BUCKEYE ESD TYLER TECHNOLOGIES ERP IGA.PDF

/s/ Max G. Carpinelli
1/10/2025

CONTRACT Educational Enterprise Resource 
Planning 240128-IGA 
This contract (“Agreement” or “Contract”) is entered into the 8th day of August, 2024 by and between 
Maricopa County (“County” or “Client”), a political subdivision of the State of Arizona, and Tyler 
Technologies Inc., a Delaware corporation (“Contractor” or “Tyler”), for constituent school districts of the 
County to continue the licensing of or access to and maintenance and support of Tyler’s proprietary 
education-focused Enterprise Resource Planning (ERP) system known as School ERP Pro. 
1.0 
CONTRACT TERM 
This Contract is for a term of five (5) years, beginning on July 1, 2024 (“Effective Date”) and ending 
on June 30, 2029, unless earlier terminated as set forth herein. 
2.0 
CONTRACT COMPLETION 
In connection with the termination of this Contract for any reason, and only upon the execution of 
a mutually agreed change order or addendum, the Contractor shall make all commercially 
reasonable efforts for an orderly transition of its duties and responsibilities to another provider 
and/or to the County. This may include, but is not limited to, preparation of a transition plan and 
cooperation with the County or other providers in the transition. The transition includes the transfer 
of all records and other data in the possession, custody, or control of the Contractor that are 
required to be provided to the County either by the terms of this Agreement or as a matter of law. 
The parties shall reasonably cooperate during the transition. Client shall reimburse Tyler for all 
transition services provided by Tyler at Tyler’s then-current rates, plus reasonable costs, and 
expenses, as set forth in the parties’ executed change order or addendum. The provisions of this 
clause shall survive the expiration or termination of this Agreement. 
3.0 
PAYMENTS 
3.1 
As consideration for performance of the duties described herein, County shall pay 
Contractor the sums stated in Exhibit B – Investment Summary.  
3.2 
Payment shall be made within forty-five (45) days of County’s receipt of the invoice. 
3.3 
INVOICES 
3.3.1 
The Contractor shall submit one legible copy of their detailed invoice before 
payment(s) will be made. Incomplete invoices will not be processed. At a 
Attachment 1

minimum, the invoice must provide the following information, in all cases to the 
extent applicable: 
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Invoice number and date
•
Date(s) of service or delivery
•
Quantity
•
Description of purchase (product or services)
•
Extended price
•
Freight (if applicable)
•
Mileage with rate (if applicable)
•
Total amount due
3.3.2 
Problems regarding billing or invoicing shall be directed to the department as listed 
on the purchase order. 
3.3.3 
Payment shall only be made to the Contractor by Accounts Payable through the 
Maricopa County Vendor Express Payment Program.  This is an Electronic Funds 
Transfer (EFT) process.  After Contract Award, the Contractor shall (if not 
previously done) complete the Vendor Registration Form located on the County 
Department 
of 
Finance 
Vendor 
Registration 
Web 
Site 
(https://www.maricopa.gov/5169/Vendor-Information). 
3.3.4 
EFT payments to the routing and account numbers designated by the Contractor 
shall include the details on the specific invoices that the payment covers. The 
Contractor is required to discuss remittance delivery capabilities with their 
designated financial institution for access to those details. 
3.4 
APPLICABLE TAXES 
3.4.1 
It is the responsibility of the Contractor to determine any and all applicable taxes. 
The fees in the Investment Summary do not include any taxes, including, without 
limitation, sales, use, or excise tax. If County is a tax-exempt entity, County agrees 
to provide Contractor with a tax-exempt certificate. Otherwise, Contractor will pay 
all applicable taxes to the proper authorities and County will reimburse Contractor 
for such taxes. If County has a valid direct-pay permit, County agrees to provide 
Contractor with a copy. The legal liability to remit the tax is on the entity conducting 
business in Arizona. Tax is not a determining factor in contract award. 
3.4.2 
The County will look at the price or offer submitted and will not deduct, add, or alter 
pricing based on speculation or application of any taxes, nor will the County 
provide Contractor any advice or guidance regarding taxes. If Contractor has 
questions regarding its tax liability, seek advice from a tax professional prior to 
submitting 
its 
bid. 
Contractor 
may 
also 
find 
information 
at 
https://azdor.gov/business. Once the bid is submitted, the offer is valid for the time 
specified in this solicitation, regardless of mistake or omission of tax liability. If the 
County finds overpayment of a project due to tax consideration that was not due, 
the Contractor will be liable to the County for that amount, and by contracting with 
the County agrees to remit any overpayments back to the County for 
miscalculations on taxes included in a bid price. 
3.4.3 
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, 
and local taxes applicable to their operation and any persons employed by the

Contractor. Contractor shall, and require all subcontractors to, hold the County 
harmless from any responsibility for taxes, damages, and interest, if applicable, 
contributions required under Federal and/or State and local laws and regulations, 
and any other costs including transaction privilege taxes, unemployment 
compensation insurance, Social Security, and workers’ compensation. Contractor 
may be required to establish, to the satisfaction of County, that any and all fees 
and taxes due to municipality or the State of Arizona for any license or transaction 
privilege taxes, use taxes, or similar excise taxes are currently paid (except for 
matters under legal protest). 
 
4.0 
AVAILABILITY OF FUNDS; TERMINATION FOR LACK OF APPROPRIATIONS. 
 
4.1 
The County shall be the sole judge and authority in determining the availability of funds 
under this Contract. County shall keep the Contractor fully informed as to the availability of 
funds. If County should not appropriate or otherwise receive funds sufficient to purchase, 
lease, operate, or maintain the software or services set forth in this Agreement, County 
may unilaterally terminate this Agreement upon thirty (30) days’ written notice to 
Contractor. County will not be entitled to a refund or offset of previously paid license and 
other fees. County agrees not to use termination for lack of appropriations as a substitute 
for termination for convenience. In the event of termination for lack of appropriation, County 
will pay Contractor for all undisputed fees and expenses related to the software, products, 
and/or services County has received, or Contractor has incurred or delivered, prior to the 
effective date of termination. Disputed fees and expenses in all terminations must have 
been submitted as invoice disputes in accordance with Section F (2) of the LICENSE AND 
SERVICES ADDENDUM. 
 
4.2 
If any action is taken by any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in 
connection with, this contract, County may amend, suspend, decrease, or terminate its 
obligations under, or in connection with, this Contract. In the event of termination, County 
shall be liable for payment only for services rendered prior to the effective date of the 
termination. County shall give written notice of the effective date of any suspension, 
amendment, or termination under this section, at least thirty (30) days in advance, and as 
further set forth above in Section 4.1. 
 
5.0 
DUTIES 
 
The Contractor shall perform all duties as stated in this Contract, or as otherwise agreed to in writing 
by the parties. 
 
6.0 
TERMS AND CONDITIONS 
 
6.1 
INDEMNIFICATION 
 
6.1.1 
To the fullest extent permitted by law, and to the extent that claims, damages, 
losses, or expenses are not covered and paid by insurance purchased by the 
Contractor, the Contractor shall defend, indemnify, and hold harmless the County 
(as Owner), its agents, representatives, officers, directors, officials, and employees 
from and against all claims, damages, losses, and expenses (including, but not 
limited to attorneys' fees, court costs, expert witness fees, and the costs and 
attorneys' fees for appellate proceedings) —other than those claims specifically 
listed in section 6.1.2 below—to the extent caused by or alleged to have been 
caused by the negligent acts, errors, or omissions of the Contractor, a 
subcontractor, or anyone employed by them relating to the performance of this 
Contract County must notify Contractor promptly in writing of the claim and give 
Contractor sole control over its defense or settlement, except where settlement

involves a County obligation or does not release County from further liability. 
County agrees to provide Contractor with reasonable assistance, cooperation, and 
information in defending the claim. 
 
6.1.2 
To the fullest extent permitted by law, the Contractor shall defend, indemnify, and 
hold harmless the County (as Owner), its agents, representatives, officers, 
directors, officials, and employees from and against all claims, damages, losses, 
and expenses (including, but not limited to attorneys' fees, court costs, expert 
witness fees, and the costs and attorneys' fees for appellate proceedings)  for 
(a) personal injury or property damage to the extent caused by the negligence or 
willful misconduct or the Contractor, or (b) Contractor’s violation of PCI-DSS 
Requirements or a law applicable to Contractor’s performance under this Contract. 
County must notify Contractor promptly in writing of the claim and give Contractor 
sole control over its defense or settlement, except where settlement involves a 
County obligation or does not release County from further liability. County agrees 
to provide Contractor with reasonable assistance, cooperation, and information in 
defending the claim.  
 
6.1.3 
The amount and type of insurance coverage requirements set forth herein will in 
no way be construed as limiting the scope of the indemnity in this section. 
 
6.1.4 
The scope of this indemnification does not extend to the sole negligence of County. 
 
6.2 
INFRINGEMENT DEFENSE AND INDEMNIFICATION 
 
6.2.1 
Contractor will defend County 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 Contractor consents). 
County must notify Contractor promptly in writing of the claim and give Contractor 
sole control over its defense or settlement. County agrees to provide Contractor 
with reasonable assistance, cooperation, and information in defending the claim at 
Contractor’s expense. 
 
6.2.2 
Contractor’s obligations under this Section 6.2 will not apply to the extent the claim 
or adverse final judgment is based on County’s use of the Tyler Software in 
contradiction of this Agreement, including with non-licensed third parties, or 
County’s willful infringement. 
 
6.2.3 
If Contractor receives information concerning an infringement or misappropriation 
claim related to the Tyler Software, Contractor may, at Contractor’s expense and 
without obligation to do so, either: (a) procure for County 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 County will stop running the allegedly infringing Tyler 
Software immediately. Alternatively, Contractor may decide to litigate the claim to 
judgment, in which case County may continue to use the Tyler Software consistent 
with the terms of this Agreement. 
 
6.2.4 
If an infringement or misappropriation claim is fully litigated and County’s 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 Contractor consents), 
Contractor will, at Contractor’s option, either: (a) procure the right to continue its 
use; (b) modify it to make it non-infringing; or (c) replace it with a functional 
equivalent. This section provides County’s exclusive remedy for third party

copyright, patent, or trademark infringement and trade secret misappropriation 
claims. 
 
6.2.5 
Exceptions 
 
Contractor will have no defense or indemnity obligation for any Claim based on: 
 
6.2.5.1 modifications by someone other than Contractor; 
 
6.2.5.2 software has been modified by Contractor in accordance with County-
provided specifications or instructions; 
 
6.2.5.3 use or combination by the County of software with Third-Party Products, 
open source, or freeware technology; 
 
6.2.5.4 Third-Party Products, open source, or freeware technology; 
 
6.2.5.5 a product that is used or located by County in a country other than the 
country in which or for which it was supplied by Contractor; 
 
6.2.5.6 possession or use of a product after Contractor has informed County of 
modifications or changes required to avoid such Claim and offered to 
implement those modifications or changes, if such Claim would have been 
avoided by implementation of Contractor's suggestions and to the extent 
County did not provide Contractor with a reasonable opportunity to 
implement Contractor's suggestions; or  
 
6.2.5.7 the amount of revenue or profits earned, or other value obtained by the 
use of products, or the amount of use of the products. 
 
6.2.6 
The foregoing states Contractor’s entire liability, and County’s sole and exclusive 
remedy, except as provided by law or equity, with respect to any infringement or 
misappropriation of any intellectual property rights of another party. 
 
6.3 
INSURANCE 
 
6.3.1 
Contractor, at Contractor’s own expense, shall purchase and maintain, at a 
minimum, the herein stipulated insurance from a company or companies duly 
licensed by the State of Arizona and possessing an AM Best, Inc. category rating 
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be 
purchased from a company or companies, which are authorized to do business in 
the State of Arizona. 
 
6.3.2 
All insurance required herein shall be maintained in full force and effect until all 
work or service required to be performed under the terms of the Contract is 
satisfactorily completed and formally accepted. 
 
6.3.3 
In the event that the insurance required is written on a claims-made basis, 
continuous coverage will be maintained for a period of two years beginning at the 
time work under this Contract is completed. 
 
6.3.4 
Contractor’s Commercial General Liability and Automobile Liability insurance shall 
be primary insurance as respects County, and any insurance or self-insurance 
maintained by County shall not contribute to it.

6.3.5 
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Contractor shall be solely responsible for the deductible and/or 
self-insured retention. 
 
6.3.6 
Contractor’s Commercial General Liability and Automobile Liability insurance shall 
include County, its agents, representatives, officers, directors, officials, and 
employees as additional insureds. 
 
6.3.7 
Contractor’s Commercial General Liability and Automobile Liability insurance shall 
contain a waiver of transfer of rights of recovery (subrogation) against County, its 
agents, representatives, officers, directors, officials, and employees for any claims 
arising out of Contractor’s work or service. 
 
6.3.8 
If available, the Commercial General Liability and Automobile Liability insurance 
policies required by this Contract may be combined with Commercial Umbrella 
Insurance policies to meet the minimum limit requirements. If a Commercial 
Umbrella insurance policy is utilized to meet insurance requirements, the 
Certificate of Insurance shall indicate which lines the Commercial Umbrella 
Insurance covers. 
 
6.3.8.1 Commercial General Liability 
 
Commercial General Liability (CGL) insurance and, if necessary, 
Commercial Umbrella insurance with a limit of not less than $1,000,000 
for each occurrence, $2,000,000 Products/Completed Operations 
Aggregate, and $2,000,000 General Aggregate Limit. The policy shall 
include coverage for premises liability, bodily injury, broad form property 
damage, personal injury, products and completed operations and blanket 
contractual coverage, and shall not contain any provisions which would 
serve to limit third party action over claims.  
 
6.3.8.2 Automobile Liability 
 
Commercial/Business Automobile Liability insurance with a combined 
single limit for bodily injury and property damage of not less than 
$1,000,000 each occurrence with respect to any of the Contractor’s 
owned, hired, and non-owned vehicles assigned to or used in performance 
of the Contractor’s work or services or use or maintenance of the premises 
under this Contract.  
 
6.3.8.3 Workers’ Compensation 
 
6.3.8.3.1 
Workers’ compensation insurance to cover obligations 
imposed by Federal and State statutes having jurisdiction of 
Contractor’s employees engaged in the performance of the 
work or services under this contract; and Employer’s 
Liability insurance of not less than $1,000,000 for each 
accident, $1,000,000 disease for each employee, and 
$1,000,000 disease policy limit.  
 
6.3.8.3.2 
Contractor waives all rights of subrogation against this 
Contract and its agents, officers, directors, and employees 
for claims under Contractor’s Automobile Liability and 
Commercial General Liability policies that arise out of or 
relate to the Contract and are between County and

Contractor, except to the extent the damage or injury is 
caused by County. 
 
6.3.8.4 
Errors and Omissions/Professional Liability Insurance 
 
Technology Errors & Omission insurance: Such insurance shall cover 
any and all errors, omissions, or negligent acts in the delivery of 
products, services, and/or licensed programs under this Contract. 
 
• 
Each claim 
$5,000,000 
 
In the event that the Technology Errors & Omission insurance required 
by this Contract is written on a claims-made basis, either continuous 
coverage will be maintained or an extended discovery period will be 
exercised for a period of two years, beginning at the time work under 
this Contract is completed. 
 
6.3.8.5 
Crime 
 
Contractor shall maintain Commercial Crime Liability Insurance with a 
limit of not less than $1,000,000 for each occurrence. The policy shall 
include, but not be limited to, coverage for employee dishonesty, fraud, 
theft, or embezzlement. 
 
6.3.8.6 
Cyber, Network Security, and Privacy Liability 
 
Cyber, Network Security and Privacy Liability Insurance with a limit of 
not less than $5,000,000 on a claims-made basis. 
 
6.3.9 
Certificates of Insurance 
 
6.3.9.1 
Contractor shall furnish the County with valid and complete Certificates 
of Insurance, or formal endorsements as required by the Contract, 
issued by Contractor’s insurer(s), as evidence that policies providing the 
required coverage, conditions and limits required by this Contract are in 
full force and effect.  
 
6.3.9.2 
In the event any insurance policy(ies) required by this Contract is (are) 
written on a claims-made basis, coverage shall extend for two years past 
completion and acceptance of Contractor’s work or services and as 
evidenced by annual certificates of insurance. 
 
6.3.9.3 
Renewal certificates of insurance will be provided as close as 
practicable to the date the applicable policy or policies is/are renewed. 
 
6.3.9.4 
Certificates of Insurance shall identify Maricopa County as the certificate 
holder as follows: 
 
Maricopa County 
c/o Risk Management 
301 W Jefferson St, Suite 910 
Phoenix, AZ 85003

6.3.10 Cancellation and Expiration Notice 
 
Contractor will provide County with notice of cancellation or non-renewal, or 
reduction in Contractor’s insurance coverages below the minimum requirements 
set forth in the Contract, within thirty (30) days thereof unless replaced. Such notice 
shall be sent directly to Maricopa County Office of Procurement Services and shall 
be mailed, or hand delivered to 301 W. Jefferson St., Suite 700, Phoenix, AZ 
85003. 
 
6.4 
FORCE MAJEURE 
 
6.4.1 
Neither party shall be liable for failure of performance, nor incur any liability to the 
other party on account of any loss or damage resulting from any delay or failure to 
perform all or any part of this contract, if such delay or failure is caused by events, 
occurrences, or causes beyond the reasonable control and without negligence of 
the parties. Such events, occurrences, or causes include, but are not limited to, 
acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other 
natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is 
declared or not), civil war, riots, rebellion, revolution, insurrection, military or 
usurped power or confiscation, terrorist activities, nationalization, government 
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or 
failure of electricity or telecommunication service, and pandemic. 
 
6.4.2 
Each party, as applicable, shall give the other party notice within ten (10) business 
days of the Force Majeure event of its inability to perform and particulars in 
reasonable detail of the cause of the inability. Each party must use best efforts to 
remedy the situation and remove, as soon as practicable, the cause of its inability 
to perform or comply. 
 
6.4.3 
The party asserting Force Majeure as a cause for non-performance shall have the 
burden of proving that reasonable steps were taken to minimize delay or damages 
caused by foreseeable events, that all non-excused obligations were substantially 
fulfilled, and that the other party was timely notified of the likelihood or actual 
occurrence which would justify such an assertion, so that other prudent 
precautions could be contemplated. 
 
6.5 
ORDERING AUTHORITY 
 
Any request for purchase shall be accompanied by a valid purchase order issued by a 
County department or directed by a Certified Agency Procurement Aide (CAPA) with a 
purchase card for payment. 
 
6.6 
PURCHASE CARD ORDERING CAPABILITY 
 
County may opt to use a purchase card (Visa or Master Card) to make payment for orders 
under this Contract. 
 
6.7 
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION 
 
This Contract does not guarantee any minimum or maximum purchases will be made. 
Orders will only be placed under this Contract when the County identifies a need and proper 
authorization and documentation have been approved.

6.8 
PURCHASE ORDERS 
Purchase orders submitted by the County are for the County’s internal administrative 
purposes, and the terms and conditions contained in those purchase orders will have no 
force or effect to any extent they deviate from the terms of this contract. County reserves 
the right to correct errors in its own purchase orders within a reasonable period of time 
after issuance. 
6.9 
BACKGROUND CHECK 
Contractor’s employees undergo criminal background checks prior to hire. All employees 
sign Contractor’s confidentiality agreement and security policies. Additional background 
checks for Contractor personnel may be required by law or County or constituent school 
district policy and when required shall be performed. This applies to, but is not limited to, 
the company, subcontractors, and employees, and the failure to pass these checks may 
result in the County requiring the Contractor to reassign personnel who do not pass these 
checks. 
6.10 
STOP WORK ORDER 
6.10.1 The procurement officer may, at any time, by written order to the Contractor, 
require the Contractor to stop all, or any part, of the work called for by this contract 
for a period of 90 calendar days after the order is delivered to the Contractor, and 
for any further period to which the parties may agree. The order shall be specifically 
identified as a stop work order issued under this clause. Upon receipt of the order, 
the Contractor shall immediately comply with its terms and take all reasonable 
steps to minimize the incurrence of costs allocable to the work covered by the order 
during the period of work stoppage. Within a period of 90 calendar days after a 
stop work order is delivered to the Contractor, or within any extension of that period 
to which the parties shall have agreed, the procurement officer shall either: 
6.10.1.1 cancel the stop work order; or 
6.10.1.2 terminate the work covered by the order as provided in the Termination 
for Default or the Termination for Convenience clause of this contract. 
The procurement officer may make an equitable adjustment in the delivery 
schedule and/or contract price, and the contract shall be modified, in writing, 
accordingly, if the Contractor demonstrates that the stop work order resulted in an 
increase in costs to the Contractor or otherwise requires a change to the project 
schedule. 
6.11 
TERMINATION FOR CONVENIENCE 
The County may terminate this Contract for convenience by providing 60 calendar days 
advance written notice to the Contractor. In the event of termination for convenience, 
County will pay Contractor for all undisputed fees and expenses related to the software, 
products, and/or services Client has received, or Tyler has incurred or delivered, prior to 
the effective date of termination. Disputed fees and expenses in all terminations other than 
County’s termination for cause must have been submitted as invoice disputes in 
accordance with Section F (2) of the LICENSE AND SERVICES ADDENDUM. 
6.12 
TERMINATION FOR DEFAULT 
6.12.1 For Cause. If County believes Contractor has materially breached this Agreement, 
County will invoke the Dispute Resolution clause set forth in Section 6.46. County

may terminate this Agreement for cause in the event Contractor does 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 6.46. In the event 
of termination for cause, County will pay Contractor for all undisputed fees and 
expenses related to the software, products, and/or services County has received, 
or Tyler has incurred or delivered, prior to the effective date of termination. 
 
6.12.2 Insolvency. The County shall have the right to terminate this Contract at any time 
in the event Contractor files a petition in bankruptcy, or is adjudicated bankrupt; or 
if a petition in bankruptcy is filed against Contractor and not discharged within thirty 
(30) days; or if Contractor becomes insolvent or makes an assignment for the 
benefit of its creditors or an arrangement pursuant to any bankruptcy law; or if a 
receiver is appointed for Contractor or its business. In the event of termination for 
insolvency, County will pay Contractor for all undisputed fees and expenses 
related to the software, products, and/or services County has received, or Tyler 
has incurred or delivered, prior to the effective date of termination. 
 
6.13 
WARRANTY OF SERVICES 
 
The Contractor warrants that it will perform the services in a professional, workmanlike 
manner, consistent with industry standards. In the event Contractor provides services that 
do not conform to this warranty, Contractor will re-perform such services at no additional 
cost to County. 
 
6.14 
INSPECTION OF SERVICES 
 
6.14.1 During a new implementation, County has the right to inspect and test the software 
prior to go-live. County shall perform inspections and tests in a manner that will not 
unduly delay the work and in accordance with the applicable statement of work for 
the software. 
 
6.14.2 Regarding a new implementation, If any of the services do not conform to contract 
requirements, County may require the Contractor to perform the services again in 
conformity with contract requirements, at no cost to the County. When the defects 
in services cannot be corrected by re-performance, County may: 
 
6.14.2.1 require the Contractor to take necessary action to ensure that future 
performance conforms to contract requirements; and 
 
6.14.2.2 mutually agree with Contractor on a reduction in contract price to reflect 
the reduced value of the services performed. 
 
6.14.3 Regarding a new implementation, If the Contractor fails to promptly perform the 
services again or to take the necessary action to ensure future performance in 
conformity with contract requirements, County may: 
 
6.14.3.1 terminate the contract after notice and an opportunity to cure in 
accordance with the Contract terms. 
 
6.15 
USAGE REPORT 
 
The Contractor shall furnish the County a usage report, upon request, delineating the 
acquisition activity governed by the Contract. The format of the report shall be approved 
by the County and shall disclose the quantity and dollar value of each Contract item by 
individual unit of measure.

6.16 
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST 
 
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract 
without penalty or further obligation within three years after execution of the contract, if any 
person significantly involved in initiating, negotiating, securing, drafting, or creating the 
contract on behalf of the County is at any time, while the contract or any extension of the 
contract is in effect, an employee or agent of any other party to the contract in any capacity 
or consultant to any other party of the contract with respect to the subject matter of the 
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or 
commission paid or due to any person significantly involved in initiating, negotiating, 
securing, drafting, or creating the contract on behalf of the County from any other party to 
the contract arising as the result of the contract. 
 
6.17 
SUBCONTRACTING; ASSIGNMENT; BINDING EFFECT 
 
6.17.1 This Agreement shall be binding on, and shall be for the benefit of, the parties’ 
successors and permitted assigns. Neither party may assign to another Contractor 
or subcontract to another party for performance of the terms and conditions hereof 
after the Effective Date without the written consent of the other; provided, however, 
County’s consent is not required for an assignment by Contractor as a result of a 
corporate reorganization, merger, acquisition, or purchase of substantially all of 
Contractor’s assets. 
 
6.17.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s 
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb 
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime 
Contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s 
invoice. 
 
6.18 
AMENDMENTS 
 
All amendments to this Contract shall be in writing and approved/signed by both parties. 
The County Office of Procurement Services shall be responsible for approving all 
amendments for The County. 
 
6.19 
ADDITIONS/DELETIONS OF REQUIREMENTS 
 
The County reserves the right to add and/or delete materials and services to a Contract. If 
a service requirement is deleted, payment to the Contractor will be reduced proportionately 
to the amount of service reduced in accordance with the bid price. If additional materials 
or services are required from a Contract, prices for such additions will be negotiated 
between the Contractor and the County. 
 
6.20 
RIGHTS IN DATA 
 
The County shall have the use of its own data and reports resulting from a contract without 
additional cost or other restriction except as may be established by law or applicable 
regulation.  
 
6.21 
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW 
 
6.21.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code, 
the Contractor agrees to retain (physical or digital copies of) all books, records, 
accounts, statements, reports, files, and other records and back-up documentation

relevant to this Contract for six years after final payment or until after the resolution 
of any audit questions, which could be more than six years, whichever is longest. 
The County, Federal, or State auditors and any other persons duly authorized by 
the department shall have full access to and the right to examine, copy, and make 
use of, any and all said materials. 
 
6.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other 
records and back-up documentation relevant to this Contract are not sufficient to 
support and document that requested services were provided, the Contractor shall 
reimburse the County for the services not so adequately supported and 
documented. 
 
6.22 
AUDIT DISALLOWANCES 
 
If at any time it is determined by the County that a cost for which payment has been made 
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. 
The course of action to address the disallowance shall be at sole discretion of the County, 
and may include either an adjustment to future invoices, request for credit, request for a 
check, or a deduction from current invoices submitted by the Contractor equal to the 
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount 
by the Contractor by issuing a check payable to the County. 
 
6.23 
NONWAIVER 
 
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. 
6.24 
VALIDITY 
 
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect 
the validity of any other provision of the Contract. 
 
6.25 
SEVERABILITY 
 
The removal, in whole or in part, of any provision of this Contract shall not void or affect 
the validity of any other provision of this Contract. 
 
6.26 
RELATIONSHIPS 
 
In the performance of the services described herein, the Contractor shall act solely as an 
independent contractor, and nothing herein or implied herein shall at any time be construed 
as to create the relationship of employer and employee, co-employee, partnership, 
principal and agent, or joint venture between the County and the Contractor. 
 
6.27 
NON-DISCRIMINATION 
 
Contractor agrees to comply with all provisions and requirements of Arizona Executive 
Order 2009-09, including flow down of all provisions and requirements to any 
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends 
Executive Order 75-5 and is hereby incorporated into this Contract as if set forth in full 
herein. During the performance of this contract, contractor shall not discriminate against 
any employee, client, or any other individual in any way because of that person’s age, race, 
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 
can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)

6.28 
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 
 
If Contractor engages in for-profit activity and has 10 or more employees, and if this 
Agreement has a value of $100,000 or more, Contractor certifies it is not currently engaged 
in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or 
services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. 
§ 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 
 
6.29 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 
 
6.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies 
to the best of his or her knowledge and belief that the Contractor, its current 
officers, and directors: 
 
6.29.1.1 are not presently debarred, suspended, proposed for debarment, 
declared ineligible, or voluntarily excluded from being awarded any 
contract or grant by any United States department or agency or any 
state, or local jurisdiction; 
 
6.29.1.2 have not within a three-year period preceding this contract: 
 
6.29.1.2.1 been convicted of fraud or any criminal offense in 
connection with obtaining, attempting to obtain, or as the 
result of performing a government entity (Federal, State, or 
local) transaction or contract; or 
 
6.29.1.2.2 been convicted of violation of any Federal or State antitrust 
statutes or conviction for embezzlement, theft, forgery, 
bribery, falsification or destruction of records, making false 
statements, or receiving stolen property regarding a 
government entity transaction or contract; 
 
6.29.1.3 are not presently indicted or criminally charged by a government entity 
(Federal, State, or local) with commission of any criminal offenses in 
connection with obtaining, attempting to obtain, or as the result of 
performing a government entity public (Federal, State, or local) 
transaction or contract; 
 
6.29.1.4 are not presently facing any civil charges from any governmental entity 
regarding obtaining, attempting to obtain, or from performing any 
governmental entity contract or other transaction, though Contractor 
may have civil litigation pending vis-à-vis one or more governmental 
entities; and  
 
6.29.1.5 have not within a three-year period preceding this Contract had any 
public transaction (Federal, State, or local) terminated for cause or 
default. 
 
6.29.2 If any of the above circumstances described in the paragraph are applicable to the 
entity submitting a bid for this requirement, include with the bid an explanation of 
the matter including any final resolution. 
 
6.29.3 The Contractor shall include, without modification, this clause in all lower tier 
covered transactions (i.e., transactions with subcontractors or sub-subcontractors) 
and in all solicitations for lower tier covered transactions related to this Contract. If

this clause is applicable to a subcontractor or sub-subcontractor, the Contractor 
shall include the information required by this clause with their bid. 
 
6.30 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS 
 
6.30.1 By entering into the Contract, the Contractor warrants compliance with the 
Immigration and Nationality Act (INA using E-Verify) and all other Federal 
immigration laws and regulations related to the immigration status of its employees 
and A.R.S. §§ 41-4401 and 23-214(A). The Contractor shall obtain statements from 
its subcontractors certifying compliance and shall furnish the statements to the 
County procurement officer upon request. These warranties shall remain in effect 
through the term of the Contract. The Contractor and its subcontractors shall also 
maintain Employment Eligibility Verification forms (I-9) as required by the 
Immigration Reform and Control Act of 1986, as amended from time to time, for all 
employees performing work under the Contract and verify employee compliance 
using the E-Verify system and shall keep a record of the verification for the duration 
of the employee’s employment or at least three years, whichever is longer. I-9 forms 
are available for download at www.uscis.gov. 
 
6.30.2 The County retains the legal right to inspect documents of Contractor and 
subcontractor employees performing work under this contract to verify compliance 
with paragraph 6.30.1 of this section. Contractor and subcontractor shall be given 
reasonable notice of the County’s intent to inspect and shall make the documents 
available at the time and date specified. Should the County suspect or find that the 
Contractor or any of its subcontractors are not in compliance, the County will 
consider this a material breach of the contract and may pursue any and all 
remedies allowed by law, including, but not limited to: suspension of work, 
termination of the contract for default, and suspension and/or debarment of the 
Contractor. All costs necessary to verify compliance are the responsibility of the 
Contractor. 
 
6.31 
INFLUENCE 
 
6.31.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort 
to influence an employee or agent to breach the County’s Ethical Code of Conduct 
or any ethical conduct, may be grounds for disbarment or suspension under MC1-
902. 
 
6.31.2 An attempt to influence includes, but is not limited to: 
 
6.31.2.1 A person offering or providing a gratuity, gift, tip, present, donation, 
money, entertainment or educational passes or tickets, or any type of 
valuable contribution or subsidy that is offered or given with the intent to 
influence a decision, obtain a contract, garner favorable treatment, or 
gain favorable consideration of any kind. 
 
6.31.3 If a person attempts to influence any employee or agent of the County, the chief 
procurement officer, or his designee, reserves the right to seek any remedy 
provided by the County Procurement Code, any remedy in equity or in the law, or 
any remedy provided by this Contract.  
 
6.32 
CONFIDENTIAL INFORMATION 
 
6.32.1 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, nonpublic information that is related to business practices, strategies 
and technologies, personal identifying information (e.g., social security numbers) 
and trade secrets, each as defined by applicable state law. Unless otherwise 
required by applicable law or by a court order from a court with competent 
jurisdiction, 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.  
 
6.32.2 Any information obtained in the course of performing this Contract may include 
information that is proprietary or confidential to the County or the Contractor. This 
provision establishes the Contractor’s and County’s obligations regarding such 
information. 
 
6.32.3 The Contractor and the County shall establish and maintain procedures and 
controls that are adequate to assure that no information contained in its records 
and/or obtained from the County or from others in carrying out its functions 
(services) under the Contract shall be used by or disclosed by it, its agents, 
officers, or employees, except as required to efficiently perform duties under the 
Contract. The Contractor’s and County’s procedures and controls, at a minimum, 
must be the same procedures and controls it uses to protect its own proprietary or 
confidential information. 
 
6.32.4 Any requests to the Contractor for County proprietary or confidential information 
shall be referred to the County for review and approval, prior to any dissemination. 
 
6.33 
PUBLIC RECORDS 
 
Under Arizona law, all offers submitted and opened are public records and must be 
retained by the County at the County Office of Procurement Services. Offers shall be open 
to public inspection and copying after contract award and execution, except for such offers 
or sections thereof determined to contain proprietary or confidential information by the 
Maricopa County Office of Procurement Services. The parties acknowledge that the Client 
is a public entity subject to the provisions of the Arizona Public Records Laws, A.R.S. §§ 
39-121 et. seq. In the event that a public records request is received by the Client 
requesting records described as confidential, which the Client determines must be 
disclosed, the Client will notify Tyler and otherwise perform the functions required by such 
laws.   
 
6.34 
INTEGRATION 
 
This Contract represents the entire and integrated agreement between the parties with 
respect to the subject matter hereof and supersedes all prior negotiations, proposals, 
communications, understandings, representations, or agreements, whether oral or written, 
expressed, or implied.  
 
6.35 
UNIFORM ADMINISTRATIVE REQUIREMENTS 
 
By entering into this contract, the Contractor agrees to comply with all applicable provisions 
of 
Title 
2, Subtitle A, 
Chapter 
II, Part 200—UNIFORM ADMINISTRATIVE 
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL 
AWARDS contained in Title 2 C.F.R. § 200 et seq.

6.36 
GOVERNING LAW 
 
This Contract shall be governed by the laws of the State of Arizona, without regard to its 
rules on conflicts of law. Venue for any actions or lawsuits involving this Contract will be in 
Maricopa County Superior Court, Phoenix, Arizona, or the United States District Court for 
the District of Arizona. 
 
6.37 
FORCED LABOR 
 
6.37.1 By submitting a bid for this solicitation and/or entering into a contract as a result of 
this solicitation, Contractor agrees to comply with all applicable portions of A.R.S. 
§ 35-394. Contracting; procurement; prohibition; written certification; remedy; 
termination; exception; definitions. 
 
6.37.2 Contractor certifies that it does not currently, and agrees for the duration of the 
contract, that it will not use:  
 
6.37.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 
 
6.37.2.2 
Any goods or services produced by the forced labor of ethnic Uyghurs 
in the People’s Republic of China.  
 
6.37.2.3 Any contractors, subcontractors or suppliers that use the forced labor or 
any good or services produced by the forced labor of ethnic Uyghurs in 
the People’s Republic of China. 
 
6.37.3 If Contractor becomes aware during the term of the Agreement that Contractor is 
not in compliance with this paragraph, the Contractor shall notify the County within 
five business days after becoming aware of the noncompliance. If the Contractor 
fails to provide a written certification to the County that the contractor has remedied 
the noncompliance within 180 days after notifying the County of its noncompliance, 
then the Agreement terminates, except that if the Agreement termination date 
occurs before the end of the 180 day period, the Agreement terminates on the 
Agreement termination date. 
 
6.38 
ORDER OF PRECEDENCE 
 
In the event of a conflict between the provisions of the main portion of this Contract and 
the provisions of any of the addendums or exhibits, if applicable, the terms of the main 
portion of this Contract shall prevail. 
 
6.39 
UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT 
REGISTRATION 
 
All 
contractors 
that 
receive 
funding 
must 
have 
a 
UEI 
number 
through 
https://sam.gov/content/entity-registration. Contractor must also remain current with the 
System for Award Management www.sam.gov throughout the term of the Contract. 
 
6.40 
RELIGIOUS ACTIVITIES 
 
The Contractor agrees that costs, planned or claimed, including costs incurred, shall not 
include any expense for any religious activity.

6.41 
POLITICAL ACTIVITY PROHIBITED 
 
None of the funds, materials, property, or services contributed by the County or the 
Contractor under the Agreement shall be used in the performance of this Agreement for 
any partisan political activity, or to further the election or defeat of any candidate for public 
office. 
 
6.42 
EQUAL EMPLOYMENT OPPORTUNITY 
 
6.42.1 The Contractor shall not discriminate against any employee or applicant for 
employment because of race, age, disability, color, religion, sex, or national origin. 
The Contractor shall take affirmative action to ensure applicants are employed and 
that employees are treated during employment without regard to their race, age, 
disability, color, religion, sex, or national origin. Such action shall include but is not 
limited to the following: employment, upgrading, demotion or transfer, recruitment, 
or recruitment advertising, lay-off or termination, rates of pay or other forms of 
compensation, and selection for training, including apprenticeship. 
 
6.42.2 Contractor shall comply with the following provisions: 
 
6.42.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. 
§§ 2000a, et seq.);  
 
6.42.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 
 
6.42.2.3 The Age Discrimination in Employment Act of 1967, as amended 
(29U.S.C. §§ 621, et seq.); 
 
6.42.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et 
seq.); and Arizona Executive Order 2009-09, as amended, et seq., 
which mandates that all persons shall have equal access to employment 
opportunities. 
 
6.42.3 Contractor understands that the United States has the right to seek judicial 
enforcement of this assurance. 
 
6.43 CERTIFICATION REGARDING LOBBYING 
 
6.43.1 Contractor certifies, to the best of their knowledge and belief, that: 
 
6.43.1.1 No federal appropriated funds have been paid or will be paid, by or on 
behalf of the Contractor, to any person for influencing or attempting to 
influence an officer or employee of any agency. This applies to a 
Member of Congress, an officer or employee of Congress, or an 
employee of a Member of Congress in connection with the awarding of 
any federal contract, the making of any federal grant including the 
making of any federal loan, the entering into of any cooperative 
agreement, and the extension, continuation, renewal, amendment, or 
modification of any federal contract, grant, loan, or cooperative 
agreement. 
 
6.43.1.2 If any funds, other than federal appropriated funds, have been paid or 
will be paid to any person for influencing or attempting to influence an 
officer or employee of any agency, Member of Congress, an officer or 
employee of Congress, or an employee of a Member of Congress in 
connection with this federal contract, grant, loan, or cooperative

agreement, the undersigned shall complete and submit Standard Form-
LLL, “Disclosure Form to Report Lobbying,” in accordance with its 
instructions. 
 
6.43.2 Contractor shall include Lobbying Certification language in the award documents 
for all subcontractors (including sub-grants, and contract under grants, loans, and 
cooperative agreements) and that all sub-recipients shall certify and disclose 
accordingly. 
 
6.43.2.1 The Lobbying Certification is a material representation of fact upon 
which reliance was placed when this transaction is made or entered into. 
Submission of this certification is prerequisite for making or entering into 
this transaction imposed by section 1352, Title 31, U.S. Code. Any 
successful proposer(s) who fails to file the required certification shall be 
subject to a civil penalty of not less than $10,000.00 and not more than 
$100,000.00 for each such failure. 
 
6.44 CLEAN AIR ACT & CLEAN WATER ACT 
 
Contractor must comply with all applicable standards, orders, or requirements issued under 
section 306 of the Clean Air Act (42 U.S.C. § 7606), section 508 of the Clean Water Act 
(33 U.S.C. § 1368) Executive Order 11738, and Environmental Protection Agency 
regulations. 
 
6.45 ENERGY POLICY AND CONSERVATION ACT 
 
Contractor must adhere to the applicable standards and policies relating to energy 
efficiency, which are contained in the State energy conservation plan issued in compliance 
with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871). 
 
6.46 CONTRACT DISPUTES  
 
Each party agrees to provide the other with written notice within thirty (30) days of 
becoming aware of a dispute. The parties agree to cooperate 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 one another’s 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 the 
parties 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 party may assert its respective rights and remedies in a court of competent 
jurisdiction. Nothing in this section shall prevent either party from seeking necessary 
injunctive relief during the dispute resolution procedures. 
 
6.47 INCORPORATION OF DOCUMENTS 
 
6.47.1 The following are to be attached to and made part of this Contract: 
 
6.47.1.1 
License and Services Addendum  
 
6.47.1.2 
Exhibit A – Vendor Information 
 
6.47.1.3 
Exhibit B - Investment Summary

6.47.1.4 
Exhibit C – Invoicing and Payment Policy; Schedule 1, Business Travel 
Policy 
 
6.47.1.5 
Exhibit D – Maintenance and Support Agreement; Schedule 1 Support 
Call Process 
 
6.48 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 below 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. All notices given pursuant to the terms of this Contract shall be 
addressed to: 
 
For County: 
 
Maricopa County 
Office of Procurement Services 
301 W. Jefferson St. Suite 700 
Phoenix, Arizona 85003-1647 
 
For Contractor: 
 
Tyler Technologies, Inc. 
One Tyler Drive 
Yarmouth, ME 04096 
Attention: Chief Legal Officer

LICENSE AND SERVICES ADDENDUM 
 
SECTION A – DEFINITIONS 
 
• 
“Business Travel Policy” means Tyler’s business travel policy. A copy of Tyler’s current Business 
Travel Policy is attached as Schedule 1 to Exhibit C. 
• 
“Defect” means a failure of the Tyler Software to substantially conform to the functional 
descriptions set forth in Tyler’s written proposal to Client, or their functional equivalent. Future 
functionality may be updated, modified, or otherwise enhanced through Tyler’s maintenance 
and support services, and the governing functional descriptions for such future functionality will 
be set forth in Tyler’s 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 Tyler provide or otherwise make available to Client, including 
instructions, user guides, manuals and other training or self-help documentation.  
• 
“Force Majeure” means an event beyond the reasonable control of either party, 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 either 
party. 
• 
“Investment Summary” means the agreed upon cost proposal for the software, products, and 
services attached as Exhibit B. 
• 
“Invoicing and Payment Policy” means the invoicing and payment policy. A copy of Tyler’s 
current Invoicing and Payment Policy is attached as Exhibit C. 
• 
“Maintenance and Support Agreement” means the terms and conditions governing the 
provision of maintenance and support services to all of Tyler’s customers. A copy of Tyler’s 
current Maintenance and Support Agreement is attached as Exhibit D. 
• 
“Order Form” means an ordering document that includes a quote or investment summary and 
specifying the items to be provided by Tyler to Client, including any addenda and supplements 
thereto. 
• 
“Statement of Work” means the industry standard implementation plan describing how Tyler’s 
professional services will be provided to implement the Tyler Software, and outlining Client’s and 
Tyler’s roles and responsibilities in connection with that implementation.  
• 
“Support Call Process” means the support call process applicable to all of Tyler’s customers who 
have licensed the Tyler Software. A copy of Tyler’s current Support Call Process is attached as 
Schedule 1 to Exhibit D. 
• 
“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 Services” means the third party services, if any, identified in the Investment 
Summary.  
• 
“Third Party Software” means the third party software, if any, identified in the Investment 
Summary.  
• 
“Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the 
Third Party Products or other parties’ products or services, as applicable.

• 
“Tyler Software” means Tyler’s proprietary software, including any integrations, custom 
modifications, and/or other related interfaces identified in the Investment Summary and 
licensed by Tyler to Client through this Agreement. 
 
SECTION B – SOFTWARE LICENSE 
 
1. License Grant and Restrictions. 
 
1.1 Tyler grants to Client a license to use the Tyler Software for Client’s internal business purposes 
only, in the scope of the internal business purposes disclosed to Tyler as of the Effective Date. 
Client may make copies of the Tyler Software for backup and testing purposes, so long as such 
copies are not used in production and the testing is for internal use only. Client’s rights to use 
the Tyler Software are perpetual but may be revoked if Client does not comply with the terms of 
this Agreement. The parties acknowledge and agree that members of Client’s Education 
Technology Consortium may use and access the Tyler Software for their internal business 
purposes; to that end, the Tyler Software listed in each schedule of the Investment Summary is 
licensed for use by the specific member district identified on the schedule applicable to that 
district only, and subject to the terms of this Agreement. Client is permitted to host the Tyler 
Software for each member district with an applicable schedule in the Investment Summary. 
Client is solely responsible for the performance of Client's servers and for granting and 
accommodating member districts’ access thereto. Tyler disclaims any responsibility for, or 
liability to, member districts or Client for the hosting of the Tyler Software or Client's access 
thereto. 
 
1.2 Without limiting the terms of Section B(1.1), Client understands and agrees that the Tyler 
Software set forth in the Investment Summary as subscription or software as a service (“SaaS”) 
do not include perpetual rights. If Client does not pay the required annual fee in accordance with 
the Invoicing and Payment Policy, Client’s right to use the applicable Software will be suspended 
unless and until payment in full has been made. Tyler Software provided as SaaS is subject to the 
Tyler SaaS Services Terms and Service Level Agreement found here: 
https://www.tylertech.com/terms/tyler-saas-services. 
 
1.3 The Documentation is licensed to Client and may be used and copied by Client’s employees and 
members of Client’s Education Technology Consortium for internal, non-commercial reference 
purposes only. 
 
1.4 Client may not: (a) transfer or assign the Tyler Software to a third party other than members of 
Client’s Education Technology Consortium; (b) reverse engineer, decompile, or disassemble the 
Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler 
Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third 
parties. 
 
1.5 The license terms in this Agreement apply to updates and enhancements Tyler may provide to 
Client or make available to Client through Client’s Maintenance and Support Agreement. 
 
1.6 The right to transfer the Tyler Software to a replacement hardware system is included in Client’s 
license. Client will give Tyler advance written notice of any such transfer and will pay Tyler for 
any required or requested technical assistance from Tyler associated with such transfer.

1.7 Where applicable with respect to Tyler applications that take or process card payment data, 
Tyler is responsible for the security of cardholder data that Tyler possesses, including functions 
relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the 
Effective Date, Tyler complies with applicable requirements to be considered PCI DSS compliant 
and have performed the necessary steps to validate compliance with the PCI DSS. Tyler agrees 
to supply the current status of Tyler’s PCI DSS compliance program in the form of an official 
Attestation of Compliance, which can be found at https://www.tylertech.com/about-
Us/compliance, and in the event of any change in Tyler’s status, will comply with applicable 
notice requirements. 
 
1.8 Tyler reserves all rights not expressly granted to Client in this Agreement. The Tyler Software 
and Documentation are protected by copyright and other intellectual property laws and 
treaties. Tyler owns the title, copyright, and other intellectual property rights in the Tyler 
Software and the Documentation. The Tyler Software is licensed, not sold. 
 
2. License Fees. Client agrees to pay Tyler the license fees in the amounts set forth in the Investment 
Summary. Those amounts are payable in accordance with Tyler’s Exhibit C, Invoicing and Payment 
Policy. 
 
3. Limited Warranty. Tyler warrants that the Tyler Software will be without Defect(s) as long as Client 
has a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as 
warranted, Tyler will use all reasonable efforts, consistent with industry standards, to cure the Defect 
as set forth in the Maintenance and Support Agreement.  
 
SECTION C – PROFESSIONAL SERVICES 
 
1. Services. Tyler will provide Client the various implementation-related services itemized in the 
Investment Summary (if any) and described in this Contract or a Statement of Work, as applicable. 
 
2. Professional Services Fees. Client agrees to pay Tyler the professional services fees in the amounts 
set forth in the Investment Summary. Those amounts are payable in accordance with Tyler’s 
Invoicing and Payment Policy. Client acknowledges that the fees stated in the Investment Summary 
are good-faith estimates of the amount of time and materials required for Client’s implementation. 
Tyler will bill Client the actual fees incurred based on the in-scope services provided to Client. 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 Tyler’s 
understanding of the specifications Client supplied. If additional work is required, or if Client uses or 
requests additional services, Tyler will provide Client 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 Client cancels services less than four (4) weeks in advance (other than for Force 
Majeure or breach by Tyler), Client will be liable for all (a) daily fees associated with cancelled 
professional services if Tyler is unable to reassign Tyler’s personnel and (b) any non-refundable travel

expenses already incurred by Tyler on Client’s behalf. Tyler will make all reasonable efforts to 
reassign personnel in the event Client cancels within four (4) weeks of scheduled commitments. 
5.
Site Access and Requirements. At no cost to Tyler, Client agrees to provide Tyler with full and free
access to Client’s personnel, facilities, and equipment as may be reasonably necessary for Tyler to
provide implementation services, subject to any reasonable security protocols or other written
policies provided to Tyler as of the Effective Date, and thereafter as mutually agreed to by Client and
Tyler. Client further agrees to provide a reasonably suitable environment, location, and space for the
installation of the Tyler Software and any Third Party Products, including, without limitation,
sufficient electrical circuits, cables, and other reasonably necessary items required for the
installation and operation of the Tyler Software and any Third Party Products.
6.
Client Assistance. Client acknowledges that the implementation of the Tyler Software is a
cooperative process requiring the time and resources of Client’s personnel. Client agrees to use all
reasonable efforts to cooperate with and assist Tyler as may be reasonably required to meet the
agreed upon project deadlines and other milestones for implementation. This cooperation includes
at least working with Tyler to schedule the implementation-related services outlined in this
Agreement. Tyler will not be liable for failure to meet any deadlines and milestones when such
failure is due to Force Majeure or to the failure by Client’s personnel to provide such cooperation
and assistance (either through action or omission).
SECTION D – MAINTENANCE AND SUPPORT 
This Agreement includes the period of free maintenance and support services identified in the 
Invoicing and Payment Policy. If Client has purchased ongoing maintenance and support services and 
continues to make timely payments for them according to the Invoicing and Payment Policy, Tyler 
will provide Client with maintenance and support services for the Tyler Software under the terms of 
the standard Maintenance and Support Agreement.  
If Client has opted not to purchase ongoing maintenance and support services for the Tyler 
Software, the Maintenance and Support Agreement does not apply to Client. Instead, Client will only 
receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In 
addition, Client will: 
(i)
receive the lowest priority under Tyler’s Support Call Process;
(ii)
be required to purchase new releases of the Tyler Software, including fixes,
enhancements and patches;
(iii)
be charged Tyler’s then-current rates for support services, or such other rates that Tyler
may consider necessary to account for Client’s lack of ongoing training on the Tyler
Software;
(iv)
be charged for a minimum of two (2) hours of support services for every support call;
and
(v)
not be granted access to the support website for the Tyler Software or the Tyler
Community Forum.

SECTION E – THIRD PARTY PRODUCTS 
 
To the extent there are any Third Party Products set forth in the Investment Summary, the following 
terms and conditions will apply: 
 
1. Third Party Hardware. Tyler will sell, deliver, and install onsite the Third Party Hardware, if Client has 
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in 
accordance with the Invoicing and Payment Policy. 
 
2. Third Party Software. Upon payment in full of the Third Party Software license fees, Client will 
receive a non-transferable license to use the Third Party Software and related documentation for 
Client’s internal business purposes only. Client’s license rights to the Third Party Software will be 
governed by the Third Party Terms.  
 
2.1 Tyler will install onsite the Third Party Software. The installation cost is included in the 
installation fee in the Investment Summary.  
 
2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third 
Party Software, Client will be required to pay such additional future fee.  
 
2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by 
the Developer. Client will give Tyler advance written notice of any such transfer and will pay Tyler 
for any required or requested technical assistance from Tyler associated with such transfer. 
 
3. Third Party Products Warranties. 
 
3.1 Tyler is authorized by each Developer to grant or transfer the licenses to the Third Party 
Software. 
 
3.2 The Third Party Hardware will be new and unused, and upon payment in full, Client will receive 
free and clear title to the Third Party Hardware. 
 
3.3 Client acknowledges that Tyler is not the manufacturer of the Third Party Products. Tyler does 
not warrant or guarantee the performance of the Third Party Products. However, Tyler grants 
and passes through to Client any warranty that Tyler may receive from the Developer or supplier 
of the Third Party Products.  
 
4. Third Party Services. If Client has purchased Third Party Services, those services will be provided 
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in 
accordance with Tyler’s Exhibit C, Invoicing and Payment Policy. 
 
5. Maintenance. If Client has a Maintenance and Support Agreement in effect, Client may report 
defects and other issues related to the Third Party Software directly to Tyler, and Tyler will (a) 
directly address the defect or issue, to the extent it relates to Tyler’s interface with the Third Party 
Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that 
Client has a separate, direct maintenance agreement in effect with that Developer. In all events, if 
Client does not have a Maintenance and Support Agreement in effect with Tyler, Client will be

responsible for resolving defects and other issues related to the Third Party Software directly with 
the Developer. 
 
SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES 
 
1. Invoicing and Payment. Tyler will invoice Client for all fees set forth in the Investment Summary per 
the Invoicing and Payment Policy, subject to Section F(2).  
 
2. Invoice Disputes. If Client believes any delivered software or service does not conform to the 
warranties in this Agreement, Client will provide Tyler with written notice within thirty (30) days of 
Client’s receipt of the applicable invoice. The written notice must contain reasonable detail of the 
issues Client contends are in dispute so that Tyler can confirm the issue and respond to Client’s 
notice with either a justification of the invoice, an adjustment to the invoice, or a proposal 
addressing the issues presented in Client’s notice. Tyler will work with Client as may be necessary to 
develop an action plan that outlines reasonable steps to be taken by each party to resolve any issues 
presented in Client’s notice. Client may withhold payment of the amount(s) actually in dispute, and 
only those amounts, until Tyler completes the action items outlined in the plan. If Tyler is unable to 
complete the action items outlined in the action plan because of Client’s failure to complete the 
items agreed to be done by Client, then Client will remit full payment of the invoice. Tyler reserves 
the right to suspend delivery of all services, including maintenance and support services, if Client 
fails to pay an invoice not disputed as described above within fifteen (15) days of notice of Tyler’s 
intent to do so. 
 
SECTION G – RESERVED 
 
SECTION H – WARRANTY DISCLAIMER; LIMITATION OF LIABILITY  
 
1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE 
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TYLER HEREBY DISCLAIMS 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. 
 
2. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, 
TYLER’S 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 CLIENT’S ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) PRIOR TO FORMAL 
TRANSITION TO MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE 
INVESTMENT SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, 
THE THEN-CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. 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 6.1.2 AND 6.2.

3. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 
IN NO EVENT SHALL TYLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR 
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF TYLER HAS BEEN ADVISED OF THE POSSIBILITY 
OF SUCH DAMAGES. 
 
SECTION I – GENERAL TERMS AND CONDITIONS 
 
1. Additional Products and Services. Client may purchase additional products and services at the rates 
set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter 
at Tyler’s then-current list price, by executing a mutually agreed addendum. If no rate is provided in 
the Investment Summary, or those twelve (12) months have expired, Client may purchase additional 
products and services at Tyler’s then-current list price, also by executing a mutually agreed 
addendum. The terms of this Agreement will control any such additional purchase(s), unless 
otherwise specifically provided in the addendum. 
 
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will 
be valid for twelve (12) months from the Effective Date. 
 
3. No Intended Third Party Beneficiaries. This Agreement is intended solely for the benefit of Tyler and 
the Client. No third party will be deemed a beneficiary of this Agreement, and, except as provided 
herein, 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 or the rights of 
school districts that are using the Tyler Software through the Maricopa County Educational Services 
Agency as permitted under this Agreement. 
 
4. Confidentiality. Both parties recognize that their respective employees and agents, in the course of 
performance of this Agreement, may be exposed to confidential information and that disclosure of 
such information could violate rights to private individuals and entities, including the parties. 
Confidential information is nonpublic information that a reasonable person would believe to be 
confidential and includes, without limitation, personal identifying information (e.g., social security 
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not 
disclose any confidential information of the other party and further agrees to take all reasonable and 
appropriate action to prevent such disclosure by its employees or agents. The confidentiality 
covenants contained herein will survive the termination or cancellation of this Agreement. This 
obligation of confidentiality will not apply to information that: 
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of 
this Agreement by a party or its employees or agents; 
(b) a party can establish by reasonable proof was in that party's possession at the time of initial 
disclosure; 
(c) a party receives from a third party who has a right to disclose it to the receiving party; or 
(d) is the subject of a legitimate disclosure request under the open records laws or similar 
applicable public disclosure laws governing this Agreement. The parties acknowledge that 
the Client is a public entity subject to the provisions of the Arizona Public Records Laws, 
A.R.S. §§ 39-121 et. seq. In the event that a public records request is received by the Client 
requesting records described as confidential, which the Client determines must be 
disclosed, the Client will notify Tyler and otherwise perform the functions required by such 
laws.

5. 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.

Exhibit A 
Vendor Information 
 
COMPANY NAME: 
Tyler Technologies, Inc. 
DOING BUSINESS AS (dba): 
Tyler Technologies, Inc. 
MAILING ADDRESS: 
5101 Tennyson Parkway, Plano, TX 75024 
REMIT TO ADDRESS: 
P.O. Box 203556, Dallas, TX 75320 
TELEPHONE NUMBER: 
888.654.3293 
FAX NUMBER: 
866.673.3274 
WWW ADDRESS: 
tylertech.com 
REPRESENTATIVE NAME: 
Cassondra Knight 
REPRESENTATIVE  TELEPHONE 
NUMBER: 
888.654.3293 Ext. 777556 
REPRESENTATIVE EMAIL ADDRESS 
cassondra.knight@tylertech.com  
 
 
YES 
NO 
REBATE 
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO 
PURCHASE FROM THIS CONTRACT: 
 
☐ 
☒ 
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [up 
to $5,000] 
☒ 
☐ 
 
 Payment Terms:  Please see Exhibit C.

Exhibit B 
Investment Summary 
 
The following Investment Summary details the software, products, and services to be delivered by Tyler 
to Client under the Agreement. This Investment Summary is effective as of the Effective Date.  
 
Tyler sales quotation to be inserted prior to Agreement execution.

Exhibit C 
Invoicing and Payment Policy 
 
Tyler will provide Client with the software and services set forth in the Investment Summary. Capitalized 
terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 
 
Invoicing: Tyler will invoice Client for the applicable license and services fees in the Investment Summary 
as set forth below. Client’s rights to dispute any invoice are set forth in the Agreement. 
 
1. Tyler Software.  
 
1.1 License Fees: License fees are invoiced as follows: (a) 25% on the Effective Date; (b) 60% on 
the date when Tyler provides Client with access to the applicable Tyler Software (the 
“Software Access Date”); and (c) 15% on the earlier of use of the Tyler Software in live 
production or 180 days after the Software Access Date. 
 
Maintenance and Support Fees: Year 1 maintenance and support fees are waived through 
the earlier of (a) availability of the Tyler Software for use in a live production environment; 
or (b) one (1) year from the Effective Date. Year 2 maintenance and support fees are payable 
on that earlier-of date, and subsequent maintenance and support fees are invoiced annually 
in advance of each anniversary thereof. Client’s fees for the first year of the initial term are 
shown in the Investment Summary and fees from year 2 on shall be subject to increases of 
no more than five percent (5%) year over year for the remainder of the five-year term for 
each applicable member school district.  Year 1 of the Agreement is not subject to any 
increase over the previous year’s billing for each member school district shown in the 
Investment Summary. 
 
SaaS & Subscription Fees: SaaS (including hosting) fees and subscription fees are invoiced on 
an annual basis, beginning on the first day of the month immediately following the Effective 
Date. Client’s annual SaaS fees and subscription fees for the first year of the initial term, if 
any, are shown in the Investment Summary and fees from year 2 on shall be subject to 
increases of no more than five percent (5%) year over year for the remainder of the five-year 
term for each applicable member school district. Client’s annual SaaS fees and subscription 
fees (if any) for Year 1 of the Agreement are not subject to any increase over the previous 
year’s billing for each member school district shown in the Investment Summary. 
 
2. Other Tyler Software and Services. 
 
2.1 Implementation and Other Professional Services (including training): Implementation and 
other professional services (including training) are billed and invoiced as delivered, at the 
rates set forth in the Investment Summary.  
 
2.2 Business Process Consulting Services: If Client has purchased any Business Process Consulting 
services, if they have been quoted as fixed-fee services in the Investment Summary, they will 
be invoiced 50% upon delivery of the best practice recommendations, by module, and 50% 
upon delivery of custom desktop procedures, by module. If Client has purchased any 
Business Process Consulting services and they are quoted as an estimate, then Tyler will bill 
Client the actual services delivered on a time and materials basis.

2.3 Conversions: Fixed-fee conversions, if applicable and in the Investment Summary, are 
invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% 
upon Client acceptance to load the converted data into Live/Production environment, by 
conversion option. Where conversions are quoted as estimated, Tyler will bill Client the 
actual services delivered on a time and materials basis. 
 
2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler 
Software, if applicable and in the Investment Summary, are invoiced 50% upon delivery of 
specifications and 50% upon delivery of the applicable modification. Client must report any 
failure of the modification to conform to the specifications within thirty (30) days of delivery; 
otherwise, the modification will be deemed to be in compliance with the specifications after 
the 30-day window has passed. Client may still report Defects to Tyler as set forth in the 
Maintenance and Support Agreement. 
 
2.5 Other Fixed Price Services: Except as otherwise provided, other fixed price services, if any, in 
the Investment Summary are invoiced as delivered, at the rates set forth in the Investment 
Summary. For the avoidance of doubt, where “Project Planning Services” are provided, 
payment will be due upon delivery of the Implementation Planning document. Dedicated 
Project Management services, if any, will be billed monthly in arrears, beginning on the first 
day of the month immediately following initiation of project planning. 
 
2.6 Annual Services: Unless otherwise indicated in this Exhibit C, fees for annual services are due 
annually, in advance, commencing on the availability of the service. Client’s annual fees for 
the first year of the initial term, if any, are shown in the Investment Summary and fees for 
such annual services from year 2 on shall be subject to increases of no more than five 
percent (5%) year over year for the remainder of the five-year term for each applicable 
member school district. Annual services fees for Year 1 of the Agreement are not subject to 
any increase over the previous year’s billing for each member school district shown in the 
Investment Summary. 
 
3. Third Party Products and Hardware. The parties agree and understand that no Third-Party 
Products or Third-Party Hardware is involved in the modules contemplated by this Agreement as 
of the Effective Date. If third-party products or hardware are added to the Agreement after the 
Effective Date, the following provisions apply. 
 
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced 
when Tyler makes it available to Client for downloading. 
 
3.2 Third Party Software Maintenance: The first year maintenance fee for the Third Party 
Software, if any, is set forth in the Investment Summary and is invoiced when Tyler makes it 
available to Client for downloading. Subsequent annual maintenance fees for Third Party 
Software are invoiced annually, in advance, from year 2 on shall be subject to increases of no 
more than five percent (5%) year over year for the remainder of the five-year term for each 
applicable member school district. Third-party software maintenance fees for Year 1 of the 
Agreement, if any, are not subject to any increase over the previous year’s billing for each 
member school district shown in the Investment Summary.

3.3 Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 
 
3.4 Hardware Maintenance: The first year maintenance fee for Hardware is set forth in the 
Investment Summary and is invoiced upon delivery of the hardware. Subsequent annual 
maintenance fees for hardware are invoiced annually, in advance, and fees from year 2 on 
shall be subject to increases of no more than five percent (5%) year over year for the 
remainder of the five-year term for each applicable member school district. Hardware 
maintenance fees for Year 1 of the Agreement, if any, are not subject to any increase over 
the previous year’s billing for each member school district shown in the Investment 
Summary. 
 
3.5 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.  
 
4. Expenses. The service rates in the Investment Summary do not include travel expenses. We will 
not travel to Client’s location without coordinating that travel schedule with Client. Expenses for 
Tyler delivered services will be billed as incurred and only in accordance with Tyler’s then-
current Business Travel Policy; provided, however, that we will not bill more expenses for travel 
than would be incurred under the County’s travel policy as provided to Tyler on July 25, 2024. 
Copies of receipts will be provided upon request; Tyler reserves the right to charge Client an 
administrative fee depending on the extent of Client’s 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. Tyler 
prefers to receive payments electronically. Tyler’s electronic payment information is available by 
contacting AR@tylertech.com.

Exhibit C 
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.  
  
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  
  
Employee meals and incidental expenses while on travel status within the continental U.S. are in 
accordance with the federal per diem rates published by the General Services Administration.

Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel 
expenses. Per diem rates are available at www.gsa.gov/perdiem.  
 
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided 
separately by the Department of State and will be determined as required.  
 
A. 
Overnight Travel  
 
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a 
trip are governed as set forth below.  
 
Departure Day  
  
Depart before 12:00 noon  
  
  
Lunch and dinner  
Depart after 12:00 noon  
  
  
  
Return Day  
  
Dinner  
Return before 12:00 noon  
  
  
Breakfast  
Return between 12:00 noon & 7:00 p.m.  
Breakfast and lunch  
Return after 7:00 p.m.*  
  
  
Breakfast, lunch and dinner  
  
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.  
  
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem 
as follows:  
  
Breakfast  
15%  
Lunch  
  
25%  
Dinner  
60%  
  
B. 
Same Day Travel  
  
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim 
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the 
event they return home after 7:00 p.m.*  
  
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.  
  
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.

Exhibit D 
Maintenance and Support Agreement 
 
Tyler will provide Client with the following maintenance and support services for the Tyler Software. 
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 
  
1. Term. Tyler provides maintenance and support services on an annual basis. The initial term 
commences on the Effective Date and remains in effect for five (5) years.  
 
2. Maintenance and Support Fees. Client’s year 1 maintenance and support fees for the Tyler Software 
are listed in the Investment Summary, and Client’s payment obligations are set forth in the Invoicing 
and Payment Policy. Tyler reserves the right to suspend maintenance and support services if Client 
fails to pay undisputed maintenance and support fees within thirty (30) days of Tyler’s written 
notice. Tyler will reinstate maintenance and support services only if Client pays all past due 
maintenance and support fees, including all fees for the periods during which services were 
suspended. 
 
3. Maintenance and Support Services. As long as Client is not using the Tyler Help Desk as a substitute 
for Tyler training services on the Tyler Software, and Client timely pays Client’s maintenance and 
support fees, Tyler will, consistent with Tyler’s then-current Support Call Process: 
 
3.1 perform Tyler 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); provided, however, that if Client 
modifies the Tyler Software without Tyler’s consent, Tyler’s obligation to provide maintenance 
and support services on and warrant the Tyler Software will be void; 
 
3.2 provide telephone support during Tyler established support hours; 
 
3.3 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; 
 
3.4 provide Client with a copy of all major and minor releases to the Tyler Software (including 
updates and enhancements) that Tyler makes generally available without additional charge to 
customers who have a maintenance and support agreement in effect; and 
 
3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with 
Tyler’s then-current release life cycle policy. 
 
4. Client Responsibilities. Tyler will use all reasonable efforts to perform any maintenance and support 
services remotely. Currently, Tyler uses a third-party secure unattended connectivity tool called 
Bomgar, as well as GotoAssist by Citrix. Therefore, Client agrees to maintain a high-speed internet 
connection capable of connecting Tyler to Client’s PCs and server(s). Client agrees to provide Tyler 
with a login account and local administrative privileges as Tyler may reasonably require to perform 
remote services. Tyler will, at Tyler’s option, use the secure connection to assist with proper 
diagnosis and resolution, subject to any reasonably applicable security protocols. If Tyler cannot 
resolve a support issue remotely, Tyler may be required to provide onsite services. In such event, 
Tyler will be responsible for Tyler’s travel expenses, unless it is determined that the reason onsite

support was required was a reason outside Tyler’s control. Either way, Client agrees to provide Tyler 
with full and free access to the Tyler Software, working space, adequate facilities within a 
reasonable distance from the equipment, and use of machines, attachments, features, or other 
equipment reasonably necessary for Tyler to provide the maintenance and support services, all at 
no charge to Tyler. Tyler strongly recommends that Client also maintain a VPN for backup 
connectivity purposes.  
 
5. Hardware and Other Systems. If Client is a self-hosted customer and, in the process of diagnosing a 
software support issue, it is discovered that one of Client’ peripheral systems or other software is 
the cause of the issue, Tyler will notify Client so that Client may contact the support agency for that 
peripheral system. Tyler cannot support or maintain Third Party Products except as expressly set 
forth in the Agreement. 
 
In order for Tyler to provide the highest level of software support, Client bears the following 
responsibility related to hardware and software:  
 
(a) All infrastructure executing Tyler Software shall be managed by Client; 
(b) Client will maintain support contracts for all non-Tyler software associated with Tyler Software 
(including operating systems and database management systems, but excluding Third-Party 
Software, if any); and 
(c) Client will perform daily database backups and verify that those backups are successful.  
 
6. Other Excluded Services. Maintenance and support fees do not include fees for the following 
services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and 
support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); 
(c) application design; (d) other consulting services; (e) maintenance and support of an operating 
system or hardware, unless Client is a hosted customer; (f) support outside Tyler normal business 
hours as listed in Tyler’s then-current Support Call Process; or (g) installation, training services, or 
third party product costs related to a new release. Requested maintenance and support services 
such as those outlined in this section will be billed to Client on a time and materials basis at Tyler’s 
then current rates. Client must request those services with at least one (1) week’s advance notice. 
 
7. Current Support Call Process. Tyler’s current Support Call Process for the Tyler Software is attached 
to this Exhibit D at Schedule 1.

Exhibit D 
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 clients search multiple sources 
simultaneously to find the answers clients 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, Tyler will provide Client with procedures for 
contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon 
receipt of such a Defect notification, Tyler 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 Client’s IT staff with applying patches and release upgrades, as well as consulting 
with them on server maintenance and configuration of the Tyler Software environment.

SERIAL# 240128-IGA 
 
 
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.

SERIAL# 240128-IGA 
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, Client may escalate the incident to the appropriate resource, as outlined by 
each product support team. The corresponding resource will meet with Client 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.