2016-148-E Planning-Health-Tax - Tyler Technologies, Inc. for license/services agreement for EnerGov Implement. of Land Mgmt. CPS

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DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +nfif��ft ) of ty e r : LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Tyler desires to perform such actions under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement,Tyler and Client agree as follows: SECTION A—DEFINITIONS • "Agreement" means this License and Services Agreement, including the Exhibits and Schedules thereto, and as further defined in Section I(11). • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means Orange County, North Carolina, a body politic and corporate of the State of North Carolina. • "Defect" means a failure of the Tyler Software to substantially conform to the Functional Requirements or their functional equivalent. Any functional equivalent to cure a defect will be mutually agreeable to both parties and will be substantially similar in how it conforms to the original Functional Requirement. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation. A"Defect" does not include a lack of functionality in the Tyler Software identified solely as a result of a change in your Internal Business Purposes. • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date on which your authorized representative signs the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion,fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Functional Requirements" refer to our affirmative responses to the functional requirements described in your RFP and set forth in our Proposal, which responses are incorporated herein by reference. For the avoidance of doubt, an "affirmative response" means that we indicated the functionality exists as a standard feature within the Tyler Software, or could be made available to you as a custom modifications. Functional Requirements that are associated with a custom modification are only in-scope to the extent you have purchased the development services to deliver the custom modification. • "Internal Business Purposes" means those administrative and operational functions you perform in