HomeMy WebLinkAboutR-2020-049 City Authorizing Expenditure of Funds for Services to be Provided by Tyler Technologies, Inc. for FY Ending 9-30-2020 and not to Exceed City's Annual Vendor Threshold in Amt of $25,000.00 RESOLUTION 2020-049
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE EXPENDITURE OF FUNDS FOR
SERVICES TO BE PROVIDED BY TYLER TECHNOLOGIES, INC. FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2020 AND TO EXCEED THE
CITY'S ANNUAL VENDOR THRESHOLD TOTAL AMOUNT OF TWENTY-
FIVE THOUSAND DOLLARS ($25,000.00); AUTHORIZING SUCH
PURCHASES THAT ARE MADE WITHIN THE RESPECTIVE
DEPARTMENTS' APPROVED ANNUAL BUDGET APPROPRIATIONS;
PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection 0), authorizes the City Manager to purchase supplies, services, equipment and
materials for the City government in amounts in excess of the established monetary threshold
without competitive bidding and without advertisement for bids if authorized to do so in advance
by a resolution adopted by the City Commission, if such purchases are made pursuant to a
competitive bid obtained within the last eighteen (18) months by other governmental agencies
such as the federal government, State of Florida or the Florida county or municipality; and
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10,
"Monetary thresholds for certain purchases and payment disbursement authorizations",
Subsection(a), sets the monetary threshold at $25,000.00 for a vendor each fiscal year; and
WHEREAS, Tyler Technologies, Inc. is the provider of"New World Systems", the City's
centralized enterprise resource planning (ERP) software system; and
WHEREAS, the current agreement with Tyler Technologies expiring September 30, 2020
requires the City to host the system on site, on its own hardware, requiring a significant amount of
time and effort, while providing no disaster recovery options; and
WHEREAS, Tyler Technologies provides a Software as a Service (SaaS) model, hosting
the system from Michigan, with a backup in Texas, relieving the City of the administrative burden
of supporting its own system, while providing a disaster recovery solution; and
WHEREAS, the initial term of the Agreement is three (3) years from the first day of the
first month following the effective date and may be renewed for additional one (1) year terms by
mutual written consent of the parties; and
WHEREAS, the SaaS model will exceed the annual Twenty Five Thousand Dollars
($25,000.00) City purchase threshold for a single vendor and, therefore, requiring City
Commission approval;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the above "Whereas" clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
Section 2. That the City Commission authorizes the City Manager to execute an
agreement and other required documents for the procurement of hosted software (Software as a
Service) from Tyler Technologies, Inc. for a three (3) year initial period.
Section 3. That all purchases made from Tyler Technologies, Inc. shall be subject to
approved annual budget appropriations and in accordance with the City's procurement policies,
and are authorized to exceed the annual amount of Twenty-Five Thousand Dollars ($25,000.00)
purchase threshold for a single vendor.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 5. That this Resolution shall become effective upon its passage and adoption.
PASSED and ADOPTED on May 26, 2020.
ATTEST:
THOMAS SCHNEIDER, CMC LORI rEWELLEN
CITY CLERK MAYOR
�elIs
APPROVED AS FO AND CORRECTNESS:
r.
THOMAS J. A BR
CITY ATTORN Y
2 RESOLUTION#2020-049
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. ("Tyler")and the City of
Dania Beach, Florida ("Client").
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement,Tyler and Client agree as follows:
SECTION A—DEFINITIONS
• "Agreement" means this Software as a Services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• "Client" means the City of Dania Beach, Florida.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you,or their functional equivalent. Future
functionality may be updated, modified,or otherwise enhanced through our maintenance and
support services,and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary.
• "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 we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• "Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including,without
limitation,governmental action,war, riot or civil commotion,fire, natural disaster,or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposals for the products and services
attached as Exhibit A.
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
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• "SaaS Services" means software as a service consisting of system administration,system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware,support
outside of our normal business hours,or training, consulting or other professional services.
• "SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• `Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
• 'Third Party Products" means the Third Party Software and Third Party Hardware.
• 'Third Party Services" means the third party services, if any, identified in the Investment
Summary.
• 'Third Party Software" means the third party software, if any, identified in the Investment
Summary.
• `Third Party Terms" means, if any,the end user license agreement(s)or similar terms for the
Third Party Software,as applicable and attached as Exhibit D.
• `Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• 'Tyler Software"means our proprietary software, including any integrations,custom
modifications,or other related interfaces identified in the Investment Summary and licensed by
us to you through this Agreement.
• "we","us","our"and similar terms mean Tyler.
• "you"and similar terms mean Client.
SECTION B—SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C(9). The foregoing notwithstanding,to the extent we have sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary,for which you are
receiving SaaS Services,your rights to use such Tyler Software are perpetual,subject to the terms
and conditions of this Agreement including,without limitation,Section B(4). We will make any such
software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly or meaningfully exceed the Defined Users
or Data Storage Capacity,we reserve the right to charge you additional fees commensurate with the
overage(s).
3. Ownership.
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3.1 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement,we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions.You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of,disassemble, reverse compile,or reverse engineer any part of
the SaaS Services; (c)access or use the SaaS Services in order to build or support, or assist a third
party in building or supporting, products or services competitive to us;or(d) license,sell, rent, lease,
transfer,assign, distribute,display, host,outsource,disclose, permit timesharing or service bureau
use,or otherwise commercially exploit or make the SaaS Services,Tyler Software,or Documentation
available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted,we will use all
reasonable efforts, consistent with industry standards,to cure the Defect in accordance with the
maintenance and support process set forth in Section C(9), below,the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent,for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non-Disclosure Agreement("NDA"),we will
provide you with a summary of our compliance report(s)or its equivalent. Every year
thereafter,for so long as the NDA is in effect and in which you make a written request,we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access,electrical power,and
the required hardware to provide access to the Tyler Software in the event of a disaster or
component failure. In the event any of your Data has been lost or damaged due to an act or
omission of Tyler or its subcontractors or due to a defect in Tyler's software,we will use best
commercial efforts to restore all the Data on servers in accordance with the architectural
design's capabilities and with the goal of minimizing any Data loss as greatly as possible. In no
case shall the recovery point objective("RPO")exceed a maximum of twenty-four(24) hours
from declaration of disaster. For purposes of this subsection, RPO represents the maximum
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tolerable period during which your Data may be lost, measured in relation to a disaster we
declare,said declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster,our Recovery Time Objective("RTO") is twenty-four(24)
hours. For purposes of this subsection, RTO represents the amount of time,after we declare a
disaster,within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network or web application to
be performed. We will maintain industry standard intrusion detection and prevention systems
to monitor malicious activity in the network and to log and block any such activity. We will
provide you with a written or electronic record of the actions taken by us in the event that any
unauthorized access to your database(s)is detected as a result of our security protocols. We
will undertake an additional security audit,on terms and timing to be mutually agreed to by the
parties,at your written request. You may not attempt to bypass or subvert security restrictions
in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to
access files, passwords or other confidential information,and unauthorized vulnerability and
penetration test scanning of our network and systems (hosted or otherwise)is prohibited
without the prior written approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test,we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request,we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.7 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 Tyler data centers are accessible only by authorized personnel with a unique key entry.All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.10 Where applicable with respect to our applications that take or process card payment data,we
are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing,and transmitting of the cardholder data and affirm that,as of the
Effective Date,we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS. We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance,which can be found at https://www.tylertech.com/about-
us/compliance,and in the event of any change in our status,will comply with applicable notice
requirements.
SECTION C—PROFESSIONAL SERVICES
1. Professional Services.We will provide you the various implementation-related services itemized in
the Investment Summary and described in our industry standard implementation plan. We will
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finalize that documentation with you upon execution of this Agreement.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains the scope of services and related costs
(including programming or interface estimates) required for the project based on our understanding
of the specifications you supplied. If additional work is required,or if you use or request additional
services,we will provide you with an addendum or change order, as applicable, outlining the costs
for the additional work. The price quotes in the addendum or change order will be valid for thirty
(30)days from the date of the quote.
4. Cancellation. If travel is required,we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two(2)weeks in advance of
commitments. Therefore, if you cancel services less than two (2)weeks in advance(other than for
Force Majeure or breach by us),you will be liable for all (a) non-refundable expenses incurred by us
on your behalf, and (b)daily fees associated with cancelled professional services if we are unable to
reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you
cancel within two (2)weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional,workmanlike manner,consistent
with industry standards. In the event we provide services that do not conform to this warranty,we
will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us,you agree to provide us with full and free access to
your personnel,facilities, and equipment as may be reasonably necessary for us to provide
implementation services,subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date,and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve(12)years, all of our employees have undergone
criminal background checks prior to hire.All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance(either through action
or omission).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy,then in addition to the terms set forth in the SLA and the Support Call Process,
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we will:
9.1 perform our 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);
9.2 provide telephone support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all major and minor releases to the Tyler Software(including updates and
enhancements)that we make generally available without additional charge to customers who
have a maintenance and support agreement in effect;and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
our then-current release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently,we use a third-party
secure unattended connectivity tool called Bomgar,as well as GotoAssist by Citrix. Therefore,you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution,subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely,we may be required to provide onsite services. In such event,we will
be responsible for our travel expenses,unless it is determined that the reason onsite support was
required was a reason outside our control. Either way,you agree to provide us 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
us to provide the maintenance and support services,all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt,SaaS Fees do not include the following services: (a)onsite support(unless
Tyler cannot remotely correct a Defect in the Tyler Software,as set forth above); (b)application design;
(c)other consulting services;or(d)support outside our normal business hours as listed in our then-
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one(1)weeks'advance notice.
SECTION D—THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell,deliver,and install onsite the Third Party Hardware,if you have
purchased any,for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services,you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
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3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full,you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However,we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services,those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E-INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy,subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement,you will provide us with written notice within thirty(30)days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice,or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s)actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15)days of notice of our intent to do so.
SECTION F—TERM AND TERMINATION
1. Term. The initial term of this Agreement is three (3)years from the first day of the first month
following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the
initial term,this Agreement may be renewed for additional one (1)year terms by mutual written
consent of the parties. The foregoing notwithstanding,the Client's payment of a SaaS renewal
invoice issued by Tyler shall be deemed to be Client's consent to renew. Your right to access or use
the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products,and services
you have received, or we have incurred or delivered, prior to the effective date of termination.
Disputed fees and expenses in all terminations other than your termination for cause must have
been submitted as invoice disputes in accordance with Section E(2).
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2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees,we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don't cure such failure to pay within forty-five(45)days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement,you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
in the event we do 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 H(3).
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five(45)days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services,you may unilaterally terminate this Agreement upon thirty
(30)days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
2.5 For Convenience. You may terminate this Agreement for convenience upon thirty(30) days'
written notice to us.
2.6 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during
the initial term for any reason other than cause, Force Majeure,or lack of appropriations,or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees,you shall
pay us the following early termination fees:
a. if you terminate during the first year of the initial term, 100%of the SaaS Fees through
the date of termination plus 15%of the SaaS Fees then due for the remainder of the
initial term;
b. if you terminate during the second year of the initial term, 100%of the SaaS Fees
through the date of termination plus 10%of the SaaS Fees then due for the remainder
of the initial term;and
c. if you terminate after the second year of the initial term, 100%of the SaaS Fees through
the date of termination plus 5%of the SaaS Fees then due for the remainder of the
initial term.
3. Delivery of Data. In the event of termination or nonrenewal of this Agreement,Tyler shall, upon
Client request, provide to Client a copy of the Client database then residing in Tyler's hosted
environment. The Client may request additional transition services within thirty(30)days of the
notice of termination or nonrenewal. The scope of such transition services will be mutually
determined by the parties. Transition services will be provided on a time and materials basis at
Tyler's then-current rates.
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SECTION G—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you 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 we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance,cooperation,and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1)will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software,we may, at our expense and without obligation to do so,either: (a) procure for
you 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 you will stop running the allegedly infringing Tyler Software
immediately. Alternatively,we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your 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 we consent),we will,at our 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 your exclusive remedy for third party copyright, patent,or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents,officials,and employees from and
against any and all third-party claims, losses, liabilities,damages,costs, and expenses(including
reasonable attorney's fees and costs)for(a) personal injury or property damage to the extent
caused by our negligence or willful misconduct;or(b) our violation of PCI-DSS requirements or a
law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance,cooperation,and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law,you will indemnify and hold harmless us and our
agents,officials, and employees from and against any and all third-party claims, losses,
liabilities,damages,costs,and expenses (including reasonable attorney's fees and costs)for
personal injury or property damage to the extent caused by your gross negligence or willful
misconduct;or(b)your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance,cooperation, and
information in defending the claim at your expense. Tyler understands and agrees that as a
Florida municipality,the Client is entitled to the protection of the sovereign immunity statutes
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(see F.S. 768.28)and law of the State of Florida.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS,WHETHER EXPRESS,IMPLIED,OR STATUTORY,INCLUDING, BUT
NOT LIMITED TO,ANY IMPLIED WARRANTIES, DUTIES,OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT,WHETHER BASED ON A THEORY
OF CONTRACT OR TORT,INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES,NOT TO EXCEED(A) DURING THE INITIAL TERM,AS SET FORTH
IN SECTION F(1),TOTAL FEES PAID AS OF THE TIME OF THE CLAIM;OR(B) DURING ANY RENEWAL
TERM,THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND G(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL,INCIDENTAL,PUNITIVE, INDIRECT,OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement,we agree to maintain
the following levels of insurance: (a)Commercial General Liability of at least$1,000,000; (b)
Automobile Liability of at least$1,000,000; (c) Professional Liability of at least$1,000,000; (d)
Workers Compensation complying with applicable statutory requirements;and (e) Excess/Umbrella
Liability of at least$5,000,000. We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies,which will automatically add you as an additional insured
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of
insurance naming you as an additional insured as set forth herein following the Effective Date.
SECTION H—GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve(12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary,or those twelve(12)
months have expired,you may purchase additional products and services at our then-current list
price,also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve(12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty(30)days of becoming
aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes,
including, if requested by either party,appointing a senior representative to meet and engage in
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good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty(30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
we fail to resolve the dispute,then the parties shall participate in non-binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation,then either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this
section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution
procedures.
In the event that a dispute, if any,arises between the Client and Tyler relating to this Agreement,
both parties agree to continue to meet their respective obligations under this Agreement during the
dispute unless the nature of the dispute dictates otherwise.
For any legal action arising out of or pertaining to this Agreement,venue shall be the Circuit Court
for the Seventeenth Judicial Circuit in and for Broward County, Florida,or the federal District Court
in the Southern District of the United States. Each party shall bear its own attorneys'fees and costs
in the event of any such litigation.
4. Taxes. The fees in the Investment Summary do not include any taxes, including,without limitation,
sales, use, or excise tax. If you are a tax-exempt entity,you agree to provide us with a tax-exempt
certificate. Otherwise,we will pay all applicable taxes to the proper authorities and you will
reimburse us for such taxes. If you have a valid direct-pay permit,you agree to provide us with a
copy. For clarity,we are responsible for paying our income taxes, both federal and state, as
applicable,arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment,tenure,and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race,color, religion, national origin, age,sex,sexual orientation,ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status,or political affiliation. We will post,where appropriate,all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verifv. We have complied,and will comply,with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on,and shall be for the benefit of,
either your or our successor(s)or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however,your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition,or
purchase of substantially all of our assets.
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9. Force Maieure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however,that within ten (10) business days of the Force Majeure event,the
party whose performance is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement,and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement;Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof,and supersedes any prior agreements, understandings,
and representations,whether written, oral,expressed, implied, or statutory. Purchase orders
submitted by you, if any,are for your internal administrative purposes only,and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable,the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party,such non-enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non-enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement,such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b)upon receipt by sender of a certified mail,
return receipt signed by an employee or agent of the receiving party; (c)upon receipt by sender of
proof of email delivery;or(d) if not actually received,five(5)days after deposit with the United
States Postal Service authorized mail center with proper postage(certified mail, return receipt
requested)affixed and addressed to the other party at the address set forth on the signature page
hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a
change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations,and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
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confidential and includes,without limitation, personal identifying information (e.g.,social security
numbers)and trade secrets,each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain,either at the time of disclosure or afterwards,except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party;or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however,that in the
event you receive an open records or other similar applicable request,you will give us
prompt notice and otherwise perform the functions required by applicable law.
The foregoing notwithstanding,the parties agree that documents, records and other information
disclosed pursuant to this Agreement are subject to statutory and decisional case law of the State of
Florida regarding confidentiality,disclosure and exemptions thereto.
18. Business License. In the event a local business license is required for us to perform services
hereunder,you will promptly notify us and provide us with the necessary paperwork or contact
information so that we may timely obtain such license.
19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile,without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals,any of which will be independently treated as an original document. Any electronic,faxed,
scanned, photocopied,or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
21. Cooperative Procurement. To the maximum extent permitted by applicable law,we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing,to the scope and circumstances of that cooperative procurement.
22. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1:Support Call Process
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IN WITNESS WHEREOF, a duly authorized representative of each party has executed this
Agreement as of the dates)set forth below.
Tyler Technologies, Inc. City of Dania Beach, FL
By: By:
Name: Name: ANA M. GARCIA, ICMA-CM
Title: Title: CITY MANAGER
Date: Date:
ATTEST:
THOMAS SCHNEIDER,CIVIC LORI LEWELLEN
CITY CLERK MAYOR
APPROVED FOR FORM
AND CORRECTNESS:
THOMAS J.ANSBRO
CITY ATTORNEY
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Dania Beach
One Tyler Drive 100 West Dania Beach Boulevard
Yarmouth, ME 04096 Dania Beach, FL 33004
Attention:Chief Legal Officer Attention: Finance Director
Copy to:
City Attorney
c/o Danial Beach City Hall
100 West Dania Beach Blvd.
Dania Beach, FL 33004
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Exhibit A
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Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
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Exhibit B
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1)of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term,your annual
SaaS fees will be at our then-current rates.
2. Other Tyler Software and Services.
2.1 VPN Device:The fee for the VPN device will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services(including training): Implementation and
other professional services (including training)are billed and invoiced as delivered,at the
rates set forth in the Investment Summary.
2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services,they will be invoiced 50%upon your acceptance of
the Best Practice Recommendations, by module,and 50%upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate,then we will bill you the actual services
delivered on a time and materials basis.
2.4 Conversions: 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,we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50%upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty(30)days of delivery;otherwise,the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
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Exhibit B
2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered,at the rates
set forth in the Investment Summary. For the avoidance of doubt,where"Project Planning
Services"are provided, payment will be due upon delivery of the Implementation Planning
document.
3. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance:The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware:Third Party Hardware costs, if any,are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, if any,are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
4. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10%travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be
provided upon request;we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
5. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a credit
for the maintenance and support fees prepaid for the Tyler Software for the time period
commencing on the first day of the SaaS Term.
Payment. Payment for undisputed invoices is due within forty-five(45)days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Beneficiary: Tyler Technologies, Inc.—Operating
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Exhibit B
Schedule 1
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations&Tickets
The Travel Management Company(TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time,assuming that flight does not add
more than three hours to the employee's total trip duration and the fare is within $100(each way)
of the lowest logical fare. If a net savings of$200 or more(each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee's total trip duration,the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two(2)weeks in advance of commitments. A seven (7)day advance booking requirement is
mandatory. When booking less than seven (7)days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six(6)or more
consecutive hours in length,only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for"Basic Economy Fares" because these fares are non-refundable and have
many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five(5)days=one(1)checked bag
• Six(6)or more days=two(2)checked bags
Baggage fees for sports equipment are not reimbursable.
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Exhibit B
Schedule 1
2. Ground Transportation
A. Private Automobile
Mileage Allowance—Business use of an employee's private automobile will be reimbursed at the
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a "mid-size" or"intermediate" car. "Full"size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals;except for employees traveling to Alaska and internationally(excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip(15-18%)are reimbursable. In the case of a free hotel shuttle to the
airport,tips are included in the per diem rates and will not be reimbursed separately.
D. Parking&Tolls
When parking at the airport,employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price,and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local
hotel,the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the
hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
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Exhibit B
Schedule 1
Employees are not authorized to reserve non-traditional short-term lodging,such as Airbnb,VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S.are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff,and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon &7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
3
Exhibit B
Schedule 1
5. Internet Access—Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee's hotel charges for internet access it is reimbursable up to$10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the "lowest practical coach fare"with the exception of flights that are
six(6)or more consecutive hours in length. In such event,the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable.Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals& Incidental Expenses,and Section 2.b., Rental Car,shall apply to this section.
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Exhibit C
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Exhibit C
SERVICE LEVEL AGREEMENT
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of,the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability
of the application services that you have requested us to provide. All other support services are
documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment,
or the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime:Those minutes during which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability
goals and measures whether we have met those goals by tracking Attainment.
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures
outlined in the Support Call Process. You will receive a support incident number.
You must document, in writing,all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter's end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example,the support incident number(s)and the date,time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will
work with you to identify the cause of the Downtime (including whether it may be the result of a Client
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Exhibit C
Error Incident or Force Majeure). We will also work with you to resume normal operations.
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible,we will provide you with the relief set forth below.
C. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved, as set forth in the
Client Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 5%of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of
such credit does not relieve us of our obligations under the Agreement to correct the problem which
created the service interruption.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
100% 98-99% Remedial action will be taken.
100% 95_97% 4%credit of fee for affected calendar quarter
will be posted to next billing cycle
100% <95% 5%credit of fee for affected calendar quarter
will be posted to next billing cycle
You may request a report from us that documents the preceding quarter's Service Availability,
Downtime, any remedial actions that have been/will be taken,and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error
Incidents, and Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low-traffic
times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide
advance notice of those windows and will coordinate to the greatest extent possible with you.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any
failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed
request that said failure be excused. That writing will at least include the essential details and
circumstances supporting our request for relief pursuant to this Section. You will not unreasonably
withhold its acceptance of such a request.
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i
Exhibit C
Schedule 1
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Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community—an on-line resource,Tyler Community provides a venue for all Tyler clients
with current maintenance agreements to collaborate with one another,share best practices and
resources,and access documentation.
(2) On-line submission (portal)—for less urgent and functionality-based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3) Email—for less urgent situations, users may submit unlimited emails directly to the software
support group.
(4) Telephone—for urgent or complex questions, users receive toll-free, unlimited telephone
software support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website—www.tylertech.com—for accessing client tools and other information including
support contact information.
(2) Tyler Community—available through login,Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3) Knowledgebase—A fully searchable depository of thousands of documents related to
procedures, best practices, release information, and job aides.
(4) Program Updates—where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday—
Friday)across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage
across these time zones.Tyler's holiday schedule is outlined below.There will be no support coverage
on these days.
New Year's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
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Exhibit C
Schedule 1
Issue Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique incident number.This system tracks the history of each incident.The incident tracking number is
used to track and reference open issues when clients contact support. Clients may track incidents, using
the incident number,through the portal at Tyler's website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number,which corresponds to the client's needs and deadlines.The
client is responsible for reasonably setting the priority of the incident per the chart below.This chart is
not intended to address every type of support incident, and certain "characteristics" may or may not
apply depending on whether the Tyler software has been deployed on customer infrastructure or the
Tyler cloud.The goal is to help guide the client towards clearly understanding and communicating the
importance of the issue and to describe generally expected responses and resolutions.
.Priority
Level Characteristics of Support Incident Resolution Targets
Support incident that causes(a) Tyler shall provide an initial response to Priority Level 1
complete application failure or incidents within one(1)business hour of receipt of the
application unavailability;(b)application support incident. Tyler shall use commercially reasonable
1 failure or unavailability in one or more efforts to resolve such support incidents or provide a
Critical of the client's remote location;or(c) circumvention procedure within one(1)business day. For
systemic loss of multiple essential non-hosted customers,Tyler's responsibility for lost or
system functions. corrupted Data is limited to assisting the client in restoring
its last available database.
Support incident that causes(a) Tyler shall provide an initial response to Priority Level 2
repeated,consistent failure of essential incidents within four(4)business hours of receipt of the
functionality affecting more than one support incident. Tyler shall use commercially reasonable
2 user or(b)loss or corruption of Data. efforts to resolve such support incidents or provide a
High circumvention procedure within ten(10)business
days. For non-hosted customers,Tyler's responsibility for
loss or corrupted Data is limited to assisting the client in
restoring its last available database.
Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3
circumvention procedure,or a Priority incidents within one(1)business day of receipt of the
Level 2 incident that affects only one support incident. Tyler shall use commercially reasonable
3 user or for which there is an existing efforts to resolve such support incidents without the need
Medium circumvention procedure. for a circumvention procedure with the next published
maintenance update or service pack. For non-hosted
customers,Tyler's responsibility for lost or corrupted Data
is limited to assisting the client in restoring its last available
database.
••`• tyler
2
Exhibit C
Schedule 1
Priority Characteristics of Support Incident Resolution Targets
Level
Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4
4 non-essential functionality or a cosmetic incidents within two(2)business days. Tyler shall use
Non- or other issue that does not qualify as commercially reasonable efforts to resolve such support
critical any other Priority Level. incidents,as well as cosmetic issues,with a future version
release.
Incident Escalation
Tyler Technology's software support consists of four levels of personnel:
(1) Level 1:front-line representatives
(2) Level 2: more senior in their support role,they assist front-line representatives and take on
escalated issues
(3) Level 3:assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a
product group
If a client feels they are not receiving the service needed,they may contact the appropriate Software
Support Manager.After receiving the incident tracking number,the manager will follow up on the open
issue and determine the necessary action to meet the client's needs.
On occasion,the priority or immediacy of a software support incident may change after initiation.Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately.A software support incident can be escalated by any of the following
methods:
(1) Telephone—for immediate response, call toll-free to either escalate an incident's priority or to
escalate an issue through management channels as described above.
(2) Email—clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal—clients can also escalate the priority of an issue by logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client's database, process or setup to diagnose a
problem or to assist with a question.Tyler will,at its discretion, use an industry-standard remote
support tool.Support is able to quickly connect to the client's desktop 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
3
tyic�r
New World ERP ASP Worksheet
TO: Dania Beach,FL
FROM: Dudley Wellington,Account Representative
DATE: 03/28/19
RE: New World ERP Applications and System Software
Quote#
PHONE: 248.269.1000 X1678
EMAIL: dudlev.wellinaton(cDtvlertech.com
Annual
ASP
Item Cade Description quote
Financial Applications
FM Financial Management Base Suite $ 7,971.60
FM Asset Management $ 1,474.20
FM Bank Reconcilafion $ 885.30
FM I Contract Accounting $ 1,474.20
FM Misc Billing and Rceivables $ 1,474.20
FM Purchasing Base $ 2,653.95
FM Site License $ 4,954.95
FM 3rd Party Document Imaging Interface $ 2,895.75
Payroll&HR Applications
HR Human Resources Management Base Suite $ 6,784.05
HR Benefits Administration $ 1,179.75
HR EmloeeEvent Tracking $ 1,474.20
HR Personnel Action Processing $ 1,474.20
HR Position Budgeting $ 1,474.20
HR Workers Compensation Admistration $ 1,474,20
Community Development
CD Business Licensing $ 2,065.05
CD Code Enforcement $ 1,474.20
CD GIS Integration-Communi Development $ 3,244.80
CD Municipal inspections $ 2,653.95
CD Parcel Management $ 1,474.20
CD Permits $ 2,653.95
CD Project Plannin $ 2,653.95
Utilities
UT Water/Sewage/Refuse Base $ 5,309.85
UT GIS Integration-Ublity Billing $ 1,179.75
UT PC Cash Register Interface $ 1,474.20
UT Service Order Processing $ 2,653.95
UT Meter and Device Inventory $ 1,770.60
Decision Support
DSS Finance Anal ics $ 1,179.75
DSS HR/Payroll Anal ics $ 1,179,75
DSS Community Development Am ics $ 1,179.75
DSS Utility Management Analytics $ 1,179.75
eSuites
eSuites eSuite Base $ 2,359.50
eSuites eBenefits Administration $ 1,770.60
eSuites JeEmployee $ 3,244.80
eSuites eLicense $ 1,474.20
eSuites eParcels $ 1,474.20
eSuites ePa ments $ 1,474.20
eSuites ePermits $ 1,474.20
eSuites eSu tier $ 1,474.20
eSuites eUtilities $ 1,474.20
MWN sed on 3 year agreement $ I5711
Onetime VPN Fee $ 4,000.00
Project Planning Services $ 2,500.00
Total 3 year Investment $ 268,076.90
Recumng SaaS fee is based on a three(3)year commitment for up to one hundred(100)concurrent users.
Additional concurrent users will be billed at our then current rate which is currently$1750 per user per year.
Live and Test(2 enviroments)