Resolution No. 90461
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RESOLUTION NO. 9046
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
TYLER TECHNOLOGIES, INC. FOR PURCHASE OF FINANCIAL
SOFTWARE SYSTEM
WHEREAS, the City desires to update and consolidate its data
financial software systems into a comprehensive system to increase
productivity and efficiency by eliminating separate data entry and
Imaintenance of information and increase reporting capabilities to
(provide a more efficient and versatile financial software system; and
WHEREAS, City staff evaluated various financial software
systems based upon the following criteria: designed specifically for
the public sector, widely used by surrounding cities, windows -based
interface, seamless integration between modules, ability to "drill
Idown" to different screens to obtain detailed information, robust
reporting capabilities, ease -of -use for all employees, flexible
requisition and purchase order fields, capable of creating "what -if"
budget scenarios, multiple levels of security, conversion assistance,
and outstanding customer service and technical support; and
WHEREAS, City staff determined that the Eden Software-
InForum Gold software by Tyler Technologies, Inc. ("Tyler"), which is
designed and implemented specifically for municipalities nationwide,
provides comprehensive data collection, storage and reporting
capabilities, exceptional integration between modules, strong customer
support, and is widely used and recommended by.local cities; and
WHEREAS, Tyler represents that it is the largest company in
the country solely dedicated to providing software and services to
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government agencies and that it is capable of providing professionally
trained and qualified personnel to consult and support the operation
of the Eden Software-InForum Gold software for the City; and
WHEREAS, on May 9, 2006, the Finance Committee approved the
purchase of the financial software system for city-wide use from Tyler
at an approximate cost of $272,740.50, subject to the preparation of
�lan agreement; and
WHEREAS, the proposal from Tyler is for licensing and
purchase of general ledger, budgeting, purchasing, requisitioning,
accounts payable, accounts receivable, fixed assets, project
accounting and cashiering modules of its Eden Software-InForum Gold,
with six months of support and the option of purchasing the payroll,
inventory and citizen services modules to expand the system at a later
date; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of Subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Tyler to provide the
financial software, licensing, installation, data conversion, training
and support needed by the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
land correct.
SECTION.2: The City Council of the City of Vernon hereby
approves the Agreement with Tyler, in substantially the same form as
the copy which is attached hereto as Exhibit A and incorporated by
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1-'31STATE
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OF CALIFORNIA )
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COUNTY OF LOS AN'GELE'S )
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I, BRUCE V. MAL'KENHORST,
JR., Acting City Clerk of the. City of
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'Vernon, do hereby certify that
the foregoing Resolution, being
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Resolution No. 9046,, was duly
adopted, by the City Council of the City
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of Vernon at a regular meeting
of the City Council' duly held on
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Wednesday, May 2'4; 2006,.and 'thereafter
was duly signed by the Mayor of
9',,;the'
City of Vernon.
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BRUCE V. M LKENHORST, JR.
12'
Actin Cit Clerk
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(SEAT,)
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AGREEMENT
This agreement ("Agreement") is made this day of �'�, , 2006
by and between Tyler Technologies, Inc. with offices at 1100 Oakesdale Avenue SW, Renton,
Washington 98055 ("Tyler") and the City of Vernon, California with offices at 4305 Santa Fe
Avenue, Vernon, California 90058 ("Client").
Section A - Software License Agreement
1. License Grant.
a) Upon Client's payment in full of the Application Software License Fees set forth in the
Investment Summary, Tyler shall grant to Client and Client shall accept from Tyler a non-
exclusive, nontransferable, non -assignable, perpetual license to use the Tyler software products
and related interfaces (collectively, the "Tyler Software Products") and Tyler user manuals, for
internal business purposes of Client, subject to the terms and conditions of this Agreement.
b) Tyler shall retain ownership of the Tyler Software Products and user manuals.
c) The Tyler Software Products are not licensed to perform functions or processing for
subdivisions or entities that were not disclosed to Tyler prior to the effective date of this
Agreement.
d) The right to transfer the Tyler Software Products to a replacement hardware system is included
in this Agreement. Client shall pay Tyler for the cost of new media or any required technical
assistance to accommodate the transfer. Client shall provide advance written notice to Tyler of
any such transfer.
e) Client acknowledges and agrees that the Tyler Software Products and user manuals are
proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall use
best efforts to keep the Tyler Software Products and user manuals confidential and to prevent any
misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or user
manuals by any party.
f) The Tyler Software Products may not be modified. Client shall not perform decompilation,
disassembly, translation or other reverse engineering on the Tyler Software Products. If Client
modifies the Tyler Software Products, Tyler's obligations to provide maintenance services on and
warranty the Tyler Software Products shall be void.
g) Client may make copies of the Tyler Software Products for archive purposes only. Client will
repeat any and all proprietary notices on any copy of the Tyler Software Products. Client may
make copies of the Tyler user manuals for internal use only.
h) Tyler maintains an escrow agreement with an escrow services company under which Tyler
places the source code of each major release of the Tyler Software Products. At Client's request,
Tyler will add Client as a beneficiary to such escrow agreement. Client shall pay the annual
beneficiary fee directly to the escrow services company and is solely responsible for maintaining
its status as a beneficiary.
2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in
full for the license granted herein, the Application Software License Fees set forth in the
Investment Summary
3. Verification of the Tyler Software Products.
Client will select one (1) of the following two (2) options within thirty (30) days of installation by
providing written notice to Tyler in accordance with Article 15 of Section E:
a) Within sixty (60) days after the Tyler Software Products have been installed on
Client's hardware, Tyler will verify the Tyler Software Products by demonstrating to Client that
the Tyler Software Products perform all of the functions set forth in Exhibit 2 - Verification Test,
which demonstration shall constitute verification that the Tyler Software Products substantially
conform to the then -current Tyler user manuals and the functional descriptions of the Tyler
Software Products in Tyler's written proposal to Client; or
b) Within sixty (60) days after the Tyler Software Products have been installed on
Client's hardware, Client may use its own process to verify that the Tyler Software Products
perform all of the functions set forth in Exhibit 2 - Verification Test, which shall constitute
verification that the Tyler Software Products substantially conform to the then -current Tyler user
manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal
to Client.
c) Verification as described herein shall be final and conclusive except for latent defect, fraud,
and a gross mistake that amounts to fraud. In the event verification is not final and conclusive,
pursuant to this paragraph, Tyler shall correct the cause thereof. In the event Tyler cannot correct
the cause thereof, Client may invoke its rights under Article 4 of Section A.
d) Tyler shall promptly correct any functions of the Tyler Software Products that failed
verification.
4. Limited Warranty. For as long as a current Maintenance Agreement is in place, Tyler
warrants that the Tyler Software Products will substantially conform to the then -current Tyler
user manuals and the functional descriptions of the Tyler Software Products in Tyler's written
proposal to Client, if applicable. In the event of conflict between the afore -mentioned documents,
the then -current Tyler user manuals shall control. If the Tyler Software Products do not perform
as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the
defect. Should Tyler be unable to cure the defect or provide a replacement product, Client shall
be entitled to a refund of the Application Software License Fee paid for the defective Tyler
Software Product, as depreciated on a straight-line basis over a seven (7) year period
commencing on the effective date of this Agreement.
5. Intellectual Property Infringement Indemnification. Tyler will defend and indemnify
Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software
Product infringes that party's patent, copyright or other intellectual property right issued and
existing as of the effective date of this Agreement or as of the distribution date of a release to the
Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued
by a court of competent jurisdiction or of any settlement that Tyler pre -approves in writing,
provided that Client promptly notifies Tyler in writing of any such claim, gives Tyler reasonable
cooperation, information, and assistance in connection with it, and consent to Tyler's sole control
and authority with respect to the defense, settlement or compromise of the claim. Tyler will not
be obligated under this section if the infringement results from: (i) Client's use of a previous
version of a Tyler Software Product and the claim would have been avoided had Client used the
current version of the Tyler Software Product; (ii) Client's combining the Tyler Software Product
with devices or products not provided by Tyler, (iii) use of a Tyler Software Product in
applications, business environments or processes for which the Tyler Software Product was not
designed or contemplated, and where use of the Tyler Software Product outside such application,
environment or business process would not have given rise to the claim, (iv) corrections,
modifications, alterations or enhancements that Client made to the Tyler Software Product; (v)
use of the Tyler Software Product by any person or entity other than Client or Client's employees;
or (vi) Client's willful infringement. In the event a Tyler Software Product is finally determined
to be infringing and its use by Client is enjoined, Tyler shall, at its election (i) procure for Client
the right to continue using the infringing Tyler Software Product; (ii) modify or replace the
infringing Tyler Software Product so that it becomes non -infringing; or (iii) terminate Client's
license for the infringing Tyler Software Product and refund to Client the Application Software
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License Fee paid for the infringing Tyler Software Product, as depreciated on a straight-line basis
over a seven (7) year period commencing on the effective date of this Agreement. Tyler shall
have no liability hereunder if (i) Client modified a Tyler Software Product and such modification
is determined by a court of competent jurisdiction to be a contributing cause of the infringement,
(ii) Client continues using the infringing Tyler Software Product after Client becomes aware that
such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder,
or (iii) the infringement would have been avoided by Client's use of the most current version of
the Tyler Software Product. The foregoing states Tyler's entire liability and Client's sole and
exclusive remedy with respect to the subject matter hereof.
6. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the use of the Tyler Software Products. Tyler's liability for damages and
expenses arising out of this Software License Agreement, whether based on a theory of contract
or tort, including negligence and strict liability, shall be limited to the Application Software
License Fees set forth in the Investment Summary. Such Application Software License Fees
reflect and are set in reliance upon this limitation of liability.
Section B - Professional Services Agreement
1. Services. Tyler shall provide the services set forth in the Investment Summary at Client's
election.
2. Professional Services Fees.
a) All Training & Installation and Data Conversion services shall be invoiced in hourly
increments.
b) Upon the completion of each service day or group of days, Tyler will present a Customer
Service Report to Client. Client shall either sign the report indicating acceptance of the service
day and its subsequent billing, or not sign the report and note reasons for Client's non -acceptance
of the service day. This acceptance is final.
c) Verification in accordance -with -Article 3 of Section A shall be billable to -Client at the -rate -for -
Training & Installation services set forth in the Investment Summary.
d) Payment is due within thirty (30) calendar days of invoice receipt.
e) Expenses shall be billed in accordance with the then -current Tyler Business Travel Policy,
based on Tyler's usual and customary practices. Tyler's current Business Travel Policy is
attached hereto as Exhibit 3. Copies of receipts shall be provided on an exception basis at no
charge. Should all receipts for non per diem expenses be requested, an administrative fee shall be
incurred. Receipts for mileage and miscellaneous items less than five dollars ($5) are not
available.
3. Additional Services. Services utilized in excess of those set forth in the Investment Summary
and additional related services not set forth in the Investment Summary shall be billed at Tyler's
then current rates.
4. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the provision or quality of the services or the use of the Tyler Software
Products. Tyler's liability for damages and expenses arising out of this Professional Services
Agreement, whether based on a theory of contract or tort, including negligence and strict liability,
shall be limited to the service fees set forth in the Investment Summary. Such fees reflect and are
set in reliance upon this limitation of liability.
5. Cancellation. In the event Client cancels services less than two (2) weeks in advance, Client is
liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)
daily fees associated with the canceled services if Tyler is unable to re -assign its personnel.
Section C - Maintenance Agreement
1. Scope of Agreement. Client agrees to purchase and Tyler agrees to provide maintenance
services for the Tyler Software Products in accordance with the following terms and conditions.
2. Term of Agreement. This Maintenance Agreement is effective on the first day of training and
shall remain in force for a one (1) year term. Upon expiration of this Maintenance Agreement,
Client may renew the Maintenance Agreement for subsequent one (1) year periods at the then -
current Application Software Maintenance Fees.
3. Payment.
a) Additional Charges. Any maintenance services performed by Tyler for Client which are not
covered by this Maintenance Agreement, as set forth in Article 5 of Section C, including
materials and expenses, shall be billed to Client at Tyler's then current rates.
b) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed
Application Software Maintenance Fees within sixty (60) calendar days of the due date. Tyler
will reinstate maintenance services upon Client's payment of the overdue Application Software
Maintenance Fees.
4. Maintenance Services Terms and Conditions.
a) For as long as a current Maintenance Agreement is in place, Tyler shall, in a professional, good
and workmanlike manner, perform its obligations set forth in this Maintenance Agreement in
order to conform the Tyler Software Products to the applicable warranty under this Agreement. If
Client modifies the Tyler Software Products, Tyler's obligations to provide maintenance services
on and warrant the Tyler Software Products shall be void.
b) Tyler shall provide telephone support on the Tyler Software Products. Tyler personnel will
accept telephone calls during the hours of 5 AM PST and 6 PM PST, Monday through Friday,
excluding holidays.
c) Tyler shall continuously maintain a master set of the Tyler Software Products on appropriate
media, a hardeopy printout of source code to the Tyler Software Products, and Tyler user
manuals.
d) Tyler shall maintain personnel appropriately trained to be familiar with the Tyler Software
Products in order to provide maintenance services.
e) Tyler shall provide Client with all releases Tyler makes to the Tyler Software Products. Client
acknowledges and agrees that a new release of the Tyler Software Products is for implementation
in the Tyler Software Products as they exist without Client customization or modification.
f) Client acknowledges and agrees that Tyler reserves the right to cease supporting a prior release
of the Tyler Software Products six (6) months after shipping a new release of the Tyler Software
Products.
5. Limitations and Exclusions. Application Software Maintenance Fees do not include
installation or implementation of the Tyler Software Products, onsite support (unless Tyler cannot
remotely correct a defect in a Tyler Software Product), application design, other consulting
services, support of an operating system or hardware, or support outside Tyler's normal business
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hours.
6. Client Responsibilities.
a) Client shall provide, at no charge to Tyler, full and free access to the Tyler Software Products;
working space; adequate facilities within a reasonable distance from the equipment; and use of
machines, attachments, features, or other equipment necessary to provide maintenance services
set forth herein.
b) Client shall maintain for the duration of the Maintenance Agreement a VPN connection
through Citrix or Microsoft Terminal Services. Tyler, at its option, shall use the connection to
assist with problem diagnosis and resolution.
7. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the provision or quality of maintenance services or use of the Tyler
Software Products. Tyler's liability for damages and expenses arising out of this Maintenance
Agreement, whether based on a theory of contract or tort, including negligence and strict liability,
shall be limited to the Application Software Maintenance Fees paid to Tyler during the twelve
(12) months prior to the claim. Such Application Software Maintenance Fees reflect and are set
in reliance upon this limitation of liability.
Section D - Third Party Product Agreement
1. Agreement to License or Sell Third Party Products. For the price set forth in the
Investment Summary, Tyler agrees to license or sell and deliver to Client, and Client agrees to
accept from Tyler the Third Party Products set forth in the Investment Summary ("Third Party
Products").
2. License of Third Party Software Products.
a) Upon Client's payment in full of the Third Party Product Fees, Tyler shall grant to Client and
Client shall accept from Tyler a non-exclusive, nontransferable, non -assignable license to use the
Third Party Software Products and related documentation for Client's internal business purposes,
subject to the terms and conditions set forth herein.
b) The developer of the Third Party Software Products (each a "Developer", collectively
"Developers") shall retain ownership of the Third Party Software Products.
c) The right to transfer the Third Party Software Products to a replacement hardware system is
governed by the Developer. The cost for new media or any required technical assistance to
accommodate the transfer would be billable charges to Client. Client shall provide advance
written notice to Tyler of any such transfer.
d) Client acknowledges and agrees that the Third Party Software Products and related
documentation are proprietary to the Developer and have been developed as trade secrets at the
Developer's expense. Client shall use best efforts to keep the Third Party Software Products and
related documentation confidential and to prevent any misuse, unauthorized use, or unauthorized
disclosure of the Third Party Software Products and related documentation by any party.
e) Client shall not perform decompilation, disassembly, translation or other reverse engineering
on the Third Party Software Products.
f) Client may make copies of the Third Party Software Products for archive purposes only. Client
will repeat any and all proprietary notices on any copy of the Third Party Software Products.
Client may make copies of the documentation accompanying the Third Party Software Products
for internal use only.
3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for Third Party
Products include costs for shipment while in transit from the Developer or supplier to Client.
4. Installation and Acceptance. Unless otherwise noted in the Investment Summary, the Tyler
Software Product installation fee includes installation of the Third Party Products. Upon
completion of installation, Client shall obtain from Tyler a certification of completion, or similar
document, which shall constitute Client's acceptance of the Third Party Products. Such
acceptance shall be final and conclusive except for latent defect, fraud, and a gross mistake as
amount to fraud.
5. Site Requirements. Client shall provide a suitable environment, location and space for the
installation and operation of the Third Party Products; sufficient and adequate electrical circuits
for the Third Party Products; and installation of all required cables.
6. Warranties.
a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party
Products.
b) Tyler warrants that each Third Party Product shall be new and unused, and if Client fully and
faithfully performs each and every obligation required of it under this Third Party Product
Agreement, Client's title or license to each Third Party Product shall be free and clear of all liens
and encumbrances arising through Tyler.
c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products.
As such, Tyler does not warrant or guarantee the condition or operating characteristics of the
Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments
that Tyler may receive from the Developer or supplier of the Third Party Products.
7. Maintenance.
a) In the event Client elects not to purchase through Tyler maintenance services on the Third
Party Products, or such maintenance services are unavailable, it shall be the responsibility of
Client to repair and maintain the Third Party Products and purchase enhancements as necessary
after acceptance as set forth in Article 4 of Section D.
b) In the event Client elects to purchase through Tyler maintenance services on the Third Party
Products, Tyler will facilitate resolution of a defect in a Third Party Product with the Developer.
c) In the event the Developer charges a fee for future Third Party Software Product release(s),
Client shall be required to pay such fee.
8. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the use of the Third Party Products. Tyler's liability for damages and
expenses arising out of this Third Party Product Agreement, whether based on a theory of
contract or tort, including negligence and strict liability, shall be limited to the Third Party
Product Fees set forth in the Investment Summary. Such prices are set in reliance upon this
limitation of liability.
Section E - General Terms and Conditions
1. Taxes. The fees set forth in the Investment Summary do not include any tax or other
governmental imposition including, without limitation, sales, use or excise tax. All applicable
sales, use, and excise tax shall be paid by Client and shall be paid over to the proper authorities
by Client or reimbursed by Client to Tyler on demand in the event demand is made on Tyler for
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the payment thereof. If tax-exempt, Client must provide Tyler with Client's tax exempt number
or form.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties in this
Agreement, Client shall provide written notice to Tyler within fifteen (15) calendar days of
receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to
provide written clarification and details. Tyler shall provide a written response to Client that shall
include either a justification of the invoice or an adjustment to the invoice. Tyler and Client shall
develop a plan to outline the reasonable steps to be taken by Tyler and Client to resolve any
issues presented in Client's notice to Tyler. Client may only withhold payment of the amount
actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding
the foregoing, if Tyler is unable to complete its actions outlined in the plan because Client has not
completed its action items outlined in the plan, Client shall remit full payment of the invoice.
b) Any invoice not disputed as described above shall be deemed accepted by Client. Tyler
reserves the right to suspend delivery of all services in the event Client fails to pay an invoice not
disputed as described above within sixty (60) calendar days of receipt of invoice.
3. Force Majeure. Neither party shall be liable for delays in performing its obligations under
this Agreement to the extent that the delay is caused by force majeure.
Force majeure shall not be allowed unless:
a) Within five (5) business days of the occurrence of force majeure, the party whose performance
is delayed thereby shall provide the other party or parties with written notice explaining the cause
and extent thereof, as well as a request for a time extension equal to the estimated duration of the
force majeure events.
b) Within ten (10) business days after the cessation of the force majeure event, the party whose
performance was delayed shall provide the other party written notice of the time at which force
majeure ceased and a complete explanation of all pertinent events pertaining to the entire force
majeure situation.
Either party shall have the right to terminate this Agreement if Force Majeure suspends
performance of scheduled tasks by one or more parties for a period of one hundred -twenty (120)
or more days from the scheduled date of the task. This paragraph shall not relieve Client of its
responsibility to pay for services and goods provided to Client and expenses incurred on behalf of
Client prior to the effective date of termination.
4. Indemnification.
a) Subject to the limitation of liability set forth herein, Tyler shall indemnify and hold harmless
Client and its agents, officials and employees from and against any and all claims, losses,
liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising
from Tyler's negligence or willful misconduct. Tyler shall not be liable to the degree or extent of
damages, loss, or expense determined to be the fault of the Client.
b) Subject to the limitation of liability set forth herein, Client shall indemnify and hold harmless
Tyler and its agents, officials and employees from and against any and all claims, losses,
liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising
from Client's negligence or willful misconduct. Client shall not be liable to the degree or extent
of damages, loss, or expense determined to be the fault of Tyler.
5. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS
AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES,
AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT
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LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY
DISCLAIMED BY TYLER.
6. Arbitration. The parties agree that any and all disputes arising out of or in relation to this
Agreement, including without limitation any action in tort, shall be resolved exclusively, finally
and conclusively by arbitration in Los Angeles County, California under the auspices of and
pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party
will select an arbitrator. Those two arbitrators will then select a third. The three member panel
will make the final decision. All decisions of the arbitrators shall be in writing, and the
arbitrators shall provide written reasons for their decision. The arbitration decision shall be final
and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to
access the court system to enforce any arbitration award or to obtain injunctive relief. The
exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los
Angeles County.
7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit
of Tyler and Client. No third party shall be deemed a beneficiary of this Agreement, and no third
party shall have the right to make any claim or assert any right under this Agreement.
8. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The parties agree to submit to the exclusive
jurisdiction of, and venue in, the courts in the County of Los Angeles in any dispute arising out of
or relating to this Agreement.
9. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with
respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. Client hereby
acknowledges that in entering into this Agreement it did not rely on any information not
explicitly set forth in this Agreement.
10. Severability. If any term or provision of this Agreement or the application thereof shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
11. Modification, This Agreement may only be modified by written amendment signed by
authorized representatives of both parties.
12. Termination.
a) Termination for Convenience. In the event of Client's termination of this Agreement for
convenience, Client shall provide Tyler with thirty (30) days' advance written notice of Client's
intent to terminate this Agreement. Client shall pay Tyler for products, services and expenses
delivered or incurred prior to the date Tyler received Client's notice of termination.
b) Termination for Cause. In the event of Tyler's failure to perform under this Agreement, Client
shall immediately notify Tyler in writing of such failure and allow Tyler a thirty (30) day period
in which to cure such failure. If, at the end of the cure period, Tyler has not cured such failure,
Client will have the right to terminate this Agreement. Upon such termination, Client shall pay
Tyler for all products, services, and expenses not in dispute which were delivered or incurred
prior to the date Tyler received Client's notice of termination. Payment for products, services,
and expenses in dispute will be determined in accordance with the dispute resolution process
13. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement
has been approved by its governing body and is a binding obligation upon Client.
14. No Assignment. Client may not assign its rights and responsibilities under this Agreement
without Tyler's prior written permission, not to be unreasonably withheld.
15. Notices. All notices or communications required or permitted as a part of this Agreement
shall be in writing (unless another verifiable medium is expressly authorized) and shall be
deemed delivered when:
a) Actually received,
b) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the
party,
c) Upon receipt by sender of proof of email delivery, or
d) If not actually received, ten (10) days after deposit with the United States Postal Service
authorized mail center with proper postage (certified mail, return receipt requested) affixed and
addressed to the respective other party at the address set forth in this Agreement or such other
address as the party may have designated by notice or Agreement amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by the
intended receiving party of a new address will be borne by the intended receiving party. The
addresses of the parties to this Agreement are as follows:
Tyler Technologies, Inc.
370 U.S. Route 1
Falmouth, ME 04105
Attention: Contracts Department
Client:
City of Vernon
4305 S. Santa Fe Avenue
Vernon, CA 90058
Attention: City Clerk
16. Independent Contractor. This is not an Agreement of partnership or employment of Tyler
or any of Tyler's employees by Client. Tyler is an independent contractor for all purposes under
this Agreement.
17. Insurance. Prior to performing services under this Agreement, Tyler shall provide Client
with certificates of insurance evidencing the following insurance coverage:
a) Commercial general liability of at least $1,000,000;
b) Automobile liability of at least $1,000,000;
c) Professional liability of at least $1,000,000; and
d) Workers compensation complying with statutory requirements.
18. Confidentiality. Both parties recognize that their respective employees and agents, in the
course of performance of this Agreement, may be exposed to confidential information and that
disclosure of such information could violate rights to private individuals and entities. Each party
agrees that it will not disclose any confidential information of the other party and further agrees to
take appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein shall survive the termination or cancellation of this Agreement for a
period of two (2) years. This obligation of confidentiality shall not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise, except by
breach of this Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to Freedom of Information Act requests and/or the Public Records Act, only to the
extent disclosure is based on the good faith written opinion of the receiving party's legal counsel
that disclosure is required by law: provided, however, that that receiving parry shall give prompt
notice of the service of process or other documentation that underlies such requirement and use
its best efforts to assist the disclosing party if the disclosing party wishes to obtain a protective
order or otherwise protect the confidentiality of such confidential information. The disclosing
party reserves the right to obtain protective order or otherwise protect the confidentiality of its
confidential information.
19. Nondiscrimination. Tyler shall not discriminate against any person employed or applying
for employment concerning the performance of Tyler's responsibilities under this Agreement.
This discrimination prohibition shall apply to all matters of initial employment, tenure, and terms
of employment, or otherwise with respect to any matter directly or indirectly relating to
employment concerning race, color, religion, national origin, age, sex, sexual orientation,
ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular
job or position, height, weight, marital status, or political affiliation.
20. Subcontractors. Tyler shall not subcontract any services under this Agreement without
Client's prior written permission, not to be unreasonably withheld.
21. Non -appropriation. If Client should not appropriate or otherwise make available funds
sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other
means of performing the same functions of such products, Client may unilaterally terminate this
Agreement only upon thirty (30) days written notice to Tyler. Upon termination, Client shall
remit payment for all products and services delivered to Client and all expenses incurred by Tyler
prior to Tyler's receipt of the termination notice.
22. Shipping. Delivery shall be F.O.B. shipping point.
23. Payment Terms.
a) Client will pay $28,650 upon execution of this Agreement that equals 25% of the Application
Software License Fees.
b) Client will pay $76,300 upon delivery of the software products that equals:
50% of the Application Software License Fees ($57,300)
100% of the Third Party Hardware/System Software License Fees ($19,000)
c) Client will pay $28,650 that equals 25% of the Application Software License Fees upon
verification of the Tyler Software Products in accordance with Article 3 of Section A. Unless the
Tyler Software Products fail verification, this period shall not exceed ninety (90) days after
delivery.
d) Prices do not include travel expenses, subject to Article 2(e) of Section B.
e) Training & Installation and Data Conversion services, plus expenses, are billed if and as
provided/incurred and are due and payable thirty (30) days after receipt of invoice.
10
f) Travel expenses for airfare and lodging are subject to Client's prior approval.
g) The Year 1 Maintenance Fees of $26,720 are due and payable upon the first day of training.
IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this
Agreement.
Tyler Technologies, Inc.
By: -C
Name: Richard E. Peterson, Jr.
Title: President — Large Financial
Division
Date: Au ust 3 006
By:
. W7W
Name: Michael J. Lyons
Title: Chief Financial Officer - Large
Financial Division
Date: August 3, 2006
Client: City of Vernon, California
By:
Name: Leonis C. Malburg
Title: Mayor
Date: ,; `?—��el7e��
ATTEST:
By:
Bruce . Malkenhorst, Jr., Actiflg
City Clerk
APPROVED TO FORM:
Eric T. Fres4 City Attorney
11
EXHIBIT 1
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x
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3
C
CD
3
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7
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3
3
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EXHIBIT 2
Exhibit 2 — Verification Test
The Verification Test will be conducted after the Tyler Software Products are installed and before
they are implemented. The Verification Test is performed using the Tyler sample database. Such
database contains general information applicable to all Tyler clients. As such, the Verification
Test will not demonstrate Client -specific functionally. Rather, the Verification Test will confirm
that the Tyler Software Products are installed and performing baseline functions.
Client:
Contact:
Date:
Financial Products
1. View general ledger accounts form (Initial)
2. View budget documents
3. View accounts payable vendor form
4. Find purchase orders in purchase order inquiry
5. View inventory item form
6. View fixed assets form
7. View projects form
8. View accounts receivable customers form
Customer Information System Products
1. View fee schedule with rate tables (Initial)
2. View utility billing account form
3. View utility billing customer form
4. View parcels form
5. View license form
6. View permits form
Personnel Products
1. View employee form (Initial)
2. View position form
3. View deduction codes
4. View pay type codes
5. View shift calendars
13
EXHIBIT 3
Airfare
Exhibit 3 — Business Travel Policy
All airfare will be booked Economy Class, with best efforts to make reservations 2 — 4
weeks in advance for best pricing. All air tickets will be booked "non refundable" to
minimize ticket costs. If change fees or other additional charges are incurred as a result
of Client rescheduling, cancellations, or other factors that impact the planned dates for a
trip, the Client will be billed for those charges.
Airport Parking
Client is billed for the cost of on -airport long term parking costs incurred while staff is
traveling to client site.
Mileage
Federal Government Rate
Tyler employee mileage to the airport, train terminal, etc. for the client trip will
be billed at the IRS designated reimbursement rate per mile. Actual mileage for
the employee travel to the site will be billed at the IRS rate if not traveling by air,
rail, etc.
Airport Shuttle
If Tyler employee uses the service of an airport shuttle, this amount will not exceed the
standard rate for airport parking (as noted above) plus mileage to and from the airport.
Car Rental
Tyler has negotiated rates with national automobile rental companies to minimize car
rental fees. Actual cost of car rental, taxes, refueling costs etc. will be billed to the
Client.
Hotel/Motel
Tyler employees will stay at medium -class hotels/motels (less than 4 stars) when
available. 4 or 5 Star hotels/motels may be selected if, during promotional times, prices
can be negotiated at rates similar to 3 star facilities.
Meals
Federal daily per diem rate for Client location will apply. Per diem will include travel
time to and from the Client location.
Miscellaneous
All direct expenses not included above will be billed to the Client. This includes but is
not limited to such items as internet connectivity (if not included free in the cost of hotel)
and any other incidentals such as copies, supplies, road tolls, local parking fees, etc.
directly related to time spent on site.
14
EXHIBIT 4
Exhibit 4 — Data Conversion Process
Conversion Assistance
Tyler will generally convert relevant and useful data from a client's legacy system as a part of the
conversion/installation process. The Investment Summary contains an estimated cost for the
project. This estimate is based on Tyler's experience in performing similar successful data
conversions over the past twenty years. Client will be billed for actual conversion services
provided by Tyler.
Tyler has developed the following proven strategy for converting data from legacy systems into
Tyler's database structure.
• A project coordinator is assigned to Client once the Agreement is executed.
• The project coordinator works with Client to schedule consultation meetings (or site visits if
necessary) in accordance with the data conversions for each module.
• Tyler provides detailed conversion data specification documents to Client's technical staff.
• Tyler's conversion specialists consult with Client's technical staff and provide file
specifications to enable Client's technical staff to prepare and provide the conversion data in
the necessary format. If requested by Client, Tyler will determine if Tyler can gather the data
itself and assist in converting it into Tyler's data specifications (referred to as a start -to -finish
conversion for an additional fee). Otherwise, Tyler's standard conversion method requires
Client to provide Tyler with the extract of the required data in accordance with Tyler's data
specifications and in the technical format specified below. Data must be "in balance" in
order to proceed with the conversion process.
• Client provides Tyler with the first instance of data on or before a scheduled date. Tyler
inspects and verifies the accuracy of the data. Data may require additional "clean-up" by
Tyler's technical staff or Tyler may require Client to provide Tyler with new data files. Once
the data is considered accurate, Tyler converts the data into Tyler's database schema. This is
typically done using conversion programs written and maintained by Tyler's technical staff.
15
Depending on the accuracy and conformance of the data provided by Client, Tyler may repeat
the conversion process up to two times, in order to provide accurate and balanced data before
Client uses the Tyler Software Products in live production. On the more complicated Tyler
Software Products, Tyler typically plan for an initial conversion to be aligned with the "set
up" of the Tyler Software Product, refinement of the conversion during system testing, and
then a final conversion for parallel processing and use of the Tyler Software Product in live
production.
During the entire process, a Tyler conversion specialist is assigned to each Tyler Software
Product that is receiving converted data. This person will be responsible for working with
Client to analyze and convert data, support Tyler's Implementation Consultant while on -site,
and fix data problems using the available tools. Once Client uses the Tyler Software
Products in live production, Client is officially transitioned to Tyler's Technical Support
organization.
File Formats
There will typically be multiple conversion files for each module. Conversion import files may
be provided in one of the following formats: 1) ASCII pipe "I" delimited text file, 2) Non
Formatted Microsoft Excel Worksheet, or 3) Microsoft Access database.
The import files must adhere to the following characteristics:
• ASCII character content: The data must contain only printable ASCII characters. Control
characters, non -printable characters, or "packed" data fields are not allowed.
• One record per line or row: Each line or row constitutes a single record or row of data.
ASCII Pipe Delimited Text File:
Data may be provided as ASCII pipe delimited text files with variable length data separated by a
1" ("pipe") character. Variable length records contain fields that are only as wide as the data
requires (there are no leading or trailing spaces between data in each field). Files should be
stored using the ".txt" file extension. Fields containing a Null value should have two adjacent
pipe delimiter characters "11" representing the start of the current field and the start of the next
field; it is not necessary to fill the field with spaces.
Microsoft Excel Worksheet:
Data may be provided as a Microsoft Excel Worksheet with one worksheet representing one
conversion file. All conversion files may be stored in one Microsoft Excel file as separate
worksheets in the same ".xls" file extension. Worksheets cannot contain macros or data links.
Each worksheet must adhere to the file specifications with the first row containing the header
column information and each subsequent row representing one record of data.
IGol
Microsoft Access Database:
Data may be provided as a Microsoft Access Database with each conversion file defined as a separate table.
Table names should adhere to the file names minus the ".txt" extension. Upon request, a Microsoft Access
Database may be supplied with all conversion tables pre -defined.
Assum tious
The conversion service fees listed in the Investment Summary are based upon the following assumptions:
• The conversion estimate includes conversion of financial data for one client. The conversion includes the
current and previous fiscal year for each Tyler Software Product, unless otherwise noted.
• Client is responsible for extracting the "convert -from" data files from its systems, formatting it into Tyler's
provided data specifications, and providing it in one of the acceptable technical formats.
• Tyler will convert the chart of accounts, organization titles, funds, account balances, account activity on
both an annual and per -period basis for every fiscal year converted, including budgets.
• For the accounts payable/purchasing conversion, Tyler will convert vendor and vendor balance information,
and outstanding check history
• Purchase orders, outstanding invoices, security setups, requisition queues, requisitions, vendor ship -to, and
vendor bill -to addresses are not included in the standard general ledger/accounts payable/purchasing
conversion.
• The conversion estimate for accounts receivable includes conversion of accounts receivable customer
identifying information (customer number, name, addresses, and billing codes) and current accounts
receivable open items (customer number, account number, due date, amount owed). The accounts
receivable conversion does not include history.
• The conversion estimate for project/grant accounting includes conversion of the project strings, materials
history, labor history, and project balances. This conversion includes up to five fiscal years of project
accounting data.
• The conversion estimate for fixed assets includes conversion of fixed asset number and type, depreciation
information, distribution information, asset class information, and improvement information.
• The payroll/position control conversion estimate includes conversion of payroll data for one client. For the
payroll conversion, Tyler will convert employee and position information, grade and step tables, employee
benefit and deduction information, direct deposit accounts, employee leave balances, and the current year's
employee paycheck history. Previous year's payroll check history, job costing numbers, and job costing
history, are not included in the standard payroll/position control conversion.
• The special assessments conversion estimate includes assessment district information (assessment types,
ordinance numbers, and descriptions), assessment specific information (owners, assessed amounts, and
balances due), and transaction specific information (bills, receipts, and their associated amounts). Fee
structures are not included in the conversion.
17
• The estimate for parcels conversion includes basic parcel information consisting of addresses, owners,
assessments and zoning, along with building information (addresses, owners), business information
(addresses, owners, insurance) and professional information (surveyors, architects, engineers).
• The permit conversion estimate includes permit address, owner, applicant, and lender. All legacy fees need
to be combined into a 'total fees' code representing the summation of all fees on a permit.
• The licensing module conversion estimate includes occupational information (mailing information, phone,
email, tenants, lessees), and account information (numbers, fees, deposits). Fee structures are not included
in the conversion.
• The utility billing conversion estimate includes customer information (mailing information, phone, email for
owners, tenants, lessees, lenders, property managers, escrows, etc.), service location addresses, account
information (numbers, services, fees, deposits), meter information (number, location, measurement of the
meter, radio frequency), and history (meter reads and consumption, bills, receipts, billing adjustments,
receipt adjustments). Fee structures and service orders are not included in the conversion.
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
-Al _
4305 Santa Fe Avenue, Vernon, California 90058
telephone (323) 583-8811
August 21, 2006
Tyler Technologies, Inc.
ATTN: Stacey M. Gerard, Contracts Manager
370 U.S. Route 1
Falmouth, ME 04105
Re: Financial Software License Agreement
Dear Ms. Gerard:
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
Acting City Treasurer
Transmitted herewith is a fully executed amendment as referenced
above, approved by City Council on May 24, 2006, through Resolution
No. 9046.
If you have any questions regarding this matter, please call Ms.
Jennifer McNabb at 323/583-8811 ext. 591.
NG/dr
c: Sharon Duckworth
Carlos Fandino
Resolution No. 9046
Agreement File No. 06-061
-7�ery truly yours,
Nell SGion
Deputy City Clerk
'Excrugively wnbugtriar
E:IleKHIBI':T A
k-Oi
mis'
rn2Y
disc
moc
irts to keep the Tyler'S(Attivilre Products;and user manuals confidential and toprevent ally
unttGcthcarized uscar. unauthori.ccd diselosuic of the lyler StiftW= Products or user
by�tq y Harty.
`yler Software Vroduvts may not be m9dified: Client shall not pei:fortn c eco pilation"
.ably, translation or dfhet• reverse ea gitxeer n� on tie Tyler Soi'tware Products." :If Clien
wartamy the `t yler Spft�varo Products shall he.void
g) Client may ntalcc copios ofthe Tyler software P
repeat tiny acid all pr sprie' to y notices on any copy
mAke,dopies of, the Tyler user manuals for'iitti real
h) Tyler maintains art escrow agreetnent with an es
plu'ps the source code of each m.ij or release of the
rodu'05 for archive puroses Emily. ("bent -will
of
fthe Tvler Soltware.?F'Oducts. Clientrna'v
use only.
crow services 'company tinder which Tyler
'`fylcr''will a4d Client as tt h not iuiu y to stir h escrow agreement. •Client shall pay (ite- annual
beneficiary fee`d%rcctly to the escrp:ty services company and is.solely resonsilile for mair►tainiib
its status as a beneficiary.
2. License Fees. Client agrees to pay Tyler; "and "Tyler agrces to accept front Cl ont. a payn-ient in.
full for the ]iccttse.gi'antei111erein, the Applicatiort sofmare Liccrfse Fees set forth in the
Investment Sunitttary
3. Verification ofthe'.[` e'i` ,I er Software Products.
Client will select one(1) of the following two (2) optiotl.s within thirty (30)Ads of instal latiOn by
providing written notice. to 'Tyler. its acco41h.ce wi13t Article 1' of Section 1=:
a) Within sixty (60) days after the Tyler Scftwake Products have',been h stalled on
Client's hardware; Tyler will verify the Tyler software Products by demenstrating.to Client that;
:1
the Tyler SoftwaT.O.Producto perf6rha.all of the functio>rs so.tkrth in.R hibit I - Ver ification:'I'est) ivf.i.i-eii.deiiionstra6o,n:gli,-tll:constitute ver-ifloation 0' SoftmarProdwa sdbstatitially
vuser. quaff wals:-and the functional descliptioris of the Ty
Suffivar.c.Products iii Tyle. IS. Written propos.6i to'client.. ur.
1) Within 8�ixt III 1 (00) days after the SoffivarePraducts have bee-n installed. on
Chetit's:hardNvare Client t own process to verify that the T-An-Soft-ware Products
lien May u fy
per.tbrin. all of the f.unctions set. Borth in E'Aibit 1, - Verificadad -Tes.1, which.sliall-constitute
verification thin the Tyler Software Products.substantially Z confMini to:the then current Tyler user'user'
n fee's written -pro osal
iaxw 11011 Scriptions tile. Tyler saftftw.wadu t Y , 11p.
als.-and.theffincti at -de of ON. i 1 Tv
to Client.
verrlacati.oit as;:desct l>sed hercia: shall bo."f"mat and OCal elusive, except f'orlatent defect; .fraud;
and.agross: mistdke thatamounts to. ffaid. Intl e. event vez i cation is:not filn Uand conbjusrv4;
pursad I toetas par-a.grap. i,`Tyler shall oorred the,cause thereof. in tile event `Tyler cantlot.,correret:
the cat le thbr,eoo. , Client mayinvoke its :.r gfits under-AtIkle.4 of Section;f3.:
d) T.ylershal.1 promptly correct any functions of the Tyler SoftwareTroducts that failed
verification,
4. Uffil Od Wfivrwdy.i :Uoras long as a current Maintenance Agreement is in place, 'Tyler
11 .. X.. . 1P Warranty,, ... . X :, . . .
warrants that the.Tylet So.f I-W ro-ay. swt�pll are, P tots Avill sub y eonform, to the, then-cutrent Tyler
user manuals and the functional dest,,,.rlptions of the 1,`Ylor Software Products in Tyler"s written
pro posal to:Cl eia. ff.appli i dl�le::I:n the event of LWM�.xn the aforc-;rnantioned documents,
the then.-current'.Ty.ter user manuals sliall control. If flia Tyler SoftWate Products do, not pdrfi l7t
O'W rantcil, TYW will use reasonable effortsoolasistent with fridustry staildar&, to. cure, the
de feet.: ShouI d. Tyl.cr 1) e unabk-: to Wye- the,,: &foot or gf.odd a repla e0lot PrO�L Q i
e P. 1. oa shall
.1) e-, entitled to a refund of : the Application, Software Lice i s e Feepaid for. the, d:r leotzveTyler
S of' wari Product,. as doprt4ftd 011:a straight -tine basis over w8even (7):yew period
commencing on. the effeetive, date of this. AV ceinefil:
5. Intellectual prioperty infriizg. ttteytt fv�dewtnff ion Tylcrwill dq n4a, , ind'errinify
Cfieqt.aga,inst::any maim by ='Ljnaffiliate�d third party of aiis
Product inftinge.s.iha partyspatent -I lit. or other Intellectual Dro or- ri t4ssued and
copyr 9 VOY
existing as offile �effedive.. date of this Aweement or as of the.. 4iUtibutidti date...:,06 release to, the
TY. u ,Ier.8oftwiard,P-od zt�- Rt.id.w.il!:T)avflieai-nouiio.fa.ny:i,es Itingadverse Enal judgmentissued
by.a::cQLIrt:of con petentJurisdiction or of anysettler lmcth t Tyler
M . y er pre-aDDI-OWS in writing,
prov we'd thti.t:Clielltpr(3m.ptlyliottl.ies:Tyler ,i.n writfil dfzfty su(.,h Tyler reaso
g,
co:operatsoti, nforination, And assistaetee, in connection with ..it, .mtId consent to ,ryle" sole. control
:and atiflior-ity:wi:tb.:res.pec.t:.t-.o the defense, settleinebt or carn, r js Oxii se of the claim. Tyler w.jOn t
.0
be obigp�A.god.or this'section if tile infringement results from, (i)Client's use ci
f a previous
verMon of wTyler Softwaro. Product and the otaini would. . haveb.e.eri, avoided bad Client used the
current vorkon::of tile Tyler Software Product; (H).Clients combining the Tyler Soft-wareTroduct
with devices or pro lusts ticit, provided:by T I yjer, (j!i) use of aj4yter Software Product in
applications, btisi.ness:etiviro-niiieiits or processes. for which tbe. Tyler_ Product: w.n.n., t
dt 9 q
off I lie: Tyla . Software 1, duct outside such application,
.sjpQd or c 0 1 :and where to I I
environment Wbusiness .process. w.oWd.ndt h ;,vv. jvewaise to the cl din rr od'orts"
modifications alt.orations (w enfiancewelitsfhat Client made to the Tyler Software 11rodU( (v)
use of the, Tvier'Soffivaimproduct by any persontityptlier than Client or C'fient-seniployees;
lor
olt:(Vi) ClieriVs4illful ffifringement. InVie evei.i6a Tyl. r8oft-vvd Product is , :
re o u firtally det d
to: beInfrinin
. 1 9 9.
the rightto continue,usin rr 0 Product; i niqzlffy or replaC&I-he
g �:. the i r 1 11 1 8bAwar -0.0 1191119 I.Y.Or.
infringingTyler SoffivareProduct.so . that it becomes non�infringing termijime. Client's
Or 01
Cli I
lac erase for the ijiM g, Tyler Softwaro:Ptodl.let and; refund to: pig: elA tile:: A I - i:Software.
pp icatiot
PI
License Fee -pid.fortheinf.ringing Tyler Software,.-PYo.dLict,..as,de.pi.eGiat&d on
over a soven, () year period.col-n MQeUCI . I - I on tIe,off. ketilvetate of this Avm reeent, Tyler shall
i
have: 110 liability here.wid-6,if (i). Cliont madified -a Tyler ftwaiz Product 4w sveliblodifloatiorl
is tertnined..b.y a court of'cortSpCte
nt jurisdiction to be a contributing cause of the hiffingeiiient,
-e aware that
(4) Clientcontinues using the 1 fi hi i er S ft e Product aft �r Clim becomes �a
in gng TY1. O.AWM 0,
suchinfringing Wer Software Product is or is likely to become thelaubje
Y at Ofa claim hereonder,
Or-rthe itrio.steLiri-.eiitve.rsi' i of
.. avoided. by CH011.05. use, o.
the jer:80iftwa-re Product. The forepingStates 11Y.10 TIS 4e relability IiAilitv.aad ClIont, w1c. as
exclusive r tnedy with re§pect to, the subject rnaiter be -roof, .6-i tifilitation- of Liability: In no event shall T.yJcr be liable:fb.r special indirect, .incidetital,
.00 . nseq*ntial, or, exemplary daniw..1081 11'I ,.df
.1g, Without ltni}tation anydqmages9 m�resultin fro:
loz.o,fuse, lossofdata, interruption of business a.ctMtIiC,5,.Or NILWO 00
j0roalizo�oving rising U
of or .. use (iffhe Tyler Soft -ware Products. Tyler's liability .for damages and;
expenses :arising Dirt of tliisSoft<uarc Li'cettse Agrteernent, wltetl7ct based on a ryo.fcontract
-or tort, 111elludin �negligencey and sit liability, hall. be limited to pp Oil bww
g the. A licati 8,of .6
Lieeniw Fees set kah in the investin -T t.18 11114 1 cation 8 ��.r ices
em 4n ry� Such Applic, iolkware LkensG �c
reflect and: are: set in...reliance upon.this. limilation.. of l4bility.
.Section -13 -Trofessional
]...Sofyfus, T-Vier shall provide. Th Investment Sui o.:services. W.t f ej- t CHe V.
IMUY 4
election.
2.
a).All I'raining. & Installation and,.!).,-itEi::.C.onv.c.r.gio.n services shall be invoiced in hourly
QVIT Y
b) Upon the completion.of:eacb. gervi-ce.day.or grodlj:w.days, Tyle.rMl.presplit 4 Cps(onne.r
ServiceI ort to Cl " fl fen 'Servi.00
t� Client shall either sign r. eport hidimiting acceptance ofiII&
day:andhsSubsequent billing, or natsii&pi:tigreport nod n, reasons tsar Chb4t1s: i.1m.... . .a . ogt gnoc
of the -zervice,day. Thia:acce taneels final,
o) VC.A.Roation ibabcorda.nce W111i Adicles 3 of S.ez6ofi A shall be billable to Clienvat the rate for
Traming &I'nstaflation services:sev,forth in tlie.'Iiivestment :Summary.
4) Paymn �Js. due within.thfity .(30.) calendar days�of wvwce: receipt.
0 Expenses shall be billed. in:accord4ow with theUj7rCTI a el thert-C then -current Bus -ill S:Traw I'qljlcy.
based on Tyler's usual and customary practices, Tyler's current RusinessTravcd.PblY is.
Tr
"
at aehed. bit c provided on an, is at no
hereto as.1"'xhj. .3. Copi i of recoipts 8,4911 be, 13 exceptionbas.
charge. Should. 614 receipts : for, non per.di ensel"i be. reqfosted, a -m. . _j
em exp -&=vdfaeshallbe.
incr. n ed.. Receipts::for trtileage and nni collaneow:itoms: less.than are not
available..
3,,:A(l.ditti)il4il:Sr:-r'v'te'es. Services j li' z . ed in, euegg of those set forth inthe Investment Summary
forth, in the Investment.S.urnwary shall bo.bifleaqtTyler's
:
4. Limitation of Liability: In no event. shall Tyler beAiWe'. for special, ind C.. 1.1
jr o(,.:i 41devial,
consiquentijol., or exemplarydAmage-si J.oh.iding, without 11 Atation, any damages resulting flrorn
loss of use, loss of datY j uptio fb Mer . rr n.6
of or in connection with f helirovision or qual . ity:of the servioas,or th.e.use- of the:'Pyler Software
Products, Tyler',k: liwilry rby:d'arnages and tlii s Prde sqi0al Services
i Professional—nces
Agreement, whether based on, a theory of contract or tort�,, including negligence and striediaNity,
shaff be l'I'mited, to the service. fees -,set forth. I'll ttie.IiivesttiTe.nt.S"ioiliitary., Suell fbes mf I ect an&alv
sot ill, rcliafice upon this 1. UtIon of Eabi-lit
tt y..
5.Cance'llatiou, In the event less than two::(Z) weeks in advance, C111011t.18
fiable to Tyler for (j) al non 4'eftnidable:(%Powexpenses incurred by Tyler on Client's behalf;:
and (ii)
daily fees associated with the -canceled services if Tyleris unable to re.-asmgyn its 11
Section C:-,i�Viiiii.ttiiaoco.Agr(,eiiiolit
1. ;cape orAgrevaij.0jil. Clierit.:ag.regsto pu Oliase.4ad Tylpxo eestoprovidegr, maintenance
-i services for'dic Tyler Software Producks ii accordance. -with
thefb1loW4ig-terlb itions.
2. Terirt:of Agre.cm-ent, ThisMainteng ji .PeAp-edmvity ff. d 0 1 st d y fi t ging and
A Alv_Ontlef
shall remain in force for atone (1) year term, -Upon expiration: of1his Maintenance Agreement,
Client waylreaew the Mailntenarcez AgNement for subsequent one (1) you paririods at the then -
current Application.Softwam- Maintenance Fees.
Payluent.
a).. Additiong.1 Cliargqs; Any maintenance services performed.-byl7yler.far ClIentwhich Are:not.
covered by this Maintenance Age crilent, as sdtfbitll 417.Adi . . de 5 of Section Q ffic-ludilll .
materials and. expenses, shalLbe billed :to %Client atil*r's,then cuadit'rateg,
b) Tyler reserves thf' ri Oy- It m tasuspehd . C J. ntena . ric e services if Client failslapay undisputed
A,p.l)iiv,Ettion,S'oftware.:'.MailitiatiatiQe:,Fe..es'wifilIT) sixt:
... Y cal.endardays: of the:.'d te, datefMer
wiltrelosta-te inginten.ance services:uP oil Client's.paymentof the overdue. Applic9tion Software
-
maintenance FelpsIv
4, M.Matappitee Serviggs Tenns Arid Conditions.
.:place:Y'T lirglu'fl 1, 1 11japro 8.60na'tgood
. e
and'Work-niariliko: manner, perform its obligat,lolls set forth in this .'Maiiitenane.e.-:Atgte.emeiitin
order to conform the .Tyler $0ftward Prodtwts to; tile, applicable wwpty under this Aggeeni.eriti If :
de
Client modifids:the TylerSoftware ProdujGts, P Tyler's obligations to rol�! riaaanteniu
ivq:qervldps
.. .. ..... .. . . .
611 and. W . lh-oduetg shall be ""Olid.
b) Tyler shallptrovi detalopho.,xie s4PP to Products. Tyler pea wnnel will
accept telephone calls d 0 ring. the hours of-,5. AMPST and 6? N4 PST,,.,.. and Ry.1hrou gh. Friday,
excluding
Wing holidays.
Wryler shalLoontinuously maintain:a master set of the.'Tylcr S.x).Avvae Prodtlots::011 nl props irate:
media, a hardoopy printout.ofsour e code toAloe Tylpi-Software Products, and Tyler user
manuals.
d.) T a op lfl Y—lerghall: Moint in Personnel appropriately trained to. be- familiar wi i tl*Tyler Software
'osarA
o) Tyler sball. provide Client with 911 releases Tyler makes, to tho Tyler, Softwara Produds. Client
acknowle Iroalid agregis drat -a new rotome Tyler Software Productsfs'f6r implementation
, of the TY
in the 'ryler Software ProduQts a tWytis� WitIIOt,Clho nt0us16njizatin..Oinbdification.
,t).: Client acknowleages :acid afire e.sthat :Tyler reserve's the right toeerie stippoitill&y�..a.prib,rrelease
of the Tyler Software Products .six. (6) rriontlig ft — I a new of the Tyler Software
A, er:sIlippin V
Products.
5, Linotations And EXCIT1610h APOicatimUS Mallitena7lo.0,5m. ot i
ii-istallation. or imolamclitatioD ofthe Tyler Software Products, onsit.o support (Uft[as Tyler Wil'ot
rernotely.correct la dOf&t:in,a. TOw Software ProdUa)i 4pplication desigriliotber conSLIffiY18,
services,,suppart of all. operating sygtejnor bard.�'.val*e, of support au tsIde
; Tyler'$:nornial busilless
4
110ut`5.
6. Clictt :il tneixota sibllties:
a):Client shall provide, :at no charge to Tyler, full and Irve access to° the'ryler Software; Products;
working-spac,e a:d.ecluate fadilttieas; within :a reasol abl0 dista ace: t'rom the; eyuipini a:t; and uae o:f
machines; .attaohtlients, features,:or other equipmentnecessary to. provide -maintenance services.
set Borth,.horein.
b) Client shall:niainta.in, for: the:duration of the Maintenance Agreer ent a.WN conneoti in
through C itrix or Microsoft Tertnihal Services .Tyler, �at;ils op loci, shall use'tlrc :coi7necticiti to
assist with problem: diagnosis and resolut:ion,
7.Uto aflo. of a ility. In ha ON s.h' I Tyler be liab-I for me.641, indirect, tneidantal,,:
consealtuential,:or exemplary damagesincludinuna:tio, oily fr�u
TOSS (if use, to:ss of data, interruption failure to realize savings arising out
of'grin connectiory with'thc provisiob:or duality of nittialtGnance;;services or rise off the `Yylor
Software products. t ylor':s liahiliiy dr• damages and. expense.s: arising out of this M:.aintenanco:
Agrcemca1t, whether base i:taxa a theory of contract of tcaiI tAdJuding uebliggnce'and shcict liability,
shall be limited -to the Application Sol ware IVlaintenatxc e.Fees.;lraid to Tyler du.ihig tie: towel e.
(1 ?)months prior to rite -claim S:taeh Applrcafitin. Software Maintenance bees reflect:and are, set
in reliance upon this limitation. of liability;.
Section U-- Third 1'u1 ty P <tc.1 tA t°oot'nent
eme.jtt to L cease or Sill Thir.4 I'itt ty Products. For the price. set fortli in the
Investment Sminnaary, Eyler agrees to lteerise or sell di d do] iver`to Gli:erit,,.arid Client: aMes to:
accept from Tyler the T. ird Party Products set forth inf ie liiveStment S atntnary (" I hird Pan-
2. l:aicettse of TItirtl P4 rty Softiv re Peodacts:
ti) Upon Client's payrnen..t ita .full t)f the'I'hird 1':a:rtyPl:adnc t F.ees, Tyler ]ha.11.ga'aaIt to Clem:. nil
C Ileltt;shnll ilccept :lron�'l:yler a no nontran:sfi6rdble non -assignable license to rise Ulf,
Thircl.l'arty Software I'tocl°nets and relates) rfocui�7ezttat on f`or Client's intetrtalbustt ess pcti oses
subject to fhe.temns and -conditions set forth.herein.
lt) The dec-eloper of the: (.eaela a "Developer",collectively
'Developers") shall retain i7whei'Atp of 1 e Third Pai tySoftwnt'e 1'r."o.tlucts.
v)'I'heright .totrans%rthe Thirtl:'at.tySoftwareProducts. to.a..replammenthardware sysWi is;
governed by the Developer:. The:cost.:t ar new media,or tiny roquir.O: whntcal;asststap.ce t<s
accommodate the transfer :would be.billable charges to-:C.lient. C'.lieiit sliatl provide advano.e
written notice to Tyler of any such transfer:
d) Client.actmowledges and agrees that the Third Party Software Products and. related.
doe'umentiition are proprietary to the De:v.eloper and.ha:ve bear- de.velpped as trade smrcts:at. th.e
Developer's expertso Client shall: use Best efforts to keep the Third Panay Software. l.'roducts and
related..docunaentat on confidential and to. prevetlt any iilistcse, ilaaauthorized use, tar utiatf .trued
dtisclosm
df the Third Party Software Products and related d6ountentation by any party.
e) Client shall not;jicrforal decompilatiox , dtsasseiiibiy, translation or othesr rovase t':i gmeering
on: the Third Party :Software Products.
f) e rlt4tit may -make copi..-Of the Third Nay Software Prod.bm for araluve purposes only. Client
will repeat any anti all pruprtetary notices on any copy of -i.e: l trd Party .Software roducts:
CliEiit nay nut o copies of the documentation accom anying the Tliirti Party Software Prociucits
for.. interiaal:.:iisc .only.
3. Delivcr:y, 'Unless otherwise indicated in the. Investment.S r mary, the prices for Third 11arty
Products IIUlude costs fir ShipnV t whilo in transit from tbe, Developer or supplier to Client..
4, ins. lla# bu and Acecptance. Unless otherwise no.ted.in the Trive:stMent Summary, the Tyler
Software. Product `histallation fee. includes. installation, -of Ihe'rhit Party Products Upon.
completion of 1.installation,..Client shaft. of tai.n from Tylera certification cif completion, or tii1tii1r.r
dt G.tiirrretr:t, wlYich s1iir11 coinsU.riite (,lient's ace e}ta ice o tine I laird 1'ax-ty Products-. Such
acceptance :shall::be .final and conclusive except fc r latent defect,.I aud, 2:nil a gross uii:s..takc as
arnouilt to fraud.
5. Site I e'gii r ntt3trts. Cl.ient..shal] provide a sGi :table environri eirt, loeatiaan_a7ti'cl sprrc:i':'for the
installation.and operatio.61 the Thim Paity Prod Qts; sufficient kind adequate. electrical circuits
far fhe C bird Party Products; .and :iaistalliation of All required cables.
6. Mlarra:ntics.
a) Tyler is aLlthodzed by eacrh Developer: to grant licenses or sUhl icens(s to the TMu,d Panty
Products.
b) Tyler warrants. that each'].lnrd Parr 4y `t'roduct strata e fte1w a xd uriuse ,and if Client; fully and.
faithfully xerfornts eaeh:and.. eveiy nblrgation recurred of it under -this Thud%'arty Product
Agreement, Client's title or license: to each l•hir l Party Pi. shrill bin: free and clear of ull :}iens
andrrerrinlrauecs arrsrng. through. Tyler.
c). Client acknowledges ar A al;rces that Tyler is:i�at the manutaiturer of the Third Marty Products:
As sue li, Iy1er does not wturani:ar tia az tee rate .conditk n or operatin6 4lraza tea � t cs of:tlre
Third Party Products. q"yler hereby grants and passes thrauglto Client any warranty.ad}trs:triacrits
that Tylermay receive f om the Developet or supplier of the `laud Party Products.
7..i1 aintezranc#..:
a): In the.event Client elects: not:to:1) r.. hase tlirot l =Tyler maintenance services on the Tl�t d
Party Proda cts, or such nnaintenanec services areunavailable, it -shall be the responsibility of
Client to..repair and_nYaintain the Third Party t'i'aduicts and purp asp trhbwernents as necessary
afWr acceptance as set ft .rilvin Article 4. o:f Secti rn::D_.
b) T 7 the event Clit elects to pu base. through Tyler itiatntenance sorvi.oes on the 'Third Party
ProductS;,Tyler will lzc litate resolutiOR o:C a defect in a. Third fatty 1'r'oduct whir tHe:T)evelol�cr:
c li7 the cvi nt the..:De'valoly cli.arges a fee for future Third Marty SoFtsvar°c Pr duct r.e ase.(s)
Client shall. be requin led to pay su4li ice.
$. l�iaa�itatia:n tit l,,isrbility: lri w :event;sliall Tylor be'tiable fi)r:sl)ecial,; indirect,. acidental;
oonsecluential, or exemplary damages, iiicludint, withouclitidAtion, any damages resulting from
lUss crf.'use, loss of data, irat4rrtrpti ti:of'business:activities, or.failure to.ri�alize sav}rigs arising out
ofor• rn cotmaectio.n with the u5c:of thc'rhirci Party Products. Tyler's li rbrlaty for damages and
expenses ari'sierg out of this ThirdTarty, Product Agreement, wh then bucdon a thepiy of
contract cir tort, i !Oudin, tier lrgiyiice Arid :strict liability, shall be'linuted. to then. .1 rd.Party
Product Fees set forth in the Lnvestrnot Srnatr►ary. Such prices axe set in rclailce up:�n this.
limitation of liability.
Section E - General Ternw and: Conditions
1. Taxes The fees;se[ fortl in the: Inves.O. erit nirnary do not include arty tax or other
};oyernmeti al.ii �jaosrrrori'.ii cludin ;, with'otrt1iarritation,.sates, use or excise tax. All ap.plic.461.e.
sales, use, and excise tax shall be paid by'Clicpt aid shall be paid over to the
proper authorities
by Client or:reirnbur.sed by Client to' cin domand iii: ilae r; ettt derl�rriid is made on Tyler. ft�.r,
6
the payrrierrt thereof. If tax-exempt, Client:.:must provide. with Client's tax: exempt. tx unbar .
err fariil.
2. la-Vo.ic.e Wsp ate;
a) In the event Cli.erit Utlie es pet :d..ucts or servrc es cln riot coXx farm ta: W41i ranties rn this
Agroenie.nt; Client sliall provide written. notice to Tyler within fifteen (.1:5) cal.d[xdar days::of
rnveipt oftlie applicable. invoree..Clrent;is allowed a[i actttitrocial_fifteen(lS} calendar days to
provide°writien.c:lkii ificatiorr and.details. Tyler shall provide a writtearesponse to Client that shall
me little either a j ust ;tica llon of tlii .iaxvo r e or an ldltrstment:to the mvrr :ca. Tyler and C`°lient sltali
develop a plan.w outline. file r'easo able steps to h.e taken. by Tyl..eY and. Anent to resolve any
issues presented in C,1 entVs iiotice>to.Tyler. Client may only withhold: payrne.nt of the amount.
actually in dispute until 'I Ter campletes its action items outlined in :the plan. Notwithstanding
tine .foregoing, if Tyler is unable: to wmplt to its,actions outlined in the plan because Cli:cnt has [lilt
cuinpleted:its action ixins:ouitincd in thexplan,. Client sllall remit -full pay nent.of tho invoice.
b}: Any invoice not disputed as desGrilat d above shall'be :tleemed,'tivoeptcd by Client: Tyler
reserves the-,.rigllt: to suspend. deliveryof-all services.iw.the evert Client CarlS io pay an: invoice: riot
disputed as clescr.ilied above Witt in sixty (Er0) ..en r days of receipt r finvo.ice:
3 Ferree M 1oure,. Neithexpart shall be liable fbr delays in perfornring its obligations under
this At;re'enien.t to the extent that the delay is c ati;rrd by forve nudieure:.
,Force n5itjeur e shad:)not::'be allowed unless,
a}' Witlrin five .5) litlsrrtess days o ::tile ocetu rence of ftrrrse ra ajeure= the partywhoso performance:
is delayed thereby provide 11ie other: part or p, t ies'with w ittcn 'node.e e.xplai tag (be c7use
arxd extent fhe[ec f; as lvcll.as arequest.-for a tinae extension equal to the estimati.d duration of the
force :n�ajeu.e eve►its.
U): Within toil (1:.0) :buMness days after the cessation of tine force nxal eLtre: eventthe party whose
per'fonuaixUo vas delayed aliall;lirovide the oilier party written notice ofthe .dine at which -force
niajeure ceased an complete explanation of all: pertinent events per tainritgto. the etrt:ite force
r�rta��ute sitttati9tz.
litlierparty shallliave thecibht to tcrrnrlate this Abnee[rent [f.lote e M.:'ajeure suspends
periorrxiaixcv; of Schzdulctl tatilCs by one oi' more parties itrr a period of otie hundred twenty (120)
or ino[ t drrys,:froin the;seheduled:ilate of the lack. Th:lsparagraph shall riot r tlieve C"l:ient of its
reVow tbility to pay Ivor' servi, sand goods provided to Client and expenses i;tiourred on behalf of.
Client prior lo the cfkotive dateA..'termination.
4.: l' adenuilfication,
A) subject to the lie itattan.ofliability set forth herein, Wer. sW [tidexaniI.y OAO Bolt,, harmless
Cl'ient04 its agents, officials and.ernployees *orn and ag.ainst;any and all claims, losses,
liabi itics, damages, costs::and expenses Oholudiag r.e"Onable .i ttompy's: tees and costs) arising:
11,01.t .1'yl.er'':s tieglti ence: or willful misconduct. Pyler..sliail riot lie lralile to tile: elegree cir extent of
dal cages: loss, or 0, e, i5se detonti rood to be the. fault of Rio: Client.
O Subled to. the; limitation of liability set :fbilli herein, Beni shall rndemmfy and hold. harmless
Tyler and ifs irgenls offe:irils and emp1op:Ges from and againsiany and:all ela.ns, losses,.
liabilities, dama_ ge s costs and expenses (nd d'irt{; reasonable attor•ney's fees and costs) arising
_from Client's negli:gene-e or rvillftil-uiiscond rct. Client shall.not be Zia i.1 to. the degree or extent
of daniagos; loss, or expense detentined tobe the fault of Tyler.
5,Disclahnex.Il) RIC,II`I'S, It1 Iv1.EDIES, ANI7 �'JAItRANTII S SL'I,:FOTZ'1:11 T'N TI1I .
AGREE AM rY('I USLVI AND.'lI Ill lJ C)17.4LL QTIIER1U G. I21;IviI DIE -Si
NNI) WARRANTIES ] Xl'[tES:SED; IlvPLIrm, OR STATUTORY, INCLUDING,'W1THOUT
JAMITA i'T R. RIE WARRANTIES OF MERCHANTABILITY, h ITNESS FOIL .A:
PARTIC,ULAR ['URI'OSE, A10:1 SYSTEM IN FEGRATION; WHICH ARE HEREMY
MCLA:IM.ED RY TYLRR.
6, Dispute Rmlrutlon:.Should a>Mpu.te.arisd with respect to this . -A G`li'ent r��ill n..ti(y
I yler amined. aw.ly in writing. If Tyler and Clrent:cann.ot: reso a dispute within thirty (3.0)
calendar.days.followiiig not'lCtcati:t?n in. writing bye�tli.�r party of the ex stence of said Aispute,
then the fc llowing procedure shall apply::
a) Ea h party shall appoint'otie (f}:pecsoii:'to act as awinipat-Ctal rel�reser tative. The appointed
individual shall be. of sufficient knowleell;e and experience to understo d and 41oal with the
dlspute but shall-taot.l e a.person assigned .to the project. The set of four'(4) individuals tons... tialgi
ofTyler'.s Project. :Manager for this piojeet, Clietih' PiojectMnager for this project, and the two
(2) appointees is called. a.Dispute:Resolution group..
b) The Dispute Resolution Group shall canvena.n.o liter -than twenty--oiie (21) calendardays after
the expiration of the they (30) calericlar day period referenced aUovc andl shall axaeet.f'i)r a°
ra inIMUm: of. four (4) four 0) flour sessions Auring the subsequent •fora` (4) business days, 01110SR:
otherwisL, mutually a,greea:, ed by both parties. Such.
resoli tioil tiliall Lonstttute a 15uiding.aancndnientto the AgreQr.nOiat,,.
In the event t1ie;17ispute Resolution G,rcittp Fails to resolve %e tlir disputd as: set forth..avo:vo; the
dispute tivil,l bercfct`retl to troar-hrndtnb inddlat 01 'I'laereaftcr, either°pa:tty a>Yay assert fits otlt if
rights and remedies undfeftliis A ct.ement wjthita:a_courtft of competeiit,jtdrisdict on..
Nothing in this Seetaon'shali prevent a party .from. applying to. a federal :or state: courtDf
con7p�:tentjurisdt:etiol�.to ol,cailt i �juncfive relic f j5endu �:resalritao�a of the drsl�utc through tho
dispute resolutadiri p ocedwes seVfOrthAlerein.
7. No JoUnded `T.Id d Party Benekiciari`es,. This, Agreement i� entered into solely for (I bone:fit.
U:fTyleraud Client. No th trd Arty, shall tse,deenied a beneficiary of tliisAgrecrnent, and no third
parity shall have the right to ri ake :aoy claim or assert tiny ttgkat under [his Agre'taraeri.t.
8, Governi ig Lave :tt>iti_ Vettrre. This ANgrepiapht,sluall be, gow:e:ined by and construed in
accordance with the laws.of the State of'Calif imia 'rhe,parties agree to submit to the exclusive
lursdictlora:of, aricl ve»t1e'n, the d ousts itt the Co.unty.ofi [II�iSI lI�lAivi] in any dispute ari.sin
or t of or relating to this<Agreeniew.
R. Ejitir'e Agr:aeritent This AgregilUent (represents the entiro agreen]ent of Clielit and "Tyler with
respect: to the.subjeet mattor her.eo:f�. and supersedes any prior agiednitbts, Lm erstantl trgs,'ari'd
rcprescntatians;wltetlicr: writcen, dial, exl5ressed implied, or statutory::Client.:lact.eby
acknowledges that in. entering an o this..Agreeand tlt it d cl;ixot rely cay7 .any inf�rirtdation:la.o.t
explicitly set t'brth;in this Agreeme.'jit.
10. Sever ataility: If any resin or provasieln o this: l- reenient or_the application thaw shall; to:
atay extent, be invalid nr unenfoiceable, the rem'a rrdo of tins Agreement.or the application of
sricb:term oar provision to. persozls:.,orI ciretitnstances ott er thari.11158e as.to which rt:is,held invalid
or a enforceable sliiill not=be aff6eted thereby;_ and each term and pr.Qvis)oar of this Agtpenient,
shall be valid and eiAbrad to `the f I.Int extent permitted by law.
I L Modif catrd.u. This, Agreerment may only lie modiitied;by written amendment signed by
autli.ortzed.represe'titatives,of both parties
12. Terpilivition,
yn�- tion. Al
a) Termination for ConvC1111011C..Q. Th. tbezv a Client's Ina of iis,Agreement for
cohveill,c nc,o,"Client ,511all�provide Tyler willithirly (30) days'ad
Ilid . SAgre.Pment. Q! lent s 11611 p Tyle.rJorproduotsI. services and expenses7
defivered or incurredpiol'to the. date Tyler icceivcdC.UW('$ Outice oftPritillatim.
b) Termination for Cause. In tho evOnVo.f.Tyler's failure to,perform ::under this Agreernont'. Client
shall immediately notify Tyler in writing:of W011 flure uod allowiTyler a t1iirty.(30) clay period
iti. to erne suoh.faillure. lf; at-,theend of t]Ie:C.ure::PeriQd,,TyIer hasn()L. clWed.such 'Ailut
C] ient will: have the. right u ). ta.minate tbi. Agreemett.L. Vbun such o1i tem.iination Client. shall pay
Tyler for products,
services;.
. , scryiIees;.. a-nd expowesnot in disputewhich were OC
prior to WOdate TyfaTecejNjvdClienVs:nptice of tenuination.: Payinent for pi adults,. lei viGi«s,
and expenses in dispute will bo. d6tOrrgjqe.d:'ry aq ordailqq with.tjw dispute resolUtiOn:PrOCOSSi
11 App-I.W41 OG-overuhtg body. Client repres4nts apd warrants to Tyler that this Agreement
lids bwn app -.i
Gved by its governing body and is a binding abligatioii Won Client.:
14iM:Assigninent-a Clierit:Maynot ass : ign. its fws...and tPonsj 1
es Nth ies uader this 4reernent
witiloqt. Tylul & prior wr . itten not to unTeaacmaki t�ermisstoj,% na Y WI
M.Natices, All notices orco.tiimttn.icatiOlIgTcquire.d.orperiiii.tt!�d as o part. of1hisAgrOn-lont
shall be i)n writing (ml. ess.anot her vedfiablei-nedium. is'. expressly authorized) and shall be.
deei-ned delivered When-
a) Aotuttlly red eived,
b) Upon receipt by w0der. of a cedirred 111"vi . . 1, return recei I i�'Vsvled.by anemplayee or agent of'the
party,
on receipt byse(Ider of proof delivery, or
sit Mt v jo.
epo I fl Unite_
d) If alit actually received, s .after d d States.Posta Service
autl . iorizedmail QCnIer with proper pogtqe. (certified mail, .r.c.turn.receipt .tQ.(ILiO-gte4) affixed god
ad,dreswd :to the .respective other party . at the; address.. set forth in this Agreement or such other
a uild by notice or Agreement, aniondment Ott Other Pa1IYI'
_ddr.c. s:a,,, the oafty niay.hava design e
Consequences to be.borne :due. WAR= to'receive . b notice fte to impronotificatioby the
Intende.d.:.rqccivin party:olf a ievaddress will be -.borne by the. intended reserving part,. The
addresses oNlIe parties W this :Agmeffientrare as follows
TY)Pr Tojellnologies') Inc..
370 U.& ROU10:1
nalmouth, ME' 04105
Attention. Conts: Department
or any of T . vier by Client,. 'Tyler is: an inn pendent contu.,actov for all, purposes tindo
this, Agree.ment.
1.7josurance. Pti.orit.o-.,Dc-.rforiiiiii.gtserv.ic.esunder ,il-.iis.AgrceiiieiifzT.yf(�rsll.'41]p.t,.O.�v.idcClient:
witlx:ccitifrcates of'ilasuzance evidcitcig the lollokving nsuralace caveiale::
a), Cotnint.reial gciaeral liability of at least $1,000,00t1;
b) Automobile liability ofat least $1000,000;
c) Professional liabiI gy:of at least S1,000 0.00;. and
d) Wo►�kei's c oiipeiasation o.o`rimislying vvia!-statutary:.reglE:itcitietits
I$. Corif der thi ity.. 80t.11paities:recogiii7,&that tlae Tre4pective eniployeesT and agents, in the
course of pexftaiix wim of this Agre belie, naay I?e-cxpt>s:gd to Coiafident, I .inforrtaation and that
d solosure of such:informatioii.cotild vio:liate rights to prig to uiti vaduals and entities. 1✓ . 1t.I�aity
at;recs that :it: will ncit disc l.t c aitiy oonfi"idetidal itifoi tnati:ola of tl c otl erparty and fLtrfl er agrees to.
ta1Fe appropriate action to pi•euer t such disdostire ley its ctaa loyees or of ents, The ooii:kWont aality
ctaveziants contained luzeia Shull survive the termination or Cancellation. -of this Agreemcrit fora.
poriodof avo (Z)years. Th tivl gation of caiakidelitial ty shall n'ot app]y to iat!'b nnation that.:
a) Allhe brine of the_disclosute is: in the public domain,
b). After diselosure.,.11ee:Pr ies jlart o:ftlit '.} to 1; ". tjt�a�aa:ii5:b pu:blicatio.n.or otherwise; except.by
breach ofthi5 Agreenient:by. a panty;
c) A pai ty c an t cal :li5li by: reasonalal e proof was ii that pai ty'S: possession at the tune ;of
disdohire;.
d) A I�aa ty__rec citi e i 'ti tsln a third. party wlxo has to z.iblit to citsclose it to.t]lat pai-Gy; of
e) Is:=sAect;:to Freedom of in brinado.n Act requests, only to The -extent- disclosua is base&on Ole
good .faith written Opitioli of thc.receivilig party s It gut eolrnse.l that diS'c'osutc is rcluirt d. by law:
ptovdr3cl; it:owtsveiihat tlaata•aceivinf; par::.ty shall give.proliipt laotiec.of`the:serariat cs'fl7locess or
other: ciocuaaaunt~atioia that ui deil ies such recjliari✓ilYi tit -acid use iM best ef'1'orts to assast-tkit
disclosing patty if :the disclosing: party wishes to obtain.:a protective order or citliei wino protect the
confid4ntialty of -Such confidential infornatioi-a: `1 Fie'disclosilag party rc serves tlae right to obtain
protective ordereor otherwise protect the:confid.entialrty .of its s,orificletit al era btinatlt .
19, N;ptidiseruluiittinn., !ter any pet^sail. eliiployed o.r applyiia:l;
for employment concerning the peribrniance ofTyler's responsibilities under this.Atneornent.
This discrimination pi ohib u a hall ap .ly to all matters of atii:tral eanployxnent;;tenure, anti -terms
of employment, or.otberw.i.se with respcc t. to any natter dimot.1y:oi tndircraly relating to
eisi}loymciit coaicerniril; race, color, religion, natiolaal ori;gan; age, sex, <sexual :orientatitili,
ano.estry, disability that is xtiarolated to the inclividiaal's ab lity to perform.. duties 'of' a partic utar
job or position, he i&, weight; marital status, or political affiliation.
20. Sub.coutrace'tn:rs, Tyler shall not subcoh-tract:'c'lny servie.e.s tliidel this. Agmement 0dtho:La_
Client's prior.. written pernAssion,.no't to. be: unreasonably withhold.
21. Noi-ap.pro.priation.. if C1ient:shoul:d not_appropriate of othei4vi5c :inalce avaaZai�1e iuil, -S
suffi'or ►at:tci purchase, lease, operate or maiixtam the pro.duc�ts set forth in this Agreement, or other.:
laaeails of"perftatmirig the Softie fUi]GtioiaS O;f`suela l iodttcts Client.ntay yin. flat. ally terminate tihis
Agreement .only upon thirty (30) days written notice to T or. Upon ternailaatiofa� :Clicttt strait.
remit payrhaht fiar>all pttid0 ts:and wervios delivered to Client ai:id all Oxpenses incurred by Tyler
prior to Tyk e's receipt of the teamination notice:.
22: Iing,: °Dt lvcty sliallli:.e pt:l3 sli:ppiii; poiiT2.:
21 PAY. iueut Terms.
a) Client will pay_$27,150 upon execution of tilts Agreement that equals 25�Yo o the;Application
'Softw;ire L cense.:Fees.
b) Client will pay $79,300 upon delivery oftlac software_products that equlils:
10
50%.;of the ApplWatiml SoftWe IAPPOSe Fees ($54,300):
t 094 of1he Thir
. dl"�arty.1-lardware/SysteiiiS.()J"I,'Wlarle.Li.ot.,ivgf,,,F 00 25,0)
0, X
.0) Client.wilt.pay $27,150 that ecivalo:25%. of the upon..
verificat . ion of the Ty1cr SoftwareFroduds in accordauccwAtide 3fSection A, Unless tb e
Pyler Sp ft vvm Prod0ls fail verification, this lv rio d:sh all. n (A:tweed: ni lie- ty (9 0) days after.
darlivery.
Prim donainclucle travel expenses, subject to 2(c) of Section
e)'Fralfling& Installation. and Data Conversion services; Plus expen sea, ate bilked if and as
'ded/iiieuii-ed-:ttnd:are:due..,arid payable (30) otlys.4r, ex recelp
provi t of invoi0e.
IN WITNESS WHMMF, persons havinbeoii ddly: Auftrired .and, empowered vnte ' o this
ruit
Agreemeot,
Tyler Technologies, Inc,. Efient, City of Memo, Ciliforaiii
By- By:
Name Nanle:
Title: Title;
Date:
Date,
ril
X:
Z,
-mk
Po•
Exhibit Verification
Tlie Verification Test_will he co-nductod lifter the .T er .oftware Products arc :imtalled and before
they arc niploweated, The Verification Test, is performed using t1ae.7yler sample. da(O. so Such
datuUase c.on:taaras :gentrral itifortttation alaplrc�rbl�; to all Tyler clients. As such, the Verification;
Test will tt'ot demonstrate Clien.t"specific: Rj actior ally. Rather, the Ver ficatio Test will Oon irin
that, the Tyler Software Pro.titicts are installed and performing baseline functions.
(A i e.nt
Co:n.t:a.e t:
Date,
l+ xn:t�icai:.l'iro clitts
1:. View general led er 66cotuats fi rm (initial)
2. View vu4get itocuments
3. View accounts pgyn . e vendor:forru
4. rind purchase orders in purchase order inquiry
5. View inventory f tern form
6. View fixed assets form
7.. Via W pr. jei;ts form
H view ac:ctiunt°rervaUl.e custctaacrs.furtr►
CustopToz 10 r inatiot . S8,stwi Products
1. V: ew fie.e. sAWdIde 101.114trr tsitil Is { } ...... lnitiat.
2. View c tililty ;billing aucount. form.
3 View utility bi.Ring custowor'. -form
4, V' cw parcels form
5. View lic nse for•ill
6. View permits Torm
Personnel Prodtr c s
1. View employee form (Initial)
I View pos Cron form
3. View dediction.:eodes
4: View pay type codes
5. View Shifts,alendars
13
Airfare,
All airfare willbe Booked 7 corionly Class, with beat offorts to make reservati6ris. 2 -4
weeksi advance fOTboOt pric Aig. All Air tiokets will 6-boo.kW'�h5traftmMile, to nqMrfti.zeti.!Cke.tcosts, IPCII change fees or, other: additional' charges. are incurred asu. result.
j
of Clientresobeduhtig, ewnd1lati O, or other. factors that iMpafbQ pidIIIda dates fora
the Client ill be'billed :f6r: tho se eharges.
Airport Parking.
01 . J . p .rt long. term parking coo incurred %xhilew.staff is,
..pt; is. billed for the of on-airpo
truvelin& to client site;
Tyler poplo qe, infleage to the�airport, train terminal, etc-fbr the client trip will
:be billed: atflv MS deli gii4ted r rate. peri Actual mileaze f6r
the.,'einPlovec travel to: tfi csfte wilIbe billed at the IRS. rate. if not tramelingby air,
rail, ete.
Airport Sbuttle
If Yler em loy"4 U§e's thiz 8QI-Vjce: of all airport.8hu tle.lfllis wylount, ill.not Ood the
gtandard rate, for. airport, parking (as noted above) plus.n.ffleage-toand from t1i e airport.
Car Rental
Tyj�rhas :negotiated . ated rates with natioii9l.:aLLtOiiiobile�,rentaI companies to inirnize.car
.. . - p
rentulf"ems. Attual cost of.car rental, taxes, refuelbig wstsete. m4l' I b0billed to the
Tyler 10 enlPV
Oes W .. i . 11 . stay at - mod.furn -class hotels/niot6ls (less thanA stars) when
-
available. 4or- 5,Star lidteIs/ino.t,ols.:thd.. be selected if, 44,17- t' )naltifries prices. Ing PrOmOtu.
Y
cap be negotiated at rates similar to 3 -star. facilities.
WAS
F edw-al daily por.diem. rate.. for Client
lient location, will apply. Rer diern will include travel
tulle to vend. fto.m the: Client loc . ation.
Miscellaneous
All direct expenses -not inoluded::.above-%rill bebilled.;to,:ttie.C.,'t..i.eo.t, This includes but is
not, . firnited to such items as internet connectivity-(if.1 not included free, in the, cost ofliote-,J)
and anpother iocidentals such as Copies, Suppliatpadtolls, Walt arking Fees, e. C'.
directly related'.to time spent on site,
A.4
Exhibit 4—Data Conversion Process:
Universion MASIance
Tyler Will geheralty convert relevant.and.'uso'M data frollra ctieriVs.legacysystem as apart of the
cativersion . /installation process: The Investment SunijijaTy cortMins an estimated cost f6r the
Project. This estininte is based on: Tyler's experience in performing similar successful data
conversions over the past w. My ye
ars. Client Will be billed For acrual, conversion services
provided
rovi by Tyler,
T-..y.l.erhas:.dev6lop.ed.the..fo.lio.wi.ngpt,o,.voii,st,�l.tg�gy;.fo,.tcoii�lertifijzdat.-a.ftoni.log�4 -:systems:into
Tyler's database structure.
• Aproject coord' ator. Clie
nt �ex .�ectitcd.
In;
•
The, project coardinato. r works with Client toschedule consultation rneet'rijas (or site visits if
necessary) in accordance with the data conversions fbr�e.a:ch module,
•1' Ier provides Aetailed.cm.iveitiop.Am.s'p'. ecif 4tion ducun0n-ts�to: Qlignt'� t ,ical staf
f,
• Tyler's: conversion, sp.meialists consult with. diejif's: WOW 41 Ista-Iff 1911d. P.01vide: file
sljecificatjons to 6nablerCtiell0s tedinical: staff to prepare and provide the: conversion data'in
the necessary fsrtiat. IT requested b . Client, Tylorvill determine. if Ty an -h- - ti , data
itsel# an:d assist in cprtvcrtin it into I:' +ter s .data speciftcations (referred lip a5 a r-eq!q e �y galel le
start -4to. 7;f] nish
conversion for an ad 1011al: fee). otim-Wisp, Ty..Iofs standard:convarsion: method requires
'Cheat to provide Tyler With the extract of the .Tecluireddata in ac-0 avvit h, Ty, jef.'s: data,
specificao(Iris and in the technical format specified below. Data 111LISt be "in balance" M
order to proceed with the conversion process.
Client provides Tyler With-t1w. first i r _ , _. . . � _ ... V I e r. iqstarjqe of Aata an or before a s6cduled date yter
inspects and verifies the -accuracyof the. data.Data may require,additio-tiaJ b
'ryler'&:teqhnjd-aI staff or, Tyler miry roquire Client o pmide Tyler- witli new-dala files. Once
the data is considered; =Urate- Tyler &I t atabase heilla.
ryl almo TI yey'sd Ellis, is
typically done using conversion prof ranis written and i-naintainedbyTyler's technical staff.
Dependhig on :rite accuracy aril oonfare ana of the data provided. by ClientTyler may.repeat
fhe.::coiwersion process up t.o. two flu.m.s., in. orda to provide. Wlarioyed data. before
CHent: uses the Tyler Software .Products in live.production. On the more- coin, pjjoajb.d Tyler
Siofhvare Pro.duat, Tyler typically plail for; on initial conversion to: be aligned aned with: tk "set
Y10
up" of '.1,Yler SoftwaresProduat, refinement of -the conversion dwif.-Ig sygn t oiestilig., And
there final conversikoTi for parallel processing and.- arid. -.use of the Tyler yler: Software. Product M live:
production:
s ' i
4 entire the tre process,: it Tyler.:aotwerston specialist u assigried to each Tyler Sdtwue
Pro Lid vin Q 4
41 :that is recei o8rerw dat :,`flits person will be responsible. for working with
Uent.to:analyze andi coriveft data, support `Tyler's: 11-hploWentation Cansultant while on -site,
and fix, data probl-oms using1he available tools. Ono.c. Client -uses the Tyler software
Prodtia.m. in live productiart, Client is offitially transitioned-:1o: Tylar.s Technical Support
organization.
F& Forniats
There will'typically be 11`1 1qp , le each u.10Jule . Conversion iniport, files:.1114Y
be provided in -one of.thej h4lowilm), formats.: 1.) ASMI, pipe delimited text -rile, 2), Non
Fort hMON-fic 080fvEymel. WoMhoi(.4, or 3) Mferosoft Access database.
The import files must adhere {o the fol I mmin 9,Oharac lenstio. 9:
.
As C.1.1 character goplefit., 11c, Aqta must contain: tain: only titable ASC characters: Control:
.. , yp i ..
characters; nonprhvable: characters, or "paeked:' data, lle. Ids arr_riot :allI d
-f
.le re.co,rd or row of -data.
O=,recoi. d:Per line of rowE , h, lhie� or row..eonstitutos a single
ASCII Piln D6firriftod -Text File:
Data maybe provided as ASCII pipe delinifted text fiteswith yariablelebeh data sopgrated'by
. ..... vgt,h, 'r.ariable� lencords.coritain fields that ar(,! onlyonlyAsmd.do as.the &ta
m
.e
clull . , Qs (thorea noleading or trailing spapesbetween data. in. each field).. Files should be
stored , using the file extension.. Relds containing a Null voilm, s40uld- hwo.hv .0 adjacent'
pip.a.do,jimiter. characters rapre.8enting the Start, of the current fiel.dandthe start of tho mext,
field; it..'is,rant riomsaiy to fiiffthe,fiod with spaves.
Microsoft Excel W.''Orksheet,-
Data may be provi&d as I Werooft . Excel Workilicat with one worksheet rtpresentitig out:
corjver8i�o-p file. All conversion files may be stored in one Microsoft lxe.ef -file as spargw,.
111vorksheets fti: the s4hie ".xls".file. exto'c% on. Work -sheets toannot.o.oatain macros or data limes:
Eachworkshoet. inust.adbere to the:file spe. ifieations::wi h the -fi. st' to rojif Mt 'jig: the I
CA)RCYrIf ati turd each sub. qperit row r cord ofdata..
1 Tn''or n j:qTi an ep-esenting onere
16
Micras.oft, Access Database:
Data. may be provided as :a M-ioros.oft. Access Database with. oub, cqnversio-ii file: defined. as a separate table.
1'!able iianw-,s should adhere to the file names minus the, '!Ax.V extension. T.J.pon rcquest, a Microsoft Accea
Database may be supplied vvith 41 1. conversion:tables
The.ponversio'n, setvice fcc 51 listed in tho:lj.ivestii-LentSziiiijTiar :are based'LIPO.11 f4c f011owing assurn t'
y p 10118*;
The conversion emitbate iiielades. conversion or 11nancial data for one client. The conversion itioludes the.
oument and previous fiscal year f0f ouh Tyler Software Prodw.t,unless:otherwlse nowd.
• ,th from its systems; , forniatting it into ler7s
Client is. responsible -for extracting: . c %,orivcftt�ftorn" data'file
pto.vi4ed.datin.s.pocificatir,)ns.,.::an.d providing it in one. of the acceptal le tell flical, tbrinam.
• Tylor MR convert the dart of accounts, organization titles,, hnds accouju. balundes,. Account twity on
both. an.annual.and pe -periOd bASIS.f.MoVery Na tLyw wr cor
e budgets.
• For::theac.co.,uiit-s.payable/.Iiuri 11tisijig.Qo.liV.crgion, �> yler -willconvert vendor; and vendor balance; inforination,
and'outstaridbV check history
PLIfcb;am,- of ders. outstanding invoices, security Setups ..s,,req isitio-hs. vendor shi and
iongueue u r
vendor bill -to addresses aro not included in, the standard gene as.Ing ral ledger/accounts payable/purch
T! r eaffin.ate- for accounts ra.c.01vable includes Qloav ion of atpotift 61
The COW, $1011 mrs.' f A rec.... Vable. custoiner
:identifying imformaTion .(tjowtet numbo, fiame, addresses,, andbilling:. codes) and Mrebt
receivable open. items (cmhto.mer number, dccoufttmumbet, d nle� date, amount owed), Tile amourits
roceiva,plc conversion ';does tint 4ticlude. history.
0 T101ter I -ct/grarit accounfin& iwludes: conV917sion of tlie, pr.0j.e0t. s pukterial, 6.
1Owvdrsionq%inlj. "m Projie
history, labor history: ad project balances. Tifts: 6bliversioft inchides: up!to five fiscal yeam-of project
• The qonvermq estimate for fixed assetsincludes conversion : offixed asset -nUmTer and, typejdel).reciiation
einformation, distribution Info rration, m atcla5sitlrbt. ation and i.i-aprovei.iieiit:i-n.forniqtioii-,
co.11trolvinverston e'stililla It g lool,udes conversion of payroll data: for one client.: For the
pay. 0 !,FY co .r.oll conversion, jerfi. %orrimiti u, grade, and. step tables Oinplo Ot
P, .Tyler wil, nvert:-ernployee and posit
benefit; and deduction WO. ion, dd"e, t d it accounts;: omployee leave balaric(,,�.s, zind, th T t i w epos. .,..q.CUT P11 YPaY.
employee paycheek.history. Prevto.ws year's payroll dlmstk 61 js 4ob co tIingnunibers,:,and. Sot) costing,
.:
history, are ryotlu,.Wed in the standard payroll/position control conversion.
The special :assess is convQrs'on. estimate, includes assoaament, district informat too (4ssessill! t type-s i.
ordirianwe 11LI111bers, and desert t oiu) t rid information (owners, assessed amouius,::,and
p �W.Ssmelt spPol
balaqc.es do.b)a and. transaction specific M.formation(bffls, rjccatpts, and their Associated amounts).,lice
str:uoturea,ire not included in the covwr iop-;
17
o The. estimate for parcels conversion inotudes bogm parcel u f .1 or, M14 90 of address s owners,
aS&C$sI!WfUS gild wiling, Along withbuilding information (Addresses, owners) l busiT information
nformation
(addroses, .Ovvn insufaque):411d Prof.. Cssiotvallilfomai _... (.4:urvey6fs,ardhiteqts, e
ers, o:n
Tbo pormil. OO.IIveaiOjv atinodw includes init addta$ owner, np.e.�aWd let or, A111pgacys need
to be combined into a 'total fees' code representing the .surnmation -ofaftfees: on a permit.
+: T'11c Iicettsing tl�oGlule:.conversion esfizz�ate includes occupational 7afornaation :.mailing informatio�r, phone;
eing i , J,wn . ai . I Is, 1ps'see. , arid: g-coptt i . nformatiot (nun cr$..tes, dqoaftsl- FW stftwWros are not include
i1v the.con.version.
I'lie utility billing: conversiojiizstiniate includes wstomcr iRformation (mailing information, pbone. CinaitAx
oway.r% tenants, lessees, lenders, property managers, es.crows; , service location addresses, account. .escrows, etc eu),
informatioii (tiunibars,.: services, fees., deposits), meteri.n.formati.m. (number, location, mmsurdtnent oftho
meter, radio fequenoy) and, history (meter reads and consumptioli, bils}receipts billing adjustments rrc eipt adjus e. er orders :are n( Ii 001INYOrsioll. tnidrO).. F.6 Stnicturesands A, - o at tudludodf tlx
I S.::
INSURANCE SCHEDULE (CONSULTANT)
Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance, in at least the following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Bodilyjury Property amage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
H. Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Professional Liability
$2,000,000
$2,000,000
$2,000,000
a . The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy,
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and professional insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.