21-0302_TYLER TECHNOLOGIES, INC._Software Service AgreementSOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement.
WHEREAS, Tyler and Client have negotiated a Statement of Work to define the products and services
that will be provided by Tyler pursuant to 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 Software as a 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 the City of San Juan Capistrano, California.
•“Data” means your data necessary to utilize the Tyler Software.
•“Data Storage Capacity” means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
•“Defect” means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, the current Documentation, 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.
•“Defined Users” means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary.
•“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 by which both your and our authorized representatives have
signed 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, public health
emergency, 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 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.
•“Phase” shall mean the particular phase/stage of implementation of the Tyler Software and
Services as set forth in the Statement of Work.
•“Project Schedule” means the schedule for the performance of the Services as set forth in the
Statement of Work.
•“SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary.
•“SaaS Services” means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
•“SLA” means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
•“Statement of Work” means the scope of work that sets forth in detail the services to be
performed by Tyler describing how our professional services will be provided to implement the
Tyler Software, and outlining your and our roles and responsibilities in connection with that
implementation. The Statement of Work is attached as Exhibit E.
•“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 Hardware” means the third party hardware, if any, identified in the Investment
Summary.
•“Third Party Products” means the Third Party Software and Third Party Hardware.
•“Third Party Services” means the third party services, if any, identified in the Investment
Summary.
•“Third Party Software” means the third party software, if any, identified in the Investment
Summary.
•“Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
•“Tyler” means Tyler Technologies, Inc., a Delaware corporation.
•“Tyler Software” means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
•“we”, “us”, “our” and similar terms mean Tyler.
•“you” and similar terms mean Client.
SECTION B – SAAS SERVICES
1.Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are
receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms
and conditions of this Agreement including, without limitation, Section B(4). We will make any such
software available to you for download.
2.SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined
Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate
with the overage(s). Tyler will give Client notice if it is within ten percent (10%) of its Data Storage
Capacity and the opportunity to increase such Data Storage Capacity or purge unneeded or
historical data. If Client exceeds the number of Defined Users inadvertently, there will be no
additional charge provided that such exceedance does not recur within the next six (6) month
period.
3.Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4.Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party’s business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) license, sell, rent,
lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5.Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted, we will use all
reasonable efforts, consistent with industry standards, and at no cost to you, to cure the Defect in
accordance with the maintenance and support process set forth in Section C(9), below, the SLA and
our then current Support Call Process.
6.SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on
Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will
provide you with a summary of our compliance report(s) or its equivalent. Every year
thereafter, for so long as the NDA is in effect and in which you make a written request, we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 We have fully-redundant telecommunications access, electrical power, and the required
hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event any of your Data has been lost or damaged due to an act or omission of
Tyler or its subcontractors or due to a defect in Tyler’s software, we will use best commercial
efforts to restore all the Data on servers in accordance with the architectural design’s
capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall
the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours from
declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable
period during which your Data may be lost, measured in relation to a disaster we declare, said
declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster, our Recovery Time Objective (“RTO”) is twenty-four (24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare a
disaster, within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.7 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.10 Where applicable with respect to our applications that take or process card payment data, we
are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS. We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance, which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
6.11 Upon your advance written notice, we will provide for electronic download a full back up of all
Data which is hosted on our servers within five (5) business days. We reserve the right to charge
you an administrative fee depending on the frequency of your requests.
SECTION C – OTHER PROFESSIONAL SERVICES
1.Other Professional Services. We will provide you with qualified personnel familiar with Tyler
Software to provide the Services. The fees for and quantity of Services will be as set forth in the
Investment Summary. You will receive those services as described in the Statement of Work, which
outlines roles and responsibilities in calendar and project documentation.
2.Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3.Project Staffing. We agree to the following regarding our personnel:
3.1 Services will be provided by our personnel in accordance with the requirements of the
Statement of Work.
3.2 As a general principal, Tyler will use reasonable efforts to maintain the continuity of its
personnel to provide a team that is knowledgeable about the requirements of the Client in
connection with carrying out the Services. In the event any of our personnel are, in your
reasonable opinion, uncooperative, inept, incompetent, or otherwise do not conform to the
warranties herein, we will be given an opportunity to correct the deficiency. In the event the
deficiency persists, you may request via written request to us, the removal of the personnel in
question. We will work towards a mutually agreeable remedy in the event of a change in
personnel, including managing the effect upon the timelines and milestones set forth in the
Statement of Work and the Project Schedule. The replacement personnel will be timely
assigned. Replacement personnel shall, at no additional cost to you, devote sufficient time to
becoming familiar with the project before delivering services to you.
3.3 We will make commercially reasonable efforts not to remove our personnel during your
implementation. If we determine such a removal is necessary, we will replace and assign a
replacement as soon as reasonably possible.
4.Additional Services. The Investment Summary contains, and the Statement of Work describes, the
scope of services and related costs (including programming and/or interface estimates, if and as
applicable) required for the project based on our understanding of the specifications you supplied.
If additional work is required beyond the scope as described herein, or if you request additional
services, we will provide you with an addendum or change order, as applicable, outlining the costs
for the additional work and any impact on the Project Schedule. The price quotes in the addendum
or change order will be valid for thirty (30) days from the date of the quote.
5.Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if you repeatedly, with “repeatedly” understood to mean more than one
time in a calendar year, cancel mutually scheduled services less than two (2) weeks in advance
(other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses
incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we
are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in
the event you cancel within two (2) weeks of scheduled commitments.
6.Services Warranty. We will perform the services in a professional, workmanlike manner, consistent
with industry standards and the requirements set forth in the Statement of Work. We further agree
at all times to maintain an adequate staff of experienced and qualified employees for efficient
performance under this Agreement. In the event we provide services that do not conform to this
warranty, we will re-perform such services at no additional cost to you.
7.Covenants of Tyler.
7.1 Tyler agrees that all persons working for or on behalf of Tyler whose duties bring them upon the
Client’s premises shall obey the rules and regulations that are established by the Client and
communicated to Tyler in advance of the Effective Date and shall comply with the reasonable
directions of the Client’s officers.
7.2 Tyler agrees that, in the event of an accident caused by Tyler, Tyler will timely notify the Client’s
contact person and thereafter, if requested, furnish a full written report of such accident.
7.3 Tyler shall perform the services contemplated in the Agreement without interfering in any way
with the activities of the Client’s staff or visitors, except as reasonably necessary to perform the
requirements of this Agreement.
7.4 Tyler and its employees or agents shall have the right to use only those facilities of the Client
that are reasonably necessary to perform services under this Agreement and shall have no right
to access any other facilities of the Client. The Client shall also extend parking privileges to
properly identified members of Tyler's full-time staff on the same basis as they are extended to
the Client’s staff
8.Site Access and Requirements. Subject to coordination with the City Project Manager, At no cost to
us, you agree to provide us with full and free access to your personnel, facilities, and equipment as
may be reasonably necessary for us to provide implementation services, subject to any reasonable
security protocols or other written policies provided to us as of the Effective Date, and thereafter as
mutually agreed to by you and us.
9.Background Checks. For at least the past twelve (12) years, all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
10.Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation as agreed to in the Project Schedule. This
cooperation includes at least working with us to schedule the implementation-related services
outlined in this Agreement and the Statement of Work. We will not be liable for failure to meet any
deadlines and milestones when such failure is due to Force Majeure or to the failure by your
personnel to provide such cooperation and assistance (either through action or omission).
Notwithstanding the foregoing, in the event that your personnel have not provided cooperation or
information necessary for Tyler to timely perform the Services, Tyler will give prompt written notice
of such failure and the expected impact on the Project Schedule to you so that you can take
remedial action.
11.Project Schedule/Acceptance Testing.
11.1 The parties will develop a project schedule that details both Tyler and Client’s responsibilities,
timeline for project activities, phases, milestones, and deliverables (“Project Schedule”) in
connection with Tyler’s performance of the Services. The Project Schedule should be in
sufficient detail to specify the deliverables, conversion, training, testing, acceptance,
configuration, modification, integration, and live operation activities. The Project Schedule will
comply with any agreed upon major milestones or project completion dates.
11.2 In an effort to ensure that smooth implementation of the Services and assist the Parties in
adhering to the Project Schedule, as the same may be revised from time to time in accordance
with the Statement of Work, Tyler has agreed to assign an experienced project manager that
has multiple successful implementations of the Tyler Software being acquired by Client.
11.3 Tyler Software Acceptance. The Client will use the following acceptance process for each
Phase, as defined in the Statement of Work:
11.3.1 At the end of each Phase, Client will have a maximum of a forty-five (45) calendar day
“Test Period” to test the Tyler Software in live production that is made available
during such Phase as part of the SaaS Services and report documented Defects. If
there are no Defects reported during the Test Period the Client shall issue “Phase
Acceptance.” If Client reports a documented Defect during the Test Period, Client will
notify Tyler in writing. Tyler will correct the Defect(s) or provide a mutually agreeable
plan for future resolution of any Defect(s). A dispute with respect to the plan shall be
addressed pursuant to the Dispute Resolution Process of this Agreement. Upon
resolution of a Defect during the Test Period, Client may re-perform testing for a
maximum of fifteen (15) calendar days. This procedure shall repeat until all Defects
have either been resolved or the Client and Tyler, reasonably have developed a
mutually agreeable schedule for Defect resolution, at which point the Client shall issue
Phase Acceptance.
11.3.2 Upon the completion of Phase Acceptance for all Phases set forth in the Statement of
Work, Client will have a maximum of a ninety (90) calendar day “Test Period” to test
the Tyler Software in live production that all Phases of the Tyler Software are properly
functioning together as an integrated system, including any interfaces that are being
provided by Tyler pursuant to the Statement of Work, and report documented
Defects. If there are no Defects reported during the Test Period the Client shall issue
“Final Acceptance.” If Client reports a documented Defect during the Test Period of
the live production testing, Client will notify Tyler in writing. Tyler will correct the
Defect(s) or provide a mutually agreeable plan for future resolution of any Defect(s). A
dispute with respect to the plan shall be addressed pursuant to the Dispute Resolution
Process of this Agreement. Upon resolution of a Defect during the Test Period, Client
may re-perform testing for a maximum of fifteen (15) calendar days. This procedure
shall repeat until all Defects have either been resolved or the Client and Tyler,
reasonably cooperating, have developed a mutually agreeable schedule for Defect
resolution, at which point the Client shall issue Final Acceptance. This process shall
repeat for all Phases. Upon “Phase Acceptance” of the last Phase of the project and
Final Acceptance, Client shall issue “Project Closure.”
12.Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
12.1 perform our maintenance and support obligations in a professional, good, and
workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler
Software (subject to any applicable release life cycle policy);
12.2 provide support during our established support hours;
12.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software
and Third Party Software, if any, in order to provide maintenance and support services;
12.4 make available to you all major and minor releases to the Tyler Software (including
updates and enhancements) that we make generally available without additional charge to
customers who have a maintenance and support agreement in effect; and
12.5 provide non-Defect resolution support of prior releases of the Tyler Software in
accordance with any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event, we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way, you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or (d) support outside our normal business hours as listed in our then-
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1) weeks’ advance notice.
SECTION D – THIRD PARTY PRODUCTS
1.Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2.Third Party Software. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3.Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4.Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1.Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2.Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. If you fail to pay an undisputed invoice within fifteen
(15) days, we will notify via email the party identified for notices in this agreement that payment has
not been received. Upon receipt of that email, client will have fifteen (15) days to pay the
undisputed invoice. In the event that the undisputed invoice is not paid within that period, Tyler will
inform via email the party identified for notices in this agreement of our intent to suspend delivery
of all SaaS Services, including maintenance and support services.
SECTION F – TERM AND TERMINATION
1. Term. The initial term of this Agreement is ten (10) years from the first day of the first month
following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the
initial term, this Agreement will renew automatically for additional one (1) year renewal terms at
our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior
to the end of the then-current renewal term. Your right to access or use the Tyler Software and the
SaaS Services will terminate at the end of this Agreement.
2.Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don’t cure such failure to pay within sixty (60) days of receiving
written notice of our intent to terminate.
2.2 For Cause. You may terminate this Agreement for cause in the event we do not cure, or create
a mutually agreeable action plan to address, a material breach of this Agreement within thirty
(30) days of receiving written notice of the alleged breach. You agree to comply with Section
H(3), Dispute Resolution, prior to termination.
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
prevents Tyler from providing the SaaS Services in accordance with the terms of this Agreement
for the period set forth in Section H, Paragraph 9.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
2.5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during
the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall
pay us the following early termination fees:
a.if you terminate during the first year of the initial term, 100% of the SaaS Fees through
the date of termination plus 25% of the SaaS Fees then due for the remainder of the
initial term;
b.if you terminate during the second year of the initial term, 100% of the SaaS Fees
through the date of termination plus 15% of the SaaS Fees then due for the remainder
of the initial term; and
c.if you terminate after the second year of the initial term, 100% of the SaaS Fees through
the date of termination plus 10% of the SaaS Fees then due for the remainder of the
initial term.
SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1.Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2.General Indemnification.
2.1 We will indemnify, hold harmless, and defend you and your agents, officials, and employees
from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses
(including reasonable attorney's fees and costs) for (a) personal injury or property damage to
the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS
requirements or a law applicable to our performance under this Agreement. You must notify us
promptly in writing of the claim and give us sole control over its defense or settlement. You
agree to provide us with reasonable assistance, cooperation, and information in defending the
claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify, hold harmless and defend us and
our agents, officials, and employees from and against any and all third-party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
2.3 The indemnifying party shall assume the defense of the indemnified party pursuant to the
provisions of the paragraphs above within thirty (30) days of receipt of written notice, or sooner
as reasonably necessary, and shall reimburse the indemnified party for any legal cost or
expense, including attorney’s fees, reasonably incurred by the indemnified party prior to the
assumption of such defense. The indemnified party shall have the right to participate in the
defense with counsel of its own choice and at its own cost. The indemnifying party shall not
enter into any settlement of a claim requiring payment by the indemnified party or actions
otherwise not contemplated herein without the written agreement of the indemnified party.
3.DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT 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 AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(1), TWO (2) MULTIPLIED BY THE TOTAL FEES AMOUNT LISTED IN THE INVESTMENT
SUMMARY; OR (B) DURING ANY RENEWAL TERM, TWO (2) MULTIPLIED THE THEN-CURRENT
ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION
OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL
PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(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 Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000, per
occurrence and $2,000,000 in aggregate; (b) Automobile Liability of at least $1,000,000 combined
single limit; (c) Professional Liability of at least $5,000,000; (d) Workers Compensation complying
with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We
will add you as an additional insured to our Commercial General Liability and Automobile Liability
policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability
policy as well. We will provide you with copies of certificates of insurance upon your written
request.
SECTION H – 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 by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired, you may purchase additional products and services at our then-current list
price, also by executing a mutually agreed addendum. The terms of this 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.
3.1 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 convene
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, then the parties shall participate in non-binding mediation in an
effort to resolve the dispute. If the dispute remains unresolved after mediation, then 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.
3.2 In the event that the parties are unable to resolve differences, and after exhausting the
escalation procedures set forth in sub-section 3.1 above, all disputes arising from this
Agreement shall be resolved through the courts referenced in sub-section 24 below.
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 responsible for paying our income taxes, both federal and state, as
applicable, arising from our performance of this Agreement.
5.Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6.E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7.Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld. You shall have the right to approve all
subcontractors we assign, if any, to fulfill our roles and responsibilities defined in the Statement of
Work. In the event any subcontractor is, in your opinion, uncooperative, inept, incompetent, or
otherwise do not conform to the warranties herein, we will be given an opportunity to correct the
deficiency. In the event the deficiency persists, you may request the removal of the subcontractor
in question. We will work towards a mutually agreeable remedy in the event of a change in
subcontractor, including managing the effect upon the timelines and milestones set forth in the
Statement of Work and the Project Schedule. The replacement subcontractor will be timely
assigned. Replacement subcontractor shall, at no additional cost to you, devote sufficient time to
becoming familiar with the project before delivering services to you.
8.Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9.Force Majeure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however, that within ten (10) business days of the Force Majeure event , the
party whose performance is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event. Under no circumstances shall delays caused by a
force majeure extend beyond one hundred twenty (120) days from the scheduled delivery or
completion date of a task, unless written approval is received from the other party. Either party
shall have the right to terminate the Agreement if force majeure suspends performance of
scheduled tasks by one or more parties for a period of one hundred-twenty (120) or more days from
the scheduled date of the task.
10.No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11.Entire Agreement; Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations, whether written, oral, expressed, implied, or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement, and any
change in the scope of Services, including pricing and schedule may only be modified by a written
amendment signed by an authorized representative of each party. We will not be entitled to any
fees for any work outside of the scope of this Agreement without a written amendment or change
order or other written agreement by you.
12.Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13.No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non-enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non-enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14.Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15.Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of proof of delivery by
an overnight courier or agent of the receiving party; (c) upon receipt by sender of a return e-mail as
proof of email delivery. Notices will be addressed to the other party at the address set forth on the
signature page hereto or such other address as the party may have designated by proper notice.
The consequences for the failure to receive a notice due to improper notification by the intended
receiving party of a change in address will be borne by the intended receiving party. Where formal
notice is not required, the parties may communicate via electronic mail, video conference or
telephonically on a day to day basis with respect to the implementation of the Agreement.
16.Advertising and Client Lists. Tyler shall not use, in its external advertising, marketing programs, or
other promotional efforts, any data, pictures, or other representation of the Client unless Tyler
receives specific written authorization in advance from the Client’s City Manager. However, nothing
in this clause shall preclude Tyler from listing the Client on its routine client list for matters of
reference.
17.Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes, without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. Client Data will be treated as
confidential information. Each party agrees that it will not disclose any confidential information
(including Personal Identifying Information as such term is defined under applicable federal and
state laws ) of the other party and further agrees to take all reasonable and appropriate action to
prevent such disclosure by its employees or agents. The confidentiality covenants contained herein
will survive the termination or cancellation of this Agreement. This obligation of confidentiality will
not apply to information that:
(a)is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b)a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c)a party receives from a third party who has a legal right to disclose it to the receiving party;
or
(d)is the subject of a legitimate disclosure request under a court order or other legal process or
the Public Records Act or similar applicable public disclosure laws governing this Agreement;
provided, however, that in the event (i) a party receives a court order or other legal
process, it will notify the other party and cooperate with such party to obtain a protective
order; and (ii) if Client receives an open records or other similar request, you will give us
prompt notice and apply such exceptions to disclosure as may be applicable.
18.Business License. We will be responsible for obtaining any licenses or approvals necessary to do
business in the State of California. In the event a local business license is required for us to perform
services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or
contact information so that we may timely obtain such license.
19.Governing Law & Compliance with Laws, Rules and Regulations.
20.1 This Agreement will be governed by and construed in accordance with the laws of the State of
California, without regard to its rules on conflicts of law. The venue for any action brought to
enforce the terms of this Agreement will be brought in the Superior Court of the County of
Riverside, State of California or the Federal District Court for the Central District of California
located in Riverside, California, as appropriate.
20.2 We will comply with applicable laws, rules and regulations in effect as of the Effective Date,
and the software, services, and fees set forth in the Investment Summary account for those
compliance efforts based on the mutually agreed scope of the project. Our compliance
includes support for the reports we make available as of the Effective Date. We may also
provide compliance updates of general applicability to users of the Tyler Software from time
to time at no cost to you as further described in the Maintenance and Support Agreement. In
the event any applicable laws, rules or regulations change or are created after the Effective
Date, and we determine that compliance will create additional work for us not provided for in
this Agreement, the parties will negotiate a mutually agreeable change order to address the
development. The change order may itemize a one-time cost for compliance, or may set forth
a commensurate adjustment to your ongoing maintenance and support fees. We also reserve
the right to negotiate with you an adjustment to other terms and conditions in the Agreement
that are impacted by the change in applicable law, rule or regulation, your consent to such
adjustment not to be unreasonably withheld
20.Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
21.Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing, to the scope and circumstances of that cooperative procurement.
22.Survival. All duties and responsibilities of any party that, either expressly or by their nature, extend
into the future, shall extend beyond and survive the end of the contract term or cancellation of this
Agreement.
23.Non-Collusion. Tyler hereby represents and agrees that it has in no way entered into any contingent
fee arrangement with any firm, employee of the Client, or other person or entity concerning the
obtaining of this Agreement. In addition, Tyler agrees that a duly authorized Tyler representative will
sign a non-collusion affidavit, in a form acceptable to Client that Tyler has not received from Client
any incentive or special payments, or considerations not related to the provision of the Software
and Services described in this Agreement.
24.Conflict of Interest. Tyler shall not knowingly employ as a director, officer, employee, agent, or
subcontractor any elected or appointed official of the Client or any member of his/her immediate
family.
25.Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Statement of Work
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
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Quoted By:Jennifer WahlbrinkDate:2/16/2021Quote Expiration: 3/26/2021Quote Name:City of San Juan Capistrano-ERP-MunisQuote Number: 2019-99417-3Quote Description: 2-16-21 v.4 - FINAL 5yr SaaSSales Quotation ForCity of San Juan Capistrano32400 Paseo AdelantoSan Juan Capistrano, CA 92675-3603Phone +1 (949) 493-1171SaaSOne Time FeesDescription# YearsAnnual FeeImpl. HoursImpl. CostData ConversionFinancial:Accounting/GL5.0 $26,044.00120 $21,000.00 $7,600.00Accounts Payable5.0$7,267.0032$5,600.00$0.00Bid Management5.0 $2,830.0024 $4,200.00$0.00Budgeting5.0$7,267.0056$9,800.00$0.00Capital Assets5.0 $6,085.0048 $8,400.00$0.00Cash Management5.0$4,400.0032$5,600.00$0.00Contract Management5.0 $2,818.0024 $4,200.00 $4,000.00Project & Grant Accounting5.0$4,938.0032$5,600.00$0.00Purchasing5.0 $10,705.0088 $15,400.00$0.00Human Capital Management:ExecuTime Time & Attendance Mobile Access5.0 $2,553.000$0.00$0.00ExecuTime Time & Attendance5.0$9,349.00104$18,200.00$0.00Human Resources & Talent Management5.0 $10,517.00120 $21,000.00$0.00Payroll w/ESS5.0$13,296.00240$42,000.00$6,600.00Revenue:Accounts Receivable5.0 $5,350.0072 $12,600.00$0.00General Billing5.0$3,500.0032$5,600.00$5,500.002019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaS CONFIDENTIAL1 of 8
SaaSOne Time FeesDescription# YearsAnnual FeeImpl. HoursImpl. CostData ConversionProductivity:eProcurement5.0 $4,369.0024 $4,200.00$0.00Munis Analytics & Reporting (SaaS)5.0$4,832.0088$15,400.00$0.00Tyler Content Manager SE5.0 $10,364.0032 $5,600.00$0.00Tyler ReadyForms Processing (including Common Form Set)5.0$6,214.000$0.00$0.00Sub-Total: $142,698.00 $204,400.00 $23,700.00Less Discount:$42,810.00 $0.00$0.00TOTAL: $99,888.001168 $204,400.00 $23,700.00Other ServicesDescriptionQuantityUnit PriceUnit DiscountExtended PriceProject Management 144$175.00$0.00$25,200.00VPN Device 1$4,000.00$0.00$4,000.00TOTAL:$29,200.003rd Party Hardware, Software and ServicesDescriptionQuantityUnit PriceUnit DiscountTotal PriceUnit MaintenanceUnit MaintenanceDiscountTotal Year OneMaintenanceTouchscreen 10: Biometric and BarcodeReader Premium Maintenance1 $0.00 $0.00$0.00$361.00$0.00$361.00Touchscreen 10: Biometric and BarcodeReader1$3,010.00$0.00$3,010.00$0.00$0.00$0.00Touchscreen 10: Biometric and BarcodeReader Maintenance1 $0.00 $0.00$0.00$301.00$0.00$301.00Tyler Secure Signature System with 2Keys1$1,650.00$0.00$1,650.00$0.00$0.00$0.003rd Party Hardware Sub-Total: $0.00 $4,660.00 $0.00TOTAL: $4,660.00 $662.00SummaryOne Time Fees Recurring FeesTotal Tyler Software$0.00$0.00Total SaaS$0.00$99,888.002019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaS CONFIDENTIAL2 of 8
SummaryOne Time Fees Recurring FeesTotal Tyler Services$257,300.00$0.00Total 3rd Party Hardware, Software andServices $4,660.00$662.00Summary Total$261,960.00$100,550.00Contract Total$762,062.00 2019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaS CONFIDENTIAL3 of 8
Detailed Breakdown of Conversions (included in Contract Total)DescriptionUnit PriceUnit DiscountExtended PriceAccounts Payable - Checks up to 5 years$2,600.00$0.00$2,600.00Accounts Payable - Invoice up to 5 years $3,400.00$0.00$3,400.00Accounts Payable Standard Master$1,600.00$0.00$1,600.00Contracts $4,000.00$0.00$4,000.00General Billing - Bills up to 5 years$4,000.00$0.00$4,000.00General Billing Std CID $1,500.00$0.00$1,500.00Payroll - Accrual Balances$1,500.00$0.00$1,500.00Payroll - Accumulators up to 5 years $1,400.00$0.00$1,400.00Payroll - Check History up to 5 years$1,200.00$0.00$1,200.00Payroll - Earning/Deduction Hist up to 5 years $2,500.00$0.00$2,500.00TOTAL:$23,700.002019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaS CONFIDENTIAL4 of 8
Optional SaaSOne Time FeesDescription# YearsAnnual FeeImpl. HoursImpl. CostData ConversionFinancial:Employee Expense Reimbursement5.0 $3,090.0032 $5,600.00$0.00Human Capital Management:Recruiting5.0 $2,698.0024 $4,200.00$0.00Revenue:Tyler Cashiering5.0 $9,494.0040 $7,000.00$0.00UB Interface5.0$2,663.0016$2,800.00$0.00Utility Billing CIS5.0 $11,929.00128 $22,400.00 $27,200.00Productivity:Citizen Self Service5.0 $5,350.0040 $7,000.00$0.00Additional:CAFR Statement Builder5.0 $7,252.0032 $5,600.00$0.00Socrata Open Finance5.0$16,000.000$0.00$0.00Tyler Detect5.0 $22,000.000$0.00$0.00TOTAL:$80,476.00312 $54,600.00 $27,200.00Optional Tyler Software & Related ServicesDescriptionLicenseImpl. HoursImpl. CostData ConversionModule TotalYear One MaintenanceAdditional:Project Grant Accounting Standard - D $0.000$0.00 $2,000.00 $2,000.00 $0.00TOTAL: $0.000$0.00 $2,000.00 $2,000.00$0.00Optional Other ServicesDescriptionQuantityUnit PriceDiscountExtended PriceInstall Fee - Socrata Open Finance 1 $5,600.00 $0.00 $5,600.00Install Fee - Tyler Detect 1$1,000.00 $0.00 $1,000.00TOTAL: $6,600.002019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaS CONFIDENTIAL5 of 8
Optional Conversion Details (Prices Reflected Above)DescriptionUnit PriceUnit DiscountExtended PriceProject Grant Accounting Standard$2,000.00$0.00$2,000.00Utility Billing - Assessments$1,200.00$0.00 $1,200.00Utility Billing - Backflow$1,200.00$0.00$1,200.00Utility Billing - Balance Forward AR$5,600.00$0.00 $5,600.00Utility Billing - Budget Billing$3,600.00$0.00$3,600.00Utility Billing - Consumption History up to 5 years$2,000.00$0.00 $2,000.00Utility Billing - Flat Inventory/Containers$3,600.00$0.00$3,600.00Utility Billing - Service Orders$2,300.00$0.00 $2,300.00Utility Billing - Services$3,600.00$0.00$3,600.00Utility Billing - Standard$4,100.00$0.00 $4,100.00TOTAL:$29,200.00Optional 3rd Party Hardware, Software and ServicesDescriptionQuantityUnit PriceUnit DiscountTotal PriceUnit MaintenanceUnit MaintenanceDiscountTotal Year OneMaintenanceCash Drawer 1 $260.00 $0.00 $260.00$0.00 $0.00$0.00Hand Held Scanner - Model 1950GSR 1$450.00 $0.00 $450.00$0.00 $0.00 $0.00Hand Held Scanner Stand 1 $30.00 $0.00 $30.00$0.00 $0.00$0.00ID Tech MiniMag USB Reader 1$62.00 $0.00 $62.00$0.00 $0.00 $0.00Printer (TM-S9000) 1 $1,623.00 $0.00 $1,623.00$0.00 $0.00$0.003rd Party Hardware Sub-Total: $0.00 $2,425.00 $0.00TOTAL: $2,425.00 $0.00Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held forsix (6) months from the Quote date or the Effective Date of the contract, whichever is later.Customer Approval:Date: Print Name:P.O. #:All primary values quoted in US Dollars2019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaS CONFIDENTIAL6 of 8
CommentsTyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the Munis Web Client and the MUNIS Self Service applications ifhosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendorswho sell SSL Certificates, with all ranges of prices.The Tyler Software Product Tyler ReadyForms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks.Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of servicesdepends on such factors as your level of involvement in the project and the speed of knowledge transfer.Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining andremitting. Installations are completed remotely, but can be done onsite upon request at an additional cost.In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments.Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of aclass is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendeesof the initial training can thereafter train the remaining users.In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tylerapplications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager EnterpriseEdition.Payroll library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, 1 vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.General Billing library includes: 1 invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt.Includes digitizing two signatures, additional charges will apply for additional signatures.Personnel Actions Forms Library includes: 1 Personnel Action form - New and 1 Personnel Action Form - Change.Tyler's pricing is based on the scope of proposed products and services being obtained from Tyler. Should portions of the scope of products or services be removed by the Client,Tyler reserves the right to adjust prices for the remaining scope accordingly.Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.2019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaSCONFIDENTIAL7 of 8
CommentsTyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 1099S, and 1099G.Utility billing library includes: 1 Utility bill, 1 UB receipt, 1 UB delinquent notice, 1 door hanger and 1 final utility bill.The Munis SaaS fees are based on 50 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon anyresulting changes in the pricing categories.Utility Billing CIS includes the Graphing Agent.If a Tyler client desires clocks that do not have direct connectivity back to the network server ExecuTime resides on, then a VPN device installation, to be provided at Tyler's then-current prices, will be needed for every location where a clock may reside.Clocks will be shipped upon receipt of a signed quote or addendum. The warranty period starts when the clocks are shipped. The warranty period ends whichever occurs first,either 12 months after connecting the clocks to the ExecuTime software or 18 months from shipment.Clock prices include Tyler instruction regarding clock configuration and connection to the ExecuTime software. Client is responsible for clock installation and connection toapplicable network.Development modifications, interfaces and services, where applicable, shall be invoiced to the client in the following manner: 50% of total upon authorized signature to proceedon program specifications and the remaining 50% of total upon delivery of modifications, interface and services.Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional feesnot included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solutionprovided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.As a new Tyler client, you are entitled to a 30-day trial of the Tyler Detect cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for moreinformation on the service and contact CybersecuritySales@tylertech.com to initiate the trial.This proposal is submitted as a NTE service contract.2019-99417-3 - 2-16-21 v.4 - FINAL 5yr SaaSCONFIDENTIAL8 of 8
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1.SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial
term are set forth below. Upon expiration of the initial term, your annual SaaS fees will be at our
then-current rates.
Year 1: $99,888.00
Year 2: $99,888.00
Year 3: $99,888.00
Year 4: $99,888.00
Year 5: $99,888.00
Year 6: $104,882.00
Year 7: $104,882.00
Year 8: $104,882.00
Year 9: $104,882.00
Year 10: $104,882.00
2.Other Tyler Software and Services.
2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary. The foregoing notwithstanding, Client shall
retain 10% of the fees for Implementation services delivered (exclusive of Conversions,
Project Management and other Services fees), with such retainage to be invoiced by Tyler
on the scheduled live date of a phase. In the event a phase live is delayed, and such delay is
caused by Tyler’s failure to perform, the invoicing of the applicable retainage payment shall
be delayed an amount of time equal to the delay so caused by Tyler.
2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate, then we will bill you the actual services
delivered on a time and materials basis.
2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty (30) days of delivery; otherwise, the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
2.6 Other Fixed Price Services: Other fixed price services, including Project Management
Services, are invoiced upon complete delivery of the service. For the avoidance of doubt,
where “Project Planning Services” are provided, payment will be due upon delivery of the
Implementation Planning document.
3.Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
4.Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
Exhibit B
Schedule 1
Business Travel Policy
1.Air Travel
A.Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee’s total trip duration and the fare is within $100 (each way)
of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee’s total trip duration, the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have
many restrictions that outweigh the cost-savings.
B.Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
2.Ground Transportation
A.Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B.Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals; except for employees traveling to Alaska and internationally (excluding Canada),
additional insurance on the rental agreement should be declined.
C.Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the
airport, tips are included in the per diem rates and will not be reimbursed separately.
D.Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3.Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local
hotel, the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the
hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4.Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
A.Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B.Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5.Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the “lowest practical coach fare” with the exception of flights that are
six (6) or more consecutive hours in length. In such event, the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. All other support services are documented
in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals
and measures whether we have met those goals by tracking Attainment.
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter’s end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example, the support incident number(s) and the date, time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work
with you to identify the cause of the Downtime (including whether it may be the result of a Client Error
Incident or Force Majeure). We will also work with you to resume normal operations.
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible, we will provide you with the relief set forth below.
c. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client
Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 12% of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
Targeted Attainment Actual Attainment Client Relief
100% 98-99% Remedial action will be taken.
100% 96.00-97.99% 4% credit of fee for affected calendar quarter
will be posted to next billing cycle
100% 94.00-95.99% 8% credit of fee for affected calendar quarter
will be posted to next billing cycle
100% <94% 12% credit of fee for affected calendar
quarter will be posted to next billing cycle
You may request a report from us that documents the preceding quarter’s Service Availability, Downtime,
any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents,
and Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low-traffic
times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide
advance notice of those windows and will coordinate to the greatest extent possible with you.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure
to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request
that said failure be excused. That writing will at least include the essential details and circumstances
supporting our request for relief pursuant to this Section. You will not unreasonably withhold its
acceptance of such a request.
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1)Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients
with current maintenance agreements to collaborate with one another, share best practices and
resources, and access documentation.
(2)On-line submission (portal) – for less urgent and functionality-based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3)Email – for less urgent situations, users may submit unlimited emails directly to the software
support group.
(4)Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone
software support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1)Tyler Website – www.tylertech.com – for accessing client tools and other information including
support contact information.
(2)Tyler Community – available through login, Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3)Knowledgebase – A fully searchable depository of thousands of documents related to
procedures, best practices, release information, and job aides.
(4)Program Updates – where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday –
Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage
across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage
on these days.
New Year’s Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
Issue Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a
unique incident number. This system tracks the history of each incident. The incident tracking number is
used to track and reference open issues when clients contact support. Clients may track incidents, using
the incident number, through the portal at Tyler’s website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The
client is responsible for reasonably setting the priority of the incident per the chart below. This chart is
not intended to address every type of support incident, and certain “characteristics” may or may not
apply depending on whether the Tyler software has been deployed on customer infrastructure or the
Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the
importance of the issue and to describe generally expected responses and resolutions.
Priority
Level Characteristics of Support Incident Resolution Targets
1
Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of multiple
essential system functions.
Tyler shall provide an initial response to Priority Level 1
incidents within one (1) business hour of receipt of the
support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within one (1)
business day. For non-hosted customers, Tyler’s
responsibility for lost or corrupted Data is limited to
assisting the client in restoring its last available database.
2
High
Support incident that causes (a)
repeated, consistent failure of essential
functionality affecting more than one
user or (b) loss or corruption of Data.
Tyler shall provide an initial response to Priority Level 2
incidents within four (4) business hours of receipt of the
support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within ten (10)
business days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted Data is limited to
assisting the client in restoring its last available database.
3
Medium
Priority Level 1 incident with an existing
circumvention procedure, or a Priority
Level 2 incident that affects only one
user or for which there is an existing
circumvention procedure.
Tyler shall provide an initial response to Priority Level 3
incidents within one (1) business day of receipt of the
support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents
without the need for a circumvention procedure with the
next published maintenance update or service pack. For
non-hosted customers, Tyler’s responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database.
Priority
Level Characteristics of Support Incident Resolution Targets
4
Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level 4
incidents within two (2) business days. Tyler shall use
commercially reasonable efforts to resolve such support
incidents, as well as cosmetic issues, with a future
version release.
Incident Escalation
Tyler Technology’s software support consists of four levels of personnel:
(1)Level 1: front-line representatives
(2)Level 2: more senior in their support role, they assist front-line representatives and take on
escalated issues
(3)Level 3: assist in incident escalations and specialized client issues
(4)Level 4: responsible for the management of support teams for either a single product or a
product group
If a client feels they are not receiving the service needed, they may contact the appropriate Software
Support Manager. After receiving the incident tracking number, the manager will follow up on the open
issue and determine the necessary action to meet the client’s needs.
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately. A software support incident can be escalated by any of the following
methods:
(1)Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to
escalate an issue through management channels as described above.
(2)Email – clients can send an email to software support in order to escalate the priority of an issue
(3)On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client’s database, process or setup to diagnose a
problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote
support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup,
diagnose problems, or assist with screen navigation. More information about the remote support tool
Tyler uses is available upon request.
Exhibit D
DocOrigin End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit E
Statement of Work
Remainder of Page Intentionally Left Blank.
SOW from Tyler Technologies, Inc.
Presented to:
The City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Contact:
Katharina Howard
Email: Katharina.Howard@TylerTech.com
One Tyler Drive, Yarmouth, ME 04096
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As
illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to
efficiently and effectively complete the Project.
changes may result in less cost to The City of San Juan Capistrano; for example, The City of San Juan
Capistrano may decide it no longer needs a deliverable originally defined in the Project. The Change Request
will include the following information:
"The nature of the change.
"A good faith estimate of the additional cost or associated savings to The City of San Juan Capistrano, if
any.
"The timetable for implementing the change.
"The effect on and/or risk to the schedule, resource needs or resource responsibilities.
The City of San Juan Capistrano will use its good faith efforts to either approve or disapprove any Change
Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and The City of
San Juan Capistrano). Any changes to the Project scope, budget, or timeline must be documented and
approved in writing using a Change Request form. These changes constitute a formal amendment to the
Statement of Work and will supersede any conflicting term in the Statement of Work.
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (SMEs)Department HeadsEnd UsersTechnical LeadsConduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration
(Client
Responsible)
A R I I I
Refine
configuration (Tyler
Responsible)
I C A R C
Validate interface
process and results I C C A R C C
Update client-
specific process
documentation (if
applicable)
I C A R C
Updates to
Solution Validation
testing plan
C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support
future state decisions.
Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed client-specific process
documentation (completed by The City of
San Juan Capistrano)
"None
The composite hardware, network resources and services
required for the existence, operation and management of the
Tyler software.
A connection to and potential exchange of data with an external
system or application. Interfaces may be one way, with data
leaving the Tyler system to another system or data entering Tyler
from another system, or they may be bi-directional with data
both leaving and entering Tyler and another system.
A standard exchange or sharing of common data within the Tyler
system or between Tyler applications
The software from which a client is converting.
Custom enhancement of Tyler’s existing software to provide
features or functions to meet individual client requirements
documented within the scope of the Agreement.
Indicates the work location is at one or more of the client’s
physical office or work environments.
The process of changing an organization's strategies, processes,
procedures, technologies, and culture, as well as the effect of
such changes on the organization.
A product, result or service generated by a process.
An auxiliary device that connects to and works with the computer
in some way. Some examples: scanner, digital camera, printer.
A portion of the Project in which specific set of related
applications are typically implemented. Phases each have an
independent start, Go-Live and closure dates but use the same
Implementation Plans as other Phases of the Project. Phases may
overlap or be sequential and may have different Tyler resources
assigned.
The delivery of the software and services per the agreement and
the Statement of Work. A Project may be broken down into
multiple Phases.
A matrix describing the level of participation by various roles in
completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the
following roles for a given task: Responsible (R), Accountable (A),
Consulted (C), or Informed (I).
Indicates the work location is at one or more of Tyler’s physical
offices or work environments.
Those who ensure a task is completed, either by themselves or
delegating to another resource. [Also see RACI]
Products and services that are included in the Agreement.
The implementation of the contracted software product(s)
resulting in the connected system allowing users to meet Project
goals and gain anticipated efficiencies.
The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project.
Software functionality that is included in the base software (off-
the-shelf) package; is not customized or modified.
Document which will provide supporting detail to the Agreement
defining Project-specific activities, services and Deliverables.
The collective group of software and hardware that is used by the
organization to conduct business.
The steps or sequence of steps that will be used to validate or
confirm a piece of functionality, configuration, enhancement, or
Use Case Scenario.
Document(s) that indicate how and when users of the system will
be trained relevant to their role in the implementation or use of
the system.
The process of testing and approving that a specific Deliverable,
process, program or product is working as expected.
A hierarchical representation of a Project or Phase broken down
into smaller, more manageable components.
A group of related tasks within a project.