October 7, 2025, Item #3
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA REPORT CityofPoway
October 7, 2025
Honorable Mayor and Members of the City Council
Craig Schmollinger, Director of Finance ~
CITY COUNCIL
Brad Rosen, Assistant Director of Finance Operations 'J3f2__ (858) 668-4452 or [email protected]
Award of Contract to Tyler Technologies for Software as a Service (SaaS) License Model for the Existing On-Premises Tyler Applications
Tyler Technologies Enterprise Software has been in use at the City of Poway ("City'') since 2018.
Enterprise ERP (EERP), (formerly Munis}, Enterprise Permitting & Licensing (EPL), (formerly EnerGov}, and Cashiering are the primary software suites driving most of the City business. The initial implementation of Tyler Technologies software included the Financial Application Suite, Human Resources, Payroll and Content Management, followed by Permitting and Land Management and Cashiering in 2022. This agreement will move the City from the existing on-premises license model to a Software as a Service (SaaS) off-premises (i.e. cloud hosted) license model.
Recommended Action:
It is recommended the City Council award the Saas license model contract to Tyler Technologies and authorize the City Manager to execute the necessary documents.
Discussion:
Tyler Technologies software solutions utilized in the City for Finance, Human Resources, Payroll, Licensing, Permitting and Planning services function as a comprehensive and cohesive system for staff and the public. The original contract for the software purchase and implementation was approved by the City Council on May 2, 2017, and the EERP suite was implemented in July 2018. A subsequent contract amendment for the EPL suite was approved by City Council on September 15, 2020, and that system was implemented in February 2022. Maintenance and support costs for the Tyler Technologies applications have been approved by City Council through annual budget appropriations.
The City currently supports and operates the on-premises Tyler Technologies solutions in our data center at City Hall. This project will migrate that environment, consisting of multiple servers hosting the applications and databases, into Tyler Technologies hosted solution. By switching to Saas, annual savings will be realized from retired software maintenance and on-premises server infrastructure replacements that will no longer be required.·
1 of28
October 7, 2025, Item #3
There are multiple reasons for moving to Tyler Technologies Saas solution:
• Like most software vendors, Tyler Technologies is phasing out server-based solutions (on premises).
• The Saas solution provides a 100 percent redundant system for software, hardware and data storage with 24/7 fail-over capability to alternate data centers. • Upcoming software functions and features will only be available for clients that have moved to the Saas model. Falling behind in software capabilities will impact services to the public and daily operations.
• Significant infrastructure lifecycle replacements will be negated in the future, avoiding costs with the next replacement cycle anticipated in 2027.
• Current software costs to support the existing on-premises environment including operating system, database, backup, and security monitoring will be negated at the time of renewal of those licenses as they will no longer be needed.
• Other local agencies in San Diego County have moved to the Saas model for their Tyler Technologies systems including the City of Vista, City of Encinitas (in process), City of El Cajon, City of Coronado, and City of Imperial Beach.
The City planned for the implementation of the new license model and included funding in the Fiscal Year (FY) 2025-26 budget. The total for all Tyler Technologies licensing, including Saas is not to exceed (NTE) $2,476,623 over 5 years (Table 1 ).
Table 1: Tyler Saas Licensing
Year Contract o/o Subscription lmplementatio·n Total
FY 2026 Year 1 -$451,373 $21,410 $472,783
FY 2027 Year 2 3% $464,915 -$464,915
FY 2028 Year 3 5% $488,160 -$488,160
FY 2029 Year 4 5% $512,568 -$512,568
FY 2030 Year 5 5% $538,197 -$538,197
Total NTE over 5 years $2,455,213 $21,410 $2,476,623
The City currently has costs for on-premises annual software maintenance and operational hardware and software to support the Tyler applications. The table below (Table 2) details the delta in cost for Saas versus on-premises over 5 years.
Table 2: Comparative on-premises cost over 5 years
On-Premises Retired Total Saas vs. On-
Year Contract Annual Operational On-Premises o/o Software Hardware & Premises Delta Maintenance Software (+3% CPI) FY 2026 Year 1 -$264,323 $51,049 $315,372 $157,411
FY 2027 Year 2 5% $277,539 $52,580 $330,120 $134,795
FY 2028 Year 3 5% $291,416 $54,158 $345,574 $142,586
FY 2029 Year 4 5% $305,987 $55,783 $361,770 $150,798
FY 2030 Year 5 5% $321,286 $57,456 $378,742 $159,455
Total over 5 years $1,460,551 $271,026 $1,731,578 $745,045 2 of28
October 7, 2025, Item #3
Funding for Year 1 of this project is budgeted in several division accounts including Finance, Human Resources, Development Services and Fire as detailed in the fiscal impact section below. Years 2-5 would be programmed into the Department's operating budgets in future years.
Environmental Review:
This action is not subject to review under the California Environmental Quality Act (CEQA).
Fiscal Impact:
Sufficient funds are available in the FY 2025-26 Department Operating and ERP Project budgets for Year 1 of the Saas license agreement (Table 3). Subsequent years funding for the agreement will be requested in the Department's operations and maintenance budgets.
Table 3: FY26 Budgeted Amounts
Finance Finance
Finance Customer Services
Finance Information Technology
Human Resources & Human Resources
Risk Management
Development Services Dev. Serv. Director
Fire Fire Prevention
Enterprise Resource Plan (ERP)
Total
Public Notification:
None.
Attachments:
A. Tyler Technologies Software as a Service Agreement
Reviewed/Approved By:
Wenft) Kaserman
Assistant City Manager
3 of28
Reviewed By:
Alan Fenstermacher
City Attorney
111010-43090
11201 0-43090
113010-43090
121010-43090
300030-43090
502050-43090
MS001-90-41200
Approved By:
Chris Hazeltine
City Manager
$55,510
$8,376
$263,246
$15,170
$88,785
$8,376
$33,320
$472,783
October 7, 2025, Item #3
•• ••• •• ••• • •
SOFTWARE 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; 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 Service Agreement. • "Business Travel Policy" means our business travel policy. Our current Business Travel Policy is available here: https://www.tylertech.com/portals/0/terms/Tyler-Business-Travel-Policy.pdf. • "Client" means the party indicated on the signature block or, in the absence of a signature block, the Investment Summary.
• "Data" means your data necessary to use the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for your Data, if any, 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 (or the Documentation in the absence of a written proposal), 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, if any, that are identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • "Developer" means a third party who owns the intellectual property rights to a Third-Party Product.
• "Documentation" means any on line 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. Notwithstanding the foregoing, if these terms are linked from an Order Form, the Effective Date is the date your authorized representative signed the Order Form. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A.
4 of28
1 ATTACHMENT A
October 7, 2025, Item #3
• "Order Form" means an ordering document that includes a quote or investment summary and specifies the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• "Professional Services" means those services provided by Tyler or a third party related to the scope of this Agreement and identified in the Investment Summary. • "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.
• "Support Call Process" means the support call process applicable to all our customers who have a right to use the Tyler Software. Our current Support Call Process is available here:
https://www.tylertech.com/portals/0/terms/Tyler-Support-Call-Process.pdf. • "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 Saas Services" means software as a service provided by a third party, if any, identified in the Investment Summary.
• "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 or included with the Tyler Software.
• "Third-Party Terms" means the end user license agreement(s) or other terms, if any, for the Third-Party Products or other parties' products or services, as applicable, and attached or indicated at 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 governmental purposes, subject to any limits for Defined Users or Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in this Agreement. 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). You acknowledge that we have no obligation to ship copies ofthe Tyler Software as part of the Saas Services. Your right to use the Saas Services applies to releases provided as part of our Maintenance and Support Services as further detailed in this Agreement. • .• •:. tyler
•·•·•
• icch'loio1:i:s
2 5 of28
October 7, 2025, Item #3
2. Ownership.
2.1. 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.
2.2. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
3. Data.
3.1. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to fulfill our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the Saas Services.
3.2. You expressly grant to us a limited, non-exclusive license to access, copy, transmit, download, display, and reproduce your Data to provide services pursuant to this Agreement. Additionally, you agree that Tyler may use de identified Data for Client or third-party demonstrative or training purposes.
3.3. Our access to and use of your Data necessary to use the Tyler Software or Saas Services will comply with applicable provisions of our Privacy Statement (available at https://www.tylertech.com/privacy) and applicable law.
3.4. Data Breach Notification. Tyler will provide notice of a breach of Client Data in accordance with applicable state and federal data breach notification laws.
4. Restrictions.
4.1. You may not:
4.1.1. 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;
4.1.2. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Saas Services;
4.1.3. access or use the Saas Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or
4.1.4. 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.
4.1.5. Notwithstanding anything to the contrary in this Section 4.1, you may disclose, with our written consent, not to be unreasonably withheld, the Tyler Software, Saas Services, or Documentation to a third party you consult with regarding the implementation or use of the Tyler Software and Saas Services. You must ensure that any such third-party's use is subject to the terms ofthis Agreement, and you acknowledge and agree that you are liable for any breach of the terms of this Agreement by such third party.
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, to cure the Defect in accordance with our then-current Support Call Process.
6. Saas Services.
6.1.Audit & Compliance. Our Saas Services are audited at least yearly in accordance with the 3 6 of28
October 7, 2025, Item #3
AICPA's Statement on Standards for Attestation Engagements {"SSAE") No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or their equivalent, for so long as you are timely paying for Saas Services. The foregoing notwithstanding, you acknowledge that the scope of audit coverage varies depending on the specific Tyler Software solution. We will provide you with a summary of our current compliance report(s) or its equivalent, upon your request. For the avoidance of doubt, if our Saas Services are provided using a third-party data center, the compliance report may be for that third-party provider and be subject to confidential treatment in accordance with applicable law. If you want us to provide our compliance reports to a third-party auditor or similar entity, we reserve the right to require execution of an NOA by that third party.
6.2.Service Levels. The Tyler Software will be made available to you according to the terms of the SLA. Tyler Saas Services will be provided via a third-party data center. Your Data will be inaccessible to our other customers.
6.3. Business Continuity. Data centers used to deliver Saas Services for this Agreement have redundant telecommunications access, electrical power, and the required hardware to provide access to the Saas Services in the event of a disaster or component failure. We test our disaster recovery plan on an annual basis. The plan is not client specific and is detailed in Tyler's System & Organization Control reports or their equivalent. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the Saas Services. In that event, we commit to a Recovery Point Objective ("RPO") of 24 hours and a Recovery Time Objective ("RTO") of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. If we employ our disaster recovery plan, we will be responsible for restoring your Data and ensuring that the Saas Services are on line, and you will be responsible for validating your Data and confirming the functioning of the Saas Services, including any integrations.
6.4.Security Measures. We provide secure Data transmission paths between your devices and the data center used to provide Saas Services to you. Data centers used to provide Saas Services are accessible only by authorized personnel with a unique key entry or comparable security.
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. 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 vulnerability and penetration test scanning of our network and systems {hosted or otherwise) are prohibited. Where applicable with respect to our applications that take or process card payment data, we comply with applicable requirements of PCI DSS. We agree to supply the then-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, we will comply with applicable notice requirements.
SECTION C -PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary.
4 7 of28
October 7, 2025, Item #3
2. Professional Services Fees. You agree to pay us the services fees in the amounts set forth in the Investment Summary. You acknowledge that the fees stated in the Investment Summary, unless expressly stated otherwise, 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 rate by the quoted units.
3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If you cancel services less than four (4) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (i) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (ii) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four (4) weeks of scheduled commitments.
5. Services Warranty. We will perform services in a professional, workmanlike manner, consistent with industry standards. 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.
6. Site Access and Requirements. At no cost to us, you agree to provide us with reasonable 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.
7. Background Checks. All of our employees undergo criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You certify that you will use reasonable efforts to cooperate with us and make your resources available for the performance of the Agreement in accordance with its terms and the mutually agreed project schedule. Additionally, you agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to support the efficient execution of the activities required for this Agreement.
Accordingly, you will provide notice of any known inability to timely meet a project commitment so that appropriate project adjustments can be made. We will not be liable for failure to meet any project deadlines or milestones when such failure is due to Force Majeure or to the failure by you to comply with the requirements of this paragraph.
9. Maintenance and Support Services.
9.1. For the duration of this Agreement, consistent with the terms set forth in our then-current Support Call Process, we will:
8 of28
9.1.1. perform our maintenance and support obligations in a professional and workmanlike manner, consistent with industry standards, to provide support and resolve Defects in •.• •:. tyler
•·•·•
• lechn::i!og1<:s
5 October 7, 2025, Item #3
the Tyler Software (subject to any applicable release life cycle policy);
9.1.2. provide telephone support during our established support hours as indicated in our then-current Support Call Process;
9.1.3. 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;
9.1.4. provide releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers with a current Saas Agreement.
9.2. Your use of Tyler Software or Saas Services requires that you remain current with supported releases of Tyler Software as indicated in any applicable release lifecycle policy. Our warranty and support commitments are contingent upon you using a supported version of the Tyler Software. Tyler may require you to update to a current version of the Tyler Software to address a critical issue (for example, to address an identified security vulnerability in the Tyler Software or a third-party component). Tyler will use commercially reasonable efforts to (i) minimize the number of such instances and (ii) provide as much advance notice as possible.
9.3. We will use all reasonable efforts to perform support services remotely. We reserve the right to use secure third-party connectivity tools to deliver maintenance and support services. We also reserve the right to collect Tyler Software or Saas Services telemetry for product evaluation, quality assurance, and security monitoring and enhancement purposes. You agree to reasonably cooperate with us in providing access to your environments and Data for the purposes of providing maintenance and support services and acknowledge that our warranty, support, and service level obligations under this Agreement are contingent upon receiving reasonable access to your Data and systems.
9.4. For the avoidance of doubt, Saas Fees do not include the following services: (a) onsite support; (b) application design; (c) other consulting services; or (d) telephone support outside our normal business hours as listed in our then-current Support Call Process.
SECTION D -THIRD-PARTY PRODUCTS
1. Third-Party Hardware. We will sell and deliver any Third-Party Hardware set forth in the Investment Summary for the price indicated therein. Unless otherwise indicated, installation of Third-Party Hardware will be performed by Tyler or identified third party installers.
2. Third-Party Software. Your rights under this Agreement may include rights to certain Third-Party Software. We certify that we have acquired the right to provide the Third-Party Software to you.
Your rights to the Third-Party Software will be governed by the Third-Party Terms and, in the absence of such terms, this Agreement.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer or its authorized reseller to sell or grant access, as applicable, to the Third-Party Products.
3.2 Unless otherwise expressly indicated, Third-Party Hardware will be new and unused. You will receive free and clear title to the Third-Party Hardware you purchase upon your payment in full of the purchase price.
3.3 You acknowledge that we are not the manufacturer of Third-Party Products. We do not warrant or guarantee the performance ofthe Third-Party Products. However, we grant and pass • ·-:::-. tyler
• tcc.hr.obgic:s
6 9 of28
October 7, 2025, Item #3
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 independently of Tyler by such third party at the rates set forth in the Investment Summary and in accordance with Exhibit B.
SECTION E -TERM AND TERMINATION
1. Term. The initial term of this Agreement is equal to the number of years indicated for Saas Services in Exhibit A or one (1) year if no duration is indicated. The initial term commences on the first day of the first month following the Effective Date. Upon expiration ofthe 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 G(2).
2.1. Failure to Pay Fees. You acknowledge that continued access to the Saas Services is contingent upon your timely payment of fees. We may terminate this Agreement if you do not cure a failure to pay within sixty (60) days of our notice to you that you have overdue payments.
2.2. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section G(2). You may terminate this Agreement for cause after following the procedures set forth in Section G(2).
2.3. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the Saas Services for a period of forty-five (45) days or more.
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.
SECTION F -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 F(l) 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.
7 10 of 28
October 7, 2025, Item #3
1.3. 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:
1.3.1. procure the right to continue its use;
1.3.2. modify it to make it non-infringing; or
1.3.3. replace it with a functional equivalent.
We may elect to employ these remedies in advance of litigation if we receive information concerning an infringement or misappropriation claim.
1.4. 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 and hold harmless 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 (i) personal injury, death, or damage to tangible property, all to the extent caused by our negligence or willful misconduct; or (ii) our violation of 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 and hold harmless 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 (i) personal injury, death, or damage to tangible property, all to the extent caused by your negligence or willful misconduct; or (ii) 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.
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. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY 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 (i) DURING THE INITIAL TERM, AS SET FORTH IN SECTION E(l), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (ii) DURING ANY RENEWAL TERM, 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 F(l) AND F(2).
8 11 of 28
October 7, 2025, Item #3
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: (i) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (ii) Automobile Liability of $1,000,000 combined single limit; (iii) Professional Liability (inclusive of cyber protection) of $1,000,000 per claim and in the aggregate; (iv) Workers Compensation complying with applicable statutory requirements; and (v) Excess/Umbrella Liability of $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 G -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 pricing, 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. Performance Issues and Dispute Resolution.
2.1. Notice. You agree to provide us with written notice within thirty (30) days of receipt of an invoice (for invoice disputes) or, in the case of performance, becoming aware of an issue related to our performance under this Agreement.
2.2. Invoice Issues.
2.2.1. If the issue relates to an invoice, your notice must include the following: (i) the issue(s) with the invoice; (ii) the specific fee(s) at issue; and (iii) the corrective action(s) you are requesting of Tyler.
2.2.2. We will provide a response to your notice that (i) supports the validity of the invoice as issued by us; (ii) adjusts the invoice; or (iii) describes our plan to address the issues identified in your notice.
2.2.3. You agree to pay all undisputed fees by the due date. You acknowledge that you forfeit your right to dispute any fees under this Agreement when you fail to pay undisputed fees within sixty (60) days of our notice that the fees are overdue.
2.2.4. In addition to any other remedies available to us under this Agreement or law for non payment, we reserve the right to recover from you our reasonable costs of collection associated with your failure to timely pay amounts due under this Agreement.
2.2.5. WE RESERVE THE RIGHT TO SUSPEND PERFORMANCE OF ANY SERVICE, INCLUDING ACCESS TO SAAS SERVICES, FOR FAILURE TO TIMELY PAY UNDISPUTED FEES FIFTEEN (15) DAYS FOLLOWING OUR NOTICE OF INTENT TO DO SO.
2.3. Dispute Resolution. 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 9 12 of 28
October 7, 2025, Item #3
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 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. 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.
4. Nondiscrimination. We will not discriminate against any employee or applicant in our employment practices or the performance of our duties, responsibilities, and obligations under this Agreement because of race, color, religion, gender, age, disability, religious beliefs, national, or ethnic origin.
We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.
5. E-Verify. We use the U.S. Department of Homeland Security's E-Verify system to confirm the eligibility of all current employees and persons hired during the contract term to perform services within the United States under this Agreement.
6. Subcontractors. We will not subcontract any Professional Services specifically for this Agreement without your prior written consent, not to be unreasonably withheld.
7. 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.
8. 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.
9. 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.
10. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and 10 13 of28
October 7, 2025, Item #3
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, or implied. 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 may only be modified in writing, signed by an authorized representative of the party against whom enforcement is sought.
11. 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.
12. 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.
13. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
14. 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: (i} actual receipt by the receiving party; or (ii} five (5) days following deposit with registered or certified mail with proper postage affixed and addressed to the other party at the address set forth in this Agreement 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.
15. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.
16. 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. Each party agrees that it will not disclose any confidential information ofthe 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:
i. 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;
ii. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
iii. a party receives from a third party who has a right to disclose it to the receiving party; or iv. is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us 11 14 of 28
October 7, 2025, Item #3
prompt notice and otherwise perform the functions required by applicable law.
17. Business License. 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.
18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state or commonwealth of domicile, without regard to its rules on conflicts of law.
19. 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.
20. 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. In such cases, 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.
21. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler's Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler's Data & Insights data platform is subject to the Data & Insights Saas Services Terms of Service, available at:
https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, 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.
22. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B
Exhibit C
Exhibit D
15 of 28
Invoicing and Payment Terms
Service Level Agreement
Third-Party Terms
12 October 7, 2025, Item #3
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.
Tyler Technologies, Inc.
By: _____________ _
Name: --------------
Title: ______________ _
Date: ______________ _
Address for Notices:
Tyler Technologies, Inc.
7701 College Boulevard
Overland Park, KS 66210
Attention: Chief Legal Officer
16 of 28
13 City of Poway
By: _____________ _
Name: _____________ _
Title: ---------------
Date: ______________ _
Address for Notices:
City of Poway
13325 Civic Center Dr.
Poway, CA 92064-5755
Attention: __________ _
····=. tyler
•·•·•
• tecll,o!oi;ie~
October 7, 2025, Item #3
Exhibit A
Investment Summary
The Investment Summary details the products and services to be delivered by us, or a third party, as applicable, to you under the Agreement. This Investment Summary is effective as of the Effective Date regardless of any expiration date in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. [Sales quotation to be inserted prior to Agreement execution.]
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
1 17 of 28
October 7, 2025, Item #3
• ~ ....
g, •••••
~ .. t~(~~ l~ ies
Sales Quotation For:
City of Poway
CUSTOMER SERVICE DIVISION
POWAY CA 92064
Tyler Saas and Related Services
Shipping Address:
City of Poway
13325 Civic Center Drive
Poway CA 92064-5755
Quoted By:
Quote Expiration:
Quote Name:
Quote Description:
Saas Term
Karen Grosset
01/26/26
City of Poway - ERP - Saas
Saas Hosting
1.00 Description Qty Imp. Hours Annual Fee
Financial Management
Accounting/GL/BG/ AP 1 0 $51,952.00
Capital Assets 1 0 $11,933.00
Cash Management 1 0 $9,944.00
Contract Management 1 0 $5,869.00
Project & Grant Accounting 1 0 $9,944.00
Purchasing 1 0 $21,877.00
Human Resources Management
Employee Expense Reimbursement 1 0 $5,966.00
HR Management 1 0 $7,470.00
Payroll w/ESS 1 0 $ 0.00
Payroll with Employee Access 1 0 $15,620.00
Risk Management 1 0 $10,090.00
Revenue Management
Accounts Receivable 1 0 $10,672.00
Cashiering 1 0 $17,934.00
General Billing 1 0 $4,851.00
2024-457119-M5K8M4 Page 1
October 7, 2025, Item #3
...
ID
0 ....
N
00 Civic Services
Business Management API Toolkit 1 0 $8,078.00
Business Management Suite 15 0 $22,725.00
Civic Access - Business Management 1 0 $8,078.00
Civic Access - Community Development 1 0 $8,078.00
Community Development API Toolkit 1 0 $8,078.00
Community Development Suite 53 0 $79,553.00
e-Reviews 1 0 $10,603.00
Enterprise Permitting & Licensing Advanced Automation Bundle 1 0 $8,995.00 Enterprise Permitting & Licensing Core Foundation Bundle 1 0 $2,272.00 Enterprise Permitting & Licensing Mobile 14 0 $6,846.00 Enterprise Permitting & Licensing View Only License 7 0 $ 2,471.00 Report Toolkit 1 0 $2,525.00
Content Management
Content Manager Core 1 0 $22,432.00
Data Insights
Enterprise Analytics and Reporting 1 0 $43,851.00
Additional
ACFR Statement Builder 1 0 $3,549.00
Enterprise Forms Processing (including Common Form Set) 1 0 $10,241.00 GIS 63 0 $15,876.00
Recurring Services
Data Access Services 1 0 $3,000.00
TOTAL 0 $ 451,373.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance Amazon Web Services Configuration Fee
Project Planning Services
2024-457119-M5K8M4
TOTAL
1 1
$7,453.00
$21,410.00
$7,453.00
$ 0.00
$ 0.00
$21,410.00
$21,410.00
$ 0.00
$ 0.00
$ 0.00
October 7, 2025, Item #3
N
0 0 ....
N
00 Summary
Total Tyler License Fees
Total Saas
Total Tyler Services
Total Third-Party Hardware, Software, Services
Summary Total
Contract Total
One Time Fees
$ 0.00
$0.00
$21,410 .00
$ 0.00
$21,410.00
$ 472,783.00
Client's purchase of the items listed above is subject to the Comments below Recurring Fees
$ 0.00
$ 451,373.00
$ 0.00
$ 0.00
$ 451,373.00
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
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 2024-457119-MSK8M4 Page 3
October 7, 2025, Item #3
N .....
0 ....
N
00 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 four (4) 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 70% Client and 30% 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.
Business Management: Tyler leads and owns the "Assess and Define" and "Configuration" of 1 unique business transactions, 1 template business transactions, 1 geo-rules and 1 automation events. Configuration elements beyond this will be owned by the client.
Community Development: Tyler leads and owns the "Assess and Define" and "Configuration" 2 unique business transactions, 2 template business transactions, 1 geo-rules and 1 automation events. Configuration elements beyond this will be owned by the client.
Content Manager Core 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.
Amazon Web Services (AWS) has provided a credit in the amount of $7,453 in sponsorship of your project.
Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 10995, and 1099G.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt. 2024-457119-MSK8M4 Page 4
October 7, 2025, Item #3
N N
0 ....
N
00 Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.
Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers . 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 fees not 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 solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.
In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition.
The Saas Setup Fee for your project has been discounted by 100% by credits sponsored and provided by Amazon Web Services (AWS). 2024-457119-MSK8M4 Page 5
October 7, 2025, Item #3
•• ••• •• .... , . •
Exhibit B
Invoicing and Payment Terms
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. Tyler ·Annual Services.
1.1. Saas Services. Saas Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section E(l) of this Agreement. Your annual Saas fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual Saas fees will be at our then-current rates. Notwithstanding anything to the contrary herein, (a) Saas Fees for the first annual renewal (year 2) will not increase more than three percent (3%); and (b) Saas Fees for the next three (3) annual renewals (years 3-5) will not increase more than five percent (5%) on an annualized basis. Thereafter, your annual Saas fees shall be at then-current rates.
1.2. Other Annual Services. Fees for annual services other than Saas Services are invoiced on an annual basis, beginning with the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual Saas fees will be at our then-current rates. Notwithstanding anything to the contrary herein, (a) annual fees for the first annual renewal (year 2) will not increase more than three percent (3%); and (b) annual fees for the next three (3) annual renewals (years 3-5) will not increase more than five percent (5%) on an annualized basis. Thereafter, your annual Saas fees shall be at then-current rates ..
2. Tyler Services.
2.1. Professional Services Generally: Unless otherwise indicated below, fees for Tyler services are invoiced as delivered.
2.2. Consulting Services: Fixed fee Consulting Services 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.
2.3. 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.
2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced (i) 50% upon delivery of specifications and (ii) 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 •.• •:. tyler
•·•·•
• tcdn!:-"ogi•;~
1 23 of28
October 7, 2025, Item #3
Defects to us as set forth in this Agreement.
2.5. Other Fixed Price Services: Other fixed price services are invoiced as delivered. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. Strategic Program Management Services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of program planning.
3. Hardware & Third-Party Products.
3.1. Hardware: Hardware costs, if any, are invoiced upon delivery.
3.2. Hardware Maintenance: The first year maintenance fee for hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.3. 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.
3.4. Third Party Software. License Fees for Third Party Software, in any, are invoiced when the applicable Third Party Software is made available to you for download.
3.5. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when it is made available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.6. Third-Party Saas Services. Third-Party Saas Services fees, if any, are invoiced on an annual basis, commencing with availability of the respective Third-Party Saas Services. Pricing for the first year of Third-Party Saas Services is indicated in the Investment Summary. Unless express stated otherwise, pricing for subsequent years will be at then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a monthly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
5. 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.
6. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a credit for the software maintenance and support fees and if applicable, for annual "Disaster Recovery" and "Tyler Systems Management" services fees, prepaid for the time period commencing on the first day of the Saas Term.
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 [email protected].
2 24 of 28
October 7, 2025, Item #3
I. Agreement Overview
•• ••• •• ... , . •
Exhibit C
SERVICE LEVEL AGREEMENT
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels related to the availability of the Tyler Saas Services that you have requested us to provide. All other support services are documented in the Support Call Process.
This SLA does not apply to any Third-Party Saas Services.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar month, calculated as follows: (Service Availability-Downtime) 7 Service Availability.
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 Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used in the production environment.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
Ill. Service Availability
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 case number. b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work 1 25 of 28
October 7, 2025, Item #3
with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the Saas Fees paid for the calendar month.
In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen (15) days of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt.
The total credits confirmed by us 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.
Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months and only for such consecutive months.
99.99% -98.00% Remedial action will be taken
97.99% -95.00% 4%
Below 95.00% 5%
IV. Maintenance Notifications
We perform Standard 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.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.
2 26 of 28
October 7, 2025, Item #3
Exhibit D
Third-Party Terms
Cornerstone On Demand Terms. Your use of Cornerstone OnDemand software and services is subject to terms found here: https://s3.us-east-
1.amazonaws.com/sumtotalsystems.com/prod/images/cornerstone-terms-of-use.pdf. By signing a Tyler Agreement or Order Form including Cornerstone software or services, or accessing, installing, or using Cornerstone software or services, you agree that you have read, understood, and agree to such terms. In addition, implementation of Cornerstone software and services may require inclusion of a Cornerstone Statement of Work
Debt Book. Your use of DebtBook software and services is subject to the terms found here: DebtBook End User License Agreement I Tyler Technologies. By signing a Tyler Agreement or Order Form, or accessing, installing, or using DebtBook software or services, you agree that you have read, understood, and agree to such terms.
DigEplan Pro. Your use of DigEplan Pro is subject to the LCT Software LLC Subscription Terms & Conditions found here: https://www.tylertech.com/client-terms/lct-software-llc-an-avolve-company- su bscription-terms-conditions. By signing a Tyler Agreement or Order Form including DigEPlan Pro, or accessing, installing, or using DigEplan Pro, you agree that you have read, understood, and agree to such terms.
DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
Emphasys Terms. Your use of SymPro software and services is governed by terms available here: https://tylertech.com/portals/0/terms/Emphasys-Software-Agreement/Emphasys-Software Agreement.pdf. By signing a Tyler Agreement or Order Form containing such software or services, or accessing, installing, or using SymPro software or services, you agree that you have read, understood, and agree to such terms.
Envisio Terms. Your use of Envisio software and services is subject to the terms found here:
https ://www.tylertech.com/ client-terms/ envis io-so lutions-i nc-e nd-user-1 icense-agreement. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Envisio software or services, you agree that you have read, understood, and agree to such terms.
Fire Prevention Mobile Terms. Your use of Tyler's Fire Prevention Mobile solutions is subject to the terms found here: https://www.tylertech.com/terms/fire-prevention-mobile-third-party-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using the Fire Prevention Mobile solution, you agree that you have read, understood, and agree to such terms. 1 27 of 28
October 7, 2025, Item #3
Koa Hills Terms. Your use of Koa Hills Saas is governed by terms available here:
https :/ /www.tylertech.com/Porta ls/0/T erms/Koa-H ills-Software-as-a-Service-Agreement. pdf. By signing a Tyler Agreement or Order Form containing Koa Hills Saas, or accessing, installing, or using Koa Hills Saas, you agree that you have read, understood, and agree to such terms.
Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you agree that you have read, understood, and agree to such terms.
Palco Terms. Your use of Palco software and services is subject to the terms found here:
https://www.tylertech.com/client-terms/polco-end-user-license-agreement. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Palco software or services, you agree that you have read, understood, and agree to such terms.
Thin Print Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
True Roll Terms. Your use of TrueRoll software and services is subject to terms found here:
https://tylertech.com/portals/0/terms/TrueRoll-Software-Services-Agreement.pdf. By signing a Tyler Agreement or Order Form including TrueRoll software or services, or accessing, installing, or using TrueRoll software or services, you agree that you have read, understood, and agree to such terms.
Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided by a Third-Party Developer, Twilio. Your rights, and the rights of any of your end users, to use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any such Tyler solution, you certify that you have reviewed, understand, and agree to said terms. Tyler hereby disclaims any and all liability related to your or your end user's failure to abide by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest solely with the person or entity whose conduct violated said terms. • Electronic Warrants
• Online Dispute Resolution
• Enterprise Justice Notifications Add On (text notifications) • Absence & Substitute
• Notify
• Enterprise Jury Manager
• Enterprise Supervision
• Virtual Court
2 28 of 28