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AGREEMENT INFORMATION AGREEMENT NUMBER 24709 NAME/TYPE OF AGREEMENT TYLER TECHNOLOGIES, INC. DESCRIPTION SERVICE AGREEMENT/RECREATION DYNAMICS SOFTWARE FUNCTIONALITY FROM SOURCEWELL CONTRACT #090320-TTI/MATTER ID: 22-3476 EFFECTIVE DATE ATTESTED BY TODD B.HANNON ATTESTED DATE 12/14/2023 DATE RECEIVED FROM ISSUING DEPT. 12/15/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Tyler Technologies, Inc. Department of Procurement EXT. 1906 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Software Service Agreement with Tyler Technologies, Inc. Sourcewell RFP 090320 COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER December 4, 2023 Annie Perez, CPPO I 06:37:3“5,T—y, SIGNATURE:-4^^-- RISK MANAGEMENT December 4, 2023 Ann -Marie Sharpe 106:57:41 EST �ocu5ig nctl by: SIGNATURE: Fmk omvy CITY ATTORNEY matter 22-3476 December 11, Victoria Mendez 2023 116:22:05 EST SIGNATURE:`. - ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER December 13, 2023 Larry Spring, CPA I 13:44: 51 EST SIGNATURE: SP"4 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER December 14, 2023 Arthur Noriega V I 08:36:1,, SIGNATURE: Q fv,n CITY CLERK December 14, 2023 Todd Hannon I 20:42:0A.E.51, SIGNATURE: q -_ �E,fiossfioCF„fig PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER IAFI I{SPAT 1 I City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Richard McLaren Contact Person Sr. Procurement Contracting Officer Title 11/30/2023 Date: Procurement Requesting Client (305) Telephone Legal Service Requested: Matter 22-3476 Software Service Agreement with Tyler Technologies, Inc., Sourcewell RFP 090320 Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Tyler Technologies Software as a Service for Parks and Recreation See attached spreadsheet 1. AWARD DELEGATED AUTHORITY: Q Chief Procurement Officer — Authority level of $1,171,000 in aggregate for 5 years ❑ City Manager — Authority level of $ Contract signature only ❑ City Commission — RESOLUTION No. _TBD 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ SOLE SOURCE ❑ Bid Waiver ❑ PROFESSIONAL SERVICES UNDER $25,000 Q OTHER (Please explain): Sourcewell Cooperative Contract 090320-TTI as authorized by Resolution 15-0137 3. WHAT IS THE SCOPE OF SERVICES? This solution will include retail/point of sale admissions, customer account management, facility reservations, membership sales and class registration functionality through online and in -person channels. The solution additionally will integrate with two of Miami's chosen payment processing solutions- Teller for in person/point of sale and Point & Pay for online transactions. 4.IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Parks and Recreation 5. IS THE AWARDEE INCUMBENT? NA 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? NA 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? NA 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? NA 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? NA • •••••• tyler • technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc., a foreign profit corporation authorized to conduct business in Florida ("Tyler"), and The City of Miami, a Florida municipal corporation ("City" or "Client"). WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) ("Sourcewell") under member number 87752; and WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered #090320-TTI (hereinafter, the "Sourcewell Contract"); and WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler's contract with pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperativepurchasing/; and WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Recreation Dynamics software functionality from Tyler's affiliate, which Tyler agrees to deliver through its affiliate, US eDirect, Inc., a foreign profit corporation authorized to conduct business in Florida ("US eDirect"), pursuant to the Sourcewell Contract and under the terms and conditions set forth below; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this Software as a Services Agreement. • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is available upon request. • "Client" means City of Miami, Florida. • "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 Exhibit A. If no amount is specified, then there is no limit. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Defined Users" means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in Exhibit "A." • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "Documentation" means any online or written documentation related to the use or functionality of 1 the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date by which both your and our authorized representatives have signed the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, pandemic, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon pricing and cost proposal for the products and services as identified in Exhibit "A." • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit "B." • "SaaS Fees" means the fees for the SaaS Services identified in the Pricing section of Exhibit "A." • "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 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 Exhibit "A." • "Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit "A." • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is included in Exhibit "A." • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable. • "Third Party Hardware" means the third party hardware, if any, identified in Exhibit "A." • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party Software" means the third party software, if any, identified in Exhibit "A." • "Third Party Services" means the third party services, if any, identified in Exhibit "A." • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in Exhibit "A" and licensed by us or our affiliates to you through this Agreement. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B — SAAS SERVICES 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 Section C(8). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in Exhibit "A," for which you are receiving SaaS Services, your rights to use such Tyler Software 2 are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS 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 H(1). 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 with 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. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 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. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 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 ("NDA"), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. 6.2 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. 3 6.3 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. 6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24) hours. For purposes 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. 6.5 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. 6.6 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. 6.7 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. 6.8 We provide secure Data transmission paths between each of your workstations and our servers. 6.9 For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 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. 6.10 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 cardholder 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 4 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 — OTHER PROFESSIONAL SERVICES 1. Other Professional Services. We will provide you the various implementation -related services itemized in Exhibit A and described in the Statement of Work/our industry standard implementation plan. We will finalize that documentation with you upon execution of this Agreement. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in Exhibit A are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in - scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. Exhibit A contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re - perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel 5 to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then - current version and the immediately prior version); 9.2 provide telephone support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with our then -current release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then -current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks' advance notice. SECTION D — THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in Exhibit A. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be 6 governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in Exhibit A and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in Exhibit A per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F — TERM AND TERMINATION 1. Term. The initial term of this Agreement is five (5) years from the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then - current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 7 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 2.5 Fees for Termination without Cause during Initial Term.' If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees: a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 75% of the SaaS Fees then due for the remainder of the initial term; b. if you terminate during the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 50% of the SaaS Fees then due for the remainder of the initial term; and c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the initial term. SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our i IF SERVICES HAVE BEEN PRICED SEPARATELY FROM SAAS FEES, THEN THE APPLICABLE PERCENTAGES ARE 25%, 15% AND 10%. 8 expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non - licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN - CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO 9 EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION H — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in Exhibit A for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in Exhibit A, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in Exhibit A will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in Exhibit A do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, gender, gender identity, ancestry, physical or mental disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, political affiliation, or any other factor. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 10 6. Verification of Employment Eligibility (E-Verify). We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. By entering into this Agreement, Tyler and its Subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Tyler affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Tyler; (b) it has required all Subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the Subcontractor; (c) it has an affidavit from all Subcontractors to this Agreement attesting that the Subcontractor does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has a good faith belief that Tyler has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Tyler agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Tyler shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a Subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Tyler has otherwise complied with its requirements under those statutes, then Tyler agrees that it shall terminate its contract with the Subcontractor upon receipt of notice from the City of such violation by Subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, Tyler, or Subcontractor no later than twenty (20) calendar days after the date of Agreement termination. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in 11 those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so 12 that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. In the case of any dispute, venue shall be the courts of Miami -Dade County, Florida and each party shall be responsible for their own attorneys' fees. 20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Exhibit B Statement of Work Invoicing and Payment Policy Schedule 1: Business Travel Policy 23. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [Signature Page to Follow] 13 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date provided herein. "Tyler" TYLER TECHNOLOGIES, INC., a foreign profit corporation authorized to conduct business in Florida ATTEST: BY: )')IL-- BY: Name: John Kratofil Name: Tina Mize Title: Senior Corporate Attorney Title: Group General Counsel Date: 12/4/2023 Date: 11/20/2023 ATTEST: Todd 8. Hannon City Clerk "City" or "Client" CITY OF MIAMI, DocuSigned by: a Florida municipal corporation December 14, 2023 1 20:42:04 EST Date: BY: artlkur Nantl°- Arthur Noriega V City Manager Date: December 14, 2023 1 08:36:15 EST APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: DS rPr BY: f 4 BY: 1(0.1A Victoria Mendez (Matter 22-3476) Anne Marie Sharpe, Director City Attorney Risk Management December 11, 2023 1 16:22:05 EST Date: Date: December 4. 24123 I 06: 57:41. EST 14 CERTIFICATE OF SECRETARY OF TYLER TECHNOLOGIES, INC. The undersigned, being the duly elected and qualified Secretary of Tyler Technologies, Inc., a Delaware corporation ("Tyler"),hereby certifies on behalf of Tyler that: 1. Attached hereto is a true, correct and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of Tyler. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary on behalf of Tyler as of April 14, 2022. TYLER TECHNOLOGIES, INC. a Delaware corporation By: Name: Abby Diaz Tit:e: Secretary RESOLUTIONS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF TYLER TECHNOLOGIES, INC. WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies, Inc., a Delaware corporation ("Tyler") deems it to be in the best interests of Tyler to memonalize the authority of members of Tyler's legal team to enter into contracts and other legally binding obligations or representations on behalf of Tyler; RESOLVED, that in addition to Tyler's corporate officers, the following persons are hereby authorized to enter into contract(s) and make other egally binding obligations or representations on behalf of Tyler (inc udmg, without limitation, contract(s) for the license, lease, sae and provision of Tyler goods and services) without regard to the dol ar value of such contract(s) or the Tyler division or group on whose behalf the indrvidua is entering into the contract or other lega ly binding obligation or representation, and limited on y by the notations included herein: Andrea Fravert Jayne Fried and Hol and Rob Kennedy -Jensen Sherry C:ark Tina Mize Wiriam Van Asse:t RESOLVED, that the foregoing authorization will automatically terminate with respect to each named person on such date the individual is no longer employed by Tyler; RESOLVED, that each corporate officer of Tyler is hereby authorized and directed, in the name and on behalf of Ty er, to do or cause to be done any and al things, and to execute, deliver and fi e all such other agreements, amendments, instruments, certificates, waivers, documents, and papers that any of them deem necessary or advisable to carry into effect the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby. 16 ••• tyle r • * • Exhibit A Statement of Work CITY OF MIAMI PARKS AND RECREATION Statement of Work Sourcewell Contract: #090320-TTI US EDIRECT, INC 111111waltr•atimisiM1111.11 Tyler Technologies Inc. Contact: Andrew Davies Vice President, Sales — Outdoors Division Email: Phone: 608-320-9679 17 Statement of Work Description Tyler Technologies through its affiliate, US eDirect Inc., will provide the following solution components to the City of Miami Parks and Recreation Department: Tyler Technologies `Recreation Dynamics' Outdoor Recreation Platform (the Platform) The solution will include retail/point of sale admissions, customer account management, facility reservations, membership sales and class registration functionality through online and in -person channels. The solution additionally will integrate with two of Miami's chosen payment processing solutions- Teller for in person/point of sale, and Point & Pay for online transactions. Included Modules: - Activity Dynamics - Merchandise Dynamics - Facility Dynamics - Tours and Ticketing Dynamics - Memberships Dynamics - Notification Dynamics - Tableau Business Intelligence Software- 2 Admin User Licenses - Gift Card Functionality (e Gift Card and Physical) Included Deliverables: - Data migration- Customer profiles and retail/POS items/financial revenue coding - Training - Testing - Deployment - Ongoing Support/Maintenance and Hosting including email and phone -based support for City staff using Recreation Dynamics - Hosting via Amazon Web Services - License use for Department staff - Two Way Integration to City's in person/point of sale solution- Teller - Two Way Integration to City's online/e-commerce solution- Point & Pay via API call (as opposed to a hosted payment page) The following deliverables are not included: - Annual Pass/Membership or Gift Card mailing/fulfillment - Purchase of physical Gift Card stock 18 Custom software development/code changes aside from those specified in the SOW relating to the Teller and Point and Pay integrations. Additional custom development work may be pre -purchased as shown in the pricing document. Computer hardware, including but not limited to CPUs, monitors, cash drawers, receipt printers, EMV payment devices, barcode readers, pole displays, membership card printers, are not included. Inbound call center for customer/citizen questions, reservations, and registrations. Pricing The following pricing for the City of Miami includes the 10% Sourcewell discount for annual Software As A Service (SAAS) fees. Implementation Fees (One Time) Recreation Dynamics Deployment Hourly Rate System Configuration and Requirements Validation User Acceptance Testing Data Migration Training Deployment Project Management $120 500 $60,000.00 $120 400 $48,000.00 $120 160 $19,200.00 $125 80 $10,000.00 $120 140 $16,800.00 $120 300 $36,000.00 1580 $190,000 Implementation Fees (One Time) Recreation Dynamics Deployment Hourly Rate System Configuration and Requirements Validation User Acceptance Testing Data Migration Training Deployment Project Management The following pricing is for the required integrations to Teller for Point of Sale transactions, and Point and Pay for Online integrations via API. Below those line items are optional pre -purchased custom development hours, for any out of scope development which may arise throughout the project. The pre -purchase would be at a discounted hourly rate ($175/hour vs. the standard $225/hour). If pre -purchased, this creates a `bank' of hours available to use for new development requests for the City. Integrations Hourly Rate Hours Extended Teller Point of Sale API Integration Point and Pay Online (E-Commerce) API Integration $225 300 $67,500 $225 160 $36,000 On Going Custom Development Pre Purchase Hourly Rate Hours Extended 250 Hours at Discounted Hourly Rate 500 Hours at Discounted Hourly Rate $175 250 $43,750 $175 500 $87,500 19 20 The following are the on -going annual fees, due at Go Live and then each anniversary of the initial Go Live. These fees cover Support, Maintenance, Hosting/Disaster Recovery, Software Licensing. Ongoing/Annually Recurring SAAS Fees (Licensing, Support, Maintenance, Hosting) Year 1 Base Rate Total with 10% Sourcewell Discount: Year 2 Base Rate Total with 10% Sourcewell Discount: Year 3 Base Rate Total with 10% Sourcewell Discount: Year 4 Base Rate Total with 10% Sourcewell Discount: Year 5 Base Rate Total with 10% Sourcewell Discount: $195,000.00 $175, 500.00 $195,000.00 $175, 500.00 $195,000.00 $175, 500.00 $195,000.00 $175, 500.00 $195,000.00 $175, 500.00 21 Proposed Payment Milestones: Implementation Deliverable Breakdown Estimated Due Date Amount Project Kickoff 10 Days from execution $38,000 Sandbox Environment 45 Days from execution $38,000 User Acceptance Testing Signoff 130 Days from execution $38,000 Software Deployment 150 Days from execution $38,000 System Go Live 180 Days from execution $38,000 Implementation Fees total (included in the pricing above): $190,000.00 Integrations Deliverable Breakdown Estimated Due Date Amount Project Kickoff 10 Days from execution $26,250 Sandbox Environment 45 Days from execution $26,250 User Acceptance Testing Signoff 130 Days from execution $26,250 Software Deployment 150 Days from execution $26,250 System Go Live 180 Days from execution $26,250 Integration Fees total: $131,250 *Note: the integrations and the deployment of the base -Recreation Dynamics platform will be managed as part of the same timeline and project with the same launch (Go Live) dates. The above tables breakout these fees separately to align to the previous page's separate pricing breakout. 22 Solution Summary Point of sale (POS) Interface Overview The Platform's POS system is a one -stop solution for all in -location visitor interactions. It efficiently, accurately, and securely collects the details of every visitor transaction during their stay. The system requires no local install. And it functions when not connected to the internet. The Platform has been designed with integrated, single transactions in mind from day one. This is evidenced by our entire application, from high -volume POS used at the nation's busiest park entry locations and park retail locations, for activity registrations, facility rentals, in one application, with no compromises on speed, functionality or ease of use. Most importantly, it is easy to use in the field. Who wants to work in a place to manually track inventory, balance a cash drawer, or use a complicated computer program to signup for a class, rent a meeting room, sell ice, firewood, books, and souvenirs, when they could be helping visitors have the time of their life or protecting outstanding resources? Your staff will appreciate the difference. Key Features The system provides full functionality to meet the City's financial and GAAP requirements. Coupled with our Business Dynamics module, in addition to ease of use, the system provides new insights for administrators and field staff. • Visitor data • Employee data • Payment data • Cash drawer management data • Bank deposit and reconciliation data • Line -item detail of all transaction types — Merchandise inventory purchases and returns — Admissions — Equipment rental — Classes — Payments received from sources other than visitors: contractors, concessionaires, etc. • Single, Integrated POS designed for speed and ease of use • Fully integrated with reservations, admissions, tickets, passes • Does not expose the Department to PCI-scope as no local installation required • Unencrypted customer data is not stored locally • Offline capability for POS and admissions • Inventory management data — Purchase orders — Receiving — Transfers — Vendor returns — Adjustments to on hand — Physical inventory counts • Credits, Refunds and Voids The Platform's POS collects and processes granular data from all customer - facing fee and non fee transactions, and from all retail merchandise inventory movement processes. 23 — Store credits issuance and management — Rules -based control over voids, returns, and discounts • Customer Accounts and Profiles — Customer account capture and transaction history — Tied to customer profile • Price, Discounts and Promos Management • Merchandise Management — Merchandise sale items configurable by location — Purchase orders, receiving, and marking — Transfers among locations — Vendor returns and adjustment — Physical inventory counts and reconciliation • Security — PCI-compliant bankcard processing — P2PE solution, significantly reducing the Department's PCI scope — Multi -level, password -controlled security by function • Financial Management, and Reporting — View, search, and print journal receipts — End -of -day balancing — Batch and deposit management — GAAP-compliant — Integration to Teller Point of Sale system for payment acceptance Our POS module is used at some of the busiest governmental over-the-counter/in-person locations, processing park entry, POS retail sales, and other fee collection. In Minnesota State Parks, several of their retail locations sell over $1M of merchandise sales per year, managing 6,000+ items for each location, with 4-5 over the counter transactions per minute during peak periods. In another instance of our POS system, Vermont's Department of Motor Vehicles processes several hundred transactions per day per register, for high volume over the counter DMV fee collections. Our capability to function successfully in these environments is a testament to the speed, design and ease of use that will benefit the Department's field staff. High -volume efficiency is the result of system design and functionality that includes the following: • A browser -based POS with desktop application speed • Single shopping cart for any combinations of merchandise, class registrations, rentals, passes, tickets, events, services • Unlimited transaction line items • Support for multiple tender types in a single transaction • Item lookup via barcode scan or keyword search • Graphical user interface with touch screen 24 enrrnau CE919111111O11918 11011101,.. IMS1u006910 .TAaE 'dA141r0 5. 811119109.019,5MS . P.1k e.,11e1 craw 9i�. tMMA FE.SIAflTO IRBal[ n Baire H.hlbg N1ea.elIr. I WfIRCSIARTCR 1p0 COb1NI FacFflt SIFEWO90 HIMM EE WHCILESALE FUTg1E5 8011 6. G ■ X Breael tlan aOm ...ebony ira, suawrc• 0oo00,Frlatl 0..5-wlvr-ln-l5 1. Mar riaa41T0rr1010 • F 01.9N011la NBirs1 clomAr mom x.gwr OriM In 90:OTR01909OO PM • aB%09N9190e 00 Pod Me 1 Brp• WeNa.,eMt) 9. O i eegf9B9n1 OWICS.WONEIY Mbar ue. ryawSc.McTw9IVMH 3 � Fere.. B.Fsa.Y Cer. h.h Pork . 1991•99.1991.10 POe.0Y:101901 gp PN •a1 AO PM Eleserlirvinn G.H aMn a mrm.sev.s• Gleam cF.cEes,s min [.lore svlwe.f Nur vms.emg v mann,. or mama one on., anus. e1FeM.Y 0art Sens Tw ftnrl Reabeak. Fw 'ArmG.tt 0 . 3. a.* Pmnai.Bln.rT el MMUS. ▪ 4. IeT F.un.EL.R1-011.0,.B .. VIA Price 017 TaW 0 10.0 ] 419.00 Sub Total: S101.95 TAX: $0.00 Grand Total', 5104.95 rrt, Integrated POS Screen 25 Point of Sale: Teller POS Integration Tyler Technologies will provide a real-time transaction API to Teller, shown in the diagram below for Point of Sale (in person) transactions. Recreation Dynamics / Teller Integration DFD LO 4. Callback from Teller with transaction JSON object Recreation r TelierF Dynamics 2. RD launches Teller popuprframe Popupfiframe within RD cashiering made simple 1. POST with cart JSON object, Teller returns popup/ifrarne url 3. Transaction finalized within Teller 26 The following details were shared via email, November 15, 2022 and are added to this Statement of Work for additional scope and transparency: Will you use REST APIs for integration? Yes. What communication model does the integration use (batch, request -reply, or one-way messaging/events)? Request/Reply as this is a transactional real time integration. What protocol is used? REST/HTTPS/JSON Do you provide interface definitions (such as Swagger)? Yes, Swagger/Open API What is the expected volume of interactions? This is TBD as we do not have estimated transaction volumes available from any legacy system. An estimate derived from similar size clients could be —1,000-2,000 transactions per day across all locations. One transaction would include several interactions between Recreation Dynamics and Teller in order to pull data and receive back confirmation of transaction completion. What timeouts are configured? This will be determined during the integration. How should error handling work? Errors are caught and returned as HTTP error codes. How does authentication work? We will authenticate at the machine/register level and pass cashier information to Teller. Will integration middleware be required? No. How do you monitor the integration flow? Via logs and application performance monitoring tools. How do you resubmit failed integration processes? Cashier is alerted on the failure and then a retry can happen again. Do you provide Data Access APIs? -to access the underlying data We do not provide Data Access APIs. Access to the underlying data is via system reports and our Tableau business intelligence integration. Do you provide business function APIs? -to invoke business functions We do not have business function APIs. The business functions that will be invoked with the Teller integration will be created for this project. Do you provide Operational APIs? -to perform operational tasks such as creating and managing accounts We do not provide Operational APIs. 27 Do you provide Bulk import/export APIs? We have bulk import tools that US eDirect leverages for importing data, but these are not publicly available/available for use by clients at this time. Digital ADA Our public facing registration/reservation website is tested for compliance with WCAG 2.1 and Section 508. In addition, we have partnered with two Accessiblity companies to test the site. One is focused on WCAG/508 compliance. The other employs people with disabilities to test the website use cases (making an account, reserving a picnic shelter, signing up for a class, etc.) and provides feedback on usability. Data Ownership All data is owned by the City Ability to export data Data may be exported from system reports in several formats including CSV. In addition, SQL database extracts can be provided if required. Is API access free, limited / throttled? API access for purposes of the Teller API is free and not throttled. This also applies to the online integration to Point and Pay for E Commerce credit card payments. 28 Activity Registration - POS Sign Up - POS The customer sign-up process for an activity or course is designed with speed and efficiency in mind. The busy nature of the City of Miami's Parks and Recreation Department means there is no time for unnecessary screens or data input. Staff can quickly register customers for their desired activity using our intuitive, user-friendly interface. Eismi Store: Big Basin Redwoods Register..1 Cashier:Madhu Gupta V Version: 10.6.0.0 nrrd and se Snotty Addy REGISTRATIONS ATTENDANCE INTERACTIVE ROSTER: REPORT WAIT LIST u Fiiter Del Node Coast Junior Lifeguards(1449) 73 reai0n3 Weekdays :110303 akmy.: tp:oa AM -a:o0 PM Entleds Beach Leo Canino Surf Sessiore(1372) 0 slsl2 ni910e/93 w1 9mmer Weekdays:9:30 AM - S00 PM Leo Carrillo.' Ventura Junior Lifeguard AseistanN13B6) U lesion 3, AsidaMS 19 Weekdays :s0 pPM % Desoription There are no items in the slopping cart. Figure: Class/Program Registration — POS Camps, classes, and other Program registrations can also be performed through the registration module. This system allows patrons to register in advance for Camps, Childcare and other programs through the web or in -person, as well as choosing which specific day they wish to attend or registering for each Day Camp in the schedule. Once a class/program has been found using the search engine- patrons may choose to either enroll for each day or pick and choose the day camp days which they will be attending. Schedule Setup / Session 2 Modify Meeting Time Monterey Junior Lifeguards selects day Choose the Meeting Times -far this Session Sunday .art Time 0130 PM Q End Time 03:30 PM July -2019 0 Monday Tuesday Wednesday Thursday AvailaMlay 0 Friday Saturday To 02:00 PM To 02:00 PM To 02:00 PM Once a customer is found via a name search or ID card scan, the Sign Up Search screen can be used to sign a customer up to an activity. After the customer chooses to sign up for the activity, the system provides the option to capture additional information through a "Questionnaire" Once all the pre -requisites are satisfied, the Pre -cart screen is brought up to allow the adding of optional extras and to review the schedule. 29 Activity Pre -Cart Del Norte Coast Junior Lifeguards / Session 3 Provide activity details for your registration Activity: Del Norte Coast Junior Lifeguards... Location Enderts Beach Age: 8 to 1... Gender CoEd (it) Vlew Session (2 Available Extras) (} View Weeks (No Extras) Vlew Days (No Extras) Del None Coast Junior Lifeguards - Sess3... ON SINDHU RANJIT Add 14 LAKE ST, WHITE PLAINS, NY 1O603-3805 P (919) 6f 8995 • Usage Class5frcation Per Person Session Extras Uniform T-... uniform EL. YM YM Questions Colo Shopping Cart Tender Waitlist Core functionality allows to configure classes to have a waitlist when seats are full. If a seat becomes available in a customer's desired class, they receive an email notification about availability. Staff users can adjust the order of the customers in the waitlist. Session Wait List Guitar Classes WaitList - Day 1 Seats Available Do Elleanor C. Lawrence Park Name Age Address Sloths 00 GARRIELLE COCC 11 120O0 GCVERN'MENT CENTER RSV( FAIRFAX, VA Walling 22035-0002 • 01 THOMAS CC C0 69 12600 GOVERNMENT CENTER PONY FAIRFAX,VA PM Nng 22035-0002 2 Customers in the Wait List Notify Next In Line Edit Contact lnfomratien Sign Up Move To Top Trend Analysis In the below reporting example, we look at the total number of sign ups that each activity gets by Park for the first Quarter to determine trends and popularity. This can help to determine why certain parks are underperforming by not getting enough enrollees, whether the gap is in marketing or something else, Business Dynamics can analyze such anomalies so that changes can be made to improve statistics. Also displayed is a Total Registrations Pie chart which shows which Categories are getting the most enrollments for the year. 30 Category Place Fine Arts Centennial Park Coleman Park Class Discover Drawing Digital Photography Drawing I Watercolor Painting Discover Drawing Drawing 1 Digital Photography Q1 Total Sign Ups MN 0 100 200 300 Class Popularity by Park CategoryName. PERFORMING ARTS Number of Records: 31,295 Category Name III GARDEN GOLF HISTORY In NATURE OUTDOOR RECREATI.. 11. PERFORMING ARTS 11., PET PLACE El SCIENCE AND TECHN El SCOUTS Total Registrations by Activity Category Facility Rentals - POS Facility Dynamics module enables users to manage scheduling and reservations of recreation centers, day -use facilities, shelters, athletic fields, and other City -specific facilities with comprehensive workflow and reporting. Facility Dynamics reduces repetitive work for your staff, eliminates human error, and provides administrators with an audit trail of all financial transactions. Units such as meeting rooms, baseball fields, picnic shelters, etc., can be reserved by reserved for a single booking or multiple bookings within the same screen; using our Mass Reserve option. These bookings can be as short as a 15-minute booking, or longer such as a day booking. Units can also be set to overlap as well. Overlapping units is a popular feature when units share a common space. We understand when facility rentals come into place, so do complex fee structures. Not to worry, the Platform can handle resident/non-resident, peak/non- peak, weekday/weekend, holiday rates, and much more. Security deposits can also be set up to be refunded or not depending on your department's business rules and the condition the unit was left in after the rental booking. The Facility Dynamics module always check the following when a unit is booked: • Visually check availability • Visually check the status of any reservation (legend at bottom of page) • Identify the reservation holder and confirmation number • See specific information on selected reservation in the note reservation details • Initiate a booking/walk-in registration using any/all of the filters to allow you to narrow the search 31 POS Interface Bookings Time -Based Bookings Day -use facilities are booked using our Date/Time based matrix. This matrix processes both same -day walk-up reservations and future bookings, and facility check -in and check-out. The matrix displays availability by facility and time slot. Selecting a unit and time adds the booking to the Unit Pre -Cart. Merchandise or any other items can be added, available discount applied, 'Extras' added, or comments noted before tendering. While the transaction is being processed the unit be reserved is held by the system, making it unavailable to anyone else, and thus eliminating the possibility of double bookings. On completion of the transaction with Department - defined payment type options, inventory is updated in real-time, and a customer confirmation is generated for email delivery or hardcopy printing. Search Units can be booked from 15 minutes to a day and anything in between. In this single view the user can select the desired facility by time and date or change filters to view availability for other facilities by date, time, type and location. Quick Rentals Quick rentals are available via POS buttons that can choose not to collect customer information (optionally, it can be collected) and perform a quick short-term rental. MHE RASED MATRIX * .,..AW, 4 .,..... MOOS o re .wino <ac....< a a Merchandise - POS Inventory Tailored to the Location Having the right merchandise in the right places in the right quantities at the right time enhances visitors' in -location experience. The Platform's core functionality makes it happen. We deliver information and controls to have items and prices that visitors want and appreciate — and to keep them from stopping to buy supplies elsewhere on their way to the location. Our solution includes fully integrated functionality for all aspects of Merchandise Inventory Management with full tracking of item Quantity On Hand (QOH) resulting from all types of merchandise movement: • Purchase orders • Merchandise transfers between stores at different locations 32 • Merchandise transfers between stores and a central warehouse • Inventory adjustments due to known loss or theft • Mark out of stock due to damage • Mark out of stock for charitable donation • Vendor returns Inventory adjustments to reconcile discrepancies in physical inventory versus book inventory Core functionality includes location -specific retail inventory management. Inventory assoxtinents, item pricing, and promotional discounts are easily tailored to individual retail locations. This enables each retail store to determine its own merchandise assoitinent and minimum on -hand quantities — even by individual retail location within a single location. The system manages all types of food, apparel, souvenirs, and any other merchandise, across all locations where retail merchandise is sold — gift shops, commissaries, marina stores, snack bars, golf pro shops, and more. • Apparel items can be managed at the size/color level • Bundled offers are supported, such as a burger, fries, and a coke for a single price; or a souvenir hat, t- shirt, and sweatshirt as a package The Platform provides separate inventory tracking and product information for each location. This allows for changes to a similar or the same product at one location to not affect the inventory and product information of any other location. Each store can have a unique inventory. The Catalog of Inventory available to the stores is maintained centrally to ensure consolidated reporting and elimination of duplicate item SKUs that cause chaos when centrally managing inventory. The location -specific assoitnients and respective item pricing, costs, quantities, and other properties can be managed by location. Assoilnients and pricing at any given location have no impact on those at any other location. Sales and inventory reporting flexibility is enabled by our ad hoc reporting and inquiry solutions, enabling accurate sales and inventory reporting and management at all levels of organizational hierarchy. The POS system's touchscreen in each location is configured to match the inventory items available in that location making it easy for staff to process all inventory transactions. The menu bar on the left of the screen lists only the categories of merchandise sold at this location. Each category has a location specific list of items. The items most often sold can be assigned a Tab. Touching a tab adds the item to the shopping cart — faster than barcode scanning, and accurate even if the item has no price tag on it. The simple, intuitive interface makes training a breeze, a key advantage in locations with seasonal staff. ACCESSORIES AOMIN APPAREL BOOKS ELECTRICITY BILL FO00/BEVERAGES MAPS MISCELLANEOUS RENTALS SKIING SOUVENIRS Bk.:AIph Reg'ner:1 O..fli .US care. AAnn = a • % Description 2 Person Came lent Cabela Sleeping Bag Breen Camping Kit Cabela Sleeping Bag Blue Camp Ioolltit Cell Phone Charger Field and Stream 4 Person Tent Headlamps Sani Station Flashlight Ouldoorsmar Survival Kit 1/1 Et, O 0 Cam] Unit Price Qty Total Unit. Alpha park -Alpha Park Campground 1-Campsite Non-Eknnic (A) -Stet Stay: Fri 013/02/ 19 - Sat 00/03/19 (1 night) Classification: Regular Campsite Non -Electric (A) 08/02/19 300 PM- 08/03/192:00 PM (Per 10ays- Weekday Rate) b • % C p g -Headlamps IS • % Camping Kit- Flashlights b • % Camping KR-2 Person Dome Tent It • % Firewood Change $'Veld a Empty Can r-rr Tax Ecempt S36.44 - (536.44) 520.00 S2000 $5.00 1 $5.00 S15.00 $15.00 56.99 1 5699 CmdhCa0 Sub Total: TAX Grand Total: $10.55 $0.76 $11.31 Quick Panel Vehicl- e Tickets Cb g 33 Sample Field Merchandise Screen BACK ROOM CAMPING AND LODGING CLUBS/PROGRAMS FIREWOOD/ICE FOOD/BEVERADE JEWELRY MAPS MISCELLANEOUS PAY STATION PERMITS -ANNUAL PERMITS - DAILY PIN, PATCH, MEDAL.. POSTCARDS/POSTAGE SUPPLIES CANDY-GB-1.99ROCKS TO EAT GFSP LICORICE-ASST.-$2.49 Iced Chocolate Ice Cubes PLASTIC SILVERWARE-5E 1 W/ CARAMELS-REGULAR/CHOCOLATE HOT DRINK-COFFEE-K CUPS MAPLE CARAMEL-S.98 EA. Our seamlessly integrated, online, and warehouse -capable retail solution is operational in locations ranging from very small to locations with multi -million dollars in retail sales. Inventory Management The Platform includes tools for full -cycle inventory management as standard components... the Right Items, in the Right Place, at the Right Price, in the Right Quantity, at the Right Time • Physical and Online Stores • Assortment & Price Management • Ordering, Receiving, Warehousing • Inter -Store Transfers • Vendor Returns • Adjustments to On Hand • Physical Inventory Counts • Comprehensive Reporting and Analysis o ...all user -login controlled RECNEAT,ON LlY NAMIO CENTRALSYS9EM INVENTORY COMALNE NI ITEM -LEVEL BUSINESS INSIGHT Centralized Item Management The system provides the concept of HQ (Head Quarters) and Store items. HQ is the central database of items for the entire enterprise. As desired, items may be moved from the centralized database to different parks and their locations. This allows each location to only display items that are related to their specific location. For example: • HQ Master List - Listing of the entire assortment of products available across the enterprise 34 • Store (Park) level - A subset of items from the HQ Master List available for a specific park and its locations. Each location can have its own set of items. Centralized item management enables HQ control over all aspects of inventory management, freeing field staff to focus on delivering a great visitor experience. It eliminates the risk of duplicate items, ensures consistency of item descriptions for reporting and analysis, and automatically maintains a single system of record for all inventory processes. One source of inventory records for all decisions and actions. Based on City's needs, new items can be added by staff at any location if they have the appropriate security rights- however, every item is always added into the central item list to ensure it is unique and avoid duplication. From there, staff at the parks can make the item(s) available for sale at their parks and edit the properties specific to their location. • Unlimited number of items • Item creation and maintenance • Physical merchandise and non -merchandise items • Apparel, hardgoods, consumables • Color and size matrix control • Many to one bar codes to a single item code • Store -specific merchandise assortments • Item modifiers • Item -level pricing by store • Promotional price management by store • SKU active/inactive control • Combo item management • Re -order point at item level • Item lookup codes • Item reminders • Custom fields • Local tax rules by location Ordering and Receiving From initial order placement to receiving and marking, and on -going stock replenishment, the solution delivers with centralized purchase order management that: 1) Eliminates risk of overstocks; 2) Maintains optimum on hand of items visitors expect to find; 3) Creates awareness of the items contributing the greatest percentage of overall revenue. • Create purchase orders at HQ or store • Electronic and hard copy orders • Order an item from multiple vendors • Purchase order cancellations and adjustments • Item lookup and filtering at P.O. creation • P.O. add/change/delete • Centralized warehouse and direct -to -store receiving • Receiving against P.O. with real-time updates • Complete and partial shipment receiving 35 • Single or multiple warehouse locations • Vendor and system -generated price tags • Design your own barcode price tags • Re -order point stock replenishment • P.O. lookup by vendor • P.O. search by status, date, title Inter -store Transfers Balancing inventory among locations is a key strategy. It puts the right quantity in the right place at the right time without having to overbuy. • Single item and bulk assortments with comments • HQ -directed stock balancing • Store requested "pull" • Warehouse to store and store to warehouse • Warehouse and stockroom bin location Vendor Returns Defective, damaged in transit, and excess levels of inventory produce no revenue. Our Vendor Return function provides complete control over vendor -authorized returns — another key inventory management strategy. • Defective or damaged goods • Over -shipments • Late shipments • Accommodations Adjustments to On -Hand Our system includes adjustments with reason codes to account for: • Breakage • Known theft • Donations • Physical inventory over/short amounts Physical Inventory Counts Features and functions to streamline the process of physical inventory counting are standard components. • Store -wide inventories • "Spot" and cycle counts • Inventory count sheet generation • Staff -conducted counts • Third -party service counts • Over/short reconciliation 36 Ticketing - POS Ticketing is a functional component of the Platform designed for high volume sales for ticketed events. Not only does Ticketing facilitate sales, but it also offers additional tracking functionality after the sale is completed. Below are some of the key features: • Multi -channel sales: Ticketing supports sales via website, call center and walk-in at the activity location. • Ticket printing: Tickets can be delivered in a variety of ways including print -at-home (mobile friendly email/PDF) or print at check -in via thermal printer or ticket/ wristband printers. • Conflict detection: Conflicts are detected when a selected event time may overlap with a subsequent activity time for both advance and in- person sales. • Check -in: For tickets purchased in advance, allows for the printing of tickets when the customer arrives and checks in. • Check-out: Allows the system to record when a customer checked out, enhancing participation analytics. • Validation: Allows an operator to scan a ticket to view details of a customer's booking. At the POS, staff can easily sell event tickets. Select a date, enter number of ticket details. IC June 2017 Su Mo Tu We Th Fr Sa 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 el 20 21 22 23 24 25 26 27 28 29 30 1 2 3 4 5 6 7 8 Tickets 11 12:00 PM-01:30 PM Event Precart Ice Cream Social in Alpha Park 12:00 PM Tickets Adult S 8.00 per ticket Child S 0.00 per ticket ▪ 1200 PM-0130 PM 20 10 « Previous Senior $ 3.00 per ticket 10 Availability 500 seats in the session 40 tickets in this order Next a CI 9 6 3 8 5 2 co To Shopping Cart 7 Tender 37 38 Memberships - POS The Platform simplifies the setup, maintenance, and sale of Memberships to connect with patrons with membership options fitting their personal lifestyle. Any number of Membership types can be offered, each with its own set of privileges for access to recreation centers, parks, pools, and other venues, as well as discounts on programs and activities. The Platform's Memberships feature allows customers to purchase numerous memberships for multiple facilities, which can give privileges such as access to recreation centers, parks, pools, and other venues, as well as discounts on programs and activities. Memberships can be visit based, time based, daily access, or seasonal/expiration date duration. Setup is a quick and simple process of selecting parameters for the membership being offered. Memberships can be arranged into hierarchies/tiers. When creating a new membership, the system provides the ability to select a "Must Purchase" option to set the precondition for purchasing a membership. In addition, by controlling access to different recreation facilities, pool etc. at the membership level, you could also create different "tiers" such as Gold (allowing access to all places), and Silver (allowing access to some places). The ability to make bulk updates to memberships is core functionality in the Platform. Authorized users of the Administration Module can make changes that will apply to all memberships of the defined type. Concessions/discounts are applied using the scholarships feature of the Platform. Percentage or custom formulated discounts can be defined. Sell Membership /� ANDREW DAVIES .Add.'jil 123 fake st apt g2c port washington, ny 11050 P (608) 320-9679 Effective Day Tue 10/18/2022 Classification Regular Duration On Expiry Date - $10.00 Vehicle Plate Number Household This membership classification is not a Household Membership. The only customer entitled to use this membership will be ANDREW DAVIES 39 Types of Memberships Memberships can be of the following types: Visit -Based Membership Commonly referred to as punch- pass/punch-ticket memberships, these memberships can be assigned a certain number of visits, meaning when users visit a location and are checked in, they lose one visit which will count down until they reach zero. Once zero visits remain, customers will need to purchase a new membership before being granted entry to a location. Time -Based Membership Membership Setup xtembsrshpcsuils rttslnlwrIMpwuy ra WY Typo Me, not.' p Name taint Rapp 1 v}hiele Pass Select tha staple. wMre this membleship tabby sold. kltgq L narr1Ics J Facd�ty ElynarnK, Permit Dynamics Department: Ca ring Category Ntnm Tax ,NaNE. This membership is won viewable. • YeS No This mempershlp lb a behplaeyhip Yes • No Speeity the a+aaeant proxided by Wu Sadw4nhip Fixed Percentage lkscount % discount Time -based memberships are some of the most fre cuftally iclrrmilaS er the re4ular rate: membership provides the Department with the ability to manage memberships that expire a set period after purchase. For example, a 1-year membership would expire one calendar year after the initial purchase. A 1-mo nth membership expires 1 calendar month after purchase. There is an unlimited number of configurations for this membership type, as shown below in the configuration screen, meaning the Department can provide memberships of many different durations to patrons, depending on their desire for short-term or long-term memberships. saleet the n-RA.1stdp temeen for thin rrtsreberehip Name ?L x Ti x 4� x Caldvrw Expber Canaan,. +ccess Golden POGO' t of o oeledod Add Anotho' S nom Specify the mamba's*. porchaea apiena Name Pb[n M Add Plret•N 0pWYt Daily Membership Daily Memberships work similar to the Visit Based Membership, with the exception that this membership is for a single, one-time visitation to the desired facility, park or center. In many systems, single entry passes to parks, centers, pools etc. are handled as a Point of Sale item, much the same way as a can of soda would be. While this option is available through the Platform, the Membership Dynamics module an alternative method to sell one time entry passes/memberships which provides greater controls and PUOlhe Membership Purchase Option Setup Name• q Visits Based (Ticketed form) ARK (PIS natty NS4S t Has Expraton Date Years 0 Months Days 0 • Time Based Years 1 MO,tns 0 • Days c Fixed Expiration Date 3/ten0ts Overnight unirntea MaxNgnt3 Must Purchase 10 visa Pistol Pass Skip overlap restnctton Cannot Change Effective Date Default Effective Date LZ Specify the early renewal mark (as number of days) 7 Temporary Expiration Days 0 Ai Use' J reporting. its has Configuring a Daily Membership provides several benefits over simply selling a POS item "membership" through the retail POS screen- as with other software applications. Daily Memberships as configured in the Platform will: 40 Appear on the Quick Panel screen to allow staff to sell the entry pass quickly and easily to one or multiple customers: Quick Panel +oases .we.,. . COM vs* + sveunno. O ep els tMr• r.no drop., aelnYnys leas, tromp WI Me Reds, a+M) rans mo no..s clods, Only) Tasey hone Tnr, are AC. .+Mel leer Allow staff to charge multiple different fees for the same pass- based on the customer who is entering (an example below shows an option of Non -Resident or Resident). Select a customer classification Resident Non -Resident Resident Senior Not for Profit Regular Link the Daily Entry membership to other memberships in the Platform for reporting purposes. This ensures that membership statistic reports will combine all options for a given membership, rather than making users search through the POS item reports to find "daily entry" items as with other systems. For example, the Department may sell a "General Membership" which gives customers access to certain parks. Customers can perhaps choose an annual membership, a 6-month membership and a daily entry pass depending on their needs. By selling the membership in the method shown above, as opposed to as a POS item, reports can be filtered as such: General Membership Usage Totals: 100 • Annual:50 • 6-Month:25 • Daily Entry: 25 This would be available in a single report- as opposed to staff needing to run both a membership and a 41 POS item sales report to get those totals. Fixed Expiration/Seasonal Membership Fixed expiration memberships can be assigned a date at which they are no longer valid, regardless of the purchase date. This is used for season passes such as student summer/winter holiday memberships and outdoor pool passes that typically expire as the summer comes to an end. Customer Account Creation - POS The Platform includes a comprehensive and extendable customer management capability that allows the Department to create customer accounts with variable and Department -defined customer attributes (introduce a custom field such as customer "Interests" that may be used to promote activities), along with hierarchies and relationships between accounts. This flexibility enables the Department to configure customer accounts to a high level of detail —and to apply account data more effectively for reporting, planning, and public outreach to increase participation resulting in a steep rise in revenue. When adding a customer profile for a new household or organization, the Platform generates and assigns a unique and permanent customer identification number (CIN). This number is then used throughout the system to track all transactions by that customer and used to check when there are specific business rules restricting a customer's transactions. The Platform's customer record can include many other attributes that are of added benefit to your department. These attributes can include additional personal information elements as well as customer -type classifications (e.g., senior, youth, veteran) that may be related to differing pricing for Department inventory. Overview of Customer Features • Customer details, which can include medical information, school district, and special needs • Dependents and their associated relationship such as spouse, child, stepchild, and aunt/uncle, all of which can be customized to meet your desires • Emergency contacts with a primary and secondary phone number • Customer flags indicating special status or circumstances as defined by your department • Custom fields that can be set up for your department's special requirements, such as preferred communication method • Autofill address fields based on address search results • Address validation and normalization to USPS standards • Customer account creation date along with their unique customer ID • Department -designated customer classifications (e.g., resident and non-resident, senior, military, or staff) that are then associated with that customer and can trigger the application of business rules every time they sign up for a program (e.g., automatically apply a different price for specific registrations, memberships) • Option to opt in/out of marketing communications • Duplicate account checks • Enforcement of strong passwords for online login credentials • Use of captcha to prevent automated bots • Recovery of passwords • Ability to suspend, hold, activate customer accounts Create an Account Staff can set up an account by capturing details including but not limited to name, address, email, phone number, option to tune in to marketing schemes and more. Custom data fields specific to your needs can be added as desired. A customer can also define dependents within their profile (household). The family account is created with a unique customer ID number and dependents may be directly associated with that family account —easily tracking both adults and dependents, including spouses, children, and other relationships within the system. The dependent records can have their 42 own email and phone numbers but are still tied to the master account identification number, aiding in the enforcement of business rules throughout the system. The system also provides the option to transfer dependents from one household to another. Edit Household Basks Details Emergency Contacts Payments Accounts Head of Household Demographics *First Name lotion *Last Name Date of SirtM1 Gender SINDHD RANJiT MON • DAY • VEAF • GENDER • Address cdearnddreas *Address (line 1) Address (line 2) 16 *City *State *Country *Zip WHITE PLAINS Nv USA 10603I805 Phone and Web Email *Primary Phone Secondary Phone Last Five of ID (9141 944-9445 Classification/Active Current Classification Regular Collect Root of Eligibility More Wee -peons Status • Active ii Suspend J Hold Lacked Web meow Expiration Date NEVER No additional Information is needed at this timeto prove -Pe customers eligbility for this classification. Vsaa NJIi Reiationshlp Add Dependent Customer Search and Duplicate Detection The implementation of Soundex phonetic checksum used here results in a 32-bit integer, helping to minimize impact on database performance. In some instances, there are two results. Results are stored as part of the customer record. When attempting to add a new customer a check is made comparing the new customer's last name checksum with existing checksums in the database. Additionally, this check returns records that have the same address, home phone number, date of birth, or email. These fields were chosen to represent the most common data that would match a given last name. (National Institute of Standards and Technology.) Address Standardization In order to fully implement duplicate checking, we have added address standardization. When adding a new customer (or editing an imported customer) the customer wizard will parse the address and return a corrected and standardized address with full ZIP+4 or an error message indicating the failure reason and allow the user to correct the address. Cases may exist where an address is too new to be verified, so we have an automatic override on the third try. Merge Customers Feature We understand the challenge of managing duplicate customers is not only time consuming but also results in inaccurate data management. The key aspect of our solution is first to prevent duplicate visitor accounts being created. As detailed previously in this response, the Platform features a comprehensive set of features designed to drastically minimize this occurrence, including: • Address pre -fill via Google (to avoid visitors mistyping their address) • Address verification by USPS (to verify and normalize the address, making sure it is both a real address, as well as turning "Street" to "St", "Lane" to "Ln" etc., prior to saving the visitor record • Duplicate algorithm that combines phonetic name matches, phone number, email, and address information for a comprehensive duplicate record detection process • Visitor account import process from your legacy system to the Platform that catches and flags potential duplicates for review by the Department prior to either importing, merging, or deleting- this minimizes pre-existing inaccurate visitor data being loaded into the new system However, even with the industry's most in-depth duplicate prevention methods available in the Platform, visitors still find 43 ways to make duplicate accounts. This can be for scenarios like someone registering with a new email and a work address/phone, spouses having an account each, or old visitor accounts that are forgotten, and new visitor accounts made with a fresh address and new email/phone. Other scenarios may also involve visitors intentionally registering for multiple accounts in an attempt to circumvent the Department's business rules and policies regarding visitor maximum stay lengths or other rules. To aid in the management and consolidation of duplicate visitor accounts, our solution provides a "Merge Customer" feature that handles duplicates with minimum effort. The Department staff may access the function based on your desired security level clearances. Typically, this function is reserved for central office personnel. Department staff performing the merge need to simply search for the Primary visitor account (the record that will become the "master" consolidated account) and all other visitor accounts which will be merged to it. As shown in the screenshot, the examples are merging three accounts- John Smith, Johnathan Smith, and Jon Smith, with the primary account. However, there is not a name -based restriction or other restrictions to this- it is possible to merge visitor accounts with non -matching names such as merging spouses into one account. Once a merge is performed, the visitor history of all the accounts is centralized into one master account including: • Current, past, and future reservations for day use facilities • Past transaction history from web, call center and field sales • Loyalty points and loyalty activity • Annual Passes and their usage/redemption • Tour passes and tickets history Effectively, the data sets that constitute the visitor's record in the Platform become centralized to the master account. The other accounts that were merged, are automatically deactivated as part of this process. In addition to the Merge function that is done manually by Department -approved staff, the system can also run batch checks for customer duplicates. For those matches where there is 100% certainty that the record is a duplicate, we can auto merge the record or provide the list to the Department to first confirm, prior to merging. In many cases it may not be possible to accurately determine if the record is a duplicate 100% or not, in such cases the customer will be marked for possible duplicate status. ERG! CUSTOMER .® * 44 Online Interface Activity Sign Up - Online Activities can also be searched by date, including filters for types of activities. The resulting list shows sessions schedules, any attendance restrictions, seats/spaces available, and date range signups can be made. Wait list functionality is a standard feature. Activities Search Horne Activities Search Search Text D aurecoer m:tl swim Day of the week 7 selected Category of Activity All Categories Instructor Place Month v All Places Starting On or After i2/07/2022 -1 I All Months Y Age Rnge All Ages Search Activities Pee Wee Paddler l (3-5 yrs.) possioe .. ,io e e = _ safely, blowing to_ ::. et and back, rnl ling from frcn_ reasonsflotation devices ma. > Hide 5v sessions - avaiable- eave parent willingly, be comfor-e : e ' - -e water, fallow directions and function eoilitV. Class emphasizes helping crr oren gain basic aquatic skills includi-oe'. nose submerged, submerging under watt. With assistancestucs -.s ee- r_.;-1-=.k to front, swimming using arms and legs on front and bac:.== - _-- -=sY on devices are used for all Pee Wee l classes at Audrey.,'__ _._ -____ Select Session Place Schedule Restrictions Seats Sign Up Sig Up 4EC-9NI1 Spring Hill Rec Center 01/02/2023- 02/20/2023 Mon :9:30AM - 10:00 AM 3 to5Years 5 11/01/2022to 01/30/2023 Sig Up 4EC.G8PK Spring Hill Rec Center 01/02/2023 - 01/25/2023 Mon Wed :4:35 PM - 5:05PM 3 to5Years 6 11/01/2022 to 01/25/2023 Select Session Place Schedule Restrictions Seats Sign Up Watt Lis Sign Up! 4EC.DGIX 4EC.DPI9 South Run Rec Center Lee District Rec Center 01/03/2023 - 01/26/2023 Tue Thu : 6:00 PM - 6:30 PM 01/03/2023 - 01/26/2023 Tue Thu : 6:20 PM - 6:50 PM 3 to 5 Years 3 to 5 Years None 11/01/2022 to 01/26/2023 i 11/01/2022 to 01/26/2023 Click to sign up or to be put on the wait list. Activity registrations can be made in the same shopping cart transaction as facility reservations. 45 Facility Rentals - Online Search In this single view the user can select the desired facility by time and date or change filters to view availability for other facilities by date, time, type and location. Place > Riverbend Park 9 Burke Lake Park OPark Info 0 mile, Not Available Q Nearby Places Sort Distance V Riverbend Park 1 B miles OPark Info Available 0 Riverbend Park Facilities Unit Type Status Picnics and Shelters Riverbend Park • Full Day Medium Shelter V Show Next Date Available Check Availability • Full Day Small Shelter v Show Next Date Available Check Availability School Field Trip School Field Trip • School Field Trip Reserve 0 School Field Trip 02/16/202 1 Night v Park List > Riverbend Park > School Field Trip Filter UNITS School Field Trip #VAM1 School Field Trip #VPM1 School Field Trip #NPM1 O[ FEBRUARY a THU FRI SAT SUN MON TUE WED 16 17 18 19 20 21 22 Merchandise Store - Online The website will have a merchandise store that can be set up to sell any merchandise items and it keeps track of the inventory, pricing, and shipping information. Any of those merchandise items can be included within the same shopping cart along with everything else that is sold online. Future enhancements include Guest payments for Merchandise to further streamline the process. Key features include: • Searching by item name, Department and Category • Discounts/Sale Items • Supports offering items exclusively online - an easy way to test consumer interest before stocking all locations • Matrix Items e.g. Size/Color for T Shirts • Configurable sales periods, discounts, Buy One Get One offers, bulk discounts and more 46 • Auto -calculated shipping charges based on visitor address and shipping location (in state/out of state) Merchandise Hume Meraiandise Saud.. Search Oeperhmnt Cetegonr 41 Departem All Calegales tok Pick-up your aeon -blandly I[a8 Premium Firewood $20.00 Selraprnp®eesnew -RAP- - Color- nnn In [ART R Lantern Sc 99 QV 1 APJ in IWIT Dan.tions Link SEARCH Ghr t-51105 and 51...Vs/lids Propane PortaIYEGHII Ticketing - Online Online customers are provided with various filter options to narrow down search results. Customers can choose the date they prefer and signup for the event. Sample screens below- HOMR Program & Tours Search Ca0e my of Acttvlty Waco AMUSEMENT TICKETS >< All Places Choose Date Search AcliVitdeS Carousel Rides Take a nde on an antique dassK or enjoy a spin on a modern wonder) What better way Is there to enjoy the afternoon with your kids than to take a ride on one of the Park Audhonty's carousels? Enjoy the sites and sounds of our ndes and let the rest attic. world fade away Into a blur. +ur r.usel offer th u .uraungand stationary seating, kids under two ride free with a paying adult.*5crodl to your desired dale ) I ae 2 sessions.rvaiiahlr. Select Sessdnll Place Schedule Restrir[iarts Seats Sign Up CR-11.00AM take Accotlnk Park CR•9:30AM C1emypontri Park Sat, 04/09/2022 9:30 AM•9:4q AM Sat, 04/09/202Z 4:30 AM- 9140 AM None 25 hone 15 03/3112022 to 0501:11/2022 03(31/2022 t0 05/01/2022 47 Home Activity Sign Up PLEASE MAKE SURE THAT YOU WO LPL0 LIKE TO MAKE TILE FOLLOWING RESERVATION Activity Details Name Carousel Rides • CR•9:30AM akace Clemyjontn park sehedul4 O4IC92022 • O4/W9r2022 Sat DIAP4f2D224'.39 PHI- 14OAM FY4et CIaaflRCatlen taowplea-Se select the numoer of seate151LIs that you wish to remerye. Adult 0 Youth 0 Senior 0 Please be prepared to prove your eligYhlllty for the ra classifications selected above when you arrlye to the event 48 Memberships - Online Depending on the membership type, City may configure additional data capture points such as customer's preferred community center, etc. Buy Passes INDICATE NAi11E OF PASS HOLDER HENRY DAVIES Add Dependent ANNUAL PASSES Ice Skate Book - Public Session Ice Skate Pass - Free Style Ice Skate Pass - Power Moves Racquetball Pass USAGE CLASSIFICATIONS* Regular DURATION OPTIONS Annual - 1 Person Pass- $669.06 EFFECTIVE DATE 112/09/2022 Select Preferred RECenter* All teat with *denotees required fields Add to Cart 49 Customer Account Creation - Online Visitors at any time during their experience on the website can login or update their account by clicking their account along the header of the page. Visitors can browse the site looking at locations and sites without having an account, but the account is required once they click to make a reservation. They can easily log in with their email or create an account and then proceed to make their reservation. Creating an account is fast and easy by only requiring the necessary information such as name, address, and email address. Additional fields are available, and the Department has the ability to make additional fields required such as age for certain activities. For example, there may be a tour or activity that is specific to certain ages, so when the visitor signs up for those activities, they will be required to add their date of birth to validate their age. Group Area - Basic -A #GC2 UNIT DETAIL Credentials Use Type Nightly Check -In 4:00 PM Check -Out 4:00 PM Max Occupancy 50 Max Vehicles 2 Pull -In Type Unknov EXISTING CUSTOMER In order to use this part of the reservation system, you must login. If you need to recover your account or change your password the new password will need to be a mix of upper & lower case characters, numbers and special characters to increase password security for your protection. Once you log in, you will be able to make and view reservations. You will also be able to modify or cancel your reservations. Email Address Email Address Password (case sensitive) Password (case sensitive) Forgot Password? Sign In NEW CUSTOMER You need to have an account to make reservations or make any other purchases online. Create Account Reserve Unit The New Customer Account screen makes it easy for customers online and for staff to create customer accounts — screen shot below. Configuration options include defining customer profile data fields that are mandatory for response versus optional. Likewise, first-time customers online can create an account as part of the reservation transaction. The system tracks all customer transactions and maintains a history as part of the account record. The profile and history data are maintained in the central data warehouse based on Department -defined archiving rules — US eDirect does not control the number of years for which history can be stored and available for reporting and analysis. 50 New Customer Home / A new Customer Account Once you have created an account, you will be able to use our system to make Bookings. General Information First Name Last Name Email Address Birth Date (mm/dd/yyyy) Middle Initial Phone Confirm Email Address Gender* i Select Gender Address Search Address Country USA Address (Line 1) Enter a location Address (Line 2) Password Settings Password Confirm Password Between 4 and 10 characters. 1t 10 Remaining Characters 10 Remaining Characters State* Alabama Postal Code/Zip* When you are done entering the required information, click the Create Account button below 1-Cancel Create Account Notification Dynamics Notification Dynamics, an engine that manages marketing messages and alerts, interacts with the customer's preferences and transaction database history to determine what communications to send and when to send them. Customer transactions of all types automatically update the customer's record. Adding new customers to the file is fast and easy online, in the Call Center, and for staff serving customers in person. Combined with the power of our Business Intelligence tools, Notification Dynamics empowers an all -new automated customer relationship management experience. 51 Patron Patron Browsing Behavior, ML Engine Patron Augmented Preferences Marketing SCHEDULE ENGINE Patron Transactions Notification Dynamics Our system uses customer preferences to target marketing messages. The system has the capability of storing customer -defined preferences, as well as preferences gleaned by customer browsing, and transaction and action history. The combination of these preferences is powerful in providing users with targeted opportunities to experience all that the Department has to offer. Customer profiles and transaction histories are available for the administration and efficient execution of timely marketing and communication initiatives ranging from general to finitely targeted customer segments for virtually any purpose including: • Cross -promotional initiatives • Promotional offers based on past program registrations, tour bookings etc. • Renewal reminders for passes, registrations, and loyalty point or discount expiry • Newsletters and announcements • Suggestions on other parks and/or programs and amenities that may be of interest • Customer satisfaction or surveys • Pre -visit information including reminders about required passes or reservable activities at the reservation location • Park closures, activity or event cancellations and postponements, and safety alerts Business Intelligence Business Dynamics puts critical information at Department fingertips with detailed reporting across all modules. Without the cost and wait -time of custom development, Business Dynamics delivers the data needed, formatted to your specifications, when you need it. Driven by the award -winning Tableau engine, Business Dynamics runs against a single data warehouse of all items, customers, and line -item transaction details to keep management up to date on what's working and what's not - critical Key Performance Indicators (KPIs), customer demographics, memberships, site and facility usage, activity and event participation, and much more. The granular and robust data warehouse provides access to the entire set of data without having to directly 52 access the production database. Even the most comprehensive reports are delivered quickly with no impact on production system performance. Reports can be scheduled for automatic delivery to defined users and they can be accessed on demand by authorized personnel. Data is refreshed a minimum of once a day. The strengths of Business Dynamics are depth, flexibility, and speed of data access. Data can be combined, cross-referenced, and compared across numerous modules, business areas, and time frames using fiscal or calendar years. Create and customize comparison reports, KPI summaries, financial statistics by business area, and countless other reports depending on business need or user role. Business Dynamics excels in processing even the largest amounts of data in near -real-time. The speed of data analysis using data warehousing is a key differentiator between the Platform's Business Intelligence solution and all other offerings. The following are additional key features: • Provides occupancy summaries by enterprise or to the unit level, by week, month, or year • Enables identification of underperforming reservable units • Occupancy and booking date analysis that provides insights about the effect of business rules on occupancy by location • Provides year-to-year comparisons of revenue generated, by hour, day, week, month, quarter, or year as well as by revenue department, location, revenue type • Relying on the latest information, you can alert customers of emergency situations using our Notification Dynamics solution • Enables storage of system and external data including Excel sheets, allowing parks to store and maintain all relevant data for future reporting and comparisons (such as weather, visitation attendance, third -party revenue, expenses from another system) • Provides availability to all POS data through the ad hoc reporting engine • Runs the Business Intelligence engine against a granular single data warehouse • Accesses the entire set of data using the Business Intelligence engine without having to directly access the production database • Delivers comprehensive reports quickly with no impact on production system performance • Provides the capability for reports to be scheduled for automatic delivery to defined users and accessible on demand by authorized personnel Bottom line, the reporting functionality we deliver is a "one -stop shop" supplying decision makers at all levels with data, consolidated from all system components, in a single, centralized data warehouse. 53 Admin module Module configurations are performed through the "Admin" module of application. The Admin module, and all sub -modules and features, is controlled via security right settings. For example, the following screenshot captures the menu of available configurations by Module: Each of these areas are specific to a set of modules and features which may not be used by the clients — for example the Facility Settings is used by clients who reserve shelters, fields, picnic sites, etc. through system Activity Setup Setting up a Class (Activity) The Activity Dynamics module enables the means to set up, manage, and sell activities from a centralized location and collect data that can be reported and analyzed for such as enrollment and attendance and revenue generated. Activities can be programs, classes, events, or drop -ins. The Activity Dynamics module is presented in a hierarchical way, such that actual ENTERPRISE SETTINGS COUPON SETTINGS BHP SETTINGS" PASS SETTINGS ACTIVITY SErnNGs FACLTTY SETTINGS the access - may or module the sessions are grouped by activities. • An activity can contain one or more sessions MERCHANORSE SETTINGS USERS AND TERMINALS FULFILLMENTS WEBSfE SETTINGS LOYALTY SETTINGS QUER • Activities define fees, prices, and additional information ExEcurioNTOOL (like Extras) that can apply to one or more of its sessions • A session cannot exist without a related activity REPORTS • Sessions define a schedule to provide the meeting times when the session will take place • Scheduling is an important part of the session, as it is the first step towards successfully collecting attendance information from the customers that sign up for the session. • Activities can have 1 of 3 statuses that will determine their availability to the customer: active, on hold, or suspended. SERVICE TASKS NOTIFICATION Camp, childcare, and other program registrations can also be performed through the Activity Dynamics registration module. Visitors can register in advance for camps, childcare and other programs through the web or in -person, as well as choosing the specific day they wish to attend or registering for each day camp in the schedule. Multiple activities and/or multiple attendees can be registered in a single transaction. Additional core features enabling the system to be configured to match the Department's policies and processes include the following: • Configure web visibility properties • Establish age limits or prerequisites for activities • Auto -create catalogue numbers or create your own • Establish a minimum and maximum class size • Set up single or recurring events with date exceptions • Control individual start / end time by week - day • Assign fees per day, per week, per session, scholarships etc. 54 • Easily customize extra fees • Establish different rates for different customer classifications • Assign fees to GL or job codes for integration with accounting • Easy and secure online enrollment • Confirmation email automatically sent to customer • Allows first - come first - served enrollment • Wait list management • Offer discounts for related customers • Change the payer on the fly and enable split -tendering among multiple payers for a single transaction • Validate a customer's age as of a specific date • Encrypt customer medical comments • Track attendance and no shows • Group offered activities by category or create your own custom groups • Specify activity details including the schedule, schedule exceptions, instructors, location, and gender • Quickly generate class lists for instructors • Attach documents • Print sign -in /sign -out sheets for attendance tracking Activity Creation The Platform's Activity Creation allows for creation, editing, and scheduling of activities all from one menu. • Activity Details: General activity information includes the following: o Name o Catalog ID o Category o Required Membership Type o Reminders o Activity Description o Adding and creating session times and dates • Fees o Establish the fees for the activity, including resident, non-resident, corporate fees, taxes, enrollment, per session, per week fee structures o Pricing can be set and managed at the activity category level rather than for each activity — for example five different crafts activities, each with the same fee — • Extras: Create and attach free or fee -based extras to an activity for example: o T Shirts o Lunch o Supply Costs • Other: Easily attach waiver forms and other necessary information. 55 Activity Viewer Class: Introduction to Yoga Total Session 0 Actively Status Onapproved Cancel ActNhy Approve Activity Activity Details Class Name• Introduction to Yoga Category. Fitness Required Membership None This activny accepts scholarship discounts Specify a reminder for youradnity Bring a yoga mat Amity Descnptan• Yoga Class Catalog ID Pride 9FF Filter None • Yes Otlwrad ness Attachment Sessions Show sessions ending Door alter al Sun D7mma Session Name Place Name Schedule •negated Fields Edit Session Create New Session ICreate Multiple Sessions I Session Creation Sessions for Activities are captured across three input screens — Session Details, Session Fees, and Session Schedule. Highlights include the following: • Granular configuration of schedule including Early Signup dates, flexibility in defining days when session is held • Establish Age Restrictions • Enable Wait List option • Minimum and Maximum seat restrictions • Define Questionnaire to capture additional information from customers during sign up • Session Notes that will appear as static text and a good way to convey more details about the session to customers Session Viewer Setup for Test ABC 1 Class test REcbang (OnHoldl: Session Status' Approve Session Cancel Session Session Details Session Fees Schedule Session Notes Questionnaire Location Region' Place' Facility Unit Schedule SeasoV Session Start Date' Session End Date' Early Sign Up Start Date'' Sign Up Start Date. Sign Up End Date Fee Structures Ohio Alpha park None Nothing selected Year Round 2/14/2019 7131/2019 2/14/2019 2/14/2019 5/31/2019 All None Weekdays I I Weekends I I M-W-F I Tu-Thu 1,Days S M T WTFS Start Time 04:45 PM QQ H 0 M 0 Schedule Description 2/14/201g - 7/31/2014 Every day : 11 00 AM - 1:00 PM X Delete Schedule + Edit Schedule 56 Different fee groups can be created for one activity if the sessions are going to have different prices associated to them. Alternately, the system also provides the option to define pricing at the Category level. This allows central management of pricing for all activities that fall under a specific Category. For e.g. a change to the price for all swim activities may be updated centrally at the category level of "Swim 2022." Depending on the configuration of the activity, per session, daily, weekly rates may be defined. Pricing in our system is determined by customer classification and usage classification. This allows the flexibility to define varying fee structures across different factors including resident/non-resident, weekday/night weekend day/night, business hours/after hours, youth/adult organization. Actirky Viewer Pmgram Program ArtrvflyoeaW Fee stoups ap Add Group Potho Ay Slats,. Approved Cancel Acilvihy Put on -hold Department. 33c301es Cakymy NOME Tax NOME Wes, easeoa3v^ 3 closoiOooliew neeuee101 Resular Person wee, a 1lisebety 117 • eli "De,. for eam eo amwe Add Cu010mer Glas0IFM0Don Fee0Groupo Q Fee Croup Atlas Early Slgnup days 0 uegrsa Fos P036 O.00 Web.- 6000 EJendN WwipW e The fees fm ihls acllIty wlll be charged every lme c YOm000005Mrin1D00000rane. Early Slgnup Discount 60 00 CRS 60A0 C' t X' mimFe e is es Sew. e.Undefined Show tees eh.. m oral. sun 0l4.04D19 Rale Efftt4ne date FrIce ▪ X • ■ Per Session Man 2/29,Ene HO ■-nerve Today Add Enrollment Fee Youth (4-12) 6 X v Corporate (5)*' + X Corporate 1 X Ii Adult * Default for Customers ** Default for Organizations x X Add Customer Classification IV; Usage Classification SignUp Required (only apply for Web and CRS) Facility Setup Through the Facility Settings option in the Admin module, City staff can configure facility rental units to meet the agency's needs. Extras can be added to capture additional information from the customer at the time of booking. 57 Edkt Unit WOW' BuF•re Lake Amphitheater Short Name AMP Order by 30 Web Elias w}IeA>lppdpllldwa a Cl REITIarkE 1211i wages Unit Type Blake Lake.Arnceithaaler Definition Qtraner How 0Aa1 TlIYhF9 Unit Location Is Sub Untt AC:ess Cade Q I s A[AA Is RV Is Tent Vehicle Length 0 .+ Is Web Viewable Map Usage Image Type - Select One - Mdiow Web Booking Booking Start Tirne 06 00 AF 0 Booking End Time 00.30 PF 0 Image Width 0 Image Height 0 Fonl Size o Fee Structures The Platform provides flexibility for administrative staff to configure prices and unit types to accommodate peak demand seasons, days, and/or times, as specified by the Agency. Authorized staff can set various pricing schedules by date, customer classification and usage classification types. Fee schedules are bounded by start and end dates, which may be set as narrowly as a day or as broadly as multiple years, and they are associated with the unit type to which they apply. Pricing schedules can be defined either on an enterprise basis where all prices apply across all facilities or, more typically, individually on a location -by -location basis. When defining a location -based rate, the user can specify the region, place/park, and facility for which the price applies, as shown below. This screen also allows for the assignment of general information to the pricing schedule, including the department, category, and tax settings/rates to which any transactions for that unit type are assigned. The configurable pricing option allows staff to not only manage rates based on customer type and weekday/weekend, but also based on criteria such as season or holiday date. FACIUIYSE I1NGS/UNRPRICECGNFIGURATNIN Fee Schedules l.Add New) Uniliype oll01111•1ll31133 Unirryye Rale and Prks • Fnlerprise Reles and Prices Location Speck Pales and Prltee ReRlm New. Places Select One Feg. Not, selected Baca[ nq SaIMaMay.. 58 Price for QA Testing Price R. Price - 1 Jan to 31 Dec Pricing type: Per Per5011 liequll Regule Ask Unit Price PerPerson Unit Pr1002 Pei Per5On Unit Price overrides Per Person Weekdays Weekends + $ to $ 1a M Youth/Child S ].s S 7.s K Infant So So K Add PCI Person Classificatbn — Concessionaire Regular Add Customet Classification Integrated with Other Modules The Platform is a fully integrated enterprise solution. The facility reservation module is integrated with all other modules. As an example, when setting up an activity, the system allows the designation of a facility unit (conference hall, recreational center etc.) to indicate the location where the activity will be held. The setup includes a hierarchal facility tree structure where the Region (the highest level in the tree structure), Place (park name/location) are to be selected. Screenshot provided below. The system then ensures that no conflict of schedule for that particular facility unit reservation occurs preventing double bookings. Session Viewer Setup for'2'.00 PM Prairie and Bison Tour Event Blue Mounds: Prairie and Bison Tour Opp -ay Session Details Location Region Place session pees Southern W hitewater State Park Schedule Facility Day Use Facility None Hut Schedule season" Session Stan. Date^ Summer 10/09/2021 Session End Date° Aa Session Status Approved Put on -hold Session Notes QIestk All None Weekdays Weekends lays S M T W T Start Ttme M-W-F 00:30 AN 0 H Schedule neseripiion 10/09/2021- O5/31/2022 Evely day'. 2'00 PM - 3:00 PM Merchandise Setup HQ Items Core functionality enables authorized staff to manage new products and changes for existing products by Department 59 location. To ensure continuity of data for accurate reporting across the enterprise, a central master inventory list is maintained in our "Headquarters" (HQ) item module, which includes all items available to sold at any Department location. All items are created in HQ and then pushed down to the applicable locations for sale. This eliminates the chance of the same item being in different stores under different descriptions and item codes as would happen without central control. Using Headquarters, authorized staff assign a specific item to a store or multiple stores as needed, when an is created or at any point in time after. A store manager can control assoitments simply by making a request to person(s) authorized to manage HQ that an item be added to the store's assoitment. Store managers may request a new item be added to the master list and included in his/her store's assoitrnent. Authorized store may also "inactivate" items from their store list if needed. Select Stores to Upload Select Stores Search Stores ,i Alpha w Call Center Alpha .r Hocking Hills State Park .r Middle Bass Island State Park Store Items This tab enables the administrator to update item information at different stores. It allows the user to: • Cluster similar items together (Matrix) • Update/edit items • Update inventory • View inventory history • Create aliases • Create modifiers • Place items on sale • Create combos The following sub -sections guide you through the process of executing the topics mentioned above Accessing Store Items To access Store Items, click Merchandise Settings > Store Items tab. be store may item the staff 60 Updating/Editing Items Editing an item at the store level allows the user to bring in the flexibility of customizing and managing a particular item at the store level. Edit Store Item Detail. Web Custom Nelda Vendor Detail Description Bag Extended Description Item Lookup Code BAG Department Store Resale and Souvenirs Category Souvenirs Tex State Sales Location Main Office Subdescdption 1 - Subdescriptlon 2 - Subdescriptlon 3 price. 20.00 Security Level 0 Bin Location Is Inventory Item v. Is Matrix Reminders Cost. 15.ODBD Tab-Notab selected - Vendor: Unspecified Is Combo Item Print Duplicate Receipt 1101-1 in Store -1 QOH In Location -1 Committed Qty 0 Avg Cost 0 Profit Margin 25.00 % Tax Holiday. D Order by 0 Re -Order Point Is Non -Discountable Item Ckise Moddie A lase Update Inventory View Inventory History Inactivate Item Eli CM 61 Technical Information US eDirect will provide the Department a fully hosted, browser -based solution, with all data hosted via our cloud services provider, Amazon Web Services (AWS), the industry leader in cloud architecture and storage. This solution provides the Department with the most reliable system solution, ensuring both system availability/uptime, as well as established disaster recovery/business continuity procedures. As this is a fully hosted solution, it also removes the workload on Department IT resources as you will not need to maintain servers or local databases. Through our hosting services, we provide for system performance monitoring, as well as a highly scalable, load -balancing setup that ensures we can maintain a high level of system performance even during heavy load periods. Our load balancing, scalable architecture, and monitoring services provide you with the capability to handle your peak volume periods —scaling to address your demand while maintaining high processing speeds and response times. Amazon Web Services Amazon Web Services guarantees systems that are hosted in world -class, highly secure data centers, with a minimum of two availability zones per region to help meet local compliance and security demands. They use state-of-the-art electronic surveillance and multifactor access control systems Amazon's data centers are staffed 24 x 7 with trained security guards, and access is authorized strictly on a least privileged basis. Environmental systems are designed to minimize the impact of disruptions to operations. Not only are these applications and data protected by highly secure facilities and infrastructure; they are also protected by extensive network and security monitoring systems. This hosting architecture ensures the least amount of costs and maintenance as there is no need to maintain localized servers on premises or in a central office location. The architecture of AWS follows all industry guidelines for security and provides for full disaster recovery procedures. The Disaster Recovery (DR) site will be in a separate availability zone. All services are routed through the same data center and storage region and are never transmitted or located in any other data center. Snapshots of the application and public -facing web services are created on a regular basis Amazon EC2 storage is used as the destination for snapshots, which will be located in AWS S3 (Amazon Web Services Simple Storage Solution). If a disaster scenario were to occur, EC2 instances would be created in the Disaster Recovery, or secondary availability zone to ensure a swift recovery of service. 62 US eDirect Network Diagram CI AWS Ffewall Security roues US eDirect Inc. Network Diagram AWS Date:06/01/2018 Rev: 1 A AWS Fire Security Groups Load Balancer & WAF DMZ/Edge Subnet AW5 Elastic Lad ealancer WAF DUO Two Facior_' USeDirect-AZ1 & USeDirect-AZ2 Mgmt Subnet DC Primary DC Seconda /USeDirect-AZl-Web & USeDirect-AZ2- Web App Servers 172.32:8.84 S Firewall ecurity Groups EC2 — Webi EC2 — Web2J i AWS Firewall Security Groups CDE BuYi NAT Secured as 12 Connection P. ent Processor Authorize. net TSFS first Data etc. The AWS Virtual Private Cloud (VPC) service provides basic network security to the environment by creating private subnets within a VPC dedicated to the Department. A separate VPC provides segmentation from other customers. Perimeter Security US eDirect leverages the following perimeter security solutions provided by AWS: • CloudFront —Content delivery network services provide key caching functions to mitigate against legitimate surges in traffic. CloudFront also provides additional performance by accelerating and compressing content. • Shield — Distributed Denial of Service (DDoS) attacks have become more prevalent over the last five years and have caused significant disruptions and negative revenue impact, mainly in the financial, government, travel industries. US eDirect uses AWS Shield to combat these attacks and keep systems operational. • Web Application Firewall (WAF) - To further mitigate the application vulnerability footprint, US eDirect uses the AWS Web Application Firewall (WAF) to identify various forms of web attacks such as cross site scripting (XSS) and SQL injection (SQLi). Application Security and Data Sensitivity Classification (PHI and PII) Secure coding practices are instilled within our application development teams. While writing secure code from the beginning is paramount, it is also important to ensure and validate these practices through the use of both dynamic (in runtime) and static (scans source code) application scanning To further reduce the vulnerability footprint, US eDirect utilizes the AWS Web Application Firewall (WAF) to identify various forms of web attacks such as cross site scripting (XSS) and SQL injection (SQLi). 63 In regard to sensitive data, customer data is stored in an encrypted format. Even when data is transmitted, it is encrypted. By design, and also as part of our PCI Compliance, our solution does not ask for data of high or medium sensitivity. Any stored data will be of low sensitivity. Customers are not required to enter Personally Identifiable Information (PII). Customer data that has not been used for a specified number of years is obfuscated by a daily procedure that retains the reservation information and eliminates personal information. Sensitive credit card data is handled as per the PCI compliance standards. Credit card numbers (PAN) are never stored in the Platform's system. Refunds and cancellations are processed through the use of Tokenization. For certain restricted services, especially to minors, some agencies require the collection of Date of birth, medical conditions, and emergency contacts and school information. Driver's licenses, social security and credit card information are never stored in the system. This information is stored and processed in compliance with HIPAA and any specific localized government statutes. Intrusion management US eDirect uses the most up-to-date intrusion and malware protection to guard against malicious attacks. The primary methods used are the following: • Armor Intrusion Detection System that includes TrendMicro protection • Malwarebytes • AWS GuardDuty An established protocol exists for warning and elimination of unwarranted elements when found. These services are monitored by US eDirect's Security Team, which uses industry leading tools in Security and Intrusion Detection Systems (IDS). The tools used include Armor which is a full Security Service that has 24/7 active security monitoring of all systems. If any incidents are identified by the Security Team the Incident Response Plan is enacted. Monitoring and Reporting US eDirect monitors the applications for unauthorized information process activities, record events, and documents circumstances around anomalies. US eDirect monitors data communications infrastructure and all centrally supported systems, services, and applications to meet operational objectives and to maintain a secure environment. Monitoring is a key feature of US eDirect's system as the monitoring covers a vast array of metrics from individual query optimizations to simple metrics such as server CPU utilization, network bandwidth, type of browsers being used, etc. This allows us to optimize and maintain our systems using real-time data rather than using a process of fixed -time procedures to run maintenance. The use of modern monitoring tools and the latest cloud infrastructure allows us to mitigate any application downtime, and accurately plan and predict the performance of our application systems. Using our methodologies, we are able to forestall issues well before they cause major problems. For example, data showing that a particular function is taking longer to process may be analyzed at the query level from the Application Performance Management (APM) monitor to look at code - level interactions. All aspects of the system are monitored and logged, and our systems maintain Payment Card Industry (PCI) compliance standards. This data -centric approach has helped us improve the consistency and performance of our system while keeping it highly secure. The overall monitoring approach is a set of tools that lets us monitor a variety of aspects of the system at a micro level of operation. This data is used for analysis and decision making, as well as driving action towards continuous improvement. Appropriate teams use this data to make recommendations to the system manager and product manager, which are subsequently entered into the development pipeline and released into production. Improvements are then measured, and the monitoring and improvement cycle renews again. Host Hardening To ensure optimal performance and security, US eDirect uses AWS Trusted Advisor. AWS Trusted Advisor provides tips and suggestions on how to harden various services based on use and configuration and on how to optimize the performance of various services. In addition, US eDirect has been deploying solutions for 20 years. Through our experience and time - tested deployments, we have established baselines meeting or exceeding common compliance requirements. Encryption All of US eDirect's web services uses TLS (formerly SSL) to transfer data. All data stored on US eDirect systems that 64 contain personal information is encrypted automatically using Advanced Encryption Standard (AES) 256, a secure symmetric -key encryption standard using 256-bit encryption keys. All communication from clients to the Platform's servers is inbound on port 443 only (HTTPS). TLS encryption is enabled by default for client -server, and server -side payloads and data transfers (in -transit). Encryption mechanisms match or exceed PCI compliant standards. In offline mode, sensitive data stored locally on POS devices will be encrypted using the web crypto API found in all modern browsers. Support & Maintenance Help Desk US eDirect provides maintenance and support, which includes identifying and developing standard maintenance requirements, updates, patches and repairs, correction of application defects, system tuning, performing modifications, content changes, and technical support. The Maintenance and Support is performed to achieve optimal system performance. The installed system will not be supplemented, modified, or altered without the Department's prior approval. US eDirect will advise the Department of any material programming errors that are attributable to the US eDirect within the noted time periods based upon classification. The Department and US eDirect will evaluate any issues to determine an acceptable time frame for resolution. The Department will notify US eDirect, either orally or in writing, of a problem with the software and provide sufficient information to identify the problem. • Technical support is available to the Department for year-round coverage, 24 hours/day, and 7 days/week for reporting problems. • Technical support requests are answered 24/7 via a toll -free number or via email. Live support is provided during our core working hours, 7:00 a.m. — 11:00 p.m. (EST) Sunday - Saturday. • After-hours support for system down issues is provided 24 hours a day, 7 days a week, 365 days a year and is voicemail based. After-hours callers can leave a message, which is automatically forwarded to our after-hours support group. To deal efficiently with multiple problems by Department staff or their customers, a problem ticket is created for each problem and one of the three priority codes is assigned: • Level 1: Major Impact - Directly causing a total loss of the Department's ability to use the system and impacting the customer's ability to reserve a facility or purchase in the field. • Level 2: Significant Impact - Directly reducing several features of the system. • Level 3: No Immediate Impact - Causing only inconvenience to the Department and may include scheduled network changes to Offeror's network architecture. Target maximum times for response for each level are as follows: • Level 1: As soon as possible, targeting a response time of one hour (during normal business hours) or three hours (during non -business hours) from initial notification to the Offeror by the Department. • Level 2: 24 hours • Level 3: 3 days Help Desk Tracking We record and track all Help Desk issues using the workflow application, Autotask. All reported issues are recorded in Autotask, with a unique ticket number that can be used by Department staff to track the process and resolution of their 65 ticket. Using Autotask's built in SLAs, tickets are automatically escalated based on the issue type and severity. Tickets can be escalated with priority at the discretion of our support manager for more critical or time sensitive issues. This also allows us to track trending support issues, such as calls from multiple locations with similar symptoms/issues, and proactively bring these up to the Department during our weekly calls to discuss issue resolutions including bug fixes, training/refreshers, and other approaches. The management tools offered by Autotask not only help US eDirect to turn insights into actions, but document what is working well so that resources are not wasted fixing what is not broken or reinventing the wheel. Professional services automation is in the Autotask PSA name and remains the chief goal of the system. Implementation Plan The US eDirect Project Plan is the roadmap that we follow to implement the Platform. The planning methodology is based on the techniques and principles of Project Management Body of Knowledge (PMBOK). We supplement the PMBOK approach with our own processes to leverage our solution most effectively and best meet the needs of our clients. The implementation plan is supplemented by several supporting plans. The Implementation Plan will be delivered during Project Kickoff and the supporting plans will be delivered within the first week thereafter. In that time US eDirect will involve your team to help form the supporting plans. The foundation for the Department project's success is a strong and disciplined project management approach, with oversight and input from an experienced contractor team who fosters responsive communication, collaborative planning, and dedication to customer service throughout the life of the project. Controls for scope, schedule, risks, and issues along with performance standards and acceptance criteria allow the Department and US eDirect to have a shared understanding of the project's progress. The US eDirect Team understands that the key to this project's success is to put the right people in the right job to work with all Department stakeholders. This statement is the cornerstone of our philosophy for managing projects. Our approach maintains clear lines of responsibility and gives the project manager the authority and ability to make decisions. The professional execution of our Project Management Methodology (PMM) provides consistency in performance across the life of the program and establishes the processes, plans, and tools to address each of the PMBOK knowledge areas. We continually improve our successful processes, meticulous controls, and frequent communication with our customers. Our PMM promotes open and transparent management that enables the Department to effectively control and manage the project. With our PMM, we will deliver the Department's requirements on time and within budget. PROJECT MANAGEMENT METHODOLOGY PROJECT MANAGEMENT Contract Award Preparatory Work Kick -Off Meeting Update Project Schedule Weekly and Monthly Status Reporting Acceptance of Deliverables FUNCTIONAL: Analysis System Sandbox Detailed Discovery Gap Analysis System Requirements Specification Requirements Traceability Matrix Acceptance of Deliverables 66 FUNCTIONAL: Design Update System Sandbox Design validation in System Sandbox System Design Specification Detailed System Design Specification Acceptance of Deliverables FUNCTIONAL: Modification and Testing Development and Test Environments Development of customizations Master Test Plan Testing Master Test Plan Results Defects Tracking Log Acceptance of Deliverables DATA MIGRATION Data Conversion Plan Pre -Conversion Testing Pre -Conversion Test Results Data Conversion Data Conversion Test Results Data Migration/Import Acceptance of Deliverables DEPLOYMENT: Training Training Plan Training Schedule Training Materials Training Environment User Manual Deliver Training Training Performance Support Acceptance of Deliverables DEPLOYMENT: Implementation Implementation Plan Infrastructure Setup Establish Help Desk Implementation Certification DEPLOYMENT: System Acceptance Acceptance of Deliverables UAT Acceptance — System Readiness Signoff OPERATIONS Acceptance Period Begins Business Resumption Plan Server Logs Application Defects Report Performance Report Detailed Escalation and Resolution Plan Help Desk — Log, Procedure Manual and Reports Call Center— Procedure Manual and Reports Collection and Remittance of Revenue Acceptance of Deliverables Performance against Service Standards Our Implementation Plan is grouped into workstreams. Each workstream has deliverables, goals, roles and responsibilities that are clearly defined for everyone involved. Our staff will manage the inputs and outputs throughout the implementation and transition to post Go -Live with a focus on open communication lines. 67 The workstreams are not sequential as different workstreams can be concurrently active. The workstreams for this project are: • Project Management • Functional — Analysis — Design — Modification & Testing • Data Migration • Deployment • Operations High-level sample project work breakdown structure: FTDPKT Management saw. ;R PoOakdale Pan l Pe Mat wm Slam rvotia,.i Key: (D) - Deliverable (A). US eDirect activity (•) - Develop document in Implementation phase gr•MDm D,.. Psraoon w« Owvail.■«nJ Moor Ilmallo SW COq) Came or..�rw .w.�w Vddadot •PTOIOl Casodo• too Deploontot T.. Tait uT Doom WT Doessmat Oil Carr W Otoomostin Tomo Toro s Swoop °`PasiDI O.IM Ilsolsoat •r'MlrS Golan OD LTA taNyb.�A�yq�payr�� Dot Torolko Osseo Lao (O1 Project Management The first step in our service transition process will be to set up a foundation of organization and planning in close collaboration with the Department. The Project Management workstream is the overarching methodology that guides the project from initial planning through final implementation and acceptance sign - off. It is a collaborative process detailing all elements required to ensure project success including: — Definition of the primary project team members from both US eDirect and the Department 68 — Identification of the project stakeholders — How we communicate with one another, including frequency of meetings and communication channels — The project's critical path and respective milestones — Responsibility and accountability assignments for tasks associated with each milestone — How change to the project will be managed — Risk assessment and mitigation management A comprehensive project plan will be presented to and finalized with the Department that will set out the tasks, milestones, deliverables, and responsibilities from US eDirect and from the Department. The Project Schedule included in the plan will provide the baseline schedule for the successful launch of the system, including but not limited to the website and field system. Functional Workstream The Functional Workstream ensures that we completely understand each functional requirement in the context of the Department's operations and that the Department's team understands how our system meets each requirement. This workstream also enables discovery and consideration by the Department's team of additional Platform features and functions 1 / 'I 1 I that can potentially add value through streamlined processes, enhanced user experience for employees and/or patrons, and business management strategies. L$S eDirect e:titriti[S AndIy., Requirements Traceability Matrix Gap Analysis SyStern Requirements Specification Requirements Tra cea bi f ity Matrix System Sandbox Detailed Discovery Infrastructure Assessment The key deliverable of the Functional workstream is the Requirements Traceability Matrix (RTM). The RTM ensures that PM, users, trainers, and support personnel from the Department and US eDirect have a common interpretation and understanding of the project's functional deliverables. It also ensures that any modifications that may be desired are fully documented. Gap List Any requirements not met with out -of -the -box features and functions will populate a document called a Gap List. Together, we will go through and prioritize the Gap List to decide what requirements are necessary at Go -Live versus those that can be addressed at a future time. The requirements validation process may also reveal requirements no longer needed. Development The US eDirect development team will take an Agile approach to development as may be required, during which the Department will have a high level of visibility and input. Throughout this phase, the Department will be kept up to date on progress with status reports presented at a minimum of once a week. With any required development finished, the entire system will go through complete testing by US eDirect, including regression testing. At the conclusion of this testing the system will be ready for release to the Department for testing. 69 Requirements Validation A sandbox instance of our system is setup with a basic configuration that follows your requirements. We now refer back to the RTM, going through each requirement as we execute the action or demonstrate the capability detailed in the requirement. Functional Testing Functional testing by trained Department personnel is the final step of requirements validation. A full test plan and test scripts will be supplied to assist your staff in testing each requirement. Data Workstream While the requirements work of the Functional Workstream is going on, our data migration staff work closely with your technical staff to bring the from your old system into the new system. Data Discovery Our data experts will look at your data, learn how your database is set up, the condition of the data and how it coincides with the Platform's data fields. After careful consideration of the data in its current state and the challenges and identified risks of transforming the data into its future state, our staff will, in close collaboration with your experts, create a Data Migration Plan. Migrate Static Data Migrate Dynamic Data Update Changes to Dynamic Data Final Update to Dynamic Data Shut Down Existing System li will data You will then be provided Excel -formatted data templates for the extracted legacy data to be deposited to. These templates will include sample data to illustrate how the data should be formatted. You will also be sent a Data Dictionary - a separate file that defines each field in the templates and details how they are to be formatted. A US eDirect SME will conduct a Data Workshop for Department staff to help them fully understand the templates, the Data Dictionary and all activities related to Data Transfer. If there are issues with the legacy data provided in the Excel templates, we will provide feedback for adjustments so that the data can be accurately imported into the new Platform database. Static Data and Dynamic Data For the purposes that we are interested in, there are two types of data: • Static Data - data that rarely changes such as a store's location or the amenities at a facility • Dynamic Data - data that can change frequently, e.g., a customer's gift card balance Because Static Data rarely changes it is imported into the future system first. It will be tested and validated for accuracy. If any problems arise, adjustments are made and the process repeats. It is this Static Data that will be used in the sandbox along with a small amount of fictional Dynamic Data to validate the requirements defined in the Functional Workstream. After the Static Data has been proven to be successfully uploaded into the new system, we will take a fresh extract of the Dynamic Data, upload that and apply the same validation process. Once this has been completed successfully the data migration activities are put on hold until just before Go -Live. 70 Deployment Workstream Customized Training Plan We deliver training and training materials customized to your requirements and processes. Development of the curriculum and documentation is a collaborative process that begins in the discovery phase of our project methodology. Sessions and content are delivered for each user level in the head office, in the field, and in the call center. Post -implementation, a training environment using your data and system configurations is available 24/7/365 in a secure, browser -based environment. Training videos are available online. The quality of our training is evidenced by results showing that of a group of 700 end -users trained, fewer than 5% required follow-up training. US eDirect's training plans are tailored to each new implementation of our Platform and coordinated with our clients to ensure they meet the objectives and needs of the organization and its stakeholders. This ensures that we provide the most focused, efficient, and retainable software training to each new client's user groups. During the project, US eDirect's project team collects information about your operations and business processes with the goal of understanding the organization's objectives for training, including the following: • The functional scope of work for the implementation • The business areas impacted by the implementation • Key user groups and roles • Key user's proficiency with software systems, and experience with the legacy systems • Department terminology and business processes and use case examples to compare old methods and terms with those used in the legacy system for effective knowledge transfer • The most suitable locations for delivery of training • Training approaches to be applied for different user groups. US eDirect's goal is to deliver a high -quality training experience that will: — Familiarize end -users, using a just -in -time training approach, with the functions and features of the new system to enable them to easily navigate through normal day-to-day scenarios, and to perform their responsibilities and duties effectively and efficiently. • Assess the competency level of trainees and the overall effectiveness of training delivery • Provide a dedicated training environment supported by relevant and timely reference documentation and training materials for the Department to use as needed, for example, accessed through an internal training portal or supplied on hardware systems installed by US eDirect • Be deployable for future training sessions, training refreshers, and training performance support services over the term of the contract End User Training Training and knowledge transfer will be first given to the BOR SMEs chosen to teach the end users with the Train -the -Trainer technique. The future trainers will be divided up by roles, e.g. field staff, system administrators, finance staff. Our training sessions will be catered to the roles so that future trainers for field staff don't need to sit through the instruction on finance, for example. The sessions can be delivered via 71 webinar or with US eDirect staff conducting them in -person at locations determined in collaboration with BOR. r • Agency business rules • in depth knowledge • Agency operating • Deployed to meet context agency needs • Administrative users • Park operations • Seasonal Tailored end user training , • Deployed close to go- • Effective approach for • Demonstration of live end -users system features • Supported by ongoing • Local delivery • Practical hands-on use access to training of testing environment environment • Training manuals In person training Instructor -led and hands-on • Agency business processes • Agency context • Refreshers CaII center training i • Agendas • Hand -son guides • Training Manuals Training Schedule US eDirect develops a draft Training Schedule as part of the Training Plan that is reviewed and updated each week in the lead -up to training delivery, and as the training materials are developed in conjunction with the training curricula. This enables US eDirect to continue planning for training sessions, including finalizing curricula and duration of training sessions, booking venues, supplying workstations for hands-on training, and preparing the training materials. Planning progress is monitoring updated by the US eDirect project manager in the Weekly Status Report and at Meeting, prior to submission of the Training Schedule deliverable. Training Materials US eDirect has developed a suite of training materials that can be adapted and used to support the delivery of various training types. For instructor -led training sessions, US eDirect typically prepares and delivers the following: • A slide deck or presentation used by the instructor as a framework for training delivery, including speaking notes (this can also be used by BOR staff delivering training outside of the formal training sessions) • A training agenda and hands-on guide containing practical exercises participants will perform during the training session • A Training Manual for the applications or modules, including any customizations unique to the Department solution. Prior to training, US eDirect's project team develops the training materials for the Department's solution and provides these to the Department for review and approval prior to training delivery. 72 Training materials are supplied in printed and electronic format to enable the Department to publish and distribute materials through internal channels. Materials are updated throughout the term of the contract to incorporate software updates and any new features or functionality. Training Delivery US eDirect will deliver remote/webinar targeted training for each identified user group at key times prior to the implementation of the solution. Our experience suggests a just -in -time' approach to scheduling of training delivers the best outcomes by ensuring users can retain and apply the skills they acquire during the training program. A key consideration for delivery of training is to provide for evaluation of training sessions and feedback to the Department. Evaluation may include: • Using competency assessment tools or tests during training delivery to assess the effectiveness of training • Measuring training attendance rates • Developing a training evaluation form to capture feedback from trainees • Performing periodic training health check evaluations using survey mechanisms to capture feedback from users who previously completed training. User Acceptance Testing (UAT) UAT is the last round of testing before Go -Live. Static and Dynamic Data will be loaded into the system to validate that the look, feel and operation of the future system, including the POS interface, website, and reporting environment, are ready to go live. UAT will take place in a safe, UAT/Pre-Production system instance. Test plans based on Department scenarios will be provided. The testers will be chosen from the actual end users who will interact daily with the system. Cashiers will test with the actual hardware setups that they will be using during production. System administrators and finance staff will also perform their day-to-day system activities. Go Live Checklist Tasks / Cutover Process The most important step in the process is to ensure the data in the new system is entirely in sync and current with the outgoing system. At this point, the dynamic data (customer accounts) that was imported to the new system during the Data workstream will not reflect the dynamic data of the old system. After the dynamic data was taken from the old system and imported into the new system, the old system continued to take transactions. 73 Cutover Timeline (.fig Live t>C[k[kst Go Live Legacy 'Dynamic Data FIr137. Cotover Star led Chtnaftlf� System Reteivel1 Payment Cons nunicattr�ns Data 1111 bk,lacIt From l Cient Gateway Plan ETMC1 d R` ..• Updated Test tcch..pc y Completed 1 . Pay -7 iNey Cats Center Operations Day n Go -Live Once the most current dynamic data has been imported and validated and the other Checklist tasks are completed, the future system is switched on to the public. Operations Post Go -Live Activities Now that the system is live, system monitoring and US eDirect Support is activated. In addition to a US eDirect representative being with you in the days before and after Go -Live, we will have extra support staff standing by to further reduce confusion and be ready to assist however needed. If there are features that still need implementation, either because the Department and US eDirect decided to take a multi- phase approach to rollout, or because a few items in the Gap List were deemed necessary but not immediately at Go -Live, the implementation project stage continues to fulfill these requirements. Training The US eDirect training programs leverage our years of experience working with public entities. We regard training as a determinant of successful transition and as such we adopt a comprehensive approach whereby, we invest in a range of training activities, documentation, and tools to accomplish the end goal: the Department's users, at all levels from Field to Central Office, are competent and confident in the usage of the Platform, both before you go live, and throughout the entire term of the contract. Our goal is to provide a system and a set of tools that enable the Department to internally manage the system operations as much as possible. We recognize that effective training is required to ensure effective use. The Platform is designed for maximum ease of use, and end users normally learn system features and functionality quickly through hands-on, instructor -led training delivered by US eDirect's in-house (not third party) Training staff. We want to promote knowledge transfer from us to the Department and therefore deliver train -the - trainer programs whereby "super -users" are created in the Department team. We provide a comprehensive training curriculum that includes evaluations to ensure users are confident in the system. Our team is highly competent at upskilling Department staff and other users in the Platform, and we draw on a wealth of experience in project implementations to facilitate knowledge transfer throughout the term of the contract. Our Department training includes the following: • A team of US eDirect trainers who have the knowledge of our system and are experienced in delivering training to different agencies. 74 • A dedicated training environment using production data for hands-on training, maintained with current system data and functionality mirroring production. • Training materials and training delivery that incorporates Department operating context including Department - specific policies and business rules. A collaborative approach is taken with Department staff to ensure the customized guides contain information specific to how the Department will use the system, with no information or business processes/policies that do not match to the Department's usage of the system. • "Train -the -Trainer" program to assist as appropriate with initial and ongoing training • Training sessions tailored to the specific needs of the end user group. For example, our training program for Administrative users is more in-depth regarding system configurations, as compared with operational staff which focuses more on day-to-day Field level processes. • Preparation of all training courses, material, and aids to a level and format consistent with the knowledge, skills, and abilities of the training participants • Quarterly training opportunities to Department employees via webinars • Training for all aspects of reporting including query implementation, scheduling reports, and ad hoc reporting in our business intelligence solution. • Delivery of training for end users as close as possible to go -live. In our experience, timing of training delivery is important for successful transition, and this is best delivered as close as possible to go -live so that end users put their training into action. We will work with the Department to determine the rollout schedule as part of the final project planning. • Training sessions include a combination of instructor -led and hands-on training. US eDirect's trainers will demonstrate and discuss the features of the system following our proven sequencing of steps to learn our system. This is complemented by hands-on sessions allowing trainees to use the software in a testing environment and perform the functions that were demonstrated by the trainer. We will provide training manuals as part of the training sessions to support learning by users. • Training documentation developed from extensive experience in training delivery for our system. This will be provided to the Department for review prior to implementation and tailored to your processes and procedures • Training agendas and manuals provided as part of the initial training program and available online through the "i" icon, prominently displayed in the system navigation Training Curriculum Overview — End Users The US eDirect training curriculum for the Department includes the following: • System Training — Full training on all system modules to be used by Department field staff. This includes, but is not limited to, reservations, changes, cancellations, sales, inventory management, check - in, customer account management, attendance and revenue, reporting tool, and other business processes required for managing your different offerings. Users are also provided training in backup procedures and troubleshooting procedures, including accessing Help Desk support. • Administrative Training — Administrative staff are thoroughly trained on the Admin module functions. This includes configuration options that affect the behavior and appearance of the system, how to create 75 items and set prices, how to assign items to specific stores, and how to create and adjust usage and customer classifications. • Business Dynamics Training — Administrative, supervisory, and other identified staff are trained in the use of Business Dynamics for all reporting needs including standard, customized reports, and business intelligence. • Financial Training —Finance staff are trained on the use of the Finance module such as managing deposit slips and batches, creating, and using GL Codes, and processing refund checks. The finance team is taught how to use the business intelligence tools, including how to create, edit, and run reports along with the many options for in-depth data analysis for improved business intelligence. In addition, they are introduced to our support staff and trained on ad hoc data extracts, what extracts are available, and the process to request and receive them. • Additional Training — All Department staff as identified will be trained in the off-line system, backup procedures, troubleshooting procedures, web analytics, including full training in processes to access Help Desk support. Training Delivery US eDirect recognizes that each agency has unique business rules, internal processes, and organizational structures. As such, while we provide a proven, tested training program for our system and a breadth of experience in training delivery for agencies similar to the Department, we also believe it is important to work collaboratively with our agency customers to determine the most effective methods for initial training delivery. We use the following methods for effective initial training. Train -the -Trainer Our goal is to provide a system and a set of tools that lets the Department internally manage operations as much as possible. For this reason, we recommend and frequently employ a train -the -trainer technique for initial training. With this approach, the Department selects staff subject -matter experts (SMEs) to be trained first with the understanding that they themselves become the trainers for Department end users. In addition to being effective and efficient, this method accomplishes the goal of building that strong base of internal "go to" system experts for your staff going forward. Instructor -led and Hands-on Training Training sessions are typically delivered via instructor -led and hands-on training delivery: • Instructor -led Sessions — US eDirect's trainers demonstrate and discuss the features of the system, as well as answer questions from the trainees • Hands-on Sessions — this allows trainees to use the software in a testing environment and perform the functions that were demonstrated by the trainer. This is accompanied by guiding documentation and the US eDirect trainer who is present to assist the users. Timing of Training Delivery We recommend a "just -in -time" training approach for go -live for all users, apart from SMEs who are trained throughout the project stages. The just -in -time approach for go -live ensures maximum knowledge retention for when users need to perform their responsibilities. Scheduling of training delivery is an important part of the project management planning. 76 Conference/Webinar Conference/webinar training is used to support delivery where this is required and is particularly relevant where the location of trainees makes it most effective for training by this method. The availability of a dedicated training environment, as well as training hand-outs/guides and other documents, means staff can access and do the "hands-on" agenda once they return to their location instead of during training itself. Training Duration and Scheduling Pre- Go Live For the Department, we are proposing training to occur within —30 days of cutover to our system. This is to ensure maximum knowledge retention while also allowing sufficient time for Department staff to follow up the training sessions with staff who may not have attended, or to further train on the system using the training environment. We expect this training initiative to span several weeks, depending on scheduling details, which we will work on collaboratively with the Department, covering topics such as staff availability, schedules of incoming seasonal workers, travel arrangements, etc. Each training agenda for Department end user staff is 1/2 a day long (^'3-4 hours). Based on the size of the Department's end user base for this project, we expect to need one session for end-user/front desk staff and one session for management/administrators. 77 • •••••• ••tyler • technologies Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then -current rates. 2. Other Tyler Software and Services. 2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 2.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed -fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 2.4 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. 2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement. 2.6 Other Fixed Price Services: Other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment will 78 be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. 2.7 Change Management Services: If you have purchased any change management services, those services will be invoiced in the following amounts and upon the following milestones: Acceptance of Change Management Discovery Analysis 15% Delivery of Change Management Plan and Strategy Presentation 10% Acceptance of Executive Playbook 15% Acceptance of Resistance Management Plan 15% Acceptance of Procedural Change Communications Plan 10% Change Management Coach Training 20% Change Management After -Action Review 15% 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 3.5 Tyler Notify Minutes and Messages: Tyler Notify Minutes and Messages are invoiced when we make Tyler Notify available to you. Subsequent fees for minutes and messages, at our then -current rates, will be due when you request additional minutes and messages and they are made available to you. 4. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then -current Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request. 5. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a credit for the maintenance and support fees prepaid for the Tyler Software for the time period commencing on the first day of the SaaS Term. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Bank: ABA: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 121000248 79 Account: 4124302472 Beneficiary: US eDirect, Inc. — Operating 80 • tyler•••� . • technologies Exhibit B Schedule 1 Business Travel Policy Travel and per diem will be addressed in accord with Chapter 112 of the Florida Statutes. 81 Tyler Technologies for Parks and Recreation Description One time Deployment Fees One time integration for Teller One time intergration for Point and Pay Total One time charges Annual SaaS fees year 1 Annual SaaS fees year 2 Annual SaaS fees year 3 Annual SaaS fees year 4 Annual SaaS fees year 5 Total 5 year SaaS fees Grand Total for 5 years Not to exceed Not to exceed Not to exceed Amount $190, 000.00 $67,500.00 $36,000.00 $293,500.00 $175,500.00 $175,500.00 $175,500.00 $175,500.00 $175,500.00 $877,500.00 $1,171,000.00 Savings Can save $50/hour if we prepay for the integrations Total for the two integrations $87,500 rather than $103,500 Sourcewell discount 10% per year or $19,500 per year or $97,500 for the 5 year term DIVISION OF CORPORATIONS an £a fi'Vir,! of 'J+ weblite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation TYLER TECHNOLOGIES, INC. Filing Information Document Number F05000001163 FEI/EIN Number 75-2303920 Date Filed 02/23/2005 State DE Status ACTIVE Principal Address 5101 TENNYSON PARKWAY PLANO, TX 75024 Changed: 04/28/2014 Mailing Address 2500 North Dallas Parkway Suite 300 Plano, TX 75093 Changed: 05/02/2013 Registered Agent Name & Address CAPITOL CORPORATE SERVICES, INC. 515 EAST PARK AVENUE 2ND FL TALLAHASSEE, FL 32301 Address Changed: 08/16/2017 Officer/Director Detail Name & Address Title Chairman, Director MARR, JOHN S., Jr. 5101 TENNYSON PARKWAY PLANO, TX 75024 Title President, CEO, Director MOORE, H L, Jr. 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Director WOMBLE, DUSTIN R 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Authorized Agent Serracino, Deana L 2500 N. Dallas Parkway Suite 300 Plano, TX 75093 Title VP, CFO, Treasurer, Asst. Secretary MILLER, BRIAN K 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Asst. Secretary, VP Diaz, Abigail 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Director Carter, Glenn A 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Director Cline, Brenda A 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Director of Tax, Asst. Treasurer, Asst. Secretary Nelson, Leslee 5101 TENNYSON PARKWAY PLANO, TX 75024 Title Director Pope, Daniel M 2500 North Dallas Parkway Suite 300 Plano, TX 75093 Title Director Landrieu, Mary 2500 North Dallas Parkway Suite 300 Plano, TX 75093 Title Director Hawkins, Ronnie 5101 TENNYSON PARKWAY PLANO, TX 75024 Annual Reports Report Year Filed Date 2021 03/23/2021 2022 02/16/2022 2023 04/28/2023 Document Images 04/28/2023 --ANNUAL REPORT View image in PDF format 02/16/2022 --ANNUAL REPORT View image in PDF format 03/23/2021 --ANNUAL REPORT 04/30/2020 --ANNUAL REPORT View image in PDF format View image in PDF format 04/13/2019 --ANNUAL REPORT 03/24/2018 --ANNUAL REPORT View image in PDF format 04/01/2017 --ANNUAL REPORT View image in PDF format View image in PDF format 04/26/2016 --ANNUAL REPORT 04/14/2015 --ANNUAL REPORT View image in PDF format 04/28/2014 --ANNUAL REPORT View image in PDF format 05/02/2013 --ANNUAL REPORT 01/03/2012 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format 01/26/2011 --ANNUAL REPORT 04/05/2010 --ANNUAL REPORT View image in PDF format View image in PDF format 02/26/2009 --ANNUAL REPORT View image in PDF format 04/07/2008 --ANNUAL REPORT View image in PDF format 04/26/2007 --ANNUAL REPORT View image in PDF format 04/27/2006 --ANNUAL REPORT View image in PDF format 02/23/2005 -- Foreign Profit View image in PDF format Florida Department of State, Division of Corporations CCM fY CERTIFICATE OF LIABILITY INSURANCE DA1E:w6..:: r1,5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AN:. CONFERS NO RIGHTS LIDON THE CERTIFICATE HOLDER_ THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AIMiEMD, EXTEND CIR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES HOT CONSTITUTE A CONTRACT BETWEEN T}IE ISSUING, INSURERIS}, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER_ IWORTANT: If the certificate holder is an ADDITIONAL INSURED, the pDlicy{ies} must have ADDITIONAL INSURED provisions or be endorsed If SJBROGATION IS WAIVED, subject to the terrns and conditions of the policy, certain policies may require an endorsement. A statement rJ this Gen :ficats does not confer rights to the certificate holder in lieu of such endorsement(sl. 'RODUCER F LEA __I HIGH 5TREET 6C5TC'&Mk 112116 ON 1C_261575- 1-S7f.-2 20 CONTACT Fllnn Coils NAME:! - cHa. IA. a.Edn: 1617)99B 893 A, Ho): {u94 Ea Vi ADDRESS.: FinMavis c,in INS URER(Sy AFFORDING C4L'ERAAE 114I0 9 Rd uRER A : liallfcelFiT IIELr37LECO 19692 INSURED Id ET -e:trabG es -lc 5101 elT.53Y Parcway DI]r16 TX 75724 INS LRERM:TrulaullIrisuMIKE CAfnikTrj 2712' INS URER 0: Hartfld Ca?uaB}' Ir164rarce 0--17STy cam:'- IHSLRER D: 53•1111B1 liTsurODCE Ccmpan} 11100 HOMER OBE 5pKbity Visur3KE Cdrrc.:- . 11515 INSURER F : COVERAGES CERTIFICATE NUMBER: NYC4YI1B637335-01 REVISION NUI4IEER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED' BELOW HAVE BEEN ISSUED TO THE INS. F.__, '.. =C ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQJIREMENT, 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. Map LIP TYPE OF DI !URAHCE AI}DL MID SUBR W4'D POLICY WISER POLICY EFF rannr® rem POLICY EXP IllarDSTYrrY1 LIMIT& A X comet poi rBRAL LUABILrri 10 tNE10437 `� 'Jam• %,..r D JL'2C2'3 (O JFEREDH,{L ^ ` I✓1 i112R24 v CE39 EACH ; 1 rX 00D CLiJM&4.tACE '.C. _ _ _ DAMAGE T4 RHl1 PREMEET Ica occuw ioci i � LED EXP id�&r me Fps -:.an? �i mew & AU.' FML.FL'" ; 1.COD,CCO GEM_ ACi€3REGATE UMn-AtiFPLES = __ t3BEERAL AOi€3RE ATE ; 2 C MCCD POUCY .EAT Lam'- PR.ODLIM'S-COMP..OPka•G ; 2.0}AL'C OTHER ; : adJ-'3F1DEM.ElLfiB#_rrr OTO OWNED MIRED k-,TOE. •: •._.. FiCHEC4.1 crs HOhF 1NHE= AUTOS ON_ I: _N ]9&97 �O ''/ O O �J ...2 23 Od i..2U24 cold BNED Sh :L=LIMIT ;Es ; 1 0XLCO) x It =�•G v.. S.'NHED E. _ _r 'a__=. =t-accltlerl - FEcPE.R"r� C i'. °.. a C A UMBRELL.LJAB E7ICEE%:Lla.6 rr'r�IFx __ ° - - 10 ,I ij. 02 Q Cid:4J1 . r 3 04 1,'2C24 EhCFiDCCURRE4:: - ___ ... H CL °t:':=-' �#r�C3RE€3ATE - --- ... CEC x RE-t-_.F-rx*1 1C1 --- D WORMERS Cad PENSATFCR AND EMPLOYERS' LIA5ILPT'i iFfYPF:4�Rl=-Of�P,iRTHEFLE�= O==I=RVEPEIEFLE}{ "CJ_ME_- CYarxlalor}' In H}H ITIE-: ce.cbeJioc CEK.--IDH:FO-ERISTIONGX. r,H .r z 10%1EIrilUSRG#t 114.01.'213 0441,2I211 I< PEP i,T1-- NZ. EFL ELEACH .+S•:: DR,- i 1---::: �_.i',= EL DISEASE- EA BUMC.YEE ; 1,03:1C 6 ELDIEE+SE-POLICYUMIT ; IXO 1 ' E P:F_io'il Li liy.C5'x' .... _;. 0617,'2YZ3 06'17 24 Lilt 1D,DCO,D01:1 c£':+ PTIC'H CF OPERATIONS i LOCA- •Di S ' VEHICLES 0.0 RD 101.AcIaliaw® Ramada 6ahEdule, ow Ira atx.4114 Imam &ma+ IS raarikd . • • .. =_ Were iirI dasedj.:-: -___: rz:•r:I el:.," `ocmpeie:dm and profes5icraliaiitp)w-:•t•i:_•-::;AriBtnw'ih51- CERTIFICATE HOLDER CANCELLATION - - =- . 'ir..ciPmrernerri 5.% _re Ave. .61MRoy $HIOULE' lr+ldV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROV1I0115. ' 7 1. FL 13130 !,UTHORL?FD REPRESEHTAME W 7 s-i ^€ i& I ACORD 25 (2416/03) :D 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: C 11 32E5 1d711 AC R LOC #: Boston AD ITIO NAL REMARKS SCHEDULE Page 2 )f AOENGY MARE- -l'A. __C. N D INSURED Pp!' — .`}Q.;;e5. Y+e. 5151-e.--yeen Parking.. Rem, TX 75024 POIJCi HUMEER CA.FAIER 10.10 CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Gerificate o Lial}ilily Insurance • - ••, • • _ "dw•'C°:_e° ads ae ea nleSx-5In •rs°a0 reri3 wuued. FPnu scold lion aiui ,xel irkienalia itsselirg, Hrrr x -• - QQ ACCORD 101 (2008,01) @20O2AGORiD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of AGORA Policy: 10 UEN D19897 Term: 04/01 /2023-04/01 /2024 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. ^` However, the Named Insured does not ,C �- include any subsidiary that is a- "insured" under any other automo policy or would be an "insured" ul‘. - �Q such a policy but for its termi •� o the exhaustion of its Limit of le r:nc (2) Any organization that i .(Zquired or formed by you and which you maintain majority ownei flip. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds raph A.1. - WHO IS AN INSURED - of ction II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply (3) If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown V i surance to which the additional insured in the Declarations and described in this Section. E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Additional Insureds Other Insurance fO If we cover a claim or "suit" and Coverage Part that may also beo ereck` i'" additional laim or "suit" r defense and by other insurance avail additional insured, s insured must submit s to the other insurer indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the �dditional insured's own insurance, this surance is primary and we will not V seek contribution from that other .4S1 insurance. has been added as an additional insured. en this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Form HA 99 16 03 12 ©2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) (2) (3) whichever is smallest, minus a deduct lie h ,J 41": uctil iee deductible will be equal to the large applicable to any owned " coverage. No deductible applies by fire or lightning. Hired Auto P .4 R $100,000; 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease t rmination fees; security deposits not returr�d by the lessor; costs for extended ies, credit life Insurance, health, accident ability insurance purchased with the loan or (j1se; and carry-over balances from previous , loans or leases. The actual cash value of the damaged or z . .RBAG COVERAGE stolen property at the time of the "loss"; or nder Paragraph B. EXCLUSIONS - of , The cost of repairing or replacing , SECTION III - PHYSICAL DAMAGE damaged or stolen property, Q COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an for that airbag. 'loss" caused ysical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (3) Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) Yo if you are an individual; (2) ner, if you are a partnership; member, if you are a limited liability company; or `) (4) An executive officer or insurance manager, if (2)Removable from a permanently'� �. (i you are a corporation. installed housing unit as described UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is a(i) Cr, HAZARDS (3) integral part of that equipment; Oi An integral part of such eq t. c. For each covered "auto", should loses mitt' to electronic equipment only, o •`•ligation to pay for, repair, return or repl •'amaged or stolen electronic equipment we reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows:, a.lf the auto is replaced with a "hybrid" au an auto powered solely by electricity o gas, we will pay an additional to maximum of $2,500, of the "non- d" auto's actual cash value or reElge ent cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collisi coverages are provided under this Cov Form, then such Physical Damage Alages are amended to add the following: 4 ddition to the actual cash value of the "auto", e will pay up to $1,000 for vinyl vehicle wraps ich are displayed on the covered "auto" at the ime of total loss. Regardless of the number of t4c) utos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of 5 Policy # 10 UEN DL0437 Effective 4/1/2023-2024 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insu becomes legally obligated to pay as dam because of "bodily injury" or damage" to which this insurance a will have the right and duty t insured against any "suit" damages. However, we will defend the insured against a "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodi J ly injury" or "property damage" during or after the V ^J policy period will be deemed to have been n,„ known prior to the policy period. "Bodily injury" or "property damage" will be deemed to have been known to have Oi occurred at the earliest time when any �,J .W nd the ing those e no duty to insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: HG 00 01 09 16 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" or intended from the standpj, I of t insured. This exclusion doe ,t apply to "bodily injury" or "property d. -ge" resulting V (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. i141kexclusion applies even ainst any insured allege (Jother wrongdoing in: (a) The supervision, hiring, employment, OV O OP(/1/ ctect\ • from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: c. d. e. if the claims negligence or training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smok fumes, vapor or soot produce or originating from equipmert is used to heat, cool or de the building, or equip used to heat water personal use, by the buildin cupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the HG 00 01 09 16 Page 3 of 21 g• operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" out of the ownership, maintenance, entrustment to others of any aircraft, ' watercraft owned or operated by loaned to any insured. Use incl and "loading or unloading". This exclusion applies eve 'if the against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; 0 ted+�r peration claims rb (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception s not apply if the insured has any other urance for such "bodily injury" or 'property damage", whether the other insurance is primary, excess, contingent or on any other basis. Mobile Equipment �V "Bodily injury" or "property damage" arising out of: V (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, J• Page 4 of 21 HG 00 01 09 16 enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not ap if the premises are "your work" and never occupied, rented or held for re you. Paragraphs (3) and (4) of this not apply to "property damaK'j`$rising from the use of elevators. t� Property loaned to you; y union US Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of withdrawal, recall, inspection, repair, ement, adjustment, removal or disposal ' (1) "Your product; J(2) "Your work"; or O- ,(3) "Impaired property"; O� if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. HG 00 01 09 16 Page 5 of 21 q• However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any "employment - related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) (2) (3) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; Whether the insured may be liable as an losion employer or in any other capacity; and Ex p To any obligation to share damages cy Exclusions c. through h. and j. through n. do not a detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmittin (3) or repay someone else who damages because of the injury. r. Asbestos (1) "Bodily injury" or "pro arising out of the "asbestos fty damage" azard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, g, !' communicating or distribution of material J`(/ or information. Aravage To Premises Rented To You - `exception For Damage By Fire, Lightning Or rb apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or Page 6 of 21 HG 00 01 09 16 g. settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising o oral, written or electronic publication, manner, of material whose first pu took place before the beginning of poli period. d. Criminal Acts ��Q "Personal and advertising injuWy" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". Quality Or Performance Of Goods - Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this i urance would otherwise apply. er, this exclusion does not apply if the 4(6), y allegation in the claim or "suit" involving y intellectual property right is limited to: Jt<, (1) Infringement, in your "advertisement", of: (a) Copyright; 09/ ,J V J• (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition 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 anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the HG 00 01 09 16 Page 7 of 21 insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing th�'1 effects of, "pollutants". , :J "Personal and advertising injury"�m�'eve caused, arising, directly or indire , .ut of: (1) War, including undeclared civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; War V o. p• or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or q• (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, or other securities. cording And Distribution Of Material Or Information In Violation Of Law 1v "Personal and advertising injury" arising 0 directly or indirectly out of any action or Orii'omission that violates or is alleged to violate: n(i) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment - related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. (3) Page 8 of 21 HG 00 01 09 16 This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify neutralize or in any way respond Oi V devices; and assess the effects of an "as ti'Is !>� hazard"; or (c) Arise out of any claim damages because sting for, monitoring, cleaning ,�, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We w11 make these payments regardless of These payments will not exceed the licable limit of insurance. We will pay V� reasonable expenses for: (1) First aid administered at the time of an O accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic professional nursing and funeral 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. (3) Necessary ambulance, hospital, services. HG 00 01 09 16 Page 9 of 21 f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expense witness or expert fees, or any other expe of a party taxed to the insured. e. f. Prejudgment interest awarded as insured on that part of the judgmei 4. we make an offer to pay the apt 4. g• aes trick, pays b e limit of insurance, we will not pay prejudgment interest based on that periodtime after the offer. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; Notify any other insurer whose coverage is available to the JV indemnitete; and !' (d) Cooperate with us with respect to `(/ coordinating other applicable ` insurance available to the indemnitee; and ri/V (2) Provides us with written authorization to: O� (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A - Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. Page 10 of 21 HG 00 01 09 16 SECTION II - WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only performing duties related to the co your business, or your "employe than either your "executive office an organization other than a p Tikrship, joint venture or limited liability c any) or your managers (if you are a " limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that 4 of rh 'othel,' ou ar? "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, control of, control is purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. in the care, custody or or over which physical being exercised for any HG 00 01 09 16 Page 11 of 21 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organ ization. 4. Nonowned Watercraft With respect to watercraft you do not own that i0 less than 51 feet long and is not being us"'' carry persons for a charge, any person 9 J insured while operating such watercra t yout\/ permission. Any other person or . izati responsible for the conduct of person is also an insured, but only with r- ect to liability arising out of the operation of th watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "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. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: es insurance does not apply to: zi) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) 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; (e) 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; Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) 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 (f) Page 12 of 21 HG 00 01 09 16 (h) "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: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) 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. (2) 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. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by suc person(s) or organization(s). (2) With respect to the insurance affor these additional insureds this irei. ance does not apply to any "occurr why takes place after the eq _,"' nt lease expires. c. Lessors Of Land Or Premis Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, 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 ,J omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. Thi.-exclusion applies even if the claims t any insured allege negligence or r wrongdoing in the supervision, hiring, ployment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property 0 damage", or the offense which caused the Oq "personal and advertising injury", involved the n, rendering of or the failure to render any O, v professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, 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 ongoing operations; HG 00 01 09 16 Page 13 of 21 (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out the rendering of, or the failure to render professional architectural, engineeri surveying services, including: (1) The preparing, approving, prepare or approve, maps, . • drawings, opinions, reports, surveyfield orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III - Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III - LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except dams es because of "bodily injury" or "prdlperty damage" included in the "products- eted operations hazard"; and mages under Coverage B. roducts-Completed Operations Aggregate imit Products -Completed Operations Aggregate .Vmit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products - completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. Page 14 of 21 HG 00 01 09 16 In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy peri• 10 shown in the Declarations, unless the policy po4�•, is extended after issuance for an additional p- -14,1 •f less than 12 months. In that case, the di ionak, period will be deemed part of the la ceding, period for purposes of determining imits of Insurance. SECTION IV - COMMERCIA►L GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send demands, notices, papers received in claim or "suit"; us copies of any summonses or legal connection with the (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or *ttlement of the claim or defense against (jhe "suit"; and 0(4) Assist us, upon our request, in the enforcement of any right against any person �V or organization which may be liable to the On)insured •because of injury or damage to Cl V which this insurance may also apply. O� V d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; HG 00 01 09 16 Page 15 of 21 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and claimant or the claimant's legal representativ 4. Other Insurance If other valid and collectible i ft: ce available to the insured for a loss rover under Coverages A or B of this Cov-'ge Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional ured To Other Insurance (5) (7) Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Page 16 of 21 HG 00 01 09 16 Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance per contribution by equal shares, we will f this method also. Under this approa insurer contributes equal amounts u paid its applicable limit of insur of the loss remains, whichever��' des If any of the other insuranc;' 1 -s not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium • s rb ha9\' or none. first. computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Exceptth respect to the Limits of Insurance, an rights or duties specifically assigned in t 1 overage Part to the first Named Insured, insurance applies: ^�. As if each Named Insured were the only V ()Named Insured; and V r Separately to each insured against whom C) claim is made or "suit" is brought. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure threat of exposure to the actual or all •� properties of asbestos and includes the op 9• presence of asbestos in any form. 1\i 4. "Auto" means `e a. A land motor vehicle, traile gsemitrailer designed for travel on publi ds, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. RefGal to employ that person; b. ination of that person's employment; or mployment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, 0 defamation, harassment, discipline, humiliation, discrimination or malicious prosecution (v directed at that person. "Executive officer" means a person holding any positions created by your charter, by-laws or any other similar of the officer constitution, governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Page 18 of 21 HG 00 01 09 16 Premises Rented To You Limit described in Section III - Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property a affecting any railroad bridge or trestle, trait/� road -beds, tunnel, underpass or crossirua,, However, Paragraph f. does not inI®tha)\' part of any contract or agreemen �L (1) That indemnifies an architrNngineer or surveyor for injury or damagarising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vecles maintained for use solely on or next emises you own or rent; hicles that travel on crawler treads; Jt Vehicles, whether self-propelled or not, maintained primarily to provide mobility to n permanently mounted: Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; HG 00 01 09 16 Page 19 of 21 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupie committed by or on behalf of its ow landlord or lessor; d. Oral, written or electronic publicatio manner, of material that slander person or organization or arages a person's or organization's g , products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or g• (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Do- :a. of include "bodily injury" or "property e" arising out of: �J OV v (2) The existence of tools, uninstalled rQ equipment or abandoned or unused materials; or Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (3) or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD - Page 20 of 21 HG 00 01 09 16 ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their (12 work performed for you. O� 24. "Your product": _ ` o '\• (1) Any goods or products, of n real property, manufactured, handled, distributed or disposed of (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. a. Means: HG 00 01 09 16 Page 21 of 21 From: Ouevedo, Terry To: Carbonell, Aileen; Gomez Jr., Francisco (Frank) Cc: Aviles. Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR TYLER TECHNOLOGIES INC COI Date: Thursday, November 30, 2023 1:13:23 PM Attachments: image002.pnq Aileen The COI is adequate. Regards, City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoPmiamigov.com :S�rarury, soda 7zorsCcr9 arvr QO \)(a.4\X IS 0 From: Carbonell, Aileen <ACarbonell@mibmig ! om> Sent: Thursday, November 30, 2023 1:11 PM To: Quevedo, Terry <TQuevedo@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR TYLER TECHNOLOGIES INC COI Terry, Please find revised and highlighted items attached for your review. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement nd th 444 SW 2 Avenue, 6 Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiami.gov Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the- City/Register-as-a-City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mi O is to ethically procure quality goods and services, design, construction and construction ment services at the best value for the City, while providing excellent customer service„ss efficiency, transparency, fairness, competition, accountability, and maintaining public tr �rl,`p Please consider the environment before printing thisc it CONFIDENTIAL COMMUNICATION Li :10zo The information contained in this transmission �on 'rivviileged and confidential information. It is intended only for the use of the person(s) named ab you apot the intended recipient, you are hereby notified that any review, dissemination, distribution, o cat!Nr this communication is strictly prohibited. If you are not the l�,t intended recipient, please immediatel act the sender by reply e-mail and destroy all copies of the original message. Thank you. "Please Note: N Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Quevedo, Terry <TQuevedol@miamigov.com> Sent: Thursday, November 30, 2023 11:25 AM To: Carbonell, Aileen <ACarbonellPmiamigov.com>; Gomez Jr., Francisco (Frank) <FGomez( miamigov.com> Cc: Aviles, Yesenia <YAviles( miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR TYLER TECHNOLOGIES INC COI Aileen Please provide Primary & Non Contributory endorsement. Thanks, eJerly Ji.ie e�° City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoPmiamigov.com -:Seraee9, S rarr&19, atird 7za6r¢�anorsccrr ata gardmatrc From: Carbonell, Aileen <ACarbonell(@miamigov.com> Sent: Thursday, November 30, 2023 11:20 AM To: Gomez Jr., Francisco (Frank) <FGomez( miamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com>; Aviles, Y !pia <YAviles@ miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR T1fkFFlTECHNOLOGIES INC COI Good morning, (/'b OV Please see revised certificates attached fo4 Should you have any questions or c listed below. Q(Z Kind regards, s,rikease do not hesitate to contact me at information Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonell(@miami.gov Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the- City/Register-as-a-City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intende re ipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communi s strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply r and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most wn ncamm ations to or from City of Miami employees regarding City business are public records, available td' piny media upon request. Therefore, this e-mail communication may be subject to public disclosure r)P From: Gomez Jr., Francisco (FrR' FGomezC@miamigov.com> Sent: Tuesday, November 21,'23 9:58 AM To: Carbonell, Aileen <ACarbonelll@miamigov.com> Cc: Quevedo, Terry <TQuevedol@miamigov.com>; Aviles, Yesenia <YAvilesl@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR TYLER TECHNOLOGIES INC COI Hi Aileen, Please amend to reflect retroactive date with regards to the PL policy. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Tuesday, November 21, 2023 9:55 AM To: Gomez Jr., Francisco (Frank) <FGomezPmiamig > Cc: Quevedo, Terry <TQuevedoPmiamigov.comOv>>,, es,(Yesenia <YAvilesPmiamigov.com> Subject: PROCUREMENT INSURANCE REVIEW )I=NY ECHNOLOGIES INC COI Importance: High Good morning, Please review the insurance at hed at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public an media upon request. Therefore, this e-mail communication may be subject to public disclosure. J O ;L� rb � o QQ P City of Miami Master Report Enactment Number: R-15-0137 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 15-00272 Version: 1 File Type: Resolution Status: Passed Reference: Controlling Body: Office of the City Clerk File Name: Auth. Piggyback - Floor Coverings Requester: Department of Procurement Cost: Introduced: 2/23/2015 Final Action: 3/26/2015 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE PROCUREMENT OF FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT, AND SERVICES FROM VARIOUS VENDORS, THROUGH EXISTING STATE OF FLORIDA ("STATE") CONTRACT NO. 360-240-12-1 NJPA, AVAILABLE THROUGH THE NATIONAL JOINT POWERS ALLIANCE ("NJPA") COOPERATIVE PURCHASING ORGANIZATION, EFFECTIVE THROUGH MARCH 18, 2016, SUBJECT TO ANY RENEWALS, EXTENSIONS, OR REPLACEMENT CONTRACTS BY THE STATE AND/OR THE NJPA, TO BE UTILIZED ON A CITYWIDE, AS -NEEDED CONTRACTUAL BASIS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER ACKNOWLEDGING THE COOPERATIVE PROCUREMENT BENEFITS OF THE NJPA COOPERATIVE PURCHASING ORGANIZATION THAT ENABLES THE CITY OF MIAMI ("CITY") TO AGGREGATE ITS PURCHASING VOLUME WITH THAT OF OTHER PARTICIPATING MEMBER PUBLIC AGENCIES, IN ORDER TO REALIZE A LARGER PERCENTAGE DISCOUNT PRICING STRUCTURE TO THE FINANCIAL BENEFIT OF THE CITIZENS OF THE CITY; FURTHER AUTHORIZING THE USE OF ALL COMPETITIVELY SOLICITED AND AWARDED CONTRACTS AVAILABLE THROUGH THE NJPA, AS SET FORTH IN EXHIBIT "A," ATTACHED AND INCORPORATED, SUBJECT TO ANY RENEWALS, EXTENSIONS, OR REPLACEMENT CONTRACTS BY THE NJPA, TO BE UTILIZED ONANAS-NEEDED CONTRACTUAL BASIS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. Sponsors: Notes: Indexes: Attachments: 15-00272 Summary Foin.pdf,15-00272 Legislation.pdf,15-00272 Exhibit.pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 1 Office of the City 3/20/2015 Reviewed and Attorney Approved 1 City Commission 3/26/2015 ADOPTED Pass 1 Office of the Mayor 3/26/2015 Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 3/26/2015 Signed and Attested by City Clerk City ofMiami Page I Printed on 6/14/2021 Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, December 15, 2023 8:52 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Mickens, Tania Subject: Software Service Agreement Tyler Technologies, Inc Matter 22-3476 Attachments: Software Service Agreement Tyler Technologies, Inc Matter 22-3476.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qcmee candmitea Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5338 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" 1