Item 11 - Approval of Amendmnt with Tyler Tech. for Purch and Implement of Civic Svc Software, Approval of Agmt with Blue Beam for SoftwareSeptember 15, 2020, Item #11DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway September 15, 2020 Honorable Mayor and Members of the City Council Aaron Beanan, Director of Finance 46 Brad Rosen, Information Technology Manager ? (L,.--(858) 668-4452 or brosen@poway.org 7-CITY COUNCIL Approval of Agreement Amendment with Tyler Technologies for the Purchase and Implementation of Civic Services Software, Approval of Agreement with Bluebeam, Inc. for Software, and Authorize the Purchase of Hardware and Database Software and Appropriation of Funds The City's current Civic Services software was first implemented in 2009 to provide staff an application to manage and track permits, projects, code compliance, and business/regulatory licensing. With the exception of business certificates, the current system does not provide an online interface to submit, pay and interact with City staff for these civic services. Implementation of Tyler Technologies EnerGov application and Bluebeam plan review software will allow the City to provide these services online to support the County and State health mandates related to COVID-19, while helping keep the local economy moving forward and enhancing customer service by offering online submittal options and project tracking. Recommended Action: It is recommended that the City Council authorize the City Manager to execute an amendment to the agreement with Tyler Technologies dated May 9, 2017 for Civic Services software, an agreement with Bluebeam, Inc. for electronic plan markup software, and authorize the purchase of hardware and database software to support these applications and appropriate funds for this project. Discussion: Civic services, including permitting, planning, code compliance, business certification and regulatory licensing, are supported by the Development Services, Fire and Finance Departments. Departments utilize an existing application implemented in 2009 to input these activities for internal workflow and tracking upon in-person application at our public counters at City Hall. City offices have been closed to the public in response to the COVID-19 pandemic and related County of San Diego and State of California health mandates. The City has modified its processes as best as possible given its current technological capabilities to adhere to social distancing requirements. For 1 of 40
September 15, 2020, Item #11example, paperwork such as building plans and permit applications are submitted to the City via an outside drop box. The paper documents are then internally routed via a manual process. Staff must come into the office to pick up the documents and plans. Staff then takes the paper copies back to their telecommuting location. Not only is this inefficient, it increases the risk of exposure to COVI D-19 by coming to and from City offices. To help the City adhere to State and County health mandates and streamline these civic services, staff recommends moving the processes online. City staff researched software products that would provide enhanced access to these City services and help adhere to health mandates by moving them online. Tyler Technologies' EnerGov application provides the best functionality and integration with the City's current systems. In 2017, the City implemented Tyler Technologies Enterprise Resource Planning (ERP) Munis financial and human resources system. The implementation and use of Munis over the past three years has provided an up-to-date system that has improved operational efficiencies by eliminating redundant processes and improving business workflow. Tyler's EnerGov solution is the best solution to expand the City's ERP because it provides the critical online civic services functionality needed to respond to the current COVI D-19 health orders and affords direct integration with our existing systems. The EnerGov application, which includes the Citizen Self Service (CSS) portal, will allow the City to support every permit type and process entirely online. Businesses and residents will be able to request permits, business and regulatory licensing online, submit and go through the plan review process on line, request inspections and pay for permits and other fees online at any time of the day, seven days a week, 365 days a year. It also improves the process efficiency helping larger volume users (e.g. a solar company) get more done efficiently. Not only does this help support State and County health mandates, it also helps support the economy and improve processes for the development community and general public. Staff also looked at ancillary solutions to help make the EnerGov application as successful as possible. Bluebeam software is widely used by the engineering and construction industry for plan submittals and review. Tyler EnerGov integrates with Bluebeam software which provides for cloud-hosted plan markup and review of engineering and construction documents. The integration with EnerGov provides a centralized place to create, annotate and share documents so City staff and the submitting party can remotely collaborate and help keep projects on track. Additionally, hardware and database software are required to support these applications. Microsoft SQL database licensing is necessary because of the server impacts from the additional databases needed to support the programs and four iPads that will be used by inspection staff are needed to utilize the EnerGov mobile inspection applications. Other field staff will continue to use their existing mobile hardware. The benefits of these applications will directly support the social distancing/stay-at-home orders while helping keep the economy moving in a way that reduces COVID-19 transmission and facilitates business even though City Hall is closed. It is unknown how long COVID-19 will impact the City or how the current County and State guidelines will change, or how often businesses and offices will be closed and reopened. However, the implementation of online Civic Services provides the City an ability to more efficiently deal with the current COVID-19 pandemic while adhering to State and County health mandates as well as any additional closures in the future. The City's purchasing regulations require that product (e.g. software) purchases over $50,000 require a formal bidding process. In evaluating the options available to the City to provide the enhanced civic services online and the need to integrate with the City's financial systems, staff determined Tyler EnerGov is the best solution. The implementation is considered an extension of our current ERP and will provide City staff the ability to access both the Munis and EnerGov applications from one central 2of40
September 15, 2020, Item #11dashboard. The benefits in utilizing one fully integrated system provides for improved efficiencies and better services to the public and development community. After a review of software options and the benefits of expanding our current ERP system, staff determined that it is in the best interest of the City not to proceed with the formal bid process and move forward with this civic services solution to improve processes as quickly as possible. This will help the City support State and County health mandates and help reduce the impacts of the COVI D-19 pandemic. Tyler Technologies software is installed in over 120 public sector agencies in California and recent successful implementations of the EnerGov solution and CSS portal have been completed in Encinitas, El Cajon, and Manhattan Beach. Staff communicated with local cities regarding their experience and successful implementations and staff is confident that the EnerGov solution is a good product and will provide enhanced civic services to the residents of Poway. The implementation of the EnerGov solution will be a multi-department project and much like the Munis implementation will be a major work effort to ensure it is effectively and efficiently setup for internal and external customers. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: The cost for the Tyler software licensing and implementation which includes the EnerGov system, CSS portal and web cashiering is $550,594. The cost for licensing for Bluebeam software is $9,21 O and cost for the iPad hardware & Microsoft SQL database software required to support the environment is $12,147. The total cost of the Civic Services project is $571,951. Future year's operating costs are projected to be $41,696 for the Tyler products, $3,975 for Bluebeam software and $2,038 for Microsoft SQL licensing. Staff recommends appropriating $571,951 to purchase and implement Tyler EnerGov, Bluebeam, and mobile hardware and Microsoft SQL database software. Since staff is pursuing these projects solely as a result of the COVID-19 pandemic and State and County health mandates, staff reached out to the County of San Diego to understand this project's eligibility under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The City has received authorization from the County of San Diego to utilize CARES Act funding for these purchases. As such, staff does not anticipate any fiscal impact to the General Fund for the purchase of this software. Projected ongoing operating costs of $47,709 associated with this software will be incorporated into future years' budget requests. Public Notification: None. Attachments: A. Tyler Technologies Agreement B. Bluebeam Agreement 3 of40
September 15, 2020, Item #11Reviewed/Approved By: ~ ~-we,.:;J~serman Assistant City Manager 4of40 Reviewed By: Alan Fenstermacher City Attorney App roved By: c~ City Manager
September 15, 2020, Item #11•• ••• •• ••• • • AMENDMENT This amendment ("Amendment") is effective as of the date of signature of the last party to sign as indicated below ("Amendment Effective Date"), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 ("Tyler") and the City of Poway, California with offices at 13325 Civic Center Drive, Poway, CA 92064 ("Client"). WHEREAS, Tyler and Client are parties to an agreement dated May 9, 2017 ("Original Agreement"), as amended by an amendment dated October 17, 2018 ("October 2018 Amendment") and an amendment dated May 21, 2019 ("May 2019 Amendment") (the Original Agreement, the October 2018 Amendment, and the May 2019 Amendment, are collectively referred to herein as the "Agreement"); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment and set forth under "Tyler Software and Related Services" are hereby added to the Agreement as of the Amendment Effective Date. Payment of fees and costs for such items shall conform to the following terms: 5 of40 a. License Fees. License fees will be invoiced when Tyler makes the software added to the Agreement pursuant to this Amendment available for download (for the purpose of this Amendment, the "Available Download Date"). b. Maintenance Fees. Year 1 annual maintenance and support fees, prorated for a time period commencing on the Available Download Date and ending at the same time as the end of the then-current annual maintenance term for the Tyler Software already licensed under the Agreement, are due on the Available Download Date. Subsequent annual maintenance fees will be invoiced in accord with the Agreement. c. 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 Exhibit 1. d. Conversions. Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the 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. e. Other Fixed Price Services. Except as otherwise provided, other fixed price services are invoiced as delivered, at the rates set forth in Exhibit 1. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. f. Hardware Fees. Fees for Hardware are due on delivery of the respective Hardware. ATTACHMENT A
September 15, 2020, Item #11g. Expenses. The service rates in Exhibit 1 do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred in accordance with the Agreement. h. Systems Management: Systems Management Services are invoiced on the Available Download Date and are provided in accordance with the Agreement for Tyler Systems Management attached to Agreement via the October 2018 Amendment. Systems Management Services will renew automatically for additional one (1) year terms at our then-current Systems Management Services fee, unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. i. Disaster Recovery Services: Year 1 annual Disaster Recovery fees, prorated for a time period commencing upon our receipt of your data and ending at the same time as the end of the then-current annual maintenance term for the Tyler Software already licensed under the Agreement, are due upon our receipt of your data. Subsequent annual Disaster Recovery fees are invoiced annually in advance. Disaster Recovery services will renew automatically for additional one (1) year terms at our then-current Disaster Recovery fee, unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. Our current Disaster Recovery Agreement is attached to this Amendment as Exhibit 2. 2. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment and set forth under "Saas" are hereby added to the Agreement as of the first day of the first month following the Amendment Effective Date. Payment of fees and costs for such items shall conform to the following terms: a. Hosting Fees. Hosting Fees are invoiced annually in advance, beginning on the first day of the first month following the Amendment Effective Date. Subsequent annual Hosting Fees are invoiced annually in advance of each anniversary thereof. Your fees for each subsequent year will be set at our then-current rates. 3. Hosting Services. We will host the Tyler Software set forth in Exhibit 1 to this Amendment under "SaaS" in accordance with the terms and conditions set forth in the Hosting Services Exhibit, attached hereto as Exhibit 3, and the Service Level Agreement, attached hereto as Schedule 1 to Exhibit 3. 4. Your use of the MyGovPay/VirtualPay and IVR software, hardware and services are subject to the end user license agreement attached as Exhibit 4 to this Amendment, and such items are hereby added to the Agreement as of the Amendment Effective Date. 5. The parties desire to clarify the term of the Agreement. Exhibit C -Maintenance and Support Agreement defines the term as commencing on the Effective Date of the Original Agreement, remaining in effect for one (1) year, and thereafter renewing 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. The October 2018 Amendment extended the term of the Agreement for an additional year commencing July 1, 2019 and terminating on June 30, 2020; however, this extension is unnecessary as the Original Agreement contains auto-renewal language. Therefore, the parties agree that the Agreement does not expire on June 30, 2020 and will renew automatically for additional one (1) year terms commencing on May 9th of each year and 6 of40
September 15, 2020, Item #11continuing through May 8th of the following year per the terms set forth in Section 1 of Exhibit C -Maintenance and Support Agreement. 6. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 7. Except as expressly indicated in this Amendment, all other terms and conditions of Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. City of Poway, California By: ______________ _ By: _____________ _ Name: ---------------Name: ______________ _ Title: ______________ _ Title: ______________ _ Date: _______________ _ Date: ______________ _ 7 of40
September 15, 2020, Item #11•• ••• •• ••• • • Exhibit 1 Investment Summary The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Amendment Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event a comment in the following sales quotation conflicts with a provision of this Amendment, the provision in this Amendment shall control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 8 of40
September 15, 2020, Item #11\0
0 ..... .,::..
0
• . . ) ... ••••• •• t};!~1~1es
Sales Quoratiou I or
City of Po,.vay
13J25 Civic Cemer Drivt::
Poway. CA 92064-5755
Phone +l (858) 668-4454
Additional:
EnerGov Advanced Automation Bundle
MyCivic Bundle (Limited Use)
Tyler Software .ind Related Services
Sub-Total:
Less Discount
TOTAL:
Quoted By:
Dare:
Quote Expiration:
Quote )fame:
Quote ).luniber:
Quote Description:
$5,030.00
$2;125.00
$7,155.00
l)J89.0
$5,366.00
Ryan Blair
8!31:2020
9,130;:2020
City of Poway -ERP -EnerGov
::W.20-1020:53-2
EnerGov
16 52,960.00
12 S2.2.20.00
55.180.00
so.oo
28 S5,180.00
$0.00
SO.OD
$0.00
$000
$0.00
Descripbon License lmpl. Hours lmpl. Cost Data Conversion Module Total Year One Maintenance
Revenue:
Tyler Cashiering
Additional:
EnerGov Business Management API Toolkit
EnerGov Business Management Suite (15)
EnerGov Citizen Seff Service -Business
1\-1.:rnagement
2020-I020 5J-2 -E m,rGov
52'1,000.00
s·16,ooo.oo
S45,000.00
s·16.ooo.oo
40 £7,400.00
0 SO.DO
60 $29,600.00
24 54,440.00
COUFIDEtHIAL
$0.00 528,400.00 $3.780.00
$0.00 S 16,000.00 $3,200.00
S9,400_00 584,000.00 $9,000.00
$0.00 520,440.00 $3,200.00
of 9
September 15, 2020, Item #11-0
0 .....
~ 0
Tyler Sottw.ue .md Rel.1ted Services
Description License lmpt Hours lmpl. Cost Data Conversion Module Total Year One Maintenance
EnerGov Citizen Self Service -Community s·16,000.00 24 54,440.00 $0_00 S20,440.00 $3,200.00
Development
EnerGov Community Development API Toolkit S'16,00000 64 $1'1,840.00 $0.00 527,840 00 $3.200.00
EnerGov Community Development Suite (48) $144,000.00 248 $45,880.DO $16,450_00 $206,330.00 S28.800.00
EnerGov Content Management API $6,000.00 64 $11 ,840.00 $0.00 $17,840.00 $"1.200.00
EnerGov Core Foundation Bundle $4,500.00 16 $2,960.00 $0.00 $7,460.00 S900.00
EnerGov e-Reviews S2 1,000.00 80 $14,800.00 $0_00 S35,800.00 $4,200.00
EnerGov iG V•Jorkforce Apps ('10) S10,000.00 16 52,960.00 $0_00 $12,960.00 $2,000.00
EnerGov Report Toolkit $5,000.00 0 SO.DO $0.00 $5,000.00 $1,000.00
EnerGov ·view Onty License (7) $4,893.00 0 SO.DO $0.00 $4,893.00 S980.00
Tyler :31 lllncident r .. ,1anagement $8,500.00 56 $"10.360.00 $0.00 S18,860.00 $1,700.00
Tyler Content Manager SE -EnerGov Business $0.00 0 S0.00 S5.ti00_00 $5,500.00 $0.00
Management -D
Tyler Content Manager SE -EnerGov $0.00 0 SO.DO S6,500_00 $6,500.00 $0.00
Community Development -D
Tyler Disaster Recovery Service $0.00 0 SO.DO $0_00 $0.00 S18.165.00
Tyler GIS (63) $31,500.00 0 SO.DO $0_00 S3 1,500.00 $6.300.00
Tyler System Management Services Contract $0.00 0 SO.DO $0.00 $0.00 S-JB:165.00
Sut)-T0tJI: 5365,393.00 S'l 46,5.20.00 sm.sso_oo $549,763.00 $108,990.00
Less Discount $91.35000 S000 $0 00 S91,35000 $72.660.00
TOTAL: $2i4,043.00 i92 $146.520.00 $37,850.00 $458,413.00 $36,330.00
Other Services
Description Quantity Unit Price Unit Discount Extended Price
EnerGov Business Management Forms Library (6 Forms}
EnerGov Community Development Forms Library (5 Forms)
EnerGov Custom Report Development (3 pack)
Project r ... 1anagement
TCM Conversion -Implementation
2020-102053.-2 -ErterGov
TOTAL:
.,
104
24
COUFIDENTIAL
$5,'100.00 $0.00 55,100_00
$5,1 00.00 $0.00 $5,100.00
$9,000 .00 $0.00 S9,000_00
$185.00 $0_00 s-19.240_00
$185.00 $0_00 S4.440_00
$42,880.00
2 cf 9
September 15, 2020, Item #11...a. ...a.
0 .....
:i,.
0
3rd P.irty H.trdware, Softw.ire :md Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total 'rear One
C.:isl1 Drawer
Hand He'ld Scanner -Model 19::,0GSR
Hand Held Scanner Stand
ID Tech MiniMag USB Reader
Printer (TM-S9000}
3rd Party Hardware Sub-Total.
Summary
1i)tal Tyler Softvl"are
Total Saas
Tot.ii Tyler Services
TOTAL:
Total 3rd Party Hardware, Softiivare and
Services
Summ.iry Total
Contract Total
2020-I0205l-2 -·cnerGov
S260.00
5450.00
$30 00
$62.00
$"1,623.00
One Time Fees
$274,043.00
$0.00
$232,430.00
£2,425.00
$508,898.00
$550,594.00
$0.00 $260.0
$0.00 $450.00
$000 $30.00
S0.00 $62.00
$0.00 s-1,623.oo
$0.00 $2,425.00
$2,425.00
Recur:ring Fees
$36,3-30.00
$5,366.00
SO.DO
SO.OD
$41,696.00
CONFIDENTIAL
$0.00
$0.00
$0.00
$0.00
$0.00
Discount Maintenance
$0.00
SO.OD
$000
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
S0.00
$0.00
3 of --
September 15, 2020, Item #11-N
0 ..... .,::..
0
Det3iled Bre3kdown of Conversions (included in C.ontr3ct Tot31)
Desaiption Unit Price Unit Discount Extended Price
EnerGov Business Management -Conversion
EnerGov Community Development -Conversion
T:vler Content Manager SE -EnerGov Business M.:magemen
Tyler Content Manager SE -EnerGov Community Development
2020-·1021J5)-2 -EnerC.ov
$9,400.00
$16,450.00
$5,500.00
$6,500.00
TOTAL:
CONFIDENTIAL
$0.00 59,400.00
$0.00 $16,450.00
$0.00 55,500.00
$0.00 S6,500.00
$37.,850.00
4 cf 9
September 15, 2020, Item #11...a. w
0
"""' .,::a.
0
Additional:
EnerGov Adv,:mced Automation Bundle 0 $17,030.00 16 S2,9f.o_QO $0.00
l'v1yCtvic Bundle 0 S 10,000.00 56 $10,360.00 SO.OD
TOTAL: $27,030.00 72 $13,320 .. 00 $0.00
Option.11 Tyler Software & Rel.1ted Services
Description License lmpt Hotr.i lmpl. Cost Data Conveision Module Total Year One Maintenance
Addition3l:.
EnerGov Assist Complete $0.00 0 S0.00
EnerGov Credit Card Payment API $6,000.00 64 $11,840.00
EnerGov IVR API $6,000.00 64 $11,840.00
TOTAL: $12,000.00 128 $23,680.00
Unless otherwise indicated in the contract or amendment t11ereto, pricing for optional items will be l1eld for
six (6) rnonths from the Quote d;:ite or the Effective Date of the contract. whichever is l;:iter
Customer Approval: Date:
Print Name:
All primary values quoted in us Dollars
Tyler Disc,ount Detail
P.O.#:
$0_00 S0.00 S30_000.00
$0_00 $'17,840.00 $1,200.00
$0_00 SH,840.00 $1,200.00
$0.00 $35,680.00 $32,400.00
Description License License Discount License Net Maintenance Year One Ma.int Year One Maint
Revenue:
Tyler Cashiering
Additional:
EnerGov Business r•,,1anagement API Toolkit
EnerGov Business Management Suite ( 15)
2020-10205'.>-2 -EnerGc•••
$21,000.00
$16.000.00
$45,000.00
S5,250_00 $'15,750_00
54,0DO_OO $'12.000.00
$11,250.00 $33.750_00
CONFIDENTIAL
Basis Discount Net
$3.780.00 $3,780.00
$3,200 00 $3,200.00
$9,000.00 $9,000.00
$0.00
$000
SO.OD
':,cf 9
September 15, 2020, Item #11-.l::i,.
0 -41
.l::i,. 0
Tyler Discount Det.1il
Description License License Discount License Net Maintenance Year One Maint Year One Maint
Basis Discount Net
EnerGov Citizen Self Service -Business $"16,000.00 $4.000.00 $12,000.00 $3,200.00 $3,200.00 $0.00
tv1anagemen
EnerGov Citizen Self Service -Community $16,000.00 54,000.00 $'12,000.00 $3,200.00 $3,200.00 $0.00
Development
EnerG011 Community Development API Toolkit $rn.ooo.oo $4,000.00 $12.000.00 $:3,200.00 $3,200.00 $0.00
EnerGov Community Development Suite (48) S'144,000.00 $:36,000.00 $108.000.00 S28,800.00 $28.800.00 $0.00
EnerGov Content Management API $6,000.00 51,500.00 $4,500.00 $1,200.00 $1,200.00 $0.00
EnerG011 Core Foundation Bundle $4,500.00 s·1.I2s.oo $3,375.00 5900.00 $900.00 $0.00
EnerGov e-Reviews $21,000.00 S5,250.00 $15,750.00 $4,200.00 $4,200.00 $0 00
EnerGov iG Workforce Apps {'10) $10,000.00 S2,500.00 $7,500.00 $2,000.00 $2,000.00 $0.00
EnerGov Report Toolkit $5,000.00 S 1,250.00 $3,750.00 $1,000.00 $1,000.00 $000
EnerGov View Only License (7) $4,893.00 51 ,225.00 $3,668.00 $980.00 $980.00 $0.00
Ty.ler 311 l'lncident l\•1anagement $8,500.00 52,125_00 $6,375.00 $1,700.00 $1,700.00 $000
Tyler Disaster Recovery Service $0.00 SO.DO $0.00 5'18, '165.00 SO.DO S18. 165.00
Tyler GIS (63) $31,500.00 57,875.00 $23.625.00 $6,300.00 $6,300.00 5000
Tyler system Management services Contract $0.00 SO.DO $0.00 S18,165.00 50.00 S'18, 165.00
TOTAL: $365,393.00 $91,350.00 $274,043.00 $108.990.00 $72.660.00 $36,330.00
2020-10205'.>-2 -E11erGciv CotlFIDENTIA.L 6 of 9
September 15, 2020, Item #11...a. u,
0
"""' :i,. 0
Comments
Client agrees that items in this sales quotation are_ upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") behveen the parties and
subject to its terms. Additionally. payment for said items_ as applicable but subject to any listed assumptions herein, shall confonn to the following tenns:
License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such sofuvare available for download
by the Client;
Fees for hardware are invoiced upon ddi..-c~ry:
Fees for year one of hardware n1.1u1tenance are invoiced upon deliYery of the hardware:
Annual ~faintenance and Support fees, Saas fees, Hosting fees_ and Subscription fees are first payable when Tylt"r makes the sofuvare available for download by the Client
(for Maintenance) or on the first day of the month foUowing the date this quotation was signed (for Saas_ Hosting. and Subscription)_ and any such fees are prorated to align
with the applicable tenn under the Agreement v,;ith renewals inYoiced annually thereafter in accord w1th the Agre-ement_
Fees for services included u1 thi5 sales qnotati.on 5hall be invoiced a5 indicated below.
~ Implementation and other professional services fees shall be im-oiced as delivered.
Fixed-fee Business Procesc, Consulting seiTices shall be im-oiced 50~-'o upon deliwry of the Best Practice Reconunencfations_ by module. and SO~·o upon deliH·1y of
custom desh.'top procedures., by module.
c Fixed-fee conversions are invoiced 50% upon initial delivery of the convei1ed data, by conversion option_ and 50°.,:o upon Client acceptance to load the conve11ed data into
Live/Production env.i.ro111uent by conversion option_ \\111ere conven,ions are quoted as estimated_ Tyler will invoice Client the a.ctual c,ervices delive-red on a time and
materials basis.
c Except as othen.vise provided. other foxed price services are invoiced upon complete delivery of the service. For the avoidance of doubt whert" "Project Planning
Services'' are provided, payment shall be invoiced upon delive1y of the Implememation Planning documem. Dedicated Project Manageruent c-,en-ices_ if any, will be
invoiced momhiy in arrears., begiillling on the first day of the month immediately following initiation of project planning.
c If Client has purchased any change managemem services, tbose services will be invoiced in accordance \vi.th the Agr,eemem.
Nonvithstanding anything to the contrary stated above_ the following payment tem1s c;hall apply to services fe·es specifically for migrations: Tyler will invoice Client 50%i
of any 1v1igratio11 Fees listed above upon Client approval of the product suite migration schedule_ TI1e remaining 50%>-by line item_ will be billed upon the go-live ofthe
applicable product suite. Tylei-will iiIYoice Client for any Project :t>.-fanagemem Fees listed above upon the go-live of the first product suite. l~nless otherwi<;e indicated on
this Sales quotation, annual s.ervicer, \vill he invoiced in advance. for ammal tenns commencing 011 the date this sales quotation is 5igned by tbe Client. If hsted ammal
service(s.) is an adclit.ion to the same r;;ervice presently existing m1der the Agreement_ the first term of die added a1mt1...1l service will he prorated to expire cotenninous with
the existing annu.al tenu for the service, with renewals ro occur a.s ii1dicated 11.1 the Agrl'ement
Expense<; a.ssociated with on,;ire services. a.re invoiced as incu1Ted.
Tyler System~vfanagement Services is calculated at 25~o of the l\fanis ammal mainrenance. There is a $2,500 mminmm annual fee.
Tvler's Disaster Recovery Ser.rice is. cakulated at 25% of the I\fonis annu..11 m.auuenance. There is a $5.000 mini.mum atl.llnal fee for Disaster Recovery sen·ice. The Disaster
Recove1y fees a.re applic.able only to one Live Munis database and excludes aU rest and training_ cbtabases_ -
Conversion prices are based on a single occun-ex1ce of the database. If additional databases need to be converted, thes•e will need to be quoted.
2020-102053-2 -EnerGov CONFIDENTIAL 7 of 9
September 15, 2020, Item #11-0\
0 ....
.,::a.
0
Comments
Tyler's quote contains e<;1i.mate:; of the amount of sen.'.ices needed. based on our pre.liminary m1dersta.nding of the size and <;cope of your project The acmal amount of services
depends on 5uch ±:1ctors as your level of inYoIYement in the project and the speed of knowledge trans±er.
l;nlesr. otherwise noted. price<, submitted in the quote do not include trawl expemes incu1red in accordance with Tyler's then-cuneut Busmess TrnYel Policy.
Tyler's prices do not include applicable locaL city or federal i:;ales. use exci<se, pesr.onal property or other similar taxes or duties. which you aJe responsible for detem1ining and
remitting. Installations are completed remotely. but can be done onsite upon request at an additional cost
h1 the event Client cancels services less than l'lVO (2) ,veeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf: and (ii)
daily fees associated with the cancelled services if Tyler is unable to re-a5sign its personnel.
Implementation hours are scheduled and delivered in four (4) or eight (8) hour :increments.
Tyler provides 0115i.te training for a maximum of 12 people per das,. In the event that more than 12 users wi,h to panicipate u1 a training class or more than oue occurrence of a
class is needed, Tyler will either provide additional days at then-cun-ent rates for training or Tyler ,~.-ill utilize a Irain-the-Tiamer approach whereby the client designated attendees
of the initial training can there.after train the remaining users.
Project r .. fanagement u1clude,; p10ject planning, kickoff meeting., status calls, task monitoring, verific.ation and tra11sitio11 to support.
Tyler's pricing is ba,ed on the scot,-ie of prnpose<l products and se1....-ices being obtained from Tyler. Should po1iious of the scope of products or serYices be reruoYed by the Client,
Tyler reScerves the right to adjust prices for the remaining scope accordingly
EnerGov e-Reviews re,quires Bluebeam Studio Prime. at au estimated yearly subscription cost of $3.000/100 users. Fm1her pricing detail is aYailable. by contacting Bluebeam at
https:ihnnv.bluebeam.comlsolutionsistudio-prime
Business l\fanagement Forms Library Iucludes: l Licen":iing -Bmines<,; License, 1 Licen5ing -Business License RenewaL 1 Licensing -Busines<,; License Delinquent, 1 Licen<;ing
-Prot~%ion License. 1 Licensing -Profession License Renewal. 1 Licensing --Profession Licease Delinquent.
Conununity DeYe-lopment Fon:us. Library Indudes: 1 Permits -Building. l Permits -Trade, 1 Planning -Certificate, 1 Pennit.s -Occupancy/Completion. 1 Code -Viofatiou
~otice.
De,:elopment modifications. interfaces and services. where applicable. shall be inYoiced to the diem in the following mam1er: 50ch, of total upon authorized signamre TO proceed
on program specifications and the remaining 50% of totai upon delivery of modification,;_ interface and seivices.
Tyler Disaster Recove1y Services is calculated at 25°0 of annual mainte.11ai1ee. The quoted value is in addition to your cmrent Dis:ister SeIYices aud will be subject to an annual
i11crease at om tl1eu current pricing.
Tyler System ~fanagemem Services is calculated at 25%, of annual maintenance. The quoted value i'> in addition to your curre.nt Tyler System 1fanagement Services and will be
subject to ::u1 a1mual .increase at our then cun-ent pricing.
EnerGo,.-Business rvfanagement: Tyler leads and owns the configuration .of 2 unique bus1.11ess transactions. 2 template bu:,iness transactions, 2 geo-m les and 2 automation events.
2020-102053-2 -Ener-Gov CONFIDENTIAL Bot g
September 15, 2020, Item #11--..J
0 ...,
.i=i. 0
Comments
C:onfigurarion elements beyond this ,vill he owned by the client.
EuerGov Conuuuuity Devdopment: Tyler leads and own~ the configuration of 4 uuique business transactions. 4 template business transactions_ 2 geo-rnles aud ~ amomarion
events. Configuration elements beyond this will be owned by the client.
2020-102053-2 -EnerGov CONFIDENTIAL 9of 9
September 15, 2020, Item #11•• ••• •• ••• • • Exhibit 2 Disaster Recovery Agreement WHEREAS, Client desires to enroll in Tyler's Disaster Recovery Service for the Tyler software products ("Tyler Software Products") licensed by Client from Tyler, subject to the terms and conditions of this Disaster Recovery Agreement ("DR Agreement") and the License and Services Agreement ("Agreement") under which Tyler has licensed Tyler Software Products to Client. THEREFORE, Tyler and Client agree as follows: 1. Definitions: • Agreement. The License and Services Agreement under which Tyler licenses Tyler Software to the Client. • Business Days. Monday through Friday, excluding Holidays. • Business Hours. 8 AM - 6 PM (EST) on Business Days. • Critical Processes. Mutually defined in the Disaster Recovery Plan. • Critical Users. Mutually defined in the Disaster Recovery Plan. • Disaster. An unplanned event that is not within the reasonable control of the Client which results in the failure of the Tyler Software Products licensed by Client to perform Critical Processes. A Disaster is not a hardware or network failure that would have been avoided with reasonable diligence and maintenance in accord with the industry standard, a failure otherwise covered by an in-force agreement Client has with Tyler (e.g., Tyler annual Maintenance and Support Agreement ("Support Agreement"), Technical Services Agreement, or Tyler Systems Management ("TSM") Agreement, or a failure that can be remedied in less than sixteen (16) business hours. • Disaster Recovery Plan. Defined at #2 of Exhibit A to this DR Agreement. • Holiday. New Year's Day (January 1), Memorial Day (observed), Independence Day (July 4), Labor Day (observed), Thanksgiving Day, Day after Thanksgiving Day, Christmas Day (December 25). • Force Majeure. An event beyond the reasonable control of a party, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, restraints affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. • Recovery Point Objective ("RPO"). Amount of time since last successful data transfer. With successful nightly transfer of data, RPO would be no more than twenty-four (24) hours. • Recovery Time Objective ("RTO"). One (1) business day after receipt Disaster declaration for Client data not exceeding one (1) terabyte in size, for Critical Users using Critical Processes. RTO for Client data one (1) terabyte in size or greater shall be mutually agreed, specified and incorporated into the Disaster Recovery Plan. 2. Term. The initial term of this DR Agreement shall commence on receipt by Tyler of Client's data and shall terminate one (1) year thereafter ("Initial Term"). This DR Agreement shall renew automatically for additional one (1) year terms unless terminated in writing by either party at least ninety (90) days prior to 18 of 40
September 15, 2020, Item #11the end of the then-current term. In the event the Support Agreement for Tyler Software Products is terminated, this DR Agreement shall also then terminate. 3. Disaster Recovery Services. Tyler shall provide the Disaster Recovery services ("DR Services") as described in this DR Agreement, including any Exhibits and associated appendices. All DR Services shall be provided remotely. In the event the Disaster results in damage to Client's server(s) and a re-installation of the Tyler Software Products licensed by Client is required as a result of such damage, Tyler shall re-install the Tyler Software Products free of charge if Client is enrolled in Tyler's TSM service (ERP, Munis, TCM) or Technical Services Support (lncode, Eden, TCM). Otherwise, such re-installation shall be obtained from Tyler at Tyler's then-current installation services rates. Tyler Disaster Recovery staff will contact Client within twelve (12) business hours of any such reinstallation for reinstallation of Disaster Recovery Software. 4. Client Requirements. In order for Tyler to provide DR Services pursuant this DR Agreement, Client shall: a) Provide high speed internet access, including upload bandwidth sufficient for complete nightly data transfers to comply with applicable RPO; b) Comply with then-current minimum hardware and network requirements as specified on Tyler's support website; c) Maintain security and access privileges for Tyler to receive data transfer and reasonably perform activities reasonably necessary for Tyler to provide DR Services; d) Permit installation of software required for provision of DR Services in accord with this DR Agreement as reasonably determined by Tyler; e) Reasonably notify Tyler in advance of any changes in Client's network that impacts Tyler's ability to deliver DR Services; and f) Client shall not install or activate SQL TOE or similar database or file level encryption technologies on servers installed with Tyler Disaster Recovery software. 5. Disaster shall be declared by Client by calling Tyler at (207) 781-2260 or (800) 772-2260 and clearly stating that CLIENT IS DECLARING A DISASTER. 6. Disaster Recovery. Client's Critical Processes will be accessible by Critical Users in accord with the applicable RTO. 7. Data. Data Transfer shall be handled in accord with Exhibit A to this DR Agreement. 8. Release Life Cycle. Tyler shall support prior releases of the Tyler Software Products in accordance with Tyler's Release Life Cycle Policy. 9. Payment & Price In consideration of the DR Services provided by Tyler herein, Client shall pay to Tyler a year one (1) fee as set forth in the Amendment attached hereto. Thereafter, the annual fee will be invoiced and paid prior to the commencement of the renewal term. All payments due pursuant this DR Agreement are due within thirty (30) days from receipt of invoice. 19 of 40
September 15, 2020, Item #1110. Exclusions. a) Neither party shall be liable for delays in performing its obligations under this DR Agreement to the extent that the delay is caused by Force Majeure. b) Tyler's DR Services shall not be used to replace required on-site backups of Client data for Tyler Software Products licensed by Client. c) The fee paid for DR Services does not include, and Client is responsible for the costs associated with: i. Hardware and/or software necessary to remotely access Tyler's data center, and any and all on-site services. Client may request and purchase on-site services at Tyler's then-current rates. ii. In the event Client requests Tyler to hand-deliver or courier the critical processes output (such as payroll checks), the cost of such special delivery shall be borne by Client and payable thirty (30) days from receipt of invoice. 11. License Terms. Client's use of the Tyler Software Products included in the DR Service remains subject to limitations on Client's use in the Agreement, including disclaimer of implied warranties. 12. Notices. With the exception of a declaration of a Disaster, notices or communications required or permitted as a part of this DR Agreement will be in writing (unless another verifiable medium is expressly authorized) and will be deemed delivered when: a) Actually received, b) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party, c) Upon receipt by sender of proof of email delivery, or d) If not actually received, ten (10) 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 respective other party at the address set forth in the Agreement or such other address as the party may have designated by notice or Agreement amendment to the other party. Consequences to be borne due to failure to receive a notice due to improper notification by the intended receiving party of a new address will be borne by the intended receiving party. The addresses of the parties for notices shall be as set forth in the Agreement. 13. This DR Agreement, along with the Agreement, represent the entire agreement of Client and Tyler with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this DR Agreement it did not rely on any information not explicitly set forth or referenced in this DR Agreement. Any changes to this DR Agreement by Tyler must be communicated at least sixty (GO) days in advance and will take effect no earlier than the commencement of the renewal term following notice of the change, unless otherwise mutually agreed. 20 of 40
September 15, 2020, Item #11Exhibit A In addition to those services described elsewhere in this DR Agreement, DR Services are described in the following sections. 1 Data Transfer The electronic transfer solution provides nightly (between the hours of 8 PM and 6 AM) transfer and archiving of Client's Tyler data and is subject to the following conditions: • Initial data transfer may require portable disk. • Data transferred shall include only items essential to provision of service. • Applications included in the DR Service are listed in Appendix A to this Exhibit A. Such description shall also indicate database and file detail required for provision of DR Services. Tyler Software Products not listed in Appendix A and any non-Tyler Software Product shall not be included in data transfer or the DR Services. • Only production databases are backed up. • Data from the last seven (7) successful data transfers are retained by Tyler. • Total data storage is limited to 200 gigabytes ("GB"). Storage limit may be increased in 200 GB increments by mutual agreement and at additional cost. • Data transferred to Tyler as part of DR Services is not available for Client's data retrieval or restoration not associated with the DR Services provided by Tyler. Tyler may provide data transferred by Client on an exception basis, upon request. • Tyler is not responsible for the integrity of the data provided by Client to Tyler. Tyler will use the most current viable data to restore Client's critical processes. • Tyler may use select information from the Client database for research and analysis purposes. • To the extent the database contains confidential information, Tyler shall keep confidential such information in accordance with the confidentiality provisions of the Agreement. • Tyler Disaster Recovery staff will monitor status of data transfers on Business Days. • In the event of two (2) consecutive data transfer failures, Tyler will timely provide notice to Client in order to commence troubleshooting. • Tyler shall have no liability for failure of data transfers not solely caused by Tyler. • Tyler will provide transfer report related to Client data transfer upon request. 2 Disaster Recovery Plan The Disaster Recovery Plan is a mutually drafted document which details, in addition to this DR Agreement, the DR Services Tyler shall provide to Client. The parties' responsibilities with respect to the Disaster Recovery Plan are further defined below. Tyler's Responsibilities: • Coordinate activities associated with transfer of data to Tyler's data center. • Document Disaster Recovery strategy for critical processes. • Review the Disaster Recovery Plan with Client. • Provide reasonable guidance for Disaster Recovery policies and procedures. • Identify modules, databases, applications, and files required for DR Service. 21 of 40
September 15, 2020, Item #11Client's Responsibilities: • Provide remote access to Client's Tyler database server for analysis and configuration of data transfer. • Provide network support if required to enable transfer of data from Client's server to the Tyler data center. • Provide PCs and high-speed modems for access from Client's alternate processing location, if required. • Provide technical resources to configure remote access PCs, including Tyler supplied application software, if reasonably required to receive DR Services pursuant the DR Agreement. • Provide a chain of command document for communication during a disaster. • Maintain the Disaster Recovery Plan and integrate the Disaster Recovery Plan made with Tyler with Client's comprehensive disaster recovery plan. Shared Responsibilities: • Identify critical users for DR Services. • Identify critical processes for DR Services. • Identify and agree on RTO where Client has more than 1TB of TORS Protected Data. • Draft initial Disaster Recovery Plan within ninety (90) days of commencement of Initial Term. • Define recovery processes for post Disaster operations (mandatory for Odyssey CM clients, optional for all others). 3 DR Services during Disaster A. Upon declaration of a Disaster, Tyler shall provide DR Services from one of its hosting facilities for the duration of the Disaster, not to exceed thirty (30) consecutive Business Days. Use of Tyler's data center in excess of such period shall require the parties to execute a change order detailing the duration of the extension and the additional cost associated therewith. B. Hosting Services During a Disaster. i. Hosting Services during a Disaster will be provided in accord with Tyler's then-current standard availability guarantees from its Service Level Agreement for Saas clients. Any credits issued to Client will be based on the total Disaster Recover fee paid for the then-current term. ii. Tyler will use best efforts to include interfaces for Tyler Software Products covered under this DR Agreement. iii. Hosting Services shall not include interfaces or interconnects with 3rd Party Products unless specifically agreed in the Disaster Recovery Plan. C. Processing Assistance During a Disaster includes, as necessary: i. Print Output: a. Payroll Checks b. Retirement Checks c. Accounts Payable Checks. ii. In the event print output is required to be sent non-electronically, Client shall bear the cost of shipment. iii. Transfer of Automated Clearing House ("ACH") Files to bank on Client's behalf. Transfer may require pre-notification by Client to bank. D. Clients receiving DR Services during a Disaster receive priority access to Tyler application support. 22 of 40
September 15, 2020, Item #114 Annual Disaster Recovery Test The parties may review and test the Disaster Recovery service: • Scheduled by parties at least thirty (30) days in advance, • Client must provide a list of users who will partake in the test, • Test shall not exceed 2 weeks, • Retest within same year available if initial test not agreed by both parties to be successful. S Estimated Schedule The services provided pursuant the DR Agreement will be performed consistent with the estimated schedule mutually agreed to by Tyler and Client. Tyler and Client agree to promptly perform their respective responsibilities according to such schedule. 6 Tyler's Other Responsibilities Project management services are provided as part of the DR Services. Tyler will designate a Project Manager who will be Tyler's contact for all communications with Client and will have the authority to act on Tyler's behalf in matters regarding this Statement of Work. Tyler's project manager will perform the following tasks: • Review Statement of Work with Client's project manager. • Review current project status. • Recommend changes or additions to the project as appropriate. • Administer the change control procedure. • Review and evaluate the progress of the project with Client's project manager to resolve any necessary changes. 7 Client's Other Responsibilities Tyler's performance is predicated upon the following responsibilities being fulfilled by Client: Prior to the start of the Statement of Work, Client will designate, in writing, a person who will be Client's Project Manager who will be Client's contact for all communications with Tyler and who has the authority to act on behalf of Client in all aspects of the Statement of Work. The Project Manager will perform the following activities: • Interface between Tyler's Project Manager and Client's organization. • Administer project change control with Tyler's project manager. • Arrange reasonable access to Client's data for project personnel, as reasonably required. • Conduct any communication through Tyler's Project Manager. • Help resolve and escalate project issues within Client's organization as required. • Obtain and provide project requirements, data, decisions and approvals within five (5) business days of request. If such requirements, data, decisions or approvals are delayed beyond the time specified, Client agrees to relieve Tyler of its responsibility for the affected Service until Client performs that obligation. • Accept responsibility for the data files, selection and implementation of controls for Client's location, and security of the stored data. 23 of 40
September 15, 2020, Item #11Client acknowledge that it is Client's responsibility to identify and make the interpretation of any applicable federal, state and local laws, regulations and statutes. 8 Project Change Control Procedure When Tyler and Client agree to a change in the Disaster Recovery Plan, Tyler will prepare a written description of the agreed change which both Tyler and Client must sign. The Change Order will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. When charges are necessary in order for Tyler to analyze a change, Tyler will give Client a written estimate and begin the analysis only after Client's written authorization. 24 of 40
September 15, 2020, Item #11Appendix A Defined User Maximum. The maximum number of named Client users available to use DR Services is 30. Covered Applications. All products licensed by the Client under Exhibit 1 of this Amendment as of the Effective Date of the DR Agreement. Product Specific Conditions. None. 25 of 40
September 15, 2020, Item #11•• ••• •• ••• • • Exhibit 3 Hosting Services Tyler Hosting Services (also referred to as Saas Services) for the Tyler Software will be provided subject to the following terms and conditions. SECTION A-DEFINITIONS • "Data" means your data necessary to utilize the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary. • "Defined Users" means the number of named users that are authorized to use the Saas Services. The Defined Users for the Agreement are as identified in the Investment Summary. • "Hosting Fees" means the fees for the Saas Services identified in the Investment Summary. Hosting Fees may also be referred to as Saas Fees. • "Saas Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. Saas Services may also be referred to as Hosting Services. Saas Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • "SLA" means the Service Level Agreement. A copy of our current SLA is attached hereto as Schedule 1. SECTION B -SAAS SERVICES APPLICABLE TO TYLER SOFTWARE 1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the Saas Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the Saas Services. You may use the Saas Services to access updates and enhancements to the Tyler Software, as further described in Exhibit C of the Agreement. The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving Saas Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(l). We will make any such software available to you for download. 2. Hosting Fees. You agree to pay us the annual Hosting Fees. Those amounts are payable as set forth in Section 2(a) of this Amendment. The Hosting Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section 1(1) of the Agreement. In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate 26 of 40
September 15, 2020, Item #11with the overage(s). 3. Ownership. 3.1. We retain all ownership and intellectual property rights to the Saas Services, the Tyler Software, and anything developed by us under this Agreement. 3.2. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the Saas Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the Saas Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Saas Services; (c) access or use the Saas Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Saas Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Saas Services. 5.1. Our Saas Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for Saas Services. Upon execution of a mutually agreeable Non-Disclosure Agreement ("NOA"), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NOA is in effect and in which you make a written request, we will provide that same information. 5.2. You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 5.3. Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your Data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler's software, we will use best commercial efforts to restore all the Data on servers in accordance with the architectural design's capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld. 5.4. In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24) hours. For 27 of 40
September 15, 2020, Item #11purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored. 5.5. We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the Saas Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 5.6. We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 5.7. We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data. 5.8. We provide secure Data transmission paths between each of your workstations and our servers. 5.9. Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 5.10.Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the card holder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. SECTION C -SAAS TERM AND TERMINATION of SAAS SERVICES 1. Term. The term for Tyler Saas Services will commence on the first day of the first month following the Amendment Effective Date and will remain in effect for one (1) year. Thereafter, the term will renew automatically for additional one (1) year terms at our then-current Hosting Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current term. Your right to 28 of 40
September 15, 2020, Item #11access or use the Saas Services will terminate at the end of the term for Saas Services. 2. Failure to Pay Hosting Fees. You acknowledge that continued access to the Saas Services is contingent upon your timely payment of the Hosting Fees. If you fail to timely pay the Hosting Fees, we may discontinue the Saas Services and deny your access to the Tyler Software. We may also terminate this Agreement if you do not cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 29 of 40
September 15, 2020, Item #11,. Agreement Overview •• ••• •• ••• • • Exhibit 3 Schedule 1 Service Level Agreement This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Attainment: The percentage of time the Tyler Software is available during a calendar quarter, 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 Tyler Software is not available 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 calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force Majeure. Ill. Service Availability The Service Availability of the Tyler Software is intended to be 24/7 /365. We set Service Availability goals and measures whether we have met those goals by tracking Attainment. a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support incident number. You must document, in writing, all Downtime that you have experienced during a calendar quarter. You must deliver such documentation to us within 30 days of a quarter's end. The documentation you provide 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. Our Responsibilities When our support team receives a call from you that 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. 30 of 40
September 15, 2020, Item #11Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and support tickets to confirm that Downtime for which we were responsible indeed occurred. We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. c. Client Relief When a Service Availability goal is not met due to 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 per quarter will not exceed 5% of one quarter of the then-current Saas Fee. The total credits confirmed by us in one or more quarters of a billing cycle will be applied to the Saas Fee for the next 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. Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis: 100% 98-99% 100% 95-97% 100% <95% Remedial action will be taken. 4% credit of fee for affected calendar quarter will be posted to next billing cycle 5% credit of fee for affected calendar quarter will be posted to next billing cycle You may request a report from us that documents the preceding quarter's Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. IV. 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. V. Force Majeure You will not hold us responsible for not 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 at least include the essential details and circumstances supporting our request for relief pursuant to this Section. You will not unreasonably withhold its acceptance of such a request. 31 of 40
September 15, 2020, Item #11•• ••• •• ••• • • Exhibit 4 MyGovPay/VirtualPay and IVR 1. MyGovPay/VirtualPay Licensing. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer elects to use MyGovPay or VirtualPay, products of Tyler Technologies {Powered by Persolvent), designed for Citizen Users to use for processing online payments. (a) Special MyGovPay/VirtualPay Definitions. "Merchant Agreement" means the agreement between Customer and Persolvent that provides for the Merchant Fees. "Merchant Fees" means direct costs levied by Visa/Mastercard/Discover or other payment card companies for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no authority. "MyGovPay-" means the Product of Tyler Technologies that allows members of the public to pay for Customer's services with a credit or other payment card on the Customer's citizen-facing web portal. "Persolvent" means Persolvent, formerly Bankcard Services Worldwide, a Payment Card Industry (PCI) compliant processing agent through which the EnerGov Software passes credit card transactions. "Use Fees" means the Technology Fees, Authorization Fees and Program/Convenience Fees as listed in Use Fees Table in Section 2, titled MyGovPay/Virtua/Pay. "Virtua/Pay" means the Product of Tyler Technologies that allows the Customer to accept and process citizen user's credit or other payment card using the EnerGov Software. (b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPay the following terms apply: (1) Customer must apply for and agree to a Merchant Agreement with Persolvent. (2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section 2. (3) Customer agrees that Use Fees are separate from and independent of Merchant Fees. (4) Customer agrees that this Agreement does not represent any modification to Customer's Merchant Agreement with Persolvent. (S) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and will not be deposited or owed to Customer in any way. (6) Customer agrees that MyGovPay's and VirtualPay's ability to assess Use Fees is dictated by the Card Associations whose rules may change at any time and for any reason. If MyGovPay and/or VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that MyGovPay/VirtualPay 32 of 40
September 15, 2020, Item #11reserves the right to negotiate a new pricing model with Customer for the continued use of MyGovPay and/or VirtualPay. 2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply if Customer elects to use MyGovPay/VirtualPay. USE FEES TABLE FOLLOWS ON NEXT PAGE 33 of 40
September 15, 2020, Item #11Use Fees EnerGov's MyGovPay (Online/ card-not-present payments)** MyGovPay (Online MyGovPay (Online Payments) Payments) Percentage Based Fee + Transaction Fee Option 1: Government Entity 2.79% $0.20 Paid Option 2: 3.29% N/A Patron Paid **ACH processing is available for a fee of $20 per month and $0.30 per transaction. EnerGov's VirtualPay (retail card present) VirtualPay (Retail Virtual Pay (Retail Payments) Payments) Percentage Based Fee + Transaction Fee Option 1: Government Entity 2.59% $0.15 Paid Option 2: 2.99% N/A Patron Paid Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $30, Contractor reserves the right to apply an additional $0.20 service fee above the quoted rates above. 3. Interactive Voice Response (''IVR"). If IVR is selected by Customer and included in the pricing, the following additional terms and conditions shall apply of this Agreement: (a) Network Security. Customer acknowledges that a third-party is used by Tyler Technologies to process IVR data. Customer's content will pass through and be stored on the third-party servers and will not be segregated or in a separate physical location from servers on which other customers' content is or will be transmitted or stored. (b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of content to be used solely in conjunction with the EnerGov Software. 34 of 40
September 15, 2020, Item #11(c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. (d) Critical Application. Customer will not use the IVR system for any life-support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in getting medicate care or other emergency services. (e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted by Customer or Users. (f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR IVR. 35 of 40
DocuSign Envelope ID: 6DC6B867-0400-4F39-816D-EF097052871 F
STUDIO PRIME
LICENSE AND SUBSCRIPTION AGREEMENT
This Studio Prime License and Subscription Agreement (the "Agreement") is entered into by and between
Bluebeam, Inc. ("Bluebeam") and the undersigned ("Licensee") and made effective as of the date signed by
Bluebeam below.
1.DEFINITIONS.
a."Software" means the Revu® software application for editing, managing, marking-up, designing and
sharing PDF documents.
b."Studio" means a cloud-based collaboration platform accessible via the Software that connects Studio
Users and gives them the ability to communicate and markup and review documents in real-time.
c."Studio Prime" means the optional, paid subscription service that provides Licensee with advanced
administrative functionality and visibility over the Licensed User's Studio usage activity and access to third
party application integrations.
d."Studio Prime Account" means the account created for Licensee upon the execution of this Agreement.
e."Prime Administrator" means one or more persons designed by Licensee to administer Licensee's Studio
Prime Account.
f."Prime Member" means a Licensed User who is invited by a Prime Administrator to join Licensee's Studio
Prime Account. Upon the Licensed User's acceptance to join a Studio Prime Account, that licensed User's
Studio account becomes a managed account under the Studio Prime Account to be managed and
controlled by Licensee.
g."Prime Collaborator" means any Studio User who is invited by a Prime Member to be an Attendee in a
Project or Session as such terms are defined in the Studio Terms of Use.
h."Studio User" means any individual who has established a Bluebeam user account, has agreed to the
Studio Terms of Use, and thereafter accesses and uses the Studio services.
i."Licensed User" means Licensee or any employee, agent or other individual that Licensee has duly
authorized to access and use the Software pursuant to the applicable end-user license agreement for the
Software.
j."Documentation" includes the Studio Terms of Use (www.bluebeam.com/studio/termsofuse), this
Agreement, Bluebeam's Privacy Policy (www.bluebeam.com/legal/privacy-policy), and the
documentation published by Bluebeam on its website (www.bluebeam.com) with regard to the Studio
Prime services.
k."Subscription Fees" are the annual subscription fees charged by Bluebeam for access and use of Studio
Prime.
I."User Level" means a combination of Licensee's Prime Administrators, Prime Collaborators and Prime
Members.
m."Prorated Subscription Fees" mean the Subscription Fees in effect on the date the User Level is increased
that is prorated over the remainder of the Initial Term or Renewal Term, as applicable.
2.LICENSE TO USE STUDIO PRIME. Subject to Licensee's acceptance of and on-going compliance with this Agreement,
Bluebeam grants Licensee a limited, non-sublicensable, non-transferable, non-exclusive, revocable right and
license to access and use the Studio Prime services during the Initial Term and any applicable Renewal Term
in accordance with the Documentation. The Studio Prime services may only be used by Licensee and
Licensee's Prime Administrator, Prime Members and Prime Collaborators and only for Licensee's own lawful
business purposes.
3.RESERVATION OF RIGHTS. All right, title, and interest in and to Studio Prime and the related services and
Documentation, including, without limitation, all copyrights, patents (whether pending or issued), trade secret
rights, trademarks, and other intellectual property, are owned and retained by Bluebeam. All rights not
Studi�'lim� Sfnnse & Subscription Agreement U pda�� flt2m19 CONFIDENTIAL ATTACHMENT B Page 1 of 4 September 15, 2020, Item #11
September 15, 2020, Item #11DocuSign Envelope ID: 6DC68867-0400-4F39-816D-EF097052871F expressly granted or licensed to Licensee herein are reserved. 4. GENERAL TERMS. a. Modifications. Bluebeam reserves the right to revise, modify or update Studio Prime from time to time in its sole discretion to add new features or functionality or modify existing features or functionality. b. User Level Restrictions. Licensee may only have such number of Prime Administrators, Prime Collaborators and Prime Members access and use Licensee's Studio Prime account that equals the User Level paid for by Licensee. Licensee may increase the User Level at any time upon written notice to Bluebeam and payment of the Prorated Subscription Fees. Licensee may decrease the User Level upon written notice to Bluebeam made at least thirty {30) days prior to each applicable Renewal Date. Any such decrease shall be effective on the Renewal Date for the following Renewal Term. c. Prime Administrators. Licensee acknowledges and agrees that Prime Administrator are solely responsible for (a) inviting Studio Users to become Prime Members or Prime Collaborators; (b) managing all Prime Member and Prime Collaborator accounts (including, without limitation, access and permissions to Projects and Sessions for which they are Attendees); (c) assign, create, modify and remove Prime Member and Prime Collaborator permission and restrictions; (d) managing and controlling all content (including, without limitation, Project Files and Sessions Files) created or uploaded into or used in connection with the Studio Prime Account. d. Prime Members. Licensee acknowledges and agrees that it shall inform and instruct all Prime Members under Licensee's Studio Prime Account of the following: (a) the Prime Member's Studio account will be under the exclusive control of the Prime Administrator; (b) the Prime Administrator can and will access the account and related content, create and modify permissions related to the account and otherwise monitor the Prime Members usage of the account; and (c) the Prime Member may only have one Studio account, which is the Prime Member account. 5. SUBSCRIPTION FEES AND PAYMENT TERMS. a. Subscription Fees. Licensee agrees to pay the Subscription Fees in effect on the Effective Date for the Initial Term. Licensee further agrees to pay the Subscription Fees in effect on each Renewal Date for each applicable Renewal Term unless Licensee has terminated this Agreement pursuant to Section 6 below. Provided there is a change in the User Level during the Initial Term or any Renewal Term, Licensee agrees to pay Bluebeam the Prorated Subscription Fees. b. Payment Terms. Bluebeam shall invoice Licensee for the Subscription Fees and Prorated Subscription Fees, if applicable, and Licensee agrees to pay all such invoices on Net 30 day terms. Subscription Fees and Prorated Subscription Fees are non-transferable and non-refundable. c. Past Due Accounts. Failure to make any payment required hereunder within forty-five (45) days of the Renewal Date will cause this Agreement to terminate without notice and further access to the Studio Prime services will cease. 6. TERM AND TERMINATION. a. Term. This Agreement shall commence upon the Effective Date and continue for a period of one (1) year (the "Initial Term"). The Initial Term shall renew for additional periods of one (1) year (each a "Renewal Term") upon Licensee's payment of the Subscription Fees on or before the Renewal Date or according to the terms of the applicable invoice Bluebeam provides to Licensee. Unless otherwise notified in writing at least thirty (30) days prior to each Renewal Date, this Agreement shall renew at the same User Level as the Initial Term or previous Renewal Term as applicable. The Initial Term and all Renewal Terms are collectively referred to herein as the "Term". The "Renewal Date" is the date that is one (1) year following the Effective Date and each annual reoccurrence thereof. b. Termination. This Agreement may be terminated (a) by either party providing written notice of termination to the other party at least forty-five (45) days prior to the end of the Initial Term or any applicable Renewal Term; or (b) pursuant to the terms of Section 5.c.; or (c) pursuant to the terms of Studio_,~imi Sfnnse & Subscription Agreement UpdatM flh7!.(J19 CONFIDENTIAL Page 2 of 4
September 15, 2020, Item #11DocuSign Envelope ID: 6DC6B867-0400-4F39-816D-EF097052871 F Section 7. c. Effective of Termination. Upon the termination of this Agreement, the license provided herein and Licensee's access and use of the Studio Prime services shall immediately cease. 7. RIGHT TO AUDIT. Bluebeam reserves the right to periodically conduct audits of Licensee's use of the Studio Prime services to verify compliance with the terms of this Agreement (each an "Audit"). Licensee shall be given no less than ten (10) days prior written notice of Bluebeam's intent to conduct an Audit. Audits will be conducted during Licensee's normal business hours and will occur no more than once in any twelve (12) month period. In the event an Audit shows that Licensee's actual use of the Studio Prime services exceeds the User Level paid for, Bluebeam shall have the right to immediately invoice Licensee for the unauthorized use, including applicable late fees and interest at the legally allowable rate, and the reasonable costs of the Audit. If Licensee fails to pay such invoice on Net 15 day terms, Bluebeam may terminate this Agreement in additional to all other remedies that may be available to it in law or in equity. 8. DISCLAIMERS OF WARRANTY; LIMITATION OF LIABILITY. a. DISCLAIMER OF WARRANTIES. STUDIO AND STUDIO PRIME ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER. BLUEBEAM DOES NOT WARRANT THAT THE FEATURES AND FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BLUEBEAM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES THAT BLUEBEAM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. b. LIMITATION OF LIABILITY. OTHER THAN IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSEE OR BLUEBEAM BE LIABLE FOR ANY LIABILITY, LOST REVENUES, LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER OR HOWEVER CAUSED ARISING OUT OF OR IN ANY WAY RELATED TO THESE SERVICES WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. CONFIDENTIALITY. This Agreement and the terms and conditions contained herein are strictly confidential and shall not be disclosed to any person, entity or third party except (a) as may be necessary to comply with applicable law or to confer with a financial, tax or legal advisor with regard to the subject matter of this Agreement, or (b) to either party's employees who have a legitimate need-to-know and who agree to uphold the confidentiality obligations set forth herein. 10. GOVERNING LAW AND ARBITRATION. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding California's choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of California, excluding California's choice-of-law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any controversy or claim, whether in law or in equity, arising out of or relating to this EULA, or the breach thereof, shall be settled by arbitration in Los Angeles County administered by JAMS in accordance with its Streamlined Arbitration Rules & Procedures, and judgment on the award rendered by the arbitrator(s) is final and not appealable and may be entered in any court having jurisdiction thereof. 11. CONTROLLING LANGUAGE. This Agreement has been prepared in the English language and the English language shall control its interpretation. All notices to be provided by either party hereto shall be in the English language. In the event of any conflict between the English language version and any translation of this EULA that may be provided for convenience only, the English language meaning shall control. Studi<:1;,Pc,iml-'¼'nnse & Subscription Agreement Upda~f!f/1tfl(J19 CONFIDENTIAL Page 3 of 4
September 15, 2020, Item #11DocuSign Envelope ID: 6DC6B867-0400-4F39-816D-EF097052871F 12. NOTICES. Any notice or other communications required by this Agreement shall be in writing and sent as follows: If to Licensee to the Prime Administrator via email. If to Bluebeam via email to legal@bluebeam.com. Notices will be considered given and received the date an email is sent unless the actual date sent is not a business day (based on the recipient's time zone) then the next business day in the jurisdiction in which the recipient is located shall be considered the date of delivery. 13. No ASSIGNMENT. This Agreement may not be transferred or assigned, voluntarily, by operation of law or otherwise, without Bluebeam's express written consent which may be withheld, delayed or conditioned in the sole discretion of Bluebeam. Provided Bluebeam grants such consent, this Agreement shall be binding upon the assignee in the same manner that it is binding upon Licensee. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective authorized representatives. For and on behalf of Licensee: _____________________________ _ Licensee's Address:----------------------------------Signed: _________________ _ . Brad Rosen Pnnt Name: ---------------Title: _________________ _ Date Signed: ______________ _ Telephone: ________________ _ •1 brosen@poway.org Ema1: -----------------Prime Administrator Information: Licensee is required to name a Studio User as the Prime Administrator and the account to which this Studio Prime license will be established. It can be changed by Licensee at a later time. Name: ---------------------Te I e phone:-------------------Studio User ID: _________________ _ For and on behalf of Bluebeam, Inc. A Delaware corporation located at 443 S. Raymond Avenue, Pasadena, California 91105 USA Signed: _________________ _ Jim Atkinson, Chief Revenue Officer Date Signed: _______________ _ Studi~Jaimt S-fnnse & Subscription Agreement U pda~a' fht!ffJ19 CONFIDENTIAL Page 4 of 4
September 15, 2020, Item #11Bluebeam, Inc. 443 S. Raymond Ave. Pasadena, California 91105-2630 United States 1-866-496-2140 Contact: sales@bluebeam.com Bill To: City of Poway California 13325 Civic Center Dr Poway, California 92064 United States Item Studio Prime Tier 1 Subscription valid for: 26 Aug 2020 -25 Aug 2021 Revu Standard Revu Standard Maintenance Subscription valid for: 26 Aug 2020 -25 Aug 2021 Enterprise License Standard Subscription valid for: 26 Aug 2020 -25 Aug 2021 40 of 40 Description Ship To: City of Poway California 13325 Civic Center Dr Poway, California 92064 United States Annual subscription, Studio advanced administrative functionality and third party software integrations, 1-100 Users Perpetual Software for creating, editing and sharing PDF documents, Standard Edition Annual Subscription for premium support and software upgrades Annual subscription, maintenance add-on that manages seat assignments Qty 1 15 15 15 TO PURCHASE VIA CREDIT CARD Unit Price $2,340.00 $349.00 $99.00 $10.00 Please call 1-866-496-2140, option 1. Have this quote ready to reference. Quote Quote#: Q-00260 Generated: 26 Aug 2020 Expires: 25 Sep 2020 Terms: Net 30 Currency: USD Disc. Amount $0.00 $2,340.00 $0.00 $5,235.00 $0.00 $1,485.00 $0.00 $150.00 Subtotal: $9,210.00 Total Tax: $0.00 Total: $9,210.00 Tax is estimated. If you have any tax-related questions or your organization is tax exempt, please reach out to us at com11.liance@bluebeam.com. TO PURCHASE VIA CHECK Please send us a purchase order (net 30 terms only) to sales@bluebeam.com to receive an invoice. We cannot accept checks without a purchase order