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Tyler Technologies Maintenance and Support Agreement DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 Reso 2021-31666 •���® tyler ❖ • • technologies MAINTENANCE AND SUPPORT AGREEMENT This Maintenance and Support Agreement(this"M&S Agreement")is made and entered into as of the Effective Date by and between Tyler Technologies, Inc., a Delaware corporation ("Tyler") and Client. WHEREAS,Tyler and Client have entered into certain Software License and Professional Services and Maintenance and Support Agreements(the"Original Agreements") pursuant to which, among other things,Client has acquired licenses to Tyler Software: • Eden License and Services Agreement o Dated June 2, 2004 • MUNIS, EnerGov and Eden Access Maintenance License and Services Agreement o Dated October 10,2014 • New World Public Safety License and Services Agreement o Dated January 23,2008 • NWPS Maintenance and Support Agreement o Dated April 29,2016;and WHEREAS, Client desires to replace with, and consolidate under, this Maintenance and Support Agreement the maintenance and support terms set forth in the Original Agreements(each one a "Tyler Software Service"or collectively"Tyler Software Services") as of the Effective Date; NOW,THEREFORE, in consideration of the promises contained herein,along with other good and valuable consideration, the receipt and sufficiency of which all parties acknowledge the parties agree as follows: 1. DEFINITIONS. 1.1 "Client" means City of Miami Beach (the"City") 1.2 "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent, based on a condition within our reasonable control. 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. 1.3 "Documentation"means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. 1.4 "Effective Date" means January 1, 2021. XS. ty'er Page 1 of 20 DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 1.5 "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process for the Tyler Software Services, except New World Public Safety, is attached to this M&S Agreement as Schedule 2. A copy of our current Support Call Process for New World Public Safety is attached to this M&S Agreement as Schedule 3. 1.6 "Third Party Hardware' means the third-party hardware, if any,identified in the Investment Summary. 1.7 "Third Party Products" means the Third Party Software and Third Party Hardware. 1.8 "Third Party Software" means the third-party software, if any, identified in the Investment Summary and not embedded in the Tyler Software. 1.9 "Tyler" means Tyler Technologies, Inc., a Delaware corporation. 1.10 "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary or Schedule 1 of this M&S Agreement and licensed by us to you through this M&S Agreement. The Tyler Software also includes embedded third-party software that we are licensed to embed in our proprietary software and sub-license to you. 1.11 "we", "us", "our"and similar terms mean Tyler. 1.12 "you" and similar terms mean Client. 2. TERM. We provide maintenance and support services on an annual basis. The initial term commences on January 1, 2021, and remains in effect for one (1) year. The term will renew automatically for four (4) 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, unless the parties mutually agree to some other notice period. In such case,Client,at its discretion,may non-renew the M&S Agreement in whole or choose to non-renew maintenance and support services on an individual Tyler Software Service. 3. TERMINATION. 3.1 Termination for Cause. Client may terminate this M&S Agreement for Cause in accordance with this Subsection 3.1. For purposes of this subsection, "Cause" means a material breach of a provision of this M&S Agreement including, without limitation, the failure to cure Defects timely as provided in the Support Call Process. In such event,Client shall deliver written notice of its intent to terminate along with a description in reasonable detail of the problems for which Client is invoking its right to terminate. Following such notice, Tyler shall have forty-five (45) days to cure such problems. Following such forty-five (45) day period, Tyler and Client shall meet to discuss any outstanding issues. In the event that Cause still exists at the end of such period, then Client may terminate this M&S Agreement. In the event of a termination under this subsection,Tyler shall return to Client all prepaid, but unused, maintenance and support fees for the remainder of the then-current term of the M&S Agreement. •°e °e tyler Page 2 of 20 •' - DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 3.2 Force Majeure. A"Force Majeure"event is an event that(i)in fact causes a delay in the performance of Tyler or the Client's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and(iii)is not due to an intentional act,error,omission, or negligence of such party,and (iv)could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event.Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. No party hereto shall be liable for its failure to carry out its obligations under the M&S Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. Obligations pursuant to the M&S Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. Either party has the right to terminate this M&S Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more. In the event of termination due to Force Majeure, we will return to you all prepaid, but unused, maintenance and support fees for the remainder of the then current term of the M&S. 3.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to pay for the Tyler Software Services set forth in this M&S Agreement,you may unilaterally terminate this Agreement upon thirty(30)days written notice to us. In the event of termination due to lack of appropriations,we will return to you all prepaid, but unused,maintenance and support fees for the remainder of the then current term of the M&S. 4. MAINTENANCE AND SUPPORT FEES. Your year 1 annual maintenance and support fees for the Tyler Software Services,as more particularly set forth in Schedule"4",incorporated herein by reference and attached hereto,are invoiced annually in advance and shall be payable according to this Section 4. 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. 4.1 Annual Maintenance and Support Fees. Your Year 1 annual maintenance and support fees are prorated to align with a January 1 billing cycle. Subsequent maintenance and support fees, at our then-current rates,are invoiced annually on January 1. Annual fees for Munis and EnerGov will not increase by more than 5%per year for the first five,one year terms. Annual fees for New World Public Safety will not increase by more than 4%per year for the first five, one year terms. Software Year One Invoice • Munis/EnerGov/Eden October 1, 2021 through December 31, 2021 • New World Public Safety January 1, 2021 through December 31,2021 ° tyler Page 3 of 20 •° DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 4.2 Invoices. Each invoice submitted by Tyler shall include, at a minimum,the total invoiced amount and a reference to the specific items being invoiced under this M&S Agreement. Following receipt of a properly submitted invoice, Client shall pay amounts owed within thirty(30)days. All payments by Client shall be made in U.S. currency. 4.3 Maintenance on Client-Specific Customer Enhancements. Your annual Maintenance and Support Fees may be further increased by agreement of both parties with respect to(a)maintenance and support of specific custom enhancements requested by you. You will have the option to accept or decline any such material functional enhancement that would result in an increase in the Maintenance and Support Fees without affecting your entitlement to receive the remainder of any version release in which such enhancement is offered. 5. 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: 5.1 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; 5.2 provide telephone support during our established support hours in accordance with the appropriate Support Call Process,Schedules 2 and 3. After 9:00 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. 5.3 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; 5.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements) along with the appropriate documentation that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 5.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-current release life cycle policy. 6. CLIENT RESPONSIBILITIES. 6.1 When you log a Defect according to the Support Call Process,you must provide initially,or supplement within a commercially reasonable timeframe,enough information that allows us to confirm and/or recreate the Defect.We will use all reasonable efforts to •• tyler Page 4of20 • DocuSign Envelope ID:CACBFFBE-F073.463A-8063-222D63DD1972 perform any maintenance and support services remotely. Currently, we use an industry standard third-party secure unattended connectivity tool, such as 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). 6.2 You agree to provide us with a secure login account and local administrative privileges as we may reasonably require to perform remote services. When remote services are needed,Tyler will notify and consult with the Client's Information Technology Department to coordinate its response. 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. 7. 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: 7.1 All infrastructure executing Tyler Software shall be managed by you; 7.2 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 7.3 You will perform daily database backups and verify that those backups are successful. 8. OTHER EXCLUDED SERVICES. Except as otherwise set forth in this M&S Agreement, 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 one(1)weeks'advance notice. •: . tyler Page 5of20 • DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 9. LIMITATION OF LIABILITY. 9.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS M&S AGREEMENT,OUR AND YOUR LIABILITY FOR DAMAGES ARISING OUT OF THIS M&S 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 THE THEN-CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PRICES SET FORTH IN THIS M&S AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. 9.2 IN NO EVENT SHALL TYLER OR CLIENT BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS,OR LOSS OF BUSINESS OR LOSS OF DATA ARISING OUT OF THIS M&S AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGE. 10. DISPUTE RESOLUTION. (Intentionally Omitted) 11. 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 ( e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents.The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement.This obligation of confidentiality will not apply to information that: a)is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; b)a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;c) a party receives from a third party who has a right to disclose it to the receiving party; or d) is subject to disclosure under the open records laws, including Chapter 119, Florida Statutes,or similar applicable public disclosure laws governing this M&S Agreement, which information may include, but is not limited to,the business terms of this M&S Agreement, this M&S Agreement or any other agreement between the parties (collectively, the Agreements), the payments made or received pursuant to the Agreements, or other like information relating to the transaction of the official business of the Client, in its capacity as a Florida municipal corporation. 12. WARRANTY. 12.1 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. 12.2 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 ••e:•. tyler Page 6of20 •• - - DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 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. 13. PUBLICITY. Tyler shall not make any announcements relating to the M&S Agreement, nor shall Tyler use Client's name, trademarks, logos or marks,without the prior written approval from Client's Communications Department in each instance. 14. INSURANCE. 14.1 Tyler shall have and maintain the following types and amounts of insurance coverages: 14.1.1 Workers' Compensation Insurance for all employees of the Consultant with a limit of no less than$1,000,000 per accident for bodily injury or disease. 14.1.2 Commercial General Liability Insurance on an occurrence basis,including products and completed operations,property damage,bodily injury and personal&advertising injury with limits no less than$1,000,000 per occurrence,and$2,000,000 general aggregate. 14.1.3 Automobile Liability Insurance covering any automobile,if Consultant has no owned automobiles,then coverage for hired and non-owned automobiles,with limit no less than $1,000,000 combined per accident for bodily injury and property damage. 14.1.4 Cyber Liability with limits no less than$1,000,000 per occurrence,and$2,000,000 general aggregate covering claims involving privacy violations,information theft,damage to or destruction of electronic information,intentional and/or unintentional release of private information,alteration of electronic information,extortion and network security. 14.1.5 Professional LiabilityInsurance,with limit no less than$2,000,000 either on a claims- made basis or per occurrence. 14.2 Tylershall name Client as additional insured and be primary and non-contributory for direct claims arising out of the Agreement under our Commercial General Liability and Auto.Liability policies. All policies shall be with a company authorized to do business in the State of Florida. Certificates of all insurance shall be deposited with Client prior to the date of the M&S Agreement.Timely renewal certificates will be provided to Client as coverage renews.Tyler, for and on behalf of itself and each of its insurers, hereby waives any and all rights of subrogation against Client for any loss or damage arising from any cause covered under Tyler's Commercial General Liability and Auto Liability policies. If the professional liability coverage is provided on a claims-made basis,then such insurance shall continue for three(3)years following the expiration or termination of the M&S Agreement.The insurance shall have a retroactive date of placement by the effective date of the M&S Agreement. In the event of a potential claim or actual claim, Client shall be entitled to receive a copy of the insurance policies required under the M&S Agreement by providing Tyler with a written request. 15. INSPECTOR GENERAL AUDIT RIGHTS. 15.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, Client has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all Client contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of Client. 15.2 The Office of the Inspector General is authorized to investigate Client affairs and ••::: tyler Page 7 of 20 • DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 empowered to review past, present and proposed Client programs, accounts, records, contracts and transactions.In addition,the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor Client projects and programs.Monitoring of an existing Client project or program may include a report concerning whether the project is on time,within budget and in conformance with the contract documents and applicable law.The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of Tyler, its officers, agents and employees, lobbyists, Client staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, Client is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 15.3 Upon ten(10)days written notice to Tyler,Tyler shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee,inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of Tyler its officers, agents and employees, lobbyists, Client staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 15.4 The Inspector General shall have the right to inspect and copy all documents and records in Tyler's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files,worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. 15.5 Tyler shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this M&S Agreement,for examination, audit, or reproduction, until three (3)years after final payment under this M&S Agreement or for any longer period required by statute or by other clauses of this M&S Agreement.In addition: •••o• tyles' Page 8 of 20 •• DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 (1) If this M&S Agreement is terminated,Tyler shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement;and (2) Tyler shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this M&S Agreement until such appeals, litigation,or claims are finally resolved. • 15.6 The provisions in this section shall apply to Tyler,its officers, agents, employees, subcontractors and suppliers. Tyler shall incorporate the provisions in this section in all subcontracts and all_other agreements executed by Tyler in connection with the performance of this M&S Agreement. 15.7 Nothing in this section shall impair any independent right to Client to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on Client by Tyler or third parties. 16. E-VERIFY. 16.1 Tyler shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"("E-Verify Statute"),as may be amended from time to time. Pursuant to the E- Verify Statute, commencing on January 1, 2021,Tyler shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the M&S Agreement. Additionally, Tyler shall expressly require any subcontractor performing work or providing services pursuant to the M&S Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If Tyler enters into a contract with an approved subcontractor, the subcontractor must provide Tyler with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Tyler shall maintain a copy of such affidavit for the duration of the M&S Agreement or such other extended period as may be required under this M&S Agreement. 16.2 Termination Rights. (1) If Client has a good faith belief that Tyler has knowingly violated Section 448.09(1), Florida Statutes,Client shall terminate this M&S Agreement with Tyler for cause in accordance with Section 3.1 of this M&S Agreement,and Client shall thereafter have or owe no further obligation or liability to Tyler. (2) If Client has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 16.1, but Tyler otherwise complied with such subsection, Client will promptly notify Tyler and order Tyler to immediately terminate the agreement with the subcontractor. Tyler's failure to terminate a subcontractor shall be an event of default under this M&S Agreement, entitling Client to terminate Tyler's contract for cause in accordance with Section 3.1 of this M&S Agreement,. (3) A contract terminated under the foregoing Subsection 16.2(1) or 16.2(2) is not in breach of contract and may not be considered as such. (4) Client or Tyler or a subcontractor may file an action with the Circuit or ••e •. tyler Page 9of20 DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 County Court to challenge a termination under the foregoing Subsection 16.2(1) or 16.2(2)no later than 20 calendar days after the date on which the contract was terminated. (5) If Client terminates the M&S Agreement with Tyler under the foregoing Subsection 16.2(1),Tyler may not be awarded a public contract for at least 1 year after the date of termination of this M&S Agreement. (6) Tyler is liable for any additional costs incurred by Client as a result of the termination of this M&S Agreement under this Section 16. 17. MISCELLANEOUS. 17.1 Binding Effect;No Assignment. This M&S Agreement shall be binding on,and shall be for the benefit of,either party's successor(s) or permitted assign(s).Neither party may assign this M&S Agreement without the prior written consent of the other party; provided, however, the Court's consent is not required for an assignment by Tyler as a result of a corporate reorganization,merger,acquisition,or purchase of substantially all of its assets. 17.2 Notices. All notices, requests, claims, demands and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by email (which is confirmed) or if sent by overnight courier or such other national courier service (providing proof of delivery) to the parties at their respective addresses listed on the signature page of this M&S Agreement. 17.3 Counterparts. This M&S Agreement may be executed in one or more counterparts (including by email or facsimile), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument,and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party or parties. 17.4 Severability. If any provision of this M&S Agreement (or any portion thereof) or the application of any such provision (or any portion thereof)to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof(or the remaining portion thereof) or the application of such provision to any other persons or circumstances. 17.5 Amendment; Waivers. This M&S Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Except as otherwise provided in this M&S Agreement,any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. The failure of any party to this M&S Agreement to assert any of its rights under this M&S Agreement or otherwise shall not constitute a waiver of such rights. 17.6 Governing Law. This M&S Agreement shall be governed by and construed under the laws of the state of Florida, including applicable U.S. federal laws, and regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Venue for any court proceeding shall be in Miami-Dade County, Florida. •f.. tyler Page 10 of 20 •' DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 17.7 No Third-Party Beneficiaries. This M&S Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or { be construed to give to any person, other than the parties hereto and such permitted assigns, any legal or equitable rights, benefits,or remedies hereunder. 17.8 Survival. Expiration or termination of this M&S Agreement for any reason shall not release either party from any liability or obligation set forth in this M&S Agreement which (i)the parties have expressly agreed will survive any such expiration or termination,or(ii) remain to be performed or by their nature would be intended to be applicable following such expiration or termination. 17.9 Entire Agreement. This M&S Agreement together with the schedules referenced herein is a multi-unit integrated agreement and constitutes and the entire understanding between the parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter hereof. The parties agree that the transactions and obligations contemplated thereby are closely intertwined. [Remainder of page is intentionally left blank;signature page to follow] ••:; tyler Page 11 of 20 • DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 IN WITNESS WHEREOF,the parties have caused this M&S Agreement to be duly executed and delivered on its behalf by its representatives thereunto duly authorized as of the Effective Date. By executing this M&S Agreement,each party represents and warrants that all necessary corporate or other authority to execute this M&S Agreement has been obtained and that the person signing the Agreement is authorized to do so and thereby bind that party. Attest: TYLER TECHNOLOGIES,INC.: I By: 9.1-4.1-41Z-r428 By: 3W-4 C;�� Jisel Lopez Name: Name: Sherry Clark Title; Senior Corporate Attorney June 14,2021 Date: Address for Notices: Tyler Technologies, Inc. ' One Tyler Drive Yarmouth,Maine 04096 Attention: Chief Legal Officer Attest: CITY OF MIAMI BEACH: DocuSigned by: By: FABOA0BmpE4GF... - - - --- Rafael E. Granado,City Clerk Dan Gelber, Mayor 6/16/2021 15:36 EDT Date: Address for Notices: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Information Technology Department Director Copy to: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager APPROVED AS TO FORM & LANGUAGE () & FOR EXECUTION ;;--- Aikk\c.,0----- 0 bi (2, ?A.. City Attorney Dote tyler Page 12 or 20 =-'K=^ DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 •••'• • ••• tyler • technologies SCHEDULE 1 TO M&S AGREEMENT Tyler Software Receiving Maintenance and Support Services Client shall receive maintenance and support services under this M&S Agreement for the following Tyler Software Services: • Eden Access Maintenance • • Munis • EnerGov • New World Public Safety ••v:; Vier Page 13 of 20 •• DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 • • Oda, Oa . .:. ter 1 • • technologies SCHEDULE 2 TO M&S AGREEMENT Support Call Process (Munis, EnerGov, Eden) Support Channels Tyler Technologies,Inc.provides the following channels of software support for authorized users: (1) 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. (2) Email —for less urgent situations, users may submit unlimited emails directly to the software support group. (3) Telephone — for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.tylertech.com — for accessing client tools, documentation and other information including support contact information. (2) 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. (3) Program Updates—where development activity is made available for client consumption (4) Tyler University-online training courses on Tyler products Support Availability • Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday)across four US time zones(Pacific, Mountain, Central and Eastern).Clients may receive coverage across these time zones. Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day We will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday •: . tyler Page 14 of 20 DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Issue Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support.Clients may track incidents, using the incident number,through the portal at Tyler's website or by calling software support directly. Incident Priority Each incident is assigned a priority level which corresponds to the client's needs and deadlines. Tyler and the client will reasonably set the priority of the incident per the chart below.This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler Software has been deployed on customer infrastructure or the Tyler cloud.The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a "confirmed support incident" mean that Tyler and the client have successfully validated the reported Defect/support incident. Priority Characteristics of Support Level Incident Resolution Targets Support incident that causes(a) Tyler shall provide an initial response to complete application failure or Priority Level 1 incidents within one(1) application unavailability; (b) business hour of receipt of the incident. Once application failure or the incident has been confirmed,Tyler shall 1 unavailability in one or more of use commercially reasonable efforts to Critical the client's remote location;or resolve such support incidents or provide a (c)systemic loss of multiple circumvention procedure within one(1) essential system functions. business day. For non-hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. ••®� tyler Page 15 of 20 •••• tyler -e= DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 Priority Characteristics of Support Resolution Targets Level Incident Support incident that causes(a) Tyler shall provide an initial response to repeated,consistent failure of Priority Level 2 incidents within four(4) essential functionality affecting business hours of receipt of the more than one user or(b) loss or incident. Once the incident has been corruption of data. confirmed,Tyler shall use commercially 2 reasonable efforts to resolve such support High incidents or provide a circumvention procedure within ten (10)business days. For non-hosted customers,Tyler's responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an Tyler shall provide an initial response to existing circumvention Priority Level 3 incidents within one(1) procedure, or a Priority Level 2 business day of receipt of the incident. Once incident that affects only one the incident has been confirmed,Tyler shall user or for which there is an use commercially reasonable efforts to 3 existing circumvention resolve such support incidents without the Medium procedure. need for a circumvention procedure with the next published maintenance update or service pack,which shall occur at least quarterly. For non-hosted customers,Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes Tyler shall provide an initial response to failure of non-essential Priority Level 4 incidents within two (2) 4 functionality or a cosmetic or business days of receipt of the incident. Once Non- other issue that does not qualify the incident has been confirmed,Tyler shall critical as any other Priority Level. use commercially reasonable efforts to resolve such support incidents,as well as • cosmetic issues,with a future version release. Incident Escalation Option Tyler Technologies' software support consists of four types of personnel: (1) Application Support Representatives:responsible for responding& resolving incidents (2) Application Support Engineers: development staff responsible for providing technical assistance to the support representatives (3) Support Managers: responsible for the management of support teams (4) Support Account Managers:responsible for day to day account management. If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue ••::•. tyler Page 16 of 20 tyler.,.w DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 has elevated since initiation, you may escalate the incident to your Support Account Manager. Your Support Account Manager will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of your database,processes or setup to diagnose a problem or to assist with a question.Tyler will,at its discretion,use an industry-standard remote support tool. Tyler's support team must have the ability to quickly connect to your system and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. ••v e: tyler Page 17 of 20 DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63001972 ••: :®• tyler • technologies SCHEDULE 3 TO M&S AGREEMENT NEW WORLD PUBLIC SAFETY SUPPORT CALL PROCESS If,after you have cut over to live production use of the Tyler Software,you believe that the Tyler Software is Defective, as "Defect" is defined in this M&S Agreement, then you will notify us by phone, in writing, by email, or through the support website. Please reference http://www.tylertech.com/client-support for information on how to use these various means of contact. Support is provided during our established support hours,currently Monday through Friday from 8:00 a.m. to 9:00 p.m. (Eastern Time Zone). Emergency 24-hour per day telephone support, for New World CAD only, seven (7) days per week for Licensed Standard Software. 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. 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. tyler Page 18 of 20 ''o:: DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 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. ••::•. tyler Page 19 of 20 • DocuSign Envelope ID:CACBFFBE-F073-463A-8063-222D63DD1972 • ••• :• ® . tyler . • technologies SCHEDULE 4 TO M&S AGREEMENT MAINTENANCE AND SUPPORT FEES FOR TYLER SOFTWARE SERVICES Product Prorated for 2021 2022 2023 Eden $ 10,848.20 $ 7,387.29 $ 7,756.65 EnerGov $ 96,794.53 $ 401,846.67 $ 421,939.01 Munis $ 90,017.82 $ 378,074.85 $ 396,978.59 NewWorld $ 391,614.08 $ 407,278.64 $ 423,569.79 Total Annual Maintenance $ 589,274.63 $1,194,587.45 $ 1,250,244.04 ••::•. tyler Page 20 of 20 •' =- a•