HomeMy WebLinkAboutContract 63662CSC No. 63662
CITY OF FORT WORTH
ASSIGNMENT
Effective July 1, 2025, for value received, Metropolitan Area EMS Authority d/b/a
MedStar Mobile Healthcare ("Assignor") hereby assigns to the City of Fort Worth ("Assignee")
all of its right, title, and interest in and to that certain Software Service Agreement dated
February 9, 2018, between Assignor and Tyler Technologies, Inc. (the "Contract"), including all
rights to receive services and all obligations to pay fees or perform duties thereunder. Assignee
hereby agrees to assume and perform all duties and obligations of Assignor under the Contract
from and after the effective date.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall
be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure
to the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the Contracts and the laws of the
State of Texas, without application of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have the same legal effect as an original.
Dated the t i day of � v �� 2025.
Metropolitan Area EMS Authority dba MedStar
Mobile lank
althcare
(Assign
By:
Print: Gres /
Title: Interim Chief Executive Officer
City of Fort Worth
(Assignee)
By:
Print: Dianna Giordano
Title: Assistant City Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 1 ot'3
NOTARY ACKNOWLEDGEMENT
On the l —) day of �,) u S 2025, personally appeared
-AN��c2Sia; who acknowledged to me that (s)he is the Interim Chief Executive Officer
of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that
(s)he executed this document for the purposes and consideration contained herein.
Metropolitan Area EMS Autho y dba MedStar, obile
Healthcare
By.
Print: Frank tn
Title: Interim Chief Executive Officer
SUBSCRIBED TO before me on this _ day of j�tne, 52025.
4�Y'�Q•• MONICACRUZ�' Nrt
ota ID # 126504816Notary Public in and State of
My Notary My commission Expires: "a g 26. Qp �
Expires May 20, 2028
NOTARY ACKNOWLEDGEMENT
On the _a7 day of o2 Vr\e- 2025, personally appeared
['�I& 1npI„ M ( rip , who acknowledged to me that (s)he is the
Assistant City Manager of City of Fort Worth ("Assignee"), and that (s)he executed this
document for the purposes and consideration contained herein.
City of Fo►t
By•(��f
P►•int: Dianna Giordano
Title: Assistant City Manager
SUBSCRIBED TO before me on this-,-5 day of Vftf- , 2025.
Lj'�w�-
Notary Public m and for the State of T� c
My commission Expires:(�j �balo�
Linda M. Hirrtinpar
My Co212/2026 Expires
Notary ID
124144746
Assignment Page 2 of 3
CONSENT TO ASSIGNMENT
Effective July 1, 2025, Tyler Technologies, Inc. hereby consents to the assignment by
Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare ("Assignor") to the City of
Fort Worth ("Assignee") of all of Assignor's rights and obligations under that certain Software
Service Agreement dated February 9, 2018 (the "Agreement"), including the right to receive
services and the obligation to perform and pay for all duties as set forth in the Agreement. This
consent is conditioned upon Assignee's continued compliance with all terms and conditions of
the Agreement applicable to Assignor.
Tyler Technologies, Inc.
By:
Name: Erik Graney
Title: Senior Corporate Attorney
Date: 05/22/2025
Assignment Page 3 of3
[Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name:
Kevin Gunn
Title:
Director, IT Solutions
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: N/A
Approved: N/A
1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name: David Zellmer
Title: Senior Manager, IT Solutions
City Secretary:
40 oan
a� �FORT�;Oadd
1.6
Odn� nE4p544
By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A — DEFINITIONS
• "Agreement" means this Software as a Services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• "Client" means Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then -current Documentation.
• "Defined Concurrent Users" means the number of concurrent users that are authorized to use
the SaaS Services. The Defined Concurrent Users for the Agreement are as identified in the
Investment Summary.
• "Developer" means a third party who owns the intellectual property rights to Third Party
Software.
• "Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• "Effective Date" means the date on which your authorized representative signs the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
• "SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
Includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• "SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
• "Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
• 'Third Party Software" means the third party software, if any, identified in the Investment
Summary.
• `Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• `Tyler Software" means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B — SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non -assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Concurrent Users only,
The Tyler Software will be made available to you according to the terms of the SLA. You
acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software
as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to
the Tyler Software, as further described in Section C(S).
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Concurrent Users
and amount of Data Storage Capacity. You may add additional concurrent users or additional data
storage capacity on the terms set forth in Section H(1). In the event you regularly and/or
meaningfully exceed the Defined Concurrent Users or Data Storage Capacity, we reserve the right to
charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
Internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) license, sell, rent,
lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warrantv. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted, we will use all
reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the
maintenance and support process set forth in Section C(8), below, the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly In accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will
provide you with a summary of our compliance report(s) or its equivalent. Every year
thereafter, for so long as the NDA is in effect and in which you make a written request, we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated to
you, which is inaccessible to our other customers.
6.3 We have fully -redundant telecommunications access, electrical power, and the required
hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event any of your Data has been lost or damaged due to an act or omission of
Tyler or its subcontractors or due to a defect in Tyler's software, we will use best commercial
efforts to restore all the Data on servers in accordance with the architectural design's
capabilities and with the goal of minimizing any data loss as greatly as possible. In no case shall
the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from
declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable
period during which your Data may be lost, measured in relation to a disaster we declare, said
declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") Is twenty-four (24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare a
disaster, within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific.
Should you request a client -specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule.
6.7 We will be responsible for importing back-up and verifying that you can log -in. You will be
responsible for running reports and testing critical processes to verify the returned data. At
your written request, we will provide test results to you within a commercially reasonable
timeframe after receipt of the request.
6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 For at least the past twelve (12) years, all of our employees have undergone criminal
background checks prior to hire. All employees sign our confidentiality agreement and security
policies. Our data centers are accessible only by authorized personnel with a unique key entry.
All other visitors must be signed in and accompanied by authorized personnel. Entry attempts
to the data center are regularly audited by internal staff and external auditors to ensure no
unauthorized access.
SECTION C — OTHER PROFESSIONAL SERVICES
1. Other Professional Services. We will provide you the various implementation -related services
itemized in the Investment Summary and described in our industry standard implementation plan.
We will finalize that documentation with you upon execution of this Agreement.
2. Professional Services Fees, You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains the scope of services and related costs
(including programming and/or interface estimates) required for the project based on our
understanding of the specifications you supplied. If additional work is required, or if you use or
request additional services, we will provide you with an addendum or change order, as applicable,
outlining the costs for the additional work. The price quotes in the addendum or change order will
be valid for thirty (30) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for
Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us
on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to
reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you
cancel within two (2) weeks of scheduled commitments.
5. Services Warrantv. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re -perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation -related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
8. Maintenance and SuvDort. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
8.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to
the then -current version and the immediately prior version);
8.2 provide telephone support during our established support hours;
8.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
8.4 make available to you all major and minor releases to the Tyler Software (including updates and
enhancements) that we make generally available without additional charge to customers who
have a maintenance and support agreement in effect; and
8.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with
our then -current release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event, we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way, you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or (d) support outside our normal business hours as listed in our then -
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1) weeks' advance notice.
SECTION D—THIRD PARTY PRODUCTS
1. Third Partv Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth In the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Partv Software. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Pavment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action Items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15) days of notice of our intent to do so.
SECTION F —TERM AND TERMINATION
1. Term. The initial term of this Agreement is three (3) years from the first day of the first month
following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the
initial term, this Agreement will renew automatically for additional one (1) year renewal terms at
our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior
to the end of the then -current renewal term. Your right to access or use the Tyler Software and the
SaaS Services will terminate at the end of this Agreement.
2. Termination, This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pav SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
In the event we do not cure, or create a mutually agreeable action plan to address, a material
breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
2.S Fees for Termination without Cause during Initial Term. If you terminate this Agreement during
the Initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall
pay us the following early termination fees:
a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through
the date of termination plus 25% of the SaaS Fees then due for the remainder of the
Initial term;
b, if you terminate during the second year of the initial term, 100% of the SaaS Fees
through the date of termination plus 15% of the SaaS Fees then due for the remainder
of the Initial term; and
c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through
the date of termination plus 10% of the SaaS Fees then due for the remainder of the
initial term.
SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Proaertv Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non -licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional
equivalent.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or (b) our violation of a law applicable to our
performance under this Agreement. You must notify us promptly in writing of the claim and
give us sole control over its defense or settlement. You agree to provide us with reasonable
assistance, cooperation, and information in defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third -party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense. Nothing in the provision shall otherwise
limit or waive any other immunity or defense available to Client or its agents and employees.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(2), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PRICES
SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE
FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO
SECTIONS G(1) AND G(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES SHALL NOT APPLY TO CLAIMS
THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of
insurance upon your written request.
SECTION H — GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired, you may purchase additional products and services at our then -current list
price, also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided In the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes,
including, If requested by either party, appointing a senior representative to meet and engage in
good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
we fail to resolve the dispute, either of us may assert our respective rights and remedies in a court
of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary
injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt
certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a
copy. For clarity, we are responsible for paying our income taxes, both federal and state, as
applicable, arising from our performance of this Agreement.
Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the
party whose performance Is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event.
10. No Intended Third Partv Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement: Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations, whether written, oral, expressed, implied, or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non -enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non -enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail,
return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of
proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United
States Postal Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the other party at the address set forth on the signature page
hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a
change In address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name In client lists, marketing presentations, and
promotional materials.
17. Confldentiallty. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information Is nonpublic information that a reasonable person would believe to be
confidential and includes, without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however, that in the
event you receive an open records or other similar applicable request, you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Business License. In the event a local business license is required for us to perform services
hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact
information so that we may timely obtain such license.
19. Governins Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile, without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this
Agreement maybe used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing, to the scope and circumstances of that cooperative procurement.
22. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc. Metropolitan Area EMS Authority d/b/a
%� MedStar Mobile Healthcare
By: �
By: f �
.. cam- `,
Al
Name: Abigail Diaz Name: Douglas R. Hooten
Title: Chief Legal Officer Title: CEO
Date: February 8, 2018 Date: .p'% m,
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
Address for Notices:
MedStar Mobile Healthcare
2900 Alta Mere Drive
Fort Worth, TX 76116
Attn: General Counsel
*" tyler
we tpchriolo IE'S
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
Sales Quote# 2017-284414 to be inserted upon execution
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
• tyler
•••�
• technologies
Quoted By:
Date:
Quote Expiration:
Quote Name:
Quote Number:
Quote Description:
Exhibit A Investment Summary Enclosure
Sales Quotation For
Joan Jorda
METROPOLITAN AREA EMS AUTHORITY
2900 Alta Mere Drive
Fort Worth, Texas 76116
Phone (817) 923-3700
Email: Joan Jordan <jjordan@,medstar911.org>
SaaS
Financial:
Accounting/GUBG/AP
Capital Assets
Cash Management
Contract Management
Inventory
Purchase Orders
Requisitions
Human Capital Management:
Human Resources & Talent Management
Payroll WESS
Recruiting
2017-28441-4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas 3yr
David Carll
2/6/2018
3/31/2018
MedStar Mobile Healthcare-ERP-MUNIS
2017-284414
MedStar Mobile Healthcare Munis Software 020618 v9 Saas
3yr
One Time Fees
3.0
$30,594.00
160
$28,000.00
$10,600.00
3.0
$7,027.00
40
$7,000.00
$3,000.00
3.0
$5,856.00
32
$5,600.00
$0.00
3.0
$3,456.00
24
$4,200.00
$0.00
3.0
$6,456.00
40
$7,000.00
$4,700.00
3.0
$7,027.00
40
$7,000.00
$2,700.00
3.0
$5,856.00
40
$7,000.00
$0.00
3.0
$7,541.00
88
$15,400.00
$0.00
3.0
$9,198.00
168
$29,400.00
$10,400.00
3.0
$1,571.00
32
$5,600.00
$0.00
CONFIDENTIAL
1 of 9
SaaS
Description
Accounts Receivable
General Billing
Productivity:
eProcurement
Munis Analytics & Reporting (SaaS)
Tyler Content Manager Auto Indexing and Redaction (Enterprise Edition)
Tyler Content Manager Enterprise
Tyler Forms Processing
Other Services
AP/PR Check Recon Import
AP Positive Pay Export Format
Project Planning Services
PR Positive Pay Export Format
Tyler Forms Library - Financial
Tyler Forms Library - General Billing
Tyler Forms Library - Payroll
Tyler Forms Library - Personnel Action
Tyler Forms Processing Configuration
VPN Device
Sub -Total:
Less Discount:
TOTAL:
TOTAL:
One Time Fees
3.0
$6,285.00
64
$11,200.00
$0.00
3.0
$2,857.00
32
$5,600.00
$0.00
3.0
$5,713.00
8
$1,400.00
$0.00
3.0
$17,162.00
80
$14,000.00
$0.00
3.0
$2,857.00
16
$2,800.00
$0.00
3.0
$21,710.00
80
$14,000.00
$0.00
3.0
$5,622.00
0
$0.00
$0.00
$146,788.00
$165,200.00
$31,400.00
S 14.63 00
Svt 0.O
$132,107.00
944
$165,200.00
$31,400.00
1 $1,000.00
$0.00
$1,000.00
1 $3,000.00
$0.00
$3,000.00
1 $6,000.00
$0.00
$6,000.00
1 $3,000.00
$0.00
$3,000.00
1 $1,800.00
$0.00
$1,800.00
1 $2,000.00
$0.00
$2,000.00
1 $1,200.00
$0.00
$1,200.00
1 $1,000.00
$0.00
$1,000.00
1 $2,000.00
$0.00
$2,000.00
1 $4,000.00
$0.00
$4,000.00
$25,000.00
2017-28441-4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas Syr CONFIDENTIAL 2 of 9
3rd Party Hardware, Software and Services
Tyler Secure Signature System with 2
Keys
3rd Party Hardware Sub -Total.
TOTAL:
Summary
Total SaaS
Total Tyler Software
Total Tyler Services
Total 3rd Party Hardware, Software and
Services
Summary Total
Contract Total
(Excluding Estimated Travel Expenses)
Estimated Travel Expenses
1 $1,650.00
$0.00 $1,650.00
$0.00 $1,650.00
$1,650.00
One Time Fees
Recurring Fees
$0.00
$132,107.00
$0.00
$0.00
$221,600.00
$0.00
$1,650.00
$0.00
$223,250.00
$132,107.00
$619,571.00
$56,170.00
$0.00 $0.00
$0.00
$0.00
$0.00
2017-284414 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas 3yr CONFIDENTIAL 3 of 9
Detailed Breakdown of Conversions (included in Contract
Accounting - Actuals up to 3 years
$1,500.00
$0.00
$1,500.00
Accounting - Budgets up to 3 years
$1,500.00
$0.00
$1,500.00
Accounting Standard COA
$2,000.00
$0.00
$2,000.00
Accounts Payable - Checks up to 5 years
$1,600.00
$0.00
$1,600.00
Accounts Payable - Invoice up to 5 years
$2,400.00
$0.00
$2,400.00
Accounts Payable Standard Master
$1,600.00
$0.00
$1,600.00
Capital Assets Std Master
$3,000.00
$0.00
$3,000.00
Inventory - Commodity Codes
$1,200.00
$0.00
$1,200.00
Inventory Std Master
$3,500.00
$0.00
$3,500.00
Payroll -Accrual Balances
$1,500.00
$0.00
$1,500.00
Payroll - Accumulators up to 5 years
$1,400.00
$0.00
$1,400.00
Payroll - Check History up to 5 years
$1,200.00
$0.00
$1,200.00
Payroll - Deductions
$1,800.00
$0.00
$1,800.00
Payroll - Eaming/Deduction Hist up to 5 years
$2,500.00
$0.00
$2,500.00
Payroll - Standard
$2,000.00
$0.00
$2,000.00
Purchase Orders - Standard Open PO's only
$2,700.00
$0.00
$2,700.00
TOTAL:
$31,400.00
2017-28441-4 - MedSlar Mobile Healthcare Munis Software 020618 v9 Saas 3yr CONFIDENTIAL 4 of 9
Optional SaaS
9-
Financial:
Bid Management
BMI Asset Track Interface
BMI CollectlT Interface
Employee Expense Reimbursement
Project & Grant Accounting
Standard Fuel Interface - SeeComments
Asset Maintenance
Human Capital Management:
ExecuTime Advance Scheduling Mobile Access
ExecuTime Advance Scheduling - Up to 500 Employees
ExecuTime Time & Attendance Mobile Access
ExecuTime Time & Attendance - Up to 500 Employees
Risk Management
Revenue:
Tyler Cashiering
Productivity:
Tyler Content Manager Auto Indexing and Redaction (SE)
Tyler Content Manager SE
Tyler Content Manager Self -Service (Enterprise Edition)
Tyler Content Manager Self -Service (SE)
Additional:
CAD Connector
CAFR Statement Builder
Tyler Incident Management
2017-28441-4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas 3yr
One Time Fees
3.0
$3,514.00
24
$4,200.00
$0.00
3.0
$2,228.00
16
$2,800.00
$0.00
3.0
$2,228.00
16
$2,800.00
$0.00
3.0
$3,514.00
32
$5,600.00
$0.00
3.0
$5,856.00
32
$5,600.00
$5,000.00
3.0
$2,228.00
16
$2,800.00
$0.00
3.0
$8,056.00
120
$21,000.00
$12,000.00
3.0
$2,352.00
0
$0.00
$0.00
3.0
$16,665.00
64
$11,200.00
$0.00
3.0
$3,003.00
0
$0.00
$0.00
&0
$13,330.00
128
$22,400.00
$0.00
3.0
$5,942.00
32
$5,600.00
$0.00
3.0
$11,998.00
40
$7,000.00
$0.00
3.0
$2,857.00
16
$2,800.00
$0.00
3.0
$11,426.00
32
$5,600.00
$0.00
3.0
$2,857.00
8
$1,400.00
$0.00
3.0
$2,857.00
8
$1,400.00
$0.00
3.0
$5,000.00
0
$0.00
$0.00
3.0
$7,856.00
24
$4,200.00
$0.00
3.0
$4,856.00
56
$9,800.00
$0.00
CONFIDENTIAL
5 of 9
TOTAL: $118,623.00 664 $116,200.00 $17,000.00
Optional Tyler Software & Related Services
Pescription
License
Impi. Mours
IMP]. Ucst
Nata Gonversion
-111odule Total Tear 0ne Maintenance
Additional:
Contracts - D
$0.00
0
$0.00
$4,000.00
$4,000.00
$0.00
General Billing - Bills up to 5 years - D
$0.00
0
$0.00
$4,000.00
$4,000.00
$0.00
General Billing - Recurring Invoices - D
$0.00
0
$0.00
$2,700.00
$2,700.00
$0.00
General Billing Sid CID - D
$0.00
0
$0.00
$1,500.00
$1,500.00
$0.00
TOTAL:
$0.00
0
$0.00
$12,200.00
$12,200.00
$0.00
Optional Other Services
Description
• _ntity
—tnit Price
Discount
Extended Price,
50% of Dedicated Project Manager (Monthly)
16
$12,000.00
$0.00
$192,000.00
CAD Connector Implementation
24
$175.00
$0.00
$4,200.00
P-Card Import Format W/Encumbrances
1
$15,000.00
$0.00
$15,000.00
Source Code Escrow
1
$1,500.00
$0.00
$1,500.00
Tyler Forms Work OrdeNPick Ticket Library - 4 Fors
1
$2,400.00
$0.00
$2,400.00
Tyler PO Distribution - Level 3
1
$1,500.00
$0.100
$1,500.00
TOTAL:
$216,600.00
Optional Conversion Details (Prices Reflected Above)
Asset Maintenance - Closed Work Order History No Cost Data
$4,500.00
$0.00
$4,500.00
Asset Maintenance - Work Order Asset
$3,000.00
$0.00
$3,000.00
Asset Maintenance - Work Order History With Cost Data
$4,500.00
$0.00
$4,500.00
Contracts
$4,000.00
$0.00
$4,000.00
General Billing - Bills up to 5 years
$4,000.00
$0.00
$4,000.00
General Billing - Recurring Invoices
$2,700.00
$0.00
$2,700.00
General Billing Std CID
$1,500.00
$0.00
$1,500.00
2017-28441-4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas 3yr
CONFIDENTIAL
6 of 9
Optional Conversion Details (Prices Reflected Above)
iDescription Unit Price Unit Discount Extended -
Project Grant Accounting - Actuals up to 3 years $1,500.00 $0.00 $1,500.00
Project Grant Accounting - Budgets up to 3 years
Project Grant Accounting Standard
TOTAL:
Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held
for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Dale:
Print Name: Douglas R. Hooten P.O. #:
All primary values quoted in US Dollars
$1,500.00 $0.00 $1,500.00
$2,000.00 $0.00 $2,000.00
$29,200.00
2017-28441r4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas 3yr CONFIDENTIAL 7 of 9
Comments
Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the Munis Web Client and the MUNIS Self Service applications if
hosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public intetnet. There are various vendors
who sell SSL Certificates, with all ranges of prices.
Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then -current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and
remitting.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf, and (ii)
daily fees associated with the cancelled services if Tyler is unable to re -assign its personnel.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a
class is needed, Tyler will either provide additional days at then -current rates for training or Tyler will utilize a Train -the -Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
Tyler's Standard Fuel Interface is available from several vendors. Fuelman, FuelForce, Phoenix AFC, Phoenix SCC, Fuel Master, TRN85-Fuelman, Fuelmaster-Plus and Gasboy
CFN. If your vendor does not appear on this list, we will need to quote a Custom Interface in addition to the Standard Interface to cover the additional development costs.
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler
applications only. If Client wishes to use Tyler Content Manager software with non -Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise
Edition.
Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Munis form template. Any forms in
addition to the quoted amounts and types, including custom fors or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use
of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers.
Financial library includes: 1 A/P check, 1 EFTIACH, 1 Purchase order, 1 Contract, 1099M, 109911-4T, 1099S, and 1099G.
General Billing library includes: I invoice, 1 statement, I general billing receipt and 1 miscellaneous receipt.
Programming for check reconciliation import and positive pay export assumes one bank format each. Multiple bank formats are extra.
Includes digitizing two signatures, additional charges will apply for additional signatures.
Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.
2017-28441-4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas 3yr CONFIDENTIAL 8 of 9
Comments
Tyler Forms Payroll Core library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, 1 vendor from payroll direct deposit, W2, W2c, 1099 R, ACA 1095B and
ACA 1095C.
Personnel Actions Forms Library includes: 1 Personnel Action form - New and 1 Personnel Action Form - Change.
Work Order & Pick Ticket Library includes: 1 Work Order - Services, 1 Work Order - Inventory, 1 Pick Ticket and 1 Delivery Ticket.
Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted, Tyler reserves the
right to adjust prices accordingly.
Tyler Content Manager SE includes up to 15OGB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.
Tyler Content Manager Enterprise Edition includes up to 20OGB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.
The Munis Accounts Payable module utilizes a label printer for batch -scanned document indexing. This printer is to be provided by the client and must support multi -page Adobe
PDF files, such as the Brother QL-700.
The Munis SaaS fees are based on 50 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re -negotiate the SaaS fees based upon any
resulting changes in the pricing categories.
In the event a self -hosted customer opts to enroll as a beneficiary under Tyler's source code escrow agreement, Tyler will provide the paperwork required for enrollment. That self -
hosted customer will be billed, on an armual basis, directly by Tyler's escrow agent, and all such fees must be paid directly to that escrow agent. Rates for subsequent years are
subject to change at the discretion of Tyler's escrow agent.
The Tyler Software Product Tyler Forms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks.
2017-28441-4 - MedStar Mobile Healthcare Munis Software 020618 v9 Saas Syr CONFIDENTIAL 9 of 9
ty
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term, your annual
SaaS fees will be at our then -current rates.
2. Other Tyler Software and Services.
2.1 Project Planning Services: Project planning services are invoiced upon delivery of the
implementation planning document.
2.2 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
2.3 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.4 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed -fee services, they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate, then we will bill you the actual services
delivered on a time and materials basis.
2.5 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
2.6 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty (30) days of delivery; otherwise, the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
2.7 Other Fixed Price Services: Other fixed price services are invoiced upon complete delivery of
the service. For the avoidance of doubt, where "Project Planning Services" are provided,
payment will be due upon delivery of the Implementation Planning document. Dedicated
Project Management services, if any, will be billed monthly in arrears, beginning on the first
day of the month immediately following the project kick-off meeting.
2.8 Change Management Services: If you have purchased any change management services,
those services will be invoiced in the following amounts and upon the following milestones:
Acceptance of Change Management Discovery Analysis
15%
Delivery of Change Management Plan and Strategy Presentation
10%
Acceptance of Executive Playbook
15%
Acceptance of Resistance Management Plan
15%
Acceptance of Procedural Change Communications Plan
10%
Change Management Coach Training
20%
Change Management After -Action Review
15%
3. Third Partv Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
4. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses will be billed as incurred and only in accordance with our then -current Business Travel
Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to
this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the
right to charge you an administrative fee depending on the extent of your requests. Receipts for
miscellaneous items less than twenty-five dollars and mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is:
Bank:
Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA:
121000248
Account:
4124302472
Beneficiary:
Tyler Technologies, Inc. —Operating
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does
not add more than three hours to the employee's total trip duration and the fare is within
$100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is
possible through a connecting flight that Is within two hours before or after the requested
departure time and that does not add more than three hours to the employee's total trip
duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of
discount opportunities. Employees should use all reasonable efforts to make travel
arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance
booking requirement is mandatory. When booking less than seven (7) days in advance,
management approval will be required.
Except In the case of international travel where a segment of continuous air travel is six (6)
or more consecutive hours in length, only economy or coach class seating is reimbursable.
Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-
refundable and have many restrictions that outweigh the cost -savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance — Business use of an employee's private automobile will be reimbursed
at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will
be calculated by using the employee's office as the starting and ending point, in compliance
with IRS regulations. Employees who have been designated a home office should calculate
miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost,
convenience, and the specific situation reasonably require their use. When renting a car for
Tyler business, employees should select a "mid -size" or "intermediate" car. "Full" size cars
may be rented when three or more employees are traveling together. Tyler carries leased
vehicle coverage for business car rentals; except for employees traveling to Alaska and
Internationally (excluding Canada), additional insurance on the rental agreement should be
declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or
to and from airports when less expensive means of transportation are unavailable or
Impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of
a free hotel shuttle to the airport, tips are included in the per diem rates and will not be
reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are
measured in days as opposed to hours. Park and fly options located near some airports may
also be used. For extended trips that would result in excessive parking charges, public
transportation to/from the airport should be considered. Tolls will be reimbursed when
receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price, and
conveniently located in relation to the traveler's work assignment. Typical hotel chains
include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has
a discount rate with a local hotel, the hotel reservation should note that discount and the
employee should confirm the lower rate with the hotel upon arrival. Employee
memberships in travel clubs such as AAA should be noted in their travel profiles so that the
employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with
the hotel's cancellation policy.
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5. Internet Access— Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free
high speed internet access and Tyler employees are encouraged to use such hotels
whenever possible. If an employee's hotel charges for internet access it is reimbursable up
to $10.00 per day. Charges for internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the "lowest practical coach fare" with the exception of flights
that are six (6) or more consecutive hours in length. In such event, the next available seating
class above coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for
photo fees, application fees, and execution fees when obtaining a new passport book, but
fees related to passport renewals are not reimbursable. Visa application and legal fees,
entry taxes and departure taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested
by the U.S. Department of Health & Human Services for travel to specific countries, is
reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this
section.
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Exhibit C
SERVICE LEVEL AGREEMENT
Agreement Overview
This SLA operates In conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. All other support services are documented
in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third -party providers over whom we exercise no
control.
Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software Is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals
and measures whether we have met those goals by tracking Attainment.
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter's end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example, the support incident number(s) and the date, time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work
with you to Identify the cause of the Downtime (including whether it may be the result of a Client Error
Incident or Force Majeure). We will also work with you to resume normal operations.
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible Indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible, we will provide you with the relief set forth below.
Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client
Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 10% of one quarter of the then -current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption. Failure to achieve 90% Service Availability in more than two calendar quarters
during any rolling 12 month period shall, at your option, be grounds for a termination "for cause" under
Section F(2.2) of the Agreement; however, this provision does not preclude you from pursuing termination
for other patterns of downtime.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
100% 98.00-99% Remedial action will be taken.
100% 96.00-98.49% 5% credit of fee for affected calendar quarter
will be posted to next billing cycle
<96.00% 10% credit of fee for affected calendar
quarter will be posted to next billing cycle
You may request a report from us that documents the preceding quarter's Service Availability,
Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents,
and Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low -traffic
times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide
advance notice of those windows and will coordinate to the greatest extent possible with you.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure
to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request
that said failure be excused. That writing will at least Include the essential details and circumstances
supporting our request for relief pursuant to this Section. You will not unreasonably withhold its
acceptance of such a request.
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Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community— an on-line resource, Tyler Community provides a venue for all Tyler clients with
current maintenance agreements to collaborate with one another, share best practices and resources,
and access documentation.
(2) On-line submission (portal) —for less urgent and functionality -based questions, users may create
unlimited support incidents through the customer relationship management portal available at the
Tyler Technologies website.
(3) Email —for less urgent situations, users may submit unlimited emails directly to the software support
group.
(4) Telephone — for urgent or complex questions, users receive toll -free, unlimited telephone software
support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website—www.tvlertech.com —for accessing client tools and other information including
support contact information.
(2) Tyler Community — available through login, Tyler Community provides a venue for clients to support
one another and share best practices and resources.
(3) Knowledgebase —A fully searchable depository of thousands of documents related to procedures, best
practices, release information, and job aides.
(4) Program Updates —where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday)
across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these
time zones. Tyler's holiday schedule is outlined below. There will be no support coverage on these days.
New Year's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
Issue Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a unique
incident number. This system tracks the history of each incident. The incident tracking number is used to track
and reference open issues when clients contact support. Clients may track incidents, using the incident
number, through the portal at Tyler's website or by calling software support directly.
Incident priority
Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client
is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended
to address every type of support incident, and certain "characteristics" may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to
help guide the client towards clearly understanding and communicating the importance of the issue and to
describe generally expected responses and resolutions.
Priority Characteristics of Support Incident
Level
Support incident that causes (a)
complete application failure or
application unavailability; (b)
1 application failure or unavailability in
Critical one or more of the client's remote
location; or (c) systemic loss of
multiple essential system functions.
Support Incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
2 than one user or (b) loss or corruption
High of Data.
Priority Level 1 incident with an
existing circumvention procedure, or a
Priority Level 2 incident that affects
3 only one user or for which there is an
Medium existing circumvention procedure.
Resolution Targets
Tyler shall provide an initial response to Priority Level
1 incidents within one (1) business hour of receipt of
the support incident. Tyler shall use commercially
reasonable efforts to resolve such support Incidents or
provide a circumvention procedure within one (1)
business day. For non -hosted customers, Tyler's
responsibility for lost or corrupted Data is limited to
assisting the client in restoring its last available
database.
Tyler shall provide an initial response to Priority Level
2 Incidents within four (4) business hours of receipt of
the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within ten (10)
business days. For non -hosted customers, Tyler's
responsibility for loss or corrupted Data is limited to
assisting the client in restoring its last available
database.
Tyler shall provide an initial response to Priority Level
3 incidents within one (1) business day of receipt of
the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents
without the need for a circumvention procedure with
the next published maintenance update or service
pack. For non -hosted customers, Tyler's responsibility
for lost or corrupted Data is limited to assisting the
client in restoring its last available database.
Support Incident that causes failure of Tyler shall provide an initial response to Priority Level
4 non -essential functionality or a 4 incidents within two (2) business days. Tyler shall
Non- cosmetic or other Issue that does not use commercially reasonable efforts to resolve such
critical qualify as any other Priority Level. support incidents, as well as cosmetic issues, with a
future version release.
Incident Escalation
Tyler Technology's software support consists of four levels of personnel:
(1) Level 1: front-line representatives
(2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated
issues
(3) Level 3: assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a product
group
If a client feels they are not receiving the service needed, they may contact the appropriate Software Support
Manager. After receiving the incident tracking number, the manager will follow up on the open Issue and
determine the necessary action to meet the client's needs.
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we can
respond appropriately. A software support incident can be escalated by any of the following methods:
(1) Telephone — for immediate response, call toll -free to either escalate an incident's priority or to
escalate an Issue through management channels as described above.
(2) Email — clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal — clients can also escalate the priority of an issue by logging into the
client Incident portal and referencing the appropriate Incident tracking number.
Remote Support Too!
Some support calls require further analysis of the client's database, process or setup to diagnose a problem or
to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Support is
able to quickly connect to the client's desktop and view the site's setup, diagnose problems, or assist with
screen navigation. More information about the remote support tool Tyler uses Is available upon request.
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Exhibit D
End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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 00 WITH THE SOFTWARE AND CONTAINS IMPORTANT
LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
DocOrinln
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 ELLA as
"You") and OF Software Ltd, for the DocOdgin 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 tenns 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, nontransferable 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 ((he °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. will be under no
obligation to renew or extend the Evaluation Period, It 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 he issued with a License Key for the same. If you do not wish to continua
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 'spoiler' 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
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 Sofhvare 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.
B. 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.
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 (Le. 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 purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for production simultaneously with a production license with which it is paired.
1.6 Backup Copies. After Installation of the Software pursuant to this EULA, you may store a copy of the
installation files for the Software safety for backup or archival purposes. Except as expressly provided in this
EUtA, 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.
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, �Nithout 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 (I) rent, lease, sell, sublicense, assign, or otherwise transfer the SoMvare to anyone else; (I)
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 (tit) use the Software to operate or as a part of a timesharing 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.docorlgin.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 verslon(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 documentation 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.
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 AND 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
7A 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 (6) 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 fallure 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 Severabllity, 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 and 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.
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 m%ow.docorigin.com.
Last Updated: (July 18 2013)