Amendment No.1 to the Agreement with Tyler Technologies, Inc. Zc2.I - 46 C
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AMENDMENT NO. 1
TO THE AGREEMENT,DATED JUNE 16,2021,BETWEEN
THE CITY OF MIAMI BEACH,FLORIDA AND TYLER TECHNOLOGIES,INC.FOR THE
MAINTENANCE AND SUPPORT OF THE MUMS AND ENERGOV SYSTEMS
4/22/2022 I 4:03 EDT
This Amendment No. 1("Amendment")to the Agreement(defined below)is entered into this day
of ,2022("Amendment Effective Date"),by and between the City of Miami
Beach,Florida,a municipal corporation organized and existing under the laws of the State of Florida,
having its principal place of business at 1700 Convention Center Drive,Miami Beach,Florida 33139
("City"),and Tyler Technologies,Inc.,a Delaware corporation having its principal place of business at
One Tyler Drive,Yarmouth,Maine 04096("Tyler").
This Amendment hereby amends the Agreement as follows:
RECITALS
WHEREAS,ON June 16,2021,the Mayor and City Commission approved an agreement with Tyler
Technologies to consolidate the terms governing the provision of software maintenance and support for
the Tyler Software currently licensed to the City;and
WHEREAS,the parties have now determined that an Amendment is required to remove maintenance and
support for the EnerGov Request&Code Enforcement SDK module and add licensing and maintenance
and support services terms for the Tyler Enterprise Service Requests Interface module.
NOW THEREFORE,in consideration of the mutual promises and conditions contained herein,and other
good and valuable consideration,the sufficiency of which is hereby acknowledged,the City and Tyler
hereby agree to amend the Agreement as follows:
1. ABOVE RECITALS.
To the knowledge of each party hereto,the above recitals are true and convect and are incorporated as part
of this Amendment.
2. MODIFICATIONS. The Agreement is modified as follows:
2.1. Adding Software License and Related Maintenance and Support.Upon the Amendment
Effective Date,Tyler Enterprise Service Requests Interface Software and Maintenance and
Support services are hereby added to the Agreement as set forth in the sales quotation attached
hereto as Exhibit 1 ("Amendment Investment Summary").
2.2. Removal of Maintenance and Support.As of the Amendment Effective Date,annual
maintenance and support for the EnerGov Request&Enforcement Management SDK Tyler r'
Software is terminated.Tyler shall have no further obligation to support,maintain,and update
such software.
2.3. Payment Terms.Payment of fees and costs for the Enterprise Service Requests Interface
Software shall conform to the following terms:
2.3.1.License Fees.License fees are waived.
I.
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2.3.2.Maintenance Fees.The annual maintenance and support fees paid to Tyler by the City for
the EnerGov Request&Enforcement Management SDK Tyler Software,for the remainder
of the annual period ending December 31,2022,shall now apply to the annual maintenance •
and support fees for the Tyler Enterprise Service Requests Interface software. Commencing
January 1,2023,and annually thereafter,maintenance and support fees will be invoiced in
accord with the Agreement. For the avoidance of doubt,the annual fees for the Tyler
Enterprise Service Requests Interface software shall be at the same annual fees as the
EnerGov Request&Enforcement Management SDK software.
2.3.3.Professional Services Fees.Professional Services fees are waived.
2.4. Adding License Grant and Restrictions Terms. The following licensing and restrictions terms
are hereby added to the Agreement.Such terms shall apply to the Tyler Software being added to
the Agreement pursuant to this Amendment,and to all Tyler software licenses hereafter acquired
by the City:
2.4.1. yler grants to the City a license to use the Tyler Software for the City's internal business
purposes only,in the scope of the internal business purposes disclosed to Tyler as of the
Amendment Effective Date. The City 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.
2.4.2.The Documentation is licensed to the City and may be used and copied by the City's
employees for internal,non-commercial reference purposes only.
2.4.3.The City 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.
2.4.4.The license terms in this Amendment apply to updates and enhancements Tyler may
provide to the City or make available to the City under the Agreement.
2.4.5,The right to transfer the Tyler Software to a replacement hardware system is included in the
City's license. The City 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.
2.4.6.Tyler reserves all rights not expressly granted to the City in this Amendment. The Tyler
Software and Documentation are protected by copyright and other intellectual property laws
and treaties. Tyler owns the title,copyright,and other intellectual property rights in the
Tyler Software and the Documentation. The Tyler Software is licensed,not sold.
2.5. Professional Services Terms.The professional services terms below are hereby added to the
Agreement.
2.5.1.Services. Tyler will provide the City the various implementation-related services itemized
in the Amendment Investment Summary.
2.5.2.Additional Services. The Amendment Investment Summary contains the scope of services
to be provided for the Tyler Software being added pursuant to this Amendment. If
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additional work is required,or if the City uses or requests additional services,Tyler will
provide the City 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.
2.5.3.Cancellation.Tyler makes all reasonable efforts to schedule our personnel for travel,if
applicable,including arranging travel reservations,at least two(2)weeks in advance of
commitments. Therefore,if the City cancels services less than two(2)weeks in advance
(other than for Force Majeure or breach by us),the City will be liable for all(a)non-
refundable expenses incurred by us on the City's behalf,and(b)daily fees associated with
cancelled professional services if Tyler are unable to reassign our personnel. Tyler will
make all reasonable efforts to reassign personnel in the event the City cancels within two ,
(2)weeks of scheduled commitments.
2.6. Intellectual Property Infringement Indemnification. The following intellectual property
indemnification terms are hereby added to the Agreement.
2.6.1.Tyler will defend the City against any third party claim(s)that the Tyler Software or
Documentation infringes that third party's patent,copyright,or trademark,or
misappropriates its trade secrets,and will pay the amount of any resulting adverse final
judgment(or settlement to which Tyler consents). The City must notify Tyler promptly in
writing of the claim and give us sole control over its defense or settlement. The City agrees
to provide Tyler with reasonable assistance,cooperation,and information in defending the
claim at Tyler's expense.
2.6.2.Tyler's obligations under this Section 2.6 will not apply to the extent the claim or adverse
final judgment is based on the City's:(a)use of a previous version of the Tyler Software
and the claim would have been avoided had the City installed and used the current version
of the Tyler Software,and Tyler provided notice of that requirement to the City;(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 the City's direction or otherwise permitted by the City;(d)use of the Tyler
Software in contradiction of this Amendment,including with non-licensed third parties;or
(e).willful infringement,including use of the Tyler Software after Tyler notifies the City to
discontinue use due to such a claim.
2.6.3.If Tyler receives information concerning an infringement or misappropriation claim related
to the Tyler Software,Tyler may,at Tyler's expense and without obligation to do so,either:
(a)procure for the City 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 the City will stop running the
allegedly infringing Tyler Software immediately. Alternatively,Tyler may decide to
litigate the claim to judgment,in which case the City may continue to use the Tyler
Software consistent with the terms of this Amendment.
2.6.4.if an infringement or misappropriation claim is fully litigated and the City's 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 Tyler consents),Tyler will,at our option,either:(a)
procure the right to continue its use;(b)modify it to make it non-infringing;(c)replace it {{s
with a functional equivalent;or(d)terminate the City's license and refund the license fees
paid for the infringing Tyler Software,as depreciated on a straight-line basis measured over
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seven(7)years from the Amendment Effective Date. Tyler will pursue those options in the
order listed herein. This section provides the City's exclusive remedy for third party
copyright,patent,or trademark infringement and trade secret misappropriation claims.
3. RATIFICATION.
Except as amended herein,all other terms and conditions of the Agreement shall remain unchanged and
in full force and effect. In the event there is a conflict between the provisions of this Amendment and the
Agreement,the provisions of this Amendment shall govern.
IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed by their
appropriate officials,as of the date'first entered above.
FOR THE CITY OF MIAMI BEACH,-FLORIDA:
ATTEST:
DocuSigned by: DocuSigned by:
By: rafatt arts ak a.t . f/a1A.:d
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Rafael E.Granado Mark Taxis
City Clerk Assistant City Manager
4/22/2022 I 4:03 EDT 4/22/2022 I 3:39 EDT
Date Date
FOR TYLER TECHNOLOGIES,INC.:
Al 1 EST:
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By: -� AA/4k_
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Print Name/Title Print N e/Title C -�)
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Da e• Date
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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4 City Attorney* Date
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Exhibit 1
Exhibit 1
Amendment Investment Summary
The following Amendment Investment Summary details the software and services to be delivered by
Tyler to the City under this Amendment. This Amendment Investment Summary is effective as of the
Amendment Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to
such terms in the Agreement.
In the event a comment in the following sales quotation conflicts with a provision of this Amendment,the
provision in this Amendment shall control.
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t� �� Quoted By: Josh McKelvey
PCs Quote Expiration: 7/25/22
es technologies ESR Interface EverGreen from
Quote Name: EnerGov Code/Request SDK
Sales Quotation For:
City of Miami Beach
1700 Convention Center Dr
Miami Beach FL 33139-1824
Phone:+1(3051 673-7000
Tyler Software
Year One
IDesui ton License Users/Units Module Total Maintenance
Enterprise Permitting&Licensing Extensions =
Enterprise Service Requests Interface $0 1 $0 $1,340
TOTAL $0 $1,340*
*The Enterprise Service Request Interface ("ESR Interface), pursuant to this sales quotation will replace the EnerGov Request and Enforcement SDK Module in the existing agreement. Therefore, the addition of the ESR Interface as a replacement to the EnerGov Request and
Enforcement SDK Module will not have an impact(neither increase nor decrease)on the current Annual Maintenance and Support agreement costs.
Professional Services
Extended
:Description ;QLiantity Unit;Price Price M4intenanc-
Professional Services -
Enterprise Service Requests Interface Implementation 24 $0 $0 $0
ESR Development Services(Interface Toolkit Consulting) 8 $0 $0 $0
TOTAL: S 0 S 0
2022-301554-54C6Y9 Page 1
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Summary One Time Fees Recurring Fees
Total License Fees $0 $1,340
Total Services $0 $0
Total Third-Party Hardware,Software,Services $0 $0
Summary Total $0 $1,340
Contract Total $1,340
Customer Approval: Date:
Print Name: P.O.ti:
Client agrees that items in this sales quotation are,upon Client's signature or approval of same,hereby added to the existing agreement("Agreement")
between the parties and subject to its terms.Additionally,payment for said Items,as applicable but subject to any listed assumptions herein,shall conform
to the following terms: '
• License fees for Tyler and third party software are invoiced upon the earlier of(i)delivery of the license key or(II)when Tyler makes such software
available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
• Annual Maintenance and Support fees,SaaS fees,Hosting fees,and Subscription fees are first payable when Tyler makes the software available for
download by the Client(for Maintenance)or on the first day of the month following the date this quotation was signed(for SaaS,Hosting,and
Subscription),and any such fees are prorated to align with the applicable term under the Agreement,with renewals invoiced annually thereafter in
accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below.
o implementation and other professional services fees shall be invoiced as delivered.
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• Expenses associated with onsite services are invoiced as incurred.
Comments
City of Miami Beach is upgrading EnerGov and adopting EnerGov HTML5 Apps.As a result,they are migrating processes currently managed in the EnerGov Request
Module to Enterprise Service Requests('ESR`).Miami Beach currently utilizes the EnerGov Request&Code Enforcement SDK to enable an integration with EnerGov
Request Module and a non-Tyler Issue Reporting solution.As part of their migration from Request Module to ESR,Miami Beach will need to develop a custom
integration between ESR and their non-Tyler Issue Reporting solution using the ESR Interface Toolkit(fke'Tyler 311 API Toolkit").This investment summary and its
associated amendment serve as documentation of the°EverGreening'of EnerGov Request&Code Enforcement SDK to the ESR Interface Toolkit Tyler will also provide
up to 24 hours of Implementation Consulting services and B hours of ESR Developer Consulting services to assist with the transition,just as it would if a customer was
purchasing the ESR Interface Toolkit.
Annual Maintenance/Support fees for the Enterprise Service Requests Interface toolkit have been discounted to match what's been paid through 12/31/22 for the
EnerGov Request&Code Enforcement SDK.The addition of this software license is net neutral and will not have any impact(neither increase nor decrease)on the current
Annual Maintenance and Support agreement.
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Contract/Document Routing Pcrin
v\IAMLBEA.CH
2021-31666 AMENDMENT NO.1 THE CITY OF MIAMI BEACH,FLORIDA AND TYLER TECHNOLOGIES,INC.FOR THE
MAINTENANCE AND SUPPORT OF THE MUNIS AND ENERGOV SYSTEMS
Contractor Requesting Department
TYLER TECHNOLOGIES,INC. Information Technology
Department Director Name-&Signature ACM Name&Signature
Doasi°nedK - Dowsgned oy:
Frank Quintana C �� Mark Taxis CHe ED<A9B15C236489_. E9ACDSISF2AMIA_
Document Type(Select One)
Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
X Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement
Type 5—'Grant agreements with the City as the grantor Other:
Summary&Purpose
On April 29,2021,the Mayor and City Commission adopted Resolution No.2021-31666 approving an agreement with Tyler Technologies,Inc.
which included the maintenance and support of all Tyler products used by the City, including EnerGov.The IT Department requires the
replacement of EnerGov Request&Code Enforcement SDK module with Tyler Enterprise Service Requests Interface("ESR Interface")module
in order to improve functionality.
The fiscal impact of the Amendment 1 to the Agreement is$0. City Policy allows contracts and amendments totaling less than$50,000 to be
approved by the Assistant City Manager for the requesting department.
Original Term Renewal Periods Total Term(Original+Renewals)
One(1)year Four(4)one-year renewals Five(5)years
Funding Information
Grant Funded: I I Yes I No I I State I I Federal I I Other: I
Cost&Funding Source
Year Annual Cost Account Require Enhancement
1 This Amendment is a net$0.There is no additional cost to Yes No
executing this amendment.
2 Yes No
3 Yes No
4 Yes No
5 - Yes No
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.3.Budget approval
indicates approval for the current fiscal year only.Future years are subject to City Commission approval of the annual adopted operating
budget.
Authority to Sign
City Commission Approved: Yes X No Resolution No.: CC Agenda Item No.: CC Meeting Date:
If no,explain why CC approval is not required:
The Amendment is a net$0 cost.Pursuant to Administrative Order 03.02,amendments with a value less than$50,000 may be approved by
the ACM.
Legal Form Approved: I X I Yes I I No I If no,explain below why form approval is not necessary:
Compliance Approvals(see attached)
Procurement: —Dneuswwned e, Grants: N/A
Budget: `F1E'AiBEE4Ep Information Technolog
y: �oowsffre((n�ed ey
Risk Management: N/A Fleet&Facilities: ,—E.6q/A3845C234488_.
Human Resources: N/A Other: N/A/
r DS
Reviewed by Al an Gonzalez
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••
11 tyler
technologies
MAINTENANCE AND SUPPORT AGREEMENT
This Maintenance and Support Agreement(this"M&SAgreement")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.
••:,:: tyler
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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.
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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
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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
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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 TylerSoftware 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.
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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 ATHEORY 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
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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 Liability Insurance,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
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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:
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(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-VERIFV.
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
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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.
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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]
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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.:
By: G ":2,1'%B�OL2 By: �2�elaA i
Jisel Lopez
Name: Name: Sherry Clark
June 14,2021 Title: Senior Corporate Attorney
• Date:
Address for
Notices: Tyler Technologies, Inc.
One Tyler Drive
Yarmouth,Maine 04096
Attention:Chief Legal
Officer
Attest: 2 CITY OF MIAMI BEACH:
DocuSigned by:
Ka tta Groun,a1
By. FABaBA0BrooE4CF..
Rafael E.Granado,City Clerk Dan Gelber, Mayor
6/16/2021 I 5:36 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
G & FOR EXECUTION
Tit �1� Dote ••�•• tYler
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f ,
•
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• 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
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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.tvlertech.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
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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.
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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
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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.
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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.tvlertech.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 specialists)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.
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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.
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••••••• 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
•
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RESOLUTION NO. 2021-31666
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE CONSOLIDATION OF THE
FOLLOWING AGREEMENTS UNDER THE TYLER MAINTENANCE AND
SUPPORT AGREEMENT (MSA) AS A SOLE-SOURCE PURCHASE,
PURSUANT TO SECTION 2-367(d) OF THE CITY CODE, FOR SOFTWARE
MAINTENANCE AND SUPPORT SERVICES: (I) EDEN LICENSE AND
SERVICES AGREEMENT, DATED JUNE 7, 2004; (Il) NEW WORLD PUBLIC
SAFETY LICENSE AND SERVICES AGREEMENT, DATED JANUARY 23,
2008; (III) MUNIS, ENERGOV AND EDEN ACCESS MAINTENANCE LICENSE
AND SERVICES AGREEMENT, DATED OCTOBER, 10, 2014; AND (IV) NEW
WORLD MAINTENANCE AND SUPPORT AGREEMENT, DATED APRIL 29,
2016; AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE THE
CONSOLIDATED MSA, BASED UPON THE ESSENTIAL TERMS SET FORTH
IN THE CITY COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION, FOR AN INITIAL TERM OF ONE (1)YEAR,WITH UP TO FOUR
(4) ADDITIONAL ONE-YEAR RENEWAL TERMS, FOR A TOTAL ANNUAL
COST NOT TO EXCEED THE AMOUNT APPROPRIATED FOR THE
CONSOLIDATED MSA THROUGH THE CITY'S BUDGETARY PROCESS;AND
FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE ANY
AND ALL DOCUMENTS OR AGREEMENTS WHICH MAY BE REQUIRED TO
IMPLEMENT THIS CONSOLIDATION.
WHEREAS, on April 14, 2004, the Mayor and City Commission adopted Resolution No.
2004-25546, which approved and authorized the City to execute an Agreement with Eden
Systems to provide, install, and support of the City's EDEN enterprise recourse planning (ERP)
software; and
WHEREAS, on January 16, 2008, the Mayor and City Commission adopted Resolution
No. 2008-26744, which approved and authorized the City to execute an Agreement with New
World Systems to provide, install, and support and integrated public safety dispatch and records
systems; and
WHEREAS, on October 10, 2014, the Mayor and City Commission adopted Resolution
No. 2014-28707 which approved and authorized the City to execute an Agreement with Tyler
Technologies, Inc. ("Tyler Technologies"), to replace the City's current Eden enterprise resource
planning ("ERP")system and the City's current permitting system, known as Permits Plus; and
WHEREAS, on March 9, 2016, the Mayor and City Commission adopted Resolution No.
2016-29333, which authorized the City Manager and City Clerk to execute a Standard Software
Maintenance Agreement with Tyler Technologies Inc. (previously, New Word System Corp.), to
provide, install, and support and integrate public safety dispatch and records systems; and
WHEREAS, under the scope of the new Enterprise Agreement between the City and Tyler
Technologies(the"MSA"), the City uses Tyler Technologies products to run many critical internal
systems, including Enterprise Resource Planning (ERP), 911, public safety services, permitting,
and code compliance; and
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WHEREAS, Munis provides ERP functionality across many of the City' s core business
processes, including finance, budget, procurement and human resources; and
WHEREAS, in 2014, Munis also replaced the City's legacy ERP system, Eden; and
WHEREAS, Eden is utilized by the City for its utility billing services, which services have
not been migrated to Munis like other City functions, causing the City to incur additional yearly
costs associated with support services and software maintenance, until such time that a transition
occurs; and
WHEREAS, EnerGov provides software solutions for many City departments, including
Building, Planning, and Code Enforcement, which software is used in processes such as plan
reviews, inspections, code enforcement and cashiering; and
WHEREAS, New World provides the City's Public Safety Departments with software
maintenance, technical support, and software updates for the Computer Aided Dispatch System
(911), Fire Records Management System, Police Records Management System, Mobile
Computing, Real-Time Messaging and other components required to'meet life safety services for
the general public; and
WHEREAS, Tyler Technologies is the successor in interest to Eden Systems, Inc. and
New World Systems Corporation,and is the contracting party for the EnerGov and Munis systems
(collectively, the"Tyler Technologies Entities"); and
WHEREAS, only Tyler Technologies is able to provide the maintenance and software
upgrades for the services that the City currently has in place under the current agreements with
_the Tyler Technologies Entities, as the systems are proprietary to Tyler Technologies; and
WHEREAS, the essential terms of the proposed consolidated MSA for
maintenance, support and software upgrade services are as follows:
• The early termination of the current agreements with Tyler Technologies Related
Entities without penalties;
• a one year maintenance contract, with automatic renewals for a maximum of five
one year terms, unless a notice of termination is provided 90 days in advance;
• termination for cause with 90 day notice to cure;
• termination for lack of appropriation during the City's annual budgetary cycle;
• proration and alignment of contracts to January 1st;
• standardized maintenance and support level agreement language (SLA) for all
product that covers appropriate response times, support channels, resource
availability, incident escalation, resolution targets and terms of engagement,
inclusive of security measures for support services; and
• yearly not to exceed increases in maintenance contracts for product lines, in
accordance with industry best practices, as follows:
• New World Systems will not exceed a yearly 4% increase per year; and
• Eden, EnerGov, and Munis will not exceed a 5% increase per year; and
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WHEREAS, the Administration would like to consolidate all of the foregoing agreements
with the Tyler Technologies Related Entities under the MSA, in order to(i)bring all non Software
As A Service (SaaS) products into one agreement; (ii) receive the benefit of the economies of
scale;(iii)standardize the business provisions for all the services;and(iv)extend the consolidated
MSA, on a coterminous basis,for an initial term of one(1)year,with up to four(4)additional one-
year renewal terms, for a total annual cost not to exceed the yearly appropriation for the MSA
during the City's budgetary process; and
WHEREAS, based on the aforementioned benefits, the City Manager recommends
approving the consolidation of the agreements with the Tyler Technologies Entities under the
MSA.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve the consolidation. of the following agreements under the Tyler .
Maintenance and Support Agreement(MSA) as a sole-source purchase, pursuant to section 2-
367(d) of the City code, of software maintenance and support services: (i) Eden License and
Services Agreement, dated June 7, 2004; (ii) New World Public Safety License and Services
Agreement, dated January 23,2008; (iii)Munis, Energov and Eden Access Maintenance License
and Services Agreement,dated October, 10,2014;and(iv)New World Maintenance and Support
Agreement, dated April 29, 2016; and authorize the City Manager to negotiate the.consolidated
MSA, based upon the essential terms set forth in the City Commission Memorandum
accompanying this Resolution,for an initial term of one(1)year,with up to four(4)additional one-
year renewal terms, for a total annual cost not to exceed the amount appropriated for the
consolidated MSA through the City's budgetary process;and further authorize the Mayor and City
Clerk to execute any and all documents or agreements which may be required to implement this
consolidation.
PASSED and ADOPTED this o2/ day of Jt/ 2021
ATTEST:
Dan Gelber, Mayor
g 3e2
Rafael . Gran do, ity lerkorAve '5
•
l'INCORP ORATED.'
H26;d
APPROVED AS TO
FORM & LANGUAGE
T:\AGENDA\2016\October\Information Technology\Tyler Amendment 5 Resolution.docx &FOR EXECUTION
City Attorney II Date
IS 1
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Resolutions-C7 H
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Raul J.Aguila, Interim City Manager
DATE: April 29,2021
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE CONSOLIDATION OF
THE FOLLOWING AGREEMENTS UNDER THE TYLER MAINTENANCE
AND SUPPORT AGREEMENT (MSA), AS A SOLE-SOURCE PURCHASE,
PURSUANT TO SECTION 2-367(D)OF THE CITY CODE, FOR SOFTWARE
MAINTENANCE AND SUPPORT SERVICES: (1) EDEN LICENSE AND
SERVICES AGREEMENT, DATED JUNE 7, 2004; (2) NEW WORLD PUBLIC
SAFETY LICENSE AND SERVICES AGREEMENT, DATED JANUARY 23,
2008; (3) MUNIS, ENERGOV AND EDEN ACCESS MAINTENANCE
LICENSE AND SERVICES AGREEMENT, DATED OCTOBER 10,2014;AND
(4) NEW WORLD MAINTENANCE AND SUPPORT AGREEMENT, DATED
APRIL 29, 2016;AUTHORIZING THE ADMINISTRATION TO NEGOTIATE A
CONSOLIDATED MSA, BASED UPON THE ESSENTIAL TERMS SET
FORTH IN THE CITY COMMISSION MEMORANDUM ACCOMPANYING
THIS RESOLUTION, FOR AN INITIAL TERM OF ONE (1) YEAR, WITH UP
TO FOUR (4)ADDITIONAL ONE-YEAR RENEWAL TERMS, FOR A TOTAL
ANNUAL COST NOT TO EXCEED THE AMOUNT APPROPRIATED FOR '
THE CONSOLIDATED MSA THROUGH THE CITY'S BUDGETARY
PROCESS;AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK
TO EXECUTE ANYAND ALL DOCUMENTS OR AGREEMENTS WHICH MAY
BE REQUIRED TO IMPLEMENT THE MSA. "
RECOMMENDATION
Adopt the Resolution.
BACKGROUND/HISTORY
On April 14, 2004 the Mayor and City Commission adopted Resolution No. 2004-25546,which
approved and authorized the City to execute an Agreement with Eden Systems to provide,
install,and support of the City's EDEN enterprise recourse planning (ERP)software.
On January 16, 2008, the Mayor and City Commission adopted Resolution No. 2008-26744,
which approved and authorized the City to execute an Agreement with New World Systems to
provide, install,and support and integrated public safety dispatch and records systems.
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On October 10, 2014, the Mayor and City Commission adopted Resolution No. 2014-28707
which approved and authorized the City to execute an Agreement with Tyler Technologies, Inc,
to replace the City's current Eden enterprise resource planning ("ERP") system and the City's
current permitting system,known as Permits Plus.
On March 9,2016,the Mayor and City Commission adopted Resolution No.2016-29333,which
authorized the City Manager and City Clerk to execute a Standard Software Maintenance
Agreement with Tyler Technologies Inc. (previously, New Word System Corp.), to provide,
install, and support and integrated public safety dispatch and records systems.
ANALYSIS
The City uses Tyler Technologies products to run many critical internal systems, including
Enterprise Resource Planning (ERP), 911, public safety services, permitting, and code
compliance. The following systems are encompassed in the new Enterprise Agreement
between the City and Tyler Technologies:
(1)Munis provides ERP functionality across many of the City' s core business
processes, including finance, budget, procurement and human resources. Munis
replaced the City's legacy ERP system, Eden, in 2014. The replacement of the Eden
ERP was a key part of the Administration' s goal of re- engineering core business
processes to maximize efficiencies and service to constituents, as well as improve
internal controls.
(2) Eden is utilized by the City for its Utility Billing services. These have not been
migrated to Munis like other City functions, and as such, yearly maintenance must be
paid for support services and software maintenance until such time that a transition
occurs.
(3) EnerGov provides software solutions for many City departments, including
Building, Planning, and Code Enforcement. Processes such as plans review,
inspections, code enforcement and cashiering are all processed within EnerGov.
Additionally, Business Licenses are also managed in EnerGov,which will facilitate and
simplify the issuance and renewal of Business Tax Receipts. The EnerGov solution also
includes a Citizen Access Portal for online BTR submission and renewal, permit & plans
submission, and inspection scheduling. EnerGov provides a seamless interface with Munis
and the Tyler Cashiering component will provide a continuous interface that will allow for
real time cashiering in both Munis and EnerGov.
(4)New World provides the City's Public Safety Departments with software
maintenance,technical support,and software updates for the Computer Aided Dispatch
System (911), Fire Records Management System, Police Records Management
System,_Mobile Computing, Real-Time Messaging and other components required to
meet life safety services for the general public. These systems are critical to the
operational and planning activities of the Police Department, Fire Department and
Emergency Management.
The City currently pays yearly maintenance to Tyler Technologies for the aforementioned
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products as separate agreements. The current agreements include multiple amendments,
expire on different dates, offer disparate service level agreements, and do not offer
standardized yearly maintenance increase caps.
Tyler Technologies is the successor in interest to Eden Systems, Inc. and New World
Systems Corporation, and is the contracting party for the EnerGov and Munis systems
(collectively, the "Tyler Technologies Entities"). Only Tyler Technologies is able to provide
the maintenance and software upgrades for the services that the City currently has in place
under the current agreements with the Tyler Technologies Entities, as the systems are
proprietary to Tyler Technologies.
The purpose of this item,and the intent of the MSA with Tyler Technologies,would bring all
non Software As A Service (SaaS) products into a consolidated contract The new MSA
would replace the current disparate terms of the separate contracts and amendments as
well as streamline the renewal process and standardize terms . .
The basic terms and conditions of the proposed MSA for maintenance, support and software
upgrade services are outlined below:
• The early termination of the current agreements with Tyler Technologies Entities without
penalties;and
• a one year maintenance contract, with automatic renewals for a maximum of five one year
terms, unless a notice of termination is provided 90 days in advance;and
• 'temination for cause with 90 day notice to cure;and
• termination for lack of appropriation during the City's annual budgetary cycle;and
• proration and alignment of contracts to January 1st;and
• standardized maintenance and support level agreement language (SLA) for all product that
covers appropriate response times, support channels, resource availability, incident
escalation, resolution targets and terms of engagement, inclusive of security measures for
support services;:and
• yearly not to exceed increases in maintenance contracts for product lines, in accordance with
industry best practices,as follows;and
• New World Systems will not exceed a yearly 4%increase per year.
• Eden, EnerGov,and Munis will not exceed a 5%increase per year.
CITY MANAGER RECOMMENDATION
Based upon the foregoing, the City Manager recommends that the Mayor and City
Commission authorize the City Manager to negotiate an agreement consolidating the (1)
Eden License and Services; (2) New World Public Safety License and Services; (3)
Munis, EnerGov and Eden Access Maintenance and Service; and the (4) New World
Maintenance and Support agreement under the MSA, as.a sole-source purchase, based
upon the essential terms set forth above.
SUPPORTING SURVEY DATA
N/A
CONCLUSION
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Applicabl Area
Citywide
Is this a"Residents Right Does this item utilize CEO.
to Know" item.pursuant to Bond Funds?
City Code Section 2-14?
No No
Strategic Connection
Organizational Innovation-Maximize the use of innovative technology.
Legislative Tracking
Information Technology
ATTACHMENTS:
Description
o Formed Approve Resolution
o Sole Source Letter
•
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•
tyler
:$
• technologies
One Tyler Drive
Yarmouth,ME 04096
P:800.772.2260
F:207.781.2459
March 10,2021
•
Alian Gonzalez CPPB,Contract Compliance Administrator
1755 Meridian Avenue
3rd Floor
Miami Beach,FL 33139
RE: Renewal Agreement between the City of Miami Beach,FL and Tyler.
Technologies,Inc.
Dear Mr.Gonzalez:
Please accept this letter as confirmation that Tyler Technologies,Inc.is the sole
provider of the Tyler Eden,MUNIS,EnerGov,and New World Public Safety software.
Additionally,Tyler is the only party authorized to support,and update or modify the
software.
Tyler is the sole developer and implementer of the Tyler Eden,MUNIS,EnerGov,and
New World Public Safety software.
Please let me know if you have any additional questions.
Regards,
Cf
Sherry Clark •
Senior Corporate Attorney
•
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