1 AMENDMENT
This 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”) and the City of Fullerton, California, with offices at 303 W. Commonwealth Avenue, Fullerton, California 92832 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement dated March 3, 2021 (“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 Client agree as follows:
1. Removing SaaS Services.
a. The following Tyler Software as a Service (SaaS) are hereby removed from the Agreement as of April 1, 2023:
Munis General Ledger API Toolkit
Munis Utility Billing API Toolkit
Central Property File
b. As of such date, Client’s right to access the above-listed software is terminated, as are Tyler’s obligations to maintain, support, host and update such software.
c. Client’s annual SaaS fees payment obligation commencing November 1, 2023 is hereby reduced by $11,356 with respect to the removal of the above-listed software (Munis General Ledger API Toolkit: $4,800; Munis Utility Billing API Toolkit: $4,800; Central Property File: $1,756).
d. In recognition of SaaS fees paid to Tyler for such software for the period April 1, 2023 – October 31, 2023 (Munis General Ledger API Toolkit: $2,800; Munis Utility Billing API Toolkit: $2,800; Central Property File: $1,024.33), Tyler hereby issues to Client a credit of $6,624.33. Client may apply such credit, in its discretion, to any fees due to Tyler under the Agreement. This Amendment, upon execution, shall serve as Client’s documentation for the credit issued (the executed Amendment is your credit invoice from Tyler).
2. Adding SaaS Services and Hardware. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment are hereby added to the Agreement as of the first day of the first month following the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the Agreement. Payment of
2 fees and costs for such items shall conform to the following terms:
a. The annual SaaS fees payable under the Agreement shall be increased in the amount of $4,000, for the Tyler Software added herein. The first year’s annual SaaS Fees shall be invoiced on the first day of the first month following the Amendment Effective Date, prorated for the time period commencing on such date and ending concurrently with the Client’s annual SaaS Term under the Agreement. Subsequent SaaS Fees shall be invoiced in accord with the terms of the Agreement.
b. Unless paid directly by an end user at the time of transaction, per transaction (order, call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Exhibit A and may be increased by Tyler upon notice of no less than thirty (30) days.
c. Hardware costs are invoiced upon delivery.
d. The first year maintenance fees for the Hardware is invoiced upon delivery.
3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
4. 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 Fullerton, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Exhibit 1
3 Exhibit 1
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail.
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2022-342427-Z7Z9L5 CONFIDENTIAL Page 1
Quoted By: Jennifer Wahlbrink
Quote Expiration: 02/25/23
Quote Name: City of Fullerton-EERP-Tyler
Payments
Quote Description: 12-14-22 City of Fullerton, CA -
TylerPayments v.1
Sales Quotation For:
City of Fullerton
303 W Commonwealth Ave
Fullerton CA 92832-1775
Phone: +1 (714) 738-6300
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Integrations
SnapLogic - Up to 5 Integrations 1 0 $ 4,000.00
TOTAL 0 $ 4,000.00
Payments
Use Case List Price Service % Min
Basis
Points Rate Cap POS Online IVR
Payments - Client Card Cost - Interchange Plus
Enterprise ERP
Enterprise ERP Payments General Billing 0.25% $ 0.25 X X X Enterprise ERP Payments Utility Billing 0.25% $ 0.25 X X X
2022-342427-Z7Z9L5 CONFIDENTIAL Page 2 Tyler Enterprise Payments CNG 0.25% $ 0.25 X X
Tyler Enterprise Payments Fire 0.25% $ 0.25 X X
Tyler Enterprise Payments Passport Office 0.25% $ 0.25 X X Tyler Enterprise Payments Library 0.25% $ 0.25 X X
Tyler Enterprise Payments Police Desk 0.25% $ 0.25 X X Enterprise Permitting & Licensing
Enterprise Permitting & Licensing
Payments Comm Dev 0.25% $ 0.25 X X
Enterprise Permitting & Licensing
Payments Public Works 0.25% $ 0.25 X X
Enterprise Permitting & Licensing
Payments Permits 0.25% $ 0.25 X X
Payments - Other Fees
Enterprise ERP
Client eCheck Cost $ 1.25
eCheck Rejects $ 5.00
Credit Card Chargebacks $ 15.00
Enterprise Permitting & Licensing
Client eCheck Cost $ 1.25
eCheck Rejects $ 5.00
Credit Card Chargebacks $ 15.00
Client Card Cost - Interchange Plus- per card transaction with Visa, MasterCard, Discover, and American Express for all transactions on top of industry- driven rates for bank fees, card brand fees, interchange fees, dues, assessments, and other processing fees.
IVR Cost - Additional $0.50 per transaction on top of Card and eCheck fee passed to the payer or absorbed.
Client eCheck Cost - Per electronic check transaction.
eCheck Reject - When an eCheck Transaction comes back as declined (e.g bounced check) 2022-342427-Z7Z9L5 CONFIDENTIAL Page 3 Credit Card Chargebacks – If a card payer disputes a transaction at the card issuing bank (e.g. stolen card) 3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Payments Lane 3000 Annual Terminal Purchase 1 $ 419.00 $ 0.00 $ 419.00 $ 0.00 $ 0.00 $ 0.00 Payments PCI Service Fee (Per Device) 1 $ 0.00 $ 0.00 $ 0.00 $ 180.00 $ 0.00 $ 180.00 TOTAL $ 419.00 $ 180.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 4,000.00
Total Tyler Services $ 0.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 419.00 $ 180.00 Summary Total $ 419.00 $ 4,180.00
Contract Total $ 4,599.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (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 Dollars
2022-342427-Z7Z9L5 CONFIDENTIAL Page 4 Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
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 and remitting. 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.
The Implementation Hours included in this quote assume a work split effort of 0% Client and 0% Tyler.
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 a class 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 attendees of the initial training can thereafter train the remaining users.
Your use of Tyler Payments and any related items included on this order is subject to the terms found at:
https://www.tylertech.com/terms/payment-card-processing-agreement. By signing this order or the agreement in which it is included, you agree you have read, understand, and agree to such terms. Please see attached Tyler Payments fee schedule.
Fees for year one of hardware maintenance are invoiced upon delivery of the hardware, with subsequent years’ fees billed annually, in advance.
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