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Attachment 1- Tyler Technologies Second Amendment1 of Tyler Technologies 2nd Amendment AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT is dated for identification this 6th day of December 2022 and amends that certain agreement for enterprise resource planning services dated June 30, 2022, made by and between the Town of Los Gatos, ("Town,") and Tyler Technologies, Inc.(“Consultant.”) RECITALS A.Town and Consultant entered into an enterprise resource planning Agreement on June 30, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment. B.Town and Consultant amended the Agreement on August 16, 2022, a copy of which is attached hereto and incorporated by reference as Attachment 2 to this Second Amendment. AMENDMENT 1.Compensation is being increased by $33,000 for a total contract amount not to exceed $1,295,061. 2.All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment. Town of Los Gatos Approved as to Consent: By: _______________________________ By:______________________________ Laurel Prevetti, Town Manager Robert Kennedy-Jensen Group General Counsel Tyler Technologies, Inc. Department Approval: _______________________________________ Gitta Ungvari Finance Director Approved as to Form: Attest: ______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk ATTACHMENT 1 2022-369029-G0F3B3 CONFIDENTIAL Page 1 Quoted By:Jennifer Wahlbrink Quote Expiration:04/26/23 Quote Name:Town of Los Gatos-EERP-Detailed GL History Conversion Quote Description: 11-17-22 Town of Los Gatos, CA v.3 5yr GL History Detail & BG Hist. Conv. Sales Quotation For: Town of Los Gatos 110 E Main St Lbby Los Gatos CA 95030-6945 Phone: +1 (408) 354-6828 Professional Services Description Quantity Unit Price Ext Discount Extended Price Maintenance Conversions – See Detailed Breakdown Below $ 33,000.00 $ 0.00 TOTAL $ 33,000.00 $ 0.00 Summary One Time Fees Recurring Fees Total Tyler License Fees $ 0.00 $ 0.00 Total SaaS $ 0.00 $ 0.00 EXHIBIT A 2022-369029-G0F3B3 CONFIDENTIAL Page 2 Total Tyler Services $ 33,000.00 $ 0.00 Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 33,000.00 $ 0.00 Contract Total $ 33,000.00 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: All Primary values quoted in US Dollars Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Accounting AC - Budgets up to 3 years 2 $ 1,500.00 $ 0.00 $ 3,000.00 Professional Services 5yr Detailed GL History Conversion 1 $ 30,000.00 $ 0.00 $ 30,000.00 TOTAL $ 33,000.00 Comments Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") 2022-369029-G0F3B3 CONFIDENTIAL Page 3 between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: •License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client; •Fees for hardware are invoiced upon delivery; •Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; •Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. •Fees for services included in this sales quotation shall be invoiced as indicated below. •Implementation and other professional services fees shall be invoiced as delivered. •Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. •Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. •Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. •If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. •Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. •Expenses associated with onsite services are invoiced as incurred. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors. Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or 2022-369029-G0F3B3 CONFIDENTIAL Page 4 services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler. Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.