HomeMy WebLinkAboutTyler Technologies 10/2015AGREEMENT
THIS AGREEMENT, made on the day of August, 2015, by and between the
CITY OF OSHKOSH, hereinafter referred to as CITY, and TYLER TECHNOLOGIES,
with offices at 1 Tyler Drive, Yarmouth, Maine 04096, hereinafter referred to as the
CONSULTANT.
W ITNESSETH:
That the CITY and the CONSULTANT, for the consideration hereinafter named,
enter into the following Agreement.
COMPONENT PARTS OF THE AGREEMENT
This Agreement represents the entire agreement between the City and Tyler with
respect to the subject matter hereof and, supersedes any prior agreements,
understandings, and representations, whether written, oral, expressed, implied, or
statutory and consists of the foliowing component parts, all of which are as fully a part of
this Agreement as if herein set out verbatim, or if not attached, as if hereto attached:
1. This instrument.
2. CONSULTAN7''S License and Services Agreement, including aIl Exhibits and
Schedules attached thereto.
3. CITY's RFP for ERP Software System and Implementation dated September
15, 2014 and attached hereto.
4. CONSULTANT's response to the City of Oshkosh's request for proposal for
the Enterprise Resource Planning solution dated November 11, 2014,
5. CONSULTANT's Certificate of Insurance attached hereto.
In the event that any provision in any of the above component parts of this Agreement
conflicts with any provision in any other of the component parts, the following order of
precedence shall apply:
1. This instrument.
2. CONSULTANT's License and Services Agreement, including all Exhibits and
Schedules attached thereto, collectively attached hereto as an Addendum.
3. CONSULTANT's response to the City of Oshkosh's request for proposal for the
Enterprise Resource Planning solution dated November 11, 2014.
4. CONSULTANT's Certificate of Insurance attached hereto.
5. CITY's RFP for ERP Software System and Implementation dated September 15,
2014 and attached hereto.
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CITY REPRESENTATIVE
The CITY shali assign the foilowing individua(s to manage this Agreement:
Trena Larson, Director of Finance
Tony Neumann, iT Manager
SCOPE OF WORK
The CONSULTANT shall provide the services described in the CONSULTANT's
License and Services Agreement and the referenced response to the City of Oshkosh's
request for proposal. CITY may make or approve changes within the general Scope of
Services contained within the CONSULTANT'S referenced response to the CITY's
request for proposal and in this AGREEMENT. If such changes affect CONSULTANT's
cost or time required for performance of the services, an equitable adjustment will be
made through an amendment to this AGREEMENT.
RECORDS AND INSTRUMENTS OF SERVICE
A. Confidentiality. All information and advice exchanged between the parties
(including their agents and empfoyees) shall be treated as confidential, and shall not be
disclosed to third parties except: 1) as agreed upon in writingor2) as required by law.
B. All reports, data, computer files, and other materials, or other documents
provided by the C1TY to CONSULTANT or prepared by the City, shall remain the
property of the CITY. The CITY recognizes that the software itself, including any
enhancements and new releases made thereto, is not owned by the CfTY. Subject to
Section B(Software License) of the Tyler License and Services Agreement and
notwithstanding anything to the contrary stated in this Agreement, Tyler retains
ownership of all (i) software licensed to the City; and (ii} proprietary information
contained in all deliverables.
TERM AND TERMINATION
A. Term. The work to be performed under this Agreement by CONSULTANT shall
be completed within the time iimits as listed in the TIME OF COMPLETiON.
B. Termination.
1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the
obligations under this Agreement, the other party shall have the right to terminate this
Agreement by advance written notice of no less than forty-five (45} days during which
time the alleged breaching party shall be permitted an opportunity to cure the asserted
breach. In this event the Agreement terminates for cause, the CONSULTANT shall be
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entitled to compensation for all products and services delivered and expenses incurred
prior Tyler's receipt of the Notice.
2. For Convenience. The CITY may terminate this Agreement at any time by giving
written notice to the CONSULTANT no later than 30 calendar days before the
termination date. In this event, the CONSULTANT shall be entitled to compensation for
all products and services delivered and expenses incurred prior to the date of
termination.
TIME OF COMPLETION
The CONSULTANT shall perform the services under this Agreement within twenty four
(24) months from the commencement of the first planning phase meeting date through
acceptance testing of the final product. The CITY agrees that the CONSULTANT is not
liable for such timely performance due to, nor shall CONSULTANT be responsible for
damages arising directly or indirectly from, any delays for causes beyond the
CONSULTANT's control. For the purposes of this Agreement, such causes include, but
are not limited to, strikes or other labor disputes, severe weather disruptions or other
natural disasters, or failure of performance by the CITY. If the delays resulting from any
such causes increase the time required by the CONSULTANT to perform its services in
an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable
adjustment in schedule.
SUSPENSION DELAY OR INTERRUPTION OF WORK
CITY may suspend,
convenience of CITY.
be equitably adjusted.
ASSIGNMENT
delay, or interrupt the Services of CONSULTANT for the
In such event, CONSULTANT's contract price and schedule shail
Neither party shall not have the right to assign this Agreement without the written prior
consent of the other party provided, however, that CONSULTANT may, without the prior
express written consent of the CITY, assign the award or the mutually negotiated
contract in its entirety to the surviving entity of any merger or consolidation or to any
purchaser of substantially all of CONSULTANT's assets..
COOPERATION IN LITIGATION AND AUDITS
CONSULTANT shall reasonably cooperate with the City, the City's insurer, the City's
attorneys, the City's Auditors or other representative of the City (collectively, the "City"
for purposes of this Article) in connection with (a) any internal or governmental
investigation or administrative, regulatory, arbitral or judicial proceeding (collectively
"Litigation") or internal or governmental Audit (collectively, "AudiY'), with respect to
matters directly relating to this Agreement; other than a third party proceeding in which
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CONSULTANT is a named party and CONSULTANT and the CITY have not entered
into a mutually acceptable joint defense agreement.
Such cooperation may include, but shall not be limited to, responding to requests for
documents and/or other records, and making CONSULTANT'S employees reasonably
available to the CITY (or their respective insurers, attorneys or auditors) upon
reasonable notice for: (i) interviews, factual investigations, and providing declarations or
affidavits that provide truthful information in connection with any Litigation or Audit; (ii)
appearing at the reasonable request of the CITY to give testimony without requiring
service of a subpoena or other legal process; (iii) volunteering to the CITY all pertinent
information related to any Litigation or Audit; and (iv) providing information and legal
representations to auditors in a form and within a timeframe reasonably requested.
CITY shall reimburse CONSULTANT for reasonable direct expenses incurred in
connection with providing documents and records required under this paragraph and
may require, at the CITY's sole discretion, such expenses to be documented by receipts
or other appropriate documentation. Reasonable direct expenses include costs, such
as copying, postage and similar costs; but do not include wages, salaries, benefits and
other employee compensation. CONSULTANT shall not be entitled to additional
compensation for employee services provided under this paragraph.
STANDARD OF CARE
The standard of care applicable to CONSULTANT's Services will be the degree of skill
and diligence normally employed by professional CONSULTANTs or consultants
performing the same or similar Services at the time said services are performed.
CONSULTANT will re-perform any services not meeting this standard without additional
compensation.
CITY RESPONSIBILITIES
The CITY shall furnish, at the CONSULTANT's request, such information as is needed
by the CONSULTANT to aid in the progress of the project, providing it is reasonably
obtainable from City records.
CONSULTANT may reasonably rely upon the accuracy, timeliness, and completeness
of the information provided by CITY.
To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine
all reports and other documents and will make any authorizations necessary to proceed
with work within a reasonable time period.
PAYMENT
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A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance
of the Agreement the amount as indicated in Exhibits A and B to the License and
Services Agreement attached hereto.
B. Annual Maintenance Fee Increase. The permitted increase to the annual
maintenance fee shall be as follows: Year 1: no increase; Years 2&3: 3% cap per
annum from previous cap; Year 4: 4% cap from previous cap; Years 5-10: 5% cap
per annum from previous cap.
C. Method of Payment. The CONSULTANT shall submit itemized invoice statements
for services. The CITY shall pay the CONSULTANT within thirty (30) calendar days
after receipt of such statement.
D. Additional Costs. Costs for additional services shall be negotiated and set forth in a
written amendment to this Agreement executed by both parties prior to proceeding with
the work covered under the subject amendment.
E. Commissions. The CONSULTANT understands that as the CITY's representative,
they are not entitled to commissions of any sort regardless of the services the
CONSULTANT may provide or broker under this agreement.
WHOLE AGREEMENT / AMENDMENT
This document and any specified attachments contain all terms and conditions of the
Agreement and any alteration thereto shall be invalid unless made in writing, signed by
both parties and incorporated as an amendment to this Agreement.
AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY
This Agreement is the product of negotiation between the parties hereto and no term,
covenant or provision herein or the failure to include a term, covenant or provision shall
be construed against any party hereto solely on the basis that one party or the other
drafted this Agreement or any term, covenant or condition contained herein.
CHOICE OF LAW AND VENUE
The laws of the State of Wisconsin shall govern the interpretation and construction of
this Agreement. Winnebago County shall be the venue for all disputes arising under
this Agreement.
IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this
contract to be sealed with its corporate seal and to be subscribed to by its City Manager
and City Clerk and countersigned by the Comptroller of said City, and CONSULTANT
hereunto set its hand and seal the day and year first above written.
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In the Presence f:
/;/.G s�r�e t�d 5 �
(Seal of Contractor
if a Corporation.)
�••:• �
i
torney
CONSULTANT
TYLER TECHNOLOGIES, INC.
By
Associate Gener I Counsel
(Specify Title)
CITY OF OSHKOSH
By: /%a--i�ico�l2�
ark A. Rohloff, City Ma ger
� _ ,
And: � � � % ��
Pamela R. Ubrig, City Cle k
I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
this contract
�rc �� �c�M
City Comptroller
ADDENDUM
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LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the
Investment Summary and Tyler desires to perform such actions under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this
Agreement, Tyler and Client agree as follows:
SECTION A— DEFINITIONS
• "Agreement" means this License and Services Agreement.
• "eusiness Trevel Policy" means our business travel policy. A copy of our current Business Travel Policy
is attached as Schedule i to Exhibit B.
• "ClienY' means City of Oshkosh, Wisconsin.
• "DefecY' means a failure of the Tyler Software to substantially conform to the functional descriptions
set forth in our written proposal to you, or their functional equivalent. Future functionality may be
updated, modified, or otherwise enhanced through our maintenance and support services, and the
governing functional descriptions for such future functionality will be set forth in our then-current
Documentation.
• "Developer" means a third party who owns the intellectual property rights to Third Party Software.
• "Documentation" means any online or written documentation related to the use or functionality of
the Tyler Software that we provide or otherwise make available to you, including instructions, user
guides, manuals and other training or self-help documentation.
• "Effective Date" means the date on which your authorized representative signs the Agreement.
. "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause
that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the software, products, and services
attached as Exhibit A.
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "Maintenance and Support AgreemenY' means the terms and conditions governing the provision of
maintenance and support services to all of our customers. A copy of our current Maintenance and
Support Agreement is attached as Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who have
licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to
Exhibit C.
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• "Third Party End User License Agreement�s�" means the end user license agreement(s), if any, for the
Third Party Software attached as Exhibit D.
• "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary.
• "7hird Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party Software" means the third party software, if any, identified in the Investment Summary.
• "Tyler" means TylerTechnologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software and related interfaces identified in the Investment
Summary and licensed to you through this Agreement.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B — SOFTWARE LICENSE
1. License Grant and Restrictions.
1.1 We grant to you a license to use the Tyler Software for your internal business purposes only. You may
make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used
in production and the testing is for internal use only. Your rights to use the Tyler Software are
perpetual but may be revoked if you do not comply with the terms of this Agreement.
1.2 The Documentation is licensed to you and may be used and copied by your employees for internal,
non-commercial reference purposes only.
1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile,
or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with
the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or pocumentation to third
parties.
1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or
make available to you through your Maintenance and Support Agreement.
1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license.
You will give us advance written notice of any such transfer and will pay us for any required or
requested technical assistance associated with such transfer.
1.6 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties. We own
the title, copyright, and other intellectual property rights in the Tyler Software and the
Documentation. The Tyler Software is licensed, not sold.
2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary.
Those amounts are payable in accordance with our Invoicing and Payment Policy.
3. Escrow. We maintain an escrow agreement with a third party under which we place the source code for
each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by
completing a standard beneficiary enrollment form and paying the annual beneficiary fee (currently $800)
directly to the escrow agent. You will be responsible for maintaining your ongoing status as a beneficiary,
including payment of the then-current annual beneficiary fees. Release of source code for the Tyler
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Software is strictly governed by the terms of the escrow agreement.
4. Limited Warrantv. We warrant that the Tyler Software will be without Defect(s) as long as you have a
Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we
will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the
Maintenance and Support Agreement.
SECTION C — PROFESSIONAL SERVICES
1. Services. We will provide you the various implementation-related services itemized in the Investment
Summary. You will receive those services according to our industry-standard implementation plan, which
outlines roles and responsibilities in calendar and project documentation. We will finalize that
documentation with you upon execution of this Agreement.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in
the Investment Summary. You acknowledge that the fees stated in the Investment Summary are good-
faith estimates of the amount of time and materials required for your implementation. We will bill you the
actual fees incurred based on the in-scope services provided to you. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
3. Additional Services. The Investment Summary contains the scope of services and related costs (including
programming and/or interface estimates) required for the project based on our understanding of the
specifications you supplied. If additional work is required, or if you use or request additional services, we
will provide you with an addendum or change order, as applicable, outlining the costs for the additional
work. The price quotes in the addendum or change order will be valid for thirty (30) days.
4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging
travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services
less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all
(a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled
professional services if we are unable to reassign our personnel. We will make all reasonable efforts to
reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.
Services Warrantv. We will perform the services in a professional, workmanlike manner, consistent with
industry standards. In the event we provide services that do not conform to this warranty, we will re-
perform such services at no additional cost to you.
Site Access and Reauirements. You agree to provide us with full and free access to your personnel,
facilities, and equipment as may be reasonably necessary for us to provide implementation services,
subject to any reasonable security protocols or other written policies provided to us. You further agree to
provide a reasonably suitable environment, location, and space for the installation of the Tyler Software
and Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other
reasonably necessary items required for the installation and operation of the Tyler Software and Third
Party Products.
Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts to
cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines
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and other milestones for implementation. This cooperation includes at least working with us to schedule
the implementation-related services you have contracted for. We will not be liable for failure to meet any
deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to
provide such cooperation and assistance (either through action or omission).
SECTION D— MAINTENANCE AND SUPPORT
We will provide you with maintenance and support services for the Tyler Software under the terms of our
standard Maintenance and Support Agreement. You agree to pay us the annual maintenance and support
fees in accordance with our Invoicing and Payment Policy.
SECTION E —THIRD PARTY PRODUCTS
1. Third Partv Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Partv Software. Upon payment in full of the Third Party Software license fees, you will receive a non-
transferable license to use the Third Party Software and related documentation for internal business
purposes only. Your license rights to the Third Party Software will be governed by the Third Party End User
License Agreement(s).
2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in
the Investment Summary.
2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party
Software, you will be required to pay such additional future fee. As of the Effective Date of this
Agreement, no Third Party Software is being sold to the Client.
23 The right to transfer the Third Party Software to a replacement hardware system is governed by the
Developer. You will give us advance written notice of any such transfer and will pay us for any
required or requested technical assistance associated with such transfer.
3. Third Partv Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and
clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or
guarantee the performance of the Third Party Products. However, we grant and pass through to you
any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and
other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or
issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution
with the Developer, unless that Developer requires that you have a separate, direct maintenance
agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support
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Agreement in effect with Tyler, you will be responsible for resolving defects and other issues related to the
Third Party Software directly with the Developer.
SECTION F— INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicin� and Pavment. We will invoice you the fees for the license(s), products, and services in the
Investment Summary per our Invoicing and Payment Policy, subject to Section F(2�.
2. Invoice Disoutes. If you believe any delivered product or service does not conform to the warranties in this
Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable
invoice. The written notice must contain sufficient detail of the issues you contend are in dispute. We will
provide a written response to you that will include either a justification of the invoice, an adjustment to
the invoice, or a proposal addressing the issues presented in your notice. We will work together as may be
necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any
issues presented in your notice. You may only withhold payment of the amount(s) actually in dispute until
we complete the action items outlined in the plan. If we are unable to complete the action items outlined
in the action plan because of your failure to complete the items agreed to be done by you, then you will
remit full payment of the invoice. We reserve the right to suspend delivery of all services, including
maintenance and support services, if you fail to pay an invoice not disputed as described above.
SECTION G —TERMINATION
For Cause. You may terminate this Agreement for cause in the event we don't cure, or create a mutually
agreeable action plan to address, a material breach of this Agreement within forty-five (45) days of
receiving a written notice of the alleged breach. You agree to comply with Section I(3), Dispute Resolution,
prior to termination. In the event of termination for cause, you will pay us for all undisputed fees and
expenses related to the software, products, and/or services you have received, or we have incurred or
delivered, prior to the effective date of termination.
2. Lack of Aqpropriations. If you should not appropriate or otherwise make available funds sufficient to
purchase, lease, operate, or maintain the products or services set forth in this Agreement, you may
unilaterally terminate this Agreement upon thirty (30) days written notice to us. In the event of
termination due to a lack of appropriations, you will pay us for all undisputed fees and expenses related to
the software, products, and/or services you have received, or we have incurred or delivered, prior to the
effective date of termination. You will not be entitled to a refund or offset of previously paid license and
other fees. You agree not to use termination for lack of appropriations as a substitute for termination for
convenience.
3. Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event suspends
performance of scheduled tasks for a period of ninety (90) days or more. In the event of termination due
to Force Majeure, you will pay us for all undisputed fees and expenses related to the software, products,
and/or services you have received, or we have incurred or delivered, prior to the effective date of
termination.
SECTION H— INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
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1. Intellectual Propertv Infrin�ement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software infringes that third party's
patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any
resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to provide us
with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment
is based on your: (a) use of a previous version of the Tyler Software and the claim would have been
avoided had you installed and used the current version of the Tyler Software; (b) combining the Tyler
Software with any product or device not provided, contemplated, or approved by us; (c) altering or
modifying the 7yler Software, including any modification by third parties at your direction or otherwise
permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-
licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify
you to discontinue use due to such a claim.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler
Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right
to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent,
in which case you will stop running the allegedly infringing Tyler Software immediately.
1.4 If, as a result of an infringement or misappropriation claim, your use of the Tyler Software is enjoined
by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to
which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it
to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and
refund the license fees paid for the infringing Tyler Software. This section provides your exclusive
remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation
daims.
2. Propertv Damase and Personal Iniurv Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against
any and all direct claims, losses, liabilities, damages, costs, and expenses (including reasonable
attorney's fees and costs) for personal injury or property damage to the extent caused by our
negligence or willful misconduct.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents,
officials, and employees from and against any and all direct claims, losses, liabilities, damages, costs,
and expenses (including reasonable attorney's fees and costs) for personal injury or property damage
to the extent caused by your negligence or willful misconduct.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
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LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE LESSER
OF (A) YOUR ACTUAL DIRECT DAMAGES OR (8) TWO (2) TIMES THE AMOUNTS LISTED IN THE
INVESTMENT SUMMARY UPON THE EFFECTIVE DATE OF THIS AGREEMENT. THE PRICES SET FORTH IN
THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE FOREGO�NG
LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBIECT TO SECTIONS H(1) AND H(2�.
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the
following levels of insurance: (a) Commercial General Liability of at least $2,000,000; (b) Automobile
Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; and (d) Workers
Compensation complying with applicable statutory requirements. We will add you as an additional insured
and provide you with copies of certificates of insurance upon written request.
SECTION I— GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth
in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-
current list price, by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
Ootional Items. Pricing for any listed optional products and services in the Investment Summary will be
valid for twelve (12) months from the Effective Date.
3. Disqute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware
of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if
requested by either party, appointing a senior representative to meet and engage in good faith
negotiations with our appointed senior representative. Senior representatives will meet within thirty (30)
days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior
representatives will be deemed confidential settlement discussions not subject to disclosure under Federal
Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall
prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales,
use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate.
Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such
taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are
responsible for paying our income taxes arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for employment
concerning the performance of our responsibilities under this Agreement. This discrimination prohibition
will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with
respect to any matter directly or indirectly relating to employment concerning race, color, religion,
national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability
••.;��. tyier
to perform the duties of a particular job or position, height, weight, marital status, or political affiliation.
We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable
law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior written
consent, not to be unreasonably withheld.
8. No Assi�nment. Neither party may assign this Agreement without the prior written consent of the other
party; provided, however, that your consent is not required in the event we have a change of control.
9. Force Maieure. Neither party will be liable for delays in performing its obligations under this Agreement to
the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business
days of the Force Majeure event, the party whose performance is delayed provides the other party with
written notice explaining the cause and extent thereof, as well as a request for a reasonable time
extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Partv Beneficiaries. This Agreement is entered into solely for the benefit of you and us.
No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to
make any claim or assert any right under this Agreement. This provision does not affect the rights of third
parties under any Third Party End User License Agreement(s).
11. Amendment. This Agreement may only be modified by a written amendment signed by an authorized
representative of each party.
12. Severabilitv. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by
either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this
Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this
Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement must be in
writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving
party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the
receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5)
days after deposit with the United States Postal Service authorized mail center with proper postage
(certified mail, return receipt requested) affixed and addressed to the other party at the address set forth
on the signature page hereto or such other address as the party may have designated by proper notice.
The consequences for the failure to receive a notice due to improper notification by the intended receiving
party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
. -- tyler
17. Confidentialitv. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of such
information could violate rights to private individuals and entities, including the parties. Confidential
information is nonpublic information that a reasonable person would believe to be confidential and
includes, without limitation, personal identifying information (e.g., social security numbers) and trade
secrets, each as defined by applicable state law. Notwithstanding the foregoing, both party agrees that
this provision shall not require either party to take any action that violates applicable Wisconsin State Law.
Each party agrees that it will not disclose any confidential information of the other party and further
agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents.
The confidentiality covenants contained herein will survive the termination or cancellation of this
Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this
Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disdosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar applicable
public disclosure laws governing this Agreement; provided, however, that in the event you receive
an open records or other similar applicable request, you will give us prompt notice and otherwise
perform the functions required by applicable law.
18. Business License. In the event a local business license is required for us to perform services hereunder,
you will promptly notify us and provide us with the necessary paperwork and/or contact information so
that we may timely obtain such license.
19. Governina Law. This Agreement will be governed by and construed in accordance with the laws of your
state of domicile.
20. Multiple Ori�inals and Si�natures. This Agreement may be executed in multiple originals, any of which will
be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or
similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original
signature and will be fully enforceable as if an original signature.
21. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party End User License Agreement(s)
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the
date(s) set forth below.
•.:. tyler
City of Oshkosh
By: ./7 � �i'� �'��^
Name: Mark A. Rohloff
Title: Citv Mana�er
Date: 8//D /��
,
Address for Notices:
City of Oshkosh
215 Church Ave.
Oshkosh, WI 54902-1130
Attention:
_ __ �
BY: - ��� �
Name: Pamela Ubri�
Title: Citv Clerk
Date: ( J � � � ���
,� � � �i l V
Name: Trena Larson
Title: Citv Comptroller
Date: a ���tl� )
Byt , C�,
C9'
Name: LVnn A. Lorenson
Title: Citv Attornev
�o
Tyler Technologies, Inc.
ERP and Schools Division
By: l A �
Name: Abbv Diaz
Title: Associate General Counsel
Date: () I 3 I2 � ��
Address for Notices:
TylerTechnologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Associate General Counsel
••."£ . tyler
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.
Exhibit A
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by Tyler
Technologies, Inc. to the City of Oshkosh under your License and Services Agreement. This Investment
Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the
meaning assigned to such terms in your License and Services Agreement.
Please see the following Tyler Sales Quotations:
• No 2015-11741 ("Investment Summary, Part A")
• No 2015-11738 ("Investment Summary, Part B")
°° e tyler
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Exhibit B
Invoicing and Payment Policy
Tyler Technologies, Inc. will provide you with the software, products, and services set forth in the Investment
Summary of your License and Services Agreement. Capitalized terms not otherwise defined will have the
meaning assigned to such terms in your License and Services Agreement.
Invoicin�: We will invoice you for the applicable license fees, products, and services in the Investment
Summary as set forth below. Your rights to dispute any invoice are set forth in your License and Services
Agreement.
1. TvlerSoftware.
1.1 License Fees: License fees are invoiced as follows: (a) 25% ($50,535) on the execution date of this
Amendment; (b) 50% ($101,070) on the date when we make the applicable Tyler Software
available to you for downloading (the "Available Download Date"); and (c) 25% ($50,535) ninety
(90) days after the Available Download Date.
1.2 Maintenance ond Support Fees: The first year maintenance and support fees ($50,195) for the one
(1) year period commencing on the Available Download Date are waived. Year two maintenance
and support fees will be prorated to align with the annual maintenance term for the Tyler software
previously licensed to Client and are invoiced in advance. Subsequent annual maintenance fees
will be invoiced in accord with the Agreement
2. Professional Services.
2.1 Project Planning Services: Project planning services fee of $5,000 is invoiced upon delivery of the
Implementation Planning Document.
2.2 Data Conversion Services: Data conversion services are invoiced 50% upon initial delivery of
converted data, by conversion option, and 50% upon Client acceptance to load converted data into
live environment, by conversion option.
2.3 Requested Modifications to the Tyler Software: Requested modifications to Tyler Software are
invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification.
You must report any failure of the modification to conform to the specifications within thirty (30)
days of delivery; otherwise, the modification will be deemed to be in compliance with the
specifications after the 30-day window has passed.
2.4 Implementation and Other Professional Services (excluding training): Implementation and other
professional services (excluding training) are billed at daily rates and invoiced as delivered.
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2.5 Training Services: Training services are billed in half-day and full-day increments and invoiced as
delivered.
2.6 The foregoing notwithstanding, the parties agree as follows:
2.6.1 Expensesareinvoiced asincurred.
2.6.2 All services performed pursuant to this Amendment during 2015 shall be invoiced on
December 31, 2015; and
2.6.3 Despite the deferred invoicing for services fees, 7yler has an unequivocal right to payment
far services upon delivery of the service.
3. Third Partv Products.
3.1 Third Party Hardware: Third Party Hardware costs are invoiced upon delivery.
4. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses will
be billed as incurred and only in accordance with our then-current Business Travel Policy. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided on
an exception basis at no charge. You will incur an administrative fee if you request receipts for all non-
per diem expenses. Receipts for mileage or miscellaneous items less than twenty-five dollars are not
available.
Pavment. Payment for undisputed invoices is due within thirty (30) days of the invoice date. Maintenance
and support fees are due on each anniversary of the Available Download Date. We prefer to receive payments
electronically. Our electronic payment information is:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Beneficiary: TylerTechnologies, Inc.—Operating
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two
hours before or after the requested departure time, assuming that flight does not add more than three
hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical
fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within
two hours before or after the requested departure time and that does not add more than three hours
to the employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2)
weeks in advance of commitments. A seven day advance booking requirement is mandatory. When
booking less than seven days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is scheduled to exceed
six hours, only economy or coach class seating is reimbursable.
B. Saggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current
IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the
employee's office as the starting and ending point, in compliance with IRS regu{ations. Employees who
have been designated a home office should calculate miles from their home.
••..� tyler
14
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the
specific situation reasonably require their use. When renting a car for Tyler business, employees should
select a"mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees
are traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance
on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from
airports when less expensive means of transportation are unavailable or impractical. The actual fare plus
a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are
included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as
opposed to hours. Park and fly options located near some airports may also be used. For extended trips
that would result in excessive parking charges, public transportation to/from the airport should be
considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located
in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn,
Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel
reservation should note that discount and the employee should confirm the lower rate with the hotel
upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles
so that the employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's
cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per
diem rates published by the General Services Administration. Incidental expenses include tips to maids,
hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at
www.�sa.�ov/qe rd ie ri.
••::. tyler
15
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip
are governed as set forth below.
Departure DaV
Depart before 12:00 noon
Depart after 12:00 noon
Return DaY
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m
Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as
follows:
• Breakfast
• Lunch
• Dinner
B. Same DayTravel
15%
25%
60%
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on
an expense report. Employees on same day travel status are eligible to claim dinner in the event they
return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner
5. Internet Access— Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed
internet access and Tyler employees are encouraged to use such hotels whenever possible. If an
employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet
access at airports are not reimbursable.
16
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Exhibit C
Maintenance and Support Agreement
Tyler Technologies, Inc. will provide you with the following maintenance and support services for the Tyler
Software licensed to you. Capitalized terms not otherwise defined will have the meaning assigned to such
terms in your License and Services Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term commences on
the date when we make the applicable Tyler Software available to you for downloading (the "Available
Download Date") and remains in effect for one (1) year. The term will renew automatically for additional
one (1) year terms at Tyler's then-current maintenance and support fees, unless terminated in writing by
either party at least thirty (30) days prior to the end of the then-current term.
Maintenance and Support Fees. The maintenance and support fees for the Tyler Software licensed to you
are listed in the Investment Summary of your Agreement. Those amounts are payable in accordance with
our Invoicing and Payment Policy. We will provide you with at least forty-five (45) days written notice of
any change in your annual maintenance and support fees. We reserve the right to suspend maintenance
and support services if you fail to pay undisputed maintenance and support fees within sixty (60) days of
the due date. We will reinstate maintenance and support services only if you pay all past due maintenance
and support fees, including all fees for the periods during which services were suspended.
Maintenance and Suqqort Services. As long as you timely pay your maintenance and support fees, we will,
consistent with our then-current Support Call Process:
3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner,
consistent with industry standards, to conform the Tyler Software to the warranty set forth in your
Agreement; provided, however, that if you modify the Tyler Software without our consent, our
obligation to provide maintenance and support services on and warrant the Tyler Software will be
void;
3.2 provide telephone support during our established support hours;
3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party
Software in order to provide maintenance and support services;
3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a maintenance and
support agreement in effect; and
3.5 support prior releases of the Tyler Software in accordance with our then-current release life cycle
policy.
••.:. tyler
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4. Client Resoonsibilities. We will use all reasonable efforts to perform any maintenance and support
services remotely. Therefore, you agree to maintain a high-speed internet connection capable of
connecting us to your PCs and server�s). You agree to provide us with a login account and local
administrative privileges as we may reasonably require to perform remote services. We will, at our option,
use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably
applicable security protocols. If we can't resolve a support issue remotely, we may be required to provide
onsite services. In such event, you agree to provide us with full and free access to the Tyler Software,
working space, adequate facilities within a reasonable distance from the equipment, and use of machines,
attachments, features, or other equipment reasonably necessary for us to provide the maintenance and
support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup
connectivity purposes.
5. Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial
installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler
cannot remotely correct a defect in the Tyler Software); (c) application design; (d) other consulting
services; (e) maintenance and support of an operating system or hardware; (f) support outside our normal
business hours as listed in our then-current Support Call Process; or (g) installation, training services, or
third party product costs related to a new release. Requested maintenance and support services beyond
those outlined in this section will be billed to you at our then current rates.
6. Current Support Call Process. Our current Support Call Process is attached to this Exhibit C at Schedule 1.
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Exhibit C
Schedule 1
Support Call Process
Tyler Technical Support Department for Munis°
Goal: ro provide an effective support mechanism that will ensure timely resolution to calls, �esulting in high-
level dient 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 (�v�.vw.t�ertech.com).
Support Organization
Tyler's Technical Support Department for its ERP/Schools Division (also referred to as "Munis") is divided into
multiple teams: Financials; Payroll/HR/Pension; Tax/Other Revenue and Collections; Utility Billing and
Collections; OS/DBA (Operating System and Database Administration); and TylerForms and Reporting Services.
These "product-specific" teams allow support staff to focus on a group of products or services. A group of
specialists assigned to each team handle calls quickly and accurately.
Each team consists of a Munis Support Product Manager, Support Analysts, and Technical Support Specialists.
The Support Product Manager is responsible for the day-to-day operations of the team and ensures we
provide exceptional technical support to our clients. The Support Analysts are responsible for assisting the
team with clients' issues, and provide on-going team training. Technical Support Specialists are responsible for
diagnosing and resolving client issues in a timely and courteous manner.
Standard Support Hours
Applications Hours
Financials 8:OOam-9:OOpm EST Monday-Friday
Payroll/HR/Pension 8:OOam-9:OOpm EST Monday-Friday
Tax/Other Revenue & Collections 8:OOam-6:OOpm EST Monday-Friday
Utility Billing & Collections 8:OOam-8:OOpm EST Monday-Friday
OS/DBA 8:OOam-9:OOpm EST Monday-Friday
TylerFOrms, Reporting Services and TCM 8:OOam-9:OOpm EST Monday-Friday
, . tyler
19
Focus on Incoming Rate
When you call Technical Support, your call is answered by a Support Technician, or is transterred into the
Support voice mail. Our goal is to capture 75 percent of our doily incoming calls, which means you will often
start working with a Support Specialist immediately upon calling Tyler.
Leaving MessagesforSupport
When leaving a message on the Support voice mail, ensure the following information is contained within the
message:
• your full name (first name, last name) and the site you are calling for/from;
• a phone number where you can be reached;
• the details of the issue or question you have (i.e.: program, • process, error message);
• the priority of the issue (1, 2, 3, or 4�; and
• when you will be available for a return call (often Support will call back within an hour of receiving
your message).
Paging
All client questions are important to us. There may be times when you are experiencing a priority 1 critical
issue and all technicians for the requested team are on the line assisting clients. In this circumstance, it is
appropriate to press "0" to be redirected to the operator. The operator will page the team you need to
contact. We ask that you reserve this function for those times when Munis is down, or a mission critical
application is down and you are not able to reach a technician immediately.
Online Support
Some questions can be handled effectively by email. Once registered as a user on Tyler's Support Web site at
ww��_h�_c-� tech.com, you can ask questions or report issues to Support through "Customer Tools°. Tyler's Client
Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP
account, incident, and survey data is available in real-time.
Your existing contact information defaults when you add a new Support incident. You will be asked for
required information including Incident Description, Priority, Product Group, and Product Module. Unlimited
work-note text is available for you to describe the question or problem in detail, plus you can attach files or
screenshots that may be helpful to Support.
When a new incident is added, the incident number is presented on the screen, and you will receive an
automated email response that includes the incident number. The new incident is routed to the appropriate
Technical Support Team queue for response. They will review your incident, research the item, and respond
via email according to the priority of the incident.
Customer Relationship Management System
Every call or email from you is logged into our Customer Relationship Management System and given a unique
call number. This system tracks the history of each incident, including the person calling, time of the call,
priority of the call, description of the problem, support recommendations, client feedback, and resolution. For
registered users on Tyler's Support Web site (www.tvlertech.com), a list of calls is available real-time under the
Tyler Client Portal (TCP�.
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Call Numbers
SupporYs goal is to return clients' calls as soon as possible. Priority 1 calls received before the end of business
will be responded to that day. If you are not available when we call back, we w+ll leave a message with the
open call number on your voice mail or with a person in your office. When you call back, you can reference this
call number so you do not have to re-explain the issue.
An open call number is also given to you once an initial contact has been made with Support and it has been
determined that the issue can't be resolved during the initial call. The open call number lets you easily track
and reference specific open issues with Support.
Call Response Goals
Support will use all reasonable efforts to address open calls as follows:
Open Maximum number of days a Support managers and analysts
Call support call is open review open calls
Priority
1 Less than a day Daily
2 10 Days or less Every other day
3 30 Days or less Weekly
4 60 Days or less Weekly
Call Priorities
A call escalation system is in place where, each day, Support Analysts and Product Support Managers review
open calls in their focus area to monitor progress.
Each call logged is given a priority (1, 2, 3, and 4) according to the client's needs/deadlines. The goal of this
structure is to clearly understand the importance of the issue and assign the priority for closure. The client is
responsible for setting the priority of the call. Tyler Support for Munis tracks responsiveness to priority 1, 2,
and 3 calls each week. This measurement allows us to better evaluate overall client satisfaction.
Priority 1 Call — issue is critical to the client, the Munis application or process is down.
Priority 2 Call — issue is severe, but there is a work around the client can use.
Priority 3 Call — issue is a non-severe support call from the client.
Priority 4 Call — issue is non-critical for the client and they would like to work with Support as time
permits.
Following Up on Open Calls
Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the
technician will give you an open call number to reference, and will confirm the priority of the incident.
If you want to follow up on an open call, simply call the appropriate Support Team and reference the call
number to the Technician who answers or leave this information in your message. Referencing the open call
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.tvlertech.com) and add a note requesting follow-up.
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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:
Brian Gilman
SupportProductM�!���ger F,rchasm,
Grian.g;lman'dtylertech.com Gt4436)
Peggy Wintle
Supp�A Pmtluct Manager -- ll[ility Bil�ing
peggy.wintlz�tylertech.com ;X4567)
Evan Smith Parker LaChance
SuppuRPmductManager-Budgetandizi�eralLedg^r SuppodProductManager-Revenue
evnnsmith�tylertech.com (X46211 parkeciachance�tylertech.com (X4257)
Holly LaRou
Support Produc� Menager - Equlpineet
hollyJarou�tylertech.com IX4iAJ
Tracy Silva
Suppod P�oduct A".anager- Paymll
tracy.siP�aGitylertech.com (X4433)
Ed Naggerty
Suppod Product Alanager - Hum�n Resources
zd.l��aggerty�tylertech.com (X4464)
Sanja Johnson
Senlo�� Support Product Manager
sonja.johnson(IDtylerlech.com (X4157)
Steven lones
Seniar Suppod Fmduct Manager
steven.;ones�tylertech.com (X4255)
CJ McCarron
Vice President of Technical Suppod
c� mcca:ron�tylertech.com {X41�4)
�.
Installation
Dean Wilber
Installation Manager
dean.wilber�tylertech.com IX4730)
OS/DBA Team
Ben King
Senicr Suppat Pmduct Mznager
6en.king�tylertech.com (X48o7)
TylerForms, Reporting Services & TCM
Michele Brovm
SupPod Pmduct Manag?r
michele.bmwnF�rylertech.wm IX43G1)
Patience Stetson �
Pmduct Supervimr - Payroll State Repotling
patfencestelsun�tylertech.com IX4165)
Ryan Blair
Developinent Pmtluct Maoager
ryanb�air�4+tylertech.com P(4579)
If you are unab/e to reach the Product Manager, p/ease cal/ Cl McCarron, Vice President of Technical5upport at
800-772-2260, exG 4124 (c�.mccarronCa�tvlerrech,�em .
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
Managed Internet Update (MIU): Allows you to download and install critical and high priority fixes as
soon as they become available.
Release Admin Console: Allows you to monitor and track the availability of all development activity for
a particular release directly from Munis.
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KnowledgeBase: A fully searchable depository of thousands of documents related to Munis
processing, procedures, release info, helpful hints, etc.
Remote Support Tool
Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist
you with a question. GoToAssist° shares your desktop via the Internet to provide you with virtual on-site
support. The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128-bit,
end-to-end AES encryption. Support is able to quickly connect to your desktop and view your site's setup,
diagnose problems, or assist you with screen navigation.
At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate and
up-to-date feedback on your Support experiences. We review the survey data in order to continually improve
our Support services.
Email Registration
Clients can go to our Web site and register for email "groups" based on specific Munis applications. We use
these groups to inform clients of issues, and to distribute helpful technical tips and updated technical
documentation. The survey information allows you to update your registration at any time, and you may
unregister for one or more distribution lists at any time.
Tyler Web site
Once you have registered as a user on Tyler's Support Web site (•n�ww.tvlertech.com), you have access to
"Customer Tools" and other information such as online documentation, user forums, group training
schedule{sign-up, and annual user conference updates/registration.
Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support incidents
via the Tyler Client Portal. The frequency of these updates is determined by issue priority.
Priority 1 Incidents — Daily updates (only if phone contact is not possible)
Priority 2 Incidents — Weekly Updates
Priority 3 Incidents — Biweekly Updates
Priority 4lncide�ts — Biweekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been completed or
when there is pertinent information to share.
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Exhibit D
DocOrigin End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING
AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT
LIMITATIONS ON REPRESENTATIONS. WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
DocOriain
SOFTWARE IICENSE
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("AgreemenY' or 'EULA") is a legal
agreement bet•.veer you (either an individual person or a single legal entity. �.vho •�vill be referred to in this EULA as
"You") and OF Software Ltd. for the DocOrigin softm�are product that accompanies this EULA, including any
associated media: printed materials and electronic documentation (the "Software"j. The Software also encompasses
any software updates, adtl-on components. web services and/or supplements that may be provided to you or made
available to you after ihe date you obtain the initial copy of the Software to the extent that such items are not
accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms
from your distributor, those terms will take precedence over any conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you
should remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITYS BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER.
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
1. LICENSE TERMS
1.1 In this Agreement a`License Key� means any license key. activation code. or similar installation. access or
usage control codes. including serial numbers digitaily created and or provided by OF Software Ltd..
designed to provide unlocked access to the Software and its functionality.
7.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants
You a limited. royalty-free. non-exclusive. non-transferable license to downioad and insiall a copy of the
Software from wrowv.tlocorigin.com on a single machine and use it on a royalty-free basis for no more than
120 days from the date of installation (the ��Evaluation Period"). You may use the SofM�are during the
Evaluation Period solety for the purpose of testing and evaluating it to tletermine if You �mish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end on
expiry of the Evaluation Period and you acknowiedge and agree that OF Software Ltd. wili be under no
obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees. upgratle to a full license (as further tlescribed in section 1.3 below) on the
terms of this Agreement and will be issued with a �icense Key for the same. If you do no[ wish to continue
to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obiigations set out in section [7.3] of this AgreemenL For greater certainty, any document generated by you
under an evaluation license ��vill have a�spoiler or watermark on the output document. Documenis
generated by DocOrigin sofCn�are that has a valid license key file also installed will not have the 'spoiler'
produced. You are not permitted to remove the watermark or �spoiler from documents generated using the
software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized disiributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of
this Agreement, OF Software Ltd. grants You. a perpetual (subject to termination by OF Software Ltd. due to
your breach of the terms of this Agreement), non-exclusive, non-transferable, worldwide non-sublicenseable
license to download and inst211 a copy of the Software from NnNw.docorigin.com on a single machine and
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use for development and testing to create collateral deployable to Your production system(s). You are not
entitled to use a tlevelopment and testing license for live production purposes.
1.4 Production Lfcenses. Production licenses are available for purchase through authorized distributors and
reseilers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement.
OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of
the terms of this Agreement). non-exclusive, non-transferable. worltlwide non-subiicenseable license to use
the Software in accordance with the license type purchased by you as set out on your purchase order as
further descnbed below. For greater certainty. unless othervvise agreed in a purchase order conciuded with
an approved distributor of the Software, and approved by OF Software, the default license to the Software is
a per-CPU license as described in A. belo�„v:
A. Per-CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUS. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing wres is consitler one (1) CPU., and
any remaining unpaired processing core. �mill be deemed a CPU. (b) all CPUs on a computer on
which the Software is installed shali be deemed to operate the Software unless You confgure that
computer (using a reliable and verifable means of hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer
B. Per-Document. This is defined as a fee per document based on the total number of documents
generated annually by merging data with a template createtl by the Software. The combined data
and template protluce tlocuments of one or more pages. A document may contain 1 or more
pages. For instance a batch of invoices for 250 customers may contain 1.000 pages. this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per-Surface. This is defined as a fee per surtace based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer fle (i.e. PDF),
each page piaced in the file is considered a surtace. A document may contain 1 or more surf2ces.
For instance a batch of invoices for 250 customers may contain 500 pages tluplexed, this will be
counted as 1000 surtaces.
1.5 Disaster Recovery License. 1'ou may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for productfon simultaneously �,vith a production license with which it is paired.
t.6 Backup Coples. After installation of the Software pursuant to this EULA, you may store a copy of the
installation fiies for the Soft�,vare solely for backup or archival purposes. Except as expressry provided in this
EULA, you may not other�vise make copies of the Soft�vare or the printed materials accompanying the
Sofh.vare.
7.7 Third-Party Sokware License Rights. If a separate license agreement pertaining to an item of thirtl-party
software is: delivered to You vdith the Software, induded in the Software download package, or referenced in
any ma;erial Ihat is provided �.vith the Software, then such separate license agreement shall govem Your use
of that item or version of Third-Party Software. Your rights in respect to any third-party software, third-party
data. third-party software or other third-party content provided with the Software shall be limited to those
rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third-party software are granted to You.
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2. LICENSE RESTRICTIONS
Any copies of the Software shall indude all trademarks, copyright notices. restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Sofhvare originally provided to You. You may
not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authonzed copies of the Software and related
documentation. You shall not sublicense, distribute or othenvise make the SofC.vare available to any third party
(including. without limitation, any wntractor. franchisee, agent or dealer) without frst obtaining the written
agreement of (a) OF Software Ltd. to that use, and (b) such thirC party to comply �,vith this Agreement. You
further agree not to (i) rent, lease, sell, sublicense, assign. or othermise transfer the Software ro anyone else; (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software. or (iii) use the Software to operate or as a part of a time-sharing service,
outsourcing service, service bureau, application service provider or managed service provider ofiering. You
further agree not to reverse engineer, decompile.. or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software
from the DocOrigin website ��s.vw.docorigin.com. Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement OF Software Ltd. reserves the right at any time to not release or to
discontinue release of any Soft�.vare and to alter prices, features. specificationa. wpabilities, functions, licensing
terms.. release dates. general availability or other characteristics of the Soft��vare.
32 On expiry of your maintenance and support contract, you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However. you
will need to renew maintenance and support in order to receive a new License Key that will unlock the more
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software. the SoffNare will revert to being a locked, evaluation copy of that
version of the Software.
4. INTELLECTUAL PROPERTY RIGHTS.
This EULA does not grant you any rights in connection �.vith any trademarks or service marks of OF Software Ltd.
or pocOrigin. All title and intellectual property rights in and to the Software. the accompanying printed materials.
and any copies of the Software are owned by OF Software Ltd. or its suppliers. All title and intellectual property
rights in and to the content that is not contained in the Sofhvare. but may be accessed through use of the
Software. is the properry of the respective content o��vners and may be protected by applicable copyright or other
intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software
contains documentation that is provided only in electronic form, you may print one copy of such electronic
documentation.
5. DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY LAW. THE LICENSED SOFTNARE AND TECHNICAL
SUPPORT PROVIDED BY OF SOFPNARE LTD. HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND
THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN
OR ORAL ARISWG BY STATUTE, OPERATION OF LAW, COURSE OF DEALING. USAGE OF TRADE OR
OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS
AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFfWARE LTD.
OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY. MERCHANTABLE QUALITY. DURABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. OF SOFTN/ARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE
SOFNVARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions some or ail of the provisions in ttiis Section may not be effective or the applicable law may
mandate a more extensive warrenty in which case the applicable law will prevail over this Agreement.
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6. LIMITATIONS OF LIABILITY.
6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL
OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,
INCIDENTAL SPECIA�, PUNITNE. EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION. LEGAL EXPENSES, LOSS OF BUSINESS. LOSS OF PROFITS. LOSS
OF REVENUE LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES. OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EVEN IF
OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR
SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
62 THE ENTIRE LIABILITY OF OF SOFNVARE LTD. AND YOUR EXCLUSNE REMEDY WITH RESPECT TO
THE SOFTWARE AND TECHNICAI SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPP�IED BY
OF SOFTWARE LTD. IN CONNECTION VJITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND
REGARDLESS OF THE CAUSE OF ACTION, WHETHER W CONTRACT OR IN TORL. INCLUDING
FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS
PAID BY YOU FOR THE SOFN/ARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.
6.3 THE DISCLAIMER OF REPRESENTATIONS. WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTiTUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS. WARR4NTIES ANJ CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT
THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Soft�.vare and, in respect of an Evaluation License.
shall continue for the Evaluation Period. and in respect of all other license types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
7.2 OF Software Ltd. may terminate this Agreement in the event of any breach by You if such breach has not been
cured within tive (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any
amounts paid by You to OF Software Ltd. or its applicable distrfbutor or reseller or affect any obligations You
may have to pay any outstanding amounts owing to OF Software Ltd. or its distributor_
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement.
Within five (5) days of termination or expiration of this Agreement, You shall purge all Sofrivare and all copies
thereof from all computer systems and storage devices on which it was stored, antl certify such to
OF Soft�.vare Ltd.
8. GENERAL PROVISIONS
8.7 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of
any right, evill constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or implied term set out in this Agreement constitutes consent to any subsequent breach. whether
of the same or any other provision.
82 Severability. If any provision of this Agreement is. or becomes. unenforceable, it will be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect.
8.3 Assignment. You may not transfer or assign this Agreement (�.vhether voluntarily, by operetion of law, or
otherwise) without OF Software Ltd.�s prior written consent. OF Software Lttl. may assign this Agreement at any
time without notice. This Agreement is binding upon and �,vill inure to the benefit of both parties, and their
respective successors and permittetl assigns.
8.4 Governing Law and Venue. Thls Agreement shall be governed by the laws of the Province of Ontario. No
choice of laws rules of any Jurisdidion shall apply to this Agreement. You consent and agree that the courts of
the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of
or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or
proceeding.
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8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and
OF Soft�vare Ltd. with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments
and understandings, verbal or written. and purchase order issued by You. This Agreement may be amended or
othenvise modifed by OF Software Ltd. from time to time and the most recent version of the Agreement will be
available on the OF Software website �+nwv.docorigin.com.
Last Updated:(JUIy 18 2013]
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APRIL 14, 2015 15-172 RESOLUTION
(CARRIED 7-0 LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE PROFESSIONAL SERVICE AGREEMENT WITH TYLER
TECHNOLOGIES INC. FOR ENTERPRISE RESOURCE PLANNING
(ERP) SOFTWARE PACKAGE ($665,378.00)
INITIATED BY: PURCHASING DEPARTMENT
BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper
City officials are hereby authorized to enter into and take those steps necessary to
implement an appropriate agreement with Tyler Technologies Inc. for Enterprise Resource
Planning (ERP) Software in the amount of six hundred sixty-five thousand three hundred
seventy-eight dollars ($665,378.00).
Acct. No. 323-0110-7230-06526 Equipment Fund — Computer Software
GITV HALL
215 Church Avenue
P.O. Box 1130
Oshkosh,WiSCOnsin City of Oshkosh
54903-1130
�
O1NKOlH
TO: Honorable Mayor and Members of the Common Council
FROM: Jon G. Urben, General Services Manager
DATE: April 7, 2015
RE: Approve Professional Service Agreement with Tyler Technologies Inc. for
Enterprise Resource Planning (ERP) Softwaze Package and Approve Purchase
Pursuant to State of Wisconsin Cooperative Purchase with SHI Intemational
Corporation for Microsofr Sofiware Licenses
For the last several years the city has identified the limitations of our financial sofrware system
and the inefficiencies of our workflow processes. These systems have created duplication of
efforts, operational challenges and redundant workflow. In addition, because the current sofrware
is no longer in product development and its product support is being phased out, the city has
determined it must secure a long term fully i�tegrated entecprise resource planning (ERP)
solution which will promote transparency and efficiency among all city departments. The
implementation of an enterprise system will also allow for the optimization of workflow
processes, accessibility, and alignment of functions across the organization.
In recognition of this critical need the Common Council adopted in their 2015-16 strategic plan
the need for the implementation of an ERP solution to address the goal of developing a high
performing effective govemment (n commitmcnt to this priority goal the Common Council
allocated $1.2M in the CIP Major Equipment budget over three years (2015-2017).
A cross-functional committee of employees from various departments and divisions including
Finance, Accounting Collections, Purchasing, Payroll, Benefits, Human Resources, Information
Technology and others was established to develop a Request for Proposal (RFP) document
seeking vendors for an ERP software solution.
The city sought proposals for a commercial off-the-shelf suite designed for an enterprise
environmenL The ERP will assist the organization in accomplishing its missio� of managing
enterprise resources in order to provide the city services that meet the operational and municipal
requirements. The ERP will provide the Oshkosh Common Council, citizens and city staff with a
strategic and tac[ical view of municipal performance.
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Priorities of the ERP requirements will include the ability to:
• Provide capability for financial reporting budgeting, and asset management built for
multiple sites or locations to enable comprehensive, flexible reporting and management
based upon sites, departmeats, division and special funds.
• Provide capability for budgeting and forecasting at all organizational Ievels, against
single accounts, sites, departments, divisions.
• Provide core financial components to support all accounting and business activi[ies.
• Deve(op and track budgeting related to capital improvement programs and their
associated projects.
• Develop workflow functions to facilitate the automation of business processes among
multiple departments in which documents, information, and/or tasks are passed from one
user to another for action or approval, according to a set of procedural rules.
Staff surveyed comparable or larger municipalities and counties to Oshkosh and concluded there
were three possible providers that could deliver an integrated ERP with all the necessary modules
and functionality requirements that specialize in municipa] operations and financial systems.
These three providers were also identified for their market dominance of product development,
longevity, support and evolution. RFP's were sent out to these three firms in September, 2014.
ANALYSIS
The RFP's were due November 11, 2014. An evaluation committee representing numerous
functional areas was established to evaluate the sole proposal received from Tyler Technologies
Inc. The committee evaluated Tyler's proposal against the RFP's stated criteria which included
technical requirements, implementation strategy and timelines, demonstrated performance of
proposed system elsewhere in the public sector, timeliness and professionalism of on-going
support, cost and quality of software and implementation services, cost of on-going maintenance
and value-added qualities. The evaluation committee concluded Tyler's proposal met all the RFP
criteria and invited Tyler to present onsite information/demonstration sessions of their sofrware at
City Hall in eazly February.
City employees from all departments were invited to attend any of the 17 different informational
sessions about Tyler's software and modules. Attendance at the sessions totaled 251. Employee
surveys of those that attended the sessions indicated that 68°/a felt that Tyler's proposed ERP
softwaze and modules would create efficiencies and improvements within their day to day
operations. The evaluation committee concluded Tyler's proposed ERP solution provided several
enhancements and improvements to the city's current financial software capabilities. Some of
these included the integration of systems, improved workflow, the ability to trend and forecast,
improved reporting and transparency, improved audit trail and accountability, ability to establish
and track internal/extemal metrics and benchmarks and the ability to create tools for citizen
engagement.
The ERP will provide functional modules for the following areas: general ledger, accounts
payable, accounts receivable, purchasing, work orders, performance based budgeting, fixed
assets, inventory, project and grant accounting, contract management, cash receipting cash
management, bid management, tax billing, utility billing, parking tickets, animal licensing, citizen
self-service, and e-procurement (online vendor registration).
The evaluation committee determined significant cost savings would be realized with Tyler's
proposal because of our existing relationship with Tyler's modules and software. Having
purchased portions of Tyler's Munis package in recent years will allow the city to maximize our
existing investment wi[hin this ERP solution by activating these new modules.
Based on Tyler's proposal and the critical need of this software, it was the consensus of the
evaluation committee, the Finance Director and the City Manager that the Tyler proposal
provided a sound solution at a competitive price to address the ciry's current and long term needs
for its ERP. Assuming Council approval of this recommendation staff anticipates the following
timelines: faciliry modifications beginning April, 2015 and completion by September 1, 2015;
initial workflow assessments beginning August 1, 2015; initial implementation beginning January
l, 2016 with full implementation completion by summer, 2017.
FISCAL IMPACT
The original estimate for the full implementation of this ERP project was $1,200,000 over three
years (2015-2017). This implementation will require software, hardware, equipment and related
necessary workstation and facility modifications. Because of the city's existing investment in
the Tyler Munis package the city will realize an estimated $200,000 in cost savings from the
original projected budget from the 2015-2017 CIP to a revised total project budget of $1,000,000.
A summary oF cost areas for this project include:
Tyler Technologies Inc. ERP Software $665,378
Microsoft licenses $7 65,651
Server hardware $12,151
Miscellaneous computer hardware $15,810
Facility modifications/workstations $118,000
Contingency 23 O10
$ I,000,000
Any variances to these costs would be adjusted by the contingency. This ERP project will
necessitate [he purchase of Microsoft software licenses to update our computers to allow for the
new ERP sofrware and implementation. Purchasing has determined that SHI Intemational
Corporation holds the State of Wisconsin Department of Adminishation contract (#IS-20800-
001) for IT-Microcomputer Software. The total state contract price for the required Microsoft
software licenses is $165,65L In addition, by moving towards one ERP solution the ciry will
consolidate three maintenance sofrware agreements into one agreement which are expected to
result in a net budgetary savings of approximatcly $15,000 annually. Costs for this project will
be charged [o A/N# 323-0 1 1 0-723 0-06526. Some of these costs will be charged to the
appropriate utility funds.
RECOMMENDATION
Purchasing is recommending the Common Council approve two actions with this resolution. 1)
Section 12-16 of the Municipal Code provides that subject to the approval of the City Mana�er
professional services of a specialized nature, including computer sofrware applications, systems
development and implementation, may be procured without following a competitive bidding or
quotation process. In accordance with Section 12-16 and because this purchase in excess of
$75,000, Purchasing recommends that the Common Council award the ERP software package to
Tyler Technologies, Inc., 5101 Tennyson Parkway, Plano, TX, 75024 for $665,378. 2) Section
12-15 of the Municipal Code provides that subjec[ to approval of the City Manager, cooperative
purchases pursuant to a contract with any other local, state or federal governmental unit or agency
may be made without following a competitive bidding or quotation process. In accordance with
Section 12-15 of the Municipal Code and with approval by the City Manager, Purchasing
recommends that the Common Council approve the purchase of Microsofr sofrware licenses for
the ERP implementation pursuant to the State of Wisconsin Cooperative Purchase to SHI
International Corporation, 33 Knightsbridge Road, Piscataway, NJ, 08854 for $165,651.
Respectfully Submitted, Approved:
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k.
Jon G. Urben, General Services Manager Mark A. Rohloff, City Manager
cc John Fitzpatrick, Assistant City Manager/Director of Administrative Services
Trena Larson, Director of Finance