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HomeMy WebLinkAboutTyler Technologies Assessment Services 20180 •••••••.11 tyler .0 • technologies SERVICES AGREEMENT This Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Tyler Technologies, Inc. ("Tyler") provides assessment services to municipalities; WHEREAS, Client has a need for such assessment services; and WHEREAS, Client has selected Tyler to perform the services set forth in the Statement of Work attached hereto as Exhibit C and Tyler desires to perform such services 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 Services Agreement. • "Client" means the City of Oshkosh, Wisconsin with offices at 215 Church Avenue, Oshkosh, WI 54903. • "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, severe or unusual weather or climatic conditions which exist for a substantial period of time, extreme inflation (defined as eight percent or greater per year) or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the total fixed price and per diem rates to complete the services described in this Agreement, 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. • `Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B — PROFESSIONAL SERVICES 1. Services. We will provide you the professional services, consistent with industry standards, as described in the Statement of Work attached hereto as Exhibit C. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in Exhibit A — Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. • ••::•. tyler Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards and the specifications described in the Statement of Work — Exhibit C. 4. Site Access and Requirements. You agree to provide us with full and free access to your personnel as may be reasonably necessary for us to provide services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. Client Assistance. You acknowledge that the services we provide under this Agreement are a cooperative process which may require the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for the services. This cooperation includes at least working with us to schedule the services outlined in this Agreement and performing the Client responsibilities described in Exhibit D attached hereto. 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). Change in Legal Requirements. The parties acknowledge that the terms and conditions of this Agreement are based on the laws, rules and regulations as of the Effective Date. In the event any applicable laws, rules or regulations change so as to create additional work for us not provided for in this Agreement, Client shall allow us a reasonable extension of time to complete the services, and additional compensation as provided in Section C(3) below. SECTION C — INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the fees for the services as per our Invoicing and Payment Policy, subject to Section C(2). Invoice Disputes. If you believe any delivered software 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 reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you 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 withhold payment of the amount(s) actually in dispute, and only those amounts, 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 if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to suspend services. 3. Additional Services. The Investment Summary contains the related costs required for the project based on our understanding of the specifications you supplied and of the laws, rules and regulations applicable to the project as of the Effective Date. If additional work is required, or if you use or request additional services, we will provide you with an addendum outlining the costs for the additional work. The price quotes in the addendum will be valid for thirty (30) days from date of issuance. ••: 00 tyler •• hnrlef:a5 SECTION D — TERM AND TERMINATION 1. Term. This Agreement shall commence on the Effective Date and shall continue through October 31, 2018. This Agreement may be renewed upon written mutual agreement of the parties. 2. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section F(2). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section F(2). In the event of termination for cause, you will pay us for all undisputed fees and expenses related to the services you have received, or we have incurred or delivered, prior to the effective date of termination. Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase the services set forth in this Agreement, you may unilaterally terminate this Agreement effective on the final day of the fiscal year through which you have funding. You will make every effort to give us at least thirty (30) days written notice prior to a termination for lack of appropriations. In the event of termination due to a lack of appropriations, you will pay us for all undisputed fees and expenses related to the services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section C(2) at the time of termination in order to be withheld at termination. 4. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of forty-five (45) days or more. In the event of termination due to Force Majeure, you will pay us for all undisputed fees and expenses related to the services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section C(2) at the time of termination in order to be withheld at termination. SECTION E — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Property Damage and Personal Injury Indemnification. 1.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of a law applicable to our performance under this Agreement. 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 Subject to any limitations contained in Secs. 893.80, 893.83, 345.05, and any similar statute, of the Wisconsin Statutes, the City of Oshkosh agrees to hold Tyler, its officers, officials, employees and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omission of any of the City's officers, employees, volunteers or agents while acting within the scope of their employment. ••:;:•. tyler •rr�noioe:�= Nothing contained within this Agreement is intended to be a waiver or estoppel of the ability of the contracting municipality or its insurer to rely upon the limitations, defenses, and immunities contained within Wisconsin law, including those contained within Wisconsin Statues §§ 893.80, 895.52, and 345.05 and that such damage limits, caps and immunities shall be used to govern all disputes, contractual or otherwise, as they apply to the parties, their agents, officers and employees. To the extent that indemnification is available and enforceable, the municipality or its insurer shall not be liable in indemnity or contribution for an amount greater than the limits of liability for municipal claims established by Wisconsin Law. 1.3 It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment. 2. 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. 3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE LESSER OF (A) YOUR ACTUAL DIRECT DAMAGES OR (B) THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT. THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTION E(1.1) ABOVE. 4. 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, INCLUDING BUT NOT LIMITED TO LOSS OF TAX REVENUE OR CLAIMS RELATED TO VALUATION OF PROPERTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. 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 $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; and (d) Workers Compensation complying with applicable statutory requirements; and (e) Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION F — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional services at our then -current list price by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware • ° tyler •• echnoloR�es 4 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 convene 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. 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. 4. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particularjob or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 5. 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. 6. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 7. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 8. Force Majeure. Except for your payment obligations, 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. 9. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. 10. Purpose/Use Of Appraisals. By virtue of this Agreement we are contracted to provide certain services specified herein and recommendations of value to the Client which are intended for exclusive use by the Client for determinations of assessment for ad valorem tax purposes. Any use other than that stated above • •'• tyler • �erhndcp,w, is not authorized nor intended, and most specifically excluded is an opinion of value used for federally related real estate transactions or other mortgage purposes. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 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, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, 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 below 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. Address for Notices: Address for Notices: Tyler Technologies, Inc. City of Oshkosh One Tyler Way 215 Church Avenue Moraine, OH 45439 Oshkosh, WI 54903 Attention: David J. Johnson, President CLT Appraisal Services 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or ••::•• tyler •• technologic.= 6 cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Non -Solicitation. During the term of this Agreement and for a period of six (6) months following the termination of this Agreement, you will not (i) solicit for employment, or (ii) hire, any employee of ours without our express written consent. 19. 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. 20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Exhibit C Statement of Work Exhibit D Client Responsibilities [Signatures set forth on Following Page] ••:. tyler • .cnnohF.e= IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of Day of 2017. ATTEST: CITY OF OSHKOSH, WISCONSIN 00, BY: BY: Mark Rohloff, City Manager Lynn Lorenson, City Attorney Trena Larson, Finance Director BY: 1 Pamela Ubrig, City Clerk Tyler Technologies Inc. 4 BY: $ I Gus Tenhundfeld Inside Sales Manager • •••'•• tyler, .. tyler . • technologies Investment Summary The following Investment Summarydetails these rvices to be delivered by Tyler Tech nologies, Inc. to Client under this 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 Services Agreement. Assessment Year Annual Fees The Client shall pay Tyler a fee of FORTY-NINE THOUSAND NINE HUNDRED DOLLARS ($49,900) for the services described in Schedule A, Exhibit C for the period of November 1, 2017 through October 31, 2018. Optional Year Two: November 1, 2018 through October 31, 2019. If elected, the Client shall pay Tyler a fee of FIFTY THOUSAND NINE HUNDRED DOLLARS ($50,900) for the services described in Schedule A, Exhibit C. Optional Year Three: November 1, 2019 through October 31, 2020. If elected, the Client shall pay Tyler a fee of FIFTY-ONE THOUSAND NINE HUNDRED DOLLARS ($51,900) for the services described in Schedule A, Exhibit C. The Client shall notify Tyler in writing with their intent to elect the optional Year Two extension not later than October 1, 2018 and Year Three extension not later than October 1, 2019. • ••::•. tyler Confidential 9 •• technologieE EXHIBIT B • •••'•• tyler ...�. • technologies Invoicing and Payment Policy Tyler Technologies, Inc. will provide you with the services set forth in the Investment Summary and Statement of Work of your Services Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your Services Agreement. Invoicing: We will invoice you for the applicable services at the rates described in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in your Services Agreement. 1. Professional Servic 1.1 For all services, invoices shall be submitted at the beginning of each month based upon percent of work completed during the prior month. 1.2 All additional professional services other than the services described in Exhibit C, including litigation support, which are requested by Client and performed under this Agreement will be invoiced monthly as performed. 2. Expenses. The service rates in the Investment Summary include travel expenses. Payment. Payment for undisputed invoices is due within thirty (30) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc. —Operating Account ••:;e. tylerjt 10 EXHIBIT C • •••'•• tyler • technologies Statement of Work The following Statement of Work details the services to be delivered by Tyler Technologies, Inc. to the Client under your Services Agreement. This Statement of Work is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your Services Agreement. SCHEDULE A - ANNUAL MAINTENANCE SERVICES TO BE PROVIDED 1.0 WORK TO BE PERFORMED BY TYLER SECTION I. Assessment Duties The prescribed duties of Tyler shall include, but not necessarily be limited to, the following: A. Provide one (1) eight (8) hour person day per week of on-site commercial support and/or other support as directed by the City Assessor January through June and one (1) eight (8) hour person day of bi-weekly on-site support July through December. The City Assessor and Tyler may agree to fluctuate the number of days in the January through June cycle and the July through December cycle as agreed to by both parties in order to complete the assessment roll in a timely manner. These on-site support days are separate from the days required for the Open Book and Board of Reviews support. B. Perform commercial data collection on up to THREE HUNDRED FIFTY (350) commercial properties that were issued a building permit for the current assessment year and commercial properties that sold during the previous calendar and annual data collection of selected commercial properties as mutually agreed to by Tyler and the City Assessor. C. Maintain data changes, including specific notes relating to each commercial parcel that was visited for an inspection in the City's IAS CAMA software. D. Review each parcel visited to determine if a valuation change and notice of assessment is warranted for each assessment year. E. Tyler's Appraiser shall use valuation models, including land valuation models, cost models, income models and base cap rates as they exist for the January 1, 2018 assessment. Specific adjustments to individual cap rates and income stream shall be made byTylerwhen appropriate to arrive at a uniform market value estimate. Tyler shall work to maintain uniformity amongst commercial structure types. F. Tyler's Appraiser shall be available to meet with property owners during the Open Book period. The Appraiser shall also prepare for cases and defend values at Board of Review. The Client and Tyler agree that the Appraiser may use time during the regularly scheduled office hours for Open Book meetings, Board of Review preparation and appearance at the Board of Review. The Appraiser shall also be available during non -regularly scheduled office hours to assist with Open Book and to prepare and defend values at Board of Review. ••;�� t y I e r 11 EXHIBIT C G. Tyler shall report to and work with the City Assessor to schedule and conduct all work under this agreement for a timely completion of the assessment roll. Tyler shall complete all commercial permit work and sales verification work annually by the first Monday in April in order for the Board of Review to begin the second Wednesday in May. Commercial data collection not relating to permits may be completed after the conclusion of the Board of Review until the total parcels visited in the field totals. THREE HUNDRED FIFTY (350) total parcels as outlined in Section 1, Item B. The City Assessor may extend these dates by THIRTY (30) days with written notice from Tyler showing cause for the request for extension. The Common Council may extend these dates an additional THIRTY (30) days with written notice and/or a presentation from Tyler showing good cause for the request for extension. H. Appear at subsequent appeals of Board of Review determinations for up to two (2) years of the conclusion of the Board of Review. I. Tyler shall provide sufficient information to the City Assessor relating to the commercial class properties in order for the City Assessor to accurately complete the Assessor's Annual Report (AAR), the Municipal Assessor's Report (MAR), the TID Annual Report (TAR) and the Exempt Computer Report (ECR). J. Tyler shall perform a sales verification on each sale of a commercial class property and record the proper sales verification code in the City's IAS CAMA system as well as key all required information into the Department of Revenue's PAD system on commercial class sales. The City Assessor shall be responsible for sales verifications and PAD reporting on residential class sales. K. Tyler shall maintain regularly scheduled status update meetings with the City Assessor. L. Provide a telephone number and email address for the Assessor, City officials and property owners to contact the Appraiser during normal business hours Monday through Friday of each week. Responses shall be made within forty-eight (48) hours. M. Tyler shall provide up to seven (7) eight (8) hour person days of additional on-site support during the Open Book and Board of Review periods. Schedule B — Additional Services 1.0 Additional Services Should the Client desire additional services outside the scope of the Statement of Work services, Tyler shall review the request with the Client to determine cost and scope. Additional services shall be set forth in an amendment signed by both parties. ••:;:•, tyler 12 EXHIBIT D • •••'•• tyler • technologies Client Responsibilities The following Client Responsibilities details the responsibilities of the Client under your Services Agreement. These Client Responsibilities are effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your Services Agreement. SUPPORT OF ASSESSMENT SERVICE BY THE CLIENT A. Office Assistance The Client shall be responsible for printing property record cards to be taken to the field for inspection and scheduling call-back appointments at no cost to Tyler. B. Computer Services The Client shall make available to Tyler access to its IAS CAMA software. C. Office Space The Client shall provide, at no cost to Tyler, suitable office space and all necessary accoutrements to allow Tyler to perform the functions related to commercial valuation. D. Mailing and Postage The Client shall be responsible for the cost of all mailings and postage relating to the commercial assessments. ••:;:•. tyler 13