R-24-29VILLAGE OF DEERFIELD
RESOLUTION NO. 2024- R-24-29
A RESOLUTION APPROVING INTERGOVERNMENTAL AGREEMENT WITH
THE VILLAGE OF BANNOCKBURN REGARDING
ELECTRONIC CITATION SOFTWARE
WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and the Illinois
Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., authorize and encourage
intergovernmental cooperation; and
WHEREAS, the Village desires to purchase a license for software from Tyler
Technologies, Inc. ("Vendor') to allow the to issue electronic citations ("Software'); and
WHEREAS, the Village plans to enter into a software agreement with the Vendor to
provide the Village the Software ("Agreement').; and
WHEREAS, the Village of Bannockburn (`Bannockburn') desires to partner with
Deerfield to be a sub -licensee under the Agreement so that Bannockburn can utilize the.
Software to more efficiently issue and manage citations; and
WHEREAS, partnering with Bannockburn will save both the Village and
Bannockburn money; and
WHEREAS, - the Village Board has determined that entering into an
intergovernmental agreement with Bannockburn to set the terms for Bannockburn's
reimbursement to the Village for use of the Software ("IGA') will serve and be in the best
interests of the Village and its residents; and
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as
its findings, as if fully set forth herein.
SECTION 2: APPROVAL OF INTERGOVERNMENTAL AGREEMENT. The
Village Board hereby approves the IGA in substantially the same form as attached to this
Resolution as Exhibit A and in a final form approved by the Village Attorney.
SECTION 3: AUTHORIZATION TO EXECUTE CONTRACT. The Mayor and the
Village Clerk are hereby authorized and directed to execute and attest, on behalf of the
Village, the final IGA. If the executed copy of the final agreement is not received by the
Village Clerk within 60 days after the effective date of this Resolution, then this authority to
execute and attest will, at the option of the Mayor and Board of Trustees, be null and void.
SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect
from and after its passage and approval by a majority of the members of the Board of
Trustees.
4890-3242-6413, v. 1
AYES: Benton, Berg, Goldstone, Jacoby, Oppenheim
NAYS: None
ABSTAIN: None
ABSENT: Metts-Childers
PASSED: March 18, 2024
APPROVED: March 28, 2024
RESOLUTION NO: R-24-29
L'14'-��
Daniel C. Shapiro, Mayor
ATTEST:
Ld L L. —
Daniel Van Dusen, Deputy Village Clerk
4890-3242-6413, v. 1
EXHIBIT A
IGA
4890-3242-6413, v. 1
INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE
VILLAGE OF DEERFIELD AND THE VILLAGE OF BANNOCKBURN
FOR USE OF ELECTRONIC CITATION SOFTWARE
THIS INTERGOVERNMENTAL AGREEMENT (`7GA") is made and entered into as
of the 2nd day of April, 2024 ('Effective Date"), and is by and between the VILLAGE OF
DEERFIELD, an Illinois home rule municipality ("Deerfield"), and the VILLAGE OF
BANNOCKBURN, an Illinois home rule municipality ("Bannockburn' (collectively
"Patties").
IN CONSIDERATION OF, and in reliance upon, the recitals and the mutual covenants
set forth in this IGA, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties mutually agree as follows:
SECTION 1. RECITALS.
A. The Constitution of the State of Illinois, 1970, Article VII, Section 10, authorizes
units of local government to contract or otherwise associate among themselves in any manner not
prohibited by law or ordinance. In addition, the provisions of the Intergovernmental Cooperation
Act, (5 ILCS 220/1 et seq.), authorize and encourage intergovernmental cooperation.
B. Deerfield desires to purchase a license for software from Tyler Technologies, Inc.
("Vendor") to allow Deerfield to issue electronic citations ("Software").
C. Deerfield plans to enter into a software agreement with the Vendor to provide the
Software, with rights to extend sublicenses ("Agreement").
D. Bannockburn desires to partner with Deerfield to be a sub -licensee under the
Agreement so that Bannockburn can utilize the Software to more efficiently issue and manage
citations,
SECTION 2. SOFTWARE LICENSE.
Deerfield will enter into an Agreement with Vendor no later April 15, 2024, for Tyler to
provide the Software to Deerfield and to Bannockburn as an intended third -party beneficiary. The
Agreement will provide Bannockburn rights and privileges to use the Software on par with
Deerfield. The Agreement will provide that all fees for the use of the Software by both Parties
will be billed by Tyler to Deerfield and paid by Deerfield.
SECTION 3. COSTS.
In consideration of its right to use the Software under the Agreement, Bannockburn will
pay to Deerfield: (i) $16,862.00, which must be paid no later than May 31, 2024; and (ii) $4,004.00
plus its share of any price increases charged by Vendor, which must be paid in 2025 within 30
days after receiving an invoice from Deerfield.
4859-1832-8749, v. 1
SECTION 4. TERM.
This IGA will be in effect from the Effective Date until December 31, 2025 unless the IGA
is extended by the Parties by the mutual written agreement.
SECTION 5. NO WARRANTY.
BANNOCKBURN ACKNOWLEDGES AND AGREES THAT DEERFIELD IS
PROVIDING BANNOCKUBURN ACCESS TO THE SOFTWARE "AS IS, WHERE IS," WITH
NO REPRESENTATIONS OR WARRANTIES FROM DEERFIELD, EITHER EXPRESS OR
IMPLIED. IN THE EVENT THAT BANNOCKBURN HAS ANY CLAIMS WHATSOEVER
REGARDING ACCESS OR THE PERFORMANCE OF THE SOFTWARE, IT WILL LOOK TO
THE VENDOR EXCLUSIVELY FOR RECOVERY, AND NOT DEERFIELD.
SECTION 6. INDEMNIFICATION.
A. Indemnification by Deerfield. Deerfield does hereby indemnify and holds
Bannockburn harmless from and against any and all claims which may arise out of Deerfield's
obligations under this Agreement, its use of the Software, or Deerfield's failure to abide by the
terms of the Agreement, except to the extent caused by the negligence or willful and wanton
conduct of Bannockburn, as the case may be.
B. Indemnification by Bannockburn. Bannockburn does hereby indemnify and holds
Deerfield harmless from and against any and all claims which may arise out of the obligations of
Bannockburn under this Agreement, its use of the Software, or Bannockburn's failure to abide by
the terms of the Agreement except to the extent caused by the negligence or willful and wanton
conduct of Deerfield.
C. No Waiver. Nothing expressed in this Agreement is intended to result in the waiver
of any defenses or immunities provided by statute or common law. The reciprocal indemnity
described herein is solely for the benefit of the Parties and there are no third -party beneficiaries to
this IGA intended or created by the Parties' allocation of risk.
SECTION 7. GENERAL CONDITIONS.
A. Amendments and Modifications. No amendment or modification to this IGA will
be effective unless and until it is reduced to writing and approved and executed by all Parties to
this IGA in accordance with all applicable statutory procedures.
B. No Joint Venture. It is hereby understood and agreed that nothing contained in this
IGA will be deemed or construed to create the relationship of principal and agent, partnership or
joint venture between the Parties. No provision of this IGA and no act or acts of the Parties will
be deemed to create any relationship between the Parties other than the relationship specifically
set forth in this IGA.
4869-1832-8749, v. 1
C. Successors and Assigns. The terins, covenants and conditions of this IGA will bind
and inure to the benefit of the Parties and their respective heirs, executors, administrators, and
authorized successors and assigns; provided, however, that neither Party may assign this IGA
except upon the prior written consent of the other Party.
D. No Third -Party Beneficiaries. No claim as a third party beneficiary under this IGA
by any person, firm, or corporation will be made, or be valid, against the Parties, or either of them.
E. Rights Cumulative. Unless expressly provided to the contrary in this IGA, each
and every one of the rights, remedies and benefits provided by this IGA will be cumulative and
will not be exclusive of any other such rights, remedies and benefits allowed by law.
F. Governing Law. This IGA will be governed by, and enforced in accordance with
the internal laws, but not the conflicts of laws rules, of the State of Illinois. This IGA shall be
subject to the jurisdiction of the Circuit Court of Lake County, Illinois,
G, Authority to Execute. The Parties hereby warrant and represent to each other that:
(i) the persons executing this IGA on behalf of each Party have been properly authorized to do so
by their respective corporate authorities; (ii) each Party has the full and complete right, power and
authority to enter into this IGA and to agree to the terms, provisions and conditions set forth in this
IGA; (iii) that all legal actions needed to authorize the execution, delivery and performance of this
IGA have been taken by each Party; and (iv) that neither the execution of this IGA nor the
performance of the obligations assumed by each Party will (a) result in a breach or default under
any other IGA or obligation of each Party or (b) violate any statute, law, restriction, court order or
IGA to which each Party may be subject.
[SIGNATURE PAGE FOLLOWS]
4859-1832-8749, v. 1
IN WITNESS WHEREOF, the Parties have caused the execution of this IGA by their
duly authorized officers on the date stated on the first page of this IGA.
ATTEST: L
By:_LJ
ATTEST:
By:.�
VILLAGE OF DEERFIELD
By: j
Acting Village Manager
VILLAGE OF BANNOCKBURN
P"'..5 . ■► #-. A■
4869-1832-8749, v. 1
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AMENDMENT
This amendment ("Amendment") is effective as of the date of signature of the last party to sign as indicated
below ("Amendment Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with
offices at 840 West Long Lake Road, Troy, MI 48098 ("Tyler") and Village of Deerfield, with offices at 850
Waukegan Rd., Deerfield, IL 60015 ("Client").
WHEREAS, Tyler and the Client are parties to a License Agreement with an effective date of June 30, 2003 (the
"Agreement"); and
WHEREAS, Tyler and Client now desire to amend the Agreement.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as
follows:
1. The items set forth in the Amendment Investment Summary attached as Exhibit 1 to this Amendment are
hereby added to the Agreement as of the first day of the first month following Amendment Effective
Date; and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the
maintenance and support term as set forth in the Agreement. Payment of fees and costs for such items
are as follows:
a. The annual SaaS fees shall be invoiced on the first day of the first month following the
Amendment Effective Date, prorated for the time period commencing on such date and ending
concurrently with the Client's annual maintenance and support term under the Agreement.
Subsequent SaaS fees will be invoiced annually in advance at our then -current rates.
b. Additional Implementation and other professional services (including training) are billed and
invoiced as delivered, at the rates set forth in the Amendment Investment Summary.
c. Third Party Hardware shall be invoiced upon delivery.
d. Travel expenses shall be invoiced as incurred.
2. Section 18.0 of the Agreement is amended to add the following:
18.6 "Affiliated Organization" means a government entity separate from you, but which will have access
to the Tyler Software detailed in Exhibit 1 under this Amendment. On the Amendment Effective Date, the
Village of Bannockburn is added as a Permissible Affiliated Organization for the Tyler Software listed in
Exhibit 1.
a. Affiliated Organization for the Tyler Software. Access by Affiliated Organization. We will grant the
Affiliated Organization access to the Tyler Software according to the terms of the Agreement, and
such Affiliated Organization must abide by the terms of the Agreement. The Village of
Bannockburn, as the Affiliated Organization, is a third -party beneficiary of this Agreement.
3. Without limiting the terms of the Agreement, you understand and agree that the Tyler Software set forth
in the Investment Summary as subscription or software as a service ("SaaS") do not include perpetual
rights. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy,
your right to use the applicable Software will be suspended unless and until payment in full has been
made. Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level
Agreement found here: htt^s: ,"www.t lertech.conmZtermst LIt er-sass-services.
4. This Amendment shall be governed by and construed in accordance with the terms and conditions of the
Agreement.
5. All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc.
By:
Name: _Sherry Clark
Title: - Group gngrgl Counsel.
Date:. 3/19/24
Village of Deerfield, IL
By
Name;
Title:
Date: �'�
■`�. * tyler
■ techr.�c logi-s
Exhibit 1
Amendment Investment Summary
The following Amendment Investment Summary details the software, products, and services to be delivered by
us to you under the Agreement. This Amendment Investment Summary is effective as of the Amendment
Effective Date.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
•••e!� tyler
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• technologies
INVESTMENT SUMMARY
Exhibit 1
Tyler Software $ 0
Services $ 22,500
Third -Party Products $ 14,986
Estimated Travel $ 2,885
Total One -Time Cost $ 40,371
Annual Recurring Fees/SaaS $ 15,036
Tyler Software Maintenance $ 0
2022-456829-N1G5P4 CONFIDENTIAL Page 1
Quoted By:
Quote Expiration:
tyler
. a
• technologies
Quote Name:
Sales Quotation For:
Deerfield Police Department
850 Waukegan Rd
Deerfield IL 60015-3206
Phone: +1(847) 945-8636
Exhibit 1
Ramsen Khoshaba
4/30/24
Tyler Enforcement Mobile (Village
Police eCitation, Code and
Parking/iOS and Android)
t.icense
REF License - MDC or TABLET [17]
$ 8,160
$ 816
$ 7,344
REF License - iOS [5]
$ 2,400
$ 240
$ 2,160
Interface
Device Level - Enterprise Public Safety
$ 0
$ 0
$ 0
ERP - Enterprise Resources
$ 0
$ 0
$ 0
CMS - Municipal Justice
$ 0
$ 0
$ 0
Interface: Enterprise Law Enforcement Records
$ 0
$ 0
$ 0
Task
Task: Code Enforcement [2]
$ 4,098
$ 410
$ 3,688
Subscription License lms
Task: Building Code
$ 2,049
$ 205
$ 1,844
Task: eCitation (Included with SaaS)
$ 0
$ 0
$ 0
Task: IDOT Traffic and Pedestrian Stop (Included with SaaS)
$ 0
$ 0
$ 0
2022-456829-N1G5P4 CONFIDENTIAL
Page 2
Export: IDOT Demographic Profile Report (Included with SaaS)
Task: eParking - Standard (Included with SaaS)
TOTAL
Services
Exhibit 1
$0 $0 $0
$0 $0 $0
$15,036
Project Management
1
$ 2,500
$ 0
$ 2,500
$ 0
Set Up & Config
1
$ 10,000
$ 0
$ 10,000
$ 0
Set Up & Configuration for Enterprise Public Safety Interface
1
$ 0
$ 0
$ 0
$ 0
Training
3
$ 1,000
$ 0
$ 3,000
$ 0
Set -Up & Configuration for hardware platform - Android
1
$ 0
$ 0
$ 0
$ 0
Task: Language Translation
1
$ 500
$ 0
$ 500
$ 0
Set -Up & Configuration - iOS
1
$ 0
$ 0
$ 0
$ 0
Set Up and Configuration - Sub Account (Bannockburn)
1
$ 6,500
$ 0
$ 6,500
$ 0
TOTAL
$ 22,500
$ 0
LB3692 / Brother, PocketJet, Rugged Jet, Car Adapter -wired, 14 ft.
14
$ 30
$ 420
$ 0
$ 0
LB3603 / Brother, PocketJet, Rugged Jet, USB Cable, 10 ft.
14
$ 21
$ 294
$ 0
$ 0
RDM02U5 / Brother, Rugged Jet, Paper, Thermal, premium, 36 rolls per case
1
$ 188
$ 188
$ 0
$ 0
RJ4230BL / Brother, Printer, Rugged Jet 4, Bluetooth
17
$ 665
$ 11,305
$ 0
$ 0
PA-CR-002A / Brother, Acc-Printer, RJ4200 Series, Docking/Mounting Station w
Power and USB connectivity
14
$ 178
$ 2,492
$ 0
$ 0
LBX069 / Brother, RJ4200 Series, Printer Carrying Case, incl. shoulder strap
1
$ 95
$ 95
$ 0
$ 0
LBX063 / Brother, Power splitter charging cord (1 to 5)
4
$ 48
$ 192
$ 0
$ 0
2022-456829-N1G5P4 CONFIDENTIAL Page 3
Exhibit 1
TOTAL
Summary
One Time Fees
Total Tyler Software
$ 0
Total Annual
$ 0
Total Tyler Services
$ 22,500
Total Third -Party Hardware, Software, Services
$ 14,986
Estimated Travel
$ 2,885
Contract Total
$ 55,407
Assumptions
Recurring Fees
$0
$ 15,036
$0
$0
$0
$ 14,986
For additional information, please visit Ihtts: em ower.t lertech.com enter ri e- ubIic-safet -s ecifica io .htmI
$0
2022-456829-NiG5P4 CONFIDENTIAL Page 4
Exhibit 1
Enforcement Mobile quote includes the following:
• Software as a Service (Licenses, maintenance/support and hosting)
• Administrative Website (Unlimited Users)
• Laptop configuration main account (Deerfield Police Department)
• Laptop configuration sub account (Bannockburn Police Department)
• iOS configuration included (Village Code/Parking Department)
• Android configuration included (If needed and additional licenses to be purchased)
• Licenses (5 iOS - Code and 12 Laptops/Deerfield & 5 Laptops/Bannockburn)
• eCitation task (Police traffic citations)
• Code Enforcement Task (Police -Local Ordinance Citations)
• Building Code Task (Village Code Citations)
• Parking Task (Parking citations)
• Warning Citations
• [DOT Traffic and Pedestrian Stop task (Police)
• [DOT Demographic Profile export (Police)
• Local Court interface (Tyler Municipal Justice)
• RMS interface (Tyler - all ticket types)
• Mobile Device interface (Tyler Enterprise Public Safety - Police)
• EPP Interface (Tyler Munis - Enforcement Mobile to receive Water Billing owner contact information)
• Language translation (Spanish)
• Hardware (Thermal printers and accessories)
• All related services to manage project, implement and train -the -trainers
• 24x7 Support
2022-456829-N1G5P4 CONFIDENTIAL Page 5