HomeMy WebLinkAboutContract #: 1622 - From: 07-01-2022 To: 06-30-2025 - Tyler Technologies - IT 40�
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement.
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 Software as a Service Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• "Client" means the Town of North Andover, Massachusetts.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A
contains EnerGov labeled software, defined users mean the maximum number of named users
that are authorized to use the EnerGov labeled modules as indicated in the Investment
Summary.
• "Developer" means a third party who owns the intellectual property rights to Third Party
Software.
• "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 by which both your and our authorized representatives have
signed 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.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
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• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "Order Form" means an ordering document that includes a quote or investment summary and
specifying the items to be provided by Tyler to Client, including any addenda and supplements
thereto.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary,
prorated for the applicable term of this Agreement.
• "SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• "SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• "Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party SaaS Services" means software as a service provided by a third party, if any,
identified in the Investment Summary.
• "Third Party Services" means the third party services, if any, identified in the Investment
Summary.
• "Third Party Software" means the third party software, if any, identified in the Investment
Summary.
• "Third Party Terms" means, if any,the end user license agreement(s) or similar terms for the
Third Party Products or other parties' products or services, as applicable, and attached or
indicated at Exhibit D.
• "Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
• "we","us","our"and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B—SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C(9). The foregoing notwithstanding,to the extent we have sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary,for which you are
receiving SaaS Services,your rights to use such Tyler Software are perpetual, subject to the terms
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and conditions of this Agreement including, without limitation, Section B(4). We will make any such
software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined
Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate
with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions.You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or(d) license, sell, rent,
lease,transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services,Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted,we will use all
reasonable efforts, consistent with industry standards,to cure the Defect in accordance with the
maintenance and support process set forth in Section C(9), below,the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution
of a mutually agreeable Non-Disclosure Agreement ("NDA"),we will provide you with a
summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the
NDA is in effect and in which you make a written request,we will provide that same
information. If our SaaS Services are provided using a 3rd party data center, we will provide
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available compliance reports for that data center.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
component failure. In the event of a data center failure, we reserve the right to employ our
disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a
Recovery Point Objective ("RPO") of 24 hours and a Recovery Time Objective ("RTO")of 24
hours. RPO represents the maximum duration of time between the most recent recoverable
copy of your hosted Data and subsequent data center failure. RTO represents the maximum
duration of time following data center failure within which your access to the Tyler Software
must be restored.
6.4 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems(hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.S We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry.All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.9 Where applicable with respect to our applications that take or process card payment data, we
are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and
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have performed the necessary steps to validate compliance with the PCI DSS. We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance,which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
SECTION C—PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in
the Investment Summary.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains the scope of services and related costs
(including programming and/or interface estimates) required for the project based on our
understanding of the specifications you supplied. 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 from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, 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. Site Access and Requirements. At no cost to us,you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12)years, all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
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process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. 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).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy,then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards,to resolve Defects in the Tyler Software (subject to
any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a
maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event,we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way,you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a)onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or(d) support outside our normal business hours as listed in our then-
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1)weeks' advance notice.
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SECTION D—THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services,you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services,those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E- INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty(30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you 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 withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. 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 SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15) days of notice of our intent to do so.
SECTION F—TERM AND TERMINATION
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1. Term. The initial term of this Agreement commences July 1, 2022 and ends June 30, 2025. Your
right to access or use the Tyler Software and the SaaS Services will terminate at the end of this
Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
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. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
in the event we do not cure, or create a mutually agreeable action plan to address, a material
breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
SECTION G—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s)that the Tyler Software or Documentation
infringes that third party's patent, copyright,or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment(or settlement to which we
consent). 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.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or(c) replace it with a
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functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively,we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third-party 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 PCI-DSS requirements or 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.
3. 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. CLIENT UNDERSTANDS AND AGREES THAT TYLER
DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR 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
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED(A) DURING THE INITIAL TERM,AS SET FORTH
IN SECTION F(1),TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM,THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND G(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least$1,000,000; (b)
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Automobile Liability of at least$1,000,000; (c) Professional Liability of at least$1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least$5,000,000. We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of
insurance upon your written request.
SECTION H—GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired,you may purchase additional products and services at our then-current list
price, also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. 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
convene 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, then the parties shall participate in non-binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation,then 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.
4. Taxes. The fees in the Investment Summary 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, both federal and state, as
applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post,where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
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6. E-Verify. We 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.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however,your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, 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.
10. 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 Terms.
11. 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. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. 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.
13. 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.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, 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
tyder
11
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.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. 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, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes,without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however, that in the
event you receive an open records or other similar applicable request,you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your
Data. In the event we detect malware or other conditions associated with your Data that are
reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the
absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment
to an isolated "quarantined" environment without advance notice. Your Data will remain in such
quarantine for a period of at least six(6) months during which time we will review the Data, and all
traffic associated with the Data,for signs of malware or other similar issues. If no issues are
detected through such reviews during the six (6) month period of quarantine,we will coordinate
with you the restoration of your Data to a non-quarantined environment. In the event your Data
must remain in quarantine beyond this six(6) month period through no fault of Tyler's,we reserve
the right to require payment of additional fees for the extended duration of quarantine. We will
provide an estimate of what those costs will be upon your request.
19. 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.
20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
-:". tier
12
your state of domicile, without regard to its rules on conflicts of law.
21. Multiple Originals and Authorized 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.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
22. Cooperative Procurement. To the maximum extent permitted by applicable law,we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing, to the scope and circumstances of that cooperative procurement.
23. Socrata Solution Terms. Your use of certain Tyler solutions includes Tyler's Socrata data platform.
Your rights, and the rights of any of your end users,to use Tyler's Socrata data platform is subject to
the Socrata SaaS Services Terms of Service, available at https://www.tVIertech.com/terms/socrata-
saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing,
or using any of the Tyler solutions listed at the linked terms,you certify that you have reviewed,
understand, and agree to said terms.
24. Contract Documents. This Agreement includes the following exhibits:
25.
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
Signatures on following page.
tyler
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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. Town of North An er, Massachusetts
;
Name: Robert Kennedy-Jensen Name; ° ., .`� ., fjy At
Title: Group General Counsel Title: ...��..,-).yn ( ,
Date: 6/23/23 Date: _
Address for Notices: Address for Notices:
Tyler Technologies, Inc. Town of North Andover
One Tyler Drive 120 Main Street
Yarmouth, ME 04096 North Andover, MA 01845-2420
Attention: Chief Legal Officer Attention:
Town of North Andover, Massachusetts Town of North Andover, Massachusetts
By: ,� � � .� By:
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Title: .. awj t Title:
Date: Date: :.
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Exhibit A
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Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
Quoted By: Susan Sturgis
Is � Quote Expiration: 12/18/23
Quote Name: Town of North Andover-ERP-
Ci SaaS Renewal
Quote Description: SaaS Renewal
Saas Term 1.00
Sales Quotation For:
Town of North Andover
120 Main St
North Andover MA 01845-2420
Phone:+l(978)688-9500
Tyler SaaS and Related Services
►- e
Financial Management
Accounting/GL/BG/AP 1 0 $16,780.00
Cash Management 1 0 $2,922.00
Contract Management 1 0 $1,882.00
Project&Grant Accounting 1 0 $7,22100
Purchasing 1 0 $6,725.00
Human Resources Management
HR Management 1 0 $3,953.00
Payroll w/ESS 1 0 $11,221.00
Recruiting 1 0 $4,181.00
Revenue Management
Accounts Receivable 1 0 $7,679.00
CAMA Bridge 1 0 $2,860.00
Central Property File 1 0 $1,553.00
Citizen Self Service 1 0 $5,951.00
General Billing 1 0 $3,896.00
MA Tax Title 1 0 $5,153.00
2023-412318-N7Q7Q6 CONFIDENTIAL Page 1
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1
Exhibit A
Motor Vehicle Excise Tax 1 0 $6,308.00
Tax Billing 1 0 $18,751.00
Content Management
Content Manager Core includes Onboarding 1 0 $11,359.00
Data Insights
Enterprise Analytics and Reporting 1 0 $25,909.00
Additional
Forms Processing Doc Origin Software 1 0 $5,131.00
GIS 1 0 $2,840.00
TOTAL 0 $152,277.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $0.00 $0.00
Total SaaS $0,00 $152,277.00
Total Tyler Services $0.00 $0.00
Total Third-Party hardware,Software,Services $0.00 $0.00
Summary Total $0.00 $152,277.00
Contract Total $152,277.00
All Primary values quoted in US Dollars
Comments
In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition,the license for Content Manager
is restricted to use with Tyler applications only.If Client wishes to use Content Manager software with non-Tyler applications,Client must
purchase or upgrade to Content Manager Enterprise Edition.
Content Manager Core includes up to 1TB of storage.Should additional storage be needed it may be purchased as needed at an annual fee of
$5,000 per TB.
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Exhibit B
tyler
technologies
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for year 1
(7/1/22-6/30/23) are set forth in the Investment Summary.Tyler will limit increases to the
annual SaaS Fees for years two and three to five percent (5%) per year.
2. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10%travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45)days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
tyler
1
Exhibit B
Schedule 1
tyler
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations &Tickets
The Travel Management Company (TMC) used by Tyler 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 (7) day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six(6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for"Basic Economy Fares" because these fares are non-refundable and have
many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days =one (1) checked bag
• Six(6) or more days=two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
•::•• tyler
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Exhibit B
Schedule 1
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.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel 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; except for employees traveling to Alaska and internationally(excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be 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.
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Exhibit B
Schedule 1
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. 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.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
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 Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* 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 2S%
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.
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3
Exhibit B
Schedule 1
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. If
an 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.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the "lowest practical coach fare" with the exception of flights that are
six (6) or more consecutive hours in length. In such event,the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
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4
Exhibit C
tyler
techn logles
Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. This SLA does not apply to any Third Party
SaaS Services. All other support services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter,
calculated as follows: (Service Availability—Downtime)_Service Availability.
Client Error Incident:Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch,
login, search or save primary data in the Tyler Software. Downtime does not include those instances in
which only a Defect is present.
Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2)
maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance
that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests,excluding Planned Downtime, Client Error Incidents,
denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance is limited to five (S) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime,you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support case number.
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring,we will work
with you to identify the cause of the Downtime (including whether it may be the result of Planned
tyler
1
Exhibit C
Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you
to resume normal operations.
C. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief
Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the
calendar quarter.
In order to receive relief credits, you must submit a request through one of the channels listed in our
Support Call Process within fifteen days(15)of the end of the applicable quarter. We will respond to your
relief request within thirty(30) day(s) of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
99.99%-98.00% Remedial action will be taken
97.99%-95.00% 4%
Below 95.00% 5%
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably
low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic,we will
provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that
activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable,
we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable
during the maintenance window.
tyler
Exhibit C
Schedule 1
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technologies
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal)—for less urgent and functionality-based questions, users may create
support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most "how-to" and configuration-
based questions through a simplified search interface with machine learning, potentially
eliminating the need to submit the support case.
(2) Email—for less urgent situations, users may submit emails directly to the software support
group.
(3) Telephone—for urgent or complex questions, users receive toll-free,telephone software
support.
*Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website—www.tylertech.com—for accessing client tools, documentation, and other
information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources
simultaneously to find the answers you need, 240.
(3) Tyler Community—provides a venue for all Tyler clients with current maintenance agreements to
collaborate with one another, share best practices and resources, and access documentation.
(4) Tyler University—online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of S AM to S PM (Monday—
Friday) across four US time zones (Pacific, Mountain, Central and Eastern).Tyler's holiday schedule is
outlined below.There will be no support coverage on these days.
New Year's Day Labor Day
Martin Luther King,Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service,we will provide you with procedures for contacting
support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
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1
Exhibit C
Schedule 1
such a Defect notification,we will use commercially reasonable efforts to meet the resolution targets
set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of
each month to assist your IT staff with applying patches and release upgrades, as well as consulting with
them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique case number.This system tracks the history of each incident.The case number is used to track
and reference open issues when clients contact support. Clients may track incidents, using the case
number,through Tyler's Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client's needs.Tyler and the Client
will reasonably set the priority of the incident per the chart below.This chart is not intended to address
every type of support incident, and certain "characteristics" may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud.The goal is
to help guide the Client towards clearly understanding and communicating the importance of the issue
and to describe generally expected response and resolution targets in the production environment only.
References to a "confirmed support incident" mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
Priority Characteristics of Support Incident Resolution Targets*
Level
Support incident that causes(a) Tyler shall provide an initial response to Priority Level
complete application failure or 1 incidents within one(1) business hour of receipt of
application unavailability; (b) the incident. Once the incident has been confirmed,
1 application failure or unavailability in Tyler shall use commercially reasonable efforts to
Critical one or more of the client's remote resolve such support incidents or provide a
location; or(c)systemic loss of circumvention procedure within one (1) business
multiple essential system functions. day. For non-hosted customers,Tyler's responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
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2
Exhibit C
Schedule 1
Priority Characteristics of Support Incident Resolution Targets*
Level
Support incident that causes(a) Tyler shall provide an initial response to Priority Level
repeated, consistent failure of 2 incidents within four(4) business hours of receipt of
essential functionality affecting more the incident. Once the incident has been confirmed,
than one user or(b) loss or corruption Tyler shall use commercially reasonable efforts to
2 of data. resolve such support incidents or provide a
High circumvention procedure within ten (10) business
days. For non-hosted customers,Tyler's
responsibility for loss or corrupted data is limited to
assisting the Client in restoring its last available
database.
Priority Level 1 incident with an Tyler shall provide an initial response to Priority Level
existing circumvention procedure, or 3 incidents within one (1) business day of receipt of
a Priority Level 2 incident that affects the incident. Once the incident has been confirmed,
only one user or for which there is an Tyler shall use commercially reasonable efforts to
3 existing circumvention procedure. resolve such support incidents without the need for a
Medium circumvention procedure with the next published
maintenance update or service pack,which shall
occur at least quarterly. For non-hosted customers,
Tyler's responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
Support incident that causes failure of Tyler shall provide an initial response to Priority Level
4 non-essential functionality or a 4 incidents within two(2) business days of receipt of
cosmetic or other issue that does not the incident. Once the incident has been confirmed,
Non-critical qualify as any other Priority Level. Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues,with a future version release.
'Response and Resolution Targets may differ by product or business need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation,you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource will meet with you and any Tyler staff to establish a
mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client's database, processes or setup to diagnose
a problem or to assist with a question.Tyler will, at its discretion, use an industry-standard remote
support tool.Tyler's support team must have the ability to quickly connect to the Client's system and
view the site's setup, diagnose problems, or assist with screen navigation. More information about the
remote support tool Tyler uses is available upon request.
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Exhibit D
tyler
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Exhibit D
Third Party Terms
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tyler
Exhibit D
Schedule 1
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Exhibit D
Schedule 1
Hyperlinked Terms
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License
Agreement terms for ThinPrint Engine,ThinPrint License Server, and Connected Gateway found
here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form,or
accessing, installing, or using Tyler Forms software or forms,you agree that you have read, understood,
and agree to such terms.
Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided
by a Third Party Developer,Twilio. Your rights, and the rights of any of your end users,to use said
functionality are subject to the terms of the Twilio Acceptable Use Policy, available
at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing,
installing, or using any such Tyler solution,you certify that you have reviewed, understand and agree to
said terms.Tyler hereby disclaims any and all liability related to your or your end user's failure to abide
by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest
solely with the person or entity whose conduct violated said terms.
• Electronic Warrants
• Online Dispute Resolution
• Enterprise Justice Notifications Add On (text notifications)
• Absence &Substitute
• Notify
• Enterprise Jury Manager
• Enterprise Supervision
• Virtual Court
tyler
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Exhibit D
Schedule 2
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Exhibit D
Schedule 2
DocOrigin Terms
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Exhibit D
Schedule 2
ATTENTION. THE SOFTWARE PROVIDED UNDER THIS AGREEMENT 13 BE NG LICENSED TO YOU BY
ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation) AND IS NOT BEING SOLD. THIS SOFTWARE IS
PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE
SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES,
CONDITIONS, REMEDIES,AND LIABILITIES.
DocOriflin
SOFTWARE LICENSE
IMPORTANT-READ CAREFULLY: This End-User License Agreement ('AgreeTnenV or 'EULA) is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to In this EULA as
"You")and Eclipse Corporation WSL, Inc- referred to in this EULA as Eclipse Corporation,for the DocOrig.in software
product that accompanies this EULA,including any associated media,printed materials and electronic documentation
(the"Software')-The Software also encompasses any software updates, add-on components,web services and;or
supplements that may be provided to you or made available to you after the date you obtain the initial copy of the
Software to the extent that such-items are not accompanied by a separate license agreement or terms of use. If you
receive the Software under separate terms from your distributor, those terms will take precedence over any
conflicring terms of this EULA_
By installing, copying, down loading,accessing or otherwise using the Software,you agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software-,Instead, you
should remove the Software from at]systems and receive a full refund_
IFYOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1),
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (11) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUN DER_
11- LICENSE TERMS
1-1 In this Agreement a'License Key'means any lioense key,activation code, or similar installation, access or
usage control codes, including serial numbers digitally created and or provided by Eclipse
Corporation designed to provide unlocked access to the Software and its functionality.
12 Evaluation License- Subject to all of the terms and conditions of this Agreement, Eclipse Corporation
grants You a limited, royatty-free, non-exclusive, non-transferable license to download and Install a c*py of
the Software from www.docorigin.com on a single machine and use it on a royalty-free basis for no more
than 120 days from the date of installation (the'Evaluation Period'). You may use the Software during the
Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end an
expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no
obligation to renew or extend the Evaluation Period- If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1-3 below l on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period,then You agree to comply with the termination
obligations set out in section[7:3]of this Agreement- For greater certainly,any document generated by you
under an evaluation license will have a "spoiler or watermark on the output document- Documents
generated by DocOrigin software that has a valid license key file also 'installed will not have the 'spodee
produced. You are not permitted to remove the watermark or"spoiler from documents generated using the
snare under an evaluation license.
1-3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions
of this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse
Corporation due to your breach of the terms of this Agreement), non-exclusive, non-transferable,worldwide
�Q
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2
Exhibit D
Schedule 2
non-sub license able license to download and install a copy of the Software from www.docorigin.com on a
single machine and use for development and testing to create collateral deployable to Your production
system(s.'f. You are not entitled to use a development and testing license for live production purposes-
1.4 Production Licenses- Production licenses are available for purchase through authorized distributors and
resellers of Eclipse Corporation only- :Subject to all of the terms and conditions of this Agreement, Eclipse
Corporation gran's You, a perpetual(subject to termination by Eclipse Corporation due to your breach of the
terms of this Agreement),non-exclusive,non-transferable,worldwide non-sub license able license to use the
Software in accordance with the license type purchased by you as set out on your purchase order as further
described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an
apprcv.,ed distributor of the Software, and approved by Eclipse Corporation, the default license to the
Software is a per-CPU license as described in A-belch
A. PerCPU_The total number of CPUs on a computer used to operate the Software may not exceed
the licensed, quantity of CPUs. For purposes of this license metric: (a} CPUs may contain more
than one processing core, each group of two (2) processing cores,is consider one (1) CPU-, and
any remaining unpaired processing core, will be deemed a CPU- (h) all CPUs on a computer on
which the Software is installed shall.be deemed to operate the Software unless You configure that
computer(using a reliable and verifiable means,of hardware or software partitioning)such that the
total number of CPUs, that actually operate the Software is less than the total number on that
computer- Virtual Machines ('Ws") are considered as a server. Installing and configuring the
software on multiple Ms naquires one license per VM server. An enterprise license is available
upon request.Pricing varies based on the size of the company.
B. Per-Document This is defined as a fee per da-aurnerit based on the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. .A document may contain 1 or more
page5. For iinstance, a batch of invo[ces for 25D customers may contain 1,M.O pages, this will be
counted as 250 documents which should correspond to 250 invotices-
C_ Per-Surface-This is defined)as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages,, the pages may be printed one side (one
surface) or cluplexed (2 surfaces). The documents may be rendered to a computer file ()-e. PDF),
each page placed in the file is considered a surface-A document may contain 1 or more surfaces.
For instance, a batch of invoices for 25D customers,may contain 500 pages duplexed, this will be
counted as 1 ODD surfaces.
1.5 Disaster Recovery License- You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes,only and under no circumstance may the disaster recovery
license be used for production simultaneously with a production license with which it is paired-
1-9 Backup Copies- After installation of the So%vare pursuant to this EULA, you may store a copy of the
installation files for the Software solely for backup or archival purposes- Except as expressly provided in this
EULA, you may not otherwise make copies of the. Software or the printed materials accompanying the
Software-
1-7 Third-Party Software License Rights. If a separate license agreement pertaining to an item of third-party
software is: deHpeered to You with the Software, included in the Software download package, or referenced in
any material that is provided with the Software,then such separate license agreement shall govern Your use
of that item or version of Third-Party Software. Your rights in respect to any third-party software, third-party
data, third-party software or other third-party content provided with the Software shall be limited' to those
rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third-party software are granted to You_
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3
Exhibit D
Schedule 2
2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks,copyright notices. restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You- You may
not remove or alter any copyright, trademark and(or proprietary notbees marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies.of the Software and related
documentation. You shall not sublicense,distribute or otherwise make the Software available to any third party
(including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining the written
agreement of(a) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement- You
further agree not to(() rent,lease,sell, sublicense, assign,or otherwise transfer the Software to anyone else; (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software, or(iii) use the Software to operate or as a part of a time-sharing service,
ouisourcing service, service bureau, application service provider or managed service provider offering- You
further agree not to reverse engineer,decompile,or disassemble the Software.
,3. UPDATES,MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key,You Vill be entitled to download the latest version of the Software
mom the DocOrigin website www-docodgin.com. Use of any updates provided to 'You shall be governed by the
terms and conditions of this Agreement. Eclipse Corporaiion reserve-,the right at any time to not release or to
discontinue release of any Software and to alter prices,features, specifications,capabilities,functions, licensing
terms,release dates,general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract you will have the right to continue using the current
version(s)of the Software which you downloaded prior to the date of expiry of your License Key. However,you
will need to renew maintenance and support in order to receive a new Lioense Key that will unlock the more
current versions) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a looked, evaluation copy of that
version of the Software.
4- INTELLECTUAL PROPERTY RIGHTS,.
This EULA does not grant you any rights in connection with any trademar-ks or service marks of Eclipse
Corpora-bon or DocOrigin- All title and intellectual property rights in and to the Software, the accompanying
printed materials, and any copies of the Software are owned by Eclipse Corporation or its suppliers. All tide and
intellectual prop" rights in and to the content that is not contained in the Software, but may be accessed
through use of the Software,is the property of the respective content owners and may be protected by applicable
copyright or other intellectual property laws and treaties.This EULA grants you no rights to use such content. If
this Software contains documentation that is provided only In electronic form, you may print one copy of such
electronic documentation.
5. DISCLAIMER OF WARRANTIES_
TOTHE GREATEST EXTENT PERMITTED By LAW, THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN 'AS IS'BASIS
AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED,
WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF
TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED
UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION
ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR. PURPOSE
AND NON-INFRINGEMENT_ ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS,THAT THE SOFTWARE
WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions,some or all of the provisions in this Section may not be effecti-ve or the applicable law may
mandate a more extensive warranty in which case the applicable law vAll prevail over this Agreement.
0
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4
Exhibit D
Schedule 2
Pi. INDEMNIFICATION&LIMITATIONS OF LIABILITY.
&1 Eclipse Corporation shall defend andlor settle at its expense, any claims, actions, allegations or proceedings
against-You to the extent arising out of or relating to misappropriation or infnngemem,by the Software of any third
party's proprietary or intellectual property Tight('Claiims'j, and Eclipse Corporation,shall pay all damagesfinal-ty
awarded by a court of competent jurisdiction to such third party against You,or any settlement amounts agreed
by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any You
Cla[Tns. permit Eclipse Corporation to control the deffemse and se-Nernent of such Claims and assist Eclipse
Corporation, at Eclipse Corporation's expense, in defending or settling such Claims- Eclipse Corporation shall
not be liable for any settlement amounts entered into by You without Eclipse Corporation's prior written approval.
If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages
based on the Software,then Eclipse Corporation may(and if Eclipse Corporation or any of its customers or thirdii
party software suppliers is subject to an injunction or continuing damages based on the Software), then
notwithstanding any other provision in this Agreement. Eclipse Corporation shall be entitled to either modify the
Software to make it non4nfTinging andlor remove the misappropriated material, replace the Software or portion
therearl'with a service or materials that provide substantially the same functionality or information,or, if neither of
the foregoing,is commercially practicable,, require You to cease using the Software and refund to You (a)a pro
rats portion of any one{1)time fees (based an a three(3)year,straigh Wine depreciation schedule from the date
of payment), and (b)any fees that have been pre-paid by You but are unused.The foregoing notwithstanding,
Eclipse Corporation shall have no liability for a clainnof infringement or misappropiriation to the extent caused by
(i)the combination of the Software with,any other service, software,data or products not provided or approved
by Eclipse Corporation:or(ii]I the use of any material provided by You or any end users, (iii)any breach by You
of this,Agreement THE FOREGOING IS ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY,AND
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY
TFIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
TO THE GREATEST E.KTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE
CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVFR,
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS
OF REVENUE,LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, —COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF ECLIPSE
CORPORATION HAS BEEN ADVISED OF THE POSS1041LITY OF SUCH LOSS OR DAMAGES, OR SUCH
LOSSES OR DAMAGES ARE FORESEEABLE.
43.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT
TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED
BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY
CAUSE AND, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE
AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE To
THE CLAIM.
13.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITI-JER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD
GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on.download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
7.2 Eclipse Corporation may terminate this Agreement in the event of any breach by You If such breach has not
been cured:within thirty(30)days of notice to You. No termination of this Agreement will entitle You to a refund
of any amounts paid by You to Eclipse Corporation or its applicable distributor or reseller or affect any obligations
You may have to pay any outstanding amounts owing to EcAipse Corporation or its distributor_
Vel tyer" '
S
Exhibit D
Schedule 2
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement
Within thirty (30)days of termination or expiration of this Agreement, You shall purge all Software and all copies
thereof from all computer systerns and storage devices on which it was stared, and certify such to Eclipse
Corporation
B. GENERAL PROVISIONS
6.1 No Waiver- No delay or failure in exercising arty right under this Agreement,.or any partial or single exercise of
any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or implied tear. set out in this Agreement constitutes consent to any subsequent breach,whether
of the same or any other provision-
8.2 Severabillity. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect
8.3 Assignment You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or
otherwisel without Eclipse Corporation's prior written consent Eclipse Corporation may assign this Agreement
at any time without notice.This Agreement is binding upon and will inure to the benefit of both parties, and their
respective successors and permitted assigns.
8.4 Governing Law and Venue if You are located in the USA. This Agreement shall be governed by the laws of
the State of Texas if You are located in the USA- No choice of laws rules of any jurisdiction shall apply to this
Agreement You consent and agree that the courts of the Mate of Texas shall have jurisdiction over any legal
action or proceeding brought by You arising out of or relating to this Agreement, and 'You consent to the
jurisdiction of such courts for any such action or proceeding,
B.5 Governing Law and Venue if You are not located in the USA. This Agreement shall Ibe governed by the laws
of the Province of Ontario in Canada if You are not located in the USA - No choice of laws rules of any
jurisdiction shall apply to this Agreement- You consent and agree that the courts of the Province- of Ontario in
Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this
Agreement,and You,consent to the jurisdiction of such courts for any such action or proceeding.
8-6 Entire Agreement. This Agreement is the entire understanding and agreement between You and Eclipse
Corporation with respect to the subject matter hereof, and,it.supersedes all prior negotiations, commitments and
understandings, verbal or written, and purchase order issued by You. This Agreement may, ibe amended or
otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will
be available on the Eclipse Corporation website www.clocorigin.com-
La-st Updlated:July 22,2017
A
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V. ty'le'r,
6
DETERMINATION OF VENDOR AS A SOLE SOURCE
TO: Melissa Rodrigues, Town Manager Date: 6/23/23
I have investigated alternative sources for obtaining the goods/services) specifically described as:
Munis/ Enterprise ERP.
I have determined that no practicable alternative vendor exists for the above described
goods/services after making the following investigation:
The Munis/ Enterprise ERP is a proprietary product of Tyler Technologies.
Therefore, I am requesting that a contract/purchase order in the amount of$152,277.00 be
awarded to Tyler Technologies , for the goods/services)
described above.
John Hyland
Division Director/Department Head
Approved:
Melissa Rodrigues, Town Manager