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2010-047ORDINANCE No. Z~ 1 ~~~47 AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE CITY OF CARROLLTON UNDER SECTION 2~ 1.102 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 GF CARROLLTON, CONTRACT AWARDED TO TYLER TECHNOLOGIES, INC IN THE AMOUNT OF $258,155}, 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 $25 8,15 5 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 271,1 OZ 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 of , ~a ~ o. MARK. OU HS, MAYOR ATTEST; JENNIFER WALTERS, CITY SECRETARY BY. APPROVED AS TO LEGAL FORM; ANITA BURGESS, CITY ATTORNEY BY. . aS 3-ORD- ' e X465 CLI ENT COPY . ~ ~ ~n Jan uar 4 201 ~ Y~ N~ J, ~~~f~ f. 1 ~ Jim. ~ .,,,c ~..,k i `T9.r ,~~w~~ ~~~c q ~~rN~s~~;: ~ ~ 1 i i r ~ i a  techi ?gies 5519 530 Street Lubbock, Texas 79414 P: 800.646.2633 F: 806.797, 4849 January 4, 2010 www.tyiettech.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. 1 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. 1. 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. 2 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 (301h) 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. 6 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. 1. 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, OFMOR NYCODAMAGE, NNECTSONO WITH THE TO REALIZE SAVINGS ARISING OUT 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 8 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. 9 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. 10 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 By: Name: S. Brett Cate Title: President Local Government Division Date: 1/4/10 APPROVED AS TO FORM By: By: City Attorney TYLER TECHNOLOGIES, INC. 13 Exhibit A Software Specifications 1. Master files are used to reduce the need to rewenter often used information, caries, 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 andlor black 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 deactivated. A zip cade 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. 1 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 feeslcostslfines, fineslfeeslcosts, or a percentage to feeslcostslfines. 1~. The systems does not allow the same docket number or citation number to be used more than once. Crfafr"on Flle 13. The system allows the user to attach multiple violations to the basic citation information. Each citation has the fine and multiple fees andlor court costs attached tv it. The feeslcostslfine 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. Crfaflon General Dafa Collecfed by fhe Sysfem 15. Citation number 16, Date violation occurred 17, Time violation occurred, can be military or AMIPM 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 Ufficer File far detail}* 24. County where violation occurred V!olaflon Information Co!lecfecf by the System (multiple vlolaflons per cr'tatr'on~ 25. Docket number assigned by system, manually entered, or same as citation nv,} 26. Uffense* 2?, Location of the violation block, street}* 28, Intersection? 29. Location of intersection block, street}* 30. Location grid fuser defined} 31. Attorney of record from Attorney file}* 32. Judge scheduled to hear case from Judge fife}* 33, Plea entered* 34, Date plea entered 35. Date of conviction 36, Date conviction reported to State 37, Current case event status* 38. Due date of current event 39. Due time of current event Penafing lnformatr"on 46, Pending event status #1 41. Pending due date of event #1 42. Pending due time of event 43. Pending event status #2* 44. Pending due date of event #2 45. Pending due time of event #2 46, Pending event status #3* 4l. Pending due date of event #3 48, Pending due time of event #3 Mr"sc. General Information Gathere~f by the System 49. Warrant status of case 50, Fees due for case 5~ . Court costs due for case 52. Fines due for case 53, Total amount due for case 54. Bond set by Judge 55. Bond pasted by violator 56. Type of bond posted 5?, Indicator for "No Bond" 58. Band agent or attorney 59. Drivers License suspended? 60. Suspended date 61, End suspension date 62. Date suspension report to State 63. Special sentencing 64. ether complainant 65. Posted speed limit 66. Actual alleged speed 67. Direction of travel 68, Construction zone 69. Road conditions 70. Traffic conditions 71. Vveather conditions 72. Type of radar used 73, A complaint form can be printed for each violation an each citation entered. Certain vialatians 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 parentlguardian of juvenile offenders, General Cifatr'on 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 F'r'!e 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 far 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 fhe Sysfem 88. Last Name 89. First Narne 90. Middle Name 91. Suffix Name 92. Soundex code last name 93. Soundex code fiirst name 94, Date of birth 95. Sex* 96. Race* 97. Hispanic Ethnic Designator* 98. Height 99. Weight 100. Hair Color* 101. Eye Cvlor* Drivers License #nforma#ron Ga#hered by the System 102. Drivers license number 103. Drivers license State* 104, Drivers license expir. year 105. Drivers license type* 106, Drivers license CDL? 107. Other General ~nforma~lon 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} 111. Work phone General Master Name Reports 118. List of person by name. 119. List of person by sex, race, date of birth, ethnicity. 124. List of persons with associated vehicles Master Vehicle Fr'le Requr'remertts 121. The Master Vehicle file holds information on all vehicles. Once a vehicle is added, it can be attached to multiple citations without reMentering 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. V1N 129. License plate Sfate* 134. License plafe number 131. License plafe expirafion year Genera! 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, Gffrcer Master Flle 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 badgelid number can be changed without affecting citations already entered into the court system. 139, Officer agency* 14D. Officer badge/ia~ number 141. Officer last name 142. Officer firsf name 143, Ufficer middle inifial 144. Officer rank 145. Ufficer phone number 146. Officer pager number 14?, Officer shill assignmenf* 148. Officer days off General Officer Reporfs 149. List of officers by name. 150. List of officers by agencylbadgelid number, 151. List of officers by days off. 152. List of afficers by shift assignment. 153. List of citation books assigned to an officer, 154. Outstanding citations by officer. A~~arney/Bond Co. & Collec~lon Agency Master Fr'le 155. The AttorneylBvnd Co. & Collection Agency Master file should eliminate the need to type in attorney information for cases. Lists can be run far cases by attorney or surety bands by attorneylBond Co or Collection Agency. 156. Afforney Bond Company or Collecfian Agency 151, Confacl Person 158. Fr`rm/Company name 159. Firm/Company address 164. 81ock 161. Sfreef 162. Cify 163. Sfafe* 164. Zip 165. Phone number 166. Bond Limit General A~lorney/Judge/Bond Co. Reports 167. List of Bond companies by name, 165, List of attorneys by name. 169. List outstanding bonds by attorneylBond company 170, List pending court cases by attorney, Warrant Master File lnforma#r"on 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, Dale warrant was issued 176, Amount of bond set for warrant 177, Amount due for warrant 175. dame 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. StatelRegional Data Bank Information 185. lD number 186. Date entered 187, Person entering information 188. Dafe removed 189. Person removing information Generai 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 StatelRegion data bank 194. List Warrants removed from StatelRegion data bank 195. ~*4ption to include nameladdress information. 196. Warrant listing will Shaw warrant far persan 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 feeslcostslfines. 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 far pretrial, hearings, trials by judge, or trials by jury and a case docket printed for each pending court session or prior court sessions. 243. Cases can be placed on probation, deferred adjudication, or driver safety course and tracked through completion. Payments Reports 204. Payments by date 205. Payments by Receipt number 206. Payments by FeeslCostslFines 207. Payments by GL account number 208. FeeslCost distribution for quarterly report to State Disposition Reports 209. Conviction report to State Texas format for mag media reporting} 210. Various court docket schedules by judgeldateltype of trial. 21 Monthly judicial report to State, 212. List of persons requesting Drivers Safety Course. 213. List of cases pending by various status Boni Reports 214. Outstanding bond lis#. 215. Bonds Pasted 216. Bonds FarfeitedlRefunded System Interface 217. Central Cash receipts Exhibit B Itemization of Goods and Services Provided Customer Name; City of Denton, TX • Munfclpat Court Contact; Kevin Gunn Date; January 4, ZD10 Salesman, Lee Mitlkiff Software Licenses ar~d Professional Services ~ Estimated Estimated A Iicatlon Software QTY License Fee Cannerslan Hours Services Total Cast Annual Ma€ntenance INCADE Court Case Management Criminal Court Case Management 1 t 15,500 19,000 180 2D,000 154,500 28,875 Centralzed Cash Ca~ec#lans 1 12,500 32 4,000 18,500 3,125 Ciiatian Issuing Device interface (Brazasy 1 2,250 NIA NIA 2,250 583 Court INCODE Web Services 1 4,400 NIA NIA 4,4D0 1,100 General Ledger ~non•INCpDE) Interface 1 5,500 NIA NIA 5,500 1,375 Gollectlon Agency Export ln#eriace 1 2,750 NIA NIA 2,75D 888 1NCD1)E PrEnting and E;eporting Salutbns Secure Signatures (lndudes 4 slgnafares) 1 1,375 N!A NIA 1,375 344 Tyler Ou#put processor Tyler Ou#put Processor Server 1 5,500 14 1,750 7,25D 1,375 • Dase Tap Engine • Print pu#pul Channel • TylerCanter~ Managemen# Output Channel -Email Output Channel LaserfFche Ou€put Cha~ei 1 4,4D0 4 5D0 4,900 1,100 INCpDt» Content Management Laserfiche Cour# Surte In#erface 1 4,400 8 1,DOD 5,400 1,100 INCODE Prafessianal5ervfces protect Management 15,ODD 15,ODD praJec# Cansu~ing 32 4,000 4,DDD Flnallmplemerrlalion 8D 10,OD0 10,DOD System Software System Software 1 8,535 N1A 8,535 1,834 AccuODBC ~ users (L) 30 7,200 NIA 7,200 1,8DD tNCQDE Subtotal 158,575 19,000 218 27,25D 204,825 38,844 Protect Management 15,OOD 15,ODD Project CansuMing 32 4,000 4,000 Final implementation 80 10,000 10,000 INCpDE System Software Subtotal 13,735 13,735 3,434 Total 172,310 19,ODD 330 5B,25D 247,560 43,078 Aca~4GL 30 D Customer Name; City of Denton, TX -Municipal Court Contact: Kevin Gunn Date: January 4, 2U10 Salesman; l.ee Midkiff Canversivr~ Breakdown Capversion Fragramming Estimated Application Software Fee Hours Estimated Servke5 Court Case Management Ticket Master File (Subject to change based on Vendor) t 5,000 32 4,x00 Warrant Master Flle included Dackei Master File Included Conversion Total 15,ppp 4,ppp E Customer Name: City of Penton, TX - Municipal Court Contact; Kevin Gunn pate; January, 2t)i0 Salesman: Lee Mldklff Cash CoileC#ion Hardware Instailation Annual Misc. Hardware and Network Equip. QTY Purchase price Expenses Maintenance Maintenance Source C n Epson TM-U950P Receipt Vatdation Printer (Parage~ {L) 5 5,075 203 INCODE -12 mos warranty Media Pis AutamaledCash Drawer {L) 5 1,000 qo INCCDE -12 mos warranty Mag Stripe Reader (l,) 5 1,000 Topaz Signature Pad T•1t162 (L) 5 1,150 Caurl Eyeball Camera (L) 5 300 installa~an and ConfguraUon of System of Hours) 1 1,500 roraf s, ~z~ i,~ao z43 please refer to INCQDt:'s RMA pn!!cy for a!! returns. F Customer Name; City of ~entvn, TX • Municipal Gvurt Contact: Kevin Gunn Date: January 4, ~01a Salesman: l,ee Midkiff 1NCODE Student Center Service Annuai Fee INCQDE Student Center System 1NCQDE Stulent Canter ~ 500 -Continuing Prafessfonal Education Credit -Unlimited Access to Webinars and Archival Webinars -Unlimited Access to Self Study Courses - open for ALL Employees during subscription perial -Monthly Webinars covering a variety of topics Court Suite General Knowlelge -Online Self Study Courses -New Webinars and Self Study Courses aided throughout the year Tyler Techno~gies, lNC4DE Solution is registered with fhe NationalAssociation of State Boards ofAccountancy (NASBA) as a sponsor of continuing professional education on the Nafional Registry of CPE Spartsors. State Boards of Accountancy have final authority on the acceptance of individual courses for GPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 950 Fourth Avenue North, Suite 70a, Nashville, TN, 37299-2497. Websrte, www.nasba.ora Total 3,5i)D G EXHIBIT C Training Requirements Contents Plan Overview n.iailHlfnl.Llnlfnlnliilll.Inlnnkl111lrnnnln/k.ullninlHkkll..Hllllnlln.akn//rlnllnrH.ln..Inlllli/i1.k..rl.Inlln/fri..IH/..if111..iik.r.../..rr.Ilflf. 2 Application Training Objectivesa.....ulnlnrn...rnlnnnuu./nnnn/n.i..kuu.nnlli/n.....nninurn...nnurnnruu..ninunukrk......nnununliul. F.! Court Case Managements.n/,il.lnlnlal/lkllllnl.11111.,1..n11.1..Inllirll.....rli...fllall111....11.1/.r/1.1...Inlnln....InLi..Inia..l....a..l.aalll..r..111...2 Prerequisite Information lln..llnpll...lung.uuklnnnnl.uiuu.u.n/nn.innlunulrnfnnk.i.n/nnlenuiiul.uu.nniun.ull.unnnnunn..uuln ~ Training Overviewnnlnn..n/..nlnlnrnlrllr/nnlrnli..k.lnnlfn+n.nrnrnllnnn.n...nnlnnlrli..nl.nnrnlnln.nnlinlf.l.Ilnnl..kl.innfnnikrr.nnn. Training Objectivesn.unnlunu.rnnfnu/i1.11.wlnnfkr.linl..nnniruuinunnfnfilp/lununnrlnnlw.ulnnnnarinununnnnlnnl.nn.mm~nunik 3 Centralized Cash Collections..nrnfnnin..IU.mnuuuuuilulnnrrnulknurnnnluu..lr.!ninon.iuulnr/linnunn/lnluniulnuunluuunnnlnu4 Prerequisite Information 111nnIf n.11Un1.InHlkk..•n.nnnln.n..nnlnnl/fkln..nHla.Iflr/llknnnHlnnfll.kkAluu1ln11f ff lkf H•n/nnllrrn H.r. r.nn.. 4 Training Overviewr.nln...nl.....n.a.noon!ni.nn/.Llnrnllf.nlnnllai1.n.non.lLlnr.kll....ralillnla.a...nra.1..1.........L.Ln.nnrll...L...Ir...1..4 Training Objectivesaaalilln/nlnlnnli.l....1.......,lilLll.llanr.....1........11111,..nn.linnlnl.n........L.i.Inkil...l1.r.r/nnik.lll....1.lnl.... n.l.aklli.4 Training Matrix.l..iliill!fillr.lll/.,l/.....rill...Ir......./.If11..k.......I/.I..II.I.....ir....1.111.11.1l.I..Il.illrl.rr.lk...../111...11.Iri../..1.........I..I..i..i..l.lll...ll.n111 5 Training Dates, Times and Locationuiru.run...n.11un..nnlnl.n.rn.r..n./nnnlnkr..nun.nnuuu.....nnn..nnuu..rnlnnnn/uukllnuun. 5 PLAN 4~IER~IEw 1NCCDE will conduct gaining 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 stal~eholder related to this project. Training will be conducted by course name. APPLICATION TRAINING 4EJECTI~'ES CGURT CASE MANAGEMENT PREREQUISITE INFURMATIDN You will need the following items for training ❑ List of badgelid 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 band account numbers. ❑ List of general ledger refund account numbers. TRAINING G~IER~IEw Z of 5 we will cover the following items during this training sessian~ • 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. T~ArN~NG OBjECT~~ES Our objectives for the training sessions are • Citation Processing o Enter and make changes to citationslviolations. 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. • warrant Processing • warrant Reports • Jury Processing • Reports • Security • Forms, Complaint Documents o Create and print complaints. 3 of5 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. D Current collection policies in regards as to how moneys are handled. TRAINING OVERVIEUI~ 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 aperatars will be processed. • Assist customer in setting up terminals and operators. • Illustrate the use o£ 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 # 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 an preparing deposit and transferring information to subsystems. • Assist customer in checl~ing subsystems and the transfer effect, TRAI I N NG TRAINING MATRIX C~tystaffwill be trained as documented in the tables below, TRAINING DATES, TIMES AND LOCATION List the specific date, times and locations afthe classes, 5 of 5 Exhibit D Fels Customer Name; City of Denton, TX • Municipal Court Contact; Kevin Gunn Date; January 4, 2010 Salesman, Lee Mldkiff Investment Summa ontract ID # ; 2009.0152 Prepared fvr: City of Denton, TX - hlurticipal Court Contact Person; Kevin Gunn Issue Date: I141I0 Address; 60l E, Hickory Denton, TX 7b205 alesman; I.,, Midkiffl Phone; (940) 349-8595 J. Driver Faac (940) 349.8533 i~mait; ax Exempt; Yes/N~ utf er~v - r > , ~ ' i ria !u ~ t} relive , As ~ rifted ; "~'ra ' ~s Or~urs ;~'otals ~~r~leri;ai~t~ d ~ _ Total Hardware & System Software 2,281.25 6,843,75 $,125.00 243,00 Total Applications Software t,icense Feas 43,077.54 1$3,388,00 25,848.50 172,390.00 43,078,00 Total professlonat Services Harcfwwaara Services 1,500,00 1,500.00 Qn-Site Services 21,250.00 27,250.00 FIna1 lmp[emenfation 10,000.00 10,000.00 Project Managemeraf 95,000.00 15,000.00 Project CortsUllirtg 4,000,00 4,000.00 pate Conversion d Assistance 1$,000,00 19,000.00 1NCQpl" Studen[ Center 3,500.00 , . ~°ry~:~.°~2~v+{, rl'3iax v. q: - _ r ',a t .?'.r rr"~'~~~< 7. a., l'..-c. G v~~,~~. ~ ~a#aIs ~ 45 X58;'15 ~~0 ~~9~7w ~4'G:~~ ~'~~►4~ 1 5, ~ 4 ~~.U4 Please No[er 7'rare! expenses i~!!! be b!!!er! as lrrcrrrrert - 1. License Fees - CLII=NT will pay to COMPANY an Initial deposit upon eXecutia9 of this Agreement that equals 25°/0 of the total License fee as shown above. CLIENT will pay a second installment equal to 600 as shown above upon delivery of software. CLIENT shall pay a final installment equal to 15°/o as shown above upon receipt of "Certiflcation of Completion" as defined elsewhere in this agreement All invoices recslved by CLIENT shall be due and payable within 30 days of receipt. 2. Services shall ba 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°/0 of the total hardware included in this agreement upon receipt of sold hardware from COMPANY. 4. 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I ~.,.,M,:..x>:~.a:1. ~ v'µ, ~ ,p......,.,.. . ~ !N ir0 iM ~n 'r iN ip7 j'd N j~ ih^..M• 03 iQ ;r ~N ~ I~ ~IA ~f0 ~Ir ~G6 IOY IQ !r N t~1 i~ i~ EIG ~h fm 'Cf r• IN ~e+1 ~VI ;W h 'W OI ?G r• : ~~dgi~ - w :4? lA CIO ;W al 'h ~h ;h ;h Ih h ;h ~h ~h h ~m ;W a0 ~ (W ~W W p1 ~W OT ;CA OI 01 1W d'af f01 :pl i0 C'] id i0 ~ ~f] O :O Ia'~ nit r (l. 4.1 7 1 ~ 1 I ( : Ir r r t" w r it :r r r it r I ~ i i i i I i i i I EXhiIBIT F The Data Conversion Process Purpose One of the most difficult aspects of software transition revolves around data conversion, This process takes place in one of two ways The manual method - In the manual mode the Client enters data tram the existing system into the new Tyler Technology system, 2, 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: The individual respansible for extracting and praviding 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 far a successful conversion. Initial data extraction ~ The Client must perform the preliminary extractian 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 praviding knowledge and insight into the information from their current system 4. On-Site Canversian Y 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 cantract, 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 far 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 ar 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 methadalogy 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 tv 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 far a quote for additions! 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 far 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 canversion. 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 members} that are capable of responding to questions far 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 yr 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, E~hib~t G Annual Software Maintenance Agreement Summary for licensing and support l.. Scope of Agreement, The CLIENT services of the software products in agrees to purchase and COMPANY accordance with the payment provisions agrees to provide services for the set forth in Section 1.1. software products listed in the fib} Additional Charges. Any Investment Summary of this maintenance performed by COMPANY Agreement in accordance with the for the CLIENT, which is not covered fallowing terms and conditions. Both by this Annual Software Maintenance parties acknowledge that this Annual Agreement, will be charged at Software Maintenance Ag~~eement COMPANY'S then current market rates. covers bath support for the software All materials supplied in connection products listed in the Investment with such non-covered maintenance or Summary of this Agreement and support plus expenses will be charged to licensing of updates of such installed CLIENT. software products. ~c} Support and services will be 2. Term of Agreement, This Annual suspended whenever CLIENT'S account Software Maintenance Agreement is is thirty ~3n} calendar days overdue and effective on the date executed by an shall be reinstated when CLIENT'S officer of COMPANY and shall have a account is made current. term beginning upon the first of the 4. Licensing of Updates, Releases, and month six months after the installation New Versions of the installed of the COMPANY software and ending Software Products, upon the last day of the month one year ~a} In consideration for the payment of following that date. the annual maintenance fees, CLIENT' S ~a} ThiS Annual Software license of the COMPANY'S installed Maintenance Agreement will software products set forth in the automatically renew for subsequent one Investment Summary shall be extended year terms unless either party gives the to include any and all updates, releases, other party at least thirty days prior andlor new versions of the installed written notice of its intent not to renew software products delivered to CLIENT prior to the expiration of the then under this Annual Software current term. Fees for subsequent years Maintenance Agreement, subject to the are subject to change. terms, conditions, and restrictions set fib} If CLIENT has not elected to forth in Section 2.1 of the Software participate in the COMPANY Annual License Agreement. Software Maintenance Agreement, or fib} For as long as a current Annual elects not to renew the Annual Software Software Maintenance Agreement is in Maintenance Agreement, the CLIENT place, COMPANY shall promptly shall acquire Software maintenance in correct any functions of the software accordance to the Section entitled products which fail to substantially "Support Terms for CLIENTS Not comply with COMPANY'S current Participating in the Annual Software specifications for the most current Maintenance Agreement version of the software products, If 3. Payment, CLIENT has made modifications to the (a} CLIENT agrees to pay COMPANY software products, COMPANY will not the amount identified in the Investment make such corrections, unless 1 , modifications were specif cally expenses. C4MPAl1~Y employs many authorized in writing by CGMPANY. CPAs but is not a board registered CPA ~c} COMPANY reserves the right to firm. change the functionality of future ~f} CGMPANY shall provide CLIENT releases of its software and CLIENT with remote support through the use of understands that CGMPANY is not secure connection over the Internet obligated to include specific connection via Citrix GotoAssist. If functionality in future releases unless CLIENT will not allow access through provided far herein. GotoAssist, COMPANY cannot 5. Terms and Conditions for Support. guarantee support standards will be met. ~a} COMPANY shall provide software 6. Support Terms for CL~ENTs Not related CLIENT support during standard Participating in the Annual Software support hours. Currently, standard Maintenance Agreement. The support hours are from 7:DOam to Software License Agreement includes six 7:QOpm, Central Standard Time, months free maintenance. If CLIENT Monday thru Friday, excluding elects not to participate in the holidays. CGMPANY reserves the right CGMPANY Annual Software to modify these support hours as Maintenance Agreement, CLIENT shall COMPANY sees fit in order to better receive support on a Time and Materials serve its entire client base. Assistance basis following six months after the and support requests which require COMPANY Software is installed in special assistance from CGMPANY's accordance with the following terms: development group will be taken and ~a} CLIENTS not on Software Support directed by support personnel. Maintenance will receive the lowest fib} COMPANY will maintain staff that priority for Software Support. is appropriately trained to be familiar fib} CLIENTS not on Software Support with the software products in order to Maintenance will be required to render assistance, should it be required. purchase new releases of the Software, ~c} CGMPANY will provide CLIENT New Releases will include fxes, with all updates that COMPANY may enhancements and updates, such as, Tax make to the then current version of the Tables, WI2 reporting formats, 1099 installed software products covered in changes, etc. this Agreement, CLIENT agrees to ~c} CLIENTS not on Software Suppart install such updates promptly after Maintenance will be cl~arged $175 per receipt, hour with cone-hour minimum for all ~d} CLIENT acknowledges that the software support calls. updateslenhancements may not be ~d} CLIENTS not on Software Support compatible with CLIENT'S particular Maintenance will not be granted access hardware conf guration or operating to COMPANY'S software support web- system. CLIENT acknowledges that site. additional hardware and software may fie} CLIENTS not on Software Support be required at the CL,IENT's expense in Maintenance are subject to higher rates order to utilize the far training and continuing education updateslenhancements. performed by COMPANY employees. (e} COMPANY will make available This is due to the fact that the CLIENT appropriately trained personnel to may not be utilizing the most current provide CLIENT additional training, version of our software. program changes, analysis, consultation, COMPANY will not guarantee a recovery of data, conversion, non- program fix to a documented bug for coverage maintenance service, etc., software versions that are not the billable at the current per diem rate plus currently released version. Because 2 every CLIENT is on Software Support (a} Support service does not include the Maintenance, often times, bug fixes are installation of the software products, rolled into the latest release and then onsite support, application design, and sites are upgraded to the latest release of other consulting services, support of an the software. operating system or hardware, or any (g} If a CLIENT decides to discontinue support requested outside of standard Software Support Maintenance and later support hours. chooses to reinstate Software Support (b} CLIENT shall be responsible for Maintenance, the CLIENT will be implementing, at its expense, all required to pay the portion of annual changes to the current version, CLIENT software support maintenance fees for understands that changes furnished by the Enhancement and Software Updates COMPANY for the current version are (27%} dating back to the date when the for implementation in the current CLIENT discontinued Software Support installed software products version, as it Maintenance, exists without customization or CLIENT 7. Additional Services. The services alteration, listed below are not included in the (c) If CLIENT has made modifications COMPANY Software Maintenance to the software products, COMPANY Agreement. These services shall be will not support the modified software provided at COMPANY's discretion and products, unless modifications were will be billed on a Time and Materials specifically authorized in writing by basis at COMPANY's then current rates: COMPANY, (a) Changes to print programs; 9. CLIENT Responsibilities, (b} Software modifications; (a} CLIENT shall provide, at no charge (c} Software Training; to COMPANY, full and free access to (d) Responding to problems caused by the software programs covered bad data; hereunder, including the following: (e} Responding to problems caused by working space; adequate facilities hardware; within a reasonable distance from the (I} Responding to problems caused by equipment; and use of machines, operator error; attachments, features, or other (g} Responding to problems caused by equipment necessary to provide the software that is not COMPANY specified support and maintenance software; service. Such environment includes, but (h) Responding to problems resulting is not limited to, use of the appropriate from misuse, accidents, CLIENT operating system at the version and neglect, fire, or any other cause not release levels specified by COMPANY within COMPANY's reasonable control; and additionally specifies that the (i) Changes made to the COMPANY environment for any COMPANY Software by someone other than software application requires the COMPANY personnel; and CLIENT to have e-mail and Internet ~j} Any other services performed by access. CLIENT will be responsible for COMPANY not otherwise specifically all additional costs incurred to the extent provided for in this Agreement, including such hardware and software does not but not limited to, bank reconciliation, conform to CQMPANY's current reconciling out of balance reports, specifcations. The acquisitions of balancing segments of the system, etc. necessary hardware and software S. Limitations and Exclusions, The meeting the requirements then in effect support and services of this Annual shall be sole responsibility of the Software Maintenance Agreement do CLIENT. not include the following: 3 _ fib} CLIENT shall maintain a high speed 11, Non~Assignability. The CLIENT shall Internet connection ~DSL, Cable, or not have the right to assign or transfer its faster} and must be able to provide rights hereunder to any party. COMPANY with IP connection to 12. Force Majeure, COMPANY shall not CLIENT'S network through Citrix be responsible for delays in servicing the GotoAssist, VPN, Citrix, or Microsoft products covered by this Annual Software Terminal Services. COMPANY shall Maintenance Agreement caused by strikes, use the connection to assist with lockouts, riots, epidemic, war, government problem diagnosis and resolution. regulations, f re, power failure, acts of God, COMPANY is not responsible for or other causes beyond its control. purchase of VPN client software license ~3. Governing Law. This Annual Software or configuration of CLIENT'S firewall Maintenance Agreement shall be governed settings. If CLIENT will not allow by and construed in accordance with the access through GotoAssist, COMPANY laws of CLIENT'S state of domicile, cannot guarantee support standards will 14, Entire Agreement. be met. a} This Annual Software Maintenance ~c} CLIENT must maintain an active e- Agreement represents the entire agreement mail address capable of receiving a 5 of CLIENT and COMPANY with respect to MB attachment. This e-mail account the maintenance of the software products must be accessible from a PC connected and supersedes any prior agreements, to the server hosting the CGMPANY understandings and representations, whether software applications. written, oral, expressed, implied, or (d} CLIENT must open firewall ports to statutory, CLIENT hereby acknowledges enable access to CQMPANY's FTP that in entering into this agreement it did not server for program updates via Live rely on any representations or warranties Update. other than those explicitly set forth in this fie} CLIENT is responsible fvr reading Annual Software Maintenance Agreement, and complying with CGMPANY's b} If any term or provision of this Systems Requirements. Agreement or the application thereof to any CLIENT is responsible for ensuring person or circumstance shall, to any extent, that data and application backup be invalid or unenforceable, the remainder processing is occurring, as well as, of this Annual Software Maintenance verifying the existence and accuracy of Agreement or the application of such term the data being backed up. For mission or provision to persons or circumstances critical data, CGMPANY highly other than those as to which it is held invalid recommends regularly scheduled off site or unenforceable shall not be affected backup services, as well as, frequent thereby, and each term and provision of this local backups. Annual Software Maintenance Agreement Io. Limitation of Liability, Upon the shall be valid and enforced to the fullest initiation of maintenance and support extent permitted by law. services under this Annual c} This Annual Software Maintenance Maintenance Agreement, the liability Agreement may only be amended, modified of COMPANY, whether based on a or changed by written instrument signed by theory of contract or tort, shall be both parties. limited to fixing defects in accordance d} CLIENT should return an executed copy with the terms herein, and if the of this Agreement to COMPANY, If the COMPANY cannot fix defects, to the Agreement is not returned to COMPANY fees paid by CLIENT for services within 90 days from the issue date, then such under this Annual Software Agreement is subject to be voided and prices Maintenance Agreement, are subject to change. 4