Year 2maintenance and support fees, atour then -current rates, are
payable on that earlier -of date, and subsequent maintenance and support fees are invoiced annually
|nadvance ofeach anniversary thereof. Your fees for each subsequent year will beset a1our then'
ournentm1ey.
2. Professional Services,
2.1 Implementation and Other Professional Services (including : Implementation and other
professional services (including training) are billed and invoiced as delivered, atthe rates set forth in
the Investment Summary.
2.2 Consulting Services: Ifyou have purchased any Business Process Consulting services, ifthey have
been quoted eofixed-fee services, they will beinvoiced 5O%upon your acceptance ofthe Business
System Design document, by module, and 50% upon your acceptance of custom desktop
procedures, bymodule. |fyou have purchased any Business Process Consulting services and they
are quoted as an estimate, then we will bill you the actual services delivered on a time and materials
basis,
2.3 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted data, by
conversion option, and 50% upon Client acceptance to load the converted data into Live/Production
environment, byconversion option. Where conversions are quoted msestimated, wowill bill you
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the actual services delivered on a time and materials basis.
2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are
invoiced 50% uipon delivery of specifications and 50% upon delivery of the applicable modification.
You must report any failure of the modification to conform to the specifications within thirty (30)
days of delivery; otherwise, the modification will be deemed to be in compliance with the
specifications after the 30-day window has passed. You may still report Defects to us as set forth in
the Maintenance and Support Agreement.
2.5 Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced
upon complete delivery of the service. For the avoidance of doubt, where "Project Planning
Services" are provided, payment will be due upon delivery of the Implementation Planning
document. Dedicated Project Management services, if any, will be billed monthly in arrears"
beginning on the first day of the month immediately following the project kick-off meeting.
2.6 Change Management Services: If you have purchased any change management services, those
services will be invoiced in the following amounts and upon the following milestones:
Acceptance of Change (Management Discovery Analysis
15%
Delivery of Change Management Plan and Strategy Presentation
10%
Acceptance of Executive Playbook
15%
Acceptance of Resistance Management Plan
15'%
Acceptance of Procedural Change Communications Plan
10%
Change Management Coach Training
20%
Change Management After -Action Review
15%
3. ether Services and Fees. [Include as applicable]
3.1 Systems ;Management: Systems Management Services are invoiced on the Available Download Date.
Systems Management Services will renew automatically for additional once (1) year terms at our
then -current Systems Management Services fee, unless terminated in writing by either party at least
thirty (30) days prior to the egad of the then -current term.
3.2 Disaster Recovery Services: Disaster Recovery Services are invoiced annually in advance upon our
receipt of your data. Disaster Recovery services will renew automatically, for additional one (1) year
terms at our then -current (Disaster Recovery fee, unless terminated in writing by either party at least
thirty (30) days prior to the end of the then-current`terrm,,
3.3 Payroll Tax Table Update Fee: The first year Payroll Tax Table Update Fee for the one-year period
commencing on the Available Download Date is waived. Subsequent annual Payroll Tax Table
Update fees will be due on the anniversary of the Available Download mate. Annual Payroll Tax
Table Update services will renew automatically for additional one-year terms at our then -current
Annual Payroll Tax Table Update service fee, unless terminated in writing by either parity at least
thirty (30) days prior to the end of the then -current term.
3.4 Performance Bond: We will invoice you the flees for the performance bond, set forth in the
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Investment Summary, within ten (I0)days ofthe Effective Date.
3.5 Brazos Hosting Fees: Hosting fees for the Brazos software are invoiced annually in advance,
beginning on, the Effective Date. Year 1 fees are at the rates set forth in the Investment Summary.
Subsequent annual fees will bemtour then -current rates.
4. Third Party, Products.
4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when
we make it available to you for downloading.
4.2 Third PartySoftwore Maintenance: The first year maintenance fees for the Third Party Software, if
any, is invoiced when we make that Thiird Party Software available to you for downloading,
4.3 Third Party Hardware: Third Party Hardware costs, ifany, are invoiced upon delivery.
4.4 Tyler Notify Minutes and Messages: Tyler, Notify Minutes and Messages are invoiced when wemake
Tyler Notify available to you. Subsequent fees for minutes and messages, at our then -current rates,
will be due when you request add|1Umma| minutes and messages and they are made available to you.
5. Expenses. The service rates inthe Investment Summary donot include travel expenses. Expenses will
be billed as incurred and only in accordance with our then -current Business Travel Policy, plus a 10%
travel agency processing fee. Our current Business Travel Policy inattached tothis Exhi:bitBatSchedule
1. Copies of receipts will be provided upon request; we reserve the right to charge, you an
administrative fee depending oothe extent ofyour requests. Receipts for miscellaneous items less than
twenty-five dollars and mileage logs are not available.
Payment. Payment for undisputed invoices bdue within WB1days mfthe invoice date. Wepreferto
receive payments electronically. Our electronic payment information is:
Bank:
Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, [A94I04
ABA:
121000248
Account:
4124302472
Beneficiary:
Tyler Technologies, Inc. —Operating
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Exhibit B
Schedule 1
Business Travel Policy
1. AirTravel
A, Reservations & Tickets
Tyler's Travel Management Coo�painy (TMC) will provide an employee with a direct fllight within two
hours before urafter the requested departure time, assuming that flight does not add more than three,
hours to the employee's total trip duration and the fare is within! $100 (each way) of the lowest logical
fare. If a net savings of $200 or more (each way) is possible through a coninecting flight that is within
two hours before or after the requested departure time and that does not add more than three hours to
the employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount opportunities.
Employees should use all reasonable efforts tomake travel arrangements at least two (2)weeks in, advance
of commitments. Aseven day advance booking requirement is, mandatory. When booking less than seven
days |nadvance, management approval will berequired.
Except inthe case ofinternational travel where osegment ofcontinuous air travel isscheduled toexceed six
hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
^ Uptufive days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not meiinbursab|e.
2. Ground Transportation
A. Private Automobile
K4i]mageAllowance — Business umeufanemmployee'sprivate automobile will bmreimbursed atthe current
IRS allowable rute plus out ofpocket costs for tolls and parking. Mileage will becalculated byusing the
employee's office aathe starting and ending point, incompliance with IRS regulations. Employees who have
been designated ahome office should calculate miles from, their home.
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B. Rental Car
Employees are authorized torent cars only inconjunction with air travel when cost, convenience, and the
specific situation reasonably require their use. When renting acar for Tyler business, employees should
select o°mid-o|ze"mr"|ntermediate"car, °FuU"size cars may berented when three ormore employees are
traveling together. Tyler carries leased vehicle coverage for business car rentals; additional! insurance on
the rental agreement should bedeclined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from
airports when less expensive means oftransportation are unavailable orimpractical. The actual fare plus a
reasonable tip (1S-I8%)are reimbursable. |nthe case ofafree hotel shuttle tuthe airport, tips are included
|nthe per them rates and will not bereimbursed separately.
D. Parking & Tolls
When parking atthe airport, employees must use longer term parking areas that are measured indays as
opposed tohours. Park and fly options located near some airports may also beused. For extended trips
that would result in excessive parking charges, public transportation to/from the airport should be
considered. Tolls will be reimbursed when receipts are presented.
Tyler's TMCwill select hotel chains that are well established, reasonable inprice, and conveniently located
in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield inn, Hampton
Inn, and Holiday Inn Express. |fthe employee has adiscount rate with alocal hotel, the hotel reservation
should note that discount and the employee should confirm the lower rate with the hotel u!pon arrival.
Employee memberships in travel clubs such as AAA should be noted in their travel profiles so, that the
employee can take advantage nfany lower club rates.
"No shows" mrcancellation fees are not reimbursable ifthe employee does not comply with the hoteyu
cancellation policy.
Tips for maids and other hotel staff are included in the per them rate and are not reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per diem
rates published bythe General Services Administration. Incidental expenses include tips tomaids, hotel
staff, and shuttle drivers and other minor travel expenses, Per them rates are, available at
A. Overnight Travel
For each full day nftravel, all" three meals are reimbursable. Per d|emyomthe first and last day ofatrip are
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governed as set forth below.
Departure Da
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 13:00noon
Return between 12:0Unoon Q7:0Op.m.
Retmrnafter7i0p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 Pm. is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full day per them as
� Breakfast 15%
� Lunch 25%
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8. Same Day Travel
\
K Employees traveling atleast 1OOmflestua,site and returning inthe someday are eligible toclaim lunch on
mnexpense report. Employees on same day travel status are eligible to claim dinner in the event they
return home after 7:OUp.m.*
*7:00p.mm.is defined asdirect travel time and does not include time taken &ostop for dinner
5. Internet Access— Hotels and Airports
Employees who travel may need toaccess their e-mail atn��Many hotels provide free high speed
internetaccess and Tyler employees are encouraged touse such hotels whenever possible. if an
employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Chairgesfur inKeroet
access ata�rpnMsare not reimbursable.
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Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
1. Term, V0eprovide maintenance and support services nnenainnuu|basis. The initial term commences on,
the Effective Date,and remains ineffect for one (1)year. The term will renew automatically for additional
one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of
the then'nurreotterm. VVewill adjust the term %omatch your first use ofthe Tyler Software inlive
production if that event precedes the, one (1) year anniversary of the Effective Date.
Maintenance and Support Fees. Your year 1maintenance and support fees for the Tyler Software are listed
in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy.
VVereserve the right tosuspend maintenance and support services ifyou faNtopay undisputed
maintenance and support fees within thirty (3O)days ofour written notice. We will re|nstatemaintenanne
and support services only if you pay all past due maintenance and support fees, including all fees for the
periods during which services were suspended.
3. Maintenance and Support Services. As long asyou are not using the Help Desk as a substitute for our
training services on the Tyler Software, and you timely pay your maintenance and supportfees we will,
consistent with our then -current Support Call Process:
3.Iperform our maintenance and support obligations inaprofessional, good and workmanlike manner,
consistent with industry standards, to resolve Defects in the Tyler Software (lim,ited to the then -current
version and the immediately prior vers|on); provided, however, that ifyou modify the Tyler Software
without our consent, our obligation to provide maintenance and support services on and warrant the
Tyler Software will be void;
3.2 provide telephone support during our established support hours;
3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party
Software, if any, in order to provide maintenance and support services;
3.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and
enhancements) that we make generally available without additional charge to customers who have a
maintenance and support agreement |meffect; and
3.5 provide non -Defect resolution support of prior releases of the TylerSoftware in accordance with our
then -current release life cycle policy.
4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services
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0 remotely. Currently, wveuse ath|nd-pairtysecure unattended connectivity tou called Bmmgar,aswell a»
/ GotoAssbt by [itdx. Therefore, you agree to maintain high-speed hotemnetconnection capable of
connecting untnyour PCs and perver(s). You agree to provide, uywith a login account and local
administrative privileges esvvemay reasonably require to perform remote services. We will, at our option,
use the secure connection toassist with proper diagnosis and resolution, subject to any reasonably
applicable security protocols, |fwecannot resolve msupport issue remotely, *emay berequired toprovide
onsitesem|ces. In such event, we will be responsible for our travel expenses, unless it is determined that
the reason oms|tesupport was required was areason outside our control. Either way, you agree toprovide
us with full and free access to the Tyler Software, working space,adequate facilities within a reasonable
distance from, the equipment, and use ofmachines, attachments, features, orother equipment reasonably
necessary for us to provide the maintenance aind su,pport services, all at no charge to us. We strongly
recommend that you also maintain a, VPNfor backup connectivity purposes.
5. Hardware and Other Systems, If you are a self -hosted customer and, in the process of diagnosing a software
support issue, it is discovered that one of your peripheral systems or other software is the cause of the
issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot
support ormaintain Third Party Products except as expressly set forth }mthe Agreement.
|norder for us to provide the highest level of software support, you bear the following responsibility related
to hardware and software:
(a)All infrastructure executing Tyler Software shall bemanaged by you;
(b) You will maintain support contracts for all non -Tyler software associated with Tyler 5oftwaine(including
` operating systems and database management systems, but excluding Third -Party Software, if any); and
� (c) You will perform daily database backups and verify that those backups are success,fuil.
6. Other Excluded Services. Maintenance and support fees donot include fees for the following services: (a:)
initial installation or implementation of the Tyler, Software; (b) onsite maintenance and support (unless Tyler
cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other
monsu|1iim8oea/ineu;(e)moimtenennmendouppVrtofanoperatingsys&emomrhumdxvaoe,um|eusyouanea
hosted customer; (f) support outside our normal business hours as listed in our then -current Support Call
Process; or(g) installation, teim)mgservices, nrthird party product costs related 1oe new release.
Requested maintenance and support services such as those outlined in this section will be billed to you on a
time and materials basis at our then current rates, You must request those services with at least one (1)
weeks' advance notice.
7. Current Support Call Process. Our current Support Call Process for the Tyler Software battached tothis
Exhibit C at Schedule 1.
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New Year's Day
Thanksgiving Day
Memorial Day
Day after Thanksgiving
Independence Day
Christmas Day
Labor Day
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Exhibit C
Schedule 1
Support Call Process
Support 0mrinels
Tyler Technologies, Inc. provides the following ch an ne Is of software support:
(1) Ty|erCommunby—anon-Qnensouroe Tyler Community provides avenue for all Tyler clients with
current maintenance agreements to collaborate with one another, share best practices and resources,
and access documentat|om.
(2) On-line submission (portal) —for less urgent and functionality -based questions, users may create
unlimited support incidents through the customer relationship management portal available at the Tyler
Techmologieomebsite.
(3) Emoi|—for|eu urgent situations, users may submit unlimited ema|lsdirectly tnthesoftvvanesuppurt
group.
(4) Telephone — for urgent or complex questions, users receive toll -free, unlimited telephone software
support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) TNorVVebwite— w A iertech.coni — for accessing client tools and other information including support
contact information.
(I) Tyler Community — available through login, Tyler Community provides avenue for clients to support one
another and share best practices and resources.
(3) Know|edgebase—Afu|ly searchable depository of thousands of documents related to procedures, best
practices, na|aasa information, and job aides.
(4) Program Updates — where development activity is made available for client consumption
Support Availability
Tyler Technologies support isavailable during the local business hours ofOAMtnSPK4(Monday — Friday) across
four UStime zones (Pecific, Mountain, Central and Eastern).Clients may receive coverage across these time
Tyler's holiday h d |e is outlined bU h bennsupport coverage onthese days.
� Issue I-Jaridling
Incident Trucking
Every support incident is logged into Tyler's Customer Relationship Management System and given aunique
incident number. This system tracks the history of each incident. The incident tracking number loused totrack
and reference open issues when clients contact support. Clients may track incidents, using the incident number,
through the portal at Tyler's website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client is
responsible for reasonably setting the priority of the incident per the chart below, This chart is not intended to
address every type of support incident, and certain "characteristics" may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure orthe Tyler cloud. The goal is to help
guide the, client towards clearly understanding and communicating the importance of the issue and to describe
generally expected reuponaesand resolutions.
Priority
Level
Characteristics of Support Incident
Resolution Targets
Support incident that causes (a)
Tyler shall provide an initial response to Priority Level I
complete application failure or
incidents within one (1) business hour of receipt of the
application unavailability; (b) application
support incident. Tyler shali use commercially
I
failure or unavailability in one or more of
reasonable efforts to resolve such support incidents or
Critical
the client's remote location; or (c)
provide a circumvention, procedure within one (1)
systemic loss of multiple essential
business day. For non -hosted customers, Tyler's
system functions.
responsibility for lost or corrupted data is limited to
assisting the client in restoring its, last available database.
Support incident that causes (a)
Tyler shall provide an initial response to Priority Level 2
repeated, consistent failure of essential
incidents within four (4) business hours of receipt of the
functionality affecting more, than one
support incident. Tyler shall use commercially
2
user or (b) loss or corruption of data.
reasonable efforts to resolve such support incidents or
High
provide a circumvention procedure within ten, (10)
business days. For non -hosted customers, Tyler's
responsibility for loss or corrupted data is limited to
assisting the client in restoring its last available database.
Priority Level 1 incident with an existing
Tyler shall provide an initial response to Priority Level 3
circumvention procedure, or a Priority
incidents within one (1), business day of receipt of the
Level 2 incident that affects only one
support incident. Tyler shall use commercially
3
user or for which there is an existing
reasonable efforts to resolve such support incidents
Medium
circumvention procedure.
without the need for a circumvention procedure with the
next published maintenance, update or service pack. For
noin-hosted customers, Tyler's responsibility for lost or
corrupted data is limited to assisting the cl�ient in
restoring its last available database.
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Priority
Characteristics of Support Incident
Resolution Targets
Support incident that causes failure of
Tyler shall provide an initial response to Priority Level 4
4
non -essential functionality or a cosmetic
incidents within two (2) business days. Tyler shall use
Non-
or other issue that does not qualify as
commercially reasonable efforts to resolve such support
critical
any other Priority Level.
incidents, as well as cosmetic issues, with a future
version release,
ow6j*n/£scala/iow
Tyler Technology's software suppor,tconsists offour levels ofpersonnel:
(1) Level 1: front-line representatives
(2)Level 2:more semiurintheir support role, they assist front-line representatives and take onescalated
issues
()) Level 3: assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a product group
If a cl:ie,nt feels they are not receiving the service needed, they may contact the appropriate Software Support
Manager. After receiving the incident tracking number, the manager will follow upnmthe open issue and
determine the necessary action tomeet the client's needs.
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we can
respond appropriately. A software support incident can be escalated by any of the following methods:
(1) Telephone — for immediate response, call toll -free to either escalate an incident's priority or to escalate
umissue through management channels asdescribed above.
(2) Email — clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal — clients can also escalate the priority of an issue by logging into the
client incident portal and referencing the appropriate incident tracking number.
Rente Support Tool
Some support calls require further analysis of the client's database, processorsetup tndiagnose oproblem orto
assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Support is able
to quickly connect to the client's desktop and view the site's setup, diagnose problems, or assist with screen
navigation. More information about the remote support tool Tyler uses is available upon request.
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Exhibit D
DocOrigin, End User License Agreement
tyler
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ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING
AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT
LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
SOFTWARE LICENSE
IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement" or "EULA") is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as
"You") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any
associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses
any 60ftWM'e updates, add -on components, web services and/or Supplements that may be provided to you or Made
available to you after the date you obtain the initial copy of the Software to the extent that such items are not
accompanied by a separate license agreement or terms of use. If You receive the Software under separate terms
from your distributor, those terms will take precedence over any conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise LISiiIg the Software, You agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you
ShOUId remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (11) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
1, LICENSE TERMS
1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or
usage control codes, including serial numbers digitally created and or provided by OF Software Ltd.,
designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants
You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of the
Software from www,clocorighconi on a single machine and use it on a royalty -free basis for no More than
120 days from the date of installation (the "Evaluation Period"'). You may use the Software during the
Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end oil
expiry of the Evaluation Period and YOU acknowledge and agree that OF Software Ltd. will be under no
obligation to renew or extend the Evaluation Period. If YOU wish to continue Using the Software You May, on
payment of the applicable fees, upgrade to a full license (as farther described in section 1,3 below) on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to COIA[We
to, license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you
under an evaluation license will have a 'spoiler' or watermark on the output document. Documents
generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler'
produced. You are not permitted to remove the watermark or 'spoiler' from documents generated Using the
software under an evaluation license,
1.3 Development and Testing Licenses, Development and testing licenses are available for purchase through
authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of
this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to
your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non-sublicenseable
license to download and install a copy of the Software from www.docorigin.corn on a single rnaclihie and
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use for development and testing to create collateral deployable to Your production system(s) You are not
entitled to use a development and testing license for live production purposes.
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and
resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement,
OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltdl. due to your breach of
the terms of this Agreement), non-exclusive, non -transferable, worldwide non-sublicenseable license to use
the Software in accordance with the license type purchased by You as set Out on your purchase order as
further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with
an approved distributor of the Software, and approved by OF Software, the default license to the Software is
a per -CPU license as described in A. below:
A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is consider one (1) CPU., and
any remaining unpaired processing core, will be deemed a CPU'. (b) all CPUs oil a computer oil
which the Software is installed shall be deemed to operate the Software unless You configure that
COMPUter (using a reliable and verifiable means or hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer.
B. Per -Document. This is defined as a fee per document based on the total number of documents
,generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance a batch of invoices for 250 Customers may contain 1,000 pages, this WIi be
counted as 250 documents which should correspond to 250 invoices.
C. Per -Surface. This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 Surfaces). The documents may be rendered to a computer file (i.e. PIDF),
each page placed in the file is considered a surface. A document may contain 1 or more Surfaces.
For instance a batch of invoices for 250 customers may contain 500 pages dL#exed, this will be
counted as 1000 Surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss Of use of tile production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for production Simultaneously with a production license with which it is paired.
1.6 Backup Copies. After installation of the Software pursuant to this EULA, You may store a copy of the
installation files for the Software solely for backup or archival purposes. Except as expressly provided In this
EULA, you may not otherwise make copies of the Software or the printed materials accompanying the
Software.
13 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party
software is: delivered to You with the Software, included in the Software download package, or referenced in
any material that is provided with the Software, then such separate license agreement shall govern Your Use
of that item, or version of Third -Party Software, Your rights in respect to any third -party software, third -party
data, third -party software or other third -party content provided with the Software shall be limited' to those
rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third -party software are granted to You.
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26
2. LICENSE RESTRICTIONS
Array copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You. You may
not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party
(including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining tine written
agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement. You
further agree not to (i) rent, lease, sell, sublicense, assign, or otheimlise transfer the Software to anyone else, (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive w4h the Software, or (iii) use the Software to operate or as a part of a time-sharing service,
outsourcing service, service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer, decompile, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key„ You will be entitled to download the latest version of the Software
from the DocOrigin website www.docorigin.com. Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to
discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing
terms, release dates, general availabllity or other characteristics of the Software.
3,2 On expiry of your maintenance and support contract, you well have the right to continue using tine current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that will unlock time more
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a looked, evaluation copy of that
version of the Software.
4, INTELLECTUAL PROPERTY RIGHTS,
This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd.
or DocOrgin. All title and intellectual property rights in and to the Software, the accompanying printed materials,
and any copies of the Software are owned by OF Software Ltd, or its suppliers. All title and intellectual property
rights in and to the content that is not contained in the Software, but may be accessed through use of time
Software, is the property of the respective content owners and may be protected by applicable copyright or other
intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software
contains documentation that is provided only in electronic form, you may print one copy of such electronic
documentation.
a. DISCLAIMER OF WARRANTIES,
TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY OF SOFTWARE LTD. HEREUNDER ARE PROVIDED ON AN "AS Is" BASIS AND
THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN
OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS
AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD.
OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY„ MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON -INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
27
6. LIMITATIONS OF LIABILITY.
6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON. FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR. CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS
OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF
OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR
SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO
THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY
OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND
REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING
FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS
PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.
6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT
THE RIGHTS GRANTED IIN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Software and, In respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
7.2 OF Software Ltd. may terminate this Agreement In the event of any breach by You if such breach has not been
cured within five (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any
amounts paid by You to OF Software Ltd, or its applicable distributor or reseller or affect any obligations You.
may have to pay any outstanding amounts owing to OF Software Ltd. or its distributor.
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement.
Within five (5) days of termination or expiration of this Agreement, You, shall purge all Software and all copies
thereof from all computer systems and storage devices on which it was stored, and certify such to
OF Software Ltd.
8. GENERAL PROVISIONS
8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of
any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or impiled term set out in this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision.
8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect.
8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or
otherwise) without OF Software Ltd.'s prior written consent. OF Software Ltd, may assign this Agreement at any
time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their
respective successors and permitted assigns.
8A Governing Laver and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No
choice of laws rules of any jurisdiction shall apply to this Agreement, You consent and agree that the counts of
the Province of Ontario shall have jurisdiction over ally legal action or proceeding brought by You arising out of
or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or
proceeding.
28
8.5 Entire Agreement. This Agreement is tire entire understanding and agreement between You and
OF Software Ltd. with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments
and Understandings, verbal or written, and purchase order issued by YOLL This Agreement may be amended or
oUierwise modified by OF Software Ltd. from tirne to tirne and the most recent version of the Agreement will be
available on the OF Software website vovw.clocorigin.coni.
Last Updated: [July 18 2013]
29
Exhibit D
MyGovPay/VirtualPay and IVR
1. MyGovPay/VirtualPay Licensing, Access to MyGovPay and/or Virtual Pay is herebygranted if Customer elects to
use MyGovPaiy or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for Citizen Users to
use for processing online payments.
(a,) Special) MyGoyPay/VirtualPav Definitions,
""Merchant Agreement" means the agreement between Customer and Persolvent that provides for the Merchant
Fees.
""Merchant Fees" means direct costs levied by Visa/Mastercard/Discover or other payment card companies for
Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no authority.
"MyGovPay"" means the Product of Tyler Technologies that aillows members of the public to pay for Customer's
services with a credit or other payment card on the Customer's citizen -facing web portal.
"'Persolvent" means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI) compliant
processing agent through which the EnerGov Software passes credit card transactions.
"'Use Fees" means the Technology Fees, Authorization Fees and Program/Convenience Fees, as listed in Use Fees
Table in Section 2, titled MyGovPaylVirtualPay.
"'VirtualPay" means the Product of Tyler Technologies that allows the Customer to accept and process citiizen user's
credit or other payment card using the EnerGov Software.
(b) Conditions of Use. if customer elects to use MyGovPay and/or VirtualPay the following terms apply:
(1) Customer must apply for and agree to a Merchant Agreement with Persolvent.
(2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section 2.
(3), Customer agrees that Use, Fees are separate from and independent of Merchant Fees.
(4) Customer, agrees that this Agreement does not represent any modification to Customer's Merchant
Agreement with Persolvent.
(5) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and will not be
deposited or owed to Customer in any way,
(6) Customer agrees that MyGovPay's and VirtualPay's ability to assess Use Fees is dictated by the Card
Associations whose rules may change at any time and for any reason. If MyGovPay and/or VirtualPay, for
any reason, are unable to process payments using Use Fees, Customer agrees that MyGovPay/VirtualPay
reserves the right to negotiate a new pricing model with Customer for the continued use of MyGovPay
and/or VirtualPay.
2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply if
Customer elects to use MyGovPay/VirtualPay.
USE FEES TABLE FOLLOWS ON NEXT PAGE
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EnerGnVsK0yGowPay(Online / pmyments)*^
MyGovPay (Online Payments)
MyG�ovPay (Online
Percentage Based Fee
+Transaction Fee
Government Entity Paid
Option 2:
129%
I
N/A
L Patron Paid
**ACHprocessing is avoilableforofee of $20permonthmnd$030per transaction.
EnerGbv'sV1rtua|Pmy(retail card present)
VirtualPay (Retail Payments)
Virtual Pay (Retail Payments)
Percentage Based Fee
+Transaction Fee
Government Entity Paid
Patron Paidfees will be communicated as "Service Fees" to the cardholder, at the time of transaction, In the event that the
average monthly transaction amount isbelow $J0,Contractor reserves the right toapply onadditional $%J0servbe/ee
above the quoted rates above.
3. IfPVR is selected by Customer and included inthe pricing, the following
additional terms and conditions shall apply ofthis Agreement:
(a) NetworkSecurit Customer acknowledges that a third -party is used by Tyler, Technologies to process IVR data.
Customer's content wi,ll pass through and be stored on the third -party servers and will not 6esegregated or|na
separate physical location from servers on which other customers' content is or will be transmitted or stored.
(b) Content, Customer is responsible for the creation, editorial content, control, and all other aspects of content to
beused solely |nconjunction with the EnerGnvSoftware.
(c) Lawful Purposes.Customer shall not use the |VRsystem for any unlawful purpose.
(d) Critical, Application. Customer will not use the JVRsystem for any life-support application, orother critical
application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave
problems, including, without limitation, loss ofaircraft control, hospital life-support system, and delays in getting
medicate care orother emergency services.
(e) No Harmfu,l Code. Customer represents and wanamtsthat no, content designed todelete, disable, deactivate,
interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted
by Customer mrUsers.
(f) IVR WARRANTY. Except asexpressly set forth inthis Agreement, TYLERTECHNOLOGIES MAKES NO
REPRESENTATION AND EXTENDS NO WARRANTIES ()FANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING
WARRANTIES OFTITLE, NON-[NFR|NGGK@ENT,MERCHANTABILITY OR FITNESS FOR APARTICULAR PU�RP0SEFOR
0
t y I e r
[echnologic""s
Exhibit E
Statement of Work
32
This Software asaService Agreement iumade between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products, and Tyler
desires tuprovide such products and services under the terms ofthis Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
w "4graennent'means this Software oauServices Agreement,
• "Business Travel Po|icy"means our business travel policy. Acopy nfour current Business Travel
Policy |sattached asSchedule 1toExhibit B.
m ^C|ient°means [INSERT CLIENT NAM�E].
• "Datm°means your data necessary toutilize the Ty|erSoftware.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified inthe Investment Summary,
* "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent, Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth |nour then -current Documentation,
m "Defined Concurrent Users" means the number ofconcurrent users that are authorized touse
the SaaSServices. The Defined Concurrent Users for the Agreement are [|N�3ERT].
• ''Qeva|uper" means ath|rd party who owns the intellectual property rights to Third Party
Software.
• "Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation,
• "Effective Date" means the date on which your authorized representative signs the Agreement,
• "Force Majeure" means an: event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot urcivil commotion, fire, natural disaster, nrany other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached esExhibit A
'HIGHLIGHTED THAT MAY OR MAY NOT
APPLY TUTHE PARTICULAR CUENT/C0NZRACTDURING CONTRACT
` ~ "Invoicing and Payment Policy" means the invoicing and payment policy. Acopy ofour current
�
� Invoicing and Payment Policy is attached asExhibit B.
0 "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
� "SaaS Services" means software asaservice consisting ofsystem, administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
Includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SmaSServices dnnot include support of an operating system nrhardware, support
outside of our normal business hours, or training, consulting or other professional services.
° "SL/Y means the service level agreement. Acopy ufour current SLA|sattached heiretoam
Exhibit C.
� "Statement
professional services will be provided to implement the Tyler Software, and outlining your and
our roles and responsibilitieson'connection with that /mp|ementa�niom^ The Statement vwnrm Is attached as Exhibit E.
� "Support Ca:UPmocess"meamsthesuppurtoaUpmuceauupp|lcab|etoaUofomrnwstomersvvho
have licensed the Tyler Software. Acopy ofour current Support Call Process isattached ax
Schedule 1toExhibit C'
� "Th,ird Party Terms" imeans, ifany, the end user license agreement(s) or similar terms for the
Third Party Software, aoapplicable and attached msExhibit 1D.
� "Thiird Party Hardware" means, the third party hardware, if any, identified in the Investment
Summary.
• "Third Pairty Products" means the Third Party Software, and Third Party Hardware.
• "Third Party Software" means the third partysoftware, ifany, identified |nthe Investment
� Summary.
y
� "Tu|er"means Tyler Technologies, |nc.,aDelaware corporation.
w "Tyler Software" means our proprietary software, including any integrations,, custom
modifications, ari other related !interfaces identified in, the Investment Summary and
licensed bymstnyou through this Ag,reememt.
� 11we",°us°,"our'and similar terms mean Tyler,
� wvnu»and similar terms mean Client.
1. Rights Granted. 0/egrmmttoyouthemon'exm|uis,iwe,nom`mssignable|Km|teddghtnomsetheSaa6
Services solely for your internal business purposes for the num,ber of Defined Concurrent Users only.
The Tyler Software will be made avaiilable to you according to the terms of the SLA, You
acknowledge that we have no delivery obligations aind we will not ship copies of the Tyler Software
umpart mfthe SaaSServices. You may use the SaiaS Services to access updates and enhancements to
the Tyler Software, aafurther described |nSection C(8).
2. SaaSfees. Youagree0npay us the S,aaSFees. Those amounts are payable inaccordance with our
Invoicing aindPeymemt Policy. The SaaSFees are based onthe number ofDefined Concurrent Users
and amount ofData Storage Capacity, You may add additional concurrent users oradditional data
storage capacity on the terms set forth in Section H(l). In the event you regularly and/or
meaningfully exceed the Defined Concurrent Users or Data Storage Capacity, we reserve the right to
charge you additional fees commensurate with the mveraQe(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data.
4. Restrictions. You may not; (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) license, sell, rent,
lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted, we will use all
reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the
maintenance and support process set forth in Section C(8), below, the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 16, Type 2. We have attained, and will
maintain, Type II SSAE compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will
provide you with a summary of our SSAE-16 compliance report or its equivalent. Everyyear
thereafter, for so long as the NDA is in effect and in which you make a written request, we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated to
you, which is inaccessible to our other customers.
6.3 We have fully -redundant telecommunications access, electrical power, and the required
hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event any of your data has been lost or damaged due to an act or omission of
Tyler or its subcontractors or due to a defect in Tyler's software, we will use best commercial
efforts to restore all the data on servers in accordance with the architectural design's
capabilities and with the goal of minimizing any data loss as greatly as possible. In no case shall
the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from
declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable
period during which your data may be lost, measured in relation to a disaster we declare, said
declaration will not be unreasonably withheld.
'
^ 6.4 Unthe event wedeclare adisaster, our Recovery Time Objective (°RTO°)b r(24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare, a
disaster, within which your access to the Tyler Software must be restored.
6.5VVeconduct annual penetration testing ofeither the production network and/or web
application tobeperformed. VVewill maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block ainy such
activity. We will provide you with a written orelectronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed tobvthe parties, atyour written request. You may not attempt tobypass orsubvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanniing of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
Ei5VVe test our disaster recovery plan onanainmwa|basis, Our standard test isnot diemt-smedfic.
Should you request a client -specific disaster recovery test, we will work with you to schedule
and execute such atest omamutually agreeable schedule.
67VVem,iUberesponsible for importing back-up and verifying that you can lo8-|m.You will be
responsible for running reports and testing crkica| processes to verify the returned data. At
your written request, xvewill provide test results toyou within acommercially reasonable
t|moefmynmeafter receipt ofthe request.
�
6.0 We provide secure data transmission paths from each of your workstations to our servers.
6.9 For at least the past ten (10) years, all of our employees have undergone criminal background
checks prior to hire, Ali employees sign our confidentiality agreement and security policies. Our
data centers are accessible only by authorized personnel with m unique key entry. All other
visitors must besigned inand accompanied byauthorized personnel. Entry attempts to the
data center are regularlyaudited by internal staff and external auditors to ensure no
unauthorized access.
,SECTION C—OTHER PROFESSIONAL SERVICES
1. Other Professional Services. Wewill provide you, the various |m |e ntatU ne|atedsen/iues
itemized imthe, investment Summmn/ and described in the Statement of WorkNOMMM,
2. Professional Services Fees. You agree topayusthe professionalservices fees imthe amounts set
forth in the Investment SThose, amounts are payable in accordancewith our Invoicing d
Payment Policy. You acknowledge that the fees stated In the Investment Summary are good -faith
estimates of the amount of time and materials required for your implementation, We will bill you
the actual fees incurred based on the in -scope services provided to you, Any discrepancies In the
total values set forth In the Investment Summary will be resolved by multiplying the applicable
� hourly rate bvthe quoted bmuo,
. � '
Additional Services. The Investment Summary contains,
the
scope ofsemviicesand related costs (including programming and/or interface estimates) required for
the project based omour understanding ofthe specifications you supplied. |fadditional work Us
required, or if you use or request additional services, we will provide you with an; addendum or
change order, asapplicable, outlining the costs for the add�0ona|work, The price quotes |nthe
addendum or change order will be valid for thirty (30) days from the date of the quote.
Cancellation. |ftravel isrequired, wewill make all reasonable efforts toschedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for
Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us
mnyour behalf, and (b) daily fees associated with cancelled professional services if we are unable to
reassign our personnel. VVewill make all reasonable efforts toreassign personnel |nthe event you
cancel within two (2)weeks ofscheduled commitments.
Services Warranty. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. |nthe event we provide services that do not conform tothis warranty, we
will re-perfornmsuch services atnnadditional cost tnyou.
6 Site Access and Requirements. Atnocost tous, you agree tnprovide uswith full and free access tm
your personnel, facilities, and equipment asmay bereasonably necessary forustoprnxide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
Client Assistance. You acknowledge that the implementation of the Tyler Software becooperative
process requiring the time and resources ofyour personnel. You agree touse all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes atleast working with
us to schedule the implementation -related services outlined in this Agreement. VxevviU not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
8. Maintenance and Support. For solong noyou timely pay your 5aa3Fees according tothe invoicing
and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
8.1 perform our maintenance and support obligations Knaprofessional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to
the then -current version and the immediately prior vers|on);
8.2 provide telephone support during our established support hours;
8.3 maintain personnel that are sufficiently trained to befamiliar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
8.4 make available to you all major and minor releases to the Tyler Software (including updates and
enhancements) that we make generally avaiilable without additional charge to customers who
8.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with
our then -current release life cycle policy,
We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s), You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services, In such event, we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way, you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes,
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or (d) support outside our normal business hours as listed in our then -
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1) weeks' advance notice.
SECTION D—THIRD PARTY PRODUCTS
Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
Third Party Software. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
Invoice Disputes, If you be|ieveany delivered software o/service does not conform tot he
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt ofthe applicable invoice. The written notice must contain reasonable detail ofthe issues
you contend are in dispute snthat we can confirm the issue and respond to your notice with either
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented inyour notice. VVewill work with you aomay benecessary todevelop anaction plan that
outlines reasona:ble steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. |fweare unable tocomplete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment ofthe invoice. VVereserve the right tosuspend delivery ufall 3uaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (l5)days ofnotice ofour intent todoso.
SECTION F — TERM AND TERMINATION
1. Term, The initial term ofthis Agreement bfive (5) years from the first day ofthe first month
following the Effective Date, unless earlier terminated omset forth below. Upon expiration nfthe
initial term, this Agreement will renew automatically for additional one (1) year renewal terms at
our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior
tothe end ofthe then -current renewal term. Your right toaccess mruse the Tyler Software and the
SamSServices will terminate a1the end ofthis Agreement.
2. Term ila§on. ThbAgreement may betemninatedasset forth bellow. |nthe event ofterm imation,
you will pay uofor a|U umdispmted fees and expenses related 10the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all: terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access tothe SaaSServices b
contingent upon your timely payment of5aeSFees. |fyou fail totimely pay the SaaSFees, mm
may discontinue the SaaS Services and deny your access to the Tyler Software, VVemay also
terminate this Agreement ifyou don't cure such failure topay within forty-five (4S)days nf
receiving written notice ofour intent toterminate.
2.2For Cause. Ifyou believe wehave materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
inthe event xvedo not cure, or create a mutually agreeable action plan toaddress, a material
breach ofthis Agreement within the thirty (3O)day window set forth |nSection H(3).
2.3 Either party has the right toterminate this Agreement ifaForce Majeureevent
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of,Appropriations. Nyou should not appropriate orotherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to refund nroffset mfpreviously paid,
but unused Sam5Fees. You agree not tuuse termination for lack nfappropriations asa
suh* hutefortemminadonfnrconvemlenoe.
' 2^5 during
the initial term for any reason other than cause, Force Majeure,nrlack of appropriations, or if
»veterminate this Agreement during initial term for your failure to pay SaaS Fees, you shall
pay us the following early termination fees:
aIf you terminate during the first year of the initial term, 100% of the SaaS Fees through
the date of termination plus 75'% of the SaaS Fees then due for the remainder of the
Initial term;
b. if you terminate during the second year of the Initial term, 100% of the SaaS Fees
through the date of termination plus 50% of the SaaS Fees then due for the remainder
of the initial term; and
c,
if you terminate after the second, year of the Initial term, 100% of the SaaS Fees through
the date of termination plus _-__.�`the ~~�~for the remainder -~~�~~-~.
initial term.
SECTION G—INDEMNIFICATION, LIMITATION OFLIABILITY AND INSURANCE
1. Intellectual Property Infringement indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets,
� and will pay the amount of any resulting adverse final judgment (or settlement to which we
y
consen1). You must notify us promptly in writing of the claim and give us sole control over its
defense orsettlement. You agree tmprovide uswith reasonable assistance, cooperation, and
information Indefending the claim atour expense.
1.2 Our obligations under thiis Section G(1) will not apply to the extent the claim or adverse final
judgment is based uoyour use ofthe Tyler Software imcontradiction ofthis Agreement,
including with non -licensed third parties, oryour willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right %ocontinue its use; (b)modify it tomake itmmn-im|ringUmB;or(o)replace |twith a
functional equivalent, |nwhich case you xvi1|stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement,
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
Uuenjoined byacourt ofcompetent jurisdiction, imaddition topaying any adverse final
judgment (or settlement to which we conisent), we will, at our option, either: (a) procure the
r|ghttucontinue its use; (b) modify it to make |tnon'|nfringing; (c) replace it with m functional
equivalent; or (d) terminate this Agreement and refund you the prepaid but unused SaaS Fees
2 IF SERVICES HAVE BEEN PRICED SEPARATELY FROM SAASpfES, THEN THE
for the year in which the Agreement terminates. We will pursue those options in the order
listed herein. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or (b) our violation of a law applicable to our
performance under this Agreement. You must notify us promptly in writing of the claim and
give us sole control over its defense or settlement. You agree to provide us with reasonable
assistance, cooperation, and information in defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third -party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(2), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PRICES
SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE
FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO
SECTIONS G(1) AND G(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least $5,000,000, We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured