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New World Systems Corporation Standard Software Maintenance Agreement 020(6- A9333 NEW WORLD SYSTEMS CORPORATION STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement(SSMA)between New World Systems Corporation(New World)and Miami Beach,FL(Customer)sets forth the standard software maintenance support services provided by New World. In addition to Standard Software,this SSMA also includes maintenance support services for Custom software as detailed in Section 7. Except as set forth herein,the terms of the original agreement,dated January 22,2008,between New World and Customer,shall govern the relationship between the parties hereto. 1.Service Period This SSMA shall remain in effect for a period of up to five(5)years from(start date) 1/1/16 to(end date) 12/31/18. The initial term of this SSMA shall have duration of three(3)years,and the parties hereto shall be entitled to extend the SSMA for up to two(2)one-year renewal terms. 2. Services Include The following services or features are available under this SSMA: (a) Upgrades,including new releases,to the Licensed Standard Software(prior releases of Licensed Standard Software application packages are supported no longer than eighteen(18)months after a new release is announced by New World). (b) Temporary fixes to Licensed Standard Software(see paragraph 6 below). (c) Revisions to Licensed Documentation. (d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m.to 8:00 p.m.(Eastern Time Zone). (e) Invitation to and participation in user group meetings. (f) Emergency 24-hour per day telephone support,for Aegis Law and Fire CAD and Law Enforcement Records only,seven(7)days per week for Licensed Standard Software.Normal service is available from 8:00 a.m.to 8:00 p.m.(Eastern Time Zone).After 8:00 p.m.,the Aegis Law and Fire CAD and Law Enforcement Records phone support will be provided and a New World support representative will respond to CAD and Law Enforcement Records service calls within 30 minutes of call initiation. (g) Includes ESRI Integration for the ESRI software that is part of Exhibit A Licensed Standard Software. Items a,b,and c above will be provided to Customer by electronic means. Additional support services are available as requested by Customer using the then-current hourly rates or applicable fees. 3. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,these changes or modifications(no matter who makes them)make the modified Licensed Standard Software more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request,then the additional New World maintenance or support services provided shall be billed at the then-current hourly fees plus reasonable expenses. 4. Billing Maintenance costs will be billed annually as detailed on the following page. 5.Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the SSMA per the terms of the contract adding the software. Maintenance costs for the additional software will be billed to Customer (Rev SSMA 03/06) CONFIDENTIAL Miami Beach,FL on a pro rata basis for the remainder of the current maintenance year and on a full year basis thereafter. 6. Requests for Software Correction on Licensed Standard Software in Production If, after Customer has cutover to live production use of the Licensed Standard Software, Customer believes that the Licensed Standard Software does not conform to the current specifications set forth in this Agreement and the then-current New World user manuals for standard licensed software, or New World Customer Requirements Documentation for custom software, Customer shall notify New World by phone, in writing, by email, or through the New World support website, that there is a claimed defect and specify what it believes to be defective. Documented examples of the claimed defect must accompany each notice. New World shall review the documented notice and when system operation, a feature or report, or any other feature or function of the Licensed Standard Software does not conform to the published specifications, New World shall provide software correction service at no charge. (See Section 4.0 ("Warranties and Representations") of the Agreement for the New World warranties provided). A custom request for change to Licensed Standard Software to include functionality which is not part of the software design,is handled as a billable Request For Service (RFS) (see Exhibit B — Project Management, Installation and Training Support Services and Fees, paragraph 5). Customer may submit software enhancement suggestions for New World to consider. If New World, at its discretion,decides to add a software feature as a result of Customer's software enhancement suggestion,the feature will be added as Licensed Standard Software and there will be no additional charge. During the term of this SSMA, and only after Customer has cutover to live production use of the Licensed Standard Software, New World shall furnish error, defect, fault, performance degradation, operation or malfunction correction in accordance with the Priority Categories below, based on Customer's determination of the severity of the error defect, fault, performance,operation or malfunction and New World's reasonable analysis of the priority of the Error,defect,fault,performance degradation,operation or malfunction. (a) Priority 1:An Error, defect,fault,performance degradation, operation or malfunction which renders the Licensed Standard Software inoperative; or causes the Licensed Standard Software to fail catastrophically. After initial assessment of the Priority 1 Error, defect, fault,performance degradation, operation or malfunction by a New World Call Center analyst, if required, New World shall assign a qualified product technical specialist(s) within one (1) hour, to diagnose and correct the Error, defect, fault, performance degradation, operation or malfunction. New World shall work continuously to make the correction, and shall provide ongoing communication to Customer concerning the status of the correction until the Licensed Standard Software is restored to operational status and confirmed as such by Customer. Immediately after notification of the Priority 1 event by Customer, New World shall offer to Customer workaround solutions, including patches, configuration changes, and operational adjustments and reverting to prior version of New World's software. The goal for correcting a Priority 1 event is 24 hours or less. (b) Priority 2:An Error, defect,fault,performance degradation, operation or malfunction which substantially degrades the performance of the Software, but does not prohibit Customer's use of the Licensed Standard Software. (Rev SSMA 03/06) CONFIDENTIAL Miami Beach,FL New World shall assign a qualified product technical specialist(s) within four (4) hours, to diagnose and correct the Error,defect,fault,performance degradation,operation or malfunction. New World shall work diligently to make the correction,and shall provide ongoing communication to Customer concerning the status of the correction until the Licensed Standard Software is restored to operational status and confirmed as such by Customer. Immediately after notification of the Priority 2 event by Customer, New World shall offer to Customer workaround solutions,including patches,configuration changes,and operational adjustments and reverting to prior version of New World's software. The goal for correcting a Priority 2 event is to include a correction in the next Licensed Standard Software release. (c) Priority 3: An Error, defect,fault, performance degradation, operation or malfunction which causes only a minor impact on the use of the Licensed Standard Software. New World may include a correction in subsequent Licensed Standard Software releases. Customer may contact the following New World resources for management level issue resolution escalation: Vice President of Professional Services,Michael Aloe Vice President of Product Support,Erin Miller Vice President of Product Vision,Brian Leary The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by any party other than New World; b) situations where Customer's use or operations error causes incorrect, operation, performance,information or reports to be generated;and c) requests that go beyond the scope of the Specifications set forth in this Agreement and the then-current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for MSP Server New World agrees to provide software maintenance at the costs listed below for the following New World Standard Software and Custom Software packages licensed by the Customer: Application Package Number of Modules 1. Aegis® Computer Aided Dispatch(CAD) 18 2. Aegis® Law Enforcement Records Software 21 3. Aegis® Fire.Records Software 2 4. Aegis® Public Safety Interface Software 8 5.Aegis® Data Analysis/Crime Mapping/Mgt Reporting 1 6. Aegis® Decision Support Software 2 7. Aegis® Mobile Management Server Software 3 8. Aegis® Mobile Software on the RS6000 4 9. Aegis® Mobile Client Laptop Software 8 10. Aegis® Mobile Software on the 400 or MSP Server 1 11. Aegis® Site License 1 12. Aegis® ESRI Embedded Applications-New 1 13. Aegis® ESRI Embedded Applications-Upgrade 1 (Rev SSMA03/06) CONFIDENTIAL Miami Beach,FL 14.Aegis® Custom Interfaces(Thinkstream,TripTix,and RSI) 3 ANNUAL MAINTENANCE COST(5-Year Plan,Billed Annually) Year 1 $328,025—due 01/01/2016*Note I Year 2 $337,697—due 01/01/2017*Note I Year 3$347,660—due 01/01/2018*Note 1 and Note 4 Year 4$357,922—due 01/01/2019(This year is optional)*Note I Year 5$368,492—due 01/01/2020(This year is optional)*Note 1 1. Includes 40 hours of Support Services at$140/Hour for the Period Covered. Prepaid services can be used toward services,training and upgrade support. Any unused prepaid support hours will carryover into the following annual PSMA period. All unused carryover hours will expire at the end of the 5 year PSMA contract period. Customer has the option to notify New World,prior to annual invoice,the right to increase the 40 hours to a higher amount of 60 or 80 hours at the rate of$140/hr. 2. Support Services are defined on your original Exhibit B. Travel costs are not included. The hours to be provided at schedules mutually agreeable to Customer and New World. 3. Pricing above includes maintenance for the PulsePointe Interface added with the 11/20/15 upgrade contract,however,pro-rated maintenance costs will not be billed until after the 90 day warranty period,per the contract. 4. Year 3 is optional if and only if New World does not deliver the New World release that includes the ERF enhancements within 12 months of execution of this agreement,and if the FRF enhancements are accepted by the City of Miami Beach.Acceptance is defined by the software meeting the specifications as described in the ERF Requirements Document. Note: Unless extended by New World,the above costs are available for 90 days after submission of the costs to Customer. After 90 days, New World may change the costs. ALL INVOICES ARE DUE FORTY-FIVE(45)DAYS FROM BILLING DATE. 8. Terms and Conditions This Agreement is covered by the Terms and Conditions specified in the Licensing Agreement(s)for the software contained herein. Additionally,New World will abide by the Miami Beach City's Runzheimer's benchmark travel cost standard for future travel. ACCEPTED BY: • PT CC Y: , 1,-� teat--NJ-D I- 61 e), /A)c- Customer: Miami Beac /FL • . - . • - I-sora ion Name: _ Name: a Title: a ' I I Title: VP 4 Sst%ci Cd< L:LLL-1 Date: "f ( 2i (t .' Date: 4/2 S^/Z-c'1 By signing above,each of us agrees to the terms and conditions of this Agreement and as incorporated herein. Each individual signing represents that(s)he has the requisite authority to execute this Agreement on behalf of the organization for which(s)he represents and that all the necessary formalities have been met.If the individual is not so authorized then(s)he assumes personal liability for compliance under this Agreement. ATTEST: ���.`oxilmv4 i 4.+'' ���1 .... ... re. Al 5 $h; �••.•• • Gl �\Or & iGE APPROVED AS TO Ri�'I,,�� \ (Rev SS'�t4�c3y(4$� nado, tty C1 � r±,�r� , .� t F09, XEC ION Miami Beach, FL • .1, . 0: $ k ----- - (- fi(-2 •• _%ity Attorney Date C `/ r* New World Systems' 71*P&lic.Sir:ur ;�turtrcCmipms Document#: 1403-16A2A April 12,2016 Attention: City of Miami Beach and Miami Beach Fire Department Subject: Letter of Understanding(LOU) Regarding PulsePoint Interface Email Enhancement Whereas, New World Systems ("New World") and the City of Miami Beach ("Customer") are engaged in renewal negotiations for the Standard Software License and Services Agreement("the Agreement")covering January 1,2016— December 31,2018,and in mutual consideration,the Parties hereby agree to the following: 1. Upon execution of the Agreement,New World agrees to deliver PulsePoint Interface Email Software enhancement as defined by the below: a) If the connection to PulsePoint is lost,New World will send a single email to the Customer's configured email address. No additional emails will be sent until the connection is reestablished. Once the connection is reestablished,a confirmation email will be sent to the Customer's configured email address. b) If an individual call fails (typically because of invalid configuration), an email will be sent to the Customer's configured email address.No more emails will be sent related to that call. If multiple calls fail(not related to a connection issue),a single email will be sent for each call. 2. New World will deliver the PulsePoint Email enhancement to the City within 120 days of execution of the Agreement. Lam l vt oCz a //VC . • i V - i =a= i =41Y• ' ON CITY OF MIAMI BEAC FL tNevv-Werld) (Customer) f Signature: �� g 1 �� -� S i,nature: _ � Name: t t)I?i'? Name: . 1 0/ U S rn Title: 7 ( flcle' Title: l r 0,1 I'i Date: 472-F12-0/ Date: '{ 2:1 (l (• t APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION City Attorney Date Iv� Confidential Page 1 of 1 Miami Beach, FL Licensed Application Software At December,2015 1. Aegis®Computer Aided Dispatch(CAD) -Combined LE/Fire/EMS CAD MSP -Base -CAD Messaging Module -Call Scheduling Module -Call Stacking Module -Dispatch Questionnaire Module -Geo-File Verification Module -Hazard and Location Alerts Module -Interface to Aegis®Law Enforcement Records Module -Interface to Aegis®Fire Records Module -Note Pads Module -Rip-N-Run Module -Run Cards Module -Tone Alerts Module -Unit Control Panel Module -Unit Recommendation Module -CAD Mapping MSP -Service Vehicle Rotation MSP -Pre-Arrival Questionnaire Interface-EMD 2. Aegis®Law Enforcement Records Software -LE Records Single Jurisdiction Base MSP -Base -Accidents Module -Arrest Module -Business Registry Module -Case Processing Module -Computer Aided Investigations Module -Federal Reports(UCR/IBR)Module -Geo-File Verification Module -Impounded Vehicles Module -Incident Tracking Module -Jacket Processing Module -Personnel/Education Module -Property Module -Traffic Tickets and Citations Module -Wants and Warrants Module -LE Records Federal&State Compliance MSP -Case Management MSP -Property Room Bar Coding MSP -Career Criminal Registry MSP -Equipment Tracking MSP -LE Records Inventory MSP 3. Aegis®Fire Records Software -Fire Records Base Package MSP -Fire NFIRS 5.0 Electronic Reporting MSP (Rev SSMA 03/06) CONFIDENTIAL Miami Beach,FL Miami Beach, FL Licensed Application Software At December,2015 4. Aegis®Public Safety Interface Software -State/NCIC Interface MSP -On-Line CAD Interface to State/NC1C MSP -E-911 Interface MSP -Zetron Encoder Interface(Model 25)MSP -Telestaff Fire Interface -On-Line Global Subjects Interface to State/NCIC MSP -Netclock Serial Interface MSP -PulsePointe Interface MSP 5. Aegis®Data Analysis/Crime Mapping/Mgt Reporting -Analysis Base With Three Applications 6. Aegis®Decision Support Software -Fire Management Data Mart -LE Management Data Mart 7. Mobile Management Server Software -Field Reporting Server -Field Reporting Data Merge -Base CAD/NCIC/Messaging 8. Mobile Software on the RS6000 -Base Message Switch to NCIC -RS/6000 State/NCIC Interface -New World CAD Interface for Aegis/MSP -Mobile Upload Software 9. Mobile Client Laptop Software -LE State/NCIC via Switch 400 User(s) -Drivers License Mag Stripe Reader Interface 362 User(s) -LE Field Reporting 400 User(s) -Mobile Upload of Field Reports 400 User(s) -LE CAD Via Switch 400 User(s) -LE Field Reporting Compliance 400 User(s) -Fire CAD Via Switch(Messaging) 25 User(s) -In Car Mapping 18 User(s) 10. Mobile Software on the 400 or MSP Server -MDT/MCT Base CAD/RMS Interface 11. Aegis®Site License -Site License 12. Aegis®ESRI Embedded Applications -Mobile In-Car Mapping Integration 13. Aegis®ESRI Embedded Applications -ArcGIS Standard Enterprise Server Integration 14. Custom Interfaces -Thinkstream Interface -TripTix Interface -RSI Interface (Rev SSMA 03/06) CONFIDENTIAL Miami Beach,FL ADDENDUM This Addendum is made as of the last signature date set forth below("Addendum Effective Date")by and between Tyler Technologies, Inc., a corporation in good standing under the laws of Delaware, with offices at One Tyler Drive, Yarmouth,ME 04096("Tyler"),and the customer identified in the signature block(the"Customer"). WHEREAS,Customer selected New World Systems Corporation("New World")to provide certain software and related services pursuant to a license and services agreement(the"Agreement");and WHEREAS,on November 16,2015,New World merged with and into Tyler,with Tyler being the surviving entity(the "Merger"),and Tyler and Customer desire to update the Agreement with this Addendum. NOW,THEREFORE, in consideration of the mutual promises hereinafter contained,Tyler and the Customer agree as follows: 1. Effective as of the Merger,Tyler became the successor-in-interest to New World and assumed all rights and obligations of New World under the Agreement. 2. All references in the Agreement to"New World,""NWS,"or other similar naming conventions shall now be understood to refer to Tyler. 3. Until further notified by Tyler,the location of Customer's payments as set forth in the Agreement remains unchanged. Where Customer is required to provide notice under the Agreement,that notice shall be provided to: Tyler Technologies,Inc. One Tyler Drive Yarmouth,ME 04096 Attention:Associate General Counsel 4. Tyler represents that the Tyler signatory to the Agreement and this Addendum is an authorized signatory,and that by such signature,Tyler is bound to the terms and conditions of the Agreement. 5. All other terms and conditions of the Agreement shall remain in full force and effect,and this Addendum shall be governed by and construed in accordance with those terms and conditions. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the dates set forth below. Tyler Technologies,Inc. City of M ami Beach FL i By: By: /► Name: Abby Diaz Name: i o,, I& Y / � 1'Vl. (�Jpc� - 1 Title: Associate General Counsel Title: i t I A.JA Date: 4./2 2 v/L-' V (14 , l Date: ! it L Gusto • •• -ss: 41t .e,4th Floor ATTEST: �► APPROVED AS TO � •.••'• ac���,' � FORM & LANGUAGE • &FOR EXE UTION Ita nel E. (, nado, ty erk i � ��11 INCORP ORATED-?� ED city Attorne Dote • 26 ,�,..% CERTIFICATE OF SECRETARY OF TYLER TECHNOLOGIES,INC. The undersigned,being the duly elected and qualified Secretary of Tyler Technologies, Inc., a Delaware corporation ("Tyler"),hereby certifies on behalf of Tyler that: 1. Attached hereto is a true,correct,and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of Tyler. IN WITNESS WHEREOF,the undersigned has executed this Certificate of Secretary on behalf of Tyler as of February 4,2014. TYLER TECHNOLOGIES, INC., a Delaware corporation BY: ✓L/`r '.. -L.----: Name: H. Lynn oore,Jr. Title: Secretary RESOLUTIONS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF TYLER TECHNOLOGIES,INC. WHEREAS,the Executive Committee of the Board of Directors of Tyler Technologies,Inc.,a Delaware corporation("Tyler"),deems it to be in the best interests of Tyler's ERP and School Division (the"Tyler Division")to authorize certain individuals to enter into contracts on behalf of the Tyler Division and Tyler; RESOLVED,that the following persons are hereby authorized to enter Into contract(s)In the name and on behalf of the Tyler Division and Tyler(Including,without limitation,contract(s)for the license,lease,sale,and provision of goods and services)without regard to the dollar value of such contract(s): Andrew D.Teed Christopher P.Hepburn James J. Hurley, Ill • Abigail Diaz Rob Kennedy-Jensen RESOLVED,that foregoing authorization shall continue until revoked;provided,however,that it will automatically terminate with respect to each named person on such date as such person is no longer employed by Tyler; RESOLVED,that each officer of Tyler is hereby authorized and directed,in the name and on behalf of Tyler,to do or cause to be done any and all things,and to execute,deliver,and file and all such other agreements,amendments,instruments,certificates,waivers,documents,and papers that any of them deem necessary or advisable to carry into effect the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby.