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HomeMy WebLinkAboutLICENSE AND SERVICES AGREEMENT BETWEEN AUGUSTA, GA AND TYLER TECHNOLOGIES • ••'' • .••• tyler . • technologies LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc.and Client. WHEREAS,Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Statement of Work and Tyler desires to perform such actions 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 License and Services Agreement. • "Client" means Augusta,Georgia located at 535 Telfair St.,Augusta,GA 30901. • "Client Responsibilities"means the responsibilities of the Client as described in Exhibit D. • Client Data" means Client data and information, whether structured or unstructured, posted, transferred, transmitted or otherwise provided or made available to us by or on behalf of Client in connection with this Agreement. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our User Guides,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 User Guides. • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "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, extreme inflation (eight percent or greater), 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 software, products, and services attached as Exhibit A. • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "Tyler Software" means our proprietary software and related interfaces identified in the Investment Summary and licensed to you, on an unlimited user-count basis, through this Agreement. ••:;:•. tyler •1 • "Maintenance and Support Agreement"means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit E. • "Statement of Work" means the description of services to be supplied by us through this Agreement,attached as Exhibit C. • "Support Call Process" means the support call process applicable to all of our customers. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit E. • "Third Party End User License Agreement(s)" means the end user license agreement(s), if any, for the Third Party Software attached as Exhibit F. • "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 Software" means the third party software, if any, identified in the Investment Summary. • `Tyler" means Tyler Technologies, Inc.,a Delaware corporation. • "User Guides" means the user guides for the Tyler Software. • "we","us","our"and similar terms mean Tyler. • "you"and similar terms mean Client. SECTION B—SOFTWARE LICENSE 1. License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The User Guides are licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile,or disassemble the Tyler Software;(c)rent,lease, lend,or provide commercial hosting services with the Tyler Software;or (d) publish or otherwise disclose the Tyler Software or User Guides to third parties. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance associated with such transfer. 1.6 Your license to the Tyler Software is limited to using it for your internal business purposes 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and User Guides are protected by copyright and other intellectual property laws and treaties. We own the ••:;:•, tyler 2 title, copyright, and other intellectual property rights in the Tyler Software and the User Guides. The Tyler Software is licensed,not sold. 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Escrow. We maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee directly to the escrow agent. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement. 4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s)as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. SECTION C—PROFESSIONAL SERVICES 1. Services. We will provide you the various implementation-related services described in the Statement of Work. You will receive those services according to our industry standard implementation plan, which outlines roles and responsibilities in calendar and project documentation. We will finalize that documentation with you upon execution of this Agreement. 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. 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 outlining the costs for the additional work. The price quotes in the addendum will be valid for thirty (30) days from date of issuance. 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. Site Access and Requirements. 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. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and Third Party Products, including, without limitation, sufficient electrical circuits, ••: •. tyler 3 cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and Third Party Products. 7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative 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 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). 8. Temporary Suspension. To the extent the scope of work is not altered,you may unilaterally order a temporary suspension stopping the services described in the Statement of Work or a delay of the services to be performed by us under the Statement of Work, by giving thirty(30) days prior written notice to us. We will resume our performance of the services under the same terms and conditions as stated in this Agreement upon written notice, on a mutually agreed upon timetable, which in all events must be commercially reasonable. We will provide you with an addendum outlining any additional costs or expenses actually incurred by us as a result of recommencing the services No suspension of this Agreement is permitted in the aggregate to exceed a period of forty-five (45)days within any one year of this Agreement. If the total number of days of suspension exceeds forty-five (45)days,we may, by written notice delivered to you,treat the suspension as an early termination of this Agreement. In the event of termination under this provision, 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. You will not be entitled to a refund or offset of previously paid license and other fees. SECTION D—MAINTENANCE AND SUPPORT We will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. You agree to pay us the annual maintenance and support fees in accordance with our Invoicing and Payment Policy. SECTION E—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. Upon payment in full of the Third Party Software license fees,you will receive a non-transferable license to use the Third Party Software and related documentation for internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party End User License Agreement(s). 2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary. 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software,you will be required to pay such additional future fee. 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any ••:;:•. tyler 4 required or requested technical assistance associated with such transfer. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software. 3.2 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. Maintenance. If you have a Maintenance and Support Agreement in effect,you may report defects and other issues related to the Third Party Software directly to us,and we will(a)directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with Tyler,you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F—INVOICING AND PAYMENT;INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you, and you shall pay,the fees for the license(s), products, and services in the Investment Summary per our Invoicing and Payment Policy,subject to Section F(2). The terms of this Agreement supersede any and all provisions of the Georgia Prompt Payment Act. 2. Invoice Disputes. If you believe any delivered product 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 sufficient 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 services, including maintenance and support services, if you fail to pay an invoice not disputed as described above as described above within fifteen (15)days of notice of our intent to do so. SECTION G—TERM;TERMINATION 1. Term. The initial term of this Agreement is five (5) years from the Effective Date unless earlier terminated as set forth herein. Thereafter, the Agreement will renew automatically on the annual anniversary of the Effective Date for additional one(1)year terms unless terminated in writing by you at least thirty (30) days prior to the end of the then-current term, or unless terminated by you in accordance with Sections G(2) - G(6) below. As set forth in Section B, upon payment in full of the license fees, we grant you a perpetual license to use the Tyler Software for your internal business purposes and such license does not expire with expiration or non-renewal of the term provided you comply with the license terms and restrictions in Section B. 2. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section 1(3). You may terminate this Agreement for cause in the event •. •• tyler •5 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 1(3). In the event of termination for cause,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. 3. Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to purchase, lease, operate, or maintain the products or services set forth in this Agreement, you may unilaterally terminate this Agreement effective on the final day of the fiscal year through which you have funding. In the event of termination due to a lack of appropriations, 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. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. 4. Termination for Convenience: Upon no less than thirty(30) days' advance written notice to us,you may,without cause and without prejudice to any other right or remedy of ours,elect to terminate the Agreement. In such case,we shall be paid (without duplication of any items)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.Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2)at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. 5. Force Majeure. Except for your payment obligations,either you or we may terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of forty-five(45)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. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. 6. O.C.G.A. §36-60-13. You may terminate this Agreement in accordance with O.C.G.A. §36-60-13 et seq. Unless you take affirmative action to terminate this Agreement in accordance with O.C.G.A.§36- 60-13, this Agreement will continue for the duration of the initial five (5) year term and will automatically renew thereafter in accordance with Section G(1) of this Agreement. 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. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. SECTION H—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 User Guides infringe �•:;:•. tyler 6 that third party's patent,copyright,or trademark,or misappropriate 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 H(1) will not apply to the extent the claim or adverse final judgment is based on your:(a)use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you;(b)combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you;(d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties;or(e)willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 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 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;(c) replace it with a functional equivalent; or(d)terminate your license and refund the license fees paid for the infringing Tyler Software,as depreciated on a straight-line basis measured over seven (7)years from the Effective Date. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. Property Damage and Personal Injury 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 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. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our 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 your negligence or willful misconduct; or(b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. ••:;:•. tyler 7 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. 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)PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN-CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1)AND H(2). 5. 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. No Liquidated Damages. Due to the special nature of this licensing agreement and other remedies provided in this Agreement,the parties agree that liquidated damages are not applicable. 7. Insurance Requirements.We shall,at all times that this Agreement is in effect,cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify you against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of ours in performance of the work during the term of this Agreement. We shall provide, at all times that this agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia. We shall provide, at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workmen's Compensation Insurance—in accordance with the laws of the State of Georgia. B. Commercial General Liability Insurance — in an amount of not less than One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance—in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000) Dollars. D. Professional Liability Insurance — in an amount of not less than Five Million ($5,000,000) Dollars. You will be named as an additional insured with respect to our liabilities hereunder in insurance coverage's identified in items (B)and (C). The policies shall be written by a responsible company(s),with a current AM Best rating of at least A- (IV. We shall provide you thirty-(30) days' written notice prior to any cancelation or termination of coverage. Our Commercial General Liability and Auto policies shall name you as an additional,and a copy -.:;:•. tyler •8 of a certificate of insurance shall be filed with the Director within 5 days after the execution of this Agreement. SECTION I—GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at our then- current list price 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, either of us may assert our respective rights and remedies in a court of competent jurisdiction. All claims,disputes and other matters in question between the parties which are not resolved pursuant to this Section 1(3)arising out of or relating to the Agreement,or the breach thereof,shall be decided in the Superior Court of Richmond County,Georgia or the federal courts for the Southern District of Georgia. By executing this Agreement,we specifically consent to jurisdiction and venue in Richmond County and waive any right to contest the jurisdiction and venue in the Superior Court of Richmond County,Georgia or the federal courts for the Southern District of Georgia. 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 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. 6. E-Verifv. 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. 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 End User License Agreement(s). 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. 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 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. 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 ••:;:•. tyler 10 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 disclosure request under the Georgia Open Records Act 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 perform the functions required by applicable law. 18. 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. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, USA. 20. 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. 21. 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. 22. Non-Solicitation. During the Period of Agreement and for a period of six (6) months following the project completion date,the Client will not solicit for employment or hire any Tyler employee without the express written consent of Tyler. 23. Prohibition on Contingent Fees. We are prohibited from directly or indirectly advocating in exchange for compensation that is contingent in any way upon the approval of this contract or the passage, modification, or defeat of any legislative action on the part of the Augusta,Georgia Commission. We shall not hire anyone to actively advocate in exchange for compensation that is contingent in any way upon the passage, modification,or defeat of any contract or any legislation that is to go before the Augusta, Georgia Commission. 24. Client Data.Client will retain ownership of all Client Data.Tyler will not reproduce,copy,duplicate, disclose,or in any way treat Client Data in any manner except that contemplated by this Agreement. We shall certify, in writing,that all Client Data has either been returned to Client or destroyed upon termination of this Agreement. 25. Performance Bond. We will secure a performance bond ("Bond")within at least ten (10) Business Days prior to the anticipated Project Initiation Date in the face amount of$2,843,190.The Bond will •. •. tyler 11 have a cost to you of$33,450 based on the total bond amount of services to be provided under this Agreement for an initial term of twenty-four(24) months. In the event that you desire to renew or extend the term of the performance bond,you shall be responsible for any additional bond premiums and any renewal thereof shall be subject to underwriting or surety approval. 26. Contract Documents. This Agreement includes the following exhibits which are hereby included in the following order behind the Agreement: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Exhibit C Statement of Work Exhibit D Client Responsibilities Exhibit E Maintenance and Support Agreement Schedule 1:Support Call Process Exhibit F Third Party End User License Agreement(s) Exhibit G Performance Bond Exhibit H Augusta, GA Vendor Access Agreement 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. Augusta, Georgia Appraisal&Tax Division By: eugf By; Name: Gus Tenhundfeld 4ektName: Hardie Davis,Jr. 'OP? Title: Inside Sales Manager Title: Mayor Date: 6/14/2017 Dat( r Attelst: ' �Ly`/W.. � Name: LenA`7rt;e1grltofor rikifis'.'on Date: if4r C6 A ' 00 11446 °6OO•*A . ier CEORGGtt 07 � z ••:,:•. tyler 12 Address for Notices: Address for Notices: Tyler Technologies, Inc. August, GA Information Technology One Tyler Way 535 Telfair Street, Building 2000 Moraine,OH 45439 Augusta,GA 30901 Attention: Director of Implementations Attention: IT Director AND Augusta,GA Law Department 535 Telfair Street, Building 3000 Augusta,GA 30901 Attention:General Counsel .•:;:•. tyler 13 ExhibtiA • •••'•• tyler •• . • technologies Investment Summary The following Investment Summary details the software, products, and services to be delivered by Tyler Technologies, Inc.to the Client under your License and Services 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 your License and Services Agreement. Software License: iasWorld CAMAT"and iasWorld Tax'" $659,680 iasWorld Inquiry&Appeals'' $64,380 iasWorld Personal Property' $80,520 iasWorld Delinquent Tax" $64,380 iasWorld Field Mobile'' $33,780 iasWorld Public Accessi' $33,780 iasWorld®SmartFile $33,840 iasWorld®Financial Accounting $64,380 Existing Tyler Client Discount ($103,475) Net Software License $931,265 Implementation Services Project Management $456,000 Hardware/Software Installation $26,125 Fit Analysis/Requirements Analysis $97,165 iasWorld Table Setup $176,510 iasWorld Configuration $81,970 Customizations(up to1,200 hours) $179,000 Conversion $422,710 Additional Software Components SmartFile $78,065 Field Mobile $32,260 Public Access $30,410 Documentation&Training Documentation&Training Preparation $30,780 Onsite User Training(16 weeks) $80,000 Close-Out,Transition To Support, Post Implementation Support System Test,Close Out&Transition $40,930 Onsite Post Implementation Support(16 weeks) $80,000 Additional Services—billed only as used—up to 715 hours $100,000 Net Professional Services Fees $1,911,925 Total One-Time Software and Services Costs $2,843,190 Performance Bond Cost: $33,450 All amounts in this Agreement are expressed in United States Dollars (US$). ®. tyler 1 Exhibit A Year 1 Maintenance and Support Fees: • Tax Software ($93,650.00)—includes iasWorld Tax; Delinquent Tax; Financial Accounting • Assessor Software($113,295.00)—Includes iasWorld CAMA; Personal Property;Field Mobile; Public Access;SmartFile. ••::k tyler 2 Exhibit B • • • • • •••. tyler . • technologies Invoicing and Payment Policy Tyler Technologies, Inc. will provide you with the software, products, and services set forth in the Investment Summary of your License and Services Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your License and Services Agreement. Invoicing: We will invoice you for the applicable license fees, products, and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in your License and Services Agreement. 1. Tyler Software. 1.1 License Fees: License fees are due and invoiced on the Project Initiation Date. 1.2 Maintenance and Support Fees: Maintenance and support fees are invoiced annually in advance. The first year maintenance and support fees for the "Tax Software" shall be invoiced on the date which is fifteen months following the Project Initiation Date for the Tax Software, in the amount of$93,650.00. The first year maintenance and support fees for the"Assessor Software"shall be invoiced on the date which is fifteen months following the Project Initiation Date for the Assessor Software in the amount of$113,295.00. The Project Initiation Date for either the Tax Software project or the Assessor Software project shall not exceed 24 months from the Effective Date unless the Project Initiation Date for the relevant software solution is delayed solely on account of Tyler's fault or as otherwise mutually agreed by the parties. The"Project Initiation Date" is the date on which a kickoff meeting is held,a project calendar is established, and Tyler personnel begin work. The date on which maintenance and support fees commence for each of the Tax Software and Assessor Software projects shall be known as the"Maintenance Renewal Date". Subsequent maintenance and support fees for each of the Tax Software and the Assessor Software are invoiced annually in advance, at our then- current rate, on each anniversary of the applicable Maintenance Renewal Date. The parties may agree at their discretion to pro-rate maintenance and support invoices so that Tyler invoices Client with one maintenance and support invoice annually for both the Tax Software and the Assessor Software. ••::•. tyler 1 Exhibit B 2. Professional Services. 2.1 Project Management Services: Project Management services are invoiced in equal monthly installments upon the Project Initiation Date for a term of 24 months. 2.2 Implementation and Other Professional Services (excluding training): Implementation and other professional services(excluding training) are invoiced as performed. 2.3 Training Services:Training services are invoiced in weekly increments as performed. 3. Third Party Products. 3.1 Third Party Software License Fees:License fees for Third Party Software are invoiced when we make it available to you for downloading. The Third Party Software are included in Exhibit F —Third Party End User License Agreements. 3.2 Third Party Software Maintenance:The first year maintenance for the Third Party Software is included in the cost of the Third Party Software License Fees. Future year's Third Party Software Maintenance fees will be invoiced annually in advance on each anniversary of the date on which we make the Third Party Software available to you for downloading. 3.3 Third Party Hardware:Third Party Hardware costs are invoiced upon delivery. 4. Performance Bond. We will invoice you the fees for the performance bond,set forth in the Investment Summary, upon our procurement of said performance bond. 5. Expenses. The service rates in the Investment Summary include travel expenses. Payment. Payment for undisputed invoices is due within thirty(30)days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Wells Fargo Bank, N.A. San Francisco,CA 94104 ABA: 121000248 Acct Name: Tyler Technologies, Inc.Operating Account Acct No: 4124302472 ••:;:: tyler 2 Exhibit C • •••••• t ler y • technologies Statement of Work The following Statement of Work details the services to be delivered by Tyler Technologies, Inc. to the Client under your License and Services Agreement. This Statement of Work is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your License and Services Agreement. iasWorld Software Implementation Project Vision This project covers integration, configuration, and testing of the iasWorld CAMA/Tax Standard solution including: CAMA, Assessment Administration (AA), Tax Billing & Collection (TB&C), Delinquent Tax (DT), Inquiry&Appeals Tracking, Personal Property, Financial Accounting,SmartFile and Public Access modules. It also covers the aspects of implementation and set-up, conversion, possible modifications,training,and transition to production for these modules. Scope Tyler will perform a Gap/Fit Analysis of current business processes, technical environments and current interfaces,and will document any site specific setup and configurations needed to iasWorld. Tyler will install the iasWorld software modules on Client hardware. Tyler will also apply set-ups and modifications to the installed modules, update system documentation for modifications and deliver documentation and training to Client.This will be accomplished in several phases. The following are some specific tasks and deliverables during each phase. Phase 1: Project Start-up Project Start-up Tyler will execute project start-up tasks including internal project planning, project staffing and assignment of key staff, procurement of resources needed to internally support the execution of project tasks, initiation of subcontractor planning and coordination tasks, schedule the assignment of the project team,etc. Project Scope Tyler and Client will review and agree upon the initial scope for the project. The scope statement above can be used and adjusted for this phase. The Scope will be refined after the Gap/Fit Analysis. Deliverable: Project Scope Document(as agreed between Company and Client) Project Work Plan Shortly after the Project Kick Off Meeting, Tyler shall meet with Client to review and approve the detailed planning calendar, or Project Work Plan, with county staff. The Project Work Plan will expand upon the tasks identified in this Scope of Work, indicating responsible parties, estimated ••:;:•. tyler Exhibit C effort,projected time frames and task dependencies. This Work Plan will be revised during the initial phases of the project as the additional information becomes available, further clarifying the effort associated with various project tasks. Tyler will provide to Client with a monthly status report, for review and discussion. Tyler will monitor the project plan and should any changes to the critical path items of the Project Plan occur,Tyler will review and discuss the impact of these changes with Client. A general training plan will be developed in conjunction with the Phase 1 work plan, subject to refinement during the implementation and county approval. The training in this plan will be delivered during the training phase. Deliverable: Project Work Plan and Training Plan(as agreed between Company and Client) Phase 2: Requirements Analysis: Gap/Fit Analysis Tyler and Client staff will meet over the course of several Gap/fit work sessions involving Tyler project team, Client managers, power users and end users. During the initial sessions Tyler will review how Client currently does business. This helps Tyler to understand the business process of Client and surface specific configuration issues and potential modifications that may be needed /desired. In conjunction with these sessions Tyler will conduct system walk-throughs of iasWorld. These will help Client to envision how their current business operations will be addressed within iasWorld.Tyler will discuss the issues with converting the existing, limited data into iasWorld tables and the treatment of the various functions within iasWorld. The walk-through further facilitates discussion of configuration options for addressing the requirements and the potential changes to Client procedures and/or modifications to iasWorld that may be needed to address Client's required business processes. During the Gap/Fit Analysis the proposed interfaces to the iasWorld system will be reviewed and evaluated. Any change requested by Client that is a customization to iasWorld must be communicated to Client's Project Manager. Deliverable:Gap/Fit Analysis Review Document Refined Project Scope Tyler and Client will refine the project scope based on the Gap/Fit Analysis. This will set the scope of the rest of the project. The Refined Project Scope Document will receive Client's approval before the Plan is delivered. Any scope changes made after the Refined Project Scope Document has been delivered will need to be in writing to Tyler and are subject to additional fees and shall be handled through the change order process. Deliverable:Refined Project Scope Document System Implementation and Set-up Definition Client and Tyler will define and document the iasWorld set-up and configuration necessary to meet Client's requirements as part of the Gap/Fit Analysis. Phase 3: Installation: Hardware Validation and Final System Architecture Tyler will work with Client to validate the hardware and any 3rd party dependent software required ••:;:•, tyler 2 Exhibit C for the installation and where necessary make any recommendation for configuration changes. It will be the responsibility of Client to pay for hardware and any 3rd party dependent software required for the installation. Install iasWorld—Client Servers After Client has purchased and installed the web and database servers in Client facilities,then Tyler will install its current release of iasWorld system. Client will be responsible for providing all computer hardware and security in place in Client facilities infrastructure during the duration of the project. Client hardware includes servers,operating systems, network, and work stations(PCs). The installed iasWorld system and the hardware required for completing the implementation project, including test and production environments,will be made available to Client staff and to Tyler both on-site and remote access. Tyler staff will follow Client's standard protocol while accessing the system on-site and remotely. Deliverable: ORACLE/IASWORLD Installation Client Hardware Validation and Final System Architecture The Tyler technical staff will work with Client to validate that the required hardware and any 3rd party dependent software has been installed and to make any recommendation for configuration changes during the initial installation of iasWorld and through the life of the project as necessary. It will be the responsibility of Client to pay for any hardware changes and any 3rd party dependent software that maybe necessary through the life of the project. Phase 4: iasWorld Development—Modifications, Interfaces, and Custom Reports Tyler and Client will work to identify iasWorld modifications, including customization of reports, modifications to existing transactions, and interfaces to other systems, as a result of preliminary requirements analysis. Gap/Fit Analysis. Deliverable:Detailed Modification Specifications Sign-Off on Modification Specification Client will review and upon approval,sign-off on the detailed specifications developed by Tyler within thirty(30)days of delivery(by module or sub-module). The approved specifications will be the basis for Tyler's modification effort. Programming Modifications/ Unit Test Tyler shall make necessary modifications to the iasWorld modules in accordance with approved modification specifications and the number of hours as defined in above. After completing programming (initial code) Tyler will conduct unit testing for each approved modification, interface, and custom report developed prior to deliver to Client. Unit testing will ensure that the developed coding meets the functionality of the requirements as approved with the Detailed Modification Specifications. With unit testing Tyler staff will try to eliminate system bugs prior to delivery to Client for installation and acceptance testing. Installation and Acceptance Testing—Test Environment After completing unit testing has been complete Tyler will deliver each approved modification, interface, and custom report developed to Client for installation and testing in the Tyler staging or •.;:: tyler 3 Exhibit C Client's test environment. Tyler and Client staff will perform system tests on each delivered product. During this system testing any deficiencies found that does not meet Client requirements will be corrected and retested prior to moving into Client's iasWorld production environment. Client Acceptance After acceptance testing has been completed and Client has acknowledge acceptance for each delivered modification, interface, and custom report Tyler will install each in Client's iasWorld production environment. Deliverable: Client Acceptance—ready for installation in production environment Phase 5: iasWorld System Setup and Configuration Implementation (System Setup) During the iasWorld implementation the project will progress through several tasks as outlined in the following paragraphs. Web Services Framework The iasWorld system framework used by all of the iasWorld applications included in this Contract, encompassing: • Users (who is known to the system) • Roles(specifying functional access to groups of users) • Security profiles(allowing to control access to data elements) • Interface defaults • Content for default portal environment styles and templates (logos,colors,fonts, language) • Interoperability plans (external system connections, external data sources, external security policies) • Property Records Management (PRM) used by internal users for searching, list management and pre-defined reporting. PRM is the enterprise level access environment that has the ability to search for records by a variety of methods including advanced searches. It includes the ability to tie records stored in the iasWorld database with other Client applications including photos, documents,GIS,and oblique imagery(currently integrated with Pictometry). Setup and configuration of all iasWorld applications will take place at Client's data center. A typical listing of project steps for setting up the system framework, which will further be defined and time lined once the project is underway,are: • Client reviews and completes a Framework Setup Document. A sample of this document is included at the back of this section. • Client returns Framework Setup Document to Company. • Client provides the necessary data subset(i.e.CAMA,GIS,photos)to Company.The preferred method for GIS integration is for Client to expose a tax map web-service on the ArcGIS server 10.(+),and provide an ADF connector on the iasWorld presentation-tier server. • Company loads the data and configures the Test server according to specifications outlined by Client in the returned Setup Document. Tyler will not share Client's data with others, or utilize it for any purpose other than that required for the execution of this contract. • Company provides Product Orientation via Client reviews the Test server and enters technical ••;•. tyler 4 Exhibit C issues with the site via Client Issue Tracker Database. • Company applies fixes to the Test server based on Client feedback. • Client signs off on the Test server. • Company provides pre-installation documentation to Client. • Client completes pre-installation documents and returns them to Company. • Company reviews the completed pre-installation documents and provides any necessary recommendations. • Client completes the pre-installation tasks in preparation for the site installation. • Company assists Client IT staff with the installation of the framework on Client production environment. Electronic Document Management Interface Implementation Many iasWorld customers recognize the need to store their organization's existing paper documents as scanned documents within an EDMS. There are many sources in the marketplace for EDMS solutions, but a stand-alone EDMS does not meet the needs of many iasWorld customers for the simple reason that they desire a tight level of integration between iasWorld and the EDMS. In particular, they would like for parcel-related documents to be directly accessible from iasWorld's parcel information displays. Tyler has responded to this demand by creating an EDMS integration module as part of the iasWorld total Property Tax solution. This section of the Scope of Work provides a summary of Tyler's planned functionality of this module as part of this contract. Electronic documents can be directly stored within the iasWorld Oracle database. These documents are stored in whatever mime compliant format they are provided in,although we do recommend the use of Adobe Acrobat format wherever possible for its portability. It should be noted that storage of documents within iasWorld represents a lightweight document storage option and is not intended to provide the features of an industrial strength EDMS. The site will be configured according to the configuration defined in the finalized workbook that is completed by Client. After the workbook is completed by Client and reviewed by the implementation team,the following tasks will occur: • Review of the requirements for Client test environment with the stakeholders after the site has been configured. • Completion of final minor configurations changes to the test site based on the issues that the stakeholders log. • Notification to the stakeholders that the issues have been resolved and that they should review the final configuration on the test site • Two months prior to the installation at Client site, the Contractor will provide a list of dependent software and other set up that Client must have installed and completed on Client supplied production server(s) 2 weeks prior to the move to production. After installation on Client server(s),the implementation team will walk through the installed module with the stakeholders, using the standard demo script, which touches on various aspects of the module functionality. Web-based User Interface This phase is concerned with the installation, setup, configuration and optimization of the user data maintenance environment. The maintenance environment will provide Client with a web-based,task ••:;:. tyler 5 Exhibit C oriented, transaction environment that streamlines and simplifies the business processing of assessment and taxation tasks. The iasWorld application to be installed at Client is a highly configurable environment such that the needs of Client can be met without changing source code. Site Specific Setup Review & Documentation Tyler will review and initially use the set of transactions that have been configured for other counties and clients with similar requirements as the base transactions for Client. The process for defining Client's requirements involves a series of walkthrough sessions with baseline transactions, leading to an agreement on the setup and configuration required. Initial presentation of the baseline transactions as generically configured for Client. In general,initial activities including the walkthrough sessions will be performed using a staged version of the application. Once the walkthrough sessions are complete and application setups are complete and tested,the module then can be implemented for production purposes. iasWorld Set-up/Configuration, Modifications,Testing Baseline transactions and general features will be provided to Client as part of the iasWorld application. Transactions represent business functions that are processed by Client,condensed into a single browser data maintenance interface. Associated with each transaction is a series of master user interface templates(similar to forms). During the setup process, business'roles'will be defined and master templates will be associated to these roles. Selected templates will be modified to simplify the number of fields required for data entry roles,thereby streamlining the overall interface and increasing usability and efficiency. Note: Transaction types require access to the underlying iasWorld application business rules and data schema and as such are dependent on Client's right-to-use license for each dependent iasWorld module. Summary of tasks with the set-up and configuration: • Receive Sample Database(from the data conversion task) • Load sample data on Test Server DB • Module configuration on the Test server • Load of Base Transactions to test server • Test basic module functionality • Identify which transactions will be deployed for client • Activate identified transactions for Client • Identify Client Site-specific transactions • Generate Client List of Value (LOV)tables • Setup Roles, Users&Content Configuration • Role creation/configuration and User assignment to roles • Content Configuration • Setup'On Demand Reports'configuration • Transaction Template Configuration • Setup/confirm required LOVs for deployment • For each transaction, modify the baseline template to meet site specific requirements • Ensure correct LOVs are being displayed • Release Transactions to Client for review •. •. tyler 6 Exhibit C The listed general features are independent of the following baseline transactions, but they will be made available when appropriate for a particular transaction. The following list of baseline transactions may include transactions that are not applicable to Client's business processes, but are included for completeness. Base Transactions AA AA set up tables including ROLLDEF AA ASMT AA Assessment Admin;similar to Owner Transfer AA Centrally Assessed AA Conveyance AA Hearing Track Valuation by PID AA Notes-2 AA Owner Transfer AA Re/Deactivate AA Reports set up AA AA Splits and Combinations CAMA CAMA set up tables for CALP, res cost,CI cost and income models CAMA Commercial CAMA CAMA Commercial Income CAMA Condo CAMA Market Transactions including MKSALES and Comp Sheet,as well as associated set up tables CAMA Notes-1 (also part of Asmt Admin and CAMA transactions) CAMA Reports set up CAMA CAMA Residential CAMA CAMA Sales History Maintenance PP Alternate Address PP Alternate Owner PP Alternate PID PP Exemptions PP Personal Property PP PP set up tables PP Reports set up PP Sys Reports Tax Reports set up Tax ••:;:•. tyler 7 Exhibit C Tax Special Assessment: Maintenance Tax Special Assessment: Projects Tax Tax Adjustment:Adjustment Tax Tax Adjustment:Charge Tax Tax Adjustment: Deferral Maintenance Tax Tax Adjustment: Escrow Interest Adjustment Tax Tax Adjustment: Parcel District Maintenance Tax Tax Collection: EFTS Tax Tax Collection: Escrow Plan Tax Tax Collection: Mailing Tax Tax Collection: Notes-4 Tax Tax Collection: Payer Update Tax Tax Collection:Payment Posting Tax Tax Collection: Refund Tax Tax Collection: Reversal/Void Tax Tax Delinquency: Bankruptcy Tax Tax Delinquency:Certificate of Delinquency Tax Tax Delinquency: Foreclosure Tax Tax Delinquency: Forfeited Land Tax Tax Delinquency: Payment Contract Plan Tax Tax Inquiry Tax Tax set up tables Note: The above transaction types require access to the underlying iasWorld application business rules and data schema and as such are dependent on Client's right-to-use license for each dependent iasWorld application. System Implementation and Set-Up Tyler with Client staff assistance will furnish site specific setup and configuration. As part this task an iasWorld System Implementation and set-up documents will be provided to Client as a guide for the initial system implementation and can be used as a reference with in the future as Client requirements may change. Tasks involve will include the following: • Walk through each transaction with Client, highlighting features, changes and general usage (this is not full class room training. It is introductory training to give Client enough knowledge to test the transactions)"Tyler/Client (Tyler lead) • Receive feedback on additional changes that may be required Client • Template enhancements as needed Tyler • User Acceptance Testing Client •�;:•. tyler 8 Exhibit C • Client reviews transactions,tests basic operation and business rules on Test server-based on QA scripts Client • Client signs off on transactions Client • Install transaction on Client's Test Environment Tyler • Verification of Transactions in Test Environment Tyler • Identification of additional configuration parameters Tyler/Client(Tyler lead) • Final Configuration Tyler • Install transaction on Client's Production Environment Tyler/Client assistance • Additional Configurations applied to Production Environment if necessary Tyler/Client assistance • Verification of Transactions in Production Environment Client/Tyler assistance • Client sign off Client • Formal class room training for all transactions Tyler/Client • Release into Production Deliverables: Verification and testing iasWorld configured Client will review the iasWorld System Configuration and verify that the system configuration and setups being met with a signing off for each of the modules. Client Acceptance-iasWorld System Configuration Phase 6: Data Conversion Database Conversion Specifications Based upon the Gap/Fit Analysis review meetings with Client staff, Tyler will prepare the iasWorld Database Conversion Specifications. The iasWorld Database Conversion Specifications will be used as the basis for programming, testing, and processing tasks involved with converting Client's data files into the iasWorld database. Tyler and Client staff will use the iasWorld Database Conversion Specifications during working sessions to discuss,in detail,the data elements,conversion processes,editing to be performed,data balancing requirements, and how iasWorld will handle the converted data in the future. From the joint working sessions the Database Conversion Specifications document will be updated. The iasWorld Database Conversion Specifications will consist of the following: • iasWorld database modules implicated. • iasWorld database tables and columns (fields). • Data conversion mapping from Client's systems to iasWorld. • Transformation business rules necessary for the data conversion. Deliverable: Updated iasWorld Database Conversion Specifications Data Conversion Programming Client will provide flat files and file layouts of Client's data to be converted. Using the information from the Data Conversion Specifications and the data files provided by Client Tyler technical staff will provide the necessary programming for the procedures and scripts to load and to convert Client's files into the iasWorld database. *<:%® tyler 9 Exhibit C Testing and Loading of Data Files Tyler technical staff,with Client assistance,will test the conversion procedures,programs,and scripts for loading Client information and data into the iasWorld database using files provided by Client. Quality control and data verification will be both Client and Tyler responsibilities. Client and Tyler staff will verify the quality of the conversion testing. Various reports and scripts, identified prior to the actual conversion,will be used for testing balancing and verification. Deliverable: Client Review of Programming and Testing Converted iasWorld Database Production Data Conversion Plan Prior to loading the iasWorld database, a Production Data Conversion Plan will be developed to specify how the iasWorld database should be loaded along with the timeline. Only after the conversion plan has been agreed upon will the existing Client's data files and elements be loaded into the iasWorld database. It should be noted that the Production Data Conversion Plan may involve several phases, such that, Client data may be converted at different times during the project's time frame. If the conversion plan does include different times, then the conversion steps and processes defined above for programming and testing along with the final production conversion will be performed by both Tyler and Client. Deliverable: Client iasWorld Database Conversion Plan iasWorld Data Conversion - Production Following the agreed upon iasWorld Database Conversion Plan and the conclusion of testing and just prior for Client to go-live using iasWorld in a production environment: Client will extract its current data files for the production (final)conversion. Tyler technical staff, with Client assistance, will process the conversion procedures, programs, and scripts for loading Client information and data into the iasWorld Database using files provided by Client. Quality control and data verification will be both Client and Tyler responsibilities. Client and Tyler staff will verify the quality of the conversion. Various reports and scripts,identified prior to the actual conversion,will be used for balancing and verification. Any data that requires a manual effort,such as data entry,to correct and/or input data abnormalities will be Client responsibility. This would also include data that cannot be electronically file transferred to iasWorld. Client will have the responsibility to perform any cleanup (data entry or table updates) after the iasWorld database conversion has been verified. Deliverable: Production Converted iasWorld Database Completed and Review Sign-Off on Database Conversion Client will verify,through a series of tests that Client's data has been converted appropriately. Client will be expected to provide acceptance by way of a sign-off that the iasWorld database has been converted correctly as detail in the conversion specifications. ••:; . tyler io Exhibit C Deliverable: Client Acceptance—Production iasWorld Database Conversion Phase 7: System Acceptance iasWorld System Test and Acceptance Plan Tyler with Client assistance will prepare a System Test and Acceptance Plan that will identify user acceptance criteria,testing timeline,and expected results. The system test plan will incorporate user acceptance testing procedures for iasWorld base functionality,enhancements,and reports to insure that the implementation will meet Client's business requirements prior to actually using iasWorld in the production environment. Deliverable: iasWorld System Test and Acceptance Plan Document iasWorld System Test and Verification Client staff, identified in the System Test and Acceptance Plan, will execute various system tests in accordance with the plan. Client's acceptance of the delivered system will be given upon successful completion of integrated system testing as described within the System Test and Acceptance Plan. Preliminary acceptance can be given provided that acceptance can be flagged as conditional depending on the subsequent deliveries, updates,and testing. Issues and associated problems will be identified and documented then forwarded to Tyler staff for investigation and resolution. Testing should continue for issues resolved by work-a-rounds so that other functionality is tested on a timely basis while such issues and problems are researched and resolved. iasWorld System Test Client Acceptance Client will be required provide acceptance for the iasWorld system testing with a sign-off. Deliverable:Approved iasWorld System Acceptance Testing Phase 8: Training and Documentation Delivery of Documentation Prior to the Acceptance tests, Tyler shall deliver to Client system documentation and training manuals in various formats for the operation and maintenance of the system. Such documentation shall include: 1. Applicable sections of the iasWorld User's Manual. This manual will include the appropriate modules purchased by Client. Tyler will also furnish one (1) copy of the iasWorld User's Manual in machine-readable format. 2. Client may photocopy or otherwise reproduce Tyler's copyrighted documentation and training materials for training of other internal uses provided that Tyler's statement of copyright be included on each copy. 3. Tyler will provide a secure login and password to the iasWorld support site, which allows access rights to all documentation, FAQ's, Training Tutorials and links to online Training Seminars as applicable. Client Personnel Training Tyler shall develop a training plan in conjunction with Client which establishes the staff to be trained ••:;:•. tyler 11 Exhibit C and general topics to be covered over the course of a series of total weeks of training sessions and of go-live support through the phased installation and implementation period. For each session: A. Tyler shall prepare and review with Client a pre-training report identifying any system level options that should be decided prior to the training session. Client shall select the appropriate options,and the training sessions will proceed with these options in place. B. Tyler shall provide on-site training for the specified days for staff designated by Client. C. Tyler has included twelve (16) weeks of on-site administrative, technical, & general application training. D. Tyler has included twelve(12)weeks of on-site go-live support. E. For the purposes of training,one week is defined as 32 hours on-site Noon Monday through Noon Friday Phase 9: SmartFile Implementation Tyler will install a SmartFile site at Augusta-Richmond and conduct a series of requirements meetings with the Augusta-Richmond staff to identify and define the desired SmartFile implementations. Once the requirements are defined, Tyler will identify the configuration hours required for each SmartFile implementation. This agreement includes up to 320 hours to configure the SmartFile site for Augusta-Richmond requirements.Possible SmartFile implementations include: • Homestead Exemption Filings • Appeals Filing • Personal Property Filings Phase 10: Project Close-out and Transition to Support Final System Acceptance Client will sign off on the delivered system upon successful completion of integrated system testing. Preliminary modules(impacted by subsequent deliveries and updates)will be flagged as conditional sign- off,pending testing of the final deliverables. Transition to Tyler Support At the conclusion of Tyler iasWorld system implementation Client will be transition to Tyler iasWorld support services for on-going system support and maintenance. Non Phase Items Project Administration Tyler shall develop and maintain a project work plan and schedule over the course of the project. This plan will detail Company, subcontractor and Client responsibilities, tasks, planned, revised and actual execution dates. Tyler will submit status reports at least monthly. Project Management Tyler shall provide day to day management of the project activities including coordination of Client and •• :•. tyler 12 Exhibit C Company resource needs in scheduling meetings, review sessions, following up with Company staff, subcontractors and Client on respective commitments. Local Legislative Changes Requirement changes as a result of local legislative changes will be handled outside the scope of this Agreement. Client will work with Tyler to identify any legislative changes that impact the implementation of the iasWorld solution and Tyler will identify any additional costs as a result of these changes. Optional Activities: Tyler shall be available to Client to address any additional activities as requested by Client. 1. Client shall notify Tyler in writing of any optional activities it wishes to include, and approximate timetable. 2. Tyler shall respond in writing to Client on cost and timing of requested optional activities. 3. Client will notify Tyler in writing confirming acceptance of cost and timetable. 4. Tyler shall perform optional activities as agreed. •�.;:•® tyler 13 Exhibit D • ill . . •• tyler • • technologies Client Responsibilities 1.0 INTRODUCTION The parties acknowledge that the implementation of the project is a cooperative process requiring mutual cooperation and effort. Success requires close teamwork and consolidation of the Client and Tyler. This exhibit sets forth the assumptions covering the interaction of the project participants and your responsibilities. 1.1 General Assumptions 1.1.1 While Business Process Reengineering(BPR) activities are a natural outcome of decisions made during the planning, analysis and preparation of the detailed functional specification phases of the project,the scope of effort does not include activities related to the modification of your current processes, practices, procedures or manual operations. 1.1.2 Should activities such as BPR efforts affect the mutually agreed upon schedule,the change Additional Services process as described in the Agreement will apply. 1.2 Project Infrastructure and Logistical Assumptions 1.2.1 Detail planning for each project phase will occur in accordance with the schedule outlined in Exhibit D. Prior to the completion of a previous phase you and the Tyler project team will review the detail tasks to be completed for the next phase and mutually agree to the objectives and timetable for that phase. The detail plan for the upcoming phase will be a component of the final deliverable for each preceding phase. 1.2.2 Within the context of the mutually agreed to Project Plan, you will make available the appropriate members of the user community to participate in system walk throughs, design review meetings, review and sign off upon acceptance,on the Detailed Functional Specifications and participation in interim and final acceptance testing. 1.2.3 You will provide the technical support services as delineated in Exhibit D. 1.3 Training Assumptions 1.3.1 Client personnel will attend applicable training as part of a mutually agreed to training plan. Tyler will recommend appropriate training for the project team. 1.3.2 Onsite training for your staff will be scheduled to occur after installation of software. 1.4 Project Environment Requirements 1.4.1 The Client will provide a suitable project environment for the project team. This environment will include, but is not limited to: work space, computer hardware, computer access, access to the Client network, dial out phone access to Tyler facilities, use of Client owned software tools and reasonable access to facilities. Tyler will not be charged for any project—related expenses incurred on site at your locations except long distance phone charges initiated by Tyler personnel. •. •. tyler Exhibit D 1.4.2 Client systems personnel will be available to work with us for adjustments to operating systems configurations and specifications during the installation and upgrade of application and data base software. 1.4.3 You will assign adequate DBA resources and will assist us for normal data administration functions and activities. 1.4.4 Your technical staff will be available up to a full-time basis during the Detailed System Walkthrough, Operations Analysis, Solution Design and Build stages to provide data and data format information to our project team. 1.4.5 You will provide us with a mechanism to access your data on an as-needed basis and you will ensure that all data is reconciled and free of error. 1.4.6 You will be responsible for interim and final acceptance testing of applications and in introduction of those applications to you production environment. 1.4.7 You will make such facilities and properties as are reasonably necessary for the performance of work available and accessible for use by Tyler staff during normal working hours as may reasonably be required by us for the performance of this Agreement. This would include access to the infrastructure of the Tyler Software applications including the web server,application server and database server. Further,you will provide us with the means to electronically connect to your network and to the Tyler Software server(s) to enable software transfers, electronic correspondence, and remote troubleshooting. All connections, regardless of connectivity method employed, shall be client-initiated. The preferred method of connection is through the internet. Access to Augusta's network shall only be granted provided that Tyler agrees to the Augusta, GA Vendor Access Agreement(Exhibit H). 1.5 Management Responsibilities You will assign a user executive sponsor/project manager who will be available to review issues and make timely decisions.The executive sponsor/project manager will be able to act on behalf of the Client on all issues and will be responsible for the project from the Client's perspective. You may also assign an IT executive sponsor who will coordinate the activities of this project with other Client IT initiatives. 1.6 Operating Requirements 1.6.1 You will make available at no cost to Tyler, appropriate resources, such as operational knowledge of current system and data elements,excluding any confidential information, needed to transfer the current application and system knowledge to the Tyler Project Team. 1.6.2 Both parties will determine if other Client resources having critical business knowledge need to be available to support the project. 1.6.3 You are responsible for maintaining the hardware and network resources at an acceptable level of performance and readiness so as to minimize disruption to the project environment. 1.7 Technical Assumptions 1.7.1 Performance goals for the applications are heavily dependent on the technical architecture and hardware. You are responsible for specific tasks relating to network •.;:•. tyler 2 Exhibit D design, hardware capacity planning, network performance testing, etc. Tyler will not warrant the performance of servers, network or other elements not supplied by us under this Agreement. 1.7.2 Your technical staff non-team members will be assigned as needed to act as liaison to Tyler when and where needed. 1.7.3 You will provide adequate functional and technical team members to support the implementation efforts. Both parties will determine the actual staffing. 1.7.4 Intended users of this application will have basic knowledge of PC computer usage, including Microsoft Windows and other general knowledge required to perform their job duties within their department. 1.7.5 You will assign sufficient resources to the project to ensure timely completion of your project responsibilities. '0% Vier •3 Exhibit E • '•''••• tVler ❖� •• technologies Maintenance and Support Agreement Tyler Technologies,Inc.will provide you with the following maintenance and support services for the Tyler Software licensed to you. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your License and Services Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial annual term for each of the Tax Software and the Assessor Software commences as described in Section 1.2 of the Invoicing and Payment Policy exhibit. The term will renew automatically for additional one (1)year terms unless terminated in writing by either party at least thirty(30)days prior to the end of the then- current term. 2. Maintenance and Support Fees. Your first year of paid maintenance and support fees for the Tyler Software are listed in the Investment Summary of your Agreement,and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within sixty(60)days of the due date. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you timely pay your maintenance and support fees, we will,consistent with our then-current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards in the United States, to resolve Defects in the Tyler Software; provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide telephone support during our established support hours; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software in order to provide maintenance and support services;and 3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a current maintenance and support agreement in effect. 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and 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 reasonable applicable security protocols. All connections, regardless of connectivity method,shall be client-initiated. The Client acknowledges that Tyler's warranty,support and maintenance obligations are contingent on timely and reasonable access to the Tyler Software. Client agrees that Tyler shall have no liability for failure to meet its warranty,support and maintenance obligations pursuant to the •.;:: tyler Exhibit E Agreement to the extent such failure is caused by Client's delay or refusal to provide reasonable access to the Tyler Software. If we can't resolve a support issue remotely, we may be required to provide onsite services. In such event,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 a modem or VPN for backup connectivity purposes. 5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue,we will notify you so that you may contact the support agency for that peripheral system.We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support,you bear the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems,but excluding Third-Party Software, if any);and (c) You will perform daily database backups and verify that those backups are successful. 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a defect in the Tyler Software); (c)application design; (d)other consulting services; (e) maintenance and support of an operating system or hardware; (f) support outside our normal business hours as listed in our then-current Support Call Process;or(g)installation, training services,or third party product costs related to a new release. Requested maintenance and support 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. 7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit E at Schedule 1. ••:;:s tyler 2 Exhibit E Schedule 1 • ••••••• tyler • technologies Support Call Process Scope of Services The following outlines the standard support provided by Tyler Technologies, Inc.(Tyler)for the following software systems installed on your hardware,for the time period specified in the Agreement. The software systems listed in Exhibit A—Investment Summary shall be known as the"base system." Any additional support, modifications, or services needed on the system as it is installed at the Client site which are not expressly included in this Agreement,are outlined in an additional service level agreement or are provided at time and materials rates. Modifications to the Tyler Software code and reports written by us for a specific jurisdiction or group of jurisdictions are considered part of the base system and,as such,the terms of this Agreement apply. 1. Terms and Definitions The following is a list of common terms used in this Support Agreement: 1.1 Base System Tyler Software,as listed in Exhibit A—Investment Summary above, running on your hardware. 1.2 System Error An error in the base system that is either a generated error(e.g.,error screen)by the base system or lack of response (slow or stuck), or failure of a function as stated in the iasWorld User Guide (also referred to as "issues" or"bugs"). Note: Slow response time or system failure due to the Client's network or lack of System or DB administration is not covered. 1.3 Updates Unlimited distribution of revisions to the base system source code that fixes errors and (or) includes enhancements that are sent to the Client on a system readable media (e.g., tape, CD- ROM,or FTP site), also referred to as "upgrades"or"patches." 1.4 Maintenance or Maintain Providing support and updates for the base system only. This does not include performing updates at the Client site. 1.5 VPN The use of any secure connection on the Client system from any Tyler office. 1.6 Coverage Period The start and end date for the support offered in this Scope of Services and additional services stated in the Articles of Agreement. 1.7 Business Day(s) The days and hours the Company operates, defined as Monday through Friday (excluding holidays) between the hours of 8:00 AM and 5:00 PM. •.;:•. tyler 3 Exhibit E Schedule 1 2. Hot Line Support During the coverage period,the Company will provide phone support for the base system. This support will provide assistance (via phone or delivered documentation) in determining the root cause of system errors(whether user error,operation related error,or base system software)and the response as outlined in item 2.3 below, subject to item 9 of this Agreement. The Hot Line is also available for questions on normal operation of the base system. 2.1.Hot Line Number 800-800-2581 extension 1 2.2.Hot Line Hours The Hot Line is available from 8:00 A.M. to 5:00 P.M., ET, Monday through Friday. Weekend or evening coverage can be arranged with a five(5)day minimum notice. This special coverage could be billed under the conditions stated in Section 12 of this Scope of Service. 2.3.Hot Line Support Considerations The Company shall respond to the Client's request for telephone assistance within one(1)working hour from the initial call. • The Company shall take steps to have the system error fixed, or an appropriate workaround, via phone or dial-up as defined in the following priority matrix: PNiraritV Definition Response Resolution • 1 Critical i Software is inoperable for all Client Client is contacted within 1 Within 1 business day or an users. hour. agreed upon due date and time. High 1 Issue affects daily processing or day- 4 Client is contacted within 1 , Within 2-5 business days or an to-day functions of the Client. Issue hour. agreed upon due date. affects a large group of Client users. 1 Medium Issue affects a small group of users I Client is contacted within 1 Within 4—10 business days, and does not affect day-to-day hour. or an agreed upon due date. processing. j Non- Issue affects 1 Client user and is non- Client is contacted within 1 Typically 6+business days Critical critical to daily processing. hour. from reported problem, or an agreed upon due date. ••:;:•. tyler 4 Exhibit E Schedule 1 • If the cause of the problem is related to an item in Section 12 of this Agreement or not an actual bug within the base system,the Company will provide an action plan with an estimated cost to resolve the issue within a reasonable amount of time. 3. Online Support During the coverage period,the Company will provide access to the ONYX on the Internet in order for the Client to have 24 hour,7 day access to answers to base system questions and to log base system issues. 4. Modification and Change Procedure Additional changes to the base system (not directed by local laws)can be requested. These changes shall be submitted in writing to the Company and cost estimates will be provided. Once the Client agrees to the cost estimate,a separate Contract will be drafted for acceptance by the parties. 5. Updates Base system updates will be provided to the Client by the Company during the coverage period. 5.1. iasWorld Updates It is the responsibility of the Client to schedule the update(s) and inform the Company of any assistance needed. The Company will distribute an estimated schedule of when releases and patches will be available. The Company will provide assistance in performing such updates, via dial-up connection, during the Company's normal business hours. Onsite assistance may be obtained at time and materials rates. It is important that any updates be done in a timely manner as the update could contain fixes for one or more system errors. The Company reserves the right to back-port certain bug fixes to the Client's current version of iasWorld or require that the Client upgrade to a newer release to obtain the required fix. 5.2.iasWorld Data Tables The Client is responsible for updating any data stored in the base system data tables, whether such updates occur through the normal course of business from user data entry,through update from some iasWorld batch process,or through an SQL update. Updates may be performed to the iasWorld data for various reasons by the Company as requested by the Client subject to time and materials rates. 5.3.Operating System (OS) Updates The Client is responsible for obtaining update(s), notifying the Company of the update(s), and installing update(s). IT outsourcing or the system vendor might be needed for these updates. It is the Client's responsibility to contact and leverage these resources as needed. The Company strongly recommends that the Client perform a system export/backup before updating the OS. 5.4.Oracle Updates The Client is responsible for scheduling updates to the Oracle software in order that the Client is on a version supported by Oracle. The Company will provide assistance in performing such updates via dial-up connection during the Company's normal business hours. On-site assistance may be obtained at time and materials rates. ••:;:•. tyler 5 Exhibit E Schedule 1 6. Legislative Changes The Company will provide up to 80 base system programming hours per calendar year per State of the Agreement in order to comply with legislative changes. Programming hours encompass analysis,coding, and testing of the changes. Additional legislative changes can be performed at time and materials rates. 7. Data Ownership The Client owns the data stored and processed on the base system. During normal support,the Company will be exposed to this data and will take all measures to ensure the confidentiality of the data. 8. Backups and Recovery It is the responsibility of the Client to perform system (OS)and/or database(Oracle) backups. • The Company does not take responsibility for any backup process or emergency plans in which the Client engages. • The Company strongly suggests that the Client have a backup and recovery plan for the system and data. The Company also recommends a safe storage for the Client data (i.e., offsite storage of data tapes). 9. Dependent Software Licenses The Client is responsible for acquiring and maintaining software licenses and upgrades for all third-party software products including, but not limited to, hardware operating system,Oracle licenses,Adobe, ESRI, EDMS,etc. 10.Server Operations The Client is responsible for on-site operational support of the iasWorld application server(s). Tasks will include performing system backups,system restarts,and providing on-site troubleshooting assistance to the Company staff. 11.Remote Access The Client will provide the Company with the means to electronically connect to the Client and to the iasWorld server,to enable software transfers,electronic correspondence,and remote troubleshooting. The preferred remote connection is via the Internet. Access to Augusta's network shall only be granted provided that Tyler agrees to the Augusta, GA Vendor Access Agreement(Exhibit H). Client acknowledges that failure to provide a timely and practical remote access method to Tyler may negatively impact Tyler's ability to perform its responsibilities under the Maintenance and Support Agreement. 12. Out of Scope Items The following are examples of items that are not included in an ongoing Support Agreement. The Company will provide such services as requested by the Client. Time and Materials rates will apply for such services. They are: 12.1. Resolution of problems that arise out of the Client's misuse of the system. 12.2. Creating ad hoc reports or new iasWorld reports. 12.3. Recovery of software,operating system,or data due to system or hardware failure. 12.4. Modification of the iasWorld code, incremental to modifications covered under this Agreement. %:. . tyler 6 Exhibit E Schedule 1 12.5. Modification of iasWorld reports, incremental to modifications covered under this Agreement. 12.6. Updates to iasWorld cost tables,tax rate tables,etc. 12.7. Onsite training, incremental to training covered under this Agreement. 12.8. Oracle DBA and network administration activities. Such support may be provided in an additional service level agreement. 12.9. Process and procedures that could otherwise be performed by a non-technical iasWorld user during the Client's business cycle. 12.10. Performing the iasWorld upgrade on-site. 12.11. Errors and problems that arise out of the Client's modification of the base system code. 12.12. Errors and problems related to other 3rd party vendors' software not specifically covered by this agreement. Such support would need to be provided under a separate agreement. 12.13. iasWorld is capable of being configured to support billing processes separate from Tax Billing,to include different billing processes having separate billing cycles such as street lights, sanitation, etc. Client understands that the addition of services such as the implementation of new billing processes shall be covered as a separate project and/or on a time and materials basis. 13. Additional Support No other additional support outside this Scope of Services is given unless stated in the Articles of Agreement. Additional support or services (such as those listed in Section 12)can be requested and will be billed at the Company's then prevailing time and materials rates. ••:;:•. tyler 7 Exhibit E Schedule 1 • •••'••• tyler • • technologies Third Party End User License Agreement The Client agrees to maintain all necessary third party licenses including, but not limited to all required Oracle licenses. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ••:;:•. tyler 8 Exhibit G • ••••••• tyler • • technologies Performance Bond Tyler will secure the required performance bond upon full execution of the Agreement. •.;:•• tyler 9 Exhibit H • •••'•• tyler • ,. • technologies Augusta, GA Vendor Remote Access Agreement Purpose The purpose of this policy is to ensure that a secure method of connectivity is provided between Augusta and the Vendor and to provide guidelines for the use of the network and computing resources associated with the remote connectivity in order to ensure the safety, integrity,and operability of Augusta Information Systems. Scope This policy applies to all Augusta systems,application and/or servers/devices requiring support by external Vendors on behalf of Augusta. Definitions Virtual Private Network(VPN): Provides a secure network connection over the Internet between an individual and a private network(164 bit encryption). By utilizing the public Internet for data transport,VPN provides a low cost solution to remote access or connectivity. Policy A. Vendor Remote Access Request and Approvals As part of the request and approval process, the technical and administrative contact within the Vendor's organization or someone at a higher level within the company will be required to read and sign the VPN Access policy form(this document). In addition, prior to any connection to Augusta's network,Vendors must fill out a Vendor Access Form which identifies them as a Vendor requiring VPN access. This form will require IP addresses for devices from which the Vendor intends to connect,the servers to which the Vendor needs to connect, as well as verification that the Vendor has active anti-virus installed on their equipment. This form will be signed by a representative of the Vendor and will also be signed by the Director of Information Technology. Once Vendor Remote Access has been approved,it is valid until changes in this policy or technology make it necessary, in Augusta's estimation,to require a new form to be filed. Remote Access will only be available to Vendors that have signed Annual Support and Maintenance Contracts with Augusta. Once approved for access, all individual requests for remote access for Vendors must be made in advance through the Project Manager responsible for the Vendor. This will be managed through an online form,which the Vendor will be required to fill out and submit prior to each session. A session can be one event or several individual connections over a period of days or weeks depending on circumstances. It is the Project Manager's responsibility to ensure that the Vendor has provided all of the required information in the proper format,and that the time requested for connection is reasonable. B. Connectivity Methods 1. Connectivity through VPN a. The Vendor will be required to use Augusta's standard method for connecting to the network. The current standard method is Cisco's VPN client. b. The Vendor will be given a unique user ID and password to authenticate the VPN access. The password may be subject to regular changes. c. Only one person may be connected to the VPN at any given time. d. Access will be restricted to only the servers located in IT that were approved for the Vendor. e. Access will be restricted to only the ports necessary for connectivity. f. Access will not be open 24/7. The Vendor must request access every time it is necessary and only during business hours of 8:30am—5:00pm EST. Access outside of these hours may be requested but will need additional approval and will be handled on a case by case situation. ••:;:a tyler 10 Exhibit H 2. Connectivity through Remote Access Support Tools Augusta permits access to our systems through remote access tools such as WebEx and GotoMeeting, but access must be authorized in advance through the IT Project Manager. The Remote tool in question must not require software to be installed on the user's PC, and any connection must be initiated on the"customer"or"Augusta"side of the connection. Stated another way,the entity connecting from the outside may not initiate a connection without the approval of the user. The user,preferably a member of IT,should remain present at the PC during the entirety of the connection. Remote connections may only take place through tools of which IT has approved. This decision is at the discretion of the IT Security Administrator. Vendors who are discovered to have installed software on customer PCs for the purpose of remote control,or otherwise connected to an endpoint PC without IT authorization,may be blocked,from any and all access to the Augusta network. Such action may be taken at IT's sole discretion. C. Vendor Request Process 1. The Vendor will contact the Project Manager to request access through the aforementioned Vendor Access Form. 2. The Project Manager is responsible for logging the request for access and justification in the change control log. 3. The Project Manager will document reason for access and email Firewall Administrators to have the VPN opened. 4. A firewall administrator will open the VPN and notify the Project Manager via email that it has been opened. 5. Once the Vendor has completed their work and the application has been tested,they will notify the Project Manager that the work is complete. D. Network Security 1. Vendor will allow only the Vendor's employees approved in advance by Augusta to access the network connection. Vendor shall be solely responsible for ensuring that Authorized Vendor Employees are not security risks, and upon Augusta's request, Vendor will provide Augusta with any information reasonably necessary for Augusta to evaluate security issues relating to any Authorized Vendor Employee. 2. Vendor will promptly notify Augusta whenever any Authorized Vendor Employee leaves the Vendor's employ or no longer requires access to the Network Connection. 3. Each party will be solely responsible for the selection, implementation and maintenance of security procedures and policies that are sufficient to ensure that(a)such party's use of the Network Connection is secure and is used only for authorized purposes, and (b) such party's business records and data are protected against improper access, use, loss,alteration or destruction. 4. Vendor shall notify Augusta in writing promptly upon a change in the user base for the work performed over the Network Connection or whenever in Vendor's opinion a change in the connection and/or functional requirements of the Network Connection is necessary. E. Protection of Augusta Private Information and Resources The Augusta network support group responsible for the installation and configuration of a specific Vendor connection must ensure that all possible measures have been taken to protect the integrity and privacy of Augusta confidential information. At no time should Augusta rely on access/authorization control mechanisms at the Vendor's site to protect or prohibit access to Augusta confidential information. Augusta shall not have any responsibility for ensuring the protection of Vendor information. The Vendor shall be entirely responsible for providing the appropriate security measures to ensure protection of their private internal network and information. te,S. tyler 11 Exhibit H F. Audit and Review of Vendor Network Connections All aspects of the Vendor network connections up to, but not including Augusta firewall, will be monitored by the appropriate IT staff. Where possible automated tools will be used to audit tasks. Monthly reports should be generated on the authentication database showing the specific login entries. All Vendor network connections will be reviewed on a quarterly basis and information regarding specific Vendor network connection will be updated as necessary. Obsolete Vendor network connections will be terminated following confirmation with the Project Manager that the connection is indeed obsolete. G. Augusta IT Security Augusta IT Security has the responsibility for maintaining related policies and standards. IT Security will also provide advice and assistance regarding judgment calls, and will facilitate information gathering in order to make a correct decision. H. Enforcement Any Vendor found in violation of this policy will be subject to,but not limited to,loss of VPN privileges and other action up to and including dissolution of contract and/or legal action if Augusta systems are compromised. Vend Signatur -/y C � /7 SIGNATURE DATE ••:;:•. tyler 12