1 AMENDMENT NO. 3
This amendment (“Amendment No. 3”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the City of Vernon, California, with offices at 4305 S. Santa Fe Avenue, Vernon, California 90058 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement dated January 13, 2021 (“Agreement”); and WHEREAS, the Initial Term of the Agreement expires January 31, 2024 (“Expiration Date”), subject to an optional renewal term upon the parties’ mutual written agreement and amendment; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows:
1. SaaS Term. The term of the Agreement is hereby renewed for an additional period of three (3) years commencing on the day following the Expiration Date (for the purposes of this Amendment, the “Renewal Term”) unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current term.
2. SaaS Fees. SaaS Fees, as detailed in the proforma attached hereto as Exhibit 1, for year one (1) are invoiced annually in advance, beginning on the commencement date of the Renewal Term.
Subsequent annual SaaS Fees are invoiced annually in advance, beginning on the anniversary of the initial invoice date. Tyler will not increase annual SaaS fees by more than 3% in year two (2) and 4% in year three (3) of the Renewal Term.
3. Users Limits. The SaaS fees may be based on user limits indicated in the Agreement. Should the number of users be exceeded, Tyler reserves the right to request renegotiation of the SaaS fees based upon any resulting changes in the pricing categories.
4. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
5. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Vernon, California
By: By:
Name: Name: Carlos R. Fandino Jr.
Title: Title: City Administrator
Date: Date:
Attest:
By: By:
Name: Name: Yonnie Parker
Title: Title: Deputy City Clerk
Date: Date:
Approved as to form:
By:
Name: Zaynah N. Moussa
Title: City Attorney
Date:
Abigail Diaz
Chief Legal Officer
March 11, 2024
Robert Kennedy-Jensen
Group General Counsel
March 11, 2024
3 Exhibit 1
Proforma
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