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HomeMy WebLinkAbout2010-047ORDINANCE NO. 2010-047 AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE CITY OF CARROLLTON UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, FOR THE PURCHASE OF INCODE SOFTWARE FOR THE CITY OF DENTON MUNICIPAL COURT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4465-INTERLOCAL AGREEMENT FOR INCODE SOFTWARE FOR MUNICIPAL COURT WITH THE CITY OF CARROLLTON, CONTRACT AWARDED TO TYLER TECHNOLOGIES, INC IN THE AMOUNT OF $2585185). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to purchase municipal court software in the amount of $258,185 from Tyler Technologies, Inc. under competitive bids received by the City of Carrollton in accordance with an Interlocal Cooperative Purchasing Program Participation Agreement under Section 271,102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION..3_. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � day ofj/ --32010. W MARK OU HS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: , APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY.. 3-0RD- e 4465 11iIm, T anuary 4. 20'7 a .......:... w�r�t ,......... .... .... .... .. .a.,,'„ :::ETA;•;:: ;�:.: �:� '. /Nroernmon't . 3 Gcc D iViSion .::..,.,....,..:::, .... .. .. ,i �,.-.,..: v ,. iq . _ '% G.. I _ LLI bDoc ii - - i i �� a F-806,797,0761 1.= it I e rlec h ,,coin ............ . ..„ ... ..::.... ............................. ... c. 'll t y I A :1 f s 5519 530 Street Lubbock, Texas 79414 P: 800.646.2633 F: 806. 797.4849 January 4, 2010 www.tv�ettech.com Kevin Gunn City of Denton 601 E. Hickory Denton, TX 76205 Dear Kevin, We appreciate the trust and confidence you have placed in Tyler Technologies by choosing to purchase our Court Case Management Solution for the City of Denton. We will do our best to honor your trust with quality products and support. I am enclosing Tyler Technology's standard agreements for you to review. These agreements outline the products and services purchased and the governing language establishing our respective responsibilities. During your review, if you have any questions about these agreements, please call Lee Midkiff. Please return an executed copy of these agreements to Tyler Technologies, attn: Lori Dudley Sales Administration Manager, via Federal Express or UPS. If the agreements are not returned within 90 days from the issue date, they will be voided and prices are subject to change. Additionally, please keep one copy for your records. In addition, please return a completed copy of your state's Sales and Use Tax Exemption Certification and/or Resale Certificate. We are required to charge sales tax unless we receive this documentation. Also, please verify the files to be converted by Tyler Technologies, if any. If all the files that you have requested to be converted are not included in these agreements, then please notify us immediately. When the signed and executed agreements have been received by the Tyler Technologies office, implementation will proceed. You will receive communication regarding the following documents: • A Customer Survey • The Hardware System Requirements • Sample Forms Packet (if applicable) • Conversion Statement (if applicable) • Customer Signature Page • Additional items as needed Once the appropriate items are reviewed, completed and returned to Tyler Technologies, our Scheduling Coordinator will contact you to facilitate the implementation process. Again, thank you for choosing Tyler Technologies. We look forward to working with you and the other staff members at the City of Denton. Sincerely, S. Brett Cate President, Local Government Division AGREEMENT FOR COMPUTER SOFTWARE LICENSE AND SERVICES This agreement (the "Agreement") is made by and between the City of Denton, Texas (the "CITY") and Tyler Technologies, Inc. (the "VENDOR"). 1. Definitions a. Authorized Site. CITY shall use the Software only on the computer equipment at the location (the "Authorized Site") listed below: Denton Municipal Court and/or Denton Police Department and/or Denton Resolution Center b. Certificate of Installation. The term "Certificate of Installation" shall mean a written notice signed by VENDOR, certifying that the Software has been installed and that the Software substantially complies with the specifications set forth in Exhibit A, attached hereto and made a part of this Agreement for all purposes. C. CITY. The term, "CITY" shall mean the City of Denton, Texas. d. Effective Date. The term, "Effective Date" shall have the meaning set forth in subsection 13a of this Agreement. e. Exhibits. The following are exhibits to this Agreement, and are hereby incorporated herein and made a part hereof for all purposes. To the extent there is a conflict with this Agreement and its exhibits, the terms of this Agreement will apply. (i) Exhibit A: Software Specifications (ii) Exhibit B: Itemization of Goods and Services Provided (iii) Exhibit C: Training Requirements (iv) Exhibit D: Fees (v) Exhibit E: Implementation Plan (vi) Exhibit F: Data Conversion Process (vii) Exhibit G: Maintenance Agreement f. Fees. The term "Fees" shall mean the fees as set forth in Exhibit D of this Agreement. E g. Indemnities. The term "Indemnities" shall have the meaning set forth in subsection 11 a of this Agreement. h. Infringement Claim. The term "Infringement Claim" shall have the meaning set forth in subsection 11 a of this Agreement. i. Software. The term "Software" shall mean the computer procedures, rules, and documentation concerned with the operation of a data processing computer system as described in the specifications set forth in Exhibit A. The term "Software" includes any corrections, bug fixes, enhancements, updates, or other modifications, including custom modifications, to such computer and user manuals. j. Source Code. The term "Source Code" shall have the meaning set forth in subsection 3d of this Agreement. k. Source Code Event. The term "Source Code Event" shall mean the occurrence of any of the events set forth in subsection 3d (i) of this Agreement. I. Testing Period. The term "Testing Period" shall mean the period of time set forth in subsection 4d of this Agreement. M. Unauthorized Code. The term "Unauthorized Code" shall have the meaning set forth in subsection 9j of this Agreement. n. VENDOR. The term "VENDOR" shall mean Tyler Technologies, Inc., a Delaware corporation. 2. VENDOR's Obligations in General. In accordance with this Agreement, Vendor shall supply the goods and services identified in this Section. a. The hardware, software, documentation, and any other items identified in Exhibit B, attached hereto and made a part hereof for all purposes; b. The necessary licenses for the Software as set forth in this Agreement; C. The delivery, installation, data conversion, maintenance, and related services for the items identified in Exhibit B; d. The training of CITY's personnel as set forth in Exhibit C, attached hereto and made a part hereof for all purposes; and e. All other goods and services, although not specifically described in this Agreement, but that are nevertheless reasonably necessary to VENDOR's performance pursuant to this Agreement. 4 f. Following the warranty period set forth in this Agreement and provided that the CITY has duly executed (and is not in breach of) the Maintenance Agreement, VENDOR shall provide the maintenance and support services with respect to the Software as set forth in the Maintenance Agreement attached hereto as Exhibit G. 3. License a. Grant of License. VENDOR grants CITY, pursuant to the terms and conditions of this Agreement, a perpetual, irrevocable, and nonexclusive license to use the Software, subject to CITY'S payment in full of the license fees set forth on Exhibit D and the restrictions on use set forth in this Agreement. b. Restrictions on Use. CITY agrees to use the Software only for CITY's business. CITY shall not permit any third party to use the Software. CITY shall not (i) reverse engineer, de -compile, or disassemble any portion of the Software or (b) sublicense, transfer, rent, or the lease the Software or its usage. C. Copies. CITY, solely to enable it to use the Software, may make one archival copy of the Software's computer program, provided that the copy shall include VENDOR's copyright and any other proprietary notices. The Software delivered by VENDOR to CITY and the archival copy shall be stored at CITY's site. d. Source Code. VENDOR maintains an escrow agreement with an escrow services company under which Company places the source code for each major release of the Software (the "Source Code"). VENDOR shall include the CITY as a beneficiary on its escrow account, the initial annual fee for which is set forth on Exhibit D. CITY shall be responsible for maintaining its status as a beneficiary. This subsection sets forth the CITY's right concerning the source code form of the Software (the "Source Code"). (i) "Source Code Event" means the occurrence of one or more of the following events: (A) VENDOR files for bankruptcy and fails when requested by the CITY for more than 15 days to provide any services under any agreement between the CITY and VENDOR relating to the Software; (B) VENDOR materially breaches its obligations to provide any maintenance and support service under any agreement between the CITY and VENDOR relating to the Software and fails to cure such breach within 30 days after the CITY's written notice to VENDOR; 3 (C) VENDOR ceases to offer software maintenance for the Software other than on a time and materials basis; (D) There is a change in control of VENDOR; or (E) VENDOR ceases to be the owner of the Software. (ii) If and only if a Source Code Event occurs, the CITY may access and modify the Source Code as necessary or useful for the CITY's rights and uses of the Software as set forth herein. 4. Delivery, Installation, Data Conversion, Testing and Acceptance a. Delivery. VENDOR shall deliver the Software to CITY in accordance with Exhibit E, Implementation Plan. b. Installation. VENDOR shall install the Software at the Site in accordance with Exhibit E, Implementation Plan. CITY shall grant VENDOR access to the Site and the computer system for the period of time required for such installation, and shall give VENDOR priority use of such system during installation. Upon completion of installation, VENDOR shall deliver to CITY a Certificate of Installation. C. Data Conversion. VENDOR and the CITY shall perform their respective duties for data conversion as set forth on Exhibit F, Data Conversion Process. d. Testing. CITY shall have sixty (60) days, commencing upon delivery of the Certificate of Installation, to test the Software for compliance with the specifications set forth in Exhibit A (the "Testing Period"). During the Testing Period, CITY shall immediately provide notice to VENDOR of any failure of the Software to substantially comply with Exhibit A. Upon receipt of such notice, VENDOR shall promptly remedy the failure and install a fix. If such notice is provided by CITY to VENDOR, the Testing Period shall be extended through the thirtieth (301") day after VENDOR's last receipt of notice of a failure of the Software to comply with Exhibit A or ninety (90) days after the delivery of the Certificate of Installation, whichever occurs first. e. Acceptance. Acceptance shall occur (i) upon CITY's delivery of notice to VENDOR that the Software substantially complies with the specifications set forth in Exhibit A, or (ii) if CITY does not provide notice of a failure of the Software within thirty (30) days of the Testing Period, then upon the close of the Testing Period. 4 f. Missing Components. Except as provided elsewhere in this Agreement, if any items necessary for the turnkey installation of the Software required by CITY to cause the Software to function in accordance with this Agreement, VENDOR shall license such software and convey such items to CITY at no additional charge to CITY; provided, however, that such items do not relate to internal systems of the City that were not disclosed to VENDOR prior to VENDOR'S submission of the Proposal. 5. Fees In consideration for the license granted by VENDOR, and the other goods and services provided for herein under this Agreement, CITY shall pay VENDOR a fee as set forth in Exhibit D (the "Fees"), which shall be due and payable by the CITY in accordance with Exhibit D. 6. Ownership a. Subject to the provisions of this Agreement, CITY and VENDOR agree that VENDOR owns all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates, interfaces, or other modifications made by VENDOR. b. All training manuals, technical documentation, and other related written materials developed solely by either party shall be the sole property of such party. Any training materials developed jointly by the parties shall be owned jointly by the parties, and each party shall be entitled to exercise all rights of ownership of such materials without any duty to account to the other. C. All CITY data shall remain the property of the City, and VENDOR shall not use such data other than in connection with providing the services pursuant to this Agreement. 7. Confidential Information Except as otherwise provided by law and this Agreement, the parties hereto agree that all proprietary and confidential information disclosed by the other during the performance of this Agreement shall be held in confidence and used only in performance of this Agreement. If such information is publicly available, already in one party's possession or known, or is thereafter rightfully obtained by one party from sources other than the other party, there shall be no restriction in its use. 8. Training VENDOR shall provide a training program as described in Exhibit C. 5 9. Warranties a. VENDOR warrants that the information provided in its response to CITY's Request for Proposal for Software License is correct in all material respects and that CITY may rely on said response, attached hereto as Exhibit G and made a part of this Agreement for all purposes. b. VENDOR, and all personnel of VENDOR engaged in installing, maintaining, and supporting the Software, and providing training thereon, comply with all federal, state, and local laws, regulation, orders, and ordinances pertaining to this Agreement, and have the skill and knowledge typically possessed by members of their trade. C. The Software, when installed at the Site in accordance with this Agreement, will substantially conform to the Software specifications set forth on Exhibit A and to the then current version of its published current specifications. d. After final acceptance of the Software, the Software will substantially conform to the specifications set forth in Exhibit A for so long as CITY has a written agreement with VENDOR to provide maintenance. If the Software does not perform as warranted, VENDOR shall comply with its obligations under the Maintenance Agreement. e. All services provided pursuant to this Agreement and/or any Maintenance Agreement will be performed with due care and in a workmanlike manner in accordance with reasonable commercial standards. f. To the best of VENDOR's knowledge, information, and belief, there has been no legal action regarding the Software in the six years prior to the Effective Date, there is no action threatened and/or pending of any kind or nature that would affect VENDOR's ability to fulfill its obligations arising out of this agreement. g. VENDOR has full authority to perform its obligations arising out of this Agreement, as well as any enhancements, modifications, maintenance, and upgrades, and that such performance shall not infringe the patent, copyright, trademark, and/or misappropriate the trade secret and/or other proprietary right of anyone. h. VENDOR recognizes that CITY is unfamiliar with the licensed or custom program, and that CITY may justifiably rely on VENDOR's representation concerning the amount of training necessary. 1.1 i. VENDOR has full authority to grant to CITY the license for the Software and to perform the services described in this Agreement and/or any Maintenance Agreement. j. No computer "virus," "bug," "logic bomb," "worm," "back door," "trap door," "drop dead," or "time lock" (as such terms are known in the computer industry), intentionally included disabling instructions, and/or similar latent features (collectively, "Unauthorized Code"), is present in the Software, as follows: (i) Upon installation, VENDOR has examined thoroughly the Software with the most advanced techniques and software then available and has promptly removed such Unauthorized Code, if any, that VENDOR has discovered. (ii) Neither VENDOR nor an agent or employee of VENDOR has intentionally placed Unauthorized Code in the Software. (iii) Neither VENDOR nor an agent or employee of VENDOR shall introduce any Unauthorized Code to the Software. k. For one hundred eighty (180) days following the CITY's receipt of the Certificate of Installation, VENDOR shall, at its sole expense, promptly repair or replace any and all Software that fails to conform to any warranty specified in this Agreement, after which time the terms of the Maintenance Agreement shall apply. I. For the duration of this Agreement, the Software will, at all times, correctly use, store, calculate, display, and function with dates later than December 31, 1999 and with dates earlier than January 1, 2000; that the year 2000 is recognized as a leap year with 366 days, and that all dates include the century. THE WARRANTIES SET FORTH IN THIS SECTION 9 OR ELSEWHERE IN THE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7 10. Limitation of Liability. IN NO EVENT SHALL VENDOR BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY NYCONNECTSONOR FAILURE WITH THE TO REALIZE SAVINGS ARISINC7OUT OF USE OF THE SOFTWARE. 11. Indemnification a. Intellectual Property Indemnities. VENDOR shall defend, indemnify, and hold harmless CITY, its City Council, officers, agents, and employees (individually and collectively, the "Indemnitees"), at VENDOR's expense, from and against any and all losses, damages, and expenses including reasonable attorney's fees), claims, and actions (individually and collectively an "Infringement Claim") arising out of a claim that any material or service furnished pursuant to this Agreement and/or any Maintenance Agreement infringes a patent or copyright or violates any trade secret or proprietary rights of another. VENDOR shall pay Infringement Claims suffered by or awarded against Indemnitees, or if such claim is settled, VENDOR agrees to pay such settlement amount, provided that: (i) VENDOR shall be notified promptly in writing of any action and related claim. (ii) VENDOR shall have sole control, after consultation with CITY, of the defense of any action including the right to select counsel and to settle; provided, however, that VENDOR shall not enter into any settlement that in any way diminishes CITY's rights or VENDOR's obligations arising out of this Agreement, without first obtaining CITY's express, written consent. (iii) As to any part of the Software which is subject to a claim of infringement or misappropriation, VENDOR may elect to, at its sole expense, (1) obtain the right of continued use of such part of the program for CITY, or (2) replace or modify such part of the program to avoid such claim; provided such replacement or modification does not materially —diminish CITY'S rights or VENDOR's obligations under this Agreement. The indemnity set forth in this Section 11(a) does not apply to the extent that such a claim is attributable to modifications of the Software made by the CITY, or any third party pursuant to the CITY'S directions, or upon the unauthorized use of the Software by the CITY. b. Additional Indemnities. VENDOR agrees to indemnify, hold harmless, and defend the Indemnitees from and against liability for any and all suits, actions, or other claims for fraud, civil rights violations, or for property damage or personal injury of any character, name, and description brought for or on account of any negligent act or fault of VENDOR or of any agent, employee, permitted subcontractor, or supplier in the execution of, or performance under this Agreement and/or any Maintenance Agreement; provided, however, that VENDOR shall not be liable herein to indemnify the Indemnities against liability for damages arising out of bodily injury to people or damage to property to the extent that such bodily injury or property damage is caused by or resulting from the actions, negligent or otherwise, of any of the Indemnities. VENDOR shall pay any judgment with costs which may be obtained against Indemnitees arising out of such injury or damages, including reasonable attorneys' fees. C. VENDOR's Safety Responsibilities. VENDOR further agrees that it shall at all times exercise reasonable precautions on behalf of, and be solely responsible for the safety of VENDOR's officers, agents, employees, permitted subcontractors, licensees, and invitees. VENDOR expressly agrees that CITY shall not be liable for the negligence of VENDOR or a permitted subcontractor, including that of VENDOR's officers, agents, employees, and those of a permitted subcontractor. d. Indemnity Provisions Additional to Other CITY Remedies. VENDOR and CITY agree that this indemnity provision shall be considered in addition to such other remedies as CITY may possess at law and in equity. This indemnification obligation shall not be limited in any way by any limitations on the amount or type of damages, compensation or benefits payable for or by VENDOR or any permitted subcontractor, manufacturer, or supplier under the Worker's Compensation Act, disability benefit acts, or other employee benefits acts. e. Claims for Labor and Materials. VENDOR shall indemnify and save harmless Indemnitees from all claims for labor and materials furnished under this Agreement. When requested by CITY, VENDOR shall submit satisfactory evidence that all persons, firms, or corporations, who have done work or furnished materials under the Agreement have been fully paid or satisfactorily secured. In case such evidence is not furnished or is not satisfactory, an amount shall be retained from monies due VENDOR which, in addition to any other sums that may be retained, will be sufficient, in the opinion of CITY, to meet all claims of the persons, firms, and corporations as aforesaid. Such sum or sums shall be retained until the liabilities as aforesaid are fully discharged or satisfactorily secured. f. Final Payments. Final payment to VENDOR by CITY will not be made while any suit or claim referred to in this Section [regarding indemnity] remains unsettled or until all appeals are exhausted. A g. Protection of Property and Public Liability. VENDOR shall pay for any damages resulting from its operations. VENDOR shall be fully responsible for the protection of all persons, including members of the public and employees of other contractors of permitted subcontractors and all public and private property. 12. Insurance Requirements. a. VENDOR shall provide and maintain Workers Compensation with statutory limits. Said policy shall contain a Waiver of Subrogation in favor of the City. b. VENDOR shall provide and maintain in full force and effect during the time of this Agreement, auto liability insurance (including, but not limited to, insurance covering the operation of owned and non -owned automobiles, trucks and other vehicles) protecting VENDOR and CITY as an Additional Insured with limits not less than one million dollars ($1,000,000.00) per accident for any auto. C. VENDOR shall provide general Liability Insurance. Such insurance shall have limits of not less than one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) annual aggregate. Such insurance policy shall be in an occurrence form; "claims made" policies are not acceptable. The general Liability Insurance must name the CITY as an Additional Insured. d. VENDOR shall also provide and maintain Professional Liability Errors and Omissions Insurance coverage to protect VENDOR and CITY from liability arising out of the performance of professional services, if any, under this Agreement. Such coverage shall be in the sum of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance shall be kept in effect for four years after the completion of the contract. If VENDOR fails to maintain the insurance covered during that time, CITY may pay the premiums to keep the insurance in effect and recover the cost from the VENDOR. e. A signed Certificate of Insurance, satisfactory to CITY, showing compliance with the requirements of this Article shall be furnished to CITY before any services are performed. Such Certificate shall provide 30 days written notice to CITY prior to the cancellation or modification of any insurance referred to therein and continue to issue such certificate for four years after completion of the contract. No deductible shall apply to any demand made by CITY for coverage. f. All of VENDOR's insurance providers shall be admitted and authorized to do business in the State of Texas and shall be rated at least A:V in A.M. Best & Company's Insurance Guide. Insurance policies and certificates issued by non -admitted insurance companies are not acceptable. IN g. Any deductibles or self -insured retentions must be stated on VENDOR's certificates of insurance, which shall be sent to and approved by CITY. 13. Term and Termination. a. Effective Date. This Agreement and the license granted herein shall take effect upon the date that the last party executes this Agreement. b. Termination for Default. Each party shall have the right to terminate this Agreement and the license granted herein upon the occurrence of the following events: (i) In the event the other party violates any material provision of this Agreement and after receipt of written notice either (A) the alleged breaching party fails to remedy such breach within thirty (30) days or (B) if such breach cannot be cured within such thirty (30) day period and the alleged breaching party demonstrates the reasons therefor, the alleged breaching party does not have a mutually agreeable plan to remediate such breach within such thirty (30) days; or (ii) In the event the other party (A) terminates or suspends business, (B) becomes subject to any bankruptcy or insolvency proceedings under Federal or state statute, (C) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority, or (D) has wound up or liquidated, voluntarily or otherwise. C. Termination for Lack of Appropriated Funds. VENDOR agrees that, should the City Council governing CITY fail to appropriate funds to pay for goods or services not already accepted under this Agreement, CITY may terminate this Agreement without penalty or further obligation as to the goods or services not accepted; provided, however, that in such event, CITY shall pay for all goods and services delivered prior to the notice of termination, CITY shall not be entitled to a refund of any monies paid, and if not paid in full, the license granted herein shall terminate. 14. Assignment. Neither VENDOR nor CITY may assign this Agreement without the express, prior written consent of the other party. A sale of fifty percent (50%) or more is an assignment. 11 15. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure results from fire, explosion, act of God, or of the public enemy, war, civil disturbance, terrorism, quarantine, epidemic, or catastrophe. 16. Notices. All notices under this Agreement shall be given in writing and by certified mail, return receipt requested, at the addresses appearing below: A. Notice to CITY Kevin Gunn, Director Technology Services City of Denton, Texas 215 E. McKinney Street Denton, TX 76201 B. Notice to VENDOR 5513 — 53rd Street Lubbock, Texas 79414 Attn: Brett Cate 17. General Provisions a. Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral or written, between the parties relating to this Agreement. b. Amendment. This Agreement may not be modified, altered, or amended except by written instrument duly executed by both parties. C. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. d. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statue or rule of law, it is to that extent to be deemed omitted. The remainder of the agreement shall be valid and enforceable to the maximum extent possible. e. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Texas. 12 f. Venue. Any lawsuit arising out of this Agreement shall be tried in Denton County, Texas, or, if brought in the federal courts, in the Northern District of Texas. g. Relationship of parties. This Agreement does not create a partnership or joint venture relationship, nor does it authorize any party to serve as the legal representative or agent of the other. The relationship of VENDOR to CITY shall be that of an independent contractor. IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of each party hereto. THE CITY OF DENTON By: Nami Title: Date APPROVED AS TO CONTENT TYLER TECHNOLOGIES, INC. By: Name: S. Brett Cate Title: President Local Government Division Date: 1 /4/10 APPROVED AS TO FORM By: By: 2_ City Attorney 13 Exhibit A Software Specifications 1. Master files are used to reduce the need to re-enter often used information, codes, persons, and vehicles. 2. A "List Window" for all fields marked with an * allows the user to select code from the screen during input without having to look up information in separate manuals, and provide the ability to add new codes from a lookup window without exiting to a file maintenance program. 3. All dates in the system use a four (4) digit year. The following is a partial list of user selected options that must be provided: 4. Docket numbers can be manually entered, automatically entered by the system, or the citation number can be automatically used as the docket number. 5. The street name and/or block used in the location of a violation can be validated against a Master Street Index to verify spellings and block numbers. This feature can be de -activated. A zip code file should be used to automatically enter city, state, and area code. 6. The City name, State, and zip code can be defaulted for new citation entry. 7. The user can define unlimited warrant types. 8. The user can optionally keep a history of previous addresses for persons in the Master Name file. 9. The user can optionally add a fee to citations involving an accident 10. A fee can be added to warrants when issued. This is done for each of the warrant types. 11. The system allows partial payments to be taken for a fine and distributed to the fees/costs/fines, fines/fees/costs, or a percentage to fees/costs/fines. 12. The systems does not allow the same docket number or citation number to be used more than once. Ci to tion File 13. The system allows the user to attach multiple violations to the basic citation information. Each citation has the fine and multiple fees and/or court costs attached to it. The fees/costs/fine can be increased or decreased without affecting other citations with the same violation. 14. If a violator is a juvenile at the time of the violation, an indicator is set for that citation to so indicate. Citation General Data Collected by the System 15. Citation number 15. Date violation occurred 17. Time violation occurred, can be military or AM/PM 18. Date citation filed in Court 19. Was an accident involved? 20. Was hazardous material involved? 21. Name of the violator (see Master Name File for detail)* 22. Information on vehicle involved (see Master Vehicle File for detail)* 23. officer issuing citation (see officer File for detail)* 24. County where violation occurred Violation Information Collected by the System (multiple violations per citation) 25. Docket number (assigned by system, manually entered, or same as citation no.) 26. offense* 27. Location of the violation (block, street)* 28. Intersection? 29. Location of intersection (block, street)* 30. Location grid (user defined) 31. Attorney of record (from Attorney file)* 32. Judge scheduled to hear case (from Judge file)* 33. Plea entered* 34. Date plea entered 35. Date of conviction 35. Date conviction reported to State 37. Current case event status* 38. Due date of current event 39. Due time of current event Pending Information 40. Pending event status #1 41 . Pending due date of event #1 42. Pending due time of event #1 43. Pending event status #2* 44. Pending due date of event #2 45. Pending due time of event #2 46. Pending event status #3* 47. Pending due date of event #3 48. Pending due time of event #3 Misc. General Information Gathered by the System 49. Warrant status of case 50. Fees due for case 51. Court costs due for case 52. Fines due for case 53. Total amount due for case 54. Bond set by Judge 55. Bond posted by violator 56. Type of bond posted 57. Indicator for "No Bond" 58. Bond agent or attorney 59. Drivers License suspended? 60. Suspended date 61. End suspension date 62. Date suspension report to State 63. Special sentencing 64. other complainant 65. Posted speed limit 66. Actual alleged speed 67. ❑irection of travel 68. Construction zone 69. Road conditions 70. Traffic conditions 71. Weather conditions 72. Type of radar used 73. A complaint form can be printed for each violation on each citation entered. Certain violations can be flagged to not print a complaint. The complaint form for each violation is user defined. 74. A user defined letter can be produced automatically to send to the parent/guardian of juvenile offenders, General Citation Reports 75. List Citations by Violation Date 76. List Citations by Filed Date 77. List Citations by Citation Number 78. List Citations by Docket Number 79. List Citations by Violator Name 80. List Citations by Officer 81. List Citations by Violation 82. List Citations by Location 83. List Citations by Court Date 84. List Citations by Due Date and Event 85. List Citations on Payment Plan Master Name File 86. The Master Name file holds information on all persons in the court system. once a person is added, they can be attached to multiple citations without re-entering their personal information. A soundex code is generated for the first and last name to allow searching for names that sound the same but are spelled differently. 87. A history file can be kept on changes of address on a person to assist in warrant service. The following information can be maintained: General Information Gathered by the System 88. Last Name 89. First Name 90. Middle Name 91. Suffix Name 92. Soundex code last name 93. Soundex code first name 94. Date of birth 95. Sex* 96. Race* 97. Hispanic Ethnic Designator* 98. Height 99. Weight 100. Hair Color* 101. Eye Color* Drivers License information Gathered by the System 102. Drivers license number 103. Drivers license State* 104. Drivers license expi r. year 105. Drivers license type* 106. Drivers license CDL? 107. Other General Information 108. Other ID number 109. Soc Sec number 110. Address 111. (block, street, apartment no, city, state*, zip) 112. Home phone 113. Occupation 114. Employer 115. Employer address 116. (block, street, city, state*, zip) 117. Work phone General Master Name Reports 118. List of person by name. 119. List of person by sex, race, date of birth, ethnicity. 120. List of persons with associated vehicles Master Vehicle File Requirements 121. The Master Vehicle file holds information on all vehicles. Once a vehicle is added, it can be attached to multiple citations without re-entering the information. 122. Make of vehicle* 123. Model of vehicle* 124. Body style of vehicle* 125. Year of vehicle 126. Vehicle color* 127. Commercial vehicle? 128. V11V 129. License plate Slate* 130. License plate number 131. License plate expiration year General Master Vehicle Reports 132. List of vehicles by make, model, year. 133. List of vehicles by license plate information. 134. List of vehicles with associated persons. Officer Master File Information 135. The Officer Master file allows officers to be associated with their citations without typing in the names every time. 136. Citation books can be entered as they are given to officers to keep track of citation books issued verses citations issued. 137. The days off schedule can be maintained for the officers to assist in court scheduling. 138. An officer's badge/id number can be changed without affecting citations already entered into the court system. 139. Officer agency* 140. Officer badgefid number 141. Officer last name 142. Officer first name 143. Officer middle initial 144. Officer rank 145. Officer phone number 146. Officer pager number 147. Officer shift assignment* 148. Officer days off General officer Reports 149. List of officers by name. 150. List of officers by agency/badge/id number. 151. List of officers by days off. 152. List of officers by shift assignment. 153. List of citation books assigned to an officer. 154. Outstanding citations by officer. AttorneylBond Co. & Collection Agency Master File 155. The Attorney/Bond Co. & Collection Agency Master file should eliminate the need to type in attorney information for cases. Lists can be run for cases by attorney or surety bonds by attorney/Bond Co or Collection Agency, 156. Attorney Bond Company or Collection Agency 157. Contact Person 158. FirmlCompany name 159. FirmlCompany address 160. Block 161. Street 162. City 163. state* 164. ,Zip 165. Phone number 166. Bond Limit General AtforneylJudgelBond co. Reports 167. List of Bond companies by name. 168. List of attorneys by name. 169. List outstanding bonds by attorney/Bond company 170. List pending court cases by attorney. Warrant Master File Information 171. Warrants can be issued automatically by the system or selected by the user and printed by the system. Served warrants can be left in the system for historic information. 172. The user can define an unlimited number of warrant types and set up the wording for each. A warrant fee can automatically be added to the fees and costs when a warrant is issued. 173. warrant number 174. Type of warrant (user defined) 175. Date warrant was issued 176. Amount of bond set for warrant 177. amount due for warrant 178. Name of person warrant issued for (from Master Name file) 179. vehicle information (from Master vehicle file) 180. Date warrant closed 181. How closed (served, recalled, canceled) 182. Person closing warrant 183. Officer warrant assigned to for service 184. State/Regional Data Bank Information 185. ID number 186. Date entered 187. Person entering information 188. Dale removed 189. Person removing information General Warrant Reports 190. List of Warrants Issued** 191. List of Warrants Cleared** 192. List of Warrants outstanding by date, person, or vehicle.** 193. List Warrants entered into State/Region data bank 194. List Warrants removed from State/Region data bank 195. **Option to include name/address information. 196. Warrant listing will show warrant for person requested as well as all aliases for that person. Payments and Disposition of Cases 197. The system will allow fees, costs, or fines to be changed when payments are entered. 198. The system will allow payment in full or partial payments. 199. Bonds can be posted and forfeited to pay fees/costs/fines. 200. Credit can be applied to a case for various types of community service or jail time. 201. Receipts are printed and numbered for each transaction. 202. Cases can be set for pretrial, hearings, trials by judge, or trials by jury and a case docket printed for each pending court session or prior court sessions. 203. Cases can be placed on probation, deferred adjudication, or driver safety course and tracked through completion. Paym err is Rep o rfs 204. Payments by date 205. Payments by Receipt number 206. Payments by Fees/Costs/Fines 207. Payments by G L account number 208. Fees/Cost distribution for quarterly report to State Disposition Reports 209. Conviction report to State (Texas format for mag media reporting) 21 o. Various court docket schedules by judge/date/type of trial. 211. Monthly judicial report to State. 212. List of persons requesting Drivers Safety Course. 213. List of cases pending by various status Bond Reports 214. Outstanding bond list. 215. Bonds Posted 216. Bonds Forfeited/Ref unded System Interface 217. Central Cash receipts Exhibit B Itemization of Goods and Services Provided Customer Name: City of Denton, TX - Municipal Court t I e r Contact; Kevin Gunn Date: January 4, 2010 Salesman: Lee Midkiff Software Licenses and Professional Services Application Software QTY License Fee Conversion INCODEPricing Estimated Hours Estimated Services Total Cost Annual Maintenance INCODE Court Case Management Criminal Court Case Management 1 115,500 19,000 160 20,000 154,500 28,876 Centralized Cash Collections 1 12,500 32 4,000 16,500 3,125 Citation Issuing Device interface (Brazos) 1 2,250 NIA NIA 2,250 563 Court INCODE Web Services 1 4,400 NIA NIA 4,400 1,100 General Ledger (non-INCODE) Interface 1 5,500 NIA NIA 5,500 1,375 Collection Agency Export Interface 1 2,750 NIA NIA 2,750 688 INCODE Printing and Reporting Solutions Secure Signatures (Includes 4 slgnatutes) 1 1,375 NIA NIA 1,376 344 Tyler Output Processor Tyler Output Processor Server 1 5,500 14 1,750 7,250 1,375 - Base Top Engine - Print Output Channel - Tyler Content Management Output Channel - Email Output Channel Laserfiche Output Channel 1 4,400 4 500 4,900 1,100 INCODE Content Management Laseffiche Court Suite Interface 1 4,400 8 1,000 5,400 1,100 INCODE Professional Services Project Management 15,000 15,000 Project Consulting 32 4,000 4,000 Final Implementation 80 10,000 10,000 System Software System Software 1 6,535 NIA 6,535 1,634 AccuODBC # users (L) 30 7,200 NIA 7,200 1,800 INCODE Subtotal 158,575 19,000 218 27,250 204,825 39,64 Project Management 15,000 15,000 Project Consulting 32 4,000 4,000 Final Implementation 80 10,000 10,000 INCODE System Software Subtotal 13,735 13,735 3,43 Total 172,310 19,000 330 56,250 247,560 43,07 AMAG L. 30 D Customer Name: City of Denton, TX - Municipal Court ty e r Contact: Kevin Gunn Date: January 4, 2010 Salesman: Lee Midkiff Conversion Breakdown Conversion Programming Estimated Application Software Fee Hours Estimated Services Court Case Management Ticket Master Fife (Subject to change based on Vendor) 16,000 32 4,000 Warrant Master File Included Docket Master File Included Conversion Total 15,000 32 4,000 E It P Customer Name: City of Denton, TX - Municipal Court Contact: Kevin Gunn ©ate: January 4, 200 Salesman: Lee Midkiff Cash Collection Hardware Misc. Hardware and Network Equip. CITY Purchase Price Installation Annual Expenses Maintenance Maintenance Source 0 N= Epsom TM-t1950P Receipt Validation Printer (Pa raHefj (L) 5 5,075 203 INCODE - 12 mos warranty Media Plus Automated Cash Draher (L) 5 1,000 40 INCODE - 12 mos warranty Mag Stripe Reader (L) 5 1,000 Topaz Signature Pad T-IA62 (L) 5 1,750 Court Eyeball Camera (L) 5 300 InstaIlafion and Configuration of Sys tern (# of Hours) 1 1,500 Total 9,125 1,500 243 Please refer to INCODE's RMA policy for all returns. F Customer Name: City of Denton, TX - Municipal Court t Y I e r Contact: Kevin Gunn . s Date: January 4, 20'10 Salesman: Lee Midkiff 1NCODE Student Center Service Annual Fee NCODE Student Center System INCODE Student Center Continuing Professional Education Credit - Unlimited Access to Webinars and Archived Webinars - Unlimited Access to Self Study Courses - Open for ALL Employees during subscription period - Monthly Webinars covering a variety of topics • Court Suite • General Knowledge - Online Self Study Courses - New Webinars and Self Study Courses added throughout the year Tyler Technologies, INC ODE Solution is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State Boards of Accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Website: www. nasba. ora 3,500 Total 3,500 G EXHIBIT C Training Requirements Contents Planoverview.........a,..r....a.................a.,aa.a..............a......a.........,.............a......a...........aa.a................................a....a...........a...................a 2 ApplicationTraining Objectives ........a.....■.....................a....■......................a..........a..a...................■.....s.......■■.a............................ 2 CourtCase Management ............ .a.a...a........googol ..............a..a..a.......................l...a.....a........a.......a......a....a..a...sa...... eve .....aaaa..........2 PrerequisiteInformation...................a..........a.................a........................................................a..........................................2 TrainingOverview ......................a.............a.........................r.........s.........................a..........aa..................................................■ TrainingObjectives .r..l..................■a..............■a.....a.................a..a....................a...............a.........a............................................■ 3 CentralizedCash Collections...............s...■...a..........a.....a.........a..r..............................a..a.........■...a...■.....................................au 4 PrerequisiteInformation ......................................a...........................................................a................................................. 4 Trainingoverview...................a..................................a......................■a..........a...................a...............a....................................4 Trainingobjectives..as...a........■aaasu...r...r■a...•.■.........•a•a•as...........a............aa.■.......................%sass..s... .....s..a.sua..s.... ..ua... ..ar..a. s...a. 4 TrainingMatrix.....sa...........................a.......a..........a.............a...................a..a.................s..■.............a.a............................................. 5 TrainingDates, Times and Location ..as...a..............s...............s..■............a....r..s.................r.................................................■ 5 PLAN OVERVIEW INCODE will conduct training meetings to discuss the plan, timeline, and training materials needed. Based on these meetings, a document will be prepared. The training materials will be provided as a separate document. The training plan provides class descriptions, a training matrix, training dates, time and locations, and personnel to be trained. Training will focus on all stakeholder related to this project. Training will be conducted by course name. APPLICATION TRAINING OBJECTIVES COURT CASE MANAGEMENT PREREQUISITE INFORMATION You will need the following items for training: ❑ List of badgehd numbers of persons filing complaints in the Court. ❑ Sample citations for practice entry. ❑ List of current violation codes and fee schedules. ❑ Sample complaints, warrants and letters. ❑ Sample of any required State reports. ❑ List of county roads. ❑ List of account numbers for fees and fines. ❑ List of general ledger cash account and bond account numbers. ❑ List of general ledger refund account numbers. TRAINING OVERVIEW 2of5 We will cover the following items during this training session ■ Setting up all code tables and documents. ■ Entering and maintaining citation information. ■ Citation dispositions. • Letters. ■ Master Name and Vehicle files. ■ Court Calendar. • Court Docket. • Complaints. • Non -Cash transactions. TRAINING OBJECTIVES Our objectives for the training sessions are ■ Citation Processing o Enter and make changes to citations/violations. o Move violations through various processes and dispositions. • Case Processing o Create and print Court Dockets. o Transaction Input • End -of -day Close out Procedures for Court ■ Manage the Court Calendar. • 'Currant Processing • warrant Reports ■ Jury Processing * Reports ■ Security • Forms, Complaint Documents o Create and print complaints. t y 3 of 5 I e /to ' ks-. o Create and print various letters. CENTRALIZED CASH COLLECTIONS PREREQUISITE INFORMATION ............ . ......You will need the following items for training: ❑ Listing of misc. receipt information with related general ledger account information. ❑ Current collection policies in regards as to how moneys are handled. TRAINING OVERVIEW We will cover the following items during this training session: • Creating endorsement codes. • Terminal maintenance. • Operator maintenance. • Adding transaction codes. • Taking single and multiple payments. • Operator processing. • Voiding a receipt. ■ Transferring information to subsystems. . ......... ....... . . ...... —­ ......TRAINING OBJECTIVES Our objectives for this training session are • Help customer identify process in which terminals, drawers and operators will be processed. • Assist customer in setting up terminals and operators. ■ Illustrate the use of transaction codes. • Instruct the customer in adding transaction codes. * Provide general overview of how payments integrate with various INCODE modules. • Instruct the customer in processing a payment, printing a receipt, validating and endorsing a check. • Explain the operator close out process. 4of5 t y I e: rworks, • Assist customer in closing an operator and balancing the drawer. • Compare and contrast the operator close out report and daily cash collection report. • Follow through with customer on preparing deposit and transferring information to subsystems. • Assist customer in checking subsystems and the transfer effect. TRAINING TRAINING MATRIX City staff will be trained as documented in the tables below. TRAINING DATES, TIMES AND LOCATION List the specific date, times and locations of the classes. 5 of 5 Y 1 e rti o - :4 ., Exhibit D Fees Customer Name: City of Denton, TX - Municipal Court t Xff e r Contact: Kevin Gunn Date: January 4, 2010 Salesman; Lee Mklkiff Investment Summary ontract ID N : 2009-0152 Prepared for: City of Denton, TX - Municipal Court Contact Person: Kevin Gunn Issue Date: 114/10 Address: 601 E, Hickory L. Midkiff/ Denton, TX 76205Salesman: Phone: (940) 349-8595 J. Driver Fax: (940)349-8533 r1ax. Exempt: Yes /No Email: ke�dn_g1innQcitvnfdent4n_cnrn v\ '•.\. "�.t . ..Y.L..:.�►Y.RT._i+.��"4"#S.S"17F� ........ r......... ..... .+t ....s .. ...�!��.i: 5 . . i±. _L" F r'• ..�.#!r7:; :1rt.i ��A44•. �7 �.. Total Hardware & System Software 2,281.25 6,843.75 9,125.00 243.O0 Total Applications Software License Fees 43,077,50 103,386.00 25,846.50 172,310.00 43,078.00 Total Professional Services Hardware Services 1,500.00 1,500.00 On -Site Services 27,250.00 27,250.00 Final Implementation 10,000.00 10,000.00 Project Management 15,000.00 15,000.00 Project Consulting 4,000.00 4,000.00 Data Conversion & Assistance 19,000.00 19,000.00 INCCDE Student Center 3,500.00 \Y;,Y•:�• :" . . ;�.,�; •F�._ ivy.;, .},.:4::::C•�•:::; •. 1••. .... ;..,"; - �"••"F ,-- �'`-'�'''�- ' -- ,<.;-•o-" \ ,.. MW•ifak,•r .\ •9;" ,:^.c:: -•� +.:n . .a- �:�-.:.. a.T.--�.� . \. •c� .���. . C. .i• . tom.. aa.. ."tx "?r-.: /y "a ".E ...\��. -:rz�" ;�:�? ...:G+x' 5'. ��\'r - •.•`.,�''•. - - s•:`i^'�" ?`.:� �,. y+?l ::;:• 7'•''i:}+••:y r� c:+,r.:; ;'� •�'•":;::� N.J..+� i.: ••:?h •r +x •�y ..�ti,• '•3a'� ` +• :ti:3X x. k : �•� ��,.�..,+.".t-�;c:t:;e-�; •c.:; ..ti..,<: / - -iti-r: jJj .�i.; ..J;;:; }.::.• n. �.,4,• �p %�(} ••�'�.{{((��� ";,F�.`•:cs•�.. ":•:•:: r•.,;:;.; �f�]�(]] ,• r... i. i�'`}•-"": _ _ _ . , .•51•:r��'�:i V'rfi'r''„'::: - ::\:.,'•lv'n,� �•3{-'-:►::: 4.... Please Nate; Travel expenses will be biller! as incurred. 1. License Fees - CLIENT will pay to COMPANY an Initial deposit upon execution of this Agreement that equals 25% of the total License fee as shown above. CLIENT will pay a second Installment equal to 60% as shown above upon delivery of software. CLIENT shall pay a final installment equal to 16% as shown above upon receipt of "Certification of Completion" as defined elsewhere in this agreement. All invoices received by CLIENT shall be due and payable within 30 days of receipt. 2. Services shall be billed as delivered. COMPANY shall invoice CLIENT once per month and include all services applicable to that period. Invoices received by CLIENT shall be due and payable within 30 days of receipt. 3. Hardware - CLIENT will pay to COMPANY an initial deposit equal to 25% of the total hardware being ordered under this contract. CLIENT will pay a second installment equal to 75% of the total hardware included in this agreement upon receipt of said hardware from COMPANY. 4. Software Maintenance - The annual amount will become due the first of the month following six months after the installation of the COMPANY software. S. 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The automated method - In the automated mode a software program is written or coded in order to facilitate moving information from the existing system to the new Tyler Technology system. This document is provided to aid the Client in understanding the automated conversion process and provide clear direction as to the responsibility and the scope of the process. Who should read this document? The obvious answer to this question is the individual at the Client site that is most responsible for the transition. Specifically it should be: 1. The individual responsible for extracting and providing data from the old system to the Tyler Technology system. 2. Any individuals responsible at a department level. 3. Any individual that would benefit from understanding the conversion process The conversion Process The process itself has a predefined set of steps that must take place for a successful conversion. I. Initial data extraction -- The Client must perform the preliminary extraction and transmission of data including supporting documentation (reports and/or print screens), trial balances, aging reports at the time the data is extracted to assist in the data evaluation. 2. Data Evaluation - Tyler Technologies will then be responsible for evaluating the information that has been transmitted. Upon a successful evaluation the Client will be contacted for further scheduling. 3. Conversion scheduling -- once a schedule has been decided upon, Tyler Technologies will proceed in development of the conversion programs. During the development step, the Client will be responsible for providing knowledge and insight into the information from their current system 4. on -Site Conversion -- Upon Tyler Technology's arrival at the Client's site for the conversion, the Client will be responsible for a final extraction of the data. In most situations the Client will not have to transmit the final extraction to Tyler Technologies. The Tyler Technology trainer on site will assist the Client in preliminary INCODE application setup that is required for the conversion as well as execute the conversion programs and assist in the verification of the converted information's integrity. Even though the Tyler Technology trainers possess a great deal of knowledge in the area of conversion, it is ultimately the Client's responsibility to validate any converted data. The sections that follow clearly outline and describe each of the above steps. Data Extraction and Transmission of Data As stated in the contract, the Client must supply data in ASCII, Excel, Access, SQL, Foxpro, Paradox or other standard PC format with unpacked data fields and record layouts or field names. File Descriptions and layout The contract further states that the Client must supply sufficient file descriptions and layout information for the data. Sometimes file descriptions will be referenced as data definitions. Normally data files have one row after another. Each row represents a record or grouping of information. As an example, a vendor file would normally have a row for each vendor in the system. The rows then have to be broken down further into columns or fields. An example of a field in the vendor file could be vendor name. The file description provides the information needed to know exactly what position each field starts and stops in each row. In all cases, file descriptions are absolutely necessary for any type of conversion. Media Type Tyler will accept CD, DVD or 4mm tape. However the preferred transfer methodology is via ftp site or direct connection to Client's system. Final Data Extraction The final data extraction will be performed on the day of or a day very close to the final conversion. This extraction will be coordinated with Tyler Technology's conversion personnel and implementation coordinator. Data Extraction Assistance In almost all instances the Client owns its data, but the current software provider's file descriptions will be considered proprietary information. There will be scenarios where the software provider will not provide file descriptions or will provide the descriptions for a fee. Any fees required by the vendor are the responsibility of the Client and are not included in the contract. In many situations the data will have proprietary fields with no easy solution for extraction. Tyler Technology's years of experience with data conversions has lead to many innovative techniques for data extraction. When the Client has exhausted their available options, Tyler Technologies can assist with the data extraction for additional fees. The Client will have the responsibility of contacting their sales representative for a quote for additional services. Upon receipt of a purchase order from the Client, Tyler Technologies will proceed with this assistance. Conversion Scheduling Once Tyler Technologies has received the data from the Client a three stage evaluation process will be implemented. Media will be evaluated as to its readability. Each data file transmitted will be reviewed as to its format, file description, and estimated complexity. When these two stages have been successfully completed, Tyler Technology's implementation coordinator will schedule with the Client a time for the data conversion, conversion assistance, and training. The third stage of the evaluation is more detailed and will follow in approximately 3 weeks. During this stage the data will be evaluated for its completeness, validity, and mandatory fields needed in the conversion. If problems arise during this process, Tyler Technologies will communicate to the Client the problems. The Client will be responsible for resolving the problems in a timely a manner as possible so that the schedule is not affected. If no problems arise then the Client can assume that Tyler Technologies is on schedule. Timing is an important element during a data conversion. Scheduling of the conversion will revolve around the most advantageous cutoff dates. For example, if a Client bills their utility customers at the end of each month, the best time to do the conversion would be during the last two weeks of the month. Financial conversions will be easier to validate if performed after a period has been closed. All of these elements will be discussed by the implementation coordinator with the Client during scheduling. Conversion Program Development After Tyler Technologies receives and validates the Client's data, the development of the conversion program will begin. During the development process, questions about the Client's current data or application may be raised. The Client is responsible for providing contact information for staff member(s) that are capable of responding to questions for each module being converted. It is important for the Client to understand that Tyler Technologies has a minimal amount of experience with the Client's current application. Questions raised by Tyler Technologies will be the result of analyzing data. There are a significant number of times when the data being analyzed does not correspond with the information that the Client views on the screen in their current application. Providing staff members that have an in depth knowledge of the Client's current application is a key element of a successful conversion. Part of the development process will be testing the program with the data provided in the first extraction. This testing will take place at Tyler Technology's facilities. Any potential problem areas will be communicated to the Client. Conversion Assistance As part of the contract, a Tyler Technology's trainer will be at the Client location during the actual conversion. The trainer will provide conversion assistance in the areas of preliminary setup, conversion program execution and data Validation. Even though the primary focus of the trainer is a successful completion of the conversion process, the trainer will be providing a limited amount of training in certain areas. In a majority of cases, the trainer responsible for the conversion assistance will also be responsible for the training that will occur either before or after the conversion. It is important to note that the trainer will not be the programmer responsible for the creating or modifying conversion program. The trainer will be responsible for conveying to the programmer discovery of Client specific information before the final conversion and any mistakes found after the conversion. The Client will need to facilitate the trainer by providing a comfortable place to work, access to facilities before and after normal work hours and telephone communications. Data Validation The final step in the conversion process is the data validation. Much attention will be given to data integrity during the testing phase by the program developers. The conversion assistant will also spend time testing the integrity of the information. Balances and the output of processes will be tested after the conversion. A Visual inspection of different modules will be performed by choosing different records on a random base. But Data validation is ultimately the responsibility of the Client. Exhibit G Annual Software Maintenance Agreement 1. Scope of Agreement. The CLIENT agrees to purchase and COMPANY agrees to provide services for the software products listed in the Investment Summary of this Agreement in accordance with the following terms and conditions. Both parties acknowledge that this Annual Software Maintenance Agreement covers both support for the software products listed in the Investment Summary of this Agreement and licensing of updates of such installed software products. 2. Term of Agreement. This Annual Software Maintenance Agreement is effective on the date executed by an officer of COMPANY and shall have a term beginning upon the first of the month six months after the installation of the COMPANY software and ending upon the last day of the month one year following that date. (a) This Annual Software Maintenance Agreement will automatically renew for subsequent one- year terms unless either party gives the other party at least thirty days prior written notice of its intent not to renew prior to the expiration of the then current term. Fees for subsequent years are sub .ect to change. (b) If CLIENT has not elected to participate in the COMPANY Annual Software Maintenance Agreement, or elects not to renew the Annual Software Maintenance Agreement, the CLIENT shall acquire Software maintenance in accordance to the Section entitled "Support Terms for CLIENTs Not Participating in the Annual Software Maintenance Agreement ". 3. Payment. (a) CLIENT agrees to pay COMPANY the amount identified in the Investment Summary for licensing and support services of the software products in accordance with the payment provisions set forth in Section 1.1. (b) Additional Charges. Any maintenance performed by COMPANY for the CLIENT, which is not covered by this Annual Software Maintenance Agreement, will be charged at C OMPANY's then current market rates. All materials supplied in connection with such non -covered maintenance or support plus expenses will be charged to CLIENT. (c) Support and services will be suspended whenever CLIENT's account is thirty (30) calendar days overdue and shall be reinstated when CLIENT's account is made current. 4. Licensing of Updates, Releases, and New Versions of the Installed Software Products. (a) In consideration for the payment of the annual maintenance fees, CLIENT'S license of the COMPANY'S installed software products set forth in the Investment Summary shall be extended to include any and all updates, releases, and/or new versions of the installed software products delivered to CLIENT under this Annual Software Maintenance Agreement, subject to the terms, conditions, and restrictions set forth in Section 2.1 of the Software License Agreement. (b) For as long as a current Annual Software Maintenance Agreement is in place, COMPANY shall promptly correct any functions of the software products which fail to substantially comply with COMPANY's current specifications for the most current version of the software products. If CLIENT has made modifications to the software products, COMPANY will not make such corrections, unless modifications were specifically authorized in writing by COMPANY. (c) COMPANY reserves the right to change the functionality of future releases of its software and CLIENT understands that COMPANY is not obligated to include specific functionality in future releases unless provided for herein. Terms and Conditions for Support. (a) COMPANY shall provide software related CLIENT support during standard support hours. Currently, standard support hours are from 7:00am to 7:00pm, Central Standard Time, Monday thru Friday, excluding holidays. COMPANY reserves the right to modify these support hours as COMPANY sees fit in order to better serve its entire client base. Assistance and support requests which require special assistance from COMPANY's development group will be taken and directed by support personnel. (b) COMPANY will maintain staff that is appropriately trained to be familiar with the software products in order to render assistance, should it be required. (c) COMPANY will provide CLIENT with all updates that COMPANY may make to the then current version of the installed software products covered in this Agreement. CLIENT agrees to install such updates promptly after receipt. (d) CLIENT acknowledges that the updates/enhancements may not be compatible with CLIENT's particular hardware configuration or operating system. CLIENT acknowledges that additional hardware and software may be required at the CLIENT's expense in order to utilize the updates/enhancements. (e) COMPANY will make available appropriately trained personnel to provide CLIENT additional training, program changes, analysis, consultation, recovery of data, conversion, non - coverage maintenance service, etc., billable at the current per diem rate plus 2 expenses. COMPANY employs many CPAs but is not a board registered CPA firm (f) COMPANY shall provide CLIENT with remote support through the use of secure connection over the Internet connection via Citrix GotoAssist. If CLIENT will not allow access through GotoAssist, COMPANY cannot guarantee support standards will be met. 5. Support Terms for CLIENTS Not Participating in the Annual Software Maintenance Agreement. The Software License Agreement includes six months free maintenance. If CLIENT elects not to participate in the COMPANY Annual Software Maintenance Agreement, CLIENT shall receive support on a Time and Materials basis following six months after the COMPANY Software is installed in accordance with the following terms: (a) CLIENTs not on Software Support Maintenance will receive the lowest priority for Software Support. (b) CLIENTs not on Software Support Maintenance will be required to purchase new releases of the Software. New Releases will include fixes, enhancements and updates, such as, Tax Tables, w12 reporting formats, 1099 changes, etc. (c) CLIENTs not on Software Support Maintenance will be charged $175 per hour with a one -hour minimum for all software support calls. (d) CLIENTs not on Software Support Maintenance will not be granted access to COMPANY's software support web - site. (e) CLIENTs not on Software Support Maintenance are subject to higher rates for training and continuing education performed by COMPANY employees. This is due to the fact that the CLIENT may not be utilizing the most current version of our software. (f) COMPANY will not guarantee a program fix to a documented bug for software versions that are not the currently released version. Because 8. every CLIENT is on Software Support Maintenance, often times, bug fixes are rolled into the latest release and then sites are upgraded to the latest release of the software. (g) If a CLIENT decides to discontinue Software Support Maintenance and later chooses to reinstate Software Support Maintenance, the CLIENT will be required to pay the portion of annual software support maintenance fees for the Enhancement and Software Updates (27%) dating back to the date when the CLIENT discontinued Software Support Maintenance. 7. Additional Services. The services listed below are not included in the COMPANY Software Maintenance Agreement. These services shall be provided at COMPANY's discretion and will be billed on a Time and Materials basis at COMPANY's then current rates: (a) Changes to print programs; (b) Software modifications; (c) Software Training; (d) Responding to problems caused by bad data; (e) Responding to problems caused by hardware; (f) Responding to problems caused by operator error; (g) Responding to problems caused by software that is not COMPANY software; (h) Responding to problems resulting from misuse, accidents, CLIENT neglect, fire, or any other cause not within COMPANY's reasonable control; (i) Changes made to the COMPANY Software by someone other than COMPANY personnel; and 0) Any other services performed by COMPANY not otherwise specifically provided for in this Agreement, including but not limited to, bank reconciliation, reconciling out of balance reports, balancing segments of the system, etc. Limitations and Exclusions. The support and services of this Annual Software Maintenance Agreement do not include the following: 3 (a) Support service does not include the installation of the software products, onsite support, application design, and other consulting services, support of an operating system or hardware, or any support requested outside of standard support hours. (b) CLIENT shall be responsible for implementing, at its expense, all changes to the current version. CLIENT understands that changes furnished by COMPANY for the current version are for implementation in the current installed software products version, as it exists without customization or CLIENT alteration. (c) If CLIENT has made modifications to the software products, COMPANY will not support the modified software products, unless modifications were specifically authorized in writing by COMPANY. 9. CLIENT Responsibilities. (a) CLIENT shall provide, at no charge to COMPANY, full and free access to the software programs covered hereunder, including the following: worki ng space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide the specified support and maintenance service. Such environment includes, but is not limited to, use of the appropriate operating system at the version and release levels specified by COMPANY and additionally specifies that the environment for any COMPANY software application requires the CLIENT to have e-mail and Internet access. CLIENT will be responsible for all additional costs incurred to the extent such hardware and software does not conform to COMPANY's current specifications. The acquisitions of necessary hardware and software meeting the requirements then in effect shall be sole responsibility of the CLIENT. (b) CLIENT shall maintain a high speed internet connection (DSL, Cable, or faster) and must be able to provide COMPANY with IP connection to CLIENT's network through Citrix GotoAssist, VPN, Citrix, or Microsoft Terminal Services. COMPANY shall use the connection to assist with problem diagnosis and resolution. COMPANY is not responsible for purchase of VPN client software license or configuration of CLIENT's firewall settings. If CLIENT will not allow access through GotoAssist, COMPANY cannot guarantee support standards will be met. (c) CLIENT must maintain an active e- mail address capable of receiving a 5 MB attachment. This e-mail account must be accessible from a PC connected to the server hosting the COMPANY software applications. (d) CLIENT must open firewall ports to enable access to COMPANY's FTP server for program updates via Live Update. (e) CLIENT is responsible for reading and complying with COMPANY's Systems Requirements. (f CLIENT is responsible for ensuring that data and application backup processing is occurring, as well as, verifying the existence and accuracy of the data being backed up. For mission critical data, COMPANY highly recommends regularly scheduled off -site backup services, as well as, frequent local backups . 10. Limitation of Liability. Upon the initiation of maintenance and support services under this Annual Maintenance Agreement, the liability of COMPANY, whether based on a theory of contract or torts shall be limited to fixing defects in accordance with the terms herein, and if the COMPANY cannot fix defects, to the fees paid by CLIENT for services under this Annual Software Maintenance Agreement, r.I MA 11. Non -Assignability. The CLIENT shall not have the right to assign or transfer its rights hereunder to any party. 12. Force Vlajeure. COMPANY shall not be responsible for delays in servicing the products covered by this Annual Software Maintenance Agreement caused by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond its control. 13. Governing Law. This Annual Software Maintenance Agreement shall be governed by and construed in accordance with the laws of CLIENT's state of domicile. 14. Entire Agreement. a) This Annual Software Maintenance Agreement represents the entire agreement of CLIENT and COMPANY with respect to the maintenance of the software products 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 representations or warranties other than those explicitly set forth in this Annual Software Maintenance Agreement. b) If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Annual Software Maintenance 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 shall not be affected thereby, and each term and provision of this Annual Software Maintenance Agreement shall be valid and enforced to the fullest extent permitted by law. c) This Annual Software Maintenance Agreement may only be amended, modified or changed by written instrument signed by both parties. d) CLIENT should return an executed copy of this Agreement to COMPANY. If the Agreement is not returned to COMPANY within 90 days from the issue date, then such Agreement is subject to be voided and prices are subject to change.