R-12-12-20-H1 - 12/20/2012RESOLUTION NO. R-12-12-20-111
WHEREAS, the City has a need for technical services to license certain Financials, Human
Resource, and Payroll Administrative Software; and
and
WHEREAS, Tyler Technologies, Inc. has submitted an agreement to provide said services;
WHEREAS, the City Council desires to enter into said agreement with Tyler Technologies,
Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a "Software
as a Service" Agreement with Tyler Technologies, Inc., a copy of said agreement being attached hereto
as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 20th day of December, 2012. �^
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ALA MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
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SARA L. WHITE, City Clerk
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EXHIBIT
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CITY OF ROUND ROCK
"SOFTWARE AS A SERVICE" AGREEMENT
WITH TYLER TECHNOLOGIES, INC.
This "Software as a Service" agreement (hereinafter referred to as the "SaaS Agreement" or the
"Agreement") is made on the day of the month of , 20_ (hereinafter referred to
as the "Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices located
at 1 Cole Haan Drive, Yarmouth, Maine 04096 (hereinafter referred to as "Tyler") and the City of Round Rock,
Texas, a home -rule municipality with offices located at 221 East Main Street, Round Rock, Texas 78664
(hereinafter referred to as the "Client" or the "City").
WHEREAS Client desires to license certain Financials, Human Resource, and Payroll Administrative
Software (hereinafter referred to as the "System"); and
WHEREAS Tyler is in the business of providing the type of software Client intends to obtain; and
WHEREAS Client, by signature on this Agreement, is awarding Tyler the contract for furnishing,
delivering, installing, and implementing the specified System;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set
forth herein, which consideration is declared good and sufficient by both parties, Tyler and Client agree that
Tyler shall provide certain products and services, and Client shall pay the prices agreed therefor, in accordance
with the requirements and conditions set forth in this Agreement.
This Agreement consists of the following sections and exhibits, each of which is attached hereto and
incorporated by reference as though recited herein verbatim:
SECTION A:
Software License
SECTION B:
Professional Services
SECTION C:
Maintenance
SECTION D:
Third Party Products
SECTION E:
Software as a Service
SECTION F:
General Terms and Conditions
EXHIBIT 1: Investment Summary
EXHIBIT 2: Service Level Agreement
EXHIBIT 3: Support Call Process
EXHIBIT 4: Business Travel Policy Summary
EXHIBIT 5: Adobe End User License Agreement
EXHIBIT 6: Tyler's Written Proposal dated December 3, 2012, in response to City's Request for
Information
SECTION A: SOFTWARE LICENSE
1. Grant of License.
a) Upon the Effective Date hereof, Tyler hereby grants to Client a non-exclusive, non -transferable,
royalty -free, revocable license to use the Tyler software products set forth in the Investment
Summary attached hereto as Exhibit 1, along with related interfaces (collectively hereinafter
referred to as the "Tyler Software Products"), and additionally along with Tyler user guides
provided in or with the Tyler Software Products (hereinafter referred to as the "User Guides"),
all such software and materials to be used for Client's internal business purposes only, and all
such software and materials to be subject to the terms and conditions of this Agreement. This
grant of license is contingent upon Client remitting payment of fees as and when required under
this Agreement. TYLER HAS THE RIGHT TO REVOKE THIS LICENSE IF CLIENT
TERMINATES, CANCELS OR FAILS TO RENEW THIS SaaS AGREEMENT. TYLER
HAS THE RIGHT TO REVOKE THIS LICENSE IF CLIENT FAILS TO REMIT ANY
REQUIRED SaaS FEES IN ACCORDANCE WITH THIS AGREEMENT AND THE TEXAS
PROMPT PAYMENT ACT AS DELINEATED HEREIN, FOLLOWING THIRTY (30)
DAYS' WRITTEN NOTICE TO CLIENT OF TYLER'S INTENT TO REVOKE THE
LICENSE.
b) Tyler shall retain ownership of the Tyler Software Products and User Guides, including all
intellectual property rights in and to same. The Tyler Software Products are not licensed to
perform functions or processing for subdivisions or entities that were not disclosed to Tyler
prior to the Effective Date hereof.
c) Client acknowledges and agrees that the Tyler Software Products and User Guides are
proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall
use reasonable efforts to keep the Tyler Software Products and User Guides confidential and to
prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products
or User Guides by any party under City's authority or control.
d) The Tyler Software Products may not be modified by anyone other than Tyler. If an objective
determination is made that Client modified the Tyler Software Products without Tyler's prior
written consent, then Tyler's obligations to provide maintenance services on the Tyler Software
Products shall be voided, and the warranty for the Tyler Software Products shall be voided.
Client shall not perform de -compilation, disassembly, translation or other reverse engineering
on the Tyler Software Products.
e) Client may make copies of the Tyler Software Products for testing, disaster recovery, and
archive purposes only. Client shall repeat any and all proprietary notices on any copy of the
Tyler Software Products. Client may make copies of the Tyler User Guides for internal use
only.
f) In the event Client acquires from Tyler any edition of Tyler Content Manager software other
than Enterprise Edition, the license for Content Manger is restricted to use with Tyler
applications only. If Client wishes to use Tyler Content Management software with non -Tyler
applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition.
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 software fees set forth in the Investment Summary attached hereto as Exhibit 1.
3. Limited Warranty.
For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler Software Products to
substantially conform to the then -current Tyler User Guides and the functional descriptions of the Tyler
Software Products in Tyler's written proposal to Client. In the event of a substantive conflict between
those documents, the then -current Tyler User Guides will control. A Tyler Software Product is
"Defective" if it contains a Defect. For as long as this current SaaS Agreement is in effect, Tyler
warrants that the Tyler Software Products will not contain Defects. 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 Tyler's then -current support call process. Tyler's current support call
process is set forth herein in Exhibit 3.
4. Intellectual Propeny Infringement Indemnification.
a) Tyler's Obligations. Tyler shall defend and indemnify Client against any claim by an
unaffiliated third party that a Tyler Software Product, if used within the scope of this
Agreement, directly infringes that party's registered United States patent, copyright or
trademark issued and existing as of the Effective Date or as of the distribution date of a release
to the Tyler Software Product, and Tyler will promptly pay the amount of any resulting adverse
final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in
writing.
b) Client's Obligations. Tyler's obligations under this Section A/Subsection 4 are contingent upon
Client performing all of the following in connection with any claim as described herein:
Promptly notifying Tyler in writing of any such claim;
ii. Giving Tyler reasonable cooperation, information, and assistance in connection
with the claim; and
iii. Consenting to Tyler's sole control and authority with respect to the defense,
settlement or compromise of the claim.
c) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of
infringement or an adverse final judgment rendered by a court of competent jurisdiction results
from:
i. Client's use of a previous version of a Tyler Software Product, and the claim
would have been avoided had Client used the most -current version of the Tyler
Software Product made available to the Client;
ii. Client's combining the Tyler Software Product with devices or products not
provided or recommended by Tyler;
iii. Client's 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 made by Client to the
Tyler Software Product, and such correction, modification, alteration or
enhancement is determined by a court of competent jurisdiction to be a
contributing cause of the infringement;
V. Use of the Tyler Software Product by any person or entity other than Client or
Client's employees; or
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vi. Client's willful infringement, including Client's continued use of the infringing
Tyler Software Product after Client becomes aware that such infringing Tyler
Software Product is or is likely to become the subject of a claim hereunder.
d) Remedy.
In the event a Tyler Software Product is finally determined by a court of
competent jurisdiction to be infringing, and its use by Client is enjoined, Tyler
will at its election:
(a) Procure for Client the right to continue using the infringing Tyler Software
Product;
(b) Modify or replace the infringing Tyler Software Product so that it becomes
non -infringing; or, if Section A/Subsection 4(d)(i)(a) and Section A/Subsection
4(d)(i)(b) are not accomplished by Tyler:
(c) Terminate Client's license for the infringing Tyler Software Product and refund
to Client the SaaS fees paid for the infringing Tyler Software Product, as
depreciated on a straight-line basis over a three (3) year period commencing on
the Effective Date.
ii. The foregoing states Tyler's entire liability and Client's sole and exclusive
remedy with respect to the subject matter hereof.
SECTION B: PROFESSIONAL SERVICES
1. Services.
Tyler shall provide the services set forth in the Investment Summary at Client's election, including
consulting, training, conversion, and other miscellaneous services. Tyler will be available for a kick-off
meeting within forty-five (45) days of contract execution. The Project Plan for Phase I will be created
within thirty (30) days following the conclusion of the kick-off meeting. Tyler and Client shall schedule
status calls for the project to occur no less than once every two weeks.
2. Expenses.
Tyler will invoice Client for expenses in accordance with the then -current Tyler Business Travel Policy.
Copies of receipts will be promptly provided, on an exception basis, upon City's request at no charge.
An administrative fee of $25.00 per week of onsite services will be charged if Client requires receipts
for all non -per diem expenses. Receipts for mileage and miscellaneous items less than five dollars ($5)
shall not be required to be made available.
3. Additional Services.
a) Training and/or consulting services utilized in excess of those set forth in the Investment
Summary, and additional related services not set forth in the Investment Summary, will be
billed at Tyler's then -current rates for said services.
b) Programming and/or interface quotes are estimates based upon Tyler's understanding of the
specifications supplied by Client. In the event Client requires additional work performed above
the specifications provided, Tyler will submit to Client an amendment containing an estimate of
the charges for the additional work. Client will have thirty (30) calendar days from the date the
estimate is provided to approve the amendment. No additional work shall be undertaken or
performed by Tyler without the express prior written authorization of Client.
4. ERP System Acceptance.
a) Conditional Acceptance
Upon Tyler's notification to Client that Tyler has completed the installation of the any one or
more modules comprising the ERP System (such ERP System being comprised of the Tyler
Software Products licensed to Client pursuant to this Agreement), and that such Software
modules are ready for testing, Client shall begin testing such Software modules in a non-
production environment using mutually agreed-upon testing procedures to determine whether
each Software module meets, in all material respects, the applicable requirements and
warranties set forth in the Agreement, in the Project Plan and in such other criteria as are
mutually agreed-upon in writing. Client shall have up to forty-five (45) days to complete the
non -production testing for a Software module. After Client has completed such non -production
testing for a Software module that performs as provided for in this Agreement and the other
recited documents, Client shall notify Tyler in writing that "Conditional Acceptance" of such
Software module(s) has occurred. If Client and Tyler determine that a Software module does
not perform as provided for in this Agreement and the other recited documents, then Client shall
deliver to Tyler a report describing the discrepancies. Tyler shall correct the errors or defects
and Client may re -test the Software module(s), and at the end of such re -test the process
described in this Section B/Subsection 4(a) shall be repeated. This procedure shall continue
until Conditional Acceptance of the Software module(s) occurs. If Client and Tyler cannot
mutually agree on whether a Software module performs in accordance with the requirements of
this Agreement and the other recited documents, the dispute will first be taken up in a dispute
resolution process which the parties have mutually developed in accordance with Section
F/Subsection 6. Failing resolution, the parties may pursue remedies available to them pursuant
to this Agreement or at law or in equity.
b) Final Acceptance
Once Conditional Acceptance of each of the Software modules has occurred, Client will
determine a Go -Live Date and begin Live Testing the Software module in a production
environment. After Client has operated the Software module for up to seventy-five (75)
consecutive calendar days and there are no reported unresolved Priority 1 or Priority 2 issues
(for which there is no reasonable work -around that Client can use), Final Acceptance shall be
issued by Client. If the Priority 1 and/or Priority 2 issues are resolved within the last fifteen
(15) days of the seventy-five (75) day period, Client will have an additional fifteen (15) days of
Live Testing. Priority 1 and Priority 2 issues and their resolution procedures are defined in the
Support Call Process attached as Exhibit 3. Failure to materially adhere to these procedures by
Tyler may be interpreted by Client, at Client's reasonable discretion, as a "Failure of Live
Testing" as described in Section B/Subsection 4(c). The Go -Live Date may be adjusted by
mutual agreement of Client and Tyler, and such agreement shall not be unreasonably withheld
by either party. Go -Live Date and Final Acceptance shall occur by Phase.
c) Failure of Live Testing
If, after Live Testing, the ERP System and/or Software modules do not function in compliance
with the requirements and warranties of this Agreement, Client shall have the option, upon
notice to Tyler, to:
In the event of a Priority 1 issue, terminate the entire Agreement for cause in
accordance with the provisions hereof; or
ii. Accept the ERP System at its then -existing level of performance; or
iii. Permit the Live Testing to be further extended for such period as mutually
agreed upon by the parties in writing; or
iv. Accept those portions of the ERP System which pass the acceptance criteria
and require Tyler to correct the remaining portions, in which event Client shall
not be liable for any payments associated with the implementation of such
remaining portions until they have been Accepted; or
V. Pursue such remedies as may be available to Client at law or in equity.
Final Acceptance of the ERP System by the Client will not release Tyler from complying with
the warranties and maintenance requirements set forth in this Agreement.
5. Cancellation.
In the event Client cancels services less than two (2) weeks in advance of the mutually scheduled date of
services, Client is liable to Tyler for the following:
a) All non-refundable expenses incurred by Tyler on Client's behalf, and
b) Tyler's then -current daily fees charged to clients for such services, only if Tyler is
actually unable to re -assign its personnel.
6. Services Warranty.
Tyler warrants that it shall perform services in a professional, good and workmanlike manner, consistent
with industry standards. In the event Tyler provides services that do not conform to this warranty, Tyler
will re -perform the services at no additional cost to Client.
SECTION C: MAINTENANCE
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. Additional Charges.
Any maintenance services performed by Tyler for Client, at Client's express direction, which are not
covered by this SaaS Agreement, (see Limitations and Exclusions at Section C/Subsection 4), including
materials and expenses, will be billed to Client at Tyler's then -current rates.
3. Maintenance Services Terms and Conditions.
For as long as this SaaS Agreement is in place, Tyler shall:
a) In a professional, good and workmanlike manner, consistent with industry standards, perform
its obligations in accordance with Tyler's then -current support call process (Tyler's current
support call process is set forth herein in Exhibit 3), in order to conform the Tyler Software
Products to the applicable warranty under this Agreement. If there is an objective determination
that Client has modified the Tyler Software Products without Tyler's prior written consent,
Tyler's obligations to provide maintenance services on and to warrant the Tyler Software
Products will be void.
b) Provide telephone support on the Tyler Software Products. Tyler personnel shall accept
telephone calls during the hours delineated in the Support Call Process in Exhibit 3.
c) 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 Guides.
d) In order to provide maintenance services, maintain personnel that are appropriately trained to be
familiar with the Tyler Software Products.
e) Provide Client releases of the Tyler Software Products that Tyler makes generally available
without additional charge to customers possessing a current Tyler SaaS Agreement. If required
by Client, Third Party Products, Consulting and Training services related to the new releases
will be provided to Client at Tyler's then -current prices. 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) Support prior releases of the Tyler Software Products in accordance with Tyler's then -current
release life cycle policy.
4. Limitations and Exclusions.
Maintenance fees do not include installation or implementation of Tyler Software Products, onsite
support, application design, other consulting services, or support outside Tyler's normal business hours.
5. Access to Environment.
Client shall provide, at no charge to Tyler, full and free access to the Tyler Software Products hosted by
Tyler in order, when necessary, to provide maintenance services set forth herein.
SECTION D: THIRD PARTY PRODUCTS
1. Afzreement 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 System Software and Hardware delineated in the Investment
Summary (collectively, the "Third Party Products").
2. License of System Software.
a) Upon Client's payment in full of the System Software fees, Tyler shall grant to Client and
Client shall accept from Tyler a non-exclusive, nontransferable, non -assignable license to use
the System Software and related documentation for Client's internal business purposes, subject
to the terms and conditions set forth herein.
b) The developer of the System Software (singularly a "Developer," collectively "Developers")
shall retain ownership of the System Software.
c) The right to transfer the System Software to a replacement hardware system, if such System
Software is installed on Client -owned hardware, 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 System Software and related documentation are
proprietary to the Developer and have been developed as trade secrets at the Developer's
expense. Client shall use reasonable efforts to keep the System Software and related
documentation confidential and to prevent any misuse, unauthorized use, or unauthorized
disclosure of the System Software and related documentation by any party under City's
authority or control.
e) Client shall not perform de -compilation, disassembly, translation or other reverse engineering
on the System Software.
f) Client may make copies of the System Software if installed on Client hardware, but such copies
shall be for archive purposes only. Client shall repeat any and all proprietary notices on any
copy of the System Software. Client may make copies of the documentation accompanying the
System Software for internal use only.
3. Delive .
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 the Investment Summary, the Tyler Software Product installation fee includes
installation of the Third Party Products. Upon completion of installation, Client will obtain from Tyler a
certification of completion, or similar document, which will constitute Client's acceptance of the Third
Party Products. Such acceptance will be final and conclusive except for latent defect, fraud, and gross
mistake amounting to fraud.
5. Site Requirements.
Client shall provide a suitable on -premises environment, location and space for the installation and
operation of the Third Party Products being installed, 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 System Software.
b) Tyler warrants that each System Software product will be new and unused, and if Client fully
and faithfully performs each substantive obligation required of it under this Third Party Product
Agreement, Client's title or license to each System Software product will 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 maintenance services on the System Software through
Tyler, it will be the responsibility of Client to repair and maintain the System Software and
purchase enhancements as necessary after acceptance.
b) In the event Client elects to purchase maintenance services on the System Software through
Tyler, Tyler will facilitate resolution of a defect in a System Software product with the
Developer.
c) In the event the Developer charges a fee for future System Software release(s), Client will be
required to pay such fee.
8. Limitation of Liability with Regard to Third Party Products Only.
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, will
be limited to the License Fee/Purchase Price of the Third Party Products paid by Client. Such prices are
set in reliance upon this limitation of liability.
SECTION E: SOFTWARE AS A SERVICE
1. Term.
The term of this SaaS Agreement shall be January 1, 2013 through December 31, 2019 (the "Term").
2. Hosting.
Tyler shall host and make available to Client the Tyler Software Products listed in the Investment
Summary attached hereto as Exhibit 1.
3. Concurrent Users.
The SaaS Fees are based upon one hundred (100) concurrent users. Should the number of concurrent
users be exceeded on a consistent basis over a three (3) month period, Tyler shall supply Client with
written documentation evidencing the excess of concurrent users for that time period. Tyler reserves the
right to re -negotiate the SaaS Fees based upon any resulting changes in the pricing categories. A written
request to re -negotiate such SaaS Fees, due to the excess of concurrent users, shall be submitted to
Client, along with the documentation, with any increase in fees to take effect no sooner than one quarter
after such request is received. Self Service users are excluded from one hundred (100) concurrent user
totals.
4. Access to Products in Accordance with Service Level Agreement.
For as long as this SaaS Agreement is in effect, Tyler shall provide Client access to the Tyler Software
Products then -licensed by Client in accordance with Tyler's then -current Service Level Agreement. The
current Service Level Agreement is attached hereto as Exhibit 2.
5. Software Performance Resolution of Disputes.
Notwithstanding anything to the contrary contained herein, in the event of disputes pertaining to
performance levels, upon Tyler's failure to meet mutually agreed-upon performance levels for thirty
(30) calendar days, each party shall appoint an authorized representative to cooperate in developing a
mutually agreeable problem resolution plan which shall include a description of internal diagnostic
procedures. Tyler shall perform according to the problem resolution plan and shall be responsible for
updating any hardware on Tyler's site or taking additional action within Tyler's control to reach the
agreed-upon performance level.
In the event of a dispute between the parties under this Agreement pertaining to pecuniary damage or
losses, the matter shall be settled in accordance with Section F/Subsection 6.
6. The Client agrees to timely pay and Tyler agrees to accept from Client as payment in full the SaaS Fees
listed in the Investment Summary in Exhibit 1, and such payments on the part of City shall be made in
accordance with this Agreement and the Texas Prompt Payment Act. Client acknowledges that
continued access to the Tyler Software Products for itself and any Hosted Entities is contingent upon
Client's payments of SaaS Fees in accordance with this Agreement and the Texas Prompt Payment Act.
If Client fails to remit the SaaS Fees as required, Tyler shall have the right to terminate this Agreement
and deny access to the hosted applications for Client, only upon Tyler having given Client thirty (30)
days' prior written notice of Tyler's intent to terminate.
7. Prices include test, training, and production databases.
8. TCM SE hosting includes up to 50GB of storage. Should additional storage be needed, it may be
purchased as needed at an annual fee of $1,000 per 100GB with no total cap on storage.
SECTION F: GENERAL TERMS AND CONDITIONS
1. Taxes.
The fees set forth in the Investment Summary attached hereto as Exhibit 1 do not include any taxes,
including, without limitation, sales, use or excise tax. City is a tax-exempt entity, and shall provide
Tyler with City's tax-exempt certificate.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties delineated in this
Agreement, Client will provide written notice to Tyler within thirty (30) calendar days of
receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to
provide written clarification and details. Tyler will provide a written response to Client that will
include either a justification of the invoice or an adjustment to the invoice. Tyler and Client
will 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 will remit full payment of the invoice.
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b) Any invoice not disputed as described above will be deemed accepted by Client, and will be
paid in accordance with this Agreement and the Texas Prompt Payment Act. Tyler reserves the
right to suspend delivery of services in the event Client fails to pay undisputed invoices within
sixty (60) calendar days of receipt and Tyler reasonably believes that Client may not pay for any
services delivered thereafter.
3. Force Mature; Assistance by Client.
"Force Majeure" is defined as an event beyond the reasonable control of a party, including
governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints
affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause
which could not with reasonable diligence be foreseen, controlled or prevented by the party. 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 will not be allowed unless:
a) Within ten (10) business days of the occurrence of Force Majeure, the party whose performance
is delayed thereby provides 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 after the cessation of the Force Majeure event, the party whose
performance was delayed provides 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 will 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 will not relieve Client of its responsibility to pay for services
and goods provided to Client and allowable expenses incurred on behalf of Client prior to the effective
date of termination.
In addition, Client acknowledges that the implementation of the Tyler Software Products is a
cooperative process requiring the time and resources of Client personnel. Client shall, and shall cause
Client personnel to, use all reasonable efforts to cooperate with and assist Tyler as may be reasonably
required to meet the project deadlines and other milestones agreed to by the parties for implementation.
Tyler shall not be liable for failure to meet such deadlines and milestones when such failure is due to
Force Majeure (as defined above) or to the reasonably and objectively documented failure by Client
personnel to provide such cooperation and assistance (either through action or omission).
4. Indemnification & Limitation of Liability.
a) Tyler shall indemnify and hold harmless Client and its agents, officials and employees from and
against any and all direct claims, losses, liabilities, damages, costs and expenses (including
reasonable attorney's fees and costs) for personal injury or property damage arising from
Tyler's negligence or willful misconduct.
b) To the extent allowable by law, Client shall indemnify and hold harmless Tyler and its agents,
officials and employees from and against any and all direct claims, losses, liabilities, damages,
costs and expenses (including reasonable attorney's fees and costs) for personal injury or
property damage arising from Client's negligence or willful misconduct.
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c) Limitation of Liability. In no event shall Client be liable for special, indirect, incidental,
consequential or exemplary damages. 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 Tyler Software Products. In no event
shall Tyler be liable for damages in excess of amounts paid by Client for the SaaS Fees
identified in the Investment Summary attached hereto as Exhibit 1, and paid by Client. This
limitation applies to all causes of action in the aggregate, including without limitation breach of
warranty, negligence, strict liability and misrepresentation and other torts. The fees herein
reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as
set forth in this Agreement. The foregoing limitation of liability is not applicable to Third Party
Products.
5. Disclaimer.
THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS SaaS 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 TYLER.
6. Dispute Resolution.
The parties hereby expressly agree that no claims or disputes between the parties arising out of or
relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including
without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any
applicable state arbitration statute.
In the event of a claim or dispute arising under this Agreement, the parties agree to mutually develop
and pursue a dispute resolution process and will use reasonable efforts to efficiently address and resolve
the claim or dispute through such dispute resolution process. Failing resolution, the parties may pursue
remedies available to them pursuant to this Agreement or at law or in equity.
7. No Intended Third Party Beneficiaries.
This Agreement is entered into solely for the benefit of Tyler and Client. No third party will be deemed
a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any
right under this Agreement.
8. Governing Law.
This Agreement will be governed by and construed in accordance with the laws of Clients state of
domicile, that being Texas, and jurisdiction and venue for any action shall lie in Williamson County.
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.
12
10. Severability.
If any term or provision of this Agreement or the application thereof, to any extent, be held 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 will not be affected
thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent
permitted by law.
11. No Waiver.
In the event that the terms and conditions of this Agreement are not strictly enforced by Tyler or Client,
such non -enforcement shall not act as or be deemed to act as a waiver or modification of this
Agreement, nor shall such non -enforcement prevent Tyler or Client from enforcing each and every term
of this Agreement thereafter.
12. Multiple Originals and Si agn tures.
This Agreement may be executed in multiple originals, any of which shall be independently treated as
an original document.
13. Amendment.
This Agreement may only be modified by written amendment signed by authorized representatives of
both parties.
14. Non -Appropriation and Termination.
If Client should not appropriate or otherwise make available funds sufficient to pay the SaaS Fees for
the Tyler Software Products set forth in this Agreement, Client may unilaterally terminate this
Agreement only upon thirty (30) days' written notice to Tyler. Termination for non -appropriation does
not include the right to terminate this Agreement in order to obtain the same or similar services from a
different vendor.
Client may terminate this Agreement for convenience, or for cause in the event Tyler does not cure a
material breach of this Agreement within thirty (30) days of receiving notice of such breach from Client.
Upon any termination of this SaaS Agreement, Client shall pay Tyler for all services and products
delivered and expenses incurred prior to the date Tyler received Client's notice of termination.
Additionally, Client will be responsible for payment to any third parties for the purchase of Systems
software, or other third party software or hardware delivered to Client's site as of the date of termination
or cancellation. Upon evidence of Tyler's agreement, which agreement shall not be unreasonably
withheld, Client shall be entitled to have Tyler perform professional services related to migration to
another product. Such services, if performed, shall be at Tyler's then -current rates, and shall be
performed at such time as the parties may mutually agree.
Matters regarding disputes concerning payment for products, services and expenses shall be settled in
accordance with Section F/Subsection 6.
Upon termination by any party or method, Tyler will provide Client the client data then residing in the
Tyler -hosted environment. The data shall be provided in ASCII or such other format as may be
13
mutually agreed by the parties. Provided that Client gives at least ten (10) days' advance notice to
Tyler, a copy of such data will be provided no later than sixty (60) days prior to the Termination Date
and again seven (7) days after the Termination Date.
15. 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.
16. No Assignment.
Neither party may assign its rights and responsibilities under this Agreement without the other party's
prior written permission, and such permission shall not be unreasonably withheld, except that Tyler,
without receiving such prior written permission, may assign the award or the mutually negotiated
contract in its entirety to the surviving entity of any merger or consolidation or to any purchaser of
substantially all of Tyler's assets.
17. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their permitted
successors and assigns.
18. Notices.
All notices or communications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
a) Actually received;
b) Upon receipt by sender of a CM/RRR card, signed by an employee or agent of the
party;
C) Upon receipt by sender of proof of email delivery; or
d) 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
amendment to the other party.
Consequences 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:
To Tyler:
Tyler Technologies, Inc.
1 Cole Haan Drive
Yarmouth, ME 04096
Attention: Contracts Manager
14
To City:
City of Round Rock
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
and to:
City Attorney Stephan L. Sheets
309 East Main Street
Round Rock, TX 78664
19. 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.
20. 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.
21. 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 of private individuals and entities. Each party agrees that it shall 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 will survive the
termination or cancellation of this Agreement for a period of two (2) years. This obligation of
confidentiality will not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise, except by
breach of this Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
15
e) Is subject to the Public Information Act, Chapter 552 of the Texas Government Code
(hereinafter, the "Public Information Act"). Tyler expressly acknowledges its understanding
that City is subject to the Public Information Act, and its awareness and agreement that City
will respond to information requests in accordance with the Act. In accordance with the Public
Information Act, Client shall make a good faith effort to inform Tyler of any requests for Tyler
trade secret information, including without limitation, information in which Tyler holds a
proprietary interest.
22. 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 will
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 of a particular job or position, height, weight, marital status, or political affiliation.
23. Subcontractors.
Tyler shall not subcontract any services under this Agreement without Client's prior written permission,
and such permission shall not be unreasonably withheld.
24. Shipping.
Delivery will be F.O.B. destination.
25. 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 and will provide Tyler with the necessary paperwork and/or
contact information.
26. Tyler Forms Processing.
The Tyler Software Product "Tyler Forms Processing" must be used in conjunction with a Hewlett
Packard printer supported by Tyler for printing checks.
27. Electronic Payment.
Tyler prefers to receive payments electronically. Tyler's electronic payment information is as follows:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Beneficiary: Tyler Technologies Inc. — Operating
28. Optional Items.
Pricing for optional products and services shall be valid for twelve (12) months from the Effective Date.
16
29. Tyler Products and Services.
Client may purchase additional Tyler products and services at then -current list price, pursuant to the
terms of this Agreement, by executing a mutually agreed addendum.
30. Payment Terms.
a) Client shall pay undisputed invoices within thirty (30) calendar days of invoice receipt. The
foregoing notwithstanding, the parties expressly acknowledge that Client shall make payment in
accordance with the Texas Prompt Payment Act.
b) The total financial obligation of Client to Tyler for the software products and services listed in
the Investment Summary attached hereto as Exhibit 1 is the amount of $1,982,307.00, and shall
be paid as follows:
i. Hardware fees of $1,650.00 will be invoiced upon delivery of the Secure Signature
Hardware;
ii. Hardware fees of $14,435.00 will be invoiced upon delivery of the BMI Hardware;
iii. Unless otherwise indicated, fees for services, plus expenses, will be invoiced as
provided and/or incurred.
iv. VPN Device Installation Fee of $4,000.00 will be invoiced when provided.
v. Project Planning Services fee of $9,000.00 will be invoiced upon delivery of the Project
Plan.
vi. On or before the first day of the Term of this Agreement, and on or before the first day
of every third month thereafter through the end of the Term, Client will remit to Tyler
quarterly SaaS Fees in the amount of $60,111.50, for a projected seven-year total of
$1,683,122.00.
c) Prices do not include travel expenses incurred in accordance with Tyler's then -current Business
Travel Policy. Estimated travel expenses are delineated in the Investment Summary attached
hereto as Exhibit 1. Tyler's current Business Travel Policy is attached hereto as Exhibit 4.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth
below.
Tyler Technologies, Inc. City of Round Rock, Texas
ERP and Schools Division
i At
Name:
am
Title: Title:
Date: Date:
17
Exhibit I
Investment Summary
Annual Saas MUNIS Applications costs Software
Imp days
Conversion
Accounting/GL/BG/AP
$46,262
22
$12,300
Fixed Assets
$13,994
8
$5,500
Purchase Orders
$13,874
8
$3,000
Project and Grant Accounting
$10,520
6
$5,000
Requisitions
$9,834
10
Risk Management
$10,520
6
MUNIS Cash Management
$9,834
5
Contract Management
$6,348
4
BMI Asset Track Interface
$2,188
3
Pa roll w/ESS
$13,585
20
$18,800
HR Management
$6,660
8
Applicant Tracking
$3,174
4
Professional Development
$3,775
3
General Billing
$5,771
7
$9,800
Accounts Recievable
$12,720
13
Tyler Content Manager SE
$17,336
8
Role Tailored Dashboard
$9,546
7
MUNIS Office
$9,546
3
Tyler Reporting Services
$11,565
3
Tyler content Manager Auto Indexing and Redaction
$2,885
2
Tyler Content Manager Web License
$2,885
2
Business and Vendor Self Service
$9,834
1
Tyler Forms Processing
$7,790
0
Subtotals=Software, Imp Days, Conversion
$240,446
153
$54,400
One Time Year 1 Expenses:
Other Services
AP/PR Check Recon import
$1,000
AP Positive Pay Export Format
$3,000
P -Card Import Format W/encumbrances
$15,000
Project Planning Services
$9,000
PR Positive Pay Export Format
$3,000
System Admin & Security
$3,525
Tyler Forms Library - Financial/General Billing
$4,500
Tyler Forms Library- Payroll
$1,400
Tyler Forms Processing Configuration
$2,000
Tyler PO Distri bution - Level 4
$2,500
VPN Device
$4,000
Other Services Subtotal
$48,925
3rd Party Hardware,Software and Services
BMI PA600 Pocket AssetTra k
$2,295
BMI-AssetTrack-PPC for MUNIS (include Install feel
$6,500
BMI PA600 Pocket Tra ns Trak
$2,295
BMI Transtrak Fixed Asset Receiving System
$3,345
Tyler Secure Signature System with 2 Keys
$1,650
3rd Party Hardware,5oftware and Services Subtotal
$16,085
Services to be paild as incurred
Subtotal Implementation days =15301175
$179,775
Subtotal Data Conversions
$54,400
Services To be paid as Incurred Subtotal
$234,175
Total or Services to be Paid as Incurred -
$299,185
Year I
Year 2
Year 3 Year 4 Year s Year Year 7
Yearly Totals
$539,631
-'- $240,446
$240,4461 $240446 $240 446 $240446 $240,446
7 Year Total SaaSAnnual Fees only$1,683,122
7ota17 Year Cost less Expenses
$1198Z307
Total including Estimated Expenses
$2,061,867
Estimated Expenses:
Total Days
Ai rfare $750 X #days / 3 day stay
$38,250 153
Food =$70 perday
$10,710 153
Car =$75 per day
$11,475 153
Hotel =$125 perday
$19,125 153
Estimated Total Expense
$79,560
Conversion Detail
SaaS Annual Amount Service Days 01175
AC Opt 1- Actuals
$1,500
AC Opt 2 - Budgets
$1,500
AC Standard COA
$2,000
AP Opt 1 Checks
$2,000
Ap Opt 2Invoice
$3,500
AP Standard Master
$1,800
FA Opt 1 History
$2,000
FA Std Master
$3,500
GB Opt 1 Recurring Invoices
$3,500
GB Opt 2 Bills
$4,500
GB STD CI D
$1,800
PGA Standard
$2,000
PG Opt 1Actuals
$1,500
PG Opt 2 Budgets
$1,500
PR Payroll - Option 10 Certification
$1,400
PR Payroll - Option 11 Education
$1,400
PR Payroll - Option 1 Deductions
$1,800
PR Payroll - Option 2 Accrual Balances
$1,500
PR Payroll - Option 3 Accumulators -
$1,400
PR Payroll - Option 4 Check History
$1,200
PR Payroll - Option 5 Earning/Deduction Hist
$2,500
PR Payroll - Option 6Applicant Tracking
$1,400
PR Payroll - Option 7 PM Action History
$1,400
PR Payroll - Option 8 Position Control
$1,400
PR Payroll - Option 9 State Retirement Tables
$1,400
PR Payroll - Standard -
$2,000
Purchase Orders - Standard
$3,000
Total Conversions Costs
$54,400
Optional Items
Software
SaaS Annual Amount Service Days 01175
Conversion
Inventory Software
$13,941
8 $6,200
Citizens Self Service Software
$12,674
1
Standard Fuel Interface
$1,994
3
Work Orders/Fleet and Facilities
$17,426
25 $17,500
Tyler Incident Management
$12,674
10
Maplink GIS Software
$9,5051
1
Employee Expense Reimbursement
$5,1851
8
GASB 34 Report Writer
11
4
Detailed Conversion
In Option 1- Commodity Codes
$2,200
In Std Master
$4,000
WO Opt 1- Wrk Order Asset
$4,500
WO Opt 2 - Closed Wrk Order Hist No Cost Data
$6,500
WO Opt 3 - WO Hist with Cost Data
$6,500
Exhibit 2
Service Level Agreement
I. Agreement Overview
This Service Level Agreement ("SLA") operates in conjunction with, and does not supersede or replace any part
of, the SaaS Agreement.
This SLA outlines the information technology service levels that Tyler will provide to Client to ensure the
availability of the application services that the Client has contracted with Tyler to provide. All other Client
support services are documented in the Support Call Process exhibit to the SaaS Agreement.
II. Definitions
Attainment: The percentage of time a service is available during a billing cycle, with percentages rounded to the
nearest whole number.
Client Error Incident: Any service unavailability resulting from a Client's applications, content or equipment,
or the acts or omissions of any of Client's service users or Client's third -party providers over whom Tyler
exercises no control.
Defect: Any failure of the licensed software that is recognized as a "defect" under the agreement through which
Client licenses the Tyler software.
Downtime: Those minutes during which the software products set forth in the SaaS Agreement are not available
for any type of Client use. Downtime does not include those instances in which only a Defect is present.
Force Majeure: An event beyond the reasonable control of Tyler, including governmental action, war, riot or
civil commotion, fire, natural disaster, or any other cause which could not with reasonable diligence be
foreseen, controlled, or prevented by the party.
Service Availability: The total number of minutes in a billing cycle that a given service is capable of receiving,
processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force
Majeure.
III. Service Availability
The Service Availability of Tyler's applications is intended to be 24/7/365. Tyler sets Service Availability goals
and measures whether it has met those goals by tracking Attainment.
a. Client Responsibilities
Whenever a Client experiences Downtime, that Client must make a support call according to the procedures
outlined in the Support Call Process exhibit. The Client will receive a support incident number. To track
attainment, the Client must document, in writing, all Downtime that it has experienced during a billing cycle.
The Client must deliver such documentation to Tyler within 30 days of a billing cycle's end. The
documentation the Client provides must evidence the Downtime clearly and convincingly. It must include, for
example, the support incident number(s) and the date, time and duration of the Downtime(s).
b. Tyler Responsibilities
When Tyler's support team receives a call from a Client that a Downtime has occurred or is occurring, Tyler
will work with the Client to identify the cause of the Downtime (including whether it may be the result of a
Client Error Incident or Force Majeure). Tyler will also work with the Client to resume normal operations.
Upon timely receipt of a Client's Downtime report, outlined above in Section III(a), Tyler will compare that
report to Tyler's own outage logs and support tickets to confirm that a Downtime for which Tyler was
responsible indeed occurred. Tyler will respond to a Client's Downtime report within 30 day(s) of receipt. To
the extent Tyler has confirmed Downtime for which Tyler is responsible, Tyler will provide Client with the
relief set forth below.
c. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, Tyler will provide the affected Client
with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the
Client Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA will not exceed 5%
of the fee for any one billing cycle. Issuing of such credit does not relieve Tyler of its obligations under the
SaaS Agreement to correct the problem which created the service interruption. A correction may occur in the
billing cycle following the service interruption. In that circumstance, if service levels do not meet the
corresponding goal for that later billing cycle, Client's credits will be doubled.
Every billing cycle, Tyler will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply:
Client Relief Schedule
Targeted Attainment
Actual Attainment
Client Relief
100%
98-99%
Remedial action will be taken.
100%
95-97%
4% credit of fee for affected
billing cycle will be posted to
next billing cycle
100%
<95%
5% credit of fee for affected
billing cycle will be posted to
next billing cycle
A Client may request a report from Tyler that documents the preceding billing cycle's Service Availability,
Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and
Force Majeure.
Tyler performs maintenance during limited windows that are historically known to be reliably low -traffic times.
If and when maintenance is predicted to occur during periods of higher traffic, Tyler will provide advance notice
of those windows and will coordinate to the greatest extent possible with the Client.
V. Force Majeure
The Client will not hold Tyler responsible for meeting service levels outlined in this SLA to the extent any failure to
do so is caused by Force Majeure. In the event of Force Majeure, Tyler will file with the Client a signed request that
said failure be excused. That writing will at least include the essential details and circumstances supporting Tyler's
request for relief pursuant to this Section. The Client will not unreasonably withhold its acceptance of such a
request.
Exhibit 3
Support Call Process
Client Support
Tyler Technical Support Department for Munis®
Goal: To provide an effective support mechanism that will guarantee timely resolution to calls, resulting in
high-level client satisfaction.
Contact Us
Call Tyler's toll free number (800-772-2260) or log a support request online through the Tyler Client Portal
available at Tyler's Support Web site (www.iylertech.com).
Support Organization
Tyler's Technical Support Department for Munis is divided into multiple teams: Financials,
Payroll/HR/Pension, Tax/Other Revenue and Collections, Utility Billing and Collections, OS/DBA (Operating
System and Database Administration), and TylerForms and Reporting Services.
These "product -specific" teams allow support staff to focus on a group of products or services. A group of
specialists assigned to each team handle 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 ensures we provide
exceptional technical support to our clients. The Support Analysts are responsible for assisting the team with
clients' issues, and provide on-going team training. Technical Support Specialists are responsible for diagnosing
and resolving client issues in a timely and courteous manner.
Standard Support Hours
Applications
Hours
Financials
8:00am-9:00pm EST Monday -Friday*
Payroll/HR/Pension
8:00am-9:00pm EST Monday -Friday*
Tax/Other Revenue & Collections
8:00am-6:00pm EST Monday -Friday
Utility Billing & Collections
8:00am-8:00pm EST Monday -Friday
OS/DBA
8:00am-9:00pm EST Monday -Friday
TylerForms & Reporting Services
8:00am-5:00pm EST Monday -Friday
* Hours as of 1/1/2013
Focus on Incoming Rate
When you call Technical Support, your call is answered by a Support Technician, or is transferred into the
Support voice mail. Our goal is to capture 75% of our daily calls incoming, which means you will often start
working with a Support Specialist immediately upon calling Tyler. Tyler will respond to all Priority 1 calls
received in the same business day and will continue to work on the incident, after business hours if necessary,
until either a resolution or work -around is established or the parties reasonably agree to suspend discussion until
the beginning of the next business day.
Leaving Messages for Support
When leaving a message on the Support voice mail, ensure the following information is contained within the
message:
• Your full name (first name, last 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 (1, 2, 3, or 4)
• When you will be available for a return call (often Support will call back within an hour of receiving
your message)
Paging
All client questions are important to us. There may be times when you are experiencing a priority 1 critical issue
and all technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate
to press 0 to be redirected to the operator. The operator will page the team you need to contact. We ask that you
reserve this function for those times when Munis is down, or a mission critical application is down and you are
not able to reach a technician immediately.
Online Support
Some questions can be handled effectively by e-mail. Once registered as a user on Tyler's Support Web site at
www.tylertech.com, you can ask questions or report issues to Support through "Customer Tools". Tyler's Client
Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP
account, incident and survey data is available in real-time.
Your existing contact information defaults when you add a new Support incident. You will be asked for required
information including Incident Description, Priority, Product Group and Product Module. Unlimited work -note
text is available for you to describe the question or problem in detail, plus you can attach files or screenshots
that may be helpful to Support.
When a new incident is added, the incident number is presented on the screen, and you will receive an
automated e-mail response that includes the incident number. The new incident is routed to the appropriate
Technical Support Team queue for response. They will review your incident, research the item, and respond via
e-mail according to the priority of the incident. (See Priority Table)
Customer Relationship Management System
Every call or e-mail from you is logged into our Customer Relationship Management System and given a unique
call number. 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 and resolution. For
registered users on Tyler's Support Web site (www.tylertech.com), a list of calls is available real-time under the
Tyler Client Portal (TCP).
Call Numbers
Support's goal is to return clients' calls as soon as possible. If you are not available when we call back, we will
leave a message with the open call number on your voice mail or with a person in your office. 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 has been
determined that the issue can't be resolved during the initial call. The open call number lets you easily track and
reference specific open issues with Support.
Call Response Goals
Open
Call
Priority
Maximum number of days a
support call is open
Support managers and analysts
review open calls
1
Less than a day
Dail
2
10 Days or less
Every other day
3
30 Days or less
Weekly
4
60 Days or less
Weekly
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 (1, 2, 3, and 4) according to the client's needs/deadlines. 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. Tyler Support for Munis tracks responsiveness to priority 1, 2 and
3 calls each week. This measurement allows us to better evaluate overall client satisfaction.
Priority 1 Call — issue is critical to the client, the Munis application or process is down.
Priority 2 Call — issue is severe, but there is a work around the client can use.
Priority 3 Call — issue is a non -severe support call from the client.
Priority 4 Call — issue is non-critical for the client and they would like to work with Support as time permits.
Following Up on Open Calls
Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the
technician will give you an open call number to reference, and will confirm the priority of the incident.
If you want to follow up on an open call, simply call the appropriate Support Team and reference the call
number to the Technician who answers or leave this information in your message. Referencing the open call
number allows anyone in support to quickly follow up on the issue. You can also update the incident through
TCP on Tyler's Web site (www.tylertech.com) and add a note requesting follow-up.
Escalating a Support Call
If the situation to be addressed by your open call has changed and you need to have the call priority adjusted,
please call the appropriate Support Team and ask to be connected to the assigned technician. If that technician is
unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support
Team Manager. If you feel you are not receiving the service you need, please call the appropriate Product
Manager and provide them with the open call number for which you need assistance. The Product Manager will
follow up on your open issue and determine the necessary action to meet your needs.
Technical Support Product Managers:
Financials Team Michelle Madore (X4483)
(michelle.madore@tylertech.com)
PayrolUHR/Pension Team Sonja Johnson (sonja.johnson@tylertech.com) (X4157)
Tax/Other Revenue/Utility Billing Steven Jones (steven.jones@tylertech.com) (X4255)
Team
OS/DBA Team Ben King (ben.king@tylertech.com) (X5464)
TylerForms & Reporting Services Michele Violette (michele.violette@tylertech.com) (X4381)
If you are unable to reach the Product Manager, please call CJ McCarron, Vice President of Technical Support
at 800-772-2260, ext. 4124 (ci.mccarron(2tylertech.com).
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
Munis Internet Updater (MIU): Allows you to download and install critical and high priority fixes as soon as
they become available.
Release Admin Console: Allows you to monitor and track the availability of all development activity for a
particular release; right from inside Munis.
Knowledgebase: A fully searchable depository of thousands of documents related to Munis processing,
procedures, release info, helpful hints, etc.
Remote Support Tool
Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist you
with a question. GoToAssist® shares your desktop via the Internet to provide you with virtual on-site support.
The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128 -bit, end-to-
end AES encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose
problems, or assist you with screen navigation.
At the end of each GoToAssist session, 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 in order to continually improve our
Support services.
E-mail Registration
Clients can go to our Web site and register for e-mail "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. The survey information allows you to update your registration at any time, and you may
unregister for one or more distribution lists at any time.
Tyler Web site
Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to
"Customer Tools" and other information such as online documentation, user forums, group training
schedule/sign-up, and annual user conference updates/registration.
Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support incidents
via the Tyler Client Portal. The frequency of these updates is determined by issue priority.
Priority 1 Incidents
— Daily updates (only if phone contact is not possible)
Priority 2 Incidents
— Weekly Updates
Priority 3 Incidents
— Bi -weekly Updates
Priority 4 Incidents
— Bi -weekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been completed or
when there is pertinent information to share.
Exhibit 4
Business Travel Policy Summary
Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two
hours before or after the requested departure time, assuming that flight does not add more than three
hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical
fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within
two hours before or after the requested departure time and that does not add more than three hours to the
employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make reservations far enough in advance to take full advantage of discount
opportunities. A seven day advance booking requirement is mandatory. When booking less than seven
days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six
hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on the trip duration as follows:
• Up to five days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
Ground Transportation
A. Private Automobile
Mileage Allowance -Business use of an employee's private automobile will be reimbursed at the current
IRS allowable rate, 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.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the
specific situation require their use. When renting a car for Tyler business, employees should select a "mid-
size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling
together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on the rental
agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from
airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a
reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included
in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as
opposed to hours. Park and fly options located near some airports may also be used. For extended trips that
would result in excessive parking charges, public transportation to/from the airport should be considered.
Tolls will be reimbursed when receipts are presented.
Lodging
Tyler's TMC 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 Courtyard, Fairfield Inn,
Hampton Inn and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel
reservation should note that discount and the employee should confirm the lower rate with the hotel upon
arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that
the employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's
cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per diem
rates published by the General Services Administration. Incidental expenses include tips to maids, hotel
staff, and shuttle drivers and other minor travel expenses. Per diem rates range from $46 to $71. A
complete listing is available at www.gsa.gov/perdiem.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are
governed as set forth below.
Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m
Return after 7:00* p.m.
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as
follows:
• Breakfast 15%
• Lunch 25%
• Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles 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 7:00* p.m.
*7:00 is defined as direct travel time and does not include time taken to stop for dinner
Entertainment
All entertainment expenses must have a business purpose; a business discussion must occur either before,
after or during the event in order to qualify for reimbursement. The highest-ranking employee present at the
meal must pay for and submit entertainment expenses. An employee who submits an entertainment
expense for a meal or participates in a meal submitted by another employee cannot claim a per diem for that
same meal.
6. Internet Access — Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed
internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's
hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at
airports are not reimbursable.
Effective Date: April 1, 2012
Exhibit 5
Adobe End User License Agreement
ADOBE SYSTEMS INCORPORATED
ADOBE CENTRAL OUTPUT SOFTWARE
Software License Agreement
NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS INSTALLATION AND USE OF THE
ADOBE SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. INSTALLATION
AND USE OF THE SOFTWARE IS NOT PERMITTED UNLESS ADOBE HAS GRANTED LICENSEE THE
RIGHT TO DO SO AS SEPARATELY PROVIDED IN WRITING BY ADOBE. LICENSEE AGREES THAT
THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE.
BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN
ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR
USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT
INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM
INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON
ANOTHER PERSON'S OR ENTITY'S BEHALF.
LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND
CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR
SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
Definitions
1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose,
California 95110, if subsection 9(a) of this Agreement applies; otherwise it means Adobe Systems Software
Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Saggart, Dublin 24, Ireland, a company organized
under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
1.2 "Authorized Users" means employees and individual contractors (i.e., temporary employees) of
Licensee.
1.3 "Computer" means one or more central processing units ("CPU") in a hardware device (including
hardware devices accessed by multiple users through a network ("Server")) that accepts information in digital or
similar form and manipulates it for a specific result based on a sequence of instructions.
1.4 "Deliver" means to transmit data directly or indirectly over a network to a printing device or any other
device for the purpose of printing.
1.5 "Development Software" means Software licensed for use in a technical environment solely for internal
development and testing and not for use as Production Software.
1.6 "Disaster Recovery Environment" means Licensee's technical environment designed solely to allow
Licensee to respond to an interruption in service due to an event beyond Licensee's control that creates an
inability on Licensee's part to provide critical business functions for a material period of time.
1.7 "Documentation" means the user manuals and/or technical publications as applicable, relating to
installation, use and administration of the Software.
1.8 "Internal Network" means Licensee's private, proprietary network resource accessible only by
Authorized Users. "Internal Network" specifically excludes the Internet (as such term is commonly defined) or
any other network community open to the public, including membership or subscription driven groups,
associations or similar organizations. Connection by secure links such as VPN or dial up to Licensee's Internal
Network for the purpose of allowing Authorized Users to use the Software should be deemed use over an
Internal Network.
1.9 "License Metric" means each of the per-unit metrics used by Adobe in connection with the licensed
quantities identified as separately provided in writing by Adobe to describe the scope of Licensee's right to use
the Software. One or more of the following types of License Metrics applies to each Software Product as further
provided herein:
(a) Per -Computer. Licensee may install and use the Adobe Output Designer software on no more than the
licensed number of Computers.
(b) Per -User. The total number of Authorized Users that directly or indirectly request or receive content
that has been processed by the Software may not exceed the licensed quantity of users.
(c) Per -Server. The total number of Servers on which the Software is installed may not exceed the licensed
quantity of Servers.
1.10 "Location" means a specific building or physical location as identified by its unique street address.
1.11 "Production Software" means Software licensed for productive business use.
1.12 "SDK Components" means the sample software code, application programming interface, header files
and related information, and the file format specifications, if any, included as part of the Software as described
in the Documentation or a "Read Me" file accompanying the applicable Software.
1.13 "Software" means the object code version of the software program(s) specified in a separate written
agreement signed by Adobe, including all Documentation and other materials provided by Adobe to Licensee
under this Agreement. The term "Software Product" may also be used to indicate a particular product, and
otherwise has the same meaning as Software.
2. License. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual,
non-exclusive license to install and use the Software delivered hereunder according to the terms and conditions
of this Agreement, on Computers connected to Licensee's Internal Network, on the licensed platforms and
configurations, in the manner and for the purposes described in the Documentation. The following additional
terms also apply to Licensee's use of the Software.
2.1 License Metric. Licensee's right to install and use the Software is limited based on whether the
Software is licensed as Production Software or Development Software (as separately provided in writing by
Adobe) and the License Metrics applicable to the particular Software Products licensed (as separately provided
in writing by Adobe) and subject to the terms in Section 3, unless Licensee has licensed the Software for
evaluation purposes, in which case the terms of Section 4 apply.
2.2 SDK Components. Licensee's Authorized Users may install and use the SDK Components for purposes
of facilitating use of the Software in accordance with this Agreement. Licensee agrees that Licensee will treat
the API Information with the same degree of care to prevent unauthorized disclosure to anyone other than
Authorized Users as Licensee accords to Licensee's own confidential information, but in no event less than
reasonable care. Licensee's obligations under this Section 2.2 with respect to the API Information shall terminate
when Licensee can document that the API Information was in the public domain at or subsequent to the time it
was communicated to Licensee by Adobe through no fault of Licensee's. Licensee may also disclose the API
Information in response to a valid order by a court or other governmental body, when otherwise required by law,
or when necessary to establish the rights of either party under this Agreement, provided Licensee gives Adobe
advance written notice thereof.
2.3 Backup and Disaster Recover. Licensee may make and install a reasonable number of copies of the
Software for backup and archival purposes and use such copies solely in the event that the primary copy has
failed or is destroyed, but in no event may Licensee use such copies concurrently with Production Software or
Development Software. Licensee may also install copies of the Software in a Disaster Recovery Environment
for use solely in disaster recovery and nor for production, development, evaluation or testing purposes other than
to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster.
2.4 Documentation. Licensee may make copies of the Documentation for use by Authorized Users in
connection with use of the Software in accordance with this Agreement, but no more than the amount
reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same
copyright and other proprietary notices that appear on or in the Documentation.
2.5 Outsourcing. Licensee may sub -license use of the Software to a third party outsourcing or facilities
management contractor to operate the Software on Licensee's behalf, provided that (a) Licensee provides Adobe
with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and
fully complies with the terms of this Agreement as they relate to the use of the Software on the same basis as
applies to Licensee; (c) such use is only in relation to Licensee's direct beneficial business purposes as restricted
herein; (d) such use does not represent or constitute an increase in the scope or 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.
2.6 Font Software. If the Software includes font software, then Licensee may (a) use the font software on
Licensee's Computers in connection with Licensee's use of the Software as permitted under this Agreement; (b)
output such font software on any output devices connected to Licensee's Computers; (c) convert and install the
font software into another format for use in other environments provided that use of the converted font software
may not be distributed or transferred for any purpose except in accordance with the transfer section in this
Agreement; and (d) embed copies of the font software into Licensee's electronic documents for the purpose of
printing and viewing the document, provided that if the font software Licensee is embedding is identified as
"licensed for editable embedding" on Adobe's website at
http://www.adobe.com/type/browser/legal/embeddingeula.html, Licensee may also embed copies of that font
software for the additional limited purpose of editing Licensee's electronic documents.
2.7 Restrictions
(a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or translate the
Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the
extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessary to
render the Software interoperable with other software; provided, however, that Licensee must first request such
information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or
impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's
and its suppliers' proprietary rights in the source code for the Software are protected.
(b) No Unbundling. The Software may include various applications, utilities and components, may support
multiple platforms and languages and may be provided to Licensee on multiple media or in multiple copies.
Nonetheless, the Software is designed and provided to Licensee as a single product to be used as a single
product on Computers and platforms as permitted herein. Licensee is not required to use all component parts of
the Software, but Licensee shall not unbundle the component parts of the Software for use on different
Computers. Licensee shall not unbundle or repackage the Software for distribution, transfer or resale.
(c) No Transfer. Licensee shall not sublicense, assign or transfer the Software or Licensee's rights in the
Software, or authorize any portion of the Software to be copied onto or accessed from another individual's or
entity's Computer except as may be explicitly provided in this Agreement. Notwithstanding anything to the
contrary in this Section 2.7(c), Licensee may transfer copies of the Software installed on one of Licensee's
Computers to another one of Licensee's Computers provided that the resulting installation and use of the
Software is in accordance with the terms of this Agreement and does not cause Licensee to exceed Licensee's
right to use the Software under this Agreement.
(d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (i)
using the Software on behalf of third parties; (ii) renting, leasing, lending or granting other rights in the Software
including rights on a membership or subscription basis; and (iii) providing use of the Software in a computer
service business, third party outsourcing facility or service, service bureau arrangement, network, or time
sharing basis.
(e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported into any
country or used in any manner prohibited by the United States Export Administration Act or any other export
laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an
export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of,
or located within, an embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan, Libya, Cuba
and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the
Software. All rights to install and use the Software are granted on condition that such rights are forfeited if
Licensee fails to comply with the terms of this Agreement.
License Metrics and Limitations.
3.1 Adobe Central Output Server. If Licensee has licensed Adobe Central Output Server as Production
Software or Development Software (as separately provided in writing by Adobe), then Adobe grants Licensee a
license to install and use Adobe Central Output Server on a Per -Server basis, provided that Licensee is not
permitted to Deliver output from the Production Software to more than ten (10) Locations per licensed Server.
3.2 Adobe Central Pro Output Server. If Licensee has licensed Adobe Central Pro Output Server, then
Adobe grants Licensee a license to install and use Adobe Central Pro Output Server either (a) as Production
Software on a Per -Server or Per -User basis (as separately provided in writing by Adobe), or (b) as Development
Software on a Per -Server basis. When Adobe Central Pro Output Server is licensed as Production Software on a
Per -Server basis, Licensee is not permitted to Deliver output from the Software Product to more than ten (10)
Locations per licensed Server.
3.3 Adobe Output Pak for mySAP.com. If Licensee has licensed Adobe Output Pak for mySAP.com, then
Adobe grants Licensee a license to install and use Adobe Output Pak for mySAP.com solely in connection with
Adobe Central Pro Output Server for use with SAP software either (a) as Production Software on a Per -Server
or Per -User basis (as separately provided in writing by Adobe), or (b) as Development Software on a Per -Server
basis. Licensee's license to Adobe Output Pak for mySAP.com includes a license to install and use Adobe
Central Pro Output Server subject to the terms of Section 3.2 of this Agreement. The following additional terms
apply:
3.3.1 Per -Server License. If Licensee has licensed Adobe Output Pak for mySAP.com on a Per -
Server basis, Licensee shall have the right to install and use Adobe Central Pro Output Server on one (1) Server
unless Licensee obtains additional Per -Server licenses to the Adobe Central Pro Output Server.
3.3.2 Per -User License. If Licensee has licensed Adobe Output Pak for mySAP.com software on a
Per -User basis, Licensee must obtain a number of Per -User licenses of Adobe Output Pak for mySAP.com not
less than the number of Authorized Users who are authorized to access or use the SAP software.
3.4 Adobe Central Output Server Workstation Edition. If Licensee has licensed Adobe Central
Output Server Workstation Edition, then Adobe grants Licensee a license to install and use Adobe Central
Output Server Workstation Edition as Production Software on a Per -Computer basis. Licensee's use of the
Adobe Central Output Server Workstation Edition shall be limited to use directly or indirectly initiated by an
individual person (not an automated process) for the sole purpose of delivering output that has been processed
by the Adobe Central Output Server Workstation Edition software to the person that initiated such use.
3.5 Adobe Output Designer. If Licensee has licensed Adobe Output Designer, then Adobe grants Licensee
a license to install and use Adobe Output Designer as Production Software on a Per -Computer basis subject to
the following additional terms:
3.5.1 Network Use. As an alternative to installing and using the Adobe Output Designer software on
the Computer of each licensed Authorized User, Licensee may install and use the Adobe Output Designer
software on a file server for the purpose of (a) permitting Authorized Users to download the software for
installation and use on no more than the licensed number of Computers connected to Licensee's Internal
Network, or (b) permitting Authorized Users to use the software using commands, data or instructions from a
Computer connected to Licensee's Internal Network provided that the total number (not the concurrent number)
of Authorized Users that use the software does not exceed one user for each of the licensed number of
Computers. No other network use is permitted.
3.5.2 Limitation. Licensee shall be prohibited from using the templates, forms and other materials
created using the Adobe Output Designer software with any software other than Adobe software.
3.6 Development Software License. This Section 3.6 applies only if Licensee has obtained a valid
Development Software license to a Software Product. In addition to the other terms contained herein, Licensee's
license to the Development Software is limited to use in Licensee's technical environment strictly for testing and
development purposes and not for production purposes. Licensee may (a) install the Development Software on
Servers connected to Licensee's Internal Network provided that the total number of Computers used to operate
the Development Software does not exceed the licensed amount, and (b) permit Authorized Users to use the
Development Software in accordance with this Agreement.
4. Evaluation of Software Products. This Section 4 applies only if Licensee has obtained a valid license to
evaluate Software Products as separately provided in writing by Adobe or as indicated by the serial number
Licensee enters upon installation.
4.1 License. In addition to the other terms contained herein, Licensee's license to evaluate any Software
Product is limited to use strictly for Licensee's own internal evaluation purposes and not for production
purposes, and is further limited to a period not to exceed sixty (60) days from the date Licensee obtains the
Software Products. Licensee may (a) install the Software Products on one (1) Computer connected to Licensee's
Internal Network, and (b) permit Authorized Users to use the Software Products to deliver content within
Licensee's Internal Network. Licensee's rights with respect to the Software Products are further limited as
described in Section 4.2.
4.2 Limitations. Licensee's rights to install and use Software Products under this Section 4 will terminate
immediately upon the earlier of (a) the expiration of the evaluation period described herein, or (b) such time that
Licensee purchases a license to a non -evaluation version of such Software Products. Adobe reserves the right to
terminate Licensee's license to evaluate Software Products at any time in its sole discretion. Licensee agrees to
return or destroy Licensee's copy of the Software Products upon termination of this Agreement for any reason.
To the extent that any provision in this Section 4 is in conflict with any other term or condition in this
Agreement, this Section 4 shall supersede such other term(s) and condition(s) with respect to the evaluation of
Software Products, but only to the extent necessary to resolve the conflict. ADOBE IS LICENSING THE
SOFTWARE PRODUCTS FOR EVALUATION ON AN "AS IS" BASIS AT LICENSEE'S OWN RISK. SEE
SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH
GOVERN EVALUATION OF SOFTWARE PRODUCTS.
5. Intellectual Property Rights. The Software and any copies that Licensee is authorized by Adobe to make
are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure,
organization and code of the Software are the valuable trade secrets and confidential information of Adobe
Systems Incorporated and its suppliers. The Software is protected by copyright, including without limitation by
United States Copyright Law, international treaty provisions and applicable laws in the country in which it is
being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property
rights in the Software and all rights not expressly granted are reserved by Adobe.
6. Updates. If the Software is an upgrade or update to a previous version of the Software, Licensee must
possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates
are provided to Licensee on a license exchange basis. Licensee agrees that by using an upgrade or update
Licensee voluntarily terminates Licensee's right to use any previous version of the Software. As an exception,
Licensee may continue to use previous versions of the Software on Licensee's Computer after Licensee uses the
upgrade or update but only to assist Licensee in the transition to the upgrade or update, provided that the
upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be
licensed to Licensee by Adobe with additional or different terms.
7. WARRANTY
7.1. Warranty. Adobe warrants to Licensee that the Software will perform substantially in accordance with
the Documentation for the ninety (90) day period following shipment of the Software when used on the
recommended operating system, platform and hardware configuration. This limited warranty does not apply to
evaluation software (as indicated in Section 4), patches, sample code, sample files and font software converted
into other formats. All warranty claims must be made within such ninety (90) day period. If the Software does
not perform substantially in accordance with the Documentation, the entire liability of Adobe and Licensee's
exclusive remedy shall be limited to either, at Adobe's option, the replacement of the Software or the refund of
the license fee paid to Adobe for the Software.
7.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE
BY ADOBE AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE'S, ITS AFFILIATES'
OR ITS SUPPLIERS' BREACH OF WARRANTY. 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 IN LICENSEE'S JURISDICTION, ADOBE, ITS AFFILIATES AND ITS SUPPLIERS
PROVIDE THE SOFTWARE AS -IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER
MATTERS, INCLUDING PERFORMANCE, SECURITY, NON -INFRINGEMENT OF THIRD PARTY
RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE
AND AS OTHERWISE PROVIDED IN SECTION 4, IN NO EVENT WILL ADOBE, ITS AFFILIATES OR
ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS
WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY
LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS
INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY
A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS
AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE
EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this Agreement limits Adobe's liability to
Licensee in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit
(fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and
limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further
information, please see the jurisdiction specific information at the end of this agreement, if any, or contact
Adobe's Customer Support Department.
9. 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 and enforced by and
construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the
Software is purchased when Licensee is in the United States, Canada, or Mexico; or (b) Japan, if a license to the
Software 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) England, if a license to
the Software is purchased when Licensee is in any other jurisdiction not described above. 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 London, England, when the law of England applies, shall each have
non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by
the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly excluded.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.
Updates may be licensed to Licensee by Adobe with additional or different terms. The English version of this
Agreement shall be the version used when interpreting or construing this Agreement. This is the entire
agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations,
discussions, undertakings, communications or advertising relating to the Software.
11. Notice to U.S. Government End Users.
11.1 Commercial Items. The Software and Documentation are "Commercial Item(s)," as that term is defined
at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer
Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as
applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 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.
11.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe
Software 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. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1
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.
12. Compliance with Licenses. Adobe may, at its expense, and no more than once every twelve (12)
months, appoint its own personnel or an independent third party to verify the number of copies and installations,
as well as usage of the Adobe software by Licensee. Any such verification shall be conducted upon seven (7)
business days notice, during regular business hours at Licensee's offices and shall not unreasonably interfere
with Licensee's business activities. Both Adobe and its auditors shall execute a commercially reasonable non-
disclosure agreement with Licensee before proceeding with the verification. If such verification shows that
Licensee is using a greater number of copies of the Software than that legitimately licensed, or are deploying or
using the Software in any way not permitted under this Agreement and which would require additional license
fees, Licensee shall pay the applicable fees for such additional copies within thirty (30) days of invoice date,
with such underpaid fees being the license fees as per Adobe's then -current, country specific, license fee list. If
underpaid fees are in excess of five percent (5%) 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 verification.
13. Third -Party Beneficiary. Licensee acknowledges and agrees that Adobe's licensors (and/or Adobe if
Licensee obtained the Software from any party other than Adobe) are third party beneficiaries of this
Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of
such licensors and/or Adobe.
Adobe is either a registered trademark or trademark of Adobe Systems Incorporated in the United States and/or
other countries.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Tyler Technologies, Inc. City of Round Rock, Texas
ERP and Schools Division
By: By:
Name: Name:
Title: Title:
Date: Date:
ROUND ROCK, TEXAS City Council Agenda Summary Sheet
PURPOSE. PASSION. PROSPERITY.
Agenda Item No. H1.
Consider a resolution authorizing the Mayor to execute an agreement with Tyler
Technologies to license certain Financial, Human Resources, and Payroll Administrative
Agenda Caption: software.
Meeting Date: December 20, 2012
Department: Information Technology
Staff Person making presentation: Brooks Bennett
Chief Information Officer
Item Summary:
In order to modernize business processes, the City of Round Rock seeks to implement an Enterprise Resource
Planning (ERP) system. This system is designed to enhance our financial and procurement workflows as well as
tightly integrate with our human resource tasks, among other things.
Rather than continuing to maintain and pay software maintenance and support fees on disparate systems, the City
seeks to procure the Munis product from Tyler Technologies. The City will also retain Tyler Technologies' services in
migrating existing, relevant data and setting up new business processes in the system.
This product will allow the City to further enhance our strategic goal of being a financially sound City providing high
value services. Many paper processes will be replaced by electronic workflows with the goal of enhancing the speed
and accuracy of City business.
Through this project, the City will move to a software as a service (SaaS) platform, which is sometimes referred to as
cloud hosting. All hardware will be maintained 24/7/365 by Tyler at their data centers. This reduces the requirement
for the City of Round Rock to make substantial capital investments in hardware and software and reduces City
staffing necessary to monitor and support the system.
This contract is good for seven years with a total cost of $2,061,867.00 over the life of the contract.
The estimated $619,191.00 cost for the first year includes implementation and travel as well as hosting and support,
and will be funded through general self -financed construction funds. The remaining $1,442,676.00 will be paid in
equal installments of $240,446.00 per year for hosting and support over the final six years and will be funded out of
the general fund.
Cost: $2,061,867.00
Source of Funds: General Self -Financed Construction
Recommended Action: Approval
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CITY OF ROUND ROCK
"SOFTWARE AS A SERVICE" AGREEMENT
WITH TYLER TECHNOLOGIES, INC.
This "Software as a Service" agreement (hereinafter referred to as the "SaaS Agreement" or the
"Agreement") is made on the 1606 day of the month of '�((',(�NlO,�Q,� , 20LL(hereinafter referred to
as the "Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices located
at I Cole Haan Drive, Yarmouth, Maine 04096 (hereinafter referred to as "Tyler") and the City of Round Rock,
Texas, a home -rule municipality with offices located at 221 East Main Street, Round Rock, Texas 78664
(hereinafter referred to as the "Client" or the "City").
WHEREAS Client desires to license certain Financials, Human Resource, and Payroll Administrative
Software (hereinafter referred to as the "System"); and
WHEREAS Tyler is in the business of providing the type of software Client intends to obtain; and
WHEREAS Client, by signature on this Agreement, is awarding Tyler the contract for furnishing,
delivering, installing, and implementing the specified System;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set
forth herein, which consideration is declared good and sufficient by both parties, Tyler and Client agree that
Tyler shall provide certain products and services, and Client shall pay the prices agreed therefor, in accordance
with the requirements and conditions set forth in this Agreement.
This Agreement consists of the following sections and exhibits, each of which is attached hereto and
incorporated by reference as though recited herein verbatim:
SECTION A:
Software License
SECTION B:
Professional Services
SECTION C:
Maintenance
SECTION D:
Third Party Products
SECTION E:
Software as a Service
SECTION F:
General Terms and Conditions
EXHIBIT 1: Investment Summary
EXHIBIT 2: Service Level Agreement
EXHIBIT 3: Support Call Process
EXHIBIT 4: Business Travel Policy Summary
EXHIBIT 5: Adobe End User License Agreement
EXHIBIT 6: Tyler's Written Proposal dated December 3, 2012, in response to City's Request for
Information
SECTION A: SOFTWARE LICENSE
1. Grant of License.
a) Upon the Effective Date hereof, Tyler hereby grants to Client a non-exclusive, non -transferable,
royalty -free, revocable license to use the Tyler software products set forth in the Investment
Summary attached hereto as Exhibit 1, along with related interfaces (collectively hereinafter
referred to as the "Tyler Software Products"), and additionally along with Tyler user guides
provided in or with the Tyler Software Products (hereinafter referred to as the "User Guides"),
all such software and materials to be used for Client's internal business purposes only, and all
such software and materials to be subject to the terms and conditions of this Agreement. This
grant of license is contingent upon Client remitting payment of fees as and when required under
this Agreement. TYLER HAS THE RIGHT TO REVOKE THIS LICENSE IF CLIENT
TERMINATES, CANCELS OR FAILS TO RENEW THIS SaaS AGREEMENT. TYLER
HAS THE RIGHT TO REVOKE THIS LICENSE IF CLIENT FAILS TO REMIT ANY
REQUIRED SaaS FEES IN ACCORDANCE WITH THIS AGREEMENT AND THE TEXAS
PROMPT PAYMENT ACT AS DELINEATED HEREIN, FOLLOWING THIRTY (30)
DAYS' WRITTEN NOTICE TO CLIENT OF TYLER'S INTENT TO REVOKE THE
LICENSE.
b) Tyler shall retain ownership of the Tyler Software Products and User Guides, including all
intellectual property rights in and to same. The Tyler Software Products are not licensed to
perform functions or processing for subdivisions or entities that were not disclosed to Tyler
prior to the Effective Date hereof.
c) Client acknowledges and agrees that the Tyler Software Products and User Guides are
proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall
use reasonable efforts to keep the Tyler Software Products and User Guides confidential and to
prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products
or User Guides by any party under City's authority or control.
d) The Tyler Software Products may not be modified by anyone other than Tyler. If an objective
determination is made that Client modified the Tyler Software Products without Tyler's prior
written consent, then Tyler's obligations to provide maintenance services on the Tyler Software
Products shall be voided, and the warranty for the Tyler Software Products shall be voided.
Client shall not perform dc -compilation, disassembly, translation or other reverse engineering
on the Tyler Software Products.
e) Client may make copies of the Tyler Software Products for testing, disaster recovery, and
archive purposes only. Client shall repeat any and all proprietary notices on any copy of the
Tyler Software Products. Client may make copies of the Tyler User Guides for internal use
only.
f) In the event Client acquires from Tyler any edition of Tyler Content Manager software other
than Enterprise Edition, the license for Content Manger is restricted to use with Tyler
applications only. If Client wishes to use Tyler Content Management software with non -Tyler
applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition.
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 software fees set forth in the Investment Summary attached hereto as Exhibit 1.
3. Limited Warranty.
For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler Software Products to
substantially conform to the then -current Tyler User Guides and the functional descriptions of the Tyler
Software Products in Tyler's written proposal to Client. In the event of a substantive conflict between
those documents, the then -current Tyler User Guides will control. A Tyler Software Product is
"Defective" if it contains a Defect. For as long as this current SaaS Agreement is in effect, Tyler
warrants that the Tyler Software Products will not contain Defects. 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 Tyler's then -current support call process. Tyler's current support call
process is set forth herein in Exhibit 3.
4. Intellectual Property Infringement Indemnification.
a) Tyler's Obligations. Tyler shall defend and indemnify Client against any claim by an
unaffiliated third party that a Tyler Software Product, if used within the scope of this
Agreement, directly infringes that party's registered United States patent, copyright or
trademark issued and existing as of the Effective Date or as of the distribution date of a release
to the Tyler Software Product, and Tyler will promptly pay the amount of any resulting adverse
final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in
writing.
b) Client's Obligations. Tyler's obligations under this Section A/Subsection 4 are contingent upon
Client performing all of the following in connection with any claim as described herein:
Promptly notifying Tyler in writing of any such claim;
ii. Giving Tyler reasonable cooperation, information, and assistance in connection
with the claim; and
iii. Consenting to Tyler's sole control and authority with respect to the defense,
settlement or compromise of the claim.
c) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of
infringement or an adverse final judgment rendered by a court of competent jurisdiction results
from:
Client's use of a previous version of a Tyler Software Product, and the claim
would have been avoided had Client used the most -current version of the Tyler
Software Product made available to the Client;
ii. Client's combining the Tyler Software Product with devices or products not
provided or recommended by Tyler;
iii. Client's 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 made by Client to the
Tyler Software Product, and such correction, modification, alteration or
enhancement is determined by a court of competent jurisdiction to be a
contributing cause of the infringement;
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, including Client's continued use of the infringing
Tyler Software Product after Client becomes aware that such infringing Tyler
Software Product is or is likely to become the subject of a claim hereunder.
d) Remedy.
In the event a Tyler Software Product is finally determined by a court of
competent jurisdiction to be infringing, and its use by Client is enjoined, Tyler
will at its election:
(a) Procure for Client the right to continue using the infringing Tyler Software
Product;
(b) Modify or replace the infringing Tyler Software Product so that it becomes
non -infringing; or, if Section A/Subsection 4(d)(i)(a) and Section A/Subsection
4(d)(i)(b) are not accomplished by Tyler:
(c) Terminate Client's license for the infringing Tyler Software Product and refund
to Client the SaaS fees paid for the infringing Tyler Software Product, as
depreciated on a straight-line basis over a three (3) year period commencing on
the Effective Date.
ii. The foregoing states Tyler's entire liability and Client's sole and exclusive
remedy with respect to the subject matter hereof.
SECTION B: PROFESSIONAL SERVICES
1. Services.
Tyler shall provide the services set forth in the Investment Summary at Client's election, including
consulting, training, conversion, and other miscellaneous services. Tyler will he available for a kick-off
meeting within forty-five (45) days of contract execution. The Project Plan for Phase I will be created
within thirty (30) days following the conclusion of the kick-off meeting. Tyler and Client shall schedule
status calls for the project to occur no less than once every two weeks.
2. Expenses.
Tyler will invoice Client for expenses in accordance with the then -current Tyler Business Travel Policy.
Copies of receipts will be promptly provided, on an exception basis, upon City's request at no charge.
An administrative fee of $25.00 per week of onsite services will be charged if CIient requires receipts
for all non -per diem expenses. Receipts for mileage and miscellaneous items less than five dollars ($5)
shall not be required to be made available.
3. Additional Services.
a) Training and/or consulting services utilized in excess of those set forth in the Investment
Summary, and additional related services not set forth in the Investment Summary, will be
billed at Tyler's then -current rates for said services.
b) Programming and/or interface quotes are estimates based upon Tyler's understanding of the
specifications supplied by Client. In the event Client requires additional work performed above
the specifications provided, Tyler will submit to Client an amendment containing an estimate of
the charges for the additional work. Client will have thirty (30) calendar days from the date the
estimate is provided to approve the amendment. No additional work shall be undertaken or
performed by Tyler without the express prior written authorization of Client.
4. ERP System Acceptance.
a) Conditional Acceptance
Upon Tyler's notification to Client that Tyler has completed the installation of the any one or
more modules comprising the ERP System (such ERP System being comprised of the Tyler
Software Products licensed to Client pursuant to this Agreement), and that such Software
modules are ready for testing, Client shall begin testing such Software modules in a non-
production environment using mutually agreed-upon testing procedures to determine whether
each Software module meets, in all material respects, the applicable requirements and
warranties set forth in the Agreement, in the Project Plan and in such other criteria as are
mutually agreed-upon in writing. Client shall have up to forty-five (45) days to complete the
non -production testing for a Software module. After Client has completed such non -production
testing for a Software module that performs as provided for in this Agreement and the other
recited documents, Client shall notify Tyler in writing that "Conditional Acceptance" of such
Software module(s) has occurred. If Client and Tyler determine that a Software module does
not perform as provided for in this Agreement and the other recited documents, then Client shall
deliver to Tyler a report describing the discrepancies. Tyler shall correct the errors or defects
and Client may re -test the Software module(s), and at the end of such re -test the process
described in this Section B/Subsection 4(a) shall be repeated. This procedure shall continue
until Conditional Acceptance of the Software module(s) occurs. If Client and Tyler cannot
mutually agree on whether a Software module performs in accordance with the requirements of
this Agreement and the other recited documents, the dispute will first be taken up in a dispute
resolution process which the parties have mutually developed in accordance with Section
F/Subsection 6. Failing resolution, the parties may pursue remedies available to them pursuant
to this Agreement or at law or in equity.
b) Final Acceptance
Once Conditional Acceptance of each of the Software modules has occurred, Client will
determine a Go -Live Date and begin Live Testing the Software module in a production
environment. After Client has operated the Software module for up to seventy-five (75)
consecutive calendar days and there are no reported unresolved Priority 1 or Priority 2 issues
(for which there is no reasonable work -around that Client can use), Final Acceptance shall be
issued by Client. If the Priority 1 and/or Priority 2 issues are resolved within the last fifteen
(15) days of the seventy-five (75) day period, Client will have an additional fifteen (15) days of
Live Testing. Priority 1 and Priority 2 issues and their resolution procedures are defined in the
Support Call Process attached as Exhibit 3. Failure to materially adhere to these procedures by
Tyler may be interpreted by Client, at Client's reasonable discretion, as a "Failure of Live
Testing" as described in Section B/Subsection 4(c). The Go -Live Date may be adjusted by
mutual agreement of Client and Tyler, and such agreement shall not be unreasonably withheld
by either party. Go -Live Date and Final Acceptance shall occur by Phase.
c) Failure of Live Testing
If, after Live Testing, the ERP System and/or Software modules do not function in compliance
with the requirements and warranties of this Agreement, Client shall have the option, upon
notice to Tyler, to:
In the event of a Priority I issue, tenninate the entire Agreement for cause in
accordance with the provisions hereof; or
ii. Accept the ERP System at its then -existing level of performance; or
iii. Permit the Live Testing to be further extended for such period as mutually
agreed upon by the parties in writing; or
iv. Accept those portions of the ERP System which pass the acceptance criteria
and require Tyler to correct the remaining portions, in which event Client shall
not be liable for any payments associated with the implementation of such
remaining portions until they have been Accepted; or
V. Pursue such remedies as may be available to Client at law or in equity.
Final Acceptance of the ERP System by the Client will not release Tyler from complying with
the warranties and maintenance requirements set forth in this Agreement.
S. Cancellation.
In the event Client cancels services less than two (2) weeks in advance of the mutually scheduled date of
services, Client is liable to Tyler for the following:
a) All non-refundable expenses incurred by Tyler on Client's behalf, and
b) Tyler's then -current daily fees charged to clients for such services, only if Tyler is
actually unable to re -assign its personnel.
6. Services Warranty.
Tyler warrants that it shall perform services in a professional, good and workmanlike manner, consistent
with industry standards. In the event Tyler provides services that do not conform to this warranty, Tyler
will re -perform the services at no additional cost to Client.
SECTION C: MAINTENANCE
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. Additional Charges.
Any maintenance services performed by Tyler for Client, at Client's express direction, which are not
covered by this SaaS Agreement, (see Limitations and Exclusions at Section C/Subsection 4), including
materials and expenses, will be billed to Client at Tyler's then -current rates.
3. Maintenance Services Terms and Conditions.
For as long as this SaaS Agreement is in place, Tyler shall:
6
a) In a professional, good and workmanlike manner, consistent with industry standards, perform
its obligations in accordance with Tyler's then -current support call process (Tyler's current
support call process is set forth herein in Exhibit 3), in order to conform the Tyler Software
Products to the applicable warranty under this Agreement. If there is an objective determination
that Client has modified the Tyler Software Products without Tyler's prior written consent,
Tyler's obligations to provide maintenance services on and to warrant the Tyler Software
Products will be void.
b) Provide telephone support on the Tyler Software Products. Tyler personnel shall accept
telephone calls during the hours delineated in the Support Call Process in Exhibit 3.
c) 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 Guides.
d) hi order to provide maintenance services, maintain personnel that are appropriately trained to be
familiar with the Tyler Software Products.
e) Provide Client releases of the Tyler Software Products that Tyler makes generally available
without additional charge to customers possessing a current Tyler SaaS Agreement. If required
by Client, Third Party Products, Consulting and Training services related to the new releases
will be provided to Client at Tyler's then -current prices. 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) Support prior releases of the Tyler Software Products in accordance with Tyler's then -current
release life cycle policy.
4. Limitations and Exclusions.
Maintenance fees do not include installation or implementation of Tyler Software Products, onsite
support, application design, other consulting services, or support outside Tyler's normal business hours.
5. Access to Environment.
Client shall provide, at no charge to Tyler, full and free access to the Tyler Software Products hosted by
Tyler in order, when necessary, to provide maintenance services set forth herein.
SECTION D: THIRD PARTY PRODUCTS
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 System Software and Hardware delineated in the Investment
Summary (collectively, the "Third Party Products").
2. License of System Software.
a) Upon Client's payment in full of the System Software fees, Tyler shall grant to Client and
Client shall accept from Tyler a non-exclusive, nontransferable, non -assignable license to use
the System Software and related documentation for Client's internal business purposes, subject
to the terms and conditions set forth herein.
b) The developer of the System Software (singularly a "Developer," collectively "Developers")
shall retain ownership of the System Software.
c) The right to transfer the System Software to a replacement hardware system, if such System
Software is installed on CIient-owned hardware, 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 System Software and related documentation are
proprietary to the Developer and have been developed as trade secrets at the Developer's
expense. Client shall use reasonable efforts to keep the System Software and related
documentation confidential and to prevent any misuse, unauthorized use, or unauthorized
disclosure of the System Software and related documentation by any party under City's
authority or control.
c) Client shall not perform de -compilation, disassembly, translation or other reverse engineering
on the System Software.
f) CIient may make copies of the System Software if installed on Client hardware, but such copies
shall be for archive purposes only. Client shall repeat any and all proprietary notices on any
copy of the System Software. Client may make copies of the documentation accompanying the
System Software for internal use only.
3. Deliver .
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 the Investment Summary, the Tyler Software Product installation fee includes
installation of the Third Party Products. Upon completion of installation, Client will obtain from Tyler a
certification of completion, or similar document, which will constitute Client's acceptance of the Third
Party Products. Such acceptance will be final and conclusive except for latent defect, fraud, and gross
mistake amounting to fraud.
5. Site Requirements.
Client shall provide a suitable on -premises environment, location and space for the installation and
operation of the Third Party Products being installed, 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 System Software.
b) Tyler warrants that each System Software product will be new and unused, and if Client fully
and faithfully performs each substantive obligation required of it under this Third Party Product
Agreement, Client's title or license to each System Software product will 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 maintenance services on the System Software through
Tyler, it will be the responsibility of Client to repair and maintain the System Software and
purchase enhancements as necessary after acceptance.
b) In the event Client elects to purchase maintenance services on the System Software through
Tyler, Tyler will facilitate resolution of a defect in a System Software product with the
Developer.
c) In the event the Developer charges a fee for future Systern Software release(s), Client will be
required to pay such fee.
8. Limitation of Liabilfty with Regard to Third Party Products Only.
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, will
be limited to the License Fee/Purchase Price of the Third Party Products paid by Client. Such prices are
set in reliance upon this limitation of liability.
SECTION E: SOFTWARE AS A SERVICE
1. Term.
The term of this SaaS Agreement shall be January 1, 2013 through December 31, 2019 (the "Term").
2. Hostiniz.
Tyler shall host and make available to Client the Tyler Software Products listed in the Investment
Summary attached hereto as Exhibit 1.
3. Concurrent Users.
The SaaS Fees are based upon one hundred (100) concurrent users. Should the number of concurrent
users be exceeded on a consistent basis over a three (3) month period, Tyler shall supply Client with
written documentation evidencing the excess of concurrent users for that time period. Tyler reserves the
right to re -negotiate the SaaS Fees based upon any resulting changes in the pricing categories. A written
request to re -negotiate such SaaS Fees, due to the excess of concurrent users, shall be submitted to
Client, along with the documentation, with any increase in fees to take effect no sooner than one quarter
after such request is received. Self Service users are excluded from one hundred (100) concurrent user
totals.
4. Access to Products in Accordance with Service Level Agreement.
For as long as this SaaS Agreement is in effect, Tyler shall provide Client access to the Tyler Software
Products then -licensed by Client in accordance with Tyler's then -current Service Level Agreement. The
current Service Level Agreement is attached hereto as Exhibit 2.
5. Software Performance Resolution of Disputes.
Notwithstanding anything to the contrary contained herein, in the event of disputes pertaining to
performance levels, upon Tyler's failure to meet mutually agreed-upon performance levels for thirty
(30) calendar days, each party shall appoint an authorized representative to cooperate in developing a
mutually agreeable problem resolution plan which shall include a description of internal diagnostic
procedures. Tyler shall perform according to the problem resolution plan and shall be responsible for
updating any hardware on Tyler's site or taking additional action within Tyler's control to reach the
agreed-upon performance level.
In the event of a dispute between the parties under this Agreement pertaining to pecuniary damage or
losses, the matter shall be settled in accordance with Section F/Subsection 6.
6. The Client agrees to timely pay and Tyler agrees to accept from Client as payment in full the SaaS Fees
listed in the Investment Summary in Exhibit 1, and such payments on the part of City shall be made in
accordance with this Agreement and the Texas Prompt Payment Act. Client acknowledges that
continued access to the Tyler Software Products for itself and any Hosted Entities is contingent upon
Client's payments of SaaS Fees in accordance with this Agreement and the Texas Prompt Payment Act.
If Client fails to remit the SaaS Fees as required, Tyler shall have the right to terminate this Agreement
and deny access to the hosted applications for Client, only upon Tyler having given Client thirty (30)
days' prior written notice of Tyler's intent to terminate.
7. Prices include test, training, and production databases.
8. TCM SE hosting includes up to 50GB of storage. Should additional storage be needed, it may be
purchased as needed at an annual fee of $1,000 per IOOGB with no total cap on storage.
SECTION F: GENERAL TERMS AND CONDITIONS
1. Taxes.
The fees set forth in the Investment Summary attached hereto as Exhibit 1 do not include any taxes,
including, without limitation, sales, use or excise tax. City is a tax-exempt entity, and shall provide
Tyler with City's tax-exempt certificate.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties delineated in this
Agreement, Client will provide written notice to Tyler within thirty (30) calendar days of
receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to
provide written clarification and details. Tyler will provide a written response to Client that will
include either a justification of the invoice or an adjustment to the invoice. Tyler and Client
will 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 will remit frill payment of the invoice.
10
b) Any invoice not disputed as described above will be deemed accepted by Client, and will be
paid in accordance with this Agreement and the Texas Prompt Payment Act. Tyler reserves the
right to suspend delivery of services in the event Client fails to pay undisputed invoices within
sixty (60) calendar days of receipt and Tyler reasonably believes that Client may not pay for any
services delivered thereafter.
3. Force Majeure; Assistance by Client.
"Force Majeure" is defined as an event beyond the reasonable control of a party, including
governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints
affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause
which could not with reasonable diligence be foreseen, controlled or prevented by the party. 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 will not be allowed unless:
a) Within ten (10) business days of the occurrence of Force Majeure, the party whose performance
is delayed thereby provides 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 after the cessation of the Force Majeure event, the party whose
performance was delayed provides 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 will 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 will not relieve Client of its responsibility to pay for services
and goods provided to Client and allowable expenses incurred on behalf of Client prior to the effective
date of termination.
In addition, Client acknowledges that the implementation of the Tyler Software Products is a
cooperative process requiring the time and resources of Client personnel. Client shall, and shall cause
Client personnel to, use all reasonable efforts to cooperate with and assist Tyler as may be reasonably
required to meet the project deadlines and other milestones agreed to by the parties for implementation.
Tyler shall not be liable for failure to meet such deadlines and milestones when such failure is due to
Force Majeure (as defined above) or to the reasonably and objectively documented failure by Client
personnel to provide such cooperation and assistance (either through action or omission).
4. Indemnification & Limitation of Liability.
a) Tyler shall indemnify and hold harmless Client and its agents, officials and employees from and
against any and all direct claims, losses, liabilities, damages, costs and expenses (including
reasonable attorney's fees and costs) for personal injury or property damage arising from
Tyler's negligence or willful misconduct.
b) To the extent allowable by law, Client shall indemnify and hold harmless Tyler and its agents,
officials and employees from and against any and all direct claims, losses, liabilities, damages,
costs and expenses (including reasonable attorney's fees and costs) for personal injury or
property damage arising from Client's negligence or willful misconduct.
11
c) Limitation of Liability. In no event shall Client be liable for special, indirect, incidental,
consequential or exemplary damages. 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 Tyler Software Products. In no event
shall Tyler be liable for damages in excess of amounts paid by Client for the SaaS Fees
identified in the Investment Summary attached hereto as Exhibit 1, and paid by Client. This
limitation applies to all causes of action in the aggregate, including without limitation breach of
warranty, negligence, strict liability and misrepresentation and other torts. The fees herein
reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as
set forth in this Agreement. The foregoing limitation of liability is not applicable to Third Party
Products.
5. Disclaimer.
THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS SaaS 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 TYLER.
6. Dispute Resolution.
The parties hereby expressly agree that no claims or disputes between the parties arising out of or
relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including
without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any
applicable state arbitration statute.
In the event of a claim or dispute arising under this Agreement, the parties agree to mutually develop
and pursue a dispute resolution process and will use reasonable efforts to efficiently address and resolve
the claim or dispute through such dispute resolution process. Failing resolution, the parties may pursue
remedies available to them pursuant to this Agreement or at law or in equity.
7. No Intended Third Party Beneficiaries.
This Agreement is entered into solely for the benefit of Tyler and Client. No third party will be deemed
a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any
right under this Agreement.
8. Governing Law.
This Agreement will be governed by and construed in accordance with the laws of Clients state of
domicile, that being Texas, and jurisdiction and venue for any action shall lie in Williamson County.
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.
12
10. Severability.
If any term or provision of this Agreement or the application thereof, to any extent, be held 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 will not be affected
thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent
permitted by law.
11. No Waiver.
In the event that the terms and conditions of this Agreement are not strictly enforced by Tyler or Client,
such non -enforcement shall not act as or be deemed to act as a waiver or modification of this
Agreement, nor shall such non -enforcement prevent Tyler or Client from enforcing each and every term
of this Agreement thereafter.
12. Multiple Originals and Signatures.
tures.
This Agreement may be executed in multiple originals, any of which shall be independently treated as
an original document.
13. Amendment.
This Agreement may only be modified by written amendment signed by authorized representatives of
both parties.
14. Non -Appropriation and Termination.
If Client should not appropriate or otherwise make available finds sufficient to pay the SaaS Fees for
the Tyler Software Products set forth in this Agreement, Client may unilaterally terminate this
Agreement only upon thirty (30) days' written notice to Tyler. Termination for non -appropriation does
not include the right to terminate this Agreement in order to obtain the same or similar services from a
different vendor.
Client may terminate this Agreement for convenience, or for cause in the event Tyler does not cure a
material breach of this Agreement within thirty (30) days of receiving notice of such breach from Client.
Upon any termination of this SaaS Agreement, Client shall pay Tyler for all services and products
delivered and expenses incurred prior to the date Tyler received Client's notice of termination.
Additionally, Client will be responsible for payment to any third parties for the purchase of Systems
software, or other third party software or hardware delivered to Client's site as of the date of termination
or cancellation. Upon evidence of Tyler's agreement, which agreement shall not be unreasonably
withheld, Client shall be entitled to have Tyler perform professional services related to migration to
another product. Such services, if performed, shall be at Tyler's then -current rates, and shall be
performed at such time as the parties may mutually agree.
Matters regarding disputes concerning payment for products, services and expenses shall be settled in
accordance with Section F/Subsection 6.
Upon termination by any party or method, Tyler will provide Client the client data then residing in the
Tyler -hosted environment. The data shall be provided in ASCII or such other format as may be
13
mutually agreed by the parties. Provided that Client gives at least ten (10) days' advance notice to
Tyler, a copy of such data will be provided no later than sixty (60) days prior to the Termination Date
and again seven (7) days after the Termination Date.
15. 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.
16. No Assignment.
Neither party may assign its rights and responsibilities under this Agreement without the other party's
prior written permission, and such permission shall not be unreasonably withheld, except that Tyler,
without receiving such prior written permission, may assign the award or the mutually negotiated
contract in its entirety to the surviving entity of any merger or consolidation or to any purchaser of
substantially all of Tyler's assets.
17. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their permitted
successors and assigns.
18. Notices.
All notices or coin mun ications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
a) Actually received;
b) Upon receipt by sender of a CM/RRR card, signed by an employee or agent of the
pad';
C) Upon receipt by sender of proof of email delivery; or
d) 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
amendment to the other party.
Consequences 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:
To Tyler:
Tyler Technologies, Inc.
1 Cole Haan Drive
Yarmouth, ME 04096
Attention: Contracts Manager
14
To City:
City of Round Rock
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
and to:
City Attorney Stephan L. Sheets
309 East Main Street
Round Rock, TX 78664
19. hidependent 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.
20. 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.
21. 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 of private individuals and entities. Each party agrees that it shall 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 will survive the
termination or cancellation of this Agreement for a period of two (2) years. This obligation of
confidentiality will not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise, except by
breach of this Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
15
e) Is subject to the Public Information Act, Chapter 552 of the Texas Government Code
(hereinafter, the "Public Information Act"). Tyler expressly acknowledges its understanding
that City is subject to the Public information Act, and its awareness and agreement that City
will respond to information requests in accordance with the Act. In accordance with the Public
Information Act, Client shall make a good faith effort to inform Tyler of any requests for Tyler
trade secret information, including without limitation, information in which Tyler holds a
proprietary interest.
22. 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 will
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 of a particular job or position, height, weight, marital status, or political affiliation.
23. Subcontractors.
Tyler shall not subcontract any services tinder this Agreement without Client's prior written permission,
and such permission shall not be unreasonably withheld.
24. Shi in .
Delivery will be F.O.B. destination.
25. 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 and will provide Tyler with the necessary paperwork and/or
contact information.
26. Tyler Forms Processing.
The Tyler Software Product "Tyler Forms Processing" must be used in conjunction with a Hewlett
Packard printer supported by Tyler for printing checks.
27. Electronic Payment.
Tyler prefers to receive payments electronically. Tyler's electronic payment information is as follows:
Bank
ABA:
Account:
Beneficiary:
28. Optional Items.
Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
121000248
4124302472
Tyler Technologies Inc. — Operating
Pricing for optional products and services shall be valid for twelve (12) months from the Effective Date.
IF.,
29. Tyler Products and Services.
Client may purchase additional Tyler products and services at then -current list price, pursuant to the
terms of this Agreement, by executing a mutually agreed addendum.
30. Payment Terms.
a) Client shall pay undisputed invoices within thirty (30) calendar days of invoice receipt. The
foregoing notwithstanding, the parties expressly acknowledge that Client shall make payment in
accordance with the Texas Prompt Payment Act.
b) The total financial obligation of Client to Tyler for the software products and services listed in
the Investment Summary attached hereto as Exhibit I is the amount of $1,982,307.00, and shall
be paid as follows:
i. Hardware fees of $1,650.00 will be invoiced upon delivery of the Secure Signature
Hardware;
ii. Hardware fees of $14,435.00 will be invoiced upon delivery of the BMI Hardware;
iii. Unless otherwise indicated, fees for services, plus expenses, will be invoiced as
provided and/or incurred.
iv. VPN Device Installation Fee of $4,000.00 will be invoiced when provided.
v. Project Planning Services fee of $9,000.00 will be invoiced upon delivery of the Project
Plan.
vi. On or before the first day of the Term of this Agreement, and on or before the first day
of every third month thereafter through the end of the Term, Client will remit to Tyler
quarterly SaaS Fees in the amount of $60,111.50, for a projected seven-year total of
$1,683,122.00.
c) Prices do not include travel expenses incurred in accordance with Tyler's then -current Business
Travel Policy. Estimated travel expenses are delineated in the Investment Summary attached
hereto as Exhibit 1. Tyler's current Business Travel Policy is attached hereto as Exhibit 4.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth
below.
Tyler Technologies, Inc.
ERP and Schools Division
By: >-,? .
Name: ,c—f,4
Title: Ss�Sf�.�T
Date: /y- ZDiL
City of Round Rock, Texas
Date:
17
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Exhibit I
Investment Summary
Annual Saas MUNISApplications costs Software
Imp days
Conversion
Accounting/GL/BG/AP
$46,262
22
$12,3
Fixed Assets
$13,994
8
$5,500
Purchase Orders
$13,874
8
$3,DDO
Project and Grant Accounting
$10,520
6
$5,000
Requisitions
$9,834
10
Risk Management
$10,520
6
MONIS Cash Management
$9,834
5
Contract Management
$6,348
4
SMI Asset Track Interface
$2,188
3
Payroll w/ESS
$13,585
20
$18,800
HR Management
$6,660
8
Applicant Trackin
$3,174
4
Professional Development
$3,775
3
General Billing
$5,771
7
$9,8
Accounts Recievable
$12,720
13
Tyler Content Manager SE
$17,336
8
Role Tailored Dashboard
$9,546
7
MUNISOffice
$9,546
3
Tyler Reporting Services
$11,565
3
T lercontent ManagerAuto Indexing and Redaction
$2,885
2
Tyler ContentMana erWebUcense
$2,885
2
Business and Vendor Self Service
$9,834
1
Tyler Forms Processing
$7,790
0
Subtotals =Software, Imp Days, Conversion
$240,446
153
$54,400
One Time Year 1 Expenses:
Other Se rvices
AP/PR Check Recon Import
$1,000
AP Positive Pay Export Format
$3,000
P -Card import Format W/encumbrances
$15,000
Project Planning Services
$9,000
PR Positive Pay Export Format
$3 000
System Admin & Security
$3,525
Tyler Forms Library- Financial/General 81111 ng
$4,500
Tyler Forms Library - Pa roll
$1,400
Tyler Forms Processing Confi uration
$2,000
Tyler PO Distribution - Level 4
$2,500
VPN Device
$4,000
Other Services Subtotal
$48,925
3rd Party Hardware,Software and Services
BMI PA600 Pocket AssetTrak
$2,295
BMI-AssetTrack-PPC for MUNIS (include Install feel
$6,500
DMI PA600 Pocket Trans Trak
$2,295
BMI Transtrak Fixed Asset ReceivingSystern
$3,345
Tyler Secure Sl nature System with 2 Keys
$1,650
3rd Party Hardware,Software and Services Subtotal
$16,085
Services to be pald as Incurred
Subtotal lm lementadon days =153@1175
$179,775
Subtotal Data Conversions
$54,400
Services To be paild as incurred Subtotal
$234,175
Total forServlces to be Paid as Incurred
$299,185
Year
- Year2
jYear3 Year4 Years Year6 --: Year7
Years Totals -
.$539,631 $240,4461
240,446 $24044 $2413,446 $740,446 -$240,446
7 Year Total SaaS Annual Fees only
$1,683,122
Total 7Year Cost less; Ex enses
$1982,307
Total Including Estimated Expenses - -
$2,061,867
Estimated Expenses;
Total Days
Airfare 750 XNdays 13day stay
$38,250 153
Food =$70 perda
$10,710 153
Car =$75 perda
$11,475 153
Hotel =$125 perda
$19,125 153
Estimated Total Expense
$79,560
Conversion Detail
SaaS Annual Amount Service Days
AC Opt 1- Actuals
$1,500
AC Opt 2- Budgets
$1,500
AC Standard COA
$2,000
APO t 1 Checks
$2,000
Ap Opt 2 Invoice
$3,500
AP Standard Master
$1,800
FA Opt 1 History
$2,000
FA Std Master
$3,500
GB Opt 1 Recurring Invoices
$3,500
GB Opt 2 Bills
$4,500
GB STD CID
$1,800
PGA Standard
$2,000
PGO t 1Actuals
$1,500
PG Opt 2 Budgets
$1,500
PR Payroll -Option 10 Certification
$1,400
PR Payroll - Option 11 Education
$1,400
PR Payroll - Option 1 Deductions
$1,800
PR Payroll - Option 2 Accrual Balances
$1,500
PR Payroll - Option 3 Accumulators -
$1,400
PR Payroll - Option 4 Check History
$1,200
PR Payroll - Option 5 Earning/Deduction Hist
$2,500
PR Payroll - Option 6 Applicant Tracking
$1,400
PR Payroll - Option 7 PM Action History
$1,400
PR Payroll - Option 8 Position Control
$1,400
PR Payroll - Option 9 State Retirement Tables
$1,400
PR Payroll - Standard -
$2,000
Purchase Orders - Standard
$3,000
Total Conversions Costs
$54,400
Optional Items
Software
SaaS Annual Amount Service Days
03175 Conversion
Inventory Software
$13,941
8 $6,200
Citizens Self Service Software
$12,674
1
Standard Fuel Interface
$1,994
3
Work Orders/Fleet and Facilities
$17,426
25 $17,500
Tyler Incident Management
$12,674
10
Maplink GIS Software
$9,505
1
Employee Expense Reimbursement
$5,1851
8
GASB 34 Report Writer
$7,2011
4
Detailed Conversion
In Option 1- Commodity Codes
$2,200
In Std Master
$4,000
WO Opt 1- Wrk Order Asset
$4,500
WO Opt 2 - Closed Wrk Order Hist No Cost Data
$6,500
WOO t 3 - WO Hist with Cost Data
$6,5001
Exhibit 2
Service Level Agreement
I. Aireement Overview
This Service Level Agreement ("SLA") operates in conjunction with, and does not supersede or replace any part
of, the SaaS Agreement.
This SLA outlines the information technology service levels that Tyler will provide to Client to ensure the
availability of the application services that the Client has contracted with Tyler to provide. All other Client
support services are documented in the Support Call Process exhibit to the SaaS Agreement.
H. Definitions
Attainment: The percentage of time a service is available during a billing cycle, with percentages rounded to the
nearest whole number.
Client Error Incident: Any service unavailability resulting from a Client's applications, content or equipment,
or the acts or omissions of any of Client's service users or Client's third -party providers over whom Tyler
exercises no control.
Defect: Any failure of the licensed software that is recognized as a "defect" under the agreement through which
Client licenses the Tyler software.
Doivntime: Those minutes during which the software products set forth in the SaaS Agreement are not available
for any type of Client use. Downtime does not include those instances in which only a Defect is present.
Force Majeure: An event beyond the reasonable control of Tyler, including governmental action, war, riot or
civil commotion, fire, natural disaster, or any other cause which could not with reasonable diligence be
foreseen, controlled, or prevented by the party.
Service Availability: The total number of minutes in a billing cycle that a given service is capable of receiving,
processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force
Majeure.
III. Service Availability
The Service Availability of Tyler's applications is intended to be 24/7/365. Tyler sets Service Availability goals
and measures whether it has met those goals by tracking Attainment.
a. Client Responsibilities
Whenever a Client experiences Downtime, that Client must make a support call according to the procedures
outlined in the Support Call Process exhibit. The Client will receive a support incident number. To track
attainment, the Client must document, in writing, all Downtime that it has experienced during a billing cycle.
The Client must deliver such documentation to Tyler within 30 days of a billing cycle's end. The
documentation the Client provides must evidence the Downtime clearly and convincingly. It must include, for
example, the support incident number(s) and the date, time and duration of the Downtime(s).
b. Tyler Responsibilities
When Tyler's support team receives a call from a Client that a Downtime has occurred or is occurring, Tyler
will work with the Client to identify the cause of the Downtime (including whether it may be the result of a
Client Error Incident or Force Majeure). Tyler will also work with the Client to resume normal operations.
Upon timely receipt of a Client's Downtime report, outlined above in Section III(a), Tyler will compare that
report to Tyler's own outage logs and support tickets to confirm that a Downtime for which Tyler was
responsible indeed occurred. Tyler will respond to a Client's Downtime report within 30 day(s) of receipt. To
the extent Tyler has confirmed Downtime for which Tyler is responsible, Tyler will provide Client with the
relief set forth below.
c. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, Tyler will provide the affected Client
with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the
Client Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due wider this SLA will not exceed 5%
of the fee for any one billing cycle. Issuing of such credit does not relieve Tyler of its obligations under the
SaaS Agreement to correct the problem which created the service interruption. A correction may occur in the
billing cycle following the service interruption. In that circumstance, if service levels do not meet the
corresponding goal for that later billing cycle, Client's credits will be doubled.
Every billing cycle, Tyler will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply:
Client Relief Schedule
Targeted Attainment
Actual Attainment
Client Relief
100%
98-99%
Remedial action will be taken.
100%
95-97%
4% credit of fee for affected
billing cycle will be posted to
next billing cycle
100%
<95%
5% credit of fee for affected
billing cycle will be posted to
next billing cycle
A Client may request a report from Tyler that documents the preceding billing cycle's Service Availability,
Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and
Force Majeure.
Tyler performs maintenance during limited windows that are historically known to be reliably low -traffic times.
If and when maintenance is predicted to occur during periods of higher traffic, Tyler will provide advance notice
of those windows and will coordinate to the greatest extent possible with the Client.
V. Force Majeure
The Client will not hold Tyler responsible for meeting service levels outlined in this SLA to the extent any failure to
do so is caused by Force Majeure. In the event of Force Majeure, Tyler will file with the Client a signed request that
said failure be excused. That writing will at least include the essential details and circumstances supporting Tyler's
request for relief pursuant to this Section. The Client will not unreasonably withhold its acceptance of such a
request.
Exhibit 3
Support Call Process
Client Support
Tyler Technical Support Department for Munis®
Goal. To provide all effective support nlechanisnl that will guarantee tilnely resolution to calls, resulting in
high-level client satisfaction.
Contact Us
Call Tyler's toll fi-ee number (800-772-2260) or log a support request online through the Tyler Client Portal
available at Tyler's Support Web site (www_tylertech.com).
Support Organization
Tyler's Technical Support Department for Munis is divided into multiple teams: Financials,
Payroll/HR/Pension, Tax/Other Revenue and Collections, Utility Billing and Collections, OS/DBA (Operating
System and Database Administration), and TylerForms and Reporting Services.
These "product -specific" teams allow support staff to focus on a group of products or services. A group of
specialists assigned to each team handle 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 ensures we provide
exceptional technical support to our clients. The Support Analysts are responsible for assisting the team with
clients' issues, and provide on-going team training. Technical Support Specialists are responsible for diagnosing
and resolving client issues in a timely and courteous manner.
Standard Support Hours
Applications
Hours
Financials
8:OOam-9:OOpm EST Monday -Friday*
PayrolVHR/Pension
8:OOam-9:OOpm EST Monday -Friday*
Tax/Other Revenue & Collections
8:OOam-6:OOpm EST Monday -Friday
Utility Billing & Collections
8:OOam-8:OOpm EST Monday -Friday
OS/DBA
8:OOam-9:OOpm EST Monday -Friday
TylerForms & Reporting Services
8:OOam-5:OOpm EST Monday -Friday
* Hours as of 1/1/2013
Focus on Incoming Rate
When you call Technical Support, your call is answered by a Support Technician, or is transferred into the
Support voice mail. Our goal is to capture 75% of our daily calls incoming, which means you will often start
working with a Support Specialist immediately upon calling Tyler. Tyler will respond to all Priority 1 calls
received in the same business day and will continue to work on the incident, after business hours if necessary,
until either a resolution or work -around is established or the parties reasonably agree to suspend discussion until
the beginning of the next business day.
Leaving Messages for Support
When leaving a message on the Support voice mail, ensure the following information is contained within the
message:
• Your frill name (first name, last 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 (1, 2, 3, or 4)
• When you will be available for a return call (often Support will call back within an hour of receiving
your message)
Paging
All client questions are important to us. There may be times when you are experiencing a priority 1 critical issue
and all technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate
to press 0 to be redirected to the operator. The operator will page the team you need to contact. We ask that you
reserve this function for those times when Munis is down, or a mission critical application is down and you are
not able to reach a technician inunediately.
Online Support
Some questions can be handled effectively by e-mail. Once registered as a user on Tyler's Support Web site at
www.tylertech.com, you can ask questions or report issues to Support through "Customer Tools". Tyler's Client
Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP
account, incident and survey data is available in real-time.
Your existing contact information defaults when you add a new Support incident. You will be asked for required
information including Incident Description, Priority, Product Group and Product Module. Unlimited work -note
text is available for you to describe the question or problem in detail, plus you can attach files or screenshots
that may be helpful to Support.
When a new incident is added, the incident number is presented on the screen, and you will receive an
automated e-mail response that includes the incident number. The new incident is routed to the appropriate
Technical Support Team queue for response. They will review your incident, research the item, and respond via
e-mail according to the priority of the incident. (See Priority Table)
Customer Relationship Management System
Every call or e-mail from you is logged into our Customer Relationship Management System and given a unique
call number. 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 and resolution. For
registered users on Tyler's Support Web site (www.tylertech.com), a list of calls is available real-time under the
Tyler Client Portal (TCP).
Call Numbers
Support's goal is to return clients' calls as soon as possible. If you are not available when we call back, we will
leave a message with the open call number on your voice mail or with a person in your office. 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 has been
determined that the issue can't be resolved during the initial call. The open call number lets you easily track and
reference specific open issues with Support.
Call Response Goals
Open
Call
Priori
Maximum number of days a
support call is open
Support managers and analysts
review open calls
1
Less than a day
Dail
2
10 Days or less
Every other day
3
30 Days or less
Weekly
4
60 Days or less
Weekly
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 (1, 2, 3, and 4) according to the client's needs/deadlines. 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. Tyler Support for Munis tracks responsiveness to priority 1, 2 and
3 calls each week. This measurement allows us to better evaluate overall client satisfaction.
Priority 1 Call — issue is critical to the client, the Munis application or process is down.
Priority 2 Call — issue is severe, but there is a work around the client can use.
Priority 3 Call — issue is a non -severe support call from the client.
Priority 4 Call --- issue is non-critical for the client and they would like to work with Support as time permits.
Following Up on Open Calls
Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the
technician will give you an open call number to reference, and will confirm the priority of the incident.
If you want to follow up on an open call, simply call the appropriate Support Team and reference the call
number to the Technician who answers or leave this information in your message. Referencing the open call
number allows anyone in support to quickly follow up on the issue. You can also update the incident through
TCP on Tyler's Web site (www.tylertecii.com) and add a note requesting follow-up.
Escalating a Support Call
If the situation to be addressed by your open call has changed and you need to have the call priority adjusted,
please call the appropriate Support Team and ask to be connected to the assigned technician. If that technician is
unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support
Team Manager. If you feel you are not receiving the service you need, please call the appropriate Product
Manager and provide them with the open call number for which you need assistance. The Product Manager will
follow up on your open issue and determine the necessary action to meet your needs.
Technical Support Product Managers:
Financials Team
Michelle Madore
(michelle.madore@tylertech.com)
Payroll/HR/Pension Team Sonja Johnson (sonja.johnson@tylertech.com)
Tax/Other Revenue[Utility Billing Steven Jones (steven.jones@tylertech.com)
Team
OS/DBA Team
Ben King (ben.king@tylertech.com)
(X4483)
(X4157)
(X4255)
(X5464)
TylerForms & Reporting Services Michele Violette(michele.violette@tylertech.com) (X4381)
If you are unable to reach the Product Manager, please call CJMcCarron, Vice President of Technical Support
at 800-772-2260, ext. 4124(ci.mecarronatylertech.conr).
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
Munis Internet Updater (NW: Allows you to download and install critical and high priority fixes as soon as
they become available.
Release Admin Console: Allows you to monitor and track the availability of all development activity for a
particular release; right from inside Munis.
Knowledgebase: A frilly searchable depository of thousands of documents related to Munis processing,
procedures, release info, helpful hints, etc.
Remote Support Tool
Some Support calls may require fiuther analysis of your database or setup to diagnose a problem or to assist you
with a question. GoToAssist® shares your desktop via the Internet to provide you with virtual on-site support.
The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128 -bit, end-to-
end AES encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose
problems, or assist you with screen navigation.
At the end of each GoToAssist session, 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 in order to continually improve our
Support services.
E-mail Registration
Clients can go to our Web site and register for a-rnail "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. The survey information allows you to update your registration at any time, and you may
unregister for one or more distribution lists at any time.
Tyler Web site
Once you have registered as a user on Tyler's Support Web site (www.tylertech.coin), you have access to
"Customer Tools" and other information such as online documentation, user forums, group training
schedule/sign-up, and annual user conference updates/registration.
Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support incidents
via the Tyler Client Portal. The frequency of these updates is determined by issue priority.
Priority I Incidents
— Daily updates (only if phone contact is not possible)
Priority 2 Incidents
— Weekly Updates
Priority 3 Incidents
Bi -weekly Updates
Priority 4 Incidents
— Bi -weekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been completed or
when there is pertinent information to share.
Exhibit 4
Business Travel Policy Summa
Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two
hours before or after the requested departure time, assuming that flight does not add more than three
hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical
fare. 1f a net savings of $200 or more (each way) is possible through a connecting flight that is within
two hours before or after the requested departure time and that does not add more than three hours to the
employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make reservations far enough in advance to take full advantage of discount
opportunities. A seven day advance booking requirement is mandatory. When booking less than seven
days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six
hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on the trip duration as follows:
• Up to five days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance -Business use of an employee's private automobile will be reimbursed at the current
IRS allowable rate, 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.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the
specific situation require their use. When renting a car for Tyler business, employees should select a "mid-
size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling
together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on the rental
agreement should be declined.
3.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from
airports when less expensive means of transportation are unavailable or unpractical. The actual fare plus a
reasonable tip (15-18%) are reimbursable. In the case of a fi-ee hotel shuttle to the airport, tips are included
in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as
opposed to hours. Park and fly options located near some airports may also be used. For extended trips that
would result in excessive parking charges, public transportation to/from the airport should be considered.
Tolls will be reimbursed when receipts are presented.
Lodging
Tyler's TMC 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 Courtyard, Fairfield Inn,
Hampton Lin and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel
reservation should note that discount and the employee should confirm the lower rate with the hotel upon
arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that
the employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's
cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per diem
rates published by the General Services Administration. Incidental expenses include tips to maids, hotel
staff, and shuttle drivers and other minor travel expenses. Per diem rates range from $46 to $71. A
complete listing is available at www.gsa.gov/perdiein.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are
governed as set forth below.
Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m.
Return after 7:00* p.m.
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as
follows:
• Breakfast 15%
• Lunch 25%
• Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and retuning 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 7:00* p.m.
*7:00 is defined as direct travel time and does not include time taken to stop for dinner
Entertainment
All entertainment expenses must have a business purpose; a business discussion must occur either before,
after or during the event in order to qualify for reimbursement. The highest-raudcing employee present at the
meal must pay for and submit entertainment expenses. An employee who submits an entertainment
expense for a meal or participates in a meal submitted by another employee cannot claim a per diem for that
same meal.
Internet Access — Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed
internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's
hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at
airports are not reimbursable.
Effective Date: April 1, 2012
Exhibit 5
Adobe End User License Agreement
ADOBE SYSTEMS INCORPORATED
ADOBE CENTRAL OUTPUT SOFTWARE
Software License Agreement
NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS INSTALLATION AND USE OF THE
ADOBE SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. INSTALLATION
AND USE OF THE SOFTWARE IS NOT PERMITTED UNLESS ADOBE HAS GRANTED LICENSEE THE
RIGHT TO DO SO AS SEPARATELY PROVIDED IN WRITING BY ADOBE. LICENSEE AGREES THAT
THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE.
BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN
ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR
USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT
INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM
INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON
ANOTHER PERSON'S OR ENTITY'S BEHALF.
LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND
CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR
SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
Definitions
1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose,
California 95110, if subsection 9(a) of this Agreement applies; otherwise it means Adobe Systems Software
Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Saggart, Dublin 24, Ireland, a company organized
under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
1.2 "Authorized Users" means employees and individual contractors (i.e., temporary employees) of
Licensee.
1.3 "Computer" means one or more central processing units ("CPU") in a hardware device (including
hardware devices accessed by multiple users through a network ("Server")) that accepts information in digital or
similar form and manipulates it for a specific result based on a sequence of instructions.
1.4 "Deliver" means to transmit data directly or indirectly over a network to a printing device or any other
device for the purpose of printing.
1.5 "Development Software" means Software licensed for use in a technical environment solely for internal
development and testing and not for use as Production Software.
1.6 "Disaster Recovery Environment" means Licensee's technical environment designed solely to allow
Licensee to respond to an interruption in service due to an event beyond Licensee's control that creates an
inability on Licensee's part to provide critical business functions for a material period of time.
1.7 "Documentation" means the user manuals and/or technical publications as applicable, relating to
installation, use and administration of the Software.
1.8 "Internal Network" means Licensee's private, proprietary network resource accessible only by
Authorized Users. "Internal Network" specifically excludes the Internet (as such term is commonly defined) or
any other network community open to the public, including membership or subscription driven groups,
associations or similar organizations. Connection by secure links such as VPN or dial up to Licensee's Internal
Network for the purpose of allowing Authorized Users to use the Software should be deemed use over an
Internal Network.
1.9 "License Metric" means each of the per-unit metrics used by Adobe in connection with the licensed
quantities identified as separately provided in writing by Adobe to describe the scope of Licensee's right to use
the Software. One or more of the following types of License Metrics applies to each Software Product as further
provided herein:
(a) Per -Computer. Licensee may install and use the Adobe Output Designer software on no more than the
licensed number of Computers.
(b) Per -User. The total number of Authorized Users that directly or indirectly request or receive content
that has been processed by the Software may not exceed the licensed quantity of users.
(c) Per -Server. The total number of Servers on which the Software is installed may not exceed the licensed
quantity of Servers.
1.10 "Location" means a specific building or physical location as identified by its unique street address.
1,11 "Production Software" means Software licensed for productive business use.
1.12 "SDK Components" means the sample software code, application programming interface, header files
and related information, and the file format specifications, if any, included as part of the Software as described
in the Documentation or a "Read Me" file accompanying the applicable Software.
1.13 "Software" means the object code version of the software program(s) specified in a separate written
agreement signed by Adobe, including all Documentation and other materials provided by Adobe to Licensee
under this Agreement. The term "Software Product" may also be used to indicate a particular product, and
otherwise has the same meaning as Software.
2. License. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual,
non-exclusive license to install and use the Software delivered hereunder according to the terms and conditions
of this Agreement, on Computers connected to Licensee's Internal Network, on the licensed platforms and
configurations, in the manner and for the purposes described in the Documentation. The following additional
terms also apply to Licensee's use of the Software.
2.1 License Metric. Licensee's right to install and use the Software is limited based on whether the
Software is licensed as Production Software or Development Software (as separately provided in writing by
Adobe) and the License Metrics applicable to the particular Software Products licensed (as separately provided
in writing by Adobe) and subject to the terms in Section 3, unless Licensee has licensed the Software for
evaluation purposes, in which case the terms of Section 4 apply.
2.2 SDK Components. Licensee's Authorized Users may install and use the SDK Components for purposes
of facilitating use of the Software in accordance with this Agreement. Licensee agrees that Licensee will treat
the API Information with the same degree of care to prevent unauthorized disclosure to anyone other than
Authorized Users as Licensee accords to Licensee's own confidential information, but in no event less than
reasonable care. Licensee's obligations tinder this Section 2.2 with respect to the API Information shall terminate
when Licensee can document that the API Information was in the public domain at or subsequent to the time it
was communicated to Licensee by Adobe through no fault of Licensee's. Licensee may also disclose the API
information in response to a valid order by a court or other governmental body, when otherwise required by law,
or when necessary to establish the rights of either party under this Agreement, provided Licensee gives Adobe
advance written notice thereof.
2.3 Backup and Disaster Recover. Licensee may make and install a reasonable number of copies of the
Software for backup and archival purposes and use such copies solely in the event that the primary copy has
failed or is destroyed, but in no event may Licensee use such copies concurrently with Production Software or
Development Software. Licensee may also install copies of the Software in a Disaster Recovery Environment
for use solely in disaster recovery and nor for production, development, evaluation or testing purposes other than
to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster.
2.4 Documentation. Licensee may make copies of the Documentation for use by Authorized Users in
connection with use of the Software in accordance with this Agreement, but no more than the amount
reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same
copyright and other proprietary notices that appear on or in the Documentation.
2.5 Outsourcing. Licensee may sub -license use of the Software to a third party outsourcing or facilities
management contractor to operate the Software on Licensee's behalf, provided that (a) Licensee provides Adobe
with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and
fully complies with the terns of this Agreement as they relate to the use of the Software on the same basis as
applies to Licensee; (c) such use is only in relation to Licensee's direct beneficial business purposes as restricted
herein; (d) such use does not represent or constitute an increase in the scope or number of licenses provided
hereunder; and (e) Licensee shall remain firlly liable for any and all acts or omissions by the contractor related to
this Agreement.
2.6 Font Software. if the Software includes font software, then Licensee may (a) use the font software on
Licensee's Computers in connection with Licensee's use of the Software as permitted under this Agreement; (b)
output such font software on any output devices connected to Licensee's Computers; (c) convert and install the
font software into another format for use in other environments provided that use of the converted font software
may not be distributed or transferred for any purpose except in accordance with the transfer section in this
Agreement; and (d) embed copies of the font software into Licensee's electronic documents for the purpose of
printing and viewing the document, provided that if the font software Licensee is embedding is identified as
"licensed for editable embedding" on Adobe's website at
http://www.adobe.com/type/browser/legal/embeddingeula.litint, Licensee may also embed copies of that font
software for the additional limited purpose of editing Licensee's electronic documents.
2.7 Restrictions
(a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or translate the
Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the
extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessary to
render the Software interoperable with other software; provided, however, that Licensee must first request such
information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or
impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's
and its suppliers' proprietary rights in the source code for the Software are protected.
(b) No Unbundling. The Software may include various applications, utilities and components, may support
multiple platforms and languages and may be provided to Licensee on multiple media or in multiple copies.
Nonetheless, the Software is designed and provided to Licensee as a single product to be used as a single
product on Computers and platforms as permitted herein. Licensee is not required to use all component parts of
the Software, but Licensee shall not unbundle the component parts of the Software for use on different
Computers. Licensee shall not unbundle or repackage the Software for distribution, transfer or resale.
(c) No Transfer. Licensee shall not sublicense, assign or transfer the Software or Licensee's rights in the
Software, or authorize any portion of the Software to be copied onto or accessed from another individual's or
entity's Computer except as may be explicitly provided in this Agreement. Notwithstanding anything to the
contrary in this Section 2.7(c), Licensee may transfer copies of the Software installed on one of Licensee's
Computers to another one of Licensee's Computers provided that the resulting installation and use of the
Software is in accordance with the terms of this Agreement and does not cause Licensee to exceed Licensee's
right to use the Software under this Agreement.
(d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (i)
using the Software on behalf of third parties; (ii) renting, leasing, lending or granting other rights in the Software
including rights on a membership or subscription basis; and (iii) providing use of the Software in a computer
service business, third party outsourcing facility or service, service bureau arrangement, network, or time
sharing basis.
(e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported into any
country or used in any manner prohibited by the United States Export Administration Act or any other export
laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an
export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of,
or located within, an embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan, Libya, Cuba
and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the
Software. All rights to install and use the Software are granted on condition that such rights are forfeited if
Licensee fails to comply with the terms of this Agreement.
3. License Metrics and Limitations.
3.1 Adobe Central Output Server. If Licensee has licensed Adobe Central Output Server as Production
Software or Development Software (as separately provided in writing by Adobe), then Adobe grants Licensee a
license to install and use Adobe Central Output Server on a Per -Server basis, provided that Licensee is not
permitted to Deliver output from the Production Software to more than ten (10) Locations per licensed Server.
3.2 Adobe Central Pro Output Server. If Licensee has licensed Adobe Central Pro Output Sewer, then
Adobe grants Licensee a license to install and use Adobe Central Pro Output Server either (a) as Production
Software on a Per -Server or Per -User basis (as separately provided in writing by Adobe), or (b) as Development
Software on a Per -Server basis. When Adobe Central Pro Output Server is licensed as Production Software on a
Per -Server basis, Licensee is not permitted to Deliver output from the Software Product to more than ten (10)
Locations per licensed Server.
3.3 Adobe Output Pak for mySAP.com. If Licensee has licensed Adobe Output Pak for mySAP.com, then
Adobe grants Licensee a license to install and use Adobe Output Pak for mySAP.com solely in connection with
Adobe Central Pro Output Server for use with SAP software either (a) as Production Software on a Per -Server
or Per -User basis (as separately provided in writing by Adobe), or (b) as Development Software on a Per -Server
basis. Licensee's license to Adobe Output Pak for mySAP.com includes a license to install and use Adobe
Central Pro Output Server subject to the terms of Section 3.2 of this Agreement. The following additional terms
apply:
3.3.1 Per -Server License. If Licensee has licensed Adobe Output Pak for mySAP.com on a Per -
Server basis, Licensee shall have the right to install and use Adobe Central Pro Output Server on one (1) Server
unless Licensee obtains additional Per -Server licenses to the Adobe Central Pro Output Server.
3.3.2 Per -User License. If Licensee has licensed Adobe Output Pak for mySAP.corn software on a
Per -User basis, Licensee must obtain a number of Per -User licenses of Adobe Output Pak for mySAP.com not
less than the number of Authorized Users who are authorized to access or use the SAP software.
3.4 Adobe Central Output Server Workstation Edition. If Licensee has licensed Adobe Central
Output Server Workstation Edition, then Adobe grants Licensee a license to install and use Adobe Central
Output Server Workstation Edition as Production Software on a Per -Computer basis. Licensee's use of the
Adobe Central Output Server Workstation Edition shall be limited to use directly or indirectly initiated by an
individual person (not an automated process) for the sole purpose of delivering output that has been processed
by the Adobe Central Output Server Workstation Edition software to the person that initiated such use.
3.5 Adobe Output Designer. If Licensee has licensed Adobe Output Designer, then Adobe grants Licensee
a license to install and use Adobe Output Designer as Production Software on a Per -Computer basis subject to
the following additional terms:
3.5.1 Network Use. As an alternative to installing and using the Adobe Output Designer software on
the Computer of each licensed Authorized User, Licensee may install and use the Adobe Output Designer
software on a file server for the purpose of (a) permitting Authorized Users to download the software for
installation and use on no more than the licensed number of Computers connected to Licensee's Internal
Network, or (b) permitting Authorized Users to use the software using commands, data or instructions from a
Computer connected to Licensee's Internal Network provided that the total number (not the concurrent number)
of Authorized Users that use the software does not exceed one user for each of the licensed number of
Computers. No other network use is permitted.
3.5.2 Limitation. Licensee shall be prohibited from using the templates, forms and other materials
created using the Adobe Output Designer software with any software other than Adobe software.
3.6 Development Software License. This Section 3.6 applies only if Licensee has obtained a valid
Development Software license to a Software Product. In addition to the other terms contained herein, Licensee's
license to the Development Software is limited to use in Licensee's technical environment strictly for testing and
development purposes and not for production purposes. Licensee may (a) install the Development Software on
Servers connected to Licensee's Internal Network provided that the total number of Computers used to operate
the Development Software does not exceed the licensed amount, and (b) permit Authorized Users to use the
Development Software in accordance with this Agreement.
4. Evaluation of Software Products. This Section 4 applies only if Licensee has obtained a valid license to
evaluate Software Products as separately provided in writing by Adobe or as indicated by the serial number
Licensee enters upon installation.
4.1 License. In addition to the other terms contained herein, Licensee's license to evaluate any Software
Product is limited to use strictly for Licensee's own internal evaluation purposes and not for production
purposes, and is further limited to a period not to exceed sixty (60) days from the date Licensee obtains the
Software Products. Licensee may (a) install the Software Products on one (1) Computer connected to Licensee's
Internal Network, and (b) permit Authorized Users to use the Software Products to deliver content within
Licensee's Internal Network. Licensee's rights with respect to the Software Products are further limited as
described in Section 4.2.
4.2 Limitations. Licensee's rights to install and use Software Products under this Section 4 will terminate
immediately upon the earlier of (a) the expiration of the evaluation period described herein, or (b) such time that
Licensee purchases a license to a non -evaluation version of such Software Products. Adobe reserves the right to
terminate Licensee's license to evaluate Software Products at any time in its sole discretion. Licensee agrees to
return or destroy Licensee's copy of the Software Products upon termination of this Agreement for any reason.
To the extent that any provision in this Section 4 is in conflict with any other term or condition in this
Agreement, this Section 4 shall supersede such other term(s) and condition(s) with respect to the evaluation of
Software Products, but only to the extent necessary to resolve the conflict. ADOBE IS LICENSING THE
SOFTWARE PRODUCTS FOR EVALUATION ON AN "AS IS" BASIS AT LICENSEE'S OWN RISK. SEE
SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH
GOVERN EVALUATION OF SOFTWARE PRODUCTS.
S. Intellectual Property Rights. The Software and any copies that Licensee is authorized by Adobe to make
are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure,
organization and code of the Software are the valuable trade secrets and confidential information of Adobe
Systems Incorporated and its suppliers. The Software is protected by copyright, including without limitation by
United States Copyright Law, international treaty provisions and applicable laws in the county in which it is
being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property
rights in the Software and all rights not expressly granted are reserved by Adobe.
6. Updates. If the Software is an upgrade or update to a previous version of the Software, Licensee must
possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates
are provided to Licensee on a license exchange basis. Licensee agrees that by using an upgrade or update
Licensee voluntarily terminates Licensee's right to use any previous version of the Software. As an exception,
Licensee may continue to use previous versions of the Software on Licensee's Computer after Licensee uses the
upgrade or update but only to assist Licensee in the transition to the upgrade or update, provided that the
upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be
licensed to Licensee by Adobe with additional or different terms.
7. WARRANTY
7.1. Warranty. Adobe warrants to Licensee that the Software will perform substantially in accordance with
the Documentation for the ninety (90) day period following shipment of the Software when used on the
recommended operating system, platform and hardware configuration. This limited warranty does not apply to
evaluation software (as indicated in Section 4), patches, sample code, sample files and font software converted
into other formats. All warranty claims must be made within such ninety (90) day period. If the Software does
not perform substantially in accordance with the Documentation, the entire liability of Adobe and Licensee's
exclusive remedy shall be limited to either, at Adobe's option, the replacement ofthe Software or the refund of
the license fee paid to Adobe for the Software.
7.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE
BY ADOBE AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE'S, ITS AFFILIATES'
OR ITS SUPPLIERS' BREACH OF WARRANTY. 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 IN LICENSEE'S JURISDICTION, ADOBE, ITS AFFILIATES AND ITS SUPPLIERS
PROVIDE THE SOFTWARE AS -IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER
MATTERS, INCLUDING PERFORMANCE, SECURITY, NON -INFRINGEMENT OF THIRD PARTY
RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE
AND AS OTHERWISE PROVIDED IN SECTION 4, IN NO EVENT WILL ADOBE, ITS AFFILIATES OR
ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS
WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY
LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS
INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY
A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS
AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE
EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this Agreement limits Adobe's liability to
Licensee in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit
(fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and
limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further
information, please see the jurisdiction specific information at the end of this agreement, if any, or contact
Adobe's Customer Support Department.
9. 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 and enforced by and
construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the
Software is purchased when Licensee is in the United States, Canada, or Mexico; or (b) Japan, if a license to the
Software 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) England, if a license to
the Software is purchased when Licensee is in any other jurisdiction not described above. 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 London, England, when the law of England applies, shall each have
non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by
the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly excluded.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.
Updates may be licensed to Licensee by Adobe with additional or different terms. The English version of this
Agreement shall be the version used when interpreting or construing this Agreement. This is the entire
agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations,
discussions, undertakings, communications or advertising relating to the Software.
11. Notice to U.S. Government End Users.
11.1 Commercial Items. The Software and Documentation are Commercial Item(s), as that term is defined
at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer
Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as
applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 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.
11.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe
Software 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. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1
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.
12. Compliance with Licenses. Adobe may, at its expense, and no more than once every twelve (12)
months, appoint its own personnel or an independent third patty to verify the number of copies and installations,
as well as usage of the Adobe software by Licensee. Any such verification shall be conducted upon seven (7)
business days notice, during regular business hours at Licensee's offices and shall not unreasonably interfere
with Licensee's business activities. Both Adobe and its auditors shall execute a commercially reasonable non-
disclosure agreement with Licensee before proceeding with the verification. if such verification shows that
Licensee is using a greater number of copies of the Software than that legitimately licensed, or are deploying or
using the Software in any way not permitted under this Agreement and which would require additional license
fees, Licensee shall pay the applicable fees for such additional copies within thirty (30) days of invoice date,
with such underpaid fees being the license fees as per Adobe's then -current, country specific, license fee list. If
underpaid fees are in excess of five percent (5%) 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 verification.
13. Third -Party Beneficiary. Licensee acknowledges and agrees that Adobe's licensors (and/or Adobe if
Licensee obtained the Software from any party other than Adobe) are third party beneficiaries of this
Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of
such licensors and/or Adobe.
Adobe is either a registered trademark or trademark of Adobe Systems Incorporated in the United States and/or
other countries.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Tyler Technologies, Inc. City of Round Rock, Texas
ERP and Schools Division
By:
Name: yl'&Ye
Title:-
Date:-