HomeMy WebLinkAbout09 - Five-year Licensing and Support Agreement for the Tyler Munis Enterprise Resource Planning SystemQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
July 26, 2022
Agenda Item No. 9
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Grace K. Leung, City Manager - 949-644-3001,
gleung@newportbeachca.gov
PREPARED BY: Scott Catlett, Finance Director/City Treasurer
scatlett@newportbeachca.gov, 949-644-3126
Avery Maglinti, IT Manager
amaglinti@newportbeachca.gov, 949-644-3091
TITLE: Five-year Licensing and Support Agreement with Tyler Technologies
Inc. for the Tyler Munis Enterprise Resource Planning System
ABSTRACT:
In 2014, the City of Newport Beach (City) entered into a five-year agreement to implement
and license the Tyler Munis Enterprise Resource Planning (ERP) system. This agreement
expired in December 2019 and has continued on an annual renewal basis. Staff is
requesting approval to enter into a new five-year agreement with Tyler Technologies for
the licensing and support of the Munis ERP system.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Authorize the Mayor and City Clerk to execute a five-year licensing and support
agreement with Tyler Technologies Inc., the sole provider of the Tyler Munis ERP
system, for a not -to -exceed amount of $1,230,313; and
c) Retroactively approve purchase orders executed with Tyler Technologies over the
prior four fiscal years.
DISCUSSION:
In 2014, the City entered into a five-year service and licensing agreement with Tyler
Technologies for the implementation of the Munis Enterprise Resource Planning (ERP)
system. Tyler Munis ERP was selected after an extensive and competitive selection
process to replace legacy financial, utility billing, and human resource applications. The
system was implemented in five phases over the course of three years and was
completed in 2017. The Munis ERP system is critical to the daily operations of every City
department. It has helped streamline and automate many service -related processes
throughout the organization. Included within the initial five-year agreement was continuing
annual software licensing and support through the term of the agreement.
9-1
Five-year Licensing and Support Agreement with Tyler Technologies Inc. for the Tyler
Munis Enterprise Resource Planning System
July 26, 2022
Page 2
As historically the City's software maintenance contracts have been well under $120,000
per year, past practice did not include a check to ensure that a software maintenance
contract did not exceed $120,000 per year. Any software maintenance contract in excess
of $120,000 should have been approved by the City Council. As a result of this deficiency,
once the five-year contract with Tyler Technologies expired, the renewals for the software
maintenance contract for the subsequent four fiscal years were approved administratively
by staff consistent with past practice. The annual renewals were in the range of $190,000
to $215,000 per year.
When this issue was brought to the attention of the IT Manager and the Finance Director
in late 2021, staff contacted Tyler Technologies to negotiate a new five-year agreement
for licensing and support, which is now before the City Council for approval. The
Purchasing Division has also instituted new procedures to ensure that no software
maintenance purchase orders are approved over $120,000 unless Council approval has
been obtained and documented when the purchase requisition is submitted to the
Finance Department.
Realized Benefits of the Tyler Munis System
The implementation of Tyler Munis provided the City with several efficiency opportunities
to streamline operations and communication among the public, vendors and staff. Some
of the key benefits realized by implementing the Munis ERP include the following:
• The system has allowed staff to take advantage of best practices and has
significantly improved the efficiency and effectiveness of the City's Customer
service and business processes.
• Manual processes have been automated and converted to paperless
recordkeeping, providing staff with real-time information to improve business
processes.
• The software has provided enterprise -wide workflow approval of financial and
human resources transactions.
• Shadow systems and processes for data entry, storage and manual processing
have been eliminated.
• Robust reporting options to provide better information to the public and staff.
• Role based security has provided a holistic approach to data access management
improving the security and integrity of enterprise data.
Modules and services included and covered in this licensing and support agreement are:
Tyler System Management & Support
Human Resources
Payroll
Central Property
Utility Billing
Maplink GIS Integration
Project & Grant Accounting
Purchase Orders
Requisitions
Treasury Management
Accounts Receivable
General Billing
9-2
Five-year Licensing and Support Agreement with Tyler Technologies Inc. for the Tyler
Munis Enterprise Resource Planning System
July 26, 2022
Page 3
Accounting
Budget
Accounts Payable
BMI CollectlT
Contract Management
Employee Expense Reimbursement
Fixed Assets
Warehouse Inventory
Tyler Cashiering
Annual Comprehensive Financial
Report
Tyler Forms Processing
eProcurement
Citizen Self Service
Munis Analytics and Reporting
Tyler Content Manager Enterprise
The annual cost of this licensing and support agreement is $222,655.47 with a 5% cap
on increases annually. This translates to a total anticipated cost of $1,230,313 for the fully
executed five years of licensing and support contained in the agreement.
FISCAL IMPACT:
The adopted budget includes sufficient funding for this purchase. It will be expensed to
the Software License Renewal account in the City Manager's Office IT Division,
76420203-871017.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Software License and Maintenance Agreement
9-3
ATTACHMENT A
SOFTWARE LICENSE AND MAINTENANCE
PROFESSIONAL SERVICES AGREEMENT
WITH TYLER TECHNOLOGIES, INC. FOR
ENTERPRISE RESOURCE PLANNING
THIS SOFTWARE LICENSE AND MAINTENANCE PROFESSIONAL SERVICES
AGREEMENT ("Agreement") is made and entered into as of this 24th day of June, 2022
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a
Delaware corporation ("Tyler", "City" and "Tyler" may individually or collectively be
referred to herein as "Party" or "Parties"), whose address on file with the Secretary of
State is 5101 Tennyson Parkway, Plano, TX 75024 with a location at One Tyler Drive,
Yarmouth, Maine 04096, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City previously contracted with Tyler to furnish, license, deliver, install and maintain
Tyler Munis software products in order to implement the City's Enterprise
Resource Planning ("ERP") system.
C. The ERP system has been installed and is fully implemented and the City now
desires to engage Tyler to continue to license and maintain the ERP system more
particularly described in this Agreement ("Project").
D. Tyler possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
E. City has reviewed the previous experience and evaluated the expertise of Tyler,
and desires to retain Tyler to provide products and render professional services
under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on June 24, 2022, and shall terminate
on June 23, 2027, unless terminated earlier as set forth herein. Notwithstanding the failure
to extend or renew the Term, the license for the Tyler software licensed to the City
pursuant to this Agreement is irrevocable in nature (subject to City's compliance with the
Licenses as defined below) and shall not be subject to the limitations in term as set forth
above.
Tyler Technologies, Inc. Page 1 9-4
2. SERVICES TO BE PERFORMED
Tyler shall diligently provide software support as detailed in the Support Call
Process attached hereto as Exhibit A, software licensing and updates as identified in the
Investment Summary attached hereto as Exhibit B, and software maintenance as detailed
in the Software Maintenance Agreement attached hereto as Attachment C ("Services" or
"Work").
3. SOFTWARE LICENESES
Tyler agrees to grant to City licenses to use Tyler's software products and
associated third party software products as identified in the Investment Summary
attached as Exhibit B ("Software Products") in accordance with the terms and conditions
of the Software License Agreement attached hereto as Exhibit D, and the Third Party
Product Agreement attached hereto as Exhibit E, respectively, and all incorporated herein
by reference (the "Licenses").
4. TIME OF PERFORMANCE
4.1 Tyler shall perform the Services to completion in a diligent and timely
manner. The failure by Tyler to materially adhere to or perform the Services in a diligent
and timely manner may result in termination of this Agreement by City.
4.2 Notwithstanding the foregoing, Tyler shall not be responsible for delays due
to causes beyond Tyler's reasonable control. However, in the case of any such delay in
the Services to be provided for the Project, each Party hereby agrees to promptly provide
notice (within two (2) business days) of the occurrence causing the delay to the other
Party so that all delays can be timely addressed.
4.3 Tyler shall submit all requests for extensions of time for performance in
writing to the Project Administrator as defined herein not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project Administrator
shall review all such requests and may grant reasonable time extensions for
unforeseeable delays that are beyond Tyler's control.
4.4 For all time periods not specifically set forth herein, the Parties shall respond
in the most reasonably expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
5. COMPENSATION TO TYLER
5.1 Tyler's compensation for all Work performed and Software Products issued
to City in accordance with this Agreement shall not exceed One Million Two Hundred
Thirty Thousand Three Hundred Twelve Dollars and Two Cents ($1,230,312.02), plus
taxes. No billing rate changes and/or compensation to Tyler beyond the amount set forth
above shall be made during the term of this Agreement without the prior written approval
of City.
5.2 Taxes: The fees set forth in the Investment Summary and Fee Schedule
included within Exhibit B do not include any taxes, including, without limitation, sales, use
Tyler Technologies, Inc. Page 2 9-5
or excise tax. City and Tyler specifically agree and designate the point of sale and place
of delivery for any and all taxable purposes under this Agreement, including, but not
limited to, all Services and Software Products, to be the City of Newport Beach 100 Civic
Center Dr., Newport Beach, CA 92660. Furthermore, under the City's Direct Payment
Exemption permit number SR EAA 24-089475 DP, the City will self -accrue its Use Tax
obligation to the California State Board of Equalization within thirty (30) days of delivery
of the products to the City. If only partial delivery of the taxable items in the Investment
Summary included in Exhibit B are received by the City, the City will only pay the
California State Board of Equalization the amount of Use Tax due on the value of the
items delivered in accordance with the prices set forth in the Investment Summary in
Exhibit B. City shall provide Tyler with a copy of the City's Direct Payment Exemption
permit within thirty (30) days of the Effective Date.
5.3 Tyler shall submit invoices to City describing the Work performed or
Software Products delivered in accordance with the Investment Summary and Fee
Schedule attached hereto as Exhibit B and Attachment 1 to Exhibit B respectively.
Tyler's invoices shall include the name of the person who performed the Work, a brief
description of the Services performed and/or Software Product provided, the date the
Services were performed, the time spent on all Work billed, and a description of any
reimbursable expenditures. City shall pay Tyler no later than sixty (60) calendar days
after receipt of the invoice by City staff.
5.4 City shall reimburse Tyler only for those costs or expenses reasonably
incurred in connection with the Services and otherwise in conformance with the
requirements of this Agreement.
5.5 In the event City cancels services less than two (2) weeks in advance of the
date the Parties have mutually agreed the Services are to be performed, and such
cancellation is not directly related to Tyler's failure to perform pursuant this Agreement,
City is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on City's behalf,
and (ii) daily fees associated with the canceled services if Tyler is unable to re -assign its
personnel.
5.6 Tyler shall not receive any compensation for Extra Work performed without
the prior written authorization of City. As used herein, Extra Work" means any Work that
is determined by the Parties to be necessary for the proper completion of the Project, and
which the Parties did not reasonably anticipate would be necessary at the execution of
this Agreement. Extra Work performed shall be at Tyler's then -current pricing.
5.7 Electronic Payment. City shall remit payment to Tyler via electronic
payments. Tyler's electronic payment information is as follows:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Tyler Technologies, Inc. Page 3 9-6
Beneficiary: Tyler Technologies Inc. — Operating
6. PERSONNEL
6.1 Tyler, at the reasonable discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City
provided that such request for removal is for cause, and that Tyler shall have a reasonable
opportunity to remedy the condition supporting the City's request for removal to avoid
removal of personnel from the Project. Tyler warrants that it will continuously furnish the
necessary personnel to complete the Project on a timely basis as contemplated by this
Agreement.
7. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. The City
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
8. CITY'S RESPONSIBILITIES
To assist Tyler in the execution of its responsibilities under this Agreement, City
agrees to provide access to and upon request of Tyler, one copy of all existing relevant
information on file at City upon Tyler's written request. City will provide all such materials
in a timely manner so as not to cause delays in Tyler's Work schedule.
9. STANDARD OF CARE
9.1 All of the Services shall be performed by Tyler or under Tyler's supervision.
Tyler represents that it possesses the professional and technical personnel required to
perform the Services required by this Agreement, and that it will perform all Services in a
manner commensurate with the highest professional standards. For purposes of this
Agreement, the phrase, "highest professional standards" shall mean those standards of
practice recognized by one (1) or more comparable firms performing similar work under
similar circumstances. All Services shall be performed by qualified and experienced
personnel who are not employed by City. By delivery of completed Work, Tyler certifies
that the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and, to the extent applicable, legally recognized professional standards.
9.2 Tyler represents and warrants to City that it has, shall obtain, and shall keep
in full force and effect during the term hereof, at its sole cost and expense, all licenses,
permits, qualifications, insurance and approvals of whatsoever nature that is legally
required of Tyler to practice its profession. Tyler shall maintain a City of Newport Beach
business license during the term of this Agreement.
9.3 Tyler shall not be responsible for delay, nor shall Tyler be responsible for
damages or be in default or deemed to be in default by reason of strikes, lockouts,
accidents, acts of God, or the failure of City to furnish timely information or to approve or
Tyler Technologies, Inc. Page 4 9-7
disapprove Tyler's Work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
10. HOLD HARMLESS
10.1 To the fullest extent permitted bylaw, Tyler shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers and
employees (collectively, the "Indemnified Parties") from and against any and all claims,
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims) for bodily injury, death or damage to property", which may
arise from any breach of the terms and conditions of this Agreement resulting from Tyler's
negligence, recklessness, and/or willful acts, errors and/or omissions of Tyler, its
principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may be
liable, or any or all of them.
10.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Tyler to indemnify the Indemnified Parties from any Claim arising from the negligence
recklessness, or willful misconduct of the Indemnified Parties.
10.3 Nothing in this indemnity shall be construed as authorizing any award of
attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by Tyler.
It is understood that City retains Tyler on an independent contractor basis and
Tyler is not an agent or employee of City. The manner and means of conducting the
Work are under the control of Tyler, except to the extent they are limited by statute, rule
or regulation and the expressed terms of this Agreement. No civil service status or other
right of employment shall accrue to Tyler or its employees. Nothing in this Agreement
shall be deemed to constitute approval for Tyler or any of Tyler's employees or agents,
to be the agents or employees of City. Tyler shall have the responsibility for and control
over the means of performing the Work, provided that Tyler is in compliance with the
terms of this Agreement. Anything in this Agreement that may appear to give City the
right to direct Tyler as to the details of the performance of the Work or to exercise a
measure of control over Tyler shall mean only that Tyler shall follow the reasonable
direction of City with respect to the results of the Services.
12. COOPERATION
Tyler agrees to work closely and reasonably cooperate with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to reasonably cooperate with Tyler on the Project.
Tyler Technologies, Inc. Page 5 9-8
13. CITY POLICY
Tyler shall discuss and review all matters relating to Project with City's Project
Administrator in advance of all critical decision points in order to ensure the Project
proceeds in a manner consistent with City goals and policies.
14. PROGRESS
Tyler is responsible for keeping the Project Administrator informed on a regular
basis regarding the status and progress of the Project, activities performed and planned,
and any meetings that have been scheduled or are desired.
15. INSURANCE
Without limiting Tyler's indemnification of City, and prior to commencement of
Work, Tyler shall obtain, provide and maintain at its own expense during the term of this
Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit F, and incorporated herein by reference.
16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. No assignment shall release
the original parties or otherwise constitute a novation. Notwithstanding the foregoing,
should Tyler be the subject of a merger or consolidation, Tyler may, upon reasonable
notice to the City, assign this Agreement in its entirety to the surviving entity and the City's
approval to such assignment shall not be unreasonably withheld.
17. SUBCONTRACTING
Subcontractors shall not perform Work on behalf of Tyler pursuant to this
Agreement without the prior written consent of City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
18. OWNERSHIP OF WORK PRODUCT
18.1 Documents and Printouts. All reports, drafts, maps, records, plans,
drawings, plans, specifications, and printouts and other documents (hereafter,
"Documents") prepared by Tyler in furtherance of the work shall be the sole property of
the City and shall be delivered to City whenever requested. Tyler may make duplicate
copies of such materials for its own file or for such other purpose as may be authorized
in writing by the City. Notwithstanding anything to the contrary herein, Tyler shall retain
ownership of all intellectual property rights in and to the Tyler Software Products and User
Guides, subject to the City's rights expressly granted under this Agreement.
18.2 Documents, including drawings and specifications, prepared by Tyler
pursuant to this Agreement are not intended or represented to be suitable for reuse by
Tyler Technologies, Inc. Page 6 s-s
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from Tyler
will be at City's sole risk and without liability to Tyler. Further, any and all liability arising
out of changes made to Tyler's deliverables under this Agreement by City or persons
other than Tyler is waived against Tyler, and City assumes full responsibility for such
changes unless City has given Tyler prior notice and has received from Tyler written
consent for such changes.
18.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
19. CONFIDENTIALITY
19.1 All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information or such release is
required by applicable law.
19.2 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.
Each Party agrees that it shall not disclose any confidential information of the other Party
and further agrees to take 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 for a period of two (2) years. This obligation of
confidentiality will not apply to information that: a) At the time of the disclosure is in the
public domain; b) After disclosure, becomes part of the public domain by publication or
otherwise, except by breach of this Agreement by a Party; c) A Party can establish by
reasonable proof was in that Party's possession at the time of disclosure without an
obligation to maintain the confidentiality of such information; d) A Party receives from a
third party who has a right to disclose it to that Party; or e) Is subject to disclosure under
the California Public Records Act or the Freedom of Information Act, only to the extent
disclosure is based on the good faith written opinion of the receiving party's legal counsel
that disclosure is required by law. , The receiving Party shall give prompt notice of the
service of process or other documentation that underlies such requirement and use its
best efforts to assist the disclosing Party if the disclosing Party wishes to obtain a
protective order or otherwise protect the confidentiality of such confidential information.
The disclosing Party reserves the right to obtain protective order or otherwise protect the
confidentiality of its confidential information.
20. INTELLECTUAL PROPERTY INDEMNITY
Tyler shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Tyler's Documents provided under this Agreement.
Tyler Technologies, Inc. Page 7 9-10
21. RECORDS
Tyler shall keep records and invoices in connection with the Services to be
performed under this Agreement. Tyler shall maintain complete and accurate records
with respect to the costs incurred under this Agreement and any Services, expenditures
and disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Tyler under this
Agreement. All such records and invoices shall be clearly identifiable. Tyler shall allow
a representative of City to examine, audit and make transcripts or copies of such records
and invoices during regular business hours. Tyler shall allow inspection of all Work, data,
documents, proceedings and activities directly related to the Agreement for a period of
three (3) years from the date of final payment to Tyler under this Agreement. Such
inspection shall occur after one (1) week advance notice.
22. WITHHOLDINGS
In the event City believes products or services do not conform to warranties in this
Agreement, City will provide written notice to Tyler within fifteen (15) calendar days of
receipt of the applicable invoice. City is allowed an additional fifteen (15) calendar days
to provide written clarification and details. Tyler will provide a written response to City
that will include either a justification of the invoice or an adjustment to the invoice. Tyler
and City will develop a plan to outline the reasonable steps to be taken by Tyler and City
to resolve any issues presented in City's notice to Tyler. City may only withhold payment
of the amount actually in dispute until Tyler completes its action items outlined in the plan.
Notwithstanding the foregoing, if Tyler is unable to complete its actions outlined in the
plan because City has not completed its action items outlined in the plan, City will remit
full payment of the invoice. Tyler shall not unreasonably discontinue work while items are
disputed in accord with this provision.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Tyler which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Tyler, the
additional design, construction and/or restoration expense shall be borne by Tyler.
Nothing in this Section is intended to limit City's rights under the law or any other sections
of this Agreement. Nothing is this section shall be construed to require Tyler to pay the
cost of substitute goods or services. This Section is, in all respects, subject to Sections
28 (Meet and Confer Process) and 31 (Limitation of Liability) of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with the Project.
The foregoing notwithstanding, any consultant shall be subject to the terms and
conditions of this Agreement, including, without limitation, the provisions regarding
handling and use of confidential information.
Tyler Technologies, Inc. Page 8 9-11
25. CONFLICTS OF INTEREST
25.1 Tyler or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seg., which
(1) require such persons to disclose any financial interest that may foreseeably be
materially affected by the Work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest.
25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Tyler shall
conform to all requirements therein. Failure to do so constitutes a material breach and is
grounds for termination of this Agreement in accordance with its terms by City or
otherwise if and to the extent required by applicable law. Tyler shall indemnify and hold
harmless City for any and all claims for damages resulting from Tyler's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
26.2 All notices, demands, requests or approvals from Tyler to City shall be
addressed to City at-
Attn: City Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Tyler shall be
addressed to Tyler at:
Attn: Chief Legal Officer
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Tyler shall submit to City, in writing, all
claims for compensation under or arising out of this Agreement. Tyler's acceptance of
the final payment shall constitute a waiver of all claims for compensation under or arising
out of this Agreement except those previously made in writing and identified by Tyler in
writing as unsettled at the time of its final request for payment.
Tyler Technologies, Inc. Page 9 9-12
28. MEET AND CONFER PROCESS.
28.1.1 For all disputes regarding either Party's performance under this
Agreement, the aggrieved Party will notify the other Party in writing within fifteen (15) days
of becoming aware of a dispute. If the Parties cannot resolve such dispute within thirty
(30) calendar days of receipt of written notice of dispute, the Parties will each promptly
designate an executive level representative from its organization to meet with its
counterpart from the other Party to resolve the dispute within a reasonable time period as
determined by the Parties ("Meet and Confer Process"). In the event the dispute is not
resolved within the time allotted during the Meet and Confer Process, either Party may
assert its other rights and remedies under this Agreement with a court of competent
jurisdiction.
28.1.2 All meetings and discussions during the Meet and Confer Process
will be deemed confidential settlement discussions not subject to disclosure under
Federal Rule of Civil Procedure 408 or any similar applicable state rule.
28.1.3 This provision shall not be interpreted as preventing either Party from
applying to a federal or state court of competent jurisdiction to obtain injunctive relief
pending resolution of the dispute through the dispute resolution procedures set forth
herein or exercising any other remedy available by law.
29. TERMINATION
29.1 In the event that either Party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required by this Agreement, and on the
condition that such failures or refusals were referred to the Meet and Confer Process
without resolution despite the good faith efforts of both parties, that Party shall be deemed
in default in the performance of this Agreement. If such default is not cured within a period
of two (2) business days, or if more than two (2) business days are reasonably required
to cure the default and the defaulting Party fails to give adequate assurance of due
performance within two (2) business days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting Party may terminate
the Agreement forthwith by giving to the defaulting Party written notice thereof.
29.2 Notwithstanding the above provisions, in the event the City, in its
reasonable discretion, disapproves Tyler's self -insured retentions as provided in Section
5(E) of Exhibit F, Tyler shall not be in default and this Agreement shall terminate
automatically. Additionally, notwithstanding Section 29.1, City shall have the right, at its
sole and absolute discretion and without cause, of terminating this Agreement at any time
by giving no less than forty-five (45) calendar days' prior written notice to Tyler. Upon
delivery of the Notice of Termination, Tyler shall cease all Work or Services under this
Agreement.
29.3 In the event of termination under this Section 29, City shall pay Tyler for
non -defective Tyler Software and Services delivered in accord with the requirements of
this Agreement and costs incurred up to the effective date of termination for which Tyler
has not been previously paid. On the effective date of termination, Tyler shall deliver to
Tyler Technologies, Inc. Page 10 9-13
City all of the following to the extent they are non-proprietary and non -confidential (1)
reports, (2) Documents and (3) other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
29.4 Procedure on Termination. If this Agreement is terminated following the
Completion of Services, then the City may retain the copy of the Software Products and
all reports, Documents and other information in its possession subject to the terms of this
Agreement but it shall not be entitled to any additional Licenses, nor will it receive updates
of, or modifications to, the Software Product made by Tyler. Notwithstanding the
foregoing, the City will remain subject to the obligations imposed upon it pursuant to this
Agreement with respect to the Software, including, but not limited to, such obligations
relating to use of the Software Product and confidentiality.
30. DISCLAIMER
THE WARRANTIES SET FORTH IN THIS AGREEMENT, INCLUDING
ATTACHMENTS AND EXHIBITS, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH
ARE HEREBY DISCLAIMED BY TYLER.
31. LIMITATION OF LIABILITY
31.1 Professional Services. In no event shall either Party be liable for special,
indirect, incidental, consequential, or exemplary damages, including, without limitation,
any damages resulting from loss of use, loss of data, interruption of business activities,
or failure to realize savings arising out of or in connection with the provision or quality of
professional services or use of the Tyler Software Products. Tyler's liability for damages
arising out of the professional services (identified as the line item "Tyler Services" in the
Investment Summary attached as Exhibit B), whether based on a theory of contract or
tort, shall be limited to two (2) times the Tyler Services fees identified in the Investment
Summary included in Exhibit B and paid by Client.
31.2 Maintenance Agreement (Exhibit C). In no event shall Tyler be liable for
special, indirect, incidental, consequential, or exemplary damages, including, without
limitation, any damages resulting from loss of use, loss of data, interruption of business
activities, or failure to realize savings arising out of or in connection with the provision or
quality of maintenance services or use of the Tyler Software Products. Tyler's liability for
damages and expenses arising out of the Maintenance Agreement, whether based on a
theory of contract or tort, shall be limited to two (2) times the Software Maintenance Fees
due and paid by City during the twelve (12) month period prior to the claim. The Software
Maintenance Fees reflect and are set in reliance upon this limitation of liability.
31.3 Software License Agreement (Exhibit D). In no event shall Tyler be liable
for special, indirect, incidental, consequential, or exemplary damages, including, without
limitation, any damages resulting from loss of use, loss of data, interruption of business
activities, or failure to realize savings arising out of or in connection with the use of the
Tyler Software Products. Tyler's liability for damages and expenses arising out of this
Tyler Technologies, Inc. Page 11 9-14
Software License Agreement, whether based on a theory of contract or tort, shall be
limited to two (2) times the Software License Fees set forth in the Investment Summary
included in Exhibit B and paid by Client. Such Software License Fees are set in reliance
upon this limitation of liability.
31.4 Third Party Product Agreement (Exhibit E). In no event shall Tyler be liable
for special, indirect, incidental, consequential, or exemplary damages, including without
limitation, any damages resulting from loss of use, loss of data, interruption of business
activities, or failure to realize savings arising out of or in connection with the use of the
Third Party Products. Tyler's liability for damages and expense arising out of the Third
Party Product Agreement attached as Exhibit E, whether based on a theory of contract
or tort, shall be limited to the License fee/purchase price of the Third Party Products as
set forth in the Investment Summary included in Exhibit B and paid by Client.
32. STANDARD PROVISIONS
32.1 Recitals. City and Tyler acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
32.2 Compliance with all Laws. Tyler shall, at its own cost and expense, comply
with all applicable statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Tyler shall conform to applicable City, county,
state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
32.3 Waiver. A waiver by either Party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
32.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
32.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the attachments attached hereto, the
following order of precedence shall apply: the terms of this Agreement and Exhibits A-F,
shall govern.
32.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
32.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Tyler and City and approved as to form by the City
Attorney.
Tyler Technologies, Inc. Page 12 9-15
32.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
32.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
32.10 Equal Opportunity Employment. Tyler represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
32.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
32.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Tyler Technologies, Inc. Page 13 9-16
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
baron . Harp yti
C ity A mey o� TO -,
ATTEST:
Date:
in
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
Kevin Muldoon
Mayor
CONSULTANT: Tyler Technologies, Inc.,
a Delaware corporation
Date:
Leilani I. Brown Abby Diaz
City Clerk Chief Legal Officer
Attachments:
Date:
Bv:
Rob Kennedy -Jensen
Group General Counsel
[END OF SIGNATURES]
Exhibit A - Support Call Process
Exhibit B — Investment Summary
Exhibit B - Attachment 1: Fee Schedule
Exhibit C — Software Maintenance Agreement
Exhibit D — Software License Agreement
Exhibit E — Third Party Product Agreement
Exhibit F — Insurance Requirements
Tyler Technologies, Inc. Page 14 9-17
•
toy
• technologies
Exhibit A
Support Call Process
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
support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most "how-to" and configuration -
based questions through a simplified search interface with machine learning, potentially
eliminating the need to submit the support case.
(2) Email — for less urgent situations, users may submit emails directly to the software support
group.
(3) Telephone — for urgent or complex questions, users receive toll -free, telephone software
support.
* Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website — www.tylertech.com — for accessing client tools, documentation, and other
information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources
simultaneously to find the answers you need, 24x7.
(3) 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.
(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). Tyler's holiday schedule is
outlined below. There will be no support coverage on these days.
New Year's Day
Labor Day
Martin Luther King, Jr. Day
Thanksgiving Day
Memorial Day
Day after Thanksgiving
Independence Day
Christmas Day
For support teams that provide after-hours service, 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 of
Tyler Technologies, Inc. Page A-1 9-18
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.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique case number. This system tracks the history of each incident. The case number is used to track
and reference open issues when clients contact support. Clients may track incidents, using the case
number, through Tyler's Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client's needs. 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
Level
Characteristics of Support Incident
Resolution Targets`
Support incident that causes (a)
Tyler shall provide an initial response to Priority Level
complete application failure or
1 incidents within one (1) business hour of receipt of
application unavailability; (b)
the incident. Once the incident has been confirmed,
1
application failure or unavailability in
Tyler shall use commercially reasonable efforts to
Critical
one or more of the client's remote
resolve such support incidents or provide a
location; or (c) systemic loss of
circumvention procedure within one (1) business
multiple essential system functions.
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.
Support incident that causes (a)
Tyler shall provide an initial response to Priority Level
repeated, consistent failure of
2 incidents within four (4) business hours of receipt of
essential functionality affecting more
the incident. Once the incident has been confirmed,
than one user or (b) loss or corruption
Tyler shall use commercially reasonable efforts to
2
of data.
resolve such support incidents or provide a
High
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.
Tyler Technologies, Inc. Page A-2 9-19
Priority
Level
Characteristics of Support Incident
Resolution Targets"
Priority Level 1 incident with an
Tyler shall provide an initial response to Priority Level
existing circumvention procedure, or
3 incidents within one (1) business day of receipt of
a Priority Level 2 incident that affects
the incident. Once the incident has been confirmed,
only one user or for which there is an
Tyler shall use commercially reasonable efforts to
3
existing circumvention procedure.
resolve such support incidents without the need for a
Medium
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 failure of
Tyler shall provide an initial response to Priority Level
non -essential functionality or a
4 incidents within two (2) business days of receipt of
4
cosmetic or other issue that does not
the incident. Once the incident has been confirmed,
Non-
critical
qualify as any other Priority Level.
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
Response and Resolution Targets may differ by product or business need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource 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 the Client's 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 the Client's 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 Technologies, Inc. Page A-3 9-20
•
••:':�• t y I e r
• technologies
Exhibit B
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to
you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the
event of conflict between the Agreement and terms in the Comments section of this Investment
Summary, the language in the Agreement will prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Tyler Technologies, Inc. Page B-1 9_21
•
••:':�• tyler
• technologies
Exhibit B
Attachment 1
Fee Schedule
The City's annual fee is set forth in the attached Proforma in the amount of $222,655.47 with a cap on
increases of five percent (5%) annually.
Year
Cap on Increases
2023 — 2024
5%
2024 — 2025
5%
2025 — 2026
5%
2026 - 2027
5%
Tyler Technologies, Inc. Page B-2 9-22
•. Remittance THIS IS NOT AN INVOICE
••• �• tyler Tyler Technologies, Inc. PROFORMA
10,00 (FEIN 75-2303920)
• technologies P.O. Box 203556 Company Order No. Date Page
Dallas, TX 75320-3556
Empowering people who serve the public` Questions 045 170360 03/16/2D22 1 of 3
Tyler Technologies - ERP & Schools
Phone: 1-800-772-2260 Press 2, then 1
Fax 1-866-673-3274
Frtraii- arrn)tvlRrtFrh horn
To: City of Newport Beach Ship To: City of Newport Beach
Attn: Accounts Payable Attn: Accounts Payable
100 Civic Center Drive 100 Civic Center Drive
Newport Beach, CA 92663 Newport Beach, CA 92663
United States United States
CustomerGrp/No. Customer Po# Payment Terns Currency Code Ship Via Salesperson Cd
1 48557 Net30 USD ELEC
No. item/ Description/ Comments Drop Ship # Users
Quantity
U/M
Unit Price
Disc %
Total Cost
Contract No.:
Newport Beach, CA
1
Renewal: No
1
1
EA
30,000.00
.00
30,000.00
TYLER SYSTEM MANAGEMENT SERVICES SUPPORT
Maintenance Plan: ;
2
Renewal: No
1
1
EA
2,723.47
.00
2,723.47
SUPPORT & UPDATE LICENSING - HUMAN RESOURCES MANAGEMENT
Maintenance Plan: ;
3
Renewal: No
1
1
EA
5,565,36
.00
5,565.36
SUPPORT & UPDATE LICENSING - PAYROLL W/ESS
Maintenance Plan- ;
4
Renewal: No
1
1
EA
1,381.47
.00
1,381.47
SUPPORT & UPDATE LICENSING - CENTRAL PROPERTY FILE
Maintenance Plan: ;
5
Renewal: No
1
1
EA
9,709.77
.00
9,709.77
SUPPORT & UPDATE LICENSING - UTILITY BILLING CIS
Maintenance Plan- ;
6
Renewal: No
1
1
EA
5,210,13
.00
5,210.13
SUPPORT & UPDATE LICENSING - MAPLINK GIS INTEGRATION
Maintenance Plan: ;
7
Renewal: No
1
1
EA
3,126.08
.00
3,126.08
SUPPORT & UPDATE LICENSING - UTILITY BILLING INTERFACE
Maintenance Plan: ;
8
Renewal: No
1
1
EA
26,050.63
.00
26,050.63
SUPPORT & UPDATE LICENSING - ACCTG/GUBUDGET/AP
Maintenance Plan: ;
9
Renewal: No
1
1
EA
1,302,53
D0
1,302.53
SUPPORT & UPDATE LICENSING - INTERFACE TO BMI TRACKING
Maintenance Plan: ;
9-23
•• Remittance THIS IS NOT AN INVOICE
••• •• tyler Tyler Technologies, Inc. PROFORMA
••• • (FEIN 75-2303920)
• v technologies P.O. Box 203556 Company Order No. Date Page
Dallas, TX 75320-3556
Empowering people who serve the publilt° Ques"Ons 045 170360 03116/2022 2 of 3
Tyler Technologies - ERP & Schools
Phone: 1-800-772-2260 Press 2, then 1
Fax: 1-866-673-3274
Finail• arOtviprtxrh mm
No. ltam/ Description/ Comments Drop Ship # Users Quantity U/M Unit Price Disc % Total Cast
10
Renewal: No
1 1
EA
1,302.53
.00
1,302.53
SUPPORT & UPDATE LICENSING - BMI Collecirr INTERFACE
Maintenance Plan: ;
11
Renewal: No
1 1
EA
3,386.59
.00
3,386.59
SUPPORT & UPDATE LICENSING - CONTRACT MANAGEMENT
Maintenance Plan: ;
12
Renewal: No
1 1
EA
3,197.11
.00
3,197.11
SUPPORT & UPDATE LICENSING - EMPLOYEE EXPENSE REIMBURSEMENT
Maintenance Plan: ;
13
Renewal: No
1 1
EA
7,815.19
.00
7,815.19
SUPPORT & UPDATE LICENSING - FIXED ASSETS
Maintenance Plan: ;
14
Renewal: No
1 1
EA
7,815.19
.00
7,815.19
SUPPORT & UPDATE LICENSING - INVENTORY
Maintenance Plan: ;
15
Renewal: No
1 1
Fes,
5,731.15
.00
5,731.15
SUPPORT & UPDATE LICENSING - PROJECT & GRANT ACCOUNTING
Maintenance Plan: ;
16
Renewal: No
1 1
EA
7,815.19
.00
7,815.19
SUPPORT & UPDATE LICENSING - PURCHASE ORDERS
Maintenance Plan: ;
17
Renewal: No
1 1
EA
5,470,64
.00
5,470.64
SUPPORT & UPDATE LICENSING - REQUISITIONS
Maintenance Plan: ;
18
Renewal: No
1 1
EA
5,470.64
.00
5,470.64
SUPPORT & UPDATE LICENSING - TREASURY MANAGEMENT
Maintenance Plan: ;
19
Renewal: No
1 1
EA
7.104.71
.00
7,104.71
SUPPORT & UPDATE LICENSING - ACCOUNTS RECEIVABLE
Maintenance Plan: ;
20
Renewal: No
1 1
EA
3,315.55
.00
3,315.55
SUPPORT & UPDATE LICENSING - GENERAL BILLING
Maintenance Plan: ;
9-24
RemMance
THIS
IS NOT AN INVOICE
••
••• •• tyler
Tyler Technologies, Inc.
PROFORMA
•••�•
(FEIN 75-2303920)
• technologies P.O. Box 203556
Dallas, TX 75320-3556
company
Order No. dare
F�age
Empowering people who serve the public Questions
k. 045
170360 03/16/2022
3 ot3
Tyler Technologies - ERP & Schools
Phone: 1-800-772-2260 Press 2, then 1
Fax 1-866-673-3274
Finail• ar(i)ii tvlArtarh rnm
No. tbwW Description/ comments Drop Ship #z Users
Quantity UM
Unit Price Disc %
Total Cost
21
Renewal: No 1
1 EA
10,893.89 .00
10,893.89
SUPPORT & UPDATE LICENSING - TYLER CASHIERING
Maintenance Plan: ;
22
Renewal: No 1
1 EA
4,440.45 .00
4,440.45
SUPPORT & UPDATE LICENSING - ANNUAL COMPREHENSIVE FINANCIAL REPORT
Maintenance Plan: ;
23
Renewal: No 1
1 EA
5,131.19 .00
5,131.19
SUPPORT & UPDATE LICENSING - TYLER FORMS PROCESSING
Maintenance Plan: ;
24
Renewal: No 1
1 E4
5,470.64 .00
5,470.64
SUPPORT & UPDATE LICENSING - ePROCUREMENT
Maintenance Plan: ;
25
Renewal: No 1
1 EA
7,104.71 .00
7.104.71
SUPPORT & UPDATE LICENSING - CITIZEN SELF SERVICE
Maintenance Plan: ;
26
Renewal: No 1
1 EA
24,913.88 .00
24,913.88
SUPPORT & UPDATE LICENSING - MUNIS ANALY-nCS & REPORTING
Maintenance Plan: ;
27
Renewal: No 1
1 EA
21,206.78 .00
21,206.78
SUPPORT & UPDATE LICENSING - TYLER CONTENT MANAGER ENTERPRISE
Maintenance Plan: ;
Does not Include any applicable taxes Order Total: 222,655.47
Comments: Upon acceptance please email Your Purchase order to PO"Iertech.com
9-25
EXHIBIT C
SOFTWARE MAINTENANCE AGREEMENT WITH TYLER TECHNOLOGIES, INC.
Scope of Agreement. City agrees to purchase and Tyler agrees to provide
maintenance services for the Tyler Software Products in accordance with the
following terms and conditions.
2. Term of Agreement. This Maintenance Agreement is effective on June 24, 2022
and will remain in force for an initial one (1) year term. The Maintenance
Agreement will renew automatically for additional one (1) year terms at Tyler's
then -current Maintenance fees unless terminated in writing by either party at least
fifteen (15) days prior to the end of the then -current term. The foregoing
notwithstanding, increases to the annual Maintenance fees for the Tyler Software
Products are set forth in Exhibit B Attachment 1.
2.1 Maintenance fees will be invoiced by Tyler annually sixty (60) days prior to
the annual renewal of this Maintenance Agreement. City shall pay the invoiced
amount within sixty (60) days following receipt of invoice. Tyler shall provide City
written notice of any change in annual Maintenance fees no less than forty-five
(45) days prior to the annual review of this Maintenance Agreement.
2.2 Additional Charges. Any maintenance services performed by Tyler for City
that are not covered by this Maintenance Agreement, as set forth in Section 4
below, including materials and expenses, will be billed to City at Tyler's then
current rates upon written amendment to the Agreement.
2.3 Tyler reserves the right to suspend maintenance services if Client fails to
pay undisputed Maintenance fees within ninety (90) calendar days of receipt of an
invoice. Tyler shall reinstate maintenance services upon Client's payment of all
past due Maintenance fees, including all such fees for the periods during which
services were suspended.
3. Maintenance Services Terms and Conditions. For as long as a current
Maintenance Agreement is in place, Tyler shall:
3.1 In a professional, good and workmanlike manner, perform its obligations in
accordance with Tyler's then -current support call process (Tyler's current
support call process is set forth in the document attached hereto as Exhibit
A) in order to conform the Tyler Software Products to the applicable
warranty under this Agreement. If City modifies the Tyler Software Products
without Tyler's prior written consent, Tyler's obligations to provide
maintenance services on and warrant the Tyler Software Products will be
void.
3.2 Provide telephone support on the Tyler Software Products. Tyler personnel
shall accept telephone calls during the hours set forth in Exhibit A.
Tyler Technologies, Inc. Page C-1 9-26
3.3 Continuously maintain a master set of the Tyler Software Products on
appropriate media, a hardcopy printout of source code to the Tyler Software
Products, and Tyler User Guides.
3.4 Maintain personnel that are appropriately trained to be familiar with the Tyler
Software Products in order to provide maintenance services.
3.5 Provide City with all releases Tyler makes to the Tyler Software Products
that Tyler makes generally available without additional charge to customers
possessing a current Tyler annual Maintenance Agreement. Third Party
Products and installation - Consulting and Training services related to the
new releases will be provided to City at Tyler's then -current rates, upon
written amendment to the Agreement. City acknowledges and agrees that
a new release of the Tyler Software Products is for implementation in the
Tyler Software Products, as they exist without City customization or
modification.
3.6 Support prior releases of the Tyler Software Products in accordance with
Tyler's then -current release life cycle policy.
4. Limitations and Exclusions. Maintenance fees do not include installation or
implementation of the Tyler Software Products, onsite support (unless Tyler cannot
remotely correct a defect in a Tyler Software Product), application design, other
consulting services, support of an operating system or hardware, and support
outside Tyler's normal business hours.
5. City Responsibilities.
5.1 City shall provide, at no charge to Tyler, full and free access to the Tyler
Software Products; and use of machines, attachments, features, or other
equipment necessary to provide maintenance services set forth herein.
5.2 Tyler currently utilizes "Go To Assist" as a secure commercial PC -to -PC
remote connectivity tool to provide remote maintenance services. City shall
maintain for the duration of the Agreement a high-speed Internet connection
capable of connecting to City's PC's and server. Tyler strongly
recommends that City also maintain a modem or VPN for backup
connectivity purposes. Tyler, at its option, will use the connection to assist
with problem diagnosis and resolution.
Tyler Technologies, Inc. Page C-2 9-27
EXHIBIT D
SOFTWARE LICENSE AGREEMENT WITH TYLER TECHNOLOGIES, INC.
1. License Grant.
1.1 Upon the Effective Date, Tyler hereby grants to City a non-exclusive, non-
transferable, royalty -free, revocable license to use the Tyler software products on -
premises as set forth in the investment summary attached hereto as Exhibit B
("Investment Summary") and related interfaces (collectively, the "Tyler Software
Products") and Tyler user guides provided in or with the Tyler Software Products
("User Guides") for City's internal business purposes only and otherwise subject to
the terms and conditions of this Agreement. This license is revocable by Tyler if
City fails to comply with the terms and conditions of this Agreement, including
without limitation, City's failure to timely pay the Software fees in full. Upon City's
payment in full for the Tyler Software Products, and notwithstanding any expiration
of the term of this Agreement, this license will become irrevocable, subject to the
restrictions on use and other terms set forth in this Agreement.
1.2 Tyler shall retain ownership of, including all intellectual property rights in
and to, the Tyler Software Products and User Guides.
1.3 The Tyler Software Products are not licensed to perform functions or
processing for subdivisions or entities that were not disclosed to Tyler prior to the
Effective Date.
1.4 The right to transfer the Tyler Software Products to a replacement hardware
system is included in this Agreement. City shall pay Tyler for the cost of new media
or any required technical assistance to accommodate the transfer. City shall
provide advance written notice to Tyler of any such transfer.
1.5 City acknowledges and agrees that the Tyler Software Products and User
Guides are proprietary to Tyler and have been developed as trade secrets at
Tyler's expense. City shall use best efforts to keep the Tyler Software Products
and User Guides confidential and to prevent any misuse, unauthorized use or
unauthorized disclosure of the Tyler Software Products or User Guides by any
party.
1.6 The Tyler Software Products may not be modified by anyone other than
Tyler. If City modifies the Tyler Software Products without Tyler's prior written
consent, Tyler's obligations to provide maintenance services on, and the warranty
for, the Tyler Software Products will be void. City shall not perform decompilation,
disassembly, translation or other reverse engineering on the Tyler Software
Products.
1.7 City may make copies of the Tyler Software Products for archive purposes
only. City shall repeat any and all proprietary notices on any copy of the Tyler
Software Products. City may make copies of the Tyler User Guides for internal
use only.
Tyler Technologies, Inc. Page D-1 9-28
2. Limited Warranty.
For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler
Software Products to substantially conform to the then -current Tyler User Guides.
A Tyler Software Product is "Defective" if it contains a Defect. For as long as a
current Maintenance Agreement is in place, Tyler warrants that the Tyler Software
Products will not contain Defects. If the Tyler Software Products do not perform
as warranted, Tyler will use reasonable efforts, consistent with industry standards,
to cure the Defect in accordance with Tyler's then -current support call process
(Tyler's current support call process is set forth in the document attached hereto
as Attachment 1 to Exhibit A).
3. Intellectual Property Infringement Indemnification.
3.1 Tyler's Obligations. Tyler shall defend and indemnify City against any claim
by an unaffiliated third party of this Agreement that a Tyler Software Product, if
used within the scope of this Agreement, directly infringes that party's registered
United States patent, copyright or trademark issued and existing as of the Effective
Date or as of the distribution date of a release to the Tyler Software Product, and
will pay the amount of any resulting adverse final judgment issued by a court of
competent jurisdiction or of any settlement made by Tyler in writing.
3.2 City's Obligations. Tyler obligations in this section are contingent on the
City performing all of the following in connection with any claim as described
herein:
Promptly notifies Tyler in writing of any such claim,
Gives Tyler reasonable cooperation, information, and assistance in
connection with the claim; and
Consents to Tyler's sole control and authority with respect to the defense,
settlement or compromise of the claim.
3.3 Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if
the claim of infringement or an adverse final judgment rendered by a court of
competent jurisdiction results from:
City's use of a previous version of a Tyler Software Product and the claim
would have been avoided had City used the current version of the Tyler
Software Product of which it had received advance notice of availability and
reasonable opportunity to implement;
City's combining the Tyler Software Product with devices or products not
provided, recommended or explicitly permitted by Tyler;
Use of a Tyler Software Product in applications, business environments or
processes for which the Tyler Software Product was not designed or
contemplated, and where use of the Tyler Software Product outside such
Tyler Technologies, Inc. Page D-2 9-29
application, environment or business process would not have given rise to
the claim;
Corrections, modifications, alterations or enhancements that City made to
the Tyler Software Product and such correction, modification, alteration or
enhancement is determined by a court of competent jurisdiction to be a
contributing cause of the infringement;
Use of the Tyler Software Product by any person or entity other than City or
City's employees or such users who are reasonably expected to use or
access the Tyler Software Products; or
City's willful infringement, including City's continued use of the infringing
Tyler Software Product after City becomes aware that such infringing Tyler
Software Product is or is likely to become the subject of a claim hereunder.
3.4 Remedy. In the event a Tyler Software Product is, by a court of competent
jurisdiction, finally determined to be infringing and its use by City is enjoined, Tyler
will, at its election:
Procure for City the right to continue using the infringing Tyler Software
Products;
Modify or replace the infringing Tyler Software Products so that it becomes
non -infringing; or
Terminate City's license for the infringing Tyler Software Product.
The foregoing states Tyler's entire liability and City's sole and exclusive
remedy with respect to the subject matter hereof.
Tyler Technologies, Inc. Page D-3 9-30
EXHIBIT E
THIRD PARTY PRODUCT AGEEMENT
Agreement to License or Sell Third Party Products. For the price set forth in the
Investment Summary, Tyler agrees to license or sell and deliver to City, and City
agrees to accept from Tyler the System Software and Hardware set forth in the
Investment Summary (collectively, the "Third Party Products").
2. License of System Software.
2.1 Upon City's payment in full of the System Software fees, Tyler shall grant
to City and City shall accept from Tyler a non-exclusive, nontransferable, non -
assignable license to use the System Software and related documentation for
City's internal business purposes, subject to the terms and conditions set forth
herein.
2.2 The developer of the System Software (each a "Developer", collectively
"Developers") shall retain ownership of the System Software.
2.3 The right to transfer the System Software to a replacement hardware
system is governed by the Developer. The cost for new media or any required
technical assistance to accommodate the transfer would be billable charges to
City. City shall provide advance written notice to Tyler of any such transfer.
2.4 City acknowledges and agrees that the System Software and related
documentation are proprietary to the Developer and have been developed as trade
secrets at the Developer's expense. City shall use best efforts to keep the System
Software and related documentation confidential and to prevent any misuse,
unauthorized use, or unauthorized disclosure of the System Software and related
documentation by any party.
2.5 City shall not perform decompilation, disassembly, translation or other
reverse engineering on the System Software.
2.6 City may make copies of the System Software for archive purposes only.
City shall repeat any and all proprietary notices on any copy of the System
Software. City may make copies of the documentation accompanying the System
Software for internal use only.
3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for
Third Party Products include costs for shipment while in transit from the Developer
or supplier to City.
4. Installation and Acceptance. Unless otherwise noted in the Investment Summary,
the Tyler Software Product installation fee includes installation of the Third Party
Products. Upon completion of installation, City will obtain from Tyler a certification
of completion, or similar document, which will constitute City's acceptance of the
Tyler Technologies, Inc. Page E-1 9-31
Third Party Products. Such acceptance will be final and conclusive except for
latent defect, fraud, and a gross mistake as amount to fraud.
6. Site Requirements. City shall provide a suitable environment, location and space
for the installation and operation of the Third Party Products; sufficient and
adequate electrical circuits for the Third Party Products; and installation of all
required cables.
7. Warranties.
7.1 Tyler is authorized by each Developer to grant licenses or sublicenses to
the System Software.
7.2 Tyler warrants that each System Software product will be new and unused,
and if City fully and faithfully performs each and every obligation required of it under
this Third Party Product Agreement, City's title or license to each System Software
product will be free and clear of all liens and encumbrances arising through Tyler.
7.3 City acknowledges and agrees that Tyler is not the manufacturer of the
Third Party Products. As such, Tyler does not warrant or guarantee the condition
or operating characteristics of the Third Party Products. Tyler hereby grants and
passes through to City any warranty adjustments that Tyler may receive from the
Developer or supplier of the Third Party Products.
8. Maintenance.
8.1 In the event City elects not to purchase through Tyler maintenance
services on the System Software, it will be the responsibility of City to repair and
maintain the System Software and purchase enhancements as necessary after
acceptance.
8.2 In the event City elects to purchase through Tyler maintenance services
on the System Software, Tyler will facilitate resolution of a defect in a System
Software product with the Developer.
8.3 In the event the Developer charges a fee for future System Software
release(s), City will be required to pay such fee, upon written amendment to the
Agreement.
Tyler Technologies, Inc. Page E-2 9-32
EXHIBIT F
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Tyler's indemnification of City, and prior
to commencement of Work, Tyler shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form reasonably satisfactory to City. Tyler
agrees to provide insurance in accordance with requirements set forth here. If
Tyler uses existing coverage to comply and that coverage does not meet these
requirements, Tyler agrees to amend, supplement or endorse the existing
coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Tyler shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Tyler shall submit to City, along with the certificate of insurance, a Waiver
of Subrogation endorsement in favor of City, its City Council, boards and
commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Tyler shall maintain commercial general liability
insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in
an amount not less than one million dollars ($1,000,000) per occurrence,
two million dollars ($2,000,000) general aggregate. The policy shall cover
liability arising from premises, operations, personal and advertising injury,
and liability assumed under an insured contract (including the tort liability of
another assumed in a business contract).
C. Automobile Liability Insurance. Tyler shall maintain automobile insurance
at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of Tyler arising out of or
in connection with Work to be performed under this Agreement, including
coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit each
accident.
Tyler Technologies, Inc. Page F-1 9-33
D. Professional Liability (Errors & Omissions) Insurance. Tyler shall maintain
professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of five million
dollars ($5,000,000) per claim and in the aggregate. Any policy inception
date, continuity date, or retroactive date must be before the Effective Date
of this Agreement and Tyler agrees to maintain continuous coverage
through a period no less than three years after completion of the Services
required by this Agreement.
E. Cyber Liability Insurance. Tyler shall maintain cyber liability insurance with
limits of not less than one million dollars ($1,000,000) per occurrence and
two million dollars ($2,000,000) annual aggregate covering claims involving
denial of service, denial of access, violation of right of privacy, privacy costs
(privacy injury and identify theft), unauthorized access or use, replacement
or restoration of electronic data (1st party) and extortion threats. Such
coverage is required only if any products and/or services related to
information technology (including hardware and/or software) are provided
to City, and Tyler agrees to maintain continuous coverage from the Effective
Date through a period of no less than three (3) years after completion of the
Services required by this Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. Workers' Compensation insurance coverage
maintained or procured pursuant to this Agreement shall be endorsed to
waive subrogation against City, its City Council, boards and commissions,
officers, agents, volunteers and employees or shall specifically allow Tyler
or others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Tyler hereby
waives its own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants, if any.
B. Additional Insured Status. The Commercial General Liability and
Automobile Liability policies shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as additional insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis as between Tyler and the City for claims for which Tyler is liable and,
in such situations, shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. Tyler shall provide City with thirty (30) calendar
days' notice of cancellation (except for nonpayment for which ten (10)
calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
Tyler Technologies, Inc. Page F-2 9-34
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Tyler shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver
of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsements must be approved by City's Risk Manager (with such
approval not to be unreasonably withheld) prior to commencement of
performance. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement. The certificates and
endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. At least fifteen
(15) days prior to the expiration of any such policy, evidence of insurance
showing that such insurance coverage has been renewed or extended shall
be filed with the City. If such coverage is cancelled or reduced, Tyler shall,
within ten (10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the City evidence of insurance showing that
the required insurance has been reinstated or has been provided through
another insurance company or companies. City reserves the right to require
complete, certified copies of all required insurance policies, should
circumstances warrant such request, i.e., litigation.
B. Insurance of Subcontractors. Tyler shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Tyler shall ensure that City is an additional insured on insurance
required from subcontractors. For CGL coverage, subcontractors shall
provide coverage with a format at least as broad as CG 20 38 04 13.
C. Enforcement of Agreement Provisions. Tyler acknowledges and agrees
that any actual or alleged failure on the part of City to inform Tyler of non-
compliance with any insurance requirement hereunder imposes no
additional obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
E. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. Self-insurance will not be considered to comply with
these requirements unless approved by City.
F. City Remedies for Non -Compliance. If Tyler or any subconsultant fails to
provide and maintain insurance as required herein, then City shall have the
Tyler Technologies, Inc. Page F-3 9-35
right but not the obligation, to terminate this Agreement, or to suspend
Tyler's right to proceed until proper evidence of insurance is provided.
G. Timely Notice of Claims. Tyler shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from Tyler's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Tyler's Insurance. Tyler shall also procure and maintain, at its own cost and
expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
Tyler Technologies, Inc. Page F-4 9-36