HomeMy WebLinkAboutTyler Technologies, Inc. 2011-09-19AGREEMENT
This agreement ("Agreement") is made and entered in Ukiah, California, this day ofd
2011 ("Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices
at One Cole Haan Drive, Yarmouth, Maine 04096 ("Tyler") and the City of Ukiah, a California general law
municipal corporation, with offices at Ukiah Civic Center, 300 Seminary Avenue, Ukiah, California 95482
("Client").
WHEREAS Client issued a Request for Proposal for the purpose of acquiring Enterprise Resource Planning
Software;
WHEREAS Tyler responded to Client's Request for Proposal with a Proposal dated January 20, 2011;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
herein, Tyler and Client agree that Tyler shall provide products and services, and Client shall pay prices, as set
forth in this Agreement.
SECTION A - SOFTWARE LICENSE AGREEMENT
1. License Grant.
a) Upon the Effective Date, Tyler hereby grants to Client a non-exclusive, non-transferable, royalty-free,
revocable license to use the Tyler software products set forth in the investment summary attached hereto as
Exhibit 1 ("Investment Summary") and related interfaces (collectively, the "Tyler Software Products") and
Tyler user guides provided in or with the Tyler Software Products ("User Guides") for Client's business
purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by
Tyler if Client fails to comply with the terms and conditions of this Agreement, including, without limitation,
Client's failure to timely pay the Software fees in full. Upon Client's payment in full for the Tyler Software
Products, this license will become irrevocable, subject to the restrictions on use and other terms set forth in this
Agreement.
b) Tyler shall retain ownership of, including all intellectual property rights in and to, the Tyler Software
Products and User Guides.
c) Tyler Software Products are not licensed to perform the software functions or processing for subdivisions or
entities that were not disclosed to Tyler prior to the Effective Date. Notwithstanding the foregoing, Tyler agrees
that Client is licensed to use the Tyler Software Products to perform the software functions or processing for
subdivisions or entities included in Client's Financial Reporting Entity as defined in the Government Standards
Accounting Board ("GASB") rules, and additionally including Ukiah Valley Sanitation District, Ukiah Waste
Solutions, Inc. and the Russian River Watershed Association. In the event Client desires the license to perform
the software functions or processing for other entities, including the Miliview, Willow and Calpella County
Water Districts, the Ukiah Unified School District, the Mendocino County Office of Education, the County of
Mendocino, and Mendocino College, the parties agree to discuss in good faith the terms and conditions of such
license, which may include the payment of additional fees at Tyler's then current rates and fees.
d) The right to transfer the Tyler Software Products to a replacement hardware system is included in this
Agreement. Client shall pay Tyler for the cost of new media or any required technical assistance to
accommodate the transfer. Client shall provide advance written notice to Tyler of any such transfer.
e) Client acknowledges and agrees that the Tyler Software Products and User Guides are proprietary to Tyler
and have been developed as trade secrets at Tyler's expense. Client shall use best efforts to keep the Tyler
Software Products and User Guides confidential and to prevent any misuse, unauthorized use or unauthorized
disclosure of the Tyler Software Products or User Guides by any party; provided, however, that if a legal action
is commenced seeking judicial review of a decision by Client denying a California Public Records Act request
to disclose Tyler Software Products or User Guides, City's obligation to defend such action is subject to the
condition that Tyler pay all costs of that defense, including, but not limited to, reasonable attorneys' fees, court
costs, and other litigation related expenses of any nature whatsoever. Client may require Tyler to deposit the
estimated costs with Client before it commences the defense of the action or proceeding.
f) The Tyler Software Products may not be modified by anyone other than Tyler. If Client modifies the Tyler
Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on,
and the warranty for, the Tyler Software Products will be void. Client shall not perform decompilation,
disassembly, translation or other reverse engineering on the Tyler Software Products.
g) Client may make copies of the Tyler Software Products for archive purposes only. Client shall repeat any and
all proprietary notices on any copy of the Tyler Software Products. Client may make copies of the Tyler User
Guides for internal use only.
h) Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source
code of each major release of the Tyler Software Products. At Client's request, Tyler will add Client as a
beneficiary to such escrow agreement. Client will pay the annual beneficiary fee (currently $700) directly to the
escrow services company and is solely responsible for maintaining its status as a beneficiary.
i) In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise
Edition, the license for Content Manger is restricted to use with Tyler applications only. If Client wishes to use
Tyler Content Management software with non-Tyler applications, Client must purchase or upgrade to Tyler
Content Manager Enterprise Edition.
2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in full for the
license granted herein, the Software fees set forth in the Investment Summary, attached hereto as Exhibit 1 and
by this reference incorporated herein.
3. Limited Warranty. For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler
Software Products to substantially conform to the then-current Tyler User Guides and the functional descriptions
of the Tyler Software Products in Tyler's written proposal to Client. In the event of conflict between the afore-
mentioned documents, the then-current Tyler User Guides will control. A Tyler Software Product is
"Defective" if it contains a Defect. For as long as a current Maintenance Agreement is in place, Tyler warrants
that the Tyler Software Products will not contain Defects. If the Tyler Software Products do not perform as
warranted, Tyler will cure the Defect in accordance with Tyler's then-current support call process (Tyler's
current support call process is set forth in the document attached hereto as Exhibit 3 and by this reference
incorporated herein).
4. Intellectual Property Infringement Indemnification.
a) Tyler's Obligations. Tyler shall defend and indemnify Client against any claim by any person or entity not
affiliated with Client that a Tyler Software Product, if used within the scope of this Agreement, infringes that
party's intellectual property rights, including but not limited to, the party's registered United States patent,
copyright or trademark, by paying all costs of the defense and the full amount of any resulting adverse final
judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing,
b) Client's Obligations. Tyler obligations in this section are contingent on the Client performing all of the
following in connection with any claim as described herein:
i. Promptly notifies Tyler in writing of any such claim;
ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and
iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise
of the claim.
c) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of infringement or an
adverse final judgment rendered by a court of competent jurisdiction results from:
i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided
had Client used the current version of the Tyler Software Product;
ii. Client's combining the Tyler Software Product with devices or products not provided or approved by
Tyler;
iii. Use of a Tyler Software Product in applications, business environments or processes for which the
Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product
outside such application, environment or business process would not have given rise to the claim;
iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software
Product without Tyler's prior knowledge and consent and such correction, modification, alteration or
enhancement is finally determined by a court of competent jurisdiction to be a contributing cause of the
infringement;
v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees and
agents, or members of the general public when public use is proper use of the product; or
vi. Client's willful infringement, resulting from Client's continued use of the infringing Tyler Software
Product after Client is notified in writing by Tyler that such infringing Tyler Software Product is or is
likely to become the subject of a claim hereunder and advising Client that Client must cease the use of
the Tyler Software Product.
d) Remedy.
i. In the event that Tyler notifies Client that a Tyler Software Product is or is likely to become the
subject of an infringement claim, as described herein, and advises Client that Client must cease the use
of the Tyler Software Product, Tyler shall refund the Maintenance Fee for the remaining portion of that
year and Client shall be entitled to withhold payment for Maintenance Fees, until Tyler procures for
Client the right to continue using the infringing Tyler Software Products, or modifies or replaces the
infringing Tyler Software Products so that it becomes non-infringing,
ii. In the event that a Tyler Software Product is, by a court of competent jurisdiction, finally determined
to be infringing and its use by Client is enjoined, or one year from the date the City is notified by Tyler
that a Tyler Software Product is or is likely to become the subject of a claim hereunder, Tyler will, at its
election:
(a) Procure for Client the right to continue using the infringing Tyler Software Products;
(b) Modify or replace the infringing Tyler Software Products so that it becomes non-infringing;
or
(c) Terminate Client's license for the infringing Tyler Software Product and refund to Client as
follows: If Client is prohibited from using a Tyler Software Product from the date of the
execution of this Agreement until the second anniversary of the earlier of (1) the date set forth
in the mutually developed project plan for Live Production of all of Tyler Software Products
(Live Production occurs upon the first productive use of the Tyler Software Products using
actual Client data); or (2) the first day of Live Production of all of Tyler Software Products
(unless Live Production of the Tyler Software Products is postponed by Tyler's failure to
perform, in which event the date for Live Production will be postponed the corresponding
number of days), Tyler will refund to Client in full the Software fee paid by Client to Tyler for
the infringing Tyler Software Product and all fees for services related to the infringing Tyler
Software Product; and if Client is prohibited from using a Tyler Software Product or Tyler
following the second anniversary of the earlier of items (1) and (2) of this sentence, Tyler will
refund to Client the Software fee paid for the infringing Tyler Software Product, as depreciated
on a straight-line basis over a seven (7) year period commencing on the second anniversary of
the earlier of items (1) and (2) of this sentence.
iii. The foregoing states Tyler's entire liability and Client's sole and exclusive remedy with respect to the
subject matter hereof.
5. Limitation of Liability. Except as otherwise specifically provided elsewhere in this Agreement, Tyler shall
not be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation,
any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize
savings arising out of or in connection with the use of the Tyler Software Products. Except as otherwise
expressly set forth in this Software License Agreement, Tyler's liability for damages and expenses arising out of
this Software License Agreement, whether based on a theory of contract or tort, including negligence and strict
liability, will be limited to direct damages not exceeding two (2) times the fees set forth in the Investment
Summary and paid by Client. As used in this Agreement, for claims occurring within two (2) years of the earlier
of (1) the date set forth in the mutually developed project plan for Live Production of all of Tyler Software
Products (Live Production occurs upon the first productive use of the Tyler Software Products using actual
Client data): or (2) the first day of Live Production of all of Tyler Software Products (unless Live Production of
the Tyler Software Products is postponed by Tyler's failure to perform, in which event the date for Live
Production will be postponed the corresponding number of days),"direct damages" includes the costs incurred
by the Client to receive the functionality required by this Agreement. Such fees reflect and are set in reliance
upon this limitation of liability.
SECTION B - PROFESSIONAL SERVICES AGREEMENT
1. Services. Tyler shall provide the services set forth in the Investment Summary at Client's election, including
Consulting, Implementation, Conversion, and other miscellaneous Services.
2. Professional Services Fees.
a) Notwithstanding specific prices to the contrary set forth in the Investment Summary, all Consulting and
Implementation services will be invoiced in half-day and full-day increments.
b) Payment is due within thirty (30) calendar days of invoice receipt.
d) Expenses will be billed in accordance with the then-current Tyler Business Travel Policy, based on Tyler's
usual and customary practices. Copies of receipts will be provided on an exception basis at no charge. Should
CLIENT request that Tyler routinely submit copies of receipts for all non-per diem expenses with all invoices
submitted to client, Tyler will charge and the Client agrees to pay an administrative fee. Receipts for mileage
and miscellaneous items less than five dollars ($5) are not available.
3. Additional Services.
a) Implementation and/or consulting services utilized in excess of those set forth in the Investment Summary
and additional related services not set forth in the Investment Summary will be billed at Tyler's then-current
rates.
b) Programming and/or interface quotes are estimates based on the specifications supplied by Client. In the
event Client requires additional work performed beyond the services required by the specifications provided by
Client, Tyler will submit to Client an amendment containing an estimate of the charges for the additional work.
Client will have thirty (30) calendar days from the date the estimate is provided to approve the amendment.
4. Limitation of Liability. Except as expressly provided in this Agreement Tyler shall not be liable for special,
indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting
from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in
connection with the provision or quality of the services or the use of the Tyler Software Products. Tyler's
liability for damages and expenses arising out of this Professional Services Agreement, whether based on a
theory of contract or tort, including negligence and strict liability, will be limited to direct damages not
exceeding two (2) times the fees set forth in the Investment Summary and paid by Client. Such fees reflect and
are set in reliance upon this limitation of liability.
5. Cancellation. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler
for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the
canceled services if Tyler is unable to re-assign its personnel (Tyler shall use best efforts to re-assign its
personnel).
6. Services Warranty. Tyler warrants that it shall perform services in a professional, workmanlike manner,
consistent with industry standards. In the event Tyler provides services that do not conform to this warranty,
Tyler will re-perform the services at no additional cost to Client.
SECTION C - MAINTENANCE AGREEMENT
1. Scope of Agreement. Client agrees to purchase and Tyler agrees to provide maintenance services for the
Tyler Software Products in accordance with the following terms and conditions.
2. Term of Agreement. This Maintenance Agreement is effective on installation of the Tyler Software Products
(loading of the Tyler Software Products on the Client's hardware) and will remain in force for an initial one (1)
year term, which will renew automatically for additional one (1) year terms at Tyler's then-current Maintenance
fees unless terminated in writing by either party at least fifteen (15) days prior to the end of the then current
term. Notwithstanding the foregoing, Tyler shall not terminate Maintenance as provided in this Article for the
first five (5) annual renewals, or without cause as long as Tyler is providing Maintenance Services for the Tyler
Software Products, and Tyler shall not increase the Maintenance fees by more than five percent (5%) per year
for the first four (4) annual renewals of the Maintenance Agreement (the increase in year two (2) will be based
on the waived first annual Maintenance Fees of $45,517).
3. Pam.
a) Maintenance fees will be invoiced by Tyler annually in advance. Tyler shall provide Client with not less than
forty-five (45) days written notice of any change in annual Maintenance fees.
b) Additional Charges. Any maintenance services performed by Tyler for Client which are not covered by this
Maintenance Agreement, as set forth in Article 5 of Section C Maintenance Agreement, including materials and
expenses, will be billed to Client at Tyler's then current rates.
c) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed Maintenance fees
within sixty (60) calendar days of the due date. Tyler shall reinstate maintenance services upon Client's
payment of all past due Maintenance fees, including all such fees for the periods during which services were
suspended.
4. Maintenance Services Terms and Conditions. For as long as a current Maintenance Agreement is in place,
Tyler shall:
a) In a professional, good and workmanlike manner, perform its obligations in accordance with Tyler's then-
current support call process (Tyler's current support call process is set forth in the document attached hereto as
Exhibit 3) in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If
Client modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide
maintenance services on and warrant the Tyler Software Products will be void,
b) Provide telephone support on the Tyler Software Products. Tyler personnel shall accept telephone calls
during the hours set forth in Exhibit 3 - Support Call Process. In the event the Client is experiencing a Priority 1
issue with the Tyler Software Products and Client initiates contact with Tyler during normal support hours as set
forth above, Tyler will continue to work with Client outside of normal support hours to resolve such issue.
c) Continuously maintain a master set of the Tyler Software Products on appropriate media, a hardcopy printout
of source code to the Tyler Software Products, and Tyler User Guides.
d) Maintain personnel that are appropriately trained to be familiar with the Tyler Software Products in order to
provide maintenance services.
e) Provide Client with all releases Tyler makes to the Tyler Software Products that Tyler makes generally
available without additional charge to customers possessing a current Tyler annual Maintenance Agreement.
Third Party Products; and installation, Consulting and Implementation services related to the new releases will
be provided to Client at Tyler's then-current rates. Client acknowledges and agrees that a new release of the
Tyler Software Products is for implementation in the Tyler Software Products as they exist without Client
customization or modification.
f) Support prior releases of the Tyler Software Products in accordance with Tyler's then-current release life
cycle policy.
5. Limitations and Exclusions. Maintenance fees do not include installation or implementation of the Tyler
Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product),
application design, other consulting services, support of an operating system or hardware, and support outside
Tyler's normal business hours.
6. Client Responsibilities.
a) Client shall provide, at no charge to Tyler, full and free access to the Tyler Software Products; working space;
adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features,
or other equipment necessary to provide maintenance services set forth herein.
b) Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide
remote maintenance services. Client shall maintain for the duration of the Agreement a high-speed Internet
connection capable of connecting to Client's PC's and server. Tyler strongly recommends that Client also
maintain a modem or VPN for backup connectivity purposes. Tyler, at its option, will use the connection to
assist with problem diagnosis and resolution.
7. Limitation of Liability. Except as expressly provided in this Agreement, Tyler shall not be liable for special,
indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting
from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in
connection with the provision or quality of maintenance services or use of the Tyler Software Products. Tyler's
liability for damages and expenses arising out of this Maintenance Agreement, whether based on a theory of
contract or tort, including negligence and strict liability, will be limited to direct damages not exceeding two (2)
times the fees set forth in the Investment Summary and paid by Client. Such fees reflect and are set in reliance
upon this limitation of liability.
SECTION D - THIRD PARTY PRODUCT AGREEMENT
1. Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary, Tyler
agrees to license or sell and deliver to Client, and Client agrees to accept from Tyler the System Software and
Hardware set forth in the Investment Summary (collectively, the "Third Party Products").
2. License of System Software.
a) Upon Client's payment in full of the System Software fees, Tyler shall grant to Client and Client shall accept
from Tyler a non-exclusive, nontransferable, non-assignable license to use the System Software and related
documentation for Client's internal business purposes, subject to the terms and conditions set forth herein.
b) The developer of the System Software (each a "Developer", collectively "Developers") shall retain ownership
of the System Software.
c) The right to transfer the System Software to a replacement hardware system is governed by the Developer.
The cost for new media or any required technical assistance to accommodate the transfer would be billable
charges to Client. Client shall provide advance written notice to Tyler of any such transfer.
d) Client acknowledges and agrees that the System Software and related documentation are proprietary to the
Developer and have been developed as trade secrets at the Developer's expense. Client shall use best efforts to
keep the System Software and related documentation confidential and to prevent any misuse, unauthorized use,
or unauthorized disclosure of the System Software and related documentation by any party; provided, however,
that if a legal action is commenced seeking judicial review of a decision by Client denying a California Public
Records Act request to disclose the System Software or related documentation, City's obligation to defend such
action is subject to the condition that Tyler pay all costs of that defense, including, but not limited to, reasonable
attorneys' fees, court costs, and other litigation related expenses of any nature whatsoever. Client may require
Tyler to deposit the estimated costs with Client before it commences the defense of the action or proceeding.
e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the System
Software.
f) Client may make copies of the System Software for archive purposes only. Client shall repeat any and all
proprietary notices on any copy of the System Software. Client may make copies of the documentation
accompanying the System Software for internal use only.
3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for Third Party Products include
costs for shipment while in transit from the Developer or supplier to Client.
4. Installation and Acceptance. Unless otherwise noted in the Investment Summary, the Tyler Software Product
installation fee includes installation of the Third Party Products. Upon completion of installation, Client will
obtain from Tyler a certification of completion or similar document, which will constitute Client's acceptance of
the Third Party Products. Such acceptance will be final and conclusive except for latent defect, fraud, and a
gross mistake as amount to fraud.
5. Site Requirements. Client shall provide a suitable environment, location and space for the installation and
operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products;
and installation of all required cables.
6. Warranties.
a) Tyler is authorized by each Developer to grant licenses or sublicenses to the System Software.
b) Tyler warrants that each System Software product will be new and unused, and if Client fully and faithfully
performs each and every obligation required of it under this Third Party Product Agreement, Client's title or
license to each System Software product will be free and clear of all liens and encumbrances arising through
Tyler.
c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As such,
Tyler does not warrant or guarantee the condition or operating characteristics of the Third Party Products. Tyler
hereby grants and passes through to Client any warranty adjustments that Tyler may receive from the Developer
or supplier of the Third Party Products.
7. Maintenance.
a) In the event Client elects not to purchase through Tyler maintenance services on the System Software, it will
be the responsibility of Client to repair and maintain the System Software and purchase enhancements as
necessary after acceptance.
b) In the event Client elects to purchase through Tyler maintenance services on the System Software, Tyler will
facilitate resolution of a defect in a System Software product with the Developer.
c) In the event the Developer charges a fee for future System Software release(s), Client will be required to pay
such fee.
8. Limitation of Liability. Except as expressly provided in this Agreement, Tyler shall not be liable for special,
indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting
from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in
connection with the use of the Third Party Products. Tyler's liability for damages and expenses arising out of
this Third Party Product Agreement, whether based on a theory of contract or tort, including negligence and
strict liability, will be limited to direct damages not exceeding the License Fee/Purchase Price of the Third Party
Products paid by Client. Such prices are set in reliance upon this limitation of liability.
SECTION E - GENERAL TERMS AND CONDITIONS
1. Taxes. The fees set forth in the Investment Summary do not include any taxes, including, without limitation,
sales, use or excise tax. All applicable taxes shall be paid by Tyler to the proper authorities and shall be
reimbursed by Client to Tyler. In the event Client possesses a valid direct-pay permit, Client will forward such
permit to Tyler on the Effective Date, in accordance with Article 19 of Section E General Terms and Conditions.
hl such event, Client will be responsible for remitting all applicable taxes to the proper authorities. If tax-
exempt, Client will provide Tyler with Client's tax-exempt certificate.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties in this Agreement, Client will
provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. Client is
allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler will provide a
written response to Client that will include either a justification of the invoice or an adjustment to the invoice.
Tyler and Client will develop a plan to outline the reasonable steps to be taken by Tyler and Client to resolve
any issues presented in Client's notice to Tyler. Client may only withhold payment of the amount actually in
dispute until Tyler completes its action items outlined in the plan. Notwithstanding the foregoing, if Tyler is
unable to complete its actions outlined in the plan because Client has not completed its action items outlined in
the plan, Client will remit full payment of the invoice.
b) Any invoice not disputed as described above will be deemed accepted by Client. Tyler reserves the right to
suspend delivery of all services in the event Client fails to pay an invoice not disputed as described above within
sixty (60) calendar days of receipt of invoice.
3. Force Majeure. Client Assistance. "Force Majeure" is defined as an event beyond the reasonable control of a
party, including governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes,
restraints affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other
cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. Neither party
shall be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused
by Force Majeure.
Force Majeure will not be allowed unless:
a) Within ten (10) business days of the occurrence of Force Majeure, the par ty whose performance is delayed
thereby provides the other party or parties with written notice explaining the cause and extent thereof, as well as
a request for a time extension equal to the estimated duration of the Force Majeure events.
b) Within ten (10) business days after the cessation of the Force Majeure event, the party whose performance
was delayed provides the other party written notice of the time at which Force Majeure ceased and a complete
explanation of all pertinent events pertaining to the entire Force Majeure situation.
Either party will have the right to terminate this Agreement if Force Majeure suspends performance of
scheduled tasks by one or more parties for a period of one hundred-twenty (120) or more days from the
scheduled date of the task. This paragraph will not relieve Client of its responsibility to pay for services and
goods provided to Client and expenses incurred on behalf of Client prior to the effective date of termination or
any liability of Tyler arising prior to the effective date of termination.
In addition, Client acknowledges that the implementation of the Tyler Software Products is a cooperative
process requiring the time and resources of Client personnel. Client shall, and shall cause Client personnel to,
use all reasonable efforts to cooperate with and assist Tyler as may be reasonably required to meet the project
deadlines and other milestones agreed to by the parties for implementation. Tyler- shall not be liable for failure
to meet such deadlines and milestones when such failure is due to Force Majeure (as defined above) or to the
failure by Client personnel to provide such cooperation and assistance (either- through action or omission).
4. Indemnification.
Notwithstanding the insurance requirements in Section E.21, and in addition thereto, Tyler agrees, for the full
period of time allowed by law, surviving the termination of this Agreement, to indemnify the Client for any
claim, cost or liability that arises out of, or pertains to, or relates to personal injury, including death, or property
damage caused by any negligent act or omission or the willful misconduct of Tyler in the performance of
services under this contract by Tyler, but this indemnity does not apply to liability for damages for death or
bodily injury to persons, injury to property, or other loss, arising from the sole negligence or willful misconduct
by the Client, or arising from the active negligence of the Client.
"Indemnify," as used herein includes the reasonable expenses of defending against a claim and the payment of
any settlement or judgment arising out of the claim. Defense costs include all reasonable costs associated with
defending the claim, including, but not limited to, the reasonable fees of attorneys, investigators, Consultants,
experts and expert witnesses, and reasonable litigation expenses.
References in this paragraph to Client or Tyler, include their officers, employees, agents, and subcontractors.
5. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION,
WHICH ARE HEREBY DISCLAIMED BY TYLER.
6. Dispute Resolution. Either party ("Disputing Party") will notify the other party ("Adverse Party") in writing
within fifteen (15) days of becoming aware of a dispute. If Tyler and Client cannot resolve such dispute within
thirty (30) calendar days of Adverse Party's receipt of written notice from the Disputing Party, the following
procedure will apply:
a) Each party shall appoint one (1) person to act as an impartial representative. The appointed individual will be
of sufficient knowledge and experience to understand and deal with the dispute but will not be a person assigned
to the project. The set of four (4) individuals consisting of Tyler's Project Manager for this project, Client's
Project Manager for this project, and the two (2) appointees is called a Dispute Resolution Group.
b) The Dispute Resolution Group shall convene no later than twenty-one (21) calendar days after the expiration
of the thirty (30) calendar day period referenced above and shall meet for a maximum of four (4) four (4) hour
sessions during the subsequent four (4) business days, unless otherwise mutually agreed. Any resolution will be
in writing and signed by both parties. Such resolution will constitute a binding amendment to the Agreement.
In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the dispute may be
referred to non-binding mediation. Thereafter, either party may assert its other rights and remedies under this
Agreement within a court of competent jurisdiction.
All meetings and discussions of the Dispute Resolution Group will be deemed confidential settlement
discussions not subject to disclosure under Federal Rule of Civil Procedure 408 or any similar applicable state
rule.
Nothing in this Article will prevent a party from applying to a federal or state court of competent jurisdiction to
obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth
herein.
7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and
Client. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to
make any claim or assert any right under this Agreement.
8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Client's
state of domicile. Any action or proceeding to enforce or interpret this agreement shall be filed in the California
state court in Mendocino County.
9. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with respect to the
subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether
written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this Agreement
it did not rely on any information not explicitly set forth in this Agreement.
10. Severability. If any term or provision of this Agreement or the application thereof, to any extent, be held
invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable will not be affected
thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted
by law.
11. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by Tyler
or Client, such non-enforcement shall not act as or be deemed to act as a waiver or modification of this
Agreement, nor shall such non-enforcement prevent Tyler or Client from enforcing each and every term of this
Agreement thereafter.
12. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which
shall be independently treated as an original document. Any electronic, faxed, scanned, photocopied or
similarly reproduced signature on this Agreement or any amendment hereto shall be deemed an original
signature and shall be fully enforceable as if an original signature.
13. Amendment. This Agreement may only be modified by written amendment signed by authorized
representatives of both parties.
14. Termination. Client may terminate this Agreement for cause in the event Tyler does not cure a material
breach of this Agreement within thirty (30) days of receiving notice of such breach from Client. Upon such
termination, Client shall pay Tyler for all services and expenses not in dispute and non-Defective Tyler Software
Products which were delivered or incurred prior to the date Tyler received Client's notice of termination.
Payment for services and expenses in dispute will be determined in accordance with the dispute resolution
process.
15. Non-appropriation. If Client should not appropriate or otherwise make available funds sufficient to
purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the
same functions of such products, Client may unilaterally terminate this Agreement only upon thirty (30) days
written notice to Tyler. Upon termination, Client shall remit payment for all products and services delivered to
Client and all expenses incurred by Tyler prior to Tyler's receipt of the termination notice. Client will not be
entitled to a refund or offset of previously paid license and other fees.
16. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been
approved by its governing body and is a binding obligation upon Client.
17. No Assignment. Neither Tyler nor Client may assign its rights and responsibilities under this Agreement
without the other party's prior written permission, not to be unreasonably withheld. An assignment includes any
change in the ownership or control of a Party. Notwithstanding the foregoing, Tyler may without Client's prior
written permission assign this Agreement in its entirety to the surviving entity of any merger or consolidation or
to any purchaser of substantially all of Tyler's assets.
18. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto
and their permitted successors and assigns.
19. Notices. All notices or communications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
1) Actually received,
2) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party,
3) Upon receipt by sender of proof of email delivery, or
4) If not actually received, ten (10) days after deposit with the United States Postal Service authorized mail
10
center with proper postage (certified mail, return receipt requested) affixed and addressed to the respective other
party at the address set forth in this Agreement or such other address as the party may have designated by notice
or Agreement amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by the intended
receiving party of a new address will be borne by the intended receiving party. The addresses of the parties to
this Agreement are as follows:
Tyler Technologies, Inc.
One Cole Haan Drive
Yarmouth, ME 04096
Attention: Contracts Manager
City of Ukiah
411 West Clay Street
Ukiah, CA 95482
Attention: City Manager
20. Independent Contractor. This is not an agreement of partnership or employment of Tyler or any of Tyler's
employees by Client. Tyler is an independent contractor for all purposes under this Agreement.
21. Insurance. Without limiting Tyler's obligations arising under Section E.4 Tyler shall not begin work under
this Agreement until it procures and maintains for the full period of time allowed by law, surviving the
termination of this Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office ("ISO) Commercial General Liability Coverage Form No.
CG 20 10 10 01 and Commercial General Liability Coverage - Completed Operations
Form No. CG 20 37 10 01, or its equivalent - Travelers specific form, CGD4170708.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or
Code 8, 9 if no owned autos and endorsement CA 0025.
Worker's Compensation Insurance as required by the Labor Code of the State of
California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Tyler's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
Tyler shall maintain limits no less than:
General Liability: $1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage including operations, products and completed
operations. If Commercial General Liability Insurance or other form with a general
aggregate limit is used, the general aggregate limit shall apply separately to the wort:
performed under this Agreement, or the aggregate limit shall be twice the prescribed per
occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury
and property damage.
11
Worker's Compensation and Employers Liability: Worker's compensation limits as
required by the Labor Code of the State of California and Employers Liability limits of
$1,000,000 per accident.
4. Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to the Client.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverages
a. The Client, it officers, officials, employees and volunteers are to be covered as
additional insureds as respects; liability arising out of activities performed by or
on behalf of the Tyler, products and completed operations of the Tyler,
premises owned, occupied or used by the Tyler, or automobiles owned, hired or
borrowed by the Tyler for the full period of time allowed by law, surviving the
termination of this Agreement. The coverage shall contain no special
limitations on the scope-of-protection afforded to the Client, its officers,
officials, employees or volunteers.
b. The Tyler's insurance coverage shall be primary insurance as respects to the
Client, its officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by the Client, its officers, officials, employees or
volunteers shall be in excess of the Tyler's insurance and shall not contribute
with it.
Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Client, its officers, officials, employees or volunteers.
d. The Tyler's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the Client, its officers,
officials, employees and volunteers for losses arising from Tyler's performance of the
work, pursuant to this Agreement.
Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the Effective Date of
this Agreement. The policy period shall extend three (3) years from the termination of
this agreement.
12
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in
limits except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the Client.
E. Acceptability of Insurers
Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less
than A- for financial strength, AA for long-term credit rating and AMB-I for short-term credit
rating.
F. Verification of Coverage
Tyler shall furnish the Client with Certificates of Insurance and with original Endorsements
effecting coverage required by this Agreement. The Certificates and Endorsements for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The Certificates and Endorsements are to be on forms provided or approved by the
Client. Where by statute, the Client's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted. All
Certificates and Endorsements are to be received and approved by the Client before Tyler
begins the work of this Agreement. The Client reserves the right to require complete, certified
copies of all required insurance policies in the event of a denial of coverage or bona fide dispute
arising from a coverage issue. If Tyler fails to provide the coverages required herein, the Client
shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost
of insurance becomes part of the compensation due the contractor after notice to Tyler that
Client has paid the premium.
G. Subcontractors
Tyler shall include all subcontractors as insured under its policies or shall furnish separate certificates and
endorsements for each sub-contractor or sub-consultants. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in Paragraph 21.
22. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of such
information could violate rights to private individuals and entities. Each party agrees that it shall not disclose
any confidential information of the other party and further agrees to take appropriate action to prevent such
disclosure by its employees or agents. The confidentiality covenants contained herein will survive the
termination or cancellation of this Agreement for a period of two (2) years. This obligation of confidentiality
will not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise, except by breach of this
Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to a California Public Records Act request, only to the extent disclosure is based on the good faith
written opinion of the receiving party's legal counsel that disclosure is required by law: provided, however, that
that receiving party shall give prompt notice of the service of process or other documentation that underlies such
requirement and use its best efforts to assist the disclosing party, if the disclosing party wishes to obtain a
13
protective order or otherwise protect the confidentiality of such confidential information. The disclosing party
reserves the right to obtain protective order or otherwise protect the confidentiality of its confidential
information; provided, however, that if a legal action is commenced seeking judicial review of a decision by
Client denying a California Public Records Act request to disclose confidential information, City's obligation to
defend such action is subject to the condition that Tyler pay all costs of that defense, including, but not limited
to, reasonable attorneys' fees, court costs, and other litigation related expenses of any nature whatsoever. Client
may require Tyler to deposit the estimated costs with Client before it commences the defense of the action or
proceeding.
23. Nondiscrimination. Tyler shall not discriminate against any person employed or applying for employment
concerning the performance of Tyler's responsibilities under this Agreement. This discrimination prohibition
will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to
any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age,
sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a
particular job or position, height, weight, marital status, or political affiliation.
24. Subcontractors. Tyler shall not subcontract any services under this Agreement without Client's prior written
permission, not to be unreasonably withheld.
25. Shipping. Delivery will be F.O.B. shipping point; provided Tyler purchases insurance to cover loss or
damage during shipment for the full replacement cost of the products shipped.
26. Business License. In the event a local business license is required for Tyler to perform services hereunder,
Client will notify Tyler prior to the Effective Date and will provide Tyler with the necessary paperwork and/or
contact information.
27. Tyler Forms Processing. The Tyler Software Product "Tyler Forms Processing" must be used in conjunction
with a Hewlett Packard printer supported by Tyler for printing checks.
28. Payment Terms.
a) The phases and the Tyler Software Products included in each phase are proposed by Tyler as follows:
Phase 1 Tyler Software Products
Accounting/GL/BG/AP
Accounts Receivable
BMI Asset Track Interface
BMI CollectTT Interface
Bid Management
Contract Management
Fixed Assets
General Billing
Inventory
Munis Office
Project & Grant Accounting
Purchase Orders
Requisitions
Role Tailored Dashboard
TCM SE
Treasury Management
14
Tyler Cashiering
Tyler Forms Processing
Tyler GoDocs
Tyler Postal Xpress
Tyler Reporting Services
Phase 2 Tyler Software Products
Payroll w/ESS
HR Management
Applicant Tracking
Phase 3 Tyler Software Products
Work Orders, Fleet & Facilities Management
Phase 4 Tyler Software Products
Business License
Permits & Code Enforcement
GASB 34 Report Writer
Central Property File
Maplink GIS Integration
Phase 5 Tyler Software Products
UB Interface
Utility Billing CIS
Business and Vendor Self Service (client hosted)
Citizen Self Service (client hosted)
Tyler agrees to implement the phases in accordance with the provisions of Section 1, Methodology, attached
hereto as Exhibit 6 and incorporated herein by this reference, which methodology may be modified by mutual
consent.
The City may request or agree to revising the Phases, as described above, and Tyler shall not unreasonably
refuse to approve any such requested changes. If the phases are revised, the payment amounts shall be revised
accordingly.
b) Tyler shall invoice Client $48,690 upon the Effective Date. Such amount equals 25% of the Software fees.
c) Tyler shall invoice Client $105,630 when Tyler has made the Tyler Software Products available to Client for
downloading. Such sum equals:
50% of the Software license fees ($97,380)
100% of the Tyler Unlimited Client Access License fees ($8,250)
d) Tyler shall invoice Client $28,510 (such sum equals 25 % of the Software license fees for Phase 1 Tyler
Software Products) upon the earlier of:
(i) Eighteen (18) months from the Effective Date;
(ii) the date set forth in the mutually developed project plan for the first productive use of the Phase 1
Tyler Software Products using actual Client data ("Phase 1 Live Production"), unless Phase 1 Live
Production is postponed by Tyler's failure to perform, in which event the date for Phase 1 Live
Production will be postponed the corresponding number of days, or
15
(iii) the first day of Phase 1 Live Production.
e) Tyler shall invoice Client $5,310 (such sum equals 25 % of the Software license fees for Phase 2 Tyler
Software Products) upon the earlier of-
(i) Eighteen (18) months from the Effective Date;
(ii) the date set forth in the mutually developed project plan for the first productive use of the Phase 2
Tyler Software Products using actual Client data ("Phase 2 Live Production"), unless Phase 2 Live Production is
postponed by Tyler's failure to perform, in which event the date for Phase 2 Live Production will be postponed
the corresponding number of days, or
(iii) the first day of Phase 2 Live Production.
f) Tyler shall invoice Client $1,790 (such sum equals 25 % of the Software license fees for Phase 3 Tyler
Software Products) upon the earlier of:
(i) Eighteen (18) months from the Effective Date;
(ii) the date set forth in the mutually developed project plan for the first productive use of the Phase 3
Tyler Software Products using actual Client data ("Phase 3 Live Production"), unless Phase 3 Live
Production is postponed by Tyler's failure to perform, in which event the date for Phase 3 Live
Production will be postponed the corresponding number of days; or
(iii) the first day of Phase 3 Live Production.
g) Tyler shall invoice Client $6,980 (such sum equals 25 % of the Software license fees for Phase 4 Tyler
Software Products) upon the earlier of:
(i) Eighteen (18) months from the Effective Date;
(ii) the date set forth in the mutually developed project plan for the first productive use of the Phase 4
Tyler Software Products using actual Client data ("Phase 4 Live Production"), unless Phase 4 Live
Production is postponed by Tyler's failure to perform, in which event the date for Phase 4 Live
Production will be postponed the corresponding number of days; or
(iii) the first day of Phase 4 Live Production.
h) Tyler shall invoice Client $6,100 (such sum equals 25 % of the Software license fees for Phase 5 Tyler
Software Products) upon the earlier of-
(i) Eighteen (18) months from the Effective Date;
(ii) the date set forth in the mutually developed project plan for the first productive use of the Phase 5
Tyler Software Products using actual Client data ("Phase 5 Live Production"), unless Phase 5 Live
Production is postponed by Tyler's failure to perform, in which event the date for Phase 5 Live
Production will be postponed the corresponding number of days; or
(iii) the first day of Phase 5 Live Production.
i) Tyler shall invoice Client respective Hardware fees upon delivery of such Hardware.
16
j) Tyler shall invoice Client $1,650 upon installation of the Tyler Software Products. Such sum equals:
100% of the year 1 maintenance fee for Tyler Unlimited Client Access Maintenance ($1,650)
k) Tyler shall invoice the Project Planning Services fee of $5,000 upon acceptance, by Client, of the
Implementation Planning document.
1) Tyler shall invoice the Install Fee upon completion of the installation.
m) Tyler shall invoice the Tyler Forms Processing - Configuration Fee upon completion of the configuration.
n) Tyler shall invoice the Tyler Forms Library Fees upon delivery of the respective library.
n) Tyler shall invoice the Conversion Fees upon completion of the respective conversion.
o) Tyler shall invoice Client fees for all other Services, plus all expenses, if and as provided/incurred.
p) Prices do not include travel expenses incurred in accordance with Tyler's then-current Business Travel
Policy. Tyler's current Business Travel Policy is attached hereto as Exhibit 4.
q) Payment is due within thirty (30) days of the invoice date.
r) The year 1 Maintenance fees of $45,517 for the one (1) year period commencing upon installation of the Tyler
Software Products are hereby waived. Subsequent annual Maintenance fees will be due on the anniversary of
the installation date of the Tyler Software Products.
s) The year 1 Payroll Tax Table Update fee of $1,000 for the one (1) year period commencing upon installation
of the Tyler Software Products (loading of the Tyler Software Products on the Client's hardware) is hereby
waived. Client reserves the right to update Payroll Tax Tables in lieu of paying Tyler for Payroll Tax Table
updates in subsequent years, as per termination provisions of Article 29 immediately below. If the Annual
Payroll Tax Table Update service is not terminated as set forth in said Article 29, subsequent annual Payroll Tax
Table Update fees will be due on the anniversary of the installation date of the Tyler Software Products.
29. Annual Payroll Tax Table Update. Annual Payroll Tax Table Update service will renew automatically for
additional one (1) year terms at Tyler's then-current Annual Payroll Tax Table Update service fee unless
terminated in writing by either party at least fifteen (15) days prior to the end of the then-current term.
Notwithstanding the foregoing, Tyler- shall not terminate the Annual Payroll Tax Table Update service as
provided in this Article for the first five (5) annual renewals.
30. Optional Items. Pricing for optional products and services shall be valid for twelve (12) months from the
Effective Date.
31. Contract Documents. This Agreement includes the following exhibits:
Exhibit 1 - Investment Summary
Exhibit 2 - Intentionally omitted
Exhibit 3 - Support Call Process
Exhibit 4 - Business Travel Policy
Exhibit 5 - Adobe End User License Agreement
Exhibit 6 - Tyler- Implementation Methodology
17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Tyler Technologies, Inc.
ERP and Schools Division
By:
Name:
`~li.~~~
Title:
Date: q-(-- "
City of Ukiah
By:
Na - -LA
eTitle:
Date:
18
Exhibit 1
Investment Summary
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Exhibit 2
Exhibit 2 is intentionally omitted.
Exhibit 3
Support Call Process
Client Support
Tyler Technical Support Department for MunisO
Goal: To provide an effective support mechanism that will guarantee timely resolution to calls, resulting in
high-level client satisfaction.
Contact Us
Call Tyler's toll free number (800-772-2260) or log a support request online through the Tyler Client Portal
available at Tyler's Support Web site (www.tvlertech.com).
Support Organization
Tyler's Technical Support Department for Munis is divided into multiple teams: Financials,
Pavroll/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-8:00pm EST Monday-Friday
PayrolUHR/Pension
8:00am-8:00pm 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-6:00pm EST Monday-Friday
TylerForms & Reporting Services
8:00am-5:00pm EST Monday-Friday
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 75/0 of our daily calls incoming, 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)
• When you will be available for a return call (often Support will call back within an hour of receiving
your message)
Paging
All client questions are important to us. There may be times when you are experiencing a priority 1 critical issue
and all technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate
to press 0 to be redirected to the operator. The operator will page the team you need to contact. We ask that you
reserve this function for those times when Munis is down, or a mission critical application is down and you are
not able to reach a technician immediately.
Online Support
Some questions can be handled effectively by e-mail. Once registered as a user on Tyler's Support Web site at
www.tylertech.com, you can ask questions or report issues to Support through "Customer Tools". Tyler's Client
Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP
account, incident and survey data is available in real-time.
Your existing contact information defaults when you add a new Support incident. You will be asked for required
information including Incident Description, Priority, Product Group and Product Module. Unlimited work-note
text is available for you to describe the question or problem in detail, plus you can attach files or screenshots
that may be helpful to Support.
When a new incident is added, the incident number is presented on the screen, and you will receive an
automated e-mail response that includes the incident number. The new incident is routed to the appropriate
Technical Support Team queue for response. They will review your incident, research the item, and respond via
e-mail according to the priority of the incident.
Customer Relationship Management System
Every call or e-mail from you is logged into our Customer Relationship Management System and given a unique
call number. This system tracks the history of each incident, including the person calling, time of the call,
priority of the call, description of the problem, support recommendations, client feedback and resolution. For
registered users on Tyler's Support Web site (www.tvlertech.com), a list of calls is available real-time under the
Tyler Client Portal (TCP).
Call Numbers
Support's goal is to return clients' calls as soon as possible. If you are not available when we call back, we will
leave a message with the open call number on your voice mail or with a person in your office. When you call
back, you can reference this call number so you do not have to re-explain the issue.
An open call number is also given to you once an initial contact has been made with Support and it has been
determined that the issue can't be resolved during the initial call. The open call number lets you easily track and
reference specific open issues with Support.
Call Response Goals
Open
Call
Priority
Maximum number of days a
support call is open
Support managers and analysts
review open calls
1
Less than a day
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 (l, 2, 3, and 4) according to the client's needs/deadlines. The goal of this
structure is to clearly understand the importance of the issue and assign the priority for closure. The client is
responsible for setting the priority of the call. Tyler Support for Munis tracks responsiveness to priority 1, 2 and
3 calls each week. This measurement allows us to better evaluate overall client satisfaction.
Priority 1 Call - issue is critical to the client, the Munis application or process is down.
Priority 2 Call - issue is severe, but there is a work around the client can use.
Priority 3 Call - issue is a non-severe support call from the client.
Priority 4 Call - issue is non-critical for the client and they would like to work with Support as time permits.
Following Up on Open Calls
Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the
technician will give you an open call number to reference, and will confirm the priority of the incident.
If you want to follow up on an open call, simply call the appropriate Support Team and reference the call
number to the Technician who answers or leave this information in your message. Referencing the open call
number allows anyone in support to quickly follow up on the issue. You can also update the incident through
TCP on Tyler's Web site (www.tylerLech.com) and add a note requesting follow-up.
Escalating a Support Call
If the situation to be addressed by your open call has changed and you need to have the call priority adjusted,
please call the appropriate Support Team and ask to be connected to the assigned technician. If that technician is
unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support
Team Manager. If you feel you are not receiving the service you need, please call the appropriate Product
Manager and provide them with the open call number for which you need assistance. The Product Manager will
follow up on your open issue and determine the necessary action to meet your needs.
Technical Support Product Managers:
Financials Team
Michelle Madore
(X4483)
(michelle.madore @ tylertech.com)
Payroll/HR/Pension Team Sonja Johnson (sonja.johnson@tylertech.com)
Tax/Other Revenue/Utility Billing Steven Jones (steven.jones@tylertech.com)
(X4157)
(X4255)
Team
OS/DBA Team Greg Mehlhorn (greg.mehlhorn@tylertech.com) (X4391)
TylerForms & Reporting Services Michele Violette (michele.violette@tylertech.com) (X4381)
If you are unable to reach the Product Manager, please call CJ McCarron, Vice President of Technical Support
at 800-772-2260, ext. 4124(ci.nzccarron@tyleriech.com).
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
Munis Internet Updater (MIU): Allows you to download and install critical and high priority fixes as soon as
they become available.
Release Admin Console: Allows you to monitor and track the availability of all development activity for a
particular release; right from inside Munis.
Knowledgebase: A fully searchable depository of thousands of documents related to Munis processing,
procedures, release info, helpful hints, etc.
Remote Support Tool
Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist you
with a question. GoToAssist@ shares your desktop via the Internet to provide you with virtual on-site support.
The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128-bit, end-to-
end AES encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose
problems, or assist you with screen navigation.
At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate and up-
to-date feedback on your Support experiences. We review the survey data in order to continually improve our
Support services.
E-mail Registration
Clients can go to our Web site and register for e-mail "groups" based on specific Munis applications. We use
these groups to inform clients of issues, and to distribute helpful technical tips and updated technical
documentation. The survey information allows you to update your registration at any time, and you may
unregister for one or more distribution lists at any time.
Tyler Web site
Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to
"Customer Tools" and other information such as online documentation, user forums, group training
schedule/sign-up, and annual user conference updates/registration.
Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support incidents
via the Tyler Client Portal. The frequency of these updates is determined by issue priority.
Priority 1 Incidents - Daily updates (only if phone contact is not possible)
Priority 2 Incidents - Weekly Updates
Priority 3 Incidents - Bi-weekly Updates
Priority 4 Incidents - Bi-weekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been completed or
when there is pertinent information to share.
Exhibit 4
Business Travel Policy
Air Travel
A. Reservations & Tickets
Tyler's Travel Agent will provide an employee with the lowest available airfare within two hours before
or after the requested departure time. If a net savings of $100 or more is possible through an alternate
flight with not more than one stop, the flight with the lower fare should be accepted. Employees are
encouraged to make reservations far enough in advance to take full advantage of discount opportunities.
B. Baggage Fees
Fees for checking one piece of baggage will be fully reimbursed, provided it is directly related to Tyler
business. Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Business use of an employee's private automobile will be reimbursed at a rate of $.51 per mile plus out of
pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting
and ending point, in compliance with IRS regulations. Employees who have been designated a home office
should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the
specific situation require their use. When renting a car for Tyler business, employees should select a "mid-
size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling
together.
C. Public Transportation
Taxi or airport limousine services should be considered when traveling in and around cities or to and from
airports. The Company will reimburse the actual fare plus a reasonable tip (15-18%). In the case of a free
hotel shuttle to the airport, a $1 tip per bag is reimbursable.
Lodging
Tyler's Travel Agent will select hotel chains that are well established, reasonable in price and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Fairfield Inn, Hampton
Inn and Holiday Inn Express. If the customer has a discount rate with a local hotel, notify Tyler's Travel
Agent as soon as possible to ensure that all employees can take advantage of the rate.
4. Meals
Employee meals while on travel status are reimbursable in the form of a flat per diem rate. The
reimbursement rates for individual meals are as follows:
Breakfast
$ 7.00
Lunch
12.00
Dinner
30.00
Total
$49.00
A. Overnight Travel
Employees on overnight travel status are eligible to claim all three meals on their expense report except as
follows:
Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 8:00 p.m
Return after 8:00` p.m.
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*8:00 is defined as direct travel time and does not include time taken to stop for dinner
B. Same Day Travel
Employees traveling at least 2 hours to a site and returning in the same day are eligible to claim lunch on an
expense report. Employees on same day travel status are eligible to claim dinner in the event they return
home after 8:00* p.m.
*8:00 is defined as direct travel time and does not include time taken to stop for dinner
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 your hotel
charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports
are not reimbursable.
Effective Date: January 1, 2011
Exhibit 5
Adobe End User License Agreement
ADOBE SYSTEMS INCORPORATED
ADOBE CENTRAL OUTPUT SOFTWARE
Software License Agreement
NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS INSTALLATION AND USE OF THE
ADOBE SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. INSTALLATION
AND USE OF THE SOFTWARE IS NOT PERMITTED UNLESS ADOBE HAS GRANTED LICENSEE THE
RIGHT TO DO SO AS SEPARATELY PROVIDED IN WRITING BY ADOBE. LICENSEE AGREES THAT
THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE.
BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN
ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR
USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT
INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM
INTEGRATOR, TYLER OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON
ANOTHER PERSON'S OR ENTITY'S BEHALF.
LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND
CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR
SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
Definitions
1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose,
California 95110, if subsection 9(a) of this Agreement applies: otherwise it means Adobe Systems Software
Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Saggart, Dublin 24, Ireland, a company organized
under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
1.2 "Authorized Users" means employees and individual contractors (i.e., temporary employees) of
Licensee.
1.3 "Computer" means one or more central processing units ("CPU") in a hardware device (including
hardware devices accessed by multiple users through a network ("Server")) that accepts information in digital or
similar form and manipulates it for a specific result based on a sequence of instructions.
1.4 "Deliver" means to transmit data directly or indirectly over a network to a printing device or any other
device for the purpose of printing.
1.5 "Development Software" means Software licensed for use in a technical environment solely for internal
development and testing and not for use as Production Software.
1.6 "Disaster Recovery Environment" means Licensee's technical environment designed solely to allow
Licensee to respond to an interruption in service due to an event beyond Licensee's control that creates an
inability on Licensee's part to provide critical business functions for a material period of time.
1.7 "Documentation" means the user manuals and/or- technical publications as applicable, relating to
installation, use and administration of the Software.
1.8 "Internal Network" means Licensee's private, proprietary network resource accessible only by
Authorized Users. "Internal Network" specifically excludes the Internet (as such term is commonly defined) or
any other network community open to the public, including membership or subscription driven groups,
associations or similar organizations. Connection by secure links such as VPN or dial up to Licensee's Internal
Network for the purpose of allowing Authorized Users to use the Software should be deemed use over an
Internal Network.
1.9 "License Metric" means each of the per-unit metrics used by Adobe in connection with the licensed
quantities identified as separately provided in writing by Adobe to describe the scope of Licensee's right to use
the Software. One or more of the following types of License Metrics applies to each Software Product as further
provided herein:
(a) Per-Computer. Licensee may install and use the Adobe Output Designer software on no more than the
licensed number of Computers.
(b) Per-User. The total number of Authorized Users that directly or indirectly request or receive content
that has been processed by the Software may not exceed the licensed quantity of users.
(c) Per-Server. The total number of Servers on which the Software is installed may not exceed the licensed
quantity of Servers.
1.10 "Location" means a specific building or physical location as identified by its unique street address.
1.11 "Production Software" means Software licensed for productive business use.
1.12 "SDK Components" means the sample software code, application programming interface, header files
and related information, and the file format specifications, if any, included as part of the Software as described
in the Documentation or a "Read Me" file accompanying the applicable Software.
1.13 "Software" means the object code version of the software program(s) specified in a separate written
agreement signed by Adobe, including all Documentation and other materials provided by Adobe to Licensee
under this Agreement. The term "Software Product" may also be used to indicate a particular product, and
otherwise has the same meaning as Software.
2. License. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual,
non-exclusive license to install and use the Software delivered hereunder according to the terms and conditions
of this Agreement, on Computers connected to Licensee's Internal Network, on the licensed platforms and
configurations, in the manner and for the purposes described in the Documentation. The following additional
terms also apply to Licensee's use of the Software.
2.1 License Metric. Licensee's right to install and use the Software is limited based on whether the
Software is licensed as Production Software or Development Software (as separately provided in writing by
Adobe) and the License Metrics applicable to the particular Software Products licensed (as separately provided
in writing by Adobe) and subject to the terms in Section 3, unless Licensee has licensed the Software for
evaluation purposes, in which case the terms of Section 4 apply.
2.2 SDK Components. Licensee's Authorized Users may install and use the SDK Components for purposes
of facilitating use of the Software in accordance with this Agreement. Licensee agrees that Licensee will treat
the API Information with the same degree of care to prevent unauthorized disclosure to anyone other than
Authorized Users as Licensee accords to Licensee's own confidential information, but in no event less than
reasonable care. Licensee's obligations under this Section 2.2 with respect to the API Information shall terminate
when Licensee can document that the API Information was in the public domain at or subsequent to the time it
was communicated to Licensee by Adobe through no fault of Licensee's. Licensee may also disclose the API
Information in response to a valid order by a court or other governmental body, when otherwise required by law,
or when necessary to establish the rights of either party under this Agreement, provided Licensee gives Adobe
advance written notice thereof.
2.3 Backup and Disaster Recover. Licensee may make and install a reasonable number of copies of the
Software for backup and archival purposes and use such copies solely in the event that the primary copy has
failed or is destroyed, but in no event may Licensee use such copies concurrently with Production Software or
Development Software. Licensee may also install copies of the Software in a Disaster Recovery Environment
for use solely in disaster recovery and nor for production, development, evaluation or testing purposes other than
to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster.
2.4 Documentation. Licensee may make copies of the Documentation for use by Authorized Users in
connection with use of the Software in accordance with this Agreement, but no more than the amount
reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same
copyright and other proprietary notices that appear on or in the Documentation.
2.5 Outsourcing. Licensee may sub-license use of the Software to a third part), outsourcing or facilities
management contractor to operate the Software on Licensee's behalf, provided that (a) Licensee provides Adobe
with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and
fully complies with the terms of this Agreement as they relate to the use of the Software on the same basis as
applies to Licensee; (c) such use is only in relation to Licensee's direct beneficial business purposes as restricted
herein; (d) such use does not represent or constitute an increase in the scope or number of licenses provided
hereunder; and (e) Licensee shall remain fully liable for any and all acts or omissions by the contractor related to
this Agreement.
2.6 Font Software. If the Software includes font software, then Licensee may (a) use the font software on
Licensee's Computers in connection with Licensee's use of the Software as permitted under this Agreement; (b)
output such font software on any output devices connected to Licensee's Computers; (c) convert and install the
font software into another format for use in other environments provided that use of the converted font software
may not be distributed or transferred for any purpose except in accordance with the transfer section in this
Agreement; and (d) embed copies of the font software into Licensee's electronic documents for the purpose of
printing and viewing the document, provided that if the font software Licensee is embedding is identified as
"licensed for editable embedding" on Adobe's website at
http://www.adobe.com/type/browser/legal/embeddingeula.html, Licensee may also embed copies of that font
software for the additional limited purpose of editing Licensee's electronic documents.
2.7 Restrictions
(a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or translate the
Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the
extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessary to
render the Software interoperable with other software; provided, however, that Licensee must first request such
information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or
impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's
and its suppliers' proprietary rights in the source code for the Software are protected.
(b) No Unbundling. The Software may include various applications, utilities and components, may support
multiple platforms and languages and may be provided to Licensee on multiple media or in multiple copies.
Nonetheless, the Software is designed and provided to Licensee as a single product to be used as a single
product on Computers and platforms as permitted herein. Licensee is not required to use all component parts of
the Software, but Licensee shall not unbundle the component parts of the Software for use on different
Computers. Licensee shall not unbundle or repackage the Software for distribution, transfer or resale.
(c) No Transfer. Licensee shall not sublicense, assign or transfer the Software or Licensee's rights in the
Software, or authorize any portion of the Software to be copied onto or accessed from another individual's or
entity's Computer except as may be explicitly provided in this Agreement. Notwithstanding anything to the
contrary in this Section 2.7(c), Licensee may transfer copies of the Software installed on one of Licensee's
Computers to another one of Licensee's Computers provided that the resulting installation and use of the
Software is in accordance with the terms of this Agreement and does not cause Licensee to exceed Licensee's
right to use the Software under this Agreement.
(d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (i)
using the Software on behalf of third parties; (ii) renting, leasing, lending or granting other rights in the Software
including rights on a membership or subscription basis; and (iii) providing use of the Software in a computer
service business, third party outsourcing facility or service, service bureau arrangement, network, or time
sharing basis.
(e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported into any
country or used in any manner prohibited by the United States Export Administration Act or any other export
laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an
export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of,
or located within, an embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan, Libya, Cuba
and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the
Software. All rights to install and use the Software are granted on condition that such rights are forfeited if
Licensee fails to comply with the terms of this Agreement.
License Metrics and Limitations.
3.1 Adobe Central Output Server. If Licensee has licensed Adobe Central Output Server as Production
Software or Development Software (as separately provided in writing by Adobe), then Adobe grants Licensee a
license to install and use Adobe Central Output Server on a Per-Server basis, provided that Licensee is not
permitted to Deliver output from the Production Software to more than ten (10) Locations per licensed Server.
3.2 Adobe Central Pro Output Server. If Licensee has licensed Adobe Central Pro Output Server, then
Adobe grants Licensee a license to install and use Adobe Central Pro Output Server either (a) as Production
Software on a Per-Server or Per-User basis (as separately provided in writing by Adobe), or (b) as Development
Software on a Per-Server basis. When Adobe Central Pro Output Server is licensed as Production Software on a
Per-Server basis, Licensee is not permitted to Deliver output from the Software Product to more than ten (10)
Locations per licensed Server.
3.3 Adobe Output Pak for mySAP.com. If Licensee has licensed Adobe Output Pak for mySAP.com, then
Adobe grants Licensee a license to install and use Adobe Output Pak for mySAP.com solely in connection with
Adobe Central Pro Output Server for use with SAP software either (a) as Production Software on a Per-Server
or Per-User basis (as separately provided in writing by Adobe), or (b) as Development Software on a Per-Server
basis. Licensee's license to Adobe Output Pak for mySAP.com includes a license to install and use Adobe
Central Pro Output Server subject to the terms of Section 3.2 of this Agreement. The following additional terms
apply:
3.3.1 Per-Server License. If Licensee has licensed Adobe Output Pak for mySAP.com on a Per-
Server basis, Licensee shall have the right to install and use Adobe Central Pro Output Server on one (1) Server
unless Licensee obtains additional Per-Server licenses to the Adobe Central Pro Output Server.
3.3.2 Per-User License. If Licensee has licensed Adobe Output Pak for mySAP.com software on a
Per-User basis, Licensee must obtain a number of Per-User licenses of Adobe Output Pak for mySAP.com not
less than the number of Authorized Users who are authorized to access or use the SAP software.
3.4 Adobe Central Output Server Workstation Edition. If Licensee has licensed Adobe Central
Output Server Workstation Edition, then Adobe grants Licensee a license to install and use Adobe Central
Output Server Workstation Edition as Production Software on a Per-Computer basis. Licensee's use of the
Adobe Central Output Server Workstation Edition shall be limited to use directly or indirectly initiated by an
individual person (not an automated process) for the sole purpose of delivering output that has been processed
by the Adobe Central Output Server Workstation Edition software to the person that initiated such use.
3.5 Adobe Output Designer. If Licensee has licensed Adobe Output Designer, then Adobe grants Licensee
a license to install and use Adobe Output Designer as Production Software on a Per-Computer basis subject to
the following additional terms:
3.5.1 Network Use. As an alternative to installing and using the Adobe Output Designer software on
the Computer of each licensed Authorized User, Licensee may install and use the Adobe Output Designer
software on a file server for the purpose of (a) permitting Authorized Users to download the software for
installation and use on no more than the licensed number of Computers connected to Licensee's Internal
Network, or (b) permitting Authorized Users to use the software using commands, data or instructions from a
Computer connected to Licensee's Internal Network provided that the total number (not the concurrent number)
of Authorized Users that use the software does not exceed one user for each of the licensed number of
Computers. No other network use is permitted.
3.5.2 Limitation. Licensee shall be prohibited from using the templates, forms and other materials
created using the Adobe Output Designer software with any software other than Adobe software.
3.6 Development Software License. This Section 3.6 applies only if Licensee has obtained a valid
Development Software license to a Software Product. In addition to the other terms contained herein, Licensee's
license to the Development Software is limited to use in Licensee's technical environment strictly for testing and
development purposes and not for production purposes. Licensee may (a) install the Development Software on
Servers connected to Licensee's Internal Network provided that the total number of Computers used to operate
the Development Software does not exceed the licensed amount, and (b) permit Authorized Users to use the
Development Software in accordance with this Agreement.
4. Evaluation of Software Products. This Section 4 applies only if Licensee has obtained a valid license to
evaluate Software Products as separately provided in writing by Adobe or as indicated by the serial number
Licensee enters upon installation.
4.1 License. In addition to the other terms contained herein, Licensee's license to evaluate any Software
Product is limited to use strictly for Licensee's own internal evaluation purposes and not for production
purposes, and is further limited to a period not to exceed sixty (60) days from the date Licensee obtains the
Software Products. Licensee may (a) install the Software Products on one (1) Computer connected to Licensee's
Internal Network, and (b) permit Authorized Users to use the Software Products to deliver content within
Licensee's Internal Network. Licensee's rights with respect to the Software Products are further limited as
described in Section 4.2.
4.2 Limitations. Licensee's rights to install and use Software Products under this Section 4 will terminate
immediately upon the earlier of (a) the expiration of the evaluation period described herein, or (b) such time that
Licensee purchases a license to a non-evaluation version of such Software Products. Adobe reserves the right to
terminate Licensee's license to evaluate Software Products at any time in its sole discretion. Licensee agrees to
return or destroy Licensee's copy of the Software Products upon termination of this Agreement for any reason.
To the extent that any provision in this Section 4 is in conflict with any other term or condition in this
Agreement, this Section 4 shall supersede such other term(s) and condition(s) with respect to the evaluation of
Software Products, but only to the extent necessary to resolve the conflict. ADOBE IS LICENSING THE
SOFTWARE PRODUCTS FOR EVALUATION ON AN "AS IS" BASIS AT LICENSEE'S OWN RISK. SEE
SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH
GOVERN EVALUATION OF SOFTWARE PRODUCTS.
5. Intellectual Property Rights. The Software and any copies that Licensee is authorized by Adobe to make
are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure,
organization and code of the Software are the valuable trade secrets and confidential information of Adobe
Systems Incorporated and its suppliers. The Software is protected by copyright, including without limitation by
United States Copyright Law, international treaty provisions and applicable laws in the country in which it is
being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property
rights in the Software and all rights not expressly granted are reserved by Adobe.
6. Updates. If the Software is an upgrade or update to a previous version of the Software, Licensee must
possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates
are provided to Licensee on a license exchange basis. Licensee agrees that by using an upgrade or update
Licensee voluntarily terminates Licensee's right to use any previous version of the Software. As an exception,
Licensee may continue to use previous versions of the Software on Licensee's Computer after Licensee uses the
upgrade or update but only to assist Licensee in the transition to the upgrade or update, provided that the
upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be
licensed to Licensee by Adobe with additional or different terms.
7. WARRANTY
7.1. Warranty. Adobe warrants to Licensee that the Software will perform substantially in accordance with
the Documentation for the ninety (90) day period following shipment of the Software when used on the
recommended operating system, platform and hardware configuration. This limited warranty does not apply to
evaluation software (as indicated in Section 4), patches, sample code, sample files and font software converted
into other formats. All warranty claims must be made within such ninety (90) day period. If the Software does
not perform substantially in accordance with the Documentation, the entire liability of Adobe and Licensee's
exclusive remedy shall be limited to either, at Adobe's option, the replacement of the Software or the refund of
the license fee paid to Adobe for the Software.
7.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE
BY ADOBE AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE'S, ITS AFFILIATES'
OR ITS SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED
WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE
EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE IN LICENSEE'S JURISDICTION, ADOBE, ITS AFFILIATES AND ITS SUPPLIERS
PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER
MATTERS, INCLUDING PERFORMANCE, SECURITY, NON-R TRINGEMENT OF THIRD PARTY
RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE
AND AS OTHERWISE PROVIDED IN SECTION 4, IN NO EVENT WILL ADOBE, ITS AFFILIATES OR
ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS
WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY
LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS
INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY
A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS
AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE
EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this Agreement limits Adobe's liability to
Licensee in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit
(fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and
limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further
information, please see the jurisdiction specific information at the end of this agreement, if any, or contact
Adobe's Customer Support Department.
9. Governing Law. This Agreement, each transaction entered into hereunder, and all matters arising from
or related to this Agreement (including its validity and interpretation), will be governed and enforced by and
construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the
Software is purchased when Licensee is in the United States, Canada, or Mexico; or (b) Japan, if a license to the
Software is purchased when Licensee is in Japan, China, Korea, or other Southeast Asian country where all
official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script
based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to
the Software is purchased when Licensee is in any other jurisdiction not described above. The respective courts
of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese
law applies, and the competent courts of London, England, when the law of England applies, shall each have
non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by
the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly excluded.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.
Updates may be licensed to Licensee by Adobe with additional or different terms. The English version of this
Agreement shall be the version used when interpreting or construing this Agreement. This is the entire
agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations,
discussions, undertakings, communications or advertising relating to the Software.
11. Notice to U.S. Government End Users.
11.1 Commercial Items. The Software and Documentation are "Commercial Item(s)," as that term is defined
at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer
Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as
applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being
licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are
granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the
copyright laws of the United States. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95 1 1 0-2704,
USA.
11.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe
Software for acquisition by the U.S. Government, or any contractor therefore, Licensee will license consistent
with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1
and 227-7202-4 (for the Department of Defense). For U.S. Government End Users, Adobe agrees to comply
with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as
amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and
Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through
60-60, 60-250. and 60-741. The affirmative action clause and regulations contained in the preceding sentence
shall be incorporated by reference in this Agreement.
12. Compliance with Licenses. Adobe may, at its expense, and no more than once every twelve (12)
months, appoint its own personnel or an independent third party to verify the number of copies and installations,
as well as usage of the Adobe software by Licensee. Any such verification shall be conducted upon seven (7)
business days notice, during regular business hours at Licensee's offices and shall not unreasonably interfere
with Licensee's business activities. Both Adobe and its auditors shall execute a commercially reasonable non-
disclosure agreement with Licensee before proceeding with the verification. If such verification shows that
Licensee is using a greater number of copies of the Software than that legitimately licensed, or are deploying or
using the Software in any way not permitted under this Agreement and which would require additional license
fees, Licensee shall pay the applicable fees for such additional copies within thirty (30) days of invoice date,
with such underpaid fees being the license fees as per Adobe's then-current, country specific, license fee list. If
underpaid fees are in excess of five percent (5%) of the value of the fees paid under this Agreement, then
Licensee shall pay such underpaid fees and Adobe's reasonable costs of conducting the verification.
13. Third-Party Beneficiary. Licensee acknowledges and agrees that Adobe's licensors (and/or Adobe if
Licensee obtained the Software from any party other than Adobe) are third party beneficiaries of this
Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of
such licensors and/or Adobe.
Adobe is either- a registered trademark or trademark of Adobe Systems Incorporated in the United States and/or
other- countries.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Title: vae~~ +l^,•L-,,..a_Title:
Date: Date:
Exhibit 6 - Tyler Implementation Methodology
Tyler Implementation Methodology follows this page.
City of Ukiah, California
Munis° Financial Management Software and Services
Section Implementation
Implementation is the set of activities that takes the client from software installation up to the daily, normal use of
the Tyler system. Tyler's goal is to provide the best software, services, and support to our clients. Tyler clients
benefit from the fact that we perform our own implementations-we know our software better than anyone. Our
clients receive guidance throughout implementation by experienced Tyler professionals. This results in clients that
are not only satisfied, but willing to recommend our products and services.
1.1 Methodology
Tyler's methodology is straightforward. We've taken the successful approach to implementation we've used or over
25 years and integrated it with the principles of the Project Management Institute (PMI), a globally recognized
organization dedicated to the project management profession. As a result, our clients receive an implementation
method tailored to meet their specific needs.
PMI's PMBOK® (Project Management Body of Knowledge) Guide proposes that there are five process groups to
every project: Initiating, Planning, Executing, Controlling, and Closing. As part of Tyler's commitment to
incorporating the PMI principles into our implementation process, we have integrated these proven technologies of
the PMI process with Tyler's implementation experience, to yield a proven approach that is tailored to the public
sector.
Trained personnel perform and/or guide all aspects of an implementation for a client. Our staff consists of seasoned
professionals with unique and proprietary skills and years of experience, focused into dedicated departments. Our
project managers are trained to maintain the professional standards of PMI. Through the institute, our project
managers earn Project Management Professional (PMP) certification, a qualification program that signifies a
professional has met very stringent guidelines.
Our implementation process emphasizes the importance of cultural change management. This is how we guide our
clients through the changes that accompany implementation of a new software system and help to ensure a smooth
transition. Our implementation staff is experienced in analyzing policies, procedures, and organizational needs. They
carefully review and test to ensure policies and procedures are well defined and effective. For Tyler clients, the
proof of our approach is in the outcome-a successful implementation.
Throughout a project, we establish control points (critical review points) to ensure an organization fully understands
and accepts the project. It is at these check points that organizational stakeholders monitoring the overall project
must formally accept the project to date. Once there is formal acceptance, the project will proceed to the next phase.
Tyler takes its contractual obligations seriously. We have a proven record of delivering software solutions on time
and on budget. We take pride in our ability to partner to deliver successful projects that stay in scope, and are
deployed, and up and running when promised. This is precisely what differentiates our implementation process.
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1.1.2.1 Planning and Analysis Phase I
This phase of the implementation process commences once a contract has been signed. Project stakeholders from the
organization are identified. This group will be responsible for monitoring the project and providing formal
acceptance of each phase. Once stakeholders have been determined, functional leaders are chosen for the project.
Management plans are formed regarding the scope, schedule, quality/testing, communication, and risk of the project.
This is accomplished in cooperation with the organization's management. The process of transferring knowledge to
and from the functional leaders begins. Tyler consultants then review policies and procedures related to software
functionality. Finally, scripts are tested based on decisions made and formal acceptance from the stakeholders is
obtained before moving to the next phase.
As part of the planning phase, project stakeholders within a client's organization must be identified. These
stakeholders monitor the overall project and are an essential ingredient to a successful implementation. They ensure
that the product ultimately adds value and is aligned with the organization's goals. One method Tyler has developed
to verify stakeholder commitment and understanding of a project is to set up periodic critical stops. These
checkpoints make certain the stakeholders have kept pace with the project and are fully aware and accepting of the
implementation process to date. Before proceeding to the next phase, the stakeholders must approve the project's
status. This critical stop guarantees the client's stakeholders are on the same page as Tyler implementation staff. The
end result is a smooth implementation for the client-one that is on time and on budget.
munis,
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Page 4
Lys
City of Ukiah, California
Munis® Financial Management Software and Services
Once client stakeholders have been determined, functional leaders within the organization must be identified.
Functional leaders will be the first members of the client's organization to learn the new system. They will help
decide the best policies and practices in coordination with Tyler consultants. In addition, they will eventually
recommend to stakeholders when they are prepared to advance to the next phase of implementation.
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Page 5
City of Ukiah, California
Munis° Financial Management Software and Services
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Page 6
)v 1.1.2.2 Setup, Training and Conversion Phase II
This phase begins with data conversion, forms design, table and preference setup, and primary-user training. System
testing follows the completion of these tasks. This testing will determine the success of the knowledge transfer to
end users. Formal acceptance from stakeholders is required before advancing to the next phase.
LIVE PROCESSING POST LIVE PROCESSES PHASE
IMPLEMENTATION LIVE PREPARATION 1 CLOSURE
6.0 ` 7.0 J S.0 9.0 J p
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6. 3 FINAL CONVERSION
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Page 7
City of Ukiah, California
Munis® Financial Management Software and Services
4 -
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City of Ukiah, California
Munis° Financial Management Software and Services
1.1.2.3 Deployment Phase III
The Go-Live phase begins with a pre-live process review, proceeds to final training and conversion to be followed
by quality assurance testing. The phase closes with a transition to the product Support organization and formal
acceptance from stakeholders.
LIVE
LIVE
POST LIVE
PHASE
PREPARATION
PROCESSING
PROCESSES
CLOSURE
7.0
8.0
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3
72
.
EXTENDED POST
I I Ro1 POINT
CONTROL POINT
CLIENT LIVE ON
LIVE IMP..
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POST LIVE
MANAGI-.'25!GN
T51
PROCESSES
~
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ACCEPTANCE OF
PROC
POST LIVE
7,52
TRAINING
Work Breakdown Structure
Phase III
munis,
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Page 8
0-6
® a Tyler elp solution
Page 9