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14-098 City of Cupertino & Tyler Technologies Amendment extending term to June 30, 2028 AMENDMENT This first amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler” or “Contractor”) and the City of Cupertino, California, with offices at 10300 Torre Avenue, Cupertino, California 95014 (“Client” or “City”). WHEREAS, Tyler and the Client are parties to an agreement dated June 9, 2014 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. Section 1 Term (added to the Agreement through Exhibit 1 of an amendment dated April 25, 2019) is modified to read as follows: We provide maintenance and support services on an annual basis. The initial term commences on 7/1/2019 and remains in effect through 6/30/2028. The term may renew for successive one (1) year renewal terms through mutual agreement of the parties at Tyler’s then-current rates; Client may indicate its agreement to the upcoming renewal term through timely payment of the annual invoice for that upcoming renewal term. 2. Section 2 Maintenance and Support Fees (added to the Agreement through Exhibit 1 of an amendment dated April 25, 2019) is modified to read as follows: “Your maintenance and support fees for the term through June 30, 2028, for the Tyler software is listed below, in the total amount, including a contingency, of $672,924.92 Fiscal Year Price Services Provided FY24 (July 1, 2023–June 30, 2024) $110,711.32 Maintenance and Support FY25 (July 1, 2024–June 30, 2025) $116,246.89 Maintenance and Support FY26 (July 1, 2025–June 30, 2026) $122,059.23 Maintenance and Support FY27 (July 1, 2026–June 30, 2027) $128,162.19 Maintenance and Support FY28 (July 1, 2027–June 30, 2028) $134,570.30 Maintenance and Support 10% Contingency $ 61,174.99 Software Enhancements New not-to-exceed Total $672,924.92 Contractor reserves the right to suspend maintenance and support if City fails to pay undisputed maintenance and support fees within thirty (30) days of Tyler’s written notice. Contractor will reinstate maintenance and support services only if City pays all past due maintenance and support fees, including all fees for the period(s) during which services were suspended. 3. Schedule A of Exhibit 1 of the amendment dated April 25, 2019 is hereby replaced with the Schedule A attached to this Amendment. 4. Termination for Convenience. City may terminate this Agreement for convenience on sixty (60) days’ written notice to Tyler. In the event of City’s termination for convenience, Contractor will be paid for all fees and expenses related to the software, products, and/or services City has received, or Contractor has incurred or delivered, prior to the effective date of termination. 5. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 6. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. City of Cupertino, CA By: By: Name: Name: Title: Title: Date: Date: Christipher D. Jensen City Attorney Kirsten Squarcia City Clerk Tina Mize Group General Counsel May 23, 2024 Christopher D. Jensen Teri Gerhardt CTO May 24, 2024 May 24, 2024 Exhibit 1 Schedule A Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most “how-to” and configuration- based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email – for less urgent situations, users may submit emails directly to the software support group. (3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Labor Day Martin Luther King, Jr. Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets* 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. Priority Level Characteristics of Support Incident Resolution Targets* 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. *Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 04/01/2025 10,000 X 19682 2,000,000 QBE Specialty Insurance Company 19682 130001996 5,000,000 A X C 10,000,000 04/01/2025 X Hartford Casualty Insurance Company Professional Liability/Cyber 04/01/2024 CN102891976-TTI-GAWX+-23-25 1,000,000 27120 Finn Davis 06/17/2024 NYC-011942270-01 04/01/2024 X 2,000,000 04/23/2024 2 1,000,000 X 1,000,000 1,000,000 B Finn.Davis@marsh.com 04/01/2025 06/17/2023 04/01/2024 X 29424 10 UEN DI9897 Limit 10,000 10WNS88300 10XHUBC1DGX 1,000,000 The City of Cupertino, its officers, officials, employees and volunteers is/are included as additional insured where required by written contract with respect to General & Auto Liability. Waiver of subrogation is applicable where required by written contract. The Hartford 5101 Tennyson Parkway Tyler Technologies, Inc. Plano, TX 75024 1,000,000 Hartford Fire Insurance Co X 99 HIGH STREET MARSH USA, LLC. BOSTON, MA 02110 10UENBA4DHY Trumbull Insurance Company N Cupertino, CA 95014 City of Cupertino 10300 Torre Avenue 04/01/2024 D 11515 1,000,000 (617) 999-7893 X E 5,000,000 04/01/2025 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: MARSH USA, LLC.� � � � � � �� The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or 2 Boston Certificate of Liability Insurance25 deductibles, please contact the insured.� 5101 Tennyson Parkway� Tyler Technologies, Inc.� Plano, TX 75024 2 CN102891976 City of Cupertino & Tyler Technologies Amendment extending term to June 30, 2028 Final Audit Report 2024-05-24 Created:2024-05-23 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAoIgDsT0ZC82l00I0e9AnPCvS4cEUGmLq "City of Cupertino & Tyler Technologies Amendment extending t erm to June 30, 2028" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-05-23 - 5:41:50 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2024-05-23 - 5:44:05 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2024-05-23 - 5:45:49 PM GMT- IP address: 69.209.31.163 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-05-23 - 6:00:23 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-05-23 - 6:00:25 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-05-23 - 6:28:24 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to charles.hallick@tylertech.com for approval 2024-05-23 - 6:28:26 PM GMT Email viewed by charles.hallick@tylertech.com 2024-05-23 - 7:17:55 PM GMT- IP address: 163.116.251.121 Signer charles.hallick@tylertech.com entered name at signing as Tina Mize 2024-05-24 - 2:02:18 AM GMT- IP address: 104.251.240.142 Document approved by Tina Mize (charles.hallick@tylertech.com) Approval Date: 2024-05-24 - 2:02:20 AM GMT - Time Source: server- IP address: 104.251.240.142 Document emailed to tina.mize@tylertech.com for signature 2024-05-24 - 2:02:21 AM GMT Email viewed by tina.mize@tylertech.com 2024-05-24 - 2:03:02 AM GMT- IP address: 104.251.240.142 Signer tina.mize@tylertech.com entered name at signing as Tina Mize 2024-05-24 - 2:03:27 AM GMT- IP address: 104.251.240.142 Document e-signed by Tina Mize (tina.mize@tylertech.com) Signature Date: 2024-05-24 - 2:03:29 AM GMT - Time Source: server- IP address: 104.251.240.142 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-05-24 - 2:03:30 AM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-05-24 - 2:54:33 AM GMT- IP address: 136.24.22.194 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-05-24 - 2:54:34 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-05-24 - 2:54:36 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2024-05-24 - 2:54:38 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2024-05-24 - 3:00:00 PM GMT- IP address: 104.47.74.126 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2024-05-24 - 3:00:12 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-05-24 - 3:00:14 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-05-24 - 4:40:01 PM GMT- IP address: 172.226.212.0 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-05-24 - 4:40:17 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2024-05-24 - 4:40:17 PM GMT