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Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 3
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION H — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, Including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all 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, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for 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 Maieure. 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 (10) business days of the Force Majeure event, the party whose performance is 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 is entered into solely for the benefit of 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 or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement: Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. 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 as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute 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) upon 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 by proper 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. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such 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 modefined byapplicable state law, Each party agrees that 11will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation mfconfidentiality will not apply tainformation that: (m)binthe public domain, either at the time of disclosure orafterwards, except bVbreach of this Agreement &yaparty mrits employees oragents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (o) a party receives from ath|/d party who has right to disclose Uttothe receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that inthe event you receive an open records or other similair applicable request, you will give us prompt notice and otherwise perform the fuinctions required by applicable law. 18. Business License. |mthe event a loca| business license is required for umto perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information sothat vvemay timely obtain such license. 19, Governing Law, This Agreement will be governed by and construed in accordance with the laws of your state ofdomicile, without regard toits rules onconflicts of law. � �O. . This Agreement may beexecuted |nmultiple / originals, any of which will be independently treated as an original document, Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed' an original signature and will be fully enforceable as if an original signature. Exchpartynepresentstotheo1herthat1bexUgnutoryoetforthbe|owisdm|ymuthodzedtobindthat party tathis Agreement. 22' Cooperative, Procurement. Tothe maximum extent permitted byapplicable law, xveagree that this A0reemen1maybewsedeoaonopprativepvocunementveh|ckebyeUigib|ejudsdkt|ons. We reserve 1berigbttonegotiatmmndcustmmKzethetermsandmumdi1Uonsnetforthhereim,indwdimgbutnot limited to pricing, to the scope and circumstances of that cooperative procurement, 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1Business Travel Policy Exhibit Service Level Agreement Schedule 1: Soppm/tCall Process Exhibit 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: Title: Date' Address for Notices: Tyler Tech no|o8ies Inc. One Tyler Drive Yarmouth, K4EQ4096 Attention: Associate General Counsel [INSERT CLIENT NAME 8y' Name: Title: Date' Address for Notices: INSERT CLIENT NAME INSERT INSERT Ij Exhibit A Investment Summary The following Investment Summary details the software 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK le r hUn�0�i�S Exhib�it B Invoicing and Payment Policy \Newill provide you with the software and services set forth inthe Investment Swmmaryof1he Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth i�n the Agreement. 1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term asset forth inSection F(1)ofthis Agreement. Your annual Saa8fees for the Initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SmaSfees will beetour then -current rates. I Other Tyler Software and Services. 2.1 Project Planning Services: Project planning services are invoiced upon delivery ofthe implementation planning document. 2.2 VPN Device: The fee for the VPN device will be invoiced upon, installation of the VPN. 2.3 Implementation and Other Professional Services(including : Implementation and other professionial services (including training) are bHled and invoiced as delivered,at the rates set forth, |mthe Investment Summary.^ 14 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted omfixed-fee services, they vviUbeinvoiced 58%upon your acceptance of the Business System Design document, by module, and SO% 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 otime and materials basis. 2.5 Conversions: Fiixed'-fee conversions are invoiced 50% upon initial delivery of the converted data, byconversion option, and 50%upon Client acceptance to load the converted data into Live/Production environment, bvconversion option. Where conversions are quoted ms estimated, vvewill bill you the actual services delivered on o time and materials basis.' s UFIMPLEMENTATION SERVICES, ETC. ARE QUOTED ASPART OFSAAS FEES, REPLACE THIS TEXT WITH: "IMPLEMENTATION AND CONVERSION SERVICES ARE QUOTED AS PART OF YOUR SAAS FEES, AND WILL BEINVOICED ASSET FORJHA8OVE.~ 2.6 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon 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. 2.7 Other Fixed Price Services: 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 uipon delivery of the implementation Planning document. 2.,8 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 R5% 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. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading, 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 4. Expenses. The service rates in the Investment Summary do not 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 is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. 5. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a, credit for the maintenance and support fees prepaid for the Tyler Software for the time period! commencing on the first day of the SaaS Term.5 Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We ' USE FOR FLIP CONTRACTS WHERE THE SAAS TERM BEGINS BEFORE THE END OF THE ANNUAL MAINTENANCE TERM. prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc. — Operating e r � ty N����Nes Exhibit B Schedule 1 Bus,iness Travel Policy 1 AirTravel A. Reservations, &Tickets Tyler's Travel Management Company (TMC)ov|0provide anemployee with adirect flight within two hours before orafter 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. |fanet savings cf $20Oormore (eanhway) ispossible through a connecting flight that is within two hours before or after the requested departure time and that doesno1addmmorethomthreehoumtotheemp|oyeo'akmta|tripdurot|on,thecnnoectKogfUQht should beaccepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least � two 1(2)weeks imadvance ofuommnitments,. Aseven day advance booking requirement |s ~ mandatory. When booking less than seven days in advance, management approval willl be required. Except |mthe case ofinternational travel where a, segment of continuous air travel bscheduled to exceed 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: • Uptnfive days = one checked bag • Six or more days = two checked bags Baggage, fees for sports equipment are not reimbursable. 2. GroumdTrawsportatAon A. Private Automobile Mileage Allowance — Business use wfanem private eutomobNewill bereimbursed atthe current IRS allowable rate, pUmsout ofpocket costs for tolls and parking. Mileage will beoalcmllated by using the employee's office as the startling and ending point, in compliance with IRS reguiations. l Employees who have been designated a home office should calculate miles from their home. B, Rental Car Employees are authorized to rent cars only in conjunction with, air travel when cost, convenience, and the specific situation reasonably require their use, When renting acar for Tyler business, employees should select a°mid`o|ze"or°Internmed|ute"car. "FuU"size cars may berented when three nrmore employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on the rental agreement should be declined, 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 (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per them rates and will not be reimbursed separately. D. Parking &Tolls When parking at the airport, employees must use longer term parking areas that are measured in days msopposed tohours. Park and fly options located near some airports may also beused. For extencled, trips that would result in excessive parking charges, public transportation to/from the airport should beconsidered, Tolls will bereimbursed when receipts are presented, 3. Lodging Tyler's TIVIC will select hotel chains that are well established, reasonable in price, and conveniently located lnrelation tothe traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Ham ptomInn, and Holiday Inn Express. |fthe employee has udiscount rate with alocal hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships intravel clubs such asAAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" mcancellation fees are not reimbursable ifthe employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per them rate and are not reimbursed 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status are in accordance with the federal per them rates published bvthe General Services Administrathon. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Perdiemmtesore A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Da Depart before 12:00 noon Depart after 12:00 noon Return Day Return before 12:00 noon Return between 12:00 noon & 7:00 p.m. Return after 7:00 p.m.* Lunch and dinner Dinner Breakfast Breakfast and lunch Breakfast, lunch and dinner *7:00 p.m. 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 diem as follows: • Breakfast 15% • Lunch 25% • Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner 5. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. le r Exhibit C SERVICE LEVEL AGREEMENT Agreement Overview This SLAoperates inconjunction with, and does not supersede o,replace any part of, the Agreement. |t outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented inthe Support Call Process. U. Definitions. Except as defined be|mv« all defined terms have the meaning yet forth in the Attainment: The percentage of time the Tyler Software is available during m oo|emdor quarter, with percentages rounded tothe nearest whole number. Client Errorincident: Any service unavailability resulting from your applications, content or equipment, or the acts or nm|o|onx of any of your sem|ms users or third -party providers over whom we exercise no control. Downtime: Those minutes during which the Tyler Software is not available for your use, Downtime does not include those instances inwhich only uDefect |opresent. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force Majeome. Ill. Service Availability The Service Availability ofthe Tyler Software isintended 1obe24/7/365. VVeset Service Availability goals and measu!res whether we have met those goals by tracking Attainment. a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support incident number. You must document, in writing, all Downtime that you have experienced during a calendar quarter. You must deliver such documentation tonswithin 30days ofaquarter's end. The documentation you provide must evidence the Downtime clearly and convincingly. bmust include, for example, the support incident number(s)and the date, time and duration ofthe Unwntime(s). b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Client Error Incident orForce K4aieure). VVewill also work with you 10resume normal operations. Upon timely receipt ofyour Downtime report, me will compare that report toour own outage logs and support tickets toconfirm that Downtime for which vvewere responsible indeed occurred. We m/i|U respond to your Downtime report within 30day(s) of receipt. Tothe extent w/a have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. C. CIlien0Relief When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 596ofone quarter ofthe then'cwrnemtSaa3Fee. The, total credits confirmed byun|none ormore quarters mfa billing cycle will bpapplied tothe SaaSFee for the next b|||inQcycle. Issuing ofsuch credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Even/ quarter, we will compare confirmed Downtime to Service, Availability. In the event omtuai| Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly You may request a report from us that documents the preceding quarter's Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. IV. Applicability The commitments set forth in this SLA do not apply during maintenance windows,Client Error Incidents, and Force Ma]eure. We perform maintenance during limited windows that are hbtorica0y known to be reliably low - traffic times, if and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice ofthose windows and will coordinate tothe greatest extent possible with, you. V. Force Majeure You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure to do so is caused by Force KAmjemn*. inthe event ofForce Majeune, wewill file with you o signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting our request for relief pursuant to this Section. You will not unreasonably withhold its ty�ler Exhibit C Schedule I Support Call Process Support Channels Tyler Technologies, Inc, provides the following channels of software support: (1) Tyler Community —an on-line resource, TylerCommunity provides avenue for all Tyler clients with current maintenance agreements tocollaborate with one another, share best practices and resources, and access documentation. (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 Technologies w/*bsiLe. (3) Emal|—for|eoswrgent situations, users may submit unlimited emails directly to the software support 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) Ty|erVVebsite—Y.1ei—for accessing client tools and other information including support contact information. (2) Tyler Community — available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase — A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates — where development activity is made available for client consumption Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday) across four 0Stime zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day aifte,r Than ksgivi:ng Independence Day Christmas Day Labor Day Issue Handling Incident Tracking Every support incident |slogged, into Tyler's Customer Relationship Management System and given munique incident number. This system tracks the history of each incident. The incident tracking number is used to track 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 chia rtbnot 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 or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance ofthe issue and to describe generally expected responses and resolutions. Priority Characteristics of Support Incident Resolution Targets Level Support incident that causes (a) Tyler shia,ll provide an initial response to Priority Level complete application failure or 1 incidents within one (1) b,uisiness hour of receipt of application unavailability; (b) the support incident, Tyler shall use commercially application failure or unavailability in reasonable efforts to resolve such support incidents or Critical one or more of the client's remote provide a circumvention procedure within one (1) location; or (c) systemic loss of business day. For non -hosted customers, Tyler's multiple essential system functions. responsibility for lost or corrupted data is limited to assisting the chent in: restoring its last available Support incident that causes (a) Tyler shall provide an initial response to Priority Level repeated, consistent faiilure of 2 incidents within four (4) business hours of receipt of essential functionality affecting more the support incident. Tyler shall use commercially than one user or (b) loss or corruption reasonable efforts to resolve such support incidents or 2 of data. provide a circumvention procedure within ten (10) High business days. For noin-hosted customers, Tyler's responsibility for loss or corrupted data is limited to assisting the, client in restoring its last available Priority Level I incident with an Tyler shall providean initial response to Priority Level existing circumvention procedure, or a 3 incidents within one (1) business day of receipt of Priority Level 2 incident that affects the support incident. Tyler shafl use commercially oirilly one user or for which there is an reasonable efforts to resolve such support incidents 3 existing circumvention procedure. without the need for a circumvention procedure with Medium the next published maiinteniance update or service pack. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4 non -essential functionality or a 4 incidents within two (2) business days. Tyler shall Non- cosmefic or other issue that does not use commercially reasonable efforts to resolve such critical qualify as any other Priority Level. support incidents, as well as, cosmetic issues, with a future, version release. Inchdent£scolatioo Tyler Technology's software support consists nffour levels ufpersonnel: (1) Level 1:front'|ine representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take onescalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a singIe product or a product group Ifaclient 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 uponthe open issue and determine the necessary action twmeet 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 orto escalate mmissue through management channels asdescribed above. (Z) Email — clients can xandanemail tmsoftware support |norder 10escalate the priority nfanissue (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. 8emo/eJupprt Tool Some support calls require further analysis of the client's database, process or setup to diagnose a problem or toassist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Support is able to quickly connect tothe cUient'x desktop and view the site's setup, d|o0nuoe problems, or assist with screen navigation. More information about the remote support tool Tyler uses isavailable upon request. Exhibit D End User License Agreemeint6 REMAINDEP, OF PAGE INTENTIONALLY LEFT BLAND:. INCLUDE ONLY WHERE TYLERFORMS ARE PART OF LICENSED MODULES. 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. DocOrigin 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 software 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 using 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 should 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 (II) 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.docorigin.com 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 on 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 further 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 continue 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 all 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 reseilers 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.com on a single machine and 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 terns 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 terns 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 on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of 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 260 customers may contain 1,000 pages, this will 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 (Le. PDF), 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 duplexed, tills 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 the 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. 1.7 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. 2. LICENSE RESTRICTIONS Any 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 the 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 otherwise 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 with 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 frorn 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 availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the 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 the 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 locked, 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 DocOrigin, 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 the 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. 5. 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. 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 IN 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, 8.1 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 implied 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 wilt 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. 8.4 Governing Law 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 courts of the Province of Ontario shall have jurisdiction over any 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. 8.5 Entire Agreement. This Agreement is the 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 You. This Agreement may be amended or otherwise modified by OF Software Ltd. from time to time and the most recent version of the Agreement will be available on the OF Software website www,docorigin.com. Last Updated: [July IS 2013] ty er CUro 1-11 lolo&s) Exhibit D MyGovPay/Virtual'Pay and IVR 1. MyGovPay/VirtualPay Licensing 1. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer elects to use MyGovPay or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for Citizen Users to use for processing online payments. (a) Special MyGovPay/VirtualPay 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 andl Occurrence Fees, over which Tyler Technologies has no authority, "MyGovPay"means the Product of Tyler Technologies that allows 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 MyGovPay/VirtualPay. "Virtualfty" means the Product of Tyler Technologies that allows the Customer to accept and process citizen, user's credit or other payment card using the EnerGov Software. (b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPaiy the following terms apply: (1) Customer must apply for and agree to a Merchant Agreement with Persolvent. (2) Customer agrees that Citizen Users willl 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 VirtualPaiy, 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 Use Fees EnerGoVs MyGovPay (Online / card -not -present payments)** **ACH processing is available for a fee of $20 per month and $0.30 per transaction. EnerGov's VirtualPay (retail card present) Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $30, Contractor reserves the right to apply an additional $0.20 service fee above the quoted rates above. 3. Interactive „VoltRespo nse e ("IVR"). if IVR is selected by Customer and included in the pricing, the following ,ons,,,.,.,_.._ additional terms and conditions shall apply of this Agreement: (a) Network Security. Customer acknowledges that a third -party is used by Tyler Technologies to process IVR data. Customer's content will pass through and be stored on the third -party servers and will not be segregated or in a 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 be used solely in conjunction with the EnerGov Software. (c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. (d) Critical Application. Customer will not use the IVR system for any life-support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in getting medicate care or other emergency services. (e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be Knowingly transmitted by Customer or Users. (f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR IVR. t y I e r II Exhibit E Statement of Work 1.0.2 MAS-1 F i� F sc,rmw AcR L E VI EAT Please reference the Master Escrow Agreement on the following pages. 57 (Ity of Pf,,rid, IN MIMY Mffiml I)yQcm E"ELTM DATE' MAsrFRDEPosx'rACeotmiTNUMWR- t3 5! W THREE -PARTY MASTER DEPOSITOR USCROW SE, RVICF, AGREEMENT 1. Introduction. This Three -Parry Master Depositor Escrow Service Agreement (the "Agreement") is entered into by and between Tyler Technologies, Inc., ("Depositor"), and by arty additional party enrolling as a "Beneficiary" upon execution of the Beneficiary Enrollment Forth attached as Exhibit E to this Agreement and by Iron Mountain Intellectual Property Management; Inc. ("Iron Mounlain'�_ Beneficiary, Depositor, and Iron Mountain may be. referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement. (a) The use of the term "services" in this Agreement shall refer to Iron Mountain services that facilitate rite creation, management, and enforcement of software or other technology escrow accounts as described in Exhibit A attached hereto ("Services"). A Party shall request Services under this Agreement by submitting a work request for certain Iron Mountain Services ('Work Request") via written instruction or the online portal maintained atthe website located at wwwJrpUM9untaincomicct.c m or other websites owned or coptrolled by Iron Mountain that are linked to that website (collectively the "Iron Mountain Website"). (b) The Beneficiary and Depositor have, or will have, entered into a license agreement or other agreement conveying intellectual property rights to the Beneficiary ("X icense Agreement"), and the Parties intend this Agreement to be considered as supplementary to the License Agreement pursuant to Title 11 United States [Bankruptcy] Code, Section 365(n), 2. Depositor kgpensibilitim and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary teebnvlogy and other materials covered under this Agreement (deposit Materlar') to Iron Mountain within thirty (30) days of the Effective Date. Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and functional copy of Deposit Material is deposited with Iron Mountain, at all tithes. At the time of each depositor update, Depositor will provide an accurate and complete description of all Deposit Material sent to Iron Mountain via the Iron Mountain Website or using the form attached hereto as Exhibit 13, (b) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit or alter the rights and obligations of Iron Motmtain under this Agreements Depositor warrants that with respect to the Deposit Material, Iron Mountain's proper administration of this Agreement will mot violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. (d) Depositor agrees, upon request by Cron Mountain, in support of Beneficiary's request for verification $ervices, to promptly complete and rcturh the Escrow Deposit Questionnaire attached hereto as Exhibit Q. Depositor consents to Iron Mountain's performance of any levels) ofverification Services described in Exhibit A attached hereto and Depositor ftinther consents to Iron MouuWn's use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Iron Mountain shall be responsible for the delivery of Services of any such subcontmctor as if Iron Mountain: had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Bequest for such Services or agrees to use commercially reasonable ellCorts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably caoperato with Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. 3. Beneficiga Res onsibilities and 1R.e resentations. (a) Beneficiary acknowledges that, as between Iron Mountain and Beneficiary, Beneficiary assumes all responsibility for the completeness and functionality of all Deposit Material. (b) Beneficiary may submit a verification Work Request to Iron Mountain. for one ofmore of the Services defined in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 1 of 13 Services. Beneficiary warrants that Iron Mountain's use of any materials supplied by Beneficiary to perfoim the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. 4. Iron Mountain Res Dnsibiiities and Re resentations. (a) Irou Mountain agrees to use commercially reasonable efforts to provide the Services requested by Authorized Persons) (as identified in the "Authorized Person(s)/Notices"Fable" below) representing the Depositor and Beneficiary in a Work Request. Iron Mountain may reject a Work Request (in whole or in part) that does not contain all required infoxmation at any time upon notification to the Party originating the Worts Request. (b) Iron Mountain will conduct a visual inspection upon receipt of any Deposit Material and associated Exhibit B. If Iron Mountain dctemunes that Elie Deposit Material does not match the description provided by Depositor represented in Exhibit B attached hereto, Iron Mountain will notify Depositor of such discrepancies and notate such disoxepaucy on the Exhibit B. (c) Iron Mountain will provide notice to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement. (d) Iron Mountain will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work (SOW'). Iron Mountain and the requesting Marty will mutually agree in.writing to a SOW on the following terms and conditions that include but are not limited to: description of Deposit Material to be tested; description of verification testing; requesting Party responsibilities; Iron Mountain respow1bilities; Service Fees; invoice payment instructions; designation of the paying Patty; designation of authorized SOW representatives for both the rWeAing Party and Iron Mountain with name and contact information; and descriptions of any final deliverables, prior to the start of any fulfillment activity. After the start offulfillment activity, each SOW way only be amended or modifred in writing with the mutual agreement of both Paitics, in accordance with the change control procedures set foxth therein. (e) Iron Mountain will hold and protect all Deposit Material in physical or electronic vaults that are either owned or under the control of Iron Mountain, unless otherwise agreed to by the Parties. (f) Upon receipt of written instructions by Depositor, Iron Mountain will permit the replacement or removal of previously submitted Deposit Material. (g) Iron Mountain will return the Deposit Material to Depositor upon termination ofthis Agreement. If reasonable attempts to return the Deposit Material to Depositor are unsuccessful, Iron Mountain shall destroy the Deposit Material. 5. )Payment. The Party responsible for payment designated in Exhibit A ("Paying Party") shall pay to Iron Mountain all fees as set forth in the Work Request ("Service Fees')_ Except as set forth below, all Service Fees are due to Iron Mountain within forty- five (45) calendar days from the date of invoice in U.S. currency and are non-refundable. Iron Mountain may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the Term of this Agreement. Iron Mountain shall not increase Service Fees by more than eight percent (80/.) per year. The Paying Party is liable for any taxes related to Services purchased under this Agreement or shall present to Iron Mountain an exemption certificate reasonably acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to die extwit possible. Any undisputed Service Fees not collected by Iron Mountain wizen due shall bear interest until paid at a rate of one percent (1%) per month (12% per annuni) or the maximum rate permitted by law, wlbichever is less. Notwithstanding, the non-performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, Iron Mountain is entitled to be paid all Service bees that accrue during the Term of this Agreement 6. Term and Termination. (a) The initial "Terns" of this Agreement is for a period of one (1) year from the Effective Date ("fnitial Term") and will automatically renew for additional one (1) year terms (each a "Renewal Terns") and continue in full force and effect until one of the following events occur: (i) Depositor provides Iron Mountain with sixty (60) days' prior written notice of its intent to cancel ibis Agreement; (ii) Beneficiary provides iron Mountain and Depositor with sixty (60) days' prior written notice of their intent to terminate this Agreement:; (iii) the Agreement teiritiivates under another provision of this Agreement; or (iv) any time after the Initial Tenn, Iron Mountain provides one hundred eighty (180) days prior written notice to the Depositor and Beneficiary of Iron Mountain's intent to terminate this Agreement During this notice period, Iron Mountain's Service Fees shall be paid by the Paying Party. If the Effective Date is not specified above, then the last date noted on the signature blocks of this Agreement shall be the Effective Date. (b) Unless the express terns of this Agreement provide otherwise, upon termination of this Agreement, Iron Mountain shall return. the Deposit Material to the Depositor. If reasonable attempts to return the Deposit Material to Depositor are unsuccessful, Iron Mountain shall destroy the Deposit Material. M3P D Rev. 06/01/08 02008 Iron Mountmn Incorporated. Page 2 of 13 (c) 'In the event of the nonpayment of undisputed Service Fees owed to Iron Mountain, Iron Mountain shall provide all Parties to this Agreement with written notice of iron Mountain's intent to terminate this Agreement Any Party to this Agreement shall have the right to snake the payment to iron Mountain to cure the default. If the past due payment is not reoelved in full by Iron Mountain within forty-five (45) calendar days of the date of such notice, then Iron Mountain shall have the right to terminate this Agreement at any time thereafter by sending written notice to all Parties. Iron Mountain shall have no obligation to take any action under this Agreement (except to those obligations that survive termination of this Agreement) so long as any undisputed Service Fees due Iron Mountain under this Agreement remain unpaid. General Inudenmity. Subject to Section 10 and 11, each Party shall defend, indemnify and hold harmless the others, their corporate affiliates and their respective officers, directors, employees, and agents and their respective successors and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees), arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its subcaartractors, or the officers, directors, employees, agents, successors and assigns of any of them. S. Warran#Ics. (a) IRON MOUNTAIN WARRANTS ANY AND ALL SERVICES PROVIDED IUREUNDER SHALL BE PERFORMED INA WORKMANLIKE MANNER.. EXCEPT AS sPEaFm IN THIS SECTION, ALL EXPRESS OR IM uo) CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, 'WITHOUT LIMITATION, ANY EvIPL1ED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY IRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND .EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON -CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS F-SSI?NTIAL PURPOSE, TFM WARRANTY PROVIDED IS SUBJECT TO THE LH&TATION OF LIABILITY SET FORTH IN THIS AGREEMEbI'l'. (b) Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Depositor Information during the Term of this Agreement (c) Beneficiary warrants that all Beneficiary information provided hereunder is accurate and reliable aid undertakes to promptly correct and update such BeneFxclary lnformadon during the Term of this Agreemennt. (d) Ownership Warranty. Depositor warrants that it is the owner or legal custodian of the Deposit Material and has felt authority to store the Deposit Material and direct their disposition in accordance with the terms of this Agreement. Depositor shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable legal fees) by reason of Iron Mountain's compliance with the instructions of Depositor in the event of a dispute concerning the ownership, custody or disposition of Deposit Material stored by Depositor with Iron Mountain, Confidential Information. iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as provided in this Agreement Iron Mountain shall not use of disclose the Deposit Material. Iron Mountain shall not disclose the terms of this Agreement to any third party. If von Mountain receives a subpoena or -any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron Mountain will immediately notify the Parties to this Agreement unless prohibited by law. Ater notifying the Parties, Iron Mountain may comply in good faith with such order. It shall be the responsibility of Depositor or Beneficiary to challenge any such order; provided, however, that Iron Mountain does not waive its rights to present its position with respect to any such order. iron Mountain will cooperate with the Depositor or Beneficiary, as applicable, to support efforts to quash or limit any subpoena, at such party's expense. Any Party requesting additional assistance shall pay Iron Mountain's standard charges or as quoted upon submission ofa detailed request. 1.0. Limitation ofLiabili NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALL LIABILITY, IF ANY, WDETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OF, OWED TO IRON MOUNTAIN UNDER. THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN 11BLATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSITS. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR. (I) ANY CLAIMS OF M3P D Rev. 06/01/08 02008 Iron Mountan Incorporated Page 3 of 13 INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR TRADEMARK; (II) LIABILITYFOR DEATH OR BODILY INJURY; (Ill) PROVEN THEFT; OR (IV) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 11. Conseguential Damages'GVaiver. IN NO EVENT SMALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA. OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, 'TORT (INCLUDING NEGLIGENCE) OF, OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES. 12. General. (a) 1ucuworatLpUofWorkRrAucsts. All valid Depositor and Beneficiary Work Requests are incorporated into this Agreement. (b) Purchase Orders. In the event that the Paying Party issues a purchase order or other instrur tent used to pay Service Fees to Iron Mountain, any terms and conditions set forth in the purebase order which constitute terms and conditions which are in addition to those set forth in this Agreement or which establish conflicting terms mud conditions to those set forth in this Agreement are expressly rejected by Iron Mountain. (c) Right to Make Copies_ Iron Mountain shall have the right to make copies of alt Deposit Material as reasonably necessary to perform the Services. Iron Mountain shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on Deposit Material onto any copies made by Iron Mountain. Any copying expenses incurred by Iron Mountain as a result of a Work Request to copy will be home by the Party requesting the copies. Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material in order for Iron Mountain to perform Services. (d) Choice of Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. (e) Authorized Person(s). Depositor and Beneficiary must each authorize axed designate one person whose actions will legally bind such party ("Authorized Person(s)" who shall be identified in the Authorized Person(g) Notices Table of this Agreement) and who may manage the Iron Mountain escrow account through tho Iron Mountain Website or written instruction. The Authorized Person(s) for each the Depositor and Beneficiary will maintain the accuracy of their name and contact information provided to Iron Mountain during the term of this Agreement. (f) Right to Rely on Instructions. Iron Mountain may act in reliance upon any instruction, irtst�rument, or signature reasonably believed by Iron Mountain to be genuine and frova as Authorized Person(s), officer, or other employee of a Party. Iron Mountain may assume that such representative of a Party to this Agreement who gives any written notice, request, or instruction has the authority to do so. Iron Mountain will not be required to inquire into the truth or evaluate; the merit of any statement or representation contained in any notice or document reasonably believed to be from such representative. With respeetto Release and Destruction of Deposit Materials, Iron Mountain shall rely on an Authorized Person(s). (g) Force Majeure. No Party shall be liable for any delay or failure in performance due to events outside the defaulting Parry's reasonable control, including without linutation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day -today basis for the time period equal to the period of the excusable delay. (h) Notices. All notices regarding Exhibit C (release) shall be sent by commercial express mail or other commercially appropriate means that provide prompt delivery and require proof of delivery. All other correspondence, including invoices, payments, and other documents ar►d communications, may be sent electronically or via regular mail. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice to last known address of the other Parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic snail, the postal authorities by mail, through messenger or commercial express delivery services. (i) No Waiver. No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any other right under this Agreement. a) Assigntnent No assignment of this Agreement by Depositor or Beneficiary orally rights or obligations of Depositor or Beneficiary under this Agreement is permitted without the written consent of Iron Mountain, w}rich shall not be M3F D Rev_ 06/01/08 02008 Iron Mountain Incorporated. Page 4 of 13 unreasonably withheld or delayed, provided, however, Depositor may, without the prior written consent of Iron Mountain, assign this Agreenicut in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of the Depositor's assets. zron Mountain shall have no obligation in performing this Agreement to recognize any successor or assign ofDepositor or Beneficiary unless Iron Mountain receives clear, authoritative and conclusive written evidence of the change of parties. No assignment of this Agreement by Iron Mountain or any rights or obligation of Iron Mountain under this Agreement is permitted without the written consent of Depositor, which shall not be unreasonably withheld or delayed, provided, however, that Depositor's consent shall not be required for any assignment ofthis Agreement to an Iron Mountain subsidiary or other Iron Mountain entity. (k) Severability. Litt the event any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall he null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in frill force and effect. If this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for any Party, as determined by such Party in its sole discretion, then the affected Party may terminate this Agreement by written notice to the others. (l) bndepemdent Contractor Relatiotzs. Depositor and Beneficiary understand, acknowledge, and agree that iron MountahCs relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship. (m) Attorneys' Fees. In any suit or proceeding between the Parties relating to this Agreement the prevailing Party will have -the right to recover from the other(s) it's costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment.. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and notbe merged into any such judgment. (n) No Agency. No Party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever. (o)joispIges. Any dispute, difference or question relating to or arising among any of the Parties concerning the construction, meaning, effect or implementation of this Agreement or the rights or obligations of any Party hereof will be submitted to, and settled by arbitration by a single arbitrator chosen by the corresponding Regional Office of the American Arbitration Association in accordance with time Corntnereial Rules of -die American Arbitration Association. The Parties in dispute shall submit briefs of no more than ten (10) pages and the arbitration bearing shall be limited to two (2) days maximum. The arbitrator shall apply Texas law. Unless otherwise agreed by the Parties, with agreement by iron Mountain not to be unreasonably withheld, arbitration will take place in Dallas, Texas, U.S.A. Any court having jurisdiction over the matter may enterjudgment on the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by regular mail or by commercial express mail, to the attorney for the Party or, if unrepresented, to the Party at the last known business address. if however, Depositor andlor Beneficiary refuge to submit to arbitration, the matter shall not be submitted to arbitration and Iron Mountain may submit the matter to any court of competent jurisdiction for an interpleader or similar action. Unless adjudged otherwise, any costs of arbitration incurred by Iron Mountain, including reasonable attorney's fees and costs, shall be divided equally and. paid by Depositor and Beneficiary. (p) Re ations. All Parties are responsible for and warrant, to the extent of their individual actions or omissions, compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export and re-export laws; and government regulations of any country from or to which the Deposit Material may be. delivered in accordance with the provisions of this Agreement. (q) No Third Pgrty Rights. This Agreement is made solely for the benefits of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties hereto. (r) Entire A reememmtI The Parties agree that this Agreement, which includes al I the Exhibits attaicbed hereto and all valid Work Requests submitted by the Parties, is the complete agreement between the parties hereto conoerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions, uxrderstandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. Each of the parties herein represents and warrants that the execution, delivery, and performance of this Agreement bas been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this AgreemmnG This Agreement may only be modified by mutual written agreement of the Parties. (s) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all ofwhicb together shall constitute one instrument. M3P D Rev, 06/01108 02008 Iron Mountain incorporated, Page 5 of 13 (t) Survival. Sections 6 (Term and'Terrainnation), 7 (General. lndemnibt 8 (Waumfies), 9 (Confidential Information), 10 (Limitation of Liability), 11(Consegaetr#ial Damages Waiver), and 12 (General) of this Agreement shall survive termination offhis Agreewnt or any Exhibit attached hereto. DElPOSITOX - PILER TECHNOLOGIES, INC. Gd+TAA IJRk,- PtcNe: R3cha�rcT ete�cson, J President — PIS Diviu:L DATE; September 25, 2008 I�lfiikx�,AUiDt�S3 Approved as to Qpoxs4 MW Centeat: TrBnl4lewabsim.�era4ons • L l`ixole Yiiin� (:ontraets8pecialist Dab. Septrmlyer 19, 2008 �n MON MOUNTAW MUJXC .'U,AL PROPERTY MAMA T,1NC. tTNTNAM6- r<y Kgnolsh Mon ter~ or or operations DATE- vZ I ammADDRM: ipmelifflift=NicescedirgulouniY:ln.eom Appimred as to Yarm and Crnben4 Irau Mowdmu lega D'Pzdment 7amtcs�. Raymond, Caigtratts 5peciaGet Date Sept 8, 2008 NoiRc ,AinwoRuxj) P RsprlslNOMRS TABLY, BU MG CONTACT hMORMATION TABLE Am %XMM7rS FOIWW MV D Rev. 061Di148 02008 Trod t 1VImmtsia 1ncx T&raWCt Page 6 of I3 bgpOSITOR AUTDOW2zD PERw.N(S)INOTICE9 TABLE Please provide the mme(s) and contact information of the Autlsortzed Pemoa(s) under Ibis Agreemmt. All notices Will be qmf e1 netmni nallw andldr ffirouah remiar mail to the appropriate address set forth below. FrmrNAME: Macey M. Gerard Tara: Cmat:racts Hanager EMAmArmr�&ss s seep. %, aTdit lerteC STRFZTADIDRM 370 US Route 1 1?ROVIM7JQWY/8TATE Faliuotxth ME kosrAuWPCo»E 1.04105 ftORENvnMs 800-772-2260 FAxNu=Y 207-481-2459 . COM. jimuNG CoNTAcT mopxmAum TADjx please provide the natue and contact infprmatian of the Billing Contact under tbis Agreement. All iuvnzces will be seat ralPram„Teallrr andJnr thrfftmh reeular mail to the appILYZ7riato address set forth below. P'P"FNAM: Lisa Carpenter ,crux Senior A P 5 ecialisi: I?AwGADDwr ss lisa. carpenterftyl.erte STREETADAR1i58 370 US Route 1 FR6v¢,uatJ4yXry/STATE Falmonth, 142 xpSWA07"CONK 04105 roomNamBM 800-772-2260 RAMNUMBER 207 781-2459 h.com IRON MOUNTAM INTELLECTUAL PROPERTY MANAGEMM, INC. All notices should be sent to' utsheotsenriom 'onmountain com OR Iron M- mmtain Intellectual Property btlata gent, Im, Atbx Client Services, 2100 Nomoss Parkway, Smite 150, Norcross, Ge og0a, 30071, USA_ a M3P B Rev. 06/01108 02008 Twit MOURtain lncmzporat6d. Page 7 of 13 MUST BE COMPLETE)) EatmrrA -Escrow Service Work Request - Deposit Accouat Number: _5 t-.3r YJC�;-..�,.:..�::��-=x.............i•PAYtN'CPAtYiK.:',. y4'.-.. lforMk7l+f7:,=�.4L.PF1SliOR`-? • ? O14Fr '�-' ' AnrnVtir. ec . uZ6itx{xsj to All sci, rcesa :listed Wow-'scriftes,in slr�ded•rnbles ale required•.every new escrow accatsnt �th�. FEES , . _Check.to'de tify ;:- �nb oraeserYHes,kpaY•:not:beavad4leundertheAgteemc>at Ctrs:'-_'- N ftw Jae' ..... Itnti fle ,n,�tpttainiiaril seEirp-a ne}cro�y-de i, sit ttciniuiE:ii�ing astan iidcs�y;oSlFagCeripan , ..: r Qo igQj C11�r fiastiractt B3�oYdif biorrbibLittaitt seG�a :: l f�Y7.56 12epb flit+'a �R; �Ii�pox�fA;C,Cituril Cuotrcotntldts at�subJect vYiil bneTleposrtaceoit ioaphnageanadtrunistFateat#e4stal7eposttT+idctaltiuEwtllsecunetini � �. T(enefiera � p9 � - a-E41r1[n-11et47ifOX27,t!1tVifap[ri£ll;11't,�,le�l�It;.f�n iVi4l 41jiW{ilthYYtC�C I��CGlitl,ItiSe'r�i1C1;S�l'la. iltrinpgczoir 3=::_ _.. $ieruenGenfei"IN 4l{c�aiitiunWnteddeAosrt�,,NIeo�'opicraultg;acdtolin�nMoimtairtC6liut�Ttyv l+l(attageatent nier rsecla and tle:aofuuntmanagement;ep ksskdtrofeleetr4 F �T E;l s four :>f1l? AtEeli% iZEgtteSfs,�artimnnteatto�ots}atusCfue>divianierIptocacftdepos1t0tIG l[•1lfttlq;y bccoubtsiniipr4vlQ�lri rfi9tipar�re<�uettRpgtttaldsecureln"xeiacxessfoilte�cQaxnd r = r ensurei{ifil4r5[tG]cRequests An oveisrzefeemay alfdi�luariittu:tlri¢Eulf�l! �htn>itie4rtest�t6addailee�G6farx#dhnynum�era�esct6iepusrtl,,IIceghts�ritierls- inCLtiinscrflvi ft[kementad eaCee�srt tSCerlltedhVitbICCCn}�77sryWii �r �) pnss161d,>3Rite"T;ri�_ rruerrt''C'etlte:� �oJ°�g . .. - VS71f'lbarlg,ZciR�T3olrnn 4,1�7�1}.11s�a�1T�d�'"Es�rti?+Ilvlrillagetn`e�Cet41er3foK�E;enie:�line , _. tmrkitw4:rk_t.�tiicvjinktsglt~•�;tadarL: a grefitiviP9¢EktireEl�6,sEttp mties*�ssrdutrPsoifasyia.ec�rlmtymi�il�nd�-�rt�•ss�lrA�. ttesfi3l,l�ltaipertuiytc r— 9ttinwl* E�lm !eiCcb'cllftrqts[rttt�2pr3taeihncjau edi.at L ❑ Add Additional Iron Momrfain will settip ormadditional deposit account to manage and administrate access to S1,00 ❑ Depositor -OR - Deposit Account new Deposit Material that, will be secure(ystoned fn controllcri media vaults in accordance with ❑ BeaeSciary the service description above and ilia Agtremmt that governs the Initial Dnpos€t Account, ❑ Add Additional Iron Mountain will fulfill a Wotk Request to add a new Beneficiary to an escrow deposit account $700 ❑ Depositor- OR - Bewificisry in accordance with the service description above and the Agreement- ❑Bomenciary ❑ Add Tkpo:sit At least semi-annually, hon Mountain will send an update reminder to Depositor. Tbaeaft, }VIA. $375 ❑ Depositor -OR - TracIdng Beateficiary wiU be notifired of last deposit . ❑ BenelGciary Notification El Add Pliiler ist Iron Mountain will fulfill a Work Request to provide a File List Testy which includes a deposit 52,500 NIA. ❑ Depositor - Olt. - Report media readability analysis, a file listiun<g, a file classification table, virus scar] outputs, and ❑ Beneficiary assurance of completed deposit quesdoruteire. A fhaal report will be sent to the Paying Party regarding the Deposit Material to ensure consistency between Depositor's reMsentutions {i.e., ExhibitB and DepwitQuestionnaire) and stored Deposit Material. Deposit mast be providcd on CD, DVD-R, or deposited by sFTP. []Add Level 1- Igor Mountain will perform an Inventory Test out the initial deposit, which includes Analyzing $5,000 or NIA ❑ Depositor - OR - linventory and deposit media readability, vhus scanning, developing file classification tables, identifying the based on ❑ Ilenefaeiary Analysis Test presence/absence of build instructions, and identifying ritaLerials recpuiredia recreate the SOW Ef Depositor's software development environment. Output includes areport which will include build custom instructions, file classification tables and listings. In addition, the report will list required work w software developruentmaterials, including, without limitation, required source codelanguitEes Mquired and compilers, third -patty software, libraries, operating systems, and hardware, as well as Iron Mountain's analysis of the de sit. ❑Add [.evel2 — Iron Mountain will fW611 a Work Requestto perform a Deposit Compile Test, which includes the Based on NIA ❑ Depositor � OR - Deposit Compik outputs oftM file Listing Report and the Level i - Inventory Test as described above pies 3Ovi' ❑ Beneficiary Test recmating the lepositor's sofivrva development cnvirosunent compiling source files and modules, linking libraries and recreating execulablecode, pass/fail datormination, creation of compmhensive build instructions with a final reportsent to the Paying Party regarding the Deposit Material, The Paying Party end Iron Mountain will agree on a custotu Statement of Work ("SOW") prior ur the stnrtof fultlllment. ❑AddLevel 3- Iron Mountain -%vill fulfill it Work Requestla perform one DepositUsability Test- Binaty KIA ❑Depositor -OR - Binary Comparison Comparison which includes a comparison of the files builtf to the lhpwit Compile Test to the B sad on ❑ Beneficiary eatial licensed technology on the Betieficiary's siw to ensure a full ntat h in file size, with a final report sent to the "besting Party regarding the Deposit Material, The Paying Patty and iron Mountain will agree on a custom Statement of Work (-SOW") prior to the startof flilfitfinettt, ❑Add Level 4 - Poll Iron Mountain will fulfill a Work Request to perform one Deposit Usability Test - l:utl U,%*aity NIA. ❑ Depositor - OR - TJsebitity which includes a confirmation that the built applications work properly when installed, based on $wcd on ❑ Beneficiary pre -determined test scripts provided by the Parties. A final reportwill be seat to die Paying Party sow regarding the Deposit Material. The Paying Party and Iron Mountain will agree on a custom Statement of Wark ('SOW) prior to the start of fulfillment. ❑ Add Iron Mountain will fiilfill a Work Request to store and manage the deposit materials in a remote N!A S500 ❑ Dclmsitor - t7R- DnaURemnte location, desi nand b the clicn outside oflrou Mountain's rims esumwvaultin location or g y � p ri 8 ❑ Beneficiary Vita thig to store and manage a redundatit copy of the deposit tttaterials in one (1) additional location. All Deposit Materials (original and no must be provided b' the sitar. ❑ Release Deposit Iron Mountain will process a Worts Request to release Deposit Material by following the speeiffc $500 NIA ❑ Depositor - Oit- i'+Saterial procedures defined inFadtibitC"Release afDepositMaterials"the_Fsaww,Service Agreement [joenel-inry ❑ Add Custom Iron Mountain will provide its l screw Expert consulting hosed on a custom SOW mutually S1751hour NIA ❑ Depositor - OR Services agreed to by all Parties. ❑ Reneftciary ❑ Custotir Contract Custom contracts are subject to the Custom Contract Fee, which covers the review and processing 5500 NIA ❑ Depositor -OR Fee ofcustomormodified contracts• © Beneficiary Note: Parties may submit Work Requests via written instruction or electronically through We online portal. ' l S% Setup Fee discount applies to the first year only. M3P D Rev. 06/01/08 02008 Iron Mousitain,tnr<mporated. Page 8 of 13 Exiix$IT B DEPOSIT MATERLAL MC 2IMON CoAwANY NAnsE: DErosIT ACCOUNT Numu: 13 Y!1z"& Drrosrr NAmr AND DEPOSIT V MON (Deposit Name will appear in account history reports) DEPosrrMEDm (FILEASE LABEL ALL AUDIA vnTII THE DHPow NAmE P.HovID>?ii Anovz) '�li��L+p1A'�YF.E'.: .:.. .. � .. , .. ... �'' : �UAK€ITit; i : •. : �'. I'1VIEBI��pE ;:'.:::a. f . `.':. " illy" ❑ CD-ROM/DVI,I ❑ 3.5" Floppy Disk ❑DLTTape ❑Dacnrrrentatiorl ❑ DAT Tape :. ❑ Hard Drive / CFU Circuit Board _'-q'!�'Ai�S1Z6:9iF�N.S3stIS�IOIV:�:;;:•��.`, (�p '1��F.�FIL'CS,':,-:.;:;:�,° f ;�d�Et1!L•tiiERS::: ❑ Internet File Transfer ❑ Other (please describe below): DEPOSITENCRYPEON (Please check either "Yes" or "No" below mad complete as appropriate) Is the media or are any of the files encrypted? ❑YO or ❑ No If yes, please include any passwords and decryption took description below. Please also deposit all necessary encryption softwarewith this deposit, Encryption tool name Version 1krdwore required So$w= required, Otbeir vequired information DEPosrr CEETIFIcxwoN (Please check the box below to Certify and !provide your Contact lnformo-don) © I certify for Depositor that the above described D3 p- sit Material has been transmitted electronically or sent via commercial a ress mail carrier to Iron Mountain at the address below. ❑ iron Mountain has inspected and accepted the above described Deposit Material either electronically or physically. Iron Mountain will no csitor of x!y discrepancies, NAME: NAB: DATE: DATE: EmAm ADDRFm: TxwaowE NulvBtr R: Note: 10elpositor is phnically sending De o it M#UrirjltojroB Mountaim,tease Label all media and mail all Deposit Materlxj with the appropriate Exhibit B via commercial a ress carrier to the folign—ing address: Iron Mountain Intellectual Property Management, Inc, Attu: 'Vault Administration 2100 Norcross Parkway, Suite 150 Norcross, GA 30071 Telephone: 800-875-5669 Far imiln- 77n-')19.91n1 M3P D Rev. 06/01/08 ®2008 Lnn Mountain Incorporated. Page 9 of 13 ExHI[Brf C RELEASE OF DEPOSIT MATMAL Deposit Account Number: .;? �� Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. All notices under this Exhibit C shall be sent pursuant to the terms of Section 12(h) Notices. Release Conditions. Depositor and Beneficiary agree that a Work Request for the release of the Deposit Material shall be based solely on one or more of the following conditions (defined as "Release Conditions"): (i) .Depositor's failure to cure a material breach of the License Agreement or other agreement between the Depositor and Beneficiary regulating the use of the Deposit Material covered under this Agreement; or (ii) Joint written instructions from Depositor and Beneficiary; or (iH) Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Re uvst. A Beneficiary may subruit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Reclirest within five (5) business days to the Depositor's Authorized Person. 3. Contrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement, Depositor representative(s) shall have ten (10) business days to deliver to Iron Mountain contrary instructions. Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured ("Contrary Instructions"). Contrary Inslruotions shall be on company letterhead and signed by an authorized Depositor represeritative. Upon receipt of Contrary Instructions, Iron Mountain shall promptly send a copy to Beneficiary's Authorized Person(s). Additionally, Iron Mountain shall notify both Depositor and Beneficiary Authorized Person(s) that there is a dispute to be resolved pursuant to the disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending (i) joint instructions from Depositor and Beneficiary with instructions to release the Deposit Material; or (ii) dispute resolution pursuant to the disputes provisions of this Agreement, or (iii) receipt of an order from a court of competent jurisdiction. 4. Releaase.of Deposit Material. If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative, Iron Mountain is authorized to release Deposit Material to the Beneficiary or, if more than one Beneficiary is registered to the deposit, to release a copy of Deposit Material to that particular Beneficiary only. Iron Mountain is entitled to receive any undisputed, unpaid Service Fees due Iron Mountain from the Parties before fulfilling the Work Request to release Deposit Material covered under this Agreement. Any Party may cure a default of payment of Service Fees. 5. Teruduation of Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain with regards to that particular Beneficiary only. 6. Right to [Jse krollowing Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefiits• afforded to Beneficiary by the License Agreemert. Notwithstanding, the Beneficiary shall not have access to the Deposit Material sunless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material. M31° D Rev. 06101108 02009 Iron Mountain Incorporated Page I0 of 13 F,XHoiT D AUXILIARY DEPOSIT ACCOUNT To -Escrow AaREEmENT Deposit Account N,pumber:� tea_ Auxiliary Account Number _("Depositor" ), and Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain") have entered into the above referenced Escrow Agreement (�Agreemeo ). Pursuant to that Agree► nt Depositor may create additional deposit accounts (" Auxlltary Deposit Account") for the purpose of Bolding additional Deposit Material in a separate account which Iron Mountain will maintain sepaiAtely from other deposit accounts under this Agreement. ne new account will be referenced by the following name: ("Deposit Account Name,). Pursuant to the Agreement, Depositor may submit xaterial to be held in this Auxiliary Deposit Account by submitting a properly filled out Exhibit B with the Deposit Material to Iron Mountain. For avoidance of doubt, BeneSaiary's rights and obligations relative to the Deposit Material held in any deposit account under this Agreement are governed by the express terms of the Agreement; this form does not provide any additional rights in the Deposit Materiel. The undersigned hereby agrees that all terms and conditions of the above referenced Escrow Agreement will govern this Auxiliary Deposit Account. The termination or expiration of any other deposit account will not affect this account_ DEPOSITOR SIGNA.TM: Prm T NAME: Tj T.1 : DATE: EmAvL Ammss IRON MOUNTAIN [NTELLECTUAL PROPERTY MANAGEMENT, INC. S1GHA'1'UM PRWr NAI1ff: TITLE; DATE: EUMLA.DDREss: 1 i air nmountain IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. All notices should be serif to i molientservices nmounta' .cotrr OR Iron Mountain Intellectual Property Management, Inc,, Attu: Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. M3P A Rev. 06/01/08 02009 Iron Moumuu. Incorporated. Page 11 of 13 PAYING PARTY COMPANY NAME: BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent to this individual at the address set forth below. PM W NANl , TITLE: EMAD, ADDRESS �`IILEETA: Rrss PRO'VINCEICITYISTATE POSTALIZW CODE PxoNE NumBER PAx NUMBER PURCILISE ORDER# DEPOSITOR SIGNATUIIE: PRINT NAME: TITLE: BATE: EMAm ADDRESS BENEFICIARY SIGNATURE: PRINT NAME: TITLE: DA'rs: EMAu, ADDRESS: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TITLE: DATE: EmAm ADonss: ipmclieutservices&ironmountain.coin All notices to Iron Mountain Intellectual Property Management, Inc, should be sent to ipinclientseivices aaronmountain.com OR Iron Mountain Intellectual Property Management, Inc., Attu. Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. M3P_D Rev. 01/01/08 ©2008 Iron Mountain Incorporated. This proposal is valid until September 1, 2009. EXO]Mrf Q EseRow DEPosrr QUEMONNA IE Introaftrction From time to time, Beneficiaries may exercise their right to perform verification Services. This is a Service that Iron Mountain provides for the purpose of validating relevance, completeness, currency, accuracy and functionality of Deposit Materials. Prrrpase of Questionnaire In order for Iron Mountain to determine the Deposit Material requirements and to quote Fees associated with verification Services, a completed deposit questionnaire is requested. It is the responsibility ofthe Depositor to complete the questionnaire. Instructions Please complete the questionnaire in its entirety by answering every question with agate data. Upon completion, please return the completed questionnaire to the Beneficiary asking for its completion, or e-mail it to iron Mountain to the attention of vertffcattond%f ronmountain.com &r-rmi, Deposit Questionnaire General Description 1. What is the general function ofthe software to be placed into escrow? 2. 4n what mediawill the source code be delivered? 3. What is the size of the deposit in. megabytes? Requirements for the Execution of the Software Protected by the Deposit 1. What are the system hardware requirements to successfully execute the software? (memory, disk space, etc.) 2. How many machines are required to completely setup the software? 3. What are the software and system software requirements, to execute the software and verify correct operation? Requirements for the Assembly of the Deposit 1. Describe the nature of the source code in the deposit. (Does the deposit include interpreted code, compiled source, or a mixture? How do the different parts of the deposit relate to each other?) 2. How many build processes are there? 3. How many unique build environments are requiredto assemble die material in the escrow deposit into the deliverables? 4. What hatdware is required for each build environment to compile the software? (including memory, disk space, etc_) 5. What operating systems (including versions) are used during compilation? Is the software executed on any other operating systems/version? 6. How many separate deliverable components (executables, share libraries, etc.) are built? 7. What compilers/linkers/other tools (brand and version) are necessary to build the application? S. What; if any, third -party libraries are used to build the software? 9. flow long does a complete build ofthe. software take? How much of that time requires some form of human interaction and how much is automated? 10, Do you have a formal build document describing the necessary steps for system configuration and compilation? It. Do you have an internal QA process? If so, please give a brief description of the testing process. 12. Please list the appropriate technical person(s) Iron Mountain may contact regarding; this set of escrow deposit materials. .please provide your technical verification contact information below: COWANY: SIGNATURE. PRINT i "R- AbD 1: ADDAIR5 2: CITY, STATE,ZIP TEI.E1'1IONE,. PJAU1.ADARESS- For additional information about Iron Mountain Technical Verification Services, please ,ontact Manager of Verification Services at 978-667-3601 ext.100 or by e-nail at mailto. verificstion@jronmouutain.eo!r M3P D Rev. 06101/08 02008 Iron Mountain Incozporated, Page 15 of 13 PREFERRED BENEFICIARY ACCEPTANCE FORM Depositor, Preferred Beneficiary and Iron Mountain Intellectual Property Management, Inc. ("IMIPM"), hereby acknowledge that is the Preferred Beneficiary referred to in the Master Preferred Escrow Agreement effective , 20 with IMIPM as the escrow agent and as the Depositor. Preferred Beneficiary hereby agrees to be bound by all provisions of such Agreement. SERVICE SERVICE DESCRIPT(ON-MASTER THREE PARTY ESCROW QNE- ANNUAL PAYING Check box(es) to AGREEMENT - DEPOSITOR TIME FEES PARTY. order service All services are listed below. Services in shaded tables are required for. every new. FEES Ctteck. box to escrow account setup. Some services may not be available under the Agreement. identify th.e . - Pa yin PHI ® Add Iron Mountain will fulfill a Work Request to add a new Beneficiary to an $1500 © Depositor - Additional escrow deposit account in accordance with the sere€ce description OR - Beneficiary above and the Agreement ❑ Beneficiary ❑ Add Iron Mountain will set up one additional deposit account to manage and administrate $1,000 El Depositor - Additional access to new Deposit Material that will be securely stored in controlled media vaults OR - Deposit Account in accordance with the service description above and the Agree€vent that governs the ❑ Beneficiary Initial Deposit Account. ❑ File List Test Iron Mountain will fulfill a Work Request to perform a File List Test, which includes $2,500 NIA El Depositor - analyzing deposit media readability, file listing, creation of file classification table, OR - virus scan, and assurance of completed deposit questionnaire. A final report will be ❑ Beneficiary sent to the Paying Party regarding the Deposit Material to ensure consistency between Depositor's representations (i.e., Exhibit B and Supplementary Questionnaire) and stored Deposit Material. Deposit €n€€st be provided on CD, DVD-R, or deposited by FTR ❑Add Level 1 - Iron Mountain will perform an Inventory"rest on the initial deposit, which includes NIA El Depositor - Inventoryand Analyzing deposit media readability, virus scanning, developing file classification ba, ed n based on OR - Analysis Test tables, identifying the presence/absence of build instructions, and identi €n �' g p �' g SOW if El Beneficiary materials required to recreate the Depositor's software development environment. custom Output includes a report which will include build instructions, file classification tables work and listings. In addition, the report will list required software development materials, required including, `without limitation, required source code languages and compilers, third- parly software, libraries, operating systems, and hardware, as well as Iron Mountain's analysis of the deposit, ❑ Add Deposit At least semi-annually, Iron Mountain will send an update reminder to Depositor. N/A $375 ❑ Depositor - Tracking Thereafter, Beneficiary will be notified of last deposit. OR - Notification ❑ Beneficiary ❑ Custom Custom contracts are subject to the Custom Contract Fee, which covers the review $750 NIA ❑ Depositor Contract Fee and processing of custom or modified contracts. ❑ Beneficiary Depositor hereby enrolls Preferred Beneficiary to the following account(s): Account Name Notices and communications to Preferred Beneficiary should be addressed to: Company Name: Address: Designated Contact: Telephone: Deposit Account Number Invoices should be addressed to: Contact: Facsimile: E-mail: Preferred Beneficiary By: Name: Title: Date: 1M1PM By: Name: Title: Date: P.O.#, if required: Depositor By: Name: Title: Date: J. 0, 3 C E 1-0 1 F IC A F E CIF I N S U R A N C F Please reference the Certificate of Insurance on the following pages, 58 Oy of ,'Vwfih Bend, IN �bjOy ('4Wmj �yOrm A� RD® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) F3/23/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED )REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hays Companies 133 Federal Street, 2nd Floor Boston MA 02110 CONTACT Moira Crosby PHA X CN o A!C No: E-MAIIEss:mcrosby@hayscompana.es.com ADDRINSURERS AFFORDING COVERAGE NAIC A IN5URERA:Hartford Fire Insurance Company 19682 INSURED Tyler Technologies, Inc. 5101 Tennyson Parkway Plano TX 75024 _ INSURERB:Hartford Casualty Insurance Company 29424 INSURERC:Lloyds of London Syndicates mm 37090 INSURER D : INSURER E : INSURERF: �— COVERAGES CERTIFICATE NUMBER:4.1.17-11.17 . 17 GL, Auto, REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MMIDDfYYYY POLICY EXP MMIDDIYYYY _ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE OCCUR DAMAGE TO RENTED-- PREMISES Ea occurrence) 1 OOD D00 $ r MEO EXP (Any one person) $ 10,000 08 UUN AYS572 4/1/2017 4/1/2018 PERSONAL & ADV INJURY $ 1,000,000 GE HL AGGREGATE LIMIT APPLIES PER: W GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO JECT E LOC X PRODUCTS - COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea a" dent $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO - AOWNED SCHEDULED AUTOSAUTOS IW 08 UUN AY8572 4/1/2017 4/1/2018 BODILY INJURY (Per accident) $ (Perr aoc{den DAMAGE $ — W W NON-OROPERX HIRED AUTOS X AUTOSVJNED X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 25 000 000 AGGREGATE _ _ $ 25,000,000 8 EXCESS LIAB CLAIMS-MAOE DED I I RETENTION$ 08 XHU AYS122 4/1/2017 4/1/2018 $ B WORKERS COMPENSATION AND EMPLOYERS` LIABILITY Y f N ANY PROPRIETORIPARTNERIEXECUTIVE j" — OFFICEWMEMBER EXCLUDED? L mf (Mandatory in NH) A NIA 08 WE ELS271 4/1/2017 4/1/2018 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - FA EMPLOYE $ 1,000,000 !F yyes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 1 $ 1,000,000 C Cyber/Privacy Prof Liab E30621PTYLE000216 11/17/2016 11/17/2017 Occurrence Limit $20,000,000 C Cyber/Privacy Prof L;Lab B0621PTY1E000216 11/17/2016 11/17/2017 Aggregate Limit $20,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Hays/MCROSB �Z ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 oniann 10. 4 CU'U)ORATE RESOLU FION Please reference the Corporate Resolution on the following pages. 59 City q/ Smilh Bcn(I, IN Oility [Offinq �y'Jcm CERTIFICATE OF SECRETARY OF TYLER TECHNOLOGIES, INC. The undersigned, being the duly elected and qualified Secretary of Tyler Technologies, Inc., a Delaware corporation ("Tyler"), hereby certifies on behailf of Tyler that: 1. Attached hereto is a true, correct and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of Tyler. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary on behalf of Tyler as of July 11, 2016. TYLER TECHNOLOGIES, INC. a Delaware coboration By: Name: H. Lyn Titre. Secretary RESOLUTIONS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF TYLER TECHNOLOGIES, INC. WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies, Inc., a Delaware corporation ("Tyler"), deems It to be in the best interests of the Enterprise Group (the "Tyler Division") to authorize certain individuals to enter into contracts and other legally binding obligations or representations on behalf of the Tyler Division and Tyler; RESOLVED, that, in addition to Tyler's corporate officers, the following persons are hereby authorized to enter into contract(s) and make other legally binding obligations or representations on behalf of the Tyler Division and of Tyler (including, without limitation, contract(s) for the license, lease, sale and provision of Tyler goods and services) without regard to the dollar value of such contract(s), and limited only by the product line listed below, if any such limitation is given: Andy Teed Chris Hepburn Dane Womble Rob Kennedy -Jensen Janet Joiner Roger Routh -New World ERP Rusty Smith — EnerGov Ted Thien — Versatrans John Lavazzo — Versatrans Nick Botonis —Tyler SIS David Grossman —Tyler SIS Kurt Miyatake - Schoolmaster RESOLVED, that the foregoing authorization will automatically terminate with respect to each named person on such date is no longer employed by Tyler; RESOLVED, that each officer of Tyler is hereby authorized and directed, in the name and on behalf of Tyler, to do or cause to be done any and all things, and to execute, deliver and file all such other agreements, amendments, instruments, certificates, waivers, documents, and papers that any of them deem necessary or advisable to carry into effect the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby. 10.5 EXCEPI-IONS TO THE RFP CITY OF SOUTH BEND, INDIANA RFP — UTILITY BILLING SYSTEM Tyler Statement Regarding Exceptions to the Aforementioned Procurement Document(s) Tyler's Proposal is based on the delivery of the requested software and services according to Tyler's standard implementation methodology and Tyler's standard contracts. That methodology, and those contracts, have been refined and enhanced over Tyler's many years of operation in the public sector information technology market. Tyler's submission of its Proposal does not constitute a waiver of Tyler's right to negotiate any and all terms to the mutual satisfaction of the parties. Tyler is providing "exceptions" to the procurement terms and conditions to]. your review. This representative list does not negate any of the expectations Tyler has stated above. • Conti -act Considerations. Tyler reserves the right to, negotiate any and all terms to the mutual satisfaction of the parties. Tyler will consider its implementation methodology and its contract(s) to be the starting point for those negotiations unless expressly stated otherwise in its Proposal. Tyler's standard contract(s) are included for your reference. To the extent you request to incorporate your bid documents and out, proposal documents into the contract package, we will agree to do so as long as the order of priority is (a) tile filial, negotiated contract; (b) out- proposal documentation; and (c) your bid documentation. • Pricing. Unless expressly indicated otherwise, our Proposal contains estimates of the amount of set -vices and associated expenses needed, based on out, understanding of the size and scope of your project, The actual.amount of services and expenses depends on such factors as your level of involvement in the project and the speed of knowledge transfer. If required, we will provide a not -to -exceed quote once the scope of services has been finalized. Unless noted otherwise, out- services rates do not include travel expenses, which are separately estimated. Unless expressly indicated otherwise, the fees we have quoted do not include any taxes, • Applicable Law, Tyler agrees to comply with applicable laws and mutually agreed to Client policies/procedures. Tyler reserves the right to discuss in good faith which laws and policies/procedures the Client considers applicable, and to identify those in the contract. To the extent compliance requires a modification to the Tyler software, Tyler will provide that modification according to the provisions set forth in Exhibit C to the Tyler contract or as otherwise agreed to by the parties. Tyler will comply with the ADA in its employment practices. Tyler has included information regarding the accessibility features of our proposed software, but reserves the right to, negotiate the applicability of the ADA or other similar laws/regulations/policies to Tyler's software. • Acceptance. Tyler is willing to negotiate a mutually agreeable acceptance process of at least 30 days that is based on warranted functionality. • Payment Terms. Tyler's standard payment terms are set forth in the Invoicing and Payment Policy (Exhibit B) to the standard Tyler contract. Payment shall be made within 45 days of receipt of invoice. • Indemnification. Tyler shall defend, indemnify and hold harmless the Client from and against any and all direct claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) for personal injury or property damage arising from Tyler's negligence or willful misconduct; a breach of Tyler's confidentiality obligations arising from 60 ('ity ofSouth B(.mo, IN MiMy f3dfiwl Tyler's negligence or willful misconduct, or Tyler's violation of a law applicable to Tyler's perforruuance under the contract. The Client must notify Tyler promptly in writing of the claim and give Tyler sole control over its defense or settlement. The Client agrees to provide Tyler with reasonable assistance, cooperation, and information in defending the claim at Tyler's expense. Tyler will defend, indemnify, and hold harmless the Client from third -party claians that the Tyler software and/or documentation infringes an intellectual property right in accordance with Section H(l) of Tyler's standard contract • Warranty. Tyler does not provide implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, as they are subjective. "Tyler provides a comprehensive, objective warranty tied to functional descriptions of the Tyler software. • 4wvnership/Woi* for Hire. Tyler does not agree to work -for -hire provisions. Tyler retains all intellectual property and confidentiality rights in and to out. proprietary and/or confidential information and deliverables. • Use and Public Disclosure. The Client may use the Tyler Proposal for its internal reference in evaluating proposals. We reserve the right to protest the public disclosure of our confidential business information/trade secrets but will comply with applicable public records laws.. • Project Plan. Tyler's Proposal includes a sample project plan. Tyler reserves the right to negotiate project timelines and will deliver the actual project plan upon obtaining further information from the Client. • Personnel. Tyler will provide information on representative Tyler personnel. We are unable to assign personnel to a project until Tyler is selected and a contract is signed, in an effort to most effectively use resounrces.. Tyler reserves the sole right to assign and reassign project personnel but will use commercially reasonable efforts to maintain consistency of project personnel. • Proposal Basis. ':Tyler's proposal is based on the information provided in the RFP. Tyler has read and understands the RFP terms and conditions, and Tyler's Proposal is submitted in conformance with those terms and conditions, except as modified by, taken exception to, and as otherwise provided in Tyler's Proposal. • Maintenance & Support.. Provided the Client pays annual maintenance fees on the Tyler software, Tyler will provide maintenance services on the Tyler software for at least five years from contract signing. Tyler will offer support to Client so long as Tyler is making such support generally available to its client base. Support on the Tyler software and any third -party products is available according to the Maintenance Terror and Support Call Process attached to the sample contract as an exhibit. • Documentation. Tyler will make available such documentation as it makes generally available to all clients using the proposed software and services, and reserves the right to provide some or all documentation electronically, including embedding in the 'Tyler Software. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. • Client Lists. Contractual limitations prevent Tyler from disclosing certain clients. Tyler has enclosed a representative sample of its client list. 61 (;`r. Oend, IN Ux' O� l lWhoo �y,;Wr"o Section 1.1 SAFETY REQU I REM ENTS/V10LATIONS Safety during performance of the work is of paramount concern to the City. Vendor agrees to comply with the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued there under and certifies that all actions furnished under this order will) conform to and comply with said standards and regulations. Supplier furtheragrees to indemnify and hold harmless the City for all damages assessed against the City as a result of Vendors' failure to comply with the Act and standards issued there under. Tyler will comply with all applicable laws, including applicable Occupational Safety and Health Act laws and regulations. Tyler reserves the right to discuss in good faith which laws and policies/procedures the City considers applicable, and to identify those in the contract, Tyler will indemnify and hold harmless the City and its 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 Tyler's violation of a law applicable to its performance under the Agreement, subject to the indemnification provisions in Tyler's standard contract. 62 City of Soulh Bend, IN U6111y [Whoq SyOcn? Section 12 AFFIDAVIT Vendor shall complete the Contractor's Non -Col I usion and Non-Departme nit Affidavit, Certification Regarding Investment with Iran, Employment Eligibility Verification, Non -Discrimination Commitment and Certification of Use of United States Steel Products or Foundry Products. This form is found in Attachment 3, Please see Attachment 3 on the following pages, 63 City of South Bea-O, IN' Middy Billing System When the pl'ospective Contractor is unable to certify to any of the statentents below, it shall attach an explanation to this Afftdavit. CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS (Must be completed for all quotes and bids. Please type or print) STATE OF Maine ) ) SS: Cumberland COUNTY ) The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of hran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,000) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another person for folly -five (45) days or more, if that person will (i) use the credit to provides goods and services in Non -Collusion Non-Debar€nent Affidavit Non [ran Form 2016 the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. 6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to dire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, gender expression, gender identity, sexual orientation or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. Non -Collusion Non -Debarment Affidavit Non [ran Form 2016 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract. 1, the undersigned bidder or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States. I understand it is my sole obligation and responsibility to provide a Justification to the City, subject to review and approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. Dated this 15 day of January, 2018 Tyler Technologies, Inc. Co tractor/Bidder (Firm) Co ftnature 'Wf Contraitor/Bidder or Its Agent Abigail Diaz, Chief Legal Officer Printed Name and Title Subscribed and sworn to before me this 15 day r-� �Jallu 2 8 My Commission Expires �,a� Public TAMMY J. TO LE N(0)t�aryy Public, State of Maine Co my of Residence Cumberland County 18,2 [v Commission Expires Dec. 18, 2023 Non -Collusion Non-Debanneni Affidavit Non Iran Form 2016