HomeMy WebLinkAboutTyler Technologies, Inc - 2021If
RECEIVED
•
••• •�i tyler APR p 1 2021
#• technologies atyce 01
Gf aa
LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the
Investment Summary and Tyler desires to perform such actions under the terms of this Agreement;
WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) ("Sourcewell")
under member number 17730.
WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by
submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 090320-TTI
(hereinafter, the "Sourcewell Contract");
WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler's contract with and pricing
information for Sourcewell is available at https://sourcewell-mn.gov/cooperative-purchasing/; and
WHEREAS Client desires to purchase off the Sourcewell contract to procure public safety software functionality
from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and
conditions set forth below;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this
Agreement, Tyler and Client agree as follows:
SECTION A— DEFINITIONS
• "Agreement" means this License and Services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy
is attached as Schedule 1 to Exhibit B.
• "Client" means City of National City, CA.
• '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. 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.
• "Developer' means a third party who owns the intellectual property rights to Third Party Software.
• "Documentation" means any online or written documentation related to the use or functionality of the
Tyler Software that we provide or otherwise make available to you, including instructions, user guides,
manuals and other training or self-help documentation.
• "Effective Date" means the date on which your authorized representative signs the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, 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 you or us.
• "Investment Summary" means the agreed upon cost proposal for the software, products, and services
attached as Exhibit A.
*00 tyler
National City, CA LSA Agreement 110620.docx
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "Maintenance and Support Agreement" means the terms and conditions governing the provision of
maintenance and support services to all of our customers. A copy of our current Maintenance and
Support Agreement is attached as Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who have
licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to
Exhibit C.
• "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party
Software, as applicable and attached as Exhibit D.
• 'Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary.
• 'Third Party Products" means the Third Party Software and Third Party Hardware.
• 'Third Party Software" means the third party software, if any, identified in the Investment Summary.
• 'Third Party Services" means the third party services, if any, identified in the Investment Summary.
• 'Tyler" means Tyler Technologies, Inc., a Delaware corporation, as successor -in -interest to New World
Systems.
• 'Tyler Software" means our proprietary software, including any integrations, custom modifications,
and/or other related interfaces identified in the Investment Summary and licensed by us to you through
this Agreement.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
Fjyilfil�l �i• 7l] r�9ili�C+74LTFA
1. License Grant and Restrictions.
1A We grant to you a license to use the Tyler Software for your internal business purposes only, in the
scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of
the Tyler Software for backup and testing purposes, so long as such copies are not used in production
and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be
revoked if you do not comply with the terms of this Agreement.
1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-
commercial reference purposes only.
1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile,
or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the
Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third
parties.
1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or
make available to you through your Maintenance and Support Agreement.
1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license.
You will give us advance written notice of any such transfer and will pay us for any required or
requested technical assistance from us associated with such transfer.
1.6 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties. We own
the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation.
National City, CA LSA Agreement 110620.docx
%f. tyler,
The Tyler Software is licensed, not sold.
2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary.
Those amounts are payable in accordance with our Invoicing and Payment Policy.
3. Escrow. We maintain an escrow agreement with a third party under which we place the source code for
each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by
completing a standard beneficiary enrollment form and paying the annual beneficiary fee set forth in the
Investment Summary. You will be responsible for maintaining your ongoing status as a beneficiary, including
payment of the then -current annual beneficiary fees. Release of source code for the Tyler Software is
strictly governed by the terms of the escrow agreement.
4. 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.
S. Affiliated Organizations for the Tyler Software.
5.1 Access by Affiliated Organizations. We will permit you to grant each Affiliated Organization access to the
Tyler Software hosted from your servers. You understand and agree that you are solely responsible for
making the Tyler Software available to any Affiliated Organizations, and that we do not warrant, and are
not responsible for, the performance of your servers or any Affiliated Organization's access thereto.
5.2 Application of this Agreement. Each Affiliated Organization must abide by the terms and conditions of
this Agreement, and you are responsible for any breach hereof by an Affiliated Organization accessing
the Tyler Software hosted from your servers.
5.3 Termination of Access of an Affiliated Organization. You agree to deny an Affiliated Organization's
access to the Tyler Software upon written notice from us that the applicable Affiliated Organization has
violated the terms of this Agreement.
SECTION C — PROFESSIONAL SERVICES
1. Services. We will provide you the various implementation -related services itemized in the Investment
Summary.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the
Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of
time and materials required for your implementation. We will bill you the actual fees incurred based on the
in -scope services provided to you. Any discrepancies in the total values set forth in the Investment
Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of
services and related costs (including programming and/or interface estimates) required for the project
based on our understanding of the specifications you supplied. If additional work is required, or if you use
or request additional services, we will provide you with an addendum or change order, as applicable,
outlining the costs for the additional work. The price quotes in the addendum or change order will be valid
National City, CA LSA Agreement 110620.docx �tyler
."
for thirty (30) days from the date of the quote.
4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel
reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than
two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-
refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional
services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign
personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. 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.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your
personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation
services, subject to any reasonable security protocols or other written policies provided to us as of the
Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a
reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third
Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably
necessary items required for the installation and operation of the Tyler Software and any Third Party
Products.
7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process
requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate
with and assist us as may be reasonably required to meet the agreed upon project deadlines and other
milestones for implementation. This cooperation includes at least working with us to schedule the
implementation -related services outlined in this Agreement. We will not be liable for failure to meet any
deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to
provide such cooperation and assistance (either through action or omission).
SECTION D — MAINTENANCE AND SUPPORT
This Agreement includes the period of free maintenance and support services identified in the Invoicing and
Payment Policy. If you have purchased ongoing maintenance and support services, and continue to make
timely payments for them according to our Invoicing and Payment Policy, we will provide you with
maintenance and support services for the Tyler Software under the terms of our standard Maintenance and
Support Agreement.
If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the
Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing
maintenance and support on the Tyler Software on a time and materials basis. In addition, you will:
(i) receive the lowest priority under our Support Call Process;
(ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and
patches;
(iii) be charged our then -current rates for support services, or such other rates that we may
consider necessary to account for your lack of ongoing training on the Tyler Software;
(iv) be charged for a minimum of two (2) hours of support services for every support call; and
(v) not be granted access to the support website for the Tyler Software or the Tyler Community
Forum.
tyler
National City, CA LSA Agreement 110620.docx f'
SECTION E—THIRD PARTY PRODUCTS
To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and
conditions will apply:
1. Third Partv Hardware. We will sell and deliver onsite the Third Party Hardware, if you have purchased any,
for the price set forth in the Investment Summary. Those amounts are payable in accordance with our
Invoicing and Payment Policy.
2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non-
transferable license to use the Third Party Software and related documentation for your internal business
purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms.
2.1 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party
Software, you will be required to pay such additional future fee.
2.2 The right to transfer the Third Party Software to a replacement hardware system is governed by the
Developer. You will give us advance written notice of any such transfer and will pay us for any required
or requested technical assistance from us associated with such transfer.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and
clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or
guarantee the performance of the Third Party Products. However, we grant and pass through to you
any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance
with our Invoicing and Payment Policy.
5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and
other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or
issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution
with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement
in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in
effect with us, you will be responsible for resolving defects and other issues related to the Third Party
Software directly with the Developer.
SECTION F — INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our
Invoicing and Payment Policy, subject to Section F(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this
Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable
••0 tyler
National City, CA LSA Agreement 110620.docx }• •
invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that
we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment
to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may
be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve
any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and
only those amounts, until we complete the action items outlined in the plan. If we are unable to complete
the action items outlined in the action plan because of your failure to complete the items agreed to be done
by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all
services, including maintenance and support services, if you fail to pay an invoice not disputed as described
above within fifteen (15) days of notice of our intent to do so.
SECTION G —TERMINATION
1. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute
Resolution clause set forth in Section 1(3). You may terminate this Agreement for cause in the event we do
not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within
the thirty (30) day window set forth in Section 1(3). In the event of termination for cause, you will pay us for
all undisputed fees and expenses related to the software, products, and/or services you have received, or
we have incurred or delivered, prior to the effective date of termination.
2. 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 in this Agreement, you may unilaterally
terminate this Agreement effective on the final day of the fiscal year through which you have funding. You
will make every effort to give us at least thirty (30) days written notice prior to a termination for lack of
appropriations. In the event of termination due to a lack of appropriations, you will pay us for all
undisputed fees and expenses related to the software and/or services you have received, or we have
incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have
been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to
be withheld at termination. You will not be entitled to a refund or offset of previously paid license and
otherfees.
3. Force Maieure. Neither party will be liable, you or we may terminate this Agreement if a Force Majeure
event suspends performance of scheduled tasks for a period of forty-five (45) days or more. In the event of
termination due to Force Majeure, you will pay us for all undisputed fees and expenses related to the
software and/or services you have received, or we have incurred or delivered, prior to the effective date of
termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set
forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be
entitled to a refund or offset of previously paid license and other fees.
SECTION H — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes
that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the
amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us
promptly in writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at our
expense.
tyler
National City, CA LSA Agreement 110620.doex • P
1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is
based on your: (a) use of a previous version of the Tyler Software and the claim would have been
avoided had you installed and used the current version of the Tyler Software, and we provided notice of
that requirement to you; (b) combining the Tyler Software with any product or device not provided,
contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any
modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler
Software in contradiction of this Agreement, including with non -licensed third parties; or (e) willful
infringement, including use of the Tyler Software after we notify you to discontinue use due to such a
claim.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler
Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right
to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent,
in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively,
we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler
Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is
enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or
settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use;
(b) modify it to make it non -infringing; (c) replace it with a functional equivalent; or (d) terminate your
license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-
line basis measured over seven (7) years from the Effective Date. We will pursue those options in the
order listed herein. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any
and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable
attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our
negligence or willful misconduct; or (b) our violation of a law applicable to our performance under this
Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense
or settlement. You agree to provide us with reasonable assistance, cooperation, and information in
defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents,
officials, and employees from and against any and all third -party claims, losses, liabilities, damages,
costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property
damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law
applicable to your performance under this Agreement. We will notify you promptly in writing of the
claim and will give you sole control over its defense or settlement. We agree to provide you with
reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
National City, CA LSA Agreement 110620.docx
••i tyler
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL
DIRECT DAMAGES, NOTTO EXCEED (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT,
THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL
TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN -CURRENT ANNUAL MAINTENANCE AND
SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS
AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT
ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY
REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION
OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the
following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability
of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying
with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $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.
SECTION I — GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth
in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then -
current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment
Summary, or those twelve (12) months have expired, you may purchase additional products and services at
our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will
control any such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid
for twelve (12) months from the Effective Date.
3. 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.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales,
use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate.
• tyler
National City, CA LSA Agreement 110620.docx P
Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes.
If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for
paying our income taxes, both federal and state, as applicable, arising from our performance of this
Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for employment
concerning the performance of our responsibilities under this Agreement. This discrimination prohibition
will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect
to any matter directly or indirectly relating to employment concerning race, color, religion, national origin,
age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the
duties of a particularjob or position, height, weight, marital status, or political affiliation. We will post,
where appropriate, all notices related to nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior written
consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either
your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior
written consent of the other party; provided, however, your consent is not required for an assignment by us
as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
9. force Maieure. Except for your payment obligations, neither party will be liable for delays in performing its
obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided,
however, that within ten (10) business days of the Force Majeure event, the party whose performance is
delayed provides the other party with written notice explaining the cause and extent thereof, as well as a
request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us.
No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make
any claim or assert any right under this Agreement. This provision does not affect the rights of third parties
under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with
respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you,
if any, are for your internal administrative purposes only, and the terms and conditions contained in those
purchase orders will have no force or effect. This Agreement may only be modified by a written amendment
signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either
party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this
Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this
Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
+: tyler
National City, CA LSA Agreement 110620.docx
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of
an alleged material breach for a termination for cause or a dispute that must be submitted to dispute
resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual
receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an
employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not
actually received, five (5) days after deposit with the United States Postal Service authorized mail center
with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at
the address set forth on the signature page hereto or such other address as the party may have designated
by proper notice. The consequences for the failure to receive a notice due to improper notification by the
intended receiving party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of such
information could violate rights to private individuals and entities, including the parties. Confidential
information is nonpublic information that a reasonable person would believe to be confidential and
includes, without limitation, personal identifying information (e.g., social security numbers) and trade
secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential
information of the other party and further agrees to take all reasonable and appropriate action to prevent
such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the
termination or cancellation of this Agreement. This obligation of confidentiality will not apply to
information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this
Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar applicable
public disclosure laws governing this Agreement; provided, however, that in the event you receive
an open records or other similar applicable request, you will give us prompt notice and otherwise
perform the functions required by applicable law.
18. Business License. In the event a local business license is required for us to perform services hereunder, you
will promptly notify us and provide us with the necessary paperwork and/or contact information so that we
may timely obtain such license.
19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your
state of domicile, without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of
which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied,
or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original
signature and will be fully enforceable as if an original signature. Each party represents to the other that the
signatory set forth below is duly authorized to bind that party to this Agreement.
21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right
National City, CA LSA Agreement 110620.docx tyler
10
to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to
the scope and circumstances of that cooperative procurement.
22. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party End User License Agreement(s)
Exhibit E Implementation and Training Support Services
Schedule 1: Data File Conversion Assistance
Schedule 2: Customer Requested Standard Software Enhancement/Modifications
And/or Custom Software
Exhibit F Additional Terms for New World Public Safety and Brazos Hosted Components
Schedule 1: Service Level Agreement for Hosted Components
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the
date(s) set forth below.
Tyler Technologies, Inc.
By: Bryan Pr-,- Fcb 25. 2 R I Fi Sn EST
Name: Bryan Proctor
Title: President, Public Safety Division
Date: February 25, 2021
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
City of National City, CA
Address for Notices:
National City Police Department
1200 national City Blvd.
National City, CA 91950-4302
Attention:
•tyler
National City, CA LSA Agreement 110620.docx .'�'
11
_•'S
•
••::•. tyIer
Exhibit A
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.
Investment Summary prepared in accordance with Sourcewell Contract ft090320-tti
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
National City, CA LSA Agreement 110620.docx Y'
tyler
12
'::•. new world
DDateed By
•
tyler public safety eomue�
quote Expiration_
quote Name.
Quote Number:
Quote Description.
Sales Quotation For
National City Police Department
1200 National City Blvd
National Crty, , CA 91950-4302
Phone :+1(619)336-4400
Rob Simonds
1 1/6/2020
12/18/2020
National City CAD/Mobile
2020-31128-2
CAD.Mobile
New World Enterprise Single Jurisdiction Law Enforcement CAD
$47.800
$23,900
$23,900
$5,019
BOLOS
$7.200
$3.600
$3.600
$756
CAD Auto Routing
$7,200
$3,600
$3.600
S756
CAD AVL
$7,200
$3,600
$3,600
$756
Service Vehicle Rotation (Wrecker. Ambulance)
$7,200
$3.600
$3,600
$756
Unit Management
$9,600
$4.800
$4,800
$1,008
Web CAD Monitor
$16,000
$8,000
$8,000
$1,680
Tyler CAD to Tyler CAD Interface
$0
$0
$0
$0
E-911Interface
$7,200
$3,600
$3.600
$756
CAD NCIC Interface
$13,600
$6.800
$6,800
$1,428
CAD CFS (xmp Export Interface
$14.400
$7.200
$7,200
$1,512
Teleslart Interface
$14400
$7.200
$7,200
$1.512
Interface
World Fire Records Software/Pre-Plans
New World Mobile Server
MCT Ticket Writer Interface (supports Brazos)
Law Enforcement Mobile Site License ( 85 )
ShieldForce LE Dispatch
2020-31128-2 - CAD. Motile
National City, CA LSA Agreement 110620.docx
f. tyler
$0 $0 $0
$7,400 $7,400 $1,554
$68.000 $34,000 $34.000 $7.140
$0 $0 $o $0
$46,750 $0 $46,750 $9,818
CONFIDENTIAL 1 of 6
13
LE Dispatch/MessaglncyState/NCIC
Drivers License Mag Stripe Reader/Barcocle Reader Interface
Mugshot Image Download
LE In -Car Mapping / AVL
LE In -Car Routmo
CAD Data Mart / Includes 2 users
Device Level Interface: New World Mobile
Interface: Tyler Odyssey Court Case Mgmt System
Task: Field Interview
Task. CA A6953 Demographic Profiling
Interface Motorola NET RMS Records Mgmt System
eCitation - Brazos Rapid Extension Framework - PDA ( 60 )
Sub -Total:
Less Daeou it
TOTAL:
Annual/SaaS
$3,200 $1,600 $1.600
$0
$0
$0
$0
$o
$0
$0
$0
$3,250
S650
$2.600
$546
$0
$0
$0
$0
$3.250
$650
$2,600
$546
$45,000
$9,000
$36,000
$7,560
$336.050
$129,200
S206,850
S43,439
S' 29 200
S43 4J9
$206,850
$206,850
$0
#zscription
Quanity
Fee
Discount
MOD. Spatial Mapping Report and GeoLocatlon
1
$2,500
$0
$2,500
Brazos Adhoc Reporting
1
$1,250
$0
$1,250
Mobility Hosting Annual Fee
1
$3,000
$0
$3.000
Brazos Hosting Fee
1
$3,605
$0
$3.605
TOTAL:
Services
$10,3S5
dlescription
Quanhity,
Unit Price
Discount
Total
Project Management
1
$50.560
$0
$50.560
High Availability System Assurance and Software Installation (2 environments)
1
$20,880
$0
$20,880
Mobility Implementation
1
$2,320
$0
$2,320
GIS Implementation
1
$22,620
$0
$22,620
NCIC Installation
1
$14,500
$0
$14,500
Decision Support Software Implementation
t
84,350
$0
$4.350
Web CAD Monitor Installation
t
$1,160
$0
$1,160
Tyler CAD to Tyler CAD Interface Installation
1
$0
$0
$0
E-911 Interlace Installation
1
$1.160
$0
$1,160
2020-31128.2 - CAD, Wixie
CONFIDENTIAL
2 o1 6
tyler
National City, CA LSA Agreement 110620.docx
.
14
CAD Export Installation
1
$2,320
s0
$2,320
Telestaff Interface Installation
1
$1,160
$0
$1,160
Law Enforcement CAD Configuration
1
$8,700
so
$8.700
CAD Training If users ea)
2
$4,350
$0
$8,700
CAD Go -Live
1
$13.050
so
$13,050
Ticket Writer Interface (Supports Brazos) Installation
1
$0
$0
$0
Law Enforcement Mobile Messaging Configuration
1
54,350
$0
54,350
Law Enforcement Mobile Messaging Training (includes 10 trainers ea-)
1
54,350
$o
$4 350
Law Enforcement Mobile Messaging Go -Live
1
$8.700
$0
$8.700
Fire Pre -Plans Installation Fee
1
$1.160
s0
$1,160
Custom Interface to SDLaw Wants and Warrants
1
$28,800
$0
$28,800
Custom Interface to NORMS
1
$14.400
$0
$14,400
Custom Interface to ARMS
1
$14,400
$o
$14,400
Brazos Set Up & Config
1
$14.500
$o
$14.500
Brazos Project Mgmt (plus per diem as needed if not remote)
1
$3.000
s0
$3,000
Brazos Training
1
$2,000
$0
$2.000
Brazos Device Level Interface. Set Up 8 Configuration
1
so
so
so
Brazos odyssey Interface: Set Up & Configuration
1
so
$0
SO
Conversions
$23,400
TOTAL:
$270,640
Third Pa Hardware Software and Services
Year One
Descrip.
Quantity
Embedded Third Parry Software
1 $16,500
$16,500
$3,465
$3.465
Geo-File Maintenance Software (ArCGIS for Desktop Standard) /
1 $6.000
$6.000
$1,260
$1.260
per Workstation
Red Hat Enterprise Linux Server (3-year subscription)
1 $2.500
$2,500
s0
so
207803-001 / Brother, Warranty, Rugged Jet, 3 year (Assure
15 5152
$2,280
s0
$0
Premier Service. initial service plus three additional years).
Lantronix UDS-1100
1 $175
$175
$0
so
LB36901 Brother. PocketJet, Rugged Jet, Vehicle Adapter-
15 $23
$345
$o
$0
Cigarette Plug, 3 IT
LB3834 / Brother, Pocketjet, Rugged Jet, AC Charger
15 $50
$750
s0
so
RDM02U51 Brother, Rugged Jet, Paper. Thermal, premium, 36
15 5142
$2,130
$0
so
rolls per case
RJ4230BL I Brother, Printer, Rugged Jet 4, Bluetooth
15 S569
$8,535
$0
$0
3rd Party Hardware Sub -Total:
$14,215
so
3rd Party Software Sub -Total:
525,000
$4, 725
202031128-2 - CAD Mobile
CONFIDENTIAL
301 6
••:;. tyler
National City, CA LSA Agreement 110620.doex
15
Less Discount
'4 725
TOTAL:
$39,215 $0
Summary
One Time Fees
Recurring Fees
Total Tyler Software
$206,850
S43.439
Total Annual Fees
$10.355
Total Tyler Services
$270,540
Total Other Costs
s0
Total Third Party Hardware, Software and Services
$39,215
$4,725
Travel and Living Expenses
$46.000
Summary Total
$562,605
$58,519
Detailed Breakdown of Conversions (Included in Summary Total
jescription Quantity Unit Price Discount .-
Data File Conversion
Data Conversion Analysis and Assessment 1 $3.000 $0 $3,000
Base Conversion (One Source), Master Files including Master Name (Jackets): Addresses: and 1 $15.000 $0 $15,000
Narratives / Includes one source of data. Does not include everything the Name is linked to (e.g.
tickets. arrests. etc.)
Address Re-Verlficabon 1 $5 400 $0 $5,400
TOTAL: $23,400
202(0112e-2 - CAD Noodle
National City, CA LSA Agreement 110620.docx
••. tyler
CONFIDENTIAL
16
401 6
Assumptions
Personal Computers must meet the minimum hardware requirements for New World products. Microsoft Windows 718,1110 32164 bit or later is required for all
client machines. Windows Server 2012/2016 and SQL Server 2012/2014/2016 are required for the Application and Database Server(s).
New World product requires Microsoft Windows Server 2012I2016 and SQL Server 201212016, including required Client Access Licenses (CALs) for applicable
Microsoft products- Servers must meet minimum hardware requirements provided by Tyler. The supported Microsoft operating system and SQL versions are
specific to Tyler's release versions
New World product requires Microsoft Excel or Windows Search 4.0 for document searching functionality. Microsoft Word is required on the application server for
report formatting.
Tyler recommends a 100/1000MB (GB) Ethernet network for the local area network. Wide area network requirements vary based on system configuration, Tyler
will provide further consultation for this environment.
Does not include servers, workstations, or any required third -party hardware or software unless specified in this Investment Summary. Client is responsible for any
third -party support.
Licensed Software, and third -party software embedded therein, if any, will be delivered in a machine readable form to Client via an agreed upon network
connection. Any taxes or fees imposed ate the responsibility of the purchaser and will be remitted when imposed
Tyler's GIS implementation services are to assist the Client in preparing the required GIS data for use with the Licensed New World Software. Depending upon the
Licensed Software the Client at a minimum will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit
Recommendations and Run Cards in an industry standard Esn file format (Personal Geodatabase, File Geodatabase, Shape Files). Client is responsible for
having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. If necessary Tyler will assist Client in creating the necessary polygon layers
(Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. Tyler Is not responsible for the accuracy of or any ongoing
maintenance of the GIS data used within the Licensed New World Software.
Client Is responsible for arty ongoing annual maintenance on third -party products, and Is advised to contact the third -party vendor to ensure understanding of and
compliance with all maintenance requirements
All Tyler Clients are required to use Esn's ArcGIS Suite to maintain GIS data. All maintenance, training and ongoing support of this product will be contracted with
and conducted by Esn. Maintenance for Fsn's ArcGIS suite of products that are used for maintaining Clients GIS data will be contracted by Client separately with
Esn
CAD Maintenance includes 24/7 Support.
When Custom interface is included, Custom interface will be operational with existing third -party software. Any subsequent changes to third -party applications may
require additional services.
When State/NCIC is included, Client is responsible for obtaining the necessary State approval and any non -Tyler hardware and software- Includes state -specific
standard forms developed by Tyler. Additional forms can be provided for an additional fee.
Unless a Workstation License is included, New World CAD includes 8 licenses.
National City, CA LSA Agreement 110620.docx
00
. tyler
17
•
•••''• tyler
• technologies
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicipg: We will invoice you for the applicable license and services fees in the Investment Summary as set
forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. TylerSoftware.
1.1 License Fees: License fees will be invoiced 100% on the Effective Date.
1.2 Maintenance and Support Fees (including Esri and Embedded Third Party Software): Year 1
maintenance and support fees are waived one (1) year from the Effective Date. Year 2 maintenance
and support fees, at the rate listed in the Investment Summary, are payable one year from the
Effective Date. Subsequent maintenance and support fees, at our then -current rates, are invoiced
annually in advance of each anniversary thereof.
1.3 Subscription Fees: Your initial 3-year subscription fees for ReclHat, as identified in Exhibit 1, will be
invoiced when we make the product available to you. Subsequent subscription fees for Red Hat are
renewable directly through Red Hat Support (renewals@redhat.com).
2. Professional Services.
2.1 Implementation and Other Professional Services (including training): Implementation and other
professional services (including training) are billed and invoiced as delivered, at the rates set forth in
the Investment Summary.
2.2 Conversions: Fixed -fee conversions are invoiced 50% upon acceptance of the Conversion Analysis
Document, and 50% upon initial delivery of converted data into Live/Production environment, by
conversion option. Where conversions are quoted as estimated, we will bill you the actual services
delivered on a time and materials basis.
2.3 Requested Custom Software Interfaces: Requested custom software interfaces are invoiced 100%
upon initial delivery of the interface.
2.4 Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced
upon complete delivery of the service. For the avoidance of doubt, where "Project Planning
Services" are provided, payment will be due upon delivery of the Implementation Planning
••
National City, CA LSA Agreement 110620.docx 0. tyler
-
18
document. Dedicated Project Management services, if any, will be billed monthly in arrears,
beginning on the tenth day of the month immediately following initiation of project planning.
3. Other Services and Fees.
3.1 Brazos Hosting Fees: Hosting fees for the Brazos software are invoiced annually in advance,
beginning on the Effective Date. Year 1 fees are at the rates set forth in the Investment Summary.
Subsequent annual fees will be at our then -current rates.
3.2 New World Hosting Fees: Hosting Fees for the Tyler Software identified on the Investment Summary
are invoiced annually in advance on the Effective Date and will renew automatically for additional
one (1) year terms at our then -current Hosting Services fee, unless terminated in writing by either
party at least thirty (30) days prior to the end of the then -current term.
4. Third Party Products.
4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when
we make it available to you for downloading.
4.2 Third Party Software Maintenance (excluding Esri and Embedded Third Party Software): The first
year maintenance fees for the Third Party Software, if any, is invoiced when we make that Third
Party Software available to you for downloading.
4.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
4.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with
applicable expenses, at the rates set forth in the Investment Summary.
5. Expenses. The service rates in the Investment Summary include travel expenses for Tyler delivered
services. Expenses will be billed as incurred and only in accordance with our then -current Business
Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to
this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to
charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous
items less than twenty-five dollars and mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to
receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
National City, CA LSA Agreement 110620.docx go
19
•
••::•. t y I e r
•• technologies
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee's total trip duration and the fare is within $100 (each way)
of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee's total trip duration, the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have
many restrictions that outweigh the cost -savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
Up to five (5) days = one (1) checked bag
Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
National City, CA LSA Agreement 1 t0620.docx •. • tyler
20
2. Ground Transportation
A. Private Automobile
Mileage Allowance— Business use of an employee's private automobile will be reimbursed at the
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a "mid -size" or "intermediate" car. "Full" size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals; except for employees traveling to Alaska and internationally (excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the
airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local
hotel, the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the
hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
+.:• tyler
National City, CA LSA Agreement 110620.docx }�
21
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of Defense and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Dav
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m.
Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
• Breakfast 15%
• Lunch 25%
• Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
National City, CA LSA Agreement 110620.docx ••:•' • tyler
22
S. Internet Access— Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the "lowest practical coach fare' with the exception of flights that are
six (6) or more consecutive hours in length. In such event, the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
National City, CA LSA Agreement 110620.docx
••:. tyler
23 ^
•
'�•''• tyler
0 technologies
Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term commences on
the Effective Date, 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 thirty (30) days prior to the end of
the then -current term.
2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed
in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy.
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. 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:
3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner,
consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable
release life cycle policy); 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;
3.2 provide support during our established support hours, currently Monday through Friday from 8:00 a.m.
to 9:00 p.m. (Eastern Time Zone). Emergency 24-hours per day, 7 days per week, support for New World
Public Safety CAD only. 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.
3.3 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;
3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that
we make generally available without additional charge to customers who have a maintenance and
support agreement in effect; and
3.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any
applicable release life cycle policy.
National City, CA LSA Agreement 110620.docx i* tyle -
24
4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services
remotely. Currently, we use a third -party secure unattended connectivity tool called 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). You agree to provide us with a login account and local
administrative privileges as we may reasonably require to perform remote services. 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.
5. Hardware and Other Systems. If you are a self -hosted customer and, in the process of diagnosing a software
support issue, it is discovered that one of your peripheral systems or other software is the cause of the
issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot
support or maintain Third Party Products except as expressly set forth in the Agreement.
In order for us to provide the highest level of software support, you bear the following responsibility related
to hardware and software:
(a) All infrastructure executing Tyler Software shall be managed by you;
(b) 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
(c) You will perform daily database backups and verify that those backups are successful.
6. Other Excluded Services. 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.
7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this
Exhibit C at Schedule 1.
tyler
National City, CA LSA Agreement 110620.docx _
25
• 7
iyler
Exhibit C
Schedule 1
Support Call Process
If, after you have cut over to live production use of the Tyler Software, you believe that the Tyler Software is
Defective, as "Defect" is defined in the Agreement, then you will notify us by phone, in writing, by email, or
through the support website. Please reference http://www.tylertech.com/client-suoport for information on how to
use these various means of contact.
Documented examples of the claimed Defect must accompany each notice. We will review the documented
notice and when there is a Defect, we shall resolve it at no additional cost to you beyond your then -current
maintenance and support fees.
In receiving and responding to Defect notices and other support calls, we will follow the priority categorizations
below. These categories are assigned based on your determination of the severity of the Defect and our
reasonable analysis. If you believe a priority categorization needs to be updated, you may contact us again, via
the same methods outlined above, to request the change.
In each instance of a Priority 1 or 2 Defect, prior to final Defect correction, the support team may offer you
workaround solutions, including patches, configuration changes, and operational adjustments, or may
recommend that you revert back to the prior version the Tyler Software pending Defect correction.
(a) Priority 1: A Defect that renders the Tyler Software inoperative; or causes the Tyler Software to fail
catastrophically.
After initial assessment of the Priority 1 Defect, if required, we shall assign a qualified product
technical specialist(s) within one business (1) hour. The technical specialist(s) will then work to
diagnose the Defect and to correct the Defect, providing ongoing communication to you concerning
the status of the correction until the Tyler Software is operational without Priority 1 defect.
The goal for correcting a Priority 1 Defect is 24 hours or less.
(b) Priority 2: A Defect that substantially degrades the performance of the Tyler Software, but does not
prohibit your use of the Tyler Software.
We shall assign a qualified product technical specialist(s) within four (4) business hours of our receipt
of your notice. The product technical specialist will then work to diagnose and correct the Defect. We
shall work diligently to make the correction, and shall provide ongoing communication to you
concerning the status of the correction until the Tyler Software is operational without Priority 2
Defect.
The goal for correcting a Priority 2 event is to include a correction in the next Tyler Software release.
National City, CA LSA Agreement 110620.docx
V. tyler
26
(c) Priority 3: A Defect which causes only a minor impact on the use of the Tyler Software.
We may include a correction in subsequent Tyler Software releases.
National City, CA LSA Agreement 110620.docx `1.ler
27
•
••'• tyler
•• technologies
Exhibit D
Third Party End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
tyler
National City, CA LSA Agreement 110620.docx
28
END USER LICENSE AGREEMENT. redhat
RED HAT® ENTERPRISE LINUXE' AND RED HAT APPLICATIONS
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING SOFTWARE FROM RED HAT BY _S NO RED HAT
SOFTWARE, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNCWLEDGE YOU
HAVE READ AND UNDERSTAND THE TEPMS AN ND'VIDLAL ACT NG ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR 5HE -AZ -
THE AUTHORITY TO ENTER INTO TH'3 END USER _ CENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NCT ACCEPT THE
TERMS OF TH6 AGREEMENT. THEN YOU MUST WT USE THE RED HAT SOFTWARE. THIS END USER LICENSE AGREEMEN-DOES NOT
PROVIDE ANY RIGHTS TC RED HAT SEgVICE3 SUCH AS SOFTWARE MAINTENANCE. UPGRADES OR SUPPORT. PLEASE REVIEW YOUR
SERVICE OR SUBSCRIPTION AGREEMENT Si THAT vOU MAY Hi WITH RED HAT OR OTHER AUTHORIZED RED HAT SERVICE
PROVIDERS REGARD NG SERVICESANC ASSOCIATED PAYMENTS
This end user license agreement IEULA'I govems the use of any of the versuns of Red Hat Enterprise Lnux. certain other Red Hat software
applications that nclude ar mrer to tlss license. mi any related updates, source code, appearance, structure and org minter he 'Prograil
regamJess of the dei very mechmsm.
1. License Grant. Sublet !o the bllclimg rvi Red Hat Inc -Red Hat I g•rts to you a perpetual. wonawde I tense to tre Programs most o`
w^ch r ce mutt Die schware components panuart to 'he 3N- Co -oral °..c c Lcerse IF 2. The License agar ert `or each zobrare
co,nportnt z locate: ' the sciihi Component z souce col arc pv^ Is ym !a Nn 'xpy mod fy. yC red sir D to the sofbi coroc Lm
select to ceram abfgaoon$ ^ some aces tcth n s: ,co code and to nay care bras, with to exception of a i cera.n t mary riy ^mwre
components and ibI he mages dented n Sec- on 2 oalow The =erse erg^is for the .nary only Frmware xmpclmv are located wiR the
oonpor2nts themseves T^ s El. LA Porto ns soioty to tre Prcgrris a^c does net I m t yo..r rights unde,. or grant you r,g M hat s.mersece.
Ire densetermsd ry parc_ar:cmpcne^t
2 Intellectual Property Right. The Prcgans rd eaoi Or ther components are ownee by Raw Hat and parer censors and are protected under
coV)rgt aw and _*der aher laws as applcable Title to Ve Orogams and my component or to ry cocry mixtromon a merged pater
wall rem. n ,wth Rod Hat and oche• licensorssubject to the oii cable hoarse. The 'Rod Hat- trademark rd the 'Sradc ni logo we
registered ca.xmarks of Red Hat in he U.S and ether cwrtres This EULA. does rot pent you to dn1rl de fe Programs Or the,
cp^ipo^errs us ^g Fey Hai s rad2marks zgamloss of ylemer the copy -as been mod fed You may macea commemal zddarti rton d the
Prcgrams only f a pe—i it2_ .ndtr a separate wrmn ogre t-i w, r Re_ Hx au#w ,erg s..ch comme,-. rt- s'rbat on or to nu remove
amp red ace au oxu^+^ices c` Peo Fat axenrks Vma ,c cns m dse settware may arrupt the Progans '• au s^cud teat the nfprxd^
fogy -a at hum =-via -p •e lr.ae^t.,r. be`ore diztrtitrig a copy of the Programs.
2 Limtted Warrar ry Except az spc+- rca,'y s:xed n rs 3ectlm 3 a separate ageerrent vnh Red Hat, or a xns2 tar a pa2culr component.
to the maximum extent permitted under applicable law. the Programs and the components am provided and icensed as is without
warranty of any kind expressed or implied, including the Implied warrantors of merchantability non-mfungement or fitnns for A
particular purpose R` c Hx warams teat to meta on when the Pmgra"s anz :he compon t-is are pmv aeo or to fr+s 4om detects
rnatera:s and manu`acture do oer -ormal .se rot a perdu c` 33 days Hoc- he date of del very to you No :rer Pec Hat -or is afl oyes warrants
t art tre'uncto-.s di rod - the Prdga^ts off meet your 2qu mmems or t^at t^e xeraton of Care Pogroms w I ice o"my enor nee, appear
or itti o•+seiy as desert+= n the accmmicar erg adoom"ntabor or xofly'w m regulatory reou sne•m This warranty extends only
to the party that purchases subscription sernees for the Programs from Red Hat andor its affiliates or a Red Hat authorzed
distributor
A Limitation of Remedies and Liability. To the m ornu, extent pemnrtea by applicable lawyour e.cisve remedy .rnN this EU_A s to
ream dry deeco it mec a wth n 30 nays Of aeltvery, along wth a copy of your Payne-1 %ce pt and Pea Hat at is epoon will replace t x
reind the ncnoy y ca d 'c � he mea media. To the maximum m m extent permitted under applicable taw. under no circumstances will Red Hat.
Its affiliates any Red Hat authorized distributor. or the licensor of any component provided to you under this EULA be liable to you
for any incidental or consequential damagesincluding lost profits of lost savings arising out of the use or inability to use the
Programs or any component. even d Red Hatits affiliatesin authorized distributor and/or frcersor has been advised of the
possibility of such damages. In no event shall Red Hat's or tb al6katesliability, an authorized distributor's liability or the liability of
the licensor of a component provided to you under this EULA exceed the amount that you paid to Red Hat for the media under this
EULA
Export Control. As mau red Dy he laws of t^2 Ur eta States rd otrer x,.^tr2s you represent arc war^ant that yi a urcerst xi fix the
Programs aid the r components ^ray be subject io etpor toxin s in del the US Commence Decartmeni s Erport Az•t n Icalx Riii[at ons
I'EAR'i, b, are of ocmea n a prohibited cost ^at or country .^der the EAR or , S mmi tors regul Orions C. mercy „u pa Iran ratio Nart-
Korea. Sutra^ av Syr a. s. boo, to charge as pc zed Dy The l,r tee -totes lose^men c will not e. pc it 'e-e. con or Hr V.r He Pmprams
to any pro^ c led dest ^ato^ or persons or entces on due J S Burea. o` I%ustry inc 3ecury De^ed �a-rIs _Fit or E-try Lsl or the U.S
Office of Fiore gr Asses Contrd list of Specially Designated Vat o^.alz re Blocked Persc^s or any s m for sts mar nu ^eu by other xu^trez.
w iheut the ne cessay e.poft (dental sl o, authcr`a:%wls is or not .se Or Dan Fifer t^e P•ogroms'or ,.se a carnecron cot^ any nut ear
cii cal Or to cogoa waxoons. missile secrr oiogy or and tarry a^d uses w^ere err bred by an aloof cable arms embargo..^less a-th rat_
by the relevant gone— -t agency by •egularon or specfe dense a can corstma and agree that f yi are n he U-tea States and e,por r
trarsfers the Pmgroms to of ggte 2^d users yam, con. to the eit rey. red by EAR -ecrot % t' ear submit sem, annua zoom to the
Commerce Ceparmrl's 6ure a. of Ind.z'ry a-d Securry w^ c^ tic ,ace Ife no me aria arc dress rci. ng country' of to ch cransh!rae rd fi
understand Drat count^*+ nclua nor he te_ 3tires may to strict ore ^tpen •vie or ei port c' encryption India"ts ,which nay nc.de The
Programs arc he corrporents and agree t-.at you shall be so y towns be tr came once w H ary such rpm use o e,.por. resentte^s
Eric USN License leg Herr page 1N_
Rico Nor ale Elul? se Lnu,rlt Ind Red tyr!.MtatMS iwrri_1110
National City, CA LSA Agreement 110620.docx �." tyler
29
6. Thwd Party Programs. Red Hat may dstrbute third party soRyrare programs wM the Programs that are not part of the Programs. These th m
parry programs are not required m run the Programs. are protnded as a cawenence b you, and are subject b ther own license terms. The
license terms e,Mer accompany the nird Wry solterare pmgrans a ban be rwwed at M!o.,.b redha[.mmlicenses,V+Nwmn'eula hod M
ya, do not agree to able by dme appleaole liborse forms for ore thm parry software programsthen you may not irtay them. d you wen N
mstal the thm vary software programs on mote dun One system or bansw de th'm party software programs w another party, then you must
contact the lcensor of the wptioable thiN party solhvae programs.
7. General. Many pmuivon of thrs EULA or hod m W unenf ceaise the erdorceabdity of" nemaning pnsmw r srus not pe aFe ea Any
darn. tpntroyersy or dispute aratg tetder a relabng to ths EULA shaP be gosemed by the laws of the State of New York and 01 dte Ue,teo
States. ebthotn regard W any confict of taws pmromor, The tights and obligatons of the parries to this EULA shall rot be governed by the
Untied Nations eoneenbon on the attem dronal Saw of Goods
:.OpJwi O 9.0 4(tl Mt R V bb Rw'RC 'RM bf TO ]e 9M Y' Vetri/^T' eQ YC'wl]Ieef T2^Mm Y Ppu 4rt tic 'LnuY f a -ave2a YSY^ar Y L14a
T. V cenfaRvna ae bw pmv vrxewreaa[Me amen
Fia Us[T ta:erPseAgreenrM page _ x_
tied wro Emeromse Lnu,mxa yted wrAgata W.s retember x+u
National City, CA LSA Agreement 110620.doex tyler
30
••:,:•. tyler
Exhibit E
Professional Services
1. Project Management Services
We shall act as Project Manager to assist you in implementing the Tyler Software. Project Management Services
include:
a) Developing an Implementation Plan;
c) Providing revised Implementation Plans (if required);
d) Providing monthly project status reports; and
e) Facilitating project status meetings
• a project review (kickoff) meeting at your location
• progress status meeting(s) during implementation via telephone conference or at
your location; and
• a project close-out meeting at your location to conclude the project.
f) Consultation with other vendors or third parties, if necessary.
2. Implementation and Training Support Services
Implementation and training support services have been allocated forth is project as described in the Investment
Summary. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount
allocated. The recommended implementation and training support services include:
a) implementation of the Tyler Software;
b) Training you or assisting with your training on the Tyler Software; and
c) tailoring of Tyler Software by our technical staff and/or consultation with our technical
staff.
The project management, implementation and training support services provided by us may be performed at your
premises and/or at our headquarters in Troy, Michigan (e.g., portions of project management are performed in
Troy).
3. Interface and/or Fixed Installation Services
We shall provide interface installation services as described in the Investment Summary.
Our GIS implementation services are to assist you in preparing the required GIS data for use with the Tyler
Software. At a minimum, you will be required to provide an accurate street centerline layer and the appropriate
polygon layers needed for Unit Recommendations and Run Cards in an industry standard ESRI fileformat (Personal
tyler
National City, CA LSA Agreement 110620.docx
.
31
Geodatabase, File Geodatabase, Shape Files). You are responsible for having clearly defined boundaries for Police
Beats, EMS Districts and Fire Quadrants. If necessary, we will assist you in creating the necessary polygon layers
(Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. We are not
responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Tyler Software.
4. Hardware Quality Assurance Service
We shall provide Hardware Systems Assurance of your server(s).
a) Hardware Quality Assurance Services (High Availability Environment):
Hardware Systems Assurance and Software Installation:
Assist with High Level System Design/Layout
Validate Hardware Configuration and System Specifications
Validate Network Requirements, including Windows Domain
Physical Installation of our Application Servers
Install Operating System and Apply Updates
Install SQL Server Standard and Apply Updates
Install New World Applications Software and Apply Updates
Establish Base SQL Database Structure
- Configure System for Electronic Customer Support (i.e. NetMeeting)
- Tune System Performance Including Operating System and SQL Resources
- Provide Basic System Administrator Training and Knowledge Transfer
- Document Installation Process and System Configuration
S. Message Switch Operating System Assurance Service
We shall provide Message Switch Operating System Assurance, which includes:
a) Message Switch Operating System Assurance Services:
Operating System Assurance and Software Installation Services:
- Install and update Red Hat Linux Operating System
- Build system user -ids and applicable authorizations
- Migrate all Message Switch data from the old server to the new server (if
applicable)
- Verify all scripts are adjusted for new machine
Migrate all source code from old machine to the new machine
Compile New World Message Switch programs
Assure Message Switch operation in the live environment
Adjust any tables as needed during the assurance phase
National City, CA LSA Agreement 110620.doex tyler
32
•
••'• t y I e r
• technologies
Exhibit E
Schedule 1
Data File Conversion Assistance
We will provide conversion assistance to you to help convert the existing data files specified below. If additional
files are identified after contract execution, estimates will be provided to you prior to us beginning work on those
newly identified files.
General
1. A data conversion analysis and assessment to verify the scope of effort forthe project will be conducted.
A revised cost estimate for the data conversion may be provided at the conclusion of the assessment.
You may elect to cancel or proceed with the conversion effort based on the revised estimate.
2. This conversion effort includes data coming from one unique database or source, not multiple sources.
3. No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort.
Any data cleansing, removal of duplicate records, or editing must take place by you prior to providing
the data to us.
Our Responsibilities
1. We will create and provide you with a conversion design document for signoff prior to beginning
development work on the data conversion. No conversion programming by us will commence until you
approve this document.
We will provide the data conversion programs to convert your data from a single data source to the
Tyler Software for the specified files that contain 500 or more records.
3. As provided in the approved project plan for conversions, we will schedule on -site trips to your location
in order to conduct the following:
a. Conversion Analysis,
b. Assistance for Mapping and Testing, and
c. Conversion Go -Live Implementation and Support
You will be responsible for travel expenses as set forth in the Invoicing and Payment Policy.
4. We will provide you up to three (3) test iterations of converted data. One test iteration consists of:
a. Running a conversion test in your test environment,
National City, CA LSA Agreement 110620.docx •�:" tyIer
33
b. Your reviewing a conversion test and responding in writing to us (see Client responsibilities
paragraph 3 below),
c. We correct or otherwise respond to issues discovered and reported by you,
d. We will conduct internal testing to verify corrections, and
e. Both parties planning for the next test iteration and/or the live
implementation.
5. Tyler will provide warranty coverage for any conversion -procedure -related issue reported by Client to
Tyler within thirty (30) days after the conversion is run in the live database.
Client Responsibilities
1. Provide a current copy of the databases to be converted in one of the following formats:
a. Microsoft SQL Server database
b. Microsoft Access database
c. Microsoft Excel spreadsheet
d. An ASCII format delimited text file, including embedded column headers and text delimiters.
2. You will respond to each test iteration in writing, on a form provided by us, either:
a. Indicating acceptance that the Data Conversion Process is ready for the final conversion, or
b. Indicating a list of changes that need to be applied to the Data Conversion Process for the
next test iteration.
Up to three (3) test iterations are provided as part of the Data Conversion Process. After the third (3`d)
test iteration, you shall pay our then -current flat fee for each additional test iteration. You will promptly
review each test iteration when delivered by us. Prompt review by you will reduce the likelihood that a
need for additional test iteration(s) may arise due to an extended delay between delivery of a test
iteration and its review.
3. If available, provide a data dictionary (data descriptors) of the databases being converted.
4. As provided in the project plan for conversions, you will provide a dedicated resource in each application
area to focus on conversion mapping and testing. This includes dedicating a support person(s)
whenever our staff is on site regarding conversions. Roughly a one to one ratio exists for your
commitment and our commitment. You understand that thorough and timely testing of the converted
data by your personnel is a key part of a successful data conversion.
5. You agree to promptly review and signoff on both the conversion design document, and on the final
conversions after appropriate review.
Only one data source will be converted for each of the files described in the Investment Summary, unless
otherwise noted.
National City, CA LSA Agreement 110620.docx • P tyler
34
•
•�• t y I e r
!••!••
Exhibit E
Schedule 2
Customer Requested Standard Software Enhancements and/or Custom Software
1. Definition
We will provide you requested standard software enhancements and/or custom software services as discussed
below. You agree to cooperate in limiting the scope of those modifications and enhancements, as described
below.
An analysis and assessment to verify the scope of effort for these services will be conducted. A revised estimate
for the enhancements/customizations may be provided at the conclusion of the assessment. You may elect to
cancel or proceed with the enhancements/customizations based on the revised estimate.
Capabilities included in the initial scope:
a) Custom Software/Interface(s)
While we will provide reasonable consultation, you are responsible for obtaining
technical contacts and/or technical specifications from the third parties involved.
(1) SDLaw Warrant Lookup
(2) NetRMS Call -for -Service Export
(3) ARAS Call for Service Export
2. Methodology to Provide Enhancements and/or Custom Software
a) Our Responsibility
As part of our delivery of these services, we will:
(1) Review the required features for the items set forth in paragraph 1, above, with you.
(2) Prepare a Requirements Document (RD) to include:
• Detailed description of the required feature
• menu samples
• screen samples
• report samples
moo:
go
National City, CA LSA Agreement 110620.docx v* tylet'
35
Interface Control Document
Sedgwick County, KS
For Internal Use Only:
Practice Manager
Craig Salyers
Design and Development
Hours
60
Deployment Hours
30
Trips Required
0
Interface
ARJIS Call for Service Export
Direction
Export
Third Party
ARJIS
Record Type
Call for Service
Detailed Description
Tyler Technologies will provide an interface that will export call for service data from New
World Public Safety to ARJIS.
The transfer of data will be an automated batch process that will occur at a frequency
configurable by the customer. The interface will support one transfer method and format. Data
may be transmitted as a file, through a web service, as a TCP message or other agreed upon
protocol.
The interface will be limited to fields that exist in the New World module. No new fields will
be added to the database or user screen.
Assumptions
1. The third -party will provide a documented API that will allow access to required data via
a file transfer, web service, or TCP/IP.
2. Tyler Technologies will not be responsible for making any modification in the 3rd party
software to support this interface.
3. The third -party will work with Tyler Technologies and the customer to test the interface.
For Internal Use Only:
Practice Manager
Craig Salyers
Design and Development
60
Hours
Deployment Hours
30
Trips Required
0
Page 2 of 2 Sep 21, 2020
(3) Conduct the programming and programming test.
(4) Provide the associated in -scope training, testing and/or other support services.
For an enhancement or custom software requiring over seven (7) days of services, we will utilize the
design document procedure described below. For enhancements or custom software that require
less than seven (7) days of services, we will use a Request for Service (RFS) procedure. Both
procedures are reviewed with you at a pre -installation planning meeting. The RFS procedure utilizes
a form with a narrative description and supporting documentation if applicable to define the work to
be done.
b) Design and Development Procedure
Activity Targeted Time
Period
(1) We will work with your staff in completing the RD. You To be determined
agree to be reasonable and flexible in not attempting to
design the modifications to be more extensive than called
for in the scope (cost and schedule) of this project.
(2) We submit completed RD to you. To be determined
(3) You will review and sign off on the RD. Once you sign off To be determined
on the RD, any subsequent changes must be documented
along with the impact on pricing and schedule, if any. No
programming will be done by us until the formal sign -off
and your authorization to proceed in writing.
(4) We complete programming from RD and provide the To be determined
associated deliverable to you.
(5) You test software modification based on RD. To be determined
3. Third Party Responsibilities
a) The third -party will provide a documented API that will allow access to required data via a file
transfer, web service, or TCP/IP.
b) We will not be responsible for making any modification in the 3rd party software to support this
interface.
c) The third -party will work with us and you to test the interface.
The custom interfaces we agree to deliver to you under this Agreement are set forth in the Investment Summary
and in the Interface Control Document(s) (ICD) listed below.
National City, CA LSA Agreement I10620.doex •. * tyler
36
Interface Control Document (ICD
National City, CA
Interface
SDLaw Warrant Lookup
Direction
Query '
Third Party
SDLaw
Record Type
NA
Detailed Description
Tyler Technologies will provide an interface that will allow users to query warrant data through
the New World NCIC functionality.
Assumptions
1. The third -party will provide a documented API that will allow access to required data via
a file transfer, web service, or TCP/IP.
2. Tyler Technologies will not be responsible for making any modification in the 3rd party
software to support this interface.
3. The third -party will work with Tyler Technologies and the customer to test the interface.
For Internal Use Only:
Practice Manager
Craig Salyers
Design and Development
Hours
140
Deployment Hours
40
Trips Required
0
Interface
NetRMS Call -for -Service Export
Direction
Export
Third Party
NetRMS
Record Type
Call for Service
Detailed Description
Tyler Technologies will provide an interface that will export call for service data from New
World Public Safety to NetRMS.
The transfer of data will be an automated batch process that will occur at a frequency
configurable by the customer. The interface will support one transfer method and format. Data
may be transmitted as a file, through a web service, as a TCP message or other agreed upon "
protocol.
The interface will be limited to fields that exist in the New World module. No new fields will
be added to the database or user screen.
Assumptions
1. The third -party will provide a documented API that will allow access to required data via
a file transfer, web service, or TCP/IP.
2. Tyler Technologies will not be responsible for making any modification in the 3rd party
software to support this interface.
3. The third -party will work with Tyler Technologies and the customer to test the interface.
Page 1 of 2 Sep 21, 2020
•
•®• tyler
iiii••
i technologies
Exhibit F
Additional Terms for New World Public Safety and Brazos Hosted Components
We will provide you with the New World Public Safety and Brazos hosted components of Tyler Software indicated
in the Investment Summary of this Agreement. The terms and conditions contained in this document only apply
to our provision of those applications. Capitalized terms not otherwise defined will have the meaning assigned to
such terms in your License and Services Agreement.
1. Additional Definitions. The following definitions shall apply to this Exhibit:
1.1. "Hosted Components" means the New World Public Safety and Brazos hosted components of Tyler
Software identified in the Investment Summary.
1.2. "Hosting Services" means the hosting services Tyler will provide for the Hosted Components for the fees
set forth in the Investment Summary. Terms and Conditions for the Hosting Services are set forth in this
Exhibit F.
1.3. "SLA" means the service level agreement applicable to the Hosting Services. A copy of Tyler's current SLA is
attached hereto as Schedule 1.
1.4. Third Party Services" means the services provided by third parties, if any, identified in the Investment
Summary.
2. Hosting Terms for the Hosted Components.
2.1. We will either host or engage Third Party Services in order to host the Hosted Components set forth in the
Investment Summary for the fees set forth therein. You agree to pay those fees according to the terms of
the Invoicing and Payment Policy. In exchange for those fees, we agree to provide the Hosting Services
according to the terms and conditions set forth in this Exhibit F, and the other applicable terms of the
Agreement. If you fail to pay those fees, we reserve the right to suspend delivery of the applicable Hosting
Services after advance written notice to you of our intention to do so.
2.2. In our sole discretion, we may elect to migrate the Hosting Services to a replacement system (including our
own) and will undertake reasonable efforts to complete such transfer during maintenance windows as set
forth in the SLA. We will undertake reasonable efforts to provide you with advance written notice of any
such transfer. You agree to provide all reasonable assistance and access in connection with any such
transfer. In the event the Hosted Components are transferred to our data center and we provide hosting
services directly to you, the terms of the SLA will also apply.
2.3. The initial term for the Hosting Services is one (1) year. Thereafter, the term will renew automatically for
additional one (1) year terms, unless terminated by either party at least thirty (30) days in advance of the
upcoming renewal date.
2.4. Where applicable, we will perform or cause to have performed upgrades of the applications, hardware,
-.` tyler
National City, CA LSA Agreement 110620.docx _
38
and operating systems that support the Hosting Services. These upgrades are performed in commercially
reasonable timeframes and in coordination with third -party releases and certifications. We will make
available information on industry -standard minimum requirements and supported browsers for accessing
the Hosting Services.
National City, CA LSA Agreement 110620.docx e tyler
39
•
oo.a.%o. t y I e r
• technologies
Exhibit F
Schedule 1
Service Level Agreement for Hosted Components
Agreement Overview
This SLA outlines the information technology service levels that we will provide to you to ensure the availability
of the Hosting Services that you have requested us to provide. All other support services are documented in
the applicable Support Call Process. All defined terms not defined below have the meaning set forth in the
Agreement.
Definitions
Attainment: The percentage of time a service is available during a billing cycle, with percentages rounded to the
nearest whole number.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the
acts or omissions of any of your service users or third -party providers over whom we exercise no control.
Downtime: Those minutes during which the applicable software products are materially unavailable for your use.
Downtime does not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a billing cycle that a given service is capable of receiving,
processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force
Majeure.
Service Availability
The Service Availability of the applicable software products is intended to be 24/7/365. We set Service
Availability goals and measures whether we have met those goals by tracking Attainment.
Client Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the
applicable Support Call Process exhibit. You may escalate through the hosting hotline. You will receive a support
incident number. Any Downtime is measured from the time we intake your support incident.
To track attainment, you must document, in writing, all Downtime that you have experienced during a billing
cycle. For purposes of this Service Level Agreement, billing cycle shall be based on each calendar quarter. You
must deliver such documentation to Tyler within thirty (30) days of a billing cycle's end.
National City, CA LSA Agreement I I0620.docx
a.Y. tyler
40
The documentation you provide must substantiate the Downtime. It must include, for example, the support
incident number(s) and the date, time and duration of the Downtime(s).
Tyler Responsibilities
When our support team receives a call from you that a Downtime has occurred or is occurring, we will work with
you to identify the cause of the Downtime (including whether it may be the result of a Client Error Incident or
Force Majeure). We will also work with you to resume normal operations.
Upon timely receipt of your Downtime report, outlined above, we will compare that report to our own outage
logs and support tickets to confirm that a Downtime for which Tyler was responsible indeed occurred.
We will respond to your Downtime report within thirty (30) days of receipt. To the extent we have confirmed
Downtime for which we are responsible, we will provide you with the relief set forth below.
Client Relief
When a Service Availability goal is not met due to your confirmed Downtime, we will provide you with relief that
corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief
Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA will not exceed 5% of
the fee for any one billing cycle. Issuing of such credit does not relieve us of our obligations under the
Agreement to correct the problem which created the service interruption. A correction may occur in the billing
cycle following the service interruption. In that circumstance, if service levels do not meet the corresponding
goal for that later billing cycle, your total credits will be doubled, with equal relief being provided in that later
billing cycle.
Client Relief Schedule
Targeted Attainment
Actual Attainment
Client Relief
100%
98-99%
Remedial action will be taken at no
additional cost to you.
100%
95-97%
Remedial action will betaken at no
additional cost to you. 4% credit of
fee for affected billing cycle will be
posted to next billing cycle
100%
<95%
Remedial action will be taken at no
dditional cost to you. 5% credit of
ee for affected billing cycle will be
posted to next billing cycle
You may request a report from us that documents the preceding billing cycle's Service Availability, Downtime, any
National City, CA LSA Agreement 110620.docx •.0 tyi@f
41
remedial actions that have been/will be taken, and any credits that may be issued. That report is available by
contacting the hosting hotline through the support portal(s).
Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and
Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low -traffic times. If
and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of
those windows and will coordinate to the greatest extent possible with you. When maintenance is scheduled to
occur, we will provide approximately two (2) weeks' advance written notice to the contact information that you
supply on your notification form. When emergency maintenance is scheduled, you will receive an email at that
same contact point.
Force Majeure
You will not hold us responsible for meeting service levels outlined in this SLA to the extent any failure to do so is
caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request that said failure be
excused. That writing will include the details and circumstances supporting our request for relief with clear and
convincing evidence pursuant to this provision. You will not unreasonably withhold your acceptance of such a
request.
National City, CA LSA Agreement 110620.docx •.f tyler
42
Updated: National
110620 (002)
Final Audit Report
City CA LSA Agreement
2021-02-25
Created:
2021-02-25
By:
Ruth Ann Hines (ruthann.hines@tylertech.com)
Status:
Signed
Transaction ID:
CBJCHBCAABAArdBRXLXGfyvURBrjOoNHsystpg9M6Ym
"Updated: National City CA LSA Agreement 110620 (002)" Hist
ory
Document created by Ruth Ann Hines (ruthann.hines@tylertech.com)
2021-02-25 - 8:48:58 PM GMT- IP address: 68.40.141.227
C4 Document emailed to Bryan Proctor (bryan.proctor@tylertech.com) for signature
2021-02-25 - 8:50:53 PM GMT
Email viewed by Bryan Proctor (bryan.proctor@tylertech.com)
2021-02-25 - 8:55:07 PM GMT- IP address: 166.216.159.232
AD Document e-signed by Bryan Proctor (bryan.proctor@tylertech.com)
Signature Date: 2021-02-25 - 8:56:05 PM GMT - Time Source: server- IP address: 166.216.159.232
10 Agreement completed.
2021-02-25 - 8:56:05 PM GMT
Q Adobe Sign