HomeMy WebLinkAboutFire Prevention module JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley,County Administrator
FROM: Phil Cecere, Building Official/ Fire Marshal
DATE: 09/23/2024
SUBJECT: Request for contract review for Tyler Fire Prevention Mobile
STATEMENT OF ISSUE:
The Department of Community Development (DCD)and the Office of the Fire Marshal has need to establish
a contract with a vendor(Tyler Technology) that provides a platform for fire inspection services.
ANALYSIS:
The Fire Marshal held a BoCC workshop on August 5, 2024. The workshop conveyed the need for resources
and requested a budget appropriation from the Board of County Commissioners (BoCC). The BoCC
approved the purchase of the Fire Prevention Mobile software as part of that resource request.
FISCAL IMPACT:
The costs for this contract were approved in the form of a one-time budget appropriation to DCD.
RECOMMENDATION:
Staff recommends the Board approve the contract.
REVIEWED BY:
Mark McCauley, ounty Administrator /ate
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Tyler Technologies,Inc Contract No: ZOM -DC;> =TYLi�
Contract For: Fire Prevention Mobile Term: Date of adoption-10/1/2029
COUNTY DEPARTMENT: Community Development
Contact Person: Chelsea Provonost
Contact Phone: 360.379-4494
Contact email: cpronovost@co tetferson wa us
AMOUNT: $6,699 PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund # RFP or RFQ
Munis Org'Obj Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ❑■ N/A:F 11�k CIA zzz;zy
Signature T—Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: F N/A: �, �— V17/
Signature Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 9/19/2024.
STEP 4: PROSECUTING ATTORNEY" REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 9/19/2024.
Thank you for updating the term to comply with JCC 3.55. PAO signature
missing. PAO added this time to not delay approval any further.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
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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 Services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy
is attached as Schedule 1 to Exhibit B.
• "Client" means Jefferson County,WA.
• "Data" means data uploaded or provided by you or your End Users through the use of the Tyler
Software and necessary to utilize the Tyler Software. "Data" excludes Service Usage Data.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in
the Investment Summary, if any.
• "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, based on a condition within our
reasonable control. 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.
• "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 last signature date set forth in the signature block.
• "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.
• "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 the 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
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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.
• "Service Usage Data" means data and telemetry collected by us relating to your or your authorized
users' use of the Tyler Software and/or SaaS 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 Software" means the third party software, if any, identified in the Investment Summary
and not embedded in the Tyler Software.
• "Third Party Terms" means, if any,the end user license agreement(s)or similar terms, as applicable.
• "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. The Tyler Software also includes embedded third-party software that we are licensed to
embed in our proprietary software and sub-license to you.
• 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. 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).
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 amount of Data Storage Capacity. You may add
additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or
meaningfully exceed the 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
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endorse any Data used in connection with the SaaS Services.
3.4 You understand and agree that we may collect and use Service Usage Data to perform the SaaS Services,
and for our own purposes, including the purposes described below. We may use Service Usage Data to
(a)operate, maintain, manage, and improve existing and create new products and services, (b) maintain
the security of the Tyler Software and SaaS Services, (c) aggregate your Service Usage Data and combine
it with that of other clients and their users, and (d) use anonymized or aggregated Service Usage Data
for our research, analytics or other business purposes. Service Usage Data will not be disclosed to any
third-party unless (i) it is anonymized and aggregated such that it does not identify you, your users or
your Confidential Information or(ii) we have entered into a written agreement with such third-party to
bind them to applicable legal requirements with respect to the Service Usage Data. You agree to notify
your users of our collection and use of Service Usage Data, obtain any required consents, provide all
necessary notices, and meet any other applicable legal requirements with respect to our collection and
use of Service Usage Data.
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 Call Process or to provide you
with a functional equivalent. For the avoidance of doubt,to the extent any third-party software is
embedded in the Tyler Software, your limited warranty rights are limited to our Defect resolution
obligations set forth above;you do not have separate rights against the developer of the embedded third-
party software.
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 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 third-party data center, we will provide
available compliance reports for that data center.
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 The data centers utilized under this Agreement 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 disruption of SaaS Services from the data center hosting
your data,we reserve the right to employ our disaster recovery plan for resumption of the SaaS
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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 unavailability of SaaS Services from the
data center hosting your data. RTO represents the maximum duration of time following disruption of
the SaaS Services 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. 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 and mitigate any findings in accordance with
industry standards.
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 The data centers utilized under this Agreement are accessible only by authorized personnel with a
unique key entry.All other visitors to such 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.
SECTION C—OTHER PROFESSIONAL SERVICES
1. Other Professional Services. We will provide you the various implementation-related services itemized in the
Investment Summary.
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.
3. Additional Services. The Investment Summary contains the scope of services and related costs(including
programming and/or interface estimates) required for the project based on the documented scope of the
project as of the Effective Date. 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.
4. Cancellation. If you cancel services less than four(4) weeks in advance (other than for Force Majeure or
breach by us),you will be liable for all(a) daily fees associated with cancelled professional services if we are
unable to reassign our personnel and (b) any non-refundable travel expenses already incurred by us on your
behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four(4)
weeks of scheduled commitments.
5. Services Warranty. We will perform 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-
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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. You agree that it is your responsibility to
ensure that you satisfy the then-current system requirements, if any, minimally required to run the Tyler
Software.
7. Client Assistance. You acknowledge that the implementation of the Tyler Software, and the ability to meet
project deadlines and other milestones, is a cooperative effort requiring the time and resources of your
personnel, as well as ours. You agree to use all reasonable efforts to cooperate with and assist us as may be
reasonably required to meet the agreed upon project deadlines and other milestones for implementation.
This cooperation includes at least working with us to schedule the implementation-related services outlined
in this Agreement.
8. Background Checks. For at least the past twelve(12)years, all of our employees have undergone criminal
background checks prior to hire. All employees sign our confidentiality agreement and security policies.
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 all releases to the Tyler Software (including updates and enhancements)that we make
generally available and deploy,without additional charge;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 any maintenance and support services remotely. For any on-
premise clients or components,we currently use a third-party secure connectivity tool called BeyonclTrust
(formerly Bomgar),as well as GoToAssist by Citrix. 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
reasonable 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.
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
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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)week's advance notice.
SECTION D—THIRD PARTY PRODUCTS
To the extent there are any Third Party Products identified in the Investment Summary,the Third Party Terms
will apply. You acknowledge that we may have embedded third-party functionality in the Tyler Software that is
not separately identified in the Investment Summary. If that third-party functionality is not separately identified
in the Investment Summary,the limited warranty applicable to the Tyler Software applies, and we further
warrant that the appropriate Developer has granted us the necessary license to(i)embed the unidentified third-
party functionality in the Tyler Software;and (ii)sub-license it to you through our license grant to the Tyler
Software. You may receive maintenance and support on such embedded third-party software under the
Maintenance and Support Agreement.
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 five (5)years from the first day of the first month following the
Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term,this
Agreement may be renewed at our then-current rates, upon mutual written consent of the parties unless
terminated in writing by either party at least sixty(60) days prior to the end of the then-current 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
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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 Maieure. 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 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. We will pursue
those options in the order listed herein. This section provides your exclusive remedy for third party
copyright, patent, or trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will defend, 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 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
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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. 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 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 Tyler 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 or Tyler purchase order. If no rate is provided in the Investment Summary, or those
twelve (12) months have expired,you may purchase additional Tyler products and services at our then-
current list price,also by executing a mutually agreed addendum or Tyler purchase order. The terms of this
Agreement will control any such additional purchase(s), unless otherwise specifically provided in the
addendum or Tyler purchase order.
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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,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 Maieure. 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
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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 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.To the extent Client engages independent contractors to fulfill its
obligations under this Agreement, Client shall enter into a written agreement with said independent
contractors that contains confidentiality covenants at least as restrictive as the confidentiality covenants
contained herein.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; or
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure; or
(c) a party receives from a third party who has a right to disclose it to the receiving party;or
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(d) is the subject of a legitimate disclosure request under the open records laws or similar applicable
public disclosure laws governing this Agreement, or a subpoena; 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. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. Twilio Acceptable Use Policy and Terms of Service. Your use of the Tyler Software may include functionality
provided by a Third Party Developer,Twilio. Your rights, and the rights of any of your end users,to use said
functionality are subject to the terms of the Twilio Acceptable Use Policy, available at
http://www.twilio.com/legal/aup,and to applicable provisions found in the current Twilio Terms of Service,
available at https://www.twilio.com/legal/tos. By signing a Tyler Agreement or accessing, installing,or using
any such Tyler solution, you certify that you have reviewed, understand and agree to said terms.Tyler
hereby disclaims any and all liability related to your or your end user's failure to abide by the terms of the
Twilio Acceptable Use Policy or Terms of Service. Any liability for failure to abide by said terms shall rest
solely with the person or entity whose conduct violated said terms.
24. Fire Prevention Mobile-On-Board Codes. Your use of the third-party On-Board Codes are subject to the
terms found at: https://www.tylertech.com/terms/mobileeyes-third-party-terms. By signing this
Agreement,or accessing, installing or using the Fire Prevention Mobile software,you agree that you have
read, understood and agree to such terms. You may not, and Licensee, no later than one year following the
Effective Date of this Agreement but as soon as practical, may not permit others to reproduce and/or
otherwise use the Licensed Materials in any manner for purposes of training artificial intelligence
technologies to generate text, including without limitation,technologies that can generate works in the
same styler or genre as the Licensed Materials, unless Licensee obtains the specific and express permission
of NFPA to do so.
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25. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1:Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1:Support Call Process
IN WITNESS WHEREOF,a duly authorized representative of each party has executed this Agreement as of the
dates)set forth below.
Tyler Technologies,Inc. Jefferson County,WA
Board of County Commissioners
By: Jefferson County,Washington
Name: By:
Kate Dean,Chair Date
Title:
By:
Date: Heidi Eisenhour,Commissioner Date
Address for Notices: By:
Tyler Technologies, Inc. Greg Brotherton,Commissioner Date
One Tyler Drive SEAL:
Yarmouth, ME 04096
Attention: Chief Legal Officer
With a copy to:
Tyler Technologies, Inc. ATTEST:
5101 Tennyson Parkway
Plano,TX 75024
Attention: Legal Department Carolyn Galloway,CMC Date
Clerk of the Board
Approved t only:
for 09/19/2024
Philip C.Hunsucker Date
Chief Civil Deputy Prosecuting
Attorney
Address for Notices:
Jefferson County
1820 Jefferson St
Port Townsend,WA 98368-6951
Attention:
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Exhibit A
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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. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Exhibit A
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INVESTMENT SUMMARY
Tyler Software $0
Services $ 6,699
Third-Party Products $ 0
Estimated Travel $0
Total One-Time Cost $ 6,699
Annual Recurring Fees/SaaS $4,378
Tyler Software Maintenance $0
2024-471728-YOT2G9 CONFIDENTIAL Page 1
Exhibit A
• Quoted By: Kevin Halloran
0•, ** Quote Expiration: 11/4/24
tyler
Quote Name:
• J,chnologies
Sales Quotation For:
Jefferson County
1820 Jefferson St
Port Townsend WA 98368-6951
Phone: +1 (360) 385-9171
Annual/SaaS
Description Fee Discount
Fire Prevention Mobile
2021 IFC codes WA amendments $ 200 $0 $ 200
Product Integration FPM-CAD& Fire Field Mobile $ 0 $0 $0
Product Integration - Enterprise Permitting& Licensing $0 $0 $0
Inspector Mobile $4,178 $0 $4,178
Contractor Access (3.50 per transaction) $0 $0 $0
TOTAL $4,378
Services
Quantity Unit Price Discount
Enterprise Permitting& Licensing
Setup&Configuration Services 15 S 200 $0 $ 3,000 $0
Contractor Access Setup&Training 1 $499 $0 $499 $ 0
2024-471728-YOT2G9 CONFIDENTIAL Page 2
Exhibit A
Training Services- Inspector Mobile Plus 16 $ 200 $0 $3,200 $0
TOTAL $6,699 $0
Summary One Time Fees Recurring Fees
Total Tyler Software $0 $0
Total Annual $0 $4,378
Total Tyler Services $ 6,699 $0
Total Third-Party Hardware, Software, Services $0 $0
Summary Total $6,699 $4,378
Assumptions
For additional information, please visit htt sue.//eml2ower.tylertech.com/enter rp ise-public-safety-specificatigns.html
2024-471728-YOT2G9 CONFIDENTIAL Page 3
Exhibit A
Decisions about on-site versus remote planning meetings and training delivery will be decided mutually during the initial kickoff meetings.
Data loading services include the following: Loading the published fire codes and standards that are in-scope. Loading occupancy data. Assumptions
for loading of occupancy data: While there is no limit to the number of occupancy records to be loaded,the line item for Setup and Configuration
Services assumes certain minimum requirements. The following requirements must be met for us to load occupancy data:The data must be provided
in the form of a spreadsheet or .csv file with each record being a single row in the spreadsheet. A collection of tables from an existing database
cannot be accepted. Different types of data can be provided in separate spreadsheets as long as there is a key field/ID linking the spreadsheets
together. For example,you can provide address and business name information in one spreadsheet and contact information in a second spreadsheet.
But there must be a unique ID that links a contact in the second spreadsheet to the "owning"occupant in the first spreadsheet. Spreadsheets cannot
be linked using address or occupant name. These are not considered "keys". If your occupancy data is coming from more than one source,there
must be no overlap between the records from each source. Time spent trying to blend together two or more overlapping spreadsheets is not included
in this proposal line item. Optional Data Conversion Services:Tyler does not perform any data clean up. This is the responsibility of our client. No
parsing, concatenation,etc. will be completed by Tyler. This will need to be done in the legacy system or in the data export prior to providing the data
to Tyler's MobileEyes team. Exception: Parsing full street addresses into individual fields for each piece of the address (address, directional prefix,
street name, street type, directional suffix, city, state, zip code). Exception:The client can provide multiple spreadsheets of data with records that are
linked through a record key assuming the number of spreadsheets is six or less. An example of this would be a separate spreadsheet of contact data
with a record key that enables linking of the contacts to the location and occupancy records. No "fuzzy" matching of records—e.g., matching on
address or business name—will be done. Data conversion services included: Data mapping—This includes mapping of each field of the customer
data to a corresponding field in MobileEyes. Where there is no direct match to a client field,the Tyler project manager will meet with the designated
client data decision maker to determine a) whether to load that field, and b) if the decision is to load it,then which MobileEyes field it will be loaded
into. Data loading—This includes loading the client data into the MobileEyes Web database per the approved data map. Examples of services
considered "data clean up" and therefore, not included: Removal of records from the data set that the client does not want loaded. For example,
removing residential records or properties that the Fire Marshal's Office does not inspect. These must be removed by the client from the data set
prior to providing the file to Tyler for data mapping. Data manipulation/changing of data that is provided in the export. For example, a field that will
become a pick list field in MobileEyes has more unique values than the client wants the pick list to have. (Example,the Section field has 20 unique
values represented in the data and the customer wants to consolidate the number of unique values to 10.) We will do a reasonable amount of data
clean up, organization, and standardization of your data before loading it, but the department or agency is responsible for the accuracy and
completeness of the data. You will have an opportunity to review the data before it is loaded. Optional services not included in the proposal:The
following optional services are available and can be priced separately: Data loading of inspection history. Data loading of invoice history. Data loading
of permit history.
---The Fire Prevention Mobile integration with Enterprise Permitting& Licensing is with the Business Licensing module. The integration with Permitting
consists of a joint task list/schedule of fire inspections, plan reviews, and permit inspections.
2024-471728-YOT2G9 CONFIDENTIAL Page 4
Exhibit A
FPM Scope:
2 licenses of Inspector Mobile to cover FM, inspector and part time inspector.
1 license of IFC 2021(1-4 users)with Washington amendments.
Contractor Portal one time setup fee.Contractors pay the going rate per submittal.Currently$3.50.
FPM interface with EPL
FPM interface with Public Safety including loading PPM.
Two days of web training.
One time setup and implementation fee.Possibly loading from EPL. Under 1000 occupants expected. Estimate 500-1000.
Phil Cecere is FM for Jefferson County.
pcecere@jefferson.wa.us
2024-471728-YOT2G9 CONFIDENTIAL Page 5
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 the initial term
shall be invoiced as follows:
SaaS Fees-Initial Term
Year one(1) $4,378.00
Year two(2) $4,378.00
Yearthree(3) $4,378.00
Yearfour(4) $4,596.90
Year five(5) $4,826.74
Upon expiration of the initial term,your annual SaaS fees will be at our then-current rates.
2. Professional Services.
2.1 The implementation and other professional services set forth in the Investment Summary
shall be invoiced as delivered.
2.2 Per card transaction fees shall be paid by the end-user at the time of service.A convenience
fee of 3.95%will be assessed to consumers for each electronic payment transaction initiated
that flows through the Tyler system when using a credit or debit card. A minimum
convenience fee of$4.95 per transaction will be charged.
1. Third Party Products.
1.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
1.2 Third Party Software Maintenance:The first year maintenance for the Third Party Software,
if any, is invoiced when we make it available to you for downloading.
1.3 Third Party Hardware:Third Party Hardware costs, if any, are invoiced upon delivery.
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Exhibit B
1.4 Third Party SoaS: 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.
1.5 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.
2. Expenses. The rates in the Investment Summary do not include travel expenses. Expenses will
be billed as incurred and only in accordance with our then-current Business Travel Policy. Our
current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will
be provided upon request;we reserve the right to charge you an administrative fee depending
on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars
and mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five(45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
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Exhibit B
Schedule 1
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations &Tickets
The Travel Management Company(TMC)used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee's total trip duration and the fare is within $100(each way)
of the lowest logical fare. If a net savings of$200 or more (each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee's total trip duration, the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two(2)weeks in advance of commitments. A seven (7)day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six(6)or more
consecutive hours in length,only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for"Basic Economy Fares" because 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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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.
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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.psa.Qov/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 Dav
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
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.
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Exhibit 8
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.
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Exhibit C
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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(S) hours per week.
III. 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
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Exhibit C
with you to identify the cause of the Downtime (including whether it may be the result of Planned
Downtime,a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you
to resume normal operations.
C. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief
Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the
calendar 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.
nt Reliechedule
W-
Actual At_tainm.ent Client Relief
99.99%-99.50% Remedial action will be taken
99.49%-98.50% 2%
98.49%-97.50% 4%
97.49%-96.50% 6%
96.49%-95.50% 8%
Below 95.50% 10%
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.
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Exhibit C
Schedule 1
Is• •'•
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Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users`:
(1) On-line submission (portal)—for less urgent and functionality-based questions, users may create support
incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer
Panel provides users with resolutions to most "how-to" and configuration-based questions through a
simplified search interface with machine learning, potentially eliminating the need to submit the support
case.
(2) Email—for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone—for urgent or complex questions, users receive toll-free,telephone software support.
Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website—www.tylertech.com—for accessing client tools, documentation, and other information
including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find
the answers you need, 247. 1
(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 KW&Jr. Than
Memorial Day Day after Thanksgiving
IrWepen&me Day Christmas Day
Emergency 24-hours per day, 7 days per week,telephone support is available for reporting Priority Level 1 Defects
for Enterprise CAD and eCitation only.
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Exhibit C
Schedule 1
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a unique case
number.This system tracks the history of each incident.The case number is used to track and reference open issues
when clients contact support. Clients may track incidents, using the case number,through Tyler's Customer Portal or
by calling software support directly.
Incident Priority
Each incident is assigned a priority level,which corresponds to the Client's needs. Tyler and the Client will reasonably
set the priority of the incident per the chart below.This chart is not intended to address every type of support
incident,and certain "characteristics" may or may not apply depending on whether the Tyler software has been
deployed on customer infrastructure or the Tyler cloud.The goal is to help guide the Client towards clearly
understanding and communicating the importance of the issue and to describe generally expected response and
resolution targets in the production environment only.
References to a "confirmed support incident" mean that Tyler and the Client have successfully validated the reported
Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets'
Support incident that causes(a)complete Tyler shall provide an initial response to Priority Level 1
application failure or application incidents within one(1) business hour of receipt of the
unavailability;(b)application failure or incident. Once the incident has been confirmed,Tyler shall
1 unavailability in one or more of the client's use commercially reasonable efforts to resolve such support
Critical remote location;or(c)systemic loss of incidents or provide a circumvention procedure within one(1)
multiple essential system functions. 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.
Support incident that causes(a) repeated, Tyler shall provide an initial response to Priority Level 2
consistent failure of essential functionality incidents within four(4)business hours of receipt of the
affecting more than one user or(b)loss or incident. Once the incident has been confirmed,Tyler shall
2 corruption of data. use commercially reasonable efforts to resolve such support
High 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.
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Exhibit C
Schedule 1
Priority
Level Characteristics of Support Incident Resolution Targets'
Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3
circumvention procedure,or a Priority incidents within one(1) business day of receipt of the
Level 2 incident that affects only one user incident. Once the incident has been confirmed,Tyler shall
or for which there is an existing use commercially reasonable efforts to resolve such support
3 circumvention procedure. incidents without the need for a circumvention procedure
Medium 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.
Support incident that causes failure of non- Tyler shall provide an initial response to Priority Level 4
4 essential functionality or a cosmetic or incidents within two(2)business days of receipt of the
other issue that does not qualify as any incident. Once the incident has been confirmed,Tyler shall
Non other Priority Level. use commercially reasonable efforts to resolve such support
critical 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 Tooi
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.
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