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Amendment No.1 to the Agreement with Tyler Technologies, Inc. Zc2.I - 46 C DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C DocuSign Envelope ID:14FB0434-B4B3-4684-BB06-E6C5BA38CF27 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. if 1, DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C DocuSign Envelope ID:14FB0434-B4B3-4684-BB06-E6C5BA38CF27 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 2 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C DocuSign Envelope ID:14FB0434-B4B3-4684-BB06-E6C5BA38CF27 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 3 gt DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C DocuSign Envelope ID:14FB0434-B4B3-4684-BB06-E6C5BA38CF27 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 rAB8BAeBro5C4cr... C E9AC0 518F2AA41A... 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: a I By: -� AA/4k_ CrivP Z__ 1* J Print Name/Title Print N e/Title C -�) 1. Da e• Date APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION 040 iii1Z2, 4 City Attorney* Date DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C DocuSign Envelope ID:14FB0434-B4B3-4684-BB06-E6C5BA38CF27 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 5 _ !I DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C DocuSign Envelope ID:14FBD434-B4B3-0684-BB06-E6C5BA38CF27 • t1 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 • ft` ft' If 2 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C DosuSign Envelope ID:14FB0434-84B3-4664BB06-E6C5BA36CF27 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. 2022-301554-S4C6Y9 Page 2 ( gt ) kl DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C • DocuSign Envelope ID:14FB0434-B4R34664-BB06-E6C56A38CF27 • • • 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. 2022-301554-S4C6Y9 Page 3 d k +ff • 1 1 41 DocuSign Envelope ID:4FA691 DE-BAOC-49DC-8212-ADCSEOEAE44C 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 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C Reso 2021-31666 •• 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 Page I of 20 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 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. ••f'0. Vier Page 2of20 • DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C • 3.2 Force Majeure. A"Force Majeure"event is an event that(i)in fact causes a delay in the performance of Tyler or the Client's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation,and(iii)is not due to an intentional act,error,omission,or negligence of such party,and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event.Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance.No party hereto shall be liable for its failure to carry out its obligations under the M&S Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. Obligations pursuant to the M&S Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. Either party has the right to terminate this M&S Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more. In the event of termination due to Force Majeure, we will return to you all prepaid, but unused, maintenance and support fees for the remainder of the then current term of the M&S. 3.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to pay for the Tyler Software Services set forth in this M&S Agreement,you may unilaterally terminate this Agreement upon thirty(30)days written notice to us. In the event of termination due to lack of appropriations,we will return to you all prepaid, but unused,maintenance and support fees for the remainder of the then current term of the M&S. 4. MAINTENANCE AND SUPPORT FEES. Your year 1 annual maintenance and support fees for the Tyler Software Services,as more particularly set forth in Schedule"4",incorporated herein by reference and attached hereto,are invoiced annually in advance and shall be payable according to this Section 4. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty(30)days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 4.1 Annual Maintenance and Support Fees. Your Year 1 annual maintenance and support fees are prorated to align with a January 1 billing cycle. Subsequent maintenance and support fees, at our then-current rates,are invoiced annually on January 1. Annual fees for Munis and EnerGov will not increase by more than 5%per year for the first five,one year terms.Annual fees for New World Public Safety will not increase by more than 4%per year for the first five,one year terms. Software Year One Invoice • Munis/EnerGov/Eden October 1,2021 through December 31, 2021 • New World Public Safety January 1,2021 through December 31, 2021 . ��••®® tyler Page 3 of 20 - •' DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 4.2 Invoices. Each invoice submitted by Tyler shall include, at a minimum,the total invoiced amount and a reference to the specific items being invoiced under this M&S Agreement. Following receipt of a properly submitted invoice, Client shall pay amounts owed within thirty(30)days. All payments by Client shall be made in U.S. currency. 4.3 Maintenance on Client-Specific Customer Enhancements. Your annual ' Maintenance and Support Fees may be further increased by agreement of both parties with respect to(a)maintenance and support of specific custom enhancements requested by you. You will have the option to accept or decline any such material functional enhancement that would result in an increase in the Maintenance and Support Fees without affecting your entitlement to receive the remainder of any version release in which such enhancement is offered. 5. MAINTENANCE AND SUPPORT SERVICES. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process: 5.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then-current version and the immediately prior version); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 5.2 provide telephone support during our established support hours in accordance with the appropriate Support Call Process,Schedules 2 and 3. After 9:00 p.m., the New World.CAD phone support will be provided via pager and a support representative will respond to CAD service calls within 30 minutes of call initiation. 5.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software,if any, in order to provide maintenance and support services; 5.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements) along with the appropriate documentation that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 5.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-current release life cycle policy. 6. CLIENT RESPONSIBILITIES. 6.1 When you log a Defect according to the Support Call Process, you must provide initially,or supplement within a commercially reasonable timeframe,enough information that allows us to confirm and/or recreate the Defect.We will use all reasonable efforts to • ••::•. tyler Page 4of20 •• DocuSign Envelope ID:4FA691DE-BA0C-49DC-821g-ADC5E0EAE44C 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. • •:•:•. tyler Page 5 of 20 •' - •- DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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 ••::•. tyler Page 6 of 20 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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 ••::: tyler Page 7 of 20 •• - DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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: Page 8 of 20 Vier•' DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C (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 ••:' . tyler Page 9of20 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 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. •:°:•. tyler Page 10 of 20 •• t DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 17.7 No Third-Party Beneficiaries. This M&S Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give,or } be construed to give to any person, other than the parties hereto and such permitted assigns, any legal or equitable rights, benefits,or remedies hereunder. 17.8 Survival. Expiration or termination of this M&S Agreement for any reason shall not release either party from any liability or obligation set forth in this M&S Agreement which (i)the parties have expressly agreed will survive any such expiration or termination,or(ii) remain to be performed or by their nature would be intended to be applicable following such expiration or termination. 17.9 Entire Agreement. This M&S Agreement together with the schedules referenced herein is a multi-unit integrated agreement and constitutes and the entire understanding between the parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter hereof. The parties agree that the transactions and obligations contemplated thereby are closely intertwined. [Remainder of page is intentionally left blank;signature page to follow] • tyler Page 11 of 20 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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 City Attorney /(VI V Page 12 of 20 �••• ;_-,,..,K DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C f , • • ❖ tyler • - technologies • SCHEDULE 1 TO M&S AGREEMENT Tyler Software Receiving Maintenance and Support Services Client shall receive maintenance and support services under this M&S Agreement for the following Tyler Software Services: • Eden Access Maintenance • Munis • EnerGov • - New World Public Safety tyler Page 13 of20 �••ve•. DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C �•• tyler • technologies SCHEDULE 2 TO M&S AGREEMENT Support Call Process(Munis, EnerGov, Eden) Support Channels Tyler Technologies,Inc.provides the following channels of software support for authorized users: (1) On-line submission(portal)—for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (2) Email —for less urgent situations, users may submit unlimited emails directly to the software support group. (3) Telephone — for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.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 ••:off, tyler Page 14 of 20 •• DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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. • ::% VierPage 15 of 20 • �• -:_ DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C Priority Characteristics of Support Resolution Targets Level Incident Support incident that causes(a) Tyler shall provide an initial response to repeated,consistent failure of Priority Level 2 incidents within four(4) essential functionality affecting business hours of receipt of the more than one user or(b) loss or incident. Once the incident has been corruption of data. confirmed,Tyler shall use commercially 2 reasonable efforts to resolve such support High incidents or provide a circumvention • procedure within ten (10)business days. For non-hosted customers,Tyler's responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an Tyler shall provide an initial response to existing circumvention Priority Level 3 incidents within one (1) procedure, or a Priority Level 2 business day of receipt of the incident. Once incident that affects only one the incident has been confirmed,Tyler shall user or for which there is an use commercially reasonable efforts to 3 existing circumvention resolve such support incidents without the Medium procedure. need for a circumvention procedure with the next published maintenance update or service • pack,which shall occur at least quarterly. For non-hosted customers,Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes -Tyler shall provide an initial response to failure of non-essential Priority Level 4 incidents within two(2) 4 functionality or a cosmetic or business days of receipt of the incident. Once Non- other issue that does not qualify the incident has been confirmed,Tyler shall critical as any other Priority Level. use commercially reasonable efforts to resolve such support incidents,as well as cosmetic issues,with a future version release. Incident Escalation Option Tyler Technologies' software support consists of four types of personnel: (1) Application Support Representatives:responsible for responding& resolving incidents (2) Application Support Engineers: development staff responsible for providing technical assistance to the support representatives (3) Support Managers: responsible for the management of support teams (4) Support Account Managers:responsible for day to day account management. If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue • ••::: tyler Page 16 of 20 •' ,.....,c•. DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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. • ••::: tyler Page 17 of 20 •• DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C . . ••: :6.. t. Ier .. . technologies SCHEDULE 3 TO M&S AGREEMENT NEW WORLD PUBLIC SAFETY SUPPORT CALL PROCESS If,after you have cut over to live production use of the Tyler Software,you believe that the Tyler Software is Defective, as "Defect" is defined in this M&S Agreement, then you will notify us by phone, in writing, by email, or through the support website. Please reference http://www.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. • ••�•• tiler Page 18 of 20 .• DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C We shall assign a qualified product technical specialist(s) within four (4) business hours of our receipt of your notice. The product technical specialist will then work to diagnose and correct the Defect.We shall work diligently to make the correction,and shall provide ongoing communication to you concerning the status of the correction until the Tyler Software is operational without Priority 2 Defect. } The goal for correcting a Priority 2 event is to include'a correction in the next Tyler Software release. (c) Priority 3:A Defect which causes only a minor impact on the use of the Tyler Software. We may include a correction in subsequent Tyler Software releases. • •:':: tyler Page 19 of 20 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C • ••••••• tyler . •• • • technologies SCHEDULE 4 TO M&S AGREEMENT MAINTENANCE AND SUPPORT FEES FOR TYLER SOFTWARE SERVICES Product Prorated for 2021 2022 2023 Eden $ 10,848.20 $ 7,387.29 $ 7,756.65 EnerGov $ 96,794.53 $ 401,846.67 $ 421,939.01 Munis $ 90,017.82 $ 378,074.85 $ 396,978.59 NewWorld $ 391,614.08 $ 407,278.64 $ 423,569.79 Total Annual Maintenance $ 589,274.63 $1,194,587.45 $ 1,250,244.04 • ••::•• tyler Page 20 of 20 •" DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 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 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C ' 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 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 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. Page 225 of 538 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 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 Page 226 of 538 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C 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 Page 227 of 538 DocuSign Envelope ID:4FA691DE-BA0C-49DC-8212-ADC5E0EAE44C 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 • Page 228 of 538 DocuSign Envelope ID:4FA691 DE-BA0C-49DC-8212-ADC5E0EAE44C • 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 • Page 232 of 538