Simi Valley City Council
December 2, 2024

CITY OF SIMI VALLEY

MEMORANDUM
D
ecember 2, 2024
T
O: City Council
Board of Directors, Ventura County Waterworks District No. 8 F
ROM: Department of Administrative Services
S
UBJECT: APPROVAL OF A 10-YEAR AGREEMENT FOR CONTINUED

MAINTENANCE, SUPPORT, AND SERVICES FROM TYLER
TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING,
ENTERPRISE PERMITTING AND LICENS ING SOFTWARE SYSTEMS;

AND AUTHORIZATION FOR THE CITY MANAGER TO APPROVE

AMENDMENTS AND ADDENDUMS AS NECESSARY

STAFF RECOMMENDATION
I
t is recommended that the City Council:

1. Approve a 10-year Agreement with Tyler Technologies, Inc., (Attac hment A, page 4) in the amount of $5,802,944, for continued maintenance, support, and services for the City’s existing Enterprise Resource Planning, Enterpr ise Permitting and Licensing software systems;

2. Authorize the City Manager to amend the Agreement to include additional services or modules as needed, with associated c osts not to exceed $500,000, for a total not-to-exceed amount of $6,302,944.

BACKGROUND AND OVERVIEW
O
n December 7, 2015, the City Council approved an Agreement to purchase and implement a Citywide Enterprise Resource Planning (ERP) software system from Tyler Technologies, Inc., to help staff manage day-to-day business activities. The Agreement included maintenance, support, upgrades , and associated services to keep the system up-to-date and functioning. Tyler’s Enterprise ERP software (formerly known as Munis) includes financial management (general ledger, procurement, accounts payable, projects, and budget), payroll/human resources, and utility billing. Tyler’s Enterprise Permitting and Licensing (formerly known as EnerGov) includes permitting, land management and code enforcement. The initial term of the Agreement was for five (5) years and expired in December 2020. (Attachment A).

T
yler Technologies remains the leader in the business of municipal governmental software nationwide, with over 40 years of public sector experience. Staff relies on Enterprise ERP and Enterprise Permitting and Licensing to perform daily duties. Ongoing maintenance, support, upgrades , and associated services are critical to keep the Enterprise systems functioning correctly.

AGENDA ITEM NO.

Consent (10)
2 Since the original Agreement expired, the City has continued to pay the annual maintenance, support, and service fees. In exchange, Tyler Technologies has continued to provide maintenance, support , and services at the levels specified in the original Agreement
The City relies heavily on its enterprise systems and has been satisfied with their performance. Considering the significant cost and effort required to replace these systems, staff recommends entering into a new agreement with Tyler Technologies to ensure continued maintenance, support, and service while adhering to City purchasing policies. The proposed agreement also provides flexibility for the City to enhance the ERP systems by adding new services or modules, which can be approved through an addendum signed by the City Manager, enabling the City to fully maximize the systems' functionality.

The total cost of the 10-year Agreement, including maintenance, support, and services, is $5,802,944, which accounts for a 5% contingency to cover potential ongoing costs for additional modules during the agreement term. Additionally, the Agreement allocates $500,000 for purchasing and implementing new modules, custom programming, and other necessary services to meet the City’s requirements. The total not-to-exceed amount specified in the Agreement is
$6,302,944 (Attachment B, page 47).

Sufficient funds are available in the FY 2024-25 adopted budget to cover this agreement for the remainder of the fiscal year.

Funds r equired for t he Agreement w ill co ntinue to be budget ed annually i n the Non- Departmental accounts.

FINDINGS AND ALTERNATIVES
The following alternatives are available to the City Council:

1. Approv e a 10 -year Agreement with Tyler Technologies, Inc., in the amount of $5,802,944, for continued maintenance, support, and services for the City’s existing Enterprise Resource Planning, Enterprise Permitting and Licensing software systems;

2. Authorize the City Manager to amend the Agreement to include additional services or modules as needed, with associated costs not to exceed $500,000, for a total not-to-exceed amount of $6,302,944.

3. Do not award the Agreement, and provide staff with further direction.

Staff recommends Alternative Nos. 1 and 2.

SUGGESTED CITY COUNCIL MOTION
I move that the City Council:

1. Approve a 10- year Agreement with Tyler Technologies, Inc., in the amount of $5,802,944, for continued maintenance, support, and services for the City’s existing Enterprise Resource Planning, Enterprise Permitting and Licensing software systems; and
3 2. A
uthorize the City Manager to amend the Agreement to include additional services or modules as needed, with associated costs not to exceed $500,000, for a total not-to-exceed amount of $6,302,944.

SUMMARY
O
n December 7, 2015, the City Council approved an Agreement to purchase and implement a Citywide Enterprise Resource Planning (ERP) software system from Tyler Technologies, Inc., to help staff manage day-to-day business activities. The Agreement included maintenance, support, upgrades, and associated services to keep the system up-to-date and functioning. Tyler’s Enterprise ERP software (formerly known as Munis) includes
financial management (general ledger, procurement, accounts payable, projects, and budget), payroll/human resources, and utility billing. Tyler’s Enterprise Permitting and Licensing (formerly known as EnerGov) includes permitting, land management and code enforcement. The initial term of the Agreement was for five (5) years and expired in December 2020.

T
he City relies heavily on its enterprise systems and has been satisfied with their performance. Considering the significant cost and effort required to replace these systems, staff recommends entering into a new agreement with Tyler Technologies to ensure continued maintenance, support, and service while adhering to City purchasing policies. The proposed agreement also provides flexibility for the City to enhance the ERP systems by adding new services or modules, which can be approved through an addendum signed by the City Manager, enabling the City to fully maximize the systems' functionality.

Staff recommends that the City Council approve a 10- year Agreement with Tyler Technologies, Inc., in the amount of $5,802,944, for continued maintenance, support, and services for the City’s existing Enterprise Resource Planning, Enterprise Permitting and Licensing software systems; and authorize the City Manager to amend the Agreement to include additional services or modules as needed, with associated costs not to exceed $500,000, for a total not -to-exceed amount of $6,302,944. Funds required for the Agreement will continue to be budgeted annually in the Non-Departmental accounts. ___
_________________________________
Carolyn Johnson
Administrative Services Director
P
repared by: Donna Price, Enterprise Systems Analyst
INDEX Page
A
ttachment A – Tyler Technologies, Inc. Agreement ....................... 4 Attachment B – Projected Maintenance Fees ................................ 47

AT TACHMENT A

LICENSE AND SERVICES AGREEMENT
Th
is License and Services Agreement is made between Tyler Technologies, Inc. (“Tyler”) and Client.

WH
EREAS, Client and Tyler are parties to a prior license and services agreement, executed on December 15, 2015, in effect for five (5) years through December 14, 2020, by which Client licensed certain software products from Tyler and purchased certain services from Tyler and Tyler provided said license and services in accordance therewith (the “Initial Agreement”);
WH
EREAS, Tyler granted Client a perpetual license to the Tyler Software in the Initial Agreement; WH
EREAS, Tyler has continued to provide certain maintenance and support services to Client after the expiration from December 14, 2020 through the present day, pursuant to yearly purchase orders executed between the parties;
W
HEREAS, Client and Tyler desire to replace the Initial Agreement with updated terms to reflect the nature of their ongoing relationship;
N
OW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:

S
ECTION A – DEFINITIONS
• “
Agreement” means this License and Services Agreement.
• “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
• “California Public Records Act” or “CPRA” means the California Public Records Act, found at California Government Code Section 7920.000 et seq. and related case law interpreting the same. • “Client” means the City of Simi Valley, California.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you attached to the Initial Agreement, 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 Named Users” means the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules identified in the Investment Summary, if any.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. 4 2
• “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • ”Installation” means a service performed by Tyler whereby we install the licensed Tyler Software in the City hardware environment. Installation of the Tyler Software shall include a verification, designed and performed by Tyler personnel, that confirms the Tyler Softwa re is appropriately installed.
• “Investment Summary” means the agreed upon cost proposal for the software, products, and services attached as Exhibit A.
• “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
• “Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C.
• “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party 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.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services , as applicable , and attached as 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.

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SECTION B – SOFTWARE LICENSE

1. License Grant and Restrictions.

1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement.

1.2 Without limiting the terms of Section 2 .1, you understand and agree that the Tyler Software set forth in the Investment Summary as subscription or software as a service (“SaaS”) do not include perpetual rights. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your right to use the applicable Software will be suspended unless and until payment in full has been made . Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level Agreement found here :
https://www.tylertech.com/terms/tyler-saas-services
.

1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.

1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties.

1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement.

1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.

1.7 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

1.8 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

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1.9 The foregoing notwithstanding, the following license restrictions apply:

1.9.1 The license for EnerGov Permitting and Land Management is limited to one hundred (100) named users.

1.9.2 The license for EnerGov iG Workforce Mobile is limited to fifty (50) named users.

2. License Fees. There shall be no further license fees owed by you for the Tyler Software you licensed purchased under the Initial Agreement. Should you license additional Tyler Software through this Agreement or by subsequent amendment thereto, you agree to pay us the license fees in the amounts set forth in the applicable Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

3. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement.

SECTION C – PROFESSIONAL SERVICES

1. Services. We will provide you the various implementation-related services itemized in the Investment Summary, if any.

2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

3. 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. We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non -refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reaso nable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.

5. Services Warranty. We will perform the 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.

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6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the Installation of the Tyler Software an d any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the I nstallation and operation of the Tyler Software and any Third Party Products.

7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).

8. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.

SECTION D – MAINTENANCE AND SUPPORT

If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement.

If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will:

(i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches;
(iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum.

SECTION E – THIRD PARTY PRODUCTS

To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply:

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1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non- transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms.

2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary.

2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee.

2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.

3. Third Party Products Warranties.

3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.

3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.

3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or sup plier of the Third Party Products.

4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.

5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer.

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SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES

1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2).

2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice.

We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the i nvoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

SECTION G – TERMINATION

1. 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 F(2).

1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section I(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section I(3).

1.2 For Convenience. You may terminate this Agreement without cause or penalty upon providing not less than thirty (30) days prior written notice to us.

1.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more.

1.4 Lack of Appropriations . If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement , 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 license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

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SECTION H – 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 H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim.

1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.

1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the Effective Date of the Initial Agreement. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

Property Damage and Personal Injury 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 (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 11 9

2.2 Client 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 personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its de fense 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 CLIENT USER ERROR. LIMITATION OF LIABILITY .

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES

ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT,

INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED ONE AND ONE HALF ( 1.5) TIMES THE THEN -CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. 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 H(1) AND H(2).

4. 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.

5. Insurance.

Tyler shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Tyler, its agents, representatives, or employees. Tyler shall procure and maintain for the duration of the Agreement insurance claims arising out of their professional services and including, but not limited to loss, da mage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Minimum Scope and Limit of Insurance

Coverage shall be at least as broad as:

I. Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. If a general aggregate limit applies, the general aggregate limit shall be twice the required occurrence limit. 12 10
II. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

III. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Tyler hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.

IV. Professional Liability Errors and Omissions Insurance appropriate to Tyler’s profession and work hereunder, with limits not less than $2,000,000 per occurrence (with a Cyber Protection sublimit of $1,000,000).

Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers are to be included as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Tyler including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of a blanket endorsement to Tyler’s insurance (at least as broad as Form HG 00 01 09 16).

Primary Coverage
For any claims related to this project/contract, Tyler’s CGL and Auto insurance coverage shall be primary insurance coverage as respects the City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers arising out of the Agreement, only as between Tyler and Client, and only if Client is included as additional insured on the specific line of coverage. Any insurance or self- insurance maintained by the City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers shall be excess of Tyler’s insurance and shall not contribute with it.

Umbrella or Excess Policy
Tyler may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non -contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until Tyler’s primary policies are exhausted.

Notice of Cancellation
Tyler will provide Client with notice of cancellation, non- renewal, or reduction in its insurance coverages below the minimum requirements set forth in the contract within thirty (30) days thereof.

Self-Insured Retentions
Self-insured retentions must be declared to Client. Any and all deductibles and SIRs shall be the sole responsibility of Tyler or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

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Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A-:VII.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

VI. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work.

VII. If coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective, or start of work date, Tyler must purchase extended reporting period coverage for a minimum of three (3) years after completion of contract work.

Verification of Coverage
Tyler shall furnish Client with Certificates of Insurance including all required amendatory endorsements and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Client before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Tyler’s obligation to provide them.

Subcontractors
Tyler shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Tyler shall ensure that the City of Simi Valley is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

SECTION I – GENERAL TERMS AND CONDITIONS

1. Termination of the Initial Agreement.

1.1 The Initial Agreement terminated by its own terms, on or about [December 14, 2020]. Tyler has continued to provide services to Client via purchase orders.

1.2 The parties mutually agree that their ongoing relationship will be governed solely by the terms of this Agreement for the services, products and licenses identified in this Agreement and attachments thereto.

2. Term. The term of this Agreement is retroactively effective beginning January 29, 2024 and will continue to January 28, 2034.

3. Fees. This Agreement shall not exceed the amount of $6,302,944 for the Term of the Agreement. In no event can any payments to Tyler exceed such a mount without a valid amendment to this Agreement signed by both Parties.

4. Additional Products and Services . You may purchase additional products and services at our then - current list price, also by executing a mutually agreed addendum signed by authorized Tyler representatives and Client’s City Manager. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.

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5. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Sen ior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.

6. 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, arisin g from our performance of this Agreement.

7. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.

8. E-Verify. We have complied, and will comply, with the E -Verify procedures administered by the U.S.

Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.

9. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.

10. Binding Effect; No Assignment . This Agreement shall be binding on, and s hall 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.

11. 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.

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12. 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.

13. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.

14. 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.

15. 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.

16. Independent Contractor. We are an independent contractor for all purposes under this Agreement.

17. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.

18. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.

19. 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 entitie s, 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 tra de secrets, each as defined by applicable state law. As Client is a public agency subject to the California Public Records Act (CPRA), Client will be under no obligation to act contrary to the requirements of the CPRA, and if Client acts upon reasonable belief and advice of counsel that a particular item is required to be released under the CPRA, Tyler will not hold the Client liable for such release. However, before any release of Tyler information under the CPRA, Client will give Tyler as much notice as is legally permissible for Tyler to pursue any remedies available to it under 16 14
applicable law. Further, upon request of Tyler Confidential Information, Client will immediately notify Tyler of such request. Tyler agrees that it will not disclose any information provided by Client to third parties whether or not confidential unless required by law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:

(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) 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 prompt notice as described in Section I( 17) and otherwise perform the functions required by applicable law.

20. 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.

21. Governing Law. This Agreement will be governed by and construed in accordance with the laws of California, without regard to its rules on conflicts of law.

22. 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.

23. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.

24. 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.

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25. Contract Documents. This Agreement includes the following exhibits:

Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms

26. Notices. The following addresses and contacts shall be used for official notice under this Agreement:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Simi Valley
One Tyler Drive 2 929 Tapo Canyon Rd.

Yarmouth, ME 04096 Simi Valley, CA 93063
Attention: Chief Legal Officer Attention: Administrative Services Director

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the Effective Date.

Attest: City of Simi Valley, A Municipal Corporation

By:

Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California

Approved as to Form: Date:

Tyler Technologies, Inc.,

Algeria R. Ford, City Attorney
By:

Approved as to Content:

Print Name: Tina Mize

Title: Group General Counsel
Samantha C. Argabrite, City Manager
Date:

Johanna Medrano, By:

Deputy Administrative Services Director/
Budget & Purchasing Print Name: Kim Watson

Title: Senior Corporate Attorney

Carolyn Johnson Date:

Administrative Services Director

19 Exhibit A

1 Exhibit A
Investment Summary

The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. 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.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
20 Exhibit A

2 21
Exhibit A

3 22
Exhibit A

4 23
Exhibit A

5 24
Exhibit A

6 25
Exhibit A

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Exhibit B

1 Exhibit B
Invoicing and Payment Policy

We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.

1. Tyler Software.

1.1 License Fees: License fees, if any, are invoiced as follows: 100% on the Effective Date.

1.2 Maintenance and Support Fees : Maintenance and Support Fees are invoiced annually for currently licensed Tyler Software in advance on each anniversary of January 29 th. The initial Year 1 Maintenance and Support Fees for any newly added module will be invoiced on the date when Tyler provides Client with access to the applicable Tyler Software and will be co- termed to the existing maintenance term. Annual increases will not exceed 5% per year for the remainder of the Term.

1.3 SaaS & Subscription Fees: SaaS (including hosting) fees and subscription fees are invoiced on an annual basis, beginning on the first day of the month immediately following the Effective Date. Your annual SaaS fees and subscription fees for the initial year one term are set forth in the Investment Summary and will be co -termed to the existing maintenance term . Upon expiration of the initial term, your annual SaaS fees and subscription fees will be at our then- current rates, which will not increase more than 5% per year for the remainder of the Term.

2. Other Tyler Software and Services.

2.1 Implementation and Other Professional Services ( including training): Implementation and other professional services ( including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.

2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed -fee services, they will be invoiced 50% upon delivery of the b est practice recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.

27 Exhibit B

2 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 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement.

2.5 Other Fixed Price Service s: Except as otherwise provided, o ther fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document.

2.6 Systems Management: Systems Management Services are invoiced annually on December 29th and are provided in accordance with the terms of service for Tyler Systems Management found here:
https://www.tylertech.com/terms/tyler-systems-management-terms-of- service, except the maximum annual fee shall not exceed $30,000.

2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due annually, in advance, commencing on January 1st. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then -current rates , which will not increase more than 5% per year for the remainder of the Term.

3. Third Party Products.

3.1 Third Party Software License Fees : License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.

3.2 Third Party Software Maintenance : The first year maintenance fees for the Third Party Software, if any, is invoiced when we make that Third Party Software available to you for downloading.

3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.

3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.

3.5 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, 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. Pricing for subsequent years will be at the respective third party’s then-current rates.

4. Transaction Fees. 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. 28 Exhibit B

3 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, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests .

Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.

Payment. Payment for undisputed invoices is due within forty -five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FEES SET FORTH IN THE INVESTMENT SUMMARY HAVE BEEN PAID BY CLIENT TO TYLER PRIOR TO THE EFFECTIVE DATE.

29 Exhibit B
Schedule 1

1 Exhibit B
Schedule 1
Business Travel Policy

1. Air Travel

A. Reservations & Tickets

The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.

Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory.

When booking less than seven (7) days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because the se fares are non -refundable and have many restrictions that outweigh the cost-savings.

B. Baggage Fees

Reimbursement of personal baggage charges are based on trip duration as follows:

• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags

Baggage fees for sports equipment are not reimbursable.

2. Ground Transportation

A. Private Automobile

Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.

Employees who have been designated a home office should calculate miles from their home.

30 Exhibit B
Schedule 1

2 B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.

C. Public Transportation

Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.

D. Parking & Tolls

When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.

3. Lodging

Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.

“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.

Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.

Employees are not authorized to reserve non -traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses

Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.

Incidental expenses include tips to maids, hotel staff, and shutt le drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.

31 Exhibit B
Schedule 1

3 Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.

A. Overnight Travel

For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day

Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon

Return Day

Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner

*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:

Breakfast 15%
Lunch 25%
Dinner 60%

B. Same Day Travel

Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*

*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

5. Internet Access – Hotels and Airports

Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.

6. International Travel

32 Exhibit B
Schedule 1

4 All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.

When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and le gal fees, entry taxes and departure taxes are reimbursable.

The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.

Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.

33 Exhibit C

1 Exhibit C
Maintenance and Support Agreement

We will provide you with the following maintenance and support services for the Tyler Software.

Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

1. Term. We provide maintenance and support services on an annual basis. The term c ommences on January 29th each year, and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term.

2. Maintenance and Support Fees. Your Year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We will provide you with at least forty-five (45) days’ written notice of any change in your annual maintenance and support fees with a current list of software, products and/or services to update the Investment Summary in Exhibit A, which will not increase more than 5% per year. We reserve the r ight to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within sixty (60) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended.

3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process:

3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software ( subject to any applicable release life cycle policy); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void;

3.2 provide support during our established support hours;

3.3 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;

3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and

3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.
34 Exhibit C

2 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high -speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control.

Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you als o maintain a VPN for backup connectivity purposes.

5. Hardware and Other Systems. If you are a self- hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement.

In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software:

(a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non -Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third -Party Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.

6. Other Excluded Services. Maintenance and support fees do not include fees for the following services:
(a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice.

7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1.
35 Exhibit C
Schedule 1

1 Exhibit C
Schedule 1
Support Call Process

Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.

A built-in Answer Panel provides users with resolutions to most “how-to” and configuration-based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group. (3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support. * Channel availability may be limited for certain applications.

Support Resources

A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com
– for accessing client tools, documentation, and other
information including support contact information.
(2) Tyler Search - a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products.

Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.

New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day

For support teams that provide after -hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth 36 Exhibit C
Schedule 1

2 below.

We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.

Incident Handling
Incident Tracking

Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.

Incident Priority

Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only.

References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.

Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.

Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
37 Exhibit C
Schedule 1

3 Priority
Level Characteristics of Support Incident Resolution Targets* 2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.

Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available
database.
3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.

Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.

Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need

Incident Escalation

If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.

Remote Support Tool

Some support calls may require further analysis of the Client ’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.
38 Exhibit D

1 Exhibit D
Third Party Terms

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39 Exhibit D
Schedule 1

1 Exhibit D
Schedule 1
Hyperlinked Terms

ThinPrint 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.

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

40 Exhibit D
Schedule 2

1 Exhibit D
Schedule 2
DocOrigin Terms

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41 Exhibit D
Schedule 2

2 42
Exhibit D
Schedule 2

3 43
Exhibit D
Schedule 2

4 44
Exhibit D
Schedule 2

5 45
Exhibit D
Schedule 2

6 46

ATTACHMENT B

Maintenance Costs 5%
Annual Increase
TSM Support
$30,000 Maximum
PACE-5 Training
5% Annual Increase
EnerGov Assist
5% Annual Increase Total Annual Costs
with 5%
Contingency
2024 338,196$ 30,000$ 7,886$ 69,458$ 445,540$ 467,817$ 2025 355,105$ 30,000$ 8,281$ 72,930$ 466,317$ 489,632$ 2026 372,861$ 30,000$ 8,695$ 76,577$ 488,132$ 512,539$ 2027 391,504$ 30,000$ 9,130$ 80,406$ 511,039$ 536,591$ 2028 411,079$ 30,000$ 9,586$ 84,426$ 535,091$ 561,846$ 2029 431,633$ 30,000$ 10,065$ 88,647$ 560,346$ 588,363$ 2030 453,214$ 30,000$ 10,569$ 93,080$ 586,863$ 616,206$ 2031 475,875$ 30,000$ 11,097$ 97,734$ 614,706$ 645,441$ 2032 499,669$ 30,000$ 11,652$ 102,620$ 643,941$ 676,138$ 2033 524,652$ 30,000$ 12,235$ 107,751$ 674,638$ 708,371$ 4,253,788$ 300,000$ 99,196$ 873,629$ 5,526,612$ 5,802,944$ 500,000$ Other Purchases
6,302,944$
Projected Maintenance Fees
47