HomeMy WebLinkAbout9/1/2020 - Regular1
Vinton Town Council
Regular Meeting
Tuesday, September 1, 2020 at 7:00 p.m.
PARTICIPATION WILL BE BY ELECTRONIC COMMUNICATIONS PURSUANT TO
SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016
AND AMENDMENT 28 TO HOUSE BILL 29 ADOPTED AT THE 2020 RECONVENED
SESSION OF THE VIRGINIA GENERAL ASSEMBLY
The Vinton Town Council will hold its regular meeting at 7:00 p.m. on Tuesday, September 1,
2020, using electronic communication means without the public being present in the Council
Chambers. Participation by Council members, staff, and the public will only be available through
electronic means. The public will have access to observe this regular meeting of Town Council
through a livestream on the Town’s Facebook page at www.facebook.com/vintonva. Citizens
may register to speak at this Council Meeting by calling the Town Clerk’s Office at 540-983-
0607 or sending an email to sjohnson@vintonva.gov by 12 Noon on Monday, August 31, 2020.
Once registered, the citizen who wishes to address Council will be provided the Zoom meeting
information and will be allowed to join the meeting and address Town Council by electronic
means.
AGENDA
Consideration of:
A. CALL TO ORDER
B. CONFIRMATION THAT MEETING IS BEING HELD IN ACCORDANCE WITH
ORDINANCE NO. 1016 AND AMENDMENT 28 TO HOUSE BILL 29 ADOPTED AT
THE 2020 RECONVENED SESSION OF THE VIRGINIA GENERAL ASSEMBLY AND
ROLL CALL
C. MOMENT OF SILENCE
D. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG
E. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS
F. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA
ITEMS
G. CONSENT AGENDA
H. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS
Bradley E. Grose, Mayor
Sabrina M. McCarty, Vice Mayor
Keith N. Liles, Council Member
Laurie J. Mullins, Council Member
Michael W. Stovall, Council Member
Vinton Municipal Building
311 South Pollard Street
Vinton, VA 24179
(540) 983-0607
2
1. Certificate of Achievement for Excellence in Financial Reporting for Fiscal Year
Ended June 30, 2019 awarded to the Treasurer/Finance Department – Anne
Cantrell
I. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and
questions for issues not listed on the agenda.
J. TOWN ATTORNEY
K. TOWN MANAGER
1. BRIEFINGS
a. Briefing on National League of Cities Residential Water and Sewer
Service Line Warranty and Water Loss Protection Program – Anne
Cantrell/Jim Golden with Utility Service Partners, Inc./Jenna Hazelet
with HomeServeUSA
2. ITEMS REQUIRING ACTION
a. Consider adoption of a Resolution adopting the new Town of Vinton
Purchasing Policy – Brandon Gann
b. Consider adoption of a Resolution authorizing the Town Manager to
execute a License and Services Agreement with Tyler Technologies, Inc.
for Munis Software – Anne Cantrell
c. Consider adoption of an Ordinance authorizing Hazard Pay up to the
amount of $48,443.00 from CARES Act funds and Gratitude Bonus from
the General Fund up to the amount of $24,025.00, from the Utility Fund
up to the amount of $15,377.80 and from the Stormwater Fund up to the
amount of $5,958.43 – Anne Cantrell
3. PROJECT UPDATES/COMMENTS
L. REPORTS FROM COUNCIL COMMITTEES
M. MAYOR
N. COUNCIL
O. ADJOURNMENT
NEXT COMMITTEE/TOWN COUNCIL MEETINGS:
September 15, 2020 – 7:00 p.m. – Regular Council Meeting
September 16, 2020 – 2:00 p.m. – Finance Committee Meeting
NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT.
efforts will be made to provide assistance or special arrangements to qualified individuals with disabilities in
order to participate in or attend Town Council meetings. Please call (540) 983-0607 at least 48 hours prior
to the meeting date so that proper arrangements may be made.
Meeting Date
September 1, 2020
Department
Finance/Treasurer
Issue
Certificate of Achievement for Excellence in Financial Reporting for Fiscal Year Ended June 30,
2019 awarded to the Treasurer/Finance Department
Summary
The Town of Vinton has been notified that its comprehensive annual financial report (CAFR) for
the fiscal year ended June 30, 2019, qualifies for a Certificate of Achievement for Excellence in
Financial Reporting for the 24th year. The Certificate of Achievement is the highest form of
recognition in governmental accounting and financial reporting, and its attainment represents a
significant accomplishment by a government and its management. The CAFR has been judged
by an impartial panel to meet the high standards of the program including demonstrating a
constructive “spirit of full disclosure” to clearly communicate the Town’s financial story and
motivate potential users and user groups to read the CAFR.
Attachments
GFOA Certificate
Recommendations
Acknowledge the Award
Town Council
Agenda Summary
Government Finance Officers Association
Certificate of
Achievement
for Excellence
in Financial
Reporting
Presented to
Town of Vinton
Virginia
For its Comprehensive Annual
Financial Report
For the Fiscal Year Ended
June 30, 2019
Executive Director/CEO
1
Meeting Date
September 1, 2020
Department
Finance/Treasurer
Issue
Briefing on National League of Cities Residential Water and Sewer Service Line Warranty and
Water Loss Protection Program
Summary
The Virginia Municipal League has endorsed the NLC Service Line Warranty Program. Offered
at no cost to League members, the NLC Service Line Warranty Program, administered by Utility
Service Partners, Inc. (USP), educates homeowners about their service line responsibilities and
offers affordable protection from unanticipated service line repair costs. Homeowners in
participating cities and towns are eligible to purchase low-cost repair service plans for broken or
leaking outside water and sewer lines, covering up to $8,500 per occurrence.
Benefits to residents and municipalities include:
• Educates homeowners and reduces local officials’ frustration
• No cost for Virginia municipalities to participate
• Affordable rates for residents
• Increases citizen satisfaction
Important features of the program:
1. USP pays for the repairs, not your residents
2. Customers are provided with a 24/7/365 repair hotline staffed with live agents
3. All repairs performed to local code by rigorously vetted, licensed and insured local
contractors
4. USP is responsible for all aspects of the program, including marketing, billing,
customer service, and performing all repairs
The Finance Committee was briefed on the Program at their August 10, 2020 meeting. Jim Golden
with USP and Jenna Hazelet with HomeServeUSA will join the meeting via Zoom and make a
presentation to Council on the Program.
Town Council
Agenda Summary
2
Attachments
PowerPoint Presentation
Brochure
Flyer
Recommendations
No action required
Residential Water and Sewer
Service Line Warranty
and
Water Loss Protection
Overview
2020
PAGE 1
CUSTOMER LEAKS ARE PAINFUL
HOW CUSTOMER LEAKS CAN HURT
•Unexpected high-water bill
•Bad debt for your utility
•Utility forced into a bank role
•Many involved, stressful phone calls per leak
by utility staff
•Frustration and public relations difficulties
•Time -Utility staff and often board members
Financial Protection against water leaks for
Utilities and their Customers
WITH SERVLINE…
•Customer’s excess water bills get paid.
•Utility recaptures lost revenue from adjustments
and bad debts –the city is made whole.
•Staff workload is reduced, becomes simplified and
consistent.
•Customers are educated on their responsibility and
given peace of mind that a solution is in place.
ServLine helps water systems protect their customers by insuring their leak adjustment
policy and administering the program on their behalf.
LEAK ADJUSTMENT PROTECTION
•Educational material sent out 30 days minimum prior to program
implementation.
•Residential & small Commercial protections available –Utility sets one limit:
$500/$1,000/$2,500
•Utility reimbursed for customer’s high-water bill.
•Customizable Rate/Policy/Guidelines based on current process.
•Affordable monthly rate billed through utility.
•Optional additional revenue stream by adding to ServLine rate.
•Option of… Including program cost into the base water rate … OR
Automatically enrolling with customer choice to decline.
PAGE 3
Water and Sewer Line CHALLENGES for Homeowners
LATERAL LINES ARE SUBJECTED TO THE SAME ELEMENTS
AS PUBLIC LINES
•ground shifting, fluctuating temperatures, tree root penetration,
corrosion and more
OUT OF SIGHT, OUT OF MIND
•water and sewer lines located outside, usually underground
FAILED LINES WASTE THOUSANDS OF GALLONS OF WATER
•and present an environmental hazard
COMMON HOMEOWNER MISCONCEPTIONS
•the City is responsible for maintenance of the water and sewer lines
on their property
•repairs are covered by their homeowner’s policy
PAGE 4
SOLUTION FOR MUNICIPALITIES AND THE
HOMEOWNERS THEY SERVE
PEACE OF MIND
Repair protection for leaking, clogged or
broken water and sewer lines from the point
of utility connection to the home exterior
COVERAGE INCLUDES
•Educating homeowners about their service
line responsibilities
•Up to $8,500 coverage per repair incident
•Additional allowance for public street and
sidewalk cutting
•No annual or lifetime limits
•No deductibles, service fees, forms or
paperwork
•24/7/365 availability
•Repairs made only by licensed,
local area contractors
•Affordable rates and multiple
payment methods
PROGRAM HIGHLIGHTS
•Over 880 cities participating
•Saved more than 350,000 homeowners over $192 million in service line repair costs
•Customer satisfaction rating has exceeded 95% for more than 10 years
•9 of every 10 customers surveyed have recommended the NLC Service Line Warranty
Program to friends, family and neighbors
PAGE 5
•Educational –Educates homeowners on their responsibilities
•“Optional” –Homeowner decides if coverage is needed
•Homeowners can cancel at any time
NLC Program Pricing Monthly Annual
With $0.50 Royalty With No Royalty With $0.50 Royalty With No Royalty
Water –including
extension
$5.75 $5.25 $64.00 $58.00
Sewer $7.75 $7.25 $88.00 $82.00
Interior Plumbing $9.99 $9.49 $114.99 $108.99
Low Homeowner Cost –High Protection
Coverage from Inside House to City Main
PAGE 6
Number of customers with water-related
service contracts Over 1.9 million customers with water-related policies.
Current water line service contracts Over 1.6 million active water line service contracts.
Current sewer line service contracts Over 940,000 active sewer line service contracts.
Current IPD service contracts Over 270,000 active Internal Plumbing and Drainage
contracts.
Customer savings water-related, last 3 years Over 355,000 water-related repairs, saving homeowners
over $192 million in repair costs.
National League of Cities Program
Performance over Last Three Years
PAGE 7
Virginia Partners Offering Protection Through
The National League of Cities and HomeServe
USA
Partners Households Warranty
Type NLC/ HS
Western Virginia Water Authority 52,000 Water HomeServe
Washington County Service Authority 21,000 Water HomeServe
BVU Authority 16,000 Water HomeServe
Town of Appomattox-VA 800 Water NLC
City of Hopewell-VA 10,000 Water NLC
Dominion Regulated Territories 4.400.000 Energy HomeServe
City of Emporia 3,000 Water NLC
PAGE 8
CONTACT INFORMATION
James Golden
Director Business Development
Norwalk, CT
Charleston, SC
786-514-8014
Jim.golden@homeserveusa.com
Jenna Hazelet
Director Business Development
Chattanooga, TN
423-326-7634
Jenna.Hazelet@homeserveusa.com
Offering utilities and their customers ongoing
protection from the high costs of customer water leaks
Serving your local community
HomeServe has:
900+
Partners
1.3 Million
Repairs performed
in the past three years
4 Million+
Customers
7 Million+
Service Contracts
$454 Million
in repair costs saved by
customers in the past
three years
Aging infrastructure is causing more and more water leaks each year.
Customer water leaks can negatively impact utility budgets, efficiency
and customer perception. When a customer receives an abnormally
high water bill resulting from a leaking pipe or fixture, the utility is not
responsible but, in many cases, will partially adjust the bill. However, the
portion the resident must cover can still be beyond their means, leaving
them with a long payment plan and a feeling of dissatisfaction with the
water utility.
The ServLine Leak Protection Program is a win-win for water utilities and
their customers. Designed to protect all qualifying customers from this
potentially costly expense, ServLine also helps water utilities recapture
lost revenue and bad debt associated with customer water leaks.
Additionally, the program unburdens the utility from the stress, effort
and time involved in the administration of the leak adjustment process.
An affiliate partner of the National Rural Water Association and
numerous State Rural Water Associations, ServLine helps utilities lower
costs while enhancing customer peace of mind and satisfaction.
Overview
www.servline.com
COL_20_0810_1PCBSL
Frequently Asked Questions
Who else offers this type of program?
Currently ServLine is the only company in the country offering this as an insurance-backed program that is vetted and partnered with the National Rural Water Association and multiple state associations. The program has paid 100% of claims that have met the utility’s leak guidelines.
Why is this an opt-out program?
There was concern that a portion of the customer base would miss the notice information, so an opt-out approach prevents those customers from “falling through the cracks” and facing an unexpected and expensive charge.
Will this cause more work for utility staff?
Once implemented, the program will simplify the utility staff’s workload and should decrease the amount of time and effort spent on leak adjustments. There is setup and training that takes place during the launch process. However, a ServLine team personally guides the staff through this process and will continue to be a resource to the utility staff after launch.
How do customers respond to the program?
Across the nation, we have over a 96% participation rate because most customers appreciate the robust benefit and peace of mind it provides for a small charge.
I was, at first, skeptical about the monthly cost and wisdom
of purchasing ServLine. Then I had one of those unfortunate
incidents of corrosion eating through a fitting just downline
of my meter. As soon as I received the first high water bill, I
located the leak and repaired it. The claim process was as
expected as to required information, and payment was fast.
I have had several of these water line breaks over the years
in various places. I believe ServLine is a great answer to cost
containment for water loss beyond my control.
Castalian Springs-Bethpage
Water Utility Customer
Quick Facts
The ServLine Leak Protection Program provides
numerous benefits to utilities and their customers.
Benefits to customers:
Financial Protection
• Up to $2,500 in protection from excess water bill
• No deductible
Better Experience
• Seamless processing of claims
• Staff to ensure customer satisfaction
Increased Awareness
• Materials sent to residents about responsibility
• Questions answered by ServLine
• Peace of mind that unexpected expenses will be
fully covered
Benefits to utilities:
Costs
• Customers’ excess bills get paid up to $2,500 by ServLine
• Utility recaptures lost revenue from adjustments and
bad debts
Administration
• Staff workload is reduced and becomes simplified
and consistent
Customer Satisfaction
• Public relations improved
• Greater satisfaction with utility
HomeServe is a leading provider of
repair service programs with over 4
million customers in North America
and over 900 municipal and utility
partners. HomeServe, an A+ Better
Business Bureau-rated company,
is dedicated to providing best-in-
class services and an exceptional
customer experience.
About
To learn more about the ServLine Leak Protection Program,
visit www.servline.com or call 866-974-4801.
Make a Difference in Your Community
Insurance for the ServLine program is issued to utilities and placed through HomeServe USA Repair Management
Corp. (HSRM), a licensed insurance agency. In California, HSRM does business as HomeServe NA Insurance
Services (California License # 0F79326). ServLine® is a registered trademark of HomeServe.
Water Line
The NLC Service Line Warranty Program offers
affordably priced emergency repair/replacement plans
to address aging private sewer and water infrastructure.
Customers call to receive prompt emergency repairs
provided by local, licensed and insured contractors.
For more information contact:
1-866-974-4801 or
partnerships@utilitysp.net
Sewer Line
Interior Plumbing
Benefits to Homeowners
Many homeowners are not aware of their responsibility for their service lines until they
have a repair emergency. When they call the city, they often find that they are faced
with a costly repair and that the city can’t help them. Over the past three years, we have
performed over 1.2 million repairs, saving our customers over $394 million!
Experience in
Virginia
• 6 partners
• Over 160,000 customers
• $6.2 million in repairs in
the last three yearsPeace of Mind/Trust
• Fully vetted, licensed and insured local contractors
• Covered repairs guaranteed for one year
Financial Protection
• No deductibles or trip fees
• Affordably priced coverage
• 30-day money-back guarantee with ability to
cancel at any time
Convenience
• 24/7/365 claims hotline, including holidays
• No need to search for a qualified contractor in
an emergency
What We Do
NLC Service Line WarrantyProgram Overview
Benefits to the City
The NLC Service Line Warranty Program offers comprehensive
programs that provide these important benefits:
Customer Education
• Increasing homeowner awareness of their responsibility
reduces calls to the city/utility and customer dissatisfaction
with the city for not offering a solution
• The program is offered at no cost to the city
• Use of City logo promotes trust
Funding for Key Initiatives
Many partners participate in a share of the revenue often
utilized for:
• Low-income assistance and affordability programs
• Conservation initiatives
• Offsetting rate increases
• Infrastructure improvement projects
Customer Satisfaction
• 98% customer satisfaction rating
• 9 out of 10 customers surveyed would recommend the
program to friends, family and neighbors
• More than 90% of customers trust the program because
of the partnership with the city
Unbelievably excellent service
all around. There is nothing
more I could have asked for.
Your service greatly exceeded
all expectations. Thank you.
Dewitt S. Lewisburg, WV
I have had three sewer line
calls and one real disaster.
Each time the problem was
handled promptly. This is the best
peace of mind a single woman
can purchase for a reasonable
premium.Pat S.Wheeling, WV
For more information contact:
1-866-974-4801 or
partnerships@utilitysp.net
Meeting Date
September 1, 2020
Department
Finance/Treasurer
Issue
Consider adoption of a Resolution approving a new Purchasing Policy and Procedures
Summary
Council was briefed on the new Purchasing Policy and Procedures at their August 18, 2020
meeting. The new policy falls in line with the Commonwealth’s purchasing guidelines that
allow for the elected body’s establishment of small purchasing procedures for goods under
$100,000.00.
Following evaluation and input from the Finance Committee, staff is recommending that the
threshold for small purchases to be set at $100,000.00 for goods and services and remain at
$30,000.00 for professional services. Items or services greater than the small purchasing
thresholds would be procured through formal bidding and requests for proposals as dictated by
the Commonwealth.
Attachments
Purchasing Policy and Procedures
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
1
TOWN OF VINTON
PURCHASING POLICY & PROCEDURES
This policy is adopted to guide the Town of Vinton in obtaining high quality goods and services
at reasonable cost, in conducting all procurement procedures in a fair and impartial manner with
avoidance of any impropriety or appearance of impropriety. The Town of Vinton provides an equal
competitive opportunity to all vendors by promoting competitive bidding and/or negotiation, while
establishing and maintaining trust, confidence, and cooperation with all vendors. The statutes
governing the procurement of goods and services by government entities is contained in the
Virginia Public Procurement Act (VPPA).
1. SMALL PURCHASES
a. Purchases of $5,000 or less. This level of purchase is delegated to the using
department head or designee(s) without obtaining quotations or keeping records for
procurement purposes. Purchases less than $5,000 up to the limit on the
cardholder’s account may be accomplished through the use of a Town Credit Card.
Users are encouraged to compare pricing and utilize previous research when
purchasing at this level.
b. Purchases between $5,000.01 and $20,000. This level of purchase shall be made
on the open market on the basis of terms most financially advantageous to the
Town. It shall be accomplished through the use of a least two attempted telephone,
written, catalog or electronic quotations. The using department should obtain these
quotations and forward to the Purchasing Agent or Designee for review and
purchase order issuance.
c. Purchases between $20,000.01 and $50,000.00. This level of purchase shall be
made on the open market on the basis of terms most financially advantageous to
the Town. It shall be accomplished through the use of at least three attempted
written or electronic quotations. The using department should obtain these
quotations and forward them to Purchasing Agent or Designee for review and
purchase order issuance.
d. Purchases between $50,000.01 and $100,000. This level of purchase shall be made
on the open market on the basis of terms most financially advantageous to the
Town. It shall be accomplished through the use of at least four written or electronic
quotations. The Purchasing Agent or Designee shall obtain these quotations.
2. LARGE PURCHASES
Large purchases are defined as any purchase whereby supplies, goods, construction and
services are estimated to cost $100,000.00 and above and professional services over
$30,000. This level of purchase requires that a formal Invitation for Bid or Request for
Proposal be issued. This shall be accomplished by soliciting interested bidders and those
vendors on the Town's bid list. A legal ad shall also be published in the local newspaper
and/or posted on a bulletin board assessable to the general public.
2
Notation: The Invitation for Bid and Request for Proposal are two distinctly different
methods of procurement. In general, an Invitation for Bid is the most common and contains
specifications, a public bid opening, posted bid tabulations, and a firm price offer from a
vendor which may not be changed (unless the price is over the town' s budgeted amount).
The Request for Proposal differs in that it is a negotiated procurement. Offers are opened
in private with no information regarding contents and prices being released until after the
negotiation process.
3. PROFESSIONAL SERVICES
Professional Services between $10,000.01 and $30,000. This level of purchase shall be
made on the open market and the shall be accomplished through the use of at least three
attempted written or electronic quotations with emphasis on qualifications, experience,
suitability and timeliness. Cost shall not be the sole determining factor. The Purchasing
Agent or Designee will obtain these quotations.
4. EXCEPTIONAL PROCUREMENT POLICY
a. Purpose
This guideline establishes the policies and procedures concerning the purchase of
items or services that are exempt from the requirements of applicable policies
covering small, intermediate, or large purchases.
b. Responsibility
Specific responsibility is assigned to the Town Manager and/or designee to review
purchases made under the provisions outlined in this policy for compliance with
these regulations and to all department heads for seeking to avoid using provisions
of this policy that limit competition.
c. Policy
Normal purchasing policies shall be suspended for purchases made under the
following provisions:
(1) Sole Source - when determined in writing by the individual responsible for
procurement of an item or service that there exists only one source capable
of providing an item or service as specified or of equal quality, the Town
Manager or designee may issue a request for purchase order. The individual
or department head making this request shall explain in writing the basis for
determination of why this vendor is considered the sole source. The Town
Manager or designee may require the department head to lessen the
specifications in order to pre-qualify additional vendors and seek
competitive bids. The designation of a vendor as sole source is applicable
to a single P.O. and permission for future sole source purchases will be
considered on a case-by-case basis. If sole source designation is assigned,
this fact is denoted on the request for P.O. and all other documents related
3
to the purchase. All other requirement of purchasing policies applicable to
the value of the purchase shall remain in effect.
(2) Emergency Purchase - in cases of emergency, contracts may be entered into
or purchases made without competitive bidding or competitive negotiations.
However, this provision should be avoided if at all possible and practical
under the circumstances. A formal, written documentation of the basis for
the emergency and the reasons for selection of the particular vendor or
contractor shall be made available to the Town Manager as soon as possible.
He/she shall then issue a written notice that the purchase or contract was
awarded on an emergency basis, identifying that which was procured, and
the date of the procurement or award of contract. This notice shall be posted
in a public place within the Vinton Municipal Building prior to actually
making the purchase or awarding the contract for service, if possible, or as
soon as practical thereafter.
This purchase will be placed on a request for P.O. and will be signed by the
Town Manager and forwarded to the Finance Department as quickly as
possible for processing. In the event the Town Manager is unavailable to
make a determination of emergency purchases, his/her designee may be
empowered to make such decision. All other requirements of purchasing
policies applicable to the value of the purchase shall remain in effect.
(3) State Contract - items purchased off contracts negotiated by the Virginia
Department of General Services will not require any competitive bids.
However, should a similar item of equal quality and at less cost be obtained
from another vendor, the regular purchasing policies will still be effective,
with the state contract price shown on quotation forms as a comparative bid.
If the state contract is used, notation of such and contract number should be
made on the request for P.O. and forwarded to the approving authority for
further processing according to the policy applicable to the value of the
purchase. The Finance Department should denote the state contract number
on the P.O. when processing. All other requirements of purchasing policies
applicable to the value of the purchase shall remain in effect.
(4) Cooperative Procurement - items or services purchased in conjunction with
another public body or agency for the purpose of combining requirements
to increase efficiency or reduce administrative expense on projects or
services participated jointly with the Town of Vinton. A public body may
also purchase from another public body's contract even if it did not
participate in the request for proposal or invitation to bid, if the request for
proposal or invitation to bid specified that the procurement was being
conducted on behalf of other public bodies, except for instances stated in
Sec. 2.2-4304 of the Virginia State Code. When entering into such an
agreement, it shall be determined by the Town Council of the Town of
Vinton which locality will be responsible for purchasing and/or contracting
of services and the subsequent use of procurement policies of such lead
locality. If another locality is deemed to be the lead agency, any invoices
4
presented to the Town for reimbursement will be noted as such on the
invoice and appropriate purchasing documents. If the Town of Vinton is the
lead agency, all procurement policies of the Town applicable to the amount
of the invoice will apply.
(5) Repetitive Operating Services - for services of recurring operations of the
government of the Town of Vinton and which generally is available from a
sole source and routine in nature. Examples include utilities such as power,
natural gas, and telephone. While no P.O. is needed, the authorizing
department head must approve the invoice, but only after reviewing for
accuracy and discounting for expenses due from employees, such as long-
distance personal telephone calls. Exempted items or services will only be
charged to object codes identified for repetitive services or utilities (i.e.
object codes #510, electricity; 521, telephone; other utilities, all object codes
dealing with salaries or fringe benefits of Town employees, etc.).
(6) Contractual Items - items may be bid competitively on a recurring basis
for goods or services deemed most cost effective to do such. Examples
may include gasoline for Town vehicles, chemicals, asphalt, concrete,
salt for snow removal, maintenance service agreements, communication
equipment, contracted services provided by Roanoke County or other
government, and other goods and services fiscally feasible to procure on
a contractual basis to guarantee long term costs. Contractual items must
meet all purchasing requirements applicable to the aggregate costs of the
term of the contract, including competitive bidding, but does not require
a request for P.O. or actual P.O. One (1) copy each of any contract for
goods or services must be forwarded to the Town Manager' s office and
to the Finance Director/Treasurer to be filed for audit purposes. Any
invoices for these goods or services must be clearly marked " Contract
Purchase" and approved by the appropriate department head prior to
processing.
(7) Open-End Purchase Orders - can be issued and approved by the Town
Manager, upon request by the department head, for a "not to exceed
amount". An open-end purchase order must be approved by the Town
Manager, regardless of the amount requested. The P.O. must also state a
"not valid after "date to ensure closure on the document. Open-end
purchase orders can be used by the Town when unknown items at
unknown costs will need to be purchased from a single vendor. Credit
cards purchases will be made only upon issuance of an open-end
purchase order requested by the proper authority, based upon the dollar
value anticipated. The P.O. Request should clearly state in general terms
the type of items anticipated to be purchased. Open-end purchases
should only be used in situations where due to the volume of items to be
purchased and the uncertainty of exact items needed, informal bidding
is not practical or efficient. Open end purchasing may also be used when
purchasing specific items at public auction when authorized to do so by
Town Council through legal resolution.
5
d. Procedure
All applicable purchasing policies of the Town of Vinton (unless otherwise
noted) should be followed with the variations cited per exception. The Town
Manager should be consulted if ambiguities are present, with the decision of
the Town Manager on interpretation of this Exception Procurement Policy
being final.
Adopted by Vinton Town Council on [DATE], by Resolution No. {}.
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON
TUESDAY, SEPTEMBER 1, 2020, AT 7:00 P.M., BY ELECTRONIC
COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA
(1950), AS AMENDED
WHEREAS, the Town’s current purchasing policy was adopted in 1997 and revised in 2013;
and
WHEREAS, the Town’s current purchasing policy requires Town Council approval for any
purchases or professional services over $30,000 and the current state code allows
administrative decisions to be made up to $100,000; and
WHEREAS, Town staff has revised the current policy and through evaluation and input from
the Finance Committee, staff is recommending that this threshold be set at
$100,000 for goods and $30,000 for professional services with any items or
services greater than these amounts to be brought to Town Council for review and
approval.
NOW THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby adopt
the new Purchasing Policy and Procedures.
This Resolution adopted on motion made by Council Member _________________, seconded
by Council Member ________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
Bradley E. Grose, Mayor
ATTEST:
____________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
September 1, 2020
Department
Finance/Treasurer
Issue
Consider adoption of a Resolution authorizing the Town Manager to execute a License and
Services Agreement with Tyler Technologies, Inc. for Munis Software
Summary
During the COVID-19 pandemic, it became apparent that the current Enterprise Resource Planning
(ERP) Software lacked abilities to allow our workforce to efficiently telework and provide
services.
Roanoke County has allocated a portion of CARES Act funding to the Town of Vinton, which
allows the Town to improve teleworking capabilities of employees to comply with provisions of
COVID-19 public health precautions and at this time the Town is able to use the CARES Act
funding to pay for items incurred by December 30, 2020 and plans to cover the remaining balance
in the FY2022 Budget. The Town is able to add ERP modules to a software already utilized for
certain services, and pricing has been obtained through a cooperative procurement contract with
Tyler Technologies, Inc.
Attachments
License and Services Agreement
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
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LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to license the software products and perform the services set forth in
the Investment Summary and Tyler desires to perform such actions under the terms of this Agreement;
WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance)
(“Sourcewell”) under member number 25957 .
WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #110515 by
submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 110515-TTI
(hereinafter, the “Sourcewell Contract”);
WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with
and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative-
purchasing/; and
WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Munis software
functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under
the terms and conditions set forth below;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this License and Services Agreement.
• “Business Travel Policy” means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the Town of Vinton.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
• “Developer” means a third party who owns the intellectual property rights to Third Party
Software.
• “Documentation” means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• “Effective Date” means the date by which both your and our authorized representatives have
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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, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• “Investment Summary” means the agreed upon cost proposal for the software, products, and
services attached as Exhibit A.
• “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• “Maintenance and Support Agreement” means the terms and conditions governing the
provision of maintenance and support services to all of our customers. A copy of our current
Maintenance and Support Agreement is attached as Exhibit C.
• “Support Call Process” means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment
Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware.
• “Third Party Services” means the third party services, if any, identified in the Investment
Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment
Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
• “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 the Investment Summary and
licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – SOFTWARE LICENSE
1. License Grant and Restrictions.
1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in
the scope of the internal business purposes disclosed to us as of the Effective Date. You may
make copies of the Tyler Software for backup and testing purposes, so long as such copies are
not used in production and the testing is for internal use only. Your rights to use the Tyler
Software are perpetual but may be revoked if you do not comply with the terms of this
Agreement.
1.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer,
decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial
hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software
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or Documentation to third parties. For purposes of subsection (d), Tyler hereby specifically
advises Client that Tyler Software or Documentation is deemed proprietary as provided for
under Section 2.2-4342(F) of the Code of Virginia (1950, as amended) and that Tyler shall
comply with the notification requirements therein when appropriate.
1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you
or make available to you through your Maintenance and Support Agreement.
1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your
license. You will give us advance written notice of any such transfer and will pay us for any
required or requested technical assistance from us associated with such transfer.
1.6 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 at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties.
We own the title, copyright, and other intellectual property rights in the Tyler Software and the
Documentation. The Tyler Software is licensed, not sold.
2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment
Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
3. Escrow. We maintain an escrow agreement with a third party under which we place the source
code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow
agreement by completing a standard beneficiary enrollment form and paying the applicable annual
beneficiary fee. You will be responsible for maintaining your ongoing status as a beneficiary,
including payment of the then-current annual beneficiary fees. Release of source code for the Tyler
Software is strictly governed by the terms of the escrow agreement.
4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have
a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as
warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect
as set forth in the Maintenance and Support Agreement.
SECTION C – PROFESSIONAL SERVICES
1. Services. We will provide you the various implementation-related services itemized in the
Investment Summary and described in our industry standard implementation plan. We will finalize
that documentation with you upon execution of this Agreement.
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2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains 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. We make all reasonable efforts to schedule our personnel for travel, including
arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you
cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us),
you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees
associated with cancelled professional services if we are unable to reassign our personnel. We will
make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of
scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You
further agree to provide a reasonably suitable environment, location, and space for the installation
of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical
circuits, cables, and other reasonably necessary items required for the installation and operation of
the Tyler Software and any Third Party Products.
7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
8. 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.
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SECTION D – MAINTENANCE AND SUPPORT
This Agreement includes the period of free maintenance and support services identified in the
Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services,
and continue to make timely payments for them according to our Invoicing and Payment Policy, we
will provide you with maintenance and support services for the Tyler Software under the terms of
our standard Maintenance and Support Agreement.
If you have opted not to purchase ongoing maintenance and support services for the Tyler Software,
the Maintenance and Support Agreement does not apply to you. Instead, you will only receive
ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition,
you will:
(i) receive the lowest priority under our Support Call Process;
(ii) be required to purchase new releases of the Tyler Software, including fixes,
enhancements and patches;
(iii) be charged our then-current rates for support services, or such other rates that we may
consider necessary to account for your lack of ongoing training on the Tyler Software;
(iv) be charged for a minimum of two (2) hours of support services for every support call;
and
(v) not be granted access to the support website for the Tyler Software or the Tyler
Community Forum.
SECTION E – THIRD PARTY PRODUCTS
To the extent there are any Third Party Products set forth in the Investment Summary, the following
terms and conditions will apply:
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive
a non-transferable license to use the Third Party Software and related documentation for your
internal business purposes only. Your license rights to the Third Party Software will be governed by
the Third Party Terms.
2.1 We will install onsite the Third Party Software. The installation cost is included in the
installation fee in the Investment Summary.
2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third
Party Software, you will be required to pay such additional future fee.
2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by
the Developer. You will give us advance written notice of any such transfer and will pay us for
any required or requested technical assistance from us associated with such transfer.
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3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party
Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects
and other issues related to the Third Party Software directly to us, and we will (a) directly address
the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b)
facilitate resolution with the Developer, unless that Developer requires that you have a separate,
direct maintenance agreement in effect with that Developer. In all events, if you do not have a
Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects
and other issues related to the Third Party Software directly with the Developer.
SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our
Invoicing and Payment Policy, subject to Section F(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all
services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15) days of notice of our intent to do so.
SECTION G – TERMINATION
1. 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
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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 F(2).
1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section I(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 I(3).
1.2 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of this Agreement for a period of forty-five (45) days or more.
1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to
purchase, lease, operate, or maintain the software or services set forth in this Agreement, you
may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will
not be entitled to a refund or offset of previously paid license and other fees. You agree not to
use termination for lack of appropriations as a substitute for termination for convenience.
SECTION H – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final
judgment is based on your: (a) use of a previous version of the Tyler Software and the claim
would have been avoided had you installed and used the current version of the Tyler Software,
and we provided notice of that requirement to you; (b) combining the Tyler Software with any
product or device not provided, contemplated, or approved by us; (c) altering or modifying the
Tyler Software, including any modification by third parties at your direction or otherwise
permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including
with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software
after we notify you to discontinue use due to such a claim.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
8
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional
equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler
Software, as depreciated on a straight-line basis measured over seven (7) years from the
Effective Date. We will pursue those options in the order listed herein. This section provides
your exclusive remedy for third party copyright, patent, or trademark infringement and trade
secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or (b) our violation of 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.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third-party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
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) PRIOR TO FORMAL TRANSITION TO
MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT
SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN-
CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION
OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL
PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
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IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of
insurance upon your written request.
SECTION I – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter
at our then-current list price, by executing a mutually agreed addendum. If no rate is provided in
the Investment Summary, or those twelve (12) months have expired, you may purchase additional
products and services at our then-current list price, also by executing a mutually agreed addendum.
The terms of this Agreement will control any such additional purchase(s), unless otherwise
specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes,
including, if requested by either party, appointing a senior representative to meet and engage in
good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this
section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution
procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt
certificate. 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
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discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9. Force 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 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.
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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 that we may timely obtain such license.
19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile, without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
12
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 Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Agreement for Tyler Systems Management
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc. Town of Vinton
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. Town of Vinton
One Tyler Drive 311 S. Pollard Street
Yarmouth, ME 04096 Vinton, VA 24179
Attention: Chief Legal Officer Attention: ______________________________
Exhibit A
1
Exhibit A
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to
you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
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Exhibit B
1
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. Tyler Software.
1.1 License Fees: License fees are invoiced as follows: (a) 25% on the Effective Date; (b) 60% on
the date when we make the applicable Tyler Software available to you for downloading (the
“Available Download Date”); and (c) 15% on the earlier of use of the Tyler Software in live
production or 180 days after the Available Download Date.
1.2 Maintenance and Support Fees: Year 1 maintenance and support fees are waived through
the earlier of (a) availability of the Tyler Software for use in a live production environment;
or (b) one (1) year from the Effective Date. Year 2 maintenance and support fees, at our
then-current rates, are payable on that earlier-of date, and subsequent maintenance and
support fees are invoiced annually in advance of each anniversary thereof. Your fees for
each subsequent year will be set at our then-current rates.
2. Professional Services.
2.1 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.2 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 delivery of the Best
Practice Recommendations, by module, and 50% upon delivery 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.
2.3 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.
2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Exhibit B
2
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 the Maintenance and Support Agreement.
2.5 Other Fixed Price Services: Except as otherwise provided, other fixed price services are
invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance
of doubt, where “Project Planning Services” are provided, payment will be due upon
delivery of the Implementation Planning document.
3. Other Services and Fees.
3.1 Systems Management: Systems Management Services are invoiced on the Available
Download Date and are provided in accordance with the Agreement for Tyler Systems
Management attached to this Agreement as Exhibit E. Systems Management Services will
renew automatically for additional one (1) year terms at our then-current Systems
Management Services fee, unless terminated in writing by either party at least thirty (30)
days prior to the end of the then-current term.
4. Third Party Products.
4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
4.2 Third Party Software Maintenance: The first year maintenance fees for the Third Party
Software, if any, is invoiced when we make that Third Party Software available to you for
downloading.
4.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
4.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
5. Expenses. The service rates in the Investment Summary 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, plus a 10% travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
Exhibit B
Schedule 1
1
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee’s total trip duration and the fare is within $100 (each way)
of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee’s total trip duration, the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have
many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
Exhibit B
Schedule 1
2
2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals; except for employees traveling to Alaska and internationally (excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the
airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local
hotel, the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the
hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
Exhibit B
Schedule 1
3
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Day
Return Day
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
Exhibit B
Schedule 1
4
5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the “lowest practical coach fare” with the exception of flights that are
six (6) or more consecutive hours in length. In such event, the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
Exhibit C
1
Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software.
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term
commences on the Effective Date, and remains in effect for one (1) year. The term will renew
automatically for additional one (1) year terms unless terminated in writing by either party at least
thirty (30) days prior to the end of the then-current term. We will adjust the term to match your
first use of the Tyler Software in live production if that event precedes the one (1) year anniversary
of the Effective Date.
2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software
are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing
and Payment Policy. We reserve the right to suspend maintenance and support services if you fail
to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We
will reinstate maintenance and support services only if you pay all past due maintenance and
support fees, including all fees for the periods during which services were suspended.
3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for
our training services on the Tyler Software, and you timely pay your maintenance and support fees,
we will, consistent with our then-current Support Call Process:
3.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to
any applicable release life cycle policy); provided, however, that if you modify the Tyler Software
without our consent, our obligation to provide maintenance and support services on and
warrant the Tyler Software will be void;
3.2 provide support during our established support hours;
3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
3.4 provide you with a copy of all releases to the Tyler Software (including updates and
enhancements) that we make generally available without additional charge to customers who
have a maintenance and support agreement in effect; and
3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support
Exhibit C
2
services remotely. Currently, we use a third-party secure unattended connectivity tool called
Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet
connection capable of connecting us to your PCs and server(s). You agree to provide us with a login
account and local administrative privileges as we may reasonably require to perform remote
services. We will, at our option, use the secure connection to assist with proper diagnosis and
resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support
issue remotely, we may be required to provide onsite services. In such event, we will be responsible
for our travel expenses, unless it is determined that the reason onsite support was required was a
reason outside our control. Either way, you agree to provide us with full and free access to the Tyler
Software, working space, adequate facilities within a reasonable distance from the equipment, and
use of machines, attachments, features, or other equipment reasonably necessary for us to provide
the maintenance and support services, all at no charge to us. We strongly recommend that you also
maintain a VPN for backup connectivity purposes.
5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a
software support issue, it is discovered that one of your peripheral systems or other software is the
cause of the issue, we will notify you so that you may contact the support agency for that peripheral
system. We cannot support or maintain Third Party Products except as expressly set forth in the
Agreement.
In order for us to provide the highest level of software support, you bear the following responsibility
related to hardware and software:
(a) All infrastructure executing Tyler Software shall be managed by you;
(b) You will maintain support contracts for all non-Tyler software associated with Tyler Software
(including operating systems and database management systems, but excluding Third-Party
Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.
6. Other Excluded Services. Maintenance and support fees do not include fees for the following
services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and
support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c)
application design; (d) other consulting services; (e) maintenance and support of an operating
system or hardware, unless you are a hosted customer; (f) support outside our normal business
hours as listed in our then-current Support Call Process; or (g) installation, training services, or third
party product costs related to a new release. Requested maintenance and support services such as
those outlined in this section will be billed to you on a time and materials basis at our then current
rates. You must request those services with at least one (1) weeks’ advance notice.
7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to
this Exhibit C at Schedule 1.
Exhibit C
Schedule 1
1
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients
with current maintenance agreements to collaborate with one another, share best practices and
resources, and access documentation.
(2) On-line submission (portal) – for less urgent and functionality-based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3) Email – for less urgent situations, users may submit unlimited emails directly to the software
support group.
(4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone
software support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools and other information including
support contact information.
(2) Tyler Community – available through login, Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3) Knowledgebase – A fully searchable depository of thousands of documents related to
procedures, best practices, release information, and job aides.
(4) Program Updates – where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday –
Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage
across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage
on these days.
Exhibit C
Schedule 1
2
Issue Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a
unique incident number. This system tracks the history of each incident. The incident tracking number is
used to track and reference open issues when clients contact support. Clients may track incidents, using
the incident number, through the portal at Tyler’s website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The
client is responsible for reasonably setting the priority of the incident per the chart below. This chart is
not intended to address every type of support incident, and certain “characteristics” may or may not
apply depending on whether the Tyler software has been deployed on customer infrastructure or the
Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the
importance of the issue and to describe generally expected responses and resolutions.
Characteristics of Support Incident Resolution Targets
1
Critical
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
1 incidents within one (1) business hour of receipt of
the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within one (1)
business day. For non-hosted customers, Tyler’s
responsibility for lost or corrupted data is limited to
assisting the client in restoring its last available
2
High
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or
corruption of data.
2 incidents within four (4) business hours of receipt of
the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or
provide a circumvention procedure within ten (10)
business days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to
assisting the client in restoring its last available
3
Medium
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
3 incidents within one (1) business day of receipt of
the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents
without the need for a circumvention procedure with
the next published maintenance update or service
pack. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Exhibit C
Schedule 1
3
Characteristics of Support Incident Resolution Targets
4
Non-
critical
of non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
4 incidents within two (2) business days. Tyler shall
use commercially reasonable efforts to resolve such
support incidents, as well as cosmetic issues, with a
Incident Escalation
Tyler Technology’s software support consists of four levels of personnel:
(1) Level 1: front-line representatives
(2) Level 2: more senior in their support role, they assist front-line representatives and take on
escalated issues
(3) Level 3: assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a
product group
If a client feels they are not receiving the service needed, they may contact the appropriate Software
Support Manager. After receiving the incident tracking number, the manager will follow up on the open
issue and determine the necessary action to meet the client’s needs.
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately. A software support incident can be escalated by any of the following
methods:
(1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to
escalate an issue through management channels as described above.
(2) Email – clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client’s database, process or setup to diagnose a
problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote
support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup,
diagnose problems, or assist with screen navigation. More information about the remote support tool
Tyler uses is available upon request.
Exhibit D
1
Exhibit D
DocOrigin End User License Agreement
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Exhibit D
2
Exhibit D
3
Exhibit D
4
Exhibit D
5
Exhibit D
6
Exhibit E
1
Exhibit E
Agreement For
Tyler Systems Management (“TSM”)
CUSTOMER agrees to purchase, and Tyler Technologies, Inc. (“Tyler”) agrees to provide, the services listed
below in accordance with the following terms and conditions.
I. Term of Agreement:
This Tyler Systems Management Agreement (herein “TSM Agreement”) is effective as of the Available
Download Date of the License and Services Agreement (“Agreement”) between Tyler and the CLIENT and
shall remain in force for an initial one (1) year term. Upon expiration of that initial term, the TSM
Agreement will automatically renew for additional one year terms, at Tyler’s then-current rates, unless
terminated by either party at least thirty (30) days’ in advance of the upcoming renewal date.
The headings used in the TSM Agreement are for reference purposes only and shall not be deemed a part
of this TSM Agreement.
II. Scope of the Agreement:
Both parties acknowledge that this TSM Agreement covers only the services described below, for the
internal business operations of:
Internal Business Operations of the Town of Vinton
III. Payment:
1. As set forth in the Invoicing and Payment Policy (Exhibit B to the Agreement), Client agrees to pay
Tyler the year one fee for the services described below. This payment is due and payable as indicated
in Exhibit B. Thereafter, payments for any renewal period will be due annually in advance. Payment
terms are net forty-five (45) days from invoice date.
2. Additional Charges. Any systems management services and/or related materials performed or
supplied by Tyler for Client that are not in-scope, as defined herein, will be invoiced to Client on a
time and materials basis at Tyler’s then-current rates
IV. Covered System:
Window Servers that are required to run the Munis application.
V. Scope of Services: Tyler will provide the following services for the benefit of Client:
Exhibit E
2
a. Tyler SYSTEMS MANAGEMENT Service is available during Tyler's then-current business hours.
Tyler’s current business hours are set forth at http://www.tylertech.com/client-support. Client may
contact a TSM technician using the contact information set forth at
http://www.tylertech.com/client-support. Calls will be recorded and answered on a first in first
out basis, except on reports that declare Client’s system down, in which case Client’s call will be
moved to the head of the queue
b. TSM services are restricted to the primary production server(s) that the Tyler Software subject to
this TSM Agreement is installed on.
c. Environments: Database administration services are restricted to three Tyler environments: one
live environment, one training environment, and one test environment.
(1) In cases where additional databases exist, each additional database will be subject to
additional fees, which Tyler will quote to Client at Tyler’s then-current rates.
d. Application Software: In-scope TSM services include two complete sets of the Tyler Software
subject to this TSM Agreement: one live set and one test/train set.
e. Required Foundation Software: TSM services include the support and installation of all
foundation software Tyler requires Client to procure to utilize one live, one train and one test
database. Required foundation software is set forth at https://check.tylertech.com/. Tyler does
not support, and this TSM Agreement does not include support services for, any third party
product that is not required foundation software. Tyler will reasonably cooperate with Client in
investigating issues within the Tyler Software that may be created by a third party product, but it
is Client’s responsibility to pursue support on third party products directly from that vendor or its
authorized partners.
f. Tyler will also perform system administrative tasks on the installed operating system and database
administrative tasks on the installed database engine software.
g. Tyler will also provide a remote installation and configuration of a new or upgraded server, at
Client’s request, once every two (2) years.
VI. Client Responsibilities:
a. Client shall provide, at no charge to Tyler, full and free access to the programs covered
hereunder, including working space; adequate facilities within a reasonable distance from the
equipment; and use of machines, attachments, features, or other equipment necessary to
provide the specified support and maintenance service.
b. Client shall install and maintain for the duration of this TSM Agreement a stable high speed
network connection available for remote connections. Client shall pay for installation,
maintenance and use of such equipment and associated communication line use charges. Tyler,
at its option, shall use this remote interface in connection with error correction.
VI. General
Exhibit E
3
a. Non-Assignability: Client shall not have the right to assign or transfer its rights hereunder to any
party.
b. Excused Non-Performance: Tyler shall not be responsible for delays in servicing the products
covered by this TSM Agreement caused by strikes, lockouts, riots, epidemic, war, government
regulations, fire, power failure, acts of God, or other causes beyond its control.
c. Limitation of Liability: Tyler’s liability hereunder shall not exceed Client’s actual, direct, damages,
not to exceed the TSM services fess paid for the year in which the Client’s claim accrues. Client
SHALL NOT, IN ANY EVENT, BE ENTITLED TO, AND Tyler SHALL NOT BE LIABLE FOR, INDIRECT,
SPECIAL. INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF Tyler
TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE
NATURE OF CLIENT’S CLAIM.
d. Governing Law: This TSM Agreement shall be governed by, and construed in accordance with, the
laws of Client’s state of domicile. The invalidity or unenforceability of any provisions of this
agreement shall not affect the validity or enforceability of any other provision.
e. Modification of this Contract: No modifications or amendment of this TSM Agreement shall be
effective unless set forth in writing and signed by both Client and Tyler.
f. Suspension: Support and services will be suspended whenever Client's account is thirty (30) days
overdue. Support and services will be reinstated when Client's account is made current by paying
all past due fees.
g. Reservation of Rights: Tyler reserves all right, title and interest, including but not limited to
intellectual property rights, in and to the Tyler Software, the TSM services, and any services or
deliverables related thereto, except as expressly set forth in this TSM Agreement.
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
SEPTEMBER 1, 2020, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS
PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED
WHEREAS, during the COVID-19 pandemic, it became apparent that the current Enterprise
Resource Planning (ERP) Software lacked abilities to allow our workforce to
efficiently telework and provide services; and
WHEREAS, the County of Roanoke has allocated a portion of CARES Act funding to the Town
of Vinton, which allows the Town to improve teleworking capabilities of employees
to comply with provisions of COVID-19 public health precautions; and
WHEREAS, at this time the Town is able to use the CARES Act funding to pay for items incurred
by December 30, 2020 and plans to cover the remaining balance in the FY2022
Budget; and
WHEREAS, the Town is able to add ERP modules to a software already utilized for certain
services, and pricing has been obtained through a cooperative procurement contract;
and
WHEREAS, it is necessary that Vinton Town Council approve and authorize the Town Manager
to enter into this License and Services Agreement with Tyler Technologies, Inc.
NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF
VINTON, VIRGINIA, AS FOLLOWS:
1. The License and Services Agreement is hereby approved in a form substantially similar to
the one presented to Council and approved by the Town Attorney.
2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then
to deliver the Contract and any other necessary documents in furtherance of the same.
This Resolution adopted on motion made by Council Member _________________, seconded by
Council Member __________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
___________________________________
Bradley E. Grose, Mayor
ATTEST:
______
Susan N. Johnson, CMC, Town Clerk
1
Meeting Date
September 1, 2020
Department
Finance/Treasurer
Issue
Consider adoption of an Ordinance authorizing Hazard Pay up to the amount of $48,443.00 from
CARES Act funds and Gratitude Bonus from the General Fund up to the amount of $24,025.00,
from the Utility Fund up to the amount of $15,377.80 and from the Stormwater Fund up to the
amount of $5,958.43
Summary
As a result of the COVID- 19 pandemic and the resulting economic downturn, the Town was
required to decrease revenue projections and the approved FY2021 budget did not include any
salary adjustments for employee.
In order to provide relief to states and localities during the COVID- 19 pandemic, the United States
Congress passed and the President recently signed the Coronavirus Aid, Relief, and Economic
Security (CARES) Act of 2020 and this Act provides funding for a number of different programs
to address the COVID- 19 pandemic. A primary component of the CARES Act is $ 150 billion in
assistance to state, local, territorial, and tribal governments for the direct impact of the COVID-
19 pandemic through the establishment of the Coronavirus Relief Fund (CRF). Roanoke County
received an allocation of $8,217,365.00 from the CRF and is responsible for ensuring that an
equitable share of said funds received shall be shared with and granted to the Town of Vinton and
the Town of Vinton’s equitable share of said funds is $706,693.00.
It has been proposed that full-time uniformed, sworn public safety employees and the full-time,
non-sworn public safety employee receive hazard pay as recognition for the increased risk assumed
during the COVID- 19 pandemic, and that such hazard pay may be funded from CARES Act funds.
Additionally, it has also been proposed that all other Town employees receive a gratitude bonus
as recognition for increased risk assumed during the COVID- 19 pandemic, and that such bonuses
be paid from the Town through operating budget transfers from each applicable Fund.
Town Council
Agenda Summary
2
Section 15. 2- 1508 of the 1950 Code of Virginia, as amended, authorizes the governing body of
any locality to pay monetary bonuses to its officers and employees and Town Council deems that
it is in its best interests to authorize the payment of the proposed hazard pay and gratitude bonuses
to recognize the services rendered by Town officers and employees during these difficult economic
times and would like to make this payment on September 24, 2020.
Attachments
Ordinance
Recommendations
Motion to adopt Ordinance
1
ORDINANCE NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
SEPTEMBER 1, 2020, AT 7:00 P.M. BY ELECTRONIC COMMUNICATIONS PURSUANT
TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED
WHEREAS, as a result of the COVID- 19 pandemic and the resulting economic downturn, the Town
was required to decrease revenue projections and to eliminate salary increases; and
WHEREAS, accordingly, the approved FY2021 budget did not include any salary adjustments for
employees; and
WHEREAS, in order to provide relief to states and localities during the COVID- 19 pandemic, the
United States Congress passed and the President recently signed the Coronavirus Aid, Relief, and
Economic Security (CARES) Act of 2020 and this Act provides funding for a number of different
programs to address the COVID- 19 pandemic. A primary component of the CARES Act is $ 150 billion
in assistance to state, local, territorial, and tribal governments for the direct impact of the COVID- 19
pandemic through the establishment of the Coronavirus Relief Fund (CRF); and
WHEREAS, Roanoke County received an allocation of $8,217,365.00 from the CRF and is responsible
for ensuring that an equitable share of said funds received shall be shared with and granted to the Town
of Vinton and the Town of Vinton’s equitable share of said funds is $706,693.00; and
WHEREAS, it has been proposed that full-time uniformed, sworn public safety employees and the full-
time, non-sworn public safety employee receive hazard pay as recognition for the increased risk assumed
during the COVID- 19 pandemic, and that such hazard pay may be funded from CARES Act funds; and
WHEREAS, it has further been proposed that all other Town employees receive a gratitude bonus as
recognition for increased risk assumed during the COVID- 19 pandemic, and that such bonuses be paid
from the Town through operating budget transfers from each applicable Fund; and
WHEREAS, Section 15. 2- 1508 of the 1950 Code of Virginia, as amended, authorizes the governing
body of any locality to pay monetary bonuses to its officers and employees; and
WHEREAS, the Vinton Town Council deems that it is in its best interests to authorize the payment of
the proposed hazard pay and gratitude bonuses to recognize the services rendered by Town officers and
employees during these difficult economic times and would like to make this payment on September
24, 2020.
NOW THEREFORE, BE IT ORDAINED by the Council of the Town of Vinton, Virginia as follows:
1. The Town Manager is hereby authorized to pay hazard pay to public safety employees from
previously appropriated CARES Act Funds as follows:
a. Full- time uniformed, sworn public safety employees shall receive $2,000 in hazard
pay.
2
b. Full-time, non-sworn public safety employee shall receive $1,500 in hazard pay.
c. Such hazard pay is not a bonus, and reflects a retroactive payment of $200 per pay
period, and $150 per pay period respectfully, for the ten pay periods from March 20,
2020 to July 24, 2020 for uniformed/sworn and non-sworn officers as provided for in
the CARES Act and in guidance provided by the United States Department of the
Treasury regarding expenditure of CARES Act funds.
d. Such total payments from appropriated CARES Act funds may be up to the amount
of $48,443.00.
2. The Town Manager is hereby authorized to pay a gratitude bonus to all other Town of Vinton
employees as follows:
a. Full-time Emergency Management Coordinator shall receive a $1,500 bonus.
b. All Full-time Public Works Field employees shall receive a $1,000.00 bonus.
c. All regular Full-Time employees not receiving hazard pay shall receive a $700.00
bonus.
d. All regular Part-Time employees not receiving hazard pay shall receive a $250.00
bonus.
e. Such total payments from the General Fund may be up to the amount of $24,025.00,
from the Utility Fund may be up to the amount of $15,377.80, and from the
Stormwater Fund may be up to the amount of $5,958.43.
Items 1(b), 2(a), 2(b) and 2(c) shall also receive 40 hours of awarded leave to be used for paid
time off by the employee no later than December 31, 2021. Should the employee leave the
Town of Vinton, any awarded leave hours will not be subject to payout.
3. Town employees qualifying for the hazard pay/gratitude bonus are further defined as full-
time and regular part-time employees who are in an active pay status at the time the bonus is
paid. Regular full- time employees are those listed in the Town of Vinton Pay Classification
Plan. Regular part-time employees are those actively working a regular weekly schedule
during March 20, 2020 to July 24, 2020 and recommended by the Department Director. It
does not include part-time casuals and temporaries, boards and commissions.
4. The Vinton Town Council does hereby approve the transfers as shown on the attached Budget
Transfers Detail Listing.
3
This ordinance adopted on motion made by Council Member and
seconded by Council Member , with the following votes recorded:
AYES:
NAYS:
APPROVED:
Bradley E. Grose, Mayor
ATTEST:
Susan N. Johnson, CMC, Town Clerk
BUDGET TRANSFERS - COUNCIL ACTION ITEM
MOVE FUNDS TO:
GL Account Description Amount
200.1200.101 Town Manager Salary & Wages 700.00
200.1200.201 Town Manager SS & Medicare 53.55
200.1203.101 Human Resources Salary & Wages 245.00
200.1203.201 Human Resources SS & Medicare 18.74
200.1214.201 Treasurer's Office SS & Medicare 128.52
200.1221.101 Public Works Admin Salary & Wages 470.00
200.1221.201 Public Works Admin SS & Medicare 35.96
200.3101.101 Police Department Salary & Wages 78.20
200.3101.103 Police Department Part Time Wages 250.00
200.3101.201 Police Department SS & Medicare 13.77
200.4101.101 Highway Maintenance Salary & Wages 6,640.00
200.4101.201 Highway Maintenance SS & Medicare 507.96
200.4105.101 Snow Removal Salary & Wages 160.00
200.4105.201 Snow Removal SS & Medicare 12.24
200.4108.101 Traffic & Signs Salary & Wages 110.00
200.4108.201 Traffic & Signs SS & Medicare 8.42
200.4203.101 Refuse Salary & Wages 4,390.00
200.4203.201 Refuse SS & Medicare 335.84
200.4206.101 Recycling Salary & Wages 1,180.00
200.4206.201 Recycling SS & Medicare 90.27
200.4304.101 Building & Grounds Salary & Wages 300.00
200.4304.201 Building & Grounds SS & Medicare 22.95
200.7101.101 Special Programs Salary & Wages 425.00
200.7101.103 Special Programs Part Time Wages 210.00
200.7101.201 Special Programs SS & Medicare 48.58
200.7103.101 War Memorial Salary & Wages 1,155.00
200.7103.103 War Memorial Part Time Wages 582.50
200.7103.201 War Memorial SS & Medicare 132.92
200.7107.101 Senior Center Salary & Wages 595.00
200.7107.103 Senior Center Part Time Wages 457.50
200.7107.201 Senior Center SS & Medicare 80.52
200.7108.103 Town Museum Part-Time Wages 250.00
200.7108.201 Town Museum SS & Medicare 19.13
200.8101.101 Planning & Zoning Salary & Wages 2,100.00
200.8101.201 Planning & Zoning SS & Medicare 160.65
200.8150.101 Economic Development Salary & Wages 350.00
200.8150.201 Economic Development SS & Medicare 26.78 24,025.00 General Fund
250.1100.101 CARES Act Salary & Wages 45,000.00
250.1100.201 CARES Act SS & Medicare 3,443.00 48,443.00 Grant Fund
300.9400.101 Water Administration Salary & Wages 1,505.00
300.9400.201 Water Administration SS & Medicare 115.13
300.9405.101 Customer Accounts Salary & Wages 2,120.00
300.9405.103 Customer Accounts Part Time Wages 960.00
300.9405.201 Customer Accounts SS & Medicare 235.62
300.9410.101 Water Maintenance Salary & Wages 5,340.00
300.9410.201 Water Maintenance SS & Medicare 408.51
300.9500.101 Wastewater Maintenance Salary & Wages 4,360.00
300.9500.201 Wastewater Maintenance SS & Medicare 333.54 15,377.80 Utility Fund
600.6200.101 Stormwater Administration Salary & Wages 741.00
600.6200.201 Stormwater Administration SS & Medicare 56.69
600.6202.101 Stormwater Operations Salary & Wages 1,094.00
600.6202.201 Stormwater Operations SS & Medicare 83.69
600.6205.101 Street Cleaning Salary & Wages 3,700.00
600.6205.201 Street Cleaning SS & Medicare 283.05 5,958.43 Stormwater Fund
93,804.23 93,804.23
MOVE FUNDS FROM:
GL Account Description Amount
200.9950.910 Non Departmenal Transfers 24,025.00 24,025.00 General Fund
250.1100.553 CARES Act Supplies Account 48,443.00 48,443.00 Grant Fund
300.9900.407 Reserve for Contingencies 15,377.80 15,377.80 Utility Fund
600.6200.302 Contractual Services 5,958.43 5,958.43 Stormwater Fund
93,804.23 93,804.23