HomeMy WebLinkAbout17- Support, License, and Services Agreement - Tyler Technologies - ExecuTime Software SupportTyler Technologies, Inc.
830 E Third Street
Tulsa, OK 74120
EXECUTIME"'
SOFTWARE
ExecuTime SOFTWARE SUPPORT AGREEMENT COVER
This Support Agreement ("Agreement'), by and between Tyler Technologies, Inc, hereinafter referred to as
"Tyler," and the organization named below, hereinafter referred to as "Licensee":
City of Bozeman
ORGANIZATION NAME
121 N. Rouse Ave
STREETADDRESS
_Bozeman, MT 59771-1230
CITY/STATE2IP
(406)_582-2335
TELEPHONE NUMBER
This Support Agreement applies to the ExecuTime Time & Attendance and Advanced Scheduling Software Systems.
The Support Fee for the Licensed Software is $ 3,975.00
The Support Term isfor one year from the first of month following execution date .
Time & Attendance Up to 400
Licensed Software Number of Employees
Advanced Scheduling N/A
Licensed Software Number of Employees
The LICENSEE acknowledges that it has read this Agreement, the terms and conditions of which are set
forth on this page and in the ExecuTime Software Support Agreement Terms and Conditions Document
attached hereto, and understands it and agrees to be bound by its terms and conditions. Further, the
LICENSEE agrees that it is the complete and exclusive statement of the agreement between the parties
which supersedes all proposals or prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of this Agreement.
Tyler
By:
Name: Abigail Diaz
Title: Chief Legal Officer
Date: February 14, 2017
LICENSEE:
I
:T 4-�J\ �. u it. e
D.
1/8/03 104
LICENSEE SUPPORT AGREEMENT TERMS AND CONDITIONS
This Support Agreement will remain in forcefor one year from the first of the month following execution
date and will then be automatically extended for annual periods at the current fees. Execution date
means the latest date shown on the signature page of this Agreement. The LICENSEE can terminate
this Support Agreement at the end of any Support Period by returning the invoice without payment. (See
paragraph 6 of this Support Agreement.) In addition, in the event the parties are unable to reach
agreement as to a Solution Design, either party may, upon notice to the other party, terminate this
Agreement without liability to the other party, as provided in the Purchase and Sale Agreement between
the parties.
2. Tyler will provide LICENSEE Licensed Software Support during Tyler's normal working hours) on a first -
in, first -out basis, based on problem severity Tyler will:
(a) Provide at Tyler's option and on Tyler's schedule, periodic error correction and updates to the
object code and/or user documentation of the product so as to bring installed applications to a
level equivalent with that of the current marketed version of the Licensed Software.
(b) Clarify installation and operating instructions contained in the user documentation delivered with
the Licensed Software.
(c) Assist in the identification of solutions to operating problems being experienced by the
LICENSEE with the Licensed Software.
(d) Provide problem determination, investigation, and program error correction for verified program
errors in the Licensed Software and the Payroll Interface at no additional charge to LICENSEE.
(e) Provide data repairs for LICENSEE files and records for data problems CAUSED BY the Tyler
product at no additional charge to LICENSEE.
(f) Provide data repairs for LICENSEE files and records on a "best efforts" basis for data problems
NOT CAUSED BY the Tyler product at Tyler's normal hourly billing rate, currently $175.00 per
hour.
(g) Tyler shall provide LICENSEE with Emergency support 24 hours per day, 7 days per week
(excluding holidays), provided the call is initiated by one of up to three (3) persons previously
designated by LICENSEE. "Emergency' shall be limited to an issue that renders the Licensed
Software unusuable (as determined by Tyler in its sole discretion). All other calls will be billed at
Tyler's normal hourly billing rate, with a minimum charge of one hour.
3. Tyler includes in the category "data problems NOT CAUSED BY the ExecuTime product," data
corruption or integrity problems caused by, but not limited to, the following:
(a) Equipment malfunction or failure.
(b) Failure by LICENSEE to follow procedures and/or instructions contained in the documentation
provided with the product or in supplementary documentation provided by Tyler.
(c) Failure by LICENSEE to follow accepted operating practices (for example, failing to routinely
prepare backup data files, powering off or interrupting equipment while programs are executing,
etc.).
4. Tyler will take due care in responding to each request for LICENSEE Support to assure that the
LICENSEE is making proper use of the Licensed Software and that the Licensed Software is operating
properly. Tyler will use commercially reasonable efforts to locate and correct any identified Licensed
Software program defects reported by the LICENSEE.
1/8/03 2 of 4
5. Tyler expressly excludes the following services from the Licensed Software Support to be provided
under this Support Agreement:
(a) System configuration and implementation.
(b) Operator training.
(c) On-site training and LICENSEE assistance visits.
(d) Training classes.
(e) Licensed software custom modifications.
(f) Support of any licensed software product other than the one indicated herein.
6. Payment in full of the appropriate LICENSEE Support Fee shown above must accompany this Support
Agreement and be received by Tyler prior to commencement of Licensed Software Support under this
Support Agreement. An invoice for the applicable LICENSEE Support Fee will be submitted by Tyler to
LICENSEE prior to the end of each annual renewal period. To cancel the annual renewal, LICENSEE
must return the invoice indicating intent to discontinue within (30) days of receipt.
7. Reinstatement of this Support Agreement after having not been in force for sixty (60) days or less will be
made with no reinstatement charge retroactive to the date that the Support Agreement was terminated.
8. Tyler's liability for damages to the LICENSEE for any cause whatsoever and regardless of the form of
actions, whether in contract or in tort including negligence, shall be limited to any actual charges incurred
for up to twelve (12) months' Support Fee for the Licensed Software indicated above. Such charges
shall be those in effect for the Licensed Software when the cause of action arose.
In no event will Tyler be liable for any damages caused by the LICENSEE's representatives or for any
lost revenues or other consequential damages, even if Tyler has been advised of the possibility of such
damages, or for any claim against the LICENSEE by any party, except as otherwise agreed in the
Agreement.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
9. Except as provided herein, neither this Support Agreement, the services granted hereunder nor any of
the Licensed Software materials or copies thereof may be sub -licensed, assigned or transferred by the
LICENSEE. Any attempt by LICENSEE to sub -license, assign or transfer any of the rights, duties or
obligations under this Support Agreement are void without the written consent of Tyler, which consent
will not be unreasonably withheld. Notwithstanding the foregoing, this Support Agreement, the services
granted hereunder and the Licensed Software materials or copies thereof may be assigned by either
party to any successor by reason of merger, reorganization, sale of all or substantially all of the assets,
change of control or operation of law.
10. The terms and conditions of this Agreement may be modified by Tyler effective on the date of automatic
renewal by providing the LICENSEE with one month's prior written notice. Any such modification will
apply unless the LICENSEE exercises the option to terminate this Agreement.
Otherwise, this Agreement can only be modified by a written agreement duly signed by a person
authorized to sign agreements on behalf of the LICENSEE and Tyler and variance from the terms and
conditions of the Agreement in any LICENSEE order or other modification will be of no effect.
11. The LICENSEE represents that it is the Licensee of the Licensed Software under this Support
Agreement via the Agreement effected directly with Tyler
12. Tyler's Licensed Software Support provided outside the scope of this Support Agreement will be
furnished at Tyler's applicable time and material billing rateS and terms then in effect.
1/8/03 3 of 4
13. Neither LICENSEE nor Tyler are responsible for failure to fulfill its obligations under this Agreement due
to causes beyond either party's reasonable control.
14. No actions, regardless of form arising out of this Support Agreement may be brought by either party
more than two (2) years after the cause of actions have arisen, or in the area of nonpayment, more than
two (2) years from the date of the last payment.
15. Any action or proceeding seeking to enforce, or to construe or determine the validity of, any term or
provision of this Support Agreement, or based on any right arising out of this Agreement, shall be
brought by or against a party only in the District Court in and for the County of Tulsa, State of Oklahoma
or, if jurisdiction can be acquired, in the United States District Court for the Northern District of
Oklahoma, and each of the parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to venue laid therein.
16. This Support Agreement shall be governed by the laws of the State of Oklahoma both as to
interpretation and performance.
17. If any part, term, or provision of this Agreement is by the courts held to be illegal or in conflict with any
law of the state where made, the validity of the remaining portions or provisions shall not be affected and
the rights and obligations of the parties shall be construed and enforced as if the Support Agreement did
not contain the particular part, term or provision that is held to be invalid.
18. The parties agree that should either of them default in any of the covenants or agreements contained
herein, the prevailing party shall be entitled to all costs and expenses including a reasonable attorney's
fee which may arise or accrue from enforcing this Support Agreement in a court of law.
19. Tyler and LICENSEE agree that this Agreement and the relationship it represents, requires the
exchange of Confidential Information over the course of normal business. Confidential Information is
information not generally known by non-party personnel including, but not limited to, the financial,
marketing and other proprietary business information and LICENSEE's customer data.
Tyler and LICENSEE further agree that, except as expressly authorized in writing in advance by the
other party, neither will copy or disclose Confidential Information to any third party except its agents,
consultants, contracted personnel or employees on a need to know basis and the agents, consultants,
contracted personnel or employees are under the same obligations of confidentiality as those imposed
on the parties hereunder with no further rights of disclosure of Confidential Information.
Either party may use, copy, or disclose the Confidential Information to the extent required by any
subpoena or order of any government authority, or otherwise as required by law, provided that the
disclosing party shall give prompt notice to the other party of the circumstances.
1/8/03 4 of 4
Tyler Technologies, Inc
636 E Third Street
Tulsa, OK 74120
1
'EXECUTIME
O OFTWARE
ExecuTime LICENSE AGREEMENT COVER
This License Agreement, by and between Tyler Technologies, Inc., hereinafter referred to as Tyler", and the
organization named below, hereinafter referred to as "LICENSEE":
City of Bozeman
ORGANIZATION NAME
121 N Rouse Ave
STREETADDRESS
Bozeman, MT 59771-1230 406-562-2335
CITY/STATEIZIP TELEPHONE NUMBER
This License Agreement applies to the ExecuTime Time & Attendance and Advanced Scheduling Software Systems.
Time &Attendance
Licensed Software
Advanced Scheduling
Licensed Software
Up to 400
Number of Employees
N/A
Number of Employees
The LICENSEE acknowledges that it has read this Agreement, the terms and conditions of which are set
forth on this page and in the ExecuTime License Agreement Terms and Conditions Document attached
hereto, and understands it and agrees to be bound by its terms and conditions. Further, the LICENSEE
agrees that it is the complete and exclusive statement of the agreement between the parties which
supersedes all proposals or prior agreements, oral or written, and all other communications between the
parties relating to the subject matter of this Agreement.
Tyler
By:
Name: Abigail Diaz
Title: Chief Legal Officer
Date: February 14, 2017
LICENSEE:
1 of 4
LICENSE AGREEMENT TERMS AND CONDITIONS
1. DEFINITIONS
The term "Licensed Software" in this Agreement shall mean all licensed data processing programs
consisting of instructions or statements in machine readable form and any related licensed materials such as, but
not limited to, manuals, system documentation and written or verbal instructions provided for use in connection
with the licensed data processing programs.
2. TERM
This Agreement is effective from the date on which it is accepted by Tyler and will remain in effect unless
terminated as provided herein. In the event the parties are unable to reach agreement as to a Solution Design,
either party may, upon notice to the other party, terminate this Agreement without liability to the other party, as
provided in the Purchase and Sale Agreement between the parties. In addition, this Agreement may be
terminated (a) by the LICENSEE, with or without cause, upon 30 days prior written notice to Tyler, or (b) by Tyler if
the LICENSEE fails to comply with any of the material terms and conditions of this Agreement and fails to cure the
default within 30 days after receipt of written notice stating the exact nature of the default. It is hereby agreed that
upon termination of this Agreement for any reason, LICENSEE shall discontinue use of all Licensed Software and
all Licensed Software shall be returned to Tyler.
3. LICENSE
(a) Tyler hereby grants to LICENSEE a License to use for each of the entities identified on the
License Agreement Cover. Any attempt to sub -license, assign or transfer any of the rights, duties or obligations
under this Agreement are void without written notification to and the consent of Tyler, which consent must not be
unreasonably withheld.
(b) The License is transferable to a backup computer when the Designated Computer or an
associated unit required for use of the Licensed Software is temporarily inoperable, but only until status is restored
to the Designated Computer and processing on the backup computer is completed.
4. WARRANTY AND LIMITATION OF LIABILITY
(a) Tyler warrants that it has the right to market, distribute, support and maintain Licensed Software
and that Licensed Software is warranted to conform to the operating specifications as outlined in the applicable
software documentation. LICENSEE agrees that its SOLE AND EXCLUSIVE REMEDY is for Tyler to correct any
error, malfunction or defect if the Licensed Software warranted hereunder fails to conform to the applicable
operating specifications and LICENSEE advises Tyler of such failure in writing, during the three (3) month
warranty period. The three (3) month warranty period starts the day after the date of the complete installation. If
after reasonable attempts, Tyler is unable to correct the error, malfunction, or defect, LICENSEE shall be entitled
to recover an amount, commensurate with the nature and magnitude of the error or defect, up to the entire amount
paid for the Licensed Software. (For the purpose of this Agreement, the term "error, malfunction or defect" shall
mean only significant material deviations from the operating specifications for the Licensed Software as set forth in
the applicable software documentation issued by Tyler, that render the Licensed Software unusuable.)
(b) Tyler represents, warrants and covenants that the Licensed Software delivered hereunder,
including any upgrades or subsequent releases, shall contain no "Virus". "Virus' shall mean any computer code
intentionally designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetical
disruptions or distortions, the operation of the computer program, or any other associated software, firmware,
hardware or computer system.
(c) Tyler's liability for damages to the LICENSEE for any cause whatsoever, and regardless of the
form of action, whether in contract or in tort including negligence, shall be limited to the amount paid for the
Licensed Software, In no event will Tyler be liable for any damages caused by the LICENSEE's failure to perform
the LICENSEE's responsibilities, or for any lost profits or other consequential damages, even if Tyler has been
advised of the possibility of such damages.
(d) Tyler agrees to indemnify the LICENSEE against any loss and/or expenses, which may arise as a
result of an alleged copyright or patent infringement by the licensed software of the copyright, patent, trademark,
service mark, or other intellectual property of any third parrly.
2 of
(e) This warranty and liability for ExecuTimeM are void in the event that the Licensed Software is not
being used with the Designated Computer.
(f) Tyler and/or Certified Marketing and Technical Associates will provide complete support services
as outlined in the ExecuTime LICENSEE SUPPORT AGREEMENT TERMS AND CONDITIONS AGREEMENT.
(g) EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. PROTECTION AND SECURITY OF LICENSED SOFTWARE
(a) LICENSEE agrees to use the Licensed Software only as provided herein and only during the term
of License granted by Tyler and further agrees not to provide or otherwise make available any Licensed Software
to any person other than LICENSEE's agents, consultants, contracted personnel or employees without prior
written consent from Tyler, and then only on the condition that they acknowledge Tyler's statement that the
Licensed Software or any part thereof is the property of Tyler and is proprietary to Tyler. LICENSEE also
acknowledges Tyler's statement that the Licensed Software is the exclusive property of Tyler, constitutes trade
secrets of Tyler, and agrees to protect the Licensed Software or any part thereof from unauthorized disclosure by
its agents, consultants, contracted personnel, employees, LICENSEE, or successors. In the event the License
granted hereunder is terminated, the above obligations of LICENSEE with respect to protection and security shall
not terminate but shall continue for a period of five (5) years following such termination of License.
(b) LICENSEE agrees to reproduce and include Tyler's proprietary, copyright, and trade secret notice
on any copies, in whole or in part, in any form, including partial copies and modifications of Licensed Software.
(c) The LICENSEE further agrees to take appropriate action, by instruction, Agreement or otherwise,
with any persons permitted access to Licensed Software so as to enable the LICENSEE to satisfy the
LICENSEE's obligation under this Agreement.
6. MODIFICATION OF LICENSED SOFTWARE
The parties agree that LICENSEE shall have the right to modify any Licensed Software supplied by Tyler
in machine readable form for LICENSEE's use under this Agreement and on the Designated Computer, and may
combine such modified Licensed Software with other programs or material from updated work; provided however,
upon discontinuance or termination of rights under this Agreement, the Licensed Software supplied by Tyler shall
be completely removed from the updated work and all such materials and copies shall be returned to Tyler in
accordance with the provisions of paragraph 8 of this Agreement. Tyler shall be under no obligation, however, to
make revisions or releases compatible with Licensed Software which has custom modifications.
7. CANCELLATION OF LICENSE
(a) The License granted hereunder may be canceled by Tyler if LICENSEE defaults in payment of
any amount due under this Agreement for a period of fifteen (15) business days after notice of default, or may be
canceled at any time upon breach by the LICENSEE of any other covenant of this Agreement if such breach is not
corrected within thirty (30) business days after receipt of written notice thereof. LICENSEE's obligation to pay
charges which have accrued and damages arising from its breach of this Agreement shall survive cancellation
thereof. No delay or omission in the exercise of any power or remedy herein provided or otherwise available to the
other party shall alter or waive any rights or remedies.
(b) The parties agree that should either of them default in any of the covenants or agreements
contained herein, the prevailing party shall be entitled to all costs and expenses including a reasonable attorney's
fee which may arise or accrue from enforcing this Agreement in a court of law.
8. RETURN OF LICENSED SOFTWARE
Within thirty (30) days after the termination or cancellation for any reason of the License granted herein,
LICENSEE shall deliver to Tyler all copies thereof in whatever form, including partial copies which may have been
modified by LICENSEE, and execute a letter so certifying. Tyler, LICENSEE may be permitted for a specified
period thereafter to retain one copy of certain materials for record purposes.
3 of
ti�0161ILIA Is] 4.Y11r_14IVA
(a) Tyler and LICENSEE agree that this Agreement and the relationship it represents, requires the
exchange of Confidential Information over the course of normal business. Confidential Information is information
not generally known by non-party personnel including, but not limited to, the financial, marketing and other
proprietary business information and LICENSEE's customer data.
(b) Tyler and LICENSEE further agree that, except as expressly authorized in writing in advance by
the other party, neither of them will copy or disclose Confidential Information to any third party except its agents,
consultants, contracted personnel or employees on a need to know basis and the agents, consultants, contracted
personnel or employees are under the same obligations of confidentiality as those imposed on the parties
hereunder with no further rights of disclosure of Confidential Information.
(c) Either party may use, copy, or disclose the Confidential Information to the extent required by any
subpoena or order of any government authority, or otherwise as required by law, provided that the disclosing party
shall give prompt notice to the other party of the circumstances.
10. UPGRADES
(a) Software version upgrades are free of charge. However, there is a charge for services on
upgrades.
11. GENERAL
(a) This Agreement can be modified only by a written agreement duly signed by persons authorized to
sign agreements on behalf of the LICENSEE and of Tyler and variance from the terms and conditions of this
Agreement in any LICENSEE purchase order or other written notification will be of no effect.
(b) Neither LICENSEE nor Tyler is responsible for failure to fulfill their respective obligations under
this Agreement due to causes beyond their control. No action, regardless of form, arising out of this Agreement
may be brought by either party more than two years after the cause of action has arisen, or in the area of
nonpayment, more than two years from the date of the last payment.
(d) Any action or proceeding seeking to enforce, or to construe or determine the validity of, any term
or provision of this License Agreement, or based on any right arising out of this License Agreement, shall be
brought by or against a party only in the District Court in and for the County of Tulsa, State of Oklahoma or, if
jurisdiction can be acquired, in the United States District Court for the Northern District of Oklahoma, and each of
the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action
or proceeding and waives any objection to venue laid therein. This License Agreement shall be governed by the
laws of the State of Oklahoma both as to interpretation and performance.
(f) The parties agree that should either of them default in any of the covenants or agreements
contained herein, the prevailing party shall be entitled to all costs and expenses including a reasonable attorney's
fee which may arise or accrue from enforcing this License Agreement in a court of law.
(g) If any part, term, or provision of this Agreement is by the courts held to be illegal or in conflict with
any law of the state where made, the validity of the remaining portions or provisions shall not be affected, and the
rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be invalid.
4 of
•
•••'•• t y I e r
•• technologies
SERVICES AGREEMENT
This Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client desires to have Tyler perform certain professional services related to Tyler's proprietary
software products and Tyler desires to perform such services under the terms of this Agreement;
WHEREAS, Client will obtain such services pursuant to an Agreement and Sales Quotation #Q-00022924 from
SunGard ® Public Sector ("SunGard");
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this
Agreement, Tyler and Client agree as follows:
SECTION A— DEFINITIONS
• "Agreement" means this services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy
is attached as Exhibit A.
• "Client" means the City of Bozeman, Montana.
• 'Documentation" means any online or written documentation related to the use or functionality of the
Tyler Software that we provide or otherwise make available to you, including instructions, user guides,
manuals and other training or self-help documentation.
• "Effective Date" means the date on which your authorized representative signs the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause
that could not with reasonable diligence be foreseen or prevented by you or us.
• "Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software and related interfaces.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B —PROFESSIONAL SERVICES
1. Services. We will provide you the ExecuTime services indicated in the SunGard sales quotation referenced
above.
2. Professional Services Fees. You agree to pay SunGard the professional services fees in the amounts set forth
in such sales quotation to you. You acknowledge that the fees stated therein are good -faith estimates of the
amount of time and materials required for the agreed scope of services. You will be billed the actual fees
incurred based on the in -scope services provided to you. Those amounts are payable as delivered or as
otherwise agreed between you and SunGard.
'i;:t. tylere
3. Additional Services. If additional work is required, or if you use or request additional services, we will
provide you with an addendum or change order, as applicable, outlining the costs for the additional work.
The price quotes in the addendum or change order will be valid for thirty (30) days.
4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel
reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than
two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-
refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional
services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign
personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with
industry standards. In the event we provide services that do not conform to this warranty, we will re-
perform such services at no additional cost to you.
6. Client Assistance. You agree to use all reasonable efforts to cooperate with and assist us as may be
reasonably required to timely perform the scope of services. This cooperation includes at least working with
us to schedule the services you have contracted for. We will not be liable for failure to meet any deadlines
and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such
cooperation and assistance (either through action or omission).
SECTION C— INVOICING AND PAYMENT, INVOICE DISPUTES
1. Invoicing and Payment. SunGard will invoice you the fees for the services, plus any applicable expenses, as
delivered and/or incurred.
2. Invoice Disputes. If you believe any delivered service does not conform to the warranties in this Agreement,
you will provide us with written notice within fifteen (15) days of your receipt of the applicable invoice. The
written notice must contain sufficient detail of the issues you contend are in dispute. We will provide a
written response to you that will include either a justification of the invoice, an adjustment to the invoice, or
a proposal addressing the issues presented in your notice. We will work together as may be necessary to
develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues
presented in your notice. You may only withhold payment of the amount(s) actually in dispute until we
complete the action items outlined in the plan to City's reasonable satisfaction. If we are unable to
complete the action items outlined in the action plan because of your failure to complete the items agreed
to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery
of all services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above.
SECTION D — TERM & TERMINATION
1. Term. The term of this Agreement shall commence on the date of execution and end one (1) year
thereafter. The parties may agree to renew the Agreement under the same terms and at mutually agreed
pricing.
2. Termination For Cause. Either party may terminate this Agreement for cause in the event the allegedly
breaching party does not cure, or create a mutually agreeable action plan to address, a material breach of
this Agreement within thirty (30) days of receiving a written notice of the alleged breach. Both parties agree
`VN tyles
to comply with Section F (1), Dispute Resolution, prior to termination. In the event of termination for cause,
you will pay us for all undisputed fees and expenses related to the services you have received, or we have
incurred or delivered, prior to the effective date of termination.
3. Termination For Convenience. Either party may terminate this Agreement for convenience upon thirty (30)
days written notice to the other party. In the event of such termination, you will pay us for all undisputed
fees and expenses related to the services you have received, or we have incurred or delivered, prior to the
effective date of termination.
4. Termination for Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure
event suspends performance of scheduled tasks for a period of thirty (30) days or more. In the event of
termination due to Force Majeure, you will pay us for all undisputed fees and expenses related to the
software, products, and/or services you have received, or we have incurred or delivered, prior to the
effective date of termination.
SECTION E— INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any
and all direct claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's
fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or
willful misconduct; or (b) our violation of a law applicable to our performance under this Agreement.
You must notify us promptly in writing of the claim and give us sole control over its defense or
settlement. You agree to provide us with reasonable assistance, cooperation, and information in
defending the claim at our expense.
2. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, A PARTY'S
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE LESSER OF
(A) THE PARTY'S ACTUAL DIRECT DAMAGES OR (B) THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT.
THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS
E (1).
4. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
5. Insurance. During the course of performing services under this Agreement, each party agrees to maintain
insurance for the following policies: Commercial General Liability with limits not less than $1,000,000 per
occurrence/$2,000,000 annual aggregate, Professional Liability with limits not less than $1,000,000 per
tyler
claim/$2,000,000 annual aggregate, and Workers Compensation complying with applicable statutory
requirements. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on the Commercial General Liability policy. Tyler
will notify City within two (2) business days of Tyler's receipt of notice that any required insurance will be
terminated. Tyler will provide you with copies of certificates of insurance upon your written request.
SECTION F — GENERAL TERMS AND CONDITIONS
1. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware
of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if
requested by either party, appointing a senior representative to meet and engage in good faith negotiations
with our appointed senior representative. Senior representatives will meet within thirty (30) days of the
written dispute notice, unless otherwise agreed. All meetings and discussions between senior
representatives will be deemed confidential settlement discussions not subject to disclosure under Federal
Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall
prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
2. Taxes. The fees listed in this Agreement do not include any taxes, including, without limitation, sales, use, or
excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise,
we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you
have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for
paying our income taxes arising from our performance of this Agreement.
3. Nondiscrimination. Neither party will unlawfully discriminate against any person employed or applying for
employment concerning the performance of Tyler's responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment,
or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color,
religion, national origin, age, sex, sexual orientation, gender identity, ancestry, disability that is unrelated to
the individual's ability to perform the duties of a particularjob or position, height, weight, marital status, or
political affiliation. Each party posts, where appropriate, all notices related to nondiscrimination as may be
required by applicable law.
4. E -Verify. Both parties have complied, and will comply, with the E -Verify procedures administered by the
U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
5. Subcontractors. We will not subcontract any services under this Agreement without your prior written
consent, not to be unreasonably withheld.
6. No Assignment. Neither party may assign this Agreement without the prior written consent of the other
party; provided, however, that your consent Is not required in the event we have a change of control.
7. Force Majeure. Neither party will be liable for delays in performing its obligations under this Agreement to
the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days
of the Force Majeure event, the party whose performance is delayed provides the other party with written
notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to
the estimated duration of the Force Majeure event.
•1A tylerPS
8. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us.
No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make
any claim or assert any right under this Agreement. This provision does not affect the rights of third parties
under any Third Party End User License Agreement(s).
9. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with
respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be
modified by a written amendment signed by an authorized representative of each party.
10. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
11. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either
party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this
Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this
Agreement thereafter.
12. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
13. Notices. All notices or communications required or permitted as a part of this Agreement must be in writing
and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b)
upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving
party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after
deposit with the United States Postal Service authorized mail center with proper postage (certified mail,
return receipt requested) affixed and addressed to the other party at the address set forth on the signature
page hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a change in
address will be borne by the intended receiving party.
14. Business License. In the event a local business license is required for us to perform services hereunder, you
will promptly notify us and provide us with the necessary paperwork and/or contact information so that we
may timely obtain such license.
15. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State
of Montana.
16. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which will
be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly
reproduced signature on this Agreement or any amendment hereto will be deemed an original signature
and will be fully enforceable as if an original signature.
17. Ownership. We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties. We own the
title, copyright, and other intellectual property rights in the Tyler Software and the Documentation.
18. Contract Documents. This Agreement includes the following addendum and exhibit:
Confidentiality and Nondisclosure Addendum
Exhibit A Business Travel Policy
•OVO tylerp
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the
date(s) set forth below.
Tyler Technologies, Inc.
By:
Name: Abigail Diaz
Title: Chief Legal Counsel
Date: February 14, 2017
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer\
City of Bozeman
Title: PTTW6 dT -i MN'et>XL.
Date:
Address for Notices:
City of Bozeman
121 North Rouse Avenue
Bozeman, MT 59715
Attention:
.6 tyler„
•
•••'•� t y I e r
• technologies
CONFIDENTIALITY & NON -DISCLOSURE ADDENDUM
This Confidentiality & Non -Disclosure Addendum applies to the Agreement between Tyler and Client (individually, a
"Party"; collectively, the "Parties").
WHEREAS, a Party may disclose Confidential Information to the other Party in connection with this Agreement; and
WHEREAS, the Parties desire to protect their respective Confidential Information;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tyler and
Client agree as follows:
1. Confidential Information. As used in this Addendum, "Confidential Information" means
A. all nonpublic information, in whatever form transmitted, of either Party that a reasonable person would
believe to be confidential and includes, without limitation:
1. personal identifying information (e.g., social security numbers);
2. any and all intellectual property rights Tyler holds in the Tyler Software as of the effective date of this
Agreement, including patents, copyrights, and trademarks,;
3. trade secrets,; and
4. information relating to either Party's business, methods, business plans, databases, systems, technology,
management, business development, operations, products, processes, and services, research,
development, inventions, recommendations, programs, systems, systems analyses, finances, financial
statements, financial projections, financing methods, marketing plans and strategies, pricing strategies,
Tyler customer information, sources, customer lists, system designs, terms and conditions of
arrangements of any business or clients or suppliers, reports, personnel procedures, methods of
competing, and other proprietary or confidential information;
B. that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") or otherwise
learned by the Receiving Party in the course of its discussions or business dealings with, or due to its physical
or electronic access to the premises or property of the Disclosing Party; and
C. has been identified as being proprietary and/or confidential or that would reasonably be deemed to be
proprietary and/or confidential based upon the circumstances surrounding its disclosure or receipt.
2. Meetings & Discussions. Each Party agrees that the existence or occurrence of any meetings or discussions
between the Parties will also be considered Confidential Information and will not be disclosed to any third party
(other than the agents and representatives of the Parties), except as may be required by law or in any legal
proceedings or as otherwise mutually agreed.
3. Exceptions. "Confidential Information" does not include information which
A. was available to the Receiving Party on a non -confidential basis prior to its receipt by the Receiving Party;
B. becomes available to the Receiving Party on a non -confidential basis from a source other than the Disclosing
party, its representatives or its agents, provided that such source is not bound by a confidentiality agreement
with the Disclosing Party, its representatives or its agents or otherwise is prohibited from transmitting the
information to the Receiving Party by a contractual, legal or fiduciary obligation; or
C. was independently developed by the Receiving Party without access to or the benefit of the Confidential
Information.
tyles ,
4. Use of Confidential Information. The Receiving Party, except as expressly provided in this Agreement or as required
by Montana's public records laws, will not disclose Confidential Information to anyone without the Disclosing
Party's prior written consent. In addition, the Receiving Party will not use, or permit others to use, Confidential
Information for any purpose other than for the limited purpose or purposes for which the disclosure of the
Confidential Information is originally made and described above. Permitted use under this Agreement may include
disclosure of Confidential Information to employees, agents or representatives of the Receiving Party provided,
however, that the Receiving Party informs such person or persons of this Agreement, ensures that such parties are
bound to comply with the terms of the Agreement, and will be responsible for any breach of this Agreement by
such entities.
5. Exportation. Neither Party shall export, directly or indirectly, any technical data acquired from the other Party
pursuant to this Agreement or an product utilizing any such data to any country for which the United States
Government or any agency thereof at the time of export requires an export license or other governmental approval
without first obtaining such license or approval.
6. Governmental Request. Should the Receiving Party receive a request or otherwise be directed by a governmental
authority to disclose any or all of the Disclosing Party's Confidential Information, the Receiving Party shall promptly
provide notice to the Disclosing Party of such request to allow the Disclosing Party an opportunity to prevent such
disclosure.
7. Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the
Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Confidential
Information except as expressly provided herein or in a separate written agreement specifically granting such
rights.
8. Protection of Confidential Information. The Receiving Party will take all reasonable measures to avoid disclosure,
dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to
protect its own confidential and proprietary information, and, in any event, at least in a manner considered
commercially reasonable. These measures include, without limitation, maintenance of sound technological and
business practices appropriate to the type of information involved.
9. Unauthorized Disclosure. The Receiving Party shall immediately notify the Disclosing Party upon the discovery of
any loss or unauthorized disclosure or use of the Confidential Information of the Disclosing Party.
10. Injunctive Relief. Each Party acknowledges and agrees that a breach by it or one of its affiliates,
employees or representatives of any of the covenants set forth in this Agreement will cause irreparable injury to
the other Party and its business for which damages, even if available, will not constitute an adequate remedy.
Accordingly, each Party, for itself and its affiliates employees and representatives, agrees that the other Party, in
addition to any other remedy available at law or in equity, shall be entitled to the issuance of injunctive relief
(including, without limitation, specific performance) by any court of competent jurisdiction in order to enforce the
covenants and agreements contained herein.
11. No Trading in Tyler Common Stock. The Client acknowledges that Tyler is a publicly traded company
listed on the New York Stock Exchange, and therefore, agrees that any material, nonpublic Confidential Information
regarding Tyler that is disclosed to the Client may not be used as a basis for trading in Tyler stock by the Client or its
representatives.
12. Cumulative Nature of Obligations. Each Party's obligations hereunder are in addition to, and not
exclusive of, any and all of its other obligations and duties to the other Party, whether express, implied, in fact or in
law.
13. Return of Materials. Upon termination or expiration of this Agreement, or upon receipt of written
request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential
Information of the Disclosing Party including, without limitation, all documents or other tangible materials
representing the Disclosing Party's Confidential Information.
••f.�.
tyle
rres
•
•••••• t y I e r
• technologies
Exhibit A
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two
hours before or after the requested departure time, assuming that flight does not add more than three
hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical
fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within
two hours before or after the requested departure time and that does not add more than three hours to
the employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount opportunities.
Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance
of commitments. A seven day advance booking requirement is mandatory. When booking less than seven
days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six
hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current
IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the
employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have
been designated a home office should calculate miles from their home.
••. tyler.,
B. Rental Car
Employees are authorized to rent cars only in conjunction with airtravel when cost, convenience, and the
specific situation reasonably require their use. When renting a car for Tyler business, employees should
select a "mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees are
traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on
the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services maybe considered when traveling in and around cities or to and from
airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a
reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included
in the per diem rates and will not be reimbursed separately.
D. Parking&Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as
opposed to hours. Park and fly options located near some airports may also be used. For extended trips
that would result in excessive parking charges, public transportation to/from the airport should be
considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located
in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton
Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation
should note that discount and the employee should confirm the lower rate with the hotel upon arrival.
Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the
employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's
cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per diem
rates published by the General Services Administration. Incidental expenses include tips to maids, hotel
staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at
www.gsa.gov/Perdiem.
tylero5
10
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are
governed as set forth below.
Departure Dav
Depart before 12:00 noon
Depart after 12:00 noon
Return Dav
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m.
Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as
follows:
• Breakfast 15%
• Lunch 25%
• Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on
an expense report. Employees on same day travel status are eligible to claim dinner in the event they
return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner
5. Internet Access— Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed
internet access and Tyler employees are encouraged to use such hotels whenever possible. [fan
employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet
access at airports are not reimbursable.
•{f.:. tyles
11
DocuSign Envelope ID: D36DA943-BFCA-4088-BCEB-7BDCF1AFF004
SUNGARD"
PUBLIC SECTOR
Itil
Quote Prepared By:
Denise Pratt
1000 Business Center DrNe
Lake Mary, PL 32740
Phone: (800)727-8088 FaP
Emall: denise.pratt@sungard
(407)304.3301
.cam
Name
V reel
Product Name
ExecuTlme Tlme & Attendance
Add -On Quote
Quote Prepared For;
Brian LaMmes, ControllerlSofhvare Application Manager
City of Bozeman
= 121 North Rouso Ave.
Bozeman, MT 5977f-1230
(406) 582-2335
Quantity - _ Ext Price Maintenance
1 - 3,375.00 540.00
QuantityExt Price Maintenance
.__...12,600.00.........
Totals: $12,600.00 $3,975.00
Professional
Services
Interface
Product Code
Product Namo
Prot fAgml Installation Tech Svcs
Training
Imps Svcs
Consulting Development Total Semll
._ _-.__TIPAE __......
TGEXECU
aWL Attendance lntedace P.xecuTmno
NIne TImeBM
_ _.__._-....
Ext Pike:
-
-
-
1,60000
1.601
Totals:-
-
- $1,600.00 $1,601
S-arvlCeS
Pmducl Code
product Name
Pro(higmt Installation Tech Svcs
Training
hurt Svcs
Consulting Development Total Sorel
E%EGTIPA-AIT-S
- CxecuTim° Tim R AllenMancaServkes
EM Price:640,00
Totals:
$640.00
Third Party
Product Code
Product game
Prot Ugait Installation Tech Svcs
Training
inept Svcs
Consulting Development Total Sam]
........... .....
EXF.GII.Ip
... _.__.
ExewTimelmptemenlafwn Serlces
EXl Pdco;
- -
'
8,500.00
8.501
Totals:
-
.
$8,500.00
$8,601
Product & Services
_
License Fees: $3,371
Professional
Services: $2,241
SunGard Public Sector
DocuSign Envelope ID: D36DA943-BFCA-4088-BCEB-7BDCF1AFF004
i License Feos:
License Fee Discount!
& Services Totals
- - Net License Fees;
Net Professional Services:
Net Third Party License Fees:
Third Partv Professional Services:
Total: 526,377
Notes
ExecuTime Implementation services are performed by Execu'
A -ATT: Time clocks are available and can be purchased directly
ount3,150
punt 10% off the interface.
nom terms as follows, unless otherwise notated below for Special Payment Terms by Product.
led, Project Planning, Project Management, Consulting, Technical Services, Conversion, Third Party Product Software and Hardware Fees are due upon execution of
Quote. Project Management Fees will be involved as one combined fee. Training fees and Travel & Living expenses are due as incurred monthly. Installation is due
I completion. Custom Modiflcations, System Change Requests or SOW'S foroustomizalion, and Third Party Product implementation Services fees are due 50% on
inion of this Quote and 50% due upon Invoice, upon completion. Unless otherwise provided, other Professional Services are duo monthly, as such services are
areal. Additional services, if requested, All be Invoiced at then -current rates. Any shipping charges shown are estimated only and actual shipping charges All be. due
i invoice, upon delivery.
hal Subscription Feels): Initial annual subscription fees are due 100% on the Execution Date. The Initial annual subscription term for any subscription producl(s) listed
,e shall commence on the Execution Date of Otis Agreement and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for
assive one (1) year tents, unless either party gives the other padyvidtten notice of non -renewal at least sixty (60) days prior to expiration of the then -current term.
then -current fee will be specified by SunGard Public Sector in an annual Invoice to Customer thirty (30) days prior to the expiration of then -current annual period.
3ard Public Sector Application Annual Support: Customer is committed to the Initial term of Agreement and extends for a twelve (12) month period. Subsequent
s of support will be for twelve (11.) month periods, commencing at the end of the pdorsupport period. Support fees shovm are for the second term of support and
h shall be due prior to thestart of thattemh. Fees for subsequent terms of support will be due prior to the start of each term at the then prevailing rate. Except for the
and term of support forwhich SunGard Public Sector is committed, subsequent terms Ali renew automatically unit such time a party receives vrtilten nolicefrom the
r party thirty (30) days prior to the expiration of the then current term. Notification of non renewal Is required prior to the start of the renewal term. Customer All be
Iced, and payment is due, upon renewal.
I Party Product Annual Support Fees: The support fee for the Initial annual period Is Included in the applicable Third Party Product License fees(s) unless otherwise
:d. Subsequent terms invoiced by SunGard Public Sector fil renew automatically at then -prevailing rates until such time SunGard Public Sector receives written
xi of non -renewal from the Customer ninety (00) days in advance of the explration of the then -current tent. Notification of non renewal is required prior to the start of
SunGard Public Sector Page z of 4
DocuSign Envelope ID: D36DA943-BFCA-4088-BCEB-7BDCF1AFF004
the renewal term. CustomervAl be Invoiced, and payment Is due, upon renewal. As applicable for
to Customer, payment terms for any ranowal teml(s) of support shall be as provided by the third p
h Third Party Products that are invoiced directly by the third party
Customer.
.._-_-._.___-_..-..._....-._....-..._.--._.._.t.....-....
Quote constitutes an Amendment to the Software License 8 Services Agreement and Uhe MalntenancelSuppod Agreement (together, the 'Contract and
omem') by and between the parties hereto. The product and pricing information detailed above comprises the 'Exhibit 1'schedule or'Supplement' attached to this
raiment. Except as othendse provided herein, all terms and conditions of the Contract and Agreement shall remain In full force and effect.
Interfaces listed above are Interfaces only. Customer shall he responsible for obtaining the applicable software, hardware and system software from the appropriate
partyvendor.
Component Systems identified above are'Licensed Programs' or'Llcensed Systems licensed by SunGard Public Sector and are provided In and maybe used in
afne-readable object code form only.
icable taxes are not included, and, if applicable, will be added to the amount in the payment of invoices) being sent separately. Travel and living expenses are in
lion to the prices quoted above and shall be governed by the SunGard Public Sector Corporate Travel and Expense Reimbursement Polley.
dale of delivery Is the date on which SunGard Public Sector delivers, F.C.B. SunGard Public Sector's place of shipment, the Component Systems to Customer.
SunGard Public Sector application software warranty shall be fora period of one (1) year after delivery. There Is no TesUng and Acceptance period on the Licensed
em(s) herein.
printed conditions and all other terms not Included In this Quote or In the Contract and Agreement, slated on any purchase order orother dooumentsubmillod
after by Customer are of no force or effect, and the terms and conditions of the Contract and Agreement and any amendments thereto shall control unless expressly
ped in writing by SunGard Public Sector to Customer.
I party hardware/software maintenance and/or wafrenly will be provided by the third party hardware and sof ware manufaclu m(s). SunGard Public Secloi'makes no
asentellons as to expected performance, suitdbilily, or the satisfaction of Customers requirements with respect to the hardware or other third party products
Mod in this Quote. The return and refund policy of each Individual third party hardwarolsoftvare supplier shall apply.
Agreement is based on the current licensing policies of each third party software manufacturer as well as all hardware manufacturers. In the event that a
ufacturer changes any of these respective policies or prices, SunGard Public Sector reserves the right to adjust this proposal to reflect those Granges.
Ad Customer terminate this agreement per any "Term of Contract' Section of the Contract and Agreement, as may be applicable for corlaln customers, Customer
as to pay, Immediately upon termination, the remaining balance for all hardware, software, and services delivered prior to fie termination date together with travel
bursements, if any, related to the foregoing. Nobvithslanding any language in the Contract and Agreement to the contrary, the purchase of support services is NOT
ssary for the condnuation of Customer's License.
ng for professional services provided under this quote Is a good falUr estiniato based on the information available to SunGard Public Sector at the time of execution o
Quote. The total amount that Customer will pay for these services will vary based on the actual number of hours of services required to complete the services. if
Ired, additional services vrill be provided on a time and maledals basis at hourly rates equal to SunGard Public Sector's then -current rates for the services at issue.
training and on-site project management sessions which are cancelled al the request of Customer within fourteen (14) days of the scheduled start dale, Customer is
onslble for entire price of the training or onsite project management plus incurred expenses.
SunGard Public Sector
DocuSign Envelope ID: D36DA943-BFCA-4088-BCEB-7BDCF1AFF004
of
rioted Name
,6b7A/,S A/'73/ �94t/ cz
lamnndsen Public Sector, LLC
�
oocusigncaby;
�
�WI ,..I/1.1(j'�
2/15/2017 Tom Amburgey
Authorize Ignature Date Printed Name