HomeMy WebLinkAbout20061398.tiff AMENDMENT�// TO SALES AGREEMENT
This amendment is made and entered into Hay:21'27 ,2006, by and between Weld County,Colorado, (hereinafter
referred to as"COUNTY")and Tyler Technologies, Inc., Eagle Division(hereinafter referred to as"EAGLE").
WITNESSETH:
WHEREAS, in May, 1994, EAGLE and COUNTY executed a Sales Agreement(hereinafter referred to as the"Agreement")for
purchase and installation of Eagle software and services and now desire to amend the Agreement to provide for the purchase
and installation of upgraded software licenses, hardware and associated services as stated in this Amendment(hereinafter
referred to as the"Amendment");
Now therefore, in consideration of the promises and the mutual covenants and obligations herein set forth,the parties agree
as follows:
For a total price of One Hundred and Forty Thousand, Nine Hundred and Thirty-Five Dollars($140,935.00), COUNTY
will upgrade its existing Eagle software licenses to eagle recorder and eagle ttie h software licensing.
Associated implementation services along with one year of e a g l e recorder and eagle we b software support
(maintenance)will be included.
The above price will remain in effect for a period of ninety(90)days commencing May 1'r, 2006.
Payment terms:
Of the total of$140,935.00:
1. $29,493.00 shall be due and payable as of the date of signing of this Agreement;
2. $58,989.00 shall be due and payable upon loading of substantially all of the software;
3. $29,493.00 shall be due and payable upon Verification of the product(s);
4. $22,960.00 for 1°'year support for eagle recorder and eagle/vebshall be due and payable upon date of
Verification of those applications.
See EXHIBIT A—PRICING AND PAYMENTS TABLES.
Verification of the Software Products:
Criteria for final payment:At COUNTY's optional request,within thirty(30)days after each software product has been installed
on COUNTY's system, EAGLE will test and verify the software product in accordance with EAGLE's standard verification test
procedure by demonstrating to COUNTY that the software product is loaded on the COUNTY's hardware system, is fully
operational and substantially complies with EAGLE's specifications for the software as agreed upon between EAGLE and
COUNTY during the planning phase of the project.
If COUNTY declines to request Verification,Verification will be deemed to have occurred thirty(30)days after loading of
software products on COUNTY's system.
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C oce t i f lac (tan_ 2006-1398
•
AMENDMENT TO SALES AGREEMENT
Contract terms:
All other terms and conditions of the Agreement in force between EAGLE and COUNTY remain in effect except as specifically
modified by this Amendment.
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AMENDMENT:
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WELD COUNTY,COL•RADO: '"^:^ �` • TECHNOLOGIES, INC., EAGLE DIVISION:
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Sign: i�'' 4, Sign: n
Print: M. J. Gene Print: (fu r�ry , e -e- t..,4-Title: Chair. Board of County CommissionersTitle: CFO
Date: 05/22/2006 Date: .4/47 /2> Z OO/.
ATTESTING TO BOARD OF COUNTY
COMMISSIONER SI�ATURES 0 Y
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ATTEST: ,
WELD COUNTY CLERK TO THE BOARD C.BY: 1 �1 'LU cc..,
DE TY CL K To THE BOARD
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c 2rc /398
AMENDMENT TO SALES AGREEMENT
1. Software Licenses
EAGLE hereby grants to COUNTY, its subsidiaries, and divisions non-exclusive and nontransferable licenses to use,
under the terms and conditions set forth in this Amendment,the computer software listed below:
PRODUCT DESCRIPTION AMOUNT
1. ea g l ere,•order Base License Fee
(per installation of the master application) $15,000.00
1 @$15,000.00
2. e a g l e re co rd e r Full Use Licenses
Full Use(Seat)Licenses $75,000.00
15 @$5000.00
3. Forms Printing software
1 @$5,000.00 $5,000.00
4. eagleweh Base License Fee
1 @$20,000.00 $20,000.00
Migration credit for price paid for CRIS+plus and iCRIS <$52,655.00>
SUBTOTAL for eaglerecorder and eag'ervch 562,345.00
APPLICATION SOFTWARE TOTAL: $62,345.00
The items listed above shall hereinafter be collectively referred to as the"Licensed Software."
Notes:
Where applicable, Eagle software licenses are bundled with Oracle@'s Embedded Software Licensing.Oracle@ Embedded
Software Licensing,Standard Edition, is included. Oracle@ Embedded Software Licensing allows for access to the EAGLE
Supplied Oracle@ Database provided herein through any of the EAGLE supplied Applications. Application Specific Processor
Licensing or Full Use Licensing are available through EAGLE at additional cost should the County desire to run additional non-
EAGLE Oracle@ databases or applications.
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AMENDMENT TO SALES AGREEMENT
COUNTY's use of the software is limited to the above-specified number of users. Use of the software in excess of this number
of users constitutes rental of the software at the greater of$100.00 per day for each additional user or EAGLE's then in effect
rates.
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AMENDMENT TO SALES AGREEMENT
2. Professional Services
EAGLE will provide the following training and assistance to COUNTY. This training and assistance shall be mutually
scheduled between COUNTY and EAGLE. COUNTY agrees to make appropriate employees reasonably available for training
for the length of time required during the agreed period of time.
DESCRIPTION OF SERVICES AMOUNT
1. Installation and Implementation for eagle re i o r/e r $52,630.00
1. Installation services
(a)Pre-Installation Consulting Services
Includes professional services, travel time and expenses, and per diem costs required
for an on-site visit to spec equipment location and cabling, gather documents, fee
schedule, tract index information,prepare and submit site preparation document, etc.
$6,300.00.
Note:Pricing for the project is based on an estimate of 40 hours of pre-Installation
Consulting work(plus any travel time and expenses). Actual time spent, whether less
than or in excess of the amount indicated here, will be billed at EAGLE's Preferred Rate
Schedule.
(b)Staging&Installation-Hardware and Software
Includes all professional services, travel time, expenses, and per diem costs for all
staging and installation of software and hardware. $7,820.00
Note:Pricing for the project is based on an estimate of 48 hours of Staging&
Installation work(plus any travel time and expenses)required for a successful
implementation.Actual Staging&Installation time spent, whether less than or in excess
of the amount indicated here, will be billed at EAGLE's Preferred Rate Schedule.
2. Training&Implementation services
Includes all professional services, travel time and expenses, and per diem costs for
training and implementation required for a successful implementation of the project
Includes training,implementation and follow-up Web-Ex training. This line item
anticipates on-site training and implementation complete with all ancillary logistical
costs. $21,600.00.
Note:Pricing for the project is based on an estimate of 120 hours of Training&
Implementation work(plus any travel time and expenses)required for a successful
implementation.Actual Training&Implementation time spent, whether less than or in
excess of the amount indicated here, will be billed at EAGLE's Preferred Rate
Schedule.
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AMENDMENT TO SALES AGREEMENT
Remote(Webex)training:$1,500.00(based on an estimate of 15 hours).
3. Conversion services
Them are no charges for converting existing+plus data to e a g I e recorder format.
This line item represents the price to complete a data conversion from an older,
historical indexing system, into CR/S+plus prior to the upgrade to e a g l e re corder.
$10,000.00
4. Image Conversion
There am no charges for converting existing+plus images to eagle re corder
format.
5. Project Management
Includes professional services, travel time and expenses, and per diem costs required
for on-site visits as well as general project development. Project management includes
meetings with end user staff members for general development the specific project,
specification of software modifications/enhancements and design, development of
Project Plan and Schedule, development of Conversion Plan, development of
Installation and Implementation Plan, development of Training Plan and schedule as
well as data and software testing plan and on-going Project Management. $5,410.00.
Note:Pricing for the project is based on an estimate of 29 hours of Project Management
work(plus any travel time and expenses). Actual Project Management time spent,
whether less than or in excess of the amount indicated here, will be billed at EAGLE'S
Preferred Rate Schedule.
2. Installation and Implementation for e a g l e ray e b $3,000.00
Services as listed above fore a g I e re C o rd e r as appropriate for configuration,
installation and implementation of e a g I e we b. Price assumes implementation and
training fore a g lewd) will be conducted concurrently with e a g l e re coral(r. If
separate training and implementation services are required or requested for
e a g I e web, additional fees may be applied,per Preferred Rate Schedule(see below).
3. Support&Updates for EAGLE applications $22,960.00
Includes unlimited 1-800 and Internet software support with enhancements and updates
for e a g l e re co rd er and e a g l e w e b applications for a period of one year. Support
services commence as follows: foreaglerecnr'derandeagleweb,support
services commence on the date of Verification of the software. Specifications for support
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AMENDMENT TO SALES AGREEMENT
services are contained in eagle re r o rd e r and eagle w e b Software Support
Agreement, executed separately.
Support allocated as follows:
eagle recorder and eagle web:$22,960.00
PROFESSIONAL SERVICES TOTAL: $78,690.00
NOTES:
Primary contact person
COUNTY agrees to designate, in writing, a primary contact to represent COUNTY and help coordinate COUNTY's personnel
during the design,development, installation,training and maintenance of the system.
First Beneficial Use
First beneficial use("go-live"date)is defined as the first day COUNTY processes data utilizing the new system other than for
purposes of System testing.
Internet Connectivity for Software Installation,Remote Support and Updates
For the duration of the period in which EAGLE software is in use and being supported by EAGLE on COUNTY's
system, COUNTY shall install and maintain PC Anywhere or other communication software designated by EAGLE
and allow EAGLE remote access via a high-speed Internet connection for the purposes of software installation,
remote support and updates. NOTE: Failure by COUNTY to provide or maintain adequate Internet access, including
provision for high-speed information transfer, may result in additional fees, or in circumstances where low-speed
connections are deemed to be obstructing EAGLE in its efforts to carry its contractual obligations, in termination of
the Agreement,at EAGLE's discretion.
Additional Hardware
While the equipment specified in preliminary discussions is appropriate for most installations,some client-sites
require additional hardware,the necessity of which may not be discovered until the site prep phase of services.
Accordingly, during the site-prep phase of the services, EAGLE technicians may recommend additional hardware or
modifications that could result in additional costs to the county. Examples of situations in which such
recommendations could occur include, but are not limited to, excessive applications running on servers, inadequate
backup configurations or equipment and lack of adequate Internet connection equipment.
Rates for work not covered by Amendment
While covered by a current EAGLE System Support Agreement,assistance and/or support beyond the above-specified hours
will be provided at the rates in the EAGLE Preferred Rate Schedule in the EAGLE System Support Agreement. Otherwise,
assistance or support beyond the above-specified hours will be provided at EAGLE's then current Preferred Rate Schedule.
EAGLE's Current Preferred Customer Rate Schedule for services provided by EAGLE beyond those specified
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AMENDMENT TO SALES AGREEMENT
in this Agreement(subject to change annually):
Professional Services(remote or on-site): $140.00/hour
Per diem and/or travel expenses: $355.00/day per diem plus travel time of$75.00/hour
and actual travel expenses
NOTES:
1. EAGLE Preferred Rate Schedules cover additional services for customers currently under a blanket EAGLE
Software Support Agreement.
2.Travel arrangements will always be made in the best interest of COUNTY.
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AMENDMENT TO SALES AGREEMENT
SOFTWARE LICENSE AGREEMENT
eagle re c'o rde r and eagle we b are proprietary application software products of Tyler Technologies, Inc.,
Eagle Division.
Tyler Technologies, Inc., Eagle Division is the beneficiary of this Software License Agreement which is a required part
of any agreement to license eagle recorder and eagleweb.
Additional software products may be included in future releases and will become the subjects of this Software
License Agreement. The authors of such additional software will become beneficiaries to this Software License
Agreement.
A. DEFINITIONS:
1. "Agreement"means this document in its entirety.
2. "Attachment"means this Software License Attachment to the Agreement.
3. "COUNTY"means Weld County, Colorado.
4. "EAGLE"means Tyler Technologies, Inc., Eagle Division, of Eagle,Colorado.
5. "EAGLE Software"means software specified in this Agreement that meets certain EAGLE programming,
documentation and support standards, is supported and warranted by the software author identified in the software
documentation and is distributed by EAGLE.
6. "Software"means the computer software identified in this Agreement,together with all related software
documentation, all subsequent documentation, improvements,and updates, in whatever medium. (The term
"software documentation"includes without limitation all users'manuals,technical manuals,systems manuals, and
keyboard function strips, however designated, related to any computer software licensed under this Agreement.)
B. LIMITED WARRANTY AND LIMITATION OF LIABILITY:
1. The media on which the Licensed Software is provided shall be free of defects in material and workmanship.
2. The Licensed Software shall possess all material functions and features as described in the Specifications.
3. The Licensed Software shall perform in accordance with the Specifications,the User Manuals,and the
Documentation.
4. The Licensed Software shall be compatible with the Operating System, application programs, CPUs, and
networks specified in the Documentation,and the recommended hardware configuration.
5. EAGLE's only obligation or liability with respect to the Software,whether based on contract,tort, or
otherwise,shall be to provide to COUNTY corrections to the Software so that the Software will perform substantially
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AMENDMENT TO SALES AGREEMENT
as specified in the systems specifications for such Software. COUNTY's rights to receive such corrections from
EAGLE shall be contingent on COUNTY satisfying its payment and other obligations to EAGLE. EAGLE may issue
corrections as amendments to existing releases of the Software or may incorporate the corrections into new releases.
EAGLE shall have no obligation to provide corrections for releases other than the most current. EAGLE's only
obligation in the event a correction is itself in error is to issue a revised correction. New releases will be substantially
compatible with earlier releases.
5.1 Correction does not include the cost of media used to transmit corrections,copies of documentation
incorporating corrections, installation of corrections,or data conversion work made necessary by corrections.
5.2 In no event shall EAGLE be liable for any incidental, indirect,special,or consequential damages of any
nature whatsoever.
5.3 CAUTION: THE WARRANTIES, OBLIGATIONS,AND LIABILITIES OF EAGLE AND THE RIGHTS AND
REMEDIES OF COUNTY SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE,AND COUNTY
HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS,AND LIABILITIES OF EAGLE
AND RIGHTS,CLAIMS,AND REMEDIES OF COUNTY AGAINST EAGLE, ITS OWNERS, OFFICERS, OR
EMPLOYEES, EXPRESS OR IMPLIED,ARISING BY LAW OR OTHERWISE,WITH RESPECT TO ANY AND ALL
SOFTWARE OR OTHER TANGIBLE OR INTANGIBLE ITEMS OR SERVICES PROVIDED UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO(i)ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR PURPOSE, (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING, OR USAGE OF TRADE,AND(iii)ANY OBLIGATION, LIABILITY, RIGHT, CLAIM,OR
REMEDY,WHETHER IN TORT,CONTRACT,OR OTHERWISE,AND WHETHER FOR DIRECT, INCIDENTAL,
INDIRECT, SPECIAL,OR CONSEQUENTIAL DAMAGES(INCLUDING BUT NOT LIMITED TO LOSS OF USE,
REVENUE, PROFIT, OR DATA).]
5.4 EAGLE does not warrant the Software against faulty performance due to(1)failure of operating systems,
compilers, interpreters, utilities, or other software not supplied by EAGLE,to perform according to their respective
specifications or(2)damage to any software or data caused by any software not supplied by EAGLE.
5.5 Portions of the Licensed Software may have been developed by and may be the proprietary property of a
company other than EAGLE. EAGLE warrants that it has the legal right to license the Software, and shall indemnify
and hold COUNTY, its agents and employees, harmless from any loss,damage or liability for infringement of any
United States Patent right, copyright or other trade secret right with respect to the use of the process and ancillary
material delivered hereunder; provided that EAGLE is notified in writing within ten(10)calendar days of any suit or
claim against COUNTY,that COUNTY permits EAGLE to defend, compromise or settle the said claim of infringement
and gives EAGLE all available information, assistance and authority to enable EAGLE to do so, and provided that
COUNTY fully observes all the terms and conditions of this Agreement. EAGLE shall not be responsible for any
compromise made without its consent. EAGLE's indemnity as to use shall not apply to any infringement arising out of
use in combination with other processes or articles where such infringement would not have occurred in the normal
use for which the Licensed Software was designed.
5.6 EAGLE shall not be liable for nor deemed to be in default due to any delay or failure to perform its
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AMENDMENT TO SALES AGREEMENT
obligations under this Agreement if due to any cause or condition which is caused by COUNTY or which is beyond
the reasonable control of EAGLE.
C. PROPRIETARY RIGHTS:
1. The original and any copies of the Licensed Software, in whole or in part, made by COUNTY are and remain the
property of EAGLE,or the software author, not COUNTY.
2. In implementation of this License, EAGLE shall furnish COUNTY with a copy of the Licensed Software on
machine readable media and with associated user instructions and reference documentation, all of which material
may be marked with a trade secret notation such as: "The information herein are trade secrets and proprietary
properties of EAGLE." The License granted under and subject to the terms and conditions of this Agreement
authorizes COUNTY to use the Licensed Software as an End User on one CPU and the granting of sublicenses is not
permitted. COUNTY hereby acknowledges that similar software may be licensed or leased to other users.
3. COUNTY acknowledges that each item of Software is the valuable trade secret property of EAGLE or the
author of such item, and that all Software bearing a copyright notice is, in addition, subject to the copyright laws. The
parties agree that the use of a copyright notice on the Software shall not be taken to indicate that the Software has
been published. COUNTY does not acquire title to the Software under this Agreement. Aspects of the Software that
are trade secrets include but are not limited to the series of instructions or statements which comprise the computer
programs,the systems design, modular program structure,system logic flow,file content,video and report formats,
coding technique and routines,file handling and special search techniques, implementation of function keys,video
screen and date handling, and report generation.
4. Except as provided in the following sentence, COUNTY will not copy or duplicate any version of the
Software,whether physical,magnetic,or otherwise. COUNTY may copy the computer software but not the software
documentation, at its own expense,for the purpose of providing up to three(3)back-up copies, provided that
COUNTY(1)includes in and on each partial or complete copy all notices of copyright and proprietary rights
appearing in and on the Software, (2)establishes a procedure for accounting for each such copy at all times, and(3)
destroys each such copy when it is no longer required.
5. Except for disclosures to its employees and disclosures treated in the following paragraph, COUNTY shall
not disclose or transfer any portion of the Software or software developed with or from the Software,whether in
physical, magnetic, or any other form,to any person or organization. COUNTY shall use reasonable precautions(1)
to ensure that COUNTY and its employees do not make unauthorized disclosures or transfers of the Software and(2)
to prevent any unauthorized person or organization from possessing, using,viewing, inspecting,examining, or
copying any portion of the Software at any time. Without limiting the generality of the foregoing, COUNTY shall
periodically inform its employees of COUNTY's obligations regarding the Software. COUNTY agrees to notify any
other author immediately of the possession, use, or knowledge of any portion of the Software by any unauthorized
person or organization. In each case in which such unauthorized activity is related to the activities of COUNTY, or an
employee of COUNTY, COUNTY agrees to take all steps reasonably necessary to terminate such unauthorized
activity and to retrieve any copies of the Software which are in unauthorized hands. In any legal proceeding initiated
by COUNTY in connection with such activities, EAGLE or any other author may assume the prosecution of such
proceeding, if such party, in its sole discretion,deems that its interests so require. COUNTY will promptly furnish
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AMENDMENT TO SALES AGREEMENT
EAGLE or any other author full details of any unauthorized possession, use, or knowledge of the Software,and will
assist in preventing the recurrence of such possession, use,or knowledge.The provisions of this paragraph shall not
limit in any way the rights of EAGLE or any other author to recover damages or obtain other relief against COUNTY
for its negligent or intentional harm to the rights of EAGLE or any other author,or for breach of contractual rights.
COUNTY shall keep each and every item comprising the Software free and clear of all claims, liens, and
encumbrances except those of EAGLE and each author, and any act of COUNTY,voluntary or involuntary,
purporting to create a claim, lien, or encumbrance on such an item shall be void. However,the right to use the
Software under this license may be used to secure the cost of the license as follows: COUNTY may give the person
financing such cost the right to have this license assigned to himself or to a third party,subject to the provisions of the
section entitled"Assignment of License,"below. COUNTY shall keep all Software in a secure place, under access
and use restrictions no less strict than those applied to COUNTY's most valuable programs or other proprietary
information.
6. COUNTY may disclose the Software to an independent contractor retained by COUNTY in connection with
its use of the Software,provided that such independent contractor has, prior to such disclosure,executed a written
agreement acknowledging that each item of Software is the valuable trade secret property of the EAGLE and
promising to use the Software only for the purposes specified by COUNTY(such agreement to be provided by
EAGLE),to abide by all of the restrictions regarding the Software which are set out in this license agreement, and to
return all copies of the Software to COUNTY immediately when the contractor's engagement with COUNTY has
ended. COUNTY shall prohibit publication of any results of benchmark tests performed by COUNTY or an
independent contractor. COUNTY shall prohibit any use whatsoever of the Software outside of the United States.
COUNTY shall retain all such executed agreements in its permanent business records and shall provide copies to
EAGLE or author upon the request of such party.
7. In order to help preserve the confidentiality of the Software, EAGLE has or may in the future provide(i)
scrambled or protected code or only object code for certain portions of the Software, or(ii)implement other security
measures regarding the Software. COUNTY agrees not to unscramble,decode,disassemble, or decompile such
items, nor to circumvent such security measures for any purpose whatsoever.
8. In the event COUNTY attempts to use, copy, disclose or transfer the Software or any modification thereof in
a manner contrary to the terms of this Agreement or in derogation of the rights of EAGLE or any other author,
whether those rights are explicitly stated, determined by law, or otherwise, EAGLE and each author or any of them
shall have the right, in addition to any other remedies available,to injunctive relief enjoining such acts, it being
acknowledged that other remedies are inadequate.
9. In the event of termination or expiration of this Agreement,the license rights granted to COUNTY shall
immediately terminate, and COUNTY shall immediately return, unencumbered,all existing copies of the Software to
EAGLE and certify to EAGLE that all copies or partial copies of the Software have been returned or destroyed.
10. In the event of termination or expiration of this Agreement,all rights and the license granted to COUNTY
hereunder shall forthwith terminate with respect to COUNTY. COUNTY may not thereafter in any manner avail itself
of the rights granted in this Agreement.
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AMENDMENT TO SALES AGREEMENT
11. Where applicable, Eagle software licenses are bundled with Oraclea's Embedded Software Licensing.
Oracle®Embedded Software Licensing allows for access to the EAGLE Supplied Oracle®Database provided herein through
any of the EAGLE supplied Applications. Application Specific Processor Licensing or Full Use Licensing are available through
EAGLE at additional cost should the COUNTY desire to run additional non-EAGLE Oracle®databases or applications. See
Section I. 3. below.
COUNTY understands and agrees that EAGLE itself may be under license(s)with respect to other software obtained from or
under EAGLE's license(s)with other vendors, including but not limited to Optical Character Recognition engine software used
in OCR applications. COUNTY further understands that this Agreement is subject to said license(s)and all modifications
thereof made subsequent to the effective date of this Agreement and COUNTY agrees to abide by the terms of such
license(s).
12. THE OBLIGATIONS AND REMEDIES OF THE PARTIES REGARDING PROPRIETARY RIGHTS WHICH
ARE SET FORTH IN THIS AGREEMENT SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
D. SCOPE AND TERM OF LICENSE; LOAN PRIOR TO TERM:
1. The license rights to use the Software granted to COUNTY are non-exclusive and are subject to the terms of
this Agreement. Such use is limited to a maximum number of runtime users and to the preparation of data and
reports for COUNTY and for other affiliated organizations, provided that the processing is done by COUNTY's
personnel on COUNTY's computers or temporary substitute computers. The Software may not be used by third
parties, nor may COUNTY use the Software to process data for third parties,except as may be specifically provided
by the terms of this Agreement. COUNTY may treat a corporate subsidiary of COUNTY(a corporation in which
COUNTY has an ownership interest)as COUNTY,thus allowing such subsidiary to use the Software,subject to the
terms of this Agreement, provided that prior to release of the Software to the subsidiary,the subsidiary binds itself in
writing to undertake the same obligations as COUNTY under this Agreement and COUNTY guarantees such
subsidiary's performance, in writing,for the benefit of EAGLE.
2. COUNTY is acquiring the software for the express purpose of acquiring and/or maintaining a mission critical
document recording system in COUNTY's Clerk's office. EAGLE is implementing the software application and training
COUNTY's staff pursuant to these objectives. In acquiring this software system,COUNTY warrants that the software
application will not be modified by COUNTY staff,agents or other parties for purposes other than the stated intended
use,for use in other offices, for use by other parties nor for use by the COUNTY's office in any manner not
anticipated by this Agreement.
3. The term of the license shall begin when a copy of the Software showing COUNTY as the registered end
user is delivered to COUNTY. EAGLE will deliver COUNTY'S registered copy following receipt of all license fees
relating to the Software. The term of the license is perpetual,subject to termination for material breach of this
Agreement.
4. Prior to the term of this license, EAGLE may loan its copy of the Software to COUNTY for a temporary
period for purposes of testing and training. During the period of the loan,the loaned copy shall be subject to all the
provisions of this license. Permission to use the software under loan is revocable at will by EAGLE.
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AMENDMENT TO SALES AGREEMENT
E. SYSTEM REGISTRATION AND THE IDENTIFICATION SCREEN: EAGLE requires that each end user of the
Software be registered with EAGLE. To ensure that its installation is properly registered, COUNTY will complete the
System Registration form enclosed if provided by EAGLE with the software documentation, and mail it to EAGLE.
Each time operation of the Software is initiated,the Software will display an identification screen showing the name of
the registered end user. The identification screen is also designed to provide notice to all users of the Software that
EAGLE and each author own the Software,so as to assist COUNTY in meeting its duties to hold the Software in
confidence.
F. CORRECTIONS AND ENHANCEMENTS: From time to time, EAGLE may make available to COUNTY
corrections and enhancements to the version of the Software designed to improve the performance of,or add
capabilities to,an existing application version of the Software. COUNTY shall look to EAGLE for redistribution of
such items. COUNTY shall bear the cost of installation of the items and data conversion work made necessary by
the items. EAGLE may issue such items as amendments to existing releases of the Software or may incorporate the
items into new releases. New releases will be substantially compatible with earlier releases.
G. NEW VERSIONS OF THE SOFTWARE: From time to time, EAGLE may make available to COUNTY a new
version of the Software application. This Software will generally include design changes from previous versions,and
may require different equipment configurations.
H. ASSIGNMENT OF LICENSE:
1. In the event COUNTY wishes to assign its license to use the Software, COUNTY shall: (1)obtain the
assignee's written agreement to adhere to all of the terms and conditions of this Agreement; (2)execute a sworn
affidavit certifying that all copies of the Software in its possession or control have been delivered to the assignee or
destroyed;and(3)submit the affidavit,the assignee's agreement,and the name and address of the assignee to
EAGLE.
2. In no event will COUNTY attempt to transfer any of the software for use outside the United States.
I. MISCELLANEOUS:
1. EAGLE or any other author may at any time,without notice, modify the Software or implement a new
release of the Software as reasonably necessary to provide additional software security. COUNTY agrees to install
such modified Software or new release promptly after receipt,with COUNTY'S consent.
2. In recognition of the extraordinarily confidential nature of the Software,in no event shall the Software be
subject to any levy,execution, attachment, garnishment, or seizure of any kind by any creditor, receiver,trustee in
bankruptcy, or any other person, party,executor,successor, or assignee.
3. OracleC Embedded Software License requirements:
The end user of the OracleC Embedded Software License(COUNTY)is notified that: (1) Use of the Oracle®
programs is restricted to the scope of the application package and to the business operations of the end user; (2)The
following are expressly prohibited: (a)the transfer of the programs except for temporary transfer in the event of
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AMENDMENT TO SALES AGREEMENT
computer malfunction if the application package embeds the programs in a physical device;(b)assigning,giving, or
transferring the programs and/or any services ordered or an interest in them to another individual or entity; (c)
timesharing,service bureau, subscription service, or rental use of the programs; and(d)title to the programs from
passing to the COUNTY or any other party; (3)Reverse engineering(unless required by law for interoperability),
disassembly or decompilation of the programs are expressly prohibited. Duplication of the programs except for a
sufficient number of copies of each program for the COUNTY's licensed use and one copy of each program media is
expressly prohibited;(4)Oracle)'s liability for any damages,whether direct, indirect, incidental,or consequential,
arising from the use of the programs is disclaimed; (5)At the termination of the agreement,COUNTY must
discontinue use and destroy or return to EAGLE all copies of the programs and documentation; (6) Publication of any
results of benchmark tests run on the programs is prohibited; (7)COUNTY must comply fully with all relevant export
laws and regulations of the United States and other applicable export and import laws to assure that neither the
programs, nor any direct product thereof,are exported,directly or indirectly, in violation of applicable laws; (8)The
Oracle) programs are subject to a restricted license and can only be used in conjunction with the application
package.The COUNTY is not permitted to modify the programs; (9)Oracle)is not required to perform any
obligations or incur any liability not previously agreed to between EAGLE and Oracle); (10) EAGLE may audit
COUNTY's use of the programs and report such use to Oracle). EAGLE may assign its right to audit the COUNTY's
use of the programs to Oracle); (11)Oracle)is designated as a third party beneficiary of the end user license
agreement;(12)The application of the Uniform Computer Information Transactions Act is excluded;(13)Some
programs may include source code that Oracle)may provide as part of its standard shipment of such programs,
which source code shall be governed by the terms of the end user license agreement. EAGLE may allow end users
to permit agents or contractors to use the programs on their behalf for the purposes set forth in the end user license
agreement, subject to the terms of such agreement provided that such end users are responsible for such agents'
and contractors'compliance with the end user license agreement in such use.
15
AMENDMENT TO SALES AGREEMENT
EXHIBIT A-PRICING AND PAYMENTS TABLES
Pricing Table
Total of
Implementation Total of 1"Year
Product Total of Software Services Maintenance Product Total
License Fees Fees
$95,000.00 $52,630.00 $22,960.00 $170,590.00
eagle:, $20,000.00 $3,000.00 loci $23,000.00
Credit for CRIS+plus <$52,655.00> -- -- <
and iCRIS $52,655.00>
Category totals $140,935.00
Payments Table
Total due upon signing $29,493.00
Total due upon loading of software and hardware $58,989.00
Total due upon Verification for software licenses and $29,493.00
services
Total due on date of Verification for support for $22,960.00
eagle,::,,./. and eagle,.:n
CONTRACT TOTAL $140,935.00
16
Tyler Technologies, Inc. Eagle Division P.O. Box 1020 Eagle, Colorado 81631 970/328-7229
tyler works.
Courts and Justice Financial and City Solutions Property Appraisal and Tax Document Management
May 12, 2006
B. Renee Fielder
ACS/Weld County IT Functional Consultant
1401 N 17th Avenue
Greeley, CO 80632
Dear Ms. Fielder:
Two signed copies of the Weld County Sales Agreement Amendment and Software
Support and Maintenance Agreement with Tyler Technologies, Eagle Division are
enclosed. Please return a fully executed copy for our files.
We thank you for this opportunity to serve you and Weld County and sincerely appreciate
your continued confidence in Tyler Technologies.
If I can be of assistance in any manner, please do not hesitate to contact me.
Sincerely,
Gary Feucht
Chief Financial Officer
GF/pe
Enclosures
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