HomeMy WebLinkAbout2018-209-E Human Resources - Tyler Technologies docoriginDocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
AMENDMENT
This amendment ( "Amendment ") is made effective on the date of Client signature below ( "Effective Date ") by and
between Tyler Technologies, Inc., a Delaware corporation with offices at One Tyler Drive, Yarmouth, ME 04096
( "Tyler ") and the Client identified in the signature block below ( "Client").
WHEREAS, Tyler and the Client are parties to an agreement (the "Agreement "), which Agreement included an Adobe
End User License Agreement ('EULA"), either upon execution or by amendment, for functionality embedded into Tyler's
proprietary Tyler Forms product; and
WHEREAS, Tyler now uses DocOrigin software to provide the same embedded functionality as previously provided by
Adobe in the Tyler Forms product; and
WHEREAS, DocOrigin software is provided as third-party software subject to a DocOrigin End User license Agreement
( "EULA ");
NOW THEJZEFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows:
1. The Adobe EULA shall be replaced with the DocOrigin EULA, attached to this Amendment at Exhibit l .
2. Client shall be installed on a version of the Tyler Forms product that relies on the DocOrigin functionality, which
functionality is licensed to Client according to the terms of the DocOrigin FULA.
3. All references to "Adobe" in the Agreement shall be understood as references to DocOrigin.
4. All generic references to a third -party software "Developer" shall be understood as references to DocOrigin, to
the extent the references are made in connection with the embedded functionality within the Tyler Forms product,
5. Client owes no additional fees to Tyler as a result of the transition from Adobe to DocOrigin, beyond the
associated fees already set forth in the Agreement.
6. All other terms and conditions of the Agreement, and this Amendment shall be governed by and construed in
accordance with those terms and conditions.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc.
GocuSigned by:
I3y.• BBB7231CF39341B...
Name: Robert Kennedy - Jensen -
Orange County, NC
Doc uSigned by:
66ltiVt.tt, N *i& tLrst"
l3y :_ 6637994B755E477...
Name, Bonnie Hammersley
Title: Senior Corporate Attorney Title: County Manager
Date: 6/15/2018
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
• ���_ tyler
••••g
• technologies
Exhibit 1
DocOrigin End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING
AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT
LIMITATIONS ON REPRESENTATIONS, WARRANTIES„ CONDITIONS, REMEDIES, AND LIABILITIES.
DocOriain
SOFTWARE LICENSE
IMPORTANT -READ CAREFULLY: This End -User License Agreement ( "Agreement" or "EULA ') Is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as
"You ") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any
associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses
any software updates, add -on components, web services and/or supplements that may be provided to you or made
available to you after the date you obtain the initial copy of the Software to the extent that such items are not
accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms
from your distributor, those terms will take precedence over any conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not Install, access or use the Software; instead, you
should remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
1. LICENSE TERMS
1.1 In this Agreement a "License Key" means any license key, activation code, or similar Installation, access or
usage control codes, including serial numbers digitally created and or provided by OF Software Ltd.,
designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants
You a limited, royalty -free, non - exclusive, non - transferable license to download and install a copy of the
Software from www.docorigin.com on a single machine and use it on a royalty -free basis for no more than
120 days from the date of installation (the "Evaluation period "), You may use the Software during the
Evaluation Period -solely for the purpose of testing and evaluating It to determine if You wish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end on
expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. Wit be under no
obligation to regrew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the
terms of this Agreement and will be Issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you
under an evaluation license will have a 'spoiler' or watermark on the output document. Documents
generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler'
produced. You are not permitted to remove the watermark or'spoller" from documents generated using the
software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of
this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to
your breach of the terms of this Agreement), non - exclusive, non - transferable, worldwide non- sublicenseable
license to download and Install a copy of the Software from www.docorigin.com on a single machine and
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
use for development and testing to create collateral deployable to Your production system(s). You are not
entitled to use a development and testing license for live production purposes.
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and
resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement,
OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of
the terms of this Agreement), non - exclusive, non- transferable, worldwide non- sublicenseable license to use
the Software in accordance with the license type purchased by you as set out on your purchase order as
further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with
an approved distributor of the Software, and approved by OF Software, the default license to the Software is
a per-CPU license as described in A. below:
A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is consider one (1) CPU., and
any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on
which the Software is installed shall be deemed to operate the Software unless You configure that
computer (using a reliable and verifiable means of hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer.
13. Per - Document. This is defined as a fee per document based on the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance a batch of invoices for 250 customers may contain 1,000 pages, this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per - Surface. This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF),
each page placed in the file is considered a surface. A document may contain 1 or more surfaces.
For Instance a batch of invoices for 250 customers may contain 500 pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchaser) as a failover in the event of lass of use of the production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for production simultaneously with a production license with which It is paired.
1.6 Backup Copies. After Installation of the Software pursuant to this EULA, you may store a copy of the
Installation files for the Software solely for backup or archival purposes. Except as expressly provided in this
EULA, you may not otherwise make copies of the Software or the printed materials accompanying the
Software.
1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party
software is; delivered to You with the Software, Included In the Software download package, or referenced in
any material that is provided with the Software, then such separate license agreement shall govern Your use
of that item or version of Third -Party Software. Your rights in respect to any third-party software, third -party
data, third -party software or other third -party content provided with the Software shall be limited to those
rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third -party software are granted to You.
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You. You may
not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party
(including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining the written
agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement. You
further agree not to (1) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software, or (iii) use the Software to operate or as a part of a time- sharing service,
outsourcing service, service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer, decompile, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software
from the DocOrigin website www.docorigin.com. Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to
discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing
terms, release dates, general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that will unlock the more
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that
version of the Software.
4, INTELLECTUAL PROPERTY RIGHTS.
This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd.
or DocOrigin. All title and Intellectual property rights in and to the Software, the accompanying printed materials,
and any copies of the Software are owned by OF Software Ltd. or Its suppliers. All title and intellectual property
rights in and to the content that is not contained in the Software, but may be accessed through use of the
Software, is the property of the respective content owners and may be protected by applicable copyright or other
Intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software
contains docum6ntation that is provided only in electronic form, you may print one copy of such electronic
documentation.
5. DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL_
SUPPORT PROVIDED BY OF SOFTWARE LTD. HEREUNDER ARE PROVIDED ON AN "AS is" BASIS AND
THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN
OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS
AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD.
OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON - INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
6. LIMITATIONS OF LIABILITY.
6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL., PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF 'BUSINESS, LOSS OF PROFITS, LOSS
OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF
OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR
SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO
THE SOFTWARE ANi] TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY
OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND
REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING
FUNDAMENTAL BREACH OR NEGLIGENCE, WiLL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS
PAID BY YOU FOR THE SOFTWARE, TECHNICAL. SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.
6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT
THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
7.2 OF Software Ltd. may terminate this Agreement In the event of any breach by You if such breach has not been
cured within five (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any
amounts paid by You to OF Software Ltd. or its applicable distributor or reseller or affect any obligations You
may have to pay any outstanding amounts owing to OF Software Ltd. or its distributor.
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement.
Within five (5) days of termination or expiration of this Agreement, You shall purge all Software and all copies
thereof from all computer systems and storage devices on which It was stored, and certify such to
OF Software Ltd.
8. GENERAL PROVISIONS
8.1 No Waiver. No delay or failure In exercising any right under this Agreement, or any partial or single exercise of
any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or Implied term set out In this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision,
8.2 Severablllty. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect.
8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or
otherwise) without OF Software Ltd.'s prior written consent. OF Software Ltd, may assign this Agreement at any
time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their
respective successors acid permitted assigns.
8.4 Governing Law and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No
choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of
the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of
or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or
proceeding.
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and
OF Software Ltd. with respect to the subject matter hereof, and It supersedes all prior negotiations, commitments
and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or
otherwise modified by OF Software Ltd. from time to time and the most recent version of the Agreement will be
available on the OF Software website www.docorigin.com.
Last Updated: [July 18 2013]
MUNIS
A TYIER IE INMOGlES COMPAW
System Agreement
Falmouth, Maine 04105
Orange County
129 Fast King 5t.
P.O. Box 8181
MN5Q19 -4
fW la/6/o�-
AGREEMENT
This Agreement made this 10th day of Decemb-er 2002 between MUNIS, a Maine Corporation, with offices at 370 U.S. Route 1, Falmouth,
Maine 04105 ( MUNIS) and the drange Count! , with its principal offices at 132 East King Street. Hillsborougb,
,NC 27278 (Client ).
MUNIS and Client agree as follows:
MUMS shall furnish the products and services as described in this Agreement, and Client shall pay the prices set forth in this Agreement
MUNIS shall mail invoices to Client at the above address to the attention of Pam Jones.
2. This Agreement consists of this Cover and the following Attachments and Exhibits:
Section A. Investment Summary
Section B. Software License Agreement Addendum, A
Section C. Professional Services Agreement Exhibit 1 - Verification Test
Section D. Maintenance Agreement Exhibit 2 - Internal Project Management
Section E. 'Third Party Product Agreement
3.
The License Fees set forth in the Investment Summary are based on defined category levels. Placement within a category is based on the size of
the organization serviced and measured by such factors as operating budget, number of employees, and the number of bills generated for utilities
or taxes. The license described in the Software License Agreement is granted at the following category levels ):
Group of Software products Category
Financials
Human Resources
Revision
E 2002
C 2002
IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Agreement hereunto executed this Agreement
effective as of the date last set forth below.
MUNfB;
By:
o S. Marc, Jr.
sident
Date:
Client:
Oirsm2e Countv
By:
■ ■ILi.1��ctre� W • �i �f Wi'7,, C.d�ri r',�
Date: t 2 1 (--) /Q-1—
2 of 14.
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MUNIS
A TYLER 7ECHNOtOG1ES COWAW
Prepared for:
Grange County
129 East King St.
P.O. Box 8181
Hillsborough,NC 27278
Attention: Pam Jones
Product
Model # Qty Description
Section A - Investment Summary
BY: Lee Horne
Date: 12/11/02
RFP #
Contract # MN5019 -4
Rev. mate: 12/11 /02
Software Maintenance Consulting Implement Conversion
Price Extended MA MA 1_xt Days $/Day Days $ /Day Price
AGE
1 Accounting, General Ledger, Budgeting, Accounts Payable
$65,000
$65,000
$11,700
$11,700
4 $1,100
12
$850
$6,700
PO -E
1 Purchase Orden
$20,000
520,000
$3,600
$3,600
2 $1,100
5
$854
$1,800
BQ -E
1 Bids &Quotes
$10,000
$10,000
$1,800
$1,800
I $1,100
4
$850
RQ -E
I Requisitions
$15,000
$15,000
$2,700
52,700
2 S1,100
7
$850
PA -E
I Project Accounting
$16,540
$16,500
$2,974
52,970
2 $1,I00
4
$850
FA -E
I Fixed Assets
$20,000
520,000
$3,600
$3,600
2 $I,100
4
$850
$3,600
AT -C
I Applicant Tracking
$5,000
$5,000
$900
$900
2
$850
PR -C
I Payroll
$12,040
$I2,000
$2,160
$2,160
3 $1,140
10
$850
$7,560
PM -C
1 Personnel Management
$9,000
$9,000
$1,620
$1,620
1 $1,100
6
$850
CRW -E
1 MUMS Crystal Reports
$14,000
$I4,000
$3,500
$3,500
3
$850
l North Carolina Sales Tax
$5,000
$5,000
$904
$900
MO -E
I MiJMS Office
$I5,ODO
$15,000
$2,700
52,700
1
$850
MOL-V
1 MUMS OnLine Vendors
$0
$ I0,500
$10,500
MOO --EM
I MUMS OnLine Employees
$0
$10,500
$10,500
Totals $206,500 $59,150 17 $18,700 58 549,300 519,660
3 of 14.
Client Orange County Attention. Pam Jones Cantract # MN5019
Third Party Hardware & System Software
Model #
Qty /Users Description -
Price
Extended
MA Price
MA Extend
IDS
50 IDS Server Work Group
$304
$15,000
$60
$3,000
GUI
50 MUNIS GUI Runtime
$300
$15,000
S60
$3,000
FORMUNIS
I Formunis Software Package
$9,000
$9,000
$2,500
$2,500
FORMUNIS
I Formunis Finance Forms Library (x- Format custom farms
$6,000
'$6,000
VPN
$0
Total Hardware & System Software
$45,000
I LTeraung System / L)atabase support (6 months) $0
MA
$8,500
Total Other $89,550
4 of 14.
OS/Database Services
$0
MA $4,769
Other Professional services
Model #
Qty Description
Price/EA,
Price Ext
SAS -E
I System Administration and Security
$850
$850
SW -INS -NT
I Software Load and Test
$5,000
$5,000
1 System Software Training
$5,500
$5,500
FORMUNIS
2 Formunis Installation (2 days)
$1,500
$3,000
VPN
1 VPN Device Installation
$3,000
$3,000
TRVL.
1 Estimated Travet Expenses
$15,000
$15,000
521nternal Project Management
$1,100
$57,200
Total Other $89,550
4 of 14.
client: Orange County
Attention: Pam .Tunes
Conversion Options And Prices
Contract# MN5019 -4
Model # Cony Price
Std: Excel Std; Open
Std: Master, GL
Sod: Employee
Spreadsheet Purchase Orders
Accounts and
Master,
Conversion, (HcaderlDetail)
Funding Source,
Addresses,
AP Vendors,
Opt L• Purchase
Opt 1:
Q Remittance
History,
Deductiors,
P Addresses, 1099
Opt 2: History
Retirement, Bond
iT Amounts
❑
Information,
I GL Opt 1: GL
2 Z
Opts 2: Recurring
Balances up to 3
$1,200®
Pay,
'O yrs
❑
Opt 3: Accruals,
M GL Opt 2:
❑
Opt 4;
S Budget up to 3
$1,200❑
Accuinalators,
yrs
'$420❑
Opt 5: Check
AP Opt 1: Check
❑
History,
History (Header,
❑
Opt 6: Earnings
,Detail)
❑
& Deductions
AP Opt 2:
❑
History,
Invoices (Header,
[]
Opt 7: Applicant
Detail)
5 ❑
Tracking
Std Z
$2,450M
$1,600M
$1,8009
$840❑
❑
❑
❑
❑
❑
I E
$625❑
19
$6009
$1,26071
❑
❑
❑
❑
❑
2 Z
$625❑
2
$1,200®
$840❑
❑
❑
❑
❑
❑
❑
3 Z
$1,200❑
❑
z
'$420❑
❑
❑
❑
❑
❑
❑
49
$1,8000
❑
9
$1,260❑
❑
❑
❑
[]
5 ❑
❑
❑
�X
$840 ❑
❑
❑
❑
❑
❑
❑
6 ❑
❑
❑
z
$840' ❑
❑
❑
❑
❑
❑
❑
7 ❑
❑
❑
Z
$1,260❑
❑
❑
❑
❑
❑
$6,740
51,840
$3,640
$7,560
5of14.
Client Orange County
Attention:Pam Jones
SUMMARY Total Application Software
Total Hardware & System Software
OS/Database Services
Total Consulting
Total Implementation/ Training
Total Conversion
Total Other
Total Charges
FEES MAINTENANCE
$206,500 $59,150
$45,000 $8,500
$0 $4,769
$18,700
$49,300
519,660
$89,554
$428,710 $72,419
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Note: Taxes not included. cfl
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Total Quote $42 plus Annual SupportlMaintenance a
- ��4)j m
Item
Description
CM -E
Contract Management
IN -E
Inventory
WO -E
Work Orders
BMI -E
Interface to BMI Asset Tracking System
AT -C
Applicant Tracking
AR -E
Accounts Receivable/Cash Receipting
GB -E
General Billing
BL-E
Business Licenses
PT -B
Parking Tickets
3S -E
Jury Selection (NC)
VS -E
Vital Statistics
PI -E
Permits & Cade Enforcement
PENS -C
Pension Tracking
TIME -C
Timekeeping 'Interface - Kmnos
2
(MMS Side Only) For other interfaces call.
Optional Items CD
Consulting Implementation CD
Pffeire KA Days Days
$10009
$1800
1
4
$21000
$3780
2
5
$21000
$3780
2
5
$3500
$630
1
$5000
5400
2
$18000
$3244
2
6
$9000
SI620
1
4
$18000
$3240
2
6
$10000
$2500
1
5
$4000
$2250
1
4
$18000
$4500
2
5
$35000
$7000
2
12
$6000
$1080
I
$3000
$540
1
MUNIS Optional Item Prices will be held firm for a period of 480 days after contract signing. Third party products will be priced as of the time of order.
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General Payment Terms
1. Client will pay to MIMS an initial deposit upon execution of this Agreement that equals 25% of the Application and System Software License Fees, 25% of the Application Software and System Software
Maintenance Fees, and 25% of the Third Party Product Maintenance Fees;
2. Client will pay a second installment to MUNIS upon delivery of the software products that equals 50% of the Application Software License Fes and 75% of the System Software License Fees, and 75% of the
Application Software and System Software Maintenance Fees, and 75% ofthe Third Party Product Maintenance Fees;
3. The remaining25% balance of the MUNIS Application Software Fees shall be paid after (a) Client's verification ofthe software products as outlined in Exhibit 1 of this Agreement, (b) Client's Completion of its own
validation process, or (c) CIient`s live processing. In no case, shall this period exceed sixty (60) days after delivery.
4. Services shall be billed as delivered plus expanses and are due and payable net 30 days.
Section B - Software License Agreement
1) Software Product Llcense.
a) Upon Clients payment for the software products listed on the cover of this Agreement, for the license fees set forth in the Investment Sununary, MUNIS shall grant to Client and Client shall accept from MUNIS a
not•exclusiM nontransferable, momassignable license to use the software products and accompanying documentation and related materials for internal business purposes of Client, subject to the conditions and
limitations in this Software License Agreement
b) Ownership ofthe software products, accompanying doctuneotation and related materials, and any modifications and enhancements to such software products and any related interfaces shall remain with MUNI&
c) The software products are not licensed to perform functions or processing for subdivisions or entities that were not considered by MUNIS when MUNIS placed Client in the categories listed on the cover of this
Agreement
d) The right to transfer this license to a replacement hardware system is included in this Software License Agreement. The oust for new media or any repaired technical assistance to accommodate the transfer would be
billable charges to Client. Advance written notice of any such transfer shall be provided to MUMS.
e) Client agrees that the software products, any modifications and enhancements and any related interfaces are proprietary to MUMS and have been developed as a trade secret at MLt"PIIS' expense. Client agrees to keep
the software products confidential and use its best efforts to prevent any misetae, unauthorized use or unauborized disclosures by any party ofany or all of the software products or accompanying documentation.
f) The software products may be modified, but such modification shall be only for the use on Client's system and shall not cause Client or anyone performing such modification to gain any proprietary or other intereat in
the software products or such modifications. Client shall not perform decompilation, disassembly, translation or other reverse engineering on the software products. If Client has made modifications to the software
products, MUNIS will not support or correct errors in the mollified software products, tmless modifications were specifically authorized in writing by M( NIS.
S) Client may make copies of the software products for archive purposes only. Client will repeat any proprietary notice on the copy of the software products, The documentation accompanying the software products
may not be copied except for internal use.
h) The term of the &cense granted by this Section shall be perpetual.
i) MUNIS maintains an escrow agreement with an Escrow Services Company under which MUNIS places the source code of each major release. At Client's request, MUNIS will add Client as a beneficiary on its
escrow accounr. Client will be invoiced the annual beneficiary fee directly by the Escrow Services Company and is solely responsible for maintaining its status as a be:neficiaty]
2) License Fees.
a) Client agrees to pay MUNIS, and MUMS agrees to accept from Client as payment in full for the license herein, the total sum ofthe MUMS license fees set forth in the Investment Summary
b) The license fees listed in the Investment Summary do not include any tax or othergovermnental impositions including, without limitation, sales, use or excise tact. Ail applicable sales tax, use tax ore xcisc tax shall be
paid by Clicmt and shall be paid over to the proper authorities by Client or reimbursed by Client to MUDIIS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If
tax exempt, Clieot mustprovide MUNIS with Client's tax exempt number or form
c) In the spent of any disputed invoice, Client shal l provide written notice ofsuch disputed invoice to Attention: MUNIS Chief Financial officer at the address listed nn the cover of this Agreement. Such written notice
shall be provided to MUNTS within fiftecia (15) days. An additional fifteen (IS) days is allowed for the Client to provide written clarification and details for the di spitted invoice. MUNIS dull provide a written response
to Clieot dint shall include either a justification of the "invoice or an explanation ofan adjustment to the invoice and so action plan that well outline the reasonable steps needed to be taken by MUMS and Client to
resolve any issues presentees in Clients motificadon to MEWLS. Client may withhold payment of only the amount actually in dispute until MUNIS provides the required written response, and full payment shall be
remitted to MUNIS upon MUNIS' oompletion of aU material action steps required to remedy the disputed mariner, Notwithstanding the foregoing sentence. ifMUNIS is unable to complete all material action steps
required to remedy the disputed matter because Client has not completed the action steps required ofthem, Client shall react full payment of the invoice.
d) Any invoice not disputed as described above shall be deemed accepted by she Client If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUNIS reserves
the right to suspend delivery of ail services under the Investment Summary, this Software: License Agreement, the Professional Services Agm meat, the Maintenance Agreement and, if applicable, the Third Party
Product Agreement.
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3) Verification of the Software Products.
a) At the Cliem's request, within thirty (30) days after the software products have been installed on Client's system, MUNIS will test the software products in accordance with MUNIS standard verification test
procedure, by demonstrating to Client that the software products perform all ofthe functions identified in Exhibit I of this Software License Agreement, which demonstration shall constitute Client's verification that
the software products substantially comply with MUNIS' user manuals for the most current version ofthe software products and functional descriptions ofthe software found in Mi7NIS' written proposal to Cheat;
Upon such verification, Client shall pay the remaining balance of in accordance with the payment terms in Addendum A..
b) At it's option, Client's own defined internal validation process to test the software to conform to all ofthe functions identified in Exhibit I of this Software License Agreement which validation test shall constitute
Client's verification that the software products substantially comply with MUNIS' user manuals for the mast current version of the software products and functional descriptions of the software found in MUMS'
written proposal to Client Upon such validation, Client shall pay the remaining balance of in accordance with the payment terms in Addendum A..
c) Notwithstanding anything contrary herein, Client's use of the software products for its intended purpose, shall constitute Client's verification of the software products, without exception and for all purposes.
d) Verification or validation that the software products substantially comply with MUNIS' uscrmanuals for the most current version of the software products and functional descriptions n the software found in
MUNIS' written proposal to Client by Client shall be final and conclusive except for latent defect, fraud, and such gross mistakes that amount to fraud and the operation of any provision of this Agreement which
specifically survives verification. In the event said verification becomes other than final, or becomes inconclusive, pursuant to this paragraph, Client's sole right and remedy against MUNIS shall be to require
MUDS to correct the use thereof,
c) MUMS shall promptly correct any functions ofthe software products which failed the standard verification testing or failed to comply with MUNIS's user manuals for the most current version ofthe software
products and functional descriptions of the software found in MUNIS's written proposal to Client If Client has made modifications to the software programs, MUMS will not make such corrections, unless such
modifications were specifically authorized in writing by MUNIS.
4) Schedule of Verification. MUNIS will install the software products and cause the same to be verified within sixty (60) days after Client makes available to MUNIS the e q pment into which the software product
is to be loaded. MUNIS shall exercise reasonable efforts to cause the software products to be verified according to the schedule set forth in this paragraph, but MUMS shall not be liable for failure to meet said
schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of MUNIS.
5) Limited Warranty: MUMS warrants that the then current, unmodified version of the MUNIS Software Products will substantially confonn to the then cur=t version ofits published Documentation. if the
Software Products do not perform as warranted, MUNIS's obligation will be to use reasonable efforts, consistent with industry standards, to cure the defect. Said corrections will be made in ac oordance with the
MUNIS' published problem resolution priority guidelines. Should MUNIS be unable to cure the defect or provide a replacement product, Client shall be entitled to a refund for the license fee paid for application.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHM WARRANTIES, CONDITIONS AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR t3TH8RWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY
6) CCLUDED, INCLUDING, WITHOUT LIMITATION, THE lINT'L�ED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
� Limitation of Liability.
(a) In the event that the software products are determined to infringe upon any existing United States patent copyright or trademark rights held by any other person or entity, MUNIS shall defend and hold harmless
Client and its Officers, agents and employees from any claim or proceedings brought against Client and from any cost damages and expenses finally awarded against Client which arise as a result of any claim that is
based on an assertion that Client's use ofthe software products under this Software License Agreement constitutes an infringement of any United States patent, copyright or trademark provided that Client notifies
MUMS promptly of any such claim or proceeding and gives MUNIS full and complete authority, in and assistance to defend such claim or proceeding and further provided that MUNIS shall have sole
control of the defense of any c ;aim or proceeding and all negotiations for its compromise or settlement provided that MUNIS shall consult with Client regarding such defense, in the event that the software products
are finally held to be infringing and its use by Client is enjoined, MUNIS shall, at its election; (1) procure for Client the right to contintteuse of the software products; (2) modify or replace the software products so
that it becomes non infringing; or (3) iflimcurernent of the tight to use or modification or replacement can not be completed by MUMS, tenninatt the licertst For the infringing software product, and upon
termination, refund the license fns paid for the infringing software product as depreciated on a straight -lane basis over a period Of seven (7) years with such depreciation to commence on the execution ofthis
Agreement.. MUMS shall have no liability hereunder if Client modified the software products in any manner without the prior written consent of MUNIS and such modification is determined by a court ofcompetent
jurisdiction to be a contributing cause ofthe infringement or if the infringement would have been avoided by Client's use of the most current revision ofthe software products. no foregoing states MUMS' entire
liability and Clients exclusive remedy with respect to any claims of infringement of any cogytigbt patent, trademark or any property interest rights by the software products, any part thereof, or use thereof.
b) THE RIGHTS AND REMEDIES SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT ARE EXCLUSPJE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES OR WARRANTIES
EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF 1+, fERCHANT'ABILiTY, FITNESS FOR A PARTICUS AR PURPOSE AND SYSTEM
INTEGRATION.
c) In no event shall MUNIS be liable for special, indirect, incidental, consequential or exemplary damages, including without limitation any damages resulting from loss ofuse, loss of data, interruption of business
activities or failure to realize saviurgs arising out of or in connection with the use of the software products. MUNIS' liability for damages arising Out of this Software License Agreement whether based on a theory of
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contract or tort, including negligence and strict liability, shall be limited to the MUNIS license fees identified in the Investment Summary. The license fees set forth in the Investment Summary reflect and are set in
reliance upon this allocation ofrisk and the exclusion of such damages as set forth in this Software License Agreement
T) Dispute Resolution. In the event of a dispute between the parties under this Software License Agreement pertaining to pecuniary damages or losses, the matter sbalI be settled by arbitration in accordance with the
then prevailing rules of the American Arbitration Association.
8) No intended Third Party Beneficiaries. This agreement is entered into solely for the benefit of MUMS and Client. No thud party shall be deemed a bmcfciary of this agreement, and no third patty shall have the
right to make any claim or assert any right under this agreement.
9) Governing Law. This Software License Agreement shall be governed by and construed in accordance with the laws of Cgmes state of domicile.
10) Entire AgrmmenL
a) This Software License Agreement, including Exhibit I and die functional description of the software products found in MUMS' written proposal to Client, represents the entire agreement of Client and MUNIS with
respect to the software products and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this
agreement it did not rely on any representations or warranties other than those explicitly set fonb in this Software Licensc Agreement and the functional description of the software products found in MUNIS' written
proposal to Client.
b) If any term or provision of this Software License Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Software License
Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or uncaforceablc shall not be affected thereby, and each term and provision of this
Software License Agreement shall be valid and enforced to the fullest extent pertained by law.
c) This Software License Agreement may only be amended, modified or changed by written instrument signed by both parties.
11) Cancelladon or Termination. In the event ofcancellation or termination ofthis Software License Agreement, CIient will make payment to MLMS for all software products, services and expenses delivered or
incurred prior to the termination or cancellation of this Software License Agreement.
Xi) Approval of Governing Body. Client represents and warrants to MUNIS that this Software License Agreement has been approved by its governing body and is a binding obligation upon Client.
Section C - Professional Service Agreement
1) Services Provided_ MIMS shall provide some or all of the following services to Client:
a) Installation as described in the Investment Summary;
b) Conversion of Clients existing data as set forth in the Investment Summary;
c) Training/Implementation in the quantity set forth in the Investment Summary.-
d) ConsultinWAnalysis in the quantity set forth in the Investment Summary; and
e) Acceptance Testing as described in the Software License Agreement.
2) Professional Services Fees_
a) Notwithstanding specific prices to the contrary identified in the Investment Summary, alt services will be invoiced in half -day and full-day increments as delivered pits expenses.
b) Upon the completion of each service day, or gaup of days, MUNIS will present a Customer Service Report. Client will sign the report indicating acceptance of the service day and its subsequent billing, or noting
reasons for Client's uon- acceptance of such. This acceptance is final.
c) All requests for supporting documentation shall be made within thirty {3I1) calendar days of invoice delivery.
d) The rates for Acceptance Testing shall be the same as the Training(Implcmentation rates set forth in the Investment Summary.
e) The rates listed in the Investment Summary do not include any tax or other governmental impositions including, without limitation, sales, use or excise tax. All applicable sales tax, use tax or excise tax shall be paid
by Client and shall be paid over to the proper authorities by Client or reimhursed by Client to MUMS on demand in the event that MUNIS is responsible or demand is made on MUNIS for the payment thereof. If tax
exempt, Client must provide MUNIS with Client's tax exempt number or form.
f) Payment is due within thirty (3 0) calendar days of invoice.
g) In die event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention: MUMS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice
shall be provided to MUNIS within fifteen (15) calendar days of Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client ro provide written clarification and details for the disputed invoice.
MUNIS shall provide a written response to Client that shall include either a justiftcatiou of the invoice or an explanation of'att adjustment to the invoice and an action plan that will omtline the reasonable steps needed to
be taken by MUNI5 and Client to resolve any issues presented in Client's notification to MUNTS. Client may withhold paymefit of only the amount actually in dispute until MUNI$ provides the required written
response, and full payment shall be remitted to MUNIS upon MUNIS' completion of all material action steps required to remedy the disputed manner. Notwithstanding the foregoing sentence, if MUMS is unable to
complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them, Client shall remit full payment of the invoice-
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h) Any invoice not disputed as described above shall be dacmed accepted by the Client. If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUla.'IS reserves
the right to suspend delivery of all services under the Investment Summary, the Software License Agreement, this Professional Services Agreement, the Maintenance Agreement and, if applicable, the Third Party
Product Agreement.
3) Additional Service, Services utilized in excess of those set forth in the Investment Summary and additional related services not set forth in the Investment Summary will be billed at MUNIS' then current market
rate for the service as they are incurred.
4) Limitation of Liability. M[]iv tS' liability for damages arising out of this Professional Services Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to
the professional service fees identified in the Investment Summary. 'The client shall not in any event be entitled to, and MUNIS shall not be liable for, indirect, special, incidental, comccluential or exemplary damages
of any nature. The professional service fees set forth in the Investment Summary reflect and are set in reliance upon this allocation o£risk and the exclusion of such damages as set forth in this Professional Services
Agrwro enL
5) Dispute Resolution. In the event of a dispute between the parties under this Professional Services Agreement pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with
the then prevailing odes of the American. Arbitration Association,
6) No Intended Third Party Beneficiaries_ This Professional Services Agreement is entered into solely for the benefit of MUMS and Client. No third party shalt be deemed a beneficiary of this Professional
Scrvirts Agreement, and no third party shall have the right to make any claim or assert any right under this Professional Services Agreement.
7) Governing Law. This Professional Strviccs Agreement shall be governed by and construed in accordance with the Iaws of Client's state of domicile.
8) Cancellation or Termination. In the event of cancellation or termination of this Professional Services Agreement, Client will make payment to MUNIS for aii services and expenses delivered or incurred prior to
the termination or cancellation of this Professional Services Agreement,
9) Entire Agreement_
a) This Professional Services Agreement represents the entire agreement of Client and MUNIS with respect to the professional services and supersedes any prior agreements, understandings and representations,
whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did, not rely on any representations or warranties other than those explicitly set forth in this
Professional Services Agreerment.
b) If any term or provision of this Professional Services Agreemenr or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Professional
Services Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision
of this Professional Services Agreement shall be valid and enforced to the fullest extent permitted by Iaw.
c) This Professional Services Agreement may only be amended, modified or changed by written instrument signed by both parties.
10) Approval of Governing Body. Client represents and warrants to MUNIS that this Professional Services Agmeuent has been approved by its governing body and is a binding obligation upon Client.
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Section D - Maintenance Agreement
1) Scope of Agreement The Clicat agrees to purchase and MUMS agrees to provide services for the software products Isted on the cover of this Agreement in accordance with the following terns and conditions.
Bath parties acknowledge that this Maintenance Agreement covers both Support forthe software products listed on the cover of this Agreement and Licensing ofupdatcs ofsucb installed software products.
2) Term of Agreement. This Maintenance Agreement is effective as of the effective date listed on the cover oftbis Agreement and shall remain in force for a one year term. Upon termination ofthis Maintenance
Agreement, Client may renew the Maintenance Agreement for subsequent one year periods at the then current fee structure as established by MUNIS.
3) Payment
a) Client agrees to pay MUMS the amount identified in the Investment Summary for licensing and support services, as described below. The annual amount ideotifred in the Investment Summary shall be reduced by
twenty -five percent (25°Jo) for the fast year. This payment is due and payable in accordance with the General Payment Terms ofthis Agreement.
b) Additional Charges. Any rrreintenanee performed by MUMS for the Client which is not covered by this Maintenance Agreement will be charged at MUMS' then current market rates. All materials supplied in
connection with such non -covered maintenance or support plus expenses will be charged to Client.
c) Support and services will be suspended whenever Clients account is thirty (30) calendar days overdue. Support and services will be reinstated when Clie tfs. account is made current.
4) Terms and Conditions for Licensing of Updates of tha Installed Software Products.
a) Client is hereby granted the non -exclusive and nontransferable Iicense and right to use the additional versions of the installed software products listed on the Cover ofthis Agreement which MUMS may release
during the tent of this Maintenance Agreement. MUMS agrees to extend and Client agrees to accept a license subject to the terms and conditions contained berein for the installed software products.
b) The installed software products listed are licensed for use only for the benefit ofClient listed on the cover of tins Agreement. The softw= products are not licensed to perform functions or processing for
subdivisions or entities that were not considered by MIMS when MUNIS placed Client in the categories listed on the cover of this Agreement
c) As long as a current Maintenance Agreement is in place, this License may be transferred to another hardware system used for the benefit of Client. Client agrees to notify MUNIS prior to transferring the licensed
products to any other system. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to the Client.
d) Client agrees that the softwareproducts are proprietary to MUMS and have been developed as a trade secret at MUMS' expense. Client agrees to keep the software Products confidential and use its best efforts to
prevent any misuse, unauthorizzed use or unauthorized disclosures by any party of any or all oftbe software products or ncompanying documentation.
e) The software products may be modified but such modification shall be only for the use on the Client's system for whkb the software products are licensed and shall not cause the Client or anyone performing such
modification to gain any proprietary or other interest in the software products. If Client has made modifications to the software products, MUNIS will not support the modified software products, unless modifications
were specifically authorized in writing by MUNTS.
f) Client may make copies ofthe licensed software products for archive purposes only. The Client will repeat any proprietary notice on the copy of the software products. The documentation acoempanying the product
may not be copied except for inteanai use.
g) For as long as a current Maintenance Agreement is in place, MUMS shall promptly correct any functions ofthe software products which fail to substantially comply with MUMS' user manuals for the most current
version of the software products. If Client has made modifications to the software products, MUMS will not make such corrections, unless modifications were specifically authorized in writing by MUNIS.
5) Terms and Conditions for Support.
a) MUNIS shall provide software- related telephone support to the Client. Phone cans will be accepted by support personnel during MUMS' normaI working hours {8.00 A.M. to 6,00 P.M., Eastern Standard Time,
Monday through Friday). Assistance and support requests which require special assistance from MUMS' development group will be taken and directed by support personnel. In the event that support representatives are
unavailable to receive calls, messages will be taken and calls will be rearmed within one working day.
b) MUNIS will continue to maintain a master set of the current computer programs on appropriate media, as well as hardcopy printout of source code programs and documentation.
c) MUNIS will maintain staff that is appropriately trained to be familiar with the software products in order to vender assistance, should it be required.
d) (d) MUMS will provide Client with all updates that MINIS may make to the then current version ofthe installed software products covered in this Agreement-
e) (e) MUMS will make available to Client update(s) ofthe installed software products. In the case of system software update(s), Client will also he required to pay whatever fee the manufacturer charges for the update.
Client understands that and agrees that six (6) months after shipment by MUMS ofulxW. —, MUMS sball cease to support the earlier version, and for the balance ofthe term, MUNIS shall support the update.
f) (t) MUNIS will make available appropriately trained personnel to provide Client additional training, program changes, analysis, consultation, recovery ofdata, conversion, non -coverage maintenance service, etc.,
billable at the current per diem rate plus expenses.
6. Jim- ft2dons and Exclusions_ The support and services of this Maintenance Agreement do not include the following:
a) Support service does not include the installation of the software products, onsite support, application design, and other consulting services, support of an operating system orhardwaM or any support requested
outside of normal business hours.
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b) Client shall be responsible for implementing at its expense, all changes to the current version. Client understands that changes fimtished by MUNIS for the current version are for implementation in the Current
installed software products version as it exists without customization ore] icat alteration.
7. Client Iteapaosibil'riies.
a) Client shall provide, at no charge to MUNIS, full and free aces to the programs covered hereunder working space, adequate facilities within a reasonable distance from the equipment, and use of machines,
attachments, features, or other equipment necessary to provide the specified support and maintenance service.
b) In the event Client uses the software products licensed herein on a UNIT{ platform, Client shall maintain for the duration of the Agreement an internet (TELNET) connection. In the event Client uses the software
products licensed herein on a NT platform, Client shall maintain a dlalup connection through PC- Anywhere. MMS, at its option, shad use the connection to assist with problem diagnosis and resoiltuon.
S. Hon- Assigrubility. The Client shall not have the right to assign or transfer its rights bereumder to any party.
4. Excused Nonperformance.. MUNIS shall not be responsible for delays in servicing the products covered by this Maintenance Agreement caused by strikes, lockouts, riots, epidemic, war, government regulations,
fire, power failure, acts ofGad, or other causes beyond its control.
10. Lltnitation of Liability. The liability of MUNIS is hereby limited to a claim for a stoney judgment not exoceding the fees paid by the Client for services under this Maintenance Agreement. The client shall not
in any event be entitled m, and MUNIS shall not be liable for, indirect, special, incidental, consequential or exemplary damages ofany nature.
11. Governing Law. This Maintenance Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile_
12. Entire Agreement.
a) This Maintenance Agreement represents the entire agreement of Client and MINIS with respect to the maintenance of the software products and
supersedes any prior agnxments, undetstandimgs and
represetuations, whether writterr, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly
set forth in this Maintenance Agreement
b) If any term or provision of this Agreement or the application thereof to any person or cimmistance shall, to any extent, be invalid or unenforceable, the remainder of this Maintenance Agreement or the application
Ofsuch tone or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Maintenance Agreement shall be
valid and enforced to the Ulest extent permitted by law.
c) This Maintenance Agreement may only be amended, modified or changed by written instrument signed by both patties,
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Section E - Third Party Product Agreement
1. Agreement to License or Sell third patsy products. For the price set forth in the Investment Summary (Hardware & System Software), MUNIS agrees to license or sell and deliver to CIient, and Client agrees to
accept from MUNIS the third patty products set forth in the Investment Sutnntary.
2. Limiter of Third Party Software Products
a) Upon Client's payment for the third patty software products listed in the Investment Summary, for the license fees set forth in the Investment Summary, MUMS sball grant to Client and Client shall accept from
MUNIS anon-exclusive, nontransferable, nonassignable license to use the third party software products and accompanying documentation and related materials for internal business purposes cf Client, subject to the
conditions and limitations m this section
b) Ownership of the third parry software products, accompanying documentation and related materials, shall remain with the third party manufachuer or supplier.
c) The right to tranger this license to a replacement hardware system is governed by the Third Party. The cost for new media or any required technical assisMom to accommodate the transfer would be billable charges
to Client. Advance written notice of any such transfer shall he provided to MUNI&
d) Client agrees that the third party software products are proprietary to the third patty ruanufarRrrer or supplier and have been developed as a trade secret at the third - party's expense. Client agrees to keep the. software
products confidential and rue its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the third party software products or accompanying documentation.
e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the software products.
f) Client may make copies of the software products for archive purposes only. Client will repeat any proprietary notice on the ropy of the software products. The documentation accompanying the software products may
not be copied except for internal use
3. Price. Client agrees to pay MUMS and MUNIS agrees to accept from Client as payment in fall for the third party products, the price set forth in the Investment Summary at the following manner.
a) Twenty -five percent (2S%) of the price of all third party products Iisted in the Investment Summary upon execution of this Agreement and
b) The remaining balance of the price of each item delivered to Client upon delivery of each product.
c) In the event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention_ MUNTS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice
shall be provided to MUNIS within fifteen (15) calendar days of'Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client to provide written clarification end derails for the disputed invoice,
MUMS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outline the reasonable steps needed to
be taken by MUMS and Client to resolve any issues presented in Client's notification to MUNIS. Client may withhold payment of only the amount actually in dispute until MUNIS provides the required written
response, and full payment shall be remitted to MUMS upon MUMS' completion of all material action steps required to remedy the disputed mariner. Notwithstanding the foregoing sentence, if MUNIS is unable to
complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them, Client shall remit full payment of the invoice.
d) Any invoice not disputed as described above shall be deemed accepted by the Client If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUNIS reserves
the right to suspend + delivery of all services under the Investment Summary, the Software License Agreement, the Professional Services Agreement, the Mainteuarim Agreetncnt and this Third Party Product Agreement
4. Costs and Taxes.
a) Unless otherwise indicated in the Investment Summary, the price includes costs for shipment of and insurance while in transit for the third party products fiotn the supplier's place ofmaaufacture to Client's site.
b) The price listed in the Investment Summary does not include any tax or other governmental impositions including, without limitation, sales, use or excise tau. All applicable sales tax, use tax or excise tax shall be
paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MUNIS on demand in the event that MUN°IS is responsible or demand is made on MUNIS for the payment thereof. If
tax exempt, Client must provide NRMS with Client's tax exempt number or firm.
5. F_O.& Point Delivery of each third party product shall be F.Q.H. Client's site.
6. Schedule of Delivery. Delivery of each third party product shall take place according to mutually agreeable schedule, but MUNIS shall not be liable for failure to meet the agreed upon schedule if, and to the extent,
said failure is due to causes beyond the control and without the fault of MUMS.
7. Installation and Acceptance.
a) If itemized in the Investment Summary, the price includes installation of the third party products. Upon the completion of installation, Client shall obtain from the installer a ootfication of completion, or similar
docwnent, which certification or similar document sbaii constitute Client's acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects, fraud, such gross mistakes as
amount to fraud and rights and remedies available to Client under the paragraph bereofentitled Warranties.
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Quoted to: Orange County Attention: Pam Jones
Contract # MN50194
& Site Requirements. Client shall provide:
a) a suitable cnvironmenit toanioo and space for the installation and operation of the third party products;
b) sufficient and adequate electrical circuits for the third patty products; and
c) installation of all required cables.
9. Warranties.
a) MUNIS is authorized by the manufacturer or supplier ofall third party software products Listed in the Investment Summary to grant Iiceoses or sublicenses to such products.
b) Unless otherwise noted in Addendum A, MUNIS warrants that each third patty product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under the Third
Parry Product Agmccneut, Clients title or license to each third parry product shall be free and clear of all liens and encumbrances arising through MUMS.
c) The parties understand and agree that MUNIS is not the manufacturer of the third party products. As such, MUMS does not warrant or guarantee the condition of the third party products or the operation
characteristics of the third party products. MUNIS hereby grants and gives Client any warranty adjustments that MUNIS may receive from the manufacturer or supplier of the third party products.
d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR
WARRANTIES EXPRESSED, ROLIED OR STATUTORY, INCLUDING WITHOUT LA41TA7ION THE WARRANTIES OF NIERCCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
SYSTEM INTEGRATION.
10. Maintenance. It shall be the responsibility of Client to repair and maintain the third party products after acceptance.
11. Limitation of LiabiGry. In no event shall MUNIS he liable for special, indirect, incidental, consequential or exemplary damages, including witbout limitation any damages resulting from loss of use, loss of data,
interruption of business activities or failure to realize savings arising out of or in connection with the use of the third party products. MUMS' liability for damages arising out of this Third Party Product Agreement.
whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the price of the third parry products set forth in the Investment Summary. The prices set fortb in the Investment
Summary reflect and are sec in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Third Party Product Agreement.
IL Dispute Resolution. In the event of a dispute between the parties under this Third Party Product Agreemcnt pertaining to pecuniary damages or losses, the matter shall be settled by arbitration in accordance with the
then prevailing miles of the American Arbitration Association.
13. Governing Law. This Third Party Product Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile.
14. Cancellation or Termination. In the event of cancellation or termination of this Third Party Product Agreemnv% Client will make payment to MUNIS for all products and related services and expenses delivered or
incurred prior to the termination or cancellation of this Third Parry Product Agreement,
15. Entire Agreement
a) This Third Party Product Agreement represents the entire agreement of Client and MUNIS with respect to the third party products and supersedes any prior agreements, understandings and representations, whether
written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this agreement it did not rely on any representations or warranties other than those explicitly set forth in this Third Parry
Product Agreement.
b) If any term or provision of this Third Party Product Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Third Party Produce
Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision ofthis Third
Party Product Agreement shall be valid end enforced to the fullest extent permitted by law.
c) This Third Party Product Agreement may only be amended, modified or changed by written instrument signed by both parties.
16. Approval of Governing Baby. Client represents and warrants to MUMS that this Third Patty Product Agreement has been approved by its governing body and is a binding obligation upon Client
MUNIS:
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Addendum to the System Agreement between MUNIS, and Orange County, Hillsborough, NC, 27278
cuent: Orange County
Attention: Pam Jones
Contract # MN5019 -4
Addendum A
The following are clarifications and/or modifications to the standard Agreement. In the event of a conflict between Addendum A and the Agreement,
Addendum A shall prevail.
1. Payment Terms.
a_ Client will pay to MUNIS an initial deposit of $51,625 upon execution of this Agreement that equals 25% of the Application Software
License Fees.
b. Client will pay a second installment to MUNIS $161,519 upon delivery of the software products that equals:
50% of the Application Software License Fees ($103,250)
100% of the Third Party Hardware and System Software License Fees ($45,000)
100% of the Third Party Hardware and System Software Maintenance Fees ($8,500)
100% of the 6 -Month OSDBA Fee ($4,769)
c. The remaining 25% balance of the Application Software License Fees equaling $51,625 shall be paid after (a) Client's verification of the
software products as outlined in Exhibit 1 of this Agreement, (b) Client's completion of its own validation process, or (c) Client's live processing. Unless
the software products fail verification, this period shall not exceed sixty (60) days after delivery.
d. The first annual MUNIS Online Vendor Fee of $10,500 and MUNIS OnLine Employees Fee of $10,500 shall be waived by MUNIS. The
second annual MUNIS OnLine fee shall be due one (1) year from installation of the software products.
e. The first annual Application Software Maintenance Fees of $38,150 skull be waived by MUNIS. The second annual Application Software
Maintenance Fees shall be due one (1) year from installation of the software products.
2. Travel expenses, estimated at $15,000, are incurred in accordance with MUNIS" Business Travel Policy.
3. Project Management, Consulting, Implementation, Conversion, and installation Services, plus expenses, are billed as provided/incurred and are
due and payable thirty (30) days after receipt of invoice.
4. The initial OSDBA term will consist of six (6) months to commence on installation of the software products. The OSD13A fee for such 6 -month
initial term is $4,769. The initial term will renew for an additional 6 -month term unless Client notifies MUNIS thirty (30) days prior to expiration of the
initial term. The fee of $4,769 for the 6- month renewal term will be due thirty (30) days from receipt of invoice. Thereafter, each OSDBA terra will
consist of twelve (12) months and will be priced at the then - current rate.
5. MUNIS will make available a credit of 501/o of Informix Licensing fees ($7,500.), if Client elects to convert to Sequel server within 1 year of
executing this Agreement. Client shall be responsible for purchasing the database. MUNIS estimates that Client will need to purchase an additional five
(5) days of MUNIS on site technical support at $1,100. per day plus expenses.
6. Confidentiality - Client acknowledges the proprietary information claim of MUNIS contained in its proposal. Client agrees, consistent with the
public records law of North Carolina, to assert that claim. Client and MUNIS acknowledge that Client is a local government and a
Ml1NIS : (7c)
Addendum A P.1 Client: [xj Nmtr_
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Client: Orange County Attention: Pam Jones Contrast # MN5019-4
Addendum A Page 2
political subdivision of the State of North Carolina and as such is subject to the Public Records Laws of the State of North Carolina. Client's agreement
contained in this paragraph to protect NIUNIS's proprietary information does not require Client to violate any such laws and does not require Client to
litigate and pay for the litigation of the right to withhold access, copies, use or confidentiality of the proprietary information. Client agrees to notify
MUNIS of any claim it receives, under the Public Records Laws of North Carolina, for access, copies or use of the proprietary information and agrees
that MUNIS may, at its election and expense, defend the claim in Client's name provided MUNIS agrees in writing, before undertaking such a defense,
to indemnify and hold Client, its officials and employees, harmless from any consequence of the defense. Nothing in this section requires Client, its
officials or employees, to subject itself and themselves to criminal liability and each may independently act in good faith to protect itself and themselves
from criminal liability. Client is not responsible, in money damages, for the access, use, or copying of the proprietary information that is not authorized
by Client. Client agrees, in good faith, to take all reasonable steps to prevent the unauthorized use or transfer of the proprietary information.
7. Limited Warranty - NR IS warrants that the current, unmodified version of the MUNIS Software Products will substantially conform to the
current version of its published Documentation and will perform in accordance with MUNIS' response to Client's RFP dated January 11, 2002.
MUMS warrants that upon installation third party products and services and their operational characteristics wi11 perform in accordance with MUNIS'
response to Client's RFP dated January 11, 2002.
8. Enitre Agreement - MUNIS agrees to provide Professional Services, Maintenance Services and third party products consistent with the response
to the Clients RFP dated .January 11, 2002 with such modifications as may have been negotiated between MUNIS, Orange County and Orange County's
consultant, as are incorporated in this Agreement.
MUh11S :( /V Addendum A P.2 Client: tx)
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DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
Exhibit I
Verification Test
The verification tests detailed below will be conducted following the MUMS install and
prior to the implementation. The tests are performed using the MUMS Verification
Database. This database contains general information applicable to all customers.
Given this, the verification tests will not validate site specific functionally. Rather, the
tests will prove the MUMS system is installed and performs base line functions.
Customer specific functionality will be reviewed during the implementation phase when
site specific data will be built and applied against desired functionality.
Each phase contains three sections. table views, reports, and process. The phases are
intended to be completed in 4 hours. Finally, each phase has a space where clients will
be asked to initial certifying the verification has been accepted.
Phase 1
L View General Ledger Master Table
2. View Budget Master Table
3. View Vendor Master Table
4. View General ledger Account Inquiry — perform drill down
5. Find PO'slRegs in PO Inquiry
6. View Inventory Master
7. View Fixed Assets Master
8. View Work Order Master
Phase 2
9. Reports:
a. GL "Trial Balance
b. YTD Budget Report
a. Vendor Invoice List
d. Open PO Report
e. Inventory List by Location
f. Fixed Asset List by Location
Phase 3
10 Enter a requisition
1 I Approve the requisition
12 Convert to a PO
13 Post the PO
14 Enter an invoice against the requisition
15 Post the invoice
16 Print a Warrant Report
17 Print Checks (on blank paper without farms)
18 Find journals in Journal Inquiry using date find
Phase 1
VerificationTest
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
I. View Deduction master
2. View Pay Type Master
3: View Employee Master
4. View Employee Detail History — Perform Drill Down
5. View Position Table
6. View Terminated Employee Table
Phase 2
7. Reports
a. Employee Detail
b. Employee Accrual
c. Detail Check History Report
d. Payroll Register
Phase 3
8 Add new Employee
9 Build Job Pay Reeords
10 Start a new PR
I l Generate employee records
12 Enter exceptions
13 Print Final Proof
14 Update Employee files
15 Print checks (on blank paper without forms)
Phase 1
I. View Charge Code file with Rate Tables
2. View Account Master - Perform Drill Down
3. View Customer pile
4. View Bill Inquiry
5. View Account Inquiry
Phase 2
6. Reports:
a. Consumption Inquiry/Report
b. UB Aging Report
c. Charge/Payment History
d. Retail Receivables Register
Phase 3
7. Add new account
8. Create water service record
9. Start a new bill run
a. View Charges File Maintenance
10. Enter meter reading manually
1.1. Run Charges Proof Register
12. Generate AR
13. Print Sills (on blank paper without forms)
14. Make a payment to a bill
2
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
Phase 1
I. View Customer File
2. View Parcel File
3. View Charge Code File
4. View Tax Year Parameter
5. View Motor Vehicle Master File
6. View Bill Inquiry
7. View Lien File
8. View Receipt Inquiry
9. View Activity Totals Inquiry/Report
Phase 2
10. Reports
a. Summary Receivables
b, Detail Receivables
c. Posted Payments Report
Phase 3
11. Create a new General Billing Customer
12. Add a GB Invoice
13. Make a payment against the GB
14. Make a payment against a Tax/Excise /Personal Property /Ect. Bill
1 S. Print Payments Proof"
16. Post Payments
17. Use Receipt Inquiry to find the payment
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
Exhibit 2
"Internal Pro'ect Management"'
As a part of the "System Agreement °', MUNIS agrees to provide a dedicated Internal
Project Manager to Change County, NC.
The Project Manager will act as a representative of Orange County and handle all facets
of internal project management during the MUNIS implementation. This includes:
• Work with Department Heads, staff and all involved personnel to communicate
and define the project and all of the detailed steps that are necessary for a
successful outcome.
• Maintain consistent communication with the MUNIS Project Manager and
implementers to promote timely and proper response to issues, questions and
scheduling adjustments as well as track milestone completion and task
accountability.
• Hold ,regularly scheduled on -site progress meetings with Department Heads to
inform them of project status, issues with homework completion and project plan
schedule, recommendations for improvement, scheduling and evaluation of
MUNIS performance.
• Schedule resources, including staff, equipment and training facilities.
• Identify and schedule additional staff training as needed.
• Monitor completion of staff assigned homework and tasks.
• Review MUNIS invoices with assigned, authorized County personnel and keep a
detailed account of contract billings vs. budget.
• 'Work with MUNIS staff to develop conversion crosswalk tables and assist in
proofing converted data with appropriate staff.
• Co- ordinate with the IT Department for back -ups, copying live -to -train databases,
dbimports and exports, loading of conversion data, loading of software releases
and general system and security administration.
Project Management functions will primarily occur on site but some functions may occur
off site. All Project Management services will be recorded weekly on the standard
MUNIS Customer Service Report which must be signed by Orange County. Project
Management fees and travel expenses will be billed as they are incurred as provided in
the Agreement. The Internal Project Manager will report directly to Pam Jones.
Cancellation: Should Grange County decide to terminate this Internal Project
Management arrangement, two (2) weep advance notification should be sent to:
MUNIS — Chief Financial Officer
370 US Route 1
Falmouth, ME 04105
DocuSign Envelope ID: 851DEFC2 -34A2- 4267- A713- 19A5448EFC06
DATE (MMIDDIYYYY)
A� Rte'® CERTIFICATE OF LIABILITY INSURANCE
3/28/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed, If SUBROGATION IS 'WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsemment(s
PRODUCER kADDRESS; ONTACT Moira Crosby
'�
Flays Companies ON u Fwd); AX No }; -
133 federal Street, 4th Floor mcrosb @ha scam anies.coln
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Boston
INSURED
Tyler Technologies, Inc.
5101 Tennyson Parkway
MA. 021.10
NAIC
Company 19682
ace Company 29424
tes 048337
_ 048945
Plano TX 75024 1 INSURERF- -- —1 - I
COVERAGES CERTIFICATE NUMBER.18 -19 GL, Auto REVISION NUMBER;
THIS IS TO CERTIFY THAT THE POLICIES CIF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBES] HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
- -° - - -` - --
TYPE OF INSURANCE
ADDlL
INSD
SUBR
WvD
- -- - - - --
POLICY NUMBER
POLICY EFF
MWOP Y
POUCY EXP
IM MID YYYI
LIMITS
X
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$ 1,000,000
A
CLAIMS•MAOE OCCUR
PREMISES(Fanwaonce
$ 1.000,000
MEDEXP(An onomwn)
$ 10,000
DOUELIAY8572
4/1/2018
4/1/2019
^
PERSONAL & ADV INJURY
$ 110001000
-
GENERAL AGGREGATE
GEN'L AGGREGATE LIMIT APPLIES PER.,
$ 2,000,000
X POLICY E] PROT - F1 LOC
JEC
PRODUCTS- COMPIOPAGG
$ 2,000,000
$
OTHER:
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
Ea soddenk
$ 11000,000
BODILY INJURY (Per person)
$
A
_
X ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
NoN•OWNED
X HIRED AUTOS X AUTOS
OBUEIVAY8572
4/7./2018
4/1/2019
BODILY INJURY (Peraccidenl)
$
PROPERTY DA MAGE
Per aocldenk
$
X
UMBRELLALIAa
X OCCUR
EACHOCCURRRENCE
S 25,000,000
AGGREGATE
$ 25, 000, 000
B
EXCESSLIAB
CLAIMS -MADE
DED RETENTION $
$
OSRHUAY8122
4/1/207.8
4/1/2019
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIE`7OMPARTNERIEXECUTIVE Y
X STATUTE ,.,_,t EORH.
E.L. EACH ACCIDENT
$ 1 000,000
B
OFFICERIMFMBER
(Mande ory In NH) EXCLUDED?
OSI786L5271
4/1/2018
4/1/2019
$ 1, 000, 000 _
E.L. D13FASE - EA. EMPLOYE
E.L. DISEASE • POLICY LIMIT
$ 11000,000
If yes, describe under
DESCRIPTION OF OPERATIONS Belo }a
C
Cyber /Pxivacy Prof Liab
BD621PTYLE000217
12/17/2017
12/17/2018
OocurenceLhil. $20,000,000
C
Cyber /Privacy Prof Lia.la
B0621P'iYI.E00031.7
12/17/2017
12/17/2018
Aggregate Limit $20,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACOR6101. Additional Remarks Schedule, may be attached If more space Is required)
CERTIFICATE HOLDER CANCELLATION
Evidence of Insurance
S14OULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERER IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Hays /MCROSB
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ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
INS025 (2D1401)