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i ATTACHMENT 2 O „0000O O O 00 tW (� �*�r 0 technologies 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 • `Tyler Agreement" means this License and Services Agreement. • "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 City of Pleasanton, California. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you,or their functional equivalent. 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. • "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 Tyler 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. • "Investment Summary" means the agreed upon cost proposal for the software, products, and services attached as Exhibit A. • "Invoicing and Payment Policy"means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "Maintenance and Support Agreement" means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party End User License Agreement(s)" means the end user license agreement(s), if any,for the Third Party Software attached as Exhibit D. ••:f•. tyle_r