Loading...
Item 4M CITY OF SOUTHLAKE MEMORANDUM (January 30, 2017) To: Shana Yelverton, City Manager From: Greg Hendricks, Director of Information Technology Subject: Consent agenda item 4M - Approve the purchase of Munis application support and maintenance from Tyler Technologies in an amount not to exceed $90,817. Action Requested: Approve an annual Munis software support and maintenance agreement to Tyler Technologies in an amount not to exceed $90,817. Background Information: Munis is an Enterprise Resource Planning (ERP) system used by all city departments as well as citizens. Major functions include Finance (purchasing, budgeting, utility billing, project accounting), Human Resources (payroll including W-2 updates, employee management), Public Works (service order management), and Citizen Self Service (online bill payment). Munis is a crucial component in meeting departmental business requirements. Financial Considerations: The FY2017 approved budgeted amount for this renewal is $90,817, an increase of 4.76% from the FY2016 budget amount of $86,492 (Technology Fund). This is due to an increase in support and maintenance costs. Strategic Link: 136 — "Optimize Use of Technology" — enables the IT department to maintain supportable systems and services. F4 — "Establish and maintain effective internal controls" — enables IT to provide quick response and resolution for Munis system issues as well as upgrades to future enhancements & bug fixes as well as tracking and reducing costs. Citizen Input/ Board Review: Not Applicable Legal Review: Contract was initially signed by Jim Blagg on 11/27/06 and there are no significant differences between the two contracts. Alternatives: 1) Approve as proposed. Honorable Mayor and City Council Consent Agenda Item 4M — Munis Maintenance Renewal Page 2 of 2 2) Reject — provide support internally and pay for future bug fixes, enhancements, and assistance as required causing delay in corrective actions responses. Supporting Documents: Munis support/maintenance contract is attached. Staff Recommendation: Approve item as proposed Attachments: Renewal contract for signature Renewal quote y 3 tvier One Tyler Drive Yarmouth,ME 04096 P:800.772.2260 F:207.781.2459 Greetings: Enclosed is your Annual Support Agreement and License Agreement for Munis® Software for the upcoming renewal period. You will note that this renewal form is different from the forms you may have received in the past. The biggest change we have made is to align you with our current,Tyler-wide practice of setting the term for maintenance and support as automatically renewable, in one-year increments. That means that,after you sign this renewal form, in subsequent years you will only receive an invoice from us reflecting our then-current maintenance and support fees. We are taking this step to simplify the administration of your contract-a change we believe benefits us both. This change does not mean,though,that you are forever bound to a maintenance and support agreement with Tyler. If you choose to,you may terminate the agreement, effective as of the last date of the then-current term, by providing us at least fifteen days'notice of your intent to do so. Please do not hesitate to contact Nicole Beaudette, Revenue Specialist,at(800) 772- 2260 extension 4692 or nicole.beaudetteCcDtylertech.com with any questions or concerns. Sincerely, Abigail Diaz Associate General Counsel Nlut� Enclosure Annual Support Agreement and License Agreement for Munis®Software This Annual Support Agreement and License Agreement for Munis®Software("Support Agreement")is made by and between Tyler Technologies,Inc.with offices at One Tyler Drive,Yarmouth,Maine 04096("Tyler")and the client named in the attached invoice("Client"). WHEREAS, Tyler and Client are parties to an original agreement("Agreement"); and WHEREAS, Tyler and Client desire to renew the maintenance services term under the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained,Tyler and Client agree as follows: 1. Tyler shall provide maintenance services to Client,as specified in the Agreement and Tyler's then-current support call process,during the period set forth in the attached invoice. 2. Client shall remit to Tyler maintenance fees in the amount set forth in the attached invoice. 3. Maintenance services will renew automatically for additional one(1)year terms at Tyler's then-current maintenance fees unless terminated in writing by either party at least fifteen(15)days prior to the end of the then-current term. 4. This Support Agreement shall be governed by and construed in accordance with the terms and conditions of the Agreement. 5. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Support Agreement as of the dates set forth below. Tyler Technologies,Inc. Client: ERP and School Division / �l By: By: Name: Christopher P. Hepburn Name: Title: Senior Vice President Title: Date: �• Remittance THIS IS NOT AN INVOICE •�• •� tyler Tyler Technologies, Inc. PROFORMA (FEIN 75-2303920) •••`• P.O. Box 203556 • technologies Company Order No. Date Page Dallas, TX 75320-3556 Empowering people who serve the public questions 045 84527 09/30/2016 1 of Tyler Technologies- ERP&Schools Phone: 1-800-772-2260 Press 2,then 1 Fax: 1-866-673-3274 Email: ar@tylertech.com To: CITY OF SOUTHLAKE,TX Ship To: CITY OF SOUTHLAKE,TX ATTN: ACCOUNTS PAYABLE ATTN: ACCOUNTS PAYABLE 1400 MAIN STREET, SUITE 440 1400 MAIN STREET, SUITE 440 SOUTHLAKE,TX 76092 SOUTHLAKE,TX 76092 Customer Grp/No. Customer PO# Payment Terms Currency Code Ship Via Salesperson Cd 1 2139 Net 30 USD MISC No.Item/Description/Comments Drop Ship #Users Quantity U/M Unit Price Disc% Total Cost Contract No.:SOUTHLAKE,TX 1 Renewal:MUNSUPPORT-D-GL No 1 1 EA 15,319.74 .00 15,319.74 SUPPORT&UPDATE LICENSING-ACCTG/GUBUDGET/AP Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 2 Renewal:MUNSUPPORT-D-AR No 1 1 EA 3,225.22 .00 3,225.22 SUPPORT&UPDATE LICENSING-ACCOUNTS RECEIVABLE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 3 Renewal:MUNSUPPORT-D-BM No 1 1 EA 1,759.21 .00 1,759.21 SUPPORT&UPDATE LICENSING-BID MANAGEMENT Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 4 Renewal:MUNSUPPORT-D-BMI No 1 1 EA 1,114.17 .00 1,114.17 SUPPORT&UPDATE LICENSING-INTERFACE TO BMI TRACKING Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 5 Renewal:MUNSUPPORT-D-BVSS No 1 1 EA 3,665.00 .00 3,665.00 SUPPORT&UPDATE LICENSING-BUSINESS&VENDOR SELF SERVICE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 6 Renewal:MUNSUPPORT-C-CPF No 1 1 EA 941.35 .00 941.35 SUPPORT&UPDATE LICENSING-CENTRAL PROPERTY FILE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 7 Renewal:MUNSUPPORT-D-CM No 1 1 EA 1,729.89 .00 1,729.89 SUPPORT&UPDATE LICENSING-CONTRACT MANAGEMENT Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 8 Renewal:MUNSUPPORT-D-FA No 1 1 EA 3,518.41 .00 3,518.41 SUPPORT&UPDATE LICENSING-FIXED ASSETS Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 9 Renewal:MUNSUPPORT-D-GASB No 1 1 EA 3,225.22 .00 3,225.22 SUPPORT&UPDATE LICENSING-GASB 34 REPORT WRITER Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months �• Remittance THIS IS NOT AN INVOICE •�• •� tyler Tyler Technologies, Inc. PROFORMA (FEIN 75-2303920) •••`• P.O. Box 203556 • technologies Company Order No. Date Page Dallas, TX 75320-3556 Empowering people who serve the public questions 045 84527 09/30/2016 2 of 4 Tyler Technologies- ERP&Schools Phone: 1-800-772-2260 Press 2,then 1 Fax: 1-866-673-3274 Email: ar@tylertech.com No.Item/Description/Comments Drop Ship #Users Quantity U/M Unit Price Disc% Total Cost 10 Renewal:MUNSUPPORT-D-GB No 1 1 EA 1,466.00 .00 1,466.00 SUPPORT&UPDATE LICENSING-GENERAL BILLING Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 11 Renewal:MUNSUPPORT-B-HR No 1 1 EA 2,257.65 .00 2,257.65 SUPPORT&UPDATE LICENSING-HUMAN RESOURCES MANAGEMENT Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 12 Renewal:MUNSUPPORT-D-INV No 1 1 EA 3,225.22 .00 3,225.22 SUPPORT&UPDATE LICENSING-INVENTORY Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 13 Renewal:MUNSUPPORT-B-ESS No 1 1 EA 1,319.41 .00 1,319.41 SUPPORT&UPDATE LICENSING-EMPLOYEE SELF SERVICE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 14 Renewal:MUNSCRYW-D No 1 1 EA 3,808.37 .00 3,808.37 SUPPORT&UPDATE LICENSING-CRYSTAL REPORTS Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 15 Renewal:MUNSUPPORT-C-ESRI No 1 1 EA 2,932.03 .00 2,932.03 SUPPORT&UPDATE LICENSING-MUNIS ESRI INTERFACE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 16 Renewal:MUNSUPPORT-C-MAPLINK No 1 1 EA 1,466.00 .00 1,466.00 SUPPORT&UPDATE LICENSING-MUNIS MAPLINK Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 17 Renewal:MUNSUPPORT-D-OFF No 1 1 EA 2,492.23 .00 2,492.23 SUPPORT&UPDATE LICENSING-MUNIS OFFICE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 18 Renewal:MUNSUPPORT-B-PR No 1 1 EA 3,401.14 .00 3,401.14 SUPPORT&UPDATE LICENSING-PAYROLL Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 19 Renewal:MUNSUPPORT-D-PA No 1 1 EA 2,932.03 .00 2,932.03 SUPPORT&UPDATE LICENSING-PROJECT ACCOUNTING Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 20 Renewal:MUNSUPPORT-D-PO No 1 1 EA 3,518.41 .00 3,518.41 SUPPORT&UPDATE LICENSING-PURCHASE ORDERS Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 21 Renewal:MUNSUPPORT-D-REQ No 1 1 EA 2,932.03 .00 2,932.03 SUPPORT&UPDATE LICENSING-REQUISITIONS �• Remittance THIS IS NOT AN INVOICE •�• •� tyler Tyler Technologies, Inc. PROFORMA (FEIN 75-2303920) •••`• P.O. Box 203556 • technologies Company Order No. Date Page Dallas, TX 75320-3556 Empowering people who serve the public questions 045 84527 09/30/2016 3 of 4 Tyler Technologies- ERP&Schools Phone: 1-800-772-2260 Press 2,then 1 Fax: 1-866-673-3274 Email: ar@tylertech.com No.Item/Description/Comments Drop Ship #Users Quantity U/M Unit Price Disc% Total Cost Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 22 Renewal:MUNSUPPORT-B-TIMEKEE No 1 1 EA 645.04 .00 645.04 SUPPORT&UPDATE LICENSING-TIMEKEEPING INTERFACE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 23 Renewal:MUNSUPPORT-D-TM No 1 1 EA 2,932.03 .00 2,932.03 SUPPORT&UPDATE LICENSING-TREASURY MANAGEMENT Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 24 Renewal:MUNFM-SUP-D No 1 1 EA 3,257.79 .00 3,257.79 TYLER FORM PROCESSING SUPPORT Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 25 Renewal:MUNSUPPORT-C-UBCIS No 1 1 EA 4,463.33 .00 4,463.33 SUPPORT&UPDATE LICENSING-UTILITY BILLING CIS Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 26 Renewal:MUNSUPPORT-C-UBI No 1 1 EA 1,290.08 .00 1,290.08 SUPPORT&UPDATE LICENSING-UTILITY BILLING INTERFACE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 27 Renewal:MUNSUPPORT-C-CSS No 1 1 EA 2,052.42 .00 2,052.42 SUPPORT&UPDATE LICENSING-CITIZEN SELF SERVICE(UTILITY BILLING) Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 28 Renewal:MUNSUPPORT-D-PORTAL No 1 1 EA 2,050.36 .00 2,050.36 SUPPORT&UPDATE LICENSING-ROLE TAILORED DASHBOARD Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 29 Renewal:MUNSUPPORT-D-PBB No 1 1 EA 3,500.66 .00 3,500.66 SUPPORT&UPDATE LICENSING-PERFORMANCE BASED BUDGETING Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months 30 Renewal:MUNSUPPORT-D-TCMSE No 1 1 EA 4,375.82 .00 4,375.82 SUPPORT&UPDATE LICENSING-TYLER CONTENT MANAGER SE Maintenance Plan: ; Start: 02/22/2017,End: 02/21/2018; Term: 12 months �• Remittance THIS IS NOT AN INVOICE •�• •� tyler Tyler Technologies, Inc. PROFORMA (FEIN 75-2303920) •••`• P.O. Box 203556 • technologies Company Order No. Date Page Dallas, TX 75320-3556 Empowering people who serve the public questions 045 84527 09/30/2016 4 of 4 Tyler Technologies- ERP&Schools Phone: 1-800-772-2260 Press 2,then 1 Fax: 1-866-673-3274 Email: ar@tylertech.com Does not include any applicable taxes Order Total: 90,816.26 We would like to continue on the current maintenance plan ❑ Our Purchase Order is enclosed ❑ Our Purchase Order is ❑ Purchase Order is not required to be invoiced AN INVOICE WILL BE SENT AFTER CONFIRMATION OF ORDER Comments: I OFFICIAL RECORD � IMS I t ,z! i i I i iI I N � W) O '4 � N �1V� N O dry D �O 4r PE" it 'pml( d I � N I, I i I I I I I � F•a O � w cn Q 1:4 GnFSU 0 o •� aui O., E a `� In G, O H � 3 o0o o � O > � o W „ p o Ujt 4 G + o va w W W W W b N a+ Nom" y 4-a O C L" V1 U ��'�A+ y U .O U N a� dH u i A u (Z U Q o o o 0 0 o Cl) o as cd W Q N N ri G0 0 Nct COO r- GOD N r O r CO G O O O O O O O O O O O O O 0000 O O O O O coo:-- O Coo). 0 0 0 0 0 00 0 0 0 0 0 0 0 00000 0 c o 0 0 00 0 0 0 0 0 0 0 0 O O O O O O c O O O O O O O O_0 0 0 Co., 0 0 0 0 0 0 O O 000 T Grp T r T T T T T r r r T r T T T T T �Tp T �_:T T T T T T T T fig �� �64 64 69 60����� 9 v/ NCOCV) ChNNCr) NCf) rNNNLf) rNq M0) TMNMNONMMN C00 O O O O O O O O O O O O O O O O O O O O O O O O l0 C0 l0 L0 U) LO CO C0 w M C0 C0 W C0 CO C0 w C0 C0 C0 w l0 o l0 T T T T T T T T T r T T T T r T T T T T T T T T Tp Grp Tp T r T T r T - T r T Grp T T T T �r T r Tp r Tp vT ff3 Cfl�fRK}�6SfR��� 6969.60�' fi9fA�ff}�6f} N Cn r N r r N r N N r r r r r T r T r r r r r r O O O O O O O O V Q g LOOoOONOoo CO O coO oO Mv Moo0 MGoMc� McnroMoOoroMNoO McoOoOoOoMoMGo00 6%foA O oO 00 CO r OO C0 A lb O N O M OMO r r MGD 0) 00 l0 M CA CON O) NrN r r r r r C�j CV r4 T LST r Nr (n E9 69 EE}69 fig ff}69 69 69% 69 69 69 6f) 69 69 69 61) 64%64 69 69 I;t Z �. r W O Ce) ) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 000000000 0) LLICOOOOOOOOOOOOOOOCO0000000000010064690as N O O O O M 0 0 0 0 GD O CO CO h f� C0 O O Cn O N 0 0 0 CO M O t0 Z N (O O N r If) O r O N M SCO N r ^ N r M qt qt N N 0 CO O 00 CY) r co r T r ( T T T r 64 f� r T (�ff}69�% r6�fA 6c}(� 1 fa 64696369 646969 EF? %64 69 Q Z ' `_0 r U W y a) .Q cc co a c 3 U U Q ^ E -a c 0) co N a) 0 O O CF U) CO _ CO _ c — m e c a) N N (A E >- YCD E y C .—Ca) cn U coa) y O rn CY O (`0 O N .G U a) :3U F G N i M - J m C c N .0 CO O N m U 0 ID c c ami � � � CO c � m � _ cts � o c o N m a) co E a) a co G Cn N a) -O c Q � CD c w a) a) d 0 a) cLv a) � _ CU _ N m a) fa LY c c O L 2 -11 1 •� () G Y _� CA O C) 0 c c m M cn m E p COC c 0 J a) N co o c a U c O v O m a� m a) a) _— a) c pC U in m E rn c G O U y ., U a� F- U = c c U c/) Ca r E = ai -aQ N a) c � � c -=R=- E o W � ocOU � 3 Q rn c6 0 0 G O «. Q O co a) — c m a) c cv m m 0 O U M p O p O 7 U C Co N a `- Cn O 0 U C/) O= N Y (_n (n W fn m Y NLL U t a) C O O O a) N "- E _ U c - _ � a) Z Z a) Z Z (n >_ ,. 0 0 0 G O > >_ .x C a a) Cc 7 d U a) :r :� a) .E mo 5 5 Q o w N aacca _ UI- 3a � _ mcnaxacnac7 » cnH � � Jm 2c7 � cn �— 00 0 N EA 0 O Cl O MO0rCA Nd 0N0 Nn E0Rd9EA0SL r(a64 69- 6cj 649. 000N LOIT00Ln0 69 61} co r r N N be} 69- r N 00 6s64EH 11 O OLOOOOOOOO Ln0001- 04 'q LO .u, w o O O L r r N 0 61D. 61 ., a o 0000Ln0o0o 69- LnOOwI- N d' 0O C4 O) M Efl In r r N O {1.LO 64 N d09��� oz ry 8 0 OO T T O O T r T LO T O 0) Lf) Lo a n 0000 cua 0 U) to Ln N � ► M M r r r r r CD 63 69-60 6% LL� = ykr CD L. m cu S. 0 W C (D C.) O cow j > O Co LL #r V a N N 3 tt eo J Ln —caC r" c .2 N O V }ca, O (n O O T CD CL) p c (a fr N U U) CISV C O U O LCcu O CL CO_ o U) c0 2 N E 0) i C ' r.. O 75 � Cs C ` C a'': f.' C N Lr LY COU �` C C C C o m r° w E E — Q2Aa m m rn co > a� a� v o o a a) a � g � 3 , o > > � � cCv � cYi > 2000 y o � v a a) �, moC � o aaaa rn a - - a, Ma .°' F- v E � � E » C � � V Cc EEEE `o a mo o 6 (3 (3 —rn 2 N y EEEE LL o U a � cn to Mb^ O O C 0) °? Li Li LL Li F N TCC H ° _ 22cncnw20m o HF- H H o 0 c � o o � O O M 0 00 OD c 6a !� r 1L o a� 000000000 O O O O N O N O O 0000 000000000 co EACn00CIO CAn O 0000 0 oLOooLn �nLoo rnoonrnrnn 000u� N C'� N Lc) r -Cl. 4 O co n n n O It _O Ch CO ap O r d3 H9 d3(flff}ff?fAfA N�69 N � r � 66%6969fA r 6% r 69 69 69 � � F�3 69 x N U Z O CL CL cu N LL y LL (LC to ` CD L r J O ac0 ) O O C U V ccy" N N „ :;- U) Fn c0 O ca O y N N .O. r,. a Z N C c` m N N Ca N 'Cd Z> c CL Y LL LL Q N = m J H CO !Od N y O .� (O CO c U U (0 U N Co .N C CO C J J } O N O O m vl O L O a cn yam+ .4 O � O U � E 0 0 0 0 = O ca (� 3 0 ca C 7 7 cc C CO N N L D CLCL0-- wu2cy c � pia o 22 0 0 0 0 0 c0 }, a)i -s; U) 0 a d rn y x c o N cc . is Ca a> EEEoo - caw co = wo °� (D U) LL LL 'E is is cCa c C Q _ N .� Cc�uI^0 � /^L � L : ._0 c /(/�� L L L i.+ = V m (� T E I..L I.L r i 0 c U c0 CA NMiN :O w + = L aI d O 'O— O Q Q Q Cl afQi o o C C Ca m C — c0 (D a� Z F- � mcncncn V1Q � U OF- �— � O Oc"o 02 j I jj j l i I i � I ' T- - i I t5 I i I I I I II I I I LJ - L� I I I II I II I I I I I I I 1 1 O_ O 0 _ 4 O O � y iO O O 10 3 0 0 v I io I � N N co N L c0 a0 PQIIvU � W U Q o cd o � I jV� QCO4.4UIOw°020 - tl � } � I�,l �l 0 O ip ;I •NI n n I� - o 'N A v 0 Ocd Zq Cl loo -p p 69, to IIS a o o T- v� O u 0 0 0 {{0 { o o ti eu c a o co co v o co f m l cfl v I Ln �., .� Q ❑ �,' o O Co N N co !N N N N i U O O O ' O _ _ _ _ I_ _ O vi Q v ci a, E O a '0 tv 6Ng �E9 �E9 E9 �b4 E9 �69 lib9 r � N „ E .d. N v Z � '9 t- c;io ' .. y v .. o .. o �r , II ;n n a„ dw aao a.� a a a a0 J - 5Z 0 zOO-< O_xOC3x0P-0_< f I O IS::? I p �� m ,ice N ! !N ,A ,Y Q O M I •� �' 6% 164) y j Q C/1 7 8 ° tea I I I 0 1 I p �.T _ r l cn rn O j0 o IS O 10 O �O co O O i0 SCO (O a O ¢ d o ni W iCV fV IO1 4.) o d y dapI; v �' 6•� Q p,x 169 ;69 I69 69 i69 Itf} I- N �� N a Li • • 1FF�++. b ._ hti I-I �j I'r- -1 J ILI O d 1— — o MO Z fn_¢__� ao m cu c H o c U i 0 c Q y o .aoi o c c Cd cd p ° F o o c Gi y ° '~ o til ° 0o � A cc � � ,; o � a� un a o ; ti! 3 o > ami axi o Enr. 4) o cn° o 0 �« ❑ `M v E m O cd v] a. W, ca p a� h >, V w F O 75 F CE: 0 o a� m a. cOw 4 i, vyi >cn .4 O w °U " bA `, p V a p av � Ny N °O >o > C �,I + rn a) cQ N ° >. m -0 V i. y a+ ca V v as N o b O � a V F > cn -0cn O 0 0 -5 VUOo 0 Nci >>o .0 79 0 N ° y O T3 y ate. b O �' ba� O V V Aw a cid U .�+ ca a) o y ooj 4. .o ,. a w w v y 3 I N m ►. V U w y co a p 4. L — .[ " 3 ° ° ca >, oO a"b o oi c�p -0 c rA O o y V , o a� ci d di i 0 T ctl V N y r 4' O E, V ti U o N bb c0 .O > N > t2 «� o v � yC+- o e '� cd O w 0 cn 4 + >.o >> p _U a) yoa oLON' cy U `amL". N � ° ° C'a.+ CclG, +;X +i Cc,) r2 O >�bA U OD N 9 7N O Ro vov>o o0 W ° 03 o aoi o Vl f r aa' `" U ° 30 � �, F ° yon Cd 0 Q V 0 C 4: O 0 ,moo c� °� ° > � � > C o �'� bb a `o a U a` >°, �' w° �' � U 0 � C* 42ami Cd ° .° '� $ ao, o Cd 3 + _ CA o _ ° v v o > o 3 o° V ° o ^o N id v O w V O V o c8o o 1 to(A o O 'A kO p a _ ce. v O 08 U •o ° , c° F ° � i>, cl I ( eLC v o wooA N. ,E UFV V FaO vo N O .�ym bA ,qE, bca ° �G 'v �O. O O m O ocvV O G o o '3 •6 cz p 0O E 4 VQ. Ey CU >oV,o ]> tt, I w •�U;, V Q 0 W OU:: ;f I' MC'� CC� wyN ..�. w o .y^ a°i ^"pC� N:C� nr aai Vc�],•� bN � cLop Nw � .•.p+ cd ^ wpCd U ` va o` o 2 ~ Q C 0 N 0 oEo „V � 5 -04 o L� j o y �; EN O N c`�0 vVi U d '.�+ C C� C U ��; ! asi A•2G F COcC O ^,-• °n^ N,-•.� O F o > ^ ^u 'n w `.� U Q b c. a) n V] �.` 0 +V, bA P. U 2 N c° "i U Q. .0 K :s U C l! Old c 00 j, w a��i a� a, + y a' v O O O pn O v, q cd M O O � N 0 �m y - C'0 —cn O O •�S"•• cC .� .., O cd ,,gyp a) ° 'C •w, N4 Q a'' cq¢ '�,,, 1 r !. •��. > ."." oA•� �' vy '55 • C % w� t � b C O NO ) r., •.'' 7r•,i c •O° 0 22 0 U = � ^ 7 'a .y : ° � `A 1 CA U : 0 ° U 0 c 'CO o) ° yCd oteer ° c : o 3 " N ser 0 -0 o o s: .d d) crA >, on � 5 Aro 0 3s �E>+' aci .� ed °' ° a c ° ❑ N OB 3 a� .. v CIS ►, " U :� aai b ani aoi ° ° i a n 2 � � o . 5,4 .s . o w a � 4 O o o > > s. c 6b O+ Oo � a. o � o 5 V CIS 4. II °' o F+ •:, >, 3 a.- a�-0 fn c � tiw° j - oN ? >,F" 0, oa�ci iso aa � ta .0Cd 10 w o ^ on a O O 'Aa, onCIS o y - s. °� .+ c ° o y IDa� s: o w v y Uw 0 0 NoO.b Erj j ct 3 w N w w ° j 0 00 CIS :3 coo 'o4, 0 03 0 o n cwi ow � y0Ca0 > a°i m F n do " y a� ver w .. n� v as ° s sw e = C o on s; •> > h U3 'A CIS 'd co o w a� s. CEO0 a�o 0 40. 4. ld .O m 0 0b0cw .0 0 N 4. }C•• w°-'i w!0o0 4, 9],•0 0aO O H «+ > o 0. hoawa > � o � o o � ao � Eow "o ° FmnQ A $ > 0a•b c Cd 0 � tA 0 41 O aoi I' o y > � Qv w co " o ° . m aU ° y o sm w c a G .y0 � O a � 0yNoy c � y ,0o� ° = ;- Z e 0 w .2 ° > cd a,Ua� Q' ani ° : O ac7 -0 i G ~ � c b N oa, r CA 0 4) IDA a' Y y +� D 11 0 0v '� ° ' ' ° '�iO s y j CIS C S. oo �>, ... � a� 'oai0 ^ °c o >, ai , w ono ° cts0c0. ° ^ oz O0 t= 4, ° q 0 Ca Out-�N0 +4 C" p tiCO o • o 0o yoor � z3yow ° 6 n 6 — cpA' wo a :cCL as a 0 0 o > ooo ° �0+a' bca>to a oU-0 0 o ca a' ° oyy0 y ~ te' ° aE5 ° O i3n � o � oo � ~ � oo 'o H ycl -04° o 2 04 0 0 4. N Cd 0 0 > rA &n 0 0 91 -'s !-G . in 5' 4 r: 0 tn .0 CL S- . a 0 ZO V- —0 u 140. cla 0 c o Z! 0 4-.o 40. 4� o a3 > 0 ch 4. "0 > 0 0 0 cc 40. 0 U c 0 = .- A 0 -cc En 11. Cd 0, r-0 40 0 0 —Cd 0 d) In to A CA -0 I- W -0 ou 0-C 0 cts cd > "0 (no 8 0. ca c it 4) 7�5 co ga, 0 — 0 -a t... (v0 r- 0 ca0 0 40. $. r. 0 EA o 0 0 "IC3 C 0 W 42 'Z:, 0 :9 C.) th 0 1.. 2 0 — 1. 0 cu v 0 M.2 7� CdC civ 0 z r. 140. 2 -0 t� or- "t3 V o W 0 "0 0 Cd cr 8 A ii u =0 e 0 t) 0 CA A -0 o > 0 0 12,-,= 0 JD 0 0 m < Cc$ b0o rj E cu ce 0.< (D x 0 C" co .14 -0 cd > r- i ^C 72 24 0 oz o.a. H ani ami ani C 0 .2 0 o 'A .0 4) u >0 > x cd 0. 0 0 0 C) -0 an u w 0 4. 1.. > 0 0 CL. O u (U 0 > W.= 0 cd C to 0 -- > 0 ci U co 0 rA CA LA cn 4) o In 4. 4. cd Q Cd C pG • 0 0 > 0 3 0 0 r. Q m .14 rn C.) 0 —co 4« 0 Ox- :3 W cd (uE (1) 0 0 (A = 0 4) Lv 0 0 O. cn 0 W A 47 4.1 .0 -K3 0 o 0 48 8 w 0 i C> 0 2 bo �R -cSd tb + 0. 7�4 < 4 = d 9 , y 0 -rA -0 < 0 u Z 15 M 0 od Lv > cl E 4) qj qj L- 42 14 19 4) 119 i 0 rA cc 0 0 to 'n >, (DCA F- w rA u, 0 4. 0 4) be Tr 4) 4 0 cd rJ3 0 t) -C r. o U C2 cw 0 '45 0 El :S 4� g 11 -Z LA r. 0 0 = 9) j -@ 0 C = 0 1 CIS a o 0 0 0 -0 0 e ' 0 U 0 0 Vod G > ri co -0 > 09 986 E e4 :a .4 2 o 0 u 0 0 U) 16 �o ou ei 0 w0 y ld V V c o to 0 IM! ! na. a` a av c S .S 9 9 o o .yc° a Cd 0 o wo a c o p c + ! O U c .��+ C C O C a0i p Vf O o 0 0 �i 0 o o _ U c y_ 'o � E o V i c° ° � o � cdai �v 6 �4 � ami a� c N E > vOi O I: aa3i cii � X33 c .°o °? O. v ° y ti >, O aci >15 c , wor o a� ar o ;; a, a 'c II a a ° w ° � w° •o once =o oQb ° o c aUi o G aci �' ani F� .c c a j O t� 0M - U y 00 c u ; c00a 0 ° c b o e c; o, yy -5wE° �E ,s p o oa } .° cU o �, — aai ami u 0 o c o o ° 'ra c m P So c ' a, b cn 3oycc a, .5 � «+ p y > oA aci .G� y 'b *, w l 3 a F Y G cn o U O ''O' c N v 'g ° 0 '03 °' ° U v; o .00 y U O . c o tO W ° ° 5 G• ao a oO ateul Cd_ o 0 c N -o aO + y + o Uc ' a„ coonc F°�- ' CAUCOcdo 'A. > � — aG24. ' .��.+ Q o 'o u ° OR o ' 0 o, a a, ° a°i .v nH3o r. 15 � r � v°O yoo Q i o c a m ti o. d c� o cd 3 o N yam+ o ti Cd ii p N Nom" y `" O c, @ 0' c W O N w a> ed p t: F, c .•. �." u O as O w �o —� 5, >'0 cc y ° ° o i y F" � g z» a ° Via, O cd ccs y F"' c c U 0 cc 7a a O on ca c .0 O j O •� c � y 0 y R3 h ,� a) F'^ bA c O •v"i QI a E o3 ;, �° ou 05o -E � o o � bc , ►°. zo te° oai ° $U ' >+�r s . E N 0 a, ^oa ° 5 u ° x w - E ' vc� v . a :oao .a o 4o° >FE, E o ° n bR oo ° oz00m ° GAcc° a ? " 'n � 3 o� ° pa 5 0E+ ° ; .va i U E cl co w Z' E o o y � Wo 0 a 4o9'A � ^ o A c a, v F -o 40 4,` 4i H o �c a ag a-a v E r P: ° Q .•; c ri c 0 I! s a� o ! -o too Cd I I o 0 ? a � N w � c a b>,a. y .v b 4-10 p � � o n O to I c �. IMI I 'C vVia>iaUi ,� b � � � ago q o op a s 0 � 0E o .; ri a F F on � U 40. ° 0 00 �, C cc V jamCd r ypp, Q? � cocts � u ° o cij c0 3 � y > w 0 3 b o 'er o 0n cd ° 3 0 a °o' er ° +. 0 ° a3i o v a°i .d e, (n ° y p V . �, U ci ° to T L ca E II w o ►, c 0 �b w b CCc co F ° 0 ru p U �; +.o ° a ° �! U :j WsC C OC ° >y ^a w Cd N 4iO 0 w > 0 O - �. 9 CL O 0 tS ti OTS ctt U 0 C w F 0 q � 0cd j:j0 a`"i c a 0 a' a b °� ca Eco Foop , ?+^avF . 0� 0 ^ o o 00c -o � Y0 o 0 > cn — is � . co 0 E Ej IOU 0 I a .c � n isGn cs y j> m•o y ai o >o a a € o o a, ! o •a ! ' O s C p aai C 0 op O O > O SA � w = N c� Nc`" 0cw c0a U N E bU 0 d > cd 0 U ' F S N ? � v; -0 � � m o w � u ° t'll ai 3 `a- a> a� U -d > y c- O 0 V o 40-. U `° v b°D o .r 2 0 AE00 •vd0y a `� 00 a� = N ami [ a�c°i ° c^°y oo co k v >, 0 -- a� a0 � a -o0 .4 00 ° 0 � p rn Q. N C '� O O +�' y N'V ^ vi ar CL 0 > N 3 a� 0 0 .c C 0 °" 0 'd 0 w 0 'A 0 .^ ° �., Co p,y"O rya,,- i . 'cit O v� (-A W o ctt V U y 3 �y ';.3. �� "'� � V Zy, V y 'a0 U 0 �r- 0 +tom' cti 0 . =. a - c � ? •o � 0 � o •t > a., � ° F v� ° ,> y n o .c -o a. 0 Y ° ¢ o o 0 � � � ° ., acv c 0 � w o Q O N vi pA C a3 O O 4 i 'cd e'=0 Cd V w N w .°? v A ca a� 0 r- 00 . wOaUaU " c E 0 E olz oYi o Cd 0 b E on > ° LQ o _ 0 v p 0 x aami ^eO3 a`i F" c o o c% a .d ° 0 — >, vi p cavi c° >~ 0 c CA � . OO -0 > O O U g N V. o0 - ' vi CA r 0v c II a, m a, a 0 on D o x `� •E 0 �UF � -°0, '° 'E ori � °" AA c °°'' �'' o � m A 0 o Q '— Cd r c N l 0 .0 0 cd cn a) N N cn C U �.+ 't7 = = .2 �1 � O V p .O H j •!• F -O C y ^O p +' cc O O F eC Py C F, +� r-. p y y E y as a� ° o y to.. a0 _ H U -v o a o" a� o L 0 0 cc a� w a 1) w m o�Vu U M `° o•ayi o "7 d a`i a°i m a� O ami CC w o o v, n� v cL Q !3 ,, -v � E oo ° +.. I' ° 0 ami 2 u O.E c°i �'i C H w N •$ a0i aTJi o Gla o -0 �o..' �• Q U oU w 0 O a O � O ° `+N«O O O O " k C. LU + NoN O > > " . H q0 4 o A vd 0 0 . ia . ,cy v G y o y°� ;> cl •N y o. c`°i N N a « w` Lam" P. .SSS.' > "�"' ��', N , o 0 o > Cd H v U > lcv7 U °: A O F ° v a p � ^ w _ + CO Ln 4) ca .a P. 0 1 +• r 'U oc ',, l y •� c O U A cd 0 'cl v o " ° o o H -o y -o t Cd a a o c o >, cam , oo �� Ua' �ruo e -. cd E d O ° c ° S �o° U ci v . i oao c o f ° > c° G `� q cd o O k. h U waui N . Od ff U . E o w � o� `L y � G xo^ N W y O u c H y °c a. o o y o d OV; 0 0 N A N S 0. Cd _° 3 O0py p�q0 N ca IZI 0 _ _ c b ,y^ w z O �pc 0 y bA cy � d ° O � � cd¢ c .. OA w bU cd Ov cd b UC>c > o ° o v o. v � `� ° o Cdy c > Z Cc s- •- � o 11o a3i U a>i o �°� 0 w ami rn N q E C1 w o c o I `c aniCyg oo 'c p cobo 00 oo ° CIZ c "ClEn 00 z o cd 0 C U •� O U 4.- U U •b .N 'G N+ ��.jy O rA� ai v`�i .a •U cu Cd N r.+ (� U a,i F U cCi so "O r. onv o W. c dcd aoO> o u w'p6 A CZ a G °�.n� U;o o O >' >, 0 w U U Ig ° O wv ocd ¢, ° dw ac' � 0 foa, ... yoc' 00, 0aa� aaau :c��s c o� �wx � 000uuv G� eam K°Ncvcd -0 ; c— oq wd� Z `oo � _O 4t. 4, F .0 ° o cV 03 N o �KA •ti o ' co cc 0 uP ws ''? Cd oc� �� - :cd -aai CL o ° v c • 5Cdmac° o = v � � -o o � v CZiw 3U ° 3 ° cd w 0 0 o b YO FT.� yUvr. vii acFn o y d cd > 5.5 O rh � 3 .� 'cb O .sU -, d Ai].' ,cU 'O oN� y p cn ¢ v uo a� uo . O y 1.. o oz ¢ C> Cd o ° ! y jiv �jai y" y c °3u [ca . c o c w �o� 0yoi�cs o w o . AX ;c o ° 2 -6 a.bz- v ao' oc ° + �Vo Q .y C°c� 0 0 w y c q 0 a y «OVoiI wob cd g > s ° cl cflO oN ^ O v5 b 2 cur. ° °0 0 c> UUa= > " ' 0 -0 ° 3 ow C � 0 0w0 oomao c. —U cd- = 0o 'yC° ^ r- y ° ° � � ° > oOo � y a ,oA 0C, aa o � cd id D ^ = 0 C y0 ^ -O3 C — y> _d 7 C11U oco r �b = 0 vC;1. N u .0, N 0vNhvto -d CA.b .0• 0 ee�> o o w � j v o0 n o °' c o, b a� o a� o :: q � a a� ssq y fl > :3 on AR 0vbcoa � °' �o N aS uC C r ,,4; .-� � fs, G3 x3 3 � .� �•, ^� d �'� � QW - Q0^�^ Q ^ � b0 y 0 ri 0 o .. F 00 o . 'i VO. ed a� o cdw cUv cd oar � � cric� wcd `. ce 34. E s '�, S cv z � as 4. 0 $a. 0 a. 0 1 0 Z cl 0 al 0 U -a 0 Cd 4. 0 to 0 (D u) cil W al Cd 0 W 0 0 1) (� 9 i5 E 00 Z r. IS 15 Ea >� z bi) 4) i tn 0 0 0 N +0 72 0 'A .2 > Ccri 0r_ = CL 0, 0 0 0 4. > 0 0 0 CD0 w 3c —0 — . > 9 0 u '0 CL to 0 > W 0 CL > 10, 0 En 8 C13 1.0 r go E cd 0 -S .2 Cd Cc u Z :a 10 cu acicu < .2 0 03 0 42 V a 0 0 713 0 (n 0 r. to Cd 1,40 -0 0 2 0 4) 0 40. 0 Cd :D -6 = — 6� 40)..S 0 'A 2 E Cd .0 X (u *6 Z 8 0 cd ;. 0 0 Z 4. Cd m X 0 In 4) Lo- 0 v 9 �s 0, 0 -.— E 4) 14 En E 0 p "a 0 0 4) 2 0 0 0 < 0 > 'R o 0 Q cd > CA 0 4. 01. .0 `c (L) qu)r. 4-: 0 2 LO (A 4� M 0. 0 0 -0 -S. r cl 2 Cc 4 +4 0 cd > r. Z. vas U 010. 0 as 0. 0 0. v Cc: 40. 2 .2 x 0 0 t 0 2 0 ce E (D 0 0= as 2 u 0 In 'n t 0 -�a (D 0 ,0 cis 0 CL w 0 L. -0 0 0 u m 0 .2 .111) '05 0 0 0 Y E� CL 0 4- -0 .0 c;s 0 cd 0 Ol Q 40 0 0 0 = = — 0 0 0 — !cn ; U U r. > Fo 0 0 0520 — .= , ;� 0 C3 0 $ i t4-4 1 0 E r- -0 ig 40. 10 wo r a .4p 5 cd 0 u P. < E� M:, 0 = -Z - 0 0 r. Cd 0 Q,.O— .0 =CL m ° °E�' C7 W � T > z z CL t 4. en 4) =u NIt cd CY i by o p0 C co y o Z3 cc3 fl 44 y. v I� v L �. ce itt a y g ' y v y p N w •�� +. U C b �y O. o o O "o 0 ci'U $ ami o cy ° c 4 +� >, 00 � aa°i c > 40. 0 e o U n p fj o n o a o 3 0 �R e ;9 Z p w as U y >> +o CQ >+ ° v v O a. E o O c� Use v a -00E �, >, v • }.. � wsz '' cvi mao 'oo N aN> '. � y QyOH i '.0 `a y y i N o p , „ Q 0 Ri O v O �O y > 'E p 1 b0 i—�. 3 ° o v '� o Gv —0. i� ^ Q a G c� 0 0 y t* $ v U E y v y u�i ami v s: vv a :c 1 !; > p ccs o _p p U ca U C y I I o H v ani0 oa d 0 0 0 0 � � ° 3 0. � C � rr o bv v v bA v O o 'y Lv y ° T = o H o, rn ` w O .0 N .y. f+ y p •> H >1 t'. y ti 7E �+ y •Y a.+ E 42 li •� w �� 0 O +U+ ' bA O OON C v O *v0 o . 'N R•H > NG 40. I O 'I +'� (� •.� (/� Q ° O. 'C c`C 4U.. N.•y • > .: N owc2 15 U � > O Oi 'bq v p U p 0cd *a UU> r. - % N •� U >� . j li y v N 0 `+ .� A •y >� V v �E O v ° o •o .0 °.co °= av Q � oc OU ,: c 4. a y ,. w co r 00 0 3 v v �, o ty o ca ° ss E -d oCd a, E . z p o: o ° . � w a °y . .- Z yRaao o ba > a0moo < 0o4) :. o � 3 � o0 - In o ed 0 cd I' �IvtJ vaFSJ rCi h aU d v .V . �v ' yo o C a 9 . Gj ° °° cts to Uv wO •0 E "o oa A 4" L, yp 0 n cd y � , Y NaQ � t2 "o. O yO ' OV0 ° OD ° 0 -5 O O0. o � vU y v y j ! w a 3 VG O y a 'C OO = yN O a �O& a iw bc — � r� � 0 E o ia " obo o ov 3•, 4. j v , ccw .oUB ' •c � .5rA c� rA U E a o o -d .. o i=- A '.5 vco o u oo� o v p �, aass^Ea bocc � 4.CIOIvQ ° ° y�' � o�4~ � Ete � to u W N 4; rC 4. = Q "4 a h4 VR7 v U G ca O — 0 0 0 0 00 EH .y 0 > v qo o d F." r Ii o ,o H E o 'p� ' o a�oi ;02 j, Fq O 0 O O o 0 o C o q.- N y o v N S7 N 0 E .E ,� .E .E o v c � v � rnZ iv v Uv� GQ L 40. U 7 N o O O N M 0 y0 r~ Q t1.N N Q H C N N Q -- — . -- - Cd i O a+ 0ccI coO !i i b Cd N cd O y i. '^ 'CJ clc4b H b � > � rn Z y U a) p aj cd cd i 4&S b m b r .b Q. O >, j Q r y C4 p .d cd cd Cd U jib c Q)Cd Cd 0 cd � o .y Cd WCd cuin, cn ~ � I CN y cl U) C% O A 4- U ° Q, O . O a) cd = U cl U a � 01.4 (L) i p o cn o p p a) i co i a. o c W toto \ p U C% i I �I W Cd cd Y a .d �v\i b c/1 y ami a� �• rn U a) p U Cl) •� I a) a" viU O U O G i< M d U I U o el C i ls0 .rC b b y � y c0 I , �V1U.'� +U•� U C a) y cc in, U l� cd O O o bOi Qw � w °' o d � w � „ v' w F' � � Opo o ww b b O 4-40 Oo U bio cd rA In Q i as �, �, a s ;, OCd o U cn °n_., P.00 cq3 r�� w C*, N cd -db 0 0 0 0 os 0 ai cqj � � O Q. R 4-4 o O Oto incd QI U V U U (, U U - - --- I 7:1 O YO U 1 N O y Cd " cobb k 0 O ^ ° �' o m G N cEi od a� v, o �? v O b y a� yid ° Y D y o cd a� o .d v' .b o rn .. O 1 1 °O , ° (n °n. y v _� U .dcri 0 12 Con UR rn 0 y �>' I cd cn cd h N f' N >to F' U >,b ani >,o ao bo^on to Cd �'I 0 p ^`. cd . C °Y' ° •'y 4° cn C° C° —b U 'C1 cd cd cd -0 y U N �~ ci En o En �� P. 2 � �, .O O p c�i� y 'b � � O u cYi V Cd � 00 a°i y O b [0 ami ani [� P. o = P. cd y w z y V] P. a y a. 0 0 C1 b Y L. '0 cd w N U 0 y cod 0 M 4-+ cd 0 Y w a >p cod 0 0 Y Q, U O ��' O r f3 p O 0 V > U O 'Ocd 'd �, U �' U �+ U 'b N O cd O U d j 3 YCd U d s. Y U O cd 0 m 0 4., 0 N U +' Cd p- Cd 0 Cd •o ° V] i- p m .!:i I i M I.ti .� i-� �'q '� �i i-� (n �-y' "'� d S"i •Y Y 'i~, � � Y O •1-� ' .'•f :I C, cd d y } U Y o .d Y O y \O y rA ! b O -d cd �O +O 0, 0 .- y ' v UU .. f. .. °p. 4� cd 0 a ~ O bd O O O 4: cOn y p O y ~ y p v, O O I t ami O '� (1) rA O C cn O C/1 Cqj b ^�' N CV) xm', y C4 0 O" �"~' �++ O p Cn (~ 0 '� 1., � V im"".+ C i ti � o� ,S""' 'DN 00 a1 O ' cd P..,U., A U v E� p, U }U, .d v �Cd co "" v 'P. C y �. 3 n y G a y p¢ 4v� p v ,0 U ^7 `� vcni ¢ U y o `n U U Q ami .j r. = d ri ami -' U o a0i ug a� w a ^d a0i 0 cd s. U >, p O 0 v O 0 N t. O w O 0p O 3 a� O N CO -- } O cqs "U V y U U y n cd cd cn „D > U +-' �" p.� � N }N. 0 N d Y N y cd r. Cd N U �+ U } U v U p ~s" c� W c UD V O O 0 cd 0 w Y 0 C/� O d O 80 o o `o n 0 44 �n'� { ! j ° -d ,� • a°'i °�' ami �'z" > ami °. >, y cd C4 d a� ami �. v� 0 Cd 14 L>, o o 0 o Cis.yE� °�' { ��-+ 2l Y� SEI U U Y U r �. % .t+ / Y > cn Yom~ ,. 0 • O Y cd ed Y Y o �, a� cd o cd 0 o ww o }? o 3 j 0 •a� `� U U U y c0i A � � oCn � � Cd p 0 cd0 O cd U �. 0 cd 0 1. p 0 > P4 0clo � u. � cn o � � In U ;- b 4� m U m Cd 9 y cd m ,.,• U ,-. 0 U U Y O U 0 d cd Q cd O b u b 0 v, O '� U 0 O C* +' rn rn o N c}d m ° U cn ° ^ n 0 C O O ' Y, U O 0 + P. !a.,.0 -00 a 3.40._ _oo_ ' b v U k O ° ai k p ! Cd 00 U p U Con 10, LO M U N N 0 UO U O p cd y cd cd Is a V] >," U �" ° 40. cd U Cd mrn O p ozi Cd �, cd ° U m cd cd w U cd cz rA cd 0 rn 40. c O ap a O U O O O 4i M U 4. 4-� cn0 .� Q. � l O .0 to y a G O .> j I CIS -d o6b 6b o 82 Z acut cl cd 18 cl c;3 � ami 2:14. O cd O b U -' cd ° ° ami >, o cpd > ¢. o ami ani b cd v I .>~ oo ani ami y > aco i b � j l+' I .O cd cd N 0 Y 3 . .O tU.. O y U p O 3 40 cdrn In F� a -• a� N m cd G) pcz m j I ISI p � .'�..+ yz% �y+ � � � y cd y •� � .o —4j CA j Q U y "U . 4.� y cd cz O U !fir y 00 U .O '� [� .. q cd U p cd cd O a+ 'C O W O m p cid80 CO (~ y4. U c0 U �' cf., m �+ �"" '� W rn t4-4 UO cU rte+ 4••' +A •• ItAO y 5 +' V ° m ~ b U U U N U U y� C'4G N a0i ri api cd 1'.,' O C U 'rte+ o U on cdo O ObD o ° a°i p dip a°i b cd P. toU oOcd�; y U U ° cd -b � ani U I �.'b Y 0 U .O+ �' y C� •-• , P I C,3 riI Ocqs r � = USE �ZI "2 oA+ ° � Q O o v 'd 4+ v cd 44 cd O Fr O 0 cd w O ° cl � >y 'd "� to U -0 S"r pU b c3d pUp o cd rn U o in Cd _ o d ou a� ani b +' cd U � O+ rn dD y cl bA O Cd CA CC� }U. Q C13N U U p p cOi� U O O m Y . doll •a� - Y 44 Y 4'- C� U a �i-•1 rt � 44 .Cd 144v v cid o O �. .?: ° Ed ' w q. O p UCd 'b n Cd O cd Y ,cd I.. u O 'O w "O b Cdcn y, ¢• G� O � Q.'d U cd y �'p �'OCA o dU ocn d c� ill Y b U Cd ,� U f\ A p Q) i•+• `� �' ! N 71 cd l i�Vvy CUy �y d Cd CAQ)jl" oWO Vr] Hto U �4 Cd 4 En UoU `db n .U+ .1�. ! U Q ��, � � .N �'�•.•y Y '.•-i Tr () � � it .r•. � .� 3-I Y U .t.y Ali Cdr. Y [n Cd •H !n ° U ~ � U�+ IVA cd 4-4 tb -4' bD o O Y d U O O 0 as go- to Q. O cd Cd GO 0 Cd cd u cd 'd � p" oa}}. OO ° y Wcod o o Np O OEn b Y cd U 'in d 4 U �clcd � U oEms-+ W 0 Q"U o ° "d `m c-) 4- o o CFI ... p Y o 1P >1 4 4 ! CF. v O •U Vj cd O vUi U p O Q4 EnCd cd U O 4U�+ y � O o O P. En -P° b y a4.4 1-4 O 4Z d m cn 4. as 0N o C6 0. a) U U 3mY-ai o d rA ° U � �> U b d . o rA Y rn V O C� -• O N t ~ p 44 M 44 O O . U 0 0 I, -N 1+— N bA Y N_cam O Q.Fa O_U_ N -= U O b -�' - --- .-... --- --- - I3 I I ° Z a� Cd to10 Cd c IN I � I Y I I � I I i1-ri c CO j b ' cli d � on as i 10 I i O bA O v V O cv �, bo c 'bcnC7 .b to F Cd to to Ib oaW4 O .0 by o ° C i 0 81 Cd cd cd O c0 �l Q. 4 ;.. j O � to Cd NIn cn Coni b " � � cd � W w OUB 3 � O 4. Fo O � 0 � � $ -d CAd � � � � � � x n F- daCd rA P4P44Ucon (5 vAu I , p ani x Eli c j Mi I O y c> y p I �° U o '�' a0i 4-4 ° I I 4. � 3 +, o °' o I o p rA wCd u to Cd Ln Cd +- p = cd 00 by b b O cd yN I o '� 4" 7S 4. o 0 i I i � �n Cd 'u ,Cdcd 0 �c �I cd ''"' ° � -0 c � � ° b � H Uo b jai °A p mU p 48 y O ;-4 �'� p tz 10, 0 to + C;3 di _ cd cn p s. +- cd cd ..O (n y d ° CA 0 'C O O U cd bA 140. cqs 1oo o ff y m p 0 V1'd y ami CA _ to cd U Cd j ~ 0r. N Cdp y0 y 4� y I 0 ;:4- O Cd 4. fi co OU > on on `n y y ° o N N cOi C;3 0 4� Q A a0i cdP. 0" U V� ' '4�, O 00 U 3 o cd r" p C4 [� N cd y b V b Oto y ° � a N ° o F'>' ° cd ---N Exhibit 1 Verification Test The verification tests detailed below will be conducted following installation and prior to implementation. Only the tests corresponding to the software products licensed by Client will be conducted. The tests are performed using the MUNIS Verification Database. This database contains general information applicable to all customers. Given this, the verification tests will not validate site specific functionally. Rather, the tests will prove the MUNIS system is installed and performs base line functions. Client-specific functionality will be reviewed during the implementation phase when site-specific data will be built and applied against desired functionality. Each phase contains three sections: table views, reports, and process. The phases are intended to be completed in 4 hours. Finally, each phase has a space where Client will be asked to initial, certifying the verification has been accepted. FINANCIALS: Phase 1 1. View General Ledger Master Table 2. View Budget Master Table 3. View Vendor Master Table 4. View General ledger Account Inquiry—perform drill down 5. Find PO's/Reqs in PO Inquiry 6. View Inventory Master 7. View Fixed Assets Master 8. View Work Order Master Phase 2 9 Enter a requisition 10 Approve the requisition 11 Convert to a PO 12 Post the PO 13 Enter an invoice against the requisition 14 Post the invoice 15 Select items to be paid report 16 Print Checks (on blank paper without forms) 17 Find journals in Journal Inquiry using date find Phase 3 18. Reports: b. GL Trial Balance c. YTD Budget Report d. Vendor Invoice List e. Purchase Orders by GL Account(Select Open POs) f. Inventory List by Location g. Fixed Asset List by Location 1 PAYROLL/HR: Phase 1 1. View Deduction master 2. View Pay Type Master 3. View Employee Master 4. View Employee Detail History—Perform Drill Down 5. View Position Table 6. View Terminated Employee Table Phase 2 7 Add new Employee 8 Build Job Pay Records 9 Start a new PR 10 Generate employee records 11 Enter exceptions 12 Print Final Proof 13 Update Employee files 14 Print checks (on blank paper without forms) Phase 3 15 Reports b. Employee Detail c. Employee Accrual d. Detail Check History Report e. Payroll Register UTILITY BILLING: Phase 1 1. View Charge Code file with Rate Tables 2. View Account Master—Perform Drill Down 3. View Customer File 4. View Bill Inquiry 5. View Account Inquiry Phase 2 6. Add new account 7. Create water service record 8. Start a new bill run a. View Charges File Maintenance 9. Enter meter reading manually 10. Run Charges Proof Register 11. Generate AR 12. Print Bills (on blank paper without forms) 13. Make a payment to a bill 2 Phase 3 14. Reports: a. Consumption Inquiry/Report b. UB Aging Report c. Charge/Payment History d. Detail Receivables Register OTHER REVENUE (TAX/EXCISE/GENERAL BILLING): Phase 1 1. View Customer File 2. View Parcel File 3. View Charge Code File 4. View Tax Year Parameter 5. View Motor Vehicle Master File 6. View Bill Inquiry 7. View Lien File 8. View Receipt Inquiry 9. View Activity Totals Inquiry/Report Phase 2 10. Create a new General Billing Customer 11. Add a GB Invoice 12. Make a payment against the GB 13. Make a payment against a Tax/Excise/Personal Property/Ect. Bill 14. Print Payments Proof 15. Post Payments 16. Use Receipt Inquiry to find the payment Phase 3 17. Reports a. Summary Receivables b. Detail Receivables c. Posted Payments Report PERMITS & CODE ENFORCEMENT: Phase 1 1. View Permit Type f/m 2. View Project Type f/m a. Find a Project type with the 4"bottom buttons"checked which indicates there is data. If none, build some defaults at the bottom. b. Drill down using the bottom buttons. 3. View Inspection Type f/m a. Drill down into Inspectors and Checklist at bottom 3 4. View Violation Code f/m a. Drill down into Enforcement Steps 5. View Property Master a. Perform drill down using the Side Menu options. Phase 2 6. Add anew Property. a. Set up default Restrictions, Hazards, and Violations at the bottom. 7. Add a new Application. a. Use a Project/Act that has the four defaults set in Project Type f/m (One each is fine.) b. Make sure the App automatically set up the default Permits, Prerequisites, Inspections, and Dept/Board Reviews by choosing the options to view. c. Choose the Collect side menu option. Make sure you can accept payments for the Fees and the system links to the A/R module properly. Phase 3 8. Reports a. Applications Status Report b. Inspections History Report c. Violations Report d. Contractors Report e. Dept/Board Review Report PARKING TICKETS: Phase 1 1. View Parking Ticket (PT) Parameter File 2. View PT Charge Codes 3. View Owner Maintenance Phase 2 1. PT Entry 2. PT Inquiry 3. Review Export/Import of data 4. Review Late Processing Phase 3 1. Issue by location report 2. Violations by issue date report 3. Issuer productivity report BUSINESS LICENSES: Phase 1 1. View Customer File 2. View Description Codes 3. View BL Charge Codes 4 4. View BL Master File 5. View BL Late Payment process 6. View Bill Inquiry 7. View Business Master Report 8. View Business Location Report ANIMAL LICENSES: Phase 1 1. View Animal Type File 2. View Customer File 3. View AL Master File 4. View License Detail Report 5. View License History Report 6. View Tag Report PROJECT ACCOUNTING: (Performed with General Ledger) Phase 1 1. View Project Master Table 2. View GL Master with Project Code 3. View Project Budget Report MUNIS OFFICE: Phase 1 1. Export from GL Account Inquiry into Excel 2. Export from GL Account Inquiry in Word MUMS CRYSTAL REPORTS: Phase 1 1. Select ZZ—Verification Report from the System Admin section of the MUNIS Crystal Reports Library. This will display results from the MUNIS live database so no configuration needs to be done to the Crystal setup to run this report. 5 CONTRACT MANAGEMENT: Phase 1 1. View Contract Master File 2. Enter a Requisition against a contract 3. View Contract Master to highlight changes TREASURY MANAGEMENT: Phase 1 1. View a Recurring Cash Flow record for current FY in Recurring Cash Flow F/M. 2. Generate Cash Flow File Maintenance. 3. Generate a journal entry on the Cash Flow File Maintenance record created. 4. Go to General Journal Entry/Proof, find journal that was generated and post it. MUNIS SELF SERVICE—EMPLOYEES: Phase 1 1. View and update the General Administration Settings 2. Add a new user under Users Phase 2 3. View and update Application Administration under Employee Admin 4. View and add a web link or document under Document Administration 6 Exhibit 2 Support Call Process MUNIS Technical Support Department Goal:To provide an effective support mechanism that will guarantee timely resolution to calls,resulting in high- level customer satisfaction. How to contact us Call the MUNIS toll free number(800-772-2260)or e-mail support through the MUNIS Website(www.tyler- munis.com). Support Hours Support is currently available during the following hours: Products Support Hours Financials 8 AM-8 PM EST(Monday-Friday) Payroll/HR 8 AM-8 PM EST(Monday-Friday) Tax/Other Revenue and Collections 8 AM-6 PM EST(Monday-Friday) Utility Billing and Collections 8 AM-8 PM EST(Monday-Friday) OS/DBA 8 AM-6 PM EST(Monday-Friday) Crystal Reports 8 AM-5 PM EST(Monday-Friday) Tyler Education Management 8 AM-4:30 PM EST(Monda -Frida ) Tyler Forms 8 AM-4:30 PM EST(Monda -Frida ) Support is currently not available on the following holidays: • New Year's Day(January 1) • Memorial Day(observed) • Independence Day(July 4) • Labor Day(observed) • Thanksgiving Day • Day after Thanksgiving Day • Christmas Day(December 25) How support is organized The MUNIS Technical Support department is divided into 7 teams;Financials,Payroll/HR,Utility Billing and Collections,Tax/Other Revenue and Collections,Crystal Reports,Tyler Forms,and OS/DBA(Operating System and Database Administration). These "product specific"teams allow support staff to focus on a group of products or services. A team of specialists assigned to each team will handle your calls quickly and accurately. Each team consists of a MUNIS Support Product Manager, Support Analysts and Technical Support Specialists. The Support Product Manager is responsible for the day-to-day operations of the team and ensuring we provide exceptional technical support to our clients. The Support Analysts are responsible for assisting the team with client's issues and provide on-going training for the team. Technical Support Specialists are responsible for diagnosing and resolving customer issues in a timely and courteous manner. Focus on Incoming rate When you call Technical Support your call will be answered incoming by a support technician,or you will be transferred into the support voice mail. Our Goal is to capture at least 75%of our daily calls incoming,which means you will often be able to start working with a support specialist immediately when you call. Leaving messages for support When you leave a message on the support voice mail,make sure the following information is in the message: -Your name and the site you are calling for/from -A phone number where you can be reached -The details of the issue or question you have(i.e.:program,process,error message) -The priority of the issue(please see Appendix A for examples of priority 0, 1,2,and 3 issues) -When you will be available for a return call from support(most times support will call back within an hour of your message) E-mail support Some questions can be handled very effectively by e-mail. Once you have registered as a user on the MUNIS Website(www.tyler-munis.com)there is an option under"Customer Tools"that allows you to ask questions or report issues to support. You will be asked for some required information such as Customer Number, Customer Name, Contact Name,Phone Number,and E-mail Address. In addition you need to select the Module,Priority,and MUNIS Version from drop down menus. There is unlimited text for you to describe the question or problem,plus the ability to attach files or screenshots that you think would be helpful to support. The appropriate team will review your e-mail and respond back within two business days. Customer Relationship Management System Every call from you is logged into our customer relationship management system and given a unique call number (MND). This system tracks the history of each incident, including the person calling,time of the call,priority of the call, description of the problem, support recommendations, client feedback, FERs (Fix or Enhancement Requests)to Development,and resolution. Call Numbers(MN######) Support's goal is to return client's calls as soon as possible. If you are not available when we call back we will leave a message with the open call number on your voice mail or with a person in your office. Then when you call back you can reference this call number so you do not have to re-explain the issue. An open call number is also given to you once an initial contact has been made with support and it is determined that the issue will not be resolved during the initial call. The open call number lets you easily track and reference specific open issues with support. Open calls numbers begin with MN and are followed by a 6 digit number(MND). Development FERs An FER is created when a program fix is escalated to Development. Development uses FERs to track the status of every program fix. Similar to support calls,FERs start with MN and are followed by a 5 digit number(MN#####) Priority 0 FERs are fixed immediately and distributed to the clients who are impacted. Priority 1 FERs are fixed within 30 days of the date the call came into Technical Support. Priority 2 FERs are fixed within 60 days of the date the issue was brought to Development for assistance. Priority 3 FERs are worked on as time permits and have no time constraint or deadline. Priority 1,2 and 3 FERs are included in the next MUNIS release once they are corrected and quality assured. Call Priorities A call escalation system is in place where, each day, Support Analysts and Product Support Managers,review open calls in their focus area to monitor progress. Each call logged is given a priority(0, 1,2, and 3)according to the client's needs/deadlines. See Appendix A for a sample list of priorities. The goal of this structure is to clearly understand the importance of the issue and assign the priority for closure. The client is responsible for setting the priority of the call. MUNIS keeps track of how responsive Support is to priority 0, 1 and 2 calls each week. This measurement allows us to better evaluate overall customer satisfaction. Priority 0 open calls Each day,the Support Analysts and Product Managers review open priority 0 calls in their focus area. Priority 0 calls are either being worked on by a Support Technician or a senior support employee. If Support requires assistance from Development,the Product Manager or Support Analyst will contact them immediately. Priority 0 issues are worked on by Support and Development until they are resolved. If it is determined that the issue is a program problem,an FER will be created with the appropriate priority and handled according to the FER priority policy previously outlined on page 2. Priority 1 open calls Support Analysts and Product Managers examine priority 1 calls every 2 days. Priority 1 calls must be resolved or turned over to Development via an FER within two weeks from the day the call came in. If it is determined that the issue is a program problem,an FER will be created with the appropriate priority and handled according to the FER priority policy previously outlined on page 2. Priority 2 open calls Support Analysts and Product Managers examine priority 2 calls weekly. They must be resolved or turned over to Development via an FER within 30 days from the start of the call. If it is determined that the issue is a program problem,an FER will be created with the appropriate priority and handled according to the FER priority policy previously outlined on page 2. Priority 3 open calls Support Analysts and Product Managers examine priority 3 calls weekly. They must be resolved or turned over to Development via an FER within 60 days from the start of the call. If it is determined that the issue is a program problem,an FER will be created with the appropriate priority and handled according to the FER priority policy previously outlined on page 2. Following up on open calls Some of your issues will not be resolved during the first call with a support technician. If the call remains open,the technician will give you an open call number to reference(MN######). If you want to follow up on a call you have open with a support technician,call the appropriate support team and reference the call#to the technician who answers or leave this information in your message. Referencing the open call number allows anyone in support to follow up on the issue for you. You can also e-mail support through the MUNIS Website(www.tyler-munis.com) and reference the open call number in the support call number field. Escalating a support call If you feel you are not getting the service you need,call the appropriate Product Manager and tell them the open call number for which you need assistance. The Product Manager will follow up on your open issue and determine what needs to be done to meet your needs. Technical Support Product Managers: John Carolan (X4196) Financials Team Sonja Johnson (X4157) Payroll Team Shawn Gaudreau (X4424) Tax Team Laurie Littlejohn (X4392) Utility Billing Team Greg Mehlhorn (X4391) OS/DBA Team Ed Bryan (X4140) Crystal Team Greg Mehlhorn (X4391) Tyler Forms Team If you are unable to reach the Product Manager,you should call CJ McCarron,Manager of Technical Support at extension 4124. Remote Support Tool Sometimes, to diagnose a problem or assist you with a question, GoToAssist is used to share your desktop via the Internet. The GoToAssist tool from Citrix(www.citrix.com)provides a highly secure connection with 128-bit, end- to-end AES encryption. Support is able to quickly connect to your PC and view your site's set up, diagnose problems,or assist you with screen navigation. At the end of each GoToAssist session you have with us, there is a quick survey you should complete so we have accurate and up-to-date feedback on your support experiences. We review the survey data so that we can continually improve our services. E-mail Registration Customers can go to our web site and register for email "groups" based on specific MUNIS applications. We use these groups to inform clients of issues and to distribute helpful technical tips and updated technical documentation. There is an option to un-register at any time if you want to do so. Helpful Hints on the MUNIS Website Once you have registered as a user on the MUNIS Website(www.tyler-munis.com)you will have access to "Customer Tools". In addition to e-mailing questions to support,you can search our helpful hints knowledge base by product and release. These documents make you aware of high-level issues reported to MUNIS and explain the specifics of the problem(programs,issue,condition,resolution)and,if applicable,the corrected programs. Call Priority Definitions and Response Time Summaries Definition of Priorities(examples): 0 Critical Issue—MUNIS is down Undiagnosed but feared critical Situation may require a restore—MUNIS use suspended until a diagnosis is given Federal deadline/penalty or fine to be levied State/local deadline/penalty or fine to be levied Implementers on site and training cannot continue Site is going live today Client is in the middle of Year End Processing and cannot continue Payroll Checks cannot be printed/completed/Direct Deposit file due to bank Tax/Utility Bills are due and the client cannot continue System down due to hard drive/Server Failure—OS/DBA System down due to expired/deactivated GUI License 1 Severe issue,but there is a work around Federal/State/Local Deadline approaching within 30 days Another critical process hinges on the success of the completion of this issue Issue that may cause us to contact an external vendor so time to solve is not within our control Issue that may need to be evaluated for a major release so it is hot because of the release deadline Conversion/Migration data issue where client is under a deadline to prove data Request for new media—timing critical(W2 bug fix,for example) Client calling back with validation information on a FER sent to the site for confirmation. 2 Important issue—not severe Suspect a bug of a non-critical nature—may eventually generate a FER Routine system issues to be scheduled through OS/DBA or other technical employees Requests for new media—non-critical Requests for educational seminar information Issue with no immediate deadline(i.e.: >30 days) Data correction to fix a few bills/records Routine product issues New printer set up/configuration with OS/DBA Problems loading GUI client software,IQ Objects, Crystal or Informix SDK 3 Lowest priority issues Not a severe issue—may just be a question of how something works Not expected to result in an FER for Development Password for web site—phone numbers—enhancement request—request for documentation Request for training Routine system issues scheduled with OS/DBA Response Time Summaries: Open Call Priority Maximum#of Days a Average#of Days a Maximum#of Days a support call iso en Support call iso en Development FER iso en 0 Immediate 1/2 Day Immediate 1 10 Das 2 Das 30 Das from Support call 2 30 Days 2 Days 60 Das from FER date 3 60 Days 6 Das N/A Exhibit 3 —Business Travel Policy 1. Introduction This statement of company policy on travel and related business expenses is intended to establish equitable standards and achieve consistent and fair treatment of all employees who incur such expenses. Travel should be consistent with the needs of the business and used to accomplish business objectives in a cost efficient and safe manner. The Company recognizes that all reasonable and necessary expenditures by an employee on behalf of the Company are reimbursable to the employee. Employees are expected to: a. exercise good judgment with respect to expenses, spending the Company's money as judiciously as they would their own and b. report all expenses promptly and accurately with the required documentation. 2. Company Travel Agent All travel arrangements (Air, Lodging and Car Rental)must be made through Dube Carlson Wagonlit Travel, the Company Travel Agent. Dube Carlson will provide employees with the convenience of one phone call reservations and help the Company monitor and manage travel expenses. The local number is 883-8938 and the toll free number is(800) 622-8938. 3. American Express Corporate Card Tyler Technologies has selected American Express as its official corporate card for all business travel and entertainment expenses. Employees who travel on a regular basis will be issued a card in their name without having to fill out an application. An employee who does not travel enough to qualify for a corporate card may use a personal credit card if they are required to travel on company business. Frequent travelers may chose to participate in the Membership Rewards Program which grants cardholders one point for every dollar charged on the card. The annual fee for this program is the responsibility of the individual employee. 1 4. Expense Reports Expense reports must be accompanied by original receipts and, if applicable, signed Customer Services Reports. For hotels and car rentals, employees must submit all establishment statements in addition to the credit card receipt. For airline tickets, attach the passenger receipt or the original "Amex Square" that accompanies the statement. If the ticket is charged to the corporate account, the airline ticket receipt should be attached to the expense report but not reported for reimbursement. The Company encourages employees to plan their business trips as far in advance as possible in order to obtain lower fares. If the American Express bill arrives before the ticket is used, submit the original "Amex Square" with the next expense report. Do not submit the passenger receipt, as it may be needed during the actual trip. When the ticket is actually used, indicate on that week's expense report that the fare was previously reimbursed. Employees must submit an expense report to their manager or designee for approval no later than the week following the travel. Approved expense reports received in accounting by noon Tuesday will be processed for payment on Friday. 5. Air Travel A. Reservations and Tickets All air travel must be booked through Dube Carlson Wagonlit Travel and charged to the employee's Corporate American Express Card. Airline tickets for employees who have not received their card yet or do not qualify for one will be charged to the Company account. Dube Carlson will identify all reasonable travel alternatives and discounts available including choice of airport, airline, dates and times. The employee will select the most cost- effective flight available. Employees are encouraged to make reservations far enough in advance to take full advantage of discount opportunities. Unused tickets must be returned to the Company Travel Agent immediately to ensure proper credit. B. Restrictions No more than 3 members of management or 6 employees may travel together on the same aircraft. Employees may not pilot a private plane while on company business. 2 6. Automobile A. Private Business use of an employee's private automobile will be reimbursed at a rate of$ .445 per mile plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. Mileage, parking and tolls incurred in traveling to an employee's office are considered commuting expenses and are not reimbursable travel expenses. Employees must carry insurance, at their own expense, with limits appropriate to the states in which they drive. The Company requires a minimum of$100,000 combined single limit for bodily and property damage; however $300,000 is recommended. The Company does not assume liability for damages incurred in the event of an accident. B. Rental Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the specific situation require their use. Public transportation (buses, airport limousine services or taxis) should be considered when traveling in and around cities or to and from airports. The Company has selected Avis as its primary rental car firm. Reservations must be made through the Company Travel Agent to ensure that we take full advantage of the contract. When renting a car for Company business, employees should decline the "collision damage waiver" and "personal accident insurance" on the rental agreement as the Company carries leased vehicle coverage for any employee leasing a vehicle for business purposes. Travelers should also decline the "fuel purchase option" and return the car with a full tank of gas. If the rental is split between personal and business use, the employee is responsible for any accident occurring during the personal portion of the rental. 7. Lodging All hotel reservations must be made by the Company Travel Agent except when a block of rooms has been reserved as a part of a meeting or convention being attended. Dube Carlson will select hotel chains that are well established, reasonable in price and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Fairfield Inn, Hampton Inn and Holiday Inn Express. If none are available, Dube Carlson will identify comparable hotels in the area and negotiate a competitive rate. If the customer has a discount rate with a local hotel, notify Dube Carlson as soon as possible to ensure that all 3 employees can take advantage of the rate. When the Company anticipates a substantial number of overnight stays at a location, Dube Carlson will negotiate a special rate for employees traveling to that site. Employees should inform Dube Carlson of membership in travel clubs such as AAA. In some cases,the club rate may be lower than the company rate. Employees who do not utilize the Company Travel Agent or choose hotels that are not comparable to the selected chains may have their reimbursement prorated. When reporting hotel costs, include just the price of the room and applicable taxes. Other items on the hotel bill, such as telephone and fax expenses, should be segregated and accounted for in the appropriate places on the travel expense report. Reasonable calls to the employee's home are allowable. Refer to Section 8 of this policy for details on telephones. 8. Meals Employee meals while on travel status are reimbursable in the form of a flat per diem rate. The reimbursement rates for individual meals are as follows: Breakfast $ 5.00 Lunch 9.00 Dinner 26.00 Total $40.00 Receipts are not necessary to claim a per diem meal. An employee on travel status will not be reimbursed for a meal that was purchased by another Tyler employee or a customer. A. Overnight Travel Employees on overnight travel status are eligible to claim all three meals on their expense report except as follows: Departure Day depart before 12:00 noon lunch and dinner depart after 12:00 noon dinner Return Day Return before 12:00 noon breakfast Return between 12:00 noon & 8:00 p.m. breakfast and lunch 4 Return after 8:00*p.m. breakfast, lunch and dinner *8:00 is defined as direct travel time and does not include time taken to stop for dinner B. Same Day Travel Employees traveling at least 2 hours to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 8:00*p.m. *8:00 is defined as direct travel time and does not include time taken to stop for dinner C. Entertainment All entertainment expense must have a business purpose and there are strict legal requirements regarding this activity. A business discussion must occur either before, after or during the event in order to qualify for reimbursement. In order to comply with the IRS substantiation requirement, all entertainment expenses must be supported by the following details: 1. the date of the event 2. the item(e.g., dinner lunch, drinks, etc.) 3. the name of the service establishment 4. the business topic (e.g., payroll, UB), "business discussion" and similar phrases are not sufficient descriptions 5. the name, title and company of each person in attendance to establish the business relationship 6. the total amount of the expense An employee who submits an entertainment expense for a meal or participates in a meal submitted by another employee, as entertainment can not claim a per diem for that same meal. 9. Communication A. Telephone Credit Cards The Company provides employees who travel on a regular basis with a Global Crossing 5 Calling Card. Employees should use the card when making business calls from their hotel room, home or pay phones to take advantage of the lower rates. Reasonable calls to an employee's home while traveling on Company business are allowable. B. Company 800 Number—800 772-2260 Employees who are traveling should use the 800 number rather than a calling card to call the office. The 800 number should be only used for long distance calls to the office, local calls are charged at the same rate as long distance calls. C. Cellular Phones The Company has determined that the following positions require the use of a cellular phone: • Senior Management • Sales • Project Managers Employees in such positions will be reimbursed up to $100 for the one time purchase of a cellular phone. The employee will own the phone and be responsible for its maintenance. The company will not reimburse the employee for the cost of a replacement phone or any accessories. The company will reimburse eligible employees up to $100 per month for the cost of a monthly plan that offers a specified number of free minutes each month. The employee is responsible for finding the calling plan that best suits his/her business usage. The Company may also designate employees in other positions to be eligible for this plan if the circumstances justify the expense. The Company has determined that the following positions do not require the use of a cellular phone but due to extensive travel the employee may choose to use one while traveling on company business: • Implementation Specialists • Installation Specialists The company will reimburse eligible employees up to $50 per month for the cost of a monthly plan that offers a specified number of free minutes each month. The employee is responsible for finding the calling plan that best suits his/her business usage. The Company may also designate employees in other positions to be eligible for this plan if the circumstances justify the expense. 6 D. High Speed Internet Access Implementation Specialists are expected to conduct some training days via webex. Those who live more than 45 miles from the closest Tyler office (Falmouth, Westborough or Raleigh) will be reimbursed up to $45 per month for the cost of high speed internet access. Report the cost on an expense report accompanied by the monthly bill. Implementation Specialists living within a 45 mile radius are expected to use the office for webex training. 10. Unallowable Expenses Except as covered elsewhere in this policy, the following is a list of items considered to be of a personal nature and,therefore,not reimbursable by the Company: a. shoe shines,haircuts, and similar personal grooming services b. movies, shows and sporting events C. travel and personal property insurance d. excess cost of making a personal side trip e. fines for traffic violations f. laundry and valet charges on trips less than five days g. loss or theft of personal property,money or tickets h. travel expenses to and from your principal place of work i. purchase of clothing or items for personal use j. cost of personal credit cards 11. Responsibilities Management is responsible for the administration of this policy as it relates to their employees. The Chief Financial Officer must approve all interpretations and exceptions to this policy. The Company reserves the right to amend this policy at any time, without advance notice. Effective Date: January 1,2006 7 Exhibit 4 KNOW FAtjC Adobe ADOBE' CENTRAL OUTPUT SERVER PRODUCT DESCRIPTION Customer Name: City of Southlake, Texas Name of Program: Adobe° Central Output Server Scope of Use: LIMITED TO USE WITH THE MUNIS APPLICATION ONLY AND ACCORDING TO THE ADOBE® END-USER LICENSE AGREEMENT (ATTACHED) Designated Location (s) : ACCORDING TO ADOBE' END-USER LICENSE AGREEMENT (ATTACHED) Operating Requirements : ACCORDING TO ADOBE® END-USER LICENSE AGREEMENT (ATTACHED) Implementation Schedule: ACCORDING TO ADOBE" END-USER LICENSE AGREEMENT (ATTACHED) Term of License: ACCORDING TO ADOBE END-USER LICENSE AGREEMENT (ATTACHED) Accepted by Customer: Accepted by Tyler Tec no n . Signatu �1 Signatu i kkj ( ` Michael J. Lyons Printed Name Printed Name //- d, November 13, 2006 Date IfDate ADOBE END USER LICENSE AGREEMENT NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS YOUR USE OF THE ADOBE SOFTWARE ACCOMPANYING IT. BEFORE OPENING THE PACKAGE CONTAINING THE ADOBE SOFTWARE, CLICKING TO "ACCEPT" DURING REVIEW OF THIS LICENSE, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, PLEASE CAREFULLY READ THIS AGREEMENT, WHICH CONTAINS THE TERMS UNDER WHICH YOU ("LICENSEE") ARE ACQUIRING A LICENSE TO USE THE ACCOMPANYING ADOBE SOFTWARE. IF LICENSEE DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, PLEASE DO NOT OPEN THE ACCOMPANYING SOFTWARE, CLICK TO "ACCEPT" DURING REVIEW OF THIS LICENSE, DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND PROMPTLY RETURN (IF APPLICABLE) THE UNOPENED OR UNINSTALLED SOFTWARE TO THE PLACE AT WHICH LICENSEE ACQUIRED IT FOR A FULL REFUND OF ANY LICENSE FEE PAID. IF LICENSEE OPENS THE ACCOMPANYING SOFTWARE, CLICKS TO "ACCEPT" DURING REVIEW OF THIS LICENSE DOWNLOADS, INSTALLS OR USES IT, LICENSEE WILL BE ACQUIRING A LICENSE TO USE THE ADOBE SOFTWARE PRODUCT IN OBJECT CODE FORM, INCLUDING ANY RELATED PRINTED OR ELECTRONIC DOCUMENTATION (COLLECTIVELY THE "PROGRAM") , ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND LICENSEE WILL BE CONSIDERED TO HAVE ACCEPTED AND AGREED TO THE TERMS OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IF YOU RECEIVED THE ADOBE SOFTWARE AS PART OF A NEGOTIATED LICENSE AGREEMENT OR VOLUME LICENSING AGREEMENT WITH ADOBE, THE TERMS OF SUCH NEGOTIATED LICENSE AGREEMENT OR VOLUME LICENSING AGREEMENT SHALL SUPERCEDE THE TERMS OF THIS AGREEMENT TO THE EXTENT THEY ARE INCONSISTENT. IN THE EVENT THAT A SYSTEM INTEGRATOR, CONSULTANT, CONTRACTOR OR OTHER PARTY BREAKS THE SEAL FOR LICENSEE, OR USES OR INSTALLS THE SOFTWARE ON LICENSEE'S BEHALF PRIOR TO LICENSEE'S USE OF THE SOFTWARE, SUCH SYSTEM INTEGRATOR, CONSULTANT, CONTRACTOR OR OTHER PARTY WILL BE DEEMED TO BE LICENSEE'S AGENT ACTING ON LICENSEE'S BEHALF AND LICENSEE WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF LICENSEE HAD BROKEN THE SEAL OR USED OR INSTALLED THE SOFTWARE. NOTICE TO SYSTEM INTEGRATORS, CONSULTANTS, CONTRACTORS AND OTHER PARTIES WHO DO NOT INTEND TO BE END USERS OF THE SOFTWARE: IF YOU BREAK THE SEAL, OR USE OR INSTALL THE SOFTWARE AS AN AGENT ACTING ON BEHALF OF THE LICENSEE, THEN, UNLESS YOU HAVE ENTERED INTO A SEPARATE AGREEMENT WITH ADOBE, (I) YOU AGREE TO DELIVER THE TANGIBLE MEDIA CONTAINING THE SOFTWARE AND THIS LICENSE AGREEMENT TO THE LICENSEE PRIOR TO PROVIDING THE LICENSEE ACCESS TO THE SOFTWARE, AND (II) YOU AGREE THAT YOU WILL NOT RETAIN ANY COPIES OF THE SOFTWARE. OTHERWISE, YOU WILL BE DEEMED TO BE THE USER OF THE SOFTWARE AND BOUND BY THE TERMS OF THIS AGREEMENT. which Licensee uses the Program for 1 . Definitions testing and development purposes only. "Adobe" means Adobe Systems "Development Server" means a network Incorporated, a Delaware corporation, server within Licensee's Development 345 Park Avenue, San Jose, California Environment that contains one or more 95110, CPUs and that is not used in a USA, if subsection 12(a) of this Production Environment. "Disaster Agreement applies; otherwise it means Recovery Environment" means Licensee's Adobe Systems Software Ireland Limited, technical environment designed solely Unit 3100, Lake Drive, City West to allow Licensee to respond to an Campus, Saggart D24, Dublin, Republic interruption in services due to an of Ireland, a company organized under event, beyond Licensee's control, that the laws of Ireland and an affiliate creates an inability on Licensee's part and licensee of Adobe Systems to provide critical business functions Incorporated. Adobe is the successor in for a material period of time. interest to Accelio Corporation and all "Effective Date" means, unless references in the Program to Accelio otherwise specified in the Agreement, Corporation or JetForm Corporation the date upon which Licensee acquires a shall mean Adobe. "Access" means to use license to use the Program. or benefit from using the functionality "Electronic Gateway" means an of the Program in accordance with the electronic password or other electronic accompanying documentation. security measure that allows authorized "CPU" means a single central processing Licensee employees access to the unit within a computer. Program, but prevents "Development Environment" means Licensee's technical environment in other third party access. "Extranet" means a network that uses license granted by Adobe. secured TCP/IP technology to link "Production Environment" means Licensee and other selected entities to Licensee's technical environment in facilitate private business which Licensee uses the Program for its communications. business purposes. "Handheld Application" means one (1) "Program" means the Adobe software in .xft form template object code form only, and any related related to a single business process printed or electronic documentation. deployed on Windows CE devices. "Server" means a network server that "Individual" means a natural person contains one or more (i.e. , not a corporation or other legal CPUs. entity) . "Users" means any Individual who is "Install" means to place a copy of the authorized by Licensee to access and Program onto a hard disk or other use the Program for Licensee's own storage medium through any means internal business purposes. (including but not limited to use of an "Workstation" means a computer installation utility application workstation or personal computer that accompanying the Program) for the allows the Program to only be accessed purpose of permitting Access to the by a single processor and that is not Program. used as a network server. "Internet" means the collection of computer network connected by means of 2. Grant of License a common communications protocol In consideration of the payment of the commonly known as TCP/IP. license fee for the "Intranet" means a network used within Program, subject to the terms of this Licensee's enterprise (which may Agreement, Adobe grants to Licensee a include secured TCP/IP technology non-exclusive, non-transferable, connections) , which network may include limited and restricted license to use servers in the control of third parties the Program for Licensee's own internal whose principal business is providing business purposes as described in this such server outsourcing and which Section 2. Some third-party materials network has the purpose of sharing included with the Program may be information and computing resources subject to other terms and conditions, among Users. which are typically found in a separate "Location" means a geographical license agreement, or a "Read Me" or location where Licensee normally other file located in or near such carries on business at which Users are materials. In addition, for purposes of accessing the Program through either clarification, certain Programs have (a) Licensee's local area network been renamed and are referenced herein contained within such geographical by both their current name and their location or (b) an Electronic Gateway previous name (in parentheses) . Each using the Internet, an Intranet or an such Program referenced by two names Extranet, for Licensee's own internal shall be treated as a single Program business purposes. without regard to the name. References "Permitted Number" means: one (1) in to any such Program by either name in the case of CPUs, this Agreement or the Program itself Development Servers, Servers, Users and shall be deemed a reference to one in Workstations; and ten (10) in the case the same Program. of Locations; unless otherwise indicated herein or in another valid license granted by Adobe. With respect (a) If the Program is Adobe to Adobe Output Pak for Oracle E- Central Output Server (Adobe Business Suite (Adobe Accelio Present Accelio Present Central) or Adobe Output Pak for Oracle E-Business Suite) Central Pro Output Server (Adobe and Adobe Output Pak for mySAP.com Accelio Present Central Pro), (Adobe Accelio Present Output Pak for Licensee may (i) with respect to accessing mySAP.com), "Permitted Number" a per-Server license, Install the means the number of Program on any number of Servers Licensee's licensed users of Oracle E- provided that the total number of Business Suite software or SAP software Servers on which the Program is respectively, on the Effective Date of Installed does not exceed the the Agreement unless otherwise Permitted Number, or (ii) with indicated herein or in another valid respect to a per-CPU license, Install the Program on any number to the Program must not exceed of CPUs provided that the total the Permitted Number of Servers number of CPUs on which the that have properly licensed Program is Installed does not copies of Adobe Central Pro exceed the Permitted Number. The Output Server (Adobe Accelio Program shall be deemed to be Present Central Pro) Installed licensed on a per-Server basis upon them. If Licensee has unless otherwise provided in licensed the Program on a per- writing by Adobe. Without regard User basis, Licensee may only use to whether the Program is the Program in connection with licensed on a per-Server or per- Oracle E-Business Suite software, CPU basis, Licensee may deliver and the total number of Users the output from the Program to must not exceed the Permitted any computer or device on Number. Licensee's Intranet provided that (d) If the Program is Adobe such output is not delivered to Output Pak for mySAP.com(Adobe more than the Permitted Number of Accelio Present Output Pak for Locations for each copy of the mySAP.com), Licensee may (i) Program validly licensed. Install Program only on Servers (b) If the Program is Adobe that also have properly licensed Central Output Server Workstation copies of Adobe Central Pro Edition (Adobe Accelio Present Output Server (Adobe Accelio Central Workstation Edition), or Present Central Pro) Installed Adobe Form Client (Adobe Accelio upon them, (ii) Access the Capture Advanced Client), Program only in conjunction with Licensee may (i) Install the SAP software, and (iii) Install Program on any number of and Access the one (1) copy of Workstations provided that the the Adobe Central Pro Output total number of Workstations on Server (Adobe Accelio Present which the Program is Installed Central Pro) product included does not exceed the Permitted with such Program in accordance Number, (ii) Access the Program with Section 2 (a) of this provided that such Access is Agreement. If Licensee has initiated by an Individual (not licensed the Program on a per- by an automated process) directly Server basis, the number of on a Workstation containing a Servers with Access to the properly licensed copy of the Program must not exceed the Program, and (iii) deliver the Permitted Number of Servers that output from the Program directly have properly licensed copies of for use by that Individual Adobe Central Pro Output Server (c) If the Program is Adobe (Adobe Accelio Output Pak for Oracle Ebusiness Present Central Pro) Installed upon Suite (Adobe Accelio Present them. If Licensee has licensed the Output Pak for Oracle E-Business Program on a per-User basis, Licensee Suite), Licensee may (i) Install may only use the Program in connection the Program only on Servers with SAP software, and the total number that also have properly licensed of Users must not exceed the Permitted copies of Adobe Central Pro Number. Output Server (Adobe Accelio (e) If the Program is Adobe Web Output Present Central Pro) Installed Pak (Adobe Accelio Present Web Output upon them, (ii) Access the Pak), Adobe Accelio Present Web Output Program only in conjunction with Pak for mySAP.com, or Adobe Form Server Oraclea E-Business Suite (Adobe Accelio Capture Enterprise software, and (iii) Install and Server), Licensee may Install and Access the one (1) copy of the Access the Program on any number of Adobe Central Pro Output Server Servers provided that the total number (Adobe Accelio Present Central of CPUs used to operate the Program Pro) product included with such does not exceed the Permitted Number. Program in accordance with (f) If the Program is Adobe Form Section 2(a) of this Agreement. Designer (Adobe Accelio Capture If Licensee has licensed the Designer), Adobe Accelio Present Program on a per-Server basis, Classic Design, Adobe Output Designer the number of Servers with Access (Adobe Accelio Present Output Designer), Adobe Accelio Integrate Licensee may Install and Access the InTempo Designer or Adobe Workflow Program on a single Server provided Designer (Adobe Accelio Integrate that the total number of Servers or Designer) , Licensee may Install and Workstations that Access the Program or Access the Program on any number of its output does not exceed the Workstations provided that the total Permitted Number. In addition, with number of Workstations on which the respect to Development Environment Program is Installed does not exceed versions of Adobe Output Pak for Oracle the Permitted Number. E-Business Suite (Adobe Accelio Present (g) If the Program is Adobe Accelio Output Pak for Oracle E-Business Suite) Capture Handheld Client, Licensee may and Adobe Output Pak for mySAP.com Install and Access the Program on any (Adobe Accelio Present Output Pak for number of Workstations provided that mySAP.com), the license granted for (i) the Workstations are handheld Adobe Central Pro Output Server (Adobe personal computers and (ii) the total Accelio Present Central Pro) product number of Workstations on which the included with such Programs shall also Program is Installed does not exceed be deemed a Development Environment the Permitted Number. license. (h) If the Program is Adobe Accelio (k) Licensee may make one (1) Integrate InTempo or Adobe Workflow additional copy of the Program in Server (Adobe Accelio Integrate Suite) , machine readable form for backup (i) when the Program is licensed on a purposes only, provided Licensee per-CPU basis, Licensee may Install and include any and all Adobe copyright Access each of the Agent and Web Access notices or other designations that components of the Program on any number appear or may appear in or on the of Servers provided that the total Program, without alteration or removal number of CPUs used to operate the of any such copyright or other notice Program does not exceed the Permitted on the original copy of the Program. Number; or (ii) when the Program is (1) Licensee may Install and use the licensed on a per-User basis, Licensee Program within Licensee's Disaster may Install and Access each of the Recovery Environment, provided that Agent and Web Access components of the such use is not for any purpose other Program provided that the total number than disaster recovery. For greater of Users with Access to the Program clarity, without limitation, Licensee does not exceed the Permitted Number. may not use the Program within (i) If the Program is Actional Control Licensee's Disaster Recovery Broker (Adobe Accelio Integrate EAI Environment for production, pilot or Tools) and Licensee has not otherwise testing purposes, other than to ensure agreed to license terms for the that the Program within Licensee's Program, Licensee may (i) Install the Disaster Recovery Environment is Program on any number of Servers capable of replacing the primary usage provided that the total number of CPUs of the Program within Licensee's on which the Program operates does not Production and/or Development exceed the Permitted Number, and (ii) Environment in the event of a disaster. Access the Program only in conjunction (m) Where a Program is not specifically with a validly licensed Adobe software mentioned in this Section 2, the product. license granted to the applicable (j) If the Program is a Development Program shall be for a single Environment version of any Program, Workstation only. Notwithstanding the Licensee may Install and use the foregoing, where the Permitted Number Program only in Licensee's Development for a license granted to a particular Environment and only on one of the Program is indicated within an following, as applicable: (i) with applicable purchase order issued by respect to a per Workstation license, Licensee to Adobe, or in any other Licensee may Install and Access the documentation employed by or on behalf Program on any number of Workstations of either party in connection with the (or on a single server) provided that subject matter of this Agreement, then the total number of Workstations on upon acceptance of such purchase order which the Program is Installed (or that or other documentation by the other have access to the Server on which the party, such purchase order or Program is Installed) does not exceed documentation shall be determinative of the Permitted Number; or (ii) with the Permitted Number with respect to respect to a per-Server license, the Programs licensed hereunder. For greater certainty, no terms or sell, resell, license, re- conditions from any such purchase order license, distribute, rent, or other document, other than those export, re-export, permit identifying the Products and the concurrent use of or grant other Permitted Number, shall be of any force rights in the Program; and effect, in accordance with Section (b) provide use of the Program 14. in a computer service business, (n) Where Adobe has agreed to license third party outsourcing facility the Program to Licensee on the basis of or service, service bureau Locations, Licensee will be licensed to arrangement, network, or time use the Program, subject to the terms sharing to users who are not of this Agreement, at the Locations as properly licensed by Adobe; they exist at the Effective Date. (c) transfer this Agreement or Should the character of any of the any license to use the Program; Locations (including, but not limited t (d) translate, reverse engineer, o, processing performed at the modify, adapt, create derivative Location or number of employees working works, decompile, merge, separate at such Location) materially change in or disassemble any part of the Adobe's opinion acting reasonably, Licensee shall seek Adobe's written Program; consent prior to allowing such (e) if the Program is a Development Environment version altered/new Location(s) to access and use the Program. of the Program, use the Program in any other environment except (o) Where a User is not an employee of Licensee's Development Licensee, (i) Licensee shall be Environment (i.e. where the responsible for ensuring that any such Program is a Development User fully complies with the terms of Environment version, the Program this Agreement as they relate to the shall not be used in a Production use of the Program on the same basis as Environment) ; applies to Licensee; (ii) use by such User shall only be in relation to (f) if the Program is Adobe Accelio Present Classic Design, Licensee's internal business purposes Adobe Output Designer (Adobe as restricted herein; and (iii) Accelio Present Output Designer), Licensee shall remain fully liable for Adobe Form Designer (Adobe any and all acts or omissions by such Accelio Capture Designer), Adobe User, related to this Agreement. Workflow Designer (Adobe Accelio (p) If font software is included with Integrate Designer) or Adobe the Program, Licensee may install the Accelio Integrate InTempo font software only on the Server or Designer, use the forms, applets, Workstation on which Licensee also process maps or roles sets Installs the Program accompanying it, created using the Program except and use the font software for any with Adobe solutions properly purpose provided that rights to embed licensed to Licensee; the font software into electronic files is limited as follows: (i) Licensee may o if the Program is Actional Control Broker (Adobe Accelio embed the font software, or outlines of Integrate EAI Tools) , transfer the font software, for the Swiss the Program to a computer Italic, Swiss Bold and Swiss Bold different from the computer to Italic fonts into electronic documents for the purpose of printing and viewing which the Program was originally node locked. only, and (ii) Licensee may embed the font software, or outlines of the font software, for the rest of the fonts 4. Ownership included with the Program into The Program is licensed, not sold. All electronic documents for the purpose of intellectual property rights, including printing, viewing and editing only. all copyrights and patent rights, in and to the Program shall, at all times, 3. Exclusions remain with Adobe or its licensors. Except as expressly authorized under Licensee shall acquire no right whatsoever to all or any part of the this Agreement, Licensee is prohibited from doing any of the following things Program except the right to use the to the fullest extent permitted by law: Program in accordance with the terms of (a) sublease, lease, assign, this Agreement and Adobe and its licensors reserve all rights not Program and related materials from all expressly granted to Licensee. Physical computer systems on which it was stored copies of the Program remain the and returns to Adobe all physical property of Adobe. Licensee must fully copies of the Program and related reproduce any copyright or other notice materials. Adobe shall have no marked on any part of the Program on responsibility for the Program and this all authorized copies and must not warranty shall be void if (a) the alter or remove any such copyright or Program has been altered in any way; other notice. (b) the media has been damaged by accident, abuse or misapplication; (c) S. Audit the problem arises out of use of the Adobe may, at its expense, appoint an Program other than as intended as set independent third party to audit no out in the user manual; or (d) the more than once annually the number of problem arises out of use of the copies of the Program in use by Program in conjunction with software or Licensee or its Contracting Party hardware for which it is not intended (ies) . Any such audit shall be to be used as set out in the user conducted during regular business hours manual. THE WARRANTIES IN THIS at Licensee's offices and shall not AGREEMENT GIVE LICENSEE SPECIFIC LEGAL unreasonably interfere with Licensee's RIGHTS. LICENSEE MAY HAVE OTHER RIGHTS, business activities. If such audit WHICH VARY FROM JURISDICTION TO shows that Licensee is using a greater JURISDICTION. number of copies of the Program than that indicated herein, Licensee shall 7. Disclaimer pay the applicable fees for such THE FOREGOING LIMITED WARRANTY STATES additional copies within thirty (30) THE SOLE AND EXCLUSIVE REMEDIES FOR days of invoice, with such underpaid ADOBE'S OR ITS SUPPLIER'S BREACH OF fees being the license fees as per WARRANTY. ADOBE AND ITS SUPPLIERS DO Adobe's then current, country specific, NOT AND CANNOT WARRANT THE PERFORMANCE price list. If underpaid fees are in OR RESULTS LICENSEE MAY OBTAIN BY USING excess of five percent (5%) of the THE SOFTWARE. EXCEPT FOR THE FOREGOING value of the fees paid under this LIMITED WARRANTY, AND FOR ANY WARRANTY, Agreement, then Licensee shall pay such CONDITION, REPRESENTATION OR TERM TO underpaid fees and Adobe's reasonable THE EXTENT TO WHICH THE SAME CANNOT OR costs of conducting the audit. MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO LICENSEE IN LICENSEE'S 6. Limited Warranty JURISDICTION, ADOBE AND ITS SUPPLIERS Licensee is entitled to Adobe's 90-Day MAKE NO WARRANTIES, CONDITIONS, Free Warranty from the date that REPRESENTATIONS OR TERMS, EXPRESS OR Licensee acquired Licensee's copy of IMPLIED, WHETHER BY STATUTE, COMMON the Program. For the period ending LAW, CUSTOM, USAGE OR OTHERWISE AS TO ninety (90) days from the date Licensee ANY OTHER MATTERS, INCLUDING BUT NOT acquires the Program, Adobe warrants LIMITED TO NONINFRINGEMENT OF THIRD that: (a) the media on which Adobe has PARTY RIGHTS, INTEGRATION, SATISFACTORY supplied the Program are not defective QUALITY OR FITNESS FOR ANY PARTICULAR and the Program is properly recorded on PURPOSE. NO ADOBE AGENT, them; (b) any users manuals, whether in REPRESENTATIVE, OR DEALER IS AUTHORIZED electronic or paper media, provided by TO MODIFY, EXTEND OR ADD TO THIS Adobe with the Program are WARRANTY ON BEHALF OF ADOBE. The substantially complete; and (c) the provisions of Section 7 and Section 8 Program functions substantially as shall survive the termination of this described in the accompanying users Agreement, howsoever caused, but this manuals. Notice of breach of the 90-Day shall not imply or create any continued Free Warranty must be received within right to use the Program after the warranty period. Licensee's sole termination of this Agreement. and exclusive remedy under this limited warranty and Adobe's sole obligation is 8. Limitation of Liability to return the Program for replacement THE ENTIRE RISK, AS TO THE RESULTS AND within the warranty period, and if the PERFORMANCE OF THE PROGRAM, IS ASSUMED problem persists following such BY LICENSEE. TO THE GREATEST EXTENT replacement to require a full refund of PERMISSIBLE BY APPLICABLE LAW, UNDER NO license fees paid hereunder provided CIRCUMSTANCES AND UNDER NO LEGAL Licensee purges all copies of the THEORY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) , CONTRACT OR with only those rights as are granted OTHERWISE, SHALL ADOBE, ITS AGENTS, to all other end users pursuant to the REPRESENTATIVES OR LICENSORS BE LIABLE terms and conditions herein. TO LICENSEE OR ANY OTHER PERSON OR Unpublished-rights reserved under the ENTITY FOR ANY LOSS OF USE, REVENUE OR copyright laws of the United States. PROFIT, LOST OR DAMAGED DATA, OR OTHER Adobe Systems Incorporated, 345 Park COMMERCIAL OR ECONOMIC LOSS OR FOR ANY Avenue, San Jose, CA 95110-2704, USA. INDIRECT, INCIDENTAL, SPECIAL, U.S. Government Licensing of Adobe PUNITIVE, EXEMPLARY OR CONSEQUENTIAL Technology. Licensee agrees that when DAMAGES WHATSOEVER, EVEN IF ADVISED OF licensing Adobe Program for acquisition THE POSSIBILITY OF SUCH DAMAGES OR IF by the U.S. Government, or any SUCH DAMAGES ARE FORESEEABLE. THE contractor therefore, Licensee will MAXIMUM AGGREGATE LIABILITY OF ADOBE license consistent with the policies AND ITS AGENTS, REPRESENTATIVES AND set forth in 48 C.F.R. §12.212 (for LICENSORS IN ANY CONNECTION WITH THIS civilian agencies) and 48 C.F.R.§§227- AGREEMENT OR THE PROGRAM, WHETHER IN 7202-1 and 227-7202-4 (for the TORT (INCLUDING STRICT LIABILITY AND Department of Defense) . For U.S. NEGLIGENCE) , CONTRACT OR OTHERWISE Government End Users, Adobe agrees to SHALL NOT EXCEED THE LICENSE FEES PAID comply with all applicable equal BY LICENSEE TO ADOBE UNDER THIS opportunity laws including, if AGREEMENT. THIS LIMITATION SHALL APPLY appropriate, the provisions of EVEN IN THE EVENT OF A FUNDAMENTAL Executive Order 11246, as amended, BREACH OR A BREACH OF THE FUNDAMENTAL Section 402 of the Vietnam Era Veterans TERMS OF THIS AGREEMENT. Readjustment Assistance Act of 1974 (38 USC 4212) , and Section 503 of the 9. Term Rehabilitation Act of 1973, as amended, Subject to the terms and conditions of and the regulations at 41 CFR Parts 60- this Agreement, the license granted 1 through 60-60, 60-250, and 60-741. under this Agreement shall remain in The affirmative action clause and effect until Licensee ceases all use of regulations contained in the preceding the Program and provides written notice sentence shall be incorporated by to Adobe of same. Adobe may terminate reference in this Agreement. this Agreement due to Licensee's failure to comply with any of the 11. Export/Import Restrictions provisions of this Agreement if after Licensee represents and warrants that thirty (30) days written notice such (a) no relevant agency has suspended, failure remains uncured. Upon revoked or denied Licensee's export termination by Licensee or Adobe, and/or import privileges; (b) Licensee Licensee agrees to promptly purge all is not located in or under the control copies of the Program from all computer of a national or resident of, a systems on which it was stored, return jurisdiction where this transaction is to Adobe all physical copies of the prohibited; and (c) Licensee shall not, Program and any other confidential in any manner whatsoever, either information, and make immediate payment remove, convey, export, import or of any outstanding fees owed to Adobe. transmit the Program from or to Licensee's jurisdiction in violation of 10. U.S. Government End Users the applicable laws and regulations. Notice to U.S. Government End Users. The Program and documentation are 12. Governing Law "Commercial Item(s) ," as that term is This Agreement, each transaction defined at 48 C.F.R. §2.101, consisting entered into hereunder, and all matters of "Commercial Computer Software" and arising from or related to this "Commercial Computer Software Agreement (including its validity and Documentation," as such terms are used interpretation) will be governed by and in 48 C.F.R. §12.212 or 48 C.F.R. construed and enforced in accordance §227.7202, as applicable. Consistent with the substantive laws in force in: with 48 C.F.R. §12.212 or 48 C.F.R. (a) the State of California, if a §§227.7202-1 through 227.7202-4, as license to the Program is purchased applicable, the Commercial Computer when Licensee is in the United States, Software and Commercial Computer Canada, or Mexico; or (b) Japan, if a Software Documentation are being license to the Program is purchased licensed to U.S. Government end users when Licensee is in Japan, China, (a) only as Commercial Items and (b) Korea, or other Southeast Asian country where all official languages are Program to a third party outsourcing or written in either an ideographic script facilities management contractor to (e.g. , hanzi, kanji, or hanja) , and/or operate the Program on Licensee's other script based upon or similar in behalf, provided that (a) Adobe receive structure to an ideographic script, prior written notice; (b) Licensee such as hangul or kana; or (c) Ireland, shall be responsible for ensuring that if a license to the Program is any such contractor fully complies with purchased when Licensee is in any other the terms of this Agreement as they jurisdiction not described above. This relate to the use of the Program on the Agreement will not be governed by: (i) same basis as applies to Licensee; (c) the principles of conflicts of law and such use is only in relation to that body of law applicable to choice Licensee's internal business purposes of law; (ii) the United Nations as restricted herein; (d) such use does Convention on Contracts for the not represent or constitute an increase International Sale of Goods, and/or its in the number of licenses provided implementing and/or successor hereunder; and (e) Licensee shall legislation and/or regulations; and/or remain fully liable for any and all (iii) the Uniform Computer Information acts or omissions by the contractor, Transactions Act and/or its related to this Agreement. implementing and/or successor legislation and/or regulations, as 14. Entire Agreement applicable respectively. The respective This Agreement is the entire agreement courts of Santa Clara County, between the parties with respect to its California when California law applies, subject matter and supersedes and Tokyo District Court in Japan, when replaces all prior oral or written Japanese law applies, and the competent agreements, representations, courts of Ireland, when the law of negotiations or understandings between Ireland applies, shall each have non- the parties relating to such subject exclusive exclusive jurisdiction over matter. No change or modification to all disputes relating to this this Agreement shall be valid unless it Agreement. Each party hereby agrees to is in writing and signed by an comply with all applicable laws, authorized representative of each regulations and government orders in party. Except as specifically permitted performing its obligations under this in Section 2 hereof, no provisions in Agreement. any purchase orders, or in any other documentation employed by or on behalf 13. Assignment & Sub-license of either party in connection this Licensee may not transfer or assign Agreement, regardless of the date of this Agreement without the prior such documentation, will affect the written consent of Adobe, which shall terms of this Agreement, even if such not be unreasonably withheld The parties document is accepted by the receiving agree that Adobe is hereby entitled to party, with such provisions being assign and/or transfer all or part of deemed deleted. its rights and obligations under this Agreement to any third party. 15. Publication Notwithstanding the foregoing, any Licensee consents to written and oral successor, representative or assignee disclosure by Adobe of its name as an which shall succeed by purchase, end user of the Adobe software and/or merger, or consolidation to the services in a factual listing of Adobe properties, substantially as an customers (with or without a list of entirety, of Licensee shall be entitled the category of software licensed by to the rights and shall be subject to Licensee) to be published within the obligations of its predecessor in marketing and promotional materials, in interest under this Agreement, provided presentations, on trade show signs and that such entity executes a prior materials, on its external Web site, acknowledgement confirming such and to financial and industry analysts. entity's acceptance and agreement to be Adobe will seek Licensee's prior bound by and comply with the terms of written authorization for use of this Agreement and Adobe receives such Licensee's name for promotional written acknowledgement prior to the activities beyond the above-mentioned, transfer. Notwithstanding anything to which may include press releases and the contrary in this Agreement, brochures, or descriptions of the Licensee may sub-license the use of the specific software and/or services provided by Adobe. agree that the limited warranty, exclusive remedies and limited 16. Waiver liability set forth in this Agreement No party will be deemed to have waived are fundamental elements of the basis the exercise of any right that it holds of the bargain between Adobe and under this Agreement unless such waiver Licensee, and that Adobe would not be is made in writing. Failure or delay by able to provide the Program on an either party to exercise any of its economic basis without such rights, powers or remedies hereunder limitations. The provisions within this shall not constitute a waiver of those Agreement which are meant, by their rights, powers or remedies. The single nature, to survive termination of this or partial exercise of a right, power Agreement shall survive such or remedy shall not prevent its termination, including, without subsequent exercise or the exercise of limitation, the ownership, limitation any other right, power or remedy. of liability, governing law, entire agreement, waiver and general sections 17. General herein. Licensee acknowledges and Neither party shall be responsible for agrees that Adobe's licensors (and/or delays or failure of performance Adobe if Licensee obtained the Program resulting from acts beyond the from any party other than Adobe) are reasonable control of such party. third party beneficiaries of this Should any provision or part of any Agreement, with the right to enforce provision of this Agreement be found the obligations set forth in this void or unenforceable by a court of Agreement. In this Agreement words competent jurisdiction, such provision, importing a singular number only shall or part thereof, shall be deemed include the plural and vice versa. The severed, and the remainder of this division of this Agreement into Agreement shall remain in full force sections and the insertion of headings and effect. The English version of this are for convenient reference only, and Agreement shall be the version used shall affect neither the construction when interpreting or construing this nor the interpretation of this Agreement. The parties acknowledge and agreement. Copyright c 2001-2002.Adobe Systems Incorporated. All rights reserved. Adobe, the Adobe logo, Adobe Accelio Capture, Adobe Accelio Capture Advanced Client, Adobe Accelio Capture Designer, Adobe Accelio Capture Enterprise Server, Adobe Accelio Capture Handheld Client, Adobe Accelio Integrate, Adobe Accelio Integrate Designer, Adobe Accelio Integrate InTempo, Adobe Accelio Integrate InTempo Designer, Adobe Accelio Integrate Suite, Adobe Accelio Present, Adobe Accelio Present Central, Adobe Accelio Present Central Pro, Adobe Accelio Present Central Workstation Edition, Adobe Accelio Present Classic Design, Adobe Accelio Present Output Designer, Adobe Accelio Present Output Pak and Adobe Accelio Present Web Output Pak are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. Microsoft and Windows are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries. Oracle is a registered trademark of Oracle Corporation. SAP is a trademark or registered trademark of SAP AG in Germany and in several other countries. Adobe Server Solutions EULA 102102 Exhibit 5 Tyler's Proposal dated August 25,2006 in response to Client's Request for Proposals Exhibit 6 SAS End User License Agreement This End User License Agreement ("Agreement") is made this day of 2006 by and between Tyler Technologies, Inc. with offices at 370 U.S. Route 1, Falmouth, Maine 04105 ("Tyler") and the City of Southlake with offices at 1400 Main Street, Suite 420, Southlake, Texas 76092 ("Client"). 1. Tyler grants Client a nonexclusive, nontransferable and nonassignable license to use the MUNIS/SAS Toolbox ("Licensed Products") with designated operating systems under the Agreement. Client may install the Licensed Products only on hardware owned or leased by Client. Client may transfer the Licensed Products to a replacement hardware system. 2. Unless otherwise agreed by the parties, Client may not: (a) use the Licensed Products for the benefit of a third party in exchange for compensation; (b) use the Licensed Products in facilities management, application or data service provision, outsourcing, time-sharing, data or information technology management, or other similar arrangements; (c) use the Licensed Products to process third party data; (d) allow a third party (other than an authorized contractor) to edit, modify, or otherwise access the Licensed Products, or to perform free form programming with the Licensed Products; (e) allow a third party to use the Licensed Products for its own business operations or administrative processes; or (f) share access to the Licensed Products with any related entity. Notwithstanding the foregoing, Client may allow third parties limited access to Licensed Products applications to view reports. Client may allow this limited access via the Internet, Client's intranet or terminal emulation sessions. Client shall ensure such applications (a) reside on the hardware for which Client has licensed the Licensed Products and (b) may be used by third parties solely to view reports. 3. The Licensed Products components may only be used only as a part of the Tyler products with which they are bundled. 4. Client acknowledges that the Licensed Products contains a product authorization code which will allow the Licensed Products to operate for a period of fifty (50) years. Client further acknowledges and agrees that the product authorization code is confidential and proprietary information of SAS. 5. Client may copy the Licensed Products only for disaster recovery and back-up purposes. All copies remain the property of Tyler and its licensors. Client may deliver a copy of the Licensed Products to a disaster recovery contractor to perform temporary disaster recovery work for Client. The identical copyright notices and any other proprietary rights notices found on the original Licensed Products media must be reproduced on all copies authorized under this Section. 6. Title to the Licensed Products and its documentation remains with SAS at all times. Copyright notices and other proprietary rights notices in the Licensed Products shall not be deleted or modified. Client shall not reverse engineer, reverse assemble or decompile the Licensed Products or in any way attempt to recreate the source code to the Licensed Products, except and only to the extent applicable laws specifically prohibit such restriction. Page 1 7. SAS warrants it has the right to license the Licensed Products. The exclusive remedy for breach of this warranty is set forth in Section 9 below (Indemnification). SAS warrants each production release of the Licensed Products shall substantially conform to its documentation including any updates thereto, and the Licensed Products and the media on which they are installed shall be free of software viruses when received by Client. As the exclusive remedy for breach of these warranties, SAS, at its option, shall: (a) repair the Licensed Products; (b) replace the Licensed Products; or (c) terminate the Licensed Products license and Client shall be refunded the fees paid for the Licensed Products at issue as depreciated on a straight-line basis over a seven (7) year period commencing on the date such fees were due and payable to Tyler. 8. SAS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAS AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE LICENSED PRODUCTS WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY. SAS' LICENSORS PROVIDE THEIR SOFTWARE "AS IS." 9. Client agrees to promptly notify SAS in writing of any claim made against Client for: (a) copyright, patent, trade secret or other intellectual property rights violation relating to the Licensed Products; or (b) bodily injury, death or damage to tangible property, excluding damage to software or data, arising solely from actions for which SAS is legally responsible. Client further agrees to allow SAS to control the litigation or settlement of any such claim and to cooperate with SAS in the investigation, defense and settlement thereof. Provided Client complies with this Section, SAS shall indemnify Client for such claim by paying for the costs and attorneys' fees Client incurs at SAS' direction and any judgment finally awarded against Client or settlement approved by SAS. Client may participate at Client's own expense. If such claim in (a) above is made or, in SAS' opinion, is likely to be made, then SAS, at its option, may: (1) modify the Licensed Products; (2) obtain rights for Client to continue using the Licensed Products; or (3) terminate the license for the Licensed Products at issue and Client shall receive a refund of the license fee paid for such Licensed Products as depreciated on a straight-line basis over a seven (7) year period commencing on the date such fees were due and payable to Tyler. Client agrees to abide by SAS' decision and, if appropriate, install a different version of the Licensed Products or stop using the Licensed Products. This indemnification obligation does not apply to the extent: (i) a claim is based on Client's or Tyler's combination of the Licensed Products with other software, or modification to the Licensed Products, if such claim would not have been made but for Client or Tyler's combination or modification; or (ii) as of the date the claim arose, Client had not installed the latest version of, or update to, the Licensed Product as instructed by SAS or Tyler prior to such date, if such claim would not have been made if the update or latest version had been installed. 10. NEITHER SAS NOR SAS' LICENSORS ARE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES (ARISING IN TORT, CONTRACT OR OTHERWISE), EVEN IF THEY HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER SAS NOR SAS' LICENSORS ARE LIABLE FOR ANY CLAIM AGAINST THE CLIENT BY A THIRD PARTY RELATING TO USE OF THE LICENSED PRODUCTS, EXCEPT AS SET FORTH IN SECTION 9 (INDEMNIFICATION). Page 2 SAS' LICENSORS ARE NOT LIABLE FOR DIRECT DAMAGES (ARISING IN TORT, CONTRACT OR OTHERWISE) AND DISCLAIM ANY LIABILITY CONNECTED WITH USE OF THE LICENSED PRODUCTS. THE PARTIES MAKE THESE EXCLUSIONS IN CONSIDERATION OF THE FEES PAID AND LICENSES GRANTED UNDER THE AGREEMENT. 11. THE TOTAL AMOUNT CLIENT MAY RECOVER FOR ALL CLAIMS RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES PAID FOR THE LICENSED PRODUCT AT ISSUE. 12. Microsoft Corporation licenses components which are contained in the Licensed Products and requires the following to be included herein: This product may incorporate intellectual property owned by Microsoft Corporation. The terms and conditions upon which Microsoft is licensing such intellectual property may be found at: http://msdn.microsoft.com/library/en-us/odcXMLRef/html/odcXMLRefLegalNotice.asp 13. Upon expiration or termination of this Agreement, Client agrees to certify in writing the deinstallation and destruction of the Licensed Products. 14. Client shall comply with the United States export laws and regulations and other applicable export and import laws and regulations. 15. Breach of SAS' intellectual property rights will lead to damages not adequately remedied by an award of money; therefore, those intellectual property rights may be protected by SAS or Tyler through temporary restraining orders or injunctions, without the obligation of posting bond. 16. Clients are hereby notified that SAS Institute Inc., SAS Campus Drive, Cary, North Carolina 27513 ("SAS") is a third-party beneficiary to this Agreement to the extent that this Agreement contains provisions which relate to Client's use of the Licensed Products. Such provisions are made expressly for the benefit of SAS and are enforceable by SAS in addition to Tyler. IN WITNESS WHEREOF the parties have caused their duly authorized representatives to sign this Agreement as of the dates set forth below. Tyler Technologi s C. Client: City of Southlake By: B . Name: Michael J. Lyon Name: Title: CFO — MUNIS Division Title: S �� Date: November 13, 2006 Date: Page 3 Exhibit 7 Client's Request for Proposals