Cdc2) Executive Office Siimature CEO Staff Review Received at Council Office

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1 LOG NUMBERS BGT. EXECUTIVE/COUNCIL APPROVAL FORM MANAGEMENT ROUTING: EXECUTIVE EXEC. DIR. DIRECTOR/ELECTED DEPARTMENT DIV. MGR. DIVISION ORIGINATOR DATE 03/24/17 Dave Somers Ken Klein a6 r Trever Es Information Technology Dave Applications Pamela Kane LLW 3309 DOCUMENT TYPE: BUDGET ACTION: Emergency Appropriation Supplemental Appropriation Budget Transfer CONTRACT: New X Amendment DOCUMENT/ AGENDA TITLE: TO: COUNCIL CHAIRPERSON: SNOHOMISH COUNTY COUNCIL EXE(JJTIVE RECOMMENDATION: _...;./_ A,oorove No Recommendation Further Processing Requested Bv Cdc2) Executive Office Siimature CEO Staff Review Received at Council Office GRANT APPLICATION ORDINANCE Amendment to Ord. # PLAN OTHER ~ JUN ()J t:j ( 51 --,{()-{ r-1-11-=-1 Amendment No. 2 to the Perpetual Software License and Maintenance Agreement with Softcode lnc./tyler Technologies APPROVAL AUTHORITY: EXECUTIVE COUNCIL X CITE BAS IS ;5':; c._c. 6;.,.~... g;,_~.f'-- --'-/_.y:;.._;:o~u... HANDLING: NORMAL X EXPEDITE URGENT DEADLINE DATE PURPOSE: The purpose of this ECAF is to obtain approval for Amendment No. 2 to the Perpetual Software License and Maintenance Agreement with Softcode lnc./tyler Technologies, to add two (2) hosted services to the software used by the Sheriff's De artment. BACKGROUND:.t--- In early 2002 Sheriffs Judicial Unit (SRU) and DIS found software created by SoftCode, Inc. called Civil Serve. This software does both the legal document tracking and the financial portion of tracking the Sheriff fees. This is the only software that SRU and DIS can find that does both the civil process tracking and an accounting of fees received. SoftCode, Inc. just recently added a web interface to Civil Serve, which will allow customers to look up their own accounts, without having to contact SRU. In addition, other law enforcement agencies throughout the United States currently use Civil Serve software because of its unique combination of civil process tracking and accounting system. Tyler now has available two hosted web functionalities that the Sheriffs Office would like to add to the CivilServe software system: CivilView (Attorney Portal) and SalesWeb (Sheriffs Sales Portal). These additions will increase the annual fees for CivilServe by $1, ($1, with applicable sales tax). Tyler Technologies does not charge implantation fees to activate the hosted services. Approval of this Amendment No. 2 will allow the Sheriffs Office to have Tyler Technologies activate the two (2) hosted services.

2 FISCAL IMPLICATIONS: CURRENT YR 2NDYR 1ST 6 YRS T TAL REVENUE: FUND. AGY. ORG REV SOT JRCE CURRENT YR 2NDYR 1ST 6 YRS DEPARTMENT FISCAL IMPACT NOTES: I TOTAL $1, $1, $7, There are sufficient funds in the Department of Information Technology Budget for 2017 for this purchase. BUDGET REVIEW: Analyst ~ Administrator Recommend Approval CONTRACT INFORMATION: ORIGINAL CONTRACT # CONTRACT # AMENDMENT AMOUNT AMOUNT $ $7, CONTRACT PERIOD: ORIGINAL AMENDMENT Start Start 6/12/17 End End N/A CONTRACT I PROJECT TITLE: Amendment No. 2 to the Perpetual Software License and Maintenance Agreement with Softcode lnc.ftyler Technologies CONTRACTOR NAME & ADDRESS (City/State only): APPROVED: RISK MANAGEMENT No COMMENTS PROSECUTING ATTY - AS TO FORM: Yes x_ No OTHER DEPARTMENT AL REVIEW/ COMMENTS: t1 - - ~~- tj l ~b() C- 2 t 7 7 ELECTRONIC ATTACHMENTS: ~atli & filenam~ for each. e.g.g':'ecafdeptname\docname G:\ECAF\D@pt.\14 _ lrfusvcs' A.m@aEHfteHtl>le2 Tyler T@i;;bnolegi@s _ ECAF. cj <.J,_,( j G:\ECAF\Dcpt.\14_InfeSycs\AmeHEHftefl:tNo2 'fy!er Technologies=*1n~ - ),.,,1 ~. oc G:\ECAF\Dept \]4 1ofaSJlC.L.\AmendmentNo2 TyJerJecboologies_MetiQn _ c:? ~J O c. x' G:\ECAF\Dept.\I4_InfoSvcs\AmendmentNo2 'fyle1 'Fe~gi@s_fisca!Wort<:sheet _ W ~4-~. xis., h G:\ECAF\Dept.\I4_1ofaSvi;;s\AmenclmeHt l T)le1 Teclmologies S' :!eaamendmcnt,,,, ~ ~ f'c:m G:\ECAF\Dept.\l 4_IHfeS esld>erpetual License Agreement - f drf G:\ECAF\Bep,.\I4_InfoS,cs~Software Maintenance Agreement_ f )F NON-ELECTRONIC ATTACHMENTS: same 2

3 SNOHOMISH COUNTY COUNCIL Snohomish County, Washington MOTION NO APPROVE AND AUTHORIZE THE COUNTY EXECUTIVE TO EXECUTE AMENDMENT NO. 2 TO THE PERPETUAL SOFTWARE LICENSE AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT BETWEEN SNOHOMISH COUNTY AND TYLER TECHNOLOGIES (FORMERLY SOFTCODE) WHEREAS, the County and SoftCode entered into that certain Agreement executed on March 02, 2003 entitled, SoftCode, Inc. Perpetual Software License Agreement and Software Maintenance Agreement, and Amended by Amendment No. 1 on July 20, 2016, hereafter together ("the Agreement"); and WHEREAS, Amendment No. 1 recognizes the merger between SoftCode and Tyler Technologies and pursuant to the merger, Tyler Technologies has become the successor-in-interest to SoftCode and has assumed all rights and responsibilities under the Agreement between the County and SoftCode; and WHEREAS, the Sheriff's Office would now like to add two hosted web services to their CivilServe software services in order to allow for customers to look up their own accounts without having to contact SRU; and WHEREAS, the cost for the additional services shall not exceed Seven Thousand Four Hundred Forty Five Dollars ($7,445.00) over the next six (6) years; NOW, THEREFORE, ON MOTION, the County Council approves and authorizes the County Executive to execute Amendment No. 2 to the Perpetual Software License Agreement and Software Maintenance Agreement. PASSED this day of, SNOHOMISH COUNTY COUNCIL Snohomish County, Washington ATTEST: Chairperson Asst. Clerk of the Council

4 AMENDMENT NO. 2 TO THE PERPETUAL SOFTWARE LICENSE AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT BETWEEN SNOHOMISH COUNTY AND TYLER TECHNOLOGIES (FORMERLY SOFTCODE) THIS AMENDMENT NO. 2 TO THE SOFTWARE MAINTENANCE AGREEMENT FOR SOFTCODE ("Amendment No.2") is entered into as of this day of, 2017, by and between Snohomish County, a home rule charter county and a political subdivision of the State of Washington (the "County"), and Tyler Technologies, Inc., a Delaware Corporation, duly licensed to conduct business in Washington State (the "Contractor" or "Tyler"). RECITALS A. Whereas, the County and SoftCode entered into that certain Agreement executed on March 02, 2003, entitled, SoftCode, Inc. Perpetual Software License Agreement and Software Maintenance Agreement, as amended on July 20, 2016 (collectively, the "Agreement"); and B. Whereas, Tyler and the Snohomish County would like to amend the Agreement to add the following two hosted products: (1) CivilView (Attorney Portal) and (2) Sales Web (Sheriff's Sales Portal); and C. Whereas, the hosted products added herein will increase the County's annual Maintenance and Support Fees as further detailed below. Tyler agrees to make the County's Maintenance and Support Fees coterminous, to begin on June 13 each year and run through June 12 of the following year. AGREEMENT NOW, THEREFORE, in consideration of the covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the County and Contractor agree that the Agreement shall be amended as follows: Section 1. Schedule A of the Perpetual Software License Agreement is hereby amended to read as follows: Amendment No. 2 to the Agreement for Tyler Technologies SoftCode Software Page 1 of3

5 PRODUCT USERS UNIT PRICE EXTENDED PRICE One-Time Charges (paid in implementation phase in 2003) Civil Serve 10 $3,000 $30,000 CivilServe Web Interface 1 $3,500 $3,500 Crystal Reports Professional $395 Customization 10 (Hrs) $125 $1,250 Installation 8 (Hrs) $150 $1,200 Annual Recurring Charges Annual Software Support and $9, Maintenance for Perpetual Software licenses Maintenance and Support for 1 $1,050 $1,050 Hosted Civil View (Attorney Portal); and SalesWeb (Sheriffs Sales Portal) Section 2. Section 4. PAYMENT, of the Software Maintenance Agreement is amended to add the following paragraph: Maintenance and Support Fees for the hosted products outlined in Section 1. of Amendment No. 2 shall be due upon execution of the Amendment, on a prorated basis through the end of the current term. Thereafter, Maintenance and Support Fees for all Licensed Software shall be due annually in advance on every anniversary of June 13. Section 3. Section 14. TERM AND TERMINATION, of the Perpetual Software License Agreement is amended to add the following paragraph: The hosted products added upon execution of Amendment No. 2 shall be available to the County so long as the County pays all Maintenance and Support Fees for all of the Licensed Software under the Agreement. Section 4. Except as expressly amended in this Amendment No.2, the terms and conditions of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.2 to be duly executed as of the date set forth above. Amendment No. 2 to the Agreement for Tyler Technologies SoftCode Software Page 2 of3

6 By: Printed Name: r:::1r2 President, ( 'Ci u::n "'~,, j L'5r ic 1~ Date:? /..r /?0/7 ' SNOHOMISH COUNTY By: Dave Somers Snohomish County Executive Date: ,,.-== RECOMMENDE B~~_o Director, Departme(t of Information Technology Date: C, I, )r _():, I APPROVED AS TO FORM ONLY: By: ~~~~~-~~~----,---- Deputy Prosecuting An:omey Date: 1 < c:, //;'); 1 RECOMMENDED FOR APPROVAL By:~U~ Risk~ ge]en Date: Amendment No, 2 to the Agreement for Tyler Technologies SoftCode Software Page 3 of3

7 AMENDMENT NO. I TO THE PERPETUAL SOFT\VARE LLCENSE AGREEMENT AND SOFTWARE MAINTENANCE AGREEMENT BETWEEN SNOHOMlSH COUNTY AND TYLER TECHNOLOGIES (FORMERLY SOFTCODE) TI-fIS AMENDMENT NO. I TO THE SOFTWARE MAINTE~~CE AGREE~R SOFTCODE ("Amendment No. I") is entered into as of this -Lo - day of _,,,, 2016, by and between Snohomish County, a home rule charter county and a poiticalsi;bdivision of the State of Washington (the "County''), and Tyler Technologies, Inc., a Delaware Corporation, duly licensed to conduct business in Washington State (the ''Contractor"). RECITALS A. Whereas. the County and SoftCode entered into that certain Agreement executed on March entitled, SoftCodc, Inc. Perpetual Software License Agreement and Software Maintenance Agreement ("the Agreement''); and B. Whereas, Section 12 of the Agreement allows SoftCodc to assign the Agreement; and C. Whereas, SoftCode merged with and into Tyler Technologies, Inc. on August 29, 2014;and D. Whereas, the name of the surviving corporation [ of the merger] is Tyler Technologies, Inc.. a Delaware corporation; and E. Whereas. pursuant to the merger, Tyler Technologies has become the successor-ininterest to SoftCode and has assumed all rights and responsibilities under the A 6rreement between the County and SoftCode; and F. Whereas, the County has consented to the assignment of the Agreement to Tyler Technologies. AGREEMENT NOW, THEREFORE, in consideration of the covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the County and Contractor agree that the Agreement shall be amended as follows: Section 1. Introductory clause of the Agreement is amended to add the fr)l!owing: Amendment No. I to the Software Maintenance Agreement for Tyler Technologies SoftCodc Software Page I of4

8 Tyler Technologies, as successor-in-interest to SoftCode, will continue to provide software maintenance and support services and assume the duties of Sofl:Code pursuant lo the tem1s or the Agreement." 1. Section 2. Section 3.B of the Agreement is amended to read: /\nnual fee. During the term of this Support Agreement and upon receiving an invoice before the end of the Warranty Period and annually thereafter ("Annual Renewal Date"), Snohomish County shall pay an annual fee for Standard Services, provided the annual fee does not exceed a three percent (3%) increase from the previous year. Section 3. A New Section 17. Non-Discrimination is added to the Perpetual Software License Agreement as follows: 17. Non-Discrimination. A. NON-D[SCRIMINATION It is the policy of the County to reject discrimination which denies equal treatment to any individual because of his or her race. creed, color, national origin, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal hy a person with a disability as provided in Washington's Law against Discrimination, Chapter RCW, and the Snohomish County Human Rights Ordinance, Chapter SCC. These laws protect against specific forms of discrimination in employment, credit transactions, public accommodation. housing, county facilities and services, and county contracts. The Contractor shall comply with Chapter SCC, which is incorporated herein by this reference. Execution of this contract constitutes a certification by the Contractor of the Contractor's compliance with the requirements of Chapter SCC. If the Contractor is found to have violated this provision, or furnished false or misleading information in an investigation or proceeding conducted pursuant to Chapter SCC, this contract may be subject to a declaration of default and tennination at the County's discretion. This provision shall not affect the Contractor's obligations under other federal, state, or local laws against discrimination. Amendment ~o. l to the Software Maintenance Agreement for Tyler Technologies SoftCode Software Page 2 of4

9 B. FEDERAL '\10'.'J-DISCRIMINATION Snohomish county assures that no persons shall on the grounds of race, color, national origin, or sex as provided by title vi of the civil rights act of 1964 (pub. L. No. 1\8-352), as amended. and the civil rights restoration act of 1987 (pub. L. '.'Jo. l ) be excluded from participation in, be denied the benefits oc or be otherwise subjected to discrimination under any county sponsored program or activity. Snohomish county further assures that every effort will be made to ensure nondiscrimination in all of its programs and activities, whether those programs and activities are federally funded or not. Section 4. Except as expressly amended in this Amendment No. I, the terms and conditions of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment 1 to be duly executed as of the date set forth above. President I Date: -~~~~~~~~ ,r-\, \ i SNOH6MISH cornyt\ // \ ~/J ' --r~i By:{ l ;.(,CA.. _,./,i_ Dav'e Somers Snohomish County Executive,,v'"l,,, ) I i Date: 1, ' /J RECOMMENDED FOR APPROVAL By:~~ Director, Department of Information Services Date: \ ""1 JYI&, "- 7 ~ \ <.. APPROVED AS TO FORM ONLY: Amendment No. I to the Software Maintenance Agreement for Tyler Technologies SoftCode Software Page 3 of4

10 By ~C/L 6Wti Jt,, b ~--~-- Deputy Date: _ Pro~c{14r 1J;5\& Atto~.. RECOMMENDED FOR APPROVAL ~.:,f.~%p_/ -::LC-~)-_?. Amendment No. I to the Software Maintenance Agreement for Tyler Technologies SoftCode Software Page 4 of4

11 e SoftCode, In~ JSOFTWARE MAINTENANCE AGREEMENTj This Software Maintenance Agreement is made and entered into by and between SoftCode, Inc., a Massachusetts corporation ("SoftCode") and the following entity or organization ("County"): County Name: Address: Snohomish County Snohomish County Sheriff's Office 3000 Rockefeller Av. M/S 606 Everett, WA Mindy Richardson Attention: Telephone: or 3522 FAX: Snohomish County is the licensee of that certain version of the Software offered by SoftCode (the "Software") pursuant to a separate end user license agreement (the "Master Agreement"). Snohomish County has placed and SoftCode has accepted a Purchase Order (the "Order") for certain maintenance services with respect to the Software. This Maintenance Agreement states the terms for the provision of such maintenance services. 1. DEFINITIONS A. "Maintenance Period" means the period designated in the Order for the delivery of maintenance services hereunder. If no such period is designated in the Order, the Maintenance Period shall be one year commencing upon Snohomish County's Certificate of Installation date and one additional year for each renewal term. B. "Material Conditions" means conditions in the Software which cause the user's computer to crash or become inoperable or which cause a material function of the Software to be inoperable or severely degraded. C. "Support" means (i) telephone support during the Telephone Support Hours, (ii) access to SoftCode's online support site currently located at www. softcodeinc. com, (iii) Update Services. D. "Response Time" means the period of time between initial Snohomish,County call and return call from SoftCode. Support calls will be returned within 1 business day. E. "Additional Services" shall mean: (i) proactive notice of updates on frequency selected by Snohomish County, (ii) partic~pation in beta tests of Software. F. "Telephone Support Eours" means 8:00am - 8:00pm Eastern Time, Ylonday through Friday (except SoftCode corporate holidays).

12 e G. "Update Services" means the availability for Snohomish County to download from ftp.softcodeinc.com and use within the terms of the Master Agreement of (i) any corrections, bug fixes and/or modifications made to the Software by SoftCode, and (ii) any updates to the Software (including online documentation upgrades as wel~ as new versions of the Software) that are made generally available to SoftCode's County base and which are not separately priced or marketed by SoftCode. H. Holidays. The term holidays shall mean holidays observed by SoftCode which consist of New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. If at any time SoftCode observes different or additional holidays, it may change Holidays for purpose of this Support Agreement by providing no less than sixty (60) days notice to Snohomish County. 2. AGREEMENT - SERVICE OBLIGATIONS A. Standard Services. During the term of this support Agreement SoftCode will provide Snohomish County with the following Standard Support and Maintenance Services: i. Technical Support. During Telephone Support Hours, SoftCode shall use its best efforts to diagnose and repair the Software if it malfunctions or otherwise fails to perform within the terms of the License Agreement under normal use. Such technical support shall include the ability of Snohomish County to contact and work with a qualified SoftCode software systems engineer. As long as Snohomish County maintains remote access support, Softcode shall provide technical support by remote access when requested by Snohomish County. After diagnosis, SoftCode may consider malfunctions that, in its good fa-th judgment after consultation with Snohomish County are due to Snohomish County negligence, operation error, abnormal use or alterations or repairs not performed or authorized by SoftCode, to be maintenance services that must be requested and approved by Snohomish County as Extended Services under this Support Agreement. ii. Update Services. SoftCode shall provide all new releases, version upgrades, modifications, updates and revisions to the Software within the same database structure (e.g. Microsoft SQL Server), all Software fixes or patches for identified deficiencies, and all Software documentation modifications, updates and revisions. SoftCode shall also advise Snohomish County and provide new password(s) for PC and network upgrades. B. Extended Maintenance Services. SoftCode shall provide Technical Support that is not within SoftCode's Standard Services obligation under this Support Agreement when requested by Snohomish County. Upon receiving an initial request regarding such Extended Maintenance Services, SoftCode shall provide Snohomish County with a statement of its current time and material rates and provide an estimate of the total charges for the requested services. SoftCode shall co~mer.ce the Extended Maintenance Services upon receiving specific notice to proceed with billable services and within the authorized dollar amount stated in the notice.

13 e 3. SUPPORT AND MAINTENANCE. A. Warranty Period. Charges for Standard Services under this Support Agreement are included in the consideration paid by Snohomish County under the terms of the License Agreement for a period of one-year after Acceptance of the Software ("Warranty Perio&'). SoftCode shall provide Standard Services during the Warranty Period without additional charge. B. Annual Fee. During the term of this Support Agreement and upon receiving an invoice before the end of the Warranty Period and annually thereafter ("Annual Renewal Date"), Snohomish County shall pay an annual fee for Standard Services, provided the annual fee does not exceed a five percent (5%Jincrease from the previous year. During the Maintenance Period, SoftCode shall provide to Snohomish County support (as defined in Section 1) purchased by Snohomish County and designated in the Order. Such maintenance shall be provided in accordance with the foregoing definitions. The updates provided pursuant to the Update Service shall be deemed part of the Software and may be used by Snohomish County subject to the limitations set forth in the Master Agreement. Snohomish County shall promptly download, distribute and install updates to the Software as released by SoftCode to which Snohomish County is entitled during the period that this Maintenance Agreement is in effect. Snohomish County shall reasonably cooperate in isolating and reproducing software problems in connection with telephone support. No Maintenance shall be provided for any Licensed Product which has been modified by, or for, Snohomish County without the prior written consent of SoftCode. Response times set forth in the definitions above are approximate and may vary in any given call, based on telecommunications availability and other factors. SoftCode's only agreement herein with respect to such response time is to maintain functioning systems in place to permit achievement of such response times in more than eighty percent of such calls from all customers. Access to SoftCode's online support website may be suspended for brief period due to scheduled maintenance and due to disruptions in the Internet generally. NEITHER TEE SOFTWARE, ANY MODIFICATION OR ANY SERVICES ARE WARRANTED AS ERROR FREE. SOFTCODE WARRANTS THAT THE MEDIA UPON WHICH THE SOFTWARE AND ANY UPDATE IS DELIVSRED SHALL BE FREE?ROM DEFECTS IN MATERIALS ~.ND WORKtvlANSHIP FOR A PERIOD OF NINETY DAYS FROM DELIVERY. AS SNOHOM:SH COUNTY'S SOLE REMEDY FOR THE WARRANTY IN THE PRECEDING SENTENCE, SOFTCODE SHALL UPON REQUEST REPLACE SUCH MEDIA DURING SUCH PERIOD. THE FOREGOING CONDITIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, BY SOFTCODE OR ANY OTHER PARTY INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. SOFTCODE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING FROM THE FURNISHING, PERFORMANCE, OR USE OF THE PRODUCT(S) OR SERVICES PROVIDED HEREIN. REGARDLESS OF ANY LAW AND/OR REGULATION WHICH STATES OTHERWISE. IN NO EVENT SHALL SOFTCODE'S LIABILITY FOR DIRECT DAMAGES HEREUNDER EXCEED THE MAINTENANCE FEE WITH RESPECT TO THE MAINTENANCE LEVEL GIVING RISE TO THE CLAIM FOR DAMAGES. SOFTCODE SHALL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES THAT ARISE FROM THE USE OF A PRODUCT AS PART OR IN COMBINATION WITH ANY DEVICES, PARTS OR SOFTWARE NOT PROVIDED BY SOFTCODE THAT IS INCONSISTENT WITH THE DESIGNED PURPOSE OF THE PRODUCT. THE ABOVE EXCLUSIONS APPLY TO THE EXTENT THAT THE DAMAGES WOULD HAVE BEEN AVOIDED BUT FOR SUCH USE OR COMBINATION.

14 4. PAYMENT All Maintenance fees will be due net 30 days prior to Renewal Date. Service charges in the amount of the lesser of the max~mum rate permitted by law or one and one-half percent (:-1/2%) per month, will accrue on all accounts past due by more than thirty (30) days. Snohomish County agrees to be responsible for and to pay any sa:es, personal property, use, VAT, excise, withholding or any other taxes that may be imposed, based on the license, use or possession of any Product licensed hereunder, except taxes based upon net income payable by SoftCode. 5. MAINTENANCE / SERVICES FEES. SoftCode shall provide Standard Support and Maintenance Services under this Agreement through the Warranty Period without additional charge. No later than sixty (60) days before the end of the Warranty Period, and annually thereafter during the terms of this Agreement, SoftCode shall invoice the County to extend this Agreement for an additional one (1) year term under the then-current fees. The County may renew this Agreement for the additional one (1) year term by paying the invoice. SoftCode may terminate its Maintenance obligations upon breach by Snohomish County of any of its obligations; upon notice prior to the next Renewal Date; or upon termination of Maintenance to SoftCode's general customer base for the Product, provided that SoftCode gives reasonable notice to Snohomish County of such termination. Any outstanding funds will be pro-rated and returned to Snohomish County. If Snohomish County modifies any Product and it is determined by SoftCode that such modification has caused a malfunction in the Product, SoftCode shall not be obligated to provide ~aintenance for the modified Product. 6. TERM AND TERMINATION This Agreement shall take effect on the date it is executed by all parties. Upon termination or the expiration of this Agreement, Snohomish County shall have no further rights to receive maintenance services. If Snohomish County purchased a perpetual license to the Software and the Agreement was not terminated by reason of Snohomish County's failure to comply with any of the limitations or other requirements described therein, then Snohomish County may continue to use the Software without further updates subject to the terms of the Master Agreement. This Agreement will terminate upon written notice if Snohomish County fails to comply with any of the limitations or other requirements described herein and such failure continues uncured thirty (30) days following written notice thereof from SoftCode, Inc. to Snohomish County. This Agreement will terminate upon the release of Software source code pursuant to Section 6(a) of the Source Code Escrow Agreement between the parties. Upon said release, SoftCode shall have no further obligation to provide any maintenance, service or support to Snohomish County. In the event this agreement is terminated for any reason, all fees paid to SoftCode under this Agreement prior to termination shall be non-refundable except as specifically provided otherwise in this Agreement. Government Funding Termination. Notwithstanding any other provision of the support Agreement, Snohomish County is prohibited oy law from making financial commitments beyond the tern of its current fiscal year, and financial obligations payable after the current fisca: year remain contingent upon appropriation of funds for that purpose according to law. Snohomish County has

15 4 e contracted for goods and services herein in good faith and has reason to believe that sufficient funds will be available for the full term of this Support Agreement. If, for reasons beyond the control of Snohomish County, funds are not allocated for any fiscal period beyond the current one, Snohomish County shall have the right to terminate this Suppo:::-t Agreement and be released from any and all financial obligations hereunder without penalty or expense. 7. FORCE MAJEURE SoftCode shall not be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation or telecommunication facilities, laws or governmental regulations or other causes that are beyond the reasonable control of SoftCode. Obligations hereunder shall be suspended only until the cessation of any cause of such failure. SoftCode shall use reasonably comrnercial efforts to remedy such situations as well as to minimize its effects. 8. GENERAL SoftCode reserves the right to periodically audit Snohomish County to ensure that Snohomish County is not using the Software in violation of this Agreement, the Master Agreement or any Order. During Snohowish County's standard business hours and upon prior written notice, SoftCode may visit Snohomish County and Snohomish County will make available to SoftCode or its representatives any records pertaining to the Software to SoftCode. The cost of any requested audit will be solely borne by SoftCode, unless such audit discloses an underpayment or amount due to SoftCode in excess of five percent (5%) of the initial license fee for the Product, in which case Snohomish County shall pay the cost of the audit. In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect, such enforceability shall not affect any other provision of this Agreement, and this Agreement shall then be construed as if such unenforceable provision(s) had never been contained herein. No term or provision hereof shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by both parties. This Agreement, including any Order, shall for all purposes be deemed subject to the laws of the State of Washington, USA and tried in Superior Court of Snohomish County. Snohomish County may not assign this Agreement or any Order or otherwise convey any rights or obligations under this Agreement without the prior consent of SoftCode. SoftCode may assign this Agreement, in whole or in part, including without limitation, in connection with the cransfer of assets to a business unit of SoftCode which sells one or more of the?roducts. Any notice or other communication required or permitted hereunder shall be given in writing to the other party at the address set forth above. Such notice shall be deemed to have been given when (i) delivered personally, (ii) sent via certified mail (return receipt requested) (iii) sent via cable, telegram, telex, telecopier, fax (all with confirmation of receipt), or (iv) by recognized air courier service. A party shall have the right to change the address for notice by giving ten (10) days prior written notice of the change to the other party. The Agreement, the Master Agreement and the applicable Order(s) constitute the entire agreement between the parties regarding the Software and reaintenance services, and each wil: become binding upon SoftCode when signed by an authorized representative of SoftCode. SoftCode is not bound by any additional provisions that may appear in Snohomish County's purchase order, acknowledgment of the purchase order, or any other communication between Snohomish County and SoftCode. This Agreement or any Order may not be modified, except by a written addendum signed by duly authorized representatives of both parties.

16 signed by SOFTCODE, By: Name: ':'itle: Cate: parties have executed these presents as of the last date SNOHOMISH COUNTY By: Snohomis~ County Sheriff's Office Name: Mindy Richardson Title: Technical Services Supervisor Date:!SOFTWARE MAINTENANCE AGREEMENTj SCHEDULE A: "'/:PRODUCT US1i:B$.... '.''.i'};;? ANNUAL /;,t;jn~t,~priee "'' ( ANNUAL E.X1',Ji:~.ED},;PRIC:El,.,.,, Civi1Serve 6 $3,000 $18,000 Annual ,600 software support & maintenance Civi1Serve 1 3,500 3,500 Web Ir:.terface Civi1Serve 0 ~ Web Interface Annual i Support Crystal 395 Reports Professional Customization ,250 hrs Installation 8 hrs 150 1,200 Additional Terms: NONE. M,' by the terms of the Software Maintenance Agreement to Magoun Name: Bow Drewel Title: County Executive Steven J. Sladek

17 Code 1 Inc. ~ERPETUAL _SOFTWARE_ LICENSE AGREEMENTj SoftCode, Inc., DEFINITIONS.ce:::u t ford L

18 2. GRANT

19 TERMS OF PAYMENT LIABILITY/WARRANTY v-1a s rccci vi:;d so:':.ware is tair:0:d! ;_ i) an wi h the speci~

20

21 INSTALLATION, TRAINING AND ACCEPTANCE EXPORT LAW COMPLIANCE

22 7. NONDISCLOSURE

23 CUSTOMER REFERENCE GOVERNING LAW 10. AUDIT 11. SEVERABILITY; WAIVER ~2. ASSIG?-~N'T 13. NOTICE

24 14. TERM AND TERMINATION 1S. SOURCE CODE ESCROW C' t=. f le 16. ENTIRE AGREEMENT

25 BY SIGNING ilow, BOTH PARTIES AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. SOFTCODE, I I COUNTY SCHEDULE A: tperpetual SOFTWARE LICENSE AGREEMENT] Civi1Serve Annua.:. sof-:ware support: & maintenance Civi1Serve Web Interface Civi1Serve Web Interface Annual 6 l ljnit PRICE 700 EXTENDED Crystal Reports Professional Customization 10 hrs Installation 8 hrs "" ~----,----~---" ! Additional Terms: None

26 ~PETUAL SOFTWARE _LICENSE. AGREEMENT] SCHEDULE B: Snohomish County Sheriff's Office Quote Number Quote Date 02/14/2003 Civi1Serve Quotation Unit Cost Total Annual Software Civi/Serve Civil Process System {per user) 3, ,000 Support Annual software support & maintenance (per user) See Annual Support Terms Below 3,600 Database/Other MS-SQL Database & Licenses to be provided by County CivilServe Web Interface ,500 CivilServe Web Interface Annual Support Crystal Reports Professional 395 Training {on site) Per day. (Travel & Living expenses not included) Special {5 day training for $3,500.00) save $1, ,500 Installation Software Installation (per hr) T&L expenses not included ,200 T & L Expense Total T & L expenses for both Installation and Training 2, ,650 Customization Allowance for modifications to meet county needs (per hr) ,250 Conversion Existing data if required. (per hour) 100 Total Software Investment First Year Support Investment Grand Total Investment for First Year $30,100 $34,400 $4,300 * 25% payment/deposit of total contract is due, NET 30 days after County Purchase Order or SoftCode contracts are executed. Balance is due NET 30 days after Go-Live date. * Lease figures are estimates and change daily. * Quote good for 90 days from quote date above. * 90 day money back guarantee from date of installation. * Quote assumes system requirements are met. * Conversion pricing, if needed, can only be given after sample data is received with documentation. SoftCode may require up to 60 days from receipt of PO for installation & training to be scheduled.

27 * Travel & Living expense is a fixed cost & includes all expenses for both Training & Installation. No receipts will be provided to County. Annual Support Terms: Within the first 90 days (after mstallation), for eve,y day of on-site trainmg purchased, the county receives five (5) hours of phone support. After the first 90 days, the support allotment is three (3) hours per user for the remainder of the 12 month term. The cost for additional support if the county goes over and above the time provided during these two time periods is $125 per hour. Support also includes upgrades & enhancements to the licensed products.

28 iperpe TUAL. SOFTWARE LICENSE AGREEMENTJ c ~ SCHEDULE C: Civi!Serve Implementation Statement With Timclines & Deliverables SoftCode will appoint a project manager to manage all tasks related to the implementation of Civi!Serve and identify which tasks Snohomish County is responsible for. During the implementation, SoftCode's project manager will work closely with Snohomish County's project manager or contact to ensure a smooth and successful implementation. Communication with Snohomish County is key in making it successful. The preparation work prior to Snohomish County's installation is the most critical phase in the process. During this phase SoftCode will work with Snohomish County to understand their business requirements on how Snohomish County's Sheriffs Civil Department works. Once SoftCode understands the Civil Department's business rules they will set up a CivilServe database, configured specifically for the way do business. After the database is set up, SoftCode will review CivilServe's functionality with key people from Snohomish County's Sheriff's Civil Department to ensure that the configuration meets their needs. CivilServe's inherent flexibility has allowed us to build in requirements for many different Counties utilizing our extensive configuration capabilities. Below is a detailed project plan for getting Snohomish County up and running on CivilServe. The duration of the tasks depends on the requirements for Snohomish County. The average duration of a Civi1Serve implementation has been a month and a half to two months. As soon as Civil Serve receives confinnation of Snohomish County's purchase order, our project manager will contact Snohomish County to schedule and finalize a project timeline. Step 1. Receipt of fully executed agreement or Purchase Order from Snohomish County. Step 2. Send Welcome Kit to Snohomish County ( I week after Step 1) The welcome kit contains information and instructions needed to assist Snohomish County in providing us with the necessary information to configure the Civi!Serw product including all repons, forms, and letters. Step 3. Welcome Kit conference call (l week after Step 2). The purpose of this call will be to discuss what information and when the information needs to be provided by Snohomish County regarding product configuration. During this call Installation and Training will also be scheduled. Step 4. SoftCode sets-up and configures the Civi!Serve database based on information provided by Snohomish County (2 weeks after Step 3). Step 5. SoftCode's installer visits Snohomish County and installs Civil Serve System. (Usually l -2 weeks prior to Training). Step 6. Administrator Conference Call. The purpose of this call is to ensure the database is properly set-up based on information provided by Snohomish County via the Welcome Kit This is in preparation for Training to confirm product configuration specifics. Step 7. Civil Serve Product Training. Snohomish County has contracted for l week of on-site training. Three days will be on-hands classroom training and the last two days will be ' go-live" days with the trainer assisting Snohomish County Sheriffs personnel with the input of live data into your system. Step 8. Go-Live Date. Snohomish County begins to utilize Civi!Servc on a production basis. Step 9. Post Implementation Conference Calls. Usually held weekly for the first 2 months to ensure all aspects of the system are operating as expected and to answer any operational questions that may arise.

29 This Schedule is governed by the terms of the Perpetual Software License Agreement which it is attached. SNOHOMISH COUNTY By: Name: Bob Drewel