1 AMENDMENT No. 7
This seventh amendment (“Amendment No. 7”) 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 Manhattan Beach, California, with offices at 1400 Highland Avenue, Manhattan Beach, California 90266 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement for Enterprise Resource Planning (ERP) (fka “Munis”) Tyler Software, dated July 24, 2018, as amended (“ERP Agreement”);
WHEREAS, Tyler and Client are parties to an agreement for Tyler Systems Management Services, dated April 28, 2022 (“TSM Agreement”); and
WHEREAS, Tyler and Client desire to amend the terms of the ERP Agreement and the TSM Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows:
1. Enterprise Resource Planning Maintenance Term Renewal. a. Tyler shall provide maintenance services to Client, as specified in the ERP Agreement and Tyler’s then-current support call process, during the periods July 24, 2023 – July 23, 2024, and July 24, 2024 – July 23, 2025.
b. Client shall remit to Tyler the amount of $161,712.16 for the maintenance services fees for the period July 24, 2023 – July 23, 2024, as detailed in the proforma attached hereto as Exhibit 1.
c. Tyler agrees to limit the increase to the maintenance fees to 5% for the period July 24, 2024 – July 23, 2025, for a maximum amount of $169,797.77 for the scope of services set forth in Exhibit 1.
2. Payroll Tax Table Update.
a. Tyler shall provide Payroll Tax Table Update to Client during the periods August 31, 2023 – August 30, 2024, and August 31, 2024 – August 31, 2025.
b. Client shall remit to Tyler the amount of $1,300.60 for the Payroll Tax Table Update fee for the period August 31, 2023 – August 30, 2024, as detailed in the proforma attached hereto as Exhibit 2.
c. Tyler agrees to limit the increase to the Payroll Tax Table Update fee to 5% for the period August 31, 2024 – August 30, 2025, for a maximum amount of $1,365.63 for the scope of services set forth in Exhibit 2.
DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846
2 3. Transparency Portal; Open Finance.
a. Transparency Portal.
i. The following Tyler Software as a Service (SaaS) are hereby removed from the ERP Agreement as of the Amendment Effective Date:
Transparency Portal
ii. 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.
b. Open Finance.
i. The items set forth in the sales quotation attached as Exhibit 3 to this Amendment are hereby added to the ERP Agreement as of the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the ERP Agreement. Payment of fees and costs for such items shall conform to the following terms:
1. Tyler shall provide Open Finance SaaS Services to Client, as specified in the ERP Agreement, during the periods July 24, 2023 – July 23, 2024, and July 24, 2024 – July 23, 2025.
2. There is no change in SaaS Fees payable as the fees (and increases, as applicable) for Tyler Transparency shall be payable for Tyler Open Finance.
3. Client shall remit to Tyler the amount of $11,000 for the Open Finance SaaS fee for the period July 24, 2023 – July 24, 2024, as detailed in the sales quotation attached hereto as Exhibit 3.
ii. Your rights, and the rights of any of your end users, to use Tyler’s Open Finance SaaS Services, or certain Tyler solutions which include Tyler’s Open Finance data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/socrata-saas-services-terms-of-service. By signing this Amendment, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
iii. Specific to the Open Finance items added to the ERP Agreement by this Amendment, in the event of a conflict between any term or provision in the Amendment and any term or provision in the ERP Agreement, the terms of the Amendment shall govern. The ERP Agreement shall otherwise remain and continue in full force and effect.
iv. Tyler agrees to limit the increase to the Open Finance SaaS fee to 5% for the period July 24, 2024 – July 23, 2025, for a maximum amount of $11,550 for the scope of services set forth in Exhibit 3.
4. Eden Disaster Recovery Services.
DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846
3 a. Tyler shall provide Eden Disaster Recovery Services to Client, as specified in the ERP Agreement, during the periods July 24, 2023 – July 23, 2024, and July 24, 2024 – July 23, 2025.
b. Client shall remit to Tyler the amount of $10,500 Eden Disaster Recovery Services fees for the period July 24, 2023 – July 23, 2024, as detailed in the proforma attached hereto as Exhibit 4.
c. Tyler agrees not to increase the Eden Disaster Recovery Services fee for the period July 24, 2024 – July 23, 2025.
5. Tyler System Management Services.
a. Tyler shall provide Tyler System Management services to Client, as specified in the TSM Agreement, during the periods April 23, 2023 – July 23, 2024, and July 24, 2024 – July 23, 2025.
b. The Tyler System Management Services term will renew as follows:
i. $50,461.60 on April 23, 2023, for the period April 23, 2023 – July 23, 2024 ($50,461.60 represents the 15-month cost based on the annual fee of $40,369.28).
ii. Tyler agrees to limit the increase to the Tyler System Management Services fee to 5% for the period July 24, 2024 – July 23, 2025, for a maximum amount of $42,387.74.
c. Invoice No. 045-409634 dated March 1, 2023, will be voided and reissued in accordance with the terms of this Amendment.
6. PACE Services. The services set forth in the Investment Summary attached hereto as Exhibit 5 are hereby added to the ERP Agreement. Services added to the Agreement pursuant to this Amendment are as follows:
a. Tyler shall provide PACE Services to Client, as specified in this Amendment and Tyler’s then-current support call process, during the periods July 24, 2023 – July 23, 2024, and July 24, 2024 – July 23, 2025.
b. 192 Implementation hours (24 days) are to be used in 4- or 8-hour increments.
c. Services periods include:
i. July 24, 2023 – July 23, 2024, for the amount of $19,200 ii. July 24, 2024 – July 23, 2025, for the amount of $19,200; Tyler agrees not to increase the amount of $19,200 for the PACE Services fee for the period July 24, 2024 – July 23, 2025.
d. Investment assessment cost of $4,800 is 100% discounted during the periods July 24, 2023 – July 23, 2024 and July 24, 2024 – July 23, 2025.
DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 4 7. Implementation and Project Management Services. The services set forth in the Investment Summary attached hereto as Exhibit 6 are hereby added to the ERP Agreement. Services added to the ERP Agreement pursuant to this Amendment shall be invoiced as provided.
8. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
9. Except as expressly indicated in this Amendment, all other terms and conditions of the ERP Agreement and the TSM 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 Manhattan Beach, California By: By:
Name: Name: Bruce Moe
Title: Title: City Manager
Date: Date:
ATTEST:
By: _________________________________
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By: _________________________________
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By: ________________________________
Name: Steve Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By: ________________________________
Name: Patrick Griffin
Title: Interim Information Technology Director
DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 6/22/2023
Group General Counsel
Robert Kennedy-Jensen
6/22/2023
6/22/2023
6/22/2023
Exhibit 1
1 Exhibit 1
Enterprise Resource Planning Maintenance Including Time and Attendance (ExecuTime) and Disaster Recovery Services
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the ERP 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 ERP Agreement. In the event of a conflict between the ERP Agreement and the terms in the Comments section of this Investment Summary, the language in the ERP Agreement will prevail.
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DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 1
2 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 1
3 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 1
4 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 2
5 Exhibit 2
Payroll Tax Table Update
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the ERP 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 ERP Agreement. In the event of a conflict between the ERP Agreement and the terms in the Comments section of this Investment Summary, the language in the ERP Agreement will prevail.
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DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 2
6 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 3
1 Exhibit 3
Open Finance SaaS Services
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the ERP 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 ERP Agreement. In the event of a conflict between the ERP Agreement and the terms in the Comments section of this Investment Summary, the language in the ERP Agreement will prevail.
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DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 3
2 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 3
3 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 3
4 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 3
5 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 4
1 Exhibit 4
Eden Disaster Recovery Services
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the ERP 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 ERP Agreement. In the event of a conflict between the ERP Agreement and the terms in the Comments section of this Investment Summary, the language in the ERP Agreement will prevail.
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DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 4
2 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 5
1 Exhibit 5
Pace Services
192 Implementation Hours (24 Days)
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the ERP 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 ERP Agreement. In the event of a conflict between the ERP Agreement and the terms in the Comments section of this Investment Summary, the language in the ERP Agreement will prevail.
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DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 5
2 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 5
3 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 5
4 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 5
5 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 6
6 Exhibit 6
Unused Travel Conversion to Implementation Hours
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the ERP 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 ERP Agreement. In the event of a conflict between the ERP Agreement and the terms in the Comments section of this Investment Summary, the language in the ERP Agreement will prevail.
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DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 6
7 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 6
8 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 6
9 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846 Exhibit 6
10 DocuSign Envelope ID: FF8F23A6-AFB6-46F2-BC2F-8F0596E3F846