HomeMy WebLinkAbout20050672.tiff SALES AGREEMENT AMENDMENT
For EagIeCM Minutes
This amendment is made and entered into ikl -4, 2005, by and between Weld County,
Colorado (hereinafter referred to as "COUNTY") and Tyler Technologies, Eagle Division, Inc. (hereinafter
referred to as"EAGLE").
WITNESSETH:
WHEREAS, on 5/31/1994 EAGLE and COUNTY executed a Sales Agreement(hereinafter referred to as
the"Agreement") for purchase and installation of an EAGLE software system and now desire to amend
the Agreement to provide for the purchase and installation of EagleCM Minutes software licenses and
associated services as stated in this 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$49,446.00, COUNTY will purchase software licensing and implementation services
with one year of EagleCM Minutes software support.
Payment terms:
a) Software and services: Ten percent (10%) of the total purchase price shall be due and payable as of
the date of signing of this agreement; sixty percent (60%) shall be due and payable upon delivery and
installation of hardware and software; the remaining thirty percent (30%) shall be due and payable upon
Acceptance (defined as 45 days after first beneficial use of the EagIeCM Minutes systems).
Subsequent years' maintenance fees will be due and payable on the anniversary of the billing for the first
year's maintenance.
Contract terms:
All other terms and conditions of the preceding contract between EAGLE and COUNTY remain in effect
except as specifically modified by this agreement.
WELD COUNTY: / TYLER TECHNOLOGIES, EAGLE DIVISION:
By: By:
Print: William H. Jerke Print: 6a wy C2 u0JL1
Title: Chair. Board of County Title: C FO
Commissioners
Date: 2/28/2005 Date: F 27 2ao5
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2005-0672
SALES AGREEMENT AMENDMENT
For EagIeCM Minutes
1. EagIeCM Minutes Software
EAGLE hereby grants to COUNTY, its subsidiaries, and divisions a non-exclusive and nontransferable
license to use, under the terms and conditions set forth in this Agreement, the computer software known
as:
PRODUCT DESCRIPTION AMOUNT
1. EagIeCM Minutes Base License Fee $3,500.00
1 license @ $3,500.00
2. User and Retrieval Licenses $21,000.00
Full Use Licenses (concurrent)
5 licenses @$1,800.00 =
$9,000.00
Retrieval Licenses
(concurrent)
12 licenses @ $1,000.00=
$12,000.00
3. Document Capture License Fees $3,690.00
Scan Station License Fee
Scan Station: 2 licenses
@ $350.00= $700.00
Full Text OCR/Retrieval
(per scan station): 2
licenses @ $1,495.00=
$2,990.00
APPLICATION SOFTWARE TOTAL: $28,190.00
The items listed above shall hereinafter be collectively referred to as the "Licensed Software."
* 3r° Party Software Licensing Notes:
Eagle software application 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 or 3r° Party Report Writer. Application Specific Processor Licensing allows
direct user access to the database and is available for an additional cost. Full Use Oracle Licensing can
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be purchased directly from Oracle should the County desire to run additional non-EAGLE Oracle
databases or applications.
COUNTY's use of the software is limited to the above-specified number of concurrent users. Use of the
software in excess of this number of concurrent 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. When more than the allowable
number of concurrent users access and/or use the system, the system will allow such access. Following
instances in which the concurrent usage limit has been exceeded, EAGLE will notify COUNTY of the
dates and volumes of excess usage.
COUNTY understands and agrees that EAGLE itself may be under license(s)with respect to software
obtained from or under EAGLE's license(s)with other vendors. 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), all of which are by
Attachments incorporated herein.
A. DEFINITIONS: "Software" refers to each of the computer software products described herein. Each
Software Product consists of both computer software and software documentation (e.g., user manual,
technical manual, systems manual, keyboard function strip, and like items). Additions, corrections,
updates and enhancements of a Software Product also fall within the definition of Software Product.
Software refers both to the intangible information comprising the product and, as the context requires,
every copy of the information. Use means copying all or any portion of the Licensed Software from
storage units or media into a CPU or using any Licensed Software in the course of the operation of any
CPU or in support of the use of any CPU or software, or photocopying any portion of the software as
defined above. End User means a company, firm or individual whose only purpose in obtaining Software
is for its own in-house use. Persons providing data processing services commonly known in the industry
as Time Sharing or Service Bureaus, or persons intending to resell, trade or barter in the Licensed
Software are explicitly excluded from End User status.
B. SCOPE OF LICENSE: 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.
C. COPIES/MODIFICATIONS: COUNTY may make no more than three (3) copies of all or any part of
the Licensed Software for COUNTY's in-house use. In the event this License is terminated, the Licensed
Software will be completely removed from the updated work and treated as if permission to modify had
never been granted. COUNTY agrees to reproduce and include the proprietary and trade secret notices
both in and on every copy of the Licensed Software in any form including partial copies and modifications
of the Licensed Software.
D. WARRANTIES: 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
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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.
EAGLE further warrants that the Licensed Software, when delivered, will conform to current software
descriptions. EAGLE cannot and does not warrant the system against malperformance due to the
installation of any software not supplied by EAGLE. In the event COUNTY modifies the computer
program designed by or obtained from EAGLE without prior written permission or approval from EAGLE,
the Warranty provisions of this Agreement shall immediately become void and EAGLE shall have no
responsibility whatsoever for the performance of such programs. COUNTY is aware that any
modifications may prevent the proper installation or correct operation of any future software updates or
enhancements which are issued by the software author. EAGLE GRANTS NO IMPLIED WARRANTIES
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
E. CONFIDENTIALITY: EAGLE acknowledges that during discussions with COUNTY leading up to this
Agreement and during its performance, certain proprietary or confidential data of COUNTY may be
disclosed to EAGLE or to EAGLE's employees or agents. EAGLE agrees that all data not normally
available through other sources may be proprietary, and will be safeguarded by EAGLE with the same
degree of care that it accords to EAGLE's own proprietary data. In particular: 1) EAGLE or any of
EAGLE's employees or agents shall not divulge, transfer, assign, sell, license, franchise, sublease or
otherwise convey the identified COUNTY proprietary data in any form to a third party, person or
organization except as may be specifically agreed to in writing by COUNTY; and 2) in the event EAGLE
shall attempt to use or convey any portion of the identified COUNTY proprietary data in a manner contrary
to the terms of this Agreement, COUNTY shall have the right, in addition to any other remedies available
to it, to injunctive relief enjoining such act, it being acknowledged that other remedies alone may be
inadequate.
F. RESPONSIBILITY OF COUNTY: COUNTY is exclusively responsible for the supervision,
management and control of its use of the Licensed Software. Except as provided otherwise in this
Agreement, COUNTY agrees: 1) to not reveal any information contained in the Licensed Software, or any
part thereof, or any copies thereof, in any form, to any third party; 2) to take all reasonable precautions to
hold in confidence the design and documentation of the Licensed Software; 3) to not assign, lease,
sublicense or otherwise transfer same, by operation of law or otherwise, in whole or in part, directly or
indirectly, including but not limited to any joint venture or combination arrangements between COUNTY
and EAGLE; 4) to not exhibit, donate, barter, loan or otherwise communicate said Licensed Software to
any other firm or person without the express written consent of EAGLE; 5) to take all appropriate actions
by instruction, agreement or otherwise with its employees or other persons permitted access to the
Licensed Software to satisfy its obligations under this Agreement with respect to use, protection and
security of the Licensed Software; 6) to notify EAGLE immediately upon becoming aware of an actual or
potential infringement under this section. EAGLE is hereby authorized to make reasonable inquiries
concerning COUNTY's compliance herewith and may require COUNTY to take reasonable protective
measures. COUNTY is responsible to exercise good business practices, procedures, and control to
monitor the software performance, and to notify EAGLE immediately upon verifying any software errors.
COUNTY agrees that its sole use of the software provided under this agreement will be for purpose
intended.
G. TITLE: 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.
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H. TERM: This License shall be in effect from the date this Agreement is first accepted by EAGLE and
shall be valid until the License or this Agreement is otherwise terminated as provided herein.
APPLICATION SOFTWARE TOTAL: $28,190.00
SOFTWARE AUTHORIZATION:
INITIALS:
COUNTY: EAGLE:
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2. EagleRecorder and EagleOCR 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 the designated
employees reasonably available for training for the length of time required during the agreed period of
time.
DESCRIPTION OF SERVICES AMOUNT
1. Project Management $1,400.00
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.
2. Site Preparation $1,590.00
Includes all 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 necessary site preparation documents.
3. Staging & Installation -Software $2,640.00
Installation of software.
4. Training and Implementation $4,160.00
Includes document type configuration training, index processing training, scanning& workflow
configuration training, process training.
5. Data and/or Image Conversion $3,500.00
Conversion of data and/or images from existing Minutes system to EagIeCM Minutes.
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6. Support& Updates $7,966.00
Includes unlimited 1-800 software support and all enhancements and updates for a period of
one year commencing upon acceptance of EagleCM Minutes.
PROFESSIONAL SERVICES TOTAL: $21,256.00
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.
COUNTY shall install Internet communication software designated by EAGLE and allow EAGLE remote
access for purposes of analyzing and updating the System and correcting problems.
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 Hourly and Expense Schedule.
PROFESSIONAL SERVICES TOTAL: $21,256.00
SERVICES AUTHORIZATION:
INITIALS:
COUNTY: EAGLE:
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For EagleCM Minutes
SOFTWARE SUBLICENSE ATTACHMENT TO SALES AGREEMENT AMENDMENT
(An executed copy of this attachment must be included with any Software agreement between EAGLE
and the end user.)
SOFTWARE DESCRIPTION
EagleCM Minutes is a proprietary application software product of Tyler Technologies, Eagle
Division, Inc.
ORACLE is a proprietary database product of Oracle Corporation, a runtime for which is "bundled"
with EagleCM Minutes.
Tyler Technologies, Eagle Division, Inc. and Oracle Corporation are beneficiaries of this Attachment
which is a required part of any agreement to sublicense EagleCM Minutes.
Additional software products may be included in future releases and will become the subjects of this
Attachment. The authors of such additional software will become beneficiaries to this Attachment.
A. DEFINITIONS:
1. "EAGLE" means Tyler Technologies, Eagle Division, Inc., of Eagle, Colorado.
2. "EAGLE Software" 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.
3. "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 shall provide to COUNTY corrections to the software so that the software will perform
substantially 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 amendment to existing releases of
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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. In the event a
correction is itself in error, EAGLE shall revise the 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 direct, 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 EAGLE shall not be liable for nor deemed to be in default due to any delay or failure to perform its
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. 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.
2. 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
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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.
3. 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 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
sublicense may be used to secure the cost of the sublicense as follows: COUNTY may give the
person financing such cost the right to have this sublicense assigned to himself or to a third party,
subject to the provisions of the section entitled "Assignment of Sublicense," 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.
4. 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, to abide by all of the restrictions regarding the Software which
are set out in this Section C, 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.
5. 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
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measures for any purpose whatsoever.
6. 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.
7. In the event of termination or expiration of this Agreement, the sublicense 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.
8. In the event of termination or expiration of this Agreement, all rights and the sublicense 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.
9. 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 sublicense 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 and each author.
2. COUNTY is purchasing the software for the express purpose of acquiring and/or maintaining a
Commissioner's meeting minutes recording system in COUNTY's Clerk's office. EAGLE is
implementing the software applications and training COUNTY's staff pursuant to these objectives.
In purchasing these software systems, COUNTY warrants that the software applications 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 or for use by the COUNTY's office in any
manner not anticipated by this agreement.
3. The term of the sublicense 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 sublicense is
perpetual, subject to termination for material breach of this Agreement.
4. Prior to the term of this sublicense, EAGLE may loan its copy of the Software to COUNTY for a
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temporary period. During the period of the loan, the loaned copy shall be subject to all the
provisions of this sublicense. THE LOANED COPY IS DESIGNED TO CEASE OPERATING
SIXTY DAYS AFTER INSTALLATION.
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. Such items are provided free of charge during the warranty
period, but 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 SUBLICENSE:
1. In the event COUNTY wishes to assign its sublicense 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.
The above Software Sublicense Addendum must be executed by the intended end user of the software
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(COUNTY).
SOFTWARE SUBLICENSE AGREEMENT:
WELD COUNTY: TYLER TECHNOLOGIES, EAGLE DIVISION:
By: �'� �t^ P —411a7 By: / -
Print: William H. Jerke Print: c�y�. Feat
Title: Chair, Board of Weld County Title: CFO
Commissioners
Date: 2/28/2005 Date: Z z) 2-e,05.
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