HomeMy WebLinkAbout2015-344 Agrmt - Tyler Technologies
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LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client previously contracted for a license to Tyler's Eden software module and procured related
professional, maintenance and support services; and
WHEREAS, Client now desires to migrate to Tyler's Munis and EnerGov software modules, and requires related
professional, maintenance and support services; and
WHEREAS, Tyler desires to facilitate Client's migration and to provide the requested services;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this
Agreement, Tyler and Client agree as follows:
SECTION A - DEFINITIONS
• "Agreement" means this License and Services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy
is attached as Schedule 1 to Exhibit B.
• "Client" means the City of Ashland, Oregon.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions
set forth in our written proposal to you, or their functional equivalent. Future functionality may be
updated, modified, or otherwise enhanced through our maintenance and support services, and the
governing functional descriptions for such future functionality will be set forth in our then-current
Documentation.
• "Developer" means a third party who owns the intellectual property rights to Third Party Software.
• "Documentation" means any online or written documentation related to the use or functionality of
the Tyler Software that we provide or otherwise make available to you, including instructions, user
guides, manuals and other training or self-help documentation.
• "Effective Date" means the date on which your authorized representative signs the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause
that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the software, products, and services
attached as Exhibit A.
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "Maintenance and Support Agreement" means the terms and conditions governing the provision of
maintenance and support services to all of our customers. A copy of our current Maintenance and
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Support Agreement is attached as Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who have
licensed the Tyler Software. A copy of our current Munis Support Call Process is attached as Schedule
1 to Exhibit C. A copy of our current EnerGov Support Call Process is attached as Schedule 2 to Exhibit
C.
• "Third Party End User License Agreement(s)" means the end user license agreement for the Third
Party Software, attached as Exhibit D.
• "Third Party Hardware" means the third party hardware identified in the Investment Summary.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party Software" means the DocOrigin functionality embedded in Tyler's proprietary Tyler Forms
Processing module set forth in the investment Summary.
• "Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software and related interfaces identified in the Investment
Summary and licensed to you through this Agreement.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B - SOFTWARE LICENSE
1. License Grant and Restrictions.
1.1 We grant to you a license to use the Tyler Software for your internal business purposes only. You may
make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used
in production and the testing is for internal use only. Your rights to use the Tyler Software are
perpetual but may be revoked if you do not comply with the terms of this Agreement.
1.2 The Documentation is licensed to you and may be used and copied by your employees for internal,
non-commercial reference purposes only.
1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile,
or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with
the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third
parties.
1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or
make available to you through the applicable Maintenance and Support Agreement.
1.S The right to transfer the Tyler Software to a replacement hardware system is included in your license.
You will give us advance written notice of any such transfer and will pay us for any required or
requested technical assistance associated with such transfer.
1.6 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties. We own
the title, copyright, and other intellectual property rights in the Tyler Software and the
Documentation. The Tyler Software is licensed, not sold.
1.7 The EnerGov modules identified in the Investment Summary are limited to thirty (30) users. In the
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event you choose to use the MyGovPay/VirtualPay functionality for payment processing, the terms set
forth in Exhibit E will apply.
2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary.
Those amounts are payable in accordance with our Invoicing and Payment Policy.
3. Escrow. We maintain escrow agreements with a third party under which we place the source code for
each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreements by
completing a standard beneficiary enrollment form and paying the annual beneficiary fees. You will be
responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current
annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of
the applicable escrow agreement.
4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have an
applicable Maintenance and Support Agreement in effect. If the Tyler Software does not perform as
warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set
forth in the applicable Maintenance and Support Agreement.
SECTION C - PROFESSIONAL SERVICES
1. Services. We will provide you the various implementation-related services itemized in the Investment
Summary. You will receive those services according to our industry-standard implementation plan, which
outlines roles and responsibilities in calendar and project documentation. We will finalize that
documentation with you upon execution of this Agreement.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in
the Investment Summary. You acknowledge that the fees stated in the Investment Summary are good-
faith estimates of the amount of time and materials required for your implementation. We will bill you the
actual fees incurred based on the in-scope services provided to you. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
3. Additional Services. The Investment Summary contains the scope of services and related costs (including
programming and/or interface estimates) required for the project based on our understanding of the
specifications you supplied. If additional work is required, or if you use or request additional services, we
will provide you with an addendum or change order, as applicable, outlining the costs for the additional
work. The price quotes in the addendum or change order will be valid for thirty (30) days.
4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging
travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services
less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all
(a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled
professional services if we are unable to reassign our personnel. We will make all reasonable efforts to
reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with
industry standards. In the event we provide services that do not conform to this warranty, we will re-
perform such services at no additional cost to you.
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6. Site Access and Requirements. You agree to provide us with full and free access to your personnel,
facilities, and equipment as may be reasonably necessary for us to provide implementation services,
subject to any reasonable security protocols or other written policies provided to us. You further agree to
provide a reasonably suitable environment, location, and space for the installation of the Tyler Software
and Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other
reasonably necessary items required for the installation and operation of the Tyler Software and Third
Party Products.
7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts to
cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines
and other milestones for implementation. This cooperation includes at least working with us to schedule
the implementation-related services you have contracted for. We will not be liable for failure to meet any
deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to
provide such cooperation and assistance (either through action or omission).
SECTION D - MAINTENANCE AND SUPPORT
We will provide you with maintenance and support services for the Tyler Software under the terms of our
standard Maintenance and Support Agreement. You agree to pay us the applicable annual maintenance
and support fees in accordance with our Invoicing and Payment Policy.
SECTION E -THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non-
transferable license to use the Third Party Software and related documentation for internal business
purposes only, Your license rights to the Third Party Software will be governed by the Third Party End User
License Agreement(s).
2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in
the Investment Summary, if any.
2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party
Software, you will be required to pay such additional future fee.
2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the
Developer. You will give us advance written notice of any such transfer and will pay us for any
required or requested technical assistance associated with such transfer.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and
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clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or
guarantee the performance of the Third Party Products. However, we grant and pass through to you
any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and
other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or
issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution
with the Developer, unless that Developer requires that you have a separate, direct maintenance
agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support
Agreement in effect with Tyler, you will be responsible for resolving defects and other issues related to the
Third Party Software directly with the Developer.
SECTION F - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the fees for the license(s), products, and services in the
Investment Summary per our Invoicing and Payment Policy, subject to Section F(2).
2. Invoice Disputes. If you believe any delivered product or service does not conform to the warranties in this
Agreement, you will provide us with written notice within fifteen (15) days of your receipt of the applicable
invoice. The written notice must contain sufficient detail of the issues you contend are in dispute. We will
provide a written response to you that will include either a justification of the invoice, an adjustment to
the invoice, or a proposal addressing the issues presented in your notice. We will work together as may be
necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any
issues presented in your notice. You may only withhold payment of the amount(s) actually in dispute until
we complete the action items outlined in the plan. If we are unable to complete the action items outlined
in the action plan because of your failure to complete the items agreed to be done by you, then you will
remit full payment of the invoice. We reserve the right to suspend delivery of all services, including
maintenance and support services, if you fail to pay an invoice not disputed as described above.
SECTION G - TERMINATION
1. For Cause. You may terminate this Agreement for cause in the event we don't cure, or create a mutually
agreeable action plan to address, a material breach of this Agreement within forty-five (45) days of
receiving a written notice of the alleged breach. You agree to comply with Section 1(3), Dispute Resolution,
prior to termination. In the event of termination for cause, you will pay us for all undisputed fees and
expenses related to the software, products, and/or services you have received, or we have incurred or
delivered, prior to the effective date of termination.
2. Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to
purchase, lease, operate, or maintain the products or services set forth in this Agreement, you may
unilaterally terminate this Agreement upon thirty (30) days written notice to us. In the event of
termination due to a lack of appropriations, you will pay us for all undisputed fees and expenses related to
the software, products, and/or services you have received, or we have incurred or delivered, prior to the
effective date of termination. You will not be entitled to a refund or offset of previously paid license and
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other fees. You agree not to use termination for lack of appropriations as a substitute for termination for
convenience.
3. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends
performance of scheduled tasks for a period of forty-five (45) days or more. In the event of termination
due to Force Majeure, you will pay us for all undisputed fees and expenses related to the software,
products, and/or services you have received, or we have incurred or delivered, prior to the effective date
of termination. You will not be entitled to a refund or offset of previously paid license and other fees.
SECTION H - INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software infringes that third party's
patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any
resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to provide us
with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment
is based on your: (a) use of a previous version of the Tyler Software and the claim would have been
avoided had you installed and used the current version of the Tyler Software; (b) combining the Tyler
Software with any product or device not provided, contemplated, or approved by us; (c) altering or
modifying the Tyler Software, including any modification by third parties at your direction or otherwise
permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-
licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify
you to discontinue use due to such a claim.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler
Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right
to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent,
in which case you will stop running the allegedly infringing Tyler Software immediately.
1.4 If, as a result of an infringement or misappropriation claim, your use of the Tyler Software is enjoined
by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to
which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it
to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and
refund the license fees paid for the infringing Tyler Software. This section provides your exclusive
remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation
claims.
2. Property Damage and Personal Injury Indemnification.
2.1 We will indemnify and hold harmless you and your 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 to the extent caused by our
negligence or willful misconduct.
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2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our 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
to the extent caused by your negligence or willful misconduct.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE LESSER
OF (A) YOUR ACTUAL DIRECT DAMAGES OR (B) THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT.
THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO
SECTIONS H(1) AND H(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the
following levels of insurance: (a) Commercial General Liability of at least $2,000,000; (b) Automobile
Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; and (d) Workers
Compensation complying with applicable statutory requirements. You agree that we may satisfy these
limits using our excess/umbrella liability coverage, as necessary. We will add you as an additional insured
and provide you with copies of certificates of insurance upon written request.
SECTION I - GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth
in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-
current list price, by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be
valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware
of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if
requested by either party, appointing a senior representative to meet and engage in good faith
negotiations with our appointed senior representative. Senior representatives will meet within thirty (30)
days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior
representatives will be deemed confidential settlement discussions not subject to disclosure under Federal
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Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall
prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales,
use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate.
Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such
taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are
responsible for paying our income taxes arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for employment
concerning the performance of our 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 particularjob or position, height, weight, marital status, or political affiliation.
We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable
law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior written
consent, not to be unreasonably withheld.
8. No Assignment. Neither party may assign this Agreement without the prior written consent of the other
party; provided, however, that your consent is not required in the event we have a change of control.
9. Force Majeure. Neither party will be liable for delays in performing its obligations under this Agreement to
the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business
days of the Force Majeure event, the party whose performance is delayed provides the other party with
written notice explaining the cause and extent thereof, as well as a request for a reasonable time
extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us.
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. This provision does not affect the rights of third
parties under any Third Party End User License Agreement(s).
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us
with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be
modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
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13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by
either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this
Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this
Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement must be in
writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving
party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the
receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5)
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 other party at the address set forth
on the signature page hereto or such other address as the party may have designated by proper notice.
The consequences for the failure to receive a notice due to improper notification by the intended receiving
party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of such
information could violate rights to private individuals and entities, including the parties. Confidential
information is nonpublic information that a reasonable person would believe to be confidential and
includes, without limitation, personal identifying information (e.g., social security numbers) and trade
secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential
information of the other party and further agrees to take all reasonable and 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. This obligation of confidentiality will not apply to
information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this
Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar applicable
public disclosure laws governing this Agreement; provided, however, that in the event you receive
an open records or other similar applicable request, you will give us prompt notice and otherwise
perform the functions required by applicable law.
18. Business License. By the time we begin providing professional services under this Agreement, we will have
submitted a business registration application with the City, in the form you have made available, and
received the corresponding business license, to the extent receipt within such timeframe is within our
control.
19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your
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state of domicile.
20. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which will
be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or
similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original
signature and will be fully enforceable as if an original signature.
21. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Munis Support Call Process
Schedule 2: EnerGov Support Call Process
Exhibit D Third Party End User License Agreement
Exhibit E MyGovPay/VirtualPay
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the
date(s) set forth below.
Tyler Technologies, Inc. City of Ashland, OR
ERP and Schools Division !
By: By:.
Name: Abby Diaz Name:
Title: Associate General Counsel Title: tf'
Date: December 8. 2015 Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Ashland
One Tyler Drive 20 East Main Street
Yarmouth, ME 04096 Ashland, OR 97520
Attention: Associate General Counsel Attention:
A _D AS M FORM
Ashl A st. cry Attomey
Date
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Exhibit A
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to
you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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ty I e r Quoted By Sandy Gallagher
Date: 114/2015
tecinolog:es Quote Expiration: 611'2016
Quote Name: City of Ashland-ERP-Munis ERP and EnerGov
Quote Ntuuber: 3015-16717
Quote Description: Munis ERP and EnelGov PI V2
Sales Quotation For
City of Ashland
20 E Main Street
Ashland. Oregon 97530
Phone (541) 488-6002
Tyler Software and Related Services
Description License Impl. DDays Impl. Cost Data Conversion Module Total Year One Maintenance
Financials:
Work Orders, Fleet & Facilities Management $30,250.00 20 @ $1,275.00 $25,500.00 $8,750.00 $64,500.00 $5,445.00
Accounting/GUBG/AP $80,000.00 22 @ $1,275.00 $28,050.00 $12,300.00 $120,350.00 $14,400.00
Requisitions $17,000.00 7 @ $1,275.00 $8,925.00 $0.00 $25,925.00 $3,060.00
Inventory $24,200.00 7 @ $1,275.00 $8,925.00 $5,600.00 $38,725.00 $4,356.00
Purchase Orders $24,000.00 7 @ $1,275.00 $8,925.00 $3,000.00 $35,925.00 $4,320.00
Fixed Assets $24,200.00 6 @ $1,275.00 $7,650.00 $5,500.00 $37,350.00 $4,356.00
Project & Grant Accounting $18,200.00 6 @ $1,275.00 $7,650.00 $5,000.00 $30,850.00 $3,276.00
Payroll/HR:
Payroll w/ESS $16,100.00 13 @ $1,275.00 $16,575.00 $18,800.00 $51,475.00 $2,898.00
HR Management $7,700.00 5 @ $1,275.00 $6,375.00 $0.00 $14,075.00 $1,386.00
Revenue:
Utility Billing CIS $14,500.00 16 @ $1,275.00 $20,400.00 $13,400.00 $48,300.00 $2,610.00
Tyler Cashiering $32,000.00 6 @ $1,275.00 $7,650.00 $0.00 $39,650.00 $5,760.00
Business License $20,000.00 11 @ $1,275.00 $14,025.00 $10,500.00 $44,525.00 $3,600.00
2015-16717 - Munis ERP and EnerGov PI V2 CONFIDENTIAL 1 of 10
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Tyler Software and Related Services
• Conversion Module Total Year One Maintenance
Description License Impl. Days Impl. Cost General Billing $10,000.00 5 @ $1,275.00 $6,375.00 $0.00 $16,375.00 $1,800.00
Accounts Receivable $22,000.00 11 @ $1,275.00 $14,025.00 $0.00 $36,025.00 $3,960.00
UB Interface $4,400.00 2 @ $1,275.00 $2,550.00 $0.00 $6,950.00 $792.00
Productivity:
Tyler Content Manager SE $30,000.00 6 @ $1,275.00 $7,650.00 $0.00 $37,650.00 $5,400.00
IVR Gateway $9,000.00 6 @ $1,275.00 $7,650.00 $0.00 $16,650.00 $1,620.00
Munis Analytics & Reporting $80,600.00 11 @ $1,275.00 $14,025.00 $0.00 $94,625.00 $14,508.00
Tyler Forms Processing $13,600.00 0 @ $1,275.00 $0.00 $0.00 $13,500.00 $2,700.00
Other:
EnerGov Permits & Inspections $16,500.00 17 @ $1,275.00 $21,675.00 $10,800.00 $48,975.00 $4,125.00
EnerGov Intelligent Objects Automation $10,665.00 8 @ $1,275.00 $10,200.00 $0.00 $20,865.00 $2,666.00
EnerGov e-Reviews $8,250.00 7 @ $1,275.00 $8,925.00 $0.00 $17,175.00 $2,063.00
EnerGov ESRI Integration $10,000.00 1 @ $1,275.00 $1,275.00 $0.00 $11,275.00 $2,500.00
EnerGov iG Workforce Mobile $8,250.00 2 @ $1,275.00 $2,550.00 $0.00 $10,800.00 $2,063.00
EnerGov Citizen Access Portal $6,000.00 2 @ $1,275.00 $2,550.00 $0.00 $8,550.00 $1,500.00
MUNIS Disaster Recovery Service $0.00 0 @ $1,275.00 $0.00 $0.00 $0.00 $23,469.00
OSDBA Contract Services $0.00 0 @ $1,275.00 $0.00 $0.00 $0.00 $23,469.00
Sub-Total: $537,315.00 $260,100.00 $93,650.00 $891,065.00 $148,102.00
0
Less Discount. $347,000.00 $0.00 $30,350.00 $377,350.00 $101,164.0
TOTAL: $190,315.00 204 $260,100.00 $63,300.00 $513,715.00 $46,938.00
Other Services
Description Quantity Unit Price Unit Discount Extended Price
EnerGov Permits & Code Forms Library (4 Forms) 1 $2,400.00 $0.00 $2,400.00
EnerGov Permits & Code Forms Library (4 Forms) 1 $2,400.00 $0.00 $2,400.00
EnerGov Professional Licensing Forms Library (2 Forms) 1 $1,200.00 $0.00 $1,200.00
Install Fee - New Server Install-WIN 1 $9,000.00 $0.00 $9,000.00
Project Planning Services 1 $9,000.00 $0.00 $9,000.00
Tyler Forms Library - Business License 1 $1,800.00 $0.00 $1,800.00
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Other Services
Description Quantity Unit Price Unit Discount Extended Price
Tyler Forms Library - Financial 1 $2,300.00 $0.00 $2,300.00
Tyler Forms Library - General Billing 1 $2,500.00 $0.00 $2,500.00
Tyler Forms Library - Payroll 1 $1,200.00 $0.00 $1,200.00
Tyler Forms Library - Personnel Action 1 $1,000.00 $0.00 $1,000.00
Tyler Forms Processing Configuration 1 $2,000.00 $0.00 $2,000.00
Tyler Forms Library - Utility Billing 1 $3,500.00 $0.00 $3,500.00
Utility Billing CIS - Implementation - Electronic Service Conversion/ 4 $1,275.00 $0.00 $5,100.00
Implementation
TOTAL: $43,400.00
3rd Parry Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total Year One
Discount Maintenance'
Cash Drawer 1 $230.00 $0.00 $230.00 $0.00 $0.00 $0.00
Hand Held Scanner - Model 1900GSR 1 $385.00 $0.00 $385.00 $0.00 $0.00 $0.00
Hand Held Scanner Stand 1 $25.00 $0.00 $25.00 $0.00 $0.00 $0.00
ID Tech MiniMag USB Reader 1 $62.00 $0.00 $62.00 $0.00 $0.00 $0.00
Power Supply 1 $40.00 $0.00 $40.00 $0.00 $0.00 $0.00
Printer(TMS9000) 1 $1,600.00 $0.00 $1,600.00 $0.00 $0.00 $0.00
Tyler Secure Signature System with 2 1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00
Keys
3rd Party Hardware Sub-Total: $0.00 $3,992.00 $0.00
TOTAL: $3,992.00 $0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $190,315.00 $46,938.00
Total Tyler Services $366,800.00 $0.00
Total 3rd Party Hardware, Software and $3,992.00 $0.00
Services
Summary Total $561,107.00 $46,938.00
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Summary One Time Fees Recurring Fees
Contract Total $508,045.00
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Detailed Breakdown of Conversions (included In Contract Total)
Description Unit Price Unit Discount Extended Price
Accounting Opt 1 -Actuals $1,500.00 $750.00 $750.00
Accounting Opt 2 - Budgets $1,500.00 $750.00 $750.00
Accounting Standard COA $2,000.00 $1,000.00 $1,000.00
Accounts Payable Opt 1 - Checks $2,000.00 $1,000.00 $1,000.00
Accounts Payable Opt 2 - Invoice $3,500.00 $1,750.00 $1,750.00
Accounts Payable Standard Master $1,800.00 $900.00 $900.00
Business License Opt 1 - Bills $5,000.00 $2,500.00 $2,500.00
Business License Std Master $5,500.00 $2,750.00 $2,750.00
EnerGov Permits & Inspections - Option 1 - Applications $3,600.00 $0.00 $3,600.00
EnerGov Permits & Inspections - Option 2 - Violations $2,400.00 $0.00 $2,400.00
EnerGov Permits & Inspections - Option 3 - Inspections $2,400.00 $0.00 $2,400.00
EnerGov Permits & Inspections - Standard - Master $2,400.00 $0.00 $2,400.00
Fixed Assets Opt 1 - History $2,000.00 $1,000.00 $1,000.00
Fixed Assets Std Master $3,500.00 $1,750.00 $1,750.00
Inventory Opt 1 - Commodity Codes $1,800.00 $900.00 $900.00
Inventory Std Master $3,800.00 $1,900.00 $1,900.00
Payroll - Option 10 Certifications $1,400.00 $700.00 $700.00
Payroll - Option 11 Education $1,400.00 $700.00 $700.00
Payroll - Option 1 Deductions $1,800.00 $900.00 $900.00
Payroll - Option 2 Accrual Balances $1,500.00 $750.00 $750.00
Payroll - Option 3 Accumulators $1,400.00 $700.00 $700.00
Payroll - Option 4 Check History $1,200.00 $600.00 $600.00
Payroll - Option 5 Earning/Deduction Hist $2,500.00 $1,250.00 $1,250.00
Payroll - Option 6 Applicant Tracking $1,400.00 $700.00 $700.00
Payroll - Option 7 PM Action History $1,400.00 $700.00 $700.00
Payroll - Option 8 Position Control $1,400.00 $700.00 $700.00
Payroll - Option 9 State Retirement Tables $1,400.00 $700.00 $700.00
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Detailed Breakdown of Conversions (included In Contract Total)
Description
Payroll - Standard $2,000.00 $1,000.00 $1,000.00
Project Grant Accounting Opt 1 - Actuals $1,500.00 $750.00 $750.00
Project Grant Accounting Opt 2 - Budgets $1,500.00 $750.00 $750.00
Project Grant Accounting Standard $2,000.00 $1,000.00 $1,000.00
Purchase Orders - Standard $3,000.00 $1,500.00 $1,500.00
Utility Billing - Option 1 Services $2,500.00 $0.00 $2,500.00
Utility Billing - Option 2 Assessments $1,200.00 $0.00 $1,200.00
Utility Billing - Option 3 Consumption History $2,000.00 $0.00 $2,000.00
Utility Billing - Option 4 Balance Forward AR $3,500.00 $0.00 $3,500.00
Utility Billing - Option 5 Service Orders $1,200.00 $0.00 $1,200.00
Utility Billing - Standard $3,000.00 $0.00 $3,000.00
Work Order Opt 1 - Work Order Asset $3,250.00 $0.00 $3,250.00
Work Order Opt 2 - Closed Work Order History No Cost Data $5,500.00 $0.00 $5,500.00
TOTAL: $63,300.00
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Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held
for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.
All primary values quoted in US Dollars
MUNIS Discount Detail
Description One Maint Year One Maint
Basis Discount Net
Financials:
Accounting/GUBG/AP $80,000.00 $80,000.00 $0.00 $14,400.00 $14,400.00 $0.00
Fixed Assets $24,200.00 $24,200.00 $0.00 $4,356.00 $4,356.00 $0.00
Inventory $24,200.00 $24,200.00 $0.00 $4,356.00 $4,356.00 $0.00
Project & Grant Accounting $18,200.00 $18,200.00 $0.00 $3,276.00 $3,276.00 $0.00
Purchase Orders $24,000.00 $24,000.00 $0.00 $4,320.00 $4,320.00 $0.00
Requisitions $17,000.00 $0.00 $17,000.00 $3,060.00 $3,060.00 $0.00
Work Orders, Fleet & Facilities Management $30,250.00 $0.00 $30,250.00 $5,445.00 $5,445.00 $0.00
Payroll/HR:
Payroll w/ESS $16,100.00 $16,100.00 $0.00 $2,898.00 $2,898.00 $0.00
HR Management $7,700.00 $7,700.00 $0.00 $1,386.00 $1,386.00 $0.00
Revenue:
Utility Billing CIS $14,500.00 $0.00 $14,500.00 $2,610.00 $2,610.00 $0.00
Tyler Cashiering $32,000.00 $0.00 $32,000.00 $5,760.00 $5,760.00 $0.00
Business License $20,000.00 $20,000.00 $0.00 $3,600.00 $3,600.00 $0.00
General Billing $10,000.00 $0.00 $10,000.00 $1,800.00 $1,800.00 $0.00
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MUNIS Discount Detail
Description License License Discount License Net Maintenance Year One Maint Year One Maint
Basis Discount Net
Accounts Receivable $22,000.00 $22,000.00 $0.00 $3,960.00 $3,960.00 $0.00
UB Interface $4,400.00 $0.00 $4,400.00 $792.00 $792.00 $0.00
Productivity:
IVR Gateway $9,000.00 $0.00 $9,000.00 $1,620.00 $1,620.00 $0.00
Munis Analytics & Reporting $80,600.00 $80,600.00 $0.00 $14,508.00 $14,508.00 $0.00
Tyler Content Manager SE $30,000.00 $0.00 $30,000.00 $5,400.00 $5,400.00 $0.00
Tyler Forms Processing $13,500.00 $13,500.00 $0.00 $2,700.00 $2,700.00 $0.00
Other:
EnerGov Citizen Access Portal $6,000.00 $0.00 $6,000.00 $1,500.00 $1,500.00 $0.00
EnerGov e-Reviews $8,250.00 $0.00 $8,250.00 $2,063.00 $2,063.00 $0.00
EnerGov ESRI Integration $10,000.00 $0.00 $10,000.00 $2,500.00 $2,500.00 $0.00
EnerGov iG Workforce Mobile $8,250.00 $0.00 $8,250.00 $2,063.00 $2,063.00 $0.00
EnerGov Intelligent Objects Automation $10,665.00 $0.00 $10,665.00 $2,666.00 $2,666.00 $0.00
EnerGov Permits & Inspections $16,500.00 $16,500.00 $0.00 $4,125.00 $4,125.00 $0.00
MUNIS Disaster Recovery Service $0.00 $0.00 $0.00 $23,469.00 $0.00 $23,469.00
OSDBA Contract Services $0.00 $0.00 $0.00 $23,469.00 $0.00 $23,469.00
TOTAL: $537,315.00 $347,000.00 $190,315.00 $148,102.00 $101,164.00 $46,938.00
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Comments
Tyler's OSDBA Service is calculated at 25% of the MUNIS annual maintenance. There is a $2.500 mi„innlm anal fee and a $30.000 maxinuun annual fee.
Tyler's Disaster Recovery Service is calculated at 25;0 of the MUMS annual maintenance. There is a $5.000 minlmnn amntal fee and a S30.000 maximum annual fee for Disaster
Recovery service. The Disaster Recovery fees are applicable only to one Live MUAIIS database and excludes all test and training databases.
Conversion prices are based on a single occurrence of the database. If additional databases need to be com erted, these will need to be quoted.
Tyler's quote contains estimates of the amount of services needed. based on our preliminary understanding of the size and scope of your project. The actual amount of services
depends on such factors as you level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted. prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local. city or federal sales. use excise. personal property or other similar taxes or duties. which you are responsible for determining and
remitting.
In the event Client cancels services less than two (2) weeks in advance. Client is liable to Tyler for (i) all non-refindable expenses incurred by Tyler on Client's behalf: and (ii)
daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
Tyler provides onsite training for a nmaxhnum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of
a
class is needed Tyler will either provide additional days at then-current rates for training or "tiler will utilize a Train-the-Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition. the license for Content Manager is restricted to rise with Tyler
applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications. Client must purchase or upgrade to Tyler Content Manager Enterprise
Edition.
Tyler's fonu library prices are based on the actual fotn quantities listed. and assume the forms will be provided according to the standard btmnis form template. Any forms in
addition to the quoted amounts and types. including custom fors or forms that otherwise require custom prograrlmning. are subject to an additional fee. Please also note that use
of the Tyler Fonts functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers.
Financial library includes: 1 A;P check. I EFT'ACH. 1 Purchase order. I Contract. 1099M. 1099INI. 10995. and 1099G,
General Billing library includes: 1 Invoice. I statement. i general billing receipt and 1 miscellaneous receipt.
Utility billing library Includes: 1 Utility bill. 1 assessment. 1 UB receipt. 1 Lien letter. 1 UB delinquent notice. 1 door hanger and 1 final utility bill.
Business license library includes: 1 busirmess license and 1 renewal application.
Includes digitizing two signatres. additional charges will apply for additional signnatures.
Project Management includes project planning. kickoff meeting. stans calls. task monitoring. verification and transition to support,
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Comments
Tyler Forms Payroll Core library includes: 1 PR check. 1 direct deposit. I vendor from payroll check. 1 vendor from payroll direct deposit. W2. W2c. and 1099 R.
Personnel Actions Forms Library includes: I Personnel Action form - New and 1 Personnel Action Fonn - Change.
Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted. Tyler reserves
the
tight to adjust prices accordingly.
EnerGov Professional Licensing Forms Library includes 1 Business License form and I Business License Renewal forul.
EnerGov Permits & Code Fonns Library includes I Building Permit. 1 Trades Permit. 1 Zoning Permit and 1 Certificate of Completion OR Occupancy.
e-Planning requires BlueBeam Revu or Adobe Acrobat Pro.
EnerGov utilizes Crystal Reports for creating custom reports and forms. SAP Business Objects - Crystal Reports Developer Edition (SAP Crystal Reports 2011 NTL WIN KUL
License) is required to develop or modify Crystal Reports.
EneiGov modules are limited to a masimnn of 30 users.
The Tyler Software Product Tyler Fonus Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for priming checks.
2015-10717 - Munts ERP and EnerGov PI V2 CONFIDENTIAL 10 of 10
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software, products, and services set forth in the Investment Summary.
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable license fees, products, and services in the Investment
Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. Tyler Software.
1.1 License Fees: License fees are invoiced as follows: (a) 25% on the Effective Date; (b) 50% on the
date when we make the applicable Tyler Software available to you for downloading (the "Available
Download Date"); and (c) 25% ninety (90) days after the Available Download Date.
1.2 Maintenance and Support Fees: The first year maintenance and support fees ($101,164) for the
one (1) year period commencing on the Available Download Date are waived. Subsequent
maintenance and support fees are invoiced annually in advance at our then-current rates on each
anniversary of the Available Download Date. On the 1-year anniversary of the Available Download
Date, you will no longer be responsible for your Eden maintenance and support fees.
2. Professional Services.
2.1 Project Planning Services: Project planning services ($9,000) are invoiced upon delivery of the
Implementation Planning Document.
2.2 Consulting Services: Consulting services, if any, are invoiced 50% upon commencement of the
service and 50% upon completion of the service, by product.
2.3 Data Conversion Services: Data conversion services, if any, are invoiced 50% upon initial delivery of
converted data, by conversion option, and 50% upon Client acceptance to load converted data into
live environment, by conversion option.
2.4 Implementation and Other Professional Services: Implementation and other professional services
are billed and invoiced as delivered.
2.5 Requested Modifications to the Tyler Software: Any requested modifications to Tyler Software are
invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification.
You must report any failure of the modification to conform to the specifications within thirty (30)
days of delivery; otherwise, the modification will be deemed to be in compliance with the
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specifications after the 30-day window has passed.
3. Other Services and Fees.
3.1 Operating System / Database Administration Services: OS/DBA Services ($23,469) are invoiced on
the Available Download Date. OS/DBA Services will renew automatically for additional one (1)
year terms at our then-current OS/DBA fee, unless terminated in writing by either party at least
thirty (30) days prior to the end of the then-current term.
3.2 Disaster Recovery Services: Disaster Recovery Services ($23,469) are invoiced annually in advance
upon our receipt of your data. Disaster Recovery services will renew automatically for additional
one (1) year terms at our then-current Disaster Recovery fee, unless terminated in writing by
either party at least thirty (30) days prior to the end of the then-current term.
4. Third Party Products.
4.1 Third Party Hardware: Third Party Hardware costs ($3,992) are invoiced upon delivery.
5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses will
be billed as incurred and only in accordance with our then-current Business Travel Policy. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided on
an exception basis at no charge. You will incur an administrative fee if you request receipts for all non-
per diem expenses. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are
not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. Maintenance
and support fees are due on each anniversary of the Available Download Date. We prefer to receive payments
electronically. Our electronic payment information is:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Beneficiary: Tyler Technologies, Inc. -Operating
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Exhibit B
Schedule 1
Business Travel Policy
1. 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 advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2)
weeks in advance of commitments. 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 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.
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B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the
specific situation reasonably 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.
3. 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 are available at
www.gsa.gov/perdiem.
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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 Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. 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 p.m. is defined as direct travel time and does not include time taken to stop for dinner
5. 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.
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.
Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software licensed to
you. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term commences on
the date when we make the applicable Tyler Software available to you for downloading (the "Available
Download Date") and remains in effect for one (1) year. The term will renew automatically for additional
one (1) year terms at our then-current maintenance and support fees, unless terminated in writing by
either party at least thirty (30) days prior to the end of the then-current term.
2. Maintenance and Support Fees. The maintenance and support fees for the Tyler Software licensed to you
are listed in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay
undisputed maintenance and support fees within sixty (60) days of the due date. We will reinstate
maintenance and support services only if you pay all past due maintenance and support fees, including all
fees for the periods during which services were suspended.
3. Maintenance and Support Services. As long as you timely pay your maintenance and support fees, we will,
consistent with our then-current Support Call Process:
3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner,
consistent with industry standards, to conform the Tyler Software to the warranty set forth in your
Agreement; provided, however, that if you modify the Tyler Software without our consent, our
obligation to provide maintenance and support services on and warrant the Tyler Software will be
void;
3.2 provide telephone support during our established support hours;
3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party
Software in order to provide maintenance and support services;
3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a maintenance and
support agreement in effect; and
3.5 support prior releases of the Tyler Software in accordance with our then-current release life cycle
policy.
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4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support
services remotely. Therefore, you agree to maintain a high-speed internet connection capable of
connecting us to your PCs and server(s). You agree to provide us with a login account and local
administrative privileges as we may reasonably require to perform remote services. We will, at our option,
use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably
applicable security protocols. If we can't resolve a support issue remotely, we may be required to provide
onsite services. In such event, you agree to provide us with full and free access to the Tyler Software,
working space, adequate facilities within a reasonable distance from the equipment, and use of machines,
attachments, features, or other equipment reasonably necessary for us to provide the maintenance and
support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup
connectivity purposes.
5. Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial
installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler
cannot remotely correct a defect in the Tyler Software); (c) application design; (d) other consulting
services; (e) maintenance and support of an operating system or hardware; (f) support outside our normal
business hours as listed in our then-current Support Call Process; or (g) installation, training services, or
third party product costs related to a new release. Requested maintenance and support services beyond
those outlined in this section will be billed to you at our then current rates.
6. Current Support Call Process. Our current Support Call Process is attached to this Exhibit C at Schedule 1.
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tyler
Exhibit C
Schedule 1
Munis Support Call Process
Tyler Technical Support Department for Munis®
Goal: To provide an effective support mechanism that will ensure 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.tylertech.com).
Support Organization
Tyler's Technical Support Department for its ERP/Schools Division (also referred to as "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 and TCM 8:00am-9:00pm EST Monday-Friday
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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 percent of our daily incoming calls, which means you will often
start working with a Support Specialist immediately upon calling Tyler.
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); and
• 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 email. 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 email 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 email according to the priority of the incident.
Customer Relationship Management System
Every call or email 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).
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Call Numbers
Support's goal is to return clients' calls as soon as possible. Priority 1 calls received before the end of business
will be responded to that day. 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
Support will use all reasonable efforts to address open calls as follows:
Open Maximum number of days a Support managers and analysts
Call support call is open review open calls
Priority
1 Less than a day Daily
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
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31
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:
rant als. P;#'fll arid, Hiuinarl Q tiff:k S U1k if= 4l1 II r3 .i a... Pal ,E;i ti_
Brian Gilman Peggy Wintle Installation
Supped Product Manager -Purchasing Support Product Manager- Utility Billing Dean Wilber
brian.gilman"lertech.com (X4436) peggy.wintle"lertech.com (X4567) Installation Manager
dean. wiIber®tylertech.corn (X4730)
Evan Smith Parker LaChance OS/DBA Team
Support Product Manager- Budget and General Ledger Support Product Manager - Revenue Ben King
evan.smith"lertech.com (X4621) parker.lachance@tylertech.com (X4257) Senior Support Product Manager
ben. ki ng0tylertech.com (X4867)
Holly LaRou Steven Jones TylerForms, Reporting Services & TCM
Support Product Manager- Equipment Senior Support Product Manager Michele Brown
holly. larou"lertech.com (X4482) steven.jones"lertech.com (X4255) Support Product Manager
michele.brown@tylertech.com (X4381)
Tracy Silva a°. !tek tlnrti?!
Support Product Manager - Payroll Patience Stetson
tracy.silva0tylertech.com (X4433) Product Supervisor - Payroll State Reporting
patience. stetson"Iertec h.com (X4165)
Ed Haggerty Ryan Blair
Support Product Manager- Human Resources Development Product Manager
ed.haggerty"lertech.com (X4464) ryan.biair0tylertech.com (X4579)
Sonja Johnson
Senior Support Product Manager
sonja.johnsonOttylertech.com (X4157)
CJ McCarron
Vice President of Technical Support
cj.mccarron@tylertech.com (X4124)
If you are unable to reach the Product Manager, please call C.1 McCarron, Vice President of Technical Support at
800-772-2260, ext. 4124 (cj.mccarron@tylertech.com).
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
• Managed Internet Update (MIU): Allows you to download and install critical and high priority fixes as
soon as they become available.
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• Release Admin Console: Allows you to monitor and track the availability of all development activity for
a particular release directly from 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.
Email Registration
Clients can go to our Web site and register for email "groups" based on specific Munis applications. We use
these groups to inform clients of issues, and to distribute helpful technical tips and updated technical
documentation. 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 - Biweekly Updates
Priority 4 Incidents - Biweekly 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.
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.
.tyler
Exhibit C
Schedule 2
EnerGov Support Call Process
Support Channels
We provide the following channels of EnerGov software support:
(1) Telephone - for urgent or complex questions, users receive toll-free, unlimited telephone software
support.
(2) Email - for less urgent situations, users may submit unlimited emails directly to the software support
group. Email will be used for responses.
(3) On-line submission - for less urgent and project-based questions, users may create unlimited support
incidents through the customer relationship management portal available at the Tyler Technologies
website.
(4) Tyler Community - an on-line resource, Tyler Community provides a venue for all Tyler clients with
current maintenance agreements to support one another, share best practices and resources, and
access documentation.
During the Implementation to Support handoff meeting, at the conclusion of the client's project, Tyler
representatives will provide the most current toll-free telephone number and email address for submitting
support incidents, based on the software licensed.
Support Availability
Our established software support hours are Monday through Friday from 7:00 AM - 7:00 PM Central Time.
Tyler's holiday schedule is outlined below. There will be no support coverage on these days.
New Year's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Eve
Labor Day Christmas Day
Issue Handling
Incident Tracking
When a support incident cannot be resolved during its initiation, the client receives an incident tracking
number for that issue. The incident tracking number is used to track and reference open issues when clients
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contact support.
Incident Escalation
Tyler's software support consists of four levels of personnel:
(1) Software Support Analysts - front-line representatives
(2) Software Support Advisors - more senior in their support role, the Advisors assist Software Support
Analysts and take on escalated issues
(3) Software Support Team Leads - responsible for the day-to-day supervision of Analysts and Advisors
and may assist in incident escalations
(4) Software Support Managers - responsible for the management of support teams for either a single
product or a product group
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately. A software support incident can be escalated by any of the following methods:
(1) Telephone - for immediate response, call toll-free to either escalate an incident's priority or to
escalate an issue through management channels as described above.
(2) Email - clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal - by logging into the client incident portal and referencing the
appropriate incident tracking number, clients can modify the priority of an issue.
Incident Priority
Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client
is responsible for reasonably setting the priority of the incident per the below chart. The goal of this structure
is to clearly understand and communicate the importance of the issue and to describe expected responses
and resolutions.
Issue Priorities & Resolutions
Priority Characteristics of Support Resolution Targets Development
Level Incident Actions
Support incident that causes (a) Tyler shall provide an initial response to
complete application failure or Priority Level 1 incidents within one (1)
application unavailability; (b) business hour of receipt of the support
application failure or incident. Tyler shall use commercially Hot Fix -
1 unavailability in one or more of reasonable efforts to resolve such support Emergency patch
the client's remote location; or incidents or provide a circumvention to software as
(c) systemic loss of multiple procedure within one (1) business soon as possible
essential system functions. day. Tyler's responsibility for loss or
corrupted data is limited to assisting the
client in restoring its last available database.
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Issue Priorities & Resolutions
Priority Characteristics of Support Development
Level Incident Resolution Targets Actions
Support incident that causes (a) Tyler shall provide an initial response to
repeated, consistent failure of Priority Level 2 incidents within four (4)
essential functionality affecting business hours of receipt of the support
more than one user or (b) loss incident. Tyler shall use commercially
Bi-weekly patch -
2 or corruption of data. reasonable efforts to resolve such support regularly-
incidents or provide a circumvention procedures within five (S) business scheduled patch
days. Tyler's responsibility for loss or
corrupted data is limited to assisting the
client in restoring its last available database.
Priority Level 1 incident with an Tyler shall provide an initial response to
existing circumvention Priority Level 3 incidents within one (1)
procedure, or a Priority Level 2 business day of receipt of the support
incident that affects only one incident. Tyler shall use commercially
user or for which there is an reasonable efforts to resolve such support Next Release -
3 existing circumvention incidents without the need for a Scheduled for the
procedure. circumvention procedure with the next next major
published maintenance update or service release
pack, which shall occur at least
quarterly. Tyler's responsibility for lost or
corrupted data is limited to assisting the
client in restoring its last available database.
Support incident that causes Tyler shall provide an initial response to
failure of non-essential Priority Level 4 incidents within two (2)
functionality or a cosmetic or business days. Tyler shall use commercially Future release -
4 other issue that does not qualify reasonable efforts to resolve such support not scheduled;
as any other Priority Level. incidents within two version release cycles reviewed at next
and a cosmetic or other support incident planning stage
that does not qualify as any other Priority
Level incident with a future version release.
Hardware and Other Systems
If in the process of diagnosing a software support issue it is discovered that a peripheral system or its
software is the cause of the issue, we will notify the client so that the client may contact the support agency
for that peripheral system. We cannot support or maintain third-party software or hardware.
In order for us to provide the highest level of software support, the client bears the following responsibility
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related to hardware and software:
(1) All infrastructure executing Tyler software shall be managed by the client.
(2) Support contracts for all third-party software (ex: operating systems, database management systems)
associated with Tyler software shall be maintained. Tyler does not support these third-party products.
(3) Daily database backups must be performed; client shall verify the backups are successful.
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37
'0166 1-11 t I e r
00
Exhibit D
DocOrigin End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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38
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING
AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT
LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
DocOrlaln
SOFTWARE LICENSE
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement" or "EULA") is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as
"You") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any
associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses
any software updates, add-on components, web services and/or supplements that may be provided to you or made
available to you after the date you obtain the initial copy of the Software to the extent that such items are not
accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms
from your distributor, those terms will take precedence over any conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you
should remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
1. LICENSE TERMS
1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or
usage control codes, including serial numbers digitally created and or provided by OF Software Ltd.,
designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants
You a limited, royalty-free, non-exclusive, non-transferable license to download and install a copy of the
Software from www.docorigin.com on a single machine and use it on a royalty-free basis for no more than
120 days from the date of installation (the "Evaluation Period"). You may use the Software during the
Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end on
expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. will be under no
obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you
under an evaluation license will have a 'spoiler' or watermark on the output document. Documents
generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler'
produced. You are not permitted to remove the watermark or 'spoiler' from documents generated using the
software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of
this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to
your breach of the terms of this Agreement), non-exclusive, non-transferable, worldwide non-sublicenseable
license to download and install a copy of the Software from www.docorigin.com on a single machine and
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39
use for development and testing to create collateral deployable to Your production system(s). You are not
entitled to use a development and testing license for live production purposes.
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and
resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement,
OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of
the terms of this Agreement), non-exclusive, non-transferable, worldwide non-sublicenseable license to use
the Software in accordance with the license type purchased by you as set out on your purchase order as
further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with
an approved distributor of the Software, and approved by OF Software, the default license to the Software is
a per-CPU license as described in A. below:
A. Per-CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is consider one (1) CPU., and
any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on
which the Software is installed shall be deemed to operate the Software unless You configure that
computer (using a reliable and verifiable means of hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer.
B. Per-Document. This is defined as a fee per document based on the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance a batch of invoices for 250 customers may contain 1,000 pages, this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per-Surface. This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF),
each page placed in the file is considered a surface. A document may contain 1 or more surfaces.
For instance a batch of invoices for 250 customers may contain 500 pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for production simultaneously with a production license with which it is paired.
1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the
installation files for the Software solely for backup or archival purposes. Except as expressly provided in this
EULA, you may not otherwise make copies of the Software or the printed materials accompanying the
Software.
1.7 Third-Party Software License Rights. If a separate license agreement pertaining to an item of third-party
software is: delivered to You with the Software, included in the Software download package, or referenced in
any material that is provided with the Software, then such separate license agreement shall govern Your use
of that item or version of Third-Party Software. Your rights in respect to any third-party software, third-party
data, third-party software or other third-party content provided with the Software shall be limited to those
rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third-party software are granted to You.
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40 •
2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You. You may
not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party
(including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining the written
agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement. You
further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service,
outsourcing service, service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer, decompile, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software
from the DocOrigin website www.docorigin.com. Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to
discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing
terms, release dates, general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that will unlock the more
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that
version of the Software.
4. INTELLECTUAL PROPERTY RIGHTS.
This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd.
or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials,
and any copies of the Software are owned by OF Software Ltd. or its suppliers. All title and intellectual property
rights in and to the content that is not contained in the Software, but may be accessed through use of the
Software, is the property of the respective content owners and may be protected by applicable copyright or other
intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software
contains documentation that is provided only in electronic form, you may print one copy of such electronic
documentation.
5. DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY OF SOFTWARE LTD. HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND
THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN
OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS
AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD.
OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
41
6. LIMITATIONS OF LIABILITY.
6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS
OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF
OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR
SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO
THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY
OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND
REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING
FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS
PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.
6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT
THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
7.2 OF Software Ltd. may terminate this Agreement in the event of any breach by You if such breach has not been
cured within five (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any
amounts paid by You to OF Software Ltd. or its applicable distributor or reseller or affect any obligations You
may have to pay any outstanding amounts owing to OF Software Ltd. or its distributor.
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement.
Within five (5) days of termination or expiration of this Agreement, You shall purge all Software and all copies
thereof from all computer systems and storage devices on which it was stored, and certify such to
OF Software Ltd.
8. GENERAL PROVISIONS
8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of
any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision.
8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect.
8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or
otherwise) without OF Software Ltd.'s prior written consent. OF Software Ltd. may assign this Agreement at any
time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their
respective successors and permitted assigns.
8.4 Governing Law and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No
choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of
the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of
or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or
proceeding.
- Lyitrr
42
8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and
OF Software Ltd. with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments
and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or
otherwise modified by OF Software Ltd. from time to time and the most recent version of the Agreement will be
available on the OF Software website www.docodgin.com.
Last Updated: [July 18 20131
tyler
43
• tyler
.
Exhibit E
MyGovPay/VirtualPay and IVR
1. MyGovPay/VirtualPay Licensing. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer elects
to use MyGovPay or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for Citizen Users
to use for processing online payments.
(a) Special MyGovPay/VirtualPay Definitions.
"Merchant Agreement" means the agreement between Customer and Persolvent that provides for the
Merchant Fees.
"Merchant Fees" means direct costs levied by Visa/Mastercard/Discover or other payment card
companies for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies
has no authority.
"MyGovPay" means the Product of Tyler Technologies that allows members of the public to pay for
Customer's services with a credit or other payment card on the Customer's citizen-facing web portal.
"Persolvent" means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI)
compliant processing agent through which the EnerGov Software passes credit card transactions.
"Use Fees" means the Technology Fees, Authorization Fees and Program/Convenience Fees as listed in
Use Fees Table in Section 2, titled MyGovPay/VirtualPay.
.
"VirtualPay" means the Product of Tyler Technologies that allows the Customer to accept and process
citizen user's credit or other payment card using the EnerGov Software.
(b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPay the following terms apply:
(1) Customer must apply for and agree to a Merchant Agreement with Persolvent.
(2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in
Section 2.
(3) Customer agrees that Use Fees are separate from and independent of Merchant Fees.
(4) Customer agrees that this Agreement does not represent any modification to Customer's
Merchant Agreement with Persolvent.
(S) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and
will not be deposited or owed to Customer in any way.
(6) Customer agrees that MyGovPay's and VirtualPay's ability to assess Use Fees is dictated by the
Card Associations whose rules may change at anytime and for any reason. If MyGovPay and/or
VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that
MyGovPay/VirtualPay reserves the right to negotiate a new pricing model with Customer for the
continued use of MyGovPay and/or VirtualPay.
2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply if
Customer elects to use MyGovPay/VirtualPay.
tyler
44
Use Fees
EnerGov's MyGovPay (Online / card-not-present payments)**
MyGovPay (Online Payments) MyGovPay (Online
Payments)
Percentage Based Fee +Transaction Fee
Option 1: 279% $0.20
Government Entity Paid
Option 2: 3.29% N/A
Patron Paid
**ACH processing is available for a fee of $20 per month and $0.30 per transaction.
EnerGov's VirtualPay (retail card present)
VirtualPay (Retail Payments) Virtual Pay (Retail Payments)
Percentage Based Fee +Transaction Fee
Option 1: o
Government Entity Paid 2.59/ $0.15
Option 2: 2.99% N/A
Patron Paid
Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that
the average transaction amount is below $30, we reserve the right to apply an additional $0.20 service fee.
3. Interactive Voice Response ("IVR"). If IVR is selected by Customer and included in the pricing, the following
additional terms and conditions shall apply of this Agreement:
(a) Network Security. Customer acknowledges that a third-party is used by Tyler Technologies to process IVR
data. Customer's content will pass through and be stored on the third-party servers and will not be
segregated or in a separate physical location from servers on which other customers' content is or will be
transmitted or stored.
(b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of
content to be used solely in conjunction with the EnerGov Software.
(c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose.
(d) Critical Application. Customer will not use the IVR system for any life-support application or other critical
application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave
problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in
getting medicate care or other emergency services.
(e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable,
deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be
knowingly transmitted by Customer or Users.
(f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO
REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
tyler
45
Page 1 / 1
CITY OF
® ASHLAND ATE PO NUMBER
20 E MAIN ST. 12/24/2015 13306
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 000064 SHIP TO: Ashland Finance Deartment
TYLER TECHNOLOGIES, INC (541) 488-5300
EDEN SYSTEMS DIVISION 20 E MAIN STREET
PO BOX 203556 ASHLAND, OR 97520
DALLAS, TX 75320-3556
FOB Point: Ashland, Oreqon Req. No.:
Terms: Net 30 days Dept.:
Req. Del. Date: Contact: Lee Tuneberq
Special Inst: Confirming? No
Quantity Unit Description Unit Price Ext. Price
Software License and Services 608,045.00
Tyler Technoloqies License and
Service Agreement
Approved by City Council 12/15/2015
i
SUBTOTAL 608 045.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 608,045.00
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 710.03.08.00.70300 E 000493.999 608,045.00
VENDOR
Autho d Signature COPY
FORM#3 CITY OF
ASHLAND
REQUISITION Date of request: 12/22/15
Required date for delivery:
Vendor Name 72.-C-14 NO(_.06-1 r S
Address, City, State, Zip tj>V 711116.0- 2> 424 v 6-
Contact Name & Telephone Number yi4-'Z-, 6 L k-1174 M r O 14 0 9S,
Fax Number
486Y j'>rA2, ASsoc cOufA*t-
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached Attach co of council communication If council approval required, attach co of CC
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
Date approved by Council:
❑ Direct Award (Attach copy of council communication) Contract #
F1 Verbal/Written quote(s) or proposal(s) - ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment N Written quote or proposal attach Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: I ZI I S ze ISM (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication)
Description of SERVICES Total Cost
SeFrrWkyr-r L,AC-&"5E ANb- Sk2.v4c.es
$ 19 4 S-, O D
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
TOTAL COST
Per attached quotelproposal
Project Number Qpo tt Ts - 94 Q Account Number 710 - d3. OY vo ..may -0'0"a S~~~r X 00
Account Number___-__-__- Account Number--- -
"Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support -Yes /No
By signing this requisition form, l certify that the City's public contracting requirements have been satisfied.
Employee: x Department Head:
( (Equal to or greater $5,000)
Department Manager/Supervisor: City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year YES`/ NO 0- ' t/Z /
Finance Director- (Equal to or greater than $5,000) Date
Comments:
Form #3 - Requisition
ee;e
t I~r
• technologies
5101 Tennyson Parkway
Plano, Texas 75024
P: 972.713.3770
F: 972.713.3777
To Our Valued Customers:
We are happy to announce that Brazos Technology has joined forces with Tyler Technologies, the leading nationwide
provider of end-to-end information management solutions and services for public sector agencies. I am excited by this
partnership and know that the combination of the two companies holds tremendous potential for the advancement of
the public safety software industry; ultimately benefiting you, Brazos Technology customers. Tyler shares the same
high level of commitment to customers and staff that has made our company a leader in public safety software and we
look forward to being a significant part of Tyler's business moving forward.
As part of the process of combining forces, Tyler Technologies is now responsible for processing all financial and legal
transactions for Brazos Technology. Tyler Technologies will now be responsible for providing contracts, invoices,
statements of account and other correspondence with regard to any current or future products or services you may need.
Please update any Brazos Technology account information to reflect our new correspondence address shown below:
Written Correspondence Address:
Tyler Technologies, Inc.
PO Box 203556
Dallas, TX 75320-3556
Also, for your convenience please feel free to remit any Brazos Technology or Tyler Technologies invoice payments
electronically by simply using the information provided below:
Electronic Payment Information:
Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account:4124302472
Beneficiary: Tyler Technologies, Inc. - Operating
Joining Tyler allows us to continue to support our growing client base and provide our software users with the excellent
products and services you have become accustomed to. As always, our customer service teams will be available and
working hard to help you through this transition and answer any and all of your questions.
We look forward to better serving your future needs as a result of the acquisition and appreciate your business.
Sincerely,
Mike McAleer
President