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HomeMy WebLinkAboutC08-043 SALES AGREEMENT This Sales Agreement (this gAgreement") dated as of , 2008 is entered into by and between Eagle Count, Colorado ("CLIENT") and Tyler Technologies, Inc. -Eagle Division ("TYLER°). This Agreement sh~ I become effective as of the last date set forth on the signature page hereto (the "Effective Date"). WHEREAS, CLIE ~' desires to (i) license certain software from Tyler, (ii) purchase certain hardware and (iii) receive certain rested implementation, maintenance and support services from Tyler, all on the terms and subject to the conditions set forth in this Agreement; and WHEREAS, Tyler desires to license such software to CLIENT and sell, deliver, and provide to CLIENT such hardware, implementation, maintenance and support services, all on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing, and the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which all parties mutually acknowledge, the parties agree as follows: CLIENT shall purchase the licenses, products, and related services for the total purchase price as set forth on the table below (the °Purchase Price"). The Purchase Price shall be due and payable to Tyler according to the payment schedule set forth below. The Purchase Price shall remain in effect for a period of ninety (90) days commencing January 2, 2008. Pricing and Payment terms: Prlcins~ Table Total of 1st Total of Total of Year software Implementation Maintenance Product license fees Services Fees Product Total EagleAssessor with Modules $58,600 $0 $16,116 $74,716 EagleAppraiser with Modules $59,932 $0 $15,447 $75,379 EagleAssessor/EagleAppraiser $0 $67,540 $0 $67,540 Services EagleWeb with Module $12,000 $4,500 $2,880 $19,380 Integrated Scanning and $g,000 $0 $2,160 $11,160 Ima in Hardware $0 $0 $0 $0 Migration Credit for AIMS+plus {$30,720) $0 $0 ($30,720) Migration Credit for ($32,448) $0 $0 {$32,448 ) CAMA+ lus CATEGORY TOTALS $76,364 $72,040 $36,603 $185,007 SALES AGREEMENT NOTES: 1. The services fees have been estimated based on a typical installation for a county the size of CLIENT and assumes that CLIENT is able to meet its obligations regarding staff availability for all scheduled training, hardware availability dates and deliverables scheduled hereunder. Service hours could be greater or less than quoted. Any additional hours and related expenses shall be scheduled, incurred and billed only with the consent of the CLIENTs project manager. 2. COUNTY understands that it will be responsible for providing the appropriate database software (Oracle or SQL Server) for the applications being provided under this Agreement. This responsibility includes payment of all license fees due to the licensor of the database products and maintenance costs associated with the products. As part of the implementation services, TYLER will confer with CLIENT concerning database and version selection and setup. Payments Table Client will pay within thirty (30) days of receipt of an accurate and proper invoice, as follows: Purchase Prlce $185,007 Of the total purchase price, payments will be made by the County to Contractor as follows: Initial payment due and payable upon signing of this $37 101 Agreement , Due and payable upon loading of the EagleAssessor and EagleAppraiser software with all associated $74,202 modules Due and payable upon Verification of the EagleAssessor and EagleAppraiser software and $37,101 associated modules First year support for EagleAssessor and EagleAppraiser due and payable upon Verification of $31,563 the software First year support for EagleWeb and Parcel Specific Content Management due and payable upon $5,040 Verification of the software `The invoice for the first year support for EagleAssessor and EagleAppraiser will be prorated to provide CLIENT for any unused but paid-up support for AIMS+plus and CAMA+plus as of the time of Verification of each product. NOTE: Prices and license fees are exclusive of all federal, state, municipal or other political subdivision, excise, sales, use, property, occupational, or like taxes now in force or enacted in the future and are therefore subject to an increase equal to any such taxes TYLER may be required to collect or pay upon the sale or delivery of the Products or Services purchased or licensed hereunder. Should TYLER be SALES AGREEMENT required to pay any of these taxes as a result of this contract, the appropriate amounts will be added to the invoices for the payments listed above. This Agreement consists of the Sales Agreement with the following Exhibits, each of which is incorporated herein by reference: Exhibit A -Terms and Conditions; Exhibit B -Software License Agreement Exhibit C -Description of the Software, Services, Hardware and Maintenance Fees Exhibit D -Software Support Agreement Exhibit E -Additional Items SALES AGREEMENT THIS AGREEMENT, INCLUDING THE EXHIBITS, CONSTITUTES THE EXCLUSIVE STATEMENT OF THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ANY PRIOR ORAL OR WRITTEN REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO WARRANTIES FROM TYLER TO CLIENT EXCEPT AS SPECIFICALLY SET FORTH HEREIN. EXCEPT FOR ANY SUCH WRITTEN WARRANTIES, TYLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. ANY AMENDMENTS, ADDENDA, ALTERATIONS OR MODIFICATIONS TO THE TERMS OR CONDITIONS OF THIS AGREEMENT SHALL BE IN WRITING AND SIGNED BY BOTH PARTIES. By execution in the space below, each party represents that this Agreement has been read in its entirety and has been executed by an authorized representative. CLIENT: EAGLE COUNT~OL O Name: T~e..~e.~ ~~cv.~4~ Title: ~ ~r.0~-~N~.~YI Date: ~ •19 •o~S Address for Notices: Facsimile Number Phone Number TYLER TECHNOLOGIES, INC. -EAGLE DIVISION Name: ~~ r- v ~~ C/G1~1 Title: ~~~ ~ Date: ,~~~ ~f~~ Address for Notices: 120 East Third Street, Box 1020 Eagle, CO 81631 Facsimile Number 970-328-6521 Phone Number 800-554-4434 SALES AGREEMENT EXHIBIT A -TERMS & CONDITIONS A. VERIFICATION OF THE SOFTWARE PRODUCTS: At CLIENTs optional request within thirty (30) days after each software product has been installed on CLIENTs system, TYLER will test and verify the software product in accordance with TYLER's standard Verification test procedure by demonstrating to CLIENT that the software product is loaded on the CLIENTs hardware system, is fully operational and complies with TYLER's written specifications for the software set forth in Exhibit C. Timing of Verification may vary as agreed between TYLER and CLIENT in writing during the planning phase of the project. If CLIENT does not request Verification, Verification for each software product will be deemed to have occurred thirty (30) days after loading of that software product on CLIENTs system. B. TRAINING: TYLER shall provide training as specified in Exhibit C, Description of the Software, Services, Hardware and Maintenance Fees. CLIENT shall have the following obligations with respect to training: (i) CLIENT staff shall be available for training as scheduled and agreed upon; (ii) training shall be provided in a suitable training location and on equipment provided by the CLIENT unless other arrangements are previously made with TYLER; (iii) CLIENT staff time shall be dedicated to the training sessions with minimal interruptions; and (iv) CLIENT staff shall be familiar with desktop computers and the Windows (client) operating system. C. SUPPORT SERVICES: The terms and conditions for support of the software are set forth in Exhibit D of this Agreement. D. ADDITIONAL SERVICES: Services requested by CLIENT beyond the scope of this Agreement or the Software Support Agreement (if any) shall be provided at the following rates, which TYLER may change on thirty days written notice to CLIENT: Professional Services (remote or on-site): $140 /hour Per Diem and/or Travel Expenses: $355 per diem (rental car, hotel, meals and incidentals, e.g. telephone charges) plus travel time of $7511hour and travel expenses (airfare or mileage). Travel arrangements shall always be made in the best interest of the CLIENT. E. PROJECT MANAGEMENT: CLIENT agrees to designate in writing a primary contact (the °Project Manager) to represent CLIENT and help coordinate CLIENTs personnel during the design, development, installation, training and maintenance of the system. The Project Manager shall have the authority to amend delivery schedules, seek additional senrices hours, and authorize other changes to this Agreement. F. LATE PAYMENTS: If CLIENT fails to pay any charges when due and payable, CLIENT agrees that TYLER shall have the right to invoice and CLIENT shall pay all costs, including reasonable attorney Exhibit A Page 1 SALES AGREEMENT fees, expended in collecting overdue charges. G. CANCELLATION OR TERMINATION: Either party may terminate this Agreement upon sixty (60) days' prior written notice to the other party. In the event this Agreement is cancelled or terminated by CLIENT, CLIENT shall pay for all software products, services, and pre-approved expenses associated with Additional Services defined in Paragraph D, above satisfactorily delivered and reasonably incurred prior to the effective date of the cancellation or termination. H. INTELLECTUAL PROPERTY INDEMNITY: If any action or proceeding is brought against the CLIENT that alleges that all or any part of the Software or any other deliverable, in the form supplied, or modified by TYLER, or the CLIENT's use thereof, infringes or misappropriates any United States copyright or patent or trademark or any trade secret, or violates any other contract, license, grant, or other proprietary right of any third party, the CLIENT, upon its awareness, shall give TYLER prompt written notice thereof. TYLER shall defend and hold CLIENT harmless against any such claim or action with counsel of TYLER's choice and at TYLER's expense and shall indemnify the CLIENT against any liability, damages and costs resulting from such claim. The CLIENT shall cooperate with and may, at its own expense, monitor TYLER in the defense of any claim, action or proceeding and shall, if appropriate, make employees available at TYLER's expense as TYLER may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is based, in whole or in part, upon modifications to the Licensed Software made by the CLIENT, or any third party under CLIENTs directions, or upon the unauthorized use of the Licensed Software by CLIENT. If the Licensed Software or any other deliverable becomes the subject of a claim of infringement or misappropriation of a copyright, patent, trademark, or trade secret or the violation of any other contractual or proprietary right of any third party, TYLER shall at its sole cost and expense select and provide one of the following remedies, which selection shall be in TYLER's sole discretion: (i) prompty replace the Licensed Software or the other deliverable with a compatible, functionally equivalent, non-infringing system or deliverable; (ii) promptly modify the Licensed Software or the other deliverable to make itnon-infringing; or (iii) promptly procure the right of CLIENT to use the Licensed Software or the other deliverable as intended. I. LIMITATION OF LIABILITY: TYLER shall not be liable for any loss, damage or claim arising under this Agreement, regardless of the form of action, except as provided in Section 16 or for the loss or damage caused by the negligence of or breach of contract by TYLER. Except as provided by Section 16 herein, TYLER's total liability to CLIENT for any loss, damage or claim shall not exceed the total amounts paid to TYLER under this Agreement. Except as provided in Section 16, TYLER shall not be liable for (i) any special, indirect, incidental, or consequential damages; or (ii) any damage resulting from loss of use, data or profits. Except as provided by Section 16 herein, CLIENTs remedies against TYLER shall be limited to either (i) replacement or repair of any defective products or services, or, (ii) a refund of all sums paid by CLIENT to TYLER for the defective products or services and for any other goods or services rendered substantially worthless because of the defective products or services, the selection of which shall be in TYLER's sole discretion. Exhibit A Page 2 SALES AGREEMENT J. INDEMNITY FOR INJURY TO PERSONS OR PROPERTY: TYLER shall release, indemnify, defend and hold harmless CLIENT from any and all liability, loss or damage, including reasonable costs of defense, that they may suffer as a result of claims, demands, actions, or damages to any and all persons or properly to the extent that such results from the gross negligence or intentional acts of TYLER, its officers, agents or employees. This indemnification shall not apply to the extent such claims, demands, actions, or damages result from the acts or omissions of CLIENT, its officers, agents or employees. This indemnification shall survive the termination of this Agreement. To the extent permitted by the laws of the CLIENT's state of domicile, CLIENT shall release, indemnify, defend and hold harmless TYLER from any and all liability, loss or damage, including reasonable cost of defense, that TYLER may suffer as a result of claims, demands, actions, or damages to any and all persons or property to the extent that such results from the gross negligence or intentional acts of CLIENT, its officers, agents or employees. This indemnification shall not apply to the extent such claims, demands, actions, or damages result from the acts or omissions of TYLER, its officers, agents or employees. This indemnification shall survive the termination of this Agreement. K. FORCE MAJEURE: Either party shall be excused for reasonable delay or reasonable failure to perform its obligations hereunder for causes beyond its control, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, illness, acts of public enemy, war, rebellion, riot, terrorism, sabotage, transportation delays, labor disputes, acts of God, acts of federal, state, or local governments or any agency thereof, judicial action or other causes beyond its control. L. CLIENT RESPONSIBILITIES: 1. Backups: CLIENT is responsible for maintaining current backups of all data and images according to the backup procedure recommended by TYLER. This procedure includes adherence to a backup schedule, rotation requirements, verification of successful backups and off-site storage provisions. 2. Working Space: CLIENT agrees to provide TYLER with sufficient working space and time, access to the computer system and other facilities and adequate time on the part of appropriate CLIENT staff, including supervisory staff, during normal business hours as shall be reasonably required for TYLER to install and maintain the system and train CLIENT personnel. 3. Internet Connectivity: CLIENT shall make available to TYLER access via a symmetric high-speed Internet connection, 512 Kb/S or faster, for System support. CLIENT shall install or allow TYLER to install communication software designated or approved by TYLER and allow TYLER remote access via ahigh-speed Internet connection for purposes of analyzing and updating the System and correcting problems. CLIENT shall provide TYLER with access to all TCP/IP ports on any systems that host the TYLER application infrastructure. Failure by CLIENT to provide or maintain adequate Exhibit A Page 3 SALES AGREEMENT Intemet access, including provision for high-speed information transfer, may result in additional support fees or, in circumstances where low-speed connections are deemed to be obstructing TYLER in its efforts to carry out support functions, in termination of the Support Agreement, at TYLER's discretion. 4. CLIENT Procured Hardware: Should the CLIENT choose to procure some or all of the system hardware to support the proposed application, CLIENT acknowledges receipt of a list of recommended hardware from TYLER. While the equipment list previously provided is appropriate for most installations, some client-sites require additional hardware, the necessity of which may not be discovered until the site prep phase of services. Accordingly, during the site-prep phase of the services, TYLER technicians may recommend additional hardware or modifications to this hardware list. Examples of situations in which such recommendations could occur include, but are not limited to, excessive applications running on servers, inadequate backup configurations or equipment and lack of adequate Intemet connection equipment. During the site-prep phase of the project, CLIENT and TYLER will mutually agree on the final hardware configuration that the CLIENT is to procure M. MISCELLANEOUS: 1. ASSIGNMENT: This Agreement may not be assigned by CLIENT. TYLER may not assign this Agreement without the prior written consent of CLIENT, which consent shall not be unreasonably withheld. 2. NOTICE: All notices which CLIENT or TYLER may have cause to give to the other shall be delivered in writing to the address set forth on the signature page hereto (or other address as notified in writing by the parties) via overnight delivery, hand delivery, or facsimile followed with an original via certified mail, effective upon receipt or three days after sending, whichever is earlier. 3. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of CLIENT's state of domicile. 4. DISPUTE RESOLUTION: Venue for any action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado District Courtin and for Eagle County, Colorado. 5. SEVERABILITY: If any provision of this Agreement is held to be void or unenforceable by the courts in connection with litigation over this Agreement, the validity of the remaining provisions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular provision held to be void or unenforceable. 6. LEGAL EXPENSES: If attorneys' fees or other costs are incurred to secure performance of any Exhibit A Page 4 SALES AGREEMENT obligations under this Agreement or to establish damages for the breach thereof or to obtain any other appropriate relief, whether by way of prosecution or defense, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection therewith. 7. AMENDMENT: This Agreement may be amended only by a written document executed by all parties hereto. 8. GOVERNMENTAL PURPOSE: CLIENT acknowledges that it is entering into this Agreement for a governmental purpose. 9. NO JOINT VENTURE/TYLER IS AN INDEPENDENT CONTRACTOR: Nothing contained in this Agreement shall be construed to imply that a joint venture or partnership is created by and between the parties hereto. TYLER shall perform its duties hereunder as an independent contractor and not as an employee. Neither TYLER nor any agent or employee of TYLER shall be or shall be deemed to be an agent or employee of Eagle County. TYLER shall have no authorization, express or implied, to bind CLIENT to an agreement, liability or understanding except as expressly set forth herein. TYLER shall provide and keep in force workers' compensation (and provide proof of such insurance when requested by the CLIENT) and unemployment compensation insurance in the amounts required by law, and shall be solely responsible for the acts of its employees and agents. 10. DOCUMENTS CONSTRUED TOGETHER: The documents constituting this Agreement are intended to be complementary so that what is required of one of them shall be binding as if called for by all of them. 11. INCONSISTENCIES: Any inconsistencies in the Agreement shall be resolved by the following order of preference: a) Sales Agreement b) Exhibit A -Terms & Conditions; c) Exhibit B -Software License Agreement d) Exhibit C -Detailed Description of the Software, Services, Hardware and Maintenance Fees e) Exhibit D -Software Support Agreement f) Exhibit E -Additional Items g) Any other Exhibits in their order with F being first. 12. INSURANCE: TYLER shall provide and maintain and/or cause its subcontractors to provide and maintain appropriate insurance. In no event shall the total coverage be less than the minimum insurance coverage specified below: a) Commercial comprehensive general liability with a combined single limit of not less than Exhibit A Page 5 SALES AGREEMENT $1,000,000 per occurrence, including bodily and personal injury, broad form property damage, blanket contractual, contractor's protective and products and completed operations; b) TYLER shall comply with applicable legal requirements for workers compensation; and c) TYLER shall maintain throughout the term of this Agreement professional liability insurance with coverage limits in amounts not less than $1,000,000. 13. LABOR LAWS: TYLER shall comply with all existing applicable State and Federal Labor Laws in the performance of the work in this Agreement, including, without limitation, equal employment opportunity laws. 14. NON-DISCRIMINATION. This Agreement is subject to applicable federal and state laws and executive orders relating to equal opportunity and nondiscrimination in employment. Neither TYLER nor its agents or subcontractors shall discriminate in their employment practices against any person by reason of disability, age, race, religion, color, sex, national origin, creed, political affiliation, or veteran status. Tyler agrees to comply, and to cause its agents and subcontractors to comply, with the provisions of said laws and orders to the extent any such laws and orders are applicable in the performance of this Agreement. 15. BUDGETING AND APPROPRIATION. Funds equal to or in excess of the contract amount will be budgeted and appropriated for any project or services described in any Agreement entered into hereunder. Notwithstanding anything to the contrary contained in this AGREEMENT or any statement of work entered into hereunder, no charges shall be made to CLIENT, nor shall any payment be made to TYLER in excess of the amount agreed upon for any work done without the express written approval of Eagle County, in accordance with a budget adopted by the Board of County Commissioners, in accordance with the provisions of the Colorado Revised Statutes. The parties recognize that CLIENT is a governmental entity and that all financial obligations beyond a current fiscal year or subject to funds being budgeted and appropriated. 16. PROVISION MANDATED BY COLORADO REVISED STATUTES §8-17.5-102; PROHIBITIONS ON PUBLIC CONTRACTS FOR SERVICES. a) TYLER shall not knowingly employ or contract with an illegal alien to perform work under this agreement; or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this agreement. b) TYLER shall confirm or attempt to confirm through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that TYLER does not employ any illegal aliens. If TYLER is not accepted into the Basic Pilot Verification Program prior to entering into this Agreement, TYLER shall apply to participate in the Program every three months until the contractor is accepted or the services provided under this Agreement have been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: httpsJ/www.vis-dhs.com\employerregistration. c) TYLER shall not use the Basic Pilot Verification Program procedures to undertake pre- Exhibit A Page 6 SALES AGREEMENT employment screening of job applicants while services under this Agreement are being performed. d) If TYLER obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, TYLER shall be required to: i) Notify the Subcontractor and the County within three days that TYLER has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and ii) Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that TYLER shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. e) TYLER shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. f) If TYLER violates these prohibitions; the County may terminate the contract for a breach of the contract. If the contract is terminated specifically for breach of this prohibition on public contracts for services provision, TYLER shall be liable to the County for actual damages and for consequential damages, as provided by Colorado law. Exhibit A Page 7 SALES AGREEMENT EXHIBIT B: SOFTWARE LICENSE AGREEMENT This software license agreement covers all software products specifically listed in Exhibit C: Detailed Description of the Software, Services, Hardware and Maintenance Fees. To the extent that additional software products may be included in future releases, each such additional software product shall be subject to this Software License Agreement. A. DEFINITIONS: 1. Terms not otherwise defined in this Exhibit B, Software License Agreement, shall have the meaning assigned to such terms in the Sales Agreement, including its Exhibits thereto. 2. "TYLER Software" means the software specified in this Agreement that meets certain TYLER programming, documentation and support standards, is supported and warranted by the software author identified in the software documentation and is distributed by TYLER. 3. "Software" means the computer software identified in this Agreement, together with all related software documentation, all subsequent documentation, improvements, and updates, in whatever medium, and includes, without limitation, all users' manuals, technical manuals, systems manuals and keyboard function strips, however designated, related to any computer software licensed under this Agreement.) 6. SOFTWARE PRODUCT LICENSE: TYLER hereby grants to CLIENT a revocable, non-exclusive, nontransferable, non-assignable license to use the Software and accompanying documentation and related materials for the internal business purposes of CLIENT only, subject to the conditions and limitations in this Agreement. The license is revocable by TYLER if CLIENT fails to timely pay the amounts due in full. Upon payment in full, the license shall become irrevocable, subject to restrictions on use and other terms set forth in this Agreement. 2. The foregoing license is limited to the specified number of users or specific CLIENT departments as set forth in Exhibit C -Detailed Description of the Software, Services, Hardware and Maintenance Fees. Substantial and continued use (as defined solely by TYLER) of the software in excess of the authorized licenses shall constitute the purchase of additional licenses by CLIENT and CLIENT shall be billed and pay for additional licenses beyond those authorized in this Agreement, including the corresponding software support costs. 3. Ownership of all software products, accompanying documentation and related materials, and any copies, modifications and enhancements to such software products and any related interfaces, including all intellectual property rights associated therewith, shall remain the sole property of TYLER. 4. In implementation of the foregoing license, TYLER shall furnish CLIENT with the Licensed Exhibit B Page 1 SALES AGREEMENT Software and with associated user instructions and reference documentation, all of which material may be marked with a trade secret notation such as: `The information herein are trade secrets and proprietary properties of TYLER.° The License granted under and subject to the terms and conditions of this Agreement authorizes CLIENT to use the Licensed Software as defined in Exhibit C and the granting of sublicenses is not permitted. CLIENT hereby acknowledges that similar software may be licensed or leased to other users. 5. CLIENT shall have the right to transfer this license to a replacement hardware system; provided, however, that (a) CLIENT shall provide TYLER with thirty days advance written notice of any proposed transfer; (b) CLIENT shall be responsible for all costs, including technical assistance (costs shall be billable charges to CLIENT at TYLER's then prevailing services rate); and (c) if database software other than Oracle is used on the CLIENT's servers, CLIENT is responsible for determining the transfer requirements for the database software to different hardware. 6. CLIENT acknowledges and agrees: (a) that each item of software, any modifications and enhancements and any related interfaces are valuable trade secret property of TYLER or the author of such item, and that all software bearing a copyright notice is, in addition, subject to the U.S. federal and state copyright laws; (b) that the use of a copyright notice on the Software shall not be taken to indicate that the Software has been published; (c) that it does not acquire title to the Software under this Agreement; (d) aspects of the Software that are trade secrets include, but are not limited to, the series of instructions or statements that comprise the computer programs, the systems design, modular program structure, system logic flow, file content, video and report formats, coding technique and routines, file handling and special search techniques, implementation of function keys, video screen and date handling, and report generation; and (e) to keep the software products confidential and use its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the software products or accompanying documentation. 7. CLIENT shall not perform decompilation, disassembly, translation or other reverse engineering on the Software. CLIENT shall not modify the Software. If CLIENT modifies the Software, TYLER will not support or correct errors in the modified Software or other Software affected by the modifications. 8. CLIENT shall not copy or duplicate any version of the Software, whether physical, magnetic, or othennrise. Notwithstanding the foregoing, CLIENT may copy the computer software, at its own expense, for the purpose of providing up to three (3) back-up copies, provided that CLIENT (a) includes in and on each partial or complete copy all notices of copyright and proprietary rights appearing in and on the Software, (b) establishes a procedure for accounting for each such copy at all times, and (c) destroys each such copy when it is no longer required. 9. Except for disclosures to its employees and disclosures treated in the following paragraph, CLIENT shall not disclose or transfer any portion of the Software or software developed with or Exhibit B Page 2 SALES AGREEMENT from the Software, whether in physical, magnetic, or any other form to any person or organization. CLIENT shall use reasonable precautions (a) to ensure that CLIENT and its employees do not make unauthorized disclosures or transfers of the Software and (b) to prevent any unauthorized person or organization from possessing, using, viewing, inspecting, examining or copying any portion of the Software at any time. Without limiting the generality of the foregoing, CLIENT shall periodically inform its employees of CLIENT's obligations regarding the Software, and CLIENT shall be responsible for breaches of this provision by such employees. CLIENT agrees to notify any other author immediately of the possession, use, or knowledge of any portion of the Software by any unauthorized person or organization. In each case in which such unauthorized activity is related to the activities of CLIENT, or an employee of CLIENT, CLIENT agrees to take all steps reasonably necessary to terminate such unauthorized activity and to retrieve any copies of the Software which are in unauthorized hands. In any legal proceeding initiated by CLIENT in connection with such activities, TYLER or any other author may assume the prosecution of such proceeding, including all costs involved with such prosecution, if such party, in its sole discretion, deems that its interests so require. CLIENT will promptly furnish TYLER or any other author full details of any unauthorized possession, use, or knowledge of the Software, and will assist in preventing the recurrence of such possession, use or knowledge. The provisions of this paragraph shall not limit in any way the rights of TYLER or any other author to recover damages or obtain other relief against CLIENT for breach of this paragraph by CLIENT or its employees. CLIENT shall keep each and every item comprising the Software free and clear of all claims, liens, and encumbrances except those of TYLER and each author and any act of CLIENT, voluntary or involuntary, purporting to create a claim, lien or encumbrance on such an item shall be void. 10. CLIENT may disclose the Software to an independent contractor retained by CLIENT in connection with its use of the Software, provided that such independent contractor has, prior to such disclosure, executed a written non-disclosure agreement with TYLER on terms and conditions acceptable to TYLER. Notwithstanding the foregoing, TYLER may elect to deny disclosure to a third party in its sole reasonable discretion. 11. In order to help preserve the confidentiality of the Software, TYLER has or may in the future provide (a) scrambled or protected code or only object code for certain portions of the Software, or (b) implement other security measures regarding the Software. CLIENT agrees not to unscramble, decode, disassemble, or decompile such items, nor to circumvent such security measures for any purpose whatsoever, without the written consent of TYLER. 12. In the event CLIENT attempts to use, copy, disclose or transfer the Software or any modification thereof in a manner contrary to the terms of this Agreement or in derogation of the rights of TYLER or any other author, whether those rights are explicitly stated, determined by law or otherwise, TYLER and each author or any of them shall have the right, in addition to any other remedies available, to injunctive relief enjoining such acts, it being acknowledged that other remedies are inadequate. In addition to the foregoing, upon such improper use, copy, disclosure, Exhibit B Page 3 SALES AGREEMENT or transfer of the Software by CLIENT, the licenses hereunder shall terminate immediately. 13. THE OBLIGATIONS AND REMEDIES OF THE PARTIES REGARDING PROPRIETARY RIGHTS WHICH ARE SET FORTH IN THIS AGREEMENT SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. C. LIMITED WARRANTY AND LIMITATION OF LIABILITY: 1. TYLER warrants during the term of the agreement that (1) all TYLER software will perform as specified in Exhibit C and services will be performed in a professional and workmanlike manner, consistent with the quality of performance of services for similarly situated clients; (2) the services and TYLER products will conform in all material respects to the specifications contained herein; and 3) TYLER will assist client with set up and implementation of products and services pursuant to the specifications contained herein. 2. The media on which the Licensed Software is provided shall be, upon delivery and installation, free of defects in material and workmanship. 3. The Licensed Software shall possess all material functions and features, and shall perform in accordance with the specifications set forth in Exhibit C and in current documentation, and to the extent that the Software does not so perform, TYLER shall fix defects and provide such other remedial services as set forth in the Software Support Agreement, which shall be the sole remedy of CLIENT. 4. The Licensed Software shall be compatible with the Operating System, application programs, CPUs, and networks specified in the recommended hardware configuration. 5. TYLER does not warrant the Software against faulty performance due to (a) failure of operating systems, compilers, interpreters, utilities or other software not supplied by TYLER, to perform according to their respective specifications or (b) damage to any software or data caused by any software not supplied by TYLER. Portions of the Licensed Software may have been developed by and may be the proprietary property of a third party (the "Third Party Software"). TYLER warrants that it has the legal right to license such Third Party Software and all warranties related to such Third Parry Software shall pass through to CLIENT. 7. TYLER warrants that it possesses all legal rights to the software developed by TYLER that is supplied as part of this Agreement. THE TYLER SOFTWARE IS DELIVERED WITH THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH C ONLY. TYLER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF TYLER AND THE RIGHTS AND REMEDIES OF CLIENT SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. Exhibit B Page 4 SALES AGREEMENT D. SCOPE AND TERM OF LICENSE: The license rights to use the Software granted to CLIENT are non-exclusive and are subject to the terms of this Agreement. Such use is limited to a maximum number of runtime users or specific organizations in the CLIENT's County as defined in Exhibit C and to the preparation of data and reports for CLIENT and for other affiliated organizations, provided that the processing is done by CLIENTs personnel on CLIENTs computers or temporary substitute computers. The Software may not be used by third parties, nor may CLIENT use the Software to process data for third parties, except as may be specifically required by the duties of the CLIENTs office. E. CORRECTIONS, ENHANCEMENTS, AND NEW VERSION RELEASES: Provided that CLIENT is operating under a valid Software Support Agreement, included as Exhibit D to the Agreement, TYLER shall from time to time make available to CLIENT corrections and enhancements to the version of the Software or new version releases that are designed to improve the performance of, or add capabilities to, an existing application version of the Software. TYLER may issue such items as amendments to existing releases of the Software or may incorporate the items into new releases. New releases will be substantially compatible with earlier releases. CLIENT shall bear all costs for conversion and reprogramming necessitated by custom modifications. F. MISCELLANEOUS: 1. TYLER or any other author may at any time, without notice, modify the Software or implement a new release of the Software as reasonably necessary to provide additional software security. CLIENT agrees to install such modified Software or new release promptly after receipt. 2. In recognition of the extraordinarily confidential nature of the Software, in no event shall the Software be subject to any levy, execution, attachment, garnishment, or seizure of any kind by any creditor, receiver, trustee in bankruptcy, or any other person, party, executor, successor, or assignee. Exhibit B Page 5 SALES AGREEMENT EXHIBIT C: DESCRIPTION OF THE SOFTWARE, SERVICES, HARDWARE AND MAINTENANCE FEES Exhibit C Page 1 Eagle County, Colorado January 14th, 2008 Assessor Upgrade Price F"rice Per Annum License Fees ^ SOftWarE Q7Y Unii License Fcc Maint. Fces~ EagleAssessor Base License Fee 1 41,soo 41,800 (per installation of the master application) Optional Modules Personal Properly Module 1 8,500 8,500 Protest Tracking Module 1 8,500 8,500 Sub-Total for EagleAssessor 58,600 16,116 Migration Credit for Price Pald for AIMS+plus x$30,720) Software Total for EagleAssessor Module: $27,880 $76,116 EagleAppraiser Base License Fee (per installation of the master appliption) 1 41,600 41,600 Optional Modules Marshall 8s Swift Licensing Fees 1 3,318 3,318 Annual Fee -Fee is subject to change annually. Marshall & Swift Interface Integration 1 6,694 6,894 eagleGlS Viewer 1 8,320 8,320 Sub-Total for EagleAppraiser 59,932 15,447 Migration Credit for Price Paid for CAMA+plus t$32,448~ Software Total for EagleAppraiser Module: $27,484 $15,447 eagleweb Application Internet Access Module Installation Services for EagleWeb Installation and Implementation - 1 12,000 12,000 2,880 1 4,500 4,500 Assessor Parcel Specific Content Management Scanning, imaging ~ Content Management 1 9,000 9,000 2,160 Total for Imaging and Workflow Software: $25,500 $5,040 Page 2 Eagle County, Colorado January 14th, 2008 Price Totals (Continued) Price Per $et'VIG@3 QTY Unit Total Price Project Management 1 3,080 3,080 Analysis, Design and Site Preparation 1 8,320 8,320 Site Certification Site Certification Documentation Staging of Software 1 11,200 11,200 Software Configuration, Staging and Validation Creation of Appraisal Models - up to ten Models included Testing 8~ User Acceptance 1 8,960 8,960 Installation Services Software (and Hardware) Installation 1 5,380 5,380 EagleWeb Installation Services Training 1 22,510 22,510 System Setup On-Site Training WebEx Training 1 1,600 1,600 Go-Live 1 6,350 6,350 Go-Live Assistance and Services Production Systems Transition 1 140 140 Data Upload 1 included included Data Upload Services Image Upload 1 included included Image Upload Services Sketch Conversion 1 included included Sketch Conversion Services'" 'Sketch Conversion Services are included if the sketches reside in CAMA+plus. Otherwise, the sketches will be converted as Additional Services as defined in Exhibit A, Paragraph D. Service Totals for all quoted Applications: $67,540 ,T©tal of aN Software Licenses and Services ~ Total for all quoted Applications: $148,404 (Annum Software Support ar~d Main~en~nce Total for all quoted Applications $36,603 Page 3 Eagle County, Colorado SERVICES DESCRIPTION OF SERVICES 1. Protect Manaaement Includes estimated professional services, travel time and expenses, and per diem costs required for on-site visits as well as general project development. Project management includes communications and meetings with end user staff members for general development the specific projed; Project Plan and Schedule, Conversion Plan, InstallaftoMmplementaftan Plan, Training Plan and schedule as well as data and software testing plan and ongoing Project Management. 2. Business Analysis Includes estimated professional services required for information gathering on business processes, creafton/discussion of forms, business/plculaflon models, workflow, etc. Specify software funcftons any required modiflcaftons/enhancements. 3. Software Conflauration 8 Staaina Includes estimated professional services, travel time, expenses, and per diem costs for staging, configuration installation of configured application software and hardware quoted. Includes the creation of the following number of appraisal models for EagleAppreiser, setting up attributes, calculations, reports, etc. Number of Appraisal Models Included: 10 4. Testing and User Acceptance Includes estimated professional services for internal testing and user review/acceptance of all the software components (screens, models, current reports; forms; workflow, etc.). 5. Installation Includes estimated professional services for installation of the base software and any hardware quoted herein. Indudes conftgurefton of database and application servers. Provides for both on-site and off-sfte services. 8. Training and Imalementation Includes estimated professional services, travel time and expenses, and per diem costs for training and implementation required for a successful implementation of the projed. This line item anticipates on-site training and implementation, complete with all ancillary logistical costs. 7. WebEx Remote Training Services Includes estimated professional services for WebEx remotes treining for follow-up training and annual processes for the balance of the calendar year. 8. Go-Live Services Includes estimated professional services for Go-Live Services. 9. Production System Transition Includes estmated professional services to transiflon from a training and implementation status to a production system status. 10. Data Upload There are no charges for converting existing +plus data to EagleSoflware Applications. Estimated January 14th, 2008 Per Total Service DIem/Travel Estimated Days On- Total Cost Costs Costs Hours Site 3,080 3,080 0 22 0 8,320 7,420 900 53 3 11,200 11,200 0 80 0 8,980 8,980 0 84 0 5,380 4,480 900 32 3 22,510 18,760 3,750 134 13 1,800 1,600 n/a 18 n/a 8,350 5,800 750 40 5 140 140 0 1 0 Included Page 4 Eagle County, Colorado January 14th, 2008 11. Image Upload Included There are no charges for converting existing +plus images to EagleSoftware Appliptions. 12. Sketch Conversion Included There are no charges for converting existing +plus sketches to EagleSoftware Applications. 13. Pricfna Note Service hours have bean estimated, based on a typical Installation for a county of this size. Service hours assume that the CLIENT is able to meet their obllgaUons regarding staff availability for all scheduled training, hardware delivery dates (If ordering their own hardware), etc. Service hours could be greater or less than those quoted. Any additional hours required will be scheduled with the consent of the CLIENT's Protect Manager. Actual service hours will be billed. r ess ona erv ces o $g7,5e{p Page 5 SALES AGREEMENT EXHIBIT D: SOFTWARE SUPPORT AGREEMENT This Software Support and Maintenance Agreement (this °Support Agreement") is entered into by and between Tyler Technologies, Inc. -Eagle Division ("TYLER") and Eagle County, a governmental entity in the State of Colorado (°CLIENT°). WHEREAS, CLIENT has acquired a license to use certain proprietary software of TYLER pursuant to that certain Sales Agreement between CLIENT and TYLER, subject to the restrictions set forth in the Sales Agreement; WHEREAS, CLIENT desires to acquire certain software support and maintenance services with respect to such software, and TYLER desires to provide such services, all on the terms and conditions set forth in this Support Agreement; WHEREAS, terms not othervvise defined in this Support Agreement shall have the meaning of the terms set forth in Exhibit D, Definitions, which is incorporated by reference herein. NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which all parties mutually acknowledge, the parties agree as follows: 1. COST OF SUPPORT SERVICES: The cost of these services for the first year of this Support Agreement is $36,603 annually, which shall be paid as set forth in Paragraph 2 below and Paragraph A, General Terms & Conditions, of this Exhibit. Should TYLER be required to pay any additional fees and/or taxes associated with this contract, the appropriate amounts will be added to the invoices for the payments listed above. 2. SUPPORTED APPLICATIONS: EagleAssessor, including" Personal Property Module Protest Tracking Module EagleAppraiser Marshall and Swift License and Interface EagIeGIS Viewer Module EagleWeb Assessor Parcel specific Content Management Exhibit D Page 1 SALES AGREEMENT PAYMENT TERMS: The software support services provided under this Agreement shall be in effect for 12 months based on the following initial payment schedule: Annual Support Price $36,603 First year support for EagleAssessor and EagleAppraiser due and payable upon Verification of $31,563 the software First year support for EagleWeb and Parcel Specific Content Management due and payable upon $5,040 Verification of the software * The invoice for the first year support for EagleAssessor and EagleAppraiser will be prorated to provide CLIENT credit for any unused but paid-up support for AIMS+plus and CAMA+plus as of the time of Verification of each product. 3. TERM OF AGREEMENT: The software support services provided under this Support Agreement shall be in effect for 12 months beginning upon Verification or ninety (90) days following, as defined above in the Payment Terms. This Support Agreement shall automatically renew upon the same terms and conditions set forth under the Payment Terms, Invoicing below in Paragraph A.2. for additional twelve month periods unless 1) either party provides the other party written notice of its intent not to renew at least 30 days prior to the expiration of the then current term; or 2) TYLER and CLIENT agree to revised terms, conditions, and/or price at least 30 days prior to the expiration. CLIENT shall be notified of changes in terms, conditions and price of the renewal in writing at least 60 days prior to the expiration of the term hereof or of any renewal period and CLIENT shall have 30 days within which to decide whether to agree to TYLER's revised terms, conditions and price or not to renew the Support Agreement. 4. GENERAL TERMS AND CONDITIONS: Set forth on Paragraph A is the General Terms and Conditions of this Support Agreement, which is incorporated by reference herein. 5. Upon CLIENT's payment in full for the TYLER Software specified in the Software License Agreement, attached hereto as Exhibit B, CLIENT's irrevocable license to use the TYLER Software shall not be affected by CLIENTs decision not to renew this Software Support Agreement. A: GENERAL TERMS AND CONDITIONS FOR SOFTWARE SUPPORT 1. INITIATION OF SUPPORT: Support for all software products shall begin on the date of Verification of each software application. 2. PAYMENT TERMS; INVOICING: a). Support fees shall be due and payable within thinly (30) days of the CLIENT's receipt of an accurate and proper invoice. b). TYLER shall invoice CLIENT upon Verification of the Supported Applications as defined above and each year thereafter on the anniversary of the Verification for the forthcoming year's standard Exhibit D Page 2 SALES AGREEMENT charges and otherwise as set forth above. Payment for support services shall be due upon invoicing. c). TYLER shall also invoice CLIENT each month for any additional fees and charges accrued pursuant to this Agreement and all reimbursable expenses incurred during the previous month. d). If CLIENT fails to pay any charges within thirty (30) days of receipt of an accurate and proper invoice, CLIENT agrees that CLIENT shall pay all costs, including reasonable attorney fees, expended in collecting overdue charges. e). Prices and license fees are exclusive of all federal, state, municipal or other political subdivision, excise, sales, use, property, occupational, or like taxes now in force or enacted in the future and are therefore subject to an increase equal to any such taxes TYLER may be required to collector pay upon the sale or delivery of the Products and Services purchased or licensed hereunder. Should TYLER be required to pay any of these taxes as a result of this contract, the appropriate amounts will be added to invoices and paid by CLIENT. 3. CONFIDENTIALITY: TYLER acknowledges that during discussions with CLIENT leading up to this Agreement and during its performance, certain proprietary or confidential data of CLIENT may be disclosed to TYLER or to TYLER's employees or agents. TYLER agrees that all data not normally available through other sources may be proprietary, and will be safeguarded by TYLER with the same degree of care that it accords to TYLER's own proprietary data. In no event shall confidential information include information that (i) is publicly known or becomes publicly known through no fault of TYLER, (ii) is generally or readily obtainable by the public, or (iii) constitutes the general skills, knowledge and experience acquired by TYLER before entering into this Agreement and thereafter. 4. RISK OF LOSS: CLIENT shall be responsible for protecting its system from loss, damage or destruction. In the event of such loss, damage or destruction, the item of the system so lost, damaged or destroyed shall be replaced by TYLER at the request and sole expense of CLIENT. 5. LIMITATION OF LIABILITY. Except as noted in Section 10(I) herein, relating to Colorado Revised Statutes §8-17.5-102, TYLER's total liability to CLIENT for any loss, damage or claim shall not exceed the total amounts paid to TYLER under this Support Agreement. Except as provided in Section 10(I) herein, TYLER shall not be liable for (i) any special, indirect, incidental, or consequential damages; or (ii) any damage resulting from loss of use, data or profits. Except as provided in Section 10(I) herein, CLIENTs remedies against TYLER shall be limited to either (i) replacement or repair of any defective products or services, or, (ii) a refund of all sums paid by CLIENT to TYLER for the defective products or services and for any other goods or services rendered substantially worthless because of the defective products or services, the selection of which shall be in TYLER's sole discretion. 6. INDEMNITY FOR INJURY TO PERSONS OR PROPERTY: TYLER shall release, indemnify, defend and hold harmless CLIENT from any and all liability, loss or damage, including reasonable costs of defense, that they may suffer as a result of claims, demands, actions, or damages to any and all persons Exhibit D Page 3 ., SALES AGREEMENT or property to the extent that such results from the gross negligence or intentional acts of TYLER, its officers, agents or employees. This indemnification shall not apply to the extent such claims, demands, actions, or damages result ftom the acts or omissions of CLIENT, its officers, agents or employees. This indemnification shall survive the termination of this Support Agreement. To the extent permitted by the laws of the CLIENT's state of domicile, CLIENT shall release, indemnify, defend and hold harmless TYLER from any and all liability, loss or damage, including reasonable cost of defense, that TYLER may suffer as a result of claims, demands, actions, or damages to any and all persons or property to the extent that such results from the gross negligence or intentional acts of CLIENT, its officers, agents or employees. This indemnification shall not apply to the extent such claims, demands, actions, or damages result from the acts or omissions of TYLER, its officers, agents or employees. This indemnification shall survive the termination of this Support Agreement. 7. TERMINATION: Termination of this Agreement shall not affect either party's pre-termination obligations and any such termination is without prejudice to the enforcement of any undischarged obligations existing at the time of termination. 8. WORKING SPACE: CLIENT shall provide TYLER with sufficient working space, time, and access to CLIENT's personnel and computer systems so that TYLER may support the system(s) specified herein. 9. FORCE MAJEURE: Either party shall be excused for reasonable delay or reasonable failure to perform its obligations hereunder for causes beyond its control, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, illness, acts of public enemy, war, rebellion, riot, terrorism, sabotage, transportation delays, labor disputes, acts of God, acts of federal, state, or local governments or any agency thereof, judicial action or other causes beyond its control. 10. MISCELLANEOUS: a). ASSIGNMENT: This Support Agreement may not be assigned by CLIENT. TYLER may not assign this Support Agreement without the prior written consent of CLIENT, which consent shall not be unreasonably withheld. b). NOTICE: All notices which CLIENT or TYLER may have cause to give to the other shall be delivered in writing to the address set forth on the signature page hereto (or other address as notified in writing by the parties) via overnight delivery, hand delivery, or facsimile followed with an original via certified mail, effective upon receipt or three days after sending, whichever is earlier. c). APPLICABLE LAW: This Support Agreement shall be governed by and construed in accordance with the laws of CLIENTs state of domicile. Exhibit D Page 4 a , SALES AGREEMENT d). DISPUTE RESOLUTION: In the event of a dispute between the parties under this Support Agreement pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association. e). SEVERABILITY: If any provision of this Support Agreement is held to be void or unenforceable by the courts in connection with litigation over this Support Agreement, the validity of the remaining provisions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular provision held to be void or unenforceable. f). LEGAL EXPENSES: If attomeys' fees or other costs are incurred to secure performance of any obligations under this Support Agreement or to establish damages for the breach thereof or to obtain any other appropriate relief, whether by way of prosecution or defense, the prevailing party shall be entitled to recover reasonable attomeys' fees and costs incurred in connection therewith. g). AMENDMENT: This Support Agreement may be amended only by a written document executed by all parties hereto. h). GOVERNMENTAL PURPOSE: CLIENT acknowledges that it is entering into this Support Agreement for a governmental purpose. i). NO JOINT VENTURE: Nothing contained in this Support Agreement shall be construed to imply that a joint venture or partnership is created by and between the parties hereto. j). DOCUMENTS CONSTRUED TOGETHER: The documents constituting this Support Agreement are intended to be complementary so that what is required of one of them shall be binding as if called for by all of them. k). BUDGETING AND APPROPRIATION. Funds equal to or in excess of the contract amount will be budgeted and appropriated for any project or services described in any Agreement entered into hereunder. Notwithstanding anything to the contrary contained in this AGREEMENT or any statement of work entered into hereunder, no charges shall be made to CLIENT, nor shall any payment be made to TYLER in excess of the amount agreed upon for any work done without the express written approval of Eagle County, in accordance with a budget adopted by the Board of County Commissioners, in accordance with the provisions of the Colorado Revised Statutes. The parties recognize that CLIENT is a governmental entity and that all financial obligations beyond a current fiscal year or subject to funds being budgeted and appropriated. Exhibit D Page 5 ~! SALES AGREEMENT I). PROVISION MANDATED BY COLORADO REVISED STATUTES §8-17.5-102; PROHIBITIONS ON PUBLIC CONTRACTS FOR SERVICES. i) TYLER shall not knowingly employ or contract with an illegal alien to perform work under this agreement; or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this agreement. ii) TYLER shall confirm or attempt to confirm through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that TYLER does not employ any illegal aliens. If TYLER is not accepted into the Basic Pilot Verification Program prior to entering into this Agreement, TYLER shall apply to participate in the Program every three months until the contractor is accepted or the services provided under this Agreement have been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: https://www.vis-dhs.com\employerregistration. iii) TYLER shall not use the Basic Pilot Verification Program procedures to undertake pre- employment screening of job applicants while services under this Agreement are being performed. iv) If TYLER obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, TYLER shall be required to: a) Notify the Subcontractor and the County within three days that TYLER has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and b) Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that TYLER shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. v) TYLER shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. vi) If TYLER violates these prohibitions; the County may terminate the contract for a breach Exhibit D Page 6 •, SALES AGREEMENT of the contract. If the contract is terminated specifically for breach of this prohibition on public contracts for services provision, TYLER shall be liable to the County for actual damages and for consequential damages, as provided by Colorado law. B: SUPPORT TERMS During the term of this Support Agreement, TYLER shall provide the following services in support of the Software, during the hours described in the CLIENT's project documentation. 1. GENERAL: a). TYLER shall maintain a trained staff capable of rendering the services set forth herein. b). TYLER shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to TYLER in accordance with TYLER's standard reporting procedures. TYLER shall initiate work in a diligent manner toward development of an Error Correction using the procedures outlined in Paragraph B.5, Problem Correction Procedures, below. Following completion of the Error Correction, TYLER shall provide the Error Correction through a "fix" consisting of sufficient programming and operating instructions to implement the Error Correction as soon as practicable. c). Support includes toll-free telephone software support; remote Intemet access software support and all Software enhancements and bug fixes. Should an on-site visit be required to resolve a software problem, CLIENT will be charged only for pre-approved travel and associated expenses per the then current TYLER's Prefen-ed Rate Schedule. All time spent in resolving the software problem is covered by this Agreement. d). In the event that the CLIENT modifies the operating environment from the one installed, configured and recommended by TYLER and the system becomes unsupportable, the CLIENT is responsible for all labor, travel and associated expenses at TYLER's then current Preferred Rate Schedule in order to return the operating environment to a stable and supportable condition. e). CLIENT is responsible for all database trouble-shooting and administration duties. All database issues that require intervention by TYLER DBAs after Verification are billable and will be invoiced at a rate based on the then-current Preferred Rate Schedule. A signed work order is required before the work can commence. 2. SUPPORT ACCESS: a). TYLER: TYLER shall maintain a telephone and Intemet support center that allows CLIENT to report system problems and seek assistance in use of the supported Software. b). CLIENT: CLIENT shall make available to TYLER access via a symmetric high-speed Intemet connection, 512 Kb/S or faster, for System support. CLIENT shall install or allow TYLER to install communication software designated or approved by TYLER and allow TYLER remote access via a high-speed Intemet connection for purposes of analyzing and updating the System and correcting Exhibit D Page 7 .~ SALES AGREEMENT problems. CLIENT shall provide TYLER wfth access to all TCP/IP ports on any systems that host the TYLER application infrastructure. Failure by CLIENT to provide or maintain adequate Internet access, including provision for high-speed information transfer, may result in additional support fees or, in circumstances where low-speed connections are deemed to be obstructing TYLER in its efforts to carry out support functions, in termination of this Support Agreement, at MER's discretion. 3. REPORTING PROCEDURES: CLIENT must use all reasonable efforts to report problems covered by the Support Agreement to TYLER in accordance with the following standard reporting procedures: a). All problems with supported software should be reported to TYLER support personnel as soon as practicable after the problem is discovered. Notification of such problems may be directed to: (i) TYLER's on-line support reporting system, which is the preferred notification method; (ii) designated toll-free telephone support numbers during Normal Business Hours; or (iii) by a-mail to designated e-mail support addresses. b). If possible, CLIENT shall ensure that the reporting of the problem to TYLER will be undertaken by (or at least involve) the user who actually experienced the problem. c). If possible, CLIENT shall ensure that the problem will be reported while it is still on the user's workstation. 4. BACKUPS: CLIENT is responsible for maintaining current backups of all data and images according to the backup procedure recommended by TYLER during implementation. This procedure includes a backup schedule, tape rotation requirements, Verification of successful backups and off-site storage provisions. 5. PROBLEM CORRECTION PROCEDURE: Because software/application based errors are not all alike in severity and impact on operations, TYLER utilizes the prioritization plan outlined below for organizing and queuing software support calls. a). Priori 1 -Urgent: CLIENT'S software application is inoperative or emission-critical portion of the software is inoperative. The inability to use the application has a critical impact on CLIENT's operations. Problems assigned a Severity 1 are understood to be those problems that block the CLIENTs ability to perform one or more critical business functions. Response Goal: within 30 minutes. b). Priori 2 -Important: The software application is partially inoperative and the inoperative portion has a less critical impact on CLIENT's operations than Severity 1 errors. This category includes general questions concerning software operation. Response Goal: Within 2 hours c). Priori 3 -Normal: The software is usable with limited functions. The error condition is not critical to the continuing operation of CLIENT's system and does not interfere with critical Exhibit D Page 8 ~, SALES AGREEMENT business functions. This category includes long-range requests, comments and "wish list" suggestions. Response Goal: within 1 business day. d). Priority 4 -Not Time Critical. This category includes long-range requests, comments and "wish list" suggestions. Response Goal: one week. 6. ESCALATION: If CLIENT is not satisfied with the resolution to any problem provided by TYLER software support, whether with the quality of the solution provided or its promptness, CLIENT may contact the Support Manager assigned to the CLIENTs account and this support manager will take action as quickly as possible to provide a solution. If the resolution provided by this manager is still deemed unsatisfactory, CLIENT may seek assistance as necessary from TYLER's upper management. The following is the escalation order for TYLER support: 1. Application Specialist is the first line of support 2. Product Support Manager 3. Product Manager 4. Division President Your Application Specialist can give you the names, phone numbers and a-mail addresses for the escalation contacts. 7. ENHANCEMENTS: To the extent that CLIENT maintains uninterrupted annual maintenance with TYLER, CLIENT will retain full upgrade rights to future releases of licensed software modules free of additional licensing costs. 8. CLIENT REQUESTED MODIFICATIONS: In the event that TYLER is requested by the CLIENT to provide modifications to existing Software during the term specified herein, unless otherwise specified herein, and TYLER agrees to provide the modifications requested by CLIENT, CLIENT will be charged for programming per the then current TYLER Preferred Rate Schedule. TYLER shall consider and evaluate the development of Enhancements for the specific use of CLIENT and shall respond to CLIENTs requests for additional services pertaining to the Software, provided that such assistance, if agreed to be provided, shall be subject to the then current TYLER Preferred Rate Schedule. Exhibit D Page 9 ~. SALES AGREEMENT C: PREFERRED RATE SCHEDULE This fee schedule applies to services provided by TYLER to CLIENT that are not contemplated under the terms of the Support Agreement, or which are being delivered as custom services or enhancements apart from the standard support services. These services shall be provided at the following rates, which TYLER may change on thirty days written notice to CLIENT: Professional Services (remote or on-site): $140 /hour Per Diem and/or Travel Expenses: $355 per diem (rental car, hotel, meals and incidentals, e.g. telephone charges) plus travel time of $75/hour and travel expenses (airfare or mileage). Travel arrangements shall always be made in the best interests of CLIENT. D: DEFINITIONS Enhancement refers to any modification or addition that, when made or added to the Software, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Error is any failure of the Software to conform in all material respects to the functional specifications and/or user documentation of the Software. However, any non-conformity resulting from CLIENT's misuse or improper use of the Software or combining or merging the Software with any hardware or software not supplied by TYLER, or not authorized to be so combined or merged by TYLER, shall not be considered an Error. Error Correction is either a software modification or addition that, when made or added to the Software, establishes material conformity of the Software to the functional specifications and/or user documentation, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on CLIENT of such nonconformity. Normal Business Hours are the hours defined in the CLIENTs project documentation. Software refers to each of the computer software products described herein. Each software module consists of both computer software and software documentation (e.g., user manuals, technical manuals, system manuals, keyboard function strips, and like items). Additions, corrections and enhancements of Software also fall within the definition of Software. "Software" refers both to the intangible information comprising the products and, as the context requires, every copy of the information. Exhibit D Page 10 ++° . EXHIBIT E SUPPLEMENTAL ITEMS As part of this Agreement, TYLER will provide the following enhancements to EagleWeb, at no cost to the CLIENT: 1. Query for low and high range for actual value. 2. Query for low and high range for acres. Query a low and high range for area in square feet. Query a low and high range for year built. 5. Query by a subset of abstract codes (i.e., commercial, residential, agricultural, etc.). 6. Provide a link from EagleWeb to send the parcel number to Eagle County's GIS web query tool. 7. Provide a service to receive the parcel number from Eagle County's GIS web tool and query the data within EagleWeb. Exhibit E Page 1