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HomeMy WebLinkAboutbocc.con.077.2008CLERK'S CHECK LIST FOR CONTRACTS SUBMTTTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: 077-08 ORIGINATING DEPARTMENT/DIVISION: Assessor CONTACT PERSON: Tom Isaac PHONE #: 920-5163 PROJECT NAME: Assessor/Treasurer Software Upgrade ^ BOCC AGENDA ITEM (Requires BOCC Signature) CHECK PROCUREMENT TYPE: ®STAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 7/2005) ^None ^Informal ®Fonnal ®Sole Source ^Emergency ^State Bid ^ ^Compliance with House Bills 06-1343 and 07-1073 (iTnder $10,000, Letters of Engagement, etc.) CHECK CONTRACT TYPE: DOLLAR AMOUNT: $162,647 BUDGET LINE ITEM/LEDGER NUMBER: Treasurer 32% 001.12.92462.86514 & Assessor 68% 001.15.92462.86514 (for county employees) ental Agreement (Requires BOCC Action) y Equipment, Supplies UGrant Agreements (Requires BOCC Action) (e.g. revenue) ^Change Order/Contract Amendment CONTRACTORBUSINESS:Tyler Technologies, Inc. -Eagle Division Complete Legal of Name of Business Same as above Contract Execution Date:01/24/08 Contract End Date: N/A Automatic Renewal ^Yes ®No Tenn of Contract: End of project All Contracts should be roofed for the followin P g / ®No Pages Missing / ®If a Page is Left Intentionally Blank -Note on Page / ®Page numbered consecutively / ®All Signatures Affixed / ®All Dates Filled Tn / ®All Other Blanks Filled Tn _ __ / ®All Exhibits Attached / ^HB 06-1343 and 07-1073 Legislation Included in RFP and/or Contract / ^All Legal Descriptions Attached (if appropriate) / ^Notice of Award/Proceed Attached (if appropriate) / ^Warranty,ifapplicable ®Special Instructions for Finance Department: This is an Assessor/Treasurer project ®Sent to Clerk and Recorder for Scanning/Archiving ®Authorized Staff Person's Name: Tom Isaac BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. NOTE: CLERK' S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ~5, 3'' Rev 2/17;Obdq MEMORANDUM TO: File FROM: Tom Isaac RE: Eagle Computer upgrade for the Assessor and Treasurer -SOLE SOURCE DATE: January 22, 2008 SOLE SOURCE PROCUREMENT A contract maybe awarded for a property, service, or construction item without competition when the authorized procurement officer and the County Manager orhis/her designee determine in writing that there is only one acceptable source for the required property, service, or constmction item. The County Manager's approval must be obtained in advance of any sole source projecUpurchase. Pitkin COllnty Procurement Code Section 3- 104. Description of Project/Purchase: This project is a softwaze replacement program for the Assessor's and Treasure's office. We are staying with the same vender we have used for the past 15 yeazs. Budget: $156,647. Budget line item #: Reason for Sole Source: We examined several other systems, but Eagle is the only system which would accommodate both Assessor and Treasurer and would be the best price. Contractor Contacted: Dave Hawker is the sales representative for ECS. Contract #077-08 ~1~~~ Authorized Signature ;f County Manager SALES AGREEMENT ~ r,~ This Sales Agreement (this "Agreement") dated as of JCL`1 ~~d Is entered nTo by and between Pitkin County, Colorado ("CLIENT") and Tyler Technologies, Inc. -Eagle Division ("TYLER"). This Agreement shall become effective as of the last date set forth on the signature page hereto (the "Effective Date"). WHEREAS, CLIENT desires to (i) license certain software from Tyler, (ii) purchase certain hardware and (iii) receive certain related implementation, maintenance and support services from Tyler, all on the terms and subject to the conditons set forth in this Agreement; and WHEREAS, Tyler desires to license such software to CLIENT and sell, deliver, and provide to CLIENT such hardware, implementation, maintenance and support services, all on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing, and the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which all parties mutually acknowledge, the parties agree as follows: CLIENT shall purchase the licenses, products, and related services for the total purchase price as set forth on the table below (the "Purchase Price"). The Purchase Price shall be due and payable to Tyler according to the payment schedule set forth below. The Purchase Price shall remain in effect for a period of ninety (90) days commencing January 9, 2008. Pricing and Payment terms: Pricing Table roduct Total of software license fees Total of Implementation Services Total of 1st Year Maintenance Fees Product Total EagleAssessor with Modules $33,800 Included Below $8,112 $41,912 EagleAppraiser with GIS Viewer $20,800 Included Below $13,800 $34,600 EagleTreasurer $25,200 Included Below $10,512 $35,712 Integrated Scanning and Ima in $15,000 Included Below $3,600 $18,600 Services for EagleAssessor/Appraiser/ Treasurer $0 $80,705 $0 $80,705 Migration Credit for AIMS+plus ($17,316) $0 $0 ($17,316) Migration Credit for CAMA+plus ($14,976) $0 $0 ($14,976) Migration Credit forTlMS+plus ($17,190) $0 $0 ($77,190) Migration Credit for ECSimage ($5,400) $0 $0 ($5,400) CATEGORY TOTALS $39,918 $80,705 $36,024 $156,647 ' The services fees have been estimated based on a typical installation for a county the size of CLIENT and assumes that CLIENT is able to meet its obligations regarding staff availability for all scheduled SALES AGREEMENT training, hardware delivery dates, and other deliverables scheduled hereunder. Service hours could be greater or less than quoted. Actual hours spent on project services will be invoiced. Any additional hours and related expenses shall be scheduled, incurred and billed only with the consent of the CLIENT's project manager. Payments Table Client will pay within thirty (30) days of billing as follows: Purchase Prlee 5756,647 OF the total purchase price, payments will be made by the CLIENT to TYLER as follows: Initial payment due and payable upon signing of $~ 1 ~ this Agreement Due and payable upon loading of the EagleAssessor, EagleAppraiser, EagleTreasurer, $~ 311 EagleWeb, and Integrated Scanning & Imaging software with all assocated modules Due and payable upon Verification of the EagleAssessor,EagleAppraiserand $30 156 EagleTreasurer software with all associated , modules First year support for EagleAssessor due and payable upon Verification of the EagleAssessor $8,112 software and associated modules First year support for EagleAppraiser due and payable upon Verification of the EagleAppraiser $13,800 software and associated modules First year support for EagleTreasurer due and payable upon Verification of the EagleTreasurer $10,512 software and associated modules First year support for Integrated Scanning & Imaging due and payable upon Verification of this $3,600 module NOTES: 1. Prices and license fees are exclusive of all federal, state, municipal ar other political subdivision, excise, sales, use, properly, occupational, or like taxes now in force or enacted in the future and are therefore subject to an increase equal to any such taxes TYLER may be required to collect or pay upon the sale or delivery of the Products or Services purchased or licensed hereunder. Should TYLER be required to pay any of these taxes as a result of this contract, the appropriate amounts will be added to the invoices for the payments listed above. 2. CLIENT understands that it will be responsible for providing the appropriate database software for the applications being provided under this Agreement. This responsibility includes payment of all license fees due to the licensor of the database products and maintenance costs associated with the products. As part SALES AGREEMENT of the implementation services, TYLER will confer with CLIENT concerning database and version selection and setup. This Agreement consists of the Sales Agreement with the following Exhibits, each of which is incorporated herein by reference: Exhibit A -Terms and Conditions; Exhibit B -Software License Agreement Exhibit C -Description of the Software, Services and Maintenance Fees Exhibit D -Software Support Agreement SALES AGREEMENT THIS AGREEMENT, INCLUDING THE EXHIBITS, CONSTITUTES THE EXCLUSIVE STATEMENT OF THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ANY PRIOR ORAL OR WRITTEN REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO WARRANTIES FROM TYLER TO CLIENT EXCEPT AS SPECIFICALLY SET FORTH HEREIN. EXCEPT FOR ANY SUCH WRITTEN WARRANTIES, TYLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. ANY AMENDMENTS, ADDENDA, ALTERATIONS OR MODIFICATIONS TO THE TERMS OR CONDITIONS OF THIS AGREEMENT SHALL BE IN WRITING AND SIGNED BY BOTH PARTIES. By execution in the space below, each party represents that this Agreement has been read in its entirety and has been executed by an authorized representative. CLIENT: PITKIN COUP ~'TY, COLO By: -f//l//i Lax ~ ~~~LL L~/- Name: 1`/1 r~s~ ~'Z ~ ~h ~'!< Ft~~ °_ Title: <~eiJti~('~/ ,~1/-Iti-'rl~,~k'-_ Date: l- ~¢- ~ oP, Address for Notices: SQ(a C " I~ i„ ~. '#a()a S~Pa'I ~ ~1J c~lloll Facsimile Number(~~0- a~D-Sj 7~ Phone Number 770 - 9~0 S/(~j TYLER TECHNOLOGIES, INC. -EAGLE DIVISION By: Name: ~~ ~ r U ~~~EC C`~ Title: r`_ FCC Date: _ /~~~~~GOb~ Address for Notices: 120 East Third Street, Box 1020 Eagle, CO 81631 Facsimile Number 970-328-6521 Phone Number 800-554-4434 SALES AGREEMENT EXHIBIT A -TERMS 8 CONDITIONS A. VERIFICATION OF THE SOFTWARE PRODUCTS: At CLIENTS optional request within thirty (30) days after each software product has been installed on CLIENTS system, TYLER will test and verify the software product in accordance with TYLER'S standard Verification test procedure by demonstrating to CLIENT that the software product is loaded on the CLIENTS hardware system, is fully operational and substantially complies with TYLER's written specifications for the software set forth in Exhibit C. Timing of Verification may vary as agreed between TYLER and CLIENT in writing during the planning phase of the project If CLIENT does not request Verification, Verification for each software product will be deemed to have occurred thirty (30) days after loading of that software product on CLIENTS system. B. TRAINING: TYLER shall provide training as specified in Exhibit C, Description of the Software, Services, Hardware and Maintenance Fees. CLIENT shall have the following obligations with respect to training: (i) CLIENT staff shall be available for training as scheduled and agreed upon; (ii) training shall be provided in a suitable training location and on equipment provided by the county unless other arrangements are previously made with TYLER; (iii) CLIENT staff tlme shall be dedicated to the training sessions with minimal intercuptions; and (iv) CLIENT staff shall be familiar with desktop computers and the Windows (client) operating system. C. SUPPORT SERVICES: The terms and conditions for support of the software are set forth in Exhibit D of this Agreement. D. ADDITIONAL SERVICES: Services requested by CLIENT beyond the scope of this Agreement or the Software Support Agreement (if any) shall be provided at the following rates, which TYLER may change on thirty days written notice to CLIENT: Professional Services (remote or on-site): $140 /hour Per Diem andlor Travel Expenses: $355 per diem (rental car, hotel, meals and incidentals, e.g. telephone charges) plus travel time of $75lhour and travel expenses (airfare or mileage). Travel arrangements shall always be made in the best interest of the CLIENT. E. PROJECT MANAGEMENT: CLIENT agrees to designate in writing a primary contact (the °Project Manager') to represent CLIENT and help coordinate CLIENTS personnel during the design, development, installation, training and maintenance of the system. The Project Manager shall have the authority to amend delivery schedules, seek additional services hours, and authorize other changes to this Agreement. F. LATE PAYMENTS: If CLIENT fails to pay any charges when due and payable, CLIENT agrees that TYLER shall have the right to invoice and CLIENT shall pay all costs, inGuding reasonable attorney Exhibit A Page 1 SALES AGREEMENT fees, expended in collecting overdue charges plus a late payment charge of the lesser or 1.5% per month or the highest rate allowable by law, whichever is less, on the unpaid balance. Accrual of the late payment charge begins sixty (60) days after such payment is due. G. CANCELLATION OR TERMINATION: Either party may terminate this Agreement upon sixty (50) days' prior written notice to the other party. In the event this Agreement is cancelled or terminated by CLIENT, CLIENT shall pay for all software products, services, and expenses delivered or incurred prior to the effective date of the cancellation or termination. H. INTELLECTUAL PROPERTY INDEMNITY: If any action or proceeding is brought against the CLIENT that alleges that all or any part of the Software or any other deliverable, in the form supplied, or modified by TYLER, or the CLIENT'S use thereof, infringes or misappropriates any United States copyright or patent or Vademark or any Vade secret, or violates any other contract, license, grant, or other proprietary right of any third party, the CLIENT, upon its awareness, shall give TYLER prompt written notice thereof. TYLER shall defend and hold CLIENT harmless against any such claim or action with counsel of TYLER'S choice and at TYLER'S expense and shall indemnify the CLIENT against any liability, damages and costs resulting from such Gaim. The CLIENT shall cooperate with and may, at its own expense, monitor TYLER in the defense of any Gaim, action or proceeding and shall, if appropriate, make employees available as TYLER may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is based, in whole or in part, upon modifications to the Licensed Software made by the CLIENT, or any third party under CLIENT'S directions, or upon the unauthorized use of the Licensed Software by CLIENT. If the Licensed Software or any other deliverable becomes the subject of a Gaim of infringement or misappropriation of a copyright, patent, Vademark, or Vade secret or the violation of any other conVactual or proprietary right of any third party, TYLER shall at its sole cost and expense select and provide one of the following remedies, which selection shall be in TYLER'S sole discretion: (i) prompty replace the Licensed Software or the other deliverable with a compatible, functionally equivalent, non-infringing system or deliverable; (ii) promptly modify the Licensed Software or the other deliverable to make it non-infringing; or (iii) promptly procure the right of CLIENT to use the Licensed Software or the other deliverable as intended. I. LIMITATION OF LIABILITY: TYLER shall not be liable for any loss, damage or claim arising under this Agreement, regardless of the form of action, except for the loss or damage caused by the negligence of TYLER. TYLER'S total liability to CLIENT for any loss, damage or Gaim shall not exceed the total amounts paid to TYLER under this Agreement. In no event shall TYLER be liable for (i) any special, indirect, incidental, or consequential damages; or (ii) any damage resulting from loss of use, data or profits. Notwithstanding anything in this Agreement to the conVary, CLIENTS remedies against TYLER shall be limited to either (i) replacement or repair of any defective products or services, or, (ii) a refund of all sums paid by CLIENT to TYLER for the defective products or services and for any other goods or services rendered substantially worthless because of the defective products or services, the selection of which shall be in TYLER'S sole discretion. Exhibit A Page 2 SALES AGREEMENT J. INDEMNITY FOR INJURY TO PERSONS OR PROPERTY: TYLER shall release, indemnify, defend and hold harmless CLIENT from any and all liability, loss or damage, inGuding reasonable costs of defense, that they may suffer as a result of Gaims, demands, actions, or damages to any and all persons or property to the extent that such results from the gross negligence or intentional acts of TYLER, its officers, agents or employees. This indemnfication shall not apply to the extent such Gaims, demands, actions, or damages result from the acts or omissions of CLIENT, its officers, agents or employees. This indemnification shall survive the termination of this Agreement. To the extent permitted by the laws of the CLIENT'S state of domiale, CLIENT shall release, indemnify, defend and hold harmless TYLER from any and all liability, loss or damage, inGuding reasonable cost of defense, that TYLER may suffer as a result of Gaims, demands, actions, or damages to any and all persons or property W the extent that such results from the gross negligence or intentional acts of CLIENT, its officers, agents or employees. This indemnification shall not apply to the extent such claims, demands, actions, or damages result from the acts or omissions of TYLER, its officers, agents or employees. This indemnification shall survive the termination of this Agreement. K. FORCE MAJEURE: Either party shall be excused for reasonable delay or reasonable failure to perform its obligations hereunder for causes beyond its control, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, illness, acts of public enemy, war, rebellion, riot, terrorism, sabotage, Vansportation delays, labor disputes, acts of God, acts of federal, state, or local governments or any agency thereof, judicial action or other causes beyond its conVol. L. CLIENT RESPONSIBILITIES: 1. Backups: CLIENT is responsible for maintaining current backups of all data and images according to the backup procedure recommended by TYLER. This procedure indudes adherence to a backup schedule, rotation requirements, verification of successful backups and off-site storage provisions. 2. Working Space: CLIENT agrees to provide TYLER with sufficient working space and time, access to the computer system and other facilities and adequate time on the part of appropriate CLIENT staff, including supervisory staff, during normal business hours as shall be reasonably required for TYLER to install and maintain the system and Vain CLIENT personnel. 3. Internet Connectivity: CLIENT shall make available to TYLER access via a symmetric high-speed Internet connection, 512 KbIS or faster, for System support. CLIENT shall install or allow TYLER to install communication software designated or approved by TYLER and allow TYLER remote access via ahigh-speed Internet connection for purposes of analyzing and updating the System and corecting problems. CLIENT shall provide TYLER with access to all TCP/IP ports on any systems that host the TYLER application infrastructure. Failure by CLIENT to provide or maintain adequate Exhibit A Page 3 SALES AGREEMENT Internet access, inducting provision for high-speed information transfer, may result in additional support fees or, in circumstances where low-speed connections are deemed to be obsWCting TYLER in its efforts to carry out support functions, in termination of the Support Agreement, at TYLER's discretion. 4. CLIENT Procured Hardware: Should the CLIENT choose to procure some or all of the system hardware to support the proposed application, CLIENT acknowledges receipt of a list of recommended hardware from TYLER. While the equipment list previously provided is appropriate for most installations, some client-sites require additional hardware, the necessity of which may not be discovered until the site prep phase of services. Accordingly, during the site-prep phase of the services, TYLER technicians may recommend additional hardware or modifications to this hardware list. Examples of situations in which such recommendations could occur include, but are not limited to, excessive applications running on servers, inadequate backup configurations or equipment and lade of adequate Internet connection equipment. During the site-prep phase of the project, CLIENT and TYLER will mutually agree on the final hardware configuration that the CLIENT is to procure M. MISCELLANEOUS: 1. ASSIGNMENT: This Agreement may not be assigned by CLIENT. TYLER may not assign this Agreement without the prior written consent of CLIENT, which consent shall not be unreasonably withheld. 2. NOTICE: All notices which CLIENT or TYLER may have cause to give to the other shall be delivered in writing to the address set forth on the signature page hereto (or other address as notfied in writing by the parties) via overnight delivery, hand delivery, or facsimile followed with an original via certified mail, effective upon receipt or three days after sending, whichever is eariier. 3. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of CLIENT's state of domicile. 4. DISPUTE RESOLUTION: In the event of a dispute between the parties under this Agreement pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. 5. SEVERABILITY: If any provision of this Agreement is held to be void or unenforceable by the courts in connection with litigation over this Agreement, the validity of the remaining provisions shall not be affected and the rights and obligations of the parties shall be conswed and enforced as if the contract did not contain the particular provision held to be void or unenforceable. Exhibit A Page 4 SALES AGREEMENT 6. LEGAL EXPENSES: If attomeys' fees or other costs are incurred to secure performance of any obligations under this Agreement or to establish damages for the breach thereof or to obtain any other appropriate relief, whether by way of prosecution or defense, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection therewith. 7. AMENDMENT: This Agreement may be amended only by a written document executed by all parties hereto. 8. GOVERNMENTAL PURPOSE: CLIENT acknowledges that it is entering into this Agreement for a governmental purpose, and that this is not a consumer Vansacfion. 9. NO JOINT VENTURE: Nothing contained in this Agreement shall be consWed to imply that a joint venture or partnership is created by and between the parties hereto. 10. DOCUMENTS CONSTRUED TOGETHER: The documents constituting this Agreement are intended to be complementary sa that what is required of one of them shall be binding as if calledtor by all of them. 11. INCONSISTENCIES: Any inconsistencies in the Agreement shall be resolved by the following order of preference: a) Sales Agreement b) Exhibit A -Terms & Conditions; c) Exhibit B -Software License Agreement d) Exhibit C -Detailed Description of the Software, Services, Hardware and Maintenance Fees e) Exhibit D -Software Support Agreement f) Any other Exhibits in their order with E being first. 12. INSURANCE: TYLER shall provide and maintain and/or cause its subconVactors to provide and maintain appropdate insurance. In no event shall the total coverage be less than the minimum insurance coverage specified below: a) Commercial comprehensive general liability with a combined single limit of not less than $1,000,000 per occurrence, incuding bodily and personal injury, broad form properly damage, blanket conVactual, contractor's protective and products and completed operations; b) TYLER shall comply with applicable legal requirements for workers compensation; and c) TYLER shall maintain throughout the term of this Agreement professional liability insurance with coverage limits in amounts not less than $1,000,000. 13. LABOR LAWS: TYLER shall comply with all existing applicable State and Federal Labor Laws in the performance of the work in this Agreement, including, without limitation, equal Exhibit A Page 5 SALES AGREEMENT employment opportunity laws. 14. NON-DISCRIMINATION. This Agreement is subject to applicable federal and state laws and executive orders relating to equal opportunity and nondiscrimination in employment. Neither TYLER nor its agents or subcontractors shall discriminate in their employment practices against any person by reason of disability, age, race, religion, color, sex, national origin, creed, political affiliation, or veteran status. Tyler agrees to comply, and to cause its agents and subcontractors to comply, with the provisions of said laws and orders to the extent any such laws and orders are applicable in the performance of this Agreement. Exhibit A Page 6 SALES AGREEMENT EXHIBIT B: SOFTWARE LICENSE AGREEMENT This software license agreement covers all software products specifically listed in Exhibit C: Detailed Descdpton of the Software, Services, Hardware and Maintenance Fees. To the extent that additional software products may be induded in future releases, each such additional software product shall be subject to this Software License Agreement. A. DEFINITIONS: 1. Terms not otherwise defined in this Exhibit B, Software License Agreement, shall have the meaning assigned to such temps in the Sales Agreement, including its Exhibits thereto. 2. "TYLER Software" means the software spedfied in this Agreement that meets certain TYLER programming, documentation and support standards, is supported and warranted by the software author identified in the software documentation and is distributed by TYLER. 3. "Software" means the computer software identified in this Agreement, together with all related software documentation, all subsequent documentation, improvements, and updates, in whatever medium, and indudes, without limitation, all users' manuals, technical manuals, systems manuals and keyboard function sUips, however designated, related to any computer software licensed under this Agreement) B. SOFTWARE PRODUCT LICENSE: TYLER hereby grants to CLIENT a revocable, non-exdusive, nontransferable, nonassignable license to use the Software and accompanying documentation and related materials for the internal business purposes of CLIENT only, subject to the conditions and limitations in this agreement. The license is revocable by Tyler if Client fails to comply with the tenns and conditions of this agreement, including without limitation, Client's failure to timely pay the amounts due in full. Upon payment in full, the license shall become irrevocable, subject to restrictions on use and other terms set forth in this Agreement. 2. The foregoing license is limited to the spedfied number of users or spedfic CLIENT departments as set forth in Exhibit C -Detailed Description of the Software, Services, Hardware and Maintenance Fees. Substantial and continued use (as defined solely by TYLER) of the software in excess of the authorized licenses shall constitute the purchase of additional licenses by CLIENT and CLIENT shall be billed and pay for additional licenses beyond those authorized in this Agreement, induding the corresponding software support costs. 3. Ownership of all software products, accompanying documentation and related materials, and any copies, modifications and enhancements to such software products and any related interfaces, induding all intellectual properly rights assodated therewith, shall remain the sole property of TYLER. Exhibit B Page ~ SALES AGREEMENT 4. In implementation of the foregoing license, TYLER shall famish CLIENT with the Licensed Software and with assoclated user instructions and reference documentation, all of which material may be marked with a trade secret notation such as: "The information herein are trade secrets and proprietary properties of TYLER.' The License granted under and subject to the terms and conditions of this Agreement authorizes CLIENT to use the Licensed Software as defined in Exhibit C and the granting of sublicenses is not permitted. CLIENT hereby acknowledges that similar software may be licensed or leased to other users. 5. CLIENT shall have the right to Vansfer this license to a replacement hardware system; provided, however, that (a) CLIENT shall provide TYLER with thirty days advance written notice of any proposed transfer; (b) CLIENT shall be responsible for all costs, including technical assistance (costs shall be billable charges to CLIENT at TYLER's then prevailing services rate); and (c) if database software other than Oracle is used on the CLIENT's servers, CLIENT is responsible for determining the Uansfer requirements for the database software to different hardware. 6. CLIENT acknowledges and agrees: (a) that each item of software, any modifications and enhancements and any related interfaces are valuable trade secret property of TYLER or the author of such item, and that all software bearing a copyright notice is, in addition, subject to the U.S. federal and state copyright laws; (b) that the use of a copyright notice on the Software shall not be taken to indicate that the Software has been published; (c) chat it does not acquire title to the Software under this Agreement; (d) aspects of the Software that are trade secrets include, but are not limited to, the series of instructions or statements that comprise the computer programs, the systems design, modular program structure, system logic flow, file content, video and report formats, coding technique and routines, file handling and speclal search techniques, implementation of function keys, video screen and date handling, and report generation; and (e) to keep the software products confidential and use its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the software products or accompanying documentation. CLIENT shall not perform decompilation, disassembly, translation or other reverse engineering on the Software. CLIENT shall not modify the Software. If CLIENT modifies the Software, TYLER will not support or correct errors in the modified Software or other Software affected by the modifications. 8. CLIENT shall not copy or duplicate any version of the Software, whether physical, magnetic, or otherwise. Notwithstanding the foregong, CLIENT may copy the computer software, at its own expense, fw the purpose of providing up to three (3) back-up copies, provided that CLIENT (a) includes in and on each partial or complete copy all notices of copyright and proprietary rights appeadng in and on the Software, (b) establishes a procedure for accounting for each such copy at all times, and (c) destroys each such copy when it is no longer required. 9. Except for disclosures to its employees and disclosures Veated in the following paragraph, Exhibit B Page 2 SALES AGREEMENT CLIENT shall not disclose or transfer any portion of the Software or software developed with or from the Software, whether in physical, magnetic, or any other form to any person or organization. CLIENT shall use reasonable precautions (a) to ensure that CLIENT and its employees do not make unauthorized disclosures or transfers of the Software and (b) to prevent any unauthorized person or organization from possessing, using, viewing, inspecting, examining or copying any portion of the Software at any time. Without limiting the genereliry of the foregoing, CLIENT shall periodically inform its employees of CLIENT's obligations regarding the Software, and CLIENT shall be responsible for breaches of this provision by such employees. CLIENT agrees to notify any other author immediately of the possession, use, or knowledge of any portion of the Software by any unauthorized person or organization. In each case in which such unauthorized activity is related to the activities of CLIENT, or an employee of CLIENT, CLIENT agrees to fake all steps reasonably necessary to terminate such unauthorized activity and to retrieve any copies of the Software which are in unauthorized hands. In any legal proceeding initiated by CLIENT in connection with such activities, TYLER or any other author may assume the prosecution of such proceeding, if such party, in its sole discretion, deems that its interests so require. CLIENT will promptly famish TYLER or any other author full details! of any unauthorized possession, use, or knowledge of the Software, and will assist in preventing the recurcence of such possession, use or knowledge. The provisions of this paragraph shall not limit in any way the rights of TYLER or any other author to recover damages or obtain other relief against CLIENT for breach of this paragraph by CLIENT or its employees. CLIENT shall keep each and every item comprising the Software free and dear of all claims, liens, and encumbrances except those of TYLER and each author and any act of CLIENT, voluntary or involuntary, purporting to create a claim, lien or encumbrance on such an item shall be void. 10. CLIENT may disclose the Software to an independent contractor retained by CLIENT in connection with its use of the SofNvare, provided that such independent contractor has, prior to such disclosure, executed a written non-disclosure agreement with TYLER on terns and conditions acceptable to TYLER. Notwithstanding the foregoing, TYLER may elect to deny disclosure to a third party in its sole reasonable discretion. 11. In order to help preserve the confidentiality of the Software, TYLER has or may in the future provide (a) scrambled or protected code or only object code for certain portions of the Software, or (b) implement other security measures regarding the Software. CLIENT agrees not to unscramble, decode, disassemble, or decompile such items, nor to dreumvent such security measures for any purpose whatsoever, without the written consent of TYLER. 12. In the event CLIENT attempts to use, copy, disclose or transfer the Software or any modification thereof in a manner contrary to the terms of this Agreement or in derogation of the rights of TYLER or any other author, whether those rights are explicitly stated, determined by law or otherwise, TYLER and each author or any of them shall have the right, in addition to any other remedies available, to injunctive relief enjoining such acts, it being acknowledged that other remedies are inadequate. In addition to the foregoing, upon such improper use, copy, disclosure, Exhibit B Page 3 SALES AGREEMENT or transfer of the Software by CLIENT, the licenses hereunder shall terminate immediately. 13. In the event of termination or expiration of this Agreement, the license rights granted to CLIENT shall immediately terminate and CLIENT shall immediately realm, unencumbered, all existing copies of the Software to TYLER and certify to TYLER that all copies or partial copies of the Software have been reWmed or destroyed. 14. In the event of termination or expiration of this Agreement, all rights and the license granted to CLIENT hereunder shall forthwith terminate with respect to CLIENT. CLIENT may not thereafter in any manner avail itself of the rights granted in this Agreement. 15. THE OBLIGATIONS AND REMEDIES OF THE PARTIES REGARDING PROPRIETARY RIGHTS WHICH ARE SET FORTH IN THIS AGREEMENT SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. C. LIMITED WARRANTY AND LIMITATION OF LIABILITY: 1. The media on which the Licensed Software is provided shall be, upon delivery and installation, free of defects in material and workmanship. 2. The Licensed Software shall possess all material Wnctlons and features, and shall perforn in accordance with the specifications set forth in Exhibit C and in curent documentation, and to the extent that the Software does not so perform, TYLER shall fix defects and provide such other remedial services as set forth in the Software Support Agreement, which shall be the sole remedy of CLIENT. 3. The Licensed Software shall be compatlble with the Operating System, application programs, CPUs, and networks specified in the recommended hardware configuration. 4. TYLER does not warrant the Software against faulty performance due to (a) failure of operating systems, compilers, interpreters, utilities or other software not supplied by TYLER, to perform according to their respective specifications or (b) damage to any software or data caused by any software not supplied by TYLER. 5. Portlons of the Licensed Software may have been developed by and may be the proprietary property of a third party (the "Third Party Software"). TYLER warrants that it has the legal right to license such Third Party Software and all warranties related to such Third Party Software shall pass through to CLIENT. 6. TYLER warrants that it possesses all legal rights to the software developed by TYLER that is supplied as part of this Agreement. THE TYLER SOFTWARE IS DELIVERED WITH THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH C ONLY. TYLER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, EMPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES, Exhibit B Page 4 SALES AGREEMENT OBLIGATIONS, AND LIABILITIES OF TYLER AND THE RIGHTS AND REMEDIES OF CLIENT SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. D. SCOPE AND TERM OF LICENSE: The license rights to use the Software granted to CLIENT are non-exclusive and are subject to the terms of this agreement. Such use is limited to a maximum number of runtime users or specific organizations in the CLIENT'S County as defined in Exhibit C and to the preparation of data and reports for CLIENT and for other affiliated organizations, provided that the processing is done by CLIENTS personnel on CLIENTS computers or temporary substitute computers. The Software may not be used by third parties, nor may CLIENT use the Software to process data for third parties, except as may be specifically required by the duties of the CLIENT's office. E. CORRECTIONS, ENHANCEMENTS, AND NEW VERSION RELEASES: Provided that CLIENT is operating under a valid Software Support Agreement, inGuded as Exhibit D to the Agreement, TYLER may from time to time make available to CLIENT corrections and enhancements to the version of the Software or new version releases that are designed to improve the performance of, or add capabilities to, an existing application version of the Software. TYLER may issue such items as amendments to existing releases of the Software or may incorporate the items into new releases. New releases will be substantially compatible with earlier releases. CLIENT shall bear all costs for conversion and reprogramming necessitated by custom modifications. F. MISCELLANEOUS: 1. TYLER or any other author may at any time, without notice, modify the Software or implement a new release of the Software as reasonably necessary to provide additional software security. CLIENT agrees to install such modified Software or new release promptly after receipt. 2. In recognition of the extraordinarily confidential nature of the Software, in no event shall the Software be subject to any levy, execution, attachmen4 garnishment, w seizure of any kind by any creditor, receiver, trustee in bankruptcy, or any other person, party, executor, successor, or assignee. Exhibit B Page 5 SALES AGREEMENT EXHIBIT C: DESCRIPTION OF THE SOFTWARE, SERVICES AND MAINTENANCE FEES Exhibit C Page 1 Pkkin County Assessor Treasurer January ~, zoos Assessor and Treasurer Upgrade Price EagleAssessor Base License Fee (per installaton of the master application) Optional Modules Personal Property Module Protest Tracking Module ~ zo,eoo 1 6,500 1 6,500 zo,aoo 6,500 6,500 a,ssz 1.560 1,560 Sub-Total for Ea IeAssessor 33,800 8,112 MI ration Credit for Price Paid for AIMS+ lus (17,316) Software Total for EagleAssessor Module: 218,484 58,112 EagleAppraiser Base License Fee (per installation of the master applicatan) 1 20,800 20,600 8,400 O tional Modules Sub-Total for Ea IeA raiser 20,800 13,800 MI ration Credit for PAce Paid for CAMA+ lus ($14,876) Software Total for EagleAppraiser Module: 55,824 513,800 EagleTreasurer Base License Fee t z5,zoo z5,zoo s,oae (per installation of the master application) Sub•Total for Ea IeTreasurer 25,200 10,512 MI ration Credit for Price Paid for 71MS+ lus (17,190) Software Total for EagkTreaaurer Module: 58,010 10,512 CLIENT departments Iicanwd to usa the Sokware are the Pitkin County Assessor, Apprelaar and Treasurer Dspartmsnts Exhibit C Page 2 Pitkin County Assessor Treasurer January ~, zoos Price (COntlnued) ProlectManapemeM 1 2,100 2,100 Analysis, Deelpn and Sla Propantlon 1 6,645 6,545 sne cenle~atwn Slti CertiOcation [)oeumenti0on Sapinp of Software 1 7,840 7,840 Software Con8pure8an, Stiginp end Validation Creatlon of Appreisal Models - up to five Models inGutled TesUnp 6 User Aeppanee 1 2,800 2,800 Insallatlon SaMws 1 4,330 4,330 Software (and Hardware) Instillation Training 1 37,500 37,500 System Setup CvrSne Twining WebFx Training 7 2,400 2,400 Go-Liw 7 16,950 18,950 Go-Live Assisance and Services Produetlon Systems Trensitlon 1 140 140 Daa Upload 1 included incuded Daa Upk>ad Services Image Upload 1 inGUded inGudetl Image Upk7ed Services Sketch Conversion 1 0 0 Sketch Conversion Services Service Totab for Appliwtlons listed above: 580,705 Toal for Applications, Services and Third Party Software listed above: 5111,023 Support for Exhibit C Pepe 3 Pitkin County Assessor Treasurer January ~, zoos Additional Modules Assessor Parcel Specific Content Management (Scanning, Imaging 8 Content) > >,soo ~.soo f,eoo Treasurer Parcel Specific Content Management (Scanning, Imaging 8 Content) ~ ~,soo ~.soo 1,soo Sub-Total for Ima In and Workflow Software 15,000 3,600 MI ration Credit Tor Price Paid for ECSIma a $5,400 Total for Imaging and Workflow Software: S9,ff00 ~~ Exhibit C Page 4 Pitkin County Assessor Treasurer DESCRIPTION OF SERVICES 1. Prolact Manaaemant Includes estimated professional services, (ravel ame and expenses, and per diem costs required for on-site visits as well as general project development. Project management includes communications and meetings with end user stall members for general development the specific project; Project Plan and Schedule, Conversion Plan, Installation/Implementation Plan, Training Plan and schedule as well as data and software testing plan and on-going Project Management. 2. Business Analysis Includes estimated professional services required for information gathering on business processes, creation/tliscussion of forms, business/calculation motlels, workflow, etc. 3. Software Configuration & Staaina Includes estimated professional services, travel time, expenses, antl per diem costs for staging, cenfguration installation of cenfigumd application software and hardware quoted. Includes the creation of the following number of appraisal motlels for EagleAppraiser, setting up attributes, calculations, reports, etc. Number of Appraisal Models Included: 7 4. Testing and User Accaotance Includes estima[etl professional services for internal testing antl user review/acceptance of all the sofhvare components (screens, models, current reports; forms: workfow, etc.). 5. Installation Includes estimated professional services for installation of the base software and any hardware quoted herein. InUudes confguration of database and application servers. Provides for both on-site antl off-site services. 6. Trainlna antl Implementation Includes estimated professional services, travel time and expenses, and per diem costs for training and implementation mquired for a successful implementation of the project. This line item anticipates on-site training and implementation, complete with all ancillary logistical costs. 7 WebEx Remote Trainlna Services Includes estimatetl professional services for WebEx remotes training for follow-up training and annual processes for the balance of the calendar year. 8. Go-Live Services Includes estimated professional services for Go-Live Services. 9. Protluction Svatem Transition Includes estimated professional services to transition from a training and implementation status to a production system status. 10. Data Uplcad There are no charges for converting existing +plus data to EagleSoftware Applications. 11. Image Upload There are no charges for converting existing +plua images to EagleSofhvare Applications. January 7, 2008 Estimated Per Total Service Diem/Travel Estimated Days On- Total Cost Costs Costs Hours Site 2,100 2,100 0 15 0 6,645 4,480 2,165 32 3 7,640 7,840 0 56 0 2,800 2,800 0 20 0 4,330 2,520 1,810 16 2 37,500 23,800 13,700 170 20 2,400 2,400 n/a 24 n/a 16,950 11,200 5,750 80 10 140 140 0 1 0 Included Included Exhibit C Pe{p 5 Pitkin County Assessor Treasurer January ~, zoos 12. Sketch Conversion Inclutled There are no charges for converting existing •plus sketches to EagleSoftware Applications. 13 Prlelna Nob Service hours have heen estimated, basetl on a hPical Installation for a county of this size. Service hours assume that the CLIENT Is able to meet their obligations regarding staN availability for all scheduled training, hardware tlelivery dates (if ordering their own hartlwarej, etc. Service hours mould be greater or less than those quoted. Actual hours spent on project services will be invoiced. Any additional hours required will be scheduled with the consent of the CLIEN7's Project Manager. Actual service hours will be pilled. rss ns 6rV C9i 380,70 Exhib6 C Pege 6 SALES AGREEMENT EXHIBIT D: SOFTWARE SUPPORT AGREEMENT This Software Support and Maintenance Agreement (this "Support Agreement") is entered into by and between Tyler Technologies, Inc. -Eagle Division ("TYLER") and Pitkin County, a governmental entity in the State of Colorado ("CLIENT"). WHEREAS, CLIENT has acquired a license to use certain proprietary software of TYLER pursuant to that certain Sales Agreement between CLIENT and TYLER, subject to the resVictions set forth in the Sales Agreement; WHEREAS, CLIENT desires to acquire certain software support and maintenance services with respect to such software, and TYLER desires to provide such services, all on the terms and conditions set forth in this Support Agreement; WHEREAS, terms not othervvise defined in this Support Agreement shall have the meaning of the terms set forth in Exhibit D, Definitions, which is incorporated by reference herein. NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which all parties mutually acknowledge, the parties agree as follows: 1. COST OF SUPPORT SERVICES: The cost of these services for the first year of the Agreement is 530,024 annually, which shall be paid as set forth in Paragraph 2 below and Paragraph A, General Terms & Conditions, of this Exhibit. Should TYLER be required to pay any additional fees and/or taxes associated with this conVact, the appropriate amounts will be added to the invoices for the payments listed above. 2. SUPPORTED APPLICATIONS: EagleAssessor Personal Property Module Protest Tracking Module EagleAppraiser EagleTreasurer Assessor Specific Content Management (Scanning, Imaging and Content) Treasurer Parcel Specfc Content Management (Scanning, Imaging and Content) Exhibit D Page ~ SALES AGREEMENT PAYMENT TERMS: The software support services provided under this Agreement shall be in effect for 12 months based on the following initial payment schedule: Annual Sup rt Prlce $36,024 First year support for EagleAssessor due and payable upon Verification of the EagleAssessor $8,112 software and associated modules First year support for EagleAppreiser due and payable upon Verification of the EagleAppreiser $13,800 software and associated modules First year support for EagleTreasurer due and payable upon Verification of the EagleTreasurer $10,512 software and associated modules First year support for Integrated Scanning & Imaging due and payable upon Verification of this $3,600 nwdule 3. TERM OF AGREEMENT: The software support services provided under this Support Agreement shall be in effect for 12 months beginning upon Verification as defined above in the Payment Tenns. This Support Agreement shall automatically renew for additional twelve month periods unless either party provides the other party written notice of its intent not to renew at least 30 days prior to the expiration of the then current tens. CLIENT shall be notified of changes in terms, conditions and price of the renewal in writing at least 80 days prior tc the expiration of the term hereof or of any renewal period. In the absence of any written notificetion, the renewal(s) shall be upon the same terms and conditions as set forth under Payment Terms, Invoicing below in Paragraph A.2. 4. GENERAL TERMS AND CONDITIONS: Set forth on Paragraph A is the General Terms and Conditions of this Support Agreement, which is incorporated by reference herein. A: GENERAL TERMS AND CONDITIONS FOR SOFTWARE SUPPORT 1. INITIATION OF SUPPORT: Support for all software products shall begin on the date of Verification of each software application. 2. PAYMENT TERMS; INVOICING: a). Support fees shall be due and payable upon Verification and subsequent years' maintenance fees for all products shall be due and payable on the anniversary of the start of the first year's maintenance. b). TYLER shall invoice CLIENT upon Verification of the Supported Applications as defined above and each year thereafter on the anniversary of the Verification for the forthcoming year's standard charges and othervvise as set forth above. Payment for support services shall be due upon invoicing. c). TYLER shall also invoice CLIENT each month for any additional fees and charges accrued and Exhibit D Page 2 SALES AGREEMENT all reimbursable expenses incurted during the previous month. d). If CLIENT fails to pay any charges when due and payable, CLIENT agrees that TYLER shall have the right to invoice and CLIENT shall pay all costs, inGuding reasonable attorney fees, expended in collecting overdue charges plus a late payment charge of the lesser or 1.5% per month or the highest rate allowable by law, whichever is less, on the unpaid balance. Accrual of the late payment charge begins sixty (60) days after such payment is due. e). Prices and license fees are exGusive of all federal, state, municipal or other political subdivision, exGse, sales, use, properly, occupational, or like taxes now in force or enacted in the future and are therefore subject to an increase equal to any such taxes TYLER may be required to collector pay upon the sale or delivery of the Products and Services purchased or licensed hereunder. Should TYLER be required to pay any of these taxes as a result of this contract, the appropriate amounts will be added to invoices and paid by CLIENT. 3. CONFIDENTIALITY: TYLER acknowledges that during discussions with CLIENT leading up to this Agreement and during its perfommance, certain proprietary or confidential data of CLIENT may be disclosed to TYLER or to TYLER'S employees or agents. TYLER agrees that all data not normally available through other sources may be proprietary, and will be safeguarded by TYLER with the same degree of care that it accords to TYLER'S own proprietary data. In no event shall confidential information inGude information that (i) is publicy known or becomes publicly known through no fault of TYLER, (ii) is generally or readily obtainable by the public, or (iii) constitutes the general skills, knowledge and experience acquired by TYLER before entering into this Agreement and thereafter. 4. RISK OF LOSS: CLIENT shall be responsible for protecting its system from loss, damage or destruction. In the event of such loss, damage or destruction, the item of the system so lost, damaged or destroyed shall be replaced by TYLER at the request and sole expense of CLIENT. 5. LIMITATION OF LIABILITY. TYLER'S total liability to CLIENT for any loss, damage or Gaim shall not exceed the total amounts paid to TYLER under this Support Agreement. In no event shall TYLER be liable for (i) any speaal, indirect, incidental, or consequential damages; or (ii) any damage resulting from loss of use, data or profits. Notwithstanding anything in this Agreement to the contrary, CLIENTS remedies against TYLER shall be limited to either (i) replacement or repair of any defective products or services, or, (ii) a refund of all sums paid by CLIENT W TYLER for the defective products or services and for any other goods or services rendered substantially worthless because of the defective products or services, the selection of which shall be in TYLER'S sole discretion. 6. INDEMNITY FOR INJURY TO PERSONS OR PROPERTY: TYLER shall release, indemnify, defend and hold harmless CLIENT from any and all liability, loss or damage, inGuding reasonable costs of defense, that they may suffer as a result of claims, demands, actions, or damages to any and all persons or property to the eMent that such results from the gross negligence or intentional aGs of TYLER, its officers, agents or employees. This indemnification shall not apply to the extent such claims, demands, actions, or damages result from the acts or omissions of CLIENT, its officers, agents or employees. This Exhibit D Page 3 SALES AGREEMENT indemnification shall survive the termination of this Support Agreement. To the extent permitted by the laws of the CLIENTS state of domidle, CLIENT shall release, indemnify, defend and hold harmless TYLER from any and all liability, loss or damage, inducting reasonable cost of defense, that TYLER may suffer as a result of daims, demands, actions, or damages to any and all persons or properly to the extent that such results from the gross negligence or intentional acts of CLIENT, its officers, agents or employees. This indemnification shall not apply to the extent such daims, demands, actions, or damages result from the ads or omissions of TYLER, its officers, agents or employees. This indemnification shall survive the termination of this Support Agreement. 7. TERMINATION: Termination of this Agreement shall not affect either party's pre-termination obligations and any such termination is without prejudice to the enforcement of any undischarged obligations existing at the time of termination. 8. WORKING SPACE: CLIENT shall provide TYLER with suffident working space, time, and access to CLIENT'S personnel and computer systems so that TYLER may support the system(s) spedfied herein. 9. FORCE MAJEURE: Either party shall be excused far reasonable delay or reasonable failure to perform its obligations hereunder for causes beyond its control, inducting, but not limited to, fire, storm, flood, earthquake, explosion, accident, illness, ads of public enemy, war, rebellion, riot, terodsm, sabotage, transportation delays, labor disputes, ads of God, ads of federal, state, or local governments or any agency thereof, judidal action or other causes beyond its control. 10. MISCELLANEOUS: a). ASSIGNMENT: This Support Agreement may not be assigned by CLIENT. TYLER may not assign this Support Agreement without the prior written consent of CLIENT, which consent shall not be unreasonably withheld. b). NOTICE: All notices which CLIENT or TYLER may have cause to give to the other shall be delivered in writing to the address set forth on the signature page hereto (or other address as notified in writing by the parties) via overnight delivery, hand delivery, or facsimile followed with an original via certified mail, effective upon receipt or three days after sending, whichever is eadier. c). APPLICABLE LAW: This Support Agreement shall be governed by and construed in acx:ordance with the laws of CLIENTS state of domidle. d). DISPUTE RESOLUTION: In the event of a dispute between the parties under this Support Agreement pertaining to pecuniary damages or losses, the matter shall be settled by Exhibit D Page 4 SALES AGREEMENT arbitration in akx:ordance with the then prevailing rules of the American Arbitration Association. e). SEVERABILITY: If any provision of this Support Agreement is held to be void or unenforceable by the courts in connection with litigation over this Support Agreement, the validity of the remaining provisions shall not be affected and the rights and obligations of the parties shall be conswed and enforced as if the contract did not contain the particular provision held to be void or unenforceable. f). LEGAL EXPENSES: If attomeys' fees or other costs are incurred to secure performance of any obligations under this Support Agreement or to establish damages for the breach thereof or to obtain any other appropriate relief, whether by way of prosecution ar defense, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurced in connection therewith. g). AMENDMENT: This Support Agreement may be amended only by a written document executed by all parties hereto. h). GOVERNMENTAL PURPOSE: CLIENT acknowledges that it is entering into this Support Agreement for a governmental purpose, and that this is not a consumer transaction. i). NO JOINT VENTURE: Nothing contained in this Support Agreement shall be conswed to imply that a joint venture or partnership is created by and between the parties hereto. j). DOCUMENTS CONSTRUED TOGETHER: The documents constituting this Support Agreement are intended to be complementary so that what is required of one of them shall be binding as if called for by all of them. B: SUPPORT TERMS During the term of this Support Agreement, TYLER shall provide the following services in support of the Software, during the hours described in the CLIENT's project documentation. 1. GENERAL: a). TYLER shall maintain a Veined staff capable of rendering the services set forth herein. b). TYLER shall be responsible for using all reasonable diligence in corcecting verifiable and reproducible Ercors when reported to TYLER in accordance with TYLER's standard reporting Exhibit D Page 5 SALES AGREEMENT procedures. TYLER shall initiate work in a diligent manner toward development of an Error Correction using the procedures outlined in Paragraph B.S, Problem Correction Procedures, below. Following completion of the Ercor Correction, TYLER shall provide the Error Corcection through a "fix" consisting of suffiaent programming and operating instructions to implement the Error Correction as soon as practicable. c). Support includes toll-free telephone software support; remote Intemet access software support and all Software enhancements and bug fixes. Should an on-site visit be required to resolve a soffware problem, CLIENT will be charged only for travel and associated expenses per the then current TYLER's Preferred Rate Schedule. All time spent in resolving the software problem is covered by this Agreement. d). In the evert that the CLIENT modifies the operating environment from the one installed, configured and recommended by TYLER and the system becanes unsupportable, the CLIENT is responsible for all labor, travel and associated expenses at TYLER's then current Preferred Rate Schedule in order to return the operating environment to a stable and supportable condition. 2. SUPPORT ACCESS: a). TYLER: TYLER shall maintain a telephone and Intemet support center that allows CLIENT to report system problems and seek assistance in use of the supported Software. b). CLIENT: CLIENT shall make available to TYLER access via a symmetric high-speed Intemet connection, 512 KWS or faster, for System support. CLIENT shall install or allow TYLER W install communication software designated or approved by TYLER and allow TYLER remote access via a high-speed Intemet connection for purposes of analyzing and updating the System and correcting problems. CLIENT shall provide TYLER with access to all TCP/IP ports on any systems that host the MER appliption infrestnrcture. Failure by CLIENT to provide or maintain adequate Intemet access, including provision for high-speed irdonnatbn transfer, may result in additional support fees or, in circumstances where bw-speed connections are deemed to be obstructing TYLER in its efforts to carry out support functbns, in termination of this Support Agreement, al TYLER's discretion. 3. REPORTING PROCEDURES: CLIENT must use all reasonable efforts to report problems covered by the Support Agreement to TYLER in accordance with the following standard reporting procedures: a). All problems with supported software should be reported to TYLER support personnel as soon as practicable after the problem is discovered. Notification of such problems may be directed W: (i) TYLER's on-line support reporting system, which is the preferred notification method; (ii) designated tall-free telephone support numbers during Normal Business Hours; or (iii) by a-mail to designated e-mail support addresses. b). If possible, CLIENT shall ensure that the rePorfin9 of the problem to TYLER will be urxiertaken by (ar at least involve) the user who actually experienced the problem. c). H possible, CLIENT shall ensure that the problem will be reported while it is still on the user's workstation. Exhibit D Page 6 SALE T 4. BACKUPS: CLIENT is responsible for maintaining current backups of all data and images according to the backup procedure recommended by TYLER during implementation. This procedure indudes a backup schedule, tape rotation requirements, Verification of successful backups and off-site storage provisions. 5. PROBLEM CORRECTION PROCEDURE: Because soflware/applica6on based errors are not all alike in severity and impact on operations, TYLER util¢es the prioritization plan outlined below for organizing and queuing software support calls. a). Priori 1 - Uroent: CLIENT'S software application is inoperative or omission-critical portion of the software is inoperative. The inability to use the application has a critical impact on CLIENTS operations. Problems assigned a Severity 1 are understood to be those problems that block the CLIENT's ability to perform one or more critical business functions. Response Goal: within 30 minutes. b). Pri ri 2 - Im nt: The software application is partially inoperative and the inoperative portion has a less critical impact on CLIENT'S operations than Severity 1 errors. This category indudes general questions concerning software operation. Response Goal: Within 2 hours c). Priori 3 -Normal: The software is usable with limited functions. The error condition is not critical to the continuing operation of CLIENT'S system and does not interfere with critical business functions. This category indudes long-range requests, comments and'Wish list" suggestions. Response Goal: within 1 business day. d). Priority 4 -Not Time Critical. This category indudes long-range requests, comments and "wish list" suggestions. Response Goal: one week. 6. ESCALATION: If CLIENT is not satisfied with the resolution to any problem provided by TYLER software support, whether with the quality of the solution provided or its promptness, CLIENT may contact the Support Manager assigned to the CLIENTS account and this support manager will take action as quickly as possible to provide a solution. If the resolution provided by this manager is still deemed unsatisfactory, CLIENT may seek assistance as necessary from TYLER'S upper management. The following is the escalation order for TYLER support: 1. Application Spedalist is the first line of support 2. Product Support Manager 3. Product Manager 4. Division President Your Application Spedalist can give you the names, phone numbers and e-mail addresses for the escalation contacts. Exhibit D Page 7 J SALES AGREEMENT 7. CLIENT REQUESTED MODIFICATIONS: In the event that TYLER is requested by the CLIENT to provide modifications to existing Software during the term specified herein, unless otherwise spedfied herein, and TYLER agrees to provide the modificatons requested by CLIENT, CLIENT will be charged for programming per the then curtent TYLER Preferted Rate Schedule. TYLER shall consider and evaluate the development of Enhancements for the spedfic use of CLIENT and shall respond to CLIENT's requests for additional services pertaining to the Software, provided that such assistance, if agreed to be provided, shall be subject to the then curtent TYLER Preferred Rate Schedule. 8. MINOR ENHANCEMENTS: Alterations and improvements deemed by Tyler to be minor enhancements, induding additional functionality, bug fixes and user interface improvements, will be provided free of charge under this Support Agreement at the sole discretion of TYLER. 9. MAJOR ENHANCEMENTS: TYLER may, from time to 6me, offer major Enhancements to its customers generally for an additional charge. TYLER may allow CLIENT to purchase or license each major Enhancement at a discount based on the time that the CLIENT has used the existing application. TYLER shall not require CLIENT to purchase such Enhancements to continue to receive support or corcect ercors covered by this Support Agreement. However, TYLER may, at its sole discretion, choose to discontinue support of some obsolete products or obsolete versions of products. If this is the case, the CLIENT will be given at least a twelve (12) months notice of such discontinuance of support. TYLER will update, at no cost under this Agreement, only the System Software that is required to be updated in order to operate the latest release of TYLER APPLICATION Software installed on the CLIENT's system. TYLER will not update system or third party software at no cost simply because a new release of this software is available. TYLER shall consider and evaluate the development of Enhancements for the spedfic use of CLIENT and shall respond fo CLIENT'S requests for additional services pertaining to the Software, provided that such assistance, if agreed to be provided, shall be subject to the then curcent Preferred Rate Schedule. NOTE: TYLER WILL DETERMINE IF ANY GIVEN ENHANCEMENT IS TO BE CONSIDERED A MINOR ENHANCEMENT, AND THUS PROVIDED FREE, OR A MAJOR ENHANCEMENT, AND THUS AVAILABLE FOR AN ADDITIONAL CHARGE. C: PREFERRED RATE SCHEDULE This fee schedule applies to services provided by TYLER to CLIENT that are not contemplated under the terms of the Support Agreement, or which are being delivered as custom services or enhancements apart from the standard support services. These services shall be provided at the following rates, which TYLER may change on thirty days written notice to CLIENT: Professional Services (remote or on-site): $140 I hour Per Diem andlor Travel Expenses: $355 per diem (rental car, hotel, meals and inddentals, e.g. telephone charges) plus travel time of $75/hour and travel expenses (airfare or Exhibit D Page 8 s ti SALES AGREEMENT mileage). Travel arrangements shall always be made in the best interests of CLIENT. D: DEFINITIONS Enhancement refers to any modficaton or addition that, when made or added to the Software, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Ercor Cortection. Error is any failure of the Software to conform in all material respects to the functional specifications andlor user documentation of the Software. However, any non-conformity resulting from CLIENTS misuse or improper use of the Software or combining or merging the Software with any hardware or software not supplied by TYLER, or not authorized to be so combined or merged by TYLER, shall not be considered an Error. Error Correction is either a software modification or addition that, when made or added to the Software, establishes material conformity of the SofMrare to the functional specifications andlor user documentation, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on CLIENT of such nonconformity. Normal Business Hours are the hours defined in the CLIENT'S project documentation. Software refers to each of the computer software products described herein. Each software module consists of both computer software and software documentation (e.g., user manuals, technical manuals, system manuals, keyboard function strips, and like items). Additions, corrections and enhancements of Software also fall within the definition of Software. "Software" refers both to the intangible information comprising the products and, as the context requires, every copy of the information. Exhibit D Page 9