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Amendment No. 9 to the Agreement with Tyler Technologies, Inc. 20141-28707 AMENDMENT NO. 9 TO THE AGREEMENT, DATED OCTOBER 10, 2014, BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND TYLER TECHNOLOGIES, INC. FOR THE IMPLEMENTATION OF THE MUNIS AND ENERGOV SYSTEMS This amendment ("Amendment") is made effective on the date of Client signature below ("Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices at One Tyler Drive, Yarmouth, ME 04096 ("Tyler") and the Client identified in the signature block below("Client"). WHEREAS, on October 10, 2014, the Mayor and City Commission approved an agreement with Tyler Technologies, Inc., to replace the City's current enterprise resource planning ("ERP")system, known as Eden, with the Munis system, and to replace the City's current permitting system, known as Permits Plus, with the EnerGov system (the "Agreement"); and WHEREAS, the Agreement included an Adobe End User License Agreement ("EULA"), either upon execution or by amendment, for functionality embedded into Tyler's proprietary Tyler Forms product; and WHEREAS, Tyler now uses DocOrigin software to provide the same embedded functionality as previously provided by Adobe in the Tyler Forms product; and WHEREAS, DocOrigin software is provided as third-party software subject to a DocOrigin End User License Agreement("EULA"); NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the City agree as follows: 1. The Adobe EULA shall be replaced with the DocOrigin EULA, attached to this Amendment at Exhibit 1. 2. Tyler shall provide the City with and install a current version of the Tyler Forms product that relies on the DocOrigin functionality, which functionality is licensed to the City according to the terms of the DocOrigin EULA. 3. All references to "Adobe" in the Agreement shall be understood as references to DocOrigin. 4. All generic references to a third-party software "Developer" shall be understood as references to DocOrigin, to the extent the references are made in connection with the embedded functionality within the Tyler Forms product. 5. City owes no additional fees to Tyler as a result of the transition from Adobe to DocOrigin, beyond the associated fees already set forth in the Agreement. 6. All other terms and conditions of the Agreement, and this Amendment, shall be governed by and construed in accordance with those terms and conditions. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. FOR THE CITY OF MIAMI BEACH, FLORIDA: ATTEST: ( By: era Le Rafe: E. Granado Jim 7,, L. or-los City Clerk anager chrNF 2- , mW // . . . C \ 17.-4 Date 1' /1 Dale- . FOR TYLER TECHNOLOGIES, INIC.:fr C i ! ! ATTEST: - By: l. 4l 1, ) k-ope2— Sekaa" frcMJ7lJco-L St. CI- 14/ Co rporeat A440 Print Name/Title Print Name/Title 110 if Z Date Date APPROVED AS TO FORM & LANGUAGE & FR EXECUTION City Attorney Dote 0C— yre 1?efL4 r n +Si -4) (IVR C., (bark, Ibe: :46tyler technologies EXHIBIT 1 DocOrigin End User License Agreement REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS,WARRANTIES, CONDITIONS. REMEDIES.AND LIABILITIES. DocOiloln SOFTWARE UCENSE IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any associated media. printed materials and electronic documentation(the"Software"). The Software also encompasses any software updates, add-on components, web services and/or supplements that may be provided to you or made available to you after the date you obtain the initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms from your distributor,those terms will take precedence over any conflicting terns of this EULA. By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA. do not install,access or use the Software; instead, you should remove the Software from all systems and receive a full refund. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. 1. LICENSE TERMS 1.1 In this Agreement a"License Key"means any license key, activation code, or similar installation. access or usage control codes, including serial numbers digitally created and or provided by OF Software Ltd., designed to provide unlocked access to the Software and its functionality. 1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You a limited, royalty-free, non-exclusive, non-transferable license to download and install a copy of the Software from www.docorigin.com on a single machine and use it on a royalty-free basis for no more than 120 days from the date of installation (the "Evaluation Period"). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commerdal. production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license(as further described in section 1.3 below)on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period,then You agree to comply with the termination obligations set out in section]7.3]of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler or watermark on the output document. Documents generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler produced. You are not permitted to remove the watermark or'spoiler'from documents generated using the software under an evaluation license. 1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement.OF Software Ltd. grants You, a perpetual(subject to termination by OF Software Ltd,due to your breach of the terms of this Agreement), non-exclusive, non-transferable,worldwide non-sublicenseable license to download and install a copy of the Software from www.docorigin.com on a single machine and use for development and testing to create collateral deployable to Your production system(s). You are not entitled to use a development and testing license for live production purposes. 1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non-exclusive, non-transferable, worldwide non-sublicenseable license to use the Software in accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Sofivare, and approved by OF Software, the default license to the Software is a per-CPU license as described in A.below: A. Per-CPU.The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than one processing core, each group of two (2) processing cores is consider one (1) CPU.. and any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer(using a reliable and verifiable means of hardware or software partitioning)such that the total number of CPUs that actually operate the Software is less than the total number on that computer. B. Per-Document. This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. For instance a batch of invoices for 250 customers may contain 1.000 pages. this will be counted as 250 documents which should correspond to 250 invoices. C. Per-Surface.This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. the pages may be printed one side (one surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF), each page placed in the file is considered a surface. A document may contain 1 or more surfaces. For instance a batch of invoices for 250 customers may contain 500 pages duplexed, this will be counted as 1000 surfaces. 1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each production license You have purchased as a failover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circumstance may the disaster recovery license be used for production simultaneously with a production license with which It is paired. 1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in this EULA. you may not otherwise make copies of the Software or the printed materials accompanying the Software. 1.7 Third-Party Software License Rights. If a separate license agreement pertaining to an item of third-party software is:delivered to You with the Software,included in the Software download package, or referenced in any material that is provided with the Software,then such separate license agreement shall govem Your use of that item or version of Third-Party Software. Your rights in respect to any third-party software.third-parry data, third-party software or other third-party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or third-party software are granted to You. 2. LICENSE RESTRICTIONS Any copes of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. You may not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation. You shall not sublicense. distribute or otherwise make the Software available to any third party (including, without limitation. any contractor, franchisee, agent or dealer) without first obtaining the written agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement You further agree not to(i)rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else', (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or(iii) use the Software to operate or as a part of a time-sharing service. outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile,or disassemble the Software. 3. UPDATES,MAINTENANCE AND SUPPORT 3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website wnw.docorigin.com. Use of any updates provided to You shall be governed by the terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities,functions. licensing terms,release dates,general availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s)of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in order to receive a new License Key that will unlock the more current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software. 4. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd. or DocOrigin. All title and intellectual property rights in and to the Software,the accompanying printed materials. and any copies of the Software are owned by OF Software Ltd. or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. 5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW. THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY OF SOFTWARE LTD. HEREUNDER ARE PROVIDED ON AN"AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS. EXPRESS OR IMPLIED,WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW. COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD. OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY. FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS,THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain junsdictions some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement. 6. LIMITATIONS OF LIABILITY. 6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT. INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION. LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS. LOSS OF REVENUE. LOST OR DAMAGED DATA. LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT. INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE,TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM. 6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 7. TERM AND TERMINATION 7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1. shall continue for as long as You use the Software, unless earlier terminated sooner under this section 7. 7.2 OF Software Ltd. may terminate this Agreement in the event of any breach by You if such breach has not been cured within five(5) days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to OF Software Ltd. or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to OF Software Ltd.or its distributor. 7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement. Within five (5) days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to OF Software Ltd. 8. GENERAL PROVISIONS 8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right.will constitute a waiver of that right or any other rights under this Agreement No consent to a breach of any express or implied term set out in this Agreement constitutes consent to any subsequent breach,whether of the same or any other provision. 8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement wtll remain in full force and effect. 8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or otherwise)without OF Software Ltd.'s prior mitten consent. OF Software Ltd. may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns. 8.4 Governing Law and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding. 8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and OF Software Ltd.with respect to the subject matter hereof,and it supersedes all prior negotiations.commitments and understandings, verbal or written. and purchase order issued by You. This Agreement may be amended or otherwise modified by OF Software Ltd. from time to time and the most recent version of the Agreement will be available on the OF Software website www.docorigin.com. Last Updated: [July 18 2013]