WICKENBURG USD TYLER TECHNOLOGIES ERP IGA.PDF

MAt%oPA
COUNTY
lntergovernmental Agreement between Maricopa County on behalf of the Maricopa
Gounty School Superintendent's Office and Wickenburg Unified School District for
Educational Enterprise Resource planning
1.0 PARTIES
This lntergovernmental Agreement (lGA) provides a binding agreement between
the Maricopa County School Superintendent's Office (hereafter referred to as
"MCSS"), and Wickenburg Unified School District (hereafter referred to as "the
School District"), collectively "the Parties", for Educatíonal Enterprise Resource
Planning (ERP) licensing, hosting, maintenance, and support of TylerTechnologies,
lnc.'s school ERP Pro (hereafter referred to as the "ERp system"). Maricopa county
and the School District are authorized to enter into thís IGA under A.R.S. 511-9S2
and $15-342(13) for the purposes of exercising joint powers or contracting for
services.
2.0 PURPOSE
This IGA outlines the responsibilities of each of the parties to manage the ERp
System of record as part of the MCSS ERP System Consortium. The Parties agree
to cooperate and assist each other in meeting the mutual obligations and duties
of each office because it is good public policy and benefit the citizens of Maricopa
County.
3.0 DEFINITIONS
3.1
Mcss ERP system consortium - is defined as school districts who have
entered into an agreement with MCSS to purchase their ERp software
licensing and have their ERP system hosted as detailed in this document.
3.2 ERP System - is defined as the software licensing and associated hosted
interfacing applications, as well as technical support, that function as the
financial system of record for school districts participating in the MCSS ERp
System Consortium.
4.0 TERM OF AGREEMENT
This IGA is for frve (5) years, beginning July 1,2024, and ending June 30, zo2g,
unless terminated earlier by the Partíes as set forth herein.

5.0 RESPONSIBILITIES OF THE PARTIES
5.1 MCSSResponsibilities
5.1.1 Ensure that the ERP System is kept current on software updates.
Not all released updates apply to or affect MCSS hosted districts.
Some minor releases may be skipped or delayed.
5.1.2 Ensure that the ERP System is current with supported 3rd party
products that it requires.
5.1.3 Maintain the ERP System hardware in good working order and
provide suffìcient disk space to allow ready access to at least 7
years of historical School District data.
5.1.4 Conduct non-critical software updates outside of normal business
hours. Provide School District a minimum 48-hour notice, via email
or other notification, of scheduled outage. Critical updates may
require a shorter notice depending on the severity of the issue.
5.1.5 Back up all School District data nightly and keep data for a period of
at least 15 days before overwriting or deleting. Store monthly
backup frles for a period of 12 months. Store yearly backups to
accommodate any applicable Public Records Retention Schedules.
Provisional databases are not backed up due to their temporary
nature.
5.1.6 lnform School District when any action taken by MCSS results in
the modification of School District data.
5.1.7 Protect School District data against unauthorized access, following
best practices of data security.
5.1.8 Allow contracted software vendors access to requested data for
the purpose of resolving technical issues in the course of providing
support.
5.1.9 Maintain ERP System's ldentity Provider (Active Directory) and
security.
5.1.10 Provide the School District with necessary instructions,
documentation, and licenses to ensure that the School District
users can connect to the ERP System.
5.1.1 1 Provide support services outlined and attached hereto as
Attachment 1, Exhibit D.
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5.1.12lnvoice the School District for software licensing, hosting,
maintenance, and support as outlined in Section 15.0 of this lGA.
5.2 The School District Responsibilities:
5.2.1 Provide MCSS with proper authorization for all user account
updates for access to the ERP System.
5.2.2 lnform MCSS of changes related to the terminatíon of key
personnel or consultants with access to the ERP System in a timely
manner.
5.2.3 Provide MCSS key application support personnel and contracted
vendor with needed access to School District's ERP system and
data for the purpose of resolving technical issues in the course of
providing support.
5.2.4 Maintain and manage Users and User Roles in the ERP System as
applicable.
5.2.5 Maintain and manage all local security in the ERP System as
applicable.
5.2.6 Maintain accuracy and integrity of all data within their District's
databases.
5.2.7 Comply with all requests from MCSS made in good faith related to
processes or procedures to ensure data integrity and smooth
operations.
5.2.8 Provide lnternet connectivity and compatible equipment for all
School District users of the ERP System.
5.2.9 Attend training as needed to remain current on third-party software
and processes.
5.2.10 Pay MCSS within 30 days based on invoices received and as
oullined in Section 15.0 of this lGA. Failure to pay could result in
termination of this agreement and the School District's ERP system
access, licensing, hosting, maíntenance, and support. Disputed fees
and expenses in allterminations must have been submitted in
coordination with MCSS as invoice disputes in accordance with
Section F (2) of the LICENSE AND SERVICES ADDENDUM
(Attachment 1).
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6.0 EMPLOYMENT
6.1
6.2
wo rke rs' co mpen s ati o n.
7.0 TERMINATION
7.1
7.2
8.0
9.0
The employees providing support shall be MCSS emproyees, and MCSS
will be responsible for payment of the employees' salaries and benefrts.
For purposes of A.R.s. S23-1 022 only, the employees shall be deemed to
be employees of both Mcss and the school District, although MCSS shall
be solely responsible for the payment of workers' compensation benefìts.
Both MCSS and the school District shall post a notice pursuant to A.R.s.
523-906, in substantially the following form:
another public agency pursuant to an intergovernmental agreement or
This IGA is subject to cancellation in accordance with the provisions of
A.R.S. S38-s11.
ln the event conflict arises, the Parties agree to make every effort to
reconcile conflicts and make reasonable provisions to ensure neither party
will suffer as a consequence of conflict.
7.3 Either party may terminate this IGA any time upon delivering a written
notice of terminatíon to the other party three months (3) in advance of the
requested date of termination. Such notice shall be given by personal
delivery or by Registered or Certifred mail.
7.4 This IGA may be terminated by mutual written agreement of the parties
specifying the termination date therein.
AMENDMENTS
The Parties may amend this IGA only by written amendment signed by both
Parties.
INCORPORATION OF DOCUMENTS
9.1 The followíng are to be attached to and made part of this contract:
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9.1.1 Attachment 1 - ConÌract by and between Maricopa County and
Tyler Technologies, lnc.
10.0 NoTlcES
Communication and details concerning this IGA shall be directed to the following
contract representatives:
Maricopa County:
Heather Mock
Asst. Superintendent of Econ. Mgmt
Office of the Maricopa County
School Superintendent
4041 N. Central Ave, Suite 1100
Phoenix, Arizona 85012
heather.mock@maricopa.qov
602-506-2068
School District:
James Scott
Executive Director of Business
Services
Wickenburg Unified School
District
101 E. Coconino St. Wickenburg,
AZ 85390
iscott(ôwusd9.orq
928-668-5353
11.0 EMPLOYMENT DISCLAIMER
11.1 This IGA is not íntended to constitute, create, çjive rise to, or otherwise
recognize a joint venture agreement, partnership, or other formal business
association, or organization of any kind, and the rights and obligations of
the Parties shall be only those expressly set forth in this IGA.
11.?- The Parties agree that there will be no discrimination as to race, sex,
religion, colo6 age, creed, or national origin in regard to obligations, work,
and services performed under the terms of any contract ensuing from this
engagement. The Parties will comply with Executive Order No. 11246,
entitled "Equal Employment Opportunity", and as amended by Executive
Order No. 1 1375, as supplemented by the Department of Labor Regulations
(41 CFR, Part 60).
12.0 GENERAL INDEMNIFICATIONS
To the extent allowable by law, each party (as "lndemnitor") agrees to indemnify,
defend, and hold harmless the other party (as "lndemnitee") from and against any
and all claims, losses, liability, costs, or expenses (including reasonable attorneys'
fees) (hereinafter collectívely referred to as "Claims") arising out of bodily injury
(including death) of any person or property damage, but only to the extent that
such Claims which result in vicarious/derivative liability to the lndemnitee, are
Page 5 of 9

caused by the act, omission, negligence, misconduct, or other fault of the
lndemnitol its offrcers, officials, agents, employees, or volunteers.
13.0 COMPLIANCE WITH APPLICABLE LAWS
13.1 Each party shall comply with all applicable laws, ordinances, Executive
orders, rules, regulations, standards, and codes of the federal, state, and
local governments whether or not specifically referenced herein.
Specifrcally, the following apply:
unless exempt under Federal law, both Parties shall comply with Title
Vll of the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act, and State Executive Order No. 75-
5, as updated in State Executive Order No. 99-4, which mandates that
all persons, regardless of race, color, religion, sex, age, national
origin, or political affìliation, shall have equal access to employment
opportunities. Both Parties shall comply with the Rehabilitation Act
of 1973, as amended, which prohibits discrimination in the
employment of qualifred persons because of physical or mental
disability. Both Parties shall comply with the requirements of the Fair
Labor Standards Act of 1 938, as amended.
13.1.1
13.1.2 Both Parties shall comply with Title vl of the cÍvil Rights Act of 1964,
which prohibits the denial of benefits of, or participation in, contract
services on the basis of race, color; or national origÍn. Both parties
shall comply with the requirements of Section 504 of the
Rehabilitation Act of 1979, as amended, which prohíbits
discrimination on the basis of disability, in delivering contract
services; and wíth Títle ll of the Amerícans with Disabilities Act, and
the Arizona Disability Act, which prohibit discrimination on the basis
of physical or mental disabilities in the provision of contract
programs, services, and activities.
14.0 VERIFICATION REGARDING COMPLTANCE W|TH A.R.S. 523-214 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
14.1
By entering ínto this lGA, the Parties represent and warrant compliance with
the lmmigration and Nationaliry Act (B u.s.c. SS 1 1 01, er seq.) (tNA) and all
other Federal and state immigration laws and regulations related to the
immigration status of their employees. The Parties shall obtain statements
from any subcontractors certifying compliance and shall furnish the
statements to the Department upon request. These representations and
warranties shall remaÍn in effect throughout the term of this lGA. The
Parties and any Subcontractors shall also maintain Employment Eligibility
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Veriftcation forms (l-9), as required by the U.S. Department of Labor's
lmmigration Reform and Control Act of 1986 (Pub. L. No.99-603), for all
employees performing work under this lGA. l-9 forms are available for
download at USCIS.GOV.
14.2 The Parties warrant that they are in compliance with A.R.S. S41-4401 (E-
Verify requirements) and further acknowledge:
14.2.1That the Parties and its Subcontractors, if any, warrant their
compliance with all Federal immigration laws and regulations that
relate to their employees and their compliance with A.R.S. 523-21a
and shall keep a record of the verification for the duratíon of the
employee's employment or at least three (3) years, which is longer;
14.2.2That a breach of a warranty under subsection 14.1 above shall be
deemed a material breach of this IGA and the County may
immediately terminate this IGA without líability; and
14.2.3 That the County and any contracting government entity retains the
legal right to inspect the papers and employment records of any
party or Subcontractor employee who works on thls IGA to ensure
that the party or Subcontractor is complying with the warranty
provided under subsection 14.1 above and that the party agrees to
make all papers and employment records of said employee(s)
available during normal working hours in order to facilitate such an
inspection.
15.0 PAYMENT
15.1 MCSS shall invoice and receive reimbursement from the School District
within 30 days for the following costs calculated from a combination of
software licensing and support, School District user count, ADM, and MCSS
support staff:
15.1.1 The cost for the School District's ERP System annual software
licensing-Fiscal year 2025 (7/1/2A24-6/30/2025) costs will be
$7,333.40, plus any applicable taxes. Fees for fiscal years 2026
through 2029 shall be subject to increases of no more than five
percent (5%) year over year.
15.1.zThe costs for MCSS to host and publish the ERP System to be
accessed over the lnternet and costs associated with MCSS support
employees-Fiscal year 2025 (7/1/2024-6/30/2025) cosrs will be
Page 7 of 9

S5,100.01. Fees forfiscalyears 2A26through2A29 shall be subject
to increases of no more than frve percent (5%) year over year.
15.2 The School District shall obtain and fund their eonnection to the lnternet.
16.0 CONFLICTWAIVER
The Parties to this IGA acknowledge that they are aware that the Civil Services
Divisíon of the Maricopa County Attorney's Off,ice (Civil Division) may be chosen
as the attorney for other Parties to this agreement, and the signing party
acknowledges that it is aware of a potential conflict of interest, and it waives any
claim of conflict of interest, which may arise by virtue of Civil Division's
representation of other Parties to this agreement.
17.0 COMPLETEAGREEMENT
This IGA contains the full and final agreement of the Partíes and supersedes any
prior agreement or understandings between the Parties, either written or verbal,
dealing with the same subject matter.
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FOR AND ON BEHALF OF MARICOPA
COUNTY:
FOR AND ON BEHALF OF SCHOOL
DISTRICT:
MaricopaCountySchoolSuperintendent SchoolDistrict
resentative
LL - a5- A024
Date
Date
Chairman, Board of Supervisors
Date
ATTEST:
Clerk Board of Supervisors
Date
Pursuant to A.R.S. S11-952, legal counsel has determined that this lntergovernmental
Agreement is within the powers and authority granted under the laws of the State of
Arizona.
Attorney for Maricopa County
Attorney for School D
10t28t2024
Date
Date
Page 9-of 9
/s/ Max G. Carpinelli
1/14/2025

Attachment 1
CONTRACT Educational Enterprise Resource
Planning 240128-lGA
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 lnc., a Delaware corporation ("Contracto/'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 fìve (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
ln 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
coopenation with the County or other providers in the transition. The transition includes fhe 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 ihen-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 - lnvestment Summary.
3.2
3.3
Payment shall be made within forty-five (45) days of County's receipt of the invoice
INVOICES
3.3.1 The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. lncomplete invoices will not be processed. At a

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
lnvoice numberand date
Date(s) of service or delivery
Quantity
Description of purchase (product or services)
Extended price
Freight (if applicable)
Mileage with rate (if appticable)
Total amount due
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. ff 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.oov/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. lf 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.
Tax lndemnification: contractor and all subcontractors shall pay all Federal, state,
and local taxes applicable to their operation and any personê employed by the
3.4
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 
SÍte
(nttps:øwww.mar¡copa 
).
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.
APPLICABLE TAXES
3.4'1 lt is the responsibility of the Contractor to determine any and all applicable taxes.
The fees in the lnvestment Summary do not include any taxes, inciuding, without
Iimitation, sales, use, or excise tax. lf county is a tax-exempt entity, county agrees
to provide Contractor with a tax-exempt certificate. Otheruvise, Contractoi will pay
all applicable taxes to the proper authorities and County will reimburse Contractor
for such taxes. lf County has a valid direct-pay permit, County agrees to provide
Contractor with a copy. The legal liability to remit the tax is on tñe entity conducting
business in Arizona. Tax is not a determining factor in contract award.
3.4.2
3.4.3

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 
AVAILABILIry OF FUNDS;TERMINATION FOR LACK OF APPROPRIATIONS
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. lf 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. ln the event of termination for lack of appropriation, County
will pay Contractorforall 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 submilted as invoice disputes in accordance with Section F (2) of the LICENSE AND
SERVICES ADDENDUM.
4.1
4.2
lf 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. ln the event of termination, Gounty
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, excepi where settlement

6.1.2
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.
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 attomeys' 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 Ïhe scope of this indemnification does not exlend 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, coopenation, and information in defending the claim at
Contractor's expense.
6.2.2
6.2.3
6.2.4
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 ín
contradiction of this Agreement, including with non-licensed third parties, or
County's willful infringement.
lf 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.
lf 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 Contr:actor;
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 Contracto/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, lnc. category rating
of B++. ln 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
6.3.3
6.3.4
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 an d formally a ccepted.
ln 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.
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
lf available, the Commercial General Liability and Automobile Liability insurance
policies required by this Contract may be combined with Commercial Umbrella
lnsurance policies to meet the minimum limit requirements. lf a Commercial
Umbrella insurance poficy is utilized to meet insurance requirements, the
Certificate of lnsurance shall indicate which lines the Commercial Umbrella
lnsurance 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 thai arise out of or
relate to the Contract and are between County and

6.3.8.4
6.3.8.5 Crime
Contractor, except to the extent the damage or injury is
caused by County.
Errors and Om ission s/P rofessional Liabílity I nsu ran ce
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 
95,000,000
ln the event that the Technology Errors & omission insurance required
by this contract is writien 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.
contractor shall maintain commercial crime Liability lnsurance wiih 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 lnsurance w1h a limit of
not less than $5,000,000 on a claims-made basis.
6.3.9 Certificates of lnsurance
6.3.9.1 Contractor shall furnish the County with valid and complete Certificates
of lnsurance, or formal endorsements as required by the Contract,
issued by Contractor's insurer(s), as evidence that policiês providing the
required coverage, conditions and limits required by this Contract are in
full force and effect.
6.3.9'2 ln the event any insurance policy(ies) required by this Contract is (are)
written on a claims-made basis, coverage shall extend fortwo years pasi
completion and acceptance of Contractor's work or services and as
evidenced by annual certificates of insurance.
6.3.9.3 Renewal certifìcates 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 lnsurance shall identify Maricopa Countyas the certificate
holder as follows:
Maricopa County
cio 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, hunicane, 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
usuped 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.
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 underthis Contract when the County identifies a need and proper
authorization and documentation have been approved.
b.b

6.8 
PURCHASE ORDERS
Purchase orders submitted by the County are for the County's internal administrative
purposes, and the terms and conditíons contained in those purchase orders will have no
force or effect to any extent ihey 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, af 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 Íts 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, orwithin 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 othen¡¡ise requires a change to the project
schedule.
6.11 TERMINATION FORCONVENIENCE
The County may terminate this Contract for convenience by providing 60 calendar days
advance written notice to the Contractor. ln the event of termination for cpnvenience,
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. lf 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. ln the event
of termination for cause, County will pay Contractor for all undisputed fees and
expenses related to the software, products, and/or seryices County has received,
or Tyler has incurred or delivered, prior to the effective date of termination.
6.12.2 lnsolvency. 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. ln 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. ln 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 rightto 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, lf any of the services do not conform to contract
requirements, County may require the Contractor to pedorm the services again in
conformity with contract requiremenis, 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 per-formed.
6.14.3 Regarding a new implementation, lf 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
6.17
Notice is given that, pursuant to A.R.s. S 38-511, the county may cancel any contract
without penalty orfurtherobligation within three years after execution of the contmct, 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. 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.
SUBCONTRACTING; ASSIGNMENT; BI NDI NG EFFECT
6.21
6.17.1 This Agreement shall be binding on, and shall be forthe 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 OFREQUIREMENTS
The County reserves the right to add andior delete materials and services to a Contract. lf
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. lf 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.
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
6.21.1 ln 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

6.21.2
relevant to this Contract for six years afterfinal 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 acc€ss to and the right to examine, copy, and make
use of, any and all said materials.
lf the contractor's books, records, accounts, statements, reports, files, and other
records and back-up documentatíon relevant to this Contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse the county for the seryices not so adequately supported and
documented.
6.22 AUDITDISALLOWANCES
lf 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 disiretion of the County,
and may include either an adjustment to future invoices, request for credit, request forã
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, orto require reimbursementforthwith of the disallowed amount
by the Contractor by issuing a check payable to the County.
NONWAIVER
6.24
ln 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 a-s 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.
VALIDITY
õ-zó
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 SEVËRABILITY
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
ln 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 coñstrued
as to create the relationship of employer and employee, co-empioyee, partnership,
principal and agent, or joint venture between the County ánd the Contraðtor.
6.27 NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 200949, including flow down of all provisions and requirements lo any
subcontractors. Executive Order 2009-09 supersedes Executive Order gg-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 
"g", 
race,
creed, color, religion, sex, disability, or national origin. (Arizona Execuiive OrderÞOOg-Og
can be viewed at https://apps.azsos.qov/public serviceè/reqister/2009/46/qovernor.pdf¡

6.28 WRITTEN CERTIFICAT|ON PURSUANT to A.R.S. S 35-393.01
lf Contractor engages in for-profit activity and has 10 or more employees, and if thís
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 lsrael. 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. S 4842.
6.2g CERTIFICATION REGARDING DEBARMENTAND 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, atternpting 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 FederalorState antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
govemment 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 lf 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 orsub-subcontractors)
and in all solicitations for lower tier covered transactions related to this Contract. lî

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
vERlFlcATloN REGARDTNG COMPLTANCE WITH A.R.S. S 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
6.30.'l
By entering into the Contract, the Contractor wanants compliance with the
lmmigration and Nationality Act (lNA using E-Verify) and all other Federal
irnmigration laws and regulations related to the immigration status of its employees
and A.R.S. SS 414401 and 23-214(A). The Contractor shall obtain statements from
its subcontractors certiñ7ing compliance and shall fumish 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 (l-9) as required by the
lmmigration 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 remrd of the verification for the duration
of the employee's employment or at least three years, whichever is longer. l-9 forms
a re available for d own load at vrn¡¡¡v. 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. Contractorand 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 submntractors 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.
6.3,I 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 consideraiion of any kind.
6.31.3 lf a person attempts to influence anyemployee oragent of the County, the chief
procurement officer, or his designee, reserves the right to seek any remedy
provided by the County Procuremenl Code, any remedy in equity or in the law, or
any remedy provided by this Contract.
CONFI DENTIAL 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
6.32

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.9., 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 confidentíal information
shall be refened 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
reiained 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 CounÇ 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. SS
39-121 et. seq. ln 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 orwritten,
expressed, or implied.
6.35 UNIFORMADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Gontractor agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter ll, Part 200-UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. g 200 ef seq.

6.36 GOVERNING LAW
This Contract shall be govemed 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 Gourt 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 soficitation, Contractor agrees to comply with all applicable portions of A.R.S.
S 35-394. Contractinq: procurement: prohíbition: written certification: remedv:
termination: exceotion; definitions.
6.37.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:
6.37.3
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.
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. lf 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.
6.39
6.38 ORDER OF PRECEDENCE
ln 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.
UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT
REGISTRATION
6.40
All contractors that receive funding must have a uEl number through
https://sam.qov/contenUentitv-reqistration. 
Contractor must also remain current with tñe
system for Award Management www.sam.qov throughout the term of the contract.
RELIGIOUS ACTIVITIES
The Contractor agrees that costs, planned or claimed, including costs incurred, shall not
include any expense for any religious activity.

6.41 POLITICALACTIVITYPROHIBITED
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 nationalorigin. Such action shall include but is not
limited to the following: employment, upgrading, demotion or transfer, recruitment,
or recruitment advertising, layoff or termination, rates of pay or other forms of
com pensation, and selection for tra ining, including apprenticeship.
6.42.2 Contractor shall comply with the following provisions:
6.42.2.1 Title Vl and Vll of the Civil Rights Act of 1964, as amended (42 U.S.C
$$ 2000a, et seq.);
6.42.2.2
6.42.2.3
The Rehabilitation Act of 1973, as amended (29 U.S.C. SS 701, et seq.);
The Age Discrimination in Employment Act of 1967, as amended
(29U.S.C. SS 621, et seq.);
6.42.2.4 The Americans With Disabilities Actof 1990 (42 U.S.C. gg 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 Contracior, 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 lf 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

agreementt 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 formaking orentering inlo
this transaction imposed by section 1352, Title 31, U.S. Code. Any
successful propose(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. S 7606), section 508 of the Clean Water Act
(33 U.S.C. S 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. lf the
parties fail to resolve the dispute, then the parties shall participate in non-binding mediation
in an effortto resolve the dispute. lf 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 lnformation
6.47.1.3 Exhibit B - lnvestment Summary

6.47.1 .4 Exhibit C - lnvoicing 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 ora 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 á 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, lnc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer

LICENSE AND SERVICES ADDENDUM
SECTION A - DEFINITIONS
"Business Travel Poliry" means Tyler's business travel policy. A copy of Tyler's current Business
Travel Polícy 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 Clíent, 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 disasteç or
any other cause that could not with reasonable diligence be foreseen or prevented by either
party.
"lnvestment Summary" means the agreed upon cost proposal for the software, products, and
servíces attached as Exhìbit B.
"lnvoicing and Payment Policy" means the invoicing and payment policy. A copy of Tyler's
current lnvoicing and Payment Policy is attached as ExhibÌt 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 L to Exhibit D.
"Third Party Hardware" means the third party hardware, if any, identified in the lnvestment
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 lnvestment
Summary.
"Third Pafty Software" means the third party software, if any, identified in the lnvestment
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.
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a

a
"Tyler Software" means Tyler's propríetary software, including any integrations, custom
modifications, and/or other related interfaces identified in the lnvestment Summary and
licensed by Tyler to Client through this Agreement.
SECTION B - SOFTWARE TICENSE
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 toTyleras 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 ríghts 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 lnvestment 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 lnvestment 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 lnvestment Summary as subscription or software as a service ("SaaS")
do not include perpetual rights. lf Client does not pay the required annual fee in accordance with
the lnvoicing 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.tvl ertech. com/te rm s/tvl er-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, decompíle, 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 ìncluded 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.

L'7 Where applicable with respect to Tyler applications that take or process card payment data,
Tyler ís 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.tvlertech.com/about-
Us/complíance, 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 títle, 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 th e license fees in the a m ounts set forth in the lnvestment
Summary. Those amounts are payable in accordance with Tyler's Exhibit C, lnvoicing and Payment
Policy.
3. Limited Warrantv. Tyler warrants that the Tyler Software will be without Defect(s) as long as Client
has a Maintenance and Support Agreement in effect. lf 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
lnvestment 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 lnvestment Summary. Those amounts are payable in accordance with Tyler's
lnvoicing and Payment Policy. Client acknowledges that the fees stated in the lnvestment Summary
are good-faith estimates of the amount of time and materials required for Client's ímplementation.
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 lnvestment Summary will be resolved by multiplying
the applicable hourly rate by the quoted hours.
3. Additional Services. The lnvestment Summary contains the scope of services and related costs
(including programming and/or interface estimates) required for the project based on Tyler's
understa nd ing of the specifications Client su pplied. lf additional work is req uired, or if Client uses or
requests additÎonal 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. lf Client cancel s services less than four (4) weeks in advance (otherthan 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

5
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'
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.
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 deadllnes 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
Thís Agreement includes the period of free maintenance and support services identified in the
lnvoicing and payment Policy. lf Client has purchased ongoing maintenance and support services and
continues to make timely payments for them according to the lnvoicing 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.
lf 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. lnstead, Client will only
receive ongoing maintenance and support on the Tyler Software on a time and materials basis' ln
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 thatTyler
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.
6

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 aPPIY:
1
Third partv Hardware. Tyler will sell, deliveç and install onsite the Third Party Hardware, if Client has
prr.¡tt"a any, for the price set forth in the lnvestment Summary' Those amounts are payable in
accordance with the lnvoicing and Payment Policy.
2
Third Party Software. Upon payment in full of the Third Party Software license fees, Client will
*.iu" 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 theThird Party Software will be
governed by the Third PartY Terms.
2.1 Tyler will install onsite the Third Party Software. The installat¡on cost is included in the
installation fee in the Investment Summary'
2.2 lf the Developer charges a fee for future updates, releases, or other enhancements to the Third
Party software, client will be required to pav 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 Partv 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 guirantee 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
ofthe Third Party Products.
4. Third party Services. lf Client has purchased Third Party Services, those services will be provided
inO"p"nà"nt of Tyler by such third-party at the rates set forth in the lnvestment Summary and in
accordance with Tyler's Exhibit C, lnvoicing and Payment Policy'
5. Maintenancq. lf 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 Dev eloper, unless that Developer requires that
Client has a separate, direct maintenance agreement in effect with that Developer- ln all events, if
Client does not have a Maintenance and Support Agreeme nt in effect with Tyler, Client will be

respons¡ble for resolving defects and other issues related to the Third Party Software directly with
the Developer.
SECTION F - INVOICING AND PAYMENT; |NVOICE DISPUTES
1. lnvoicins and Pavment. Tyler will invoice Client for allfees set forth in the lnvestment Summary per
the lnvoicing and Payment Policy, subject to Section F(2).
2. I nvoice Disputes. lf Client believes a ny d elivered softwa re or servîce 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 ín 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. lf 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 remít 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 DISCLAIMËR; tIMITAT|ON OF LtABtLtW
1. DISCIAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BYAPPLICABLE tAW TytER HEREBY DtsCrAtMs ALt OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, tMpLtED, OR STATUTORY, |NCLUDtNG, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILIW OR
FITNESS FOR A PARTICULAR PURPOSE. CTIENT UNDERSTANDS AND AGREES THAT WLER DISCLAIMS
ANY LIABILIry FOR ERRORS THAT RELATE TO USER ERROR.
2. tlMlTATloN oF LlABlLlW. EXCEPTAS OTHERWTSE EXPRESSLYSET FORTH tN THtS AGREEMENI,
TYLER',S LIABIHTY FOR DAMAGES ARIS|NG OUT OF THtS AGREEMENI WHETHER BASED ON A
THEORY OF CONTRACT OR TORT INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALT BE
tlMlrED To cLIENT',S ACTUAT DTRECT DAMAGES, NOTTO EXCEED (Al pRtOR 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 SUPPORI
THE THEN.CURRENT ANNUAT MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWTEDGE
AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS
llMlTATloN oF UABILITY AND TO THE MAXTMUM EXTENT ALIOWED UNDER AppLtCABLE tAW THE
EXCTUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN
ESSENTIA,L 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. EXCIUSION OF CERTAIN DAMAGES' TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
tN NO EVENT SHALL TyLER BE LTABLE FOR ANY SPECIAI, INCIDENTAL, PUNITIVE, INDIRECI OR
coNsEquENT|AL DAMAGES WHATSOEVER, EVEN lF TYLER HAS BEEN ADVISED OF THE POSSlBltlw
OF SUCH DAMAGES.
SECTION I - GENERAL TERMS AND CONDITIONS
1
Additional Products and services. client may purchase additional products and services atthe rates
set forth in the lnvestment Summary for twelve (12) months from the Effective Date' and thereafter
at Tyler's then-current list price, by executing a Àutually agreed addendum' lf no rate is provided in
the lnvestment summary, or those twelve (1-2) months i'rave 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. Ootion I ltems. Pricìng for any listed optional products and services in the lnvestment Summary will
be valid for twelve (12) months from the Effective Date.
3
lnte
Third P
This Agreement is intended solely for the benefit of Tyler and
the Client. No third party will be deemed a beneficìary of thìs 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 u nder any Third Party Terms or the rìghts of
school districts that are using the Tyler Software
Agency as permitted under this Agreement'
through the Maricopa County Educational Services
4
confidentialitv. Both parties recognìze 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
confidentìal and includes, without limitation, personal identifying information (e'g'' social security
numbers) and trade ,u.rá¡5, each as defined úy applicable state law. Each party agrees that it will not
disclose any confidential information of the otÅei 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) apartycanestabúshbyreasonableproofwas¡nthatparty'spossessionatthetimeofinitial
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 publlc 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. 95 3g-L:¿1,et. seq. ln the event thaia 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 Orieinals and Authorized Sisnatures. 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 lnformation
COMPANY NAME:
Technol
lnc.
5101 Te
n
Plano, TX 75024
P o. Box 2035
Da
TX 75320
888.6s4.3293
866.673.3274
rtech.com
Cassondra
888.65 4.3293 Ext - 7 7 7 556
DOING BUS INESS AS (dba):
MAILING ADDRESS
REMIT TO ADDRESS
TELEPHONE NU MBER:
FAX NUMBER
WWWADDRESS:
REPRESENTATIVE NA ME:
REPRESENTATIVE TEL EPHONE
NU
BER:
REPRESENTATIVE EMAIL ADDRESS
REBATE
NO
YES
ú
PURCHASE FROM THIS CONTRACT:
ENTAL ENTITIES
OTHER GOVERNM
W
ALLOW
x
ROCUREMENT CARD FOR PAYMENT: [uP
WILL ACCEPT P
to $5,0001
Payment Terms: Please see Exhibit C

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

Exhibit G
lnvoicing and Payment PolicY
Tyler will provide client with the software and services set forth in the lnvestment summary' capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement'
lnvoicing: Tyler will invoice Client for the applicable license and services fees in the lnvestment Summary
,, ,"t torttì below Client's rìghts to dispute any invoice are set forth in the Agreement'
L. Tvler Software.
L.L LîcenseFees: License fees are invoiced as follows: (a!25% on the Effective Date; (b) 6o% on
the date when Tyler provides client wÎth access to the applicable Tyler software (the
.,software Rccesi Date"); and (c) L5% onthe earlier of use of the Tyler Software in live
production or 180 days after the Software Access Date'
Maintenance and supportFees: Year 1 maintenance and supportfees are waived through
the earlier of (a) avaitånility 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 lnvestment 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
lnvestment Summary.
søø5 & SubscriptionFees: SaaS (including hosting) fees and subscription fees are invoiced on
an annual basis, beginning on the first dãy of the month immediately following the Effective
Date. Client's annual SaaSfees and subscription fees for the first year of the initial term' if
any, are shown in the lnvestment summary and fees from year 2 on shall be subject to
increases of no more than five percent (5%o) 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 lnvestment Summary'
2. Other Tvler Software and Services.
2.1, lmplementation and other professional services (including training): lmplementatìon and
other professionalservices (including training)are billed and invoiced as delivered' atthe
rates set forth in the lnvestment Summary'
2.2 Business Process Consulting Services',lf Client has purchased any Business Process Consulting
services, if they have been quoted as fixed-fee services in the lnvestment Summary they will
be învoiced 50% upon delivery of the best practice recommendations, by module' and 50%
upon delivery of custom desktop procedures, by module' lf 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 lnvestment Summary, are
invoiced 50% upon initial delivery of the converted data, by conversion option, and 5O%
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 Modificøtions to the Tyler Softwore: Requested modifications to the Tyler
Software, if applicable and in the lnvestment Summary, are invoiced 50% upon delivery of
specifìcations 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 modificatíon will be deemed to be in compliance with the specífications 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 lnvestment Summary are invoiced as delivered, at the rates set forth in the lnvestment
Summary. For the avoidance of doubt, where "Project Planning Services" are provided,
payment will be due upon delivery of the lmplementation Planning document. Dedicated
Project Management services, ìf any, will be billed monthly in arrears, beginning on the first
day of the month immediately following initiation of project planning.
2.6 Annuol ServÌces: 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 annualfees for
the first year of the initial term, if any, are shown in the lnvestment 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 l- of the Agreement are not subject to
any increase over the previous year's billing for each member school district shown in the
lnvestment Summary.
3. Third Partv Prod ucts and Hardware. The parties agree and understand that no Thírd-Party
Products or Third-Party Hardware is involved in the modules contemplated by this Agreement as
of the Effective Date. lf 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 Maîntenance: The first year maintenance fee for the Third Party
Software, if any, is set forth in the lnvestment 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 ìncreases of no
morethan five percent (5%lyear overyearforthe remainderof thefive-yeartermforeach
applicable member school district. Third-party software maintenance fees for Year L 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 lnvestment Summary.

3.3 Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Hardwøre Maintenance: The first year maintenance fee for Hardware is set forth in the
lnvestment 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 (S%) year over year for the
remainder of the fìve-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 lnvestment
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 lnvestment Summary'
4. Expenses. The service rates in the lnvestment Summary do not include travel expenses' We will
not travel to Clìent'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 2'5,2024'
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'
Pavment. 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
contacti ng AR@tylertech.com.

Exhibit C
Schedule 1
Business Travel Policy
t. 
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 5100 (each way) of
the lowest logical fare. lf a net savings of 5200 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 efforls 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 employçe'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 requiretheii use' When renting a carforTyler 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)'
addìtional insurance on the rental agreement should be declined'
Public TransPortation
Taxi or airport limousine servìces 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 iip tïS-fSø) are reìmbursufl". tn the case of a free hotel shuttle to the
airport, tips are included in the per diem rates and will not be reimbursed separately'
Parking & Tolls
when parkîng 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'
Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price' and conveniently
located in relation to the rraveler,s work .rrùn."na. typicai hotel chains include courtyard' Fairfield
lnn, Hampton lnn, and Holiday lnn Express. ritt't" "tpltVee 
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.
Employeesarenotauthorizedtoreservenon-traditionalshort-termlodging,suchasAirbnb'vRBo'
and HomeAway. Employees who elect to make such reservations shall not be reimbursed'
c.
3
D.
4. 
Meals and lncidental ExPenses
Employee meals and incidental expenses while on travel status within the continental u's' are ln
accordance with the federal per diem rates published by the General services Administratìon'

lncidental expenses include tÌps 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 províded
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 L2:00 noon
Depart after L2:00 noon
Return DaV
Return before l-2:00 noon
Return between 12:00 noon & 7:00 p,m.
Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinnen
The reimbursement rates for indivídual meals are calculated as a percentage of the full day per diem
as follows:
Breakfast
Lunch
Dinner
'J.5%
2s%
60%
5.
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.
lnternet 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. lf 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. Clîent's year 1 maintenance and support fees for the Tyler Software
are listed in the lnvestment Summary, and Client's payment obligations are set forth in the lnvoicing
and payment policy. Tyler reserves the right to suspend maintenance and support servíces 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 SLlonort Services. As lon g as Client is not using the Tyler Help Desl< as a substitute
for Tyler training services on the Tyler Software, and Client timely pays Client's maintenance a nd
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 obligatìon to provide maintenance
and support services on and warrant the Tyler Software wìll be void;
3.2 provide telephone support during Tyler established support hours;
3.3 maintain personnel that are sufficiently traìned 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.
Client Responsibîlities. 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, subjectto any reasonably applicable security protocols. lf Tyler cannot
resolve a support issue remotely,Tyler may be required to provide onsite services. ln such event,
Tyler will be responsible for Tyler's travel expenses, unless it is determined that the reason onsite
4

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 baclcup
con nectivity purposes.
5. Hardware and Other Svstems. lf 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.
ln order for Tyler to provide the highest level of software support, Clîent 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)otherconsulting services; (e)maintenance and supportof an operatìng
system or hardware, unless Client is a hosted customer; (f) support outsideTyler 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 Supoort 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, lnc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) - for less urgent and functÌonality-based questions' users may create
support incidents through the Tyler cuslomer 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
:if;,il", avøitabirity may be timited for certain appricotions.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(L) Tyler Website - www.tVlertech.com - for accessing client tools, documentation' and other
information i ncluding su pport contact i nformation'
(Z) Tyler Search - a knoùledge based search engine that lets clients search multiple sources
simultaneously to find the answers clients need' 24x7'
(3)TylerCommunity_providesavenueforallTylerclientswithcurrentmaintenanceagreementsto
collaborate with one anotheç share best prr.ti.", 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 iir" ,on", (Pacific, Máuntain, Central and Eastern)' Tyler's holiday schedule is
outtined below. There will be no support coverage on these days.
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 pefect 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 ass¡st Client's lT staff with applying patches and release upgrades' as well as consulting
with them on server maintenance and configuration of the Tyler software environment'
Labor
New Year's
after Tha
Memorial D

SER|AL# 240128-lGA
lncident Handlíng
lncidentTrackíng
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique case number. This system tracl<s the history of each incident. The case number ís used to track
and reference open îssues when clients contact support. Clients may track incidents, using the case
number, through Tyler's Customer Portal'or by calling software support directly.
lncídent Prioríty
Each incident is assigned a priority level, which corresponds to the Client's needs. Tyler and the Client
will reasonably set the prìority 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 environrnent only.
References to a 'tonfirmed support incident" mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
1
Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client's remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an inìtial 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 íts last avaílable 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 ìncidents 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 (L0) 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# 240128.1GA
* Response ond Resolutíon Tørgets møy differ by product or busíness need
lncident Escolatian
lf 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, Clieni 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 SupportTool
Some support calls may require further analysis of the Client's database, processes, or setup to diagnose
a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote
support tool. Tyler's support team must have the ability to quickly connect to the Client's.system and
view the site's setup, diagnose problems, or assist with screen navigation' More information about the
remote support tool Tyler uses is available upon request'
Tyler shall provide an initial response to Príority 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 pacl<, which shall
occur at least quarterly. For non-hosted customers,
Tyler's responsibìlity for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
Priority Level f. incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
exísting circumvention proced ure.
3
Medium
Tyler shall provide an initial response to Priority Level
4 incidents within two (2) busìness days of receipt of
the incident, Once the ìncident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
Support incident that causes failure of
non-essential functionalitY or a
cosmetic or other issue that does not
qualify as any other Priority Level.
4
Non-
critical