2011-21 Community Development Department SoftwareRESOLUTION 2011-21
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A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL SUBMITTED BY
TYLER TECHNOLOGIES, INC. (MUNIS DIVISION) FOR THE REPLACEMENT
OF COMMUNITY DEVELOPMENT DEPARTMENT SOFTWARE AND
AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN
AGREEMENT RELATING TO SUCH SERVICES; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village issued a Request for Proposals for Community Development Department
software; and
WHEREAS, Village Administration reviewed the proposals submitted in response to the RFP and
recommended accepting the lowest responsive proposal submitted by Tyler Technologies, Inc.
(MUNIS Division) in the total amount of $89,222.00; and
WHEREAS, the Village has an existing contractual relationship with Tyler Technologies, Inc.
whereby Tyler provides and maintains the Village's financial software platform; and
WHEREAS, the Village Council determines that the acceptance of the proposal submitted by Tyler
Technologies, Inc. is in the best interest of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby accepts the proposal submitted by Tyler Technologies, Inc.
(MUNIS Division) to supply Community Development Department software at a total cost not to
exceed $89,222.00, with funds to be expended from Village Account No. A5206-66415
(Community Planning-Computer Hardware & Software). The Village Council further authorizes
the Mayor and Village Clerk to execute an Agreement with Tyler Technologies, Inc. (HUNTS Division),
a copy of which is attached hereto and incorporated herein by reference.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 26th DAY OF MAY, 2011.
(Village Seal)
ATTEST:
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VILLAG CLERK
MAYOR
AGREEMENT
This agreement ("Agreement") is made this ~~f~~'( day of 2011 ("Effective Date") by
and between Tyler Technologies, Inc., a Delaware corporation with offices at 370 U.S. Route 1, Falmouth,
Maine 04105 ("Tyler") and the Village of North Palm Beach, a municipal corporation organized and existing
under the laws of the State of Florida with offices at 501 U.S. Highway One, North Palm Beach, FL 33408
("Client").
WHEREAS Client currently licenses, and Tyler provides services and support to Client in connection therewith,
certain Tyler Software Products; and
WHEREAS Client, on May 26, 2011 awarded Tyler the contract for furnishing, delivering, installing, and
implementing additional Tyler products and services, with such products and services listed in Exhibit 1 of this
Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
herein, Tyler and Client agree that Tyler shall provide products and services, and Client shall pay prices, as set
forth in this Agreement.
SECTION A -SOFTWARE LICENSE AGREEMENT
1. License Grant.
a) Upon the Effective Date, Tyler hereby grants to Client anon-exclusive, non-transferable, royalty-free,
revocable license to use the Tyler software products set forth in the investment summary attached hereto as
Exhibit 1 ("Investment Summary") and related interfaces (collectively, the "Tyler Software Products") and
Tyler user guides provided in or with the Tyler Software Products ("User Guides") for Client's internal business
purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by
Tyler if Client fails to comply with the terms and conditions of this Agreement, including without limitation,
Client's failure to timely pay the Software fees in full. Upon Client's payment in full for the Tyler Software
Products, this license will become irrevocable, subject to the restrictions on use and other terms set forth in this
Agreement.
b) Tyler shall retain ownership of, including all intellectual property rights in and to, the Tyler Software
Products and User Guides.
c) The Tyler Software Products are not licensed to perform functions or processing for subdivisions or entities
that were not disclosed to Tyler prior to the Effective Date.
d) The right to transfer the Tyler Software Products to a replacement hardware system is included in this
Agreement. Client shall pay Tyler for the cost of new media or any required technical assistance to
accommodate the transfer. Client shall provide advance written notice to Tyler of any such transfer.
e) Client acknowledges and agrees that the Tyler Software Products and User Guides are proprietary to Tyler
and have been developed as trade secrets at Tyler's expense. To the extent permitted by law, Client shall use
best efforts to keep the Tyler Software Products and User Guides confidential and to prevent any misuse,
unauthorized use or unauthorized disclosure of the Tyler Software Products or User Guides by any party.
f) The Tyler Software Products may not be modified by anyone other than Tyler. If Client modifies the Tyler
Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on,
and the warranty for, the Tyler Software Products will be void. Client shall not perform decompilation,
disassembly, translation or other reverse engineering on the Tyler Software Products.
g) Client may make copies of the Tyler Software Products for archive purposes only. Client shall repeat any and
all proprietary notices on any copy of the Tyler Software Products. Client may make copies of the Tyler User
Guides for internal use only.
h) Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source
code of each major release of the Tyler Software Products. At Client's request, Tyler will add Client as a
beneficiary to such escrow agreement. Client will pay the annual beneficiary fee (currently $700) directly to the
escrow services company and is solely responsible for maintaining its status as a beneficiary.
i) In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise
Edition, the license for Content Manger is restricted to use with Tyler applications only. If Client wishes to use
Tyler Content Management software with non-Tyler applications, Client must purchase or upgrade to Tyler
Content Manager Enterprise Edition.
2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in full for the
license granted herein, the Software fees set forth in the Investment Summary.
3. This Section intentionally blank.
4. Limited Warranty. For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler
Software Products to substantially conform to the then-current Tyler User Guides and the functional descriptions
of the Tyler Software Products in Tyler's written proposal to Client. In the event of conflict between the afore-
mentioned documents, the then-current Tyler User Guides will control. A Tyler Software Product is
"Defective" if it contains a Defect. For as long as a current Maintenance Agreement is in place, Tyler warrants
that the Tyler Software Products will not contain Defects. If the Tyler Software Products do not perform as
warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the Defect in accordance
with Tyler's then-current support call process (Tyler's current support call process is set forth in the document
attached hereto as Exhibit 2). Should Tyler be unable to cure the Defect or provide a replacement product,
Client will be entitled to a refund of the Software fee paid for the Defective Tyler Software Product, as
depreciated on a straight-line basis over a seven (7) year period commencing on the Effective Date, which will
be Client's sole remedy should Tyler be unable to cure the Defect or provide a replacement product.
5. Intellectual Property Infringement Indemnification.
a) Tyler's Obligations. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party
of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes
that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date
or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting
adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in
writing.
b) Client's Obligations. Tyler obligations in this section are contingent on the Client performing all of the
following in connection with any claim as described herein:
i. Promptly notifies Tyler in writing of any such claim;
ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and
iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise
of the claim.
c) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of infringement or an
adverse final judgment rendered by a court of competent jurisdiction results from:
i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided
had Client used the current version of the Tyler Software Product;
ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler;
iii. Use of a Tyler Software Product in applications, business environments or processes for which the
Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product
outside such application, environment or business process would not have given rise to the claim;
iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software
Product and such correction, modification, alteration or enhancement is determined by a court of
competent jurisdiction to be a contributing cause of the infringement;
v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or
vi. Client's willful infringement, including Client's continued use of the infringing Tyler Softwaze
Product after Client becomes aware that such infringing Tyler Softwaze Product is or is likely to become
the subject of a claim hereunder.
d) Remedy.
i. In the event a Tyler Software Product is, by a court of competent jurisdiction, finally determined to be
infringing and its use by Client is enjoined, Tyler will, at its election:
(a) Procure for Client the right to continue using the infringing Tyler Software Products;
(b) Modify or replace the infringing Tyler Softwaze Products so that it becomes non-infringing;
or
(c) Terminate Client's license for the infringing Tyler Software Product and refund to Client the
Softwaze fee paid for the infringing Tyler Software Product, as depreciated on a straight-line
basis over a seven (7) year period commencing on the Effective Date.
ii. The foregoing states Tyler's entire liability and Client's sole and exclusive remedy with respect to the
subject matter hereof.
6. Limitation of Liability. In no event will Tyler be liable for special, indirect, incidental, consequential, or
exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, or failure to realize savings arising out of or in connection with the use of the
Tyler Softwaze Products. Except as otherwise expressly set forth in this Softwaze License Agreement, Tyler's
liability for damages and expenses arising out of this Software License Agreement, whether based on a theory of
contract or tort, including negligence and strict liability, will be limited to the amount of Software fees set forth
in the Investment Summary and paid by Client. Such License fees reflect and are set in reliance upon this
limitation of liability.
SECTION B -PROFESSIONAL SERVICES AGREEMENT
1. Services. Tyler shall provide the services set forth in the Investment Summary at Client's election, including
Consulting, Training, Conversion, and other miscellaneous Services.
2. Professional Services Fees.
a) Notwithstanding specific prices to the contrazy set forth in the Investment Summary, all Consulting and
Training services will be invoiced in half-day and full-day increments.
b) This section intentionally blank.
c) Payment is due within thirty (30) calendaz days of invoice receipt.
d) Expenses will be billed in accordance with the then-current Tyler Business Travel Policy, based on Tyler's
usual and customary practices. Copies of receipts will be provided on an exception basis at no chazge. Should
all receipts for non per diem expenses be requested, an administrative fee will be incurred. Receipts for mileage
and miscellaneous items less than five dollazs ($5) aze not available. Prior to incurring any such expenses, Tyler
shall provide Client with an estimate of the full cost of such expenses and obtain written consent from Client to
incur same.
3. Additional Services.
a) Training and/or consulting services utilized in excess of those set forth in the Investment Summary and
additional related services not set forth in the Investment Summary will be billed at Tyler's then-current rates.
b) Programming and/or interface quotes aze estimates based on Tyler's understanding of the specifications
supplied by Client. In the event Client requires additional work performed above the specifications provided,
Tyler will submit to Client an amendment containing an estimate of the charges for the additional work. Client
will have thirty (30) calendar days from the date the estimate is provided to approve the amendment.
4. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or
exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, or failure to realize savings arising out of or in connection with the provision
or quality of the services or the use of the Tyler Software Products. Tyler's liability for damages and expenses
arising out of this Professional Services Agreement, whether based on a theory of contract or tort, including
negligence and strict liability, will be limited to the amount of Consulting, Training, Conversion, and other
miscellaneous Services fees set forth in the Investment Summary and paid by Client. Such fees reflect and are
set in reliance upon this limitation of liability.
5. Cancellation. In the event Client approved the expenses related to such services in accordance with
subsection 2 above and Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for
(i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the
canceled services if Tyler is unable to re-assign its personnel.
6. Services Warranty. Tyler warrants that it shall perform services in a professional, workmanlike manner,
consistent with industry standards. In the event Tyler provides services that do not conform to this warranty,
Tyler will re-perform the services at no additional cost to Client.
SECTION C -MAINTENANCE AGREEMENT
1. Scope of Agreement. Client agrees to purchase and Tyler agrees to provide maintenance services for the
Tyler Software Products in accordance with the following terms and conditions.
2. Term of Agreement. This Maintenance Agreement is effective on installation of the Tyler Software Products
and will remain in force for an initial one (1) year term, which will renew automatically for additional one (I)
year terms at Tyler's then-current Maintenance fees unless terminated in writing by either party at least fifteen
(15) days prior to the end of the then-current term.
3. Payment.
a) Maintenance fees will be invoiced by Tyler annually in advance. Tyler shall provide Client with not less than
forty-five (45) days written notice of any change in annual Maintenance fees.
b) Additional Charges. Any maintenance services performed by Tyler for Client which are not covered by this
Maintenance Agreement, as set forth in Article 5 of Section C Maintenance Agreement, including materials and
expenses, will be billed to Client at Tyler's then current rates.
c) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed Maintenance fees
within sixty (60) calendar days of the due date. Tyler shall reinstate maintenance services upon Client's
payment of all past due Maintenance fees, including all such fees for the periods during which services were
suspended.
4. Maintenance Services Terms and Conditions. For as long as a current Maintenance Agreement is in place,
Tyler shall:
a) In a professional, good and workmanlike manner, perform its obligations in accordance with Tyler's then-
current support call process (Tyler's current support call process is set forth in the document attached hereto as
Exhibit 2) in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If
Client modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide
maintenance services on and warrant the Tyler Software Products will be void.
b) Provide telephone support on the Tyler Software Products. Tyler personnel shall accept telephone calls
during the hours set forth in Exhibit 2 -Support Call Process.
c) Continuously maintain a master set of the Tyler Software Products on appropriate media, a hardcopy printout
of source code to the Tyler Software Products, and Tyler User Guides.
d) Maintain personnel that are appropriately trained to be familiar with the Tyler Software Products in order to
provide maintenance services.
e) Provide Client with all releases Tyler makes to the Tyler Software Products that Tyler makes generally
available without additional charge to customers possessing a current Tyler annual Maintenance Agreement.
Third Party Products; and installation, Consulting and Training services related to the new releases will be
provided to Client at Tyler's then-current rates. Client acknowledges and agrees that a new release of the Tyler
Software Products is for implementation in the Tyler Software Products as they exist without Client
customization or modification.
f) Support prior releases of the Tyler Software Products in accordance with Tyler's then-current release life
cycle policy.
5. Limitations and Exclusions. Maintenance fees do not include installation or implementation of the Tyler
Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product),
application design, other consulting services, support of an operating system or hazdware, and support outside
Tyler's normal business hours.
6. Client Responsibilities.
a) Client shall provide, at no chazge to Tyler, full and free access to the Tyler Software Products; working space;
adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features,
or other equipment necessary to provide maintenance services set forth herein.
b) Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide
remote maintenance services. Client shall maintain for the duration of the Agreement ahigh-speed Internet
connection capable of connecting to Client's PC's and server. Tyler strongly recommends that Client also
maintain a modem or VPN for backup connectivity purposes. Tyler, at its option, will use the connection to
assist with problem diagnosis and resolution.
7. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or
exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, or failure to realize savings arising out of or in connection with the provision
or quality of maintenance services or use of the Tyler Software Products. Tyler's liability for damages and
expenses arising out of this Maintenance Agreement, whether based on a theory of contract or tort, including
negligence and strict liability, will be limited to the Maintenance fees paid to Tyler during the twelve (12)
months prior to the claim. Such Maintenance fees reflect and are set in reliance upon this limitation of liability.
SECTION D -THIRD PARTY PRODUCT AGREEMENT
1. Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary, Tyler
agrees to license or sell and deliver to Client, and Client agrees to accept from Tyler the System Softwaze and
Hardware set forth in the Investment Summary (collectively, the "Third Party Products").
2. License of System Software.
a) Upon Client's payment in full of the System Software fees, Tyler shall grant to Client and Client shall accept
from Tyler anon-exclusive, nontransferable, non-assignable license to use the System Software and related
documentation for Client's internal business purposes, subject to the terms and conditions set forth herein.
b) The developer of the System Softwaze (each a "Developer", collectively "Developers") shall retain ownership
of the System Softwaze.
c) The right to transfer the System Software to a replacement hardware system is governed by the Developer.
The cost for new media or any required technical assistance to accommodate the transfer would be billable
charges to Client. Client shall provide advance written notice to Tyler of any such transfer.
d) Client acknowledges and agrees that the System Software and related documentation are proprietary to the
Developer and have been developed as trade secrets at the Developer's expense. To the extent permitted by law,
Client shall use best efforts to keep the System Softwaze and related documentation confidential and to prevent
any misuse, unauthorized use, or unauthorized disclosure of the System Softwaze and related documentation by
any party.
e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the System
Software.
f) Client may make copies of the System Software for archive purposes only. Client shall repeat any and all
proprietary notices on any copy of the System Software. Client may make copies of the documentation
accompanying the System Software for internal use only.
3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for Third Party Products include
costs for shipment while in transit from the Developer or supplier to Client.
4. Installation and Acceptance. Unless otherwise noted in the Investment Summary, the Tyler Software Product
installation fee includes installation of the Third Party Products. Upon completion of installation, Client will
obtain from Tyler a certification of completion, or similar document, which will constitute Client's acceptance of
the Third Party Products. Such acceptance will be final and conclusive except for latent defect, fraud, and a
gross mistake as amount to fraud.
5. Site Requirements. Client shall provide a suitable environment, location and space for the installation and
operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products;
and installation of all required cables.
6. Warranties.
a) Tyler is authorized by each Developer to grant licenses or sublicenses to the System Software.
b) Tyler warrants that each System Software product will be new and unused, and if Client fully and faithfully
performs each and every obligation required of it under this Third Party Product Agreement, Client's title or
license to each System Software product will be free and clear of all liens and encumbrances arising through
Tyler.
c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As such,
Tyler does not warrant or guarantee the condition or operating characteristics of the Third Party Products. Tyler
hereby grants and passes through to Client any warranty adjustments that Tyler may receive from the Developer
or supplier of the Third Party Products.
7. Maintenance.
a) In the event Client elects not to purchase through Tyler maintenance services on the System Software, it will
be the responsibility of Client to repair and maintain the System Software and purchase enhancements as
necessary after acceptance.
b) In the event Client elects to purchase through Tyler maintenance services on the System Software, Tyler will
facilitate resolution of a defect in a System Software product with the Developer.
c) )n the event the Developer charges a fee for future System Software release(s), Client will be required to pay
such fee.
8. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or
exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, or failure to realize savings arising out of or in connection with the use of the
Third Party Products. Tyler's liability for damages and expenses arising out of this Third Party Product
Agreement, whether based on a theory of contract or tort, including negligence and strict liability, will be
limited to the License Fee/Purchase Price of the Third Party Products paid by Client. Such prices are set in
reliance upon this limitation of liability.
SECTION E -GENERAL TERMS AND CONDITIONS
1. Taxes. The fees set forth in the Investment Summary do not include any taxes, including, without limitation,
sales, use or excise tax. All applicable taxes shall be paid by Tyler to the proper authorities and shall be
reimbursed by Client to Tyler. In the event Client possesses a valid direct-pay permit, Client will forward such
permit to Tyler on the Effective Date, in accordance with Article 19 of Section E General Terms and Conditions.
In such event, Client will be responsible for remitting all applicable taxes to the proper authorities. If tax-
exempt, Client will provide Tyler with Client's tax-exempt certificate.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties in this Agreement, Client will
provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. Client is
allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler will provide a
written response to Client that will include either a justification of the invoice or an adjustment to the invoice.
Tyler and Client will develop a plan to outline the reasonable steps to be taken by Tyler and Client to resolve
any issues presented in Client's notice to Tyler. Client may only withhold payment of the amount actually in
dispute until Tyler completes its action items outlined in the plan. Notwithstanding the foregoing, if Tyler is
unable to complete its actions outlined in the plan because Client has not completed its action items outlined in
the plan, Client will remit full payment of the invoice.
b) Any invoice not disputed as described above will be deemed accepted by Client. Tyler reserves the right to
suspend delivery of all services in the event Client fails to pay an invoice not disputed as described above within
sixty (60) calendar days of receipt of invoice.
3. Force Majeure; Client Assistance. "Force Majeure" is defined as an event beyond the reasonable control of a
party, including governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes,
restraints affecting shipping or credit, delay of carvers, inadequate supply of suitable materials or any other
cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. Neither party
shall be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused
by Force Majeure.
Force Majeure will not be allowed unless:
a) Within ten (10) business days of the occurrence of Force Majeure, the party whose performance is delayed
thereby provides the other party or parties with written notice explaining the cause and extent thereof, as well as
a request for a time extension equal to the estimated duration of the Force Majeure events.
b) Within ten (10) business days after the cessation of the Force Majeure event, the party whose performance
was delayed provides the other party written notice of the time at which Force Majeure ceased and a complete
explanation of all pertinent events pertaining to the entire Force Majeure situation.
Either party will have the right to terminate this Agreement if Force Majeure suspends performance of
scheduled tasks by one or more parties for a period of one hundred-twenty (120) or more days from the
scheduled date of the task. This paragraph will not relieve Client of its responsibility to pay for services and
goods provided to Client and expenses incurred on behalf of Client prior to the effective date of termination.
In addition, Client acknowledges that the implementation of the Tyler Software Products is a cooperative
process requiring the time and resources of Client personnel. Client shall, and shall cause Client personnel to,
use all reasonable efforts to cooperate with and assist Tyler as may be reasonably required to meet the project
deadlines and other milestones agreed to by the parties for implementation. Tyler shall not be liable for failure
to meet such deadlines and milestones when such failure is due to Force Majeure (as defined above) or to the
failure by Client personnel to provide such cooperation and assistance (either through action or omission).
4. Indemnification.
a) Tyler shall indemnify and hold harmless Client and its 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 arising from Tyler's negligence or willful misconduct.
b) To the extent permitted by law and subject to the limitations of liability set forth in Section 768.28, Florida
Statutes, Client shall indemnify and hold harmless Tyler and its 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 arising from Client's negligence or willful misconduct.
5. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION,
WHICH ARE HEREBY DISCLAIMED BY TYLER.
6. Dispute Resolution. Client will notify Tyler in writing within fifteen (15) days of becoming aware of a
dispute. If Tyler and Client cannot resolve such dispute within thirty (30) calendar days of Tyler's receipt of
written notice from Client, the following procedure will apply:
a) Each party shall appoint one (1) person to act as an impartial representative. The appointed individual will be
of sufficient knowledge and experience to understand and deal with the dispute but will not be a person assigned
to the project. The set of four (4) individuals consisting of Tyler's Project Manager for this project, Client's
Project Manager for this project, and the two (2) appointees is called a Dispute Resolution Group.
b) The Dispute Resolution Group shall convene no later than twenty-one (21) calendar days after the expiration
of the thirty (30) calendar day period referenced above and shall meet for a maximum of four (4) four (4) hour
sessions during the subsequent four (4) business days, unless otherwise mutually agreed. Any resolution will be
in writing and signed by both parties. Such resolution will constitute a binding amendment to the Agreement.
In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the dispute will be
referred to non-binding mediation. Thereafter, either party may assert its other rights and remedies under this
Agreement within a court of competent jurisdiction.
All meetings and discussions of the Dispute Resolution Group will be deemed confidential settlement
discussions not subject to disclosure under Federal Rule of Civil Procedure 408 or any similar applicable state
rule.
Nothing in this Article will prevent a party from applying to a federal or state court of competent jurisdiction to
obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth
herein.
7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and
Client. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to
make any claim or assert any right under this Agreement.
8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Client's
state of domicile and any action arising out of or related to this Agreement shall be filed in the Palm Beach
County Circuit Court (state claims) or the Southern District of Florida (federal claims).
9. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with respect to the
subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether
written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this Agreement
it did not rely on any information not explicitly set forth in this Agreement.
10. Severability. If any term or provision of this Agreement or the application thereof, to any extent, be held
invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable will not be affected
thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted
by law.
11. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by Tyler
or Client, such non-enforcement shall not act as or be deemed to act as a waiver or modification of this
Agreement, nor shall such non-enforcement prevent Tyler or Client from enforcing each and every term of this
Agreement thereafter.
12. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which
shall be independently treated as an original document. Any electronic, faxed, scanned, photocopied or
similarly reproduced signature on this Agreement or any amendment hereto shall be deemed an original
signature and shall be fully enforceable as if an original signature.
13. Amendment. This Agreement may only be modified by written amendment signed by authorized
representatives of both parties.
14. Termination. Client may terminate this Agreement for cause in the event Tyler does not cure a material
breach of this Agreement within thirty (30) days of receiving notice of such breach from Client. Upon such
termination, Client shall pay Tyler for all services and expenses not in dispute and non-Defective Tyler Software
Products which were delivered or incurred prior to the date Tyler received Client's notice of termination.
Payment for services and expenses in dispute will be determined in accordance with the dispute resolution
process.
15. Non-appropriation. If Client should not appropriate or otherwise make available funds sufficient to
purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the
same functions of such products, Client may unilaterally terminate this Agreement only upon thirty (30) days
written notice to Tyler. Upon termination, Client shall remit payment for all products and services delivered to
Client and all expenses incurred by Tyler prior to Tyler's receipt of the termination notice. Client will not be
entitled to a refund or offset of previously paid license and other fees.
16. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been
approved by its governing body and is a binding obligation upon Client.
17. No Assignment. Neither party may assign this Agreement without the prior written consent of the other
party, except that Tyler may, without prior written consent of Client, assign the Agreement in its entirety to the
surviving entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets.
18. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto
and their permitted successors and assigns.
19. Notices. All notices or communications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
1) Actually received,
2) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party,
3) Upon receipt by sender of proof of email delivery, or
4) If not actually received, ten (10) days after deposit with the United States Postal Service authorized mail
center with proper postage (certified mail, return receipt requested) affixed and addressed to the respective other
party at the address set forth in this Agreement or such other address as the party may have designated by notice
or Agreement amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by the intended
receiving party of a new address will be borne by the intended receiving party. The addresses of the parties to
this Agreement are as follows:
9
Tyler Technologies, Inc. Village of North Palm Beach
370 US Route 1 501 U.S. Highway One
Falmouth, ME 04105 North Palm Beach, FL 33408
Attention: Contracts Manager Attention: Community Development Director
I7 Director
20. Independent Contractor. This is not an agreement of partnership or employment of Tyler or any of Tyler's
employees by Client. Tyler is an independent contractor for all purposes under this Agreement.
21. Insurance. Prior to performing services under this Agreement, Tyler shall provide Client with certificates of
insurance evidencing the following insurance coverage:
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 statutory requirements.
Tyler shall name Client as an additional insured on its commercial general liability policy.
22. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of such
information could violate rights to private individuals and entities. Each party agrees that it shall not disclose
any confidential information of the other party and further agrees to take appropriate action to prevent such
disclosure by its employees or agents. The confidentiality covenants contained herein will survive the
termination or cancellation of this Agreement for a period of two (2) years. This obligation of confidentiality
will not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise, except by breach of this
Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to Freedom of Information Act or Florida Public Records Law requests, only to the extent
disclosure is based on the good faith written opinion of the receiving party's legal counsel that disclosure is
required by law: provided, however, that that receiving party shall give prompt notice of the service of process
or other documentation that underlies such requirement and use its best efforts to assist the disclosing party if
the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such
confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect
the confidentiality of its confidential information.
23. Nondiscrimination. Tyler shall not discriminate against any person employed or applying for employment
concerning the performance of Tyler's responsibilities under this Agreement. This discrimination prohibition
will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to
any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age,
sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a
particular job or position, height, weight, marital status, or political affiliation.
24. Subcontractors. Tyler shall not subcontract any services under this Agreement without Client's prior written
permission, not to be unreasonably withheld.
25. Shipping. Delivery will be F.O.B. destination point.
26. Business License. In the event a local business license is required for Tyler to perform services hereunder,
Client will notify Tyler prior to the Effective Date and will provide Tyler with the necessary paperwork and/or
10
contact information.
27. Tyler Forms Processing. The Tyler Software Product "Tyler Forms Processing" must be used in conjunction
with a Hewlett Packard printer supported by Tyler for printing checks.
28. Payment Terms.
a) Tyler shall invoice Client $39,350 when Tyler has made the Tyler Softwaze Products available to Client
for downloading. Such amount equals 100% of the Softwaze fees.
b) Tyler shall invoice Client the Secure Signature Hardware fees of $1,650 upon delivery of such
Hazdwaze.
c) Tyler shall invoice Client fees for Services, plus expenses, if and as provided/incurred.
d) Prices do not include travel expenses incurred in accordance with Tyler's then-current Business Travel
Policy. Tyler's current Business Travel Policy is attached hereto as Exhibit 3.
e) Payment is due within thirty (30) days of the invoice date.
f) The year 1 Maintenance fees of $3,997 for the six (6) month period commencing when Tyler makes the
Tyler Software Products made available to the Client for download are hereby waived. After such six
(6) month period, Tyler will invoice the Client the six (6) month Maintenance fee of $3,997 prorated for
a term commencing six (6) months after Tyler makes the Tyler Software Products available for
download by the Client and ending March 30, 2012. Subsequent annual Maintenance fees will be due
on March 31 of each year thereafter.
29. Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable
attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awazded costs
(including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or
proceeding, in addition to any other relief to which such party or parties may be entitled.
Exhibit 1-Investment Summazy
Exhibit 2 -Support Call Process
Exhibit 3 -Business Travel Policy
Exhibit 4 -Adobe End User License Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Tyler Technologies, Inc.
ERP and Schools Division
Village of North Palm Beach
11
Exhibit 1-Investment Summary
Quoted By: Phil Sharp
o Date: 01/23/2011
~~~ ~~~ ~~ Quote Expiration: 07/01/201 I
®® Quote Name: MUMS Permit &, Code Enforcment
Software Suite
Quote Number; 28798
Sales Qu®tats®11 ~Orv
Ms. SamiaJanjua Phone: (561) 841-3360
Village of North Palm Beach Fax° (561) 848-9698
501 U.S. Highway One °
North Palm Beach, FL 33408 Email: sjanjua@village-npb.org
1 S~fty~are
a a ~~ ~ i D _ o (1fKo~i ~ 0 0 %' C'~c ~~ a. [~ _ o ~ t ~ ns~ a U~
o
OF-PL-SW-B Role Tailored Dashboard -Software - B 1.00 $2,750.00 $2,750.00 $2,750.00 $0.00
OF-TCM-WFL- TCM WorkFlow Software - B 1.00 $2,500.00 $2,500.00 $0.00 $2,500.00
S W-B
OF-TCMSE-SW-B TCM SE-Software-B 1.00 $9,000.00 $9,000.00 $0.00 $9,000.00
RB-BL-SW-B Bus Licenses -Software - B 1.00 $3,300.00 $3,300.00 $0.00 $3,300.00
RB-CP-SW-C Central Property File -Software - C 1.00 $2,200.00 $2,200.00 $2,200.00 $0.00
RB-PI-SW-C Perniits Code Enforce -Software - C 1.00 $13,200.00 $13,200.00 $0.00 $13,200.00
TF-AC-OS-B Tyler Forms Processing -Software - B 1.00 $5,000.00 $5,000.00 $0.00 $5,000.00
TF-GD-GD-B Tyler Forms-GoDocs-B 1.00 $2,500.00 $2,500.00 $0.00 $2,500.00
WEB-MSH-CR- Citizen Self Service -Software - B 1.00 $3,850.00 $3,850.00 $0.00 $3,850.00
S W-B
Total: Total:
$4,950.00 $39,350.00
2 Services
o a ~r ~ ~ o o C~'~y, ° ~ ~C C~u~n~ca~C? ~r.,~~r~cs 1ra~[
i
OF-TCMSE-INST TCM SE -Installation (Existing or ASP 1.00 $2,000.00 $2,000.00 $0.00 $2,000.00
Clients )
TF-BL-SVC-B Tyler Forms Business License Library - B 1.00 $1,000.00 $1,000.00 $0.00 $1,000.00
TF-GD-CF Tyler Forms GoDocs Configuration 1.00 $3,000.00 $3,000.00 $0.00 $3,000.00
TF-PL-SVC-C Tyler Forms Permits Library - C 1.00 $2,000.00 $2,000.00 $0.00 $2,000.00
TF-SA-SNS-B Tyler Signature Application 1.00 $250.00 $250.00 $0.00 $250.00
WEB-MSH-SELF- Self Service Installation Fee (Client Hosted) 1.00 $1,500.00 $1,500.00 $0.00 $1,500.00
1N S
O
Total: Total:
$0.00 $9,750.00
~ewsul~in~
\L~C~9~"~~;n' ~'x3CG~°;~~C~{aX' ~ O~r~~L~L~'>' L"LrUSt ~ (~C~~~ i CD~SrGNCuX~lid:ts ~
I C~c~~a I ~ C,Ls~f.~ t"CX
OF-PL-CS-B Role Tailored Dashboard -Consulting - B 1.00 $1,275.00 $1,275.00 $0.00 $1,275.00
RB-BL-CS-B Bus Licenses - Consulting - B 1.00 $.1,275.00 $1,2 i 5.00 $0.00 $1,275.00
RB-PI-CS-C Permits Code Enforce -Consulting - C 2.00 $1,275.00 $2,550.00 $0.00 $2,550.00
Total:
$5.100.00
Village of No~°th. Palm Beach Page 1 of 3
°i'~aining
~~~~~~~ ;°= P i~X~~~~t~eo~
OF-PL-TR-B Role Tailored Dashboard -Training - B
OF-TCM-WFL- TCM WorkFlow Training - B
TR-B
OF-TCMSE-TR-B TCM SE-Implementation/Training/PM - B
RB-BL-TR=B Bus Licenses -Training - B
RB-CP-TR-C Central Property File -Training - C
RB-PI-TR-C Permits Code Enforce -Training - C
WEB-MSH-CR- Citizen Self Service -Training - B
TR-B
~~~~o t~~, ~ C~~ ~ C~=;>LCLxoYo ~s~f: f~~sxs~ox??r~~ T' A. _~ e-1~bt~+JC
~~ '' ~ '-
1.00 $1,175.00 $1,175.00 $0.00 $1,175.00
1.00 $1,175.00 $1,175.00 $0.00 $1,175.00
4.00 $1,175.00 $4,700.00 $0.00 $4,700.00
4.00 $1,175.00 $4,700.00 $0.00 $4,700.00
1.00 $1,175.00 $1,175.00 $0.00 $1,175.00
13.00 $1,175.00 $15,275.00 $0.00 $15,275.00
1.00 $1,175.00 $1,175.00 $0.00 $1,175.00
Total:
$29,375.00
I~ail't~~~~f"IC~
Total Total Total Total Total
Other Consulting: Training: Conversion Services:
Services: Services:
$9,70.00 $5,100.00 $29,375.00 $0.00 $44,225.00
Total Total
Training Consulting
Days: 25 Days: 4
i~~ u a° i ~`' i D a o l 0~6][~-1C~~;' ~ I ~t° ~1C9'C c U a iS~G I +~~i [1+~1C~ 1 Oo L~1.
OF-PL-SP-B Role Tailored Dashboard -Support - B 1.00 $495.00 $495.00 $247.00 $248.00
OF-TCM-WFL-SP- TCM WorkFlow Support - B 1.00 $450.00 $450.00 $225.00 $225.00
B
OF-TCMSE-SP-B TCM SE-Support-B 1.00 $1,620.00 $1,620.00 $810.00 $810.00
RB-BL-SP-B Bus Licenses -Support - B 1.00 $594.00 $594.00 $297.00 $297.00
RB-CP-SP-C Central Property File -Support - C 1.00 $550.00 $550.00 $550.00 $0.00
RB-PI-SP-C Permits Code Enforce -Support - C 1.00 $2,640.00 $2,640.00 $1,320.00 $1,320.00
TF-AC-SP-B Tyler Forms Processing -Support - B 1.00 $1,500.00 $1,500.00 $750.00 $750.00
WEB-MSH-CR- Citizen Self Service -Support - B 1.00 $693.00 $693.00 $346.00 $347.00
SP-B
~~
Total:
Total:
$4,545.00 $3,997.00
~;tl a • ~ (N ~; ~~ ~ o C~~C~. j I~c~ j L;~ ~~i~~o?C~ ~~ ~ Gi}e~~ac~c 1f oo C~
i iJ~~ ~ i
TF-SS-EA Tyler Secure Signature Key-Additional 1.00 $150.00 $150.00 $0.00 $150.00
TF-SS-KEY Tyler Secure Signature Key with System 1.00 $0.00 $0.00 $0.00 $0.00
TF-SS-S1 Tyler Secure Signature System 1.00 $1,500.00 $1,500.00 $0.00 $1,500.00
O
Total: Total:
$0.00 $1,60.00
~~D~O~~C~~ ~~e~ i~ain~~a~an~~
Total Software $39,350.00 X3,997.00
Total Services $44,225.00
Y lllaae of ~ ~~r"oath Palm Beach Paae 2 of 3
Total Hardware $1,650.00
Summary Total $55,225.00 $3,997.00
C®179r~tents
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your
project. The actual amount of services depends on such factors as your level of involvement in the project and the speed of knowledge
transfer.
Prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use, excise, personal property or other similar taxes or duties, which you
are responsible for determining and remitting.
The Maintenance fee set forth above reflects six (6) months from delivery waived. Tyler will prorate the subsequent Maintenance fee to
coincide with Client's annual Maintenance Agreement.
Tyler Forms requires, HP Brand Black /White Laser Jet Networked Printer with Static IP Address, IEEE 1284-B Compliant Parallel Port
(required for check printers only), HP Jet Direct Fast Ethernet Embedded Print Server, PCL Se Drivers Installed, Minimum Memory - 64
MB, Minimum 801nternal TrueType Scalable Fonts, Minimum of 2 Full Input Trays (Manual Feed Tray not usable), Accommodates Letter
and Legal Size Paper Stock. Note: EiP printers modified with TROY brand or any other 3rd party MICR security features are not supported
for check printing.
Tyler's Form Library prices are based on delivering the specific form quantities listed below. Additional formats of forms listed below are
extra. Custom forms are extra. Please note that TylerFol7rls requires the use of approved printers only. Contact Manager of TFP for list of
approved printers.
Permits Library Includes: Includes 1 Building Permit, 1 Trades Permit, 1 Zoning Permit and 1 Certificate of Occupancy/Completion.
Business License Library Includes: 1 Business License and 1 Renewal Application.
Tyler ERP system requires appropriately sized hardware server(s) with Windows OS and SQL database licenses, printers and scanners, etc.
Tyler recommends a conference call with OSDBA manager to discuss server(s) and desktop sizing.
Customer Approval:
Print Name:
Date:
P.O. #:
All primary values quoted in US Dollars
Llllaae of'North Palm Beach Page ~ of 3
Exhibit 2
Support Call Process
Client Support
Tyler Technical Support Department for Munis®
Goal: To provide an effective support mechanism that will guarantee timely resolution to calls, resulting in
high-level client satisfaction.
Contact Us
Call Tyler's toll free number (800-772-2260) or log a support request online through the Tyler Client Portal
available at Tyler's Support Web site (www.tylertech.com).
Support Organization
Tyler's Technical Support Department for Munis is divided into multiple teams: Financials,
PayrolUHR/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-8:OOpm EST Monday-Friday
Payroll/HR/Pension 8:OOam-8: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 B:OOam-6:OOpm EST Monday-Friday
TylerForms & Reporting Services 8:OOam-S:OOpm EST Monday-Friday
Focus on Incoming Rate
When you call Technical Support, your call is answered by a Support Technician, or is transferred into the
Support voice mail. Our goal is to capture 75% of our daily calls incoming, which means you will often start
working with a Support Specialist immediately upon calling Tyler.
Leaving Messages for Support
When leaving a message on the Support voice mail, ensure the following information is contained within the
message:
• Your full name (first name, last name) and the site you are calling for/from
• A phone number where you can be reached
• The details of the issue or question you have (i.e.: program, • process, error message)
• The priority of the issue (1, 2, 3, or 4)
• When you will be available for a return call (often Support will call back within an hour of receiving
your message)
Paging
All. client questions are important to us. There may be times when you are experiencing a priority l critical issue
and al] technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate
to press 0 to be redirected to the operator. The operator will page the team you need to contact. We ask that you
reserve this function for those times when Munis is down, or a mission critical application is down and you are
not able to reach a technician immediately.
Online Support
Some questions can be handled effectively by e-mail. Once registered as a user on Tyler's Support Web site at
www.tylertech.com, you can ask questions or report issues to Support through "Customer Tools". Tyler's Client
Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP
account, incident and survey data is available in real-time.
Your existing contact information defaults when you add a new Support incident. You will be asked for required
information including Incident Description, Priority, Product Group and Product Module. Unlimited work-note
text is available for you to describe the question or problem in detail, plus you can attach files or screenshots
that may be helpful to Support.
When a new incident is added, the incident number is presented on the screen, and you will receive an
automated a-mail response that includes the incident number. The new incident is routed to the appropriate
Technical Support Team queue for response. They will review your incident, research the item, and respond via
e-mail according to the priority of the incident.
Customer Relationship Management System
Every call or a-mail from you is logged into our Customer Relationship Management System and given a unique
call number. This system tracks the history of each incident, including the person calling, time of the call,
priority of the call, description of the problem, support recommendations, client feedback and resolution. For
registered users on Tyler's Support Web site (www.tylertech.com), alist of calls is available real-time under the
Tyler Client Portal (TCP).
Call Numbers
Support's goal is to return clients' calls as soon as possible. If you are not available when we call back, we will
leave a message with the open call number on your voice mail or with a person in your office. When you call
back, you can reference this call number so you do not have to re-explain the issue.
An open call number is also given to you once an initial contact has been made with Support and it has been
determined that the issue can't be resolved during the initial call. The open call number lets you easily track and
reference specific open issues with Support.
Call Response Goals
Open
Call
Priorit Maximum number of days a
support call is open Support managers and analysts
review open calls
1 Less than a da Dail
2 10 Da s or less Eve other da
3 30 Da s or less Weekl
4 60 Da s or less Weekl
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 anon-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.tylertech.com) and add a note requesting follow-up.
Escalating a Support Call
If the situation to be addressed by your open call has changed and you need to have the call priority adjusted,
please call the appropriate Support Team and ask to be connected to the assigned technician. If that technician is
unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support
Team Manager. If you feel you are not receiving the service you need, please call the appropriate Product
Manager and provide them with the open call number for which you need assistance. The Product Manager will
follow up on your open issue and determine the necessary action to meet your needs.
Technical Support Product Managers:
Financials Team
Michelle Madore
(michelle.madore @ tylertech.com)
(X4483)
Payroll/HR/Pension Team Sonja Johnson (sonja Johnson@tylertech.com)
Tax/Other Revenue/[Jtility Billing Steven Jones (steven.jones@tylertech.com)
(X4157)
(X4255)
Team
OS/DBA Team Greg Mehlhorn (greg.mehlhorn@tylertech.com) (X4391)
TylerForms & Reporting Services Michele Violette (michele.violette@tylertech.com) (X4381)
If you are unable to reach the Product Manager, please call CJ McCarron, Vice President of Technical Support
at 800-772-2260, ext. 4124 (ci.mccarron@tylertech.com).
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
Munis Internet Updater (MIU): Allows you to download and install critical and high priority fixes as soon as
they become available.
Release Admin Console: Allows you to monitor and track the availability of all development activity for a
particular release; right from inside Munis.
Knowledgebase: A fully searchable depository of thousands of documents related to Munis processing,
procedures, release info, helpful hints, etc.
Remote Support Tool
Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist you
with a question. GoToAssist® shares your desktop via the Internet to provide you with virtual on-site support.
The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128-bit, end-to-
end AES encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose
problems, or assist you with screen navigation.
At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate and up-
to-date feedback on your Support experiences. We review the survey data in order to continually improve our
Support services.
E-mail Registration
Clients can go to our Web site and register for a-mail "groups" based on specific Munis applications. We use
these groups to inform clients of issues, and to distribute helpful technical tips and updated technical
documentation. The survey information allows you to update your registration at any time, and you may
unregister for one or more distribution lists at any time.
Tyler Web site
Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to
"Customer Tools" and other information such as online documentation, user forums, group training
schedule/sign-up, and annual user conference updates/registration.
Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support incidents
via the Tyler Client Portal. The frequency of these updates is determined by issue priority.
Priority 1 Incidents - Daily updates (only if phone contact is not possible)
Priority 2 Incidents - Weekly Updates
Priority 3 Incidents - Bi-weekly Updates
Priority 4 Incidents - Bi-weekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been completed or
when there is pertinent information to share.
Exhibit 3
Business Travel Policy
Air Travel
A. Reservations & Tickets
Tyler's Travel Agent will provide an employee with the lowest available airfare within two hours before
or after the requested departure time. If a net savings of $100 or more is possible through an alternate
flight with not more than one stop, the flight with the lower fare should be accepted. Employees are
encouraged to make reservations far enough in advance to take full advantage of discount opportunities.
B. Baggage Fees
Fees for checking one piece of baggage will be fully reimbursed, provided it is directly related to Tyler
business. Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Business use of an employee's private automobile will be reimbursed at a rate of $ .51 per mile plus out of
pocket costs for tolls and pazking. Mileage will be calculated by using the employee's office as the starting
and ending point, in compliance with IRS regulations. Employees who have been designated a home office
should calculate miles from their home.
B. Rental Car
Employees aze authorized to rent cazs only in conjunction with air travel when cost, convenience and the
specific situation require their use. When renting a car for Tyler business, employees should select a "mid-
size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling
together.
C. Public Transportation
Taxi or airport limousine services should be considered when traveling in and azound cities or to and from
airports. The Company will reimburse the actual faze plus a reasonable tip (15-18%). In the case of a free
hotel shuttle to the airport, a $1 tip per bag is reimbursable.
Lodging
Tyler's Travel Agent will select hotel chains that aze well established, reasonable in price and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Fairfield Inn, Hampton
Inn and Holiday Inn Express. If the customer has a discount rate with a local hotel, notify Tyler's Travel
Agent as soon as possible to ensure that all employees can take advantage of the rate.
4. Meals
Employee meals while on travel status are reimbursable in the form of a flat per diem rate. The
reimbursement rates for individual meals aze as follows:
Breakfast $ 7.00
Lunch 12.00
Dinner 30.00
Total $49.00
A. Overnight Travel
Employees on overnight travel status are eligible to claim all three meals on their expense report except as
follows:
Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 8:00 p.m.
Return after 8:00* p.m.
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*8:00 is defined as direct travel time and does not include time taken to stop for dinner
B. Same Day Travel
Employees traveling at least 2 hours to a site and returning in the same day are eligible to claim lunch on an
expense report. Employees on same day travel status are eligible to claim dinner in the event they return
home after 8:00* p.m.
*8:00 is defined as direct travel time and does not include time taken to stop for dinner
Internet Access -Hotels and Airports
Employees who travel may need to access their a-mail at night. Many hotels provide free high speed
Internet access and Tyler employees are encouraged to use such hotels whenever possible. If your hotel
charges for Internet access it is reimbursable up to $10.00 per day. Charges for Internet access at airports
are not reimbursable.
Effective Date: January 1, 2011
Exhibit 4
Adobe End User License Agreement
ADOBE SYSTEMS INCORPORATED
ADOBE CENTRAL OUTPUT SOFTWARE
Software License Agreement
NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS INSTALLATION AND USE OF THE
ADOBE SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. INSTALLATION
AND USE OF THE SOFTWARE IS NOT PERMITTED UNLESS ADOBE HAS GRANTED LICENSEE THE
RIGHT TO DO SO AS SEPARATELY PROVIDED IN WRITING BY ADOBE. LICENSEE AGREES THAT
THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE.
BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN
ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR
USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT
INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM
INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON
ANOTHER PERSON'S OR ENTITY'S BEHALF.
LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND
CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR
SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
Definitions
1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose,
California 95110, if subsection 9(a) of this Agreement applies; otherwise it means Adobe Systems Software
Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Saggart, Dublin 24, Ireland, a company organized
under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
1.2 "Authorized Users" means employees and individual contractors (i.e., temporary employees) of
Licensee.
1.3 "Computer" means one or more central processing units ("CPU") in a hardware device (including
hardware devices accessed by multiple users through a network ("Server")) that accepts information in digital or
similar form and manipulates it for a specific result based on a sequence of instructions.
1.4 "Deliver" means to transmit data directly or indirectly over a network to a printing device or any other
device for the purpose of printing.
1.5 "Development Software" means Software licensed for use in a technical environment solely for internal
development and testing and not for use as Production Software.
1.6 "Disaster Recovery Environment" means Licensee's technical environment designed solely to allow
Licensee to respond to an interruption in service due to an event beyond Licensee's control that creates an
inability on Licensee's part to provide critical business functions for a material period of time.
1.7 "Documentation" means the user manuals and/or technical publications as applicable, relating to
installation, use and administration of the Software.
1.8 "Internal Network" means Licensee's private, proprietary network resource accessible only by
Authorized Users. "Internal Network" specifically excludes the Internet (as such term is commonly defined) or
any other network community open to the public, including membership or subscription driven groups,
associations or similar organizations. Connection by secure links such as VPN or dial up to Licensee's Internal
Network for the purpose of allowing Authorized Users to use the Software should be deemed use over an
Internal Network.
1.9 "License Metric" means each of the per-unit metrics used by Adobe in connection with the licensed
quantities identified as separately provided in writing by Adobe to describe the scope of Licensee's right to use
the Software. One or more of the following types of License Metrics applies to each Software Product as further
provided herein:
(a) Per-Computer. Licensee may install and use the Adobe Output Designer software on no more than the
licensed number of Computers.
(b) Per-User. The total number of Authorized Users that directly or indirectly request or receive content
that has been processed by the Software may not exceed the licensed quantity of users.
(c) Per-Server. The total number of Servers on which the Software is installed may not exceed the licensed
quantity of Servers.
1.10 "Location" means a specific building or physical location as identified by its unique street address.
1.11 "Production Software" means Software licensed for productive business use.
1.12 "SDK Components" means the sample software code, application programming interface, header files
and related information, and the file format specifications, if any, included as part of the Software as described
in the Documentation or a "Read Me" file accompanying the applicable Software.
1.13 "Software" means the object code version of the software program(s) specified in a separate written
agreement signed by Adobe, including all Documentation and other materials provided by Adobe to Licensee
under this Agreement. The term "Software Product" may also be used to indicate a particular product, and
otherwise has the same meaning as Software.
2. License. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual,
non-exclusive license to install and use the Software delivered hereunder according to the terms and conditions
of this Agreement, on Computers connected to Licensee's Internal Network, on the licensed platforms and
configurations, in the manner and for the purposes described in the Documentation. The following additional
terms also apply to Licensee's use of the Software.
2.1 License Metric. Licensee's right to install and use the Software is limited based on whether the
Software is licensed as Production Software or Development Software (as separately provided in writing by
Adobe) and the License Metrics applicable to the particular Software Products licensed (as separately provided
in writing by Adobe) and subject to the terms in Section 3, unless Licensee has licensed the Software for
evaluation purposes, in which case the terms of Section 4 apply.
2.2 SDK Components. Licensee's Authorized Users may install and use the SDK Components for purposes
of facilitating use of the Software in accordance with this Agreement. Licensee agrees that Licensee will treat
the API Information with the same degree of care to prevent unauthorized disclosure to anyone other than
Authorized Users as Licensee accords to Licensee's own confidential information, but in no event less than
reasonable care. Licensee's obligations under this Section 2.2 with respect to the API Information shall terminate
when Licensee can document that the API Information was in the public domain at or subsequent to the time it
was communicated to Licensee by Adobe through no fault of Licensee's. Licensee may also disclose the API
Information in response to a valid order by a court or other governmental body, when otherwise required by law,
or when necessary to establish the rights of either party under this Agreement, provided Licensee gives Adobe
advance written notice thereof.
2.3 Backup and Disaster Recover. Licensee may make and install a reasonable number of copies of the
Softwaze for backup and archival purposes and use such copies solely in the event that the primary copy has
failed or is destroyed, but in no event may Licensee use such copies concurrently with Production Softwaze or
Development Software. Licensee may also install copies of the Software in a Disaster Recovery Environment
for use solely in disaster recovery and nor for production, development, evaluation or testing purposes other than
to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster.
2.4 Documentation. Licensee may make copies of the Documentation for use by Authorized Users in
connection with use of the Software in accordance with this Agreement, but no more than the amount
reasonably necessazy. Any permitted copy of the Documentation that Licensee makes must contain the same
copyright and other proprietary notices that appear on or in the Documentation.
2.5 Outsourcing. Licensee may sub-license use of the Software to a third party outsourcing or facilities
management contractor to operate the Software on Licensee's behalf, provided that (a) Licensee provides Adobe
with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and
fully complies with the terms of this Agreement as they relate to the use of the Softwaze on the same basis as
applies to Licensee; (c) such use is only in relation to Licensee's direct beneficial business purposes as restricted
herein; (d) such use does not represent or constitute an increase in the scope or number of licenses provided
hereunder; and (e) Licensee shall remain fully liable for any and all acts or omissions by the contractor related to
this Agreement.
2.6 Font Softwaze. If the Software includes font softwaze, then Licensee may (a) use the font softwaze on
Licensee's Computers in connection with Licensee's use of the Software as permitted under this Agreement; (b)
output such font software on any output devices connected to Licensee's Computers; (c) convert and install the
font software into another format for use in other environments provided that use of the converted font software
may not be distributed or transferred for any purpose except in accordance with the transfer section in this
Agreement; and (d) embed copies of the font software into Licensee's electronic documents for the purpose of
printing and viewing the document, provided that if the font softwaze Licensee is embedding is identified as
"licensed for editable embedding" on Adobe's website at
http://www.adobe.com/type/browser/legal/embeddingeula.html, Licensee may also embed copies of that font
software for the additional limited purpose of editing Licensee's electronic documents.
2.7 Restrictions
(a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or translate the
Softwaze. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the
extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessazy to
render the Softwaze interoperable with other software; provided, however, that Licensee must first request such
information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or
impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's
and its suppliers' proprietary rights in the source code for the Software are protected.
(b) No Unbundling. The Software may include various applications, utilities and components, may support
multiple platforms and languages and may be provided to Licensee on multiple media or in multiple copies.
Nonetheless, the Software is designed and provided to Licensee as a single product to be used as a single
product on Computers and platforms as permitted herein. Licensee is not required to use all component parts of
the Software, but Licensee shall not unbundle the component parts of the Software for use on different
Computers. Licensee shall not unbundle or repackage the Software for distribution, transfer or resale.
(c) No Transfer. Licensee shall not sublicense, assign or transfer the Software or Licensee's rights in the
Software, or authorize any portion of the Software to be copied onto or accessed from another individual's or
entity's Computer except as may be explicitly provided in this Agreement. Notwithstanding anything to the
contrary in this Section 2.7(c), Licensee may transfer copies of the Software installed on one of Licensee's
Computers to another one of Licensee's Computers provided that the resulting installation and use of the
Software is in accordance with the terms of this Agreement and does not cause Licensee to exceed Licensee's
right to use the Software under this Agreement.
(d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (i)
using the Software on behalf of third parties; (ii) renting, leasing, lending or granting other rights in the Software
including rights on a membership or subscription basis; and (iii) providing use of the Software in a computer
service business, third party outsourcing facility or service, service bureau arrangement, network, or time
sharing basis.
(e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported into any
country or used in any manner prohibited by the United States Export Administration Act or any other export
laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an
export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of,
or located within, an embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan, Libya, Cuba
and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the
Software. All rights to install and use the Software are granted on condition that such rights are forfeited if
Licensee fails to comply with the terms of this Agreement.
License Metrics and Limitations.
3.1 Adobe Central Output Server. If Licensee has licensed Adobe Central Output Server as Production
Software or Development Software (as separately provided in writing by Adobe), then Adobe grants Licensee a
license to install and use Adobe Central Output Server on aPer-Server basis, provided that Licensee is not
permitted to Deliver output from the Production Software to more than ten (10) Locations per licensed Server.
3.2 Adobe Central Pro Output Server. If Licensee has licensed Adobe Central Pro Output Server, then
Adobe grants Licensee a license to install and use Adobe Central Pro Output Server either (a) as Production
Software on aPer-Server or Per-User basis (as separately provided in writing by Adobe), or (b) as Development
Software on aPer-Server basis. When Adobe Central Pro Output Server is licensed as Production Software on a
Per-Server basis, Licensee is not permitted to Deliver output from the Software Product to more than ten (10)
Locations per licensed Server.
3.3 Adobe Output Pak for mySAP.com. If Licensee has licensed Adobe Output Pak for mySAP.com, then
Adobe grants Licensee a license to install and use Adobe Output Pak for mySAP.com solely in connection with
Adobe Central Pro Output Server for use with SAP software either (a) as Production Software on aPer-Server
or Per-User basis (as separately provided in writing by Adobe), or (b) as Development Software on aPer-Server
basis. Licensee's license to Adobe Output Pak for mySAP.com includes a license to install and use Adobe
Central Pro Output Server subject to the terms of Section 3.2 of this Agreement. The following additional terms
apply:
3.3.1 Per-Server License. If Licensee has licensed Adobe Output Pak for mySAP.com on a Per-
Server basis, Licensee shall have the right to install and use Adobe Central Pro Output Server on one (1) Server
unless Licensee obtains additional Per-Server licenses to the Adobe Central Pro Output Server.
3.3.2 Per-User License. If Licensee has licensed Adobe Output Pak for mySAP.com software on a
Per-User basis, Licensee must obtain a number of Per-User licenses of Adobe Output Pak for mySAP.com not
less than the number of Authorized Users who are authorized to access or use the SAP software.
3.4 Adobe Central Output Server Workstation Edition. If Licensee has licensed Adobe Central
Output Server Workstation Edition, then Adobe grants Licensee a license to install and use Adobe Central
Output Server Workstation Edition as Production Software on aPer-Computer basis. Licensee's use of the
Adobe Central Output Server Workstation Edition shall be limited to use directly or indirectly initiated by an
individual person (not an automated process) for the sole purpose of delivering output that has been processed
by the Adobe Central Output Server Workstation Edition software to the person that initiated such use.
3.5 Adobe Output Designer. If Licensee has licensed Adobe Output Designer, then Adobe grants Licensee
a license to install and use Adobe Output Designer as Production Software on aPer-Computer basis subject to
the following additional terms:
3.5.1 Network Use. As an alternative to installing and using the Adobe Output Designer software on
the Computer of each licensed Authorized User, Licensee may install and use the Adobe Output Designer
software on a file server for the purpose of (a) permitting Authorized Users to download the software for
installation and use on no more than the licensed number of Computers connected to Licensee's Internal
Network, or (b) permitting Authorized Users to use the software using commands, data or instructions from a
Computer connected to Licensee's Internal Network provided that the total number (not the concurrent number)
of Authorized Users that use the software does not exceed one user for each of the licensed number of
Computers. No other network use is permitted.
3.5.2 Limitation. Licensee shall be prohibited from using the templates, forms and other materials
created using the Adobe Output Designer software with any software other than Adobe software.
3.6 Development Software License. This Section 3.6 applies only if Licensee has obtained a valid
Development Software license to a Software Product. In addition to the other terms contained herein, Licensee's
license to the Development Software is limited to use in Licensee's technical environment strictly for testing and
development purposes and not for production purposes. Licensee may (a) install the Development Software on
Servers connected to Licensee's Internal Network provided that the total number of Computers used to operate
the Development Software does not exceed the licensed amount, and (b) permit Authorized Users to use the
Development Software in accordance with this Agreement.
4. Evaluation of Software Products. This Section 4 applies only if Licensee has obtained a valid license to
evaluate Software Products as separately provided in writing by Adobe or as indicated by the serial number
Licensee enters upon installation.
4.1 License. In addition to the other terms contained herein, Licensee's license to evaluate any Software
Product is limited to use strictly for Licensee's own internal evaluation purposes and not for production
purposes, and is further limited to a period not to exceed sixty (60) days from the date Licensee obtains the
Software Products. Licensee may (a) install the Software Products on one (1) Computer connected to Licensee's
Internal Network, and (b) permit Authorized Users to use the Software Products to deliver content within
Licensee's Internal Network. Licensee's rights with respect to the Software Products are further limited as
described in Section 4.2.
4.2 Limitations. Licensee's rights to install and use Software Products under this Section 4 will terminate
immediately upon the eazlier of (a) the expiration of the evaluation period described herein, or (b) such time that
Licensee purchases a license to anon-evaluation version of such Softwaze Products. Adobe reserves the right to
terminate Licensee's license to evaluate Softwaze Products at any time in its sole discretion. Licensee agrees to
return or destroy Licensee's copy of the Softwaze Products upon termination of this Agreement for any reason.
To the extent that any provision in this Section 4 is in conflict with any other term or condition in this
Agreement, this Section 4 shall supersede such other term(s) and condition(s) with respect to the evaluation of
Softwaze Products, but only to the extent necessary to resolve the conflict. ADOBE IS LICENSING THE
SOFTWARE PRODUCTS FOR EVALUATION ON AN "AS IS" BASIS AT LICENSEE'S OWN RISK. SEE
SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH
GOVERN EVALUATION OF SOFTWARE PRODUCTS.
5. Intellectual Property Rights. The Software and any copies that Licensee is authorized by Adobe to make
are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure,
organization and code of the Software are the valuable trade secrets and confidential information of Adobe
Systems Incorporated and its suppliers. The Software is protected by copyright, including without limitation by
United States Copyright Law, international treaty provisions and applicable laws in the country in which it is
being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property
rights in the Software and all rights not expressly granted are reserved by Adobe.
6. Updates. If the Softwaze is an upgrade or update to a previous version of the Software, Licensee must
possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates
are provided to Licensee on a license exchange basis. Licensee agrees that by using an upgrade or update
Licensee voluntarily terminates Licensee's right to use any previous version of the Softwaze. As an exception,
Licensee may continue to use previous versions of the Softwaze on Licensee's Computer after Licensee uses the
upgrade or update but only to assist Licensee in the transition to the upgrade or update, provided that the
upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be
licensed to Licensee by Adobe with additional or different terms.
7. WARRANTY
7.1. Warranty. Adobe warrants to Licensee that the Softwaze will perform substantially in accordance with
the Documentation for the ninety (90) day period following shipment of the Softwaze when used on the
recommended operating system, platform and hardwaze configuration. This limited warranty does not apply to
evaluation software (as indicated in Section 4), patches, sample code, sample files and font software converted
into other formats. All warranty claims must be made within such ninety (90) day period. If the Software does
not perform substantially in accordance with the Documentation, the entire liability of Adobe and Licensee's
exclusive remedy shall be limited to either, at Adobe's option, the replacement of the Software or the refund of
the license fee paid to Adobe for the Software.
7.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE
BY ADOBE AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE'S, ITS AFFILIATES'
OR ITS SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED
WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE
EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE IN LICENSEE'S JURISDICTION, ADOBE, ITS AFFILIATES AND ITS SUPPLIERS
PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER
MATTERS, INCLUDING PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE
AND AS OTHERWISE PROVIDED IN SECTION 4, IN NO EVENT WILL ADOBE, ITS AFFILIATES OR
TTS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS
WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY
LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS
INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY
A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBII,TTY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS
AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE
EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this Agreement limits Adobe's liability to
Licensee in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit
(fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and
limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further
information, please see the jurisdiction specific information at the end of this agreement, if any, or contact
Adobe's Customer Support Department.
9. Governing Law. This Agreement, each transaction entered into hereunder, and all matters arising from
or related to this Agreement (including its validity and interpretation), will be governed and enforced by and
construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the
Software is purchased when Licensee is in the United States, Canada, or Mexico; or (b) Japan, if a license to the
Software is purchased when Licensee is in Japan, China, Korea, or other Southeast Asian country where all
official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script
based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to
the Software is purchased when Licensee is in any other jurisdiction not described above. The respective courts
of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese
law applies, and the competent courts of London, England, when the law of England applies, shall each have
non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by
the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly excluded.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.
Updates may be licensed to Licensee by Adobe with additional or different terms. The English version of this
Agreement shall be the version used when interpreting or construing this Agreement. This is the entire
agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations,
discussions, undertakings, communications or advertising relating to the Software.
11. Notice to U.S. Government End Users.
11.1 Commercial Items. The Software and Documentation are "Commercial Item(s)," as that term is defined
at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer
Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as
applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being
licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are
granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the
copyright laws of the United States. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704,
USA.
11.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe
Software for acquisition by the U.S. Government, or any contractor therefore, Licensee will license consistent
with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1
and 227-7202-4 (for the Department of Defense). For U.S. Government End Users, Adobe agrees to comply
with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as
amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and
Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through
60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence
shall be incorporated by reference in this Agreement.
12. Compliance with Licenses. Adobe may, at its expense, and no more than once every twelve (12)
months, appoint its own personnel or an independent third party to verify the number of copies and installations,
as well as usage of the Adobe softwaze by Licensee. Any such verification shall be conducted upon seven (7)
business days notice, during regular business hours at Licensee's offices and shall not unreasonably interfere
with Licensee's business activities. Both Adobe and its auditors shall execute a commercially reasonable non-
disclosure agreement with Licensee before proceeding with the verification. If such verification shows that
Licensee is using a greater number of copies of the Software than that legitimately licensed, or are deploying or
using the Software in any way not permitted under this Agreement and which would require additional license
fees, Licensee shall pay the applicable fees for such additional copies within thirty (30) days of invoice date,
with such underpaid fees being the license fees as per Adobe's then-current, country specific, license fee list. If
underpaid fees are in excess of five percent (5%) of the value of the fees paid under this Agreement, then
Licensee shall pay such underpaid fees and Adobe's reasonable costs of conducting the verification.
13. Third-Party Beneficiary. Licensee acknowledges and agrees that Adobe's licensors (and/or Adobe if
Licensee obtained the Software from any party other than Adobe) are third party beneficiaries of this
Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of
such licensors and/or Adobe.
Adobe is either a registered trademark or trademark of Adobe Systems Incorporated in the United States and/or
other countries.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Tyler Technologies, Inc.
ERP and School Division
Village of North Palm Beach
Name: ~~~~~~ ~° o ~~.J~
Title: ~~D~~ ~,~~~~~~~
Date: ~ ~°~~9 ~~0. ~®66