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
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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