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ATTACHMENT 2 LIMITED TO,ANY IMPLIED WARRANTIES,DUTIES,OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS TYLER AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS TYLER AGREEMENT,WHETHER BASED ON A THEORY OF CONTRACT OR TORT,INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE LIMITED TO THE LESSER OF(A)YOUR ACTUAL DIRECT DAMAGES OR(B)THE AMOUNTS PAID BY YOU UNDER THIS TYLER AGREEMENT. THE PRICES SET FORTH IN THIS TYLER AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1)AND H(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL,INCIDENTAL,PUNITIVE,INDIRECT,OR CONSEQUENTIAL DAMAGES WHATSOEVER,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Tyler Agreement,we agree to maintain the following levels of insurance: (a)Commercial General Liability of at least$1,000,000; (b)Automobile Liability of at least$1,000,000;(c)Professional Liability of at least$1,000,000;and (d)Workers Compensation complying with applicable statutory requirements. We will add you as an additional insured and provide you with copies of certificates of insurance as provided in Section 11 of the Professional Services Agreement between Tyler and Client. SECTION I—GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date,and thereafter at our then- current list price, by executing a mutually agreed addendum. The terms of this Tyler Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve(12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty(30)days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will meet within thirty(30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute,either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. This dispute resolution process does not modify Client's termination rights under Section 8 of the Professional Services Agreement between Tyler and Client. 4. Taxes. The fees in the Investment Summary do not include any taxes, including,without limitation,sales, use, or excise tax. If you are a tax-exempt entity,you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit,you agree to provide us with a copy. For clarity,we are 7 •4•. tyler