SOFTWARE AS A SERVICE AGREEMENT•••••. tyler
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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. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• "Client" means City of Clearwater, Florida.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
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 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 that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as 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 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.
• "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.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
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• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "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.
• "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 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 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 internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are
receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms
and conditions of this Agreement including, without limitation, Section B(4). We will make any such
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software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). 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).
3. Ownership.
3.1 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.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) 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;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) 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.
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 the
maintenance and support process set forth in Section C(9), below, the SLA and our then current
Support CaII Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 21. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution
of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will provide you with a
summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the
NDA is in effect and in which you make a written request, we will provide that same
information. If our SaaS Services are provided using a 3rd party data center, we will provide
available compliance reports for that data center.
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6.2 You will be hosted on shared hardware in a Tyler data center or in a third -party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
component failure. 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.
6.4 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. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. 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
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific.
Should you request a client -specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.6 We will be responsible for importing back-up and verifying that you can log -in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.9 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
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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.
SECTION C — PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation -related services itemized in
the Investment Summary and described in the Statement of Work.
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, and the Statement of Work describes, 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 travel is required, we will make all reasonable efforts to schedule travel for our
personnel, 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 reasonable 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.
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.
7. 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.
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 agree to use all reasonable efforts
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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).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
9.1 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);
9.2 provide support during our established support hours;
9.3 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;
9.4 make available to you 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
9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform 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 also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or (d) support outside our normal business hours as listed in our then -
current Support Call Process. Requested 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.
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SECTION D — THIRD PARTY PRODUCTS
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. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access 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 supplier 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.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(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 invoice. We reserve the right to suspend delivery of all SaaS
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 F — TERM AND TERMINATION
1. Term. The initial term of this Agreement is three (3) years, commencing May 1, 2023, unless earlier
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terminated as set forth below. Upon expiration of the 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 E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(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 H(3).
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 G — 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 G(1) 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, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
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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; or (c) replace it with a functional
equivalent. 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 (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.
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
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.
Client's indemnification shall not be construed as a waiver of Client's sovereign immunity or the
limitaitons of Section 768.28, Florida Statutes. This indemnification is not intended to nor shall
be interpreted as limiting or in any way affecting any defense Client may have under Section
768.28, Florida Statutes or as consent to be sued by third parties. 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. 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 (A) DURING THE INITIAL TERM, AS SET FORTH
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IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) 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 G(1) AND G(2).
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: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least $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 H — 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 list
price, 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. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. 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. Senior 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.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
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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.
5. 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.
6. 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.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. 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.
9. 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.
10. 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.
11. 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.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
••:;:•. tyler
11
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. 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.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. 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.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. 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 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 and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your
Data. In the event we detect malware or other conditions associated with your Data that are
reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the
•
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12
absolute right to move your Data from its location within a multi -tenancy Tyler hosted environment
to an isolated "quarantined" environment without advance notice. Your Data will remain in such
quarantine for a period of at least six (6) months during which time we will review the Data, and all
traffic associated with the Data, for signs of malware or other similar issues. If no issues are
detected through such reviews during the six (6) month period of quarantine, we will coordinate
with you the restoration of your Data to a non -quarantined environment. In the event your Data
must remain in quarantine beyond this six (6) month period through no fault of Tyler's, we reserve
the right to require payment of additional fees for the extended duration of quarantine. We will
provide an estimate of what those costs will be upon your request.
19. 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.
20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile, without regard to its rules on conflicts of law.
21. 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.
22. 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.
23. 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.
24. Contract Documents. This Agreement includes the following exhibits:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Investment Summary
Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Service Level Agreement
Schedule 1: Support Call Process
Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
13
•
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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: Robert Kennedy -Jensen
Title: Group General Counsel
Date: February 14, 2023
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
CITY OF CLEARWATER, FLORIDA
City of Clearwater
By:
Name:
Title:
Date:
Address for Notices:
City of Clearwater
100 S. Myrtle Ave.
Clearwater, FL 33756
Attn': David Pearson
Brian J. ngst, Sr.
Mayor
Approved as to form:
0406L
Owen Kohler
Lead Assistant City Attorney
Jenni1 r Pbifrier"
Jity Manager
Attest:
Rosemarie Call
City Clerk
14
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Exhibit A
•
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• technologies
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration
date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of
conflict between the Agreement and terms in the Comments section of this Investment Summary, the
language in the Agreement will prevail.
Tyler sales quotation inserted on the following pages.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Descrpton Qty Imp. HourAnnual Fee
$80,797.00
$ 9,765.00
$ 20,599.00
$ 14,866.00
$ 9,180.00
$ 14,322.00
$ 12,874.00
$ 36,109.00
er
techr,o,,,g„,
Saks Quotation For
City of Clearwater
112 S Osceola Ave
Clearwater Fl 33756-5106
Phone: +1 (727) 562-4040
T kr SaaS and Related Services
Quoted By:
Quote Expiration:
Quote Name:
Quote Description:
Saas Term
Exhibit A
Cindy Chase
04/30/23
Crty of Clearwater - ERP - SaaS
SaaS Flip
3.00
Accounting/GL/BG/AP
Bid Management
Capital Assets
Cash Management
Contract Management
eProcurement
Project & Grant Accounting
PUrChaSh",. r
ALLSNA:410yrn.,AAR1K4*.
„ .
Human Resources & Talent Management
Payroll w/ESS
VTF27,7p,V,Ppkg'
Accounts Receivable
General Billing
2022-334882-X2X9K8
11115-021111,
2
1
1
1
1
1
1
1 0
1 0 $ 8,655.00
1 0 $ 14,214.00
1 0 $ 17,932.00
1 0 $ 8,679.00
CONFIDENTIAL Page 1
tyler
Content Manager Core
Exhibit A
$ 22,989.00
8 235.00
0,000.00
6,425.00
$ 7,228.00
$150,000.00
$ 512,869.00
and Reporting
2 TB Content Manager Additional Storage
Enterprise Forms Processing Software (including Common Form Set)
ACFR Stateme
Concurrent Users
0
TOTAL
Professional Services
0
0
Description
Quantity Unit Pr ice Fxt 6i
,rt
Extended
Price
Main±enan
Project Planning Services
TOTAL
1 $ 25,643.00
$ 0.00 $ 25,643.00
$ 25,643.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 512,869.00
Total Tyler Services $ 25,643.00 $ 0.00
Total Third -Party Hardware, Software, Services $ 0.00 $ 0.00
Summary Total $ 25,643.00 $ 512,869.00
Contract Total $ 1,564,250.00
2022-334882-x2X9K8 CONFIDENTIAL
3
$ 0.00
$ 0.00
Page 2
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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:
Print Name:
Al! Primary values quoted in US Odlars
Date:
PON:
Exhibit A
Comments
Client agrees that items In this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement")
between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall
conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (11) when Tyler makes such
software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
• Annual Maintenance and Support fees, SaaS fees. Hosting fees, and Subscription fees are first payable when Tyler makes the software available
for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting,
and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoked annually
thereafter in accord with the Agreement.
• Fees for services Included in this sales quotation shall be invoiced as indicated below.
Implementation and other professional services fees shall be invoiced as delivered.
Fixed -fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module,
and 50% upon delivery of custom desktop procedures, by module.
Fixed -fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client
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CONFIDENTIAL Page 3
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Exhibit A
acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as
ertimated, Tyler will invoice Client the actual services delivered on a time and materials basis.
• Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt,
where "Project Planning Services' are provided, payment shall be invoiced upon delivery of the Implementation Planning document
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately
following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement.
• Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifkaliy for
migrations: Tyler will invoke Client 50% of any Migration Fees listed above upon Client approval of the product suite migration
schedule. The remaining 50%, by line item, will be billed upon the go -live of the applicable product suite. Tyler will invoice Client for any
Project Management Fees listed above upon the go -live of the first product suite. Unless otherwise indicated on this Sales quotation,
annual services will be Invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If
listed annual service(s) Is an addition to the same service presently existing under the Agreement, the flrst term of the added annual
service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the
Agreement.
• Expenses associated with onsite services are invoked as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement,
and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these
factors.
Tyler's pridng is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or
services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not Include travel expenses incurred in accordance with Tyler's then -current Business
Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are
responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
in the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (1) 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
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5
CONFIDENTIAL Page 4
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Exhibit A
more than one occurrence of a Bass 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.
Content Manager SE includes up to 3TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of
$5,000 per TB.
Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 10995, and 10996.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct
deposit, W2, W2c, ACA 10958, ACA 1095C and 1099 R.
Project Management includes project planning, kidwff meeting, status calls, task monitoring, verification and transition to support.
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.
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CONFIDENTIAL Page 5
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Exhibit B
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Exhibit B
Invoicing and Payment Policy
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. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) 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.
2. Other Tyler Software and Services.
2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
2.2 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.
2.3 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 your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance 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.
2.4 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.
2.5 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 this Agreement.
0
0.
:..0,
1
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Exhibit B
2.6 Other Fixed Price Services: Other 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. 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.
2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due
annually, in advance, commencing on 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 fees will be at our then -current rates.
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 for the Third Party Software
is invoiced when we make it 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. For the
avoidance of doubt, Finite Matters will invoice Client directly for any services fees for
Pattern Stream.
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
(call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A 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, plus a 10% travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B as 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.
6. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a credit
for the maintenance and support fees prepaid for the Tyler Software for the time period
commencing on the first day of the SaaS Term.
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2
Exhibit B
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
AR@tylertech.com.
3
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•
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• technologies
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
Exhibit B
Schedule 1
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 these 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.
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1
Exhibit B
Schedule 1
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.
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.
OA,
V.*
•
2
yler
Exhibit B
Schedule 1
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 shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
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
Depart after 12:00 noon
Return Day
Lunch and dinner
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.
•••`°• tyler
3
Exhibit B
Schedule 1
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
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 legal 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.
••:;:•. ty ler
4
Exhibit C
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• technologies
Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. This SLA does not apply to any Third Party
SaaS Services. All other support services are documented in the Support Call Process.
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 quarter,
calculated as follows: (Service Availability — Downtime) - 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: (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 quarter 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.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance is limited to five (5) hours per week.
111. 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
with you to identify the cause of the Downtime (including whether it may be the result of Planned
••:;.. tyler
Exhibit C
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 quarter.
In order to receive relief credits, you must submit a request through one of the channels listed in our
Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your
relief request within thirty (30) day(s) 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.
99.99% - 98.00%
97.99% - 95.00%
Below 95.00%
Remedial action will be taken
4%
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.
'.f tyler
2
Support Channels
•
•••
••
tyler
technologies
Exhibit C
Schedule 1
Support CaII Process
Exhibit C
Schedule 1
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) — for Tess 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
M.S.tyler
1
Exhibit C
Schedule 1
such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets
set forth 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.
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.
•.:;.®. tyler
2
Exhibit C
Schedule 1
Priority
bevel
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.
•.`: tyler
3
Exhibit D
•
••••:•*. tyler
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• technologies
Exhibit D
Third Party Terms
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tyler
1
Exhibit D
Schedule 1
•
••••••.• tyler
❖
• technologies
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.
••:;•. tyler
1
Exhibit E
•
••''•
•.tyler
..
• technologies
Exhibit D
Schedule 2
DocOrigin Terms
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
•
••°'•• tyler
1
Exhibit E
ATTENTiON: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation) AND IS NOT BEING SOLD. THIS SOFTWARE IS
PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE
SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES,
CONDfTIONS. REMEDIES, AND LIABILITIES.
DocOrigin
SOFTWARE LICENSE
IMPORTANT -READ CAREFULLY: This End -User license Agreement (Agreentenir or 'EULA") is a legal
agreement between you (either an indiv' idual person or a single legal entity, who well be referred to in this EULA as
'You") and Eclipse Corporation WSL, Inc. referred to in this EULA as Eclipse Corporation, for the DocOrigin software
product that accompanies this EULA. including any associated media, printed materials and electronic documentation
(the "Software). The Software also encompasses any software updates, add-on components, web services and'or
supplements that may be provided to you or made available to you after the date you obtain the initial copy of the
Software to the extent that such items are not accompanied by a separate license agreement or terms of use. if you
receive the Software under separate terms from your distributor. those terms wilt take precedence over any
conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA If you do not agree to the terms of this EULA. do not install. access or use the Software: instead, you
should remove the Software from al systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENT1TY HAS FULL POWER.
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER_
1_ LICENSE TERMS
1_1
in this Agreement a "License Key means any license key. activation code. or similar installation, access or
usage control codes, including serial numbers digitally created and or provided by Edipse
Corporation ,designed to provide unlocked access to the Software and its functionality.
12 Evaluation License. Subject to all of the terms and conditions of this Agreement. Eclipse Corporation
grants You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of
the Software from www.docorigin.com on a single machine and use it on a royatty-free basis for no more
than 120 days from the date of installation (the "Evaluation Period"). You may use the Software during the
Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end on
expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no
obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obligations set out in section [7.31 of this Agreement. For greater certainty. any document generated by you
under an evaluation license will have a 'spoke or watermark on the output document Documents
generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler'
produced. You are not permitted to remove the watermark or 'spoiler from documents generated using the
software under an evaluation ficense.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions
of this Agreement, Eclipse Corporation grants You. a perpetual (subject to termination by Eclipse
Corporation due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide
tyler
2
Exhibit E
non -sub license able license to download and install a copy of the Software from www.docorigin.com on a
single machine and use far development and testing to create collateral deployable to Your production
system(s). You are not entitled to use a development and testing license for live production purposes.
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and
resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement Eclipse
Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the
terms of this Agreement), non-exdusive, non -transferable, worldwide non -sub license able license to use the
Software in accordance with the icense type purchased by you as set out on yoxr purchase order as further
described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an
approved distributor of the Software. and approved by Eclipse Corporation, the default license b the
Software is a per -CPU license as described it A_ below:
Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is consider one (1) CPU_ and
any remaining unpaired processing core, will be deemed a CPU. (b) al! CPUs ori a computer on
which the Software is installed shall be deemed to operate the Software unless You configure that
computer (using a reliable and verifiable means of hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer. Virtual Machines ("VW's") are considered as a server. Installing and configuring the
software on multiple VM's requires one license per VM server. An enterprise license is available
upon request. Pricing varies based on the size of the company.
B. Per -Document This is defined as a fee per document based an the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance. a batch of invoices for 250 customers may contain 1.000 pages. this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per -Surface. This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software_ The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF).
each page placed ii the file is considered a surface_ A document may contain 1 or more surfaces.
For instance, a batch of invoices for 250 customers may contain 500 pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes onty and under no circumstance may the disaster recovery
Ficense be used for production simultaneously with a production license with which it is paired.
1.6
Backup Copies_ After installation of the Software pursuant to this EULA, you may store a copy of the
installation files for the Software solely for backup or archival purposes_ Except as expressly provided in this
EULA. you may not otherwise make copies of the Software or the printed materials accompanying the
Software.
11 Third -Party Software License Rights. If a separate license agreement pertaining to an item o4 third -party
software is: delivered to You with the Software, included in the Software download package, or referenced in
any material that is provided with the Software, then such separate license agreement shall govern Your use
of that item or version of Third -Party Software. Your rights in respect to any third -party software. third -party
data. third -party software or other third -party content provided with the Software shall be limited to those
rights necessary to operate the Software as permitted by this Agreement No other rights in the Software or
third -party software are granted to You.
tyler
3
Exhibit E
LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends. proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You. You may
not remove or alter any copyright. trademark andlor proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation_ You shall not sublicense, distribute or otherwise make the Software available to any third party
(inchtdmg, without imitation. any contractor, franchisee, agent or dealer) without first obtaining the written
agreement of (a) Eclipse Corporation to that use. and (b) such third party to comply with this Agreement You
further agree not to (i) rent lease. sell, sublicense. assign. or otherwise transfer the Software to anyone else; (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software. or (ki) use the Software to operate or as a part of a time-sharing service,
outsourcing service. service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer. decamp -le, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key. You wilt be entitled to download the latest version of the Software
from the DocOrigin website www.docorigin.com. Use of any updates provided ID You shall be governed by the
terms and conditions of this Agreement Eclipse Corporation reserves the right at any time to not release or to
discontinue release of any Software and to alter prices. features, specifications. capabilities. functions. licensing
terms, release dates, general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that well unlock the more
current version(s) of the Software_ For greater certainty, if you attempt to use an expired License Key to
download the Latest version of the Software. the Software will revert to being a locked, evaluation copy of that
version of the Software.
4. INTELLECTUAL PROPERTY RIGHTS.
This EULA does not grant you any rights in connection with any trademarks or service marks of Edipse
Corporation or DocOrigin. A!♦ title and intellectual ;property rights in and to the Software. the accompanying
printed materials, and any copies of the Software are owned by Eclipse Corporation or its suppliers. All title and
intelectual property rights in and to the content that is not contained in the Software, but may be accessed
through use of the Software. is the property of the respective content owners and may be protected by appbcable
copyright or other intellectual property laws and treaties_ This EULA grants you no rights to use such content If
this Software contains documentation that is provided only in electronic form, you may print one copy of such
electronic documentation_
DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY LAW. THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN 'AS IS' BASIS
AND THERE ARE NO WARRANTIES. REPRESENTATIONS OR CONDITIONS. EXPRESS OR IMPLIED,
WRi I 1 EN OR ORAL ARISING BY STATUTE. OPERATION OF LAW. COURSE OF DEALING. USAGE OF
TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED
UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION
ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY.
MERCHANTABILITY. MERCHANTABLE QUALITY, DURABILrrY. FITNESS FOR A PARTICULAR PURPOSE
AND NON -INFRINGEMENT. ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions, some or all of the provisions in this Section may not be effective or the appbcable law may
mandate a more extensive warranty in which case the applicable taw well prevail over this Agreement.
••:;:�. tyler
4
Exhibit E
6. INDEMNIFICATION & LIMITATIONS OF LIABILITY_
0.1 Eclipse Corporation shall defend andbr settle at its expense. any claims, actions, allegations or proceedings
against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third
party's proprietary or intellectual property right (-CI "wins"). and Eclipse Corporation shall pay all damages finally
awarded by a court of competent jurisdiction to such third party against You, or any settlement amounts agreed
by Eclipse Corporation; subject to the conditions that, You shall notify Eckpse Corporation promptly of any You
Claims, permit Eclipse Corporation to contrail the defense and settlement of such Claims and assist Eclipse
Corporation. at Eclipse Corporation's expense, in defending or setting such Claims. Ectipse Corporation shall
not be liable for any settlement amounts entered into by You without Eclipse Corporation's prior written approval.
If Eclipse Corporation has reason b betieve that it would be subject to an injunction or continuing damages
based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third
party software suppiers is subject to an injunction or continuing damages based on the Software), then
notwithstanding any other provision in this Agreement. Ecipse Corporation shall be entitled to either modify the
Software to make it non -infringing andfor remove the misappropriated material, replace the Software or portion
thereof with a service or materials that provide substantially be same functionality or information, or, if neither of
the foregoing is commercially practicable, require You to cease using the Software and refund to You (a) a pro
rata portion of any one (1) time fees (based on a three (3) year, straight-line depreciation schedule from the date
of payment), and (b) any fees that have been pre -paid by You but are unused. The foregoing notwithstanding.
Eclipse Corporation shall have no habitity for a claim of infringement or misappropriation to the extent caused by
(i) the combination of the Software with any other service, software, data or products not provided or approved
by Eclipse Corporation: or (ft) the use of any material provided by You or any end users, (ii) any breach by You
of this Agreement THE FOREGOING IS ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY. AND
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY
THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE
CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT. INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES. LOSS OF BUSINESS. LOSS OF PROFITS. LOSS
OF REVENUE. LOST OR DAMAGED DATA. LOSS OF COMPUTER TIME. COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE
CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. OR SUCH
LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT
TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED
BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY
CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE. WILL BE LIMITED IN THE AGGREGATE TO THE
AMOUNTS PAID BY YOU FOR THE SOFTWARE. TECHNICAL SUPPORT OR SERVICES GIVING RISE TO
THE CLAIM_
6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
UABILITY CONSTITUTE AN ESSENTIAL PART OF TI -11S AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD
GRANT THE RIGHTS GRANTED IN TICS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement win begin on download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1. shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
72 Eclipse Corporation may terminate. this Agreement in the event of any breach by You if such breach has not
been cured within thirty (30) days of notice to You. No termination of this Agreement will entitle You to a refund
of any amounts paid by You to Eclipse Corporation or its applicable distributor or reseHer or affect any obligations
You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor.
tyler
5
Exhibit E
7.3 Your rights to use the Software will immediately terminate upon termination or emiiration of this Agreement
Within thirty (3D) days of termination or expiration of this Agreement. You shall purge all Software and all copies
thereof from all computer systems and storage devices on which it was stored, and certify such to Edipse
Corporation
8. GENERAL PROVfSIONS
8.1 No Waiver. No delay or fadure in exercising any right under this Agreement. or any partial or single exercise of
any right. will constitute a waiver of that right or any other rights under this Agreement No consent to a breach
of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision.
8_2 Severabifity. If any provision of this Agreement is, or becomes, unenforceable• it wHI be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect
8.3 Assignment You may not transfer or assign this Agreement (whether voluntarily, by operation of law. or
otherwise) without Eclipse Capitation 's prior written consent Eclipse Corporation may assign this Agreement
at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties. and their
respective successors and permitted assigns.
8.4 Governing Law and Venue if You are located in the USA. This Agreement shall be governed by the laws of
the 51010 01 Texas if You are located in the USA No choice of laws rules of any jurisdiction shall apply to this
Agreement_ You consent and agree that the courts of the State of Texas shall have jurisdiction over any legal
action or proceechng brought by You arising out of or relating to this Agreement arid You consent to the
jurisdiction of such courts for arty such action or proceecfing.
8.5 Governing Law and Venue if You are not located in the USA. This Agreement shall be governed by the laws
of the Province of Ontario in Canada if You are not located in the USA . No choice of laws rules of any
jurisdiction shall apply to this Agreement You consent and agree that the courts of the Province of Ontario in
Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this
Agreement. and You consent to the jurisdiction of such courts for any such action or proceeding.
8M Entire Agreement This Agreement is the entire understanding and agreement between You and Edipse
Corporation with respect to the subject matter hereof. and it supersedes all prior negotiations, commitments and
understandings, verbal or written. and purchase order issued by You. This Agreement may be amended or
otherwise modified by Edipse Corporation from time to time and the most recent version of the Agreement will
be available on the Eclipse Cooperation website www.doccrigin.com.
Last Updated: July 22, 2017
6
.4% tyler
Clearwater FL Agreement SaaS Flip 021423 -
Tyler signed
Final Audit Report
2023-02-14
Created: 2023-02-14
By: Amanda Andreine (amanda.andreine@tylertech.com)
Status: Signed
Transaction ID: CBJCHBCAABAAY4-c-c7LXQF2Mom1oq1fGPrH865NNO_s
"Clearwater FL Agreement SaaS Flip 021423 - Tyler signed" His
tory
5 Document created by Amanda Andreine (amanda.andreine@tylertech.com)
2023-02-14 - 7:02:01 PM GMT
Py Document emailed to Robert Kennedy -Jensen (rob.kennedy-jensen@tylertech.com) for signature
2023-02-14 - 7:02:32 PM GMT
'5 Email viewed by Robert Kennedy -Jensen (rob.kennedy-jensen@tylertech.com)
2023-02-14 - 7:07:44 PM GMT
p Document e -signed by Robert Kennedy -Jensen (rob.kennedy-jensen@tylertech.com)
Signature Date: 2023-02-14 - 7:07:51 PM GMT - Time Source: server
Q Agreement completed.
2023-02-14 - 7:07:51 PM GMT
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