HomeMy Public PortalAboutORD14771 BILL NO. 2010-111
SPONSORED BY COUNCILMAN / Koon
ORDINANCE NO. 117 71.l
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH TYLER
TECHNOLOGIES, INC. OF LUBBOCK, TEXAS FOR THE PURCHASE AND
IMPLEMENTATION OF MUNICIPAL COURT SOFTWARE.
WHEREAS, Tyler Technologies, Inc. has become the apparent lowest and best offer for
the Purchase and Implementation of Municipal Court Software.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. The offer of Tyler Technologies, Inc., is declared to be the lowest and
best offer and is hereby accepted.
Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement
with Tyler Technologies, Inc. for the Purchase and Implementation Of Municipal Court
Software.
Section 3. The agreement shall be substantially the same in form and content as the
agreement attached hereto as Exhibit A.
Section 4. This Ordinance shall be in full force and effect from and after the date of
its passage and approval. Q
Passed: ! �� �� ��� Approved3/q l t
Pr i 'dig Officer �// Mayor
A ES APPR � D $ TO FORM:
City C16rk v City Counselor
fA
Existing Customer
w
TSM: R. Pieracci/R. Burns
ADDENDUM
Per Contract ID # 2011-0001, issued 1/4/11 and received 3/10/11, the City of Jefferson
City, MO would like to exchange the following application and services:
Remove:
Appliynijrm sot IwaFa 0 Fee
Iwo—, Court- sL "I an� Suit"
Genera[Ledger irmo—nlmode)
Add:
APpli-ilkIl 'S'Qfa" m CITY
tf
Cit alian Issuing De%ice Interlace
ACCEPTED BY: ACCEPTED BY:
CITY OF Tr- SON MO TYL(IR TECHNOLOGIES,INC.
By By
Signatui:e Signature c2
President,Local Govemment Division
Title Title
6/14/11 6/1 4/1 1
Issue Date Issue Date
. . . . . . . ... . . . . . . . . . . . .
lu�"I 1
tyler
Systems Agreement
Local Government Division
Agreement between: Tyler Technologies, Inc
5519 53rd Street
Lubbock, Texas 79414
(800) 646-2633
(806) 797-4849 Fax
And
City of Jefferson City, MO
320 E. McCarty Street
Jefferson City, MO 65101
(573)634-6325
Issued date: January 4, 2011
A
F:r
tyler
AGREEMENT
This agreement is entered into by and between Tyler Technologies,Inc.,hereinafter referred
to as COMPANY,located at 5519 53rd Street,Lubbock-,Texas 79414;and; City of.lefferson City,MO
hereinafter referred to as CLIENT on, ,2011.
COMPANY and CLIENT agree as follows:
1. COMPANY shall furnish the products and services as described in this Agreement,and CLIENT shall pay the prices
set forth in this Agreement.
2. This Agreement consists of this Cover and the following Attachments and Exhibits:
Section A Investment Summary(A-N)
Section E COMPANY Agreement Terms and Conditions
Section C Data Conversion Process Document
3. The License pees set forth in the Investment Summary are based on defined category levels. Place-
ment within a category is based on the size of the organization serviced and measured by such factors
as operating budget,number of employees,number of utility accounts,number of sworn officers,
population of the entity,etc
IN WITNESS WI-IEREOP,persons having been duly authorized and empowered to enter into Iltis
Agreement hereunto executed this Agreement effective as of die date last set forth below.
Client: rry of,e/f/fFlsin City,MO Tyler Technologies,Inc.`:', _
By:
Si n, r Signature t
O v� )A—/I—/I I'A /i I't;/'�'LA f--
P 'nt Name Printed Name,
Title Title
—J .--' I 114111
Date 7 73 Issue Date
i d s��7lo
Sales Tax Certificate Number
J�ASTqFOM
'Jity CoCounselor ==6..
B
Investment Summary
Tony Sooploonson,CPPB A
City of Jefferson City,PAID tyler
C......In ft 2n]1.0001
PrtPVnd tor. Of,dj'ffem,n G."Alo
co....i Tan CPI-B 1006 Dole; 114/11
Addm.: 3211 E.McCarty So-1
kffinsvo cil"MO 65101 R.Pi..ed
ph.-: (573)631.025
(573)634-5329
To.E...,,: I'-IN,,
PmdoM,Sonic 'Allinst.03
At Eqolp..' MOM..N I 'AlilcoO.ocH2
A.P.,.o 0... T.1ay Mninlenvom
13 19125 32.3-1900 16.1000
1—-'M1C.VE Co.C.n.Mon 1—rof S.ly on.75 41 30500
Lrmvv F..'-IM1COOEOVwnvNMVnnOemanl San 1.9000 IZOMOD
T.19 N.I—i—1 M—
On 51.5... N 24n.on
Ry.d Manvpmnenl 5.0.00 Snon no
Dnl.n--X A-1— 1100100 2.000 00 13 o.on
Ndurnanm Bwd x,99o9s 2' .Ts
Tinnily 16,481.00 = 32P79.00 24,094.751 '7 26,0110.00 98,954.75
run.ioonso.will bhol.d.lo,.ffod.
T..o Wt.My Se'iuy HOO 125
n10 Vva.not-A-1 V1-1,Inv 1—leodo-
General Payment Terms e Y
Terry Stephenson,CPPB � tyler
City of Jefferson City,MO `I"
General Payment Terms: The fees and other charges set forth on the Investment Summary-Page C shall be due and payable as
follows:
(a)License Fees: CLIENT agrees to pay COMPANY the software license fees based on the following milestones:(i)25%of the
entire software order(all suiteslall products)upon execution of this Agreement;(ii)60%of the entire software order (all suitestall
products)upon delivery of the software;and(iii)15%upon the earlier of.(A)COMPANY's verification of the software products; (B)
CLIENTS completion of its own validation process;or(C)CLIENTS live processing(each as set forth in Section 2.3 of the Software
License Agreement)per implemented product suite. In no case,shall this period exceed one hundred-eighty(180)days from
delivery of the software.
(b)Project Management Services: Project management will be billed upon verification of software. In no case,shall this period
exceed one hundred-eighty(180)days from delivery of the software.
(c)Data Conversion Services: Conversion Programming Fee will be billed upon verification of software. Associated service fees
will be billed as incurred.
(d)Professional Services: All other professional service fees and expenses shall be billed as delivered and incurred and shall be
due and payable net 30 days.
(e)Annual Software Maintenance Fees: The software license fees include ninety(90)day's maintenance from the date the
Software is verified;thereafter,annual software maintenance fees shall be billed annually in advance.
(f)Hardware and System Software Fees: Hardware and System Software fees shall be due and payable as follows: (1)25%of the
total Hardware and System Software fees upon execution of this Agreement;(ii)the remaining 75%for each Hardware and System
Software item upon delivery.
(g)Annual Hardware Maintenance Fees(if applicable): Annual hardware maintenance fees shall be billed and due and payable
annually in advance beginning twelve(12)months after installation of the hardware.
(h)Third Party Product Fees: Third Party Product fees shall be due and payable as follows:(i)25%of all Third Party Products
upon execution of this Agreement;and(ii)the remaining 75%of each Third Party Product upon delivery of each such product.
(i)The fees and other charges set forth on the Investment Summary-Page C do not include any tax or other governmental
imposition including,without limitation,sales, use or excise tax. All applicable sales tax, use tax,or excise tax shall be paid by
CLIENT and shall be paid over to the proper authorities by CLIENT or reimbursed by CLIENT to COMPANY an demand in the event
that COMPANY is responsible or demand is made on COMPANY for the payment thereof. If tax-exempt,CLIENT must provide
COMPANY with CLIENTS tax-exempt number or form.
D
Software Licenses 3
Terry Stephenson,CPPB4'�®";,
tyler
City of Jefferson City,MO
January 4,2011
Annual
Application SoftT.vare QTY License Fee Maintenance
Incode Court Case Management Suite 37,030 11,382
Criminal Court Case Management 1
Centralized Cash Collections 1
Incode Scheduling 1
(Warrant Scheduling,Macm Scheduling,Citation Import Scheduling)
Court/Police(non-Incode)Interface 1
(Import or Export of CitdtionsANaments/Disposllions)
General Ledger(non-Incode)Interface 1
Incode ContentlDocument Management Suite 12,600 3,869
Output Director
Output Director 1
(Base Engine,Print Output Channel,Tyler Content Management Output Channel,Email
Output Channel)
Content Management
Tyler Content Manager Standard Edition(TCM SE) 1
(Unlimited Full 8 Retrieval Licenses,Multiple Scan Stations,Advanced OCR,Content
Manager for Incode Applications)
Incode Printing and Reporting Solutions
Report Water 1
(One Designer,subscription to reports online)
Data Dictionary(Training is not on-site) 1
System Software 4,335 910
System Software
System Software 1
Incode Application Subtotal 49,630 15,251
System Sofbvare,Subtotal 4,335 910
Application and System Software Total 53,965 16,161
E
Professional Services
tyler
Terry Stephenson,CPPBem"":�
City of Jefferson City,MO
'tannery 4,2011
Application Professional Services Summary Estimated Hours Estimated Services
Implementation Services
Court Case Management Suite 144 18,000
Content Management Suite 48 6,000
Conversion Services
Court Case Management Suite 16 13,000
INCODE Professional Services
Project Management 5,000
Professional Services Total 208 42,000
Estimated Estimated
Implementation Services Breakdown QTY Hours Services
Incode Court Case Management Suite
Criminal Court Case Management 1 136 17,000
Centralized Cash Collections 1 8 1,000
Incode Scheduling 1 NIA
(Warrant Scheduling,Macm Scheduling, Citation Import Scheduling)
Court/Police(non-INCODE)Interface 1 N/A
(Import or Export of C6ationsrWarrdnts/Disposltions)
General Ledger(non-INCODE)Interface 1 NIA
Court Case Management Suite Subtotal 144 18,000
Incode Content Management Suite
Output Director
Output Director 1 8 1,000
(Base Engine,Print Output Channel, Tyler Content Management Output Chanel
Email Output Channel)
Content Management
Tyler Content Manager Standard Edition(TCM SE) 1 32 4,000
(Unlimited Full&Retrieval Licenses,Multiple Scan Stations,Advanced OCR, Content
Manager for Incode Applications)
Data Dictionary N/A N/A
Report Writer 1 8 1,000
Content Management Suite Subtotal 48 6,000
Professional Services
Professional Services
Project Management-Includes one On-Site Visit 5,000
Professional Services Subtotal 5,000
F
Professional Services r'
T� Stephenson,CPPB 'o 'a-� tyler
l :Jefferson City,MCI r.
January 4,2011
Conversion Estimated Estimated Conversion
Conversion Services OTY Programming Fee Hours Services Services
Court Applications
CONVERSION#1
Criminal Court Case Management-JIS DATA
Citation/Case Information 0,000 16 2,000 10,000
Violation(offense)Information Included
Fee/Fine/Cost Assessments Included
Fee/Fine/Cost Payments
Fee/Fine/Cost Non-Cash Credit
Bond Information Included
Warrant Information Included
Officers Included
Witnesses Included
Defendants Included
Offense Code Master Included
Vehicles Included
Attorneys Included
Citation History Included
Receipts Included
CONVERSION#2
ACMS Conversion-for ACMS DATA -Flat rate conversion 3,000 3,000
Assumes data and file structure will be provided to/node from current pmviderin
an industry standard format.
Conversion Services Subtotal 11,000 16 2,000 13,000
'nnvemion Services Total 11,000 16 2,000 13,000
G
Hosted Applications M
Terry Stephenson,CPPB � � "
tyler
City of Jefferson City,MO e�
January 4,2011
.Service QTY Charges Initial Year Annual Fee
Citizen Portal
One Time Setup Fee 1 800 800
-Hardware Configuration
-DNS registration
Monthly fee to support and host Web site 25 !month 300 300
INCODE Court Online Component
Monthly supportimaintenance fee 100 /month 1,200 1,200
-Display of citation/citations for payment
-Collects plea from defendant
-Secudty—SSL(Secure Socket Layer)
-Payment Processing-Credit Card
•Payment packet is created to be
impoded to Court System
NOTE. Defendant pays S1.25 fee pertransaction forpayment on-line.
Hosted Applications Total 2,300 1,500
H
COMPANY AGREEMENT
TERMS AND CONDITIONS
1. General Terms. The following terms set forth in this Section I apply to each of the Software
License Agreement (Section 2), Professional Services Agreement (Section 3), Annual
Maintenance Agreement (Section 4), Hardware and System Software Agreement (Section 5),
Annual Hardware Maintenance Agreement (Section 6), Third Party Product Agreement (Section
7),and RMA Policy(Section 8)as if fully set forth therein.
1.1 General Payment Terms. Seepage D of the Investment Summary.
1.2 Invoicing. The COMPANY shall invoice the CLIENT in accordance with Section LL In die
event of any disputed invoice, CLIENT shall provide written notice of such disputed invoice to
Attention: COMPANY Controller at the address listed on the cover of this Agreement. Such
written notice shall be provided to COMPANY within fifteen(15)days. An additional fifteen(15)
days is allowed for the CLIENT to provide written clarification and details for the disputed
invoice. COMPANY shall provide a written response to CLIENT that shall include either a
justification of the invoice or an explanation of an adjustment to the invoice and an action plan
that will outline the reasonable steps needed to be taken by COMPANY and CLIENT to resolve
any issues presented in CLIENT's notification to COMPANY. CLIENT may withhold payment of
only the amount actually in dispute until COMPANY provides die required written response, and
full payment shall be remitted to COMPANY upon COMPANY's completion of all material
action steps required to remedy the disputed matter. Notwithstanding the foregoing sentence, if
COMPANY is unable to complete all material action steps required to remedy the disputed matter
because CLIENT has not completed the action steps required of them. CLIENT shall remit full
payment of the invoice. Any invoice not disputed as described above shall be deemed accepted by
the CLIENT. If payment of any invoice that is not disputed as described above is not made within
sixty (60) calendar days, COMPANY reserves the right to suspend delivery of all services under
this Agreement.
1.3 Cooperative Nature of Implementations. CLIENT acknowledges that the implementation of the
products identified on the Investment Summary is a cooperative process requiring die time and
resources of CLIENT personnel. CLIENT shall, and shall cause CLIENT personnel to, use all
reasonable efforts to cooperate with and assist the COMPANY as may be reasonably required to
timely implement the systems. The COMPANY shall not be liable for failures to timely and
effectively implement the systems when such failure is due to Force Majeure(as identified within)
or to the failure by CLIENT personnel to provide such cooperation and assistance (either through
action or omission).
1.4 No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of
COMPANY and CLIENT.No third party shall be deemed a beneficiary of this Agreement,and no
third party shall have the right to make any claim or assert any right under this Agreement.
1.5 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of CLIENT's state of domicile.
1.6 Entire Agreement.
(a) This Agreement, including the functional description of the software products found in
COMPANY's written proposal and/or RFP Response to CLIENT, represents the entire
agreement of CLIENT and COMPANY with respect to the items listed within the Investment
Summary and supersedes any prior agreements, understandings and representations, whether
written, oral, expressed, implied, or statutory. CLIENT hereby acknowledges that in entering
into this Agreement it did not rely on any representations or warranties other than those
explicitly set forth in this Agreement and the functional description of the software products
found in COMPANY's written proposal and/or RFP Response to CLIENT.
(b) If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent. be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforced to the fullest extent
permitted by law.
1
COMPANY AGREEMENT
TERMS AND CONDITIONS
(c) This Agreement may only be amended, modified, or changed by written instrument signed by
both parties.
(d) CLIENT should return an executed copy of this Agreement to COMPANY. If the Agreement is
not returned to COMPANY within 90 days from the issue date, then such Agreement is subject
to be voided and prices are subject to change.
1.7 Cancellation or Termination. In the event of cancellation or termination of this Agreement,
CLIENT will make payment to COMPANY for all software products, services and expenses
delivered or incurred prior to the termination or cancellation of this Agreement.
1.8 General Limitation of Liability. In no event shall CLIENT or COMPANY be liable to the
other party for incidental, consequential, exemplary, indirect, or special damages of any
kind or nature, including,without limitation, any damages resulting from loss of use, loss of
data, interruption of business activities, or failure to realize savings arising out of or in
connection with this Agreement, irrespective of whether the parties have advance notice of
the possibility of such damage.
1.9 Approval of Governing Body. CLIENT represents and warrants to COMPANY that this
Agreement has been approved by its governing body and is a binding obligation upon CLIENT.
CLIENT represents and warrants that funds are appropriated and/or arrangements have been made
with a third party financier. Both parties represent that this Agreement has been executed by an
authorized representative.
1.10 Non-Assignability. The CLIENT shall not have the right to assign or transfer its rights hereunder
to any party.
1.11 Force Majeure. COMPANY shall not be responsible for delays in performing its obligations
hereunder to the extent that such delays are caused by strikes, lockouts, riots, epidemic, war,
government regulations,fire,power failure, acts of God,or other causes beyond its control.
1.12 Dispute Resolution. In the event of a dispute between the parties under this Agreement that
cannot be resolved by good faith negotiations between the parties, the matter shall be settled by
arbitration in accordance with the then prevailing rules of the American Arbitration Association.
1.13 Illegal Immigration.Prior to commencement of the work:
(a) Company shall by sworn affidavit and provision of documentation, affirm its enrollment and
participation in a federal work authorization program with respect to the employees working in
connection with the contract services.
(b) Company shall sign an affidavit affirming it does not knowingly employ any person who is an
unauthorized alien in connection with the contracted services.
(c) If Company is a sole proprietorship; partnership, or limited partnership, contractor shall
provide proof of citizenship or lawful presence of the owner prior to issuance of the Notice to
Proceed.
1.14 Performance Bond. COMPANY shall furnish a performance bond in the amount of$2,989.75
guaranteeing the prompt and faithful performance of this Agreement by COMPANY, according to
the terms, stipulations and conditions contained herein. Such bond will remain in force until the
earlier of(i) completion of implementation; or (ii) two (2) years from the effective date of this
Agreement.
2. Software License Agreement
2.1 Software Product License.
(a) Upon CLIENT's timely payment in full of the software products license fees set forth in the
Investment Summary of this Agreement, COMPANY shall grant to CLIENT and CLIENT
shall accept from COMPANY,a non-exclusive,nontransferable,non-assignable license to use
the software products and accompanying documentation for the internal business purposes of
CLIENT only,subject to the conditions and limitations in this Software License Agreement.
(b) CLIENT shall not(i) reverse engineer,de-compile, or disassemble any portion of the software
products or(ii)sublicense,transfer,rent,or lease the software products.
COMPANY AGREEMENT
TERMS AND CONDITI®NS
(c) Ownership of the software products, accompanying documentation and related materials, and
any modifications and enhancements to such software products and any related interfaces
shall remain with COMPANY.
(d) The software products are not licensed to perform functions or processing for subdivisions or
entities that were not considered by COMPANY at the time COMPANY issued this
Agreement.
(e)The right to transfer this license to a replacement hardware system is included in this Software
License Agreement. The cost for new media or any required technical assistance to
accommodate the transfer would be billable charges to CLIENT. Advance written notice of
any such transfer shall be provided to COMPANY.
(f) CLIENT agrees that the software products, any modifications and enhancements, and any
related interfaces are proprietary to COMPANY and have been developed as a trade secret at
COMPANY's expense. To the extent permitted by law, CLIENT agrees to keep the software
products confidential and use its best efforts to prevent any misuse, unauthorized use or
unauthorized disclosures by any party of any or all of the software products or accompanying
documentation.
(g) If CLIENT has made modifications to the software products, COMPANY will not support or
correct errors in the modified software products, unless modifications were specifically
authorized in writing by COMPANY.
(h) CLIENT may make copies of the software products for archive purposes only. CLIENT will
repeat any proprietary notice on the copy of the software products. The documentation
accompanying the software products may not be copied except for internal use.
(i)The term of the license granted by this Section shall be perpetual.
(j) COMPANY maintains an escrow agreement with an Escrow Services Company under which
COMPANY places the source code of each major release. At CLIENT's request, COMPANY
will add CLIENT as a beneficiary on its escrow account. CLIENT will be invoiced the annual
beneficiary fee by COMPANY and is solely responsible for maintaining its status as a
beneficiary.
2.2 License Fees. CLIENT agrees to pay COMPANY, and COMPANY agrees to accept from
CLIENT as payment in full for the license herein,the total sum of the COMPANY license fees set
forth in the Investment Summary in accordance with the payment provisions set forth in Section
I.I.
23 Verification of the Software Products.
(a) At the CLIENT's request, within thirty (30) days after the software products have been
installed on CLIENT's system,COMPANY will test the software products in accordance with
COMPANY's standard verification test procedure. Demonstration shall constitute CLIENT's
verification that the software products substantially comply with COMPANY's current
specifications for the most current version of the software products and functional
descriptions of the software found in COMPANY's written proposal to CLIENT.
(b) At its option, CLIENT may perform CLIENT's own defined internal validation process to test
the software to substantially comply with COMPANY's current specifications for the most
current version of the software products and functional descriptions of the software found in
COMPANY's written proposal to CLIENT. Such validation test shall constitute CLIENT's
verification.
(c) Notwithstanding anything contrary herein, CLIENT's use of the software products for its
intended purpose shall constitute CLIENT's verification of the software products, without
exception and for all purposes.
(d) Verification or validation, by CLIENT, that the software products substantially comply with
COMPANY's current specifications for the most current version of the software products and
functional descriptions of the software found in COMPANY's written proposal to CLIENT
shall be final and conclusive, except for latent defect, fraud, and such gross mistakes that
amount to fraud. In the event said verification becomes other than final, or becomes
inconclusive, pursuant to this paragraph, CLIENT's sole right and remedy against
COMPANY shall be to require COMPANY to correct the cause thereof.
3
COMPANY AGREEMENT
TERMS AND CONDI'T'IONS
(e) COMPANY shall correct any functions of the software products which failed the standard
verification testing or failed to comply with COMPANY's current specifications for the most
current version of the software products and functional descriptions of the software found in
COMPANY's written proposal to CLIENT. If CLIENT has made modifications to the
software programs, COMPANY will not make such corrections, unless such modifications
were specifically authorized in writing by COMPANY.
2.4 Schedule of Verification. COMPANY will install the software products and cause the same to be
verified within sixty (60) days after CLIENT makes available to COMPANY the equipment into
which the software product is to be loaded. COMPANY shall exercise reasonable efforts to cause
the software products to be verified according to the schedule set forth in this paragraph, but
COMPANY shall not be liable for failure to meet said schedule if, and to the extent, said failure is
due to causes beyond the control and without the fault of COMPANY.
2.5 Limited Warranty. COMPANY warrants that the then current, unmodified version of the
COMPANY Software Products will substantially conform to the then current version of its
published current specifications. THIS WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER
EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER
ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2.6 Intellectual Property Indemnity.
In the event that the software products are determined to infringe upon any existing United States
patent copyright or trademark rights held by any other person or entity, COMPANY shall defend
and hold harmless CLIENT and its officers, agents and employees from any claim or proceedings
brought against CLIENT and from any cost damages and expenses finally awarded against
CLIENT which arise as a result of any claim that is based on an assertion that CLIENT's use of the
software products under this Software License Agreement constitutes an infringement of any
United States patent, copyright or trademark provided that CLIENT notifies COMPANY promptly
of any such claim or proceeding and gives COMPANY full and complete authority, information
and assistance to defend such claim or proceeding and further provided that COMPANY shall
have sole control of the defense of any claim or proceeding and all negotiations for its compromise
or settlement provided that COMPANY shall consult with CLIENT regarding such defense. In the
event that the software products are finally held to be infringing and its use by CLIENT is
enjoined, COMPANY shall, at its election; (1) procure for CLIENT the right to continue use of
the software products; (2) modify or replace the software products so that it becomes non-
infringing; or (3) if procurement of the right to use or modification or replacement cannot be
completed by COMPANY, terminate the license for the infringing software product, and upon
termination, refund the license fees paid for the infringing software product as depreciated on a
straight-line basis over a period of seven (7) years with such depreciation to commence on the
execution of this Agreement. COMPANY shall have no liability hereunder if CLIENT modified
the software products in any manner without the prior written consent of COMPANY and such
modification is determined by a court of competent jurisdiction to be a contributing cause of the
infringement or if the infringement would have been avoided by CLIENT's use of the most current
revision of the software products. The foregoing states COMPANY's entire liability and
CLIENT's exclusive remedy with respect to any claims of infringement of any copyright, patent,
trademark, or any property interest rights by the software products, any part thereof, or use
thereof.
2.7 Limitation of Liability.
If the Software Products do not perform as warranted prior to the initiation of paid annual
maintenance, COMPANY's sole obligation will be to use reasonable efforts, consistent with
industry standards, to cure the defect. Should COMPANY be unable to cure the defect or
provide a TYLER replacement product,CLIENT shall be entitled to a refund for the license
fee paid for application, which shall be CLIENT'S sole and exclusive remedy for damages
hereunder, whether based on a theory of contract or tort. The license fees set forth in the
4
COMPANY AGREEMENT
TERMS AND CONDITIONS
,... Investment Summary reflect and are set in reliance upon this allocation of risk and the
exclusion of such damages as set forth in this Software License Agreement. Upon the
initiation of paid annual software maintenance, COMPANY'S obligations and liabilities
shall be as set forth in Section 4,Annual Software Maintenance Agreement.
3. Professional Services Agreement
3.1 Services Provided. COMPANY shall provide some or all of the following services to CLIENT,
as evidenced in the attached Investment Summary:
(a) Installation as described in the Investment Summary;
(b) Conversion of CLIENT's existing data as set forth in the Investment Summary. CLIENT is
responsible for reading and complying with COMPANY's Data Conversion Process
Statement.
(c)Training/Implementation as set forth in the Investment Summary;
(d)Consulting/Analysis as set forth in the Investment Summary;and
(e)Verification Testing as described in the Software License Agreement.
3.2 Professional Services Fees,
(a) Notwithstanding specific prices to the contrary identified in the Investment Summary, all
services will be invoiced in hourly increments as delivered, plus travel and other expenses,
plus a 10% travel processing fee. CLIENT agrees to pay COMPANY for the actual amount
of training provided. CLIENT acknowledges that the Investment Summary represents only an
estimate of time required to complete all phases of this Agreement.
(b) Upon the completion of each service day, or group of days, COMPANY will present a Daily
Log. CLIENT will sign the report indicating acceptance of the service day and its subsequent
billing,or noting reasons for CLIENT's non-acceptance of such.This acceptance is final.
(c) CLIENT is not charged for travel time to and from the CLIENT's site. Only time spent on-
site is billed as training time, with the exception of those cases in which the CLIENT requires
the COMPANY trainer(s)to travel on the weekend, in which case CLIENT will be billed for
weekend travel time at a rate of$500 per weekend day.
(d) If CLIENT travels to COMPANY location for training, then CLIENT agrees to pay all
expenses related to transportation of CLIENT's employees.
(e) All requests for supporting documentation shall be made within thirty (30) calendar days of
invoice delivery. Such documentation will consist of quoted internet rates within 7 days from
the date the request is received by the COMPANY and not actual receipts. Such quotes will
be deemed acceptable documentation if price is within 25% of actual amounts charged to
CLIENT,adjusted by unusual or seasonal travel circumstances.
(f) The rates for Verification Testing shall be the same as the Training/Implementation rates set
forth in the Investment Summary.
33 Training Environment. If training is being conducted at the CLIENT's site, the CLIENT is
responsible for providing a productive environment to conduct training. COMPANY is not
responsible for its inability to conduct training or for inadequate training arising due to
interruptions and/or unavailability of CLIENT personnel to be trained. Time spent on-site by
COMPANY that results in non-productive training time beyond COMPANY's control will be
billed as training time. COMPANY will make reasonable efforts to schedule training on dates
requested by the CLIENT. Trainers will be on-site approximately noon Monday through noon
Friday. This allows appropriate travel time to and from the CLIENT's site.
3.4 Project Management. CLIENT agrees to designate in writing a primary contact (the "Project
Manager") to represent CLIENT and help coordinate CLIENT's personnel during the design,
development, installation, training and maintenance of the system. The Project Manager shall have
the authority to amend delivery schedules, seek additional services hours, and authorize other
changes to this Agreement.
3.5 Additional Services. Services utilized in excess of those set forth in the Investment Summary and
additional related services not set forth in the Investment Summary will be billed at COMPANY's
5
COMPANY AGREEMENT
TERMS AND CONDITIONS
then current market rate for the service as they are incurred. Travel and other expenses, plus a
-
10%travel processing fee,will be billed as delivered.
3.6 Limitation of Liability. COMPANY shall not be liable for inaccurate data in COMPANY's
application software which is the result of conversion of inaccurate data from the previous
system. COMPANY's liability for damages arising out of this Professional Services
Agreement, whether based on a theory of contract or tort, including negligence and strict
liability, shall be limited to the professional service fees identified in the Investment
Summary.
4. Annual Software Maintenance Agreement
4.1 Scope of Agreement. The CLIENT agrees to purchase and COMPANY agrees to provide services
for the software products listed in the Investment Summary of this Agreement in accordance with
the following terms and conditions. Both parties acknowledge that this Annual Software
Maintenance Agreement covers both support for the software products listed in the Investment
Summary of this Agreement and licensing of updates of such installed software products.
4.2 Term of Agreement. This Annual Software Maintenance Agreement is effective on the date
executed by an officer of COMPANY and shall have a term beginning upon the first of the month
six(6) months after the verification of the COMPANY software and ending upon the last day of the
month one year following that date.
(a) This Annual Software Maintenance Agreement will automatically renew for subsequent one-
year terms unless either party gives the other party at least thirty days prior written notice of its
intent not to renew prior to the expiration of the then current term. Fees for subsequent years are
subject to change.
(b) If CLIENT has not elected to participate in the COMPANY Annual Software Maintenance
Agreement, or elects not to renew the Annual SofRvare Maintenance Agreement, the CLIENT
shall acquire Software maintenance in accordance to the Section entitled "Support Terms for
CLIENTS Not Participating in the Annual Software Maintenance Agreement".
4.3 Payment.
(a) CLIENT agrees to pay COMPANY the amount identified in the Investment Summary for
licensing and support services of the software products in accordance with the payment
provisions set forth in Section 1.1.
(b) Additional Charges. Any maintenance performed by COMPANY for the CLIENT, which is
not covered by this Annual Software Maintenance Agreement, will be charged at
COMPANY's then current market rates. All materials supplied in connection with such non-
covered maintenance or support plus expenses will be charged to CLIENT.
(c) Support and services will be suspended whenever CLIENT's account is thirty (30) calendar
days overdue and shall be reinstated when CLIENT's account is made current.
(d) COMPANY will not increase annual maintenance fees on the COMPANY software for the
first five (5) renewals of the maintenance agreement. Beginning year six (6) COMPANY
agrees to not increase annual maintenance fees more than 5% or Consumer Price Index (CPI)
on a year to year bases whichever price is least.
4.4 Licensing of Updates, Releases,and New Versions of the Installed Software Products.
(a) In consideration for the payment of the annual maintenance fees, CLIENT'S license of the
COMPANY'S installed software products set forth in the Investment Summary shall be
extended to include any and all updates, releases, and/or new versions of the installed
software products delivered to CLIENT under this Annual Software Maintenance Agreement,
subject to the terms, conditions, and restrictions set forth in Section 2.1 of the Software
License Agreement.
(b) For as long as a current Annual Software Maintenance Agreement is in place, COMPANY
shall promptly correct any functions of the software products which fail to substantially
comply with COMPANY's current specifications for the most current version of the software
products. If CLIENT has made modifications to the software products, COMPANY will not
make such corrections, unless modifications were specifically authorized in writing by
COMPANY.
6
COMPANY AGREEMENT
TERMS AND CONDITIONS
(c) COMPANY reserves the right to change the functionality of future releases of its software
and CLIENT understands that COMPANY is not obligated to include specific functionality in
future releases unless provided for herein.
4.5 Terms and Conditions for Support.
(a) COMPANY shall provide software related CLIENT support during standard support hours.
Currently, standard support hours are from 7:00am to 7:00pm, Central Standard Time,
Monday thru Friday, excluding holidays. COMPANY reserves the right to modify these
support hours as COMPANY sees fit in order to better serve its entire client base. Assistance
and support requests which require special assistance from COMPANY's development group
will be taken and directed by support personnel.
(b) COMPANY will maintain staff that is appropriately trained to be familiar with the software
products in order to render assistance, should it be required,
(c) COMPANY will provide CLIENT with all updates that COMPANY may make to the then
current version of the installed software products covered in this Agreement. CLIENT agrees
to install such updates promptly after receipt.
(d)CLIENT acknowledges that the updates/enhancements may not be compatible with CLIENT's
particular hardware configuration or operating system. CLIENT acknowledges that additional
hardware and software may be required at the CLIENT's expense in order to utilize the
updates/enhancements.
(e)COMPANY will make available appropriately trained personnel to provide CLIENT additional
training, program changes, analysis, consultation, recovery of data, conversion, non-coverage
maintenance service, etc., billable at the current per diem rate plus expenses. COMPANY
employs many CPAs but is not a board registered CPA fain.
(f) COMPANY shall provide CLIENT with remote support through the use of secure connection
over the Internet connection via Citrix GotoAssist. If CLIENT will not allow access through
GotoAssist,COMPANY cannot guarantee support standards will be met.
4.6 Support Terms for CLIENTS Not Participating in the Annual Software Maintenance
Agreement. The Software License Agreement includes ninety (90) days free maintenance. If
CLIENT elects not to participate in the COMPANY Annual Software Maintenance Agreement,
CLIENT shall receive support on a Time and Materials basis following ninety (90) days after the
COMPANY Software is verified in accordance with the following terms:
(a) CLIENTS not on Software Support Maintenance will receive the lowest priority for Software
Support.
(b) CLIENTS not on Software Support Maintenance will be required to purchase new releases of
the Software. New Releases will include fixes, enhancements and updates, such as, Tax
Tables, W/2 reporting formats, 1099 changes,etc.
(c) CLIENTS not on Software Support Maintenance will be charged $175 per hour with a one-
hour minimum for all software support calls.
(d) CLIENTS not on Software Support Maintenance will not be granted access to COMPANY's
software support web-site.
(e) CLIENTS not on Software Support Maintenance are subject to higher rates for training and
continuing education performed by COMPANY employees. This is due to the fact that the
CLIENT may not be utilizing the most current version of our software.
(f) COMPANY will not guarantee a program fix to a documented bug for software versions that
are not the currently released version. Because every CLIENT is on Software Support
Maintenance, often times, bug fixes are rolled into the latest release and then sites are
upgraded to the latest release of the software.
(g) If a CLIENT decides to discontinue Software Support Maintenance and later chooses to
reinstate Software Support Maintenance, the CLIENT will be required to pay the portion of
annual software support maintenance fees for the Enhancement and Software Updates (27%)
dating back to the date when the CLIENT discontinued Software Support Maintenance.
4.7 Additional Services. The services listed below are not included in the COMPANY Software
Maintenance Agreement. These services shall be provided at COMPANY's discretion and will be
billed on a Time and Materials basis at COMPANY's then current rates:
(a) Changes to print programs;
7
COMPANY AGREEMENT
TERMS AND CONDITI®NS
(b) Software modifications;
(c) Software Training;
(d) Responding to problems caused by bad data;
(e) Responding to problems caused by hardware;
(f) Responding to problems caused by operator error;
(g) Responding to problems caused by software that is not COMPANY software;
(h) Responding to problems resulting from misuse, accidents, CLIENT neglect, fire, or any other
cause not within COMPANY's reasonable control;
(i) Changes made to the COMPANY Software by someone other than COMPANY personnel;and
(j) Any other services performed by COMPANY not otherwise specifically provided for in this
Agreement, including but not limited to, bank reconciliation,reconciling out of balance reports,
balancing segments of the system,etc.
4.8 Limitations and Exclusions. The support and services of this Annual Software Maintenance
Agreement do not include the following:
(a) Support service does not include the installation of the software products, onsite support,
application design,and other consulting services,support of an operating system or hardware,
or any support requested outside of standard support hours.
(b) CLIENT shall be responsible for implementing, at its expense, all changes to the current
version. CLIENT understands that changes furnished by COMPANY for the current version
are for implementation in the current installed software products version, as it exists without
customization or CLIENT alteration.
(c) If CLIENT has made modifications to the software products,COMPANY will not support the
modified software products, unless modifications were specifically authorized in writing by
COMPANY.
4.9 CLIENT Responsibilities.
(a) CLIENT shall provide, at no charge to COMPANY, full and free access to the software
programs covered hereunder, including the following: working space; adequate facilities
within a reasonable distance from the equipment;and use of machines,attachments, features,
or other equipment necessary to provide the specified support and maintenance service. Such
environment includes, but is not limited to, use of the appropriate operating system at the
version and release levels specified by COMPANY and additionally specifies that die
environment for any COMPANY software application requires the CLIENT to have e-mail
and Internet access. CLIENT will be responsible for all additional costs incurred to the extent
such hardware and software does not conform to COMPANY's current specifications. The
acquisitions of necessary hardware and software meeting the requirements then in effect shall
be sole responsibility of the CLIENT.
(b) CLIENT shall maintain a high speed internet connection (DSL, Cable, or faster) and must be
able to provide COMPANY with IP connection to CLIENT's network through Citrix
GotoAssist, VPN, Citrix, or Microsoft Terminal Services. COMPANY shall use the
connection to assist with problem diagnosis and resolution. COMPANY is not responsible
for purchase of VPN client software license or configuration of CLIENT's firewall settings.
If CLIENT will not allow access through GotoAssist, COMPANY cannot guarantee support
standards will be met.
(c) CLIENT must maintain an active e-mail address capable of receiving a 5 MB attachment.
This e-mail account must be accessible from a PC connected to the server hosting the
COMPANY software applications.
(d) CLIENT must open firewall ports to enable access to COMPANY's FTP server for program
updates via Live Update.
(e)CLIENT is responsible for reading and complying with COMPANY's Systems Requirements.
(f) CLIENT is responsible for ensuring that data and application backup processing is occurring,
as well as, verifying the existence and accuracy of the data being backed up. For mission
critical data, COMPANY highly recommends regularly scheduled off-site backup services, as
well as, frequent local backups.
4.10 Limitation of Liability. Upon the initiation of maintenance and support services under this
�` _... Annual Maintenance Agreement, the liability of COMPANY, whether based on a theory of
COMPANY AGREEMENT
TERMS AND CONDITIONS
contract or tort,shall be limited to fixing defects in accordance with the terms herein, and if
the COMPANY cannot fix defects, to the fees paid by CLIENT for services under this
Annual Software Maintenance Agreement.
5. Hardware and System Software Agreement
5.1 Agreement to License or Sell Hardware. For the price set forth in the Investment Summary
(Hardware& System Software),COMPANY agrees to license or sell and deliver to CLIENT,and
CLIENT agrees to accept from COMPANY, the hardware and system software products set forth
in the Investment Summary.
5.2 License of Hardware.
Upon CLIENT's payment for the hardware listed in the Investment Summary, for the license fees
set forth in the Investment Summary, COMPANY shall grant to CLIENT and CLIENT shall
accept from COMPANY a non-exclusive, nontransferable, non-assignable license to the hardware
and system software products and accompanying documentation and related materials for internal
business purposes of CLIENT,subject to the conditions and limitations in this section.
5.3 Price and Costs.
(a) CLIENT agrees to pay COMPANY and COMPANY agrees to accept from CLIENT as
payment in full for the hardware and system software products the price set forth in the
Investment Summary in accordance with the payment provisions set forth in Section I.I.
(b) Unless otherwise indicated in the Investment Summary, the price includes costs for shipment
of and insurance while in transit for the hardware and system software products from the
supplier's place of manufacture to CLIENT's site.
5.4 F.O.B. Point. Delivery of each hardware and system software product shall be F.O.B. CLIENT's
site.
5.5 Schedule of Delivery. Delivery of each hardware and system software product shall take place
according to mutually agreeable schedule, but COMPANY shall not be liable for failure to meet
the agreed upon schedule if,and to the extent, said failure is due to causes beyond the control and
without the fault of COMPANY.
5.6 CLIENT Delays. If any act or failure to act by the CLIENT delays COMPANY's performance,
COMPANY shall be excused from performance for an amount of time commensurate with the delay
caused by CLIENT. CLIENT acknowledges that its delay may excuse COMPANY from
performance for an amount of time greater than the delay caused by CLIENT. Such delays by
CLIENT that may cause COMPANY to delay performance include, but are not limited to, failure to
have prepared any data in the form and format requested by COMPANY, on or before the date
specified by COMPANY or to have verified such data for accuracy, submission of erroneous data to
COMPANY or CLIENT's failure to have completely prepared the Hardware's installation site prior
to the Hardware's actual delivery including,but not limited to, failure to have all electrical work and
cable installation completed.
5.7 Installation and Verification. If itemized in the Investment Summary, the price includes
installation of the hardware and system software products. Upon the completion of installation,
CLIENT shall obtain from the installer a certification of completion, or similar document, which
certification or similar document shall constitute CLIENT's acceptance of the hardware and
system software products. Such acceptance shall be final and conclusive except for latent defects,
fraud,and such gross mistakes as amount to fraud.
5.8 Site Requirements. CLIENT shall prepare the installation site prior to the delivery of the
hardware and system software. CLIENT is solely responsible for and will furnish all necessary
labor and material to install all associated electrical lines, CRT cables, and telephone lines for
communication modems. CLIENT is responsible for installing all required cables.
5.9 Warranties.
ALL WARRANTIES RELATING TO THE HARDWARE AND SYSTEM SOFTWARE ARE
PROVIDED DIRECTLY FROM THE HARDWARE MANUFACTURERS AND/OR
SOFTWARE PUBLISHERS UNDER THE TERMS AND CONDITIONS OF THEIR
RESPECTIVE WARRANTIES. THE WARRANTIES SET FORTH IN THIS HARDWARE
9
COMPANY AGREEMENT
TERMS AND CONDITI®NS
AND SYSTEM SOFTWARE AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM
INTEGRATION.
5.10 Maintenance. There is no hardware maintenance provided pursuant to this Agreement. Hardware
warranty and/or maintenance are typically provided by the manufacturer or a Third Party. In
situations where COMPANY and the CLIENT agree that COMPANY will provide hardware
maintenance, such hardware maintenance shall be governed by the terms of COMPANY's Annual
Hardware Maintenance Agreement.
5.11 Limitation of Liability. CLIENT expressly assumes sole responsibility for the selection and
use of the hardware and system software. COMPANY's liability for damages arising out of
this Hardware and System Software Agreement, whether based on it theory of contract or
tort, including negligence and strict liability, shall be limited to the price of the hardware
and system software products set forth in the Investment Summary. The prices set forth in
the Investment Summary reflect and are set in reliance upon this allocation of risk and the
exclusion of such damages as set forth in this Hardware and System Software Agreement.
6. Annual Hardware Maintenance Agreement
6.1 Scope of Agreement. For the prices set forth in the Investment Summary, CLIENT agrees to
purchase, and COMPANY agrees to provide, services for the equipment specified therein in
accordance with the following terms and conditions. COMPANY requires all like-kind hardware
to be covered(i.e.ALL cash drawers,ALL receipt printers,etc.).
6.2 Price and Payment. The CLIENT agrees to pay the Annual Hardware Maintenance fee specified
in die Investment Summary. COMPANY guarantees this fee for the then current term of the
Annual Hardware Maintenance Agreement; however, fees for subsequent years are subject to
change. CLIENT shall pay the annual hardware maintenance fees in accordance with the payment
provisions set forth in Section I.I.
6.3 Equipment Maintenance Program Terms. COMPANY agrees to provide the maintenance on
the equipment specified under this Annual Hardware Maintenance Agreement in accordance to the
following terms:
(a) In the event of equipment failure, COMPANY will repair the defective equipment and
provide the CLIENT with "like or near like" equipment while the defective equipment is
being repaired.
(b) CLIENT shall notify COMPANY of equipment failure. Upon notification, COMPANY will
ship via over-night service to the CLIENT the appropriate loaner equipment. The CLIENT
shall package the defective equipment in its original container and ship the equipment to
COMPANY.
(c) Once the equipment is repaired, it will be shipped to the CLIENT. Upon receipt of the
repaired equipment, the CLIENT shall ship the loaner equipment back to COMPANY. The
loaner equipment should be shipped back to COMPANY within two days of receiving the
repaired equipment. The CLIENT agrees to pay daily rental fees to COMPANY if the loaner
equipment is not shipped back to COMPANY within the time frame specified.
(d) The CLIENT is responsible for shipping cost related to shipping equipment to COMPANY.
COMPANY is responsible for shipping cost related to shipping equipment to the CLIENT.
6.4 Definitions. The following definitions apply to the terms of this Annual Hardware Maintenance
Agreement:
(a) Loaner Equipment: equipment loaned to the CLIENT by COMPANY for use while the
CLIENT's equipment is being repaired.
(b) Like or Near-Like Equipment: equipment compatible with die CLIENT's computer system
and capable of performing Ole tasks performed by the equipment being repaired.
6.5 Limitation of Liability. COMPANY's liability for damages arising out of this Annual
Hardware Maintenance Agreement,whether based on a theory of contract or tort, including
negligence and strict liability,shall be limited to the annual fees paid hereunder.
10
COMPANY AGREEMENT
TERMS AND CONDITIONS
7. Third Party Product Agreement
7.1 Agreement to License or Sell Third Party Products. For the price set forth in the Investment
Summary (Hardware & System Software), COMPANY agrees to license or sell and deliver to
CLIENT, and CLIENT agrees to accept from COMPANY the third party products set forth in the
Investment Summary.
7.2 License of Third Party Software Products.
(a) Upon CLIENT's payment for the third party software products listed in the Investment
Summary,for the license fees set forth in the Investment Summary,COMPANY shall grant to
CLIENT and CLIENT shall accept from COMPANY a non-exclusive, nontransferable, non-
assignable license to use the third party software products and accompanying documentation
and related materials for the internal business purposes of CLIENT only, subject to the
conditions and limitations in this section.
(b) Ownership of the third party software products, accompanying documentation, and related
materials shall remain with the third party manufacturer or supplier.
(c) The right to transfer this license to a replacement hardware system is governed by the Third
Party. The cost for new media or any required technical assistance to accommodate the
transfer would be billable charges to CLIENT. Advance written notice of any such transfer
shall be provided to COMPANY.
(d) CLIENT agrees that the third party software products are proprietary to the third party
manufacturer or supplier and have been developed as a trade secret at the third-party's
expense. To the extent permitted by law, CLIENT agrees to keep the third party software
products confidential and use its best efforts to prevent any misuse, unauthorized use or
unauthorized disclosures by any party of any or all of the third party software products or
accompanying documentation.
(e) CLIENT shall not perform de-compilation, disassembly, translation or other reverse
engineering on the software products.
(f) CLIENT may make copies of the software products for archive purposes only. CLIENT will
repeat any proprietary notice on the copy of the software products. The documentation
accompanying the software products may not be copied except for internal use.
7.3 Price and Payment; Costs.
(a) CLIENT agrees to pay COMPANY and COMPANY agrees to accept from CLIENT as
payment in full for the third party products, the price set forth in the Investment Summary in
accordance with the payment provisions set forth in Section I.I.
(b) Unless otherwise indicated in the Investment Summary, the price includes costs for shipment
of and insurance while in transit for the third party products from the supplier's place of
manufacture to CLIENT's site.
7.4 F.O.S. Point.Delivery of each third party product shall be F.O.B.CLIENT's site.
7.5 Schedule of Delivery. Delivery of each third party product shall take place according to mutually
agreeable schedule, but COMPANY shall not be liable for failure to meet the agreed upon
schedule if,and to the extent, said failure is due to causes beyond the control and without the fault
of COM PANY.
7.6 Installation and Verification.
If itemized in the Investment Summary, the price includes installation of the third party products.
Upon the completion of installation, CLIENT shall obtain from the installer a certification of
completion, or similar document, which certification or similar document shall constitute
CLIENT's acceptance of the third party products. Such acceptance shall be final and conclusive
except for latent defects, fraud,and such gross mistakes as amount to fraud.
7.7 Site Requirements.CLIENT shall provide:
(a) a suitable environment, location, and space for the installation and operation of the third party
products;
(b) sufficient and adequate electrical circuits for the third party products;and
(c) installation ofall required cables.
7.8 Warranties.
11
COMPANY AGREEMENT
TERMS AND CONDITIONS
i (a) COMPANY is authorized by the manufacturer or supplier of all third party software products
listed in the Investment Summary to grant licenses or sublicenses to such products.
(b) Unless otherwise noted in any attached addendum, COMPANY warrants that each third party
product shall be new and unused,and if CLIENT fully and faithfully performs each and every
obligation required of it under the Third Party Product Agreement, CLIENT's title or license
to each third party product shall be free and clear of all liens and encumbrances arising
through COMPANY.
(c) The parties understand and agree that COMPANY is not the manufacturer of the third party
products.As such,COMPANY does not warrant or guarantee the condition of the third party
products or the operation characteristics of the third party products.
(d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT
ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES
REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION.
7.9 Maintenance. It shall be the responsibility of CLIENT to repair and maintain the third party
products after acceptance. Support for Third Party Application Software is not provided by
COMPANY unless otherwise specified in this Agreement. COMPANY's responsibility is limited
to delivering the Third Party Application Software and installing the software if installation
services are provided in this Agreement.
7.10 Limitation of Liability. CLIENT expressly assumes sole responsibility for the selection and
use of the Third Party Application Software. COMPANY's liability for damages arising out
of this Third Party Product Agreement, whether based on a theory of contract or tort,
including negligence and strict liability, shall he limited to the price of the third party
products set forth in the Investment Summary. The prices set forth in the Investment
Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such
damages as set forth in this Third Party Product Agreement.
S. General Return Merchandise Authorization (RMA) Policy.
(a) In order to return or replace any product ordered from COMPANY, CLIENT will need to
request and obtain an RMA number from appropriate COMPANY personnel. RMA numbers
will be issued at the discretion of COMPANY and products returned without an RMA number
may be refused by COMPANY. COMPANY reserves the right to refuse the return of any
product or to refuse the issuance of an RMA number.
(b) All shipping costs are the responsibility of the CLIENT. COMPANY recommends the use of
a traceable and insurable shipping source. COMPANY will not be responsible for lost or
damaged products as a result of the shipping process.
(c) Qualifying products must be returned unopened with original packaging and materials unless
otherwise agreed upon by COMPANY. The following situations will result in the refusal of
an RMA number and credit will not be issued to client:
• Opened inkjet or laserjet printers;
• Opened Third Party Software;or
• Damaged products as a result of irregular use of mishandling by customer.
(d) Products may only be returned to COMPANY for account credit after an RMA number has
been issued by COMPANY. All returns are subject to a restocking fee of 20% of original
purchase price. Failure to comply with this policy will result in a refusal of credit and future
product placement.
12
COMPANY WEB SERVICES - INTERNET BASED
PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND
CONDITIONS
THIS AGREEMENT is effective as of the date of acceptance set forth at the end hereof,and is by and between Tyler Technologies,
Inc.,hereinafter referred to as COMPANY and the party signing this agreement as the"SUBSCRIBER
DEFINITIONS
COMPANY Web Services COMPANY Web Services are designed to enable SUBSCRIBER to easily establish a
presence on the Internet. COMPANY Web Hosting and Design is composed of the COMPANY Web Hosting and Design
Publishing Component and other miscellaneous components. These components may be used independently or in
conjunction with each other.
COMPANY Utilitv Billing On-Line The COMPANY Utility Billing On-Line Component allows the SUBSCRIBER to
make available certain information from their COMPANY Utility Billing System to citizens with Internet access. This
information is posted to SUBSCRIBER's web site,which is hosted on COMPANY's web server. With the proper security
clearance,citizens with Internet access have access to the data which can include: Consumption information,service level
information, requests for service, accounting information and the opportunity to pay their Utility Bill over the Internet
using a credit card.
COMPANY Court On-Line The COMPANY Court On-Line Component provides the ability for municipal court fines
to be paid by credit card via the Internet. Since it was designed by COMPANY, this system interfaces seamlessly with
COMPANY's InCourl Municipal Court System.
COMPANY Building Praiecls On-Line 'Die COMPANY Building Projects On-Line Component allows the
SUBSCRIBER to make available certain information from their COMPANY Building Projects System to citizens with
Internet access. This information is posted to SUBSCRIBER's web site, which is hosted on COMPANY's web server.
With the proper security clearance, citizens with Internet access have access to the data which can include: Building
project status,inspection results,inspection scheduling and the opportunity to pay their Building Projects over the Internet
using a credit card.
COMPANY Business License On-Line The COMPANY Business License On-Line Component allows the
SUBSCRIBER to make available certain information from their COMPANY Business License System to citizens with
Internet access. This information is posted to SUBSCRIBER's web site, which is hosted an COMPANY's web server.
With the proper security clearance, citizens with Internet access have access to the data which can include: Business
License status,business license renewal and the opportunity to pay their Business License over the Internet using a credit
card.
COMPANY Accounts Receivable On-Line The COMPANY Accounts Receivable On-Line Component allows the
SUBSCRIBER to make available certain information from their COMPANY Accounts Receivable System to citizens with
Internet access. This information is posted to SUBSCRIBER's web site, which is hosted on COMPANY's web server.
With die proper security clearance, citizens with Internet access have access to die data which can include: Current
balance,contract status,and the opportunity to pay the Accounts Receivable over the Internet using a credit card.
COMPANY Call Center On-Line The COMPANY Call Center On-Line Component allows the SUBSCRIBER to make
available certain information from their COMPANY Call Center System to citizens with Internet access.This information
is posted to SUBSCRIBER's web site,which is hosted on COMPANY's web server. With the proper security clearance,
citizens with Internet access have access to the data which can include: current and past incidents,create a new incident
and view status of incident.
AGREEMENTS
II 'PERM. SUBSCRIBER must return an executed copy of this Agreement to COMPANY within 90 days loom the issue
dale. Thereafter,the Agreement will be voided and is subject to change. Subject to the limitations of this Section 1,and
unless otherwise provided f'or in this AgreemenL the tern of this Agreement shall commence as of the effective date and
shall continue for three(3)years. The tern shall thereafter be automatically extended in separate consecutive periods of
twelve(12)months duration unless either party gives written notice to terminate. Notice to terminate must provide at
least sixty (60)days notice of'said intent. In the event that the SUBSCRIBER. fails to pay any amount payable to
COMPANY hereunder, when due, or fails to comply with any other provision of this Agreement, COMPANY may
terminate the SUBSCRIBER's rights by written notice to that effect to the SUBSCRIBER. COMPANY may,by written
notice to the SUBSCRIBER,terminate its abdications under this Agreement in the event(flat COMPANY, for whatever
reason, ceases to host SUBSCRIBER'S Web Site. A termination of the SUBSCRIBER's rights under this Agreement
shall not terminate any of the parties' rights under this Agreement to receive or hold amounts rightfully owing to the
respective party pursuant to the terns of this agreement or to enforce the intellectual and proprietary rights in the
COMPANY concept, web site, software, mid technology. Upon termination or non-renewal of this agreement, the
parties shall each promptly account for all due but unpaid amounts hereunder. If SUBSCRIBER wishes to terminate
before the stated term expires,SUBSCRIBER must give sixty(60)days written notice in order not to incur termination
costs of$37> .00. Please also see section entitled"TERMINATION"in Ibis Agreement.
COMPANY WEB SERVICES - INTERNET BASED
PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND
CONDITIONS
2). NATURE OF WEB SITE.COMPANY shall maintain a web site accessable over the Internet,for SUBSCRIBER. This
web site shall contain both static information pages,non-static interactive pages as well as payment function pages. The
web site shall allow a citizen with Internet access to view relevant data provided by SUBSCRIBER. This data may
include certain data elements from SUBSCRIBER's Tyler Software System. This web site shall be equipped to accept
payment of amounts owed to SUBSCRIBER, via Secured Socket Layer(SSL)encryption and credit card or debit card
charge.
3) DATA PROCUREMENT. COMPANY must host the components and services listed in the Investment Summary of
this Agreement. The SUBSCRIBER will be required to setup a merchant account with Electronic Transaction System
Corporation or authorized.net for the sale use of COMPANY Web Service transactions. The merchant account must be
setup to fund to the SUBSCRIBER bank account. All fees for the merchant account will be paid by SUBSCRIBER.
SUBSCRIBER will be required to install and run Tyler Web Services in order for the COMPANY On-Line application
to access and transfer the necessary dam from the SUBSCRIBER's primary software system, to COMPANY's web
server. The transfer will occur on a real time basis. Additionally,cerain information,such as payment information.
must be conveyed to SUBSCRIBER. COMPANY will assume responsibility for transferring such information back
to SUBSCRIBER an a regular basis.Tyler Web Services requires a dedicated IP address. Assignment of dedicated
IP address is the sole responsibility of SUBSCRIBER.
4, LICENSED SOFTWAR E OWN ERSIIIP. SUBSCRIBER agrees that COMPANY possesses exclusive title to
and ownership of the COMPANY Software.
a. SUBSCRIBER agrees that SUBSCRIBER acquires neither ownership nor any other interest in the
COMPANY Software, except for the right to use and possess the COMPANY Software in accordance
with the terms and conditions of this Agreement.
b. All rights not expressly granted to SUBSCRIBER in this Agreement are retained by COMPANY.
C. SUBSCRIBER agrees that COMPANY Software including,but not limited to,systems designs,programs
in source and/or object code format, applications, techniques, ideas, and/or know-how utilized and/or
developed by COMPANY are and shall remain the exclusive property of COMPANY. SUBSCRIBER
agrees that the COMPANY Software consists of COMPANY's trade secrets. COMPANY shall retain all
copyrights in the COMPANY Software,whether published or unpublished.
d. COMPANY agrees that all data provided to COMPANY for the purposes of generating the web site shall
remain the property of SUBSCRIBER. Should SUBSCRIBER terminate the Internet Services in good
standing and in accordance with the termination provisions of this Agreement, COMPANY agrees to
return to SUBSCRIBER,all graphics,text documents,and data files held by COMPANY.
5), SUBSCRIBER MEMBERSHIP FEES. For establishing new COMPANY Web Services, the SUBSCRIBER
shall pay to COMPANY the amounts as stated in the Investment Summary.
(Z NOT ASSIGNABLE. The rights of the SUBSCRIBER under this Agreement are not assignable without the prior
written consent of COMPANY. Any attempt to sublicense,assign,encumber or transfer any of the rights,duties or
obligations under this Agreement by the SUBSCRIBER is void. Subject to the foregoing, this Agreement shall be
binding upon and shall more to the benefit of the parties hereto and their respective permitted assigns and successors.
7) SOFTWARE MAINTENANCE. This SUBSCRIPTION AGREEMENT includes unlimited telephone support,
support by communication modem,and all software upgrades,enhancements and new releases. COMPANY reserves
the right to change the functionality of future releases of its software and CLIENT understands that COMPANY is
not obligated to include specific functionality in future releases unless provided for herein.
J, PARTIAL INVALIDITY. Should any provision or clause of this Agreement be held to be invalid,such invalidity
shall not affect any other provision or clause hereof,which can be given effect without such invalid provision or
clause.
9, RESPONSIBILITY OF DATA. COMPANY will assume responsibility for all data transfer,but not responsible
for data accuracy.
SITE REOUIREMENTS.
a. CLIENT shall maintain a high speed internet connection (1.5mbps download AND 5l2kbps
upload)with a static IP address and must be able to provide COMPANY with IP connection to
CLIENT's network through Citrix GotoAssist, VPN. Citrix, or Microsoft Terminal Services.
COMPANY shall use the connection to assist with problem diagnosis and resolution.
COMPANY is not responsible for purchase of VPN client software license or configuration of
CLIENT's firewall settings.No wireless Internet connections allowed.
COMPANY WEB SERVICES - INTERNET BASED
PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND
CONDITIONS
b. COMPANY shall provide CLIENT with remote support through the use of secure connection
over the Internet connection via Citrix GotoAssis(. If CLIENT will not allow access through
GotoAssist,COMPANY cannot guarantee support standards will be met.
IU PROPRIETARY INFORMATION.
a. Distribution of COMPANY Software. SUBSCRIBER may not sell, assign, transfer, disclose, or
otherwise make available,either directly or indirectly,any object code,documentation or other material
relating to the Software, in whale or in purl,or any copy of the same in any form, to any other person or
entity.
b. Software as Trade Secret. SUBSCRIBER shall maintain the confidentiality of the Software and unless
specifically authorized by COMPANY or except for ordinary and necessary backup purposes,
SUBSCRIBER may not make or have made any copies of the Software or any part thereof.
SUBSCRIBER shall include COMPANY's proprietary notice or other legend on any copies made by
SUBSCRIBER as permitted hereunder.
12) WARRANTY,DISCLAIMER, LIMITATION ON LIABILITY. COMPANY warrants that die Software will
substantially conform to current specifications delivered by COMPANY to SUBSCRIBER pursuant to this
Agreement, including COMPANY's response to the Request for Proposal for six (6)months following installation;
provided,however,that COMPANY'S warranty hereunder shall not cover or apply to any software or part thereof that
is not developed or designed by COMPANY. In the event that the Software is found to be defective in such respect
and SUBSCRIBER notifies COMPANY in writing within six (6) months after its receipt of the Software of any
substantial non-confarmity of the Software with such specifications, COMPANY's sole obligation under this
wawanty is to remedy such defect within a reasonable time. THE FOREGOING WARRANTY IS EXCLUSIVE
AND IS MADE IN LIEU OF ALL OTIIER WARRANTIES OR REPRESENTATIONS,WHETHER EXPRESS OR
IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL IN NO EVENT BE LIABLE FOR DAMAGES
THAT EXCEED THE AMOUNT OF THE CHARGES PAID BY SUBSCRIBER HEREUNDER FOR THE
DEVELOPMENT AND LICENSE OF THE SOFTWARE. IN NO EVENT SHALL COMPANY BE LIABLE FOR
SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF
PROFITS, REVENUES OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
--- 13) HOLD HARMLESS. SUBSCRIBER agrees that it will hold COMPANY harmless against any claims,damages,
liabilities,costs and expenses,including reasonable attameys fees,arising out of or relating to
a. SUBSCRIBER's failure to implement any corrections, improvements and new releases relating to the
Software,or any part thereof,
b. SUBSCRIBER's unauthorized alterations to or use of the Software,or
c. SUBSCRIBER's breach of any of its obligations to maintain the confidentiolity of the Software or
SUBSCRIBER's unauthorized copying thereof.
TERMINATION. This Agreement or any license referenced hereunder may be terminated by COMPANY upon
written notice to SUBSCRIBER if SUBSCRIBER performs any breach of the terns of this Agreement. At the date
of termination of this Agreement, SUBSCRIBER shall promptly return to COMPANY any Software, related
documentation,materials and other property of COMPANY then in its possession,and any copies thereof wherever
located. Notwithstanding the foregoing,all provisions hereof relating to confidentiality of the Software shall survive
the termination of(Iris Agreement.
GENERAL.
a. This Agreement shall be governed by the Imes of SUBSCRIBER's slate of domicile and constitutes the
entire Agreement between the parties hereto with respect to the Software described herein, and shall
supersede all previous or contemporaneous negotiations, commitments and writings with respect to the
matters set forth herein.
b. All acceptances by COMPANY of purchase orders and all sales by COMPANY are expressly limited to
and made on the basis of the terms and conditions set forth herein, notwithstanding receipt or
acknowledgment of SUBSCRIBER's order forms or specifications containing additional or different
provisions, or conflicting oral representations by an agent, representative or employee of COMPANY.
Any such additional or different terms are hereby objected to. All acceptances by COMPANY are
expressly conditional an SUBSCRIBER's assent to the additional or different terms and conditions set
forth in this Agreement. If these terms and conditions are not acceptable, SUBSCRIBER should notify
COMPANY m once.
tyler
The Data Conversion Process
Purpose
One of the most difficult aspects of software transition revolves around data conversion. This
process takes place in one of two ways:
1. The manual method - In the manual mode the Client enters data from the existing system
into the new Tyler Technology system.
2. The automated method - In the automated mode a software program is written or coded in
order to facilitate moving information from the existing system to the new Tyler Technology
system.
This document is provided to aid the Client in understanding the automated conversion process
and provide clear direction as to the responsibility and the scope of the process.
Who should read this document?
The obvious answer to this question is the individual at the Client site that is most responsible for
the transition. Specifically it should be:
1. The individual responsible for extracting and providing data from the old system to the Tyler
Technology system.
2. Any individuals responsible at a department level.
3. Any individual that would benefit from understanding the conversion process
The Conversion Process
The process itself has a predefined set of steps that must take place for a successful conversion.
1. Initial data extraction - The Client must perform the preliminary extraction and transmission
of data.
2. Data Evaluation - Tyler Technologies will then be responsible for evaluating the information
that has been transmitted. Upon a successful evaluation the Client will be contacted for
further scheduling.
3. Conversion scheduling - Once a schedule has been decided upon, Tyler Technologies will
proceed in development of the conversion programs. During the development step, the
Client will be responsible for providing knowledge and insight into the information from their
current system
4. On-Site Conversion - Upon Tyler Technology's arrival at the Client's site for the conversion,
the Client will be responsible for a final extraction of the data. In most situations the Client
will not have to transmit the final extraction to Tyler Technologies. The Tyler Technology
trainer on site will assist the Client in preliminary INCODE application setup that is required
for the conversion as well as execute the conversion programs and assist in the verification
of the converted information's integrity.
Even though the Tyler Technology trainers possess a great deal of knowledge in the area of
conversion, it is ultimately the Client's responsibility to validate any converted data. The sections
that follow clearly outline and describe each of the above steps.
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Data Extraction and Transmission of Data
As stated in the contract, the Client must supply data in ASCII file format with unpacked data
fields. This terminology is sometimes considered confusing. The ASCII (pronounced as AS-key) is
an abbreviation that represents the American Standard Code for Information Interchange. This
standard was established in 1967 and still represents one of the most important standards in the
computer industry. Since that time, some vendors have deviated from this standard. An example
would be IBM's has a proprietary standard format abbreviated EBCDIC (pronounced EBB-see-dik).
This is their current standard on the System36 and AS400. Vendors also use compression
techniques in their data structures to pack numeric fields and dates. Since these techniques are not
standard and vary from vendor to vendor, we are unable to process this information. In the
simplest of terms the Client's data that is transmitted to The Tyler Technology system should be
legible in a standard text processing program such as Windows textpad or wordpad. The characters
that you view on screen should be the same characters that are on your computer keyboard.
File Descriptions and layout
The contract further states that the Client must supply sufficient file descriptions and layout
information for the data. Sometimes file descriptions will be referenced as data definitions.
Normally data files have one row after another. Each row represents a record or grouping of
information. As an example, a vendor file would normally have a row for each vendor in the
system. The rows then have to be broken down further into columns or fields. An example of a
field in the vendor file could be vendor name. The file description provides the information needed
to know exactly what position each field starts and stops in each row. In all cases, file descriptions
are absolutely necessary for any type of conversion.
Media Type
Also outlined in the contract is the media type that the information can be transmitted to The Tyler
Technology system. Unless the Client's existing system has a unix operating system, the most
desirable media to transmit the data would be a cd. In situations where a writable cd is not
available the Client can submit the information on a zip disk or 4mm tape. If a 4mm tape is used
then the Client should transfer the information to the tape using the standard Windows backup
software. The Client may also submit the data via email when the Client has a compression utility
such as winzip and a fast and reliable internet connection. When the Client's existing system has a
unix operating system, the Client may use any of the methods mentioned above with the additional
transmittal method of a 4mm tape with the maximum capacity of 4gb or a 1/4 inch tape with the
maximum capacity of Igb. The Client should include the Data Transmission Form with the media.
If the Client is using email to transmit the data please include the information from the Data
Transmittal Form in the email as text or an attachment. In situation where none of the above
options are available to the Client, arrangements should be made with Tyler Technologies as to
viable alternatives. These alternatives may involve additional fees.
There are certain vendors that Tyler Technologies has had considerable conversion experience and
has developed processes to extract the information from their proprietary data files. Other
vendors store their data in Microsoft Access or Microsoft SQL Server database. It is possible in
these situations that the Client can provide their existing data files in their current state without
data extraction. In this scenario the Client would only be responsible for providing a backup of their
current data.
The first data extraction is for the sole purpose of developing the conversion software. This
extraction should contain all the tables or files that are to be converted along with the appropriate
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record layouts. An incomplete extraction can produce time delays and undesirable results during
the actual conversion.
Final Data Extraction
The final data extraction will be performed on the day of or a day very close to the final
conversion. This extraction will be coordinated with Tyler Technology's conversion personnel and
implementation coordinator.
Data Extraction Assistance
In almost all instances the Client owns its data, but the current software provider's file descriptions
will be considered proprietary information. There will be scenarios where the software provider will
not provide file descriptions or will provide the descriptions for a fee. Any fees required by the
vendor are the responsibility of the Client and are not included in the contract. In many situations
the data will have proprietary fields with no easy solution for extraction. Tyler Technology's years
of experience with data conversions has lead to many innovative techniques for data extraction.
When the Client has exhausted their available options, Tyler Technologies can assist with the data
extraction for additional fees. The Client will have the responsibility of contacting their sales
representative for a quote for additional services. Upon receipt of a purchase order from the Client,
Tyler Technologies will proceed with this assistance.
Conversion Scheduling
Once Tyler Technologies has received the data from the Client a three stage evaluation process will
be implemented. Media will be evaluated as to its readability. Each data file transmitted will be
reviewed as to its format, file description, and estimated complexity. When these two stages have
been successfully completed, Tyler Technology's implementation coordinator will schedule with the
Client a time for the data conversion, conversion assistance, and training. The third stage of the
evaluation is more detailed and will follow in approximately 3 weeks. During this stage the data
will be evaluated for its completeness, validity, and mandatory fields needed in the conversion. If
problems arise during this process, Tyler Technologies will communicate to the Client the
problems. The Client will be responsible for resolving the problems in a timely a manner as
possible so that the schedule is not affected. If no problems arise then the Client can assume that
Tyler Technologies is on schedule.
Timing is an important element during a data conversion. Scheduling of the conversion will revolve
around the most advantageous cutoff dates. For example, if a Client bills their utility customers at
the end of each month, the best time to do the conversion would be during the last two weeks of
the month. Financial conversions will be easier to validate if performed after a period has been
closed. All of these elements will be discussed by the implementation coordinator with the Client
during scheduling.
Conversion Program Development
After Tyler Technologies receives and validates the Client's data, the development of the
conversion program will begin. During the development process, questions about the Client's
current data or application may be raised. The Client is responsible for providing contact
information for staff member(s) that are capable of responding to questions for each module being
converted.
It is important for the Client to understand that Tyler Technologies has a minimal amount of
experience with the Client's current application. Questions raised by Tyler Technologies will be the
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result of analyzing data. There are a significant number of times when the data being analyzed
does not correspond with the information that the Client views on the screen in their current
application. Providing staff members that have an in depth knowledge of the Client's current
application is a key element of a successful conversion.
Part of the development process will be testing the program with the data provided in the first
extraction. This testing will take place at Tyler Technology's facilities. Any potential problem areas
will be communicated to the Client.
Conversion Assistance
As part of the contract, a Tyler Technology's trainer will be at the Client location during the actual
conversion. The trainer will provide conversion assistance in the areas of preliminary setup,
conversion program execution and data validation. Even though the primary focus of the trainer
is a successful completion of the conversion process, the trainer will be providing a limited amount
of training in certain areas. In a majority of cases, the trainer responsible for the conversion
assistance will also be responsible for the training that will occur either before or after the
conversion.
It is important to note that the trainer will not be the programmer responsible for the creating or
modifying conversion program. The trainer will be responsible for conveying to the programmer
discovery of Client specific information before the final conversion and any mistakes found after the
conversion. The Client will need to facilitate the trainer by providing a comfortable place to work,
access to facilities before and after normal work hours and telephone communications.
Data Validation
The final step in the conversion process is the data validation. Much attention will be given to data
integrity during the testing phase by the program developers. The conversion assistant will also
spend time testing the integrity of the information. Balances and the output of processes will be
tested after the conversion. A visual inspection of different modules will be performed by choosing
different records on a random base. But Data validation is ultimately the responsibility of the
Client.
Conclusion
After over 20 years and several hundred conversion experiences, Tyler Technologies has
determined that there are several key factors in a successful conversion. The Client needs to have
a realistic expectation of what is going to happen. The Client must understand that there are no
pleasant conversions; therefore a successful conversion is one that provides the least amount of
displacement and discomfort. More than likely, the Client will have to change their schedules and
prepare for a heavier work load during the conversion. The Client has to realize that the data on
the system being converted is exactly how the data will be on the new system. The conversion
process does not clean up or correct any information during the conversion process. The old adage
"garbage in, garbage out" is very relevant during the conversion process. One example would be a
general ledger conversion where the current system's ledger is out of balance. After the
conversion, the INCODE general ledger will be out of balance. Conversions maybe somewhat
mystical but the process is not magical. And finally, to have a successful conversion, there must be
a team approach by all those involved.
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