Item 4FCity of Southlake, Texas
MEMORANDUM
November 14, 2006
TO: Shana Yelverton, City Manager
FROM: Jim C. Blagg, Assistant City Manager
SUBJECT: Authorize the City Manager to sign an agreement with Tyler
Technologies (MUNIS) for the purchase of a license and maintenance
agreement for the Finance, Human Resource Information
Management and Utility Billing software applications in the amount
of $599,000 plus $136,636 in additional /optional services and
equipment.
Action Requested: Authorize the City Manager to sign an agreement with
Tyler Technologies (MUNIS) for the purchase of a license
and maintenance agreement for the Finance, Human
Resource Information Management and Utility Billing
software applications in the amount of $599,000 plus
$136,636 in additional /optional services and equipment
Background Information: The City conducted an IT Alignment Study which was
completed in April 2006. The study identified four areas in
which the city could realize sign improvement in business
processes, including:
• Missing system functionality resulting in manual or
inefficient business processes.
• Technology infrastructure that is complicated and lacks
critical integration between applications.
• Current applications that make reporting and analysis
difficult or even impossible in some cases.
• Current foundational applications that are based on out
of date technology and hard to use.
The first major project in the IT Alignment Strategy
Roadmap is the implementation of new software to support
the Financial, Human Resources and Utility Billing
functions performed by the City. The software selection
project for the Finance, Human Resources and Utility
Billing software began in June 2006, with the assistance of
the consulting team of Maximus /Credera. The goal of the
process was to identify the best software package to
support those functions.
The consulting team, working with a selection committee
of over 20 city staff, from the impacted departments,
identified over 1,500 business requirements which were
validated by the selection committee. The consulting team
then developed a Request for Proposal (RFP) covering the
required business functionality and distributed it to 13
separate software providers. Seven vendors responded to
the RFP. The consulting team did an initial analysis of the
proposal that were received, using a balanced criteria that
included cost, vendor viability, product functionality,
implementation approach and other technology evaluation
criteria. Based on the initial evaluation three (3) firms were
selected by the staff selection team for further evaluation
and review. The staff selection team consisted of more than
20 employees who would directly use the selected software
including employees at all levels in the organization from
Office Assistants to Directors. The staff selection team then
rated each proposal each of the proposals individually. The
individual ratings were then combined into an overall rating
for the three firms. After this detailed review and rating two
(2) firms were invited to demonstrate their software to the
staff selection team. Each vendor was allowed two days to
demonstrate their software. The staff selection team then
again rated the two firms using criteria including; software
functionality, technical fit, vendor viability,
maintenance /support, cost and implementation approach.
One vendor, Tyler Technologies MUNIS was the clear
overall best fit as rated by the staff selection team. Tyler
Technologies MUNIS was the final selection based on their
high marks across all areas.
Tyler Technologies, with headquarters in Dallas, focuses
exclusively on solutions for the public sector. They are the
largest company solely dedicated to providing software and
IT services to the public sector, are publicly traded on the
NYSE and have been in business for over 40 years. Local
customers include the City of Frisco, Mesquite ISD, Irving
ISD, and McKinney ISD. Tyler Technologies MUNIS
installs between 60 and 70 new customers annually.
The Tyler MUNIS product is an integrated solution and
therefore significantly addresses a key finding from the IT
Alignment Strategy that the City's existing applications
lack critical integration points. Implementation of Tyler
MUNIS will significantly address three of the four
recommendations from the IT Alignment Strategy project.
Strategv Recommendation Benefits Realized
Implement Foundational Software
■
Improved Financial Management
Financials / HR/ Utility Billing
■ Windows interface easy to use
• Integrated data model without
duplicate data
• Financial transactions tied to budget
• Greatly enhanced functionality (AP,
AR, GL, UB)
• Workflow enabled (e.g. PO
approval process)
• Single customer /parcel view;
integrated data model
• Document management & GIS
integration
Expand Existing Systems
■
Employee Self Service
Online Self Service
■ Web based benefits registration,
W4, address updates
• Web based access to pay stubs
• Web enabled entry of time and
expenses
• Online application for open
positions
■
Citizen & Vendor Self Service
• Utility bill inquiry
• PO inquiry
• Complaint tracking
Implement New Systems
■
Operational Reporting
Improved Reporting
■ Strong Query by Example within
application
■ Crystal Report interface with
security
■
Strong GASB -34 Reporting Module
■
Business Intelligence /Scorecarding
• Adhoc analytical reporting
• Dashboards and scorecards
• Link strategy, initiative and
measurement
• Incorporate other data sources (e.g.
Crimes)
Financial
Considerations: The City has negotiated a fee of $599,000 plus $136,636 in
additional /optional services and equipment. This amount
includes anticipated travel and the expense of a
performance bond.
Financial Impact: Implementation of this phase (Phase II) of the IT
Alignment Study was budgeted in the Strategic Initiative
Fund for FY2007 as follows:
$925,000 – purchase of software
$ 90,000 – purchase of hardware
$350,000 – implementation assistance /management
$310,000 – data conversion
$1,675,000 – Total Budget
The implementation costs for the software applications
purchased under this agreement are $1.410 million as
follows:
$ 599,000 – purchase of Tyler MUNIS Finance, Human
Resource and Utility Billing software packages
$ 90,000 – purchase of hardware
$ 295,000 – implementation assistance /management
$ 295,000 – data conversion
$ 136,000 – optional items
Total Implementation Costs – $1,410,000
Cost v Benefit Analysis
Based on the total cost for implementation of the Finance,
Human Resources and Utility Billing software the
following Cost v Benefit Analysis was performed:
■ Finance Software
— Annual savings in labor hours 13, 497
— Annual savings in fte 6
— Labor re- allocation $186,855
Total cost savings $186,855*
*does not include savings from integration of multiple
software packages, decreased technical complexity or
increased usability for end users.
■ HR Management Software
— Annual savings in labor hours 1,040
— Annual savings in fte .5
— Labor re- allocation $14,394
Total cost savings $14,394*
* does not include savings from reduced time for new
employee processing, employee leave processing,
purchasing and better data tracking and analysis
capabilities
■ Utility Billing Software
— Annual savings in labor hours 1,040
— Annual savings in fte .5
— Labor re- allocation $14,394
Total cost savings $14,394*
*does not include savings from Better customer service
with on line look up of account information; improved cash
flow with additional payment options
Cost v. Benefits
Summary
❑
Annual savings in labor hours
17,657
❑
Annual savings in fte
7
❑
Labor re- allocation
$ 215,643
❑
Cost avoidance
$ 82,000
❑
Total expense savings
$ 297,643
❑
Total implementation costs
$ 1,410,000
❑
Implementation recovery
4.7 years
Citizen Input/
Board Review: N/A
Legal Review: The agreement has been reviewed by Tom Scollon of
TOASE.
Alternatives: The City could continue to use the current software
packages and access data bases and implement new
modules for additional functionality. The issue would
simply be that we would continue to have the same
inefficiencies in work flow and business processes that
currently exist.
Supporting
Documents: Agreement with Tyler Technologies.
Staff
Recommendation: Authorize the City Manager to sign an agreement with
Tyler Technologies (MUNIS) for the purchase of a
license and maintenance agreement for the Finance,
Human Resource Information Management and Utility
Billing software applications in the amount of $599,000
plus $136,636 in additional /optional services and
equipment
MN11537 7
i
f
System Agreement
between
Tyler Technologies, Inc.
'70 U. S. Route 1
Falmouth, Maine 04105
and
City of Southlake
1400 Maul Street, Suite 420
Southlake, TX 76092
1 of 14
AGREEMENT
This Agreement made this day of , 200G ( "Effective bate ") between Tyler Technologies, Inc, a Delaware Corporation, with
offices at 370 U.S. Route 1, Falmouth, Maine 04105 ( "Tyler ") and the City of Southlake , with its principal offices at 1400 Main Street Suite
420 Southlake TX 76092 ( " Client ").
Tyler and Client agree as follows:
1. Tyler shall furnish the products and services as described in this Agreement, and Client shall pay the prices set forth in this Agreement. Tyler
shall mail invoices to Client at the above address to the attention of
2. This Agreement consists of this Cover and the following Attachments and Exhibits
Section A. Investment Summary
Section B. Software License Agreement Addendum A Exhibit 5 - Tyler's Proposal
Section C. Professional Services Agreement; Exhibit I - Verification Test Exhibit 6 - SAS End User License Agreement
Section D. Maintenance Agreement Exhibit 2 - Support Call Process Exhibit 7 - Client's Request for Proposals
Section E. Third Party Product Agreement Exhibit 3 - Business Travel Policy
Section F. General Terms and Conditions Exhibit 4 - Adobe End User License Agreement
IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this Agreement, including Addendum A'and all Exhibits
hereto. This Agreement is effective as of the date last set forth below.
Tyler Technologies, Inc, Client: City of Southiake
By: By:
Richard E. Peterson, Jr.
President - MUNIS Division
Date: Date:
2of14
•
Page 3 of 14
v.
Accounting, General Ledger, Budgeting, Accounts Payable
$52,250
$9,405
2
$1,150
12
$1,000
$9,600
Performance Based Budgeting
$16,000
$2,880
5
$1,150
5
$1,000
Requisitions
$10,000
$1,800
1
$1,150
4
$1,000
Purchase Orders
$12,000
$2,160
2
$1.150
3
$1,000
$2,700
Inventory
$11,000
$1,980
1
$1,150
4
$1,000
$4,800
Contract Management
$5,900
$1,062
1
$1,150
2
$1,000
Treasury Management
$10,000
$1,800
2
$1,1501
2
$1,000
Work Orders and Jobs Cost
$11,000
$1,980
1
$1,1501
3
$1,000
Project Accounting
$10,000
$1,800
2
$1,150
2
$1,000
Fixed Assets
$12,000
$2,160
2
$1,150
3
$1,000
$4,200
Interface to BMI Asset Tracking System
$3,800
$684
1
$1,150
1
$1,000
Bid Management
$6,000
$1,080
1
$1,150
2
$1,000
Self Service for Vendors (self-hosted)
$12,500
$2,250
1
$1,150
2
$1,000
Payroll
$11,600
$2,088
1
$1,150
12
$1,000
$12,140
Human Resources Management
$7,700
$1,386
1
$1,150
5
$1,000
Applicant Tracking
$2,750
$495
1
$1,150
1
$1,000
Self Service for Employees (self-hosted)
$4,500
$810
1
$1,150
2
$1,000
Accounts Receivable
$11,000
$1,980
1
$1,150
4
$1,000
General Billing
$5,000
$900
1
$1,1501
3
$1,000
Utility Billing
$14,500
$2,610
1
$1,150
19
$1,000
$8,700
Utility Billing Meter Reader Interface
$4,400
$792
1
$1,150
1
$1,000
Self Service for Utility Billin2 (self-hosted)
$7,000
$1,260
1
$1,150
3
$1,000
Time Keeping Interface
$2,200
$396
1
$1,150
2
$1,000
MUNIS ESRI Interface
$10,000
$1,800
1
$1,150
3
$1,000
MUNIS Ma Link
$5,000
$900
0
2
$1,000
Laserfiche Interface
$10,000
$1,800
0
0
MUNIS Office
$8,500
$1,530
0
2
$1,000
MUNIS Crystal Reports
$9,350
$2,338
0
3
$1,000
GASB 34 Report Writer
$11,000
$1,980
0
3
$1,000
Workflow
$0
$0
0
12
$1,000
System Administration Security
$0
$ol
0
51
$1,0001
ITyler Forms Processing System
$6,500
$2,0001
0
ol
Page 3 of 14
Tyler Forms Processing Go Docs $6,000 $01 01 1 0 1
20% reduction Application Software License Fees - $61
100% reduction Year 1 Application Software Maintenance Fees - $56.106
Reduction Conversion fees - $2,048
Tyler Forms Processing Secure Signature (includes 1 backup
card )
1
$1,650
$1,650
$0
$0
Hand -held device
1
$1,995
$1,995
$0
$0
MUNIS GUI Runtime
50
$300
$15,000
$60
$3,000
MUNIS GUI Runtime backup licenses
50
$60
$3,000
$12
$600
SAS Business Intelligence Software
1
$25,575
$25,575
$5,115
$5,115
SAS OEM UB and AR
1
$6,120
$6,120
$1,224
$1,224
SAS OEM PR and HR
1
$4,140
$4,140
$828
$828
Ma Link Client Software
5
$250
$1,250
$45
$225
BMI Asset Track PPC (includes 1 hand -held device)
1
$6.000
$6.000
$0
$0
ttn;il: ritc
Disaster Recove
$13,976
Gra hin Agent
Oth 6,
Tyler Forms Processing
Gra hin Agent
$3,500
Tyler Forms Processing
purchase order distribution (50)
$1,500
Tyler Forms Processing
Finance Library
$1,500
Tyler Forms Processing
Human Resources Library
$1,200
... -
Tyler Forms Processing General Billing Library
$2,000
T ler Forms Processing Utility Billing Library
$3,500
Tyler Forms Processing installation
$2,000
Installation of Tyler Software Products on 1 server
$5,000
Installation of MUNIS Ma Link
$1,500
BMI training and consulting
$4,500
SAS installation
$4,500
SAS consulting and analysis 10 days)
$20,000
SAS end user trainin 5 day
$6,000
Application Software License Fees $247,560
Year 1 Application Software Maintenance Fees $0
Consulting $37,950
Implementation $127,000
Conversion $40,092
Third Party Products License Fees /Purchase Price $64,730
Third Party Products Year 1 Maintenance Fees $10,992
Year 1 Disaster Recove $13,976
Other Professional Services $56.700
Page 5 of 14
a
Lire
l ;Piu�`Chi�S +�
Mai�te�tance
� ,�;
Deli O ti lex GX620
$14,000
0
Scanner
$6,000
0
Tyler Content Management for MUNIS
$10,000
$1,800
3
$1,000
Installation of Tyler Content Management for MUNIS
$1,500
0
Operating System/Database Administration Support
$13,976
0
MUNIS GUI Runtime
$300
$60
0
Page 5 of 14
Client. 'City of Southlake Attention; Contract
Conversion O o ns And Prices
Model # - --
AC -D FA -D PR -B IN -D PO -D UB -C
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voices (Header,
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base History. ,Opt 1:
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istory,
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& Deductions
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(racking
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Action History
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Controli istory
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$3,000 02 00 0
$2,700'❑
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2:
ssments,
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)ry,
4: Balance
✓ard - AR
5: Service
:rs
6: Backflow
$1
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$1,800 77,
$1,200
$1,200 ❑
❑
t
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$1,000❑
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❑
$1,260❑
$840❑
❑
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$9,600
$4,200
$12,140
$4,800
$2,700!
$8,7004!
_ -
6
of 14
'City Of Southlake Attentiom,
Section B - Software License Agreement
1. License Grant
a) Upon the Effective Date of this Agreement, Tyler hereby grants to Client a non-exclusive, non-transferable, royalty-free, revocable license to use the Tyler software products
and related interfaces (collectively, the "Tyler Software Products") and Tyler user manuals for Client's internal business purposes only and otherwise subject to the terms and
conditions of this Agreement. This license is revocable by Tyler if Client fails to comply with the terms and conditions of this Agreement, includingwithout limitation, Clierits
failure to timely pay the Application Software License Fees in full. Upon Clicats payment in full for the Tyler Software Products, this license shall become irrevocable, subject
to the restrictions on use and other terms set in this Agreement.
b) Tyler shall retain ownership of the Tyler Software Products and user manuals.
d) The right to transfer the Tyler Software Products to a replacement hardware system is included in this Agreement. Client shall pay Tyler for the cost ofnew media or any
required technical assistance to accommodate the transfer. Client shall provide advance written notice to Tyler of any such transfer.
e) Client acknowledges and agrees that the Tyler Software Products and user manuals are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client
shall use best efforts to keep the Tyler Software Products and user manuals confidential and to prevent any misuse, unauthorized use or unauthorized disclosure ofthe Tyler
Software Products or user manuals by any party.
f) The TvIer Software Products may not be modified by anyone other than Tyler. If Client modifies the Tyler Software Products without Tyler's prior written consent, Tylees
obligations to provide maintenance services on and warranty the Tyler Software Products shall be void. Client shall not perform decompilation, disassembly, translation or other
reverse engineering on the Tyler Software Products.
g) Client may make copies of the Tyler Software Products for archive purposes only. Client will repeat any and all proprietary notices on any copy of the Tyler Software
Products. Client may make copies of the Tyler user manuals for internal use only.
h) Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source code of each major release of the Tyler Software Products. At
Client's request, Tyler will add Client as a beneficiary to such escrow agreement. Client shall pay the annual beneficiary fee directly to the escrow services company and is solely
responsible for maintaining its status as a beneficiary.
2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in full for the license granted herein, the Application Software License Fees set
forth in the Investment Summary,
3. Verification of the Tyler Software Products.
a) Within sixty (60) days after the Tyler Software Products have been installed on Client's hardware, Tyler will verify the Tyler Software Products by demonstrating to Client that
the Tyler Software Products perform all of the functions set forth in Exhibit I - Verification Test, which demonstration shall constitute verification thatthe Tyler Software
Products substantially confortri to the then-current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client; or
b) Within sixty (60) days after the Tyler Software Products have been installed on Client's hardware, Client may use its own process to verify that the Tyler Software Products
perform all of the functions set forth in Exhibit I - VerificationTest, which shall constitute verification that the Tyler Software Products substantially conform to the
then-current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client,
c) Verification as described herein shall be final and conclusive except for latent defect, fraud, and a gross mistake that amounts to fraud. In the event verification is not final
and conclusive, pursuant to this paragraph, Tyler shalt correct the cause thereof. In the event Tyler cannot correct the cause thereof, Client may invoke its rights under Article 4
Limited Warranty of Section B - Software License Agreement.
d) Tyler shall promptly correct any functions of the Tyler Software Products that failed verification.
7 ofl4
Client: 'City Of Southlake
Attention: Contract #, MN11537-7
4. Limited Warranty. For as long as a currentMaintertance Agreement is in place, Tyler warrants that the Tyler Software Products will substantially conform to the
then-current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client. In the event of conflict between the
afore-mentioned documents, the then-current Tyler user manuals shall control. Ifthe Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts,
consistent with industry standards, to cure the defect in accordance with Exhibit2 - Support Call Process. Should Tyler be unable to cure the defect or provide a replacement
product, Client shall be entitled to a refund of the Application Software License Fee paid for the defective Tyler Software Product, as depreciated on' a straight-line basis over a
seven (7) year period commencing on the effective date of this Agreement.
5. Intellectual Property Infringement Indemnification. Tyler will defend and indemnify Client against any claim by an unaffiliated third party ofthis Agreement that a Tyler
Software Product infringes that party's patent, copyright or other intellectual property right issued and existing as of the Effective Date or as of the distribution date of a release
to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that Tyler
prc- approves in writing, provided that Client promptly notifies Tyler in writing of any such claim, gives Tyler reasonable cooperation, information, and assistance in connection
with it, and consent to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. Tyler will not be obligated under this section ifthe
infringement results from: (i) Client's use of previous version of Tyler Software Product and the claim would have been avoided had you used the current version of the Tyler
Software Product; (ii) Client's combining the Tyler Software Product with devices or products not provided by Tyler, (iii) use of a Tyler Software Product in applications,
business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such
application, environment or business process would not have given rise to the claim, (iv) corrections, modifications, alterations or enhancements that Client made to the Tyler
Software Product; (v) use of the Tyler Software Product by any person or entity other than Client or Client's employees; or (vi) Client's willful infringement. In the event a Tyler
Software Product is finally determined to be infringing and its use by Client is enjoined, Tyler shall, at its election (i) procure for Client the right to continue using the infringing
Tyler Software Products; (ii) modify or replace the infringing Tyler Software Products so that it becomes non-infringing; or (iii) terminate Client's license for the infringing Tyler
(7) year period commencing on the Effective Date of this Agreement. Tyler shall have no liability hereunder if (i) Client modi
written consent and such modification is determined by acourt of competent jurisdiction to be a contributing cause of the infri
Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the su
would have been avoided by Client's use of the most current version of the Tyler Software Products. The foregoing states Tyl(
remedy with respect to the subject matter hereof.
6. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damn
resulting from loss of use, toss of data, interruption of business activities, or failure to realize savings arising out of or in conni
Tyler's liability for damages and expenses arising out of this Software License Agreement, whether based on a theory of contra
shall be limited to the Application Software License Fees set forth in the Investment Summary. Such Application Software Li
i entire lidullay allu k-munt "i bVIC anu Cxt.;IUNIVU
�s, including, without limitation, any damages
bility,
limitation of liability.
Section C - Professional Services Agreement
1. Services. Tyler shall provide the services set forth in the Investment Summary at Client's election, including installation, consulting, implementation, conversion, and
programming.
2. Professional Services Fees.
a) Notwithstanding specific prices to the contrary set forth in the Investment Summary, all Consulting and Implementation services shall be invoiced in half-day and full-day
increments.
b) Upon the completion of each service day or group of days, Tyler will present a Customer Service Report to Client. Client shall either sign the report indicating acceptance of
the service day and its subsequent billing, or not sign the report and note reasons for Client's non-acceptance of the service day. This acceptance is final.
8 of 14
Client: iCity of Southlake
c) Verification in accordance with Article
Implementation services set forth in the It
d) Payment is due within thirty (30) calm
—L-11 Lam. L:11 —A :.. ----
miscellaneous items less than five dollars ($S) are not available.
3. Additional Services. Services utilized in excess of those set for
Bustness Travel Policy, t)asea on lylerrs usual, ana customary practices: t,optes or receipts snau ae
ion per diem expenses be requested, an administrative fee shall be incurred. Receipts for mileage and
x _tU a« Mt , T «..nn4..-. It .11 I.-
{ billed at Tyler's then current rates.
4. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages
resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the provision or quality of the services
or the use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of this Professional Services Agreement, whether based on a theory
or tort, including negligence and strict liability shall be limited to the Consulting, Implementation, Conversion, and Other Professional Services fees set forth in the ;Investment
Summary. Such fees reflect and are set in reliance upon this limitation of liability.
C gr2neellntinn In thp. PvPnt Client e tint -. s cervinrec less than two 02 weeks in advance_ Client is liable to Tvler for (i) all non - refundable expenses incurred by Tyler on Client's
behalf; and (ii) daily fees associated with the canceled services if Tyler is unable to re- assign its personnel.
'I
i
section D - Maintenance Agreement
1. Scope of Agreement, Client agrees to purchase and Tyler agrees to provide maintenance services for the Tyler Software Products in accordance with the following terms and
conditions.
2. Term of Agreement. This Maintenance Agreement is effective on installation of the Tyler Software Products and shall remain in force for a one (1) year 'term. Upon
expiration of this Maintenance Agreement, Client may renew the Maintenance Agreement for subsequent one (1) year periods at the then - current Application Software
Maintenance Fees.
3. Payment.
a) Additional Charges. Any maintenance services performed by Tyler for Client which are not covered by this Maintenance Agreement, as set forth in Article 5 of Section D
Maintenance Agreement, including materials and expenses, shall be billed to Client at Tyler's then current rates.
b) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed Application Software Maintenance Fees within sixty (60) calendar days of the due
date. Tyler will reinstate maintenance services upon Client's payment of the overdue Application Software Maintenance Fees.
4. Maintenance Services Terms and Conditions.
a) For as long as a current Maintenance Agreement is in place, Tyler shalt, in a professional, good and workmanlike manner, perform its obligations set forth in the Support Call
Process document attached hereto as Exhibit 2 in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If Client modifies the Tyler
Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on and warrant the Tyler Software Products shall be void.
9of14
Client: City of Southlake
Attention:
Contract# MN11537-7
b) Tyler shall provide telephone support on the Tyler Software Products. Tyler personnel will accept telephone calls during the hours set forth in Exhibit 2 - 'Support Call
Process.
c) Tyler shall continuously maintain a master set of the Tyler Software Products on appropriate media, a hardcopy printout of source code to the Tyler Software Products, and
Tyler user manuals,
d) Tyler shall maintain personnel that is appropriately trained to be familiar with the Tyler Software Products in order to provide maintenance services,
e) Tyler shall provide Client with all releases Tyler makes to the Tyler Software Products. Client acknowledges and agrees that a new release of the Tyler Software Products is
for implementation in the Tyler Software Products as they exist without Client customization or modification.
f) Client acknowledges and agrees that Tyler reserves the right to cease supporting a prior release of the Tyler Software Products six (6) months after shipping a new release of
the Tyler Software Products.
5. Limitations and Exclusions. Application Software Maintenance Fees do not include installation or implementation of the Tyler Software Products, onsite support (unless
Tyler cannot remotely correct a defect in a Tyler Software Product), application design, other consulting services, support of an operating system or hardware, and support
outside Tyler's normal business hours.
6. Client Responsibilities.
a) Client shall provide, at no charge to Tyler, full and free access to the Tyler Software Products; working space; adequate facilities within a reasonable distance from the
equipment; and use of machines, attachments, features, or other equipment necessary to provide maintenance services set forth herein.
b) Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide remote maintenance services. Client shall maintain for the
duration of the Agreement a high-speed Internet connection capable of connecting to Client's PCs and server. Tyler strongly recommends that Client also maintain a modem
connectivity (including PC-Anywhere, if necessary) for backup connectivity purposes. In the event Client uses the Tyler Software Products on a Windows platform, Client shall
maintain a modem connection through PC-Anvwhere. Tyler, at its option, shall use the connection to assist with problem diagnosis and resolution.
7. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages
resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the provision or quality of maintenance
services or use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of this Maintenance Agreement, whether based on a theory ofcontract or
tort, including negligence and strict liability, shall be limited to the Application Software Maintenance Fees paid to Tyler during the twelve (12) months prior to the claim. Such
Application Software Maintenance Fees reflect and are set in reliance upon this limitation of liability.
Section E - Third Party Product Agreement
1. Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary, Tyler agrees to license or sell and deliver to Client, and Client
agrees to accept from Tyler the Third Party Products set forth in the Investment Summary ("Third Party Products").
2. License of Third Party Products.
a) Upon Client's payment in full of the System Software License Fees, Tyler shall grant to Client and Client shall accept from Tyler anon-exclusive, nontransferable,
non-assignable license to use the Third Party Products and related documentation for Client's internal business purposes, subject to the terms and conditions set forth herein.
10 of 14
Client: City of Southlake Attention;' Contract #', MN11537 -7
b) The developer of the Third Party Products (each a "Developer", collectively "Developers ") shall retain ownership of the Third Party Products.
c) The right to transfer the Third Party Products to a replacement hardware system is governed by the Developer. The cost for new media or any required technical assistance to
accommodate the transfer would be billable charges to Client. Client shall provide advance written notice to Tyler of any such transfer.
d) Client acknowledges and agrees that the Third Party Products and related documentation are proprietary to the Developer and have been developed as trade secrets at the
Developer's expense. Client shall use best efforts to keep the Third Party Products and related documentation confidential and to prevent any misuse, unauthorized use, or
unauthorized disclosure of the Third Party Products and related documentation by any party.
e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the Third Party Products.'
I) Client may make copies of the Third Party Products for archive purposes only. Client will repeat any and all proprietary notices on any copy of the Third Party Products.
Client may make copies of the documentation accompanying the Third Party Products for internal use only.
- 3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for Third Party Products include costs for shipment while in transit from the Developer or
supplier to Client.
4. Installation and Acceptance. Unless otherwise noted in Addendum A or in the Investment Summary, the Tyler Software Product installation fee includes installation ofthe
Third Party Products. Upon completion of installation; Client shall obtain from Tyler a certification of completion, or similar document, which shall constitute Client's
acceptance of the Third Party Products. Such acceptance shall be final and conclusive except for latent defect, fraud, and a gross mistake as amount to fraud'.
5. Site Requirements. ' Client shall provide a suitable environment, location and space for the installation and operation of the Third Party Products; sufficient and adequate
electrical circuits for the Third Party Products; and installation of all required cables.
6. Warranties.
a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party Products.
b) Tyler warrants that each Third Party, Product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under this Third
Party Product Agreement, Client's title or license to each Third Party Product shall be free and clear of all liens and encumbrances arising through Tyler.
c) Client acknowledges, and agrees that Tyler is not the manufacturer of the Third Party Products. As such, Tyler does not warrant or guarantee the condition or operating
characteristics of the Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments that Tyler may receive from the Developer or supplier of
the Third Party Products.
7. Maintenance.
a) In the event Client elects not to purchase through Tyler maintenance services on the Third Party Products, it shall be the responsibility of Client to repair and maintain the
Third Party Products and purchase enhancements as necessary after acceptance.
b) In the event Client elects to purchase through Tyler maintenance services on the Third Party Products, Tyler will facilitate resolution of a defect in a Third Party Product with
the Developer.
c) In the event the Developer charges a fee for future Third Party Software release(s), Client shall be required to pay such fee.
5. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages
resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings - arising out of or in connection with the use of the Third Party Products.
Tyler's liability for damages and expenses arising out of this Third Party Product Agreement, whether based on a theory of contract or tort, including negligence and strict
liability, shall be limited to the License Fee /Purchase Price of the Third Party Products. Such prices are set in reliance upon this limitation of liability.
Section F - General Terms and Conditions
1. Taxes. The fees set forth in the Investment Summary do not include any taxes, including, without limitation, sales, use or excise tax. All applicable taxes shall be paid by
Tyler to the proper authorities and shall be reimbursed by Client to Tyler. In the event Client possesses a valid direct -pay permit, Client will forward such permit to Tyler on the
Effective Date of this Agreement, in accordance with Article 15 of Section F General Terms and Conditions. In such event, Client shall be responsible for remitting all
applicable taxes to the proper authorities. If tax - exempt, Client shall provide Tyler with Client's tax - exempt certificate:
11 of 14
to: ' City of Southlake Attention:
Contract# MN11537 -7
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties in this Agreement, Client shall provide written notice to Tyler within fifteen (15) calendar days
of receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler shall' provide a written response
to Client that shall include either a justification of the invoice or an adjustment to the invoice. Tyler and Client shall develop a plan to outline the reasonable steps to be taken by
Tyler and Client to resolve any issues presented in Client's notice to Tyler. Client may only withhold payment of the amount actually in dispute until Tyler completes its action
items outlined in the plan. Notwithstanding the foregoing, if Tyler is unable to complete its actions outlined in the plan because Client has not completed its action items
outlined in the plan, Client shall remit full payment of the invoice.
b) Any invoice not disputed as described above shall be deemed accepted by Client. Tyler reserves the right to suspend delivery of all services in the event Client fails to pay an
invoice not disputed as described above within sixty (60) calendar days of receipt of invoice.
3. Farce Majeure. Neither party shall be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by force majeure.
Force majeure shall not be allowed unless:
a) Within five (5) business days of the occurrence of force majeure, the party whose performance is delayed thereby shall provide the other party or parties with written notice
explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeure events.
b) Within ten (10) business days aver the cessation of the force majeure event; the party whose performance was delayed shall provide the other party written notice of the time
at which force majeure ceased and a complete explanation of all pertinent events pertaining to the entire force majeure situation.
Either party shall have the right to terminate this Agreement if Force Majeure suspends performance of scheduled tasks by one or more parties for a period of one
hundred- twenty (120) or more days from the scheduled date of the task. This paragraph shall not relieve Client of its responsibility to pay for services and goods provided to
Client and expenses incurred on behalf of Client prior to the effective date of termination.
4. Indemnification.
a) Subject to the limitation of liability set forth herein, Tyler shall indemnify and hold harmless Client and its agents, officials and employees from and against any and all
claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising from Tyler's negligence or willful misconduct. Tyler shall not be
liable to the degree or extent of damages, loss; or expense determined to be the fault of the Client.
b Sub to the limitation of liability set forth herein, Client shall indemnify -and hold harmless Tyler and its agents, officials and employees from and against an and all
J Y Y g g Y �
claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising from Client's negligence or willful misconduct. Client shall not be
liable to the degree or extent of damages, loss, or expense determined to be the fault of Tyler.
5. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS,
REMEDIES, AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY DISCLAIMED BY MUMS.
6. Dispute Resolution, Client will notify Tyler in writing within fifteen (15) days of becoming aware of a dispute. If Tyler and Client cannot resolve such dispute within thirty
(30) calendar days of Tyler's receipt of written notice from Client, the following procedure shall apply:
a) Each party shall appoint one (1) person to act as an impartial representative. The appointed individual shall be of sufficient knowledge and experience to understand and deal
with the dispute but shall not be a person assigned to the project. The set of four (4) individuals consisting of Tyler's Project Manager for this project, Client's Project Manager
for this project, and the two (2) appointees is called a Dispute Resolution Group.
b) The Dispute Resolution Group shall convene no later than twenty -one (21) calendar days after the expiration of the thirty (30) calendar day period referenced above and shall
meet for a maximum of four (4) four (4) hour sessions during the subsequent four (4) business days, unless otherwise mutually agreed. Any resolution shall be in writing and
signed by both parties, Such resolution shall constitute a binding amendment to the Agreement.
In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the dispute will be referred to non - binding mediation. Thereafter, either party may
assert its other rights and remedies under this Agreement within a court of competent jurisdiction.
Nothing in this Article shall prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of the dispute
through the dispute resolution procedures set forth herein.
12 of 14
Quoted to City of Southlake
Attention:
Contract#1 MN11a37 ®7
7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and Client. No third party shall be deemed a beneficiary of this
Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile.
9. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with respect to the subject matter hereof, and supersedes any prior agreements,
understandings, and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this Agreement it did not rely on
any information not explicitly set forth in this Agreement.
10. Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
11. Modification. This Agreement may only be modified by written amendment signed by authorized representatives of both parties.
12. Termination.
a) Termination for Convenience. In the event of Client's termination of this Agreement for convenience, Client shall provide Tyler with thirty (30) days' advance written notice
of Client's intent to terminate this Agreement. Client shall pay Tyler for products, services and expenses delivered or incurred prior to the date Tyler received Client's notice of
termination.
b) Termination for Cause. In the event of Tylees failure to perform under this Agreement, Client shall immediately notify Tyler in writing of such failure and allow Tyler a thirty
(30) day period in which to cure such failure. If, at the end of the cure period, Tyler has not cured such failure, Client will have the right to terminate this Agreement. Upon such
termination, Client shall pay Tyler for all products, services, and expenses not in dispute which were delivered or incurred prior to the date Tyler received Client's notice of
I ten Payment for products, services, and expenses in dispute will be determined in accordance with the dispute resolution process.
13. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been approved by its governing body and is a binding obligation upon
Client.
14. No Assignment. Client may not assign its rights and responsibilities under this Agreement without Tyler's prior written permission, not to be unreasonably withheld.
15. Notices. All notices or communications required or permitted as a part of this Agreement shall be in writing (unless another verifiable medium is expressly authorized) and
shall be deemed delivered when:
I Actually received,
2) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party,
3) Upon receipt by sender of proof of email delivery, or
4) If not actually received, ten (10) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the respective other party at the address set forth in this Agreement or such other address as the party may have designated by notice or
Agreement amendment to the other party.
13 of 14
Quoted to : 'iCit of South lake Attention: Contract MN11537 -7
TConsequences to be borne due to failure to receive a notice due to improper notification by the intended receiving party of a new address will be borne by the intended receiving
party. The addresses of the parties to this Agreement are as follows:
Tyler Technologies, Inc. Client: City of Southlake
370 U.S. Route 1 1400 Main Street, Suite 420
Falmouth, ME 04105 Southlake, TX 76092
Attention: Chief Financial Officer Attention:
16. Independent Contractor. This is not an Agreement of partnership or employment of Tyler or any of Tyler's employees by Client. Tyler is an independent contractor for all
purposes under this Agreement.
17. Insurance. Prior to performing services under this Agreement, Tyler shall provide Client with certificates of insurance evidencing the following insurance coverage:
a) Commercial general liability of at least $1,000,000;
b) Automobile liability of at least $1,000,000;
c) Professional' liability of at least $1,000,000, and
d) Workers compensation complying with statutory requirements.
18. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance' of this Agreement, may be exposed to confidential
information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential
information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein
shall survive the termination or cancellation of this Agreement for a period of two (2 years, This obligation of confidentiality shall not apply to:
(a) information that at the time of the disclosure is in the public domain;
(b) information that, after disclosure, becomes' part of the public domain by publication or otherwise, except by breach of this Agreement by a party ;'
(c) information that a party can establish by reasonable proof was in that party's possession at the time of disclosure;
(d) information that a party receives from a third party who has a right to disclose it to that party; or
(e) information that is subject to Freedom of Information Act requests, only to the extent disclosure is based on the good faith written opinion of the'receiving party's legal
counsel that disclosure is required by law: provided, however, that that receiving party shall give prompt notice of the service of process or other documentation that underlies
such requirement and use its best efforts to assist the disclosing party if the disclosing, party wishes to obtain a protective order or otherwise protect the confidentiality of such
confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect the confidentiality of its confidential information.
19. Nondiscrimination. Tyler shall not discriminate against any person employed or applying for employment concerning the performance of Tyler's responsibilities under this
Agreement. This discrimination prohibition shall apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or
indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to
perform the duties ofa'particular job or position, height, weight, marital status, or political affiliation.
20. Subcontractors. Tyler shall not subcontract any services under this Agreement without Client's prior written permission, not to be unreasonably withheld.
21. Non. - appropriation. If Client should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the products set forth in this
Agreement, or other means of performing the same functions of such products, Client may unilaterally terminate this Agreement only upon thirty (30) days written notice to
-m r , mss , _. ' . *'. `. x^+t' n i.. .. •. -', r. _.F. J _ Y _ .__! _ _i -5 _ ._ J �._ fvt• J _ri - _'__'_ °._ ] t T_!1 i_ m i__i . rrir .. e.
notice.
22. Slipping. Delivery shall be F.O.B. shipping point.
23. Business License. In the event a local business license is required for Tyler to perform services hereunder, Client will notify Tyler prior to the Effective Date of this
Agreement and will provide Tyler with the necessary paperwork and/or contact information.
14 of 14
Addendum to the System Agreement between Tyler, and City of Southlake, Southlake, TX, 76092
Client: City Of Southlak Attention: Contract #' MN11537 -8
Addendum A
The following are clarifications and/or modifications to the Agreement. In the event of a conflict between Addendum A and the Agreement, Addendum A
shall prevail.
1. Payment Terms.
a) Client will pay $61,890 upon execution of this Agreement that equals 25% of the Application Software License Fees.
�) Client will pay $204,228 upon delivery of the software products that equals:
50% of the Application Software License Fees, excluding MUNIS ESRI Interface ($119,780)
100% of the Year 1 Disaster Recovery Fee ($13,976)
100% of the Third Party Products License Fees /Purchase Price, excluding Tyler Forms Processing Secure Signature System ($63,080)
100% of the Third Party Products Year 1 Maintenance Fees, excluding MUNIS GUI Runtime ($7,392)
,) Client will pay $4,000 upon delivery of MUMS ESRI Interface that equals 50% of the Application Software License Fee.
e) Client will pay $1,650 upon delivery of Tyler Forms Processing Secure Signature System that equals 100% of the Third Party Product Purchase Price
f) Client will pay $3,600 upon installation of the Tyler Software Products that equals 100% of the MUNIS GUI Runtime Year 1 Maintenance Fees.
g) Client will pay $61,890 that equals 25% of the Application Software License Fees upon verification of the Tyler software products in accordance with
Article 3 of Section B Software License Agreement. Unless the Tyler Software Products fail verification, this period shall not exceed ninety (90) days after
,delivery.
2. Prices do not include travel expenses incurred in accordance with Tyler's then - current Business Travel Policy. Tyler's current Business Travel Policy is
attached hereto as Exhibit 3.
3. Consulting, Implementation, Conversion, and Other Professional Services, plus expenses, are billed if and as provided /incurred and are due and payable
.thirty (30) days after receipt of invoice. Notwithstanding the foregoing, the first sixty -two (62) Implementation days will be due and payable thirty (30) day
,after use of all Tyler Software Products in live production, not to exceed the date set forth in the mutually agreed Implementation Plan, provided Tyler has
; resolved all defects reported by Client to Tyler during such thirty (30) day period. Expenses associated with such Implementation days will be billed as
Addendum A P.1
Client: City Of Southla Attention Contract# MN11537 -8
Addendum A Pag -2
4. The first annual Application Software Maintenance Fees of $56,106 which cover the one (1) year period commencing upon installation of the software
products are hereby waived. Subsequent annual Application Software Maintenance Fees will be due on the anniversary of the installation date of the software
products. Tyler shall not increase the annual Application Software Maintenance Fees by more than 5% per year in years two (2) through five (5) of the
Maintenance Agreement, based on the Tyler Software Products set forth in the Investment Summary.
Within ninety (90) calendar days of the Kickoff Meeting, Tyler and Client will develop a mutually agreed acceptance test, based on Tyler's Proposal and
nn- current user manuals ( "Client Acceptance Test "), consisting of scripts that demonstrate the functionality of the Tyler Software Products set forth in Tyler's
oposal as "F = meets the requirement fully ". The purpose of the Client Acceptance Test is to verify that the Tyler Software Products conform to the
irranties set forth in this Agreement. The procedure for running the Client Acceptance Test and resolution of defects exposed in such test shall be as
a) Within thirty (30) calendar days of the Tyler Software Products named in Section A Investment Summary being installed and functioning with
'Client's live data, Client shall run the Client Acceptance Test. Within that same time period, Client shall inform Tyler in writing of the functions of the Client`_
Acceptance Test which the Tyler Software Products have failed to perform.
b) Tyler shall correct any defects and ensure that the Tyler Software Products perform as warranted under this Agreement in accordance with Exhibit 2
Support Call Process. Within five (5) business days of receipt of notice that any defects have been cured, Client shall retest the function and confirm or deny
that the defects have been resolved.
C) Client shall be deemed to have accepted the Tyler Software Products only when:
i) Each function of the Client Acceptance Test is achieved; and
ii) Each defect properly reported in the thirty (30) calendar day test period has been resolved by Tyler.
d) If Tyler is unable to correct the defects identified during Client Acceptance Testing within ninety (90) calendar days of commencement of Client
Acceptance Testing, Client may, at its option:
i) Accept the Tyler Software Products as is; or
ii) Receive a refund in accordance with Article 4 of Section B.
16. The second sentence of Article 6 of Section B is hereby deleted in its entirety and replaced with the following: "Tyler's liability for damages and expenses
arising out of this Software License Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to two
I(2) times the Application Software License Fees set forth in the Investment Summary."
7. The second sentence of Article 4 of Section C is hereby deleted in its entirety and replaced with the following: "Tyler's liability for damages and expenses
arising out of this Professional Services Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to
two (2) times the Consulting, Implementation, Conversion, and Other Professional Services fees set forth in the Investment Summary."
8. The second sentence of Article 7 of Section D is hereby deleted in its entirety and replaced with the following: "Tyler's liability for damages and expense!
!arising out of this Maintenance Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to two (2)
!times the Application Software Maintenance Fees paid to Tyler during the twelve (12) months prior to the claim."
Addendum A P.2
Client: (City Of Southlake Attention:
Contract# MN1153 -8
Addendum A Page 3
9. The second sentence of Article 8 of Section E is hereby deleted in its entirety and replaced with the following: "Tyler's liability for damages and expenses
,arising out of this Third Party Product Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to two
1(2) times the License Fee /Purchase Price of the Third Party Products."
110. Provided Client fulfills its responsibilities set forth in the mutually agreed Implementation Plan, implementation of the Tyler Software Products shall not
;exceed the services listed in the Investment Summary.
11. Tyler shall hold the pricing for Optional Items in place for a period of eighteen (18) months from the Effective Date of this Agreement.
1 12. Article 3(a) of Section B is hereby deleted in its entirety and replaced with the following: "Within sixty (60) days after the Tyler Software Products have
been installed on Client's hardware, Tyler will verify the Tyler Software Products by demonstrating to Client that the Tyler Software Products perform all of
the functions set forth in Exhibit 1 - Verification Test; or"
13. Article 3(b) of Section B is hereby deleted in its entirety and replaced with the following: "Within sixty (60) days after the Tyler Software Products havel
been installed on Client's hardware, Client may use its own process to verify that the Tyler Software Products perform all of the functions set forth in Exhibit I
- Verification Test."
114. Article 2(c) of Section C is hereby deleted in its entirety and replaced with the following: "Verification in accordance with Article 3(a) of Section B is
lincluded in the cost for Implementation Services set forth in the Investment Summary."
I
15. Client shall not be liable to pay Tyler for any additional services performed without prior authorization of Client.
16. The first sentence of Article 4(a) of Section D is hereby deleted in its entirety and replaced with the following: 'Tor as long as a current Maintenance
Agreement is in place, Tyler shall, in a professional, good and workmanlike manner, perform its obligations set forth in the Support Call Process document
;attached hereto as Exhibit 2, and shall conform the Tyler Software Products to the applicable warranty under this Agreement." j
17. Article 4(b) of Section F is hereby deleted in its entirety.
18. Article 14 of Section F is hereby deleted in its entirety and replaced with the following: "Neither party may assign its rights and/or responsibilities under
this Agreement without the prior written consent of the other party, except that Tyler may, upon thirty (30) days notice to Client, without the prior express
written consent of Client, assign its rights and /or responsibilities under this Agreement to the surviving entity of any merger or consolidation or to any
purchaser of substantially all of Tyler assets."
19. Article 18(e) of Section F is hereby modified as follows: "(e) information that is subject to Freedom of Information Act or Public Information Act requests,
only to the extent disclosure..."
Addendum A P.3
Client: City Of Southlak Attention: Contract #' MN115 8
Ad dendu m A P age 4
1 20. The first sentence of Article 21 of Section F is hereby deleted in its entirety and replaced with the following: "If Client should not appropriate or otherwise
make available funds sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the same
functions of such products, Client may unilaterally terminate this Agreement and agrees to give thirty (30) days' written notice to Tyler."
21. Client shall not be obligated to make any payment until Tyler provides a performance bond to Client issued in an amount equal to the total value of the
!goods and services provided for under this Agreement. The performance bond shall guarantee the full and faithful execution of the work and performance of
!this Agreement, shall be in a form acceptable to the Client in its reasonable discretion, and shall be issued by a surety company duly authorized to transact i
]business in the State of Texas and maintaining a resident surety. Client shall be liable to Tyler for the expense associated with such performance bond.
i
22. As part of an ongoing information technology alignment project, Client has hired or intends to hire a consultant or consultants to assist in the procurement'
land implementation of software including the software that is the subject of this Agreement. Tyler agrees in performing its obligations under this Agreement
to cooperate to a reasonable degree, and as directed by Client, with the persons or entities identified by Client as Client's consultant(s). Prior to releasing any
of Tyler's confidential or proprietary information to Client's consultant, Client shall obtain and provide to Tyler such consultant's signature on a Confidentiality
Agreement provided to Client by Tyler.
23. The fourth sentence of Article 4 of Section B is hereby deleted in its entirety and replaced with the following: "Should Tyler be unable to cure the defect or
provide a replacement product (i) within two (2) years of the Effective Date of this Agreement, Client shall be entitled to a refund of the Application Softwate-
License Fee paid for the defective Tyler Software Product; or (ii) after two (2) years of the Effective Date of this Agreement, Client shall be entitled to a refund'
of the Application Software License Fee paid for the defective Tyler Software Product, as depreciated on a straight -line basis over a seven (7) year period
commencing on the effective date of this Agreement."
24. The third sentence of Article 5 of Section B is hereby deleted in its entirety and replaced with the following: "In the event a court of competent jurisdiction
issues an order prohibiting Client from using the allegedly infringing Tyler Software Product, Tyler shall, at its election (i) procure for Client the right to
continue using such Tyler Software Product; (ii) modify or replace such Tyler Software Product so that it becomes non - infringing; or (iii) terminate Client's
[license for such Tyler Software Product and refund to Client (a) the Application Software License Fee paid for such Tyler Software Product if the allegation
!occurs within two (2) years of the Effective Date of this Agreement, or (b) the Application Software License Fee paid for such Tyler Software Product, as
jdepreciated on a straight -line basis over a seven (7) year period commencing on the Effective Date of this Agreement, if the allegation occurs after two (2)
(years of the Effective Date of this Agreement.
Addendum A PA
Target Live Date: October 1, 2007
Accounting, General Ledger, Budgeting, Accounts Payable
Performance Based Budgeting
Requisitions
Purchase Orders
Inventory
Contract Management
Treasury Management
Work Orders and Jobs Cost
Project Accounting
Fixed Assets
Interface to BMI Asset Tracking System
Bid Management
Self Service for Vendors (self - hosted)
Accounts Receivable
General Billing
Utility Billing
Utility Billing Meter Reader Interface
Self Service for Utility Billing (self- hosted)
MUNIS ESRI Interface
MUNIS MapLink
Laserfiche Interface
MUNIS Office
MUNIS Crystal Reports
GASB 34 Report Writer
Workflow
System Administration Security
Tyler Forms Processing System
Tyler Forms Processing Go Does
Addendum A P.5
Client: City Of Southlake Attention:
Con #tact# MN11537 -8
- —
Addendum A Page 6
Tare Live Date: January 1, 2008
Payroll
Human Resources Management
Applicant Tracking
Self Service for Employees (self - hosted)
Time Keeping Interface
26. In the event a Target Live Date set forth in Article 25 of this Addendum A is not achieved due to Tyler's action or inaction, one of the following remedies
shall apply, at Client's election: (1) The Target Live Date shall be postponed a mutually agreed amount of time; or (ii) Tyler shall remit to Client Five Hundred'
Dollars ($500) per business day until the Target Live Date is achieved.
27. The third sentence of Article 4 of Section B is hereby deleted in its entirety and replaced with the following: "If the Tyler Software Products do not
Perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the defect in accordance with and within the timeframes set
Iforth in the "Response Time Summaries" table on page 5 of Exhibit 2 - Support Call Process."
128. The first sentence of Article 2(a) of Section F is hereby deleted in its entirety and replaced with the following: "In the event Client believes products or
!services do not conform to warranties in this Agreement, Client shall provide written notice to Tyler within thirty (30) calendar days of receipt of the
applicable invoice."
29. Article 6 of Section F is hereby deleted in its entirety and replaced with the following:
"Client will notify Tyler in writing within fifteen (15) days of becoming aware of a dispute. If Tyler and Client cannot resolve such dispute within thirty (30)
calendar days of Tyler's receipt of written notice from Client, the dispute shall be referred to non - binding mediation to take place in Tarrant County, Texas.
Nothing in this Article shall prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of
the dispute through the dispute resolution procedures set forth herein."
30. The fourth sentence of Article 5 of Section B is hereby deleted in its entirety and replaced with the following:
"Tyler shall have no liability hereunder if (i) Client modified a Tyler Software Product without Tyler's prior written consent and such modification is
determined by a court of competent jurisdiction to be a contributing cause of the infringement, (ii) Client continues using the allegedly infringing Tyler
Software Product after a court of competent jurisdiction issues an order prohibiting Client from using the allegedly infringing Tyler Software Product, or (iii)
the infringement would have been avoided by Client's use of the most current version of the Tyler Software Products."
Addendum A P.6
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 /Regs 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
I PAYROLL/HR:
Phase I
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
7TILITY 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
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 frm
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 a new Property.
a. Set up default Restrictions, Hazards, and Violations at the bottom.
7. Add anew Application.
a. Use a Project/Act that has the four defaults set in Project Type Fni
(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 I
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
MUNIS 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.
� CONTRACT MANAGEMENT:
Phase I
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 ajournal entry on the Cash Flow File Maintenance record created.
4. Go to General Journal Entry/Proof, find Journal that was generated and post it.
M UNIS SELF SERVICE — EMPLOYEES:
Phase I
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
Exhibit 2
Support Call Process
MUNIS Technical Support Department
Goal: To provide an effective support inechanism 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)
Utilit Billing and Collectio
8 AM-8 PM EST ( Monday - Friday)
OS /DBA
8 Af M -6 PM EST (Monday-Frida
Cr stat Reports
1 8 AM -5 PM EST (Monday- Friday)
Tyler Education Management
8 AM - 4:30 PM EST (Monday - Friday)
Tyler Forms
8 AM -4:30 PM EST (Monday-Friday
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 Linder "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
(MN ##941##). 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 wrath 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 (MN ###'#tt#).
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. MUMS 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 outlincd 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, 994).
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 sei vice 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 (ww�y .citri) ! .com ) provides a highly secure connection with 12$ -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 MUMS Website (www ler munis_co�m) 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)
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
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.
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
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
support call is open
Average # of Days a
Support call is open
Maximum {# of Days a
Development FER is open
0
Immediate
1/2 Day
Immediate
I
10 Days
2 Da Zs
30 Days from Support call
2
30 Days
2 Days
60 Days from FER date
3
60 Days
6 Days
N/A
Exhibit 3 — Business Travel Policy
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
J udiciously 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.
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.
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 snake 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.
I
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.
Erployees 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
member of overnight stays at a location, Dube Carlson will negotiate a special rate for
employees traveling to that site.
8
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 arc 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. Refcr to Section 8 of this policy for details on telephones.
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
£ 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
purchase of clothing or items for personal use
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
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 (ATTACKED)
Term of License: ACCORDING TO ADOBE END-USER LICENSE AGREEMENT
(ATTACHED)
Accepted by Customer: Accepted by Tyler
Technologies, Inc.:
Signature
Printed Name
Signature
Printed Name
Date Date
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.
"Fxtranet" means a network that uses
secured TCP/IP technology to link
Licensee and other selected entities to
facilitate private business
communications.
"Handheld Application" means one (1)
.xft form template
related to a single business process
deployed on Windows CE devices.
"Individual" means a natural person
(i.e., not a corporation or other legal
entity).
"Install" means to place a copy of the
Program onto a hard disk or other
storage medium through any means
(including but not limited to use of an
installation utility application
accompanying the Program) for the
purpose of permitting Access to the
Program.
".Internet" means the collection of
computer network connected by means of
a common communications protocol
commonly known as TCP/IP.
"Intranet" means a network used within
Licensee's enterprise (which may
include secured TCP/IP technology
connections), which network may include
servers in the control of third parties
whose principal business is providing
such server outsourcing and which
network has the purpose of sharing
information and computing resources
among
"Location" means a geographical
location where Licensee normally
carries on business at which Users are
accessing the Program through either
(a) Licensee's local area network
contained within such geographical
location or (b) an Electronic Gateway
using the Internet, an Intranet or an
Extranet, for Licensee's own internal
business purposes.
"Permitted Number" means; one (1) in
the case of CPUs,
Development Servers, Servers, Users and
Workstations; and ten (10) in the case
of Locations; unless otherwise
indicated herein or in another valid
license granted by Adobe. With respect
to Adobe Output Pak for oracle E-
Business Suite (Adobe Accelio Present
Output Pak for Oracle E-Business Suite)
and Adobe Output Pak for mySAP.com
(Adobe Accelio Present Output Pak for
accessing mySAP.com), "Permitted Number"
means the number of
Licensee's licensed users of Oracle E-
Business Suite software or SAP software
respectively, on the Effective Date of
the Agreement unless otherwise
indicated herein or in another valid
license granted by Adobe.
"Production Environment" means
Licensee's technical environment in
which Licensee uses the Program for its
business purposes.
"Pro means the Adobe software in
object code form only, and any related
printed or electronic documentation.
"Server" means a network server that
contains one or more
CPUs.
"Users" means any Individual who is
authorized by Licensee to access and
use the Program for Licensee's own
internal business purposes.
"Workstation" means a computer
workstation or personal computer that
allows the Program to only be accessed
by a single processor and that is not
used as a network server.
2. Grant of License
In consideration of the payment of the
license fee for the
Program, subject to the terms of this
Agreement, Adobe grants to Licensee a
non-exclusive, non-transferable,
limited and restricted license to use
the Program for Licensee's own internal
business purposes as described in this
Section 2. Some third-party materials
included with the Program may be
subject to other terms and conditions,
which are typically found in a separate
license agreement, or a "Read Me" or
other file located in or near such
materials. In addition, for purposes of
clarification, certain Programs have
been renamed and are referenced herein
by both their current name and their
previous name (in parentheses). Each
such Program referenced by two names
shall be treated as a single Program
without regard to the name. References
to any such Program by either name in
this Agreement or the Program itself
shall be deemed a reference to one in
the same Program.
(a) If the Program is Adobe
Central Output Server (Adobe
Accelio Present Central) or Adobe
Central Pro Output Server (Adobe
Accelio Present Central Pro),
Licensee may (i) with respect to
a per-Server license, install the
Program on any number of Servers
provided that the total. number of
Servers on which the Program is
Installed does not exceed the
Permitted Number, or (ii) with
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 tne 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. It 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
Oracle& 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
TnTempo Designer or Adobe Workflow
Designer (Adobe Accelio Integrate
Designer), Licensee may Install and
Access the Program on any number of
Workstations provided that the total
number of Workstations on which the
Program is Installed does not exceed
the Permitted Number.
(g) If the Program is Adobe Accelio
Capture Handheld Client, Licensee may
Install and Access the Program on any
number of Workstations provided that
(i) the Workstations are handheld
personal computers and (ii) the total
number of Workstations on which the
Program is installed does not exceed
the Permitted Number.
(h) If the Program is Adobe Accelio
Integrate TnTempo or Adobe Workflow
Server (Adobe Accelic integrate Suite),
(i) when the Program is licensed on a
per-CPU basis, Licensee may Install and
Access each of the Agent and Web Access
components of the Program on any number
of Servers provided that the total
number of CPUs used to operate the
Program does not exceed the Permitted
Number; or (ii) when the Program is
licensed on a per-User basis, Licensee
may Install and Access each of the
Agent and Web Access components of the
Program provided that the total number
of Users with Access to the Program
does not exceed the Permitted Number.
(i) If the Program is Actional Control
Broker (Adobe Accelio Integrate EAT
Tools) and Licensee has not otherwise
agreed to license terms for the
Program, Licensee may (i) Install the
Program on any number of Servers
provided that the total number of CPUs
on which the Program operates does not
exceed the Permitted Number, and (ii)
Access the Program only in conjunction
with a validly licensed Adobe software
product.
(j) If the Program is a Development
Environment version of any Program,
Licensee may Install and use the
Program only in Licensee's Development
Environment and only on one of the
following, as applicable: (i) with
respect to a per Workstation license,
Licensee may Install and Access the
Program on any number of Workstations
(or on a single server) provided that
the total number of Workstations on
which the Program is Installed (or that
have access to the Server on which the
Program is Installed) does not exceed
the Permitted Number; or (ii) with
respect to a per-Server license,
Licensee may Install and Access the
Program on a single Server provided
that the total number of Servers or
Workstations that Access the Program or
its output does not exceed the
Permitted Number. In addition, with
respect to Development Environment
versions of Adobe Output Pak for Oracle
E-Business Suite (Adobe Accelio Present
Output Pak for Oracle E-Business Suite)
and Adobe Output Pak for mySAP.com
(Adobe Accelio Present Output Pak for
mySAP.com), the license granted for
Adobe Central Pro output Server (Adobe
Accelio Present Central Pro) product
included with such Programs shall also
be deemed a Development Environment
license.
(k) Licensee may make one (1)
additional copy of the Program in
machine readable form for backup
purposes only, provided Licensee
include any and all Adobe copyright
notices or other designations that
appear or may appear in or on the
Program, without alteration or removal
of any such copyright or other notice
on the original copy of the Program.
(1) Licensee may Install and use the
Program within Licensee's Disaster
Recovery Environment, provided that
such use is not for any purpose other
than disaster recovery. For greater
clarity, without limitation, Licensee
may not use the Program within
Licensee's Disaster Recovery
Environment for production, pilot or
testing purposes, other than to ensure
that the Program within Licensee's
Disaster Recovery Environment is
capable of replacing the primary usage
of the Program within Licensee's
Production and/or Development
Environment in the event of a disaster.
(m) Where a Program is not specifically
mentioned in this Section 2, the
license granted to the applicable
Program shall be for a single
Workstation only. Notwithstanding the
foregoing, where the Permitted Number
for a license granted to a particular
Program is indicated within an
applicable purchase order issued by
Licensee to Adobe, or in any other
documentation employed by or on behalf
of either party in connection with the
subject matter of this Agreement, then
upon acceptance of such purchase order
or other documentation by the other
party, such purchase order or
documentation shall be determinative of
the Permitted Number with respect to
the Programs licensed hereunder. For
greater certainty, no terms or
conditions from any such purchase order
or other document, other than those
identifying the Products and the
Permitted Number, shall be of any force
and effect, in accordance with Section
14.
(n) Where Adobe has agreed to license
the Program to Licensee on the basis of
Locations, Licensee will be licensed to
use the Program, subject to the terms
of this Agreement, at the Locations as
they exist at the Effective Date_
Should the character of any of the
Locations (including, but not limited.
to, processing performed at the
Location or number of employees working
at such Location) materially change in
Adobe's opinion acting reasonably,
Licensee shall seek Adobe's written
consent prior to allowing such
altered/new Location(s) to access and
use the Program.
(o) where a user is not an employee of
Licensee, (i) Licensee shall be
responsible for ensuring that any such
User fully complies with the terms of
this Agreement as they relate to the
use of the Program on the same basis as
applies to Licensee; (ii) use by such
User shall only be in relation to
Licensee's internal business purposes
as restricted herein; and (iii)
Licensee shall remain fully liable for
any and all acts or omissions by such
User, related to this Agreement.
(p) If font software is included with
the Program, Licensee may install the
font software only on the Server or
Workstation on which Licensee also
Installs the Program accompanying it,
and use the font software for any
purpose provided that rights to embed
the font software into electronic files
is limited as follows: (i) Licensee may
embed the font software, or outlines of
the font software, for the Swiss
Italic, Swiss Bold and Swiss Bold
Italic fonts into electronic documents
for the purpose of printing and viewing
only, and (ii) Licensee may embed the
font software, or outlines of the font
software, for the rest of the fonts
included with the Program into
electronic documents for the purpose of
printing, viewing and editing only.
3. Exclusions
Except as expressly authorized under
this Agreement, Licensee is prohibited
from doing any of the following things
to the fullest extent permitted by law
(a) sublease, lease, assign,
sell, resell, license, re-
license, distribute, rent,
export, re-export, permit
concurrent use of or grant other
rights in the Program;
(b) provide use of the Program
in a computer service business,
third party outsourcing facility
or service, service bureau
arrangement, network, or time
sharing to users who are not
properly licensed by Adobe;
(c) transfer this Agreement or
any license to use the Program;
(d) translate, reverse engineer,
modify, adapt, create derivative
works, decompile, merge, separate
or disassemble any part of the
Program;
(e) if the Program is a
Development Environment version
of the Program, use the Program
in any other environment except
Licensee's Development
Environment (i.e. where the
Program is a Development
Environment version, the Program
shall not be used in a Production
Environment);
(f) if the Program is Adobe
Accelio Present Classic Design,
Adobe Output Designer (Adobe
Accelio Present Output Designer),
Adobe Form Designer ,Adobe
Accelio Capture Designer), Adobe
Workflow Designer (Adobe Accelio
.Integrate Designer) or Adobe
Accelio Integrate In Tempo
Designer, use the forms, applets,
process maps or roles sets
created using the Program except
with Adobe solutions properly
licensed to Licensee;
(g) if the Program is Actional
Control Broker (Adobe Accelio
Integrate EAT Tools), transfer
the Program to a computer
different from the computer to
which the Program was originally
node locked.
4. Ownership
The Program is licensed, not sold. All
intellectual property rights, including
all copyrights and patent rights i n
and to the Program shall, at all times,
remain with Adobe or its licensors.
Licensee shall acquire no right
whatsoever to all or any part of the
Program except the right to use the
Program in accordance with the terms of
this Agreement and Adobe and its
licensors reserve all rights not
expressly granted to Licensee. Physical
copies of the Program remain the
property of Adobe. Licensee must fully
reproduce any copyright or other notice
marked on any part of the Program on
all authorized copies and must not
alter or remove any such copyright or
other notice.
5. Audit
Adobe may, at its expense, appoint an
independent third party to audit no
more than once annually the number of
copies of the Program in use by
Licensee or its Contracting Party
(ies). Any such audit shall be
conducted during regular business hours
at Licensee's offices and shall not
unreasonably interfere with Licensee's
business activities. If such audit
shows that Licensee is using a greater
number of copies of the Program than
that indicated herein, Licensee shall
pay the applicable fees for such
additional copies within thirty (30)
days of invoice, with such underpaid
fees being the license fees as per
Adobe's then current, country specific,
price list. If underpaid fees are in
excess of five percent (5 4 k) of the
value of the fees paid under this
Agreement, then Licensee shall pay such
underpaid fees and Adobe's reasonable
costs of conducting the audit.
6. Limited Warranty
Licensee is entitled to Adobe's 90 -Day
Free Warranty from the date that
Licensee acquired Licensee's copy of
the Program. For the period ending
ninety (90) days from the date Licensee
acquires the Program, Adobe warrants
that: (a) the media on which Adobe has
supplied the Program are not defective
and the Program is properly recorded on
them; (b) any users manuals, whether in
electronic or paper media, provided by
Adobe with the Program are
substantially complete; and (c) the
Program functions substantially as
described in the accompanying users
manuals. Notice of breach of the 90 -Day
Free Warranty must be received within
the warranty period. Licensee's sole
and exclusive remedy under this limited
warranty and Adobe's sole obligation is
to return the Program for replacement
within the warranty period, and if the
problem persists following such
replacement to require a full refund of
license fees paid hereunder provided
Licensee purges all copies of the
Program and related materials from all
computer systems on which it was stored
and returns to Adobe all physical
copies of the Program and related
materials. Adobe shall have no
responsibility for the Program and this
warranty shall be void if (a) the
Program has been altered in any way;
(b) the media has been damaged by
accident, abuse or misapplication; (c)
the problem arises out of use of the
Program other than as intended as set
out in the user manual; or (d) the
problem arises out of use of the
Program in conjunction with software or
hardware for which it is not intended
to be used as set out in the user
manual. THE WARRANTIES IN THIS
AGREEMENT GIVE LICENSEE SPECIFIC LEGAL
RIGHTS. LICENSEE MAY HAVE OTHER RIGHTS,
WHICH VARY FROM JURISDICTION TO
JURISDICTION.
7. Disclaimer
THE FOREGOING LIMITED WARRANTY STATES
THE SOLE AND EXCLUSIVE REMEDIES FOR
ADOBE'S OR ITS SUPPLIER'S BREACH OF
WARRANTY. ADOBE AND ITS SUPPLIERS DO
NOT AND CANNOT WARRANT THE PERFORMANCE
OR RESULTS LICENSEE MAY OBTAIN BY USING
THE SOFTWARE. EXCEPT FOR THE FOREGOING
LIMITED WARRANTY, AND FOR ANY WARRANTY,
CONDITION, REPRESENTATION OR TERM TO
THE EXTENT TO WHICH THE SAME CANNOT OR
MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE TO LICENSEE IN LICENSEE'S
JURISDICTION, ADOBE AND ITS SUPPLIERS
MAKE NO WARRANTIES, CONDITIONS,
REPRESENTATIONS OR TERMS, EXPRESS OR
IMPLIED, WHETHER BY STATUTE, COMMON
LAW, CUSTOM, USAGE OR OTHERWISE AS TO
ANY OTHER MATTERS, INCLUDING BUT NOT
LIMITED TO NONINFRINGEMENT OF THIRD
PARTY RIGHTS, INTEGRATION, SATISFACTORY
QUALITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. NO ADOBE AGENT,
REPRESENTATIVE, OR DEALER IS AUTHORIZED
TO MODIFY, EXTEND OR ADD TO THIS
WARRANTY ON BEHALF OF ADOBE. The
provisions of Section 7 and Section 8
shall survive the termination of this
Agreement, howsoever caused, but this
shall not imply or create any continued
right to use the Program after
termination of this Agreement.
8. Limitation of Liability
THE ENTIRE RISK, AS TO THE RESULTS AND
PERFORMANCE OF THE PROGRAM, IS ASSUMED
BY LICENSEE. TO THE GREATEST EXTENT
PERMISSIBLE BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, TORT (INCLUDING STRICT
LIABILITY AND NEGLIGENCE), CONTRACT OR
OTHERWISE, SHALL ADOBE, ITS AGENTS,
REPRESENTATIVES OR LICENSORS BE LIABLE
TO LICENSEE OR ANY OTHER PERSON OR
ENTITY FOR ANY LOSS OF USE, REVENUE OR
PROFIT, LOST OR DAMAGED DATA, OR OTHER
COMMERCIAL OR ECONOMIC LOSS OR FOR ANY
INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES WHATSOEVER, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR IF
SUCH DAMAGES ARE FORESEEABLE. THE
MAXIMUM AGGREGATE LIABILITY OF ADOBE
AND ITS AGENTS, REPRESENTATIVES AND
LICENSORS IN ANY CONNECTION WITH THIS
AGREEMENT OR THE PROGRAM, WHETHER IN
TORT (INCLUDING STRICT LIABILITY AND
NEGLIGENCE), CONTRACT OR OTHERWISE
SHALL NOT EXCEED THE LICENSE FEES PAID
BY LICENSEE TO ADOBE UNDER THIS
AGREEMENT. THIS LIMITATION SHALL APPLY
EVEN IN THE EVENT OF A FUNDAMENTAL
BREACH OR A BREACH OF THE FUNDAMENTAL
TERMS OF THIS AGREEMENT.
9. Term
Subject to the terms and conditions of
this Agreement, the license granted
under this Agreement shall remain in
effect until Licensee ceases all use of
the Program and provides written notice
to Adobe of same. Adobe may terminate
this Agreement due to Licensee's
failure to comply with any of the
provisions of this Agreement if after
thirty (30) days written notice such
failure remains uncured. Upon
termination by Licensee or Adobe,
Licensee agrees to promptly purge all
copies of the Program from all computer
systems on which it was stored, return
to Adobe all physical copies of the
Program and any other confidential
information, and make immediate payment
of any outstanding fees owed to Adobe.
10. U.S. Government End Users
Notice to U.S. Government End Users.
The Program and documentation are
"Commercial Item(s)," as that term is
defined at 48 C.F.R. §2.101, consisting
of "Commercial Computer Software" and
"Commercial Computer Software
Documentation," as such terms are used
in 48 C.F.R. §12.212 or 48 C.F.R.
9227.7202, as applicable. Consistent
with 48 C.F.R. §12.212 or 48 C.F.R.
§ §227.7202 -1 through 227.7202 -4, as
applicable, the Commercial Computer
Software and Commercial Computer
Software Documentation are being
licensed to U.S. Government end users
(a) only as Commercial Items and (b)
with only those rights as are granted
to all other end users pursuant to the
terms and conditions herein.
Unpublished- rights reserved under the
copyright laws of the United States.
Adobe Systems Incorporated, 345 Park
Avenue, San Jose, CA 95110 -2704, USA.
U.S. Government Licensing of Adobe
Technology. Licensee agrees that when
licensing Adobe Program for acquisition
by the U.S. Government, or any
contractor therefore, Licensee will
license consistent with the policies
set forth in 48 C.F.R. §12.212 (for
civilian agencies) and 48 C.F.R. §5227 -
7202-1 and 227- 7202 -4 (for the
Department of Defense). For U.S.
Government End Users, Adobe agrees to
comply with all applicable equal
opportunity laws including, if
appropriate, the provisions of
Executive Order 11246, as amended,
Section 402 of the Vietnam Era Veterans
Readjustment Assistance Act of 1974 (38
USC 4212), and Section 503 of the
Rehabilitation Act of 1973, as amended,
and the regulations at 41 CFR Parts 60-
1 through 60 -60, 60 -250, and 60 -741.
The affirmative action clause and
regulations contained in the preceding
sentence shall be incorporated by
reference in this Agreement.
11. Export /Import Restrictions
Licensee represents and warrants that
(a) no relevant agency has suspended,
revoked or denied Licensee's export
and /or import privileges; (b) Licensee
is not located in or under the control
of a national or resident of, a
jurisdiction where this transaction is
prohibited; and (c) Licensee shall not,
in any manner whatsoever, either
remove, convey, export, import or
transmit the Program from or to
Licensee's jurisdiction in violation of
the applicable laws and regulations.
12. Governing Law
This Agreement, each transaction
entered into hereunder, and all matters
arising from or related to this
Agreement (including its validity and
interpretation) will be governed by and
construed and enforced in accordance
with the substantive laws in force in:
(a) the State of California, if a
license to the Program is purchased
when Licensee is in the United States,
Canada, or Mexico; or (b) Japan, if a
license to the Program is purchased
when Licensee is in Japan, China,
Korea, or other Southeast Asian country
where all official languages are
written in either an ideographic script
(e.g., hanzi, kanji, or hanja), and/or
other script based upon or similar in
structure to an ideographic script,
such as hangul or kana; or (c) Ireland,
if a license to the Program is
purchased when Licensee is in any other
jurisdiction not described above. This
Agreement will not be governed by: (i)
the principles of conflicts of law and
that body of law applicable to choice
of law; (ii) the United Nations
Convention on Contracts for the
International Sale of Goods, and/or its
implementing and/or successor
legislation and/or regulations; and/or
(iii) the Uniform Computer Information
Transactions Act and/or its
implementing and/or successor
legislation and/or regulations, as
applicable respectively. The respective
courts of Santa Clara County,
California when California law applies,
Tokyo District Court in Japan, when
Japanese law applies, and the competent
courts of Ireland, when the law of
Ireland applies, shall each have non-
exclusive exclusive jurisdiction over
all disputes relating to this
Agreement. Each party hereby agrees to
comply with all applicable laws,
regulations and government orders in
performing its obligations under this
Agreement.
13. Assignment & Sub-license
Licensee may not transfer or assign
this Agreement without the prior
written consent of Adobe, which shall
not be unreasonably withheld The parties
agree that Adobe is hereby entitled to
assign and/or transfer all or part of
its rights and obligations under this
Agreement to any third party.
Notwithstanding the foregoing, any
successor, representative or assignee
which shall succeed by purchase,
merger, or consolidation to the
properties, substantially as an
entirety, of Licensee shall be entitled
to the rights and shall be subject to
the obligations of its predecessor in
interest under this Agreement, provided
that such entity executes a prior
acknowledgement confirming such
entity's acceptance and agreement to be
bound by and comply with the terms of
this Agreement and Adobe receives such
written acknowledgement prior to the
transfer. Notwithstanding anything to
the contrary in this Agreement,
Licensee may sub - license the use of the
Program to a third party outsourcing or
facilities management contractor to
operate the Program on Licensee's
behalf, provided that (a) Adobe receive
prior written notice; (b) Licensee
shall be responsible for ensuring that
any such contractor fully complies with
the terms of this Agreement as they
relate to the use of the Program on the
same basis as applies to Licensee; (c)
such use is only in relation to
Licensee's internal business purposes
as restricted herein; (d) such use does
not represent or constitute an increase
in the number of licenses provided
hereunder; and (e) Licensee shall
remain fully liable for any and all
acts or omissions by the contractor,
related to this Agreement.
14. Entire Agreement
This Agreement is the entire agreement
between the parties with respect to its
subject matter and supersedes and
replaces all prior oral or written
agreements, representations,
negotiations or understandings between
the parties relating to such subject
matter. No change or modification to
this Agreement shall be valid unless it
is in writing and signed by an
authorized representative of each
party. Except as specifically permitted
in Section 2 hereof, no provisions in
any purchase orders, or in any other
documentation employed by or on behalf
of either party in connection this
Agreement, regardless of the date of
such documentation, will affect the
terms of this Agreement, even if such
document is accepted by the receiving
party, with such provisions being
deemed deleted.
15. Publication
Licensee consents to written and oral
disclosure by Adobe of its name as an
end user of the Adobe software and/or
services in a factual listing of Adobe
customers (with or without a list of
the category of software licensed by
Licensee) to he published within
marketing and promotional materials, in
presentations, on trade show signs and
materials, on its external Web site,
and to financial and industry analysts.
Adobe will seek Licensee's prior
written authorization for use of
Licensee's name for promotional
activities beyond the above-mentioned,
which may include press releases and
brochures, or descriptions of the
specific software and/or services
provided by Adobe.
19 WA 4 xra-r
No party will be deemed to have waived
the exercise of any right that it holds
under this Agreement unless such waiver
is made in writing. Failure or delay by
either party to exercise any of its
rights, powers or remedies hereunder
shall not constitute a waiver of those
rights, powers or remedies. The single
or partial exercise of a right, power
or remedy shall not prevent its
subsequent exercise or the exercise of
any other right, power or remedy.
17 Mzna-rAl
Neither party shall be responsible for
delays or failure of performance
resulting from acts beyond the
reasonable control of such party.
Should any provision or part of any
provision of this Agreement he found
void or unenforceable by a court of
competent jurisdiction, such provision,
or part thereof, shall be deemed
severed, and the remainder of this
Agreement shall remain in full force
and effect. The English version of this
Agreement shall be the version used
when interpreting or construing this
Agreement. The parties acknowledge and
agree that the limited warranty,
exclusive remedies and limited
liability set forth in this Agreement
are fundamental elements of the basis
of the bargain between Adobe and
Licensee, and that Adobe would not be
able to provide the Program on an
economic basis without such
limitations. The provisions within this
Agreement which are meant, by their
nature, to survive termination of this
Agreement shall survive such
termination, including, without
limitation, the ownership, limitation
of liability, governing law, entire
agreement, waiver and general sections
herein. Licensee acknowledges and
agrees that Adobe's licensors (and/or
Adobe if Licensee obtained the Program
from any party other than Adobe) are
third party beneficiaries of this
Agreement, with the right to enforce
the obligations set forth in this
Agreement. In this Agreement words
importing a singular number only shall
include the plural and vice versa. The
division of this Agreement into
sections and the insertion of headings
are for convenient reference only, and
shall affect neither the construction
nor the interpretation of this
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 TnTempo 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
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the Licensed Products, except and only to the extent applicable laws specifically prohibit
such restriction.
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.
.. W .
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.
Page 2
11. THE TOTAL AMOUNT CLIENT MAY RECOVER FOR ALL CLAIMS RELATIN*
TO THIS AGREEMENT a FOR T.
VO
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 Technologies, Inc. Client: City of Southlake
Title:
Name:
Title:
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Date:
Date:
Page 4
Exhibit 7
Client's Request for Proposals