HomeMy WebLinkAboutItem No. 18 - Authorize the Issuance of FY 2020/21 Purchase Orders for Annual Usage Fees, Software and Hardware Maintenance Service Agreements
Consent Calendar
City of San Bernardino
Request for Council Action
Date: June 17, 2020
To: Honorable Mayor and City Council Members
From: Teri Ledoux, City Manager
By:Mitch Cochran, Information Technology Director
Subject: Resolution to Approve the FY 2020/21 Annual Usage,
Software, and Hardware Maintenance Agreements
Recommendation
Adopt Resolution 2020-139 of the Mayor and City Council of the City of San Bernardino,
California, authorizing the issuance of Fiscal Year 2020/2021 Purchase Orders for the
annual usage fees, software and or hardware support with Accela Corporation, CelPlan,
Earth Science Research Institute (ESRI), Konica Minolta, NPA Computers, TPX, Tyler
Technologies, and Verizon Cellular as outlined in the report.
Background
The City purchases annual maintenance and software support for its existing critical
systems. The agreements are necessary to provide troubleshooting support, software
fixes, and enable the City to take advantage of the latest version of the product.
Discussion
Staff is requesting authorization to issue Purchase Orders for five ongoing annual
maintenance agreements. This request for authorization is due to the expected annual
payments for each vendor exceeding the $50,000 threshold necessary for City Council
approval. The majority of the City systems have an annual support cost that is below
the purchasing threshold of $50,000 needed for direct City Council authorization.
The vendors provide a service rate or annual maintenance cost based on the product
mix that the City has for that year. Typically, there is not an individually signed
agreement with the City. The vendors refer to their standard service agreements. The
cost estimates for Konica Minolta, TPX, and Verizon Cellular are based on actual usage
during the year.
Staff has developed an expected annual cost based on expected usage or an annual
fixed amount provided by the vendor. Staff is requesting that a 10% contingency be
added to the purchasing authorization amount for slight changes in the products or
support functions which might occur during the fiscal year.
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2020-2025 Key Strategic Targets and Goals
The purchase of maintenance agreements support Key Target No. 1: Financial Stability,
as the services and agreements help to support the creation and management of an
asset management plan. The annual support agreements ensure that critical software
applications and hardware are supported and kept up to date.
Fiscal Impact
The cost of the annual support agreements has been included in the proposed FY
2020/21 budget in the appropriate department accounts:
Conclusion
It is recommended that the Mayor and City Council adopt Resolution 2020-139
authorizing the issuance of Fiscal Year 2020/21 Purchase Orders for the annual usage
fees, software and or hardware support with Accela Corporation, CelPlan, Earth
Science Research Institute (ESRI), Konica Minolta, NPA Computers, TPX, Tyler
Technologies and Verizon Cellular.
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Attachments
Attachment 1 Accella support quote for 2020-2021
Attachment 2 ESRI support quote for 2020-2021
Attachment 3 Tyler support quote for 2020-2021 - Police Department CAD
Attachment 4 Tyler support quote for 2020-2021 - Financial
Ward: n/a
Synopsis of Previous Council Actions:
July 18, 2018 Mayor and City Council directed the City Manager to authorize
annual support agreements for the Fiscal Year 2017-2018 with
Accela Corporation, Dell/EMC, and Earth Science Research
Institute (ESRI).
August 1, 2018 Mayor and City Council directed the City Manager to issue a
Vender Services Agreement with NPA Computers. The agreement
provided for 3 one year extensions.
June 19, 2019 Mayor and City Council directed the City Manager to authorize
annual support agreements for the Fiscal Year 2019-2020 with
Accela Corporation, Dell/EMC, Earth Science Research Institute
(ESRI), Konica Minolta and NPA Computers.
Page 3
RESOLUTION NO. 2020-139
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF
THE CITY OF SAN BERNARDINO, CALIFORNIA, TO
PURCHASE ANNUAL SERVICES, SOFTWARE
MAINTENANCE, AND HARDWARE MAINTENANCE
AGREEMENTS FROM ACCELA, CELPLAN, EARTH
SCIENCE RESEARCH INSTITUTE, KONICA MINOLTA,
NPA, TPX, TYLER TECHNOLOGIES, AND VERIZON
CELLULAR FOR FY 2020/21
WHEREAS, the City of San Bernardino contracts with vendors to provide advanced
technology systems and services to support City operations, the usage, service, and support
agreements are renewed and approved by the City Council on an annual basis; and
WHEREAS, the City Council provides purchasing authorization for annual purchases of
an amount over $50,000 for a fiscal year.
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager is hereby authorized to purchase and execute annual
maintenance agreements from Accela Corporation (Accela) for the support of the Permits Plus
product in an amount not to exceed $111,983 which includes the total quoted price of
$101,802.50 plus a $10,108.15 (10%) contingency.
SECTION 2. The City Manager is hereby authorized to purchase and execute annual
maintenance agreements from Celplan Corporation (Celplan) for the support of City and Police
Department cameras in an amount not to exceed $165,000 which includes the expected annual
usage fee of $150,000 plus a $15,000 (10%) contingency.
SECTION 3. The City Manager is hereby authorized to purchase and execute annual
maintenance agreements from Earth Science Research Institute (ESRI) Corporation for the
support of ArcGIS software in an amount not to exceed $96,250 which includes the total quoted
price of $87,500 plus a $8,750 (10%) contingency.
SECTION 4. The City Manager is hereby authorized to purchase annual maintenance
services from Konica Minolta Corporation for the hardware support and usage of city copier in
an amount not to exceed $110,000 which includes the expected cost of $100,000 plus a $10,000
(10%) contingency.
SECTION 5. The City Manager is hereby authorized to purchase annual maintenance
services from NPA Corporation for the hardware support of out of warranty equipment in an
amount not to exceed $130,350 which includes the expected cost of $118,500 plus a $11,850
(10%) contingency.
Resolution No. 2020-139
SECTION 6. The City Manager is hereby authorized to purchase MPLS, phone and
network services from TPX in an amount not to exceed $374,000 which includes the expected
cost of $340,000 plus a $34,000 (10%) contingency.
SECTION 7. The City Manager is hereby authorized to purchase and execute annual
maintenance agreements from Tyler Technologies for support of the Police New World Dispatch
system in an amount not to exceed $348,123 which includes the total quoted price of $316,476
plus a $31467 (10%) contingency.
SECTION 8. The City Manager is hereby authorized to purchase and execute annual
maintenance agreements from Tyler Technologies for support of the Finance New World
Financial records system in an amount not to exceed $187,000 which includes the total quoted
price of $170,000 plus a $17,000 (10%) contingency.
SECTION 9. The City Manager is hereby authorized to purchase cellular phone services
from Verizon Cellular in an amount not to exceed $228,800 which includes the expected cost of
$208,000 plus a $20,800 (10%) contingency.
SECTION 10. Severability. If any provision of this Resolution or the application
thereof to any person or circumstance is held invalid, such invalidity shall not affect other
provisions or applications, and to this end the provisions of this Resolution are declared to be
severable.
SECTION 11. The City Council finds this Resolution is not subject to the California
Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty, as in this case, that there is no possibility that
the activity in question may have a significant effect on the environment, the activity is not
subject to CEQA.
SECTION 12. Effective Date. This Resolution shall become effective for the Fiscal
Year 2020/21 based on approval of the 2020/21 Fiscal Year budgets.
APPROVED and ADOPTED by the City Council and signed by the Mayor and attested
by the Acting City Clerk this ___ day of __________ 2020.
John Valdivia, Mayor
City of San Bernardino
Attest:
Genoveva Rocha, CMC, Acting City Clerk
Resolution No. 2020-139
Approved as to form:
Sonia Carvalho, City Attorney
Resolution No. 2020-139
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, Acting City Clerk, hereby certify that the attached is a true
copy of Resolution No. 2020-___, adopted at a regular meeting held on the ___ day of _______
2020 by the following vote:
Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
NICKEL _____ _____ _______ _______
RICHARD _____ _____ _______ _______
MULVIHILL _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of
____________ 2020.
Genoveva Rocha, CMC, Acting City Clerk
Proposed by: Becky O'Brien
2633 Camino Ramon, Suite 500
Contact Phone: (925) 359-3334
San Ramon, CA 94583
Contact Email: robrien@accela.com
Quote ID: Q-17729
Valid Through: 07/01/2020
Currency: USD
RENEWAL ORDER FORM
Address Information
Bill To: Ship To:
City of San Bernardino City of San Bernardino
300 North D. Street - 4th Floor 300 North D. Street - 4th Floor
San Bernardino, California 92418 San Bernardino, California 92418
United States United States
Billing Contact: Than Trinooson
Billing Phone: 9093845947
Billing Email: trinooson_th@sbcity.org
Services
Services Start Date End Date Term Unit Price Quantity Total Price
(Mths)
PERMITS Plus Annual Maintenance and 07/01/2020 06/30/2021 12 $966.92 30.00 $29,007.68
Support Renewal
PERMITS Plus Client Server Annual 07/01/2020 06/30/2021 12 $424.42 30.00 $12,732.62
Maintenance and Support Renewal
PERMITS Plus Connect Annual 07/01/2020 06/30/2021 12 $138.38 30.00 $4,151.52
Maintenance and Support Renewal
PERMITS Plus Workflow Annual 07/01/2020 06/30/2021 12 $182.80 30.00 $5,483.89
Maintenance and Support Renewal
PERMITS Plus Scan-it Annual Maintenance 07/01/2020 06/30/2021 12 $41.57 30.00 $1,247.09
and Support Renewal
PERMITS Plus Office Link Annual 07/01/2020 06/30/2021 12 $51.50 30.00 $1,544.99
Maintenance and Support Renewal
Accela GIS Annual Maintenance and 07/01/2020 06/30/2021 12 $432.68 20.00 $8,653.55
Support Renewal
Accela Wireless Annual Maintenance and 07/01/2020 06/30/2021 12 $1,689.20 20.00 $33,783.91
Support Renewal
Accela GIS Site License Annual 07/01/2020 06/30/2021 12 $5,197.60 1.00 $5,197.60
Maintenance and Support Renewal
Total $101,802.85
- 1 -
Accela Order Form opid:O-030017
Renewal Terms / Information
General Information
Governing Agreement(s) This Order Form will be governed by the applicable terms and conditions. If those terms and conditions are non-
existent, have expired or have otherwise been terminated, the following terms will govern as applicable, based on
www.accela.com/terms.
Order Terms
Order Start Date Unless otherwise specified in the Special Order Terms:
Software Licenses & Subscriptions start on the date of delivery by Accela;
Order Duration Unless otherwise specified in the Special Order Terms:
Subscriptions continue from the Order Start Date through the number of months listed in this Order
Form (or if not listed, twelve (12) months). Thereafter Subscriptions automatically renew annually as
ubscription purchase.
Any Software Licenses or Hardware are one-time, non-refundable purchases.
Hosting and Support continue from the Order Start Date through the number of months listed in this
Order Form (or if not listed, twelve (12) months).
Professional Services continue for the duration as outlined in the applicable Statement of Work, Exhibit
or the Governing Agreement, as applicable.
Special Order Terms This Order Form replaces all previous order forms for the terms listed above and will govern the Software,
Maintenance, and/or Services items listed on Page 2 of this Order Form.
In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or
invoice, the Order Form shall govern as it pertains to this transaction.
For Software Licenses, Accela may terminate this Order Form in the event the Software is phased out
and the parties will mutually agree to a migration plan for converting Customer to another Accela
generally-available offering with comparable functionality.
Payment Terms
Currency USD
Invoice Date Unless otherwise stated in the Special Payment Terms, Invoice for the Grand Total $ above will be issued on the
Order Start Date.
Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s), all payments are due on
the Invoice Date and payable net 30 days.
Special Payment Terms None unless otherwise specified in this section.
Purchase Order If Customer requires PO number on invoices, it must be provided to the right and Customer
PO#
must provide copy of the PO prior to invoice issuance. If no PO number provided prior to
invoice issuance date, invoices issued on this Order Form will be valid without a PO reference.
- 2 -
Accela Order Form opid:O-030017
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- 3 -
Accela Order Form opid:O-030017
February 7, 2019
Ms. Ruth Parish
City of San Bernardino
290 N D St
San Bernardino, CA 92401-1734
Dear Ruth,
The Esri Small Municipal and County Government Enterprise Agreement (EA) is a three-year agreement
that will grant your organization access to Esri® term license software on an unlimited basis including
maintenance on all software offered through the EA for the term of the agreement. The EA will be effective
on the date executed and will require a firm, three-year commitment.
Based on Esri's work with several organizations similar to yours, we know there is significant potential
to apply geographic information system (GIS) technology in many operational and technical areas within
your organization. For this reason, we believe that your organization will greatly benefit from an
enterprise agreement.
An EA will provide your organization with numerous benefits including:
A lower cost per unit for licensed software
Substantially reduced administrative and procurement expenses
Maintenance on all Esri software deployed under this agreement
Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
All current departments, employees, and in-house contractors of the organization will be eligible
to use the software and services included in the EA.
If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the EA, it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
The organization will establish a Tier 1 support center to field calls from internal users of Esri
software. The organization may designate individuals as specified in the EA who may directly
contact Esri for Tier 2 technical support.
The organization will provide an annual report of installed Esri software to Esri.
Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
380 New York Street 909 793 2853 esri.com
Redlands, California 92373-8100 USA info@esri.com
The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri’s
Small Municipal and County Government EA terms and conditions.
Licenses are valid for the term of the EA.
This program offer is valid for 90 days. To complete the agreement within this time frame, please
contact me within the next seven days to work through any questions or concerns you may have. To
expedite your acceptance of this EA offer:
1. Sign and return the EA contract with a Purchase Order or issue a Purchase
Order that references this EA Quotation and includes the following statement on the face of the
Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT
EA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER
WILL NOT APPLY." Have it signed by an authorized representative of the organization.
2. On the first page of the EA, identify the central point of contact/agreement administrator. The
agreement administrator is the party that will be the contact for management of the software,
administration issues, and general operations. Information should include name, title (if
applicable), address, phone number, and e-mail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri e-mail: service@esri.com fax
Attn: Customer Service SG-EA documents to: 909-307-3083
380 New York Street
Redlands, CA 92373-8100
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Jan Cunningham
Small Government EA
Quotation # 20544943
Date:February 7, 2019
Environmental Systems Research Institute, Inc.Customer # 17639 Contract #
380 New York St
City of San Bernardino
Redlands, CA 92373-8100
Information Technology Dept
Phone:909-793-2853 Fax: 909-307-3049
290 N D St
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
San Bernardino, CA 92401-1734
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ATTENTION: Ruth Parish
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PHONE:909-384-5947
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FAX:909-384-7236
MaterialQtyDescriptionUnit PriceTotal
1495981Populations of 150,001 to 250,000 Small Government Term Enterprise 75,000.0075,000.00
License Agreement - Year 1
1495981Populations of 150,001 to 250,000 Small Government Term Enterprise 87,500.0087,500.00
License Agreement - Year 2
1495981Populations of 150,001 to 250,000 Small Government Term Enterprise 100,000.00100,000.00
License Agreement - Year 3
Item Total:
262,500.00
Subtotal:
262,500.00
Sales Tax:
0.00
Estimated Shipping & Handling(2 Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total:$262,500.00
This pricing is based off of a special approval by Esri. The program pricing based
on the population of the City of San Bernardino would be $150,000 a year.
For questions contact:Jan CunninghamEmail:jcunningham@esri.comPhone:(909) 793-2853 x4363
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found
at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If
no such agreement covers any item quoted, then Esris standard terms and conditions found at
https://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and
government prime contractors authorized under FAR 51.1 may purchase under the terms of Esris GSA Federal Supply Schedule. Supplemental terms
and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of
this quotation will be incorporated into and become part of any additional agreement regarding Esris offerings. Acceptance of this quotation is limited to
the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation
sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the
express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without
consent from Esri. Delivery is FOB Origin.
Jg!tfoejoh!sfnjuubodf-!qmfbtf!beesftt!up;!Ftsj-!Q/P/!Cpy!852187-!Mpt!Bohfmft-!DB!:1185.2187
CUNNINGHAMJ
This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-6)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the
Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the
documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the
Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles, and the United States of America federal law shall govern in matters of intellectual property. The
modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
Table A
List of Products
Uncapped Quantities Developer Tools
Desktop Software and Extensions (Single Use) ArcGIS Engine
ArcGIS Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst,
ArcGIS Desktop Standard ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase
ArcGIS Desktop Basic Update, ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Runtime (Standard)
ArcGIS Spatial Analyst, ArcGIS Geostatistical ArcGIS Runtime Analysis Extension
Analyst, ArcGIS Publisher, ArcGIS Network
Analyst, ArcGIS Schematics, ArcGIS Workflow Limited Quantities
Manager, ArcGIS Data Reviewer One (1) Professional subscription to ArcGIS
Developer*
Enterprise Software and Extensions Two (2) Esri CityEngine Advanced Single Use
ArcGIS Enterprise and Workgroup Licenses
(Advanced and Standard) 1,000 ArcGIS Online Viewers
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, 1,000 ArcGIS Online Creators
ArcGIS Spatial Analyst, ArcGIS Geostatistical 110,000 ArcGIS Online Service Credits
Analyst, ArcGIS Network Analyst, ArcGIS 1,000 Level 2 ArcGIS Enterprise Named Users
Schematics, ArcGIS Workflow Manager 15 Insights for ArcGIS for use with ArcGIS Enterprise
15 Insights for ArcGIS for use with ArcGIS Online
Enterprise Additional Capability Servers
ArcGIS Image Server
OTHER BENEFITS
Number of Esri User Conference registrations provided annually 5
Number of Tier 1 Help Desk individuals authorized to call Esri 5
Maximum number of sets of backup media, if requested** 2
Self-Paced e-Learning Uncapped
Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri
facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package)
* Maintenance is not provided for these items
**Additional sets of backup media may be purchased for a fee
Page 1 of 6 November 20, 2018
Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation
attached, (ii)a purchase order, or (iii)another document that matches the Quotation and references this
Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL
GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise
agreed to by the parties ("Effective Date").
Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and
arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4
Product Updates, no modifications can be made to this Agreement.
Accepted and Agreed:
(Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State, Postal Code: E-mail:
Country:
Quotation Number (if applicable):
Page 2 of 6 November 20, 2018
1.0A DDITIONAL D EFINITIONS 2.0A DDITIONAL G RANT OF L ICENSE
In addition to the definitions provided in the Master 2.1 Grant of License. Subject to the terms and
Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to
Agreement: Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
"Case" means a failure of the Software or Online Deploy quantities of the Products listed in
Services to operate according to the Documentation Table AList of Products for the Term of
where such failure substantially impacts operational Agreement (i) for the applicable Fee and (ii) in
or functional performance. accordance with the Master Agreement.
"Deploy", "Deployed" and "Deployment" mean to 2.2 Consultant Access. Esri grants Customer the
redistribute and install the Products and related right to permit Customer's consultants or
Authorization Codes within Customer's contractors to use the Products exclusively for
organization(s). Customer's benefit. Customer will be solely
responsible for compliance by consultants and
"Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure
that the consultant or contractor discontinues
"Maintenance" means Tier 2 Support, Product use of Products upon completion of work for
updates, and Product patches provided to Customer Customer. Access to or use of Products by
during the Term of Agreement. consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
"Master Agreement" means the applicable master not permit its consultants or contractors to install
agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or
reference that is (i) found at third-party computers or remove Software or
http://www.esri.com/legal/software-license and Data from Customer locations, except for the
available in the installation process requiring purpose of hosting the Software or Data on
acceptance by electronic acknowledgment or (ii) a Contractor servers for the benefit of Customer.
signed Esri master agreement or license agreement
that supersedes such electronically acknowledged
3.0T ERM, T ERMINATION, AND E XPIRATION
master agreement.
3.1 Term. This Agreement and all licenses
"Product(s)" means the products identified in
hereunder will commence on the Effective Date
Table AList of Products and any updates to the list
and continue for the duration identified in the
Esri provides in writing.
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
"Quotation" means the offer letter and quotation
is only authorized to use Products during the
provided separately to Customer.
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
"Technical Support" means the technical
indefinite or a perpetual license to Products.
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
3.2 No Use upon Agreement Expiration or
workarounds, replacement deliveries, or any other
Termination. All Product licenses, all
type of Product corrections or modifications.
Maintenance, and Esri User Conference
registrations terminate upon expiration or
"Tier 1 Help Desk" means Customer's point of
termination of this Agreement.
contact(s) to provide all Tier 1 Support within
Customer's organization(s).
3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
"Tier 1 Support" means the Technical Support
breach by the other party. The breaching party
provided by the Tier 1 Help Desk.
will have thirty (30) days from the date of written
notice to cure any material breach.
"Tier 2 Support" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
3.4 Termination for Lack of Funds. For an
cannot be resolved through Tier 1 Support.
Agreement with government or government-
owned entities, either party may terminate this
Agreement before any subsequent year if
Page 3 of 6 November 20, 2018
Customer is unable to secure funding through a. Tier 1 Support
the legislative or governing body's approval
process. 1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
3.5 Follow-on Term. If the parties enter into Customer's authorized users.
another agreement substantially similar to this
Agreement for an additional term, the effective 2. The Tier 1 Help Desk will be fully trained in
date of the follow-on agreement will be the day the Products.
after the expiration date of this Agreement.
3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
4.0P RODUCT U PDATES
as well as questions on installation and
troubleshooting procedures.
4.1 Future Updates. Esri reserves the right to
update the list of Products in Table AList of
4. The Tier 1 Help Desk will be the initial point
Products by providing written notice to
of contact for all questions and reporting of a
Customer. Customer may continue to use all
Case. The Tier 1 Help Desk will obtain a full
Products that have been Deployed, but support
description of each reported Case and the
and upgrades for deleted items may not be
system configuration from the user. This
available. As new Products are incorporated into
may include obtaining any customizations,
the standard program, they will be offered to
code samples, or data involved in the Case.
Customer via written notice for incorporation into
the Products schedule at no additional charge.
5. If the Tier 1 Help Desk cannot resolve the
Customer's use of new or updated Products
Case, an authorized Tier 1 Help Desk
requires Customer to adhere to applicable
individual may contact Tier 2 Support. The
additional or revised terms and conditions in the
Tier 1 Help Desk will provide support in such
Master Agreement.
a way as to minimize repeat calls and make
solutions to problems available to
4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
6. Tier 1 Help Desk individuals are the only
identified quantities. Maintenance will be subject
individuals authorized to contact Tier 2
to the individual Product Life Cycle Support
Support. Customer may change the Tier 1
Status and Product Life Cycle Support Policy,
Help Desk individuals by written notice to
which can be found at
Esri.
http://support.esri.com/en/content/productlifecycl
es. Updates for Products in the mature and
b. Tier 2 Support
retired phases may not be available. Customer
may continue to use Products already Deployed,
1. Tier 2 Support will log the calls received
but Customer will not be able to Deploy retired
from Tier 1 Help Desk.
Products.
2. Tier 2 Support will review all information
collected by and received from the Tier 1
5.0M AINTENANCE
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
The Fee includes standard maintenance benefits
Desk when Tier 2 Support is required.
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and 3. Tier 2 Support may request that Tier 1 Help
Support Program document (found at Desk individuals provide verification of
http://www.esri.com/legal). At Esri's sole discretion, information, additional information, or
Esri may make patches, hot fixes, or updates answers to additional questions to
available for download. No Software other than the supplement any preliminary information
defined Products will receive Maintenance. gathering or troubleshooting performed by
Customer may acquire maintenance for other Tier 1 Help Desk.
Software outside this Agreement.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
Page 4 of 6 November 20, 2018
5. When the Case is resolved, Tier 2 Support c. If requested, Esri will ship backup media to the
will communicate the information to Tier 1 ship-to address identified on the Ordering
Help Desk, and Tier 1 Help Desk will Document, FOB Destination, with shipping
disseminate the resolution to the user(s). charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
6.0E NDORSEMENT AND P UBLICITY
such sales or use tax associated with the receipt
of tangible media.
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer's
8.2 Order Requirements. Esri does not require
endorsement of Products. Either party may publicize
Customer to issue a purchase order. Customer
the existence of this Agreement.
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
7.0A DMINISTRATIVE R EQUIREMENTS
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
7.1 OEM Licenses. Under Esri's OEM or Solution
Customer will submit subsequent purchase
OEM programs, OEM partners are authorized to
orders to Esri at least thirty (30) calendar days
embed or bundle portions of Esri products and
before the annual anniversary date for each
services with their application or service. OEM
year.
partners' business model, licensing terms and
conditions, and pricing are independent of this
a. All orders pertaining to this Agreement will be
Agreement. Customer will not seek any discount
processed through Customer's centralized point
from the OEM partner or Esri based on the
of contact.
availability of Products under this Agreement.
Customer will not decouple Esri products or
b. The following information will be included in
services from the OEM partners' application or
each Ordering Document:
service.
(1) Customer name; Esri customer number, if
7.2 Annual Report of Deployments. At each
known; and bill-to and ship-to addresses
anniversary date and ninety (90) calendar days
(2) Order number
prior to the expiration of this Agreement,
(3) Applicable annual payment due
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
9.0 M ERGERS, A CQUISITIONS, OR
the accuracy of the annual report.
D IVESTITURES
If Customer is a commercial entity, Customer will
8.0O RDERING, A DMINISTRATIVE
notify Esri in writing in the event of (i) a
P ROCEDURES, D ELIVERY, AND
consolidation, merger, or reorganization of Customer
D EPLOYMENT
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a
8.1 Orders, Delivery, and Deployment
transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
a. Upon the Effective Date, Esri will invoice
referred to as "Ownership Change"). There will be
Customer and provide Authorization Codes to
no decrease in Fee as a result of any Ownership
activate the nondestructive copy protection
Change.
program that enables Customer to download,
9.1 If an Ownership Change increases the
operate, or allow access to the Products. If this
cumulative program count beyond the maximum
is a multi-year Agreement, Esri may invoice the
level for this Agreement, Esri reserves the right
Fee before the annual anniversary date for each
to increase the Fee or terminate this Agreement
year.
and the parties will negotiate a new agreement.
b.Undisputed invoices will be due and payable
9.2 If an Ownership Change results in transfer or
within thirty (30) calendar days from the date of
sale of a portion of Customer's organization, that
invoice. Esri's federal ID number is 95-2775-732.
portion of Customer's organization will transfer
Page 5 of 6 November 20, 2018
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 November 20, 2018
Support Agreement
This Support Agreement is made by and between Tyler
Technologies, Inc. with offices at 840 West Long Lake Road, Troy, MI 48098 client identified below
WHEREAS, New World and Client are parties to an original agreement
; and
WHEREAS, Tyler and New World merged effective November 16, 2015, with Tyler as the surviving entity; and
WHEREAS, Tyler and Client desire to update the applicable maintenance and support services terms;
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows:
1. The New World software Client licensed under the Agreement, and on which Client has paid maintenance
Amendment.
2. Tyler shall provide maintenance and support services on the Tyler Software according to the terms of Exhibit
1 to this Support Amendment.
3. For the term specified in the applicable invoice, Client shall remit to Tyler maintenance fees in the amount
set forth therein. Payment is due within thirty (30) days of the invoice date.
4. This Support Agreement shall be governed by and construed in accordance with the terms and conditions of
the Agreement.
5. All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Support Agreement as of the dates set forth below.
Tyler Technologies, Inc. City of San Bernardino, CA
By: By:
Name: Name:
Title: Title:
Date: Date:
Exhibit 1
Maintenance and Support Agreement
will provide you with the following maintenance and support services for the Tyler Software
set forth in Schedule B, which is a list of all modules and interfaces currently under maintenance and support as of
the Amendment Effective Date and does not include previously discontinued or dropped modules and interfaces.
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Support Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term commences on July 1,
2020 and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms
unless terminated in writing by either party at least ninety (90) days prior to the end of the then-current term.
2. Maintenance and Support Fees. Your maintenance and support fees for the initial term for the Tyler Software
will be $316,476.00. Your fees for each subsequent term will be at our then-current rates. We reserve the right
to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within
thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past
due maintenance and support fees, including all fees for the periods during which services were suspended.
3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training
services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with
our then-current Support Call Process:
3.1perform our maintenance and support obligations in a professional, good, and workmanlike manner,
consistent with industry standards, to resolve Defects, as defined in the Agreement, in the Tyler Software
(limited to the then-current version and the immediately prior version); provided, however, that if you
modify the Tyler Software without our consent, our obligation to provide maintenance and support services
on and warrant the Tyler Software will be void;
3.2a) provide telephone support during our established support hours, currently Monday through Friday from
8:00 a.m. to 9:00 p.m. (Eastern Time Zone).
b) emergency 24-hour per day telephone support, for New World CAD only, seven (7) days per week for
Licensed Standard Software. Normal service is available from 8:00 a.m. to 9:00 p.m. (Eastern Time Zone).
After 8:00 p.m., the New World CAD phone support will be provided via pager and a support representative
will respond to CAD service calls within 30 minutes of call initiation.
3.3maintain personnel that are sufficiently trained to be familiar with the Tyler Software and third party
software, if any, in order to provide maintenance and support services;
3.4provide you with a copy of 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
3.5provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-
current release life cycle policy.
4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and 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 a VPN for backup connectivity
purposes.
5. Hardware and Other Systems. If in the process of diagnosing a software support issue it is discovered that one of
your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact
the support agency for that peripheral system. We cannot support or maintain third party products except as
expressly set forth in the Agreement.
In order for us to provide the highest level of software support, you bear the following responsibility related to
hardware and software:
(a) All infrastructure executing Tyler Software shall be managed by you;
(b)You will maintain support contracts for all non-Tyler software associated with Tyler Software (including
operating systems and database management systems, but excluding Third-Party Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.
6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial
installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot
remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting
services; (e) maintenance and support of an operating system or hardware; (f) support outside our established
support hours; or (g) installation, training services, or third party product costs related to a new release.
Requested maintenance and support services such as those outlined in this section will be billed to you on a time
advance notice.
7. Current Support Call Process. Our current Support Call Process for the Tyler Software is provided Schedule A to
Exhibit 1.
Exhibit 1
Schedule A
Support Call Process
If, after you have cut over to live production use of the Tyler Software, you believe that the Tyler Software is
ment, then you will notify us by phone, in writing, by email, or through
the support website. Please reference the applicable Customer Support page at www.tylertech.com/client-support
for information on how to use these various means of contact.
Documented examples of the claimed Defect must accompany each notice. We will review the documented notice
and when there is a Defect, we shall resolve it at no additional cost to you beyond your then-current maintenance
and support fees.
In receiving and responding to Defect notices and other support calls, we will follow the priority categorizations
below. These categories are assigned based on your determination of the severity of the Defect and our reasonable
analysis. If you believe a priority categorization needs to be updated, you may contact us again, via the same
methods outlined above, to request the change.
In each instance of a Priority 1 or 2 Defect, prior to final Defect correction, the support team may offer you
workaround solutions, including patches, configuration changes, and operational adjustments, or may recommend
that you revert back to the prior version the Tyler Software pending Defect correction.
(a) Priority 1: A Defect that renders the Tyler Software inoperative; or causes the Tyler Software to fail
catastrophically.
After initial assessment of the Priority 1 Defect, if required, we shall assign a qualified product technical
specialist(s) within one business (1) hour. The technical specialist(s) will then work to diagnose the
Defect and to correct the Defect, providing ongoing communication to you concerning the status of the
correction until the Tyler Software is operational without Priority 1 defect.
The goal for correcting a Priority 1 Defect is 24 hours or less.
(b) Priority 2: A Defect that substantially degrades the performance of the Tyler Software, but does not
prohibit your use of the Tyler Software.
We shall assign a qualified product technical specialist(s) within four (4) business hours of our receipt of
your notice. The product technical specialist will then work to diagnose and correct the Defect. We shall
work diligently to make the correction, and shall provide ongoing communication to you concerning the
status of the correction until the Tyler Software is operational without Priority 2 Defect.
The goal for correcting a Priority 2 event is to include a correction in the next Tyler Software release.
(c) Priority 3: A Defect which causes only a minor impact on the use of the Tyler Software.
We may include a correction in subsequent Tyler Software releases.
Exhibit 1
Schedule B
Customer Software Inventory
Amount
Computer Aided Dispatch (CAD)
Combined LE/Fire/EMS CAD Enterprise.NET $31,290.00
E-911 Interface Enterprise.NET $3,600.00
CAD Pager Interface Enterprise.NET $3,600.00
CAD AVL Enterprise.NET $3,400.00
Service Vehicle Rotation Enterprise.NET $3,400.00
On-Line CAD Interface to State/NCIC $8,800.00
Pre-Arrival Questionnaire Interface Enterprise.NET $3,600.00
Law Enforcement Records Software
LE Records Single Jurisdiction Base MSP $17,424.00
LE Records Federal & State Compliance MSP $6,000.00
Field Investigations MSP $3,000.00
Case Management MSP $3,000.00
Alarms Tracking and Billing MSP $4,200.00
Property Room Bar Coding MSP $3,000.00
Narcotics Management MSP $4,200.00
Data Analysis Mapping & Management Reporting MSP $6,000.00
State Accidents Compliance MSP $6,000.00
Fire Records Software
Fire Records Base Package MSP $12,672.00
Fire NFIRS 5.0 Electronic Reporting MSP $6,800.00
Public Safety Interface Software
State/NCIC Interface MSP $16,400.00
VINE Interface MSP $240.00
Livescan Interface MSP $3,600.00
Communications Server to State/NCIC $3,600.00
Ticket Writer Interface MSP $8,000.00
Citizens Reporting Interface MSP $2,300.00
Linx Interface $2,300.00
COPLINK Interface $4,600.00
Photo Imaging Software
Public Safety Mug Shots/Line-Ups MSP $600.00
Decision Support Software
LE Management Data Mart $2,400.00
CAD Enterprise Data Mart $2,400.00
Corrections Management Software
Corrections Management Base MSP $17,688.00
Corrections Compliance Federal & State Reporting $6,800.00
Corrections Barcoding MSP $3,400.00
Inmate Movement Tracking Bar Coding $3,400.00
Mobile Management Server Software
New World Mobile Messaging Server $22,000.00
Field Based Reporting Software
Field Reporting Server $12,000.00
LE State/NCIC via Switch $12,480.00
LE Field Reporting$14,080.00
LE Accident Field Reporting$10,560.00
Fire CAD Via Switch (Messaging) $2,800.00
Mugshot Images Download $3,120.00
In Car Mapping $4,680.00
New World AVL $2,865.00
In-Car Routing $3,120.00
State Photo Download $3,120.00
EMS Field Reporting $20.00
ESRI Embedded Applications
ArcGIS Runtime CAD Desktop Workstations $3,300.00
ArcGIS Runtime Mobile In-Car $4,680.00
ArcGIS Advanced Enterprise Server Integration $5,900.00
Third Party
Scene PD (Maintenance is through ScenePD) N/A
Brazos
eCitation - BRAZOS REF MDC or Tablet $1,530.00
Brazos Hosting Fee $1,047.00
State Compliant Crash Report Software with $810.00
Field Interview Module $650.00
TOTALS $316,476.00
LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, New World Systems Corporation and the City of San Bernardino are parties to a Standard
Software License Subscription and Services Agreement dated January 12, 2011 Subscription
WHEREAS, Tyler Technologies, Inc. and New World Systems Corporation merged effective November 16,
2015, with Tyler as the surviving entity; and
WHEREAS, Client selected Tyler to license the software products and perform the services set forth in
the Investment Summary and Tyler desires to perform such actions 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
means this License and Services Agreement.
means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
the City of San Bernardino.
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.
means a third party who owns the intellectual property rights to Third Party
Software.
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.
means the date by which both your and our authorized representatives have
signed the Agreement.
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.
means the agreed upon cost proposal for the software, products, and
services attached as Exhibit A.
means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
1
means the terms and conditions governing the
provision of maintenance and support services to all of our customers. A copy of our current
Maintenance and Support Agreement is attached as Exhibit C.
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.
means the third party hardware, if any, identified in the Investment
Summary.
means the Third Party Software and Third Party Hardware.
means the third party services, if any, identified in the Investment
Summary.
means the third party software, if any, identified in the Investment
Summary.
means, if any, the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
means Tyler Technologies, Inc., a Delaware corporation.
means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
and similar terms mean Tyler.
and similar terms mean Client.
SECTION B SOFTWARE LICENSE
1. License Grant and Restrictions.
1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in
the scope of the internal business purposes disclosed to us as of the Effective Date. You may
make copies of the Tyler Software for backup and testing purposes, so long as such copies are
not used in production and the testing is for internal use only. Your rights to use the Tyler
Software are perpetual but may be revoked if you do not comply with the terms of this
Agreement.
1.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer,
decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial
hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software
or Documentation to third parties.
1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you
or make available to you through your Maintenance and Support Agreement.
1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your
license. You will give us advance written notice of any such transfer and will pay us for any
required or requested technical assistance from us associated with such transfer.
2
1.6 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.
1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties.
We own the title, copyright, and other intellectual property rights in the Tyler Software and the
Documentation. The Tyler Software is licensed, not sold.
2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment
Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
3. Escrow. We maintain an escrow agreement with a third party under which we place the source
code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow
agreement by completing a standard beneficiary enrollment form and paying the applicable annual
beneficiary fee. You will be responsible for maintaining your ongoing status as a beneficiary,
including payment of the then-current annual beneficiary fees. Release of source code for the Tyler
Software is strictly governed by the terms of the escrow agreement.
4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have
a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as
warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect
as set forth in the Maintenance and Support Agreement.
SECTION C PROFESSIONAL SERVICES
1. Services. We will provide you the various implementation-related services itemized in the
Investment Summary and described in our industry standard implementation plan. We will 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 and/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
3
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. We make all reasonable efforts to schedule our personnel for travel, 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. You
further agree to provide a reasonably suitable environment, location, and space for the installation
of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical
circuits, cables, and other reasonably necessary items required for the installation and operation of
the Tyler Software and any Third Party Products.
7. 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).
8. 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.
SECTION D MAINTENANCE AND SUPPORT
This Agreement includes the period of free maintenance and support services identified in the
Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services,
and continue to make timely payments for them according to our Invoicing and Payment Policy, we
will provide you with maintenance and support services for the Tyler Software under the terms of
our standard Maintenance and Support Agreement.
If you have opted not to purchase ongoing maintenance and support services for the Tyler Software,
the Maintenance and Support Agreement does not apply to you. Instead, you will only receive
4
ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition,
you will:
(i) receive the lowest priority under our Support Call Process;
(ii) be required to purchase new releases of the Tyler Software, including fixes,
enhancements and patches;
(iii) be charged our then-current rates for support services, or such other rates that we may
consider necessary to account for your lack of ongoing training on the Tyler Software;
(iv) be charged for a minimum of two (2) hours of support services for every support call;
and
(v) not be granted access to the support website for the Tyler Software or the Tyler
Community Forum.
SECTION E THIRD PARTY PRODUCTS
To the extent there are any Third Party Products set forth in the Investment Summary, the following
terms and conditions will apply:
1. Third Party Hardware. 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. Upon payment in full of the Third Party Software license fees, you will receive
a non-transferable license to use the Third Party Software and related documentation for your
internal business purposes only. Your license rights to the Third Party Software will be governed by
the Third Party Terms.
2.1 We will install onsite the Third Party Software. The installation cost is included in the
installation fee in the Investment Summary.
2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third
Party Software, you will be required to pay such additional future fee.
2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by
the Developer. You will give us advance written notice of any such transfer and will pay us for
any required or requested technical assistance from us associated with such transfer.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party
Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, 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
5
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.
5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects
and other issues related to the Third Party Software directly to us, and we will (a) directly address
the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b)
facilitate resolution with the Developer, unless that Developer requires that you have a separate,
direct maintenance agreement in effect with that Developer. In all events, if you do not have a
Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects
and other issues related to the Third Party Software directly with the Developer.
SECTION F INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our
Invoicing and Payment Policy, subject to Section F(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
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 G TERMINATION
1. 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/or
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 F(2).
1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section I(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 I(3).
1.2 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of this Agreement for a period of forty-five (45) days or more.
6
1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to
purchase, lease, operate, or maintain the software or services set forth in this Agreement, 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 license and other fees. You agree not to
use termination for lack of appropriations as a substitute for termination for convenience.
SECTION H 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
opyright, 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 H(1) will not apply to the extent the claim or adverse final
judgment is based on your: (a) use of a previous version of the Tyler Software and the claim
would have been avoided had you installed and used the current version of the Tyler Software,
and we provided notice of that requirement to you; (b) combining the Tyler Software with any
product or device not provided, contemplated, or approved by us; (c) altering or modifying the
Tyler Software, including any modification by third parties at your direction or otherwise
permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including
with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software
after we notify you to discontinue use due to such a claim.
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; (c) replace it with a functional
equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler
Software, as depreciated on a straight-line basis measured over seven (7) years from the
Effective Date. We will pursue those options in the order listed herein. 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
7
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 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.
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) PRIOR TO FORMAL TRANSITION TO
MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT
SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN-
CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION
OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL
PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2).
5. 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
8
insurance upon your written request.
SECTION I 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, and thereafter
at our then-current list price, by executing a mutually agreed addendum. If no rate is provided in
the Investment Summary, or those twelve (12) months have expired, 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
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.
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-Verify. 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.
9
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.
9. Force Majeure. 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
10
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
confidential and includes, without limitation, personal identifying information (Ļ͵ŭ͵, 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.
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 and/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:
11
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc. City of San Bernardino
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of San Bernardino
One Tyler Drive 300 North D Street
Yarmouth, ME 04096 San Bernardino, CA 92418
Attention: Chief Legal Officer Attention: ______________________________
12
Exhibit A
Exhibit A
Investment Summary
The following Investment Summary details the software, products, 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
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. Tyler Software͵
1.1 ağźƓƷĻƓğƓĭĻ ğƓķ {ǒƦƦƚƩƷ CĻĻƭ: Maintenance and support fees for the period July 1, 2020
through June 30, 2021 are due prior to July 1, 2020. Subsequent maintenance and support
fees are invoiced annually in advance of each July 1. Your fees for each subsequent year will
be set at our then-current rates.
2. 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.
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
1
Exhibit B
Schedule 1
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
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 hou
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
-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.
1
Exhibit B
Schedule 1
2. Ground Transportation
A. Private Automobile
Mileage Allowance
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,
-
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
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.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
2
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
ble 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
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.
4
Exhibit C
Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software.
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term
commences on July 1, 2020, and remains in effect for one (1) year. The term will renew
automatically for additional one (1) year terms unless terminated in writing by either party at least
thirty (30) days prior to the end of the then-current term. We will adjust the term to match your
first use of the Tyler Software in live production if that event precedes the one (1) year anniversary
of the Effective Date.
2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software
are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing
and Payment Policy. We reserve the right to suspend maintenance and support services if you fail
to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We
will reinstate maintenance and support services only if you pay all past due maintenance and
support fees, including all fees for the periods during which services were suspended.
3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for
our training services on the Tyler Software, and you timely pay your maintenance and support fees,
we will, consistent with our then-current Support Call Process:
3.1 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); provided, however, that if you
modify the Tyler Software without our consent, our obligation to provide maintenance and
support services on and warrant the Tyler Software will be void;
3.2 provide telephone support during our established support hours;
3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
3.4 provide you with a copy of 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
3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
our then-current release life cycle policy.
1
Exhibit C
4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and 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 a VPN for backup connectivity purposes.
5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a
software support issue, it is discovered that one of your peripheral systems or other software is the
cause of the issue, we will notify you so that you may contact the support agency for that peripheral
system. We cannot support or maintain Third Party Products except as expressly set forth in the
Agreement.
In order for us to provide the highest level of software support, you bear the following responsibility
related to hardware and software:
(a) All infrastructure executing Tyler Software shall be managed by you;
(b) You will maintain support contracts for all non-Tyler software associated with Tyler Software
(including operating systems and database management systems, but excluding Third-Party
Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.
6. Other Excluded Services. Maintenance and support fees do not include fees for the following
services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and
support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c)
application design; (d) other consulting services; (e) maintenance and support of an operating
system or hardware, unless you are a hosted customer; (f) support outside our normal business
hours as listed in our then-current Support Call Process; or (g) installation, training services, or third
party product costs related to a new release. Requested maintenance and support services such as
those outlined in this section will be billed to you on a time and materials basis at our then current
rates. You must request those services with at least
7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to
this Exhibit C at Schedule 1.
2
Exhibit C
Schedule 1
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.
{ǒƦƦƚƩƷ wĻƭƚǒƩĭĻƭ
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
on these days.
New Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
1
Exhibit C
Schedule 1
Issue Handling
LƓĭźķĻƓƷ ƩğĭƉźƓŭ
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
LƓĭźķĻƓƷ tƩźƚƩźƷǤ
and deadlines. The
client is responsible for reasonably setting the priority of the incident per the chart below. This chart is
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
Characteristics of Support Incident Resolution Targets
Level
Support incident that causes (a) Tyler shall provide an initial response to Priority Level
complete application failure or 1 incidents within one (1) business hour of receipt of
application unavailability; (b) the support incident. Tyler shall use commercially
application failure or unavailability in reasonable efforts to resolve such support incidents or
1
emote provide a circumvention procedure within one (1)
Critical
location; or (c) systemic loss of business day. For non-hosted customers,
multiple essential system functions. responsibility for lost or 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
repeated, consistent failure of 2 incidents within four (4) business hours of receipt of
essential functionality affecting more the support incident. Tyler shall use commercially
than one user or (b) loss or reasonable efforts to resolve such support incidents or
2
corruption of data. provide a circumvention procedure within ten (10)
High
business days. For non-hosted customers,
responsibility for loss or corrupted data is limited to
assisting the client in restoring its last available
database.
Priority Level 1 incident with an Tyler shall provide an initial response to Priority Level
existing circumvention procedure, or 3 incidents within one (1) business day of receipt of
a Priority Level 2 incident that affects the support incident. Tyler shall use commercially
only one user or for which there is an reasonable efforts to resolve such support incidents
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existing circumvention procedure. without the need for a circumvention procedure with
Medium
the next published maintenance update or service
pack. For non-hosted customers,
for lost or corrupted data is limited to assisting the
client in restoring its last available database.
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Exhibit C
Schedule 1
Priority
Characteristics of Support Incident Resolution Targets
Level
Support incident that causes failure Tyler shall provide an initial response to Priority Level
4 of non-essential functionality or a 4 incidents within two (2) business days. Tyler shall
Non-cosmetic or other issue that does not use commercially reasonable efforts to resolve such
critical qualify as any other Priority Level. support incidents, as well as cosmetic issues, with a
future version release.
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(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
ds.
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-
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.
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problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote
support tool. Support is able
diagnose problems, or assist with screen navigation. More information about the remote support tool
Tyler uses is available upon request.
3