HomeMy WebLinkAboutKittitas County Juvenile Court Services Software as a Service Agreement to the BoCC.090419••! !! t y I e r
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler 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
1. Agreement means this Software as a Services Agreement.
2. Business Travel Policy means our business travel policy. A copy of our current Business Travel Policy
is attached as Schedule 1 to Exhibit B.
3. Client means Kittitas County, WA.
4. Data means your data necessary to utilize the Tyler Software.
5. Data Storage Capacity means the contracted amount of storage capacity for your Data identified in
the Investment Summary.
6. 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.
7. Developer means a third party who owns the intellectual property rights to Third Party Software.
8. 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.
9. Effective Date means the last signature date set forth in the signature block.
10. 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.
11. Investment Summary means the agreed upon cost proposal for the products and services attached
as Exhibit A.
12. Invoicing and Payment Policy means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
13. Initial Term and Renewal Term have the meanings set forth in Section F(1) 'Term and Termination"
herein.
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14. SaaS Fees means the fees for the SaaS Services identified in the Investment Summary.
15. 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.
16. SLA means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
17. 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.
18. Third Party Terms means, if any, the end user license agreement(s) or similar terms, as applicable
and attached as Exhibit D which exhibit may be amended from time to time in accordance with this
Agreement.
19. Third Party Hardware means the third -party hardware, if any, identified in the Investment
Summary.
20. Third Party Products means the Third Party Software and Third Party Hardware.
21. Third Party Software means the third -party software, if any, identified in the Investment Summary
and not embedded in the Tyler Software.
22. Tyler means Tyler Technologies, Inc., a Delaware corporation.
23. 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.
24. we, us, our and similar terms mean Tyler.
25. 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(8)
"Maintenance and Support".
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. You may add additional concurrent users on the terms set forth in
Section H(1) "Additional Products and Services".
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. We reserve all rights not expressly
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granted to you in this Agreement. Without limiting the generality of the preceding, we retain all
right, title, and interest in and to the Tyler Software, including without limitation, all software
used to provide the Tyler Software and all Tyler logos and trademarks reproduced through the
Tyler Software, as well as any copyright or other intellectual property rights in and to the Tyler
Software.
3.2 You do not acquire under this Agreement any rights to use the Tyler Software in excess of the
scope and/or duration of the SaaS Services.
3.3 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.4 You retain all ownership and intellectual property rights to the 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(8) "Maintenance and Support", 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 To the extent applicable, Tyler will make available to Client, upon Client's written request, the
service level terms of any third party cloud services provider that hosts the Tyler Software
6.2 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare a
disaster, within which your access to the Tyler Software must be restored.
6.3 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.
6.4 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. At
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your written request, we will provide test results to you within a commercially reasonable
timeframe after receipt of the request.
6.5 We provide secure data transmission paths from each of your workstations to our servers.
6.6 For at least the past ten (10) years, all of our employees have undergone criminal background
checks prior to hire. All employees sign our confidentiality agreement and security policies. Our
data centers are accessible only by authorized personnel with a unique key entry. All other
visitors 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. We will finalize that documentation with you upon execution
of this Agreement.
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. We will bill you the actual fees incurred based on the in -scope services provided to
you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by
multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains the scope of services and related costs
(including programming and/or interface estimates) required for the project based on 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. 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 repeatedly 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. You
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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.
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. Maintenance and Support.
8.1 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:
8.1.1 perform our maintenance and support obligations in a professional, good, and
workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler
Software (limited to the then -current version and the immediately prior version);
8.1.2 provide telephone support during our established support hours;
8.1.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and
Third Party Software, if any, in order to provide maintenance and support services;
8.1.4 make available to you all major and minor 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
8.2 For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support ;
(b) application design; (c) other consulting services; or (d) 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.
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.
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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) "Invoice
Disputes".
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,
and you do not rectify that failure within a commercially reasonable timeframe after we have
notified you of it, then we may demand immediate 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 (the "Initial Term"), unless earlier terminated as set forth below. Upon
expiration of the Initial Term, this Agreement will renew automatically for additional one (1) year
renewal terms (each a "Renewal Term") 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 upon the termination or
expiration 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) `Invoice Disputes".
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) "Dispute Resolution". You may terminate this
Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to
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address, a material breach of this Agreement within the forty-five (45) day window set forth in
Section H(3) "Dispute Resolution'.
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.
2.5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement
during the Initial Term for any reason other than cause, Force Majeure, or lack of
appropriations, or if we terminate this Agreement during the Initial Term for your failure to pay
SaaS Fees, you shall pay us the following early termination fees:
a. if you terminate during the first year of the Initial Term, 100% of the SaaS Fees through
the date of termination plus 25% of the SaaS Fees then due for the remainder of the
Initial Term;
b. if you terminate during the second year of the Initial Term, 100% of the SaaS Fees
through the date of termination plus 15% of the SaaS Fees then due for the remainder
of the Initial Term; and
c. if you terminate after the second year of the Initial Term, 100% of the SaaS Fees through
the date of termination plus 10% of the SaaS Fees then due for the remainder of the
Initial Term.
SECTION G — INDEMNIFICATION LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend and indemnify you and your agents, officials, and employees from and 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 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
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functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non -infringing; (c) replace it with a functional
equivalent; or (d) terminate this Agreement and refund you the prepaid but unused SaaS Fees
for the year in which the Agreement terminates. 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 and indemnify 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 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.
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 ATHEORY OF
CONTRACTOR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR
ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, ASSET FORTH IN
SECTION F(1) "TERM", 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, THIS SECTION G(4) "LIMITATION OF LIABILITY" AND SECTION G(5) "EXCLUSION OF
CERTAIN DAMAGES" SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OR
REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE
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SUBJECT TO SECTIONS G(1) "INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION" AND
G(2) "GENERAL INDEMNIFICATION".
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. Upon your written request, within a commercially reasonable
timeframe after the Effective Date, we will provide you with a certificate of insurance identifying
you as a certificate holder. You may also request to be added 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. That additional insured status
will be reflected on the certificate of insurance we provide you at your request after the Effective
Date. We agree that our insurance will be primary on claims for which we are responsible. Copies of
our insurance policies are only available in the event of a disputed or litigated claim.
SECTION H— GENERAL TERMS AND CONDITIONS
1. Additional Tyler Software, Products, and Services. You may purchase additional Tyler Software,
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.
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.
Dispute Resolution. You agree to provide us with written notice within forty-five (45) 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 forty-five (45) 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, we will proceed to non-binding mediation before a single
mediator jointly selected by us. Nothing in this section shall prevent you or us from seeking
necessary injunctive relief from a federal or state court of competent jurisdiction in your domicile
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
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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 on the terms of
this Agreement and the terms and conditions of this Agreement shall control over any terms and
conditions contained in a purchase order or similar document submitted by you. This Agreement
may only be modified by a written amendment signed by an authorized representative of each
party.
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12. Severability. If any provision of this Agreement (or any portion thereof) or the application of any
such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the
application of such provision to any other persons or circumstances. Additionally, any provision of
this Agreement is found by a proper authority to be unenforceable, illegal, or invalid, such provision
will be changed and interpreted so as to best accomplish the objectives of such unenforceable or
invalid provision within the limits of applicable law or applicable court decisions.
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; or
(c) a party receives from a third party who has a right to disclose it to the receiving party.
(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,
.,. tyler
Page 11 of 28 .�" -
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, Jurisdiction. This Agreement shall be governed by and construed under the laws of
the state of domicile of the Client including applicable U.S. federal laws, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof. Without limiting the
terms of the Dispute Resolution Provision set forth in Section H (3) "Dispute Resolution", we agree
that the state and federal courts in or serving your location shall have jurisdiction, as appropriate,
over a dispute under this Agreement.
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. 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
Exhibit D
Third Party Terms
[Remainder of page is intentionally left blank; signature page to follow]
•�' ler
Page 12 of 28 �.�a'. , ", ,
IN YWTNkSS WHFREOf, a duly auldwrized representative (If each P,)rtp han ixnc t,o and d,IN,,,d this
A,arvemcat as of the date(s) set fr;rih hr=.Inic'.
TYLER TFO!No )(;11'S, It3r,;
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AltrMtlonA:'rt+er Legal 6)pYicer
VKH; copy to,,
lWor InthnbwVv%Inc,
5103 lennVen Parkway
Plano, T% 75024
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Ellensburg, WA 98926
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IN WITNESS WHMEOF, a duly authorized representative of each party has executed and delivered this
Agreement as of the dates) set forth below.
TYLER TECHNOLOGIES, INC.:
By:
Name:
Title:
Date:
Address for
Notices: Tyler Technologies, Inc,
One Tyler Drive
Yarmouth, ME 04096
Attention: Chicf Legal Officer
With copy try
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, TK 75024
Attention: Legal Department
KITTITAS CU 'Y, WA.
6y:
Name ._-
Title �tsd�c Jjt_
Date: - S
Address for
Notices: KitntasCounty, 3LL.V6.hdU 00v-
4
Y,1�
MCC'
xaa_ �Natart c�Zt1
Ellensburg, WA 98926
tyler
sanai��r� raga u� rake is orzs - - -
5utouaic as a Sutvicv� A6�reemmnr
IN WITNESS WHEREOF, the parties have executed this Agreement this _ day
of 12019.
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Cory Wright, Chairman
Brett Wachsmith, Vice -Chairman
Laura Osiadacz, Commissioner
Attest:
❑ Clerk of the Board- Julie Kjorsvik
❑ Deputy Clerk of the Board- Mandy Buchholz
to Form:
By \ L_1_1� 1
Douglas R. Mitchell
Deputy Prosecuting
County's Address:
Kittitas County
205 West 5th Avenue, Suite 211
Ellensburg, WA 98926
Professional Services Agreement (rev. 09/24/2018)
Page 2 of 17
EXHIBIT A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to
you under the Agreement. I his 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.
Professional Services and Deliverable Cost.
One -Time Costs Price CITY Cost
Setup Services
tyler
---------
Project Management
-------
$185.00 1 0 $o.00
EXHIBIT A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to
you under the Agreement. I his 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.
Professional Services and Deliverable Cost.
One -Time Costs Price CITY Cost
Setup Services
---------
Project Management
-------
$185.00 1 0 $o.00
PM is not required for the scope of this project.
_4 _ --------
Data Conversion
$165.00 1 TBD i $0.00
No data conversion included In scope of this project,
Deployment Setup
$165100 i 4 hours $660.00
This is a one-time fee that covers any necessary changes to
system lookup tables and the provisioning of space on Tyler
Supervision servers.
Setup, Configuration, and Consulting $165.00 20 hours $3,300,00 i
One-time fee that covers several conference calls to
configure the system.
Training $150.00 I 4 hours I $600,00
End user training. Additional training can be provided upon liii
request at the same hourly rate.
Go -Live Assistance j $150.00 8 hours $1,200.00
Additional Tyler staff to assist with transition to new system t
. : 11 1 1 1 -1, 1 1111� . ... ..... ..
One -Time Implementation Cost Subtotal: $5,760.00
Total implementation cost will be invoiced upon completion of training,
License and Hosting Fees
Recurring Costs QTYCosh
Subscriptions
Case Management User -Juvenile Division Only I Enterprise $1o,sco.00
A user shall be defined as an individual person who has an
active login to access any areas of Tyler Supervision with
Add, Edit, Modify and Delete permissions.
Fees will increase annually by 5% at the beginning of every
year.
Case Management User — Read Only Unlimited $0.00
A user shall be defined as an individual person who has an
active login to access any areas of Tyler Supervision and can
only read data. The user cannot run or generate reports.
Recurring Fixed Annual Total
•:�: tyler
0 technologies
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. Your annual SaaS fees
during any Renewal Term will be at our then -current rates.
2. Other Tyler Software and Services.
2.1 Implementation and other professional services (including training) are billed and
invoiced as delivered, at the rates set forth in the Investment Summary.
3. Third Party Products (if applicable).
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.
4. Expenses. The service 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:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Beneficiary: Tyler Technologies, Inc.—Operating
•*°�� tyier
• technologies
EXHIBIT B
Schedule 1: Business Travel Policy
1. Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) 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.
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.
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
dinner.
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.esa.govJperdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are
provided separately by the Department of Defense and will be determined as
required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first
and last day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon 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
The reimbursement rates for individual meals are calculated as a percentage of the
full day per diem as follows:
Breakfast
15%
Lunch
25%
Dinner
60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are
eligible to claim lunch on an expense report. Employees on same day travel status
are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for
dinner.
5. Internet Access— Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels
provide free high -speed internet access and Tyler employees are encouraged to use
such hotels whenever possible. If an employee's hotel charges for internet access it
is reimbursable up to $10.00 per day. Charges for internet access at airports are not
reimbursable.
6. International Travel
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.
4+*0o**o t y I e rtechnologies
EXHIBIT C
Service Level Agreement
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.
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.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter,
with percentages rounded to the nearest whole number.
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 which the Tyler Software is not available for your use.
Downtime does not include those instances in which only a Defect is present.
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 maintenance
windows, Client Error Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service
Availability goals and measures whether we have met those goals by tracking Attainment.
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 incident
number.
You must document, in writing, all Downtime that you have experienced during a
calendar quarter. You must deliver such documentation to us within 30 days of a
quarter's end.
The documentation you provide must evidence the Downtime clearly and
convincingly. It must include, for example, the support incident number(s) and the
date, time and duration of the Downtime(s).
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 a Client Error Incident or Force Majeure). We will also
work with you to resume normal operations.
Upon timely receipt of your Downtime report, we will compare that report to our
own outage logs and support tickets to confirm that Downtime for which we were
responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent
we have confirmed Downtime for which we are responsible, we will provide you with
the relief set forth below.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client
Error Incidents, and Force Majeure.
We perform 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.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent
any failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file
with you a signed request that said failure be excused. That writing will at least include the
essential details and circumstances supporting our request for relief pursuant to this Section.
You will not unreasonably withhold its acceptance of such a request.
t y I e
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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 unlimited support incidents through the customer relationship management
portal available at the Tyler Technologies website.
(2) Email — for less urgent situations, users may submit unlimited emails directly to the
software support group.
(3) Telephone — for urgent or complex questions, users receive toll-free, unlimited
telephone software support.
Support Resources
Additional resources are available to provide a comprehensive and complete support
experience:
(1) CaseloadPro Website (http:/lwww.caseloadprq.L - for accessing client tools,
documentation, and other information including support contact information.
(2) Community Resources — an on-line resource, 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.
(3) Knowledge Base — a repository documentation that can assist clients in answering
questions or troubleshooting and resolving commonly known issues.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday
— Friday, Pacific). Tyler's holiday schedule is outlined below. There will be no support coverage
on these days.
New Year's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
We will provide you with procedures for contacting support staff after normal business hours
for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use
commercially reasonable efforts to meet the resolution targets set forth 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.
Issue Handling
Incident 7racking
Every support incident is logged into our management system and given a unique incident
number. This system tracks the history of each incident. The incident tracking number is used to
track and reference open issues when clients contact support. Clients may track incidents, using
the incident number, through the portal at Tyler's website or by calling software support
directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the client's needs and deadlines.
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)
Tyler shall provide an initial response to
complete application failure or
Priority Level 1 incidents within one (1)
application unavailability; (b)
business hour of receipt of the incident.
application failure or unavailability
Once the incident has been confirmed, Tyler
1
in one or more of the client's
shall use commercially reasonable efforts to
Critical
remote location; or (c) systemic
resolve such support incidents or provide a
loss of multiple essential system
circumvention procedure within one (1)
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)
Tyler shall provide an initial response to
repeated, consistent failure of
Priority Level 2 incidents within four (4)
2
essential functionality affecting
business hours of receipt of the incident.
High
more than one user or (b) loss or
Once the incident has been confirmed, Tyler
corruption of data.
shall use commercially reasonable efforts to
resolve such support incidents or provide a
Priority
Level
Characteristics of Support Incident
Resolution Targets
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.
Priority Level 1 incident with an
Tyler shall provide an initial response to
existing circumvention procedure,
Priority Level 3 incidents within one (1)
or a Priority Level 2 incident that
business day of receipt of the incident. Once
affects only one user or for which
the incident has been confirmed, Tyler shall
there is an existing circumvention
use commercially reasonable efforts to
3
procedure.
resolve such support incidents without the
Medium
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.
Support incident that causes
Tyler shall provide an initial response to
failure of non-essential
Priority Level 4 incidents within two (2)
4
functionality or a cosmetic or
business days of receipt of the incident.
Non-
other issue that does not qualify
Once the incident has been confirmed, Tyler
critical
as any other Priority Level.
shall use commercially reasonable efforts to
resolve such support incidents, as well as
cosmetic issues, with a future version
release.
Incident Escalation
Tyler Technologies' software support consists of the following:
(1) Account Representatives: responsible for responding to and resolving incidents, as well
as day-to-day account management.
(2) Account Representatives: development staff responsible for providing technical
assistance to the support representatives.
(3) Support Managers: responsible for the management of support teams.
(4) 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 your Support
Manager. your Support Manager will meet with you and any Tyler staff to establish a
mutually agreeable plan for addressing the defect. Any issues or incidents that remain
unresolved will be escalated to the General Manager of Tyler Supervision.
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.
•••`• tyIer
• technologies
EXHIBITID
Third Party Terms
We will make commercially reasonable efforts to minimize the need for you to rely on Third
Party Software or Third Party Hardware in order to operate the Tyler Software. To the any such
Third Party Product is required, you are responsible for purchasing, installing and configuring all
Third Party Hardware and Third Party Software at your expense. We will make available a list of
Third Party Software that will be required to load a new release of the Tyler Software, if any, as
well as list of Third Party Software components that have been certified as compatible with the
Tyler Software.
We will have no liability for defects in the Third Party Hardware or Third Party Software. You are
responsible for ensuring that you have current maintenance agreements with any Developers
from whom you expect to receive maintenance and/or support on Third Party Software or Third
Party Hardware. i