A
MENDMENT
T
his first amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler” or “Contractor”) and the City of Cupertino, California, with offices at 10300 Torre Avenue, Cupertino, California 95014 (“Client” or “City”).
WHEREAS, Tyler and the Client are parties to an agreement dated June 9, 2014 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows:
1. S
ection 1 Term (added to the Agreement through Exhibit 1 of an amendment dated April 25, 2019) is modified to read as follows:
We provide maintenance and support services on an annual basis. The initial term commences on 7/1/2019 and remains in effect through 6/30/2028. The term may renew for successive one (1) y
ear renewal terms through mutual agreement of the parties at Tyler’s then-current rates; C
lient may indicate its agreement to the upcoming renewal term through timely payment of the annual invoice for that upcoming renewal term.
2. S
ection 2 Maintenance and Support Fees (added to the Agreement through Exhibit 1 of an amendment dated April 25, 2019) is modified to read as follows: “Your maintenance and support fees for the term through June 30, 2028, for the Tyler software is listed below, in the total amount, including a contingency, of $672,924.92.
Fiscal Year Price Services Provided
FY24 (July 1, 2023–June 30, 2024) $110,711.32 Maintenance and Support FY25 (July 1, 2024–June 30, 2025) $116,246.89 Maintenance and Support FY26 (July 1, 2025–June 30, 2026) $122,059.23 Maintenance and Support FY27 (July 1, 2026–June 30, 2027) $128,162.19 Maintenance and Support FY28 (July 1, 2027–June 30, 2028) $134,570.30 Maintenance and Support 10 % Contingency $61,174.99 Software Enhancements
New not-to-exceed Total $672,924.92
C
ontractor reserves the right to suspend maintenance and support if City fails to pay undisputed maintenance and support fees within thirty (30) days of Tyler’s written notice. Contractor will reinstate maintenance and support services only if City pays all past due maintenance and support fees, including all fees for the period(s) during which services were suspended.”
3. S
chedule A of Exhibit 1 of the amendment dated April 25, 2019) is hereby replaced with the Schedule A attached to this Amendment.
4. Termination for Convenience. City may terminate this Agreement for convenience on sixty (60) days’ written notice to Tyler. In the event of City’s termination for convenience, Contractor will b
e paid for all fees and expenses related to the software, products, and/or services City has received, or Contractor has incurred or delivered, prior to the effective date of termination.
ATTACHMENT A
5. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
6. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Cupertino, CA
By: By:
Name: Name:
Title: Title:
Date: Date:
Christipher D. Jensen
City Attorney
Kirsten Squarcia
City Clerk
Exhibit 1
Schedule A
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most “how-to” and configuration- based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.
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, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) 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. (4) Tyler University – online training courses on Tyler products.
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). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.
New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set 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 response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.
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 incident. Once the incident has been confirmed,
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 incident. Once the incident has been confirmed,
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.
Priority
Level Characteristics of Support Incident Resolution Targets* 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 incident. Once the incident has been confirmed,
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, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
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 of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system 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.