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CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY DEPARTMENT OF Information Technology
AND Tyler Technologies, inc.
This Agreement EXtension/Renewai ("Renewal"), made and entered into IS day of Omize& 2Q17, by and between the
Board of Weld County Commissioners, on behalf of the Weld County Department of information Technoioev, hereinafter referred to
as the 'Department", and Prier Technologies. inc. hereinafter referred to as the "Contractor".
WHEREAS the parties entered into an agreement (the "Original Agreement") Identified by the Weld County Clerk to the
Board of County Commissioners as document No. 2008-0240. approved on inailain.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The invoice, together with the Original Agreement, constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
1. The new term will begin on 10/01/2017 and end on 09/30/2011.
2. Invoke Number 025-19115141s attached and incorporated herein.
• All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written.
CONTRARTOIb
Daft Wo rwble
Printed
Signature
ATTEST: did.) v•
Weld
BY:
Deputy Cie j o the Board
rr1
WARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Steve Moreno, Chair Pro-Tem
SEP 1 8 2017
AS TO
I or Department Head
0oR 04°
Remittance:
• ••� Tyler Technologies, Inc.
•• ••• (FEIN 75-2303920)
tyler
P.O. Box 203556
• technologies Dallas, TX 75320-3556
Empowering people who serve the public'
Bill To: Weld County Treasurer
P.O. Box 458
Greeley, CO 80632
Customer No.
45000
Ord No
83303
Date Description
Invoice
Invoice No
025-198514
Date Page
09/01/2017 1 of 1
Questions:
Tyler Technologies - Local Government
Phone: 1-800-772-2260 Press 2, then 2
Fax: 1-866-673-3274
Email' ar@tylertech.com
Received:
Okay To Pay:
Date:
Project #: ine."1r
Ticket #:
Banner Code:
Nella�t
PO Number
Ship To: Weld County Treasurer
P.O. Box 458
Greeley, CO 80632
Currency
USD
Units
Terms
NET30
Rate
Contract No : Weld County Treasurer, CO
Software Support EagieTreasurer Tax
Maintenance: Start: 01/Oct/2017, End: 30/Sep/2018
Software Support Eagle Web Treasurer Tax
Maintenance: Start: 01 /Oct/2017, End: 30/Sep/2018
**ATTENTION**
Order your checks and forms from
Tyler Business Forms at 877-749-2090 or
tyterbusinessforms.com to guarantee
100% compliance with your software.
47,798.63
23,730.89
Due Date
10/01/2017
Extended Price
47,798 63
23,730.89
Subtotal
Sales Tax
Invoice Total
71,529 52
0.00 I
71,529 52
RESOLUTION
RE: APPROVE SALES AGREEMENT FOR EAGLETREASURER AND AUTHORIZE CHAIR
TO SIGN - TYLER TECHNOLOGIES, INC. - EAGLE DIVISION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Sales Agreement for EagleTreasurer
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Treasurer's Office, and Tyler Technologies, Inc. -
Eagle Division, commencing January 21, 2008, with further terms and conditions being as stated
in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Sales Agreement for EagleTreasurer between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Treasurer's Office, and Tyler Technologies, Inc. - Eagle Division, be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 21st day of January, A.D., 2008.
ATTEST:
Weld County Clerk to the Board
bz�'�
BY:
De Clerk to the Boart
APP O /Fl & S TO F
unty Att ney
Date of signature- T (27D(D�
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
illiam H. Jerke, Chair
Robe
David E. Long
n, Pro-Tem
Cji
Q) 10 . 4iOp'riot_ O 1
Douglas ademac r
00 :1,
2008-0240
TR0024
tyler
.. ECHN0LCC:
Tyler Technologies, Inc.
PO oz 1020 120E 3 - Street Eagle, Colorado 81631 TE 3160,554.44 4 ,yux tt r agie.com
January 11, 2008
Renee Fielder, Assistant County Treasurer
Weld County
1400 N 17th Avenue
Greeley, CO 80631
Dear Ms. Fielder:
Enclosed are three signed copies of the Sales Agreement for EagleTreasurer with Tyler
Technologies — Eagle Division. Please sign all three copies retaining two for your
records and returning one to:
Tyler Technologies — Eagle Division
P. O. Box 1020
120 East 3rd St.
Eagle, CO 81631
We appreciate this opportunity to continue working in partnership with you. If you have
any questions, please do not hesitate to call.
Sincerely,
Diane B. Colby EA
Accountant
2008-0240
tylertrurr'-
SALES AGREEMENT
This Sales Agreement (this "Agreement") dated as of / r2/ , 2008 is entered into by and between
Weld County, Colorado, ("CLIENT") and Tyler Technologies, Inc. — Eagle Division ("TYLER"). This
Agreement shall become effective as of the last date set forth on the signature page hereto (the "Effective
Date").
WHEREAS, CLIENT desires to (i) license certain software from Tyler and (ii) receive certain related
implementation, maintenance and support services from Tyler, all on the terms and subject to the
conditions set forth in this Agreement; and
WHEREAS, Tyler desires to license such software to CLIENT and sell, deliver, and provide to CLIENT
such implementation, maintenance and support services, all on the terms and subject to the conditions
set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing, and the mutual promises contained herein, along
with other good and valuable consideration, the receipt and sufficiency of which all parties mutually
acknowledge, the parties agree as follows:
CLIENT shall purchase the licenses, products, and related services for the total purchase price as set
forth on the table below (the "Purchase Price"). The Purchase Price shall be due and payable to Tyler
according to the payment schedule set forth below.
The Purchase Price shall remain in effect for a period of ninety (90) days commencing January 8, 2008.
Pricing and Payment terms:
Pricing Table
Product
Total of
software
license fees
Total of
Implementation
Services
Total of 1st
Year
Maintenance
Fees
Product Total
EagleTreasurer
$108,850
$56,700
$26,124
$191,674
Credit for TIMS+plus
($33,120)
$0
$0
($33.120)
EagleWeb with eCommerce
$65,000
$6,000
$15,600
$86,600
Parcel Specific CM
$22,000
$0
$5,280
$27,280
Remote Mobile Home
Authentification
$0
$9,000
$0
$9,000
Interface to Client's Finance
System
$0
$5,600
$0
$5,600
CATEGORY TOTALS
$162,730
$77,300
$47,004
$287,034
The services fees have been estimated based on a typical installation for a county the size of CLIENT
and assumes that CLIENT is able to meet its obligations regarding staff availability for all scheduled
training, hardware delivery dates, and other deliverables scheduled hereunder. Service hours could
be greater or less than quoted. Any additional hours and related expenses shall be scheduled,
incurred and billed only with the consent of the CLIENT's project manager.
'of0 -&74ea
•
SALES AGREEMENT
Payments Table
Client will pay within thirty (30) days of billing as follows:
Purchase Price I
$287,034
Of the total purchase price, payments will be made by the
CLIENT to TYLER as follows:
Initial payment upon signing of this Agreement
$57,407
Due upon completion of Analysis, Design and Site
Prep
$28,703
Due upon completion of Software Install &
Configuration — requested timeframe September
2008
$28,703
Due upon completion of Data, Image & Sketch
conversion
$39,107
Due upon completion of Training
$28,703
Due upon completion of Testing and Acceptance of
Converted Data
$57,407
1st year support for Eagle Treasurer due and
payable 30 days after Verification
$47,004
*Second year support will not be increased 15% of
the $47,004 of the first year support
* The invoice for the first year support for EagleTreasurer will be prorated to provide CLIENT credit for
any unused but paid -up support for TIMS+plus as of the time of Verification. Invoice also to be
prorated to the end of the current calendar year.
NOTE:
1. CLIENT understands that it will be responsible for providing the appropriate database software for the
applications being provided under this Agreement. This responsibility includes payment of all license fees
due to the licensor of the database products and maintenance costs associated with the products. As part
of the implementation services, TYLER will confer with CLIENT concerning database and version
selection and setup.
This Agreement consists of the Sales Agreement with the following Exhibits, each of which is
incorporated herein by reference:
Exhibit A — Terms and Conditions;
Exhibit B — Software License Agreement
Exhibit C — Description of the Software, Services and Maintenance Fees
Exhibit D — Software Support Agreement
2
•
SALES AGREEMENT
THIS AGREEMENT, INCLUDING THE EXHIBITS, CONSTITUTES THE EXCLUSIVE
STATEMENT OF THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES
ANY PRIOR ORAL OR WRITTEN REPRESENTATIONS OR AGREEMENTS BETWEEN THE
PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO
WARRANTIES FROM TYLER TO CLIENT EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
EXCEPT FOR ANY SUCH WRITTEN WARRANTIES, TYLER DISCLAIMS ALL OTHER
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
OR OF FITNESS FOR A PARTICULAR PURPOSE. ANY AMENDMENTS, ADDENDA,
ALTERATIONS OR MODIFICATIONS TO THE TERMS OR CONDITIONS OF THIS AGREEMENT
SHALL BE IN WRITING AND SIGNED BY BOTH PARTIES.
By execution in the space below, each party represents that this Agreement has been read in its
entirety and has been executed by an authorized representative.
CLIENT:
WE
COU R PARTMENT, COLORADO
ohn Lefebvre, surer Date: (— / 7 r
BOARD OF COUNTY COMMISSIONERS
e, Chair Date : JAN 2 12008
Depu y Clerk t. the Board
3
al'p _ 0a7O
•
SALES AGREEMENT
TYLER TECHNOLOGIES, INC. - EAGLE DIVISION
By:
Name: Crct k y F it c -'[t
Title:
Date:
GFG
Address for Notices:
120 East Third Street, Box 1020
Eagle, CO 81631
Facsimile Number 970-328-6521
Phone Number 800-554-4434
4
•
SALES AGREEMENT
EXHIBIT A - TERMS & CONDITIONS
A. VERIFICATION OF THE SOFTWARE PRODUCTS: At CLIENT's optional request within thirty (30)
days after each software product has been installed on CLIENT's system, TYLER will test and verify the
software product in accordance with TYLER's standard Verification test procedure by demonstrating to
CLIENT that the software product is loaded on the CLIENT's hardware system, is fully operational and
substantially complies with TYLER's written specifications for the software set forth in Exhibit C. Timing of
Verification may vary as agreed between TYLER and CLIENT in writing during the planning phase of the
project. If CLIENT does not request Verification, Verification for each software product will be deemed to
have occurred thirty (30) days after each payment milestone of that software product on CLIENT's system.
B. TRAINING: TYLER shall provide training as specified in Exhibit C, Description of the Software,
Services and Maintenance Fees. CLIENT shall have the following obligations with respect to training: (i)
CLIENT staff shall be available for training as scheduled and agreed upon; (ii) training shall be provided
in a suitable training location and on equipment provided by the county unless other arrangements are
previously made with TYLER; (iii) CLIENT staff time shall be dedicated to the training sessions with
minimal interruptions; and (iv) CLIENT staff shall be familiar with desktop computers and the Windows
(client) operating system.
C. SUPPORT SERVICES: The terms and conditions for support of the software are set forth in
Exhibit D of this Agreement.
D. ADDITIONAL SERVICES: Services requested by CLIENT beyond the scope of this Agreement or
the Software Support Agreement (if any) shall be provided at the following rates, which TYLER may
change on thirty days written notice to CLIENT:
Professional Services (remote or on -site): $140 / hour
Per Diem and/or Travel Expenses:
The CLIENT will reimburse travel expenses for
local businesses with receipt copies (rental car,
hotel and incidentals, e.g. telephone charges —
exclusion: alcohol) plus travel time of $75/hour
and travel expenses (airfare or mileage). Meals
to be invoiced at TYLER's standard per diem
rates (Currently: breakfast - $6, Lunch - $10
and dinner - $24). Travel arrangements shall
always be made in the best interest of the
CLIENT
E. PROJECT MANAGEMENT: CLIENT agrees to designate in writing a primary contact (the "Project
Manager") to represent CLIENT and help coordinate CLIENT's personnel during the design, development,
installation, training and maintenance of the system. The Project Manager shall have the authority to
Exhibit A Page 1
•
SALES AGREEMENT
amend delivery schedules, seek additional services hours, and authorize other changes to this
Agreement.
F. CANCELLATION OR TERMINATION: Either party may terminate this Agreement upon sixty (60)
days' prior written notice to the other party. In the event this Agreement is cancelled or terminated by
CLIENT, CLIENT shall pay for all software products, services, and expenses delivered or incurred prior to
the effective date of the cancellation or termination. In the event of termination prior to the complete
installation of the software purchased under this agreement, CLIENT shall be responsible only for
payment of milestones actually attained as set forth in the Payments Table. CLIENT shall not be
responsible to pay for product and/or services provided after the attainment of a milestone, if such
products and/or services do not result in the attainment of another milestone.
G. INTELLECTUAL PROPERTY INDEMNITY: If any action or proceeding is brought against the
CLIENT that alleges that all or any part of the Software or any other deliverable, in the form supplied, or
modified by TYLER, or the CLIENT's use thereof, infringes or misappropriates any United States
copyright or patent or trademark or any trade secret, or violates any other contract, license, grant, or other
proprietary right of any third party, the CLIENT, upon its awareness, shall give TYLER prompt written
notice thereof. TYLER shall defend and hold CLIENT harmless against any such claim or action with
counsel of TYLER's choice and at TYLER's expense and shall indemnify the CLIENT against any liability,
damages and costs resulting from such claim. The CLIENT shall cooperate with and may, at its own
expense, monitor TYLER in the defense of any claim, action or proceeding and shall, if appropriate, make
employees available as TYLER may reasonably request with regard to such defense. This indemnity
does not apply to the extent that such a claim is based, in whole or in part, upon modifications to the
Licensed Software made by the CLIENT, or any third party under CLIENT's directions, or upon the
unauthorized use of the Licensed Software by CLIENT.
If the Licensed Software or any other deliverable becomes the subject of a claim of infringement or
misappropriation of a copyright, patent, trademark, or trade secret or the violation of any other contractual
or proprietary right of any third party, TYLER shall at its sole cost and expense select and provide one of
the following remedies, which selection shall be in TYLER's sole discretion: (i) promptly replace the
Licensed Software or the other deliverable with a compatible, functionally equivalent, non -infringing system
or deliverable; (ii) promptly modify the Licensed Software or the other deliverable to make it non -infringing;
or (iii) promptly procure the right of CLIENT to use the Licensed Software or the other deliverable as
intended.
H. LIMITATION OF LIABILITY: TYLER shall not be liable for any loss, damage or claim arising under
this Agreement, regardless of the form of action, except for the loss or damage caused by the negligence
of TYLER. TYLER's total liability to CLIENT for any loss, damage or claim shall not exceed the total
amounts paid to TYLER under this Agreement. In no event shall TYLER be liable for (i) any special,
indirect, incidental, or consequential damages; or (ii) any damage resulting from loss of use, data or profits.
Notwithstanding anything in this Agreement to the contrary, CLIENT's remedies against TYLER shall be
limited to either (i) replacement or repair of any defective products or services, or, (H) a refund of all sums
Exhibit A Page 2
SALES AGREEMENT
paid by CLIENT to TYLER for the defective products or services and for any other goods or services
rendered substantially worthless because of the defective products or services, the selection of which
shall be in CLIENT's sole discretion.
I. INDEMNITY FOR INJURY TO PERSONS OR PROPERTY: TYLER shall release, indemnify,
defend and hold harmless CLIENT from any and all liability, loss or damage, including reasonable costs
of defense, that they may suffer as a result of claims, demands, actions, or damages to any and all
persons or property to the extent that such results from the gross negligence or intentional acts of
TYLER, its officers, agents or employees. This indemnification shall not apply to the extent such claims,
demands, actions, or damages result from the acts or omissions of CLIENT, its officers, agents or
employees. This indemnification shall survive the termination of this Agreement.
To the extent permitted by the laws of the CLIENT's state of domicile, CLIENT shall release, indemnify,
defend and hold harmless TYLER from any and all liability, loss or damage, including reasonable cost of
defense, that TYLER may suffer as a result of claims, demands, actions, or damages to any and all
persons or property to the extent that such results from the gross negligence or intentional acts of
CLIENT, its officers, agents or employees. This indemnification shall not apply to the extent such claims,
demands, actions, or damages result from the acts or omissions of TYLER, its officers, agents or
employees. This indemnification shall survive the termination of this Agreement.
J. FORCE MAJEURE: Either party shall be excused for reasonable delay or reasonable failure to
perform its obligations hereunder for causes beyond its control, including, but not limited to, fire, storm,
flood, earthquake, explosion, accident, illness, acts of public enemy, war, rebellion, riot, terrorism,
sabotage, transportation delays, labor disputes, acts of God, acts of federal, state, or local governments
or any agency thereof, judicial action or other causes beyond its control.
K. CLIENT RESPONSIBILITIES:
Backups: CLIENT is responsible for maintaining current backups of all data and
images according to the backup procedure recommended by TYLER. This procedure
includes adherence to a backup schedule, rotation requirements, verification of
successful backups and off -site storage provisions.
2. Working Space: CLIENT agrees to provide TYLER with sufficient working space and
time, access to the computer system and other facilities and adequate time on the
part of appropriate CLIENT staff, including supervisory staff, during normal business
hours as shall be reasonably required for TYLER to install and maintain the system
and train CLIENT personnel.
3. Internet Connectivity: CLIENT shall make available to TYLER access via a symmetric
high-speed Internet connection, 512 Kb/S or faster, for System support. CLIENT shall
install or allow TYLER to install communication software designated or approved by
Exhibit A Page 3
•
SALES AGREEMENT
TYLER and allow TYLER remote access via a high-speed Internet connection for
purposes of analyzing and updating the System and correcting problems. CLIENT
shall provide TYLER with access to all TCP/IP ports on any systems that host the
TYLER application infrastructure. Failure by CLIENT to provide or maintain adequate
Internet access, including provision for high-speed information transfer, may result in
additional support fees or, in circumstances where low -speed connections are
deemed to be obstructing TYLER in its efforts to carry out support functions, in
termination of the Support Agreement, at TYLER's discretion.
4. CLIENT will purchase MSelect SQL Server 2005 Standard license and an additional
MSelect SQL CAL 2005 MP Device for each desktop.
5. CLIENT Procured Hardware: CLIENT will procure some or all of the system hardware
through third party vendors, and not from Tyler to support the proposed application.
CLIENT acknowledges receipt of a list of recommended hardware from TYLER. While
the equipment list previously provided 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, TYLER technicians may recommend additional hardware or modifications to
this hardware list. 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. During the site -prep phase of the project, CLIENT and TYLER will
mutually agree on the final hardware configuration that the CLIENT is to procure
L. MISCELLANEOUS:
1. ASSIGNMENT: This Agreement may not be assigned by CLIENT. TYLER may not assign this
Agreement without the prior written consent of CLIENT, which consent shall not be unreasonably
withheld.
2. NOTICE: All notices which CLIENT or TYLER may have cause to give to the other shall be
delivered in writing to the address set forth on the signature page hereto (or other address as notified
in writing by the parties) via overnight delivery, hand delivery, or facsimile followed with an original via
certified mail, effective upon receipt or three days after sending, whichever is earlier.
3. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the
laws of CLIENT's state of domicile.
4. DISPUTE RESOLUTION: In the event of a dispute between the parties under this Agreement
pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance
Exhibit A Page 4
•
SALES AGREEMENT
with the then prevailing rules of the American Arbitration Association.
5. SEVERABILITY: If any provision of this Agreement is held to be void or unenforceable by the
courts in connection with litigation over this Agreement, the validity of the remaining provisions shall
not be affected and the rights and obligations of the parties shall be construed and enforced as if the
contract did not contain the particular provision held to be void or unenforceable.
6. LEGAL EXPENSES: If attorneys' fees or other costs are incurred to secure performance of any
obligations under this Agreement or to establish damages for the breach thereof or to obtain any
other appropriate relief, whether by way of prosecution or defense, each party shall be responsible
for their own attorneys' fees and costs incurred in connection therewith.
7, AMENDMENT: This Agreement may be amended only by a written document executed by
all parties hereto.
8. GOVERNMENTAL PURPOSE: CLIENT acknowledges that it is entering into this
Agreement for a governmental purpose, and that this is not a consumer transaction.
9. NO JOINT VENTURE: Nothing contained in this Agreement shall be construed to imply that a
joint venture or partnership is created by and between the parties hereto.
10. DOCUMENTS CONSTRUED TOGETHER: The documents constituting this Agreement are
intended to be complementary so that what is required of one of them shall be binding as if called for
by all of them.
11. INCONSISTENCIES: Any inconsistencies in the Agreement shall be resolved by the following
order of preference:
a) Sales Agreement
b) Exhibit A - Terms & Conditions;
c) Exhibit B — Software License Agreement
d) Exhibit C — Detailed Description of the Software, Services and Maintenance Fees
e) Exhibit D — Software Support Agreement
f) Any other Exhibits in their order with E being first.
12. INSURANCE: TYLER shall provide and maintain and/or cause its subcontractors to provide and
maintain appropriate insurance. In no event shall the total coverage be less than the minimum
insurance coverage specified below:
a) Commercial comprehensive general liability with a combined single limit of not less than
Exhibit A Page 5
•
SALES AGREEMENT
$1,000,000 per occurrence, including bodily and personal injury, broad form property damage,
blanket contractual, contractors protective and products and completed operations;
b) TYLER shall comply with applicable legal requirements for workers compensation; and
c) TYLER shall maintain throughout the term of this Agreement professional liability insurance
with coverage limits in amounts not less than $1,000,000.
13. LABOR LAWS: TYLER shall comply with all existing applicable State and Federal Labor
Laws in the performance of the work in this Agreement, including, without limitation, equal
employment opportunity laws.
14. NON-DISCRIMINATION. This Agreement is subject to applicable federal and state laws
and executive orders relating to equal opportunity and nondiscrimination in employment.
Neither TYLER nor its agents or subcontractors shall discriminate in their employment
practices against any person by reason of disability, age, race, religion, color, sex, national
origin, creed, political affiliation, or veteran status. Tyler agrees to comply, and to cause its
agents and subcontractors to comply, with the provisions of said laws and orders to the
extent any such laws and orders are applicable in the performance of this Agreement.
Exhibit A Page 6
•
SALES AGREEMENT
EXHIBIT B: SOFTWARE LICENSE AGREEMENT
This software license agreement covers all software products specifically listed in Exhibit C:
Detailed Description of the Software, Services, Hardware and Maintenance Fees. To the extent
that additional software products may be included in future releases, each such additional software
product shall be subject to this Software License Agreement.
A. DEFINITIONS:
1. Terms not otherwise defined in this Exhibit B, Software License Agreement, shall have the
meaning assigned to such terms in the Sales Agreement, including its Exhibits thereto.
2. "TYLER Software" means the software specified in this Agreement that meets certain TYLER
programming, documentation and support standards, is supported and warranted by the
software author identified in the software documentation and is distributed by TYLER.
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, and 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. SOFTWARE PRODUCT LICENSE:
1. TYLER hereby grants to CLIENT a revocable, non-exclusive, nontransferable, non -assignable
license to use the Software and accompanying documentation and related materials for the
internal business purposes of CLIENT only, subject to the conditions and limitations in this
Agreement. The license is revocable by Tyler if Client fails to comply with the terms and
conditions of this agreement, including without limitation, Client's failure to timely pay the amounts
due in full. Upon payment in full, the license shall become irrevocable, subject to restrictions on
use and other terms set forth in this Agreement.
2. The foregoing license is limited to the specific CLIENT departments as set forth in Exhibit C —
Detailed Description of the Software, Services, and Maintenance Fees. Substantial and continued
use (as defined solely by TYLER) of the software outside the Client departments set forth in
Exhibit C shall constitute the purchase of additional licenses by CLIENT and CLIENT shall be
billed and pay for additional licenses beyond those authorized in this Agreement, including the
corresponding software support costs.
3. This license provides the CLIENT the right to use the software products, accompanying
documentation and related materials supplied under this agreement. Ownership of all software
products, accompanying documentation and related materials, and any copies, modifications and
enhancements to such software products and any related interfaces, including all intellectual
property rights associated therewith, shall remain the sole property of TYLER.
Exhibit B Page 1
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SALES AGREEMENT
4. In implementation of the foregoing license, TYLER shall furnish CLIENT with the Licensed
Software 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 TYLER." The License granted under and subject to the terms and
conditions of this Agreement authorizes CLIENT to use the Licensed Software as defined in Exhibit
C and the granting of sublicenses is not permitted. CLIENT hereby acknowledges that similar
software may be licensed or leased to other users.
5. CLIENT shall have the right to transfer this license to a replacement hardware system; provided,
however, that (a) CLIENT shall provide TYLER with thirty days advance written notice of any
proposed transfer; (b) CLIENT shall be responsible for all costs, including technical assistance
(costs shall be billable charges to CLIENT at TYLER's then prevailing services rate); and (c) if
database software other than Oracle is used on the CLIENT's servers, CLIENT is responsible for
determining the transfer requirements for the database software to different hardware.
6. CLIENT acknowledges and agrees: (a) that each item of software, any modifications and
enhancements and any related interfaces are valuable trade secret property of TYLER or the
author of such item, and that all software bearing a copyright notice is, in addition, subject to the
U.S. federal and state copyright laws; (b) that the use of a copyright notice on the Software shall
not be taken to indicate that the Software has been published; (c) that it does not acquire title to
the Software under this Agreement; (d) aspects of the Software that are trade secrets include, but
are not limited to, the series of instructions or statements that 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; and (e)
to keep the software products confidential and use its best efforts to prevent any misuse,
unauthorized use or unauthorized disclosures by any party of any or all of the software products
or accompanying documentation.
7. CLIENT shall not perform decompilation, disassembly, translation or other reverse engineering on
the Software. CLIENT shall not modify the Software. If CLIENT modifies the Software, TYLER will
not support or correct errors in the modified Software or other Software affected by the
modifications.
8. CLIENT shall not copy or duplicate any version of the Software, whether physical, magnetic, or
otherwise. Notwithstanding the foregoing, CLIENT may copy the computer software, at its own
expense, for the purpose of providing up to three (3) back-up copies, provided that CLIENT (a)
includes in and on each partial or complete copy all notices of copyright and proprietary rights
appearing in and on the Software, (b) establishes a procedure for accounting for each such copy at
all times, and (c) destroys each such copy when it is no longer required.
9. Except for disclosures to its employees and disclosures treated in the following paragraph,
Exhibit B Page 2
•
SALES AGREEMENT
CLIENT 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. CLIENT shall use reasonable precautions (a) to ensure that CLIENT and its
employees do not make unauthorized disclosures or transfers of the Software and (b) 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,
CLIENT shall periodically inform its employees of CLIENT's obligations regarding the Software,
and CLIENT shall be responsible for breaches of this provision by such employees. CLIENT
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 CLIENT, or an employee of CLIENT, CLIENT
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 CLIENT in connection with such activities, TYLER or any other author may assume
the prosecution of such proceeding, if such party, in its sole discretion, deems that its interests so
require. CLIENT will promptly furnish TYLER 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 TYLER or any other author to recover damages or obtain other relief against CLIENT
for breach of this paragraph by CLIENT or its employees. CLIENT shall keep each and every item
comprising the Software free and clear of all claims, liens, and encumbrances except those of
TYLER and each author and any act of CLIENT, voluntary or involuntary, purporting to create a
claim, lien or encumbrance on such an item shall be void.
10. CLIENT may disclose the Software to an independent contractor retained by CLIENT in
connection with its use of the Software, provided that such independent contractor has, prior to
such disclosure, executed a written non -disclosure agreement with TYLER on terms and
conditions acceptable to TYLER. Notwithstanding the foregoing, TYLER may elect to deny
disclosure to a third party in its sole reasonable discretion.
11. In order to help preserve the confidentiality of the Software, TYLER has or may in the future
provide (a) scrambled or protected code or only object code for certain portions of the Software,
or (b) implement other security measures regarding the Software. CLIENT agrees not to
unscramble, decode, disassemble, or decompile such items, nor to circumvent such security
measures for any purpose whatsoever, without the written consent of TYLER.
12. In the event CLIENT 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
TYLER or any other author, whether those rights are explicitly stated, determined by law or
otherwise, TYLER 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. In addition to the foregoing, upon such improper use, copy, disclosure,
Exhibit B Page 3
•
SALES AGREEMENT
or transfer of the Software by CLIENT, the licenses hereunder shall terminate immediately.
13. In the event of termination or expiration of this Agreement, the license rights granted to CLIENT
shall immediately terminate and CLIENT shall immediately return, unencumbered, all existing
copies of the Software to TYLER and certify to TYLER that all copies or partial copies of the
Software have been returned or destroyed.
14. In the event of termination or expiration of this Agreement, all rights and the license granted to
CLIENT hereunder shall forthwith terminate with respect to CLIENT, except that in the event
CLIENT ceases to pay future maintenance fees, CLIENT remains entitled to use all software
previously purchased or acquired under previous maintenance agreements.
15. 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.
C. LIMITED WARRANTY AND LIMITATION OF LIABILITY:
1. The media on which the Licensed Software is provided shall be, upon delivery and installation, free
of defects in material and workmanship.
2. The Licensed Software shall possess all material functions and features, and shall perform in
accordance with the specifications set forth in Exhibit C and in current documentation, and to the
extent that the Software does not so perform, TYLER shall fix defects and provide such other
remedial services as set forth in the Software Support Agreement, which shall be the sole remedy
of CLIENT.
3. The Licensed Software shall be compatible with the Operating System, application programs,
CPUs, and networks specified in the recommended hardware configuration.
4. TYLER does not warrant the Software against faulty performance due to (a) failure of operating
systems, compilers, interpreters, interfaces, utilities or other software not supplied by TYLER, to
perform according to their respective specifications or (b) damage to any software or data caused
by any software not supplied by TYLER.
5. Portions of the Licensed Software may have been developed by and may be the proprietary
property of a third party (the "Third Party Software"). TYLER warrants that it has the legal right to
license such Third Party Software and all warranties related to such Third Party Software shall
pass through to CLIENT.
6. TYLER warrants that it possesses all legal rights to the software developed by TYLER that is
supplied as part of this Agreement.
THE TYLER SOFTWARE IS DELIVERED WITH THE EXPRESS WARRANTIES SET FORTH IN
THIS PARAGRAPH C ONLY. TYLER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
Exhibit B Page 4
•
SALES AGREEMENT
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES,
OBLIGATIONS, AND LIABILITIES OF TYLER AND THE RIGHTS AND REMEDIES OF CLIENT
SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. THERE ARE NO
WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
D. SCOPE AND TERM OF LICENSE:
The license rights to use the Software granted to CLIENT are non-exclusive and are subject to the
terms of this Agreement. Such use is limited to the specific organizations in the CLIENT's County
as defined in Exhibit C and to the preparation of data and reports for CLIENT and for other
affiliated organizations, provided that the processing is done by CLIENTS personnel on CLIENT's
computers or temporary substitute computers. The Software may not be used by third parties, nor
may CLIENT use the Software to process data for third parties, except as may be specifically
required by the duties of the CLIENT's office.
E. CORRECTIONS, ENHANCEMENTS, AND NEW VERSION RELEASES:
Provided that CLIENT is operating under a valid Software Support Agreement, included as Exhibit
D to the Agreement, TYLER may from time to time make available to CLIENT corrections and
enhancements to the version of the Software or new version releases that are designed to
improve the performance of, or add capabilities to, an existing application version of the Software.
TYLER 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. CLIENT shall bear all costs for conversion and reprogramming necessitated by custom
modifications.
F. MISCELLANEOUS:
1. TYLER 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.
CLIENT agrees to install such modified Software or new release promptly after receipt.
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.
Exhibit B Page 5
SALES AGREEMENT
EXHIBIT C: DESCRIPTION OF THE SOFTWARE, SERVICES, HARDWARE AND MAINTENANCE
FEES
Exhibit C Page 1
Weld County Treasurer
Treasurer Upgrade Price Quote
January 7, 2008
EagleTreasurer Base License Fee
(per installation of the master application)
CLIENT department licensed to use the Software is the Weld County Treasurer Department
1
108,850
108,850
26,124
Sub -Total for EagleTreasurer
108,850 26,124
Migration Credit for Price Paid for TIMS+plus
(33,120)
ISoftware Total for EagleTreasurer Module:
$75,730 26,124
Project Management
Analysis, Design and Site Preparation
Site Certification
Site Certification Documentation
Staging of Software
Software Configuration, Staging and Validation
Creation of Appraisal Models - up to five Models included
Testing & User Acceptance
Installation Services
Software (and Hardware) Installation
Training
System Setup
On -Site Training
WebEx Training
Go -Live
Go -Live Assistance and Services
Production Systems Transition
Data Upload
Data Upload Services
Image Upload
Image Upload Services
1 6,740 6,740
1 12,950 12,950
1 2,240 2,240
1 3,360 3,360
1 4,150 4,150
1 18,670 18,670
1 1,600 1,600
1 6,850 6,850
1 140 140
1 included included
1 included included
Service Totals for EagleTreasurer Application:
$56,700
I
Exhibit C
Page 2
Weld County Treasurer
January 7, 2008
Total for all EagleTreasurer Application:
5132,430
Total Annual Support for EagleTreasurer Application:
$26,124
Additional Modules
EagleWeb Application
Internet Access Module
eCommerce for EagleWeb
1 26,000 26,000 6,240
CLIENT must establish a Merchant Account with a 3rd Party Credit Card 1 39,000 39,000 9,360
Processor to be able to accept credit card payments. CLIENT is
responsible for any costs associated with opening and processing credit
cards. CLIENT must also provide a high speed internet connection for
access to the application. There are several methods the CLIENT can
use for billing users via the eCommerce module. eCommerce is for the
EagleTreasurer Module only.
Installation Services
Installation and Implementation - Assumes EagleWeb Installation and
Implementation occur in conjunction with EagleTreasurer Training and
Implementation.
1
6,000
6,000
Total for EagleWeb Module:
$71,000 $15,600
Treasurer Parcel Specific Content Management
(Scanning, Imaging & Content)
22,000
22,000 5,280
Total for Imaging and Workflow Software:
$22,000 $5,280
Remote Mobile Home Authentification
Interface to Client's Finance System
1
1
9,000
5,600
9,000
5,600
Total for Software Customization
$14,600
Exhibit C
Page 3
Weld County Treasurer
ERVICE
DESCRIPTION OF SERVICES
1. Project Management
Includes estimated professional services, travel time and expenses, and per
diem costs required for on -site visits as well as general project development.
Project management includes communications and meetings with end user
staff members for general development the specific project; Project Plan and
Schedule. Conversion Plan. Installation/Implementation Plan, Training Plan
and schedule as well as data and software testing plan and on -going Project
Management.
January 7, 2008
Estimated
Per Total
Service Diem/Travel Estimated Days On -
Total Cost Costs Costs Hours Site
6,740 5,740 1,000 41 2
2. Business Analysis
Includes estimated professional services required for information gathering 12,950 11.200 1,750 80 5
on business processes, creation/discussion of forms, business/calculation
models, workflow. etc. Specify software functions any required
modifications/enhancements.
3. Software Configuration & Staging
Includes estimated professional services, travel time, expenses, and per
diem costs for staging, configuration installation of configured application
software and hardware quoted.
4. Testing and User Acceptance
Includes estimated professional services for internal testing and user
review/acceptance of all the software components (screens, models, current
reports; forms; workflow, etc.).
5. Installation
Includes estimated professional services for installation of the base software
and any hardware quoted herein. Includes configuration of database and
application servers. Provides for both on -site and off -site services.
6. Training and Implementation
Includes estimated professional services, travel time and expenses, and per
diem costs for training and implementation required for a successful
implementation of the project. This line item anticipates on -site training and
implementation, complete with all ancillary logistical costs.
7. WebEx Remote Training Services
Includes estimated professional services for WebEx remotes training for
follow-up training and annual processes for the balance of the calendar year.
8. Go -Live Services
Includes estimated professional services for Go -Live Services.
9. Production System Transition
Includes estimated professional services to transition from a training and
implementation status to a production system status.
10. Data Upload
There are no charges for converting existing +plus data to EagleSoftware
Applications.
11. Image Upload
There are no charges for converting existing +plus images to EagleSoftware
Applications.
Exhibit C Page 5
2,240 2,240 0 16 0
3,360 3,360 0 24 0
4,150 3.150 1,000 23 2
18,670 14,420 4,250 103 11
1,600 1,600 n/a 16 n/a
6,850 5,600 1,250 40 5
140 140 0 1 0
Included
Included
Weld County Treasurer January 7, 2008
12. Sketch Conversion
There are no charges for converting existing +plus sketches to
EagleSoftware Applications.
13. Pricing Note
Service hours have been estimated, based on a typical installation for a
county of this size. Service hours assume that the CLIENT Is able to
meet their obligations regarding staff availability for all scheduled
training, hardware delivery dates (if ordering their own hardware), etc.
Service hours could be greater or less than those quoted. Any
additional hours required will be scheduled with the consent of the
CLIENT's Project Manager. Actual service hours will be billed.
Included
Professional
ervices Total
$56,700
Exhibit C Page 6
•
SALES AGREEMENT
EXHIBIT D: SOFTWARE SUPPORT AGREEMENT
This Software Support and Maintenance Agreement (this "Support Agreement") is entered into by and
between Tyler Technologies, Inc. — Eagle Division ("TYLER") and Weld County, a governmental entity in
the State of Colorado ("CLIENT").
WHEREAS, CLIENT has acquired a license to use certain proprietary software of TYLER pursuant to that
certain Sales Agreement between CLIENT and TYLER, subject to the restrictions set forth in the Sales
Agreement;
WHEREAS, CLIENT desires to acquire certain software support and maintenance services with respect
to such software, and TYLER desires to provide such services, all on the terms and conditions set forth in
this Support Agreement;
WHEREAS, terms not otherwise defined in this Support Agreement shall have the meaning of the terms
set forth in Exhibit D, Definitions, which is incorporated by reference herein.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises contained herein,
along with other good and valuable consideration, the receipt and sufficiency of which all parties mutually
acknowledge, the parties agree as follows:
1. COST OF SUPPORT SERVICES: The cost of these services for the first year of the Agreement
is $47,004 annually, which shall be paid as set forth in Paragraph 2 below and Paragraph A, General
Terms & Conditions, of this Exhibit. Should TYLER be required to pay any additional fees and/or taxes
associated with this contract, the appropriate amounts will be added to the invoices for the payments
listed above.
2. SUPPORTED APPLICATIONS:
EagleTreasurer
EagleWeb with eCommerce
Parcel Specific Content Management
PAYMENT TERMS: The software support services provided under this Agreement shall be in effect for 12
months based on the following initial payment schedule:
Annual Support Price I
$47,004
Of the total support price, payments will be made by the
CLIENT to TYLER as follows:
First year support for EagleTreasurer with all
associated modules due and 30 days after
Verification of the software
Second year support for EagleTreasurer with all
associated modules will not exceed 15% increase
from $47,004 first year support
$47,004
Exhibit D
Page 1
SALES AGREEMENT
* The invoice for the first year support for EagleTreasurer will be prorated to provide CLIENT credit for
any unused but paid -up support for TIMS+plus as of the time of Verification. Invoice also to be prorated
to the end of the current calendar year.
3. TERM OF AGREEMENT: The software support services provided under this Support Agreement
shall be in effect for 12 months beginning upon Verification as defined above in the Payment Terms. This
Support Agreement shall automatically renew for additional twelve month periods unless either party
provides the other party written notice of its intent not to renew at least 30 days prior to the expiration of
the then current term. CLIENT shall be notified of changes in terms, conditions and price of the renewal
in writing at least 60 days prior to the expiration of the term hereof or of any renewal period. In the
absence of any written notification, the renewal(s) shall be upon the same terms and conditions as set
forth under Payment Terms, Invoicing below in Paragraph A.2.
4. GENERAL TERMS AND CONDITIONS: Set forth on Paragraph A is the General Terms and
Conditions of this Support Agreement, which is incorporated by reference herein.
A: GENERAL TERMS AND CONDITIONS FOR SOFTWARE SUPPORT
1. INITIATION OF SUPPORT: Support for all software products shall begin on the date of Verification
of each software application.
2. PAYMENT TERMS; INVOICING:
a). Support fees shall be due and payable upon Verification and subsequent years' maintenance
fees for all products shall be due and payable on the anniversary of the start of the first year's
maintenance.
b). TYLER shall invoice CLIENT upon Verification of the Supported Applications as defined above
and each year thereafter on the anniversary of the Verification for the forthcoming year's standard
charges and otherwise as set forth above. Payment for support services shall be due upon
invoicing.
c). TYLER shall also invoice CLIENT each month for any additional fees and charges accrued and
all reimbursable expenses incurred during the previous month.
d). If CLIENT fails to pay any charges when due and payable, CLIENT agrees that TYLER shall have
the right to invoice and CLIENT shall pay all costs, including reasonable attorney fees, expended
in collecting overdue charges plus a late payment charge of the lesser or 1.5% per month or the
highest rate allowable by law, whichever is less, on the unpaid balance. Accrual of the late
payment charge begins sixty (60) days after such payment is due.
e). Prices and license fees are exclusive of all federal, state, municipal or other political subdivision,
excise, sales, use, property, occupational, or like taxes now in force or enacted in the future and
are therefore subject to an increase equal to any such taxes TYLER may be required to collect or
pay upon the sale or delivery of the Products and Services purchased or licensed hereunder.
Exhibit D Page 2
SALES AGREEMENT
Should TYLER be required to pay any of these taxes as a result of this contract, the appropriate
amounts will be added to invoices and paid by CLIENT.
3. CONFIDENTIALITY: TYLER acknowledges that during discussions with CLIENT leading up to this
Agreement and during its performance, certain proprietary or confidential data of CLIENT may be
disclosed to TYLER or to TYLER's employees or agents. TYLER agrees that all data not normally
available through other sources may be proprietary, and will be safeguarded by TYLER with the same
degree of care that it accords to TYLER's own proprietary data. In no event shall confidential information
include information that (i) is publicly known or becomes publicly known through no fault of TYLER, (ii) is
generally or readily obtainable by the public, or (iii) constitutes the general skills, knowledge and
experience acquired by TYLER before entering into this Agreement and thereafter.
4. RISK OF LOSS: CLIENT shall be responsible for protecting its system from loss, damage or
destruction. In the event of such loss, damage or destruction, the item of the system so lost, damaged or
destroyed shall be replaced by TYLER at the request and sole expense of CLIENT.
5. LIMITATION OF LIABILITY. TYLER's total liability to CLIENT for any loss, damage or claim shall not
exceed the total amounts paid to TYLER under this Support Agreement. In no event shall TYLER be
liable for (i) any special, indirect, incidental, or consequential damages; or (ii) any damage resulting from
loss of use, data or profits. Notwithstanding anything in this Agreement to the contrary, CLIENT's
remedies against TYLER shall be limited to either (i) replacement or repair of any defective products or
services, or, (ii) a refund of all sums paid by CLIENT to TYLER for the defective products or services and
for any other goods or services rendered substantially worthless because of the defective products or
services, the selection of which shall be in TYLER's sole discretion.
6. INDEMNITY FOR INJURY TO PERSONS OR PROPERTY: TYLER shall release, indemnify, defend
and hold harmless CLIENT from any and all liability, loss or damage, including reasonable costs of
defense, that they may suffer as a result of claims, demands, actions, or damages to any and all persons
or property to the extent that such results from the gross negligence or intentional acts of TYLER, its
officers, agents or employees. This indemnification shall not apply to the extent such claims, demands,
actions, or damages result from the acts or omissions of CLIENT, its officers, agents or employees. This
indemnification shall survive the termination of this Support Agreement.
To the extent permitted by the laws of the CLIENT's state of domicile, CLIENT shall release, indemnify,
defend and hold harmless TYLER from any and all liability, loss or damage, including reasonable cost of
defense, that TYLER may suffer as a result of claims, demands, actions, or damages to any and all
persons or property to the extent that such results from the gross negligence or intentional acts of
CLIENT, its officers, agents or employees. This indemnification shall not apply to the extent such claims,
demands, actions, or damages result from the acts or omissions of TYLER, its officers, agents or
employees. This indemnification shall survive the termination of this Support Agreement.
Exhibit D Page 3
•
SALES AGREEMENT
7. TERMINATION: Termination of this Agreement shall not affect obligations incurred by either party
prior to the time of termination.
8. WORKING SPACE: CLIENT shall provide TYLER with sufficient working space, time, and access to
CLIENT's personnel and computer systems so that TYLER may support the system(s) specified herein.
9. FORCE MAJEURE: Either party shall be excused for reasonable delay or reasonable failure to perform
its obligations hereunder for causes beyond its control, including, but not limited to, fire, storm, flood,
earthquake, explosion, accident, illness, acts of public enemy, war, rebellion, riot, terrorism, sabotage,
transportation delays, labor disputes, acts of God, acts of federal, state, or local governments or any
agency thereof, judicial action or other causes beyond its control.
10. MISCELLANEOUS:
a). ASSIGNMENT: This Support Agreement may not be assigned by CLIENT. TYLER may not
assign this Support Agreement without the prior written consent of CLIENT, which consent
shall not be unreasonably withheld.
b). NOTICE: All notices which CLIENT or TYLER may have cause to give to the other shall be
delivered in writing to the address set forth on the signature page hereto (or other address as
notified in writing by the parties) via overnight delivery, hand delivery, or facsimile followed
with an original via certified mail, effective upon receipt or three days after sending,
whichever is earlier.
c). APPLICABLE LAW: This Support Agreement shall be governed by and construed in
accordance with the laws of CLIENT's state of domicile.
d). DISPUTE RESOLUTION: In the event of a dispute between the parties under this Support
Agreement pertaining to pecuniary damages or losses, the matter shall be settled by
arbitration in accordance with the then prevailing rules of the American Arbitration
Association.
e). SEVERABILITY: If any provision of this Support Agreement is held to be void or
unenforceable by the courts in connection with litigation over this Support Agreement, the
validity of the remaining provisions shall not be affected and the rights and obligations of the
parties shall be construed and enforced as if the contract did not contain the particular
provision held to be void or unenforceable.
f). LEGAL EXPENSES: If attorneys' fees or other costs are incurred to secure performance of
any obligations under this Agreement or to establish damages for the breach thereof or to
Exhibit D Page 4
SALES AGREEMENT
obtain any other appropriate relief, whether by way of prosecution or defense, each party
shall be responsible for their own attorneys' fees and costs incurred in connection therewith.
g). AMENDMENT: This Support Agreement may be amended only by a written document
executed by all parties hereto.
h). GOVERNMENTAL PURPOSE: CLIENT acknowledges that it is entering into this
Support Agreement for a governmental purpose, and that this is not a consumer
transaction.
i). NO JOINT VENTURE: Nothing contained in this Support Agreement shall be construed to
imply that a joint venture or partnership is created by and between the parties hereto.
j). DOCUMENTS CONSTRUED TOGETHER: The documents constituting this Support
Agreement are intended to be complementary so that what is required of one of them shall
be binding as if called for by all of them.
B: SUPPORT TERMS
During the term of this Support Agreement, TYLER shall provide the following services in support of the
Software, during the hours described in the CLIENT's project documentation.
1. GENERAL:
a). TYLER shall maintain a trained staff capable of rendering the services set forth herein.
b). TYLER shall be responsible for using all reasonable diligence in correcting verifiable and
reproducible Errors when reported to TYLER in accordance with TYLER's standard reporting
procedures. TYLER shall initiate work in a diligent manner toward development of an Error
Correction using the procedures outlined in Paragraph B.5, Problem Correction Procedures,
below. Following completion of the Error Correction, TYLER shall provide the Error
Correction through a "fix" consisting of sufficient programming and operating instructions to
implement the Error Correction as soon as practicable.
c). Support includes toll -free telephone software support; remote Internet access software
support and all Software enhancements and bug fixes. Should an on -site visit be required to
resolve a software problem, CLIENT will be charged only for travel and associated expenses
per the then current TYLER's Preferred Rate Schedule. All time spent in resolving the
software problem is covered by this Agreement.
d). In the event that the CLIENT modifies the operating environment from the one installed,
Exhibit D Page 5
SALES AGREEMENT
configured and recommended by TYLER and the system becomes unsupportable, the
CLIENT is responsible for all labor, travel and associated expenses at TYLER's then current
Preferred Rate Schedule in order to return the operating environment to a stable and
supportable condition.
2. SUPPORT ACCESS:
a). TYLER: TYLER shall maintain a telephone and Internet support center that allows CLIENT to
report system problems and seek assistance in use of the supported Software.
b). CLIENT: CLIENT shall make available to TYLER access via a symmetric high-speed Internet
connection, 512 Kb/S or faster, for System support. CLIENT shall install or allow TYLER to
install communication software designated or approved by TYLER and allow TYLER remote
access via a high-speed Internet connection for purposes of analyzing and updating the
System and correcting problems. CLIENT shall provide TYLER with access to all TCP/IP
ports on any systems that host the TYLER application infrastructure. Failure by CLIENT to
provide or maintain adequate Internet access, including provision for high-speed information
transfer, may result in additional support fees or, in circumstances where low -speed
connections are deemed to be obstructing TYLER in its efforts to carry out support functions,
in termination of this Support Agreement, at TYLER's discretion.
3. REPORTING PROCEDURES: CLIENT must use all reasonable efforts to report problems covered by
the Support Agreement to TYLER in accordance with the following standard reporting procedures:
a). All problems with supported software should be reported to TYLER support personnel as
soon as practicable after the problem is discovered. Notification of such problems may be
directed to:
(i) TYLER's on-line support reporting system, which is the preferred notification method;
(H) designated toll -free telephone support numbers during Normal Business Hours; or
(iii) by e-mail to designated e-mail support addresses.
b). If possible, CLIENT shall ensure that the reporting of the problem to TYLER will be
undertaken by (or at least involve) the user who actually experienced the problem.
c). If possible, CLIENT shall ensure that the problem will be reported while it is still on the user's
workstation.
Exhibit D Page 6
SALES AGREEMENT
4. BACKUPS: CLIENT is responsible for maintaining current backups of all data and images according
to the backup procedure recommended by TYLER during implementation. This procedure includes a
backup schedule, tape rotation requirements, Verification of successful backups and off -site storage
provisions.
5. PROBLEM CORRECTION PROCEDURE: Because software/application based errors are not all
alike in severity and impact on operations, TYLER utilizes the prioritization plan outlined below for
organizing and queuing software support calls.
a). Priority 1 — Urgent: CLIENT'S software application is inoperative or a mission -critical portion
of the software is inoperative. The inability to use the application has a critical impact on
CLIENT's operations. Problems assigned a Severity 1 are understood to be those problems
that block the CLIENT's ability to perform one or more critical business functions. Response
Goal: within 30 minutes.
b). Priority 2 — Important: The software application is partially inoperative and the inoperative
portion has a less critical impact on CLIENT's operations than Severity 1 errors. This
category includes general questions concerning software operation. Response Goal: Within 2
hours
c). Priority 3 — Normal: The software is usable with limited functions. The error condition is not
critical to the continuing operation of CLIENT's system and does not interfere with critical
business functions. This category includes long-range requests, comments and "wish list"
suggestions. Response Goal: within 1 business day.
d). Priority 4 — Not Time Critical. This category includes long-range requests, comments and
"wish list" suggestions. Response Goal: one week.
6. ESCALATION: If CLIENT is not satisfied with the resolution to any problem provided by TYLER
software support, whether with the quality of the solution provided or its promptness, CLIENT may contact
the Support Manager assigned to the CLIENT's account and this support manager will take action as
quickly as possible to provide a solution. If the resolution provided by this manager is still deemed
unsatisfactory, CLIENT may seek assistance as necessary from TYLER's upper management. The
following is the escalation order for TYLER support:
1. Application Specialist is the first line of support
2. Product Support Manager
3. Product Manager
4. Division President
Your Application Specialist can give you the names, phone numbers and e-mail addresses for the
escalation contacts.
Exhibit D Page 7
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SALES AGREEMENT
7. CLIENT REQUESTED MODIFICATIONS: In the event that TYLER is requested by the CLIENT to
provide modifications to existing Software during the term specified herein, unless otherwise specified
herein, and TYLER agrees to provide the modifications requested by CLIENT, CLIENT will be charged for
programming per the then current TYLER Preferred Rate Schedule. TYLER shall consider and evaluate
the development of Enhancements for the specific use of CLIENT and shall respond to CLIENT's
requests for additional services pertaining to the Software, provided that such assistance, if agreed to be
provided, shall be subject to the then current TYLER Preferred Rate Schedule.
8. MINOR ENHANCEMENTS: Alterations and improvements deemed by Tyler to be minor
enhancements, including additional functionality, bug fixes and user interface improvements, will be
provided free of charge under this Support Agreement at the sole discretion of TYLER.
9. MAJOR ENHANCEMENTS: TYLER may, from time to time, offer major Enhancements to its
customers generally for an additional charge. TYLER may allow CLIENT to purchase or license each
major Enhancement at a discount based on the time that the CLIENT has used the existing application.
TYLER shall not require CLIENT to purchase such Enhancements to continue to receive support or
correct errors covered by this Support Agreement. However, TYLER may, at its sole discretion, choose to
discontinue support of some obsolete products or obsolete versions of products. If this is the case, the
CLIENT will be given at least a twelve (12) months notice of such discontinuance of support.
TYLER will update, at no cost under this Agreement, only the System Software that is required to be
updated in order to operate the latest release of TYLER APPLICATION Software installed on the
CLIENT's system. TYLER will not update system or third party software at no cost simply because a new
release of this software is available.
TYLER shall consider and evaluate the development of Enhancements for the specific use of CLIENT
and shall respond to CLIENT's requests for additional services pertaining to the Software, provided that
such assistance, if agreed to be provided, shall be subject to the then current Preferred Rate Schedule.
NOTE: TYLER WILL DETERMINE IF ANY GIVEN ENHANCEMENT IS TO BE CONSIDERED A MINOR
ENHANCEMENT, AND THUS PROVIDED FREE, OR A MAJOR ENHANCEMENT, AND THUS
AVAILABLE FOR AN ADDITIONAL CHARGE.
C: PREFERRED RATE SCHEDULE
This fee schedule applies to services provided by TYLER to CLIENT that are not contemplated under the
terms of the Support Agreement, or which are being delivered as custom services or enhancements apart
from the standard support services. These services shall be provided at the following rates, which TYLER
may change on thirty days written notice to CLIENT:
Professional Services (remote or on -site): $140 / hour
Per Diem and/or Travel Expenses:
Exhibit D Page 8
The CLIENT will reimburse travel expenses for
local businesses with receipt copies (rental car,
hotel and incidentals, e.g. telephone charges —
f
SALES AGREEMENT
exclusion: alcohol) plus travel time of $75/hour
and travel expenses (airfare or mileage). Meals
to be invoiced at TYLER's standard per diem
rates (currently: breakfast - $6, Lunch - $10 and
dinner - $24). Travel arrangements shall always
be made in the best interest of the CLIENT.
D: DEFINITIONS
Enhancement refers to any modification or addition that, when made or added to the Software,
materially changes its utility, efficiency, functional capability, or application, but that does not constitute
solely an Error Correction.
Error is any failure of the Software to conform in all material respects to the functional specifications
and/or user documentation of the Software. However, any non -conformity resulting from CLIENT's
misuse or improper use of the Software or combining or merging the Software with any hardware or
software not supplied by TYLER, or not authorized to be so combined or merged by TYLER, shall not be
considered an Error.
Error Correction is either a software modification or addition that, when made or added to the
Software, establishes material conformity of the Software to the functional specifications and/or user
documentation, or a procedure or routine that, when observed in the regular operation of the Software,
eliminates the practical adverse effect on CLIENT of such nonconformity.
Normal Business Hours are the hours defined in the CLIENT's project documentation.
Software refers to each of the computer software products described herein. Each software module
consists of both computer software and software documentation (e.g., user manuals, technical manuals,
system manuals, keyboard function strips, and like items). Additions, corrections and enhancements of
Software also fall within the definition of Software. "Software" refers both to the intangible information
comprising the products and, as the context requires, every copy of the information.
Exhibit D Page 9
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