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HomeMy WebLinkAboutR-2012-014 Tyler Technologies Financial Accounting Software Update RESOLUTION NO. R-2012-014 A RESOLUTION ACCEPTING THE PROPOSAL OF TYLER TECHNOLOGIES TO UPGRADE EXISTING FINANCIAL ACCOUNTING SOFTWARE AND ADD A NEW MODULE FOR PROJECT ACCOUNTING TO SUCH SYSTEM, AUTHORIZING THE EXPENDITURE OF FUNDS IN THE AMOUNT OF E25,350 FOR SUCH PURPOSES AND AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO AN ANNUAL SERVICE AGREEMENT FOR ONGOING MAINTENANCE AND TRAINING WHEREAS, the City issued a request for proposals to Tyler Technologies as its financial software vendor for the purpose of purchasing and installing financial management software applications; and WHEREAS, the City also requested a proposal for project acwunting soflware from Tyler Technologies; and WHEREAS, the proposal and the software system proposed by Tyler Technologies $25,350 has been evaluated by the Finance Director and recommended as the most advantageous proposal for use by the City; and WHEREAS, the Board of Aldermen find it is in the best interest of the City to purchase such soflware and provide for annual training and license fees associated therewith as set forth in Exhibit A attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the proposal of Tyler Technologies for Financial Accounting Software and Project Accounting Software the amount of $25,350 is hereby accepted and approved; and FURTHER THAT the City Administrator is hereby authorized to enter into the Service Agreement Addendum attached hereto as Exhibit A and to further execute all documents and agreements necessary or incidental to carry out the terms and conditions of such award and the City Clerk is authorized to attest thereto. PASSED AND ADOPTED by the Board of A ermen and APPROVED by the Mayor of the City of Riverside, Missouri, the � day of � 2012. . . ����°. �� • �Kathleen L. Rose, Mayor ' ATT�ST: - ,� r cl��ic-� ,j ����? . Robin Littrell, Cit Clerk Approve�s tp Form: �� a y mps , City Attorney Existing Customer � � � � � � � O �� TSM: R. Reeves � ADDENDUM Per Contract ID # 2006-0294, issued 7/31/06 and received 8/7/06, the City of Riverside, MO desires to add the following applications and services: A iication Sokware �TY Licenae fee Annual Fee IncoAe Financlal htanagement Sufte 1 3.850 9fi3 Projed Actountin9 Incocle Appiication Subtotai 3,650 9� Appiicetlmi and Syetem Sofiware Total �~ � 3.850 � S� A Ilca[lon Profeasional Sarvfces Summe Est6nated Houra Entimated Serviwe 6nplemenrotion Services ' � �;00 12 Financiai Suita Pro(essional Services Toml 12 1,500 Estimeted Entimeled Im lementetlon 5ervices Breakdown OTY Houra SeMCen in<ade Financial Suife _____�__._.__-------�—�--- — ___ Incode Financlel Applicedona , , _ Pm�C Actounbn9..____ ]__... _....._. _.?? . .__.. _._..._.. ._._._ ......"_"'_ _ Rnanciai Suite Sutrrotal 12 7.500 Please Note: Travel expenses will be billed as incuned. ACCEPTED BY: ACCEPTED BY: CITY OF RIVERSIDE, MO TYLER TECHNO OGI'S, INC. � � ��� Y,Q p n/..J O� �- B Signature Signat re Executive Vice President, Finance, LGD Tit e Title 2/I/12 2/I/I2 Issue Date Issue Date ExistingCustomer ������ �0�� TSM: R. Reeves ADDENDUM Per Contract ID # 2006-0294, issued 7/31/06 and received 8/7/06, the City of Riverside, MO desires to add the following services and maintenance regarding the V.X migration: an„�,ei Applicntioo Sof[EVare t�tY Licenae G oe kininfenanee inro te finan<ial tdv�nq_r.me u S. �te ..... _ 1 5 550 . . _... .._..... ........ ........ ......... .._._. lacade Flnendai Applications Core Financials (Gn��ora? Latuoc 6�tlgor F' Ea�:k Rnca'. Acsou�[.z Puveb°¢7 Purchesing � FixEd hssets incaile _Antenc0onnnent tA�noc�emen _ � E06 Incode Printing aud Reportinp Solutions ....-'-'—�— T" Osla6ase ERD fEntNy Resourcx Dia9ram� InmAe Appiicnrir,n Suhfo[al 5 1!9 ApVIIrnHOn aw:l SYStem Snfttsare Tqinl __ --�' S9d9 Addendum continued: /i �p�fCation Prat[w,im�ni Se�:tr.ms 5ommary Esbmated H�ws Esiimntnd Serntes bnplem�suttitio�� Servlces financialSune fl � t960 IPl[nOfi ProPocsional Servi�.es IIdCWErXMig�a!ionS?c¢es � 8� � IDA00 Pro7ecl bian�go-munt � 2.5�0 Pinai Im�lomentation Ser.�ws � 40 � 5900 Profeasionoi Seraicey 7ptN: 128 iB.5U0 (:stimat�cl E:siimnted hnplemen�attou Ser.ices Bizando�r:n �]7Y Nours Servicee h�code Fin3nciai Sulte Incode Rnencial Applica[ions Cme Ffnt�nciais ` 1 r3er,ere•'Lao'qer Suape[PreG Eanr: Feror' o,�-Er;ytmp+, Es,eeder dccacr,�FAb�ac'e ReroT Irnfe:"d:er.=�i Purchasing ' 1 Flxed Assels ' 1 F�ponciai Consultinp Semc>s " 8 1 OOQ Fiunncial Suite 5iibro�nl -- —� �-------_ 6 1 d06 inca:ie C.ontent 61ann��emem Suire __. ._._. _._.. .__. _._ ._.. ._.. ............... In<ode Printlng and Reponing SoW[imn D2labasa ERLilEnli�y Rzscurce Qiagram� 1 "'_._.. ..._. _._. .._. Contenrf,lai�a�umen� Sui�e Sabiozai �'��' -"'.. ..'--""- Profetslwial Serr INCODE hiigrelba Services INCGUL e k F9nanaal tAigreeun Sar.ice. 80 10 000 Pro(esaional Services Pro�ec� Fdnnag>mpnt 2 500 FinallmpleMen�afwn JD 5.000 Prntessionnl Ser:tws Suht�tol � 126 17.506 Please Note: Travel expenses will be billed as incurred. ACCEPTED BY: ACCEPTED BY: CITY OF RIVERSIDE, MO TYLER TECHNOLOGIES, INC. _By: A�Y�C�C/�v � ' /�.l3Cl�C.J BY: U ���'�l � Signature ' Signature ���n,��J TiUe Title 2/3/12 2/3/12 Issue Date Issue Date CLIENT �OPY -������ o��R�� System Agreement Between Tyler Technologies, Tnc. 5808 4th Street Lubbock,Texas 79416 (800) 646-2633 (806) 797-4849 Fnx AND City of Riverside 2950 M•V Vivion Rd Riverside, MO 64150-1502 Phone: (816) 372-9009 Fax: (816) 746-8349 tyler 'i�ec:lir�io�uGiF; A I � �" I � r CustomerN�me: CllyofNNenida y � Conlecl: DonnaResz 'i CCIiNOLU41C5 �ab: JutyJl,7ooe Sal�sman: Robin H�swt Software Licenses and Professfonal Services � Estimstetl EsOmatatl IleellanSeltwer� OTY Llcansefao Convarmlon Houn Servlcae TolalCOat Flne ncial Applicallons PurUaeaOrdus f 6,000 72 1,M0 8,<IO INCODESu6total 6,000 1Y 1,440 8,440 Total S,WO 12 7,140 B,140 I i D tyler TE'CHWc�IUrl[s AGREEMENT This agreemrnt is entered into by and behveen Tyler Teclmologies, Inc., heminafter nferted to az INCODE, located a[ 5808 -0ti� Street, Lub6ock, Texas 79d16; and; City of Riverside hereinalter roferted to ns Clien� on, , 2006. INCODE aud Client egree as follmvs: 1. INCODE shell furnish the products and services as desecibed in this Agreement, �u�d Client shall pay the prices set forth in this Agreement. 2. This Agreement consists of Ihis Cover nnd the foilowing Atlactuncnts and 6xhibits: Secliou A Investment Summary (A-D) Sec[ion B Company Ageemen[ Tertns and Conditions Secdon C &xhibit I- Delivery At�eshnent 3. The License Fees set forth in the Inveslment Summary are bazed on defined calegop� levels. Placr menl within a category is based on the size of [he orgaoizetion serviced a�id measured by such Factors ��. as operating budgct, number of empbyees, numbcr of uiilily accounts, number of swom otiicers, � populntion oftlie eutity, etc. A1 W[1'NESS NHEREOF, penons having been dnly aulhorized end empowwed ro enter iub this Agre<mmt hereunto ezecuhd �his Agrcanent effective as of the date las[ set forth below. CLIENT: CltyofRh�ersidc COb1PA � � � � `"l., By: � �� 8: Sign e - SigneNre � .. Execulive Vics President, Client Services Title Title - 7/31/O6 Dnte Issue Date Sales Tax Ce�tificate Number D i I t y I e r CmlemetN�m�: LNyolPownlEe I �°^�'� DoniuR�sx fF<,hNOSOGIFS Dale JuyJ1.]006 B�NSm�n: p p Invectment Summary Canlnct ID p: 2006019I PrepareJ (on Clty ofRh'enlde CantaclPerwm DonoaReu luueDaln 7/!1/O6 Addrm: 2950NW Vi�ionRd Rirerside,At061150.1503 Sulnmcnt J.SOber/ Phonr. (8t6)372-9009 Fes: (81�7J68J49 R. Ree�e� CmoIL• � drcs�iiji�xrsldemo.com TarExempl: 1'a/T'o .;�PSpdpMBSC43z��k�9li�orn� " :;_- . � - "3fD3ignai�7is_ 9a$eli"v'e_`ry` G.le�Yt�1�fJ ,.. ��ros��.QCtun — !'oiqlt' _-T7itn�e� Tablppp&slbKaoTwn — — lbnnA�s 1.Y5U.00 9.000.00 150.00 6.000.00 1.150.W Tobl ProNnbnal &rvk�s On5ile5rrvkva 1,a10.00 f.MO.00 EsGmabE Trawl FsEmafe10o-5ReServip�invelEryanse ��� ��� = __ -�2'ufa]s _ _ — Y f 25206 '3�00��4 � _75000 _ , - �,JilY�oo T997if1f �_-���000_i�. c tylerz�o��s. EXHIBIT 1 — DELIVERY ATTESTMENT The Delivety Attestmeut test detailed below will be conducted following the INCODE software install and prior to the implementation. Tl�e test is perfonned using the INCODE Sample Database. � This database contains general ivformarion applicable to all customers. Given this, the tests will not ! validate site specific functionality. Rather, the tests will affirm that the INCODE 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 suite has a space where clients wili be asked to initial certifying the software has been installed and accepted. If a section does not apply to you, then please mark it as N/A. Please fili out the Client and Contact Name, initial the appropriate space and fax this document to (806) 797-4849, attn: Implementation. Client Name Contact Name Date Financial Suite 1. View General Ledger Account Manager (Initial) 2. View Budget Maintenance 3. View AP Vendor Manager 4. Find PO's in PO Inquiry 5. View Inventory Item Maintenance 6. View Fixed Assets Maintenance 7. View Deduction codes 8. View Pay Type codes 9. View Employee Manager 10. View HR Manager CIS Suite 1. View Fee Schedule with Rate Tables (Initial) 2. View Account Manager 3. View Contact and Property Consoles 4. View Bill Maintenance 5. View License Manager 6. Viaw AR G'�istomer Manager 7. View Permits Project Manager Court Suite i. View Citation Maintenance (Initial) 2. View Fee Maintenance 3, View Offense Code Mainte�iance COMPANY AGREEMENT TERMS AND CONDITIONS Geuerel Payment Terms conditions and limitations in this 1. CLIENT will pay to COMPANY an Software License Agreement. initial deposit uyon execution of flus b) Owuemhip of the sofiware products, Agreement tliat equals 25% of the total accompanying documentation and amount as specified in this Agi�ement, related materials, and any modifications not including Annual Software and enhancements to such software Maintenance, Third Party Software products and any related interfaces shall Maintenance, and/or Hardware remain wit�i COMPANY. Maintenance fees; c) The softwue products are not licensed 2. CLIENT will pay a second to perform functions or processing for installment to COMPANY upon delivery subdivisions or entities that were not of the software products that equals 60% considered by COMPANY at the time of the Applicadon SoRware License COMPANY issued this Agreement. Fees and 75°/a of the System SoRware d) The right to transfer this license to a License Fees; Delivery Attestment is replacement hazdware system is included included as Exhibit 1. in this Software License Agreement. The 3. The remaining 15% balance of the cost £or new media or any required total amount specified in this Agreement technical assistance to accommodate the for all products and License fees shali be transfer would be billable charges to paid after (a) COMPANI"s verification CLIENT. Advance written notice of any of the software products, (b) CLIENT's such transfer shall be provided to completion of its own validation process, COMPANY. or (c) CLIENT's live processing. In no e) CLIENT agrees that the sofiware I case, shall this period exceed thirty (30) products, any modifications and days from live processing or one enhancements and any related interfaces i hundred-eighty (180) days from are proprietary to COMPANY and have installation of the software. been developed as a trade secret at 4. Services shall be bilied as delivered COMPANY's expense. CLIENT agrees plus expenses and are due and payable to keep the software products net 30 days. confidential and use its best efforts to prevent any misuse, unauthorized use or Sofrivare License Agreement unauthorized disclosures by any partY of 1) Software Product License, any or all of the software products or a) Upon CLIENT's payment for the accompanying documentation. software products listed on the cover of � If CLIENT has made modifications to this Agreement, for the license fees set the sofiware products, COMPANY will forth in the Investment Summazy, not support or coizect errors in the COMPANY shall grant to CLIENT and modified soflware products, unless CLIENT shall accept from COMPANY modifications were specifically a non-exclusive, nontransferable, authorized in writing by COMPANI'• nonassignabSe license to use the software g) CLIENT may make copies of the products and accompanying software products for archive purposes documentation for internal business only. CLIENT will repeat any purposes of CLIENT, subject to the propiietary notice on the copy of the software products. The documentation 1 COMPANY AGREEMENT TERMS AND CONDITIONS accompaztying the soflware products additional fifteen (15) days is allowed may not be copied except for interna] for the CLIENT to provide written use, clarification and details for the disputed h) The term of the license granted by this invoice. COMPANY shall provide a Section shall be perpetual. written response to CLIENT that shall i) COMPANY maintains an escrow inch�de either a justification of the agree�ment with an Escrow Services invoice o� an explanation of an Company under which COMPANY adjustment to the invoice and an action places the source code of each major plan that will outline the xeasonable release. At CLIENT's request, steps needed to be taken by COMPANY COMPANY will add CLIENT as a and CLIENT to resolve any issues beneficiary on its escrow account. presented in CLIENT's notification to CLIENT will be invoiced the annual COMPANY. CLIENT may withhold beneficiary fee by COMI'ANY and is payment of only the amount actually in ; solely responsible for maintaining its dispute until COMPANY pmvides the ; status as a beneficiazy. required written response, and full 2) License Fees. payment shall be remitted to a) CLIENT agrees to pay COMPANY, COMPANY upon COMPANY's and COMPANI' agrees to accept from completion of all materiai action steps ' CLIENT as payment in full for the required to remedy the disputed matter. license herein, the total sum of the Notwithstanding the foregoing sentence, COMPANl' license fees set forth in the if COMPANl' is unable to complete all Investment Summary. material action steps required to remedy b) The license fees listed in the the disputed matter because CLIENT has Investment Summary do not include any not completed the action steps required tax or other govemmental impositions of them, CLIENT shall remit full including, without limitation, sales, use payment of the invoice. or excise tax. All applicable sales tax, d) Any invoice not disputed as described use tax or excise tax shall be paid by above shall be deemed accepted by the CLIENT and shall be paid over to the CLIENT. If payment of any invoice that proper authorities by CLIENT or is not disputed as described above is not reimbursed by CLIENT to COMI'ANY made within sixty (60) calendar days, on demand in the event that COMPANY COMPANl' reserves the right to is responsible or demand is made on suspend delivery of all services under COMPANY far the payment thereof. If the Inveshnent Summary, this Sofivare tax-exempt, CLIENT must provide License Agreement, the Professional COMPANY with CLIENT's tax-exempt Services Agreement, the Maintenance number or form. Agreement and, if applicable, the Third c) In the event of any disputed invoice, Party Product Agreement. CLIENT shall provide written notice of 3) VeriCcatlon of the Sofrivare such disputed invoice to Attention: Products. COMPANl' Conholler at the address a) At the CLIENT's request, within thirty listed on the cover of this Agreement, (30) days after the software products 5uch written notice shall be provided to have been installed on CLIENT's COMPANY within fifteen (15) days. An system, COMPANY will test the 2 COMPANY AGREEMENT TERMS AND CONDITIONS software products in accorda�ice with gross mistakes that amount to &aud and COMPANY's standard verification test the operation of auy provisiou of this procedure. DemonstraUon shall Agreement which specifically survives constitute CLIENT's verification that the verification. In the event said so$ware products substantially comply verification becomes other than final, or with COMPANY's docume�itation for becomes inconclusive, pursuant to this the �ost cuizent version of the software paragraph, i CLIENT's sole right and products and functional descriptions of remedy agatnst COMPANY shal! be to � the softwaze found in COMPANY's require COMPANY to correct the cause I written proposal to CLIENT. Upon such thereof. veiification, CLIENT shall pay the e) COMPANY shall conect any remaining balance in accordance with functions of the soflware products which the payment teims listed in Section failed the standard veriffcation testing or General Payment Terms or amended in failed to comply with COMPANY's any attached addendum. documentation for the most current b) At its option, CLIENT may perform version of the software products and CLIENT's own defined internal functional descriptions of the software validation process to test the softwa�•e to found in COMPANY's written proposal substantially comply with COMPANY's to CLIENT. If CLIENT has made documentation for the most current modifications to the software programs, version of the software products and COMPANY wil! not make such functional desciiptions of the software con•ections, unless such modificarions found in COMPANY's written proposal were specifically authorized in writing to CLffiNT. Such validation test shall by COMPANY. constitute CLIENT's verificafion. Upon 4) Schedule of Ver�cation. such validation, CLIENT shall pay the COMPANY will install the software remaining balance in accordance with products and cause the same to be the payment terms listed in Section verified within sixty (60) days after General Payment Terms or amended in CLIENT makes available to COMPANY any attached addendum. the equipment into which the soRware c) Notwithstanding anything contrary product is to be loaded. COMPANY herein, CLIENT's use of the sofhvare shall exercise reasonable efforts to cause products for its intended purpose, shall the software products to be verified constitute CLIENT's verification of the according to the schedule set forth in this software products, without exception paragraph, but COMPANX shall not be and for all purposes. liable for failure to meet said schedule if, d) Verification or validation, by and to the extent, said failure is due to CLTENT, that the sofiware products causes bayond the control and without substantially comply with COMPANY's the fau(t of COMPANY. documentation for the most cun•ent 5) Limited Warranty. COMPANX version of the software products and warrants that the then current, functional descriptions of the software untnodified version of the COMPANY found in COMPANY's written proposal Soflware Products will substantially to CLIENT shall be final and conclusive conform to the then current version of its except for latent defect, fraud, and such published Documentation. If the 3 COMPANY AGREEMENT TERMS AND CONDITIONS Soitware Products do not perform as information and assistance to defend wan•anted, COMPANY's obligation will such claim or proceeding and fiuther , be to use reasonable efforts, consisteut provided that COMPANY shall have with indushy standards, to cure the sole control of the defense of any claim I defect. Should COMPANY be unable to or proceeding and all negotiations for its cure the defect or provide a replacement compromise or settlement provided that I prod�ct, CLIENT shall be entitled to a COMPANY shall consult with CLIENT refund for the license fee paid for regazding such defense. In the event that application. THIS WARRANTY IS IN the soflware products are finally held to LIBU OF ALL OTHER be infringing and its use by CLIENT is WARRANTIES. TO THE MAXIMtJM enjoined, COMPANY shall, at its EXTENT PERMITTED UNDER election; (1) pmcure for CLIENT the APPLICABLE LAW, ALL OTHBR right to continue use of the software WAILI2ANTIES, CONDITIONS AND products; (2) modify or replace the REPRESENTATIONS, WIIETHER software products so that it becomes EXPRESS, IMPLIED OR VERBAL, non-infringing; or (3) if procm•ement of STATUTORY OR OTHERWISE, AND the right to use or modification or WHETHER ARISING UNDER THIS replacement can not be completed by AGREEMENT OR OTHERWISE ARE COMPANY, terminate the license for HEREBY EXCLUDED, INCLUDING, the infringing softwaze product, and WITHOUT LIMITATION, THE upon termination, refund the license fees IMPLIED WARRANTIES OF paid for the infringing software product MERCHANTABILITY AND F1T'NESS as depi�eciated on a straight-line basis FOR A PARTICULAR PiJRPOSE. over a period of seven (7) years with 6) Limitation of Liability. such depreciation to commence on the (a) In the event that the software execution of this Agreement. products are determined to infringe upon COMPANY shall have no liability any existing United States patent hereunder if CLIENT modified the copyright or h•ademark rights held by software products in any mauner without any other person or entity, COMPANY the prioi` written consent of COMPANY shall defend and hold harmless CLIENT and such modification is determined by a and its officers, agents and employees court of competent jurisdiction to be a from any claim or proceedings brought contributing cause oF the infiingement or against CLIENT and from any cost if the in&ingement would have been damages and expenses finally awarded avoided by CLIENT's use of the most against CLIENT which arise as a result current revision of the soRwue products. of any claim that is based on an assertion The foregoing states COMPANY's that CLIENT's use of the soflware entire liability and CLIENT's exclusive products under this Software License remedy with respect to any claims of Agreement constitutes an infringement infringement of any copyright, patent, of any United States patent, copyright or trademark, or any property interest rights hademark provided that CLIENT by the software products, any part notifies COMPANY prompUy of any thereof, or use thereof. such claim or proceeding and gives b) THE RIGHTS AND REMEDIES COMPANY full and complete authority, SET FORTH IN TffiS SOF'I'WARE 4 COMPANY AGREEMENT TERMS AND CONDITIONS LICENSE AGREEMENT ARE make any claim or assert any right under i EXCLUSIVE AND IN LIEU OF ALL this agreement. OTf3ER RIGHTS AND REMEDIES OR 9) Governing LaFV. This Software � WARRANTIES EXPRESSED, License Agreement shal] be govemed by IMPLIED OR STAT[JTORY, and construed in accordance with the INCLUDING WITHOUT laws of CLIENT's state of domicile. LIMITATION THB WARRANTIES OF 10) Entire Agreement. MERCHANTABILTTY, FITNESS FOR a) This So�iwaze License Agreement, A PARTICLTLAR PURPOSE AND including Exhibit 1 and the functional SYSTEM INTEGRATION. description of the sofiware products c) In no event shall COMPANY be found in COMPANY's written proposal liable for special, indirect, incidental, to CLIENT, represents the entire consequential or exemplary damages, agreement of CLIENT and COMPANY including without limitation any with respect to the software products and damages resulting from loss of use, loss supersedes any prior agreements, of data, interruption of business understandiugs and representarions, activities or failure to realize savings whether written, oral, expressed, arising out of or in connection with the implied, or statutory. CLIENT hereby use of the software products. acknowledges that in entering into this COMPANY's liability for damages agreement it did not rely on any arising out of this Softwaz�e License representations or warranties other than Agreement, whether based on a theory those explicitly set forth in this Softwaxe of conhact or tort, including negligence License Agreement and the functional and strict liability shall be limited to the description of the sofiware prodacts COMPANY license fees identified in the found in COMPANY's written proposal Investment Summary. The license fees to CLIENT. set forth in the Investment Summary b) If any term or provision of this reflect and are set in reliance upon this Software License Agreement or the allocation of risk and the exclusion of application thereof to any person or such damages as set forih in this cu•cumstance shall, to any extent, be Sofivare License Agreement. invalid or unenforceable, the remainder 7) Dispute Resolution. In the event of a of this Software License Agreement or dispute between the parties undeY this the application of such term or provision Sofirvaxe License Agreement pertaining to persons or circumstances other than to pecuniary damages or losses, the those as to which it is held invalid or matter shall be settled by arbitration in unenforceable shall not be affected accordance with the then prevailing rules thereby, and each term and provision of of the American E�bitration Association. tlils Software License Agreement shall 8) No Intended Third Party be valid and enforced to the fullest Bene�ciaries. This agreement is entered extent permitted by law. into solely for the benefit of COMPANY c) This Software License Agreement and CLIENT. No tlurd party shall be may only be amended, modified or deemed a beneficiaz•y of this agreement, changed by written inshument signed by and no third party shall have the right to both par[ies. 5 COMPANY AGREEMENT TERMS AND CONDITIONS d) CLIENT should return an executed in hourly increments as delivered, plus copy of this Agreement to COMPANY. travel and other expenses, plus a 10% If the Agreement is not returned to travel processing fee. CLIENT agrees to COMPANY within 90 days finm the pay COMPANl' for the actual amount issue date, then such Agreement is of training pmvided. The quantity in the subject to be voided and prices are Investment Summary represents only an subjeqt to change. estimate of tnne requn•ed to complete all Il) Ceucellatiou or Termination. In phases of this Agreement. the event of caucellation or termination b) Upon tha completion of each service of this Software License Agreement, day, or group of days, COMPANY will CLIENT will make payinent to present a Daily I.og. CLIENT will sign COMPANl' for all sofiware products, the report indicating acceptance of the services and expenses delivered or service day and its subsequent billing, or incurred prior to the tei�nination or noting reasons for CLISNT's non- cancellation of this Software License acceptance of such. This acceptance is Agreement. ftnal. 12) Approval of Governing Body. c) CLIENT is not charged for travel CLIENT xepresents and wan•ants to time to and from the CLIENT's site. COMPANY that this Soflwaze License Only time spent on-site is billed as Agreement has been approved by its training time; excluding those cases in governing body and is a binding which the CLIENT requires the obiigation upon CLIENT. COMPANY trainer(s) to travel on the weekend, in which case CLIENT will be Professtonal Services Agreement billed for weekend travel time at a rate 1) Services Provided. COMPANY shall of $500 per weekend day. provide some or all of the following d) If CLIENT travels to COMPANX services to CLIENT', as evidenced in the location far training, then CLIENT attached Tnvestment Summary: agrees to pay all expenses related to a) Installation as described in the transpoitation of CLIENT's employees. Investment Summary; e) All requests for supporting b) Conversion of CLIENT's existing data documentation shall be made within � as set forth in the Inveshnent Suuunary. thirty (30) calendar days of invoice CLIENT is responsible for reading and delivery. Such documentation will complying with COMPANY's consist of quoted intemet rates within 7 Conversion Statement. days from the date the request is c) Training/Implementation as set forth received by the COMPANY and not in the Investment Summary; actual receipts. Such quotes will be d) ConsulHng/Analysis as set forth in the deemed acceptable documentation if ' Investment Summazy; and price is within 25% of actual amounts e) Verifica6on Testing as described in charged to CLIENT, adjnsted by unusual the Software License Agreement. or seasonal travel circumstances. 2) Professional Services F'ees. fl The rates for Veri6cation Testing shall a) Notwithstanding specific prices to the be the same as the contrary identified in the Investment Tranung/Implementation rates set forth Summary, all services will be invoiced in the Investment Summary. 6 COMPANY AGREEMENT TERMS AND CONDITIONS g) The rates listed in the Investment if COMPANY is �uiable to complete all Summaiy do not include any tax or other material action steps required to remedy governmental impositions including, the disputed matter because CLIENT has without limitation, sales, use or excise not completed the action steps required , tax. All applicable sales tax, use tax or of them, CLIENT shall remit Full excise tax shall be paid by CLIENT and payment of the invoice. shall , be paid over to the proper j) Any invoice not disputed as described authorities by CLIENT or reimbursed by above shall be deemed accepted by the CLIENT to COMPANY on demand in CLIENT. If payment of any invoice that the event that COMPANY is responsible is not disputed as described above is not ' or demand is made on COMPANY for made within sixty (60) calendar days, the payment thereo£ If tax-exempt, COMPANY reserves the right to CLIBNT must provide COMPANY with suspend delivery of all services under CLIENT's tax-exempt number or form. the Inveshnent Summary, the Software h) Payment is due within thirty (30) License Agreement, this Professional calendar days of invoice. Seivices Agreement, the Maintenance i) In the event of any disputed invoice, Agreement and, if applicable, the Third CLIENT shail provide written notice of Party Product Agreement. such disputed invoice to Attention: 3) Training Envlronment. If training COMPANY Controller at the address is being conducted at the CLIENT's site, listed on the cover of this Agreement. the CLIENT is responsible for providing Such written notice shall be provided to a productive environment to conduct COMPANY within fifteen (15) calendar training. COMPANI' is not responsible days of CLIENT's receipt of the invoice. for its inability to conduct training or for M additional fifteen (15) days is inadequate tranung arising due to allowed for the CLIENT to provide interruptions and/or unavailability of written clarification and details for the CLIENT personnel to be trained. Time disputed invoice. COMPANY shall spent on-site by COMPANY that results provide a written response to CLIENT in non-productive traimng time beyond that shall include either a jtiisGfication of COMPANY's control wili be billed as the invoice or an explanation of an h•aining time. COMPANY will make adjustment to the invoice and an action reasonable efforts to schedule training plan that will outline the reasonable on dates requested by the CLIBNT. steps needed to be taken by COMPANY Trainers will be on-site approximately and CLIENT to resolve any issues noon Monday through noon Friday. presented in CLIENT's notification to This allows appropriate travel time to COMPANY. CLIENT may withhold and from the CLIENT's site. payment of only the amount actually in 4) Additional Services. Services dispute until COMPANY provides the utilized in excess of those set forth in the _ required written response, and full Investment Summary and additional payment shall be remitted to related services not set forth in the COMPANY upon COMPANY's Investment Summary will be bi(led at completion of all material action steps COMPANY's then current market rate required to remedy the disputed matter. for the service as they are incurred. Nohvithstanding the foregoing sentence, 7 COMPANY AGREEMENT TERMS AND CONDITIONS 5) Limitation of Liability. COMPANI' 9) Cancellation or Termination. In the shall n.ot be liable for inaccurate data in event of cancellation or tetmination of COMPANY's application so$ware tlus Professional Services Agreement, which is the result of conversion of CLIENT will make payment to inaccwrate data from the previous COMPANY for all services and system. COMPANY's liability for expenses delivered ar incuned prior to damapes at9sing out of this Professional the terminarion or cancellation of this Services Agreement, whether based on a Professional �ervices Agreement. theory of contract or tort, including 10) Entire Agreemen� negligence and strict liability, shall be a) This Professional Services Agreement limited to the professional service fees represents the entire ag�eement of identified in the Investment Suuunary. CLIENT and COMPANY with respect The CLIENT shall not in any event be to the professional services and entitled to, a�id COMPANY shall not be supersedes any prior agreements, liable for, indirect, special, iucidental, understaudings and representations, consequential or exemplary damages of whether written, oral, expressed, i any nature. The professional service fees implied, or statutory. CLIENT hereby . set forth in the Investment Snmmary acknowledges that in entering into this ' reflect and are set in reliance upon this agreement it did not rely on any allocation of risk and the exclusion of representations or warranties other than such damages as set forth in this those explicitly set forth in this Professional Services Agreement. Professional Services Agreement. � Dispute Resolution. In the event of a b) If any term or provision of this dispute between the pazties under this Professional Service Agreement or the Professional Services Agreement application thereof to any person or pertaining to pecuniary damages or circumstance shall, to any extent, be losses, the mattes shall be settled by invalid or unenforceable, the remainder arbitration in accordance with the then of this Professional Services Agreement prevailing rules of the American or the applicaUon of such term or Arbitration Association. provision to persons or circumstances 7) No Iutended Third Party other than those as to which it is heid Beneficiaries. This Professional invalid or unenforceable shall not be Services Agreement is entered into affected thereby, and each term and solely fox the benefit of COMPANY and provision of this Professional Services CLIENT. No third party shall be deemed Agreement shall be valid and enforced to a beneficiary of this Professional the fullest extent permitted by law. Services Agreement, and no third party c) This Professional Services Agreement shall have the right to make any claim or may only be amended, modified or assert any right under this Professional changed by written instrument signed by Sarvices Agreement. both parties. 8) Governing Law. This Professional d) CLIENT should retum an executed Services Agreement shall be governed copy of this Agreement to COMPANl'. by and construed in accordance with the If the Agreement is not retumed to laws of CLIENT's state of domicile. COMPANY within 90 days from the issue date, then such Agreement is 8 COMPANY AGREEMENT TERMS AND CONDITIONS subject to be voided and piices are entitled "Support Teims for CLIENTs subject to change. Not Participating in the Annual Software 11) Approval of C.overniug Body. Maintenance Agreement ". CLIENT represents aud warrants to 3) Payment. COMPANY that this Professional a) CLIENT agrees to pay COMPANY Seivices Agreement has been approved the amount idenrified in the Investment by its goveming body and is a binding Summaty for licensing and support obliga�ion upon CLIENT. services, as� described below. The licensing fee of the COMPANY Annual Sofrivare Maintenance Software includes six month's Agreement maintenance from the time the Software 1) Scope of Agreement. The CLIENT is installed. The annual amount agrees to purchase and COMPANY identified in the Investment Summary agrees to provide services far the will become due the first of the month software products listed on the cover of following six months after the this Agreement in accordance with the installation of the COMPANY soflware. foilowing terms and conditions. Both This payment is due and payable in parties acknowledge that this Annual accordance with Section General Software Maintenance Agreement Payment Tercns or amended in any covers both Support for the softwaze attached addendum. products listed on the cover of this b) Additional Charges. Any maintenance Agreement and Licensing of updates of performed by COMPANY for the such installed software prodncts. CLIENT, which is not covered by this 2) Term of Agreement. This Annual Annual Software Maintenance Software Maintenance Agreement is Agreement, will be charged at effective on the date executed by an COMPANY's then current market rates. officex of COMPANY and shall have a All materials supplied i� connection term beginning upon the first of the with such non-covexed maintenance or month six months after the installation of support plus expenses will be charged to the COMPANY Software and ending CLIENT. upon the last day of the month one year c) Support and services will be following that date. suspended whenever CLIENT's account a) This Aunual Software Maintenance is thirty (30) calendar days overdue. Agreement will automatically renew for Support and services will be reinstated subsequent one-year tenns unless either when CLIENT's account is made pazty gives the other party at least thirty current. days prior written notice of its intent not 4) Terms and Conditions for to renew. Fees for subsequent years are Licensing of Updates of the Installed subject to change. Sofhvare Products. b) If CLIENT has not elected to a) CLIENT is hereby granted the non- participate in the COMPANY Annual exclusive and nontransferable license Soflware Maintenance Ag�eement, or and right to use the additional versions elects not to renew the Agreement, the of the installed software products listed CLIEN'T shall acquire Software on the Cover of this Agreement which maintenance in accordance to the Section COMPANY may release during the term 9 COMPANY AGREEMENT TERMS AND CONDITIONS of this Annual Sofiware Maintenance fl CLIENT may make copies of the Agreement. COMPANY agrees to licensed software products for archive extend and CLIENT agrees to accept a pmposes only. Tlie CLIENT will repeat license snbject to the terms and any proprietary notice on the copy of the conditions contained herein for the sofiware products. The documentation installed software products. accompanying the pmduct may not be b) The installed sofiware products listed copied except for intemal use. are lic�nsed for use oniy for the benefit g) For as lbng as a cunent Annual of CLIENT listed on the cover of this Soflware Maintenance Agreement is in I Agreement. The sofiware products are place, COMPANY sha11 promptly ; not licensed to perform funcrions or correct any functions of the softwu•e processing for subdivisions or entities products which fail to substan6ally ', that were not considered by COMPANY comply with COMPANY's ' when COMPANl' placed CLIENT in documentation for the most cun�ent the categoiies listed on the cover of this version of the software products. If Agreement. CLIENT has made modifications to the c) As long as a current Annual Software softwue products, COMPANY will not Maintenance Agreement is in place, this make such corrections, unless License may be transferred to another modifications were specifically hu•dware system used for the benefit of authorized in writing by COMPANY. CLIENT. CLIENT agrees to notify 5) Terms and Condittons for Support. COMPANY prior to transfening the a) COMPANY shall provide software licensed products to any other system. related CLIENT support during standard The cost for new media or any required support hours. Currently, regular technical assistance to accommodate the support hours are from 8:OOam to transfer would be billable charges to the S:OOpm Central Standard Time, Monday CLIENT. thru Friday, excluding holidays. d) CLIENT agrees that the software Extended support hours are from 7:OOam products are proprietary to COMPANY to 8:OOam CST and S:OOpm to 7:OOpm and have been developed as a trade CST, Monday thru Friday, excluding secret at COMI'ANY's expense. holidays. Incidents (problem calls) may CLIENT agrees to keep the software be initiated via COMPANY's toll free products confidential and use its best support line, via e-mail to COMPANY's efforts to prevent any misuse, support group or via COMPANY's unauthorized use or unauthorized support web-site during regulu support disclosures by any party of any or all of hours. During extended support hours, the software products or accompanying incidents must be initiated via e-mail to documentation. COMPANY's support group or via e} If CLIENT has made modifications to COMPANY's support web-site. the software products, COMPANY will COMPANI' reserves the right to modify not support the modified software these suppoLt hours as COMPANY sees producta, unless modifications were ftt in order to better serve its CLIENT. specifically authoiYZed in writing by Assistance and support requests which COMPANY. require special assistance from COMPANY's development group will 10 COMPANY AGREEMENT TERMS AND CONDITIONS be taken and d'u•ected by snpport a) CLIENTs not on Software Stiipport personneL Maintenance will receive the lowest b) COMPANY wiil maintain staff that is priority for Software Support. appropriately h�ained to be familiu wiUi b) CLIENTs not on Software Support the software products in order to render Maintenance will be required to assistance, should it be required. purchase new releases of the Software. c) COMPANY will provide CLIENT New Releases will include fixes, with a�l updates that COMPt1NY may enhancements and updates, such as, Tax make to the then cureent version of the Tables, W/2 reporting formats, 1099 installed software products covered in changes, etc. this Agreement. c) CLIENTs not on Sotlware Support d) CLIENT acknowledges that the Maintenance will be charged $175 per updates/enhancements may not be hour with a one-hour minimum for all compatible with CLIENT's particular software suppod calls. hardware configuration or operating d) CLIENTs not on Software Support system. CLIENT acknowledges that Maintenance will not be granted access additional hardware and software may to COMPANY's software support web- be required at the CLIENT's expense in sife. � order to utilize the e) CLIENTs not on Software Support j updates/enhancements, Maintenance are subject to higher rates i e) COMPANY will make available for training and continuing education I appropriately trained personnel to perfoimed by COMPANY employees. provide CLIENT additional training, This is due to the fact that the CLIENT program changes, analysis, consultation, may not be utilizing the most current recovery of data, conversion, non- version of our soflware. coverage maintenance service, etc., fl COMPANY will not guarantee a billable at the current per diem rate plus program fix to a documented bug for expenses. COMPANY e�nploys mR�sy software versions that are not the CPAs but is not a board registered CPA currently released version. Since every f���n, CLIENT is on Software Support � COMPANY shall provide CLIENT Maintenance, often times, bug fixes are with on-line support through the use of rolled into the latest release and then communications modem and softwaze. sites are upgraded to the latest release of 6) Support Terms for CLIENTs Not the software. Participafiug in the Anmial Soft�vare g) If a CLIENT decides to discontinue Maintenance Agreement. The Software Support Maintenance and later Software License Agreement includes six chooses to reinstate Soflware Support months free maintenance. Tf CLIENT Maintenance, the CLIENT will be elects not to participate in the required to pay the portion of annual COMPANY Annual Soflware software support maintenance fees for Maintenance Agreement, CLIENT shall the Enhancement and Software Updates receive support on a Time and Materials (27%), dating back to the date when the basis following six months after the CLTENT discontinued Software Support COMPANY Soflware is installed in Maintenance. Once again, COMPANY accordance �vith the following terms: feels any CLIENT not on Software 11 COMPANY AGREEMENT TERMS AND CONDITIONS Support Maintenance will not be onsite support, application design, and satisfied with the level of support they other consulting seivices, suppori of an I will receive, which in turn, makes a operating system or hardware, or any dissatisfled CLIENT. COMPANY suppori requested outside of standard prides itself on customer satisfaction, support houxs. which is why we shrongly encourage b) CLIENT shall be responsible for every CLIENT to purchase Software implementing at its expense, all changes SupporE Maintenance. to the curl�ent version. CLIENT 7) Additional Services. The Services understands that changes furnished by listed below are not included in the COMPANY for the current version are COMPANY Softwaze Maintenance for implementation in the current i , Agreement. These services shall be installed software products version, as it provided at COMPANY's discretion and exists without customization or CLIENT will be billed on a Time and Materials alteration. basis at COMPANY's cuizent rates. 9) CLIENT Responsibilities. a) Changes to print prograrus. a) CLIENT shall pt•ovide, at no charge to b) Softwaze modifications. COMPANl', full and free access to the c) Software Training. programs covered hereunder: working d) Responding to problems caused by space; adequate facilities within a bad data. reasonable distance from the equipment; e) Responding to problems caused by and use of machines, attachments, hardware. features, or other equipment necessary to � Responding to problems caused by provide the specified support and operator error. maintenance service. Such environment g) Responding to problems caused by includes, but is not limited to; use of the sofiware that is not COMPANY appropriate operating system at the softwaze. version and release levels specified by h) Responding to problems resuiting COMPANY and additionally specifies from misuse, accidents, CLIENT that the environment for any neglect, fire, or any other cause not COMPANl' soflware application within COMPANY's reasonable control. requires the CLIENT to have e-mail and i) Changes inade to the COMPANY Internet access. CLIENT shall provide Softwaze by someone other than telephone lines, communications COMPANY personnel. software specified by COMPANY, and j) Any other services performed by all equipment necessary to use COMPANY not otherwise specifically COMPANY's on-line support. CLIENT provided for in this Agreement, including will be responsible for ali additional but not limited to, bank reconciliation, costs incurred to the extent such reconciling out of balance reports, hardware and software does not conform balancing segments of the system, etc. to COMPANY's specifications. The 8) Limitations and Exclusions. The acquisitions of necessary hardware and support and services of this Maintenance software meeting the requirements then Agreement do not include the following: in effect shall be sole responsibility of a) Support service does not include the the CLIENT. installation of the software products, 12 i COMPANY AGREEMENT TERMS AND CONDITIONS b) CLIENT sUall maintain a dialup, IP or accordance with the laws of CLIENT's VPN connecdon ttu�ough pcAnywhere, state of domicile. Citrix or Microsoft Terminal Seivices. 14) Eutire Agreement. COMPANY, at its option, shall use the a) This Annual Softwaze Maintenance connection to assist with problem Agreement represents the entire diaguosis and resolution. This agreement of CLIENT and COMPANY connec�ion shall be dedicated for the use with respect to the maiutenance of the of COMPANI' and shall not be shared software products and supersedes any with fax or intemet connection line. prior agreements, understandings and c) CLIENT must maintain an active e- representations, whether wiitten, oral, mail address capable of receiving a 5 expressed, implied, or statutory. MB attachment. This e-mail account CLIEN'I' hereby acknowledges that in must be accessible from a PC connected entering into this agreement it did not to the server hosting the COMPANY rely on any representations or warranties software applications. other Uian those explicitly set forth in d) CLIENT must open firewall ports to this Annual Softwaze Maintenance enable access to COMPANY's F'I'P Agreement. server for program updates via Live b) If any term or provision of this Update. Agreement or the appiication thereof to 10) Non-Assignability. The CLIENT any person or cu•cumstance shall, to any shall not have the right to assign or extent, be invalid or unenforceable, the transfer its rights hereunder to any party. remainder of this Annual Software I1) Force Majeure. COMPANY shall Maintenance Agreement or the not be responsible for delays in servicing application of such teim or provision to the praducts covered by this Annual persons or circumstances other than � Software Maintenance Agreement those as to which it is held invalid or I caused by strikes, lockouts, riots, unenforoeable shall not be affected '. epidemic, war, government regulations, thereby, and each term and provision of : fire, power failure, acts o£ God, or other this Annual Software Maintenance causes beyond its control. Agreement shall be valid and enforced to 12) Limitation of Liability. The the fullest extent permitted by law. liability of COMPANY is hereby limited c) This Annual Soflware Maintenance to a claim for a money judgment not Agreement may only be amended, exceeding the fees paid by the CLIENT modified or changed by written for services under this Anruial Software instrument signed by both parties. Maintenance Agreement. The CLIENT d) CLIENT should return an executed shall not in any event be entitled to, and copy of this Agreement to COMPANY. COMPANY shall not be liable far, If the Agreement is not returned to indirect, special, incidental, COMPANY within 90 days from the consequential or exemplary damages of issue date, then such Agreement is anynature. subject to be voided and prices are 13) Governing La�v. This Annual snbject to change. Software Maintenance Agreement shall Ue govemed by and construed in 13 COMPANY AGREEMENT TERMS AND CONDITIONS Ha►•dware and System Sofrivare Such written notice shall be provided to Agreement COMPANY wiUun fifteen (15) calendar 1) Agreement to License m� Sell days of CLIENT's receipt of the invoice. Hardware. For the price set forth in the An additionai fifteen (15) days is Investment Snmmary (Hardware & allowed for the CLIENT to provide System Software), COMPANY ag•ees to written clarification and details for the liceuse or sell and deliver to CLIENT, disputed invoice. COMPANY shall and CLI�ENT agrees to accept from provide a writt�n response to CLIENT COMPANY the hardware and system that shall include either a justification of software products set forth in the the invoice or an explanation of an Inveslment Stuxunary. adjustment to the invoice and an action . 2) License of Hardware. plan that will outline the reasonable a) Upon CLIENT's payment for the steps needed to be taken by COMPANY hazdwaze listed in the Investment and CLIENT to resolve any issues Summazy, for the license fees set forth in presented in CLIENT's notificaUon to the Investment Summary, COMI'ANY COMPt1NY. CLIENT may withhold shall grant to CLIENT and CLIENT payment of only the amount actually in shall accept from COMPANY a non- dispute until COMI'ANY provides the exclusive, nontransferable, non- required written response, and full assignable license to the hardwaze and payment shall be remitted to system software products and COMPANY upon COIvIPANY's accompanying documentation and completion of all material action steps related materials for internal business required to remedy the disputed matter. purposes of CLIENT, subject to the Notwithstanding the foregoing sentence, conditions and limitations in this section. if COMPANY is unable to complete all 3) Price. CLIENT agees to pay material action steps required to remedy COMPANY and COMPANY agrees to the disputed matter because CLIENT has accept from CLIENT as payment in full not completed the action steps required for the hardware and system software of them, CLIENT shall remit full products, the price set forth in the payment of the invoice. Investment Summary at the following d) Any invoice not disputed as described manner: above shall be deemed accepted by the a) Ttventy-five percent (25%) of the CLIENT. If payment of any invoice that price of all hardware and system is not disputed as described above is not software products listed in the made within sixty (60) calendar days, Investment Summary upon execution of COMPANY reserves the right to this Agreement; and suspend delivery of all services under b) The remaining balance of the price of the Investment Summaxy, the Software each item delivered to CLIENT upon License Agreement, the Professional delivery of each product. Services Agreement, the Maintenance c) In the event of any disputed invoice, Agreement and this Hardware and CLIENT shall provide written notice of System Software Agreement. such disputed invoice to Attention: 4) Costs and Taxes. COMPANY Controller at the address a) Unless otherwise indicated in the listed on the cover of this Agreement. Investment Summary, the price includes ia COMPANY AGREEMENT TERMS AND CONDITIONS costs for sUipment of and insurance data in the form and format requested by while in transit for the hardware and COMPANY, on or beFore the date system software products from the specified by COMPANY or to have supplier's place of manufactm�e to verified such data for accuracy, CLIENT's site. submission of enroneous data to b) The price listed in the Invesrinent COMPANY or CLIENT's failure to have Summary does not include any tax or completely prepaz�ed the Hazdware's other � goveivmental impositions installation site �prior to the Hardwue's including, witUout limitation, sales, nse actual delivery inciuding, but not limited or excise tax. All applicable sales tax, to, failure to have all electrical work and use tax or excise tax shall be paid by cable installation completed. CLIENT and shall be paid over to the 8) Installation and Verification. If proper authoiities by CLIENT or itemized in the Investment Summary, the reimbursed by CLIENT to COMPANY price includes installation of the on demand in the event that COMPANY hudware and system software products. is responsible or demand is made on Upon the completion of instaliation, COMPANY for the payment thereof. If CLIENT shall obtain from the installer a tax-exempt, CLIENT must provide certificarion of completion, or similar COMPANY with CLIENT's tax-exempt document, which certification or similar number or forrn. document shall constitute CLIENT's 5) F.O.B. Point. Delivery of each acceptance of the hardwaze and system , hardware and system software product software products. Such acceptance shall I shall be F.O.B. CLI�NT's site. be fmal and conclusive except for latent 6) ScLedule of Delivery. Delivery of defects, frand, and such gross mistakes each hardware and system software as amount to fraud and rights and product shall take place according to remedies available to CLIENT under the mutually agreeable schedule, but paragraph hereof entitled Warranties. COMPANl' shall not be liable for 9) Site Requirements. CLIENT shall failure to meet the agreed upon schedule prepare the installation site prior to the if, and to the extent, said failure is due to delivery of the hardware and system causes beyond the control and without softwaze. CLIENT is solely responsible the fault of CoMPANY. for and will fumish all necessary labor � CLIENT Delays. If any act or failure and material to install all associated to act by the CLIENT delays electrical lines, CRT cables, and COMPANY's performance, COMPANY telephone lines for communication shall be excused firom performance for an modems. CLIENT is responsible for amount of time commensurate with the installing a11 required cables. delay caused by CLIENT. CLIENT 10) Warranties. acknowledges that its delay may excuse ALL WARRANTIES RELA'I'ING TO COMPANY from performance for an THE HARDWARE t1ND SYSTEM amount of time greater than the delay SOFTWARE ARE PROVIDED caused by CLIENT. Such delays by DIRECTLY FROM THE HARDWARE CLIENT that may cause COMPANY to MANUFACTURERS AND/OR delay performance include, but are not SOFTWARE PUBLISHfiRS iJNDER limited to failure to have prepaz•ed any THE TERMS AND CONDTTIONS OF 15 COMPANY AGREEMENT TERMS AND CONDITIONS THEIR RESPECTIVE WARRANTIES. Investment Sumntary. The prices set THE WARRANTIES SET FORTH IN forth in the Investment Summary reflect THIS HARDWARE AND SYSTEM and are set in reliance upon this SOFTWARE AGREEMENT ARE allocation of risk and the exclusion of EXCLUSIVE AND IN LIEU OF ALL such damages as set forth in this OTHER RIGHTS AND REMEDIES Hardware and System Software REPRL'SENTATIONS OR Agreement. WARRt1lVTIES EXPRESSED, 13) Dispute Re3olution. In Uie event of IMPLIED OR STATUTORY, a dispute between the parties under this INCLUDING WITHOiTI' Hardware and System Software LIMITATION THE WA1tRANTIES OF Agreement pertaining to pecuniary MBRCHANTABTLITY, FITNESS FOR damages or losses, the matter shall be A PARTICiJLAR PIJRPOSE AND settled by arbitration in accordance with SYSTEM INTBGRATION. the then prevailing rules of the American i 11) Maintenance. There is no hardware Arbitration Association. maintenance provided puisuant to this 14) Governing La�v. This Hardwaze and Agreement Hardwue warranty and/or System Software Agreement shall be maintenance are typically provided by the governed by and construed in manufacturer or a Third Party. Tn accordance with the laws of CLIENT's situations where COMPANY and the state of domicile. CLIENT agee that COMPANY will 15) Cancellation or Termination. In provide hardware maintenance, such the event of cancellation or termination hardware maintenance shall be governed of this Hardware and System Software by the terms of COMPANY's Annual Agreement, CLIENT will make payment Hardware Maintenance agreement. to COMPANY for all products and 12) Llmitatton of Liabllity. CLIENT related services and expenses delivered expressly assumes sole responsibility for or incurred prior to the termination or the selection and use of the hardware cancellation of this Hardware and and system software, In no event shall System Software Agreement. CLIENT COMPANY be liable for special, may also be responsible for restocking indirect, incidental, consequential or fees. exemplazy damages, including without 16) Entire Agreement. limitation any damages resulting from a) This Hardware and System Software loss of use, loss of data, intemtption of Agreement represents the entire business activities or failure to realize agreement of CLIENT and COMPANY savings arising out of or in connection with respect to the hardware and system with the use of the hardware and system softwaz�e products and supersedes any software products. COMPANY's prior agreements, understandings and liability for damages arising out of this representations, whether written, oral, Hardware and System Software expressed, implied, or statutory. Agreement, whether based on a theory CLIENT hereby acknowledges that in of contract or tort, including negligence entering into this agreement it did not and strict liability shall be limited to the rely on any representations or warranties price of the hatdware and system other than those explicitly set forth in software products set forth in the 16 ; COMPANY AGREEMENT TERMS AND CONDITIONS this Hardware and System SoBware hardware to be covered (i.e. ALL cash Agreement. drawers, ALL receipt priuters, etc.). b) Lf any teini or provision of Uiis 2) P►•ice. The CLIENT agrees to pay Hardware and System Software the Annual Hardware Mainteuance fee Agreement or the application thereof to specified in this Agreement. any person or circumstance shall, to any COMPANY guarantees this fee for the extent, be invalid or unenforceable, the term of the Annua] Hardware remainde� of this Hardware and System Maintenance Ag�eement. However, fees SoRware Agreement or the application for subsequent years aze subject to of such term or provision to persons or change. circumstances other than those as to 3) Payment. CLIENT agrees to pay the which it is hefd invalid or unenforceable Annual Hardware Maintenance shall not be affected thereby, and each Agreement fee in accordance with the term and provision of this Hardware and following terms: 3ystem Software Agreement shall be a) The CLIENT will be invoiced 12 valid and enforced to the fullest extent months after the initial installation of the permitted by law. hardware. c) This Hardware and System Sofiware b) In order for equipment to be eligible Agreement may only be amended, to be covered under this Annual modified or changed by written Hardware Maintenance Agreement, the instrument signed by both parties. equipment must be covered beginning d) CLIENT should return an executed 12 months after the installation date of copy of this Agreement to COMPANY. the equipment and must remain under If the Agreement is not retumed to continuous coverage on the Annual COMI'ANY within 90 days from the Hardware Maintenance Agreement issue date, then such Agreement is 4) Equipment Maintenance Program subject to be voided and prices are Terms. COMPANY agrees to provide subject to change. the maintenance on the equipment 17) Approval of Governing Body. specified under this agreement in CLIENT represents and warrants to accordance to the following terms: COMPANY that tlus Hardware and a) In the event of equipment failure, System Software Agreement has been COMPANY will repair the defective approved by its goveming body and is a equipment and provide the CLIENT binding obiigation upon CLIENT. with "like or near like" equipment while the defecrive equipment is being Annual Hard�vare Maintenance repaired. Agreement b) CLIENT shall notify COMPANY of 1) Scope of Agreement. For the prices equipment failure. Upon notification, set forth in the Investment Summary, COMPANY will slup via over-night CLIENT requests to cover and service to the CLIENT the appropriate COMPANY agrees to cover the loaner equipment The CLIENT shall equipment specified on tlte cover of this package the defective equipment in its agreement in accordance with the original container and ship the following terms and couditions. equipment to COMPANY. COMPANY requires ali like-kind 17 COMPANY AGREEMENT TERMS AND CONDITIONS c) Once the equipment is repaired, it accordance with the laws of CLIENT's will be shipped to the CLIENT. Upon state of domicile. receipt of the repan•ed equipment the 8) Endre Agreement. CLIENT shall ship the louier equipment a) This Annual Hardware Maintenance back to COMPANY. The loaner Agreement represents the entire equipment should be shipped back to ageement of CLIENT and COMPANY COMPANY within two days of with respect to the maintenance of the receiving 4he repaired equipment. The hardwate and sy9tem software products CLIENT agrees to pay daily rental fees and supersedes any prior agreements, to COMPANY if the loaner equipment is understandings and representations, not shipped back to COMPANY within whether written, oral, expressed, the time frame specified. implied, or statutory. CLIENT hereby d) The CLIENT is responsible for aclaiowledges that in entering into this shipping cost related to shipping agreement it did not rely on any equipment to COMPANY. COMPANY representations or warranties other than is responsible for shipping cost related to those explicitly set forth in this Annual shipping eGuipment to the CLIENT. Hardwaze Maintenance Agreement. 5) Definitions. The following b) If any term or provisiou of this definitions apply to the terms of this Agreement or the application thexeof to Annual Hardware Maintenance any person or circumstance shall, to any Agreement: extent, be invalid or unenforceable, the a) Loaner Equipment. Equipment remainder of this Annual Hardware loaned to the CLIENT by COMI'ANY Maintenance Agreement or the for use while the CLIENT's equipment is application of such ternt or provision to � being repaired, persons or circumstances other than b) Like or Near-Like Equipment. those as to which it is held invalid or Equipment compatible with the unenfoxceable shall not be affected CLIENT's computer system and capable thereby, and each term and provision of of performing the tasks performed by the this Annual Hardwaze Maintenance equipment being repaired. Agreement ahall be valid and enforced to 6) Limitation of Liability. The liability the fullest extent permitted by law. of COMPANY is hereby limited to that c) This Annual Hardware Maintenance claim for the money judgment not Agreement may only be amended, exceeding the fees paid by the CLIENT modified or changed by written for services under this Annual Hardware instrument signed by both parties. Maintenance Agreement. The CLIENT d) CLIENT should return an executed shall not in any event be entitled to, and copy of ttus Agreement to COMPANY. COMI'ANY shall not be liable for, If the Agreement is not retumed to indirect, special, incidental, COMPANY within 90 days from the consequential or exemplary damages of issue date, then such Agreement is any nature. subject to be voided and prices are 7} Governing Law. This Annual subject to change. Hardware Maintenance Agreement shall be governed by and construed in 18 COMPANY AGREEMENT TERMS AND CONDITIONS Third Party Product Agreement unauthorized disclosures by aziy party of 1) Agreement to License or Sell Third any ar all of the tliud party software Party Products. For tlie price set fortli products or accompanying in the Inveshnent Summary (Hardware documentation. & System Software), COMPANY agrees e) CLIENT shall not perform to license or sell and deliver to CLIENT, decompilation, disassembly, translation and CLIENT agrees to accept from or other reverse engineering on the COMPAN� the third pu products set software products�. forth in the Investment Summary. fl CLIEN'T may make copies of the 2) License of Third Party SoftFVare software products for archive purposes Products. only, CLIENT will repeat any , a) Upon CLIENT's payment for the tliird proprietary notice on the copy of the ' party sofiware products listed in the software products. The documentation Inveshnent Surnmary, for the license accompanying the sofiwaze products fees set fotth in the Investment may not be copied except for internal Summary, COMPANY shall grant to use. CLIENT and CLIENT shall accept from 3) Price. CLIENT agrees to pay COMPANY a non-exclusive, COMPANY and COMPANY agrees to nontransferable, non-assignable license accept from CLIENT as payment in full to use the third party sofiware products for the third party products, the price set and accompanying documetitation and forth in the Inveshnent Summary at the related materials for inteinal business following manner: purposes of CLIENT, subject to the a) T�venty-five percent (25%) of the condirions and limitations in this section. price of all third party products listed in b) Ownership of the third paity software the Investment Summary upon execution products, accompanying documentation ofthisAgreement;and and related materials, shall remain with b) The remaining balance of the price of the third party manufactuxer or supplier. each item delivered to CLIENT upon c) The right to hansfer this license to a delivery of each product. replacement hardware system is c) In the event of any disputed invoice, governed by the Third Party. The cost CLILNT shall provide written notice of for new media or any requii�ed technical such disputed invoice to Attention: assistance to accommodate the transfer COMPANY Controller at the address would be biliable charges to CLIENT, listed on the cover of this Agreement. Advance written notice of any such Such written notice shall be provided to transfer shall be provided to COMPANl' within fifteen (15) calendar COMPANY. days of CLIENT's receipt of the invoice. d) CLIENT agrees that the third party An additional fifteen (15) days is software products are proprietazy to the allowed for the CLIENT to provide third party manufacturer or supplier and written clarification and details for the have been developed as a trade secret at disputed invoice. COMPANY shall the third-party's expense. CLIENT provide a written response to CLIENT agrees to keep the software products that shall include either a justification of confidential and use its best efforts to the invoice or an explanation of an prevent any misuse, unauthorized use or adjustment to the invoice and an action 19 COMPANY AGREEMENT TERMS AND CONDITIONS plan that will outline the reasonable proper authorities by CLIENT or steps needed to be taken by COMPANY reimbursed by CLIENT to COMPANY and CLIEN'I' to resolve any issues on demand in the event that COMPANY presented in CLIENT's nofificadon to is responsible or demand is made on COMPANY. CLIENT may withhold COMPANY for the payment thereof. If payment of only the amount actually in ta�c-exempt, CLIENT must provide dispute until COMPANY provides the COMPANY with CLIENT's tax-exempt required written response, and full number or form. � paytnent shall be remitted to 5) F.O.B. Point, Delivery of each tlurd COMPANY upon COMPANY's party product shall be F.O.B. CLIENT's completion of all material action steps site. required to remedy the disputed matter. � Schedule of Delivery. Delivery of Notwithstanding the foregoing sentence, each thu•d party product shall take place if COMPANY is unable to complete all according to mutually agreeable material action steps required to remedy schedule, but COMPANY shall not be the disputed matter because CLIENT has liable for failure to meet the aa�eed upon j not completed the action steps required schedule if, and to the extent, said failure i. of them, CLIENT shall remit fiill is due to causes beyond the control and �, payment of the invoice. without the fault of COMPANY. 'I d) Any invoice not disputed as described 7) Iustallation and Verificatlon. ' above shall be deemed accepted by the a) If itemized in the Investment CLISNT. If payment of any invoice that Summazy, Ute price includes installation is not disputed as described above is not of the third party products. Upon the made within sixty (60) calendar days, completion of installation, CLIENT shall COMPANY reserves the right to obtain from the instalter a certification of suspend delivery of ail services under completion, or similaz• document, which the Investment Summary, the Software certification or siruilaz document shall License Agreement, the Professional constitute CLIENT's acceptance of the Services Agreement, the Maintenance third party products. Such acceptance Agreement and this Third Party Product shall be final and conclusive except for Agreement. latent defects, fraud, and such gross 4) Costs and Taxes. mistakes as amount to fraud and rights a) Unless otherwise indicated in the and remedies available to CLIENT Tnvestment Summary, the piYCe includes under the paragraph hereof entitled costs for shipment of and insurance Warranties. while in transit for the third party 8) Site Requirements. CLIENT shall products from the supplier's place of provide: manufacture to CLIENT's site, a) a suitable environtnent, location and b) The price listed in the Investment space for the installation and operation Summary does not include any tax or of the third party products; other governmental impositions b) sufficient and adequate electrical including, without limitation, sales, use circuits for the third party products; and or excise tax. All applicable sales taac, c) installation of all required cables. use tax or excise tax shall be paid by CLIENT and shall be paid over to the 20 COMPANY AGREEMENT TERM5 AND CONDITIONS 9) Warranties. Third Party Application Software and a) COMPANY is authoiized by the installing the software if installation mauufachuer or supplier of all third services are provided in this Agreement. party software products listed in the 11) Liroitation of Liability. CLIENT Inveshnent Summary to grant licenses or e�cpressly assumes sole responsibility for sublicenses to suchproducts. the selection and use of the Third Party b) Unless otherwise noted in any Application Software. In no event shall attached � addendum, COMPANl' COMPANY be � liable for special, � wan•ants that each third party product indirect, incidental, consequential or i shall be new and unused, and if CLIENT exemplary damages, including without � fitlly and faithfully performs each and limitation any damages resulfing from � every obligation required of it under the loss of use, loss of data, interruption of Third Party Product Agreement, businass activities or failure to realize CLIENT's title or license to each third savings arising out of or in connecrion puty product shali be free and clear of with the use of the third pariy products. all liens and encumbrances arising COMPANY's liability for damages through COMPANY. arising out of this Third Party Product c) The parties understand and agree that Agreement, whether based on a theoiy COMPANY is not the maruifacturer of of contract or tort, including negligence the third party products. As such, and strict liability shall be limited to the COMPANY does not warrant ar piice of the third party products set forth guarantee the condition of the third party in the Investment Summary. The prices products or the operation characteristics set forth in the Investment Snmmary of the third party products. d) THE reflect and are set in reliance upon this WARRANTIES SET FORTH IN THIS allocation of risk and the exclusion of THIRD PARTY PRODUCT such damages as set forth in this Third AGREEMENT ARE EXCLUSNE Party Product Agreement. AND IN LIEU OF ALL OTHER 12) Dispute Resolution. In the event of RIGHTS AN17 REMEDIES a dispnte between the parties nnder this REPRESENTATIONS OR Third Party Product Agreement WARRt1NTIES EXPRESSED, pertaining to pecuniary damages or IMPLIED OR STATUTORY, losses, the matter shall be settled by INCLUDING WIT'fIOUT arbitration in accordance with the then LIMITATION THE WARRANTIES OF prevailing rules of the American MERCHANTABILITY, FITNESS FOR Arbitration Association. A PARTICULAR PURPOSE AND 13) Governing Law. This Third Party SYSTEM 1N'PEGRATION. Product Agreement shall be govemed by 10) Maintenance. It shall be the and construed in accordance with the responsibility of CLIENT to repair and laws of CLTENT's state of domicile. maintain the third party products after 14) Cancellation or Termination. In acceptance. Support for Third Party the event of canceltation or termination Applicarion Software is not provided by of this Third Party Product Agreement, COMPANY unless othenvise specified CLIENT will make paytnent to in this Agreement. COMPANY's COMPANY for all products and related responsibility is limited to delivering the setvices and expenses delivered or 21 COMPANY AGREEMENT TERMS AND CONDITIONS incurred prior to the termination or Product Agreeme�t has been approved cancellation of this Third Patty Prodiict by its governing body and is a binding Agreement. obligation upon CLIENT. 15) Entlre Agreemeut. a) This Third Party Product Agreement General Retuiv Merchandise represents the entire agreement of Authorization (RMA) Pollcy. CLIENT and COMPANY with respect a) In order to return or replace any to the thiid party products and product ordered� from COMPANY, supersedes any prior agreements, CLIENT will need to request and obtain understandings and representations, an RMA number from appropriate whether written, oral, expressed, COMPANl' personnel. RMA numbers implied, or statutory. CLIENT hereby will be issued at the discretion of acirnowledges that in entering into this COMPANl' and products retumed agreement it did not rely on any without an RMA number may be refused � representations or warrauties other than by COMPANY. COMPANY reserves ' those explicitly set forth in this Tlurd the right to refitse the return of any Pazty Product Agreement. product or to refizse the issuance of an b) If any term or provision of this Third RMA number. Party Product Agreement or the b) All shipping costs are the application thereof to any person or responsibility of the CLIEI�IT. cu•cumstance shall, to any extent, be COMPANY recommends the use of a invalid or unenforceable, the remainder traceable and insurable shipping source. of this Third Party Product Agreement or COMPANl' will not be responsible for the application of such term or provision lost or damaged products as a result of to persons or cu�cumstances other than the shipping process. those as to which it is held invalid or c) Qualifying products must be returned unenforceable shall not be affected unopened with original packaging and thereby, and each term and provision of materials unless otherwise agreed upon this Third Party Product Agreement shall by COMPANY. The following be valid and enforced to the fullest situations will resutt in the refusal of an extent permitted by law. RMA number and credit will not be c) This Th'v�d Party Product Agreement issued to client: may only be amended, modified or • Opened inkjet or laser jet printers changed by wi9tten inshument signed by . Opened Third Party Software both parties. • Damaged products as a result of d) CLIENT should retum an executed irregular use of mishandfing by copy of this Agreement to COMPANY. customer If the Agreement is not retumed to d) Products may only be retuined to COMPANI' within 90 days from the COMPANY for account credit after an _ issue date, then such Agreement is gMA number has been issued by subject to be voided and prices are COMPANY. All returns are subject to a subjectto change. restocking fee of 20% of original 1� Approval of Governing Body. purchase price. Failure to comply with CLIENT represents and warrants to this policy will result in a refusal of COMPANY that this Third Party credit and future product placement. 22 �y��rzvor�s. EXHIB(T 1 — DELIVERY ATTESTMENT The Delivery Attestment test detailed below will be conducted following Hie INCODE software install and prior to the implementation. The test is perforcned using the INCODE Sample Database. This database contains general information applicable to all customers. Given this, the tests will not validate site specific functionality. Rather, the tests will affirm that fhe INCODE system is installed and performs base line functions. Customer specific functionality will be reviewed during the implementation pha�e when site-specific data will be built and applied against desired functionality. Each suite has a space where clients will be asked to initial certifying the software has been iustalled and accepted. If a section does not apply to you, then please mark it as N/A. Please fill out the Client and Contact Name, initial the appropriate space and fax this document to (806) 797-4849, attn: Implementation. Client Name Contact Name Date ' ( Financial Suite 1. View General Ledger Account Manager (Initial) 2. View Budget Maintenance 3. View AP Vendor Manager 4. Find PO's in PO Inquiry 5. View Inventory Item Maintenance 6. View Fixed Assets Maintenance 7. View Deduction codes 8. View Pay Type codes 9. View Employee Manager 10. View HR Manager CIS Suite 1. View Fee Schedule with Rate Tahles (Initial)__ 2. View Account Manager 3. View Contact and Property Consoles 4. View Bill Maintenance 5. View License Manager 6. View AR Customer Manager 7. View Permits Project Manager Court Snite 1. View Citation Maintenance (Initial) 2. View Fee Maintenance 3. View Offense Code Maintenance