M4027_Tyler_Tech_PA_Citizen_Engagement_Platform-Signed~2.pdf

STATE OF NEW JERSEY

PARTICIPATING ADDENDUM

Pursuant to NASPO ValuePoint Contract for M4027- Citizen Engagement Platforms

LEAD STATE CONTRACT # AR3764, Solicitation# KM21-47

This Participating Addendum is made by and between, Tyler Technologies Inc., whose address is 1 Tyler Way, Yarmouth, ME 04096, and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below. For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.

WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and

WHEREAS, the State of Utah (“Lead State”) and Contractor have entered into Master Agreement # AR3764 in accordance with the State of Utah Solicitation for Citizen Engagement Platforms; and

WHEREAS, the Director has determined that entering into a Participating Addendum with Contractor is the most cost effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; and

WHEREAS, the parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship;

NOW THEREFORE, for good and valuable consideration, receipt of which hereby acknowledged, the parties to this Participating Addendum hereby agree as follows:

1.0 Term and Extension Option; Order of Precedence; Entire Agreement:

A. The term of this Participating Addendum shall be effective from the Effective Date which is the last date signed below and shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated in accordance with the Master Agreement or this Participating Addendum, whichever shall occur first.

B. The entire agreement, and all rights and obligations between the parties, shall consist of the following documents (which shall be collectively referred to as the “New Jersey Participating Addendum”:

1. This document;

2. The State of New Jersey Software as a Solution (“SaaS”) Supplement to the State of New

Jersey’s Standard Terms and Conditions, attached hereto as Exhibit A;

3. The State of New Jersey Combined Standard Terms and Conditions, dated June 3, 2025, attached hereto as Exhibit B;

4. The Master Agreement, including its attachments and exhibits, attached hereto as Exhibit C;

a. The Solicitation; and

b. The Contractor’s response to the Solicitation;

c. Tyler EULA Documents incorporated in the Master Agreement as Attachment D

5. Future order specific documents, in the following order:

a. A Contractor supplied scope of work as applicable, approved in writing by the Authorized

Purchaser;

b. A Purchase Order issued by an Authorized Purchaser against the New Jersey

Participating Addendum.

The documents comprising the New Jersey Participating Addendum shall be read to be consistent and complimentary. In the event of any conflict between the terms of the documents comprising the New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.

Docusign Envelope ID: 85F05282-E1AD-4B90-899E-6FC81095BDFA

C. The New Jersey Participating Addendum sets forth the entire agreement between the parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

D. Terms and conditions, including but not limited to any software license or service level agreement, applicable to the New Jersey Participating Addendum are those expressly accepted by the Lead State, attached to the Master Agreement as an Exhibit or an Attachment as of the Effective Date of this New Jersey Participating Addendum, as may be superseded, amended or rejected by this New Jersey Participating Addendum.

E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing signed by both parties.

F. In the event the Lead State approves Contractor to offer new or additional Products and Services under the Master Agreement after the Effective Date of this New Jersey Participating Addendum and such Products or Services incorporate any different, inconsistent, or additional terms into the Master Agreement, including, but not limited to any software license agreement or service level agreement, such terms and conditions shall not be made part of the New Jersey Participating Addendum without a written amendment to the New Jersey Participating Addendum signed by both parties.

G. In the event that Contractor presents terms and conditions, including but not limited to software license agreement or service level agreement, in response to an order by an Authorized Purchaser, through any medium whatsoever, that have not been previously accepted by the Division as part of this New Jersey Participating Addendum, or as an amendment to this New Jersey Participating Addendum, are expressly rejected and shall not become part of the New Jersey Participating Addendum.

H. References to external documentation

1. Any external information incorporated by reference within any of the documents comprising the

New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted, but must be set forth in an exhibit to this New Jersey Participating Addendum.

2. Any changes in the information incorporated by reference by any of the documents that comprise the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference may be accepted, but must be set forth in an exhibit to this New Jersey Participating Addendum.

2.0 Scope of Services

A. The scope of Products and Services that may be purchased by Authorized Purchasers shall be those

Products and Service offerings awarded under the Master Agreement, subject to restrictions, if any, set forth below:

1. Category 1: Platform Management

2. Category 2: Master Data Management

B. Any restrictions or limitations regarding the Executive Branch use of this New Jersey Participating

Addendum will be set forth in the Method of Operation, as may be amended from time to time and posted on the State’s website.

1. The purpose of this Contract, M4027- Citizens Engagement Platform, is to enable Authorized

Purchasers to purchase a comprehensive platform solution for Citizen Engagement

Platforms. The procurement of any other products and services under this Contract is restricted based on availability. If any products or services offered by the awarded contractor(s) are available through other State contracts, they must be procured through the applicable State contract.

3.0 Definitions

A. “Authorized Purchasers” under this New Jersey Participating Addendum shall mean:

1. Any State-Level government agency, department, office, instrumentality, division, unit or other entity in the Executive Branch;

2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;

3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member;

4. School districts per N.J.S.A. 52:25-16.1;

5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-

16.2; and

6. Independent institutions of higher education per N.J.S.A. 52:25-16.5;

7. County colleges per N.J.S.A. 18A:64A-25.9;

8. State colleges per N.J.S.A. 18A:64-60; or

9. Any legal successor in interest to any entity above.

B. “Citizen Engagement Platforms” under this New Jersey Participating Addendum shall mean online platforms where citizens can access government applications and services available on the web, mobile, and screen-less devices.

4.0 Modifications to the New Jersey Standard Terms and Conditions

The following sections of the New Jersey State Standard Terms and Conditions shall be revised as follows:

1. The State of New Jersey Software as a Solution (“SaaS”) Supplement to the State of New Jersey’s Standard Terms and Conditions shall modify the State of New Jersey Standard Terms and Conditions as provided at Exhibit A of New Jersey Participating Addendum.

2. The following is hereby added to the State of New Jersey’s Standard Terms and Conditions:

At no time shall any data or processes, which either belongs to or are intended for the use of State or its officers, agents, or employees, be copied, disclosed, or retained by the Contractor or any party related to the Contractor for subsequent use in any capacity that does not include the State.

3. Section 6.1 of the State of New Jersey’s Standard Terms and Conditions, entitled "Price Fluctuation During Contract" is hereby modified to include the following as the final paragraph:

Notwithstanding anything to the contrary, the State accepts any price changes approved by the Lead State in accordance with Master Agreement Section VI.1.3.1, Pricing.

5.0 Modifications to the Terms of the Master Agreement

The following sections of the Master Agreement shall be revised as follows:

1. Notwithstanding anything to the contrary in the Master Agreement, all payments due from the State shall be made in accordance with the Prompt Payment Act (N.J.S.A. 52:32-32 et. seq.), and shall be due no sooner than 60 calendar days from the receipt of a properly executed State invoice, or 60 calendar days from the receipt of goods or services, whichever is later. Contractor shall invoice each Authorized Purchaser for the full cost of their purchases made under this New Jersey Participating Addendum.

2. To the extent the documents comprising the New Jersey Participating Addendum contain provisions requiring the State to keep certain records confidential, the Contractor acknowledges and agrees that documents comprising the New Jersey Participating Addendum are subject to the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., (“OPRA”), the New Jersey common law right to know (together with OPRA, the “Public Records Laws”), and any other lawful document request or subpoena. Section 5.23 of the State of New Jersey Standard Terms and Conditions shall control the State’s obligations with respect to any request for the Contractor’s confidential information.

3. Section X (Warranty) of Attachment A to the Master Agreement shall be in addition to and subject to Section 5.21.B from State of New Jersey Combined Standard Terms and Conditions, as attached hereto as Exhibit B.

4. Section XI.2 (Embedded Software) of Attachment A to the Master Agreement is hereby deleted in its entirety and replaced with the following language:

"XI.2 Embedded Software. Transfer of title to the Product must include an irrevocable, royalty free, and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee."

5. Section XII (Indemnification) of Attachment A to the Master Agreement is hereby deleted in its entirety and replaced with Section C.1 of the State of New Jersey Software as a Solution ("SaaS") Supplement to the State of New Jersey's Standard Terms and Conditions provided at Exhibit A of New Jersey Participating Addendum.

6. Section XIII (Limitation of Liability) of Attachment A to the Master Agreement is hereby deleted in its entirety and replaced with Section C.2 of the State of New Jersey Software as a Solution ("SaaS") Supplement to the State of New Jersey's Standard Terms and Conditions provided at Exhibit A of New Jersey Participating Addendum.

7. Section XIV (Insurance) of Attachment A to the Master Agreement is hereby deleted in its entirety and replaced with Section C.3 of the State of New Jersey Software as a Solution ("SaaS") Supplement to the State of New Jersey's Standard Terms and Conditions provided at Exhibit A of New Jersey Participating Addendum.

8. Section XV.6 (Cancellation) of Attachment A to the Master Agreement shall be deleted, except for the first sentence, and replaced with Section 5.7 from State of New Jersey Standard Terms and Conditions, as attached hereto as Exhibit B.

9. Section XV.7 (Force Majeure) of Attachment A to the Master Agreement shall be replaced with Section 5.2 of the State of New Jersey Standard Terms and Conditions, as attached hereto as Exhibit B.

10. Section XV.8 (Default and Remedies) of Attachment A to the Master Agreement shall be replaced with Section 5.21 of the State of New Jersey Standard Terms and Conditions, as attached hereto as Exhibit B.

11. Section XV.12 (Governing Law and Venue) of Attachment A to the Master Agreement shall be replaced with Section 5.13 of the State of New Jersey Standard Terms and Conditions, as attached hereto as Exhibit B.

12. To the extent a term in Master Agreement Exhibit 1 (Software-as-a-Service) conflicts with a term in the the State of New Jersey Software as a Service (“Saas”) Supplement to the State of New Jersey’s Standard Terms and Conditions, attached hereto as Exhibit A, the term in the State’s SaaS Supplement shall control.

13. To the extent a term in Master Agreement Exhibit 2 (Platform-as-a-Service) conflicts with a term in the the State of New Jersey Software as a Service (“Saas”) Supplement to the State of New Jersey’s Standard Terms and Conditions, attached hereto as Exhibit A, the term in the State’s SaaS Supplement shall control.

14. To the extent a term in Master Agreement Attachment D (End User License Agreement NASPO Commercial Terms) conflicts with a term in the New Jersey Participating Addendum, The State of New Jersey’s Standard Terms and Conditions, or the State of New Jersey Software as a Service (“Saas”) Supplement to the State of New Jersey’s Standard Terms and Conditions, attached hereto as Exhibit A, the term in the highest document according to the Order of Precedence in PA Section 1.B shall control.

6.0 Miscellaneous

A. No Waiver - No term or provision of this New Jersey Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

B. Dispute Resolution - The State and Contractor will attempt to resolve any dispute through face-to-face negotiation (in-person or virtual) with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A.

59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.

C. Arbitration or Mediation - Any provision regarding arbitration or binding mediation within the Master Agreement is deleted in its entirety.

D. Pursuant to N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master Agreement, under no circumstances will the State indemnify Contractor and any such provision in the Master Agreement shall be of no force and effect.

E. Notwithstanding anything to the contrary in the Master Agreement, the State shall not be responsible for the Contractor’s attorney fees and/or expenses.

F. Notwithstanding anything to the contrary in the Master Agreement, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.

G. Quarterly Sales Reporting And Supplier Convenience Fee

1. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under the New Jersey Participating Addendum. The Sales Report shall be submitted directly to Sovra no later than thirty (30) calendar days after the end of each calendar quarter.

The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information:

a. Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter;

b. Purchasing entity;

c. Total of Procurement Efficiency Program Fee amount due for the reporting quarter;

d. Such other information as the State may reasonably request;

e. If no sales were made against this New Jersey Participating Addendum during the reporting quarter, then a report shall be submitted showing zero sales and zero Procurement Efficiency Program Fee due; and

f. Quarterly Sales Reporting and remittance of the Procurement Efficiency Program Fee shall begin on the first calendar quarter starting after the effective date of the New Jersey Participating Addendum.

2. Procurement Efficiency Program Fee - For all purchases made under this New Jersey Participating Addendum, that have been invoiced, the Contractor shall remit the Procurement Efficiency Program Fee in the amount of one percent (1%) of all Purchases to Sovra acting on behalf of the State of New Jersey.

3. Remittance of the Procurement Efficiency Program Fee - On a quarterly basis, the Contractor shall remit the Procurement Efficiency Program Fee directly to Sovra no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Procurement Efficiency Program Fee timely and accurately may result in Contract termination as outlined in the “Termination of Contract” clause of the State of New Jersey Standard Terms and Conditions.

4. Retention and Inspection of Records and Audit - The Contractor shall keep records of all sales made to all Using Agencies in sufficient detail to enable the State to determine the Procurement Efficiency Program Fee payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Procurement Efficiency Program Fee, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and/or Periscope for the cost of the audit.

H. Delivery Guarantees

1. Deliveries shall be made in accordance with the terms of the Master Agreement.

Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.

2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from any available source.

3. The Contractor shall be responsible for the delivery of new or “like-new” products in accordance with good commercial practice. “Like-new” products will be identified as “like-new” and will be furnished at a price discounted from the price of the equivalent new product.

I. Dealers/Distributors

Contractor has the right to utilize authorized Dealers/Distributors (hereinafter Distributors) for direct order taking, processing, fulfillment or provisioning. If Contractor uses a Distributor, Contractor and the State agree to a minimum of 2 and a maximum of 15 Distributors.

The Contractor agrees to provide a list of the Distributor(s) that will service the Contract, including the name, address and contact information for each Distributor. The Contractor will be required to submit the documents set forth in Section 6 - The State of New Jersey Mandatory Certification Requirements, for each Distributor, prior to the Distributor being permitted to perform any work on the Contract.

Distributors may be removed and/or added upon ten (10) business days’ prior written notice to the State during the term of the New Jersey Participating Addendum, but under no circumstance shall the total number of Distributors exceed the aforementioned maximum. Contractor and the State reserve the right to remove an authorized Distributor at its discretion for cause, not meeting established vendor criteria under the New Jersey Participating Addendum, or where the addition, or continued use, of the entity would violate any State or federal law or regulation. If an authorized Distributor is removed for any reason, Contractor will name the alternate Distributor responsible to fulfill each pending purchase order and is responsible for any delay to the expected delivery.

J. Performance Guarantee

Notwithstanding anything to the contrary in the Master Agreement Terms and Conditions or the Master Agreement, this Section 5.0 prevails over any inspection or acceptance language contained in an Order.

The Contractor hereby certifies that:

1. The equipment offered is standard, new or “like-new” equipment, with available parts regularly used for the type of equipment offered; that such parts are all in production; and that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. In the event that a warranty claim occurs during the warranty period as set forth in the Master Agreement, warranty hardware replacement may consist of “like-new” parts.

2. All equipment supplied under the Agreement and operated by electrical current is UL listed where applicable.

3. Contractor warrants that all goods purchased by the State shall be fully operational for the period stated in the Master Agreement from time of acceptance by the State. Authorized

Purchaser has sixty (60) days after Product delivery to inspect the Product for external damage and for any concealed damage (“Acceptance Period”). If external or concealed damage is revealed during the Acceptance Period, then Authorized Purchaser shall notify Contractor. At Contractor’s option, Contractor shall 1) repair such damage, 2) ship a replacement, or 3) refund the purchase price (upon return of the Product). Delivery of goods shall be evidenced by a signed delivery receipt. The Contractor and/or Fulfillment Partner shall render prompt warranty service without charge, regardless of geographic location.

4. Sufficient quantities of parts necessary for proper service to equipment will be maintained at distribution points and service headquarters.

5. Trained and/or Contractor-certified technicians and/or engineers are regularly employed to make necessary repairs to equipment within the time accepted as industry practice.

6. During the warranty period, at Contractor’s sole option, the Contractor shall promptly repair, replace or provide a refund of the purchase price of any product, which is rejected for failure to meet and conform with the Contractor’s product specifications. This warranty does not apply to misuse, modification, damages caused by force majeure, as defined in the Master Agreement, or the State’s or other Authorized Purchaser’s failure to follow operation instructions of Contractor.

7. Contractor warrants that during the warranty period, software shall perform substantially in accordance with specifications, from the time of acceptance.

8. Contractor represents and warrants that, at the time of delivery and installation of the software provided pursuant to the Agreement, its product shall be free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required.

9. All services rendered under the Agreement shall be performed in strict and full accordance with requirements agreed upon at time of Order. The Order shall not be considered complete until final approval by the State is rendered. In the event of non-conformance of services, Master Agreement Section IX.4 shall apply.

K. Audits

To the extent the Master Agreement permits Contractor to conduct periodic audits of the State’s usage of the software provided thereunder, such provision is amended to include the following audit notice and dispute resolution process:

1. AUDIT NOTICE – Notwithstanding anything to the contrary in the Master Agreement, or other contract document, in the event that the Contractor seeks to exercise a right to audit the State’s use of software, Contractor shall deliver simultaneous written notice, no less than thirty (30) days in advance of the audit start date (unless the Contractor’s notice provides a longer notice period), to:

a. the Director of the New Jersey Department of Treasury, Division of Purchase and

Property:

c/o Procurement Bureau, Technology Unit P.O. Box 230 Trenton, New Jersey 08625-0230

b. the Chief Technology Officer of the New Jersey Office of Information Technology:

Office of the Chief Technology Officer 300 Riverview Plaza Trenton, New Jersey 08625

c. and the State Contract Manager.

The notice shall reference the specific audit provision(s) being exercised in the Master Agreement or Contractor’s documents, whichever resides higher in the above-established Order of Precedence in New Jersey Participating Addendum Section 1.0, and include copies of same, specify the means by which the Contractor will conduct the audit, and shall require the audit to be conducted in accordance with generally accepted standards in the field of such audits.

2. AUDIT DISPUTE RESOLUTION -- If the State, in good faith, provides Contractor with written notice of an alleged error in the amount of underpaid fees due Contractor as a result of an audit (the "dispute"), then the parties will endeavor to resolve the dispute in accordance with this paragraph. Each party will appoint a Vice President, Assistant Director, or the equivalent (hereinafter referred to as “Representative”) to discuss the dispute and no formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such Representative concludes, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely. In addition, the parties shall refrain from exercising any termination right related to the dispute being considered under this paragraph and shall continue to perform their respective obligations under the New Jersey Participating Addendum while they endeavor to resolve the dispute under this paragraph. All meetings and discussions between Representatives will be deemed confidential settlement discussions under Rule 408 of the New Jersey Rules of Evidence.

3. STATE NOT LIABLE FOR AUDIT COSTS -- Notwithstanding anything to the contrary in the Master Agreement, the State will not reimburse Contractor for any costs related to an audit.

4. NO AUDIT RIGHT CREATED -- In the event that the Master Agreement does not permit audits of the State’s usage of software, this provision shall not be interpreted to provide such an audit right.

L. NJSTART Marketplace Catalog Enablement - Contractor shall cooperate with State and/or Periscope as requested to upload catalog items and pricing consistent with this New Jersey Participating Addendum. Contractor shall upload catalog within (thirty) 30 calendar days of the date of execution of this New Jersey Participating Addendum. Failure to cooperate will result in the Contractor’s good and/or services not being represented in the NJSTART Marketplace. The Contractor shall ensure that the catalog complies with the scope, and terms and conditions of this New Jersey Participating Addendum. Any identified deviation from the New Jersey Participating Addendum must be corrected immediately. Any catalog that does not comply with the scope and terms and conditions of this New Jersey Participating Addendum can lead to a breach of contract and will be escalated to the Division of Purchase and Property’s Contract Compliance and Audit Unit for review and possible action.

M. Contract Transition Prior to the termination of this contract, in the event that a new contract is awarded, Contractor hereby acknowledges that any disruption in services being provided under this New Jersey Participating Addendum may have a detrimental impact on the State. Accordingly, the Contractor shall assist with the transition of the services, including the return or exchange of data provided under this Contract, to a new contractor so as to avoid a disruption in goods/services to the State.The State contract manager shall provide written notice to the Contractor of what is required for a smooth transition.

7.0 The State of New Jersey Mandatory Certification Requirements

The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.

A. Ownership Disclosure (N.J.S.A. 52:25-24.2);

B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.);

C. Disclosure of Investigations and Actions Involving Bidder Form;

D. MacBride Principles (N.J.S.A. 52:34-12.2);

E. Source Disclosure Certification (N.J.S.A. 52:34-13.2);

F. Completed Contractor Certification and Disclosure of Political Contributions (N.J.S.A. 19:44A-

20:13 et. seq.);

G. Vendor Certification (P.L. 2005, c.271);

H. New Jersey Business Registration (N.J.S.A. 52:32-44);

I. Proof of insurance as specified herein;

J. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et.

seq.):

• New Jersey Form AA-302 Affirmative Action Employee Information Report; or

• New Jersey Affirmative Action Certificate; or

• Federal Affirmative Action Approval Letter.

K. Certification of Non-Involvement in Prohibited Activities in Russia or Belarus L. State Of New Jersey Security Due Diligence Third-Party Information Security Questionnaire

a. Given the Contractor is presently engaged with the State via existing contracts, Tyler Tech is exempt from submitting a new Security Questionnaire at this time, as the Office

Docusign Envelope ID: 85F05282-E1AD-4B90-899E-6FC81095BDFA https://www.state.nj.us/treasury/purchase/forms/OwnershipDisclosure.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestmentActivitiesinIran.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestigations.pdf https://www.state.nj.us/treasury/purchase/forms/MacBridePrinciples.pdf https://www.state.nj.us/treasury/purchase/forms/SourceDisclosureCertification.pdf https://www.state.nj.us/treasury/purchase/forms.shtml https://www.state.nj.us/treasury/purchase/forms/CertandDisc2706.pdf https://www.state.nj.us/treasury/contract_compliance/index.shtml https://www.state.nj.us/treasury/administration/pdf/DisclosureofProhibitedActivitesinRussiaBelarus.pdf of Homeland Security and Preparedness (OHSP) possesses records of recent versions previously provided by the Contractor.

b. The State retains the right to request the submission of a new Security Questionnaire should any significant changes or events transpire, including but not limited to a security breaches or renewals.

9.0 Primary Contacts:

Any notice between the parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing, and shall be sent both via regular certified mail return receipt requested and via email to the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:

State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Jamison Sulzer Title Procurement Specialist Address 33 West State Street, 8th Floor, PO Box 230

Trenton, New Jersey 08625-0230 Telephone (609) 292-1712 Cell (609) 649-7579 Email Jamison.Sulzer@treas.nj.gov

State of New Jersey- Office of Information Technology – State Contract Manager (SCM) Name Barbara Aspeling Title Administrative Analyst 4 – Information Systems Address 300 Riverview Plaza

Trenton, NJ 08625 Telephone (609) 376-7007 Email barbara.aspeling@tech.nj.gov

Tyler Technologies, Inc.

Name Michael LeBlanc Title Tyler Technologies, Inc.

Address 1 North Johnston Ave

Hamilton, NJ 08608 Telephone 609-422-5957 Email michael.leblanc@tylertech.com mailto:Jamison.Sulzer@treas.nj.gov

IN WITNESS WHEREOF, The Contractor and the State have caused this New Jersey Participating Addendum to be executed by their authorized representatives and agree that this New Jersey Participating Addendum may be executed in counterparts, each original signed page to become part of the original document.

Tyler Technologies Inc.

Signature Date

Print Name and Title

The State of New Jersey Department of the Treasury - Division of Purchase and Property

Amy F. Davis, Acting Director Date

Approved as to Form Matthew J. Platkin, Attorney General State of New Jersey – Department of Law and Public Safety

Signature Date

Print Name and Title Allyson V. Cofran, Deputy Attorney General

Allyson V. Cofran 07/21/2025

July 18, 2025

Hannah May, General Counsel, State & Federal Group

August 19, 2025

EXHIBITS

EXHIBIT A – The State of New Jersey Software as a Solution (“SaaS”) Supplement to the State of New Jersey’s Standard Terms and Conditions

EXHIBIT B - The State of New Jersey Combined Standard Terms and Conditions

EXHIBIT C - The Master Agreement, including its attachments and exhibits

EXHIBIT D - The Solicitation; RFP - Citizen Engagement Platform (KM21-47) (FINAL).pdf | Powered by Box

EXHIBIT E - The Contractor’s response to the Solicitation, 1708691102_Product Catalog - March 2025.xlsx (live.com)

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EXHIBIT A

The State of New Jersey Software as a Solution

(“SaaS”) Supplement to the State of New Jersey’s Standard Terms and Conditions

Software as a Service (“SaaS”) Supplement to the State of New Jersey’s Standard

Terms and Conditions

Rev: 06/1/2021 Page 1 of 6

A. SOFTWARE AS A SERVICE (“SaaS”) SUPPLEMENT TO THE STATE OF NEW JERSEY’S STANDARD TERMS AND CONDITIONS - This Supplement to the State of New Jersey’s Standard Terms and Conditions (“SaaS Supplement”) shall apply to all State purchases of Software as a Service (“SaaS”) products. For the avoidance of doubt, this SaaS Supplement shall not apply to State purchases of Contractor’s on premise Software. The combined terms of the State of New Jersey’s Standard Terms and Conditions and this SaaS Supplement shall prevail over any conflicts set forth in or incorporated by reference into a Contractor’s Standard Form Agreement, license, service or other agreement (“SFA”). In the event of a conflict between the terms of the SaaS Supplement and the State of New Jersey’s Standard Terms and Conditions, this SaaS Supplement shall prevail.

B. DEFINITIONS – All capitalized terms used in this SaaS Supplement shall have the same meaning as stated in the State of New

Jersey’s Standard Terms and Conditions. In addition, the following definitions shall apply:

a. As defined by N.J.S.A. 56:8-161, the term “Breach of Security” means unauthorized access to electronic files, media, or data containing Personal Data that compromises the security, confidentiality, or integrity of Personal Data when access to the Personal Data has not been secured by encryption or by any other method or technology that renders the Personal Data unreadable or unusable. Good faith acquisition of Personal Data by an employee or agent of the Contractor for a legitimate business purpose is not a Breach of Security, provided that the Personal Data is not used for a purposes unrelated to the business or subject to further unauthorized disclosure.

b. The term “End User” means the user of the Contractor’s solution.

c. The term “Mobile Device” means any device used by Contractor that can move or transmit data, including but not limited to laptops, hard drives, and flash drives.

d. The term “Non-Public Data” means data, other than Personal Data, that is not subject to distribution to the public as public information. Non-Public Data is data that is identified by the State as non-public information or otherwise deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

e. The term “Personal Data” means:

i. “Personal Information” as defined in N.J.S.A. 56:8-161, means an individual’s first name or first initial and last name linked with any one or more of the following data elements: (1) Social Security number, (2) driver’s license number or State identification card number or (3) account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account. Dissociated data that, if linked would constitute Personal Information is Personal Information if the means to link the dissociated were accessed in connection with access to the dissociated data. Personal Information shall not include publicly available information that is lawfully made available to the general public from federal, state or local government records, or widely distributed media.

ii. data, either alone or in combination with other data, that includes information relating to an individual that identifies the person or entity by name, identifying number, mark or description that can be readily associated with a particular individual and which is not a public record, including but not limited to, Personally Identifiable Information (PII);

government-issued identification numbers (e.g., Social Security, driver’s license, passport); Protected Health Information (PHI) as that term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 and defined below;

and Education Records, as that term is defined in the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g.

f. The term “Personally Identifiable Information” or “PII,” as defined by the U.S. Department of Commerce, National Institute of Standards and Technology, means any information about an individual maintained by an agency, including (1) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information,

g. The term “Protected Health Information” or “PHI,” has the same meaning as the term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 means Individually Identifiable Health Information (as defined below) transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. The term “Individually Identifiable Health Information” has the same meaning as the term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 and means information that is a subset of Protected Health Information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse;

and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

h. The term “Recovery Time Objective” or “RTO,” means the maximum tolerable length of time that the Contractor’s solution may be unavailable after a failure or disaster occurs.

i. The term “Security Incident” means the potential access by non-authorized person(s) to Personal Data or Non-Public Data that the Contractor believes could reasonably result in the use, disclosure, or access or theft of State’s unencrypted Personal Data or Non-Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Breach of Security.

Rev: 06/1/2021 Page 2 of 6

j. The term “Service Level Agreement” or “SLA,” means the document that is part of the Contractor’s SFA that typically includes (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice requirements, (5) how disputes are discovered and addressed, and (6) any remedies for performance failures.

k. The term “State Data” means all data and metadata created or in any way originating with the State, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the State, whether such data or output is stored on the State’s hardware, the Contractor’s hardware or exists in any system owned, maintained or otherwise controlled by the State or by the Contractor. State Data includes Personal Data and Non-Public Data.

C. REVISIONS TO THE STATE OF NEW JERSEY’S STANDARD AGREEMENT

1. INDEMNIFICATION – Section 4.1 of the State of New Jersey’s Standard Terms and Conditions is deleted in its entirety and replaced with the following;

4.1 INDEMNIFICATION

A. CONTRACTOR RESPONSIBILITIES - The Contractor’s liability to the State and its employees in third party suits shall be as follows:

1. The Contractor shall indemnify, defend, and save harmless the State and its officers, agents, servants and employees, from and against any and all third party claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith:

i. For or on account of the loss of life, tangible property (not including lost or damaged data) or injury or damage to the person, body or property (not including lost or damaged data) of any person or persons whatsoever, which shall arise from or result directly or indirectly from the work and/or products supplied under the contract or the order; and

ii. For or on account of the use of any patent, copyright, trademark, trade secret or other proprietary right of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance (“Intellectual Property Rights”) furnished or used in the performance of the contract; and

iii. For or on account of a Breach of Security resulting from Contractor’s breach of its obligation to encrypt Personal Data or otherwise prevent its release or misuse; and

iv. The Contractor’s indemnification and liability under Section 4.1(A)(1) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of the State of New Jersey’s Standard Terms and Conditions.

2. In the event of a claim or suit involving third-party Intellectual Property Rights, the Contractor, at its option, may: (a) procure for the State the legal right to continue the use of the product; (b) replace or modify the product to provide a non-infringing product that is the functional equivalent; or in the event that Contractor cannot do (a) or (b), (c) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.

3. In the event of a claim or suit involving third-party Intellectual Property Rights, the State will (a) promptly notify Contractor in writing of the claim or suit; and (b) Contractor shall have control of the defense and settlement of any claim that is subject to Section 4.1(A)(1); provided, however, that the State must approve any settlement of the alleged claim, which approval shall not be unreasonably withheld. The State may observe the proceedings relating to the alleged claim and confer with the Contractor at its expense. Furthermore, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the State of New Jersey or any Authorized Purchaser, nor purport to act as legal representative of the State of New Jersey or any Authorized Purchaser, without having provided notice to the Director of the Division of Law in the Department of Law and Public Safety and to the Director of DPP. The State of New Jersey may, at its election and expense, assume its own defense and settlement.

4. Notwithstanding the foregoing, Contractor has no obligation or liability for any claim or suit concerning third-party Intellectual Property Rights arising from: (1) the State’s unauthorized combination, operation, or use of a product supplied under this contract with any product, device, or software not supplied by Contractor; (2) the State’s unauthorized alteration or modification of any product supplied under this contract; (3) the Contractor’s compliance with the State’s designs, specifications, requests, or instructions, provided that if the State provides Contractor with such designs, specifications, requests, or instructions, Contractor reviews same and advises that such designs, specifications, requests or instructions present potential issues of patent or copyright infringement and the State nonetheless directs the Contractor to proceed with one or more designs, specifications, requests or instructions that present potential issues of patent or copyright infringement; or (4) the State’s failure to promptly implement a required update, use a new version of the product, or to make a change or modification to the product if requested in writing by Contractor.

5. Contractor will be relieved of its responsibilities under Subsection 4.1(A)(1)(i), (ii), and (iii) for any claims made by an unaffiliated third party that arise solely from the actions or omissions of the State, its officers, employees or agents.

6. This section states the entire obligation of Contractor and the exclusive remedy of the State, in respect of any infringement or alleged infringement of any Intellectual Property Rights. This indemnity obligation and remedy are given to the State solely for its benefit and in lieu of, and Contractor disclaims, all warranties, conditions and other terms of non-infringement or title with respect to any product.

7. The provisions of this indemnification clause shall in no way limit the Contractor's obligations assumed in the contract, nor shall they be construed to relieve the Contractor from any liability, nor preclude the State from taking any other actions

Rev: 06/1/2021 Page 3 of 6 available to it under any other provisions of the contract or otherwise at law or equity, except as otherwise provided in Section 4.1 A. 5.

8. The Contractor agrees that any approval by the State or Authorized Purchaser of the work performed and/or reports, plans or specifications provided by the Contractor shall not operate to limit the obligations of the Contractor assumed in the contract.

9. The State of New Jersey will not indemnify, defend or hold harmless the Contractor.