ORDER NO. 29403
PURCHASE OF ODYSSEY SOFTWARE PACKAGE
Came to be heard this the 26th day of September, 2005, with a motion made
by Commissioner Williams, seconded by Commissioner Nicholson. The
Court approved by vote of 3-0-0 to:
Approve the purchase of the Odyssey Software Package from The Software
Group and authorize County Judge to sign contracts for purchase of same.
1~-~
COMMISSIONERS' COURT AGENDA REOUEST

PLEASE FURNISH ONE ORIGINAL AND TEN COPIES OF THTS
REOUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT
MADE BY: John D. Trolinger
MEETING DATE: September 26, 2005
OFFICE: Information Technology
TIME PREFERRED: End
SUBJECT: Consider discuss and take appropriate action on purchase of new Odyssey
software package from The Software Group and authorize the County Judge to sign
contracts for purchase of same.
EXF,CUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT: John D. 'I'rolinger
ESTIMATED LENGTH OF PRESENTATION: 1 minutes
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
THIS REQUEST RECEIVED BY:
THIS REQUEST RECEIVED ON:
!a~
All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards you request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
5:00 P.M. previous Tuesday.
,_
Kerr County
Summary
Rack
Agreement 2
Agreement 3
License Agreement 1
License Agreement 2
$115,500.00 Services Odyssey
$62,729.00 Services Invision
$570,500.00 Courts application
$51,534.00 Invision Applications
Purchase Agreement
This agreement is made and entered into this I~ }~ day of 20~ by and between ~"Client") and Tyler
Technologies, Inc. ~ The Software Group Division ~"Tyler"l, a Texas orporation with its principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Equipment/Item Description	Qty	Unit	Extended Amount
		Price	
System Rack of Servers & System Software	1	$73,00	$73,007.00
See Addendum A			
See addendum B for billing details			
			
	Subtotal	$ 73,007.00
	Charge	
	This agreement shall become a binding contract between the parties when		
Installation	
$ Included
	accepted by the signature of an officer of Tyler at its home office.			73
007
00
			Purchase Price	,
.
$
	Client is advised to read the Terms and Conditions appearing on the reverse side			
	of this agreement before signing below.		
Deposit ~25%~	18,251.75
$
Client
prize lure
Pat Tinley
Tyler Technologies, Inc. ~ The Software Group Division
Authorized SignaWre
Glenn Smith
Print Name Print Name
Title/Position Tife,~Position
Tyler Technologies, Inc. I The Software Group Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093
Purchase Agreement
This agreement is made and entered into this 1 "L~-~ day of , 200, by and between ~"Client"~ and Tyler
Technologies, Inc. ~ The Software Group Division I"Tyler"~, a Texas Corporation with its principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Equipment/Item Description	Qiy	Unit	Extended Amount
		Price	
InVision Financial Products Setup and Training and related travel	1	$36,64	$36,647.00
Legacy to Invision Conversion Services	1	$26,08	$26,082.00
See addendum B t'or billing details			
	Subtotal	$
	Charge	62,729.00
	This agreement shall become a binding contract between the parties when		Installation	$ Included
	accepted by the signature of an officer of Tyler at its home office.			
			Purchase Price	$ 62,729.00
	Client is advised to read the Terms and Conditions appearing on the reverse side			
	of this agreement before signing below		
Deposit X25%)	15,682.25
$
Client
A orizeSLSiQ~t
Pat Tinley
Tyler Technologies, Inc. ~ The Software Group Division
Authorized SlgnaNre
Prinf Name
County Judge
Prinf Name
Glenn Smith
President
Title/Position Tlde; Position
Tyler Technologies, Inc. The Software Gioup Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093
Purchase Agreement
This agreement is made and entered into this~~ day of ~~crn 10c r , 20~ by and between I"Client") and Tyler
Technologies, Inc. ~ The Software Group Division I"Tyler"), a Texas Corporation with its principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Equipment/Item Description	Qty	Unit	Extended Amount
		Price	
Professional Services			
Project Management	25	$1,00	$25,000.00
Professional Service			
On-site /Off-site /Setup and Configuration	1	$4,50	$4,500 00
On Site Instruction	86	$1,00	$86,000.00
Data Conversion of exixting TSG applications to Odyssey
~.	i	cuded	
All work will be completed according to the Statement			
Of Work attached			
See Addendum B for billing details.			
	Subtotal	$
	Charge	[[5,500.00
	This agreement shall become a binding contract between the parties when		Installation	$
	accepted by the signature of an officer of Tyler at its home office.			
			Purchase Price	$
	Client is advised to read the Terms and Conditions appearing on the reverse side			
	of this agreement before signing below.		
Deposit )25%)	
$
Client
Auf na re \\
Pat Tinley
Print Name
County Judge
Tyler Technologies, Inc. ~ The Software Group Division
Authorized Signature
Glenn Smith
Print Name
President
Title/Position Title/Position
Tyler Technologies, Inc. The Software Group Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093
Software License Agreement
This agreement is made and entered into this (Z~~ day of ~~, 20 d~ by and between ("Client") and Tyler
Technologies, Inc. ~ The Software Group Division I"Tyler°j, a Texas Corporation with its principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Dell Rack Servers
Equipment Configuration:
Software Product/Item Description License Fee/Amount
Core Financial
(GL, Budget Prep, Check Recon, Journal Entry Repoli, Office Exprt., Account Payable)
GASB MSDE Module with adjusting and reporting
Purchase orders
Fixed Assets
Project Accounting
Payroll/Personell
Printing and Reporting Solutions
Forms Overlay r•
Secure Signatures
Prof Services (Network Support, Project Management, Final Implementation)
System Software (Accucorp Runtime, Acu Server, Accu ODBC)
See addendum B for billing details
51,534
Subtotal Charge $ 51,534
This agreement shall become a binding contract between the parties when
accepted by the signature of an officer of Tyler at its home office.
Client is advised to read the Terms and Conditions appearing on the reverse
side of this agreement before signing below.
Client
n Pure
Pat Tinley
Print Name
County judge
Installation $
Purchase Price $ 51,534
Deposit ~25q~ $ 12,884
Tyler Technologies, Inc. ~ The Software Group Division
Authorized Signature
Glenn Smith
Print Name
President
Tide/Position Title/Position
Tyler Technologies, Inc. The SoNware Group Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093
Terms and Conditions
1. Software Product License.
(a) Upon Client's acceptance of each Software ProduG described on the face of this
aggreement, for the License Fee set forth on the face opposite said description, Tyler
sFiall grant to Client and Client shall accept from Tyler afully-paid, royalNhee non-
exGusive, non-transferable license to use and practice (but not permit oBB~iers {o use and
prectlce) the Software Product, subject to the following conditions and limitations:
(1) The Software Product may onN be used and practiced in operation wish the
EEquipment identified on the face o this Agreement or such other Equipment as shall be
approved m writing by Tyler; and
(2) The Software Product may only be used and practiced with Ne equipment,
wnfiguration described on the face of this Agreement or such other configuretion as
shall be approved in writing by Tylec Furthermore, Client acknowledUes that a change of
such configuration may increase Tyler'S costs of pperformance, and, therefore, Tyler's
approval be conditioned upon payment of an additional License Fee; and
(3)The Software Product shall only be used and practiced for its intended ppurpose
sNCdy within the tenitorial boundaries of the county or counties in which Cfen performs
ILS SeNICOS.
(b) In the event Client enters into a sepaate agreement with Tyler for the purchase of
post-acceptance Software SupPOrt Services, any Software Product changes,
improvements or enhancements delivered there under shall be subject to the same
license as set forty in Paragraph 1 and subject to He same restricfions thereon.
2. Responsibilities of Tyler.
For the license Fee set forth in He face hereof, Tyler shall perform the following in
addition to any responsibilities set forth on the face hereof:
(a) Install Tyyler proprietary Software Product on Client's equipment which Software
PProduct willbe Insubstantial wmpliance with its specifcations set {orth in Exhibit A
attached hereto and made a part hereof by reference.
(b) After the aforementioned installation lest Ne Software Product in accordance with
TTylers standard acceptance test procedure, and cause the Software Product to be
accepted by Client.
(c) After Client's acceptance of the Software Product, correct any functions of the
9Software Product which failed said standard acceptance test procedure but which did not
prevent acceptance of the Software Product.
(d) For a period of sixty (60) days after client's acceptance of the Software ProduG,
coned any other defects in said Software Product.
(e) After acceptance of the Software Product, Tyler will deliver to Client, aback-up copy
of the Software Product on the standard off-line data storage media use by Tyler.
3. Responsibilities of Client.
In addition to the other responsibilities set forth herein, Client will perform the following:
(a) Designate an employee of Client as its System Administrator.
(b) Provide all haining of its personnel, except and to the extent this agreement
specifically requires Tyler to provide training.
(cl ColleG, prepare and enter all data necessary for operation of the Software Product
into the equipment loaded with the Sofhvare Product.
(d) Retain separate copies of records of all data entered into the computer Equipment.
(e) Provide the computer systems into which the Software Product will be loaded.
(f) Install any Software Product changges or updates into the Software ProduG, which are
supplied by Tyler in accordance withThis agreement.
(g) Client agrees to allow remote access by Tyler for puposes of software support
including VPN access.
4. License Fee.
Client agrees to pa to Tyler, and Tier agrees to accept from Client, as payment in full
for the Ilcense granted herein and all other responsibilities to Tyler selfonh in Paragraph
2 hereof, the total sum of money set forty for each Software Product listed on the face
hereof, payable in Ne following manner:
(a) Twenty-fve percent,(25°!) of the Total Agreement Amount set fodh on the hereof
upon execution of the License Agreement by both parties; and
(b) Fifty percent (50%) of the License Fee upon installation of the Software Product on
Client's Equipment; and
(c The remaining balance of the license Fee, ffteen days (15) after Client's acceptance
of the Software Product.
The total Agreement Amount does not include any tax or other governmental impositions
including without limitation, sale and use tax. All such cost, if any, shall be invoiced
separately to client, and Gient shall pay the same.
5. Acceptance of fhe Software Product.
(a) Within thirty (30) days after a Software Product has been installed on Client's
equipment, Tyler will test the Software Product in accordance with TYle~'s standard
acceptance test procedure, by demonstrating to Client thereby that the Software Product
performs all of its functions identifed in Exhibit A, which demonstration shall constitute
Client's acceptance of the Software Product. Upon acrepp~ance, Client shall pay the
remaining balance of the License Fee for the accepted Soilware ProduG.
(b) Notwithstanding anything to the contrary herein,Client's use of the Software
PProduct for its intendeeddpurpose shall constitute Client's acceptance of the Software
ProduG, without exception and ~Or all purposes.
(c) Acceptance of the Software ProduG by Client shalt be foal and conclusive except
fOr latent defects, fraud, such gross mistakes as amount io fraud and the opemfion of
any provision of this agreement which specifically survives acceptance. In the event
Bald acceptance becomes other Nan final, or becomes inconclusive, pursuant to this
Subparagraph, Clleni's sole right and remedy against Tyler therefore shall be to
require Tyler to correct the cause Hereof.
6. Schedule for Acceptance.
Tyler will install He Software ProduG and cause the same to be accepted within sixty
(60) days after Client makes available to Tyler the equipment into which the Software
Product is to be loaded. Tyler shall exeroise reasonable effort to cause the Software
Product to be accepted according to the schedule set forth in this Paragraph, but 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 negligence of Tyler.
7. Standard Format.
Any form or format on which data is to be reproduced or displayed, shall be the
standard form utilized by Tyler for such purpose and Client will riot have He right
(except under the Paragraph hereof entitled Post Acceptance Software Support
Service) to change or modify such forms or Formats.
6. Post-Acceptance Software Support Services.
To the extent that Tyler offers post-acceptance Software SuppoR Services to all its
clients, Tyler will offer to sell and suppply such services to Client. Following are the
post-acceptance Software Support Servces presently offered to Tylers clients:
(a) Conversion and clean-up of a client's existing data;
(b) Training;
(c) Software update and enhancements; and
(d) Technical Support.
9. Limitation on Liability.
(al THE RIGHTS AND REMEDIES OF ANY CLIENT SET FORTH HEREIN ARE
CLUSIVE AND IN LIEU OF ANY AND ALL OTHER RIGHTS, REMEDIES OR
WARRANTIES AVAILABLE AT LAW INCLUDING IMPLIED WARRANTIES OF
MERCHANTABLILTY AND FITNESS FOR PARTICULAR OR INTENDED PURPOSE.
(b Tylers liability for damages arising out of or in connection with this Agreement
ether based on a Heory of contract or fort, including negligence or stnG liability,
shall be limited to the license fee set forty herein or the total amount paid by Client
hereunder, whichever is less. Notwithstanding anything to the conlrery, m no event
shall Tyler be liable to Client for (i) indirect, remote, incidental, special, exemplary,
punitive, or consequential damages, or (ii) for any damages whatsoever due to causes
beyond the reasonable conbol of Tyler, or (iii) damages resulting from He loss of use,
loss or damage to Client source data, loss of revenues, or from loss or destruction of
materials provided to Tyler by Client.
10. Client Information.
All data provided to Tyler by Client relating to Software Product shall be considered
Proprietary Information of Client even though not stamped with a Proprietary
Information stamp or similar legend or markingg. Tyler agrees to use reasonable care N
safe uard said Proprietary Information against disGOSUre to unauthorized employees
of Ty~er and all persons not employed by Tyler.
11. Data Security: Indemnification.
(a) The parties recognize, Hat the purpose of a computer system consisting of
equipment and software Is He processing of data, as each Client deems necessary for
its operations. The term "processing" for the purpose of this Paragraph shall mean the
ggathering ofsuch data for input into the system Ne input of the data into the system,
Ne retrieval of the data in the system, and He dissemination of such data, regaNless
of the media upon which the data is contained, whether it be on paper, disk, tapes, or
other media.
(b) The pparties funher recognize Hat,(i) the data so processed may contain sensitive
or confdential material, He unauthorized disclosure of which might cause damage to
the Client or third parties, (ill the dissemination and disclosure may fake place at any
stage of the processing, and (iii) the control of the processing dissemination, and
disclosure o such data is totally within the control of the client.
(c) It shall be the responsibility of the Client to establish and maintain all necessary
security measures to safeguard and control the disclosure of such data and to prevent
ifs disclosure to unauthorized parties. The Client shall indemnify and hold harmless
Tyler, its officers, agents and employees, from and agqainst any and all Gaims,
demands, damages, and causes of action arising oufof, resulting from or in any way~~t~ ~
related to the disclosure of data, whether authored or uf~aUthonzgd. TV ~.f ynwrzaHfr-
12.GoverningLaw. dl~~il.'IrrM~t~ ~~ [GI AJ.
This Agreement shall be interpreted in accordance with Ne laws of the State of Texas.
In the event any of this Agreement is invalidated by a court or legislative action, the
remainder thereof shall remain in full force and effect.
13. Entirety of Agreement and Amendments.
(a) This License Agreement contains all of the representations, warranties, and
promises of Ne ponies relating to the subjeG matter hereof, whether oral or written,
and supersedes all representations, waranties, and promises of the pparties relating to
He subl'ect matter hereof, whether oral or written, and supersedes allrepresentations,
wananties and promises of the uantes relating to the subject matter hereof which
predate this License ggreement.
(b) This License Agreement may only be amended, modifed, or changed by written
instrument signed by both parties hereto.
14. Approval of Governing Body.
Client represents and wanants to Tyyler that this Agreement has been approved by its
governing body and is a binding obllgalion upon Client.
Tyler Tochnoloyies, Inc_ ~ The Software group Division • 6500 International Parkway, Suhe 2000 • Plauo, Texas ?509>
Software License Agreement
This agreement is made and entered into this ~~ day of ~20~ by and between ("Client") and Tyler
Technologies, Inc. ~ The Software Group Division ("Tyler"l, a Texas orporation with its principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Dell Rack Servers
Equipment Configuration:
Software Product/Item Description
Odyssey Law Enforcement -Jail Management (includes Jail Mngmt software for Juven0e detention
Odyssey Law Enforcement -Records Management
Includes Calls for Service replacement (CAD)
Odyssey Unified Case Management System for Justice of the Peace Courts
Includes Criminal and Civil Cases
-Fully Integrated Document Lnaging
Odyssey Unified Case Management System for County and District Courts
Includes Criminal, Civil and Probate Cases
-Fully Integratfd Document Imaging
-Prosecutor/Hot Checks
Odyssey Court Calendering System
Includes Calendering for all cases in County, District and JP Courts
Odyssey Web Interface for Public Users
Includes Public Acess [o data from County, District and JP Courts:
-Civil, Criminal and Probate Cases
-fail and Bond Records
Kerr County Discount
This agreement shall become a binding contract between the parties when
accepted by the signature of an officer of Tyler at its home office.
Client is advised to read the Terms and Conditions appearing on the reverse
side of this agreement before signing below.
Client
Author
Print Nome
CnnrN~ Lr e
Tide/Position
License Fee/Amount
$70,000
$100,000
$90,500
$265,000
$97,500
$72,500
(125,000)
Subtotal Charge $ 570,500
Installation $ _ 1
Purchase Price $ 570,500
Deposit 125%) $ 1a2,625
Tyler Technologies, Inc. ~ The Software Group Division
Authorized Signature
Print Name
Title/Position
Tyler Technologies, Inc. (The SoNware Group Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093
Terms and Conditions
1. Software Product License.
(a) Upon Client's acceptance of each Software Product described on the face of this
agCreement, for the License Fee set forth on the face opposite said description, Tyler
stroll grant to Client and Client shall accept Nom Tyler afully-paid, royalty free non-
exclusive non-trensfereble license to use and pracbce (but not permit q ers fo use and
practice) (he Software Product, subject to the following conditions and hmitalions:
(i) The Software Product may only be used and pmdiced in operation with the
EEquipment identified on the face of this Agreement or such other Equipment as shall be
approved in writing by Tyler; and
(2) The Software Product may only be used and practiced with the equipment,
wnfiguration descdbed on the face of this Agreement or such other co~tpurahon as
shall be approved in writing by Tylec Furthermore, Client acknowledges that a change of
such configuration may increase Tyler's costs of pDerformance, and, therefore, Tyler's
approval be conditioned upon payment of an addtionai License Fee; and
(3), The Software Product shall only be used and practiced for its intended purpose
slnctly within the terdtoriai boundaries of the county or counties in which Client performs
its servces.
(b) In the event Client enters into a separate agreement with Tyler for the purchase of
post-acceptance Software Support Services, any Software Product changes,
improvements or enhancements delivered there under shalt be subject to the same
license as set fodh in Paragraph 1 and subject to the same restrictions thereon.
(d) The term of the license granted by this paragraph shall be perpetual, but the term of
any post-acceptance Software Support Service Agreement shall be as set forth therein.
2. Responsibilities of Tyler.
For the license Fee set forth in the face hereof, Tyler shall perform the following in
addition to any responsibilities set forth on the face hereof:
(a) Install Tylerproprietary Software Product on Client's equipment which Software
PProduct will be m substanttial compliance with its specificaLOns set forth in Exhibit A
attached hereto and made a part hereof by reference.
(b) After the aforementioned installaton lest the Software Product in accordance with
Tylers standard acceptance test procedure, and cause the Software Product to he
accepted by Client.
(c) After Client's acceptance of the Softwate Product, wrrect any functions of the
5ofhvare Product which failed said standard acceptance test procedure but which did not
prevent acceptance of the Software Product.
(d) For a period of sixty (60) days octet client's acceptance of the Software Product,
coned any other defects in said Software Product.
(e) After acceptance of the Software Product, Tyler will deliver to Client, aback-up copy
of the Software Product on the standard off-line data storage media use by Tyler.
3. Responsibilities otClient.
In addition to the other responsibilities set forth herein, Client will perform the following:
(a) Designate an employee of Client as its System Administrator.
(b) Provide all training of its personnel, except and to the extent this agreement
specifcalty requires Tyler to provide training.
(c) Collect, prepam. and enter all data necessary far opemtion of the Software Product
into the equipment loaded with the Software Product.
(d) Retain separate copies of records of all data entered into the computer Equipment.
(e) Provide the computer systems into which the Software Product will be loaded.
(f) Install any Software Product changges or updates into the Software Product, which are
supplied by Tyler in accordance withlhis agreement.
(g) Client agrees to allow remote access by Tyler for purposes of software support
including VPN access.
4. License Fee.
Client agrees to pa to Tyler, and Tyler agrees to accept from Client, as payment in full
for the license granted herein and all other responsibilities to Tyler set fodh in Paragraph
2 hereof, the total sum of money set forth for each Software Product listed on the face
hereof, payable in the following manner:
(a) Twenty-fve percent (25°k) of the Total Agreement Amount set forth on the hereof
upon execution of the License Agreement by both parties; and
(bl Fitly percent (50%) of the License Fee upon installation of the Software Product on
tent's Equipment; and
(c The ramaininq balance of the License Fee, ffteen days (15) after Client's acceptance
o the Software Product.
The tgtal Agreement Amount does not include any tax or other governmental impositions
including without limitation, sale and use tax. All such cost, if any, shall be invoiced
separately to client, and client shall pay the same.
5. Acceptance of the Software Product.
(a) Within thirty (30) days after a Software Product has been installed on Client's
equipment, Tyler wdl test the Software Product in accordance with Tyle~s standard
acceptance test procedure, by demonstrating to Client thereby that the Software Product
performs all of ds functions identifed in Exhibit A, which demonsUahon shall constitute
Client's acceptance of the Software Product. Upon acre lance, Client shall pay the
remaining balance of the License Fee for the accepted SPoftware Product.
(b) Notwithstanding anything to the contrary herein. Client's use of the Software
PProduct for its intended purpose shall constitute Client's acceptance of the Software
Product, without excepfion and {or ail puposes.
(c) Acceptance of the Software Product by Client shall be final and conclusive except
for latent defects, fraud, such gross, mistakes as amount to fraud and the operation of
any provision of this agreement which spedfically survives acceptance. In the event
said acceptance becomes other than final, or becomes inconclusive, pursuant fo this
Subparagraph, Client's sole right and remedy against Tyler therefore shall be to
require Tyler fo cerrecl the cause thereof.
6. Schedule for Acceptance.
Tyler will install the Software Product and cause the same to be accepted within sixty
160) days after Client makes available to Tyler the equipment into which the Software
Product is to be loaded. Tyler shall exercise reasonable effod to cause the Software
Product b be accepted according to the schedule set forth in this Paragraph, but shall
not be liable for failure to meet said schedule, it and le the extent said failure is due to
causes beyond the control and without the fault of negligence of Tyler.
7. Standard Format.
Any form or format on which data is to be reproduced or displayed, shall be the
standard form utilized by Tyler for such purpose and Client will not have the right
(except under the Paragraph hereof entdled Posl Acceptance Software Support
Service) to change or modify such forms or formals.
8. PosbAcceptance Software Support Services.
To the extent that Tyler offers post-acceptance Software Support Services to all its
clients, Tyler will offer to sell and supply such services to Client. Following are the
post-acceptance Software Support Services presently offered to Tyler's clients:
(a) Conversion and clean-up of a client's existing data:
(b) Training;
(c) Software update and enhancements; and
(d) Technical Suppod.
9. Limitation on Liability.
lal THE RIGHTS AND REMEDIES OF ANY CLIENT SET FORTH HEREIN ARE
CLUSIVE AND IN LIEU OF ANY AND ALL OTHER RIGHTS, REMEDIES OR
WARRANTIES AVAILABLE AT LAW INCLUDING IMPLIED WARRANTIES OF
MERCHANTABLILTYANp FITNESS FOR PARTICULAR OR INTENDED PURPOSE.
(b T lets liability for damages adsin9 out of or in connection with this Agreement
w~et~ier based on a theory of contract or tort, including negligence or stool liability,
shall be limited to the license fee set forth herein or the total amount paid by Client
hereunder, whichever is less. Notwithstanding anything to the conVary in no event
shall Tyler be liable to Client for (i) indirect, remote, incidental, special, ~ezemplary,
punitive, or consequential damages, or (ii) for any damages whatsoever due to causes
beyond the reasonable control of Tyler, or (iii) damages resulting from the loss of use,
loss or damage to Client source data, Ions of revenues, or from loss or destruction of
materials provided to Tyler by Client.
10. Client Information.
All data provided to Tyler by Client relating to Software Product shall be considered
Proprietary Information of Client even though not stamped with a Proprietary
Information stamp or similar legend or marking. Tyler agroes to use reasonable care to
safeguard said Proprietary Information against disclosure to unauthorized employees
of Tyler and aII persons not employed by Tyler.
11. Data Security: Indemnification.
(a) The paNes recognize that the purpose of a computer system consisting pf
equipment and sofhvare is the processing of data, as each Client deems necessary for
its operallons. The term "processing" for the purpose of this Paragraph shall mean the
gathering of such data for input into the system the input pf the data into the system,
the retrieval of the data in the system, and the disseminabon of such data, regardless
of the media upon which the data is contained, whether it be on paper, disk, tapes, or
other media.
(b) The pparties further recognize ihat,(i) the data so processed may contain sensitive
or conftlentiai material, the unaulhonzed disclosure of which might cause damagge to
the Client or third parties, (ii the dissemination and disclosure may take place afany
stage of the vrocessing, an~ (iii) the control of the processing, dissemination, and
disclosure of such data Is totally within the centrol of the client.
(c) It shall be the responsibility of the Client to establish and maintain alt necessary
security measures to safeguard and control the disclosure of such data and io graven
its disclosure to unauthorized parties. The Client shall inAP,blpity and hold harmless
Tyler, its o(fcers, agents and employees, from and agqainst any and all claims,
demands, damages, and causes of action arising oufof, resulting from or in any way
related to the disclosure of data, whether authorized or ur(authorrzed. Tp ~M,u ~
12. Governing Law. d4lRrvM~ ~`~ `a,cal.
This Agreement shall be interyretetl in accordance with the laws of the State of Texas
In the event any of this Agreement is invalidated by a court or legislative action, the
remainder thereof shall remain in full force and effect.
13. Entirety of Agreement and Amendments.
(a) This License Agreement contains all of the representations, wamanfes, and
promises of the parties relating to the subject mailer hereof, whether oral or written,
and supersedes all representations, warranties, and promises of the arties relating to
the subject matter hereof, whether oral or written, and supersedes elf representations
warran!es and promises of the parties relating to the subject master hereof which
predate this License Agreement.
(b) This License Agreement may only be amended, modifed, or changed by written
instrument signed by both parties hereto.
14. Approval of Governing Body.
Client represents and warrants to Tyyler that this Agreement has been approved by its
governing body and is a binding obfgation upon Client.
t
Tyler Technologies, Inc. The Software Gruup Division • 6500 Intemahonul Parkway, Sulto 2000 • Plom::, Texas ?5093
Kert County Purchase Agreement
Addendum A
Description Qty Unit Price Extended Amount
Database Server with SDLT Tape Drive 1 $14,925
DELL PowerEdge 4600 wNh Dual Xeon 3.OGHz 512K cache processors,
2GB RAM, 2 x 36GB tOK O/S disks (RAtD 1), 4 x 73G8 10K Database
disks (RAID 5), 2 x 73G8 10K T/L disks (RAID 1), PERC3/Di RAID
controller, Windows 2003 Server Std, redundant power supply, dual
10/100/1000 NIC's (2), Rapid Rails, Syr NBDOS service contract, rack
installation -AND PowerVautt 110T SDLT 160/320G6 internal tape drive,
5pk SDLT media
Web/Application Servers 4 $4,786
DELL PowerEdge 1750 wiN Dual Xeon 3.O6GHz 512K cache processors,
1G8 RAM, 2 x 36GB 10K OIS disks (software mirror), Windows 2003
WEB Edition, dual Gigabit NIC's, active bezel, Rapid Rails, rack instaAaton,
Syr NBDOS service
Public W eb Server 1 $4,163
DELL PowerEdge 1750 wNh Dua12.4GHz Xeon 512K cache processors,
iG6 RAM, 2 x 36GB 10K O/S disks (software mircor), Windows 2003
STANDARD Edition, dual Gigabtt NIC's, active bezel, Rapid Rails, rack
inslaNalion, Syear NBDOS service contrail
Odyssey Contro{ler 1 $4,551
DELL PowerEdge 1750 with Single Xeon 2.4GHz 512K cache processor,
tG6 RAM, 2 x 36GB 1 OK OIS disks (RAID 1), PERC4IDi RAID controller,
Windows 2003 Std Edition, active bezel, Rapid Rails, rack installation, Syr
NBDOS service contract, redundant power soppy
Network Attached Storage (NAS) for Images 1 $6,051
DELL PowerVauk 725N with Single P4 2.4GHz processor hardware RAID
with operating system, 512MB RAM, 4 x 250GB IDE 7200rpm harddrives
(RAID 5), Rapid Rails for DELL rack, Syrs NBDOS service, rack installation
42U Rack for Odyssey Servers
DELL PowerEdge 4210, 8-port KVM switch with cables, Syr NBDOS,
inside delivery and installation, PDU's (2), 1 U flat-panel monttor wl rapid
rails, equipment shelf, 3000VA UPS (2), 101100 SNMP card (2)
Odyssey Backbone Switch, Gigabit 12-Port
PowerConnect 5212, l2 Port Gigabit Ethernet Managed Swach, 4 Buitt-in
SFP GBIC Slots, Syear NBDOS service contract
I $7,879
1 $1,341
$14,925
$19,144
$4,163
$4,551
$6,051
$7,879
$1,341
LAN-side Switch, Gigabit 24-Port 1 $2,046 $2,046
DELL PowerCOnnect 5224, 24 Port GigabN Ethernet Managed Switch, 4
BuiN-in SFP GBIC Slots, Syear NBDOS service contract
Kerr County Purchase Agreement
Addendum A
Description Qty Unit Price Extended Amount
Odyssey System Hardware and Software Qaanti Unit Price Unit Tata(
3rd Party Software Licensing
SQL Server 2000 per processor license
Media for SQL Server 2000
Veritas BackupF~cec v9.t for WinServer w/ media
Veritas BackupF~cec v9.t Remote Agent CAL Option
Data Dynamics Active Reports
2	$5,425	$1QS56
1	$27	$27
1	$569	$569
1	$156	$156
1	$1,299	$1,299
		$0
Odyssey Total $73,007
Addendum B: Billing and Maintenance agreements
TSG in conjunction with Ken county agrees to begin billing for Odyssey and Orion projects no earlier than
January 31~` 2006. TSG agrees to lock in Kerc County's maintenance rates for five yeazs.
For: For:
The Software Group, Inc. Kerr Coun
~- Z 6 -o,~
TSG Date ounty Judge Date
Purchase Agreement 1 $66,310.00 All Hardware 38K IBM
Software License Agreement 1 $25,OOD.00 A11 TSG Software
Totals $91,310.00
Purchase Agreement 1 $66,310.00 All Hardware 38K IBM
Software License Agreement 1 $25,000.00 All TSG Software
Totals $91,310.00
Purchase Agreement
This agreement is made and entered into this 1~ ~~ day of ~~C)~2.-'K~ef , 20~, by and between I"Client"I and Tyler
Technologies, Inc. ~ The Software Group Division ("Tyler"~, a Texas Corporation with ifs principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Equipment/Item Description	Qty	Unit	Extended Amount
		Price	
Dell Rack System of Servers	1	44,310	44,310.00
See Attached Addendum A for Details of Rack Server			
Database Conversion	1	5,000	5,000.00
Training Days	8	1,000	8,000.00
Project Management	1	5,000	5,000.00
Hardware, System Software, Application, Software ConfigurationQnstallation	1	4,000	4,000.00
See addendum B for billing details			
	Subtotal	$ 66,310.00
	Charge	
	This agreement shall become a binding contract between the parties when		
Installation	
$ Included
	accepted by the signature of an officer of Tyler at its home office.		
Purchase Price	66,310.00
$
	Client is advised to read the Terms and Condiflons appearing on the reverse side			
	of this agreement before signing below		Deposit 125%	$ 16,577.50
Client
ize Signatu e
Tyler Technologies, Inc. ~ The Software Group Division
Authorized Slgnotwe
Print Name
Glenn Smith
Print Name
President
Title/Position Tltle/Position
Tyler Technologies, Inc. The Software Group Division • 65001nternational Parkway, Suite 2000 • Plano, Texas 75093
Software License Agreement
This agreement is made and entered into this ~~day of 205, by and between ("Client"~ and Tyler
Technologies, Inc. ~ The Software Group Division ("Tyler"l, a Texas orporation with its principal place of business at 6500
International Parkway, Suite 2000, Plano, Texas.
Dell Rack Servers
Equipment Configuration:
Software Product/Item Description I license Fee/Amount
SG Orion Co1leMions N-Tier Web based Collections System
Inclutles: Tax Payment Processing (Full, Partlal, Spli[, Quarterly, Installment, Tax Certificates, Forms Merge, Events,
Fee Payment Processing, Till /Deposit & Disbursement Repobng, Export to Financials (Quickbooks format),
Ownership Information, Property Information, Assessment Information, Quick Post, Mortgage Company Processing,
Tax Statements, Delinquent Tax Statements, Deliquent Export, Image Capture and Image Viewing.
Orion Collections Interface for Public WEB Users
Requires WEB Server, System Software and Firewall protection.
See addendum B for billing details
TSG Client County Discount
This agreement shall become a binding contract between the parties when
accepted by the signature of an officer of Tyler at its home office.
Client is advised to read the Terms and Conditions appearing on the reverse
side of this agreement before signing below.
40,000
included
(15,000)
Subtotal Charge $ 25,000
Installation $ -
Purchase Price I $ 25,000
Deposit ~25q~ $ 6,250
Client Tyler Technologies, Inc. ~ The Software Group Division
Print Name
ithorized Signature
Glenn Smith
Print Name
President
Title/Position Title/Position
Tyler Technologies, Inc. I The Software Group Division • 65001nternational Parkway, Suite 2000 • Plano, Texas 75093
Terms and Conditions
t. Sollware Product License.
(a) Upon Client's acceptance of each Software Product described on the face of this
agreement, for the License Fee set forth on the face opposite said description, Tyler
shall grant to Client and Client shall accept from Tyler afully-paid, royalty free non-
exclusive non-transferable license to use and practice (but not period o ers {o use and
pmcfice) jhe Software Product, subject to the following conditions and limitations:
(1) The Software Product may only be used and practiced in operation with the
EEquipment identified on the face of this Agreement or such other Equipment as shall be
approved in wriling by Tyler; and
(2) The Software Product may only be used and practiced with the equipment,
wnfigumtion described on the face of this Agreement or such other confipurabon as
shall be a proved in writing by Tyler. Furthermore, Client acknowledges that a change of
such cen~gurahon may increase Tyler's costs of performance, and, therefore, Tyler's
approval be conditioned upon payment of an additional License Fee; and
(3) The Software Product shall only be used and practiced for its intended purpose
stdcdy within the tertitorial boundaries of the county or counties in which Client performs
its services.
(d) The term of the license granted by this paragraph shall be perpetual, but the term of
any post-acceptance Software Supped Service Agreement shall be as set forth therein.
2. Rasponsibilhies of Tyler.
For the license Fee set forth in the face hereof, Tyler shall perform the following in
addition to any responsibilities set forth on the face hereof:
(a) Install Tylerpropdetary Software Product on Client's equipment which Software
PProduct wilrbe in substantial compliance with its specificehons set {ooh in Exhibit A
attached hereto and made a part hereof by reference.
fib) After the aforementioned installation test the Software Product in accordance with
TTyler's standard acceptance test procedure, and cause the Software Product to be
accepted by Client.
Ic) After Client's acceptance of the Soitwary Product, correct any functions of the
SSoftware Product which failed said standard acceptance test procedure but which did not
prevent acceptance of the Software Product.
(d) For a period of sixty (60) days after diem's acceptance of the Software Product,
cored any other detects in said Software Product.
(e) After acceptance of the Software Product, Tyler will deliver to Client, aback-up copy
of the Software Product on the standard off-line data storage media use by Tyler.
3. Responsibilities of Client.
In addition to the other responsibilities set fonh herein, Client will perform the following:
(a) Designate an employee of Client as its System Administrator.
(b) Provide all training of its pemonnel, except and to the extent this agreement
spedficelly requires Tyler to provide training.
(cl Collect, pmpare and enter all data necessary for operation of the Software Product
into the equipment loaded with the Software Product.
(d).Retain separate copies of records of all data entered into the computer Equipment.
(e) Provide the computer systems into which the Software Product will be loaded.
(f) Install anyy Software Product changes or updates into the Software Product, which are
supplied byTyler in accordance with this agreement.
(g) Client agrees to allow remote access by Tyler for purposes of software Suppon
including VPN access.
4. License Fee.
Client agrees to pa to Tyler, and Tyler agrees to acceppt from Client, as payment in full
for the license granted herein and all other responsibilities to Tyler set forth in Paragmph
2 hereof, the total sum of money set fonh for each Software Product listed on the face
hereof, payable in the following manner:
(a) Twenty-five percent,(257) of the Total Agreement Amount set fonh on the hereof
upon execution of the License Agreement by both ponies; and
(b) Fifty percent (50%) of the License Fee upon installation of the Software Product on
C6enl's Equipment and
(c The remaining balance of the License Fee, fifteen days (15) after Client's acceptance
of the Software Product.
The total AgreemeptAmountctoes no( include any tax or other governmental impositions
inducting wdhout limitation, sale and use tax. All such cost, if any, shall be invoiced
separatery to diem and client shall pay the same.
5. Acceptance of the Software Product.
(a) Within thingy (30) days after a Software Product has been installed on Client's
equipment, Tylervnll test the Software Product in accordance with Tyylers standard
acceptance test procedure, by demonshating to Client thereby that the Software Product
performs all of its functions identifed in Exhibit A, which demonstration shall constitute
Client's acceptance of the Software Product Upon acceD~ance, Client shall pay the
remaining balance of the License Fee for the accepted Software Product.
(b) Notwithstanding anything to the contrary herein, Client's use of the Software
PProduct for its intended purpose shall wnstitute Client's acceptance of the Software
Product, without exception and {or all purposes.
c) Acceptance of the Software Product by Client shalfbe final and conclusive except
r latent defects, fraud, such gross, mistakes as amount to fraud and the operation of
any provision of this agreement which specifcelly survives acceptance. In the event
Bald acceptance becomes other than final, or becomes incondusrve, pursuant to this
Subparagraph, Client's sole right and remedy against Tyler therefore shall be to
require Tyler to correct the cause thereof.
6. Schedule for Acceptance.
Ti~er will install the Software Product and cause the same to be accepted within sixty
(60) days after Client makes available to Tyler the equipment into which the Software
PProduct is to be loaded. Tyler shall exerdse reasonable effort to cause the Software
Product to be accepted according to the schedule set forth in this Paraggmph, but shall
riot be liable for failure to meet said schedule, ff and to the extent said failure is due to
causes beyond the control and without the fault of negligence of Tyler.
7. Standard Format.
Any form or format on which data is to be reproduced or displayed, shall be the
standard form utilized. by Tyler for such purpose and Client will riot have the right
(except under the Paragmph hereof entitled Post Acceptance Software Suppon
Service) to change or modify such forms or formats.
8. Post-Acceptance Software Support Services.
To the extent that Tyler offers post-acceptance Software Suppon Services to all its
clients, Tyler will offer to sell and supply such services to Client. Following are the
post-acceptance Software Support Services presently offered to Tyler's clients;
(a) Conversion and clean-up of a client's existing data;
(b) Training;
(c) Software update and enhancements; and
(d) Technical Support.
9. Limitation on Liability.
(a) THE RIGHTS AND REMEDIES OF ANY CLIENT SET FORTH HEREIN ARE
EEXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER RIGHTS, REMEDIES OR
WARRANTIES AVAILABLE AT LAW INCLUDING IMPLIED WARRANTIES OF
MERCHANTABLILTYRND FITNESS FOR PARTICULAR OR INTENDED PURPOSE.
(b Tyler's liability for damages arising out of or in connection with this Agreement
ether based on a theory of contract or tort, including negligence or strict liability
shall be limited to the license fee set forth herein or the total amount paid by Ciien{
hereunder, whichever is less. Notwithstanding anything to the conVary in no event
shall Tyler be liable to Client for (i) indirect, remote, incidental, Spector, exemplary,
punitive, or consequential damages, or (ii) for any damages whatsoever due to causes
beyond the reasonable control of Tyler, or (iii) damages resulting from the loss of use,
loss or damage to Client source data, loss of revenues, or from loss or destruction of
materials provided to Tyler by Client.
10. Client Information.
NI data provided to Tyler by Client relating to Software Product shall be considered
Propdetary Information of Client even though not stamped with a Proprietary
Information stamp or similar legend or marking. Tyler agrees to use reasonable care to
safeguard. said Proprietary Information against disclosure to unauthorized employees
of Tyler and all persons not employed by Tyler.
17. Data Security: Indemnification.
(a) The ponies recognize that the purpose of a computer system consisting of
equipment and software isihe prpcessing of data, as each Client deems necessaryfor
its operations. The term "processing" for the pupose of this Paragraph shall mean the
gathedng of such data for input into the system the input of the data into the system,
tthhe retrieval of the data in the system, and the dissemination of such data, regardless
of the media upon which the data is contained, whether it be on paper, disk, tapes, or
other media.
(b) The ppontes further recegnize that,(i) the data so processed may contain sensifive
or cenfitlential material, the unauthorized disclosure of which might cause dame a to
Ne Client or third parties, (ii the dissemination and disclosure may take place many
staUe of the processing, an~ (iii) the control of the processing, dissemination, and
disclosure of such data is totally within the control of the client.
(c) It shall be the responsibility of the Client to establish and maintain all necessary
security measures to safeguard and control the disclosure of such data and to prevent
its disclosure to unauthorized parties. The Client shall indemnity and hold harmless
Tyler, its of(cers, agents and employees, from and against any and all claims,
demands, damages, and causes of action arising out of, resulting from or in any way
related to the disclosure of data, whether authorized 9Qr upauthonzed.'`n ~~ ~.,~,yn.}
72. Governing Law. fAi kYF'f'lr Ds~ Ic""L-t"
This Agreement shall be interpreted in accordance with the laws of the State of Texas.
In the event any of this Agreement is invalidated by a court or legislative action, the
remainder thereof shall remain in full force and effect.
13. Entirety of Agreement and Amendments.
(a) This License Agreement wntains all of the representations, warranties, and
promises of the parties relatorg to the subject matter hereof, whether oral or written,
and supersedes all representations, warranties, and promises of the pparties relating to
the sub'ect matter hereof, whether oral or written, and supersedes alrrepresentations,
waranties and promises of the pontes relating to the subject matter hereof which
predate this License Agreement.
(h) This License Agreement may only be amended, modified, or changed by written
mshument signed by both parties hereto.
14. Approval of Governing Body.
Client represents and warrants to Tyler that this Agreement has been approved by its
governing body and is a binding obligation upon Client.
Tylei Technologies, Inc_ The Soihvare Group Divislor,- • 6500 Internrrtlonol Porl:wny Sufic ?OOO • Plano, Texas 75093
Kerr County Purchase Agreement
Addendum A
Description Qty Unit Price Extended Amount
	HARDWf1RE & SYSTEMSOFTWARE	
	Primary Database Server Dual Processor LTO-2 Tape ]	9,653
	Dell Poweredge 2800 (SU) with dual Xeon 2.SGJ3Z processors	
	2GB RAM	
	2x36GB 15K O/S disks (RAID 1)	
	4x36GB 15K Database disks (RAID 5)	
	Dual 1 0/1 0 011 00 NIC's	
	CD-RW/DVD-ROM	
	Rapid Rails	
	Redundant Power	
	Silver support-and internal PowerVault 110T 200/400 GB LTltrium-2 internal Tape drive
	Windows 2003 Server Standard	
	Syear SD4HR service F.ontract	
	Web/App/Job Servers 2	4,267
	Dell PowerEdge 1850 with Dual Xeon 2.SGIIz 1MB cache processors	
	1GB RAM	
	2x36GB lOK disks (RAID 1)	
	Windows 2003 WEB Edition	
	Dual Gigabit NIC's	
	Active Bezel	
	Rapid Rails	
	Syear SD4HR service contract
~	
	1
Public Web Server	4,606
	Dell PowerEdge 1850 with Dual Xeon 2.8GI-Iz processors	
	1GB RAM	
	2x36GB lOK disks (software mirror)	
	Windows 2003 STANDARD Edition	
	Dual Gigabit NIC's	
	Active Bezel	
	Rapid Rails	
	Redundant Power Supply	
	Syear SD4I3R service contract	
	ORION Controller 1	4,594
	1GB RAM	
	2x36GB lOK disks (RAID 1)	
	PERC4/Di RAID Controller	
	Windows 2203 STANDARD Edition	
	Active Bezel	
	_ Rapid Rails	
	Redundant Power Supply	
~~~,	~~ u 1~,c.k ~o~ G~r;oi~ 5~..~~rs ~	inc_I~,~l~c~-
as		
~,u,_		
$9,653.00
$0.00
$0 00
$0.00
$0 00
$8,534.00
$0.00
$0.00
$0.00
$0.00
$4,606.00
$0.00
$0.00
$0.00
$0.00
$4,594.00
$0.00
$0.00
,_
Client Support and Software Update Services Agreement
Client Installation Location: Kerr County
Commencement Date: 9/4/07
System Administrator: John Tro~inger,
Phone Number: 830 370-1238
Tyler Technologies, Inc. ~ The Software Group -Division (Tyler) agrees to provide and -Kerr County ("Client")
agrees to accept Client Support and Software LJPdate Services on the item(s) listed below, at the quarterly charge
indicated. The terms and conditions of this Agreement are set forth on the face hereof and in the Terms and Conditions
appearing on the reverse side of this agreement.
Software Product Description	Quarterty Charge
Jail Manager	'5431
Law Enforcement	668
CAD ~	820
Mugshot Manager	700
This agreement shall become a binding contract between the parties when accepted by	Total Quarterly Charge	~ 7619
the signature of an officer of Tyler at its home office.		
CLIENT IS ADVISED TO READ THE TERMS AND CONDITIONS APPEARING ON		
THE REVERSE SIDE OF THIS AGREEMENT BEFORE SIGNING BELOW.		
Tyler Technologies, Inc. ~ The Software Group
Client Division
Ken- Dustin Womble
County
Pat Tinley
Contact Name (Print)
Judge
Title/Position
Authorized Sig tune
~ ~g / a`l
Date
Contact Name (Print)
President
TitlelPosition
Authorized Si ature
/U /o o ~
Date
Tyler Technologies, Inc. ~ The Software Group Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093
Terms and Conditions
1. Definitions	responsible for the operation of each product identified on the face of this
(a) Equipment The computer hardware, including the central processirx~ unit on	agreement to function as the primary contact between Client and Tyler.
which Software is installed, and arty other Tyler supplied peripheral equipment at
the location of software installation.	(b) Client acknowledges all Software changes, improvements, enhancements or
updates (and each of them) provided by Tyler are subject to the same License
(b) Software. Any Software product licensed to Client by Tyler under a separate	Agreement under which Client obtained a license to the Software, including all
agreement for which Tyler offers its Client Software Update and Client Support	terms and conditions thereof, and Client agrees to abide by such License
services, which Software is identified in writing on the face of this document.	Agreement.
Software may include machine readable code (object code) written in any	(c) Client agrees to maintain the Software to the latest revision level.
language on any media, source code of listing, and any improvements,
enhancements, changes or updates to such code or listings
modficaUons	
(d) Client agrees to provide adequate training to its employees and further agrees
,
provided to Client by Tyler.	to assign to the use of the system only those employees who have received
(c) System. The Equipment and the Software that are defined in 1(a) and 1(b)
above	adequate training.
(e) Client agrees to allow remote access by Tyler for purposes of software
.	support including VPN access.
2. Term
(a)This Agreement is effective from the Commencement Date and shall continue
for an intial term of soc months. After the initial term, this Agreement shall remain
in force until terminated by either party for any or all the products listed on the
face of this agreement upon ninety days (90) prior written notice to the other
party.
3. Eligibility for Service Agreement
(a) Software is eligible for inclusion under this Agreement immediately upon
Tylers installation of Software, expiration of Tyler's Software warranty, or
expiration of an existing Tyler Software Update and Client Support Service
Agreement.
(b) Service under this Agreement is contingent upon:
(1) The Software being unmodified and properly maintained at the latest
7Tyler revision.
(2}The System containing at least the minimum hardware configuration
and prerequisite software as spedf~ed by Tyler.
(3) All Software being covered by Software warranty or by this Agreement,
if such coverage is available. Software licensed after the Commencement
Date of this Agreement may be subject to additional charge(s) for coverage
under this Agreement
4. Service Responsibilities of Tyler
For the charges stated herein, Tyler shalt provide the following Software Update
and Client Support services:
(a) Software updates and enhancements to the covered Software made generally
available by Tyler to its Clients during the term of this Agreement shall be
provided ~ product releases on Tyler's standard media. Software updates and
enhancements include:
(1) Program modifications required due to legislative changes.
(2) Program changes required io use Tyler's standard forms.
(3) Fixes to reported software problems.
(4) General enhancements to covered Software, which Tyler deems to be
included in the standard system.
(b) Improvements and revisions to reference manuals or documentation made
generally available by Tyler to its Clients during the term of this agreement.
(c) Remote diagnostics of problems with covered Software.
(d) Periodic review of outstanding enhancement requests and bug reports.
(e) Telephone assistance, telephone number(s) will be provided to the Client.
Contact to enable communication with a Tyler Specialist during the hours of 8:30
AM to 5:00 PM. local Dallas, Texas time, Monday through Friday, exclusive of
Tyler holidays. Tyler will use reasonable efforts to respond to the Client Contact
call within four working hours assisting with:
(1) Identifying, verifying, and resolving problems in the Software.
(2) Identifying and very' ing problems with the Equipment used in
connection with the Software.
(3) Installation of Software releases.
5. Services Not Included
(a) No on-site Software Updates or Client Support services are included under
this Agreement Any on-site service requested by the Client or required due to
software changes, operating system upgrades, training, or other assistance will
be provided at Tylers per-call rates and terms then in effect.
(b) Services not covered by this Agreement include, but are not limited to, failure
of Equipment, failure of non-Tyler supplied software, failure of Software caused
by non-Tyler provided hardware, failure of Software due to Equipment operation,
catastrophe, fault, or negligence of Client, operation error, improper use or
misuse of the System or any part thereof, or any other causes beyond the control
of Tyler and occurring without the fault or negligence of Tyler.
6. Responsibilities of Client
(a) Client agrees to appoint a System Administrator to be responsible for the
overall operation of the System and individual Product Administrator(s) to be
7. Charges
(a) Charges will be invoiced each quarter in advance and will be payable on the
first day of the quarterly service penod for which the Tyler invoice is rendered.
(b) Charges for the preparation of each release will be invoiced at such time as
the release is prepared at Tyler's then current release charge.
(c) Chaves do not include any tax or other governmental impositions including,
without limitation, sales and use tax. All such cost, if any, shall be invoiced
separately to client, and client shall pay the same.
8. Limitation of Liability and Warranty
(a) Tylers liability for damages arising out of or in connection with this Agreement
whether based on a theory of contract or tort, including negligence and strict
liability shall be limited to the total charges paid or payable during one (1) year
under this Agreement.
(b) No action arising out of or in connection with this Agreement whether based
on a theory of contract or tort, including negligence and strict liability, may be
brought or instituted by either party more than two (2) years after the cause of
action accrues.
(c) In no event shall Tyler be liable to Client for (i) indirect, remote, incidental,
spedal, exemplary, punitive or consequential damages, (ii) damages due to
causes beyond the reasonable control of Tyler or (rri) damages resulting from loss
of use of the System or any part thereof, loss or damage to Client source data,
loss of revenue or destruction, or loss of materials provided to Tyler by client.
(d) THE RIGHTS AND REMEDIES OF CLIENT SET FORTH HEREIN ARE
EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER RIGHTS AVAILABLE AT
LAW OR IN EQUITY. Tyler DISCLAIMS ALL WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
OR INTENDED PURPOSE.
9. General
(a}Client recognizes that Tyler invests considerable time and expenses in
training Tyler employees. Should Client directly or indirnctly contract with or hire
any Tyler employee, Client shall immediately pay to Tyler four (4) months salary
for each employee hired or contracted with and Tyler shall be entitled to any other
modification or amendment to this agreement as shall be equitable under the
circumstances.
(b) If either party neglects, fails or refuses to perform any of its obligations under
this Agreement, and such failure continues for a period of twenty (20) days after
written notice thereof, the other party shall have the right to discontinue
performance and the right to terminate this Agreement.
(c) This Agreement supersedes all prior Software Update and Client Support
service agreements and understandings between the parties with respect to any
services covered by this Agreement, and may not be changed except by written
instrument signed by both parties unless specifically permitted herein to the
contrary and may not be terminated except by written notice.
(d) tt is expressly understood and agreed that if either party, on any occasion fails
to perform any term of this Agreement, and the other party does not enforce that
term, the failure to enforce on that occasion shall not prevent enforcement on
another occasion.
(e) Performance of this Agreement and payment of charges hereunder shall take
place at Tyler's facility at the address set forth below.
(f) This Agreement shall be governed, interpreted and enforced in accordance
with the laws of the State of Texas.
10. Entirety of Agreement and Amendments.
(a)This Service Agreement contains all of the representations, warranties, and
promises of the parties relating to the subject matter hereof, whether oral or
written, and supersedes all representations, warranties, and promises of the
parties relating to the subject matter hereof which predate this Service
Agreement.
(b)This Service Agreement may only be amended, modified or changed by
written instrument signed by both parties hereto.
Tyler Technologies, Inc. I The Software Group Division • 6500 International Parkway, Suite 2000 • Plano, Texas 75093