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2013-18 Tyler Technologies, Inc - HR & Finance SoftwareAGREEMENT Contract ID# 2013-0000 This Subscription Agreement ("Agreement") is made this 2- ft� day of JU L 2013 ("Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices at 5519 53ftl Street. Lubbock, Texas 79414 ("Tyler") and City of La Quinta, with offices at 78-495 Calle Tampico, La Quinta, CA 92253 ("Client"). WHEREAS Client selected Tyler to furnish, deliver, install and implement the services set forth in the investment summary attached hereto and incorporated herein as Exhibit 1 ("Investment Summary"); NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, Tyler and Client agree that Tyler shall provide software, services and products, and Client shall pay prices, as set forth in this Agreement. Licenses. Tyler shall grant to Client and Client shall accept from Tyler, a non-exclusive, revocable, nontransferable, non -assignable license to use the software products, including any modifications and enhancements to such software products provided pursuant to this Agreement, and any related interfaces listed in the Investment Summary (collectively, the "Licensed Property') solely for Client's own internal business purposes. Ownership of the Licensed Property shall remain with Tyler, and Tyler grants a limited license to the Client to use the Licensed Property. Unless otherwise specified on the Investment Summary: (a) the Licensed Property is purchased for use by the City of La Quinta (collectively, the "Named Users"), and may be accessed by no more than the specified Named Users; (b) additional subscriptions may be added during the Term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the Term in effect at the time the additional subscriptions are added; and (c) the added subscriptions shall terminate on the same date as the pre-existing subscriptions. Subscriptions are for the designated Named Users and cannot be shared or used by any other persons; provided, however, that subscriptions may be reassigned to new users replacing former Named Users who no longer require ongoing use of the Licensed Property. 2. Price a) The five-year financial obligation of the Client to Tyler for the Licensed Property and the services listed in the Investment Summary herein shall be as outlined in this Agreement. The price shall be payable by the Client to Tyler as provided in Section 3 hereof. Upon a five (5) year renewal of this Agreement, Tyler agrees not to increase the then current Licensed Property fees by more than 5% per year for years six (6) through (10). b) Services utilized shall not exceed the cost and hours as specked in the Investment Summary herein. Upon prior written authorization, additional related services not specified in the Investment Summary will be billed at the then current rate for the service as they are incurred. Any modifications or adjustments to the financial obligation of the Client shall be effective only if contained in a written Change Order or similar written instrument signed by both parties. c) The fees and other charges set forth in the Investment Summary do not include any tax or other governmental impositions including, without limitation, sales, use or excise tax. All applicable sales tax, use tax or excise tax shall be paid by the Client and shall be paid over to the proper authorities by the Client or reimbursed by the Client to Tyler on demand in the event that Tyler is responsible or demand is made on Tyler for the payment thereof. If tax exempt, Client must provide Tyler with its tax exempt number or form. 3. Payment a) Upon installation of first software application, Tyler will invoice Client for the prorated (partial year) initial year annual subscription fee, as set forth in the Investment Summary, prorated to reflect the partial year. At the beginning of each City of La Quinta fiscal year (e.g., July 1), through the end of the Term of this Agreement, Client will remit to Tyler an annual subscription fee in the amount shown in the Investment Summary, attached hereto as Exhibit 1 of this Agreement with payment due within forty-five (45) days of the then current year being invoiced. Tyler will invoice Client in accordance with the terms of the Agreement. Until notified otherwise, Tyler shall mail invoices to the attention of Client Contact at the address listed in the preamble of this Agreement for approval in accordance with the terms of this Agreement. Unless otherwise stated in this Agreement, payment is due upon Client's receipt of an invoice. Client will have a renewal option six (6) months prior to Agreement expiration. b) CLIENT ACKNOWLEDGES THAT CONTINUED ACCESS TO THE LICENSED PROPERTY LISTED IN THE INVESTMENT SUMMARY IS CONTINGENT ON CLIENT'S ANNUAL PAYMENT OF SUBSCRIPTION FEES. IF CLIENT FAILS TO REMIT ANY REQUIRED SUBSCRIPTION FEES, AND THE AMOUNT IN ARREARS IS FORTY-FIVE (45) DAYS OR OLDER, TYLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND DENY ACCESS TO THE LICENSED PROPERTY FOLLOWING FORTY-FIVE (45) DAYS WRITTEN NOTICE OF ITS INTENT TO TERMINATE. c) Client agrees to pay monthly for professional services incurred, limited to the costs and hours specified within the Investment Summary. Additional hours may only be provided through an approved change order. d) Client agrees to make fee payments for any new subscriptions and/or added Named Users during any Term of this Agreement. e) In the event of any disputed invoice, Client shall provide written notice of such disputed invoice to: "Attention: Divisional COO," at the address listed in the preamble of this Agreement. Such written notice shall be provided to Tyler within forty-five (45) calendar days of Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client to provide written clarification and details for the disputed invoice. Tyler shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outline the reasonable steps needed to be taken by Tyler and Client to resolve any issues presented in Client's notification to Tyler. Client may withhold payment of only the amount actually in dispute until Tyler provides the required written response, and full payment shall be remitted to Tyler upon Tyler completion of all material action steps required to remedy the disputed matter. Notwithstanding the foregoing sentence, if Tyler is unable to complete all material action steps required to remedy the disputed matter because Client has not completed the action steps required of them, Client shall remit full payment of the invoice. Any undisputed sum not paid when due shall bear interest at a rate of prime rate (as set forth in the Wall Street Journal) plus five percent (5%) per annum or the highest rate allowed by governing law, whichever is less. f) Any invoice not disputed during the timeframe and as described above shall be deemed accepted by the Client. If payment of any invoice that is not disputed during the timeframe and as described above is not made within sixty (60) calendar days of Client's receipt thereof, Tyler reserves the right to suspend delivery of all services under this Agreement. 4. Limitation of Liability. Subject to the following sentence, in no event shall Tyler be liable for special, indirect, incidental, consequential or exemplary damages, including without limitation any damages resulting from loss of use, loss of data, interruption of business activities or failure to realize savings arising out of or in connection with the use of the software or hardware products. Tyler's liability for damages shall be limited to a maximum of 1.5 times the collective amounts paid by Client for the Subscription fees identified in the Investment Summary. This limitation applies to all causes of action in the aggregate, including without limitation breach of warranty, negligence, strict liability and misrepresentation and other torts. The license fees herein reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set forth in this Agreement. Limited Warranty. Tyler warrants that the then current, unmodified version of the Tyler Software Products will substantially conform to the then current version of its published current specifications. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Confidentiality. a) Tyler acknowledges and agrees that Client is a Records Act, which requires Client to disclose privileged from disclosure, upon request from a member of the meetings of the public entity and as such, is subject to (i) the Public information and documentation that is not otherwise public, and (ii) the Brown Act, which requires Client's legislative body to be open to the public, with certain limited exceptions, as set forth in the Brown Act. To the extent permitted by law, Client agrees to keep confidential Tyler's confidential information which includes, but is not limited to Tyler's Source Code, online help documentation and any other proprietary information. Client further agrees to notify Tyler, when possible, when presented with a public records request for information related to Tyler. b) The confidentiality covenants contained herein shall survive the termination or cancellation of this Agreement. Indemnification for Professional Liability. When the law establishes a professional standard of care for Tyler's services, to the fullest extent permitted by law, (i) Tyler shall indemnify, protect, defend and hold harmless Client and any and all of its officials, employees and agents from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Tyler, its officers, agents, employees or sub -consultants (or any agency or individual for which Tyler is legally liable) in the performance of professional services under this Agreement, and (ii) Client shall indemnify, protect, defend and hold harmless Tyler and any and all of its officials, employees and agents from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Client, its officers, agents, employees or sub -consultants (or any agency or individual for which Client is legally liable) in the performance of professional services under this Agreement. 8. Indemnification for Other than Professional Liability. a) Other than in the performance of professional services and to the full extent permitted by law, Tyler shall indemnify, defend and hold harmless Client, and any and all of Client's employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Tyler or by any individual or agency for which Tyler is legally liable, including but not limited to officers, agents, employees or subcontractors of Tyler b) Other than in the performance of professional services and to the full extent permitted by law, Client shall indemnify, defend and hold harmless Tyler, and any and all of Tyler's employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Client or by any individual or agency for which Client is legally liable, including but not limited to officers, agents, employees or subcontractors of Client. 9. Insurance Specifications. a) Without limiting Tyler's indemnification of Client, and prior to commencement of services, Tyler shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to Client. • General liability insurance. Tyler shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. • Automobile liability insurance. Tyler shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Tyler arising out of or in connection with the services be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. • Professional liability (errors & omissions) insurance. Tyler shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Tyler agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Agreement. Workers' compensation insurance. Tyler shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Tyler shall submit to Client, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Client, its officers, agents, employees and volunteers. b) Proof of Insurance. Tyler shall provide certificates of insurance to Client as evidence of the insurance coverage required herein. Insurance certificates and any endorsements must be approved by Client's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Client at all times during the term of this Agreement. c) Duration of Coverage. Tyler shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the services hereunder by Tyler, its agents, representatives or employees . d) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Client's Risk Manager. e) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against Client, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Tyler or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Tyler hereby waives its own right of recovery against Client. t) Enforcement of Contract Provisions (non estoppel). Both parties acknowledges and agrees that any actual or alleged failure on the part of the other to inform of non-compliance with any requirement imposes no additional obligations on the other nor does it waive any rights hereunder. g) Requirements Not Limiting. Requirements of specific insurance coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. h) Notice of Cancellation. Tyler agrees to notify Client with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. i) Additional Insured Status. General liability policies shall provide or be endorsed to provide that Client and its officers, officials, employees, and agents shall be additional insured under such policies. This provision shall also apply to any excess liability policies. j) Timely Notice of Claims. Tyler shall use reasonable efforts to give Client prompt and timely notice of claims made or suits instituted that arise out of or result from Tyler's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. k) Additional Insurance. Tyler shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 10. Resolution of Disputes. a) In the event of disputes pertaining to performance levels, upon Tyler's failure to meet mutually agreed upon performance levels for three consecutive months, each party shall appoint an authorized representative to cooperate in developing a mutually agreeable problem resolution plan which shall include a description of internal diagnostic procedures. Tyler shall perform according to the problem resolution plan and shall be responsible for updating any hardware on Tyler's site or taking additional action within Tyler's control to reach the agreed upon performance level. b) In the event of a dispute between the parties under this Agreement pertaining to pecuniary damages or losses, the matter shall be settled in accordance with the then prevailing rules of the American Arbitration Association. 11. Termination Cancellation or Modification. This Agreement may not be terminated, cancelled or modified except by the written mutual consent of both parties or as otherwise provided in this Agreement. Upon termination, cancellation or non -renewal of this Agreement, any licenses for the versions of the applications that Client licensed prior to this Agreement shall remain with Client under the terms of prior license Agreements. Upon termination, cancellation, or non- renewal of this Agreement, the licenses provided under this Agreement shall be automatically terminated, and Client access to the Licensed Property shall be denied. In the event of termination or cancellation prior to the expiration of the term of this Agreement, (i) Client will be responsible for payments made by Tyler, or payments due from Tyler, to any third parties for the purchase of Systems software, other third party software or hardware delivered to Client's site as of the date of termination or cancellation, and (ii) subject to termination pursuant to Section 15 below, Client shall make a payment to Tyler for any expenses incurred by Tyler prior to and/or during the exit process and an early termination fee for termination after year four (4) through five (5) years from the effective date of this Agreement, in the amount of 25% of the remaining subscription fees. If Client requests a data extract, Client will be responsible for payment of such services billed on a time and material basis. In the event Tyler cancels services, Tyler will be responsible for any non-refundable charges. 12. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 13. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be delivered in hand, delivered by reputable overnight courier that provides a receipt with the time and date of delivery, or sent by first class mail, postage prepaid, to the parties at the addresses on the cover of this Agreement. 14. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and Client. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. 15. Non -Appropriation. Client intends to remit and reasonably believes that moneys in an amount sufficient to remit all payments required under this Agreement, as set forth in the Investment Summary, can and will lawfully be appropriated. Client acknowledges that appropriation of moneys for said payments beyond the current fiscal year is a governmental function to which Client cannot contractually commit and this Agreement does not constitute (i) a multiple -fiscal year direct or indirect debt or financial obligation; or (ii) an obligation payable in any fiscal year beyond the fiscal year for which funds are lawfully appropriated; or (iii) an obligation creating a pledge of or a lien on tax or general revenues. If Client's City Council does not approve an appropriation of funds for said payments coming due during the next fiscal year(s), Client shall have the right to terminate this Agreement on the last day of such fiscal year and return the Licensed Property without penalty or expense to Client in accordance with Section 8 of this Agreement; provided, however, Client shall give Tyler at least sixty (60) days prior written notice of such non -appropriation and the resulting termination of this Agreement. Client acknowledges that this non -appropriation provision is not intended to be used as a substitute for convenience termination nor for the purpose of replacing the Licensed Property with property or services intended to perform substantially similar functions. Client, therefore, agrees to the extent permitted by applicable law (i) not to utilize these non -appropriation provisions for such purposes and (ii) if this Agreement is terminated because of non -appropriation of funds, not to purchase, lease, rent, or otherwise acquire property or services which are intended to perform substantially similar functions as those provided by the Property during the fiscal year following termination of this Agreement. 16. Entire Agreement. This Agreement, including all exhibits hereto, represents the entire agreement of Client and Tyler and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this Agreement it did not rely on any representations or warranties other than those explicitly set forth in this Agreement. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California and the 91" Circuit United States Courts. 18. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been approved by its governing body and is a binding obligation upon Client. Client represents and warrants that funds are appropriated and/or arrangements have been made with a third party financier. Both persons executing this Agreement have been duly authorized and empowered to enter into this Agreement. 19. Time of Essence. Time if of the essence with respect to the ultimate completion of this project. Both parties acknowledge each party relies on the other and implementation of this Agreement is a mutual effort. 20. Waiver. Any failure or delay by either party in asserting any of its rights and remedies hereunder shall not operate as a waiver of any default or of any rights or remedies provided for herein. Any waiver of a term or provision herein shall be in writing. 21. Counterparts. This Agreement may be executed in counterparts which, when taken together, shall constitute one fully executed document. 22. Subscription Services. For as long as a current subscription agreement is in effect, Tyler shall provide Client access to the Licensed Property in accordance with Tyler's then current Service Level Agreement. The current Service Level Agreement is attached hereto and incorporated herein as Exhibit 3. 23. Professional Services. a) Services Provided. Tyler shall provide all of the following services to Client, as evidenced in the attached Investment Summary: • Installation as described in the Investment Summary; • Conversion of Client's existing data as set forth in the Investment Summary. Client is responsible for reading and complying with Tyler's Conversion Statement. • Training/implementation as set forth in the Investment Summary. b) Verification Testing of the Software Products. • At the Client's request, within thirty (30) days after the Subscription site has been setup for the Client, Tyler will test the software products in accordance with Tyler's standard verification test procedure. Demonstration shall constitute Client's verification that the software products substantially comply with Tyler's current specifications for the most current version of the software products and functional descriptions of the software found in Tyler's written proposal to Client. Additional fees would apply to Client if this option is chosen. • At its option, Client may perform Client's own defined internal validation process to test the software to substantially comply with Tyler's current specifications for the most current version of the software products and functional descriptions of the software found in Tyler's written proposal to Client. Such validation test shall constitute Client's verification. • Notwithstanding anything contrary herein, Client's use of the software products for its intended purpose, or Client's live processing, shall constitute Client's verification of the software products, without exception and for all purposes. 7 • Verification or validation, by Client, that the software products substantially comply with Tyler's current specifications for the most current version of the software products and functional descriptions of the software found in Tyler's written proposal to Client shall be final and conclusive, except for latent defect, fraud, and such gross mistakes that amount to fraud. In the event said verification becomes other than final, or becomes inconclusive, pursuant to this paragraph, Client's sole right and remedy against Tyler shall be to require Tyler to correct the cause thereof. • Tyler shall correct any functions of the software products which failed the standard verification testing or failed to comply with Tyler's current specifications for the most current version of the software products and functional descriptions of the software found in Tyler's written proposal to Client. If Client has made modifications to the software programs, Tyler will not make such corrections, unless such modifications were specifically authorized in writing by Tyler. c) Professional Services Fees. • Upon the completion of each service day, or group of days, Tyler will present a Daily Log. Client's Project Manager will sign the report indicating acceptance of the service day(s) and its subsequent billing, or noting reasons for Client's non -acceptance of such. This acceptance is final. • Client is not charged for travel time to and from the Client's site. Only time spent on -site is billed as training time, with the exception of those cases in which the Client requires the Tyler trainer(s) to travel on the weekend, in which case Client will be billed for weekend travel time at a rate of $500 per weekend day. • If Client travels to Tyler location for training, then Client agrees to pay all expenses related to transportation of Client's employees. • Payment is due within forty-five (45) calendar days of Client's receipt of invoice. d) Training Environment. If training is being conducted at the Client's site, the Client is responsible for providing a productive environment to conduct training. Tyler is not responsible for its inability to conduct training or for inadequate training arising due to interruptions and/or unavailability of Client personnel to be trained. Time spent on -site by Tyler that results in non- productive training time beyond Tyler's control will be billed as training time. Tyler will make reasonable efforts to schedule training on dates requested by the Client. Trainers will be on -site approximately noon Monday through noon Friday. This allows appropriate travel time to and from the Client's site. e) Site Requirements. • Client shall maintain a high speed internet connection (minimum 1.5mbps download AND 512kbps upload) and must be able to provide Tyler with IP connection to Client's network through Citrix GotoAssist, VPN, Citrix, or Microsoft Terminal Services. Client shall use the connection to facilitate access to hosted software. Tyler shall use the connection to assist with problem diagnosis and resolution of software support incidents. Tyler is not responsible for purchase of VPN Client software license, Client connectivity issues due to bandwidth saturation, or configuration of Client's firewall settings. • Tyler shall provide Client with remote support through the use of secure connection over the Internet connection via Citrix GotoAssist. If Client will not allow access through GotoAssist, Tyler cannot guarantee support standards will be met. Tyler will make every effort to support Client's operating environment but cannot guarantee compatibility with all Client devices or third party software applications. f) Proiect Management. Client agrees to designate in writing a primary contact (the "Project Manager") to represent Client and help coordinate Client's personnel during the design, development, 8 installation, training and maintenance of the system. The Project Manager shall have the authority to amend delivery schedules, seek additional services hours, and authorize other changes to this Agreement. a) Additional Services. Services utilized in excess of those set forth in the Investment Summary and additional related services not set forth in the Investment Summary, shall require prior written authorization and will be billed at Tyler's then current market rate for the service as they are incurred. Estimated travel and other expenses shall be quoted to Client and upon approval will be billed as delivered, h) Termination and Cancellation. In the event of cancellation or termination of this Agreement, whether for cause or non -appropriation, Client will make payment to Tyler for all services and expenses delivered or incurred prior to the termination or cancellation of this Agreement, as set forth in the Investment Summary. IN WITNESS WHEREOF, the parties hereto have executed -this Agreement as of the dates set forth below. Client y Name Frank Spevacek, City Manager Title:_ City of La Quinta, California Date: _ ATTEST: � Susan Maysels, City C11drk APPROVED AS TO FORM: Allison LaMoine-Bui Deputy City Attorney La Quinta, California Tyler Technologies, Inc.. By: ` Name: SC'� 1 'itil5 Tale:('Xe(' if�`��r'dc6,dr4, LM�,IvP l(4nfl � Date: )3 F.aldll Investment Summary W. CMI. Escol eEO City .1L Oui CA yler ..do tIDF: I0134140 a for: City of U QuRtA. CA I.. oea: Vllafa paean: Mr. CMIa ESWEado kdo... 'lBaBE Call. Terre. afoamen: 1. R. Is C . G gnca w: (M) ] -7010 u: uFAempt: Ysa/No p: Sarvki;6 E0MPiliR i "t NWRNm.IFlrt' ( w Appl too pla0iaa+CooMa $ Drab F ct �: wl Fwa^`� pn suepry.o. a.. easeaW .Num MWOD pp xvEwt• 1,HaW 1 Wa ptl ROMWntl.ervlNl OMn.^�.dm SpKvs 13.37500 33,135W 73.37509 135W •Gnw:Yn dP.6Y.M e1,3]d00 M,2M.W Totila .080.00 81,'17000 4978100 mj B,BR0.00 .....m.: n..tl�.0. MAW.. ea.na Subscription Summary Mr. Chris Escobedo City of La Quinta, CA July 10, 2013 Cost Summary Tyler ler a � . .,.. Cost _.I Annual Fees Tyler Online Training Center NO (The Tyler Online Training Center is an INCODE-exclusive service providing online training & webinars.) Tyler Community NO Incode Dashboards NO Pad Financial Management Console NO Professional Services Cost Implementation Services 73,375 Professional Services 22,125 Data & Conversion Assistance Fees 64,238 Services 159,738 Misc. Hardware and Network Equipment Cost Printer, Drawer, Mag Reader 1,440 Subscription - Hosted Length of Agreement 5 Years - 60 Months Annual Subscription Fee 71,940 Annual User Fee (Active) Annual 25,. 12,000 User Fee (Casual) [�'. l 4,400 Summary **Note: Additional Active users may be added at any time at the per user rate of $480 per year. **Note: Additional Casual users maybe added at anytime at the peruser rate of $100 per year Description • Maintenance and Support • High speed FTP connection to INCODE Network • Daily Back-up Monitoring • Data integrity check • Off -site backup • Assistance with establishing Managed Hosting Connection Annual Fees 10 Software Licenses - Subscription � Mr. Chris Escobedo City of La QQr, Oulnta, CA July 10, 2013 GrjAry Application Software CITY Incode Financial Management Suite 1 Core Financials (General Ledger, BudgetPrep, Bank Recon, Accounts Payable) Purchasing & Requisitions RecTrac (Vermont Systems) Interface GASB 34/CAFR Module with Adjustments and Reporting Fixed Assets Positive Pay Project Accounting & Grants Management Incode Personnel Management Suite 1 Personnel Management (Payroll & Human Resources, FMLA Leave Tracking, Benefits Administration, Position ContmYBudgeling) Employee Self Service 70 (Employee Portal, Leave Tracking, Time Request & Approval) ESS Time & Attendance 70 ESS Benefits Administration 70 Payroll - Electronic Time Clock (Executime) Incode Customer Relationship Management Suite 1 Cashiering (Support Credf/Debit Cards via ETS, PCI Compliant) Credit Card processing via Aulhorize.Net (Transfirst) Accounts Receivable EnerGov License Mangement Incode Content/Document Management Suite 1 Incode Printing and Reporting Solutions Standard Forms Package - California Dashboard/Workspaces - Unlimited Users Integrated Report Writer -Included Pad Financial Management Console - Included Secure Signatures (includes 2 signatures) Output Director Output Director (Base Engine, Pnnt Output Channel, Tyler Content Management Output Channel, Email Output Channel) Laserfiche Output Channel Laserfiche Financial Suite Interface Laserfiche CRM Suite Interface Professional Services -Subscription W. Curie Steeled. CItV of Le QWnte "July 10, W1J ;e. tyler E¢titratee Application PMesnl... I SeM. Summary Estimmee Noun SeM.. ImplamvlL flora S.M. Faam9al SWln 247 m6TS PersmnN Managemem Salta 212 W.500 Costumer Releli pMarmi m tSuite 88 10.OW Cpe itm Merm9 i t Suite 48 8,= Oonver Bervlce¢ Finnrgel u 0Si Customer eMtionsMp ManelXmenl Salle Bela 4 M11 .9 29,g1T I.cW. ProfossionW SeM. pmm mieee .N 9,= Bourses, P..u. Rei 40 Sm FirW lmPI..,, tim S.. 85 8,125 Pfotessi..W S.M. To I 752 159.708 Eebmatee Esumatae brpmmnbticn Sorvl,m Breakdown Qw Hours SoM.. epode Fla. d.1 Suite IneeM Fine tAW Applleetlwu Con Fiium,dals i ISM (GaumetLet,mr. Bueper hop, Beek Roan. J utwt Enry/mar. Ex wAccounra Payti RapatW V..ie, Purwsvq & ROWIelims 1 4.580 Cu sitOomd CoM2ure5Wt 1 1,250 RecTrac (Ve it SystenN) INe fece 1 S,OW Fetamal ConWlSeMer. 5,125 Financial Suite Subtotal 247 W.875 Incoee Personnel Madge to So. Inceee PersonnW Management Systems Persmm MBn ,.rtt 1 7,500 (Pa,01 a Mitten Msoumsa, FMLA Leave TMOIV, BeneNs Adminisrmthvt, Hainan cmtH udganng) Empbyee SeltSerme(Numnercl FTEEmploves) m 4,OW (Empoyao Pond) ESS Time & Atlemtance (Number of FTE EmW,ees) TO 4,000 ESS Benefila MmNstmm (Numt er W FTE Enpbyem) TO 4.COJ Persmnd Mmegemerl Consullup Service 2.00B Pa"I - EM ft Time Cock S,ceculime) 1 5.000 In.iM. Parsotmol Manegmlant Salto Subtotal 212 28.500 (Support CretftVe Nt CaN via ETS. MI Compllen0 Accounts Receivabe 1 2,OOo EitQ Chen.. Merpemmrt 4.= cw# . Ftawonairip mte a,.mont Salta Sit roof 00 10.000 Inwde Content Managomwlt Suite lrt M Pdnrolg ate Rug Meng Solu&ens Output prep., Cow p tar 1 4,C00 (Base Eplrre. I W OpWW Cire oet. Thar C..t Management OuIPW Chieutel, Etta OWNI CMnrag taeererne OupW Clan 1 WA Laeiefime Fne ial Suite Inlertaca 1 1.Wg t.as eCRM Suite Wieftee t 1.W0 Cantent 61on290mont Suite Subotal 48 ISPM PrawolonW Sii Mbea hoNSL Sem. Project MaragemaM 80 9.000 Buune¢e Proces., Revimv 40 5,000 Fk IniplerlaMalion 05 0..125 Professional SoMcos Subtotal im n.125 12 Professional Services a >a8� Mr. Chris Escobedo aeeo 1 r. City of La Quints, CA o July 10, 2013 Conversion Estimated Estimated Conversion Conversion Services Programming Fee Hours Services Services Financial Applications General Ledger Chart of Accounts - includes GL Fund and Account hats; dollars to be entered through journal entries. The Conversion Consultant volt vmrk With you to get the JEs in place. 2.118 4 500 2,618 Budgets - includes 2 fiscal year: of GL Budgets and budget adjustments plus the current fiscal year 908 4 500 1,408 Detail History - includes 2 fiscal years) of GL history plus the current fiscal year; Will calculated balances 4,538 8 1.000 5,538 History (Previous Years Chart of Accounts 8 Detail) - additional fiscal year(s) of GL history 1,210 8 1,000 2,210 Encumbrances Accounts Payable Vendor Master File- includes Vendor master info, address, primary contact 2.118 4 500 2,618 Detail History - includes Vendor invoice history, 1099 information, payable items, and distribution; history includes 2 fiscal years plus the current year 4.538 4 500 5,038 Payroll Employee Master File -employee master, address, primary contact, standard dates (i.e.. hire, birth, leave, termination), standard phones (i.e., Work, home, cell), direct deposit, position, retirement, deductions, 8 taxes 4,238 24 3,000 7,236 Detail History - includes Vendor invoice history, 1099 information, payable items, and distributor; history includes 2 fiscal years plus the current year 6.655 8 1,000 7,655 CRM Applications Accounts Receivable A/R Master Information 3.025 4 500 3.525 Detail History- includes Vendor invoice history, 1099 information, payable items, and distribution; history includes 2 fiscal years plus the current year 4,538 4 500 5,038 Fixed Assets Master File 2,118 8 1,000 3.118 Depreciation History 1,210 4 500 1,710 Project Accounting Project Master 2,118 4 600 2,618 Detail Transactions 908 4 500 1.408 Business License Master(indudes contacts 8 properties) 6,500 8 1.000 7,500 Transactions (2 years t Current) 2,000 8 1.000 3,000 Transactions history(per year) 1,500 4 500 2,000 Conversion Services Subtotal 50,238 112 14,000 64,238 Conversion Services Total 50,238 112 14,000 64,238 13 Cash Collection Hardware M, CN Eswb". CNy & LA 0.1mm. CA Jury 10. 2013 9AVes'> tyle9 Muac Hardware and Nrt M Eaulamunl DTY Ptice MalMewnce Maintenance Seume CaeN CeldNpn All TM-Ha00dV Pmdem oluas PS-190 power sappy, anion, USE Cade sMW rd( case &paper Epson TM-HEOCOIV Thsmal RscW P4rW - WTaa, USS NEW 1 1.050 203 INCODE -12 mos warm ty "•ALL MEDIA PLUS CASH DRAWERS ARE: S' M1Oa, lW deep. 1T w Made Rus Aulwna Cast)pawn - WNW NEW (INCODE) 1 200 40 INCODE-12 mm wanaIry Mao Skip*R.a -H.W 1 130 HarawLv a Sy81em SMWO. S.bux.1 Hardware and Sy&am SMUW,, TOW i A4e 243 1,440 243 Tyler OnDemand - Tyler Online Training Center n �p� Mr. Chris Exobedo °o u'a City of La Oulrna, CA o0 BB i4 July 10, 2013 Service Tyler OnDemand - Tyler Online rraining Center Tyler Online Training Center - Open for ALL Employees during subscription period - Unlimited Access to Live Webinars and Archived Webinars - Unlimited Access to Self Study Courses -Available 2477 Continuing Professional Education Credit with NASBA Standards - Live Webinars conduc,Wd monthly with an estimated 00 webinars annually - Over 45 Online Self Study Courses - General business knowledge and Microsoft Office software based courses - Courses cover a variety of topics that span the entire suite of INCODE applications o Financials o Payroll o Human Resources o CRM New Webinars and Self Study Courses added throughout the year Tyler Technologies, fnc. is registered with the National Association OfState Boards of Accountancy (NASBA) as a sponsor of continuing pmtessional education on the National Registry of CPE Sponsors. State boards of accountancy have final authonly on the acceptance of indwidual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700. Nashville, TN, 37219-2417. Web site. www.nasba.om Exhibit 2 SERVICE LEVEL AGREEMENT This Service Level Agreement ("SLA") operates in conjunction with, and does not supersede or replace any part of, the Subscription Agreement between Tyler and Client (the "Subscription Agreement") to which this is attached. This SLA is effective as of This SLA outlines the information technology service levels that Tyler will provide to Client to ensure the availability of the application services that the Client has requested Tyler to provide. 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 a Client's applications, content or equipment, or the acts or omissions of any of Client's service users or Client's third -party providers over whom Tyler exercises no control. Defect: Any bug, error, malfunction, adverse data condition, or other performance interruption that causes the licensed software to fail to operate in conformance with Tyler's then -current published specifications, but that does not cause a complete application outage. Downtime: Those minutes during which the software products set forth in the Subscription Agreement are not available for any type of Client use. Downtime does not include those instances in which only a Defect is present. Force Majeure: An event beyond the reasonable control of Tyler, including governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause which could not with reasonable diligence be foreseen, controlled, or prevented by the party. 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. The Service Availability of Tyler's applications is intended to be 24/7/365. Tyler sets Service Availability goals and measures whether it has met those goals by tracking Attainment. Tyler maintains two (2) secure data centers for such hosting services. a. Client Responsibilities Whenever a Client experiences Downtime, that Client must make a support call according to Tyler's standard procedures. The Client will receive a support incident number. To track attainment, the Client must document, in writing, all Downtime that it has experienced during a billing cycle. The Client must deliver such documentation to Tyler within 30 days of a billing cycle's end. The documentation the Client provides must evidence the Downtime clearly and convincingly. It must include, for example, the support incident number(s) and the date, time and duration of the Downtime(s). b. Tyler Responsibilities 16 When Tyler's support team receives a call from a Client that a Downtime has occurred or is occurring, Tyler will work with the Client to identify the cause of the Downtime (including whether it may be the result of a Client Error Incident or Force Majeure). Tyler will also work with the Client to resume normal operations. Upon timely receipt of a Client's Downtime report, outlined above in Section III(a), Tyler will compare that report to Tyler's own outage logs and support tickets to confirm that a Downtime for which Tyler was responsible indeed occurred. Tyler will respond to a Client's Downtime report within 15 day(s) of receipt. To the extent Tyler has confirmed Downtime for which Tyler is responsible, Tyler will provide Client with the relief set forth below. c. Client Relief When a Service Availability goal is not met due to confirmed Downtime, Tyler will provide the affected Client 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 Tyler of its obligations under the Subscription 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, Client's credits will be doubled. Every billing cycle, Tyler will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply: Client Relief Schedule Targeted Attainment Actual Attainment lient Relief 100% 8-99% Remedial action will be taken. 100% 95-97% % credit of fee for affected billing cle will be posted to next billing cycle 100% <95% 5% credit of fee for affected billing cle will be posted to next billing cycle A Client may request a report from Tyler that documents the preceding billing cycle's Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. r r irtt:7trc;� The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and Force Majeure. Tyler performs 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, Tyler will provide advance notice of those windows and will coordinate to the greatest extent possible with the Client. V. Force Ma,leure The Client will not hold Tyler 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, Tyler will file with the Client a signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting Tyler's request for relief pursuant to this Section. The Client will not unreasonably withhold its acceptance of such a request. 17 A41C6RO® CERTIFICATE OF LIABILITY INSURANCE l GATE (8/20/Y3 07/18/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-617-723-7775 CONTACT Michael Boisvert NAME: Hays Companies of New England PRONE 617.778.5040 FAX 617.723.5155 E AIL No E-MAIL E-MAIL : mboisvert@hayscompanies.com 133 Federal Street PRODUCER TYLER-2 CUST M R 3rd Floor Boston, MA 02110 Thomas Honan INSURE S AFFORDING COVERAGE NAICN INSURED INSURER A: ATLANTIC SPECIALTY INS CO 27154 INSURERS: NATIONAL UNION FIRE INS CO OF PITTS Tyler Technologies, Inc. INSURERC: 5949 Sherry Lane INSURER D: Dallas, TX 75225 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 34822107 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR LTR TYPE OF INSURANCE ADDL SUER POLICPOLICY NUMBER MIDDYEFF POLICY MMIDD EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE T OCCUR 711013784-0000 03/01/1 03/01/14 EACHOCCURRENCE $ 1,000,000 -DAMAGE TO -RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL S ADV INJURY $ 1,000,000 GENERAL AGGREGATE E 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: POLICY PRO- X LOC PRODUCTS-COMP/OP AGO $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMP/COLL DED. $500 711013784-0000 03/01/1 03/01/14 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) E BODILY INJURY (Per accident) E PROPERTY DAMAGE (Peraccident) $ X X $ X $ A X UMBRELLA UAB EXCESS LIAR X OCCUR CLAIMS -MADE 711013784-0000 03/01/1 03/01/14 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 DEDUCTIBLE RETENTION $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORJPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory In NH) 8 yes, describe under DESCRIPTION OF OPERATIONS below NIA 406040422-0000 03/01/1 03/01/14 X WC STATU- OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1, 000, 000 E.L. DISEASE - POLICY LIMIT $ 11000,000 B PROFESSIONAL LIABILITY 014085327 7 AGGRE ATE , DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) The City of La Quints, its officers, officials, employees, agents are additional insured with respect to General Liability coverage as required by written contract. A waiver of subrogation is granted with respect to General Liability coverage. Coverage is subject to policy terms and conditions. ty of La Quints, CA 95 Calls Tampico Quints, CA 92253 mboisvert ACORD 25 (2009109) 34822107 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE USA © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured — Broad Form Vendors 8. Coverage Territory — Worldwide 2. Additional Insured — by Contract, Agreement or 9. Duties in Event of Occurrence, Claim or Suit Permit relating to: o Work performed by you o Premises you own, rent, lease or occupy o Equipment you lease 3. Aggregate Limit Per Location 4. Blanket Waiver of Subrogation 5. Bodily Injury Redefined — Mental Anguish 6. Broadened Named Insured 7. Broadened Property Damage o Borrowed Equipment o Customers' Goods o Use of Elevators 1. ADDITIONAL INSURED — BROAD FORM VENDORS 10. Expected or Intended Injury (PD) 11. Medical Payments 12. Newly Acquired or Formed Organizations 13. Non -Owned Watercraft 14. Personal and Advertising Injury 15. Product Recall Expense 16. Supplementary Payments Increased Limits Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contractor agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs 4. or 6.; or VCG 747 TX 06 07 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 Copyright 2007, OneBeacon Insurance Group LLC MANUSCRIPTED (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) Any person or organization if the "products -completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED —CONTRACT, AGREEMENT OR PERMIT a. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effector becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", 'property damage", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", 'property damage", or 'personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", 'property damage", 'personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. VCG 747 TX 06 07 Copyright 2007, OneBeacon Insurance Group LLC c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V —Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED — MENTAL ANGUISH Under Section V the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II — Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180' day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE — BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods" is $25,000 per "occurrence". VCG 747 TX 06 07 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7 Ccpyight2007, OneBeacon Insurance Group LLC b. Under Section V —Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 8. COVERAGE TERRITORY —WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere. However, the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability company. b. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. 10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 11. MEDICAL PAYMENTS - INCREASED LIMITS AND TIME PERIOD a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. c. This provision 11. does not apply if Coverage C - Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 12. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II — Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 13. NON -OWNED WATERCRAFT a. Section II — Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: Page 4 of 7 Includes copyrighted material of Insurance services Office, Inc. VCG 747 TX 06 07 Copyright 2007, OneBeacon Insurance Group LLC 1. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or 2. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 51 feet. c. The insurance afforded by this provision 13. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 14. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of "personal and advertising injury" are amended as follows: a. Insureds In Media Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others. However, this exclusion does not apply to paragraphs 14 a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others. 15. PRODUCT RECALL EXPENSE a. With respect to this Provision 15., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section III - Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. Products Recall Limits of Insurance Product Recall Aggregate $50,000 Limit Each Product Recall Limit $25,000 The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. VCG 747 TX 06 07 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 7 Ccpynght2007, OneBeacon Insurance Group LLC c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV —Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. d. The following definitions are added to the Definitions Section: 1. "Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. "Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product": (1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation and accommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense" does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc. VCG 747 TX 06 07 Copyright 2007, OneBeacon Insurance Group LLC 16. SUPPLEMENTARY PAYMENTS— INCREASED LIMITS In the SUPPLEMENTARY PAYMENTS — Coverages A and B provision: a. The limit for the cost of bail bonds is amended to $2,500; and b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. VCG 747 TX 06 07 Includes copyrighted material of Insurance Services Office, Inc. Page 7 of 7 Ccpyright2007, OneBeacon Insurance Group LLC 0 O5 4 aCP Qu&rcu tU -c Business License No. BUSINESS LICENSE APPLICATION FORM tassssassaastaaf xaa stxxxf sx aaxrf xssss ssss ssses oast xxx xxxxssx rfxxf rasxsa sas xx xsxx xfr BUSINESS LICENSE APPROVAL: APPROVED BY DATE CLASS xftfftf lit atrr rstx rtts xtxt tssssf xaasssf xxx sxxxar sass sasses at xxf xf xf sarsrsxxsstaaf txs 1. Business Name: TYLER TECHNOLOGIES, INC. 2. Business Address: ONE TYLER DRIVE City/State: YARMOUTH, ME 3. Mailing Address: ONE TYLER DRIVE City/State: YARMOUTH, ME 4. Business Phone: 1 ) 800-772-2260 5. Owned by: Corporation: X Partnership: a 7 91 Zip Code: 04096 Zip Code: 04096 Email Address: a lexander.stewart@mcggmup.com Individual: If Corporation or Partnership, Federal Tax I.D. is required: 75-2303920 Name of Owner or Officers and Title: JOHN S MARK JR. PRESIDENT AND CEO Type of Business SOFTWARE SALES AND SERVICES 9. IF YOU AREA FOOD VENDOR, DO YOU HAVE A COUNTY HEALTH PERMIT: ❑ YES (if yes, please provide a current copy) ❑ NO 10. La Quinta Seller's Permit (SEER sale number): N/A 11. IF BUSINESS IS LOCATED WITHIN THE CITY OF LA QUINTA (Does Not Apply to Building Contractors): A. Estimated Gross Business Receipts for New Businesses Only: $ 249,000 B. Previous Year Gross Receipts for Established Businesses: $ o SBA 186 State Fee $ 1.00 TOTAL FEES $ 67M Please indicate below all vehicle license plate numbers that will be used in the business: Vehicle ❑tense Number Permit Number (Finance Use Only) I HEREBY CERT t t all info�supplie by me is correct and any licenses required by the County, State or Federal Government b n i�d ar ull force and effect. Signature: Title: TAX ACCT Date: 7/17/2013 Send Completed Form(s) to: CITY OF LA QUINTA BUSINESS LICENSE DIVISON 78495 Calle Tampico La Quinta, CA 92253 1760)777.7000 GROSS RECEIPTS RANGE: CLASS 1 CLASS 2 CLASS 3 0 - 25,000 $ 15.00 $ 18.00 $ 21.00 25,001 - 50,000 25.00 30.00 36.00 50,001 - 100,000 30.00 36.00 43.00 1001001 - 250,000 46.00 55.00 66.00 250,001 - 500,000 76.00 90.00 108.00 500,001 - 750,000 114.00 135.00 162.00 750,001 - 1,000,000 150.00 180.00 216.00 1,000,001 - 2,000,000 400.00 500.00 600.00 2,000,001 - 3,000,000 500.00 625.00 750.00 3,000,001 - 4,000,000 600.00 750.00 900.00 4,000,001 - 5,000,000 700.00 $75.00 1.050.00 51000,001 - 10,000,000 1,000.00 1,250.00 1,500.00 10,000,001 - and up 1,500.00 1,875.00 2,250.00 CLASS 1 Automobile Repair and Services; Laundry, Dry Cleaning and Garment Services; Manufacturing; Retail and Wholesale Trade. CLASS 2 Amusement and Recreation Services, including Motion Pictures; Architectural Services; Automotive Sales; Barbers & Hairstylists; Beauty Shops; Engineering Services; Landscape & Horticultural Services; Operators, Renters & Lessors of Commercial Property; Services to Buildings, and all other persons engaged in business not specifically listed elsewhere. CLASS 3 Accounting, Auditing & Bookkeeping Services; Financial Services; Insurance Brokers & Services; Legal Services; Management & Public Relations Services, Medical & Health Services; Real Estate Agents, Brokers, Managers & Services. • On September 19, 2012 Governor Brown signed into law SS-1186 which adds -a-state fee of $1 on any applicant for a local business license, permit, or renewal. The purpose is to comply with construction -related accessibility requirements for businesses in order to facilitate compliance with federal and state disability law, as specified. CHECK REQUEST/SPECIAL HANDLING REQUEST DATE: 7/17/2013 VENDOR CODE: (unless something more specific is desired for an invoice # please INVOICE #: 071713 CK REQ use date of request followed by CK REQ - example: 120111 CK REQ) PAYMENT METHOD: ATTACH (populate this field with the word ATTACH only if attachments need to go back to the vendor with the payment otherwise leave blank): PAYABLE TO: CITY OF LA QUINTA ADDRESS: BUSINESS LICENSE DIVISION ADDRESS: ADDRESS: 78-495 CALLE TAMPICO CITY, STATE, ZIP: LA QUINTA, CA 92253 REASON FOR REQUEST: Business License Penalty DISCOUNT City of LA QUINTA CA - Business License GL ACCOUNT: AMOUNT 830300-120-000-001 $ 67.00 880400-120-00202-045 $ - TOTAL AMOUNT OF REQUEST: $ 67.00 Requestor: ALEX STEWART Approver: Finance Approver: Special delivery instructions (only fill in this section if check is to be returned to the Requestor and/or to be expedited to the customer): Return to: Delivery method (fedex overnight, fedex 2 day etc) fedex/Ups account #: RECEIVE® JJL U CITY OF LA OUINTA CITY MANAGER'S OFFICE ADDENDUM Per Agreement 2013-0142, issued 7/10/13 and returned 7/24/13, ("Agreement") between Tyler Technologies, Inc. ('Tyler') and the City of La Quinta, CA ("Client"). Client would like to remove the following application and services: Estflonater, Implementation Services Breakdovrn QTy Services Incoae Customer RelatWnshlp Management Suite Accounts Receivable t 2,000 EnerGov License Mangerrent 4,000 [needs Content fanagement Suite Laserfiche CRM Suite Interface t 1,000 AR Master Information oetad i alory- intrudes Vendor invoice history, 1099 information, payable items, and dlstrihution: history includes 2 fiscal years plus the cu entyear Maltese Bca r. Master Ondudes contacts & properties) Transactions (2 years + current) TransarLCns history tper year) 3,025 4 500 3.525 4,538 4 500 5,038 5,500 a 1,000 7.500 2.000 a 1,000 3,000 1.500 4 500 2.000 As a result, subscription fees reduced to following. effective 7/24/13: Subscrtipllon - Hosted Annual Fees Length of Agreement 5 Years -50 Months Annual Subscription Fee 64,266 Annual User Fee (Active) 25 12.000 Annual User Fee (Casual) 4,400 Summary 80.909 Please Note: Client understands no money will be refunded. All terms and conditions of the Agreement not herein amended or superseded shall remain in full force and effect. IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Addendum hereunto executed this Addendum effective as of the date last set forth below. City of a Quinta, CA Tyler Technologies, Inc. p BY: By: s�c. � Name: Name: 5.16&1 6w Title: 9"1151detl LAD Date: