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HomeMy WebLinkAboutResolution 2026-34127RESOLUTION NO. 2026-34127 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION OF THE CITY MANAGER AND WAIVING, BY A 5/7TH VOTE, THE FORMAL BIDDING REQUIREMENT PURSUANT TO SECTION 2-367(E) OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST INTEREST; APPROVING, IN SUBSTANTIAL FORM, THE MAINTENANCE AND SUPPORT AGREEMENT (MSA), RETROACTIVELY DATED TO JANUARY 1, 2026, BETWEEN THE CITY AND TYLER TECHNOLOGIES, INC. ("TYLER"), FOR TECHNOLOGY MAINTENANCE AND SUPPORT SERVICES FOR CITY - OWNED TECHNOLOGY, FOR A ONE-YEAR TERM WITH FOUR ADDITIONAL ONE-YEAR RENEWAL TERMS, WHICH SHALL AUTOMATICALLY RENEW UNLESS THE CITY PROVIDES NOTICE OF TERMINATION 90 DAYS PRIOR TO THE EXPIRATION OF THE THEN -CURRENT TERM; SAID MSA REPLACING THE EXISTING AGREEMENT WITH TYLER THAT EXPIRED ON DECEMBER 31, 2025 AND INCLUDING, WITHOUT LIMITATION, THE FOLLOWING PRODUCTS AND/OR SERVICES: TYLER SYSTEM MANAGEMENT SERVICES SUPPORT, EDEN ACCESS MAINTENANCE LICENSE AND SERVICES, NEW WORLD MAINTENANCE AND SUPPORT, MUNIS, ENERGOV, SAAS, AND TRAINING; AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE FINAL MSA; AND FURTHER, AUTHORIZING THE CITY MANAGER OR HIS/HER DESIGNEE TO EXECUTE WORK ORDERS FOR PRODUCTS, SERVICES, AND TRAINING, PURSUANT TO THE MSA, ON AN AS -NEEDED BASIS, IN A TOTAL ANNUAL AMOUNT NOT TO EXCEED THE AMOUNT APPROPRIATED THROUGH THE CITY'S BUDGETARY PROCESS. 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 an integrated public safety dispatch and records system; 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 for similar public safety dispatch and records support; and WHEREAS, on July 30, 2014, the Mayor and City Commission adopted Resolution No. 2014-28707, which approved a comprehensive technology modernization initiative and authorized contracts with Tyler Technologies, Inc. to replace the City's aging Eden ERP system with the Munis ERP and to replace the Permits Plus permitting and licensing system with Tyler's EnerGov platform; and WHEREAS, these upgrades were based on a gap analysis conducted by EMA, Inc., which identified significant deficiencies in the existing systems and recommended transitioning to Tyler's integrated solutions; and WHEREAS, on October 10, 2014, the Mayor and City Commission approved an Agreement with Tyler Technologies, Inc. ("Tyler") to replace the Eden ERP system and the Permits Plus permitting system; 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 (formerly New World Systems Corp.) to provide, install, and support an integrated public safety dispatch and records system; and WHEREAS, on April 29, 2021, the Mayor and City Commission adopted Resolution No. 2021-31666, which consolidated all existing maintenance and support contracts, including the 2004 Eden Agreement, 2008 New World Agreement, 2014 Munis/EnerGov/Eden Agreement, and 2016 New World Maintenance Agreement into a single Maintenance and Support Agreement with Tyler ("the 2021 MSA"); and WHEREAS, the 2021 MSA established a January to December billing cycle and standardized service -level provisions, including response times, support channels, escalation procedures, and security protocols; and WHEREAS, on October 26, 2022, the Mayor and City Commission adopted Resolution No. 2022-32356, which authorized Amendment No. 1 to the 2021 MSA, expanding the scope of the 2021 MSA to include the Munis complete API bundle and the Harris Public Safety Radio Integration Technology; and WHEREAS, the Munis API bundle enhanced the City's ability to integrate Tyler applications with non -Tyler systems, supporting modules such as General Ledger, Accounts Receivable, and Asset Management; and WHEREAS, the Harris Public Safety Radio Integration Technology improved interoperability and communication capabilities for first responders, offering features such as GPS, emergency calling, and encrypted data transmission and improving operational efficiency, system integration, and public safety responsiveness; and WHEREAS, on September 13, 2023, the Mayor and City Commission adopted Resolution No. 2023-32732, which approved Amendment No. 2 to the 2021 MSA to (i) transition the City to a cloud -based Software as a Service (SaaS) model, (ii) add the New World Law Enforcement Mobile Site License (integrated with NCIC), the New World Automated Security Alarm Protocol (ASAP) product, and the EnerGov API Toolkit for enhanced data integration, and (iii) authorize the City Manager to issue work orders for SaaS products and services on an as -needed basis; and WHEREAS, the City of Miami Beach continues to rely on Tyler products to support a wide range of critical internal systems, including Enterprise Resource Planning (ERP), financial management, utility billing, 911 dispatch, police and fire records management systems, public safety operations, permitting, and code compliance; and WHEREAS, specifically, the City utilizes the following, covered under the consolidated 2021 MSA: Munis provides ERP functionality across core business processes such as finance, budgeting, procurement, and human resources. It replaced the City's legacy Eden ERP system in 2014 as part of a broader initiative to re -engineer business processes, improve internal controls, and enhance service delivery. The City's Utility Billing also transitioned to Munis in 2025 to provide a more consolidated suite of services. Eden continues to be used for historical information for utility billing services, which have fully transitioned to Munis. As a result, annual maintenance will still be required to support Eden. EnerGov supports permitting, planning, code enforcement, and cashiering functions across multiple departments, including Building, Planning, and Code Enforcement. Additionally, Business Licenses are also managed in EnerGov, which facilitates and simplifies the issuance and renewal of Business Tax Receipts. The EnerGov solution also includes a Citizen Access Portal for online BTR submission and renewal, permit and plans submission, and inspection scheduling. EnerGov offers a seamless interface with Munis, and the Tyler Cashiering component provides a continuous interface that enables real-time cashiering in both Munis and EnerGov, facilitating real-time financial transactions and enhancing operational efficiency. 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; and WHEREAS, the City's IT Department continually assesses technology solutions and realigns systems to meet the evolving needs of the City; and WHEREAS, through this ongoing evaluation process, the Tyler platform consistently demonstrates strong alignment with the City's operational requirements and strategic objectives; and WHEREAS, the platform's integration capabilities, regulatory compliance features, and scalability support current operations while providing flexibility for future municipal needs; and WHEREAS, this comprehensive platform supports operational functions across all City departments, enabling streamlined data flow between systems; and WHEREAS, maintaining the Tyler platform is critical to the continuity and stability of City operations; and WHEREAS, these systems are currently maintained under the consolidated 2021 MSA, which has streamlined support and service delivery across departments, and which expired on December 31, 2025; and WHEREAS, pursuant to the 2021 MSA, Tyler provided regular security patches, compliance updates, and feature enhancements that aligned with best practices in municipal government, and Tyler's expertise in public sector operations and commitment to product development ensured the City benefits from ongoing innovation without requiring disruptive system replacements; and WHEREAS, the Maintenance and Support Agreement framework provides cost predictability, defined service levels, and streamlined procurement for necessary upgrades and system expansions as departmental requirements evolve; and WHEREAS, the Administration desires to enter into a 2026 Maintenance and Support Agreement (the "2026 MSA"), to replace the expired 2021 MSA; and WHEREAS, entering into the 2026 MSA is a strategic decision based on a thorough evaluation of operational needs, risk management, fiscal responsibility, and alignment with the City's technology roadmap; and WHEREAS, the basic terms and conditions of the 2026 MSA are outlined below: • The initial term will be one year, with up to four additional one-year renewals. Each renewal will occur automatically unless the City provides written notice of termination at least 90 days before the end of the then -current term. • The City may terminate for cause following a material breach, notice to Tyler and a 45-day cure period; • Termination for lack of appropriations; • Standardized maintenance and support level agreement language (SLA) for all products that covers appropriate response times, support channels, resource availability, incident escalation, resolution targets, and terms of engagement, inclusive of security measures for support services; • Dispute resolution language with 30-day notice and terms for good faith negotiations; • Yearly not -to -exceed increases in maintenance contracts for product lines, in accordance with industry best practices; • New World Systems, Eden, EnerGOV and Munis will not exceed a yearly 5% increase per year throughout the term, as detailed in the Investment Summary attached to the 2026 MSA; and WHEREAS, the City Manager recommends that the Mayor and City Commission (i) waive the competitive bidding process and approve, in substantial form, the 2026 MSA, attached to the City Commission Memorandum accompanying this Resolution, to replace the expired 2021 MSA, and (ii) authorize the City Manager or his/her designee to execute work orders with Tyler for products, services and/or training on an as -needed basis. 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 accept the written recommendation of the City Manager and waive, by a 5/7th vote, the formal bidding requirement pursuant to Section 2-367(e) of the City Code, finding such waiver to be in the City's best interest; approve, in substantial form, the Maintenance and Support Agreement (MSA), retroactively dated to January 1, 2026, between the City and Tyler Technologies, Inc. ("Tyler"), for technology maintenance and support services for City -owned technology, for a one-year term with four additional one-year renewal terms, which shall automatically renew unless the City provides notice of termination 90 days prior to the expiration of the then -current term; said MSA replacing the existing agreement with Tyler that expired on December 31, 2025 and including, without limitation, the following products and/or services: Tyler System Management Services Support, Eden Access Maintenance License and Services, New World Maintenance and Support, Munis, Energov, SaaS, and training; authorize the City Manager and City Clerk to execute the final MSA; and further, authorize the City Manager or his/her designee to execute work orders for products, services, and training, pursuant to the MSA, on an as -needed basis, in a total annual amount not to exceed the amount appropriated through the City's budgetary process. PASSED and ADOPTED this -2� ATTEST: -7VMAR 0 3 2026 Rafael E. Granado, City Clerk day of �� r'�G ✓' , 2026. ZAtevvenMeiner, Mayor APPROVED AS TO FORM & LANGUAGE & Fr ECUTION r z1JV tz_ City Attorney Date Resolutions - C7 E MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Eric Carpenter, City Manager DATE: February 25, 2026 TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION OF THE CITY MANAGER AND WAIVING, BY A 5/7TH VOTE, THE FORMAL BIDDING REQUIREMENT PURSUANT TO SECTION 2-367(E) OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST INTEREST; APPROVING, IN SUBSTANTIAL FORM, THE MAINTENANCE AND SUPPORT AGREEMENT (MSA), RETROACTIVELY DATED TO JANUARY 1, 2026, BETWEEN THE CITY AND TYLER TECHNOLOGIES, INC. (-TYLER"), FOR TECHNOLOGY MAINTENANCE AND SUPPORT SERVICES FOR CITY OWNED TECHNOLOGY, FOR A ONE-YEAR TERM WITH FOUR ADDITIONAL ONE-YEAR RENEWAL TERMS, WHICH SHALL AUTOMATICALLY RENEW UNLESS THE CITY PROVIDES NOTICE OF TERMINATION 90 DAYS PRIOR TO THE EXPIRATION OF THE THEN -CURRENT TERM; SAID MSA REPLACING THE EXISTING AGREEMENT WITH TYLER THAT EXPIRED ON DECEMBER 31, 2025 AND INCLUDING, WITHOUT LIMITATION, THE FOLLOWING PRODUCTS AND/OR SERVICES: TYLER SYSTEM MANAGEMENT SERVICES SUPPORT, EDEN ACCESS MAINTENANCE LICENSE AND SERVICES, NEW WORLD MAINTENANCE AND SUPPORT, MUNIS, ENERGOV, SAAS, AND TRAINING; AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE FINAL MSA; AND FURTHER, AUTHORIZING THE CITY MANAGER OR HIS/HER DESIGNEE TO EXECUTE WORK ORDERS FOR PRODUCTS, SERVICES, AND TRAINING, PURSUANT TO THE MSA, ON AN AS -NEEDED BASIS, IN A TOTAL ANNUAL AMOUNT NOT TO EXCEED THE AMOUNT APPROPRIATED THROUGH THE CITY'S BUDGETARY PROCESS. RECOMMENDATION The Administration recommends that the Mayor and City Commission adopt the Resolution, to waive competitive bidding requirement, and approving, by 5/ 7ths vote, a proposed agreement, as set forth in Attachment 'A" in substantial form and as negotiated with Tyler Technologies and authorize the City Manager and City Clerk to execute the Agreement. 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 an integrated public safety dispatch and records system. 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 for similar public safety dispatch and records support. On July 30, 2014, the Mayor and City Commission adopted Resolution No. 2014-28707, which approved a comprehensive technology modernization initiative. That Resolution authorized 337 of 1589 contracts with Tyler Technologies, Inc. ("Tyler") to replace the City's aging Eden ERP system with the Munis ERP and to replace the Permits Plus permitting and licensing system with Tyler's EnerGov platform. These upgrades were based on a gap analysis conducted by EMA, Inc., which identified significant deficiencies in the existing systems and recommended transitioning to Tyler's integrated solutions. On October 10, 2014, the Mayor and City Commission approved an Agreement with Tyler to replace the Eden ERP system and the Permits Plus permitting system. 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 (formerly New World Systems Corp.) to provide, install, and support an integrated public safety dispatch and records system. On April 29, 2021, the Mayor and City Commission adopted Resolution No. 2021-31666, which consolidated all existing maintenance and support contracts, including the 2004 Eden Agreement, 2008 New World Agreement, 2014 Munis/EnerGov/Eden Agreement, and 2016 New World Maintenance Agreement into a single, sole -source Maintenance and Support Agreement (MSA) with Tyler. The consolidated MSA established a January to December billing cycle and standardized service -level provisions, including response times, support channels, escalation procedures, and security protocols. On October 26, 2022, the Mayor and City Commission adopted Resolution No. 2022-32356, which authorized Amendment No. 1 to the MSA to expand the scope of the agreement to include the Munis complete API bundle and the Harris Public Safety Radio Integration Technology. The Munis API bundle enhanced the City's ability to integrate Tyler applications with non -Tyler systems, supporting modules such as General Ledger, Accounts Receivable, and Asset Management. The Harris radio integration improved interoperability and communication capabilities for first responders, offering features such as GPS, emergency calling, and encrypted data transmission. These enhancements improved operational efficiency, system integration, and public safety responsiveness. On September 13, 2023, the Mayor and City Commission adopted Resolution No. 2023-32732, which approved Amendment No. 2 to the MSA to transition the City to a cloud -based Software as a Service (SaaS) model. The Resolution also added the New World Law Enforcement Mobile Site License (integrated with NCIC), the New World Automated Security Alarm Protocol (ASAP) product, and the EnerGov API Toolkit for enhanced data integration. It also authorized the City Manager to issue work orders for SaaS products and services on an as -needed basis ANALYSIS The City of Miami Beach continues to rely on Tyler products to support a wide range of critical internal systems, including Enterprise Resource Planning (ERP), 911 dispatch, public safety operations, permitting, and code compliance. These systems are currently maintained under a consolidated Enterprise Agreement, which has streamlined support and service delivery across departments. The following systems are composed of in the Enterprise Agreement: • Munis provides ERP functionality across core business processes such as finance, budgeting, procurement, and human resources. It replaced the City's legacy Eden ERP system in 2014 as part of a broader initiative to re -engineer business processes, improve internal controls, and enhance service delivery. The City's Utility Billing also transitioned to Munis in 2025 to provide a more consolidated suite of services. 338 of 1589 • Eden continues to be used for historical information for utility billing services, which have fully transitioned to Munis. As a result, annual maintenance will still be required to support Eden. • EnerGov supports permitting, planning, code enforcement, and cashiering functions across multiple departments, including Building, Planning, and Code Enforcement. Additionally, Business Licenses are also managed in EnerGov, which facilitates and simplifies the issuance and renewal of Business Tax Receipts. The EnerGov solution also includes a Citizen Access Portal for online BTR submission and renewal, permit and plans submission, and inspection scheduling. EnerGov offers a seamless interface with Munis, and the Tyler Cashiering component provides a continuous interface that enables real- time cashiering in both Munis and EnerGov, facilitating real-time financial transactions and enhancing operational efficiency. • 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 IT Department continually assesses technology solutions and realigns systems to meet the evolving needs of the department. Through this ongoing evaluation process, the Tyler platform consistently demonstrates strong alignment with the City's operational requirements and strategic objectives. The platform's integration capabilities, regulatory compliance features, and scalability support current operations while providing flexibility for future municipal needs. Maintaining the Tyler Technologies platform is critical to the continuity and stability of City operations. The City utilizes Tylers integrated suite of solutions spanning Enterprise Resource Planning (ERP), financial management, utility billing, 911 dispatch, and police and fire records management systems. This comprehensive platform supports operational functions across all departments, enabling streamlined data flow between systems. Tyler Technologies provides regular security patches, compliance updates, and feature enhancements that align with best practices in municipal government. The vendors expertise in public sector operations and commitment to product development ensure the City benefits from ongoing innovation without requiring disruptive system replacements. The Master Services Agreement framework provides cost predictability, defined service levels, and streamlined procurement for necessary upgrades and system expansions as departmental requirements evolve. This Master Services Agreement represents a strategic decision based on a thorough evaluation of operational needs, risk management, fiscal responsibility, and alignment with the City's technology roadmap. The cooperative purchasing approach provides additional value through pre -negotiated pricing and terms while maintaining the City's ability to adapt its technology strategy as circumstances require. The basic terms and conditions of the proposed Enterprise Agreement are outlined below • The initial term will be one-year, with up to four additional one-year renewals. Each renewal will occur automatically unless the City provides written notice of termination at least 90 days before the end of the then -current term; • The City may terminate for cause following a material breach, notice to Tyler and a 45- day cure period; • Termination for lack of appropriations; 339 of 1589 • Standardized maintenance and support level agreement language (SLA) for all products that covers appropriate response times, support channels, resource availability, incident escalation, resolution targets, and terms of engagement, inclusive of security measures for support services; • Dispute resolution language with 30-day notice and terms for good faith negotiations; and • Yearly not -to -exceed increases in maintenance contracts for product lines, in accordance with industry best practices. • New World Systems, Eden, EnerGOV and Munis will not exceed a yearly 5% increase per year throughout the term, as detailed in the Pricing Schedule attached to the 2026 MSA. FISCAL IMPACT STATEMENT The fiscal impact is included in Attachment B. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https://www miamibeachfl gov/city-hall/city-clerk/meeting-notices/ FINANCIAL INFORMATION Financial information is included in each item in Attachment B. CONCLUSION The Administration recommends that the Mayor and City Commission adopt the Resolution to waive the competitive bidding requirement, and approve, by 5/ 7ths vote, a proposed agreement, as set forth in Attachment "A," in substantial form and as negotiated with Tyler Technologies, and authorize the City Manager and City Clerk to execute the Agreement. Applicable Area Citywide Is this a "Residents Right to Know" item, pursuant to City Code Section 2-17? No Is this item related to a G.O. Bond Project? No Was this Agenda Item initially requested by a lobbyist which as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No If so, specify the name of lobbyist(s) and principal(s): Department Information Technology Sponsor(s) 340 of 1589 Co-sponsor(s) Condensed Title Waive Bidding/Execute Master Service Agreement w/ Tyler Technologies. IT 5/7 Previous Action (For City Clerk Use Only) 341 of 1589 •'� t y I e r •❖• MAINTENANCE AND SUPPORT AGREEMENT This Maintenance and Support Services Agreement (this "M&S Agreement') is made and entered into as of the Effective Date by and between Tyler Technologies, Inc., a Delaware corporation ("Tyler') and Client. WHEREAS, Tyler and Client entered into a maintenance and support agreement on June 16, 2021 ("2021 M&S Agreement"); and WHEREAS, the 2021 M&S Agreement expired on December 31, 2025; WHEREAS, Tyler desires to continue to provide maintenance and support services to Client and Client desires to continue to purchase such services from Tyler, all in accordance with this M&S Agreement; 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 "Clie► a means City of Miami Beach 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 "Documentadon" 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 the last signature date set forth in the signature block. 1.5 "Force Majeure" means an event beyond the reasonable control of Client or Tyler, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by Client or Tyler. 1.6 "Support Coll Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. Our current Support Call Process is --:. tyler I NIcr Contidcnual Pace 1 ,1 11 x 342 of 1589 available here: https://www.tylertech.com/portals/0/terms/Tyler-Support-Call- Process.pdf. 1.7 "Third Party Hardware" means the third -party hardware, if any, identified in the Investment Summary. 1.8 "Third Party Products" means the Third Party Software and Third Party Hardware. 1.9 "Third Party Software" means the third -party software, if any, identified in the Investment Summary and not embedded in the Tyler Software. 1.10 "Tyler" means Tyler Technologies, Inc., a Delaware corporation. 1.11 "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. 1.12 "we", "us", "our' and similar terms mean Tyler. 1.13 "you" and similar terms mean Client. 1.14 Other Terms. Capitalized Terms used in this M&S Agreement that are not otherwise defined herein shall have the meanings ascribed to such terms in the License and Services Agreement between the parties dated October 16, 2014. 2. TERM AND TERMINATION. We provide maintenance and support services on an annual basis. The initial term commences on January 1, 2026, and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing, by either party at least ninety (90) days prior to the end of the then -current term, unless the parties mutually agree to some other notice period. 2.1 Termination for Cause. Client may terminate this M&S Agreement for Cause in accordance with this Section 2.1. For purposes of this Section, "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 maintenance term. 2.2 Force Majeure. Either party has the right to terminate this M&S Agreement if a Force Majeure event suspends performance of this M&S Agreement for a period of forty-five (45) days or more. 2.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth ••:. tyler Tvler Confidential Page 2 0l 11 343 of 1589 in this M&S Agreement, you may unilaterally terminate this M&S Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 3. MAINTENANCE AND SUPPORT FEES. Your year 1 annual maintenance and support fees for the Tyler Software are invoiced annually in advance and shall be payable according to this Section 3. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3.1 Annual Maintenance and Support Fees. Maintenance and support fees, at our then -current rates, are invoiced annually on January 1. 3.2 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. 3.3 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. 4. 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: 4.1 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; 4.2 provide telephone support during our established support hours in accordance with the Support Call Process. 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. 4.3 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; %- tyler FN ler Confidential Pave 3 of I I •Y 344 of 1589 4.4 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 4.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with our then -current release life cycle policy. 5. CLIENT RESPONSIBILITIES. 5.1 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 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). 5.2 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. 6. 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 M&S Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: 6.1 All infrastructure executing Tyler Software shall be managed by you; 6.2 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 ••:;. tyler I vlcr Confidential Page 4 o 11 • 345 of 1589 6.3 You will perform daily database backups and verify that those backups are successful. 7. 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. $. LIMITATION OF LIABILITY. 8.1 Except as otherwise expressly set forth in this M&S Agreement, our liability for damages arising out of this M&S Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to your actual direct damages, not to exceed the then -current annual maintenance and support fee. The prices set forth in this M&S Agreement are set in reliance upon this limitation of liability. 8.2 In no event shall Tyler be liable to Client 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. 9. CONFIDENTIALITY. Both parties recognize that their respective employees and agents, in the course of performance of this M&S 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 M&S 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 M&S 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 ••i tyler INIcr( unlidcnhal Pave S „t 11 346 of 1589 to the transaction of the official business of the Client, in its capacity as a Florida municipal corporation. 10. WARRANTY. 10.1 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. 10.2 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 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. 11. INSURANCE. During the course of performing services under this M&S Agreement, we agree to maintain the following levels of insurance: (i) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (ii) Automobile Liability of $1,000,000 combined single limit; (iii) Professional Liability (inclusive of cyber protection) of $1,000,000 per claim and in the aggregate; (iv) Workers Compensation complying with applicable statutory requirements; and (v) Excess/Umbrella Liability of $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. 12. E-VERIFY. We use the U.S. Department of Homeland Security's E-Verify system to confirm the eligibility of all current employees and persons hired during the contract term to perform services within the United States under this M&S Agreement. 13. DISPUTE RESOLUTION. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 14. MISCELLANEOUS. 14.1 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 ••:. tyler I cler Confidential Page 6 of 11 •� 347 of 1589 as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of its assets. 14.2 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. 14.3 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. 14.4 Severability. If any provision of this M8S 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. 14.5 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&5 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. 14.6 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. 14.7 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. 14.8 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. 14.9 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 tyler rvlcr Conlidrnual Pa6C 7 zd I l 348 of 1589 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 I 1cr t'untiJcntiA Pagc 8 of 11 •• 349 of 1589 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. TYLER TECHNOLOGIES, INC.: By: Name: Title: Date: Address for Notices: Tyler Technologies, Inc. 7701 College Boulevard Overland Park, KS 66210 Attention: Chief Legal Officer CITY OF MIAMI BEACH: By: Name: Title: Date: Address for Notices: Attention: ••::�. tyler Werl unliJential 11ace9.4 II •• 350 of 1589 i .,.tyler 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: • Eden Access Maintenance • Tyler Enterprise ERP (Formerly known as Munis) • Tyler Enterprise Permitting and licensing (Formerly known as EnerGov) • New World Public Safety • Fire Prevention Mobile (Formerly known as Mobile Eyes) I %ler Confidential Pacc III of 11 351 of 1589 A. %.. tyler �;. Tyler Confidential Page 1 1 "t, I I ytyler 352 of 1589 TYLER - FUNDING SUMMARY S mAM." Ilp� TYLER SYSTEM MOMT SERVICES SUPPORT 416 $ JU 00000 S 3120000 S 32 H6 00 S 33 14592 S 35 U95 T6 EDEN LICENSE A SERVICES 4% $ OW929 S 9 33S 46 S 9.712 W S 10,100 46 S 10.504 50 S 49,ILU.73 NEW WORLD MAINTENANCE A SUPPORT 4% 5 620.52697 S 653.87013 S 679.61693 S 70700661 S 736.29000 S 3A01,3111.44 MUNM IER% 4% S 562.73262 S 585.24192 S 0011,051 OD S 63290767 S NO 317 ST S 3A47,1141.35 EMEROOV 4% S 519 030 61 S 532 791 63 S 501.363 Si S 563 S36 66 S 601 192 40 6 3,511,337.30 { 1,749271AS S 1.51SAUM S I.992.913L4 $ IJIWA AS S 3.WASO23 S 9AT4A1S.43 COST IN YEAR IOF NEW WORLD • ONE TIME FEE `++vxw M�lwgn SehVf" '. 41,450 ;' S4a,950r MO W Mrr9ign Sn1ntM $ 1.r0 S 0 S A.040 AewPt WntvM �'11QrIMr6Kln'^ f.r 1 S n= so S 20= �'4�5MKM 1 SIS0,3W SO SIWom TOTAL S 317ATM su w wv D11a T01w 15w ftmrm" Few I nut Tf4 Sehrsn SO $0 TaA A—W $0 S119.mv Twa Tyw Srvr+n S 211 690 so Tout TI Wd P Y1V Safi�. S.ry so so 2D23-S40105 110X4 t:ONT1MISTW .nr. Iu 4f LS311t iw411"rol-[*4NI�4M tri-awl `— S 7Am so S1w "" TOW { SSASEM S LOAN APPROVED A6 TG aorta Tow { 191.1100 FORK A LANGUAGE A FOR EXECUTTOA 353 of 1S89