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HomeMy WebLinkAboutC17-314 Tyler TechnologiesSTANDARD SOFTWARE MAINTENANCE AGREEMENT BETWEEN TYLER TECHNOLOGIES, INC. AND EAGLE COUNTY, COLORADO This Standard Software Maintenance Agreement ("Agreement") is effective as of October 1, 2016 (the "Effective Date') by and between Tyler Technologies, Inc. with offices at 840 West Long Lake Road, Troy, MI 48098 ("Tyler") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, New World Systems Corporation ("New World") and the County are parties to the Standard Software License and Services Agreement dated March 8, 2006 ("Original Agreement") under which the County licensed the New World Systems software itemized therein; and WHEREAS, the Original Agreement contained the Standard Software Maintenance Agreement in Exhibit C, which expired on September 30, 2011 and New World and the County executed a new Standard Software Maintenance Agreement, which expired on September 30, 2016; and WHEREAS, Tyler and New World merged effective November 16, 2015, with Tyler as the surviving entity; and WHEREAS, Tyler is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as defined in Exhibit 1 hereof; and WHEREAS, Tyler and the County desire to update the maintenance and support services terms from the Original Agreement and subsequent agreement through this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and County agree as follows: 1. The New World software client licensed under the Original Agreement, and on which the County has paid maintenance and support fees through the Effective Date, shall mean the "Tyler Software" for purposes of this Agreement. 2. Tyler shall provide maintenance and support services ("Services") on the Tyler Software according to the terms of Exhibit 1 to this Agreement. 3. County's Representative. The Eagle County Finance's designee shall be Tyler's contact with respect to this Agreement and performance of the Services. 4. Term of the Agreement. This Agreement shall commence upon October 1, 2016, and subject to the provisions of paragraph 5 hereof, shall continue in full force and effect C 17-314 through the 30th day of September, 2017. 5. Extension or Modification. This Agreement shall be automatically renewed for successive periods of 12 month (each a "Renewal Term") for up to four more years, unless either party notifies the other party that it does not desire to renew this Agreement in writing, at least sixty (60) days before the end of the initial term or any Renewal Term. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Tyler shall be the basis for additional compensation unless and until Tyler has obtained written authorization and acknowledgement by County for such additional services. In the event, after execution of this Agreement, written authorization and acknowledgment by County for such additional services is not received by Tyler in advance of providing additional services, Tyler's rights with respect to payment for such additional services shall be deemed waived. 6. Compensation. County shall compensate Tyler for the performance of the Services in a sum computed and payable as set forth in Exhibit 1. The performance of the Services under this Agreement shall not exceed $30,168.00 for the current Term (ending September 30, 2017) and shall only increase in compliance with subsection a. of this paragraph for any Renewal Term. In the event Tyler and County agree upon the need for additional services beyond those described in Exhibit 1, those services shall be billed at the rates as set forth in Exhibit 1 Schedule B. Prior to commencement of any additional Services, Tyler shall first provide County with a written estimate which shall include an estimate of the labor and material costs necessary to perform the Services. Each estimate must be approved by County's Representative prior to commencement of the Services by Tyler and all rates shall be in accordance with the fee schedule set forth in Exhibit 1 Schedule B. Tyler shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Fees for any Renewal Term may be increased no more than three percent (3%) on an annualized basis for the first four (4) annual renewals. Tyler shall provide the County with notice of such increases in fees no later than 60 days prior to the expiration of the then current Term or Renewal Term. b. Payment will be made for Services within thirty (30) days of receipt of a proper and accurate invoice from Tyler on an annual basis. c. Tyler reserves the right to suspend maintenance and support services if the County fails to pay undisputed fees, including without limitation maintenance and support fees, within thirty (30) days of Tyler's written notice. Tyler will reinstate maintenance and support services only if the County pays all past due maintenance and support fees, including all fees for the periods during which services were suspended. d. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Tyler was improper because the Services for which payment was made were not performed as required in this Agreement, then upon written notice from County, Tyler will respond to such notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in t notice. Tyler will work with the County as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of parties to resolve any issues presented in the notice. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. e. County shall have no obligations under this Agreement after, nor shall any payments be made to Tyler in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). f. In the event Client does not have appropriation for services in a given year, Tyler shall be under no obligation to deliver any services under this Agreement, and Client will refuse delivery of any such services. 7. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County Government Attention: Finance Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3510 Facsimile: 970-328-3519 E -Mail: finance@ eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: Tyler Technologies, Inc. 1 Tyler Drive Yarmouth, ME 04086 Attention: Chief Legal Officer 8. The Parties agree that in the event County transitions to a software solution other than the Tyler Software, Tyler will reasonably cooperate with the County in said transition. 9. This Agreement shall be governed by and construed in accordance with the terms and conditions of the Original Agreement. 10. All other definitions, terms and conditions of the Original Agreement not otherwise revised in this Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. TYLER TECHNOLOGIES: COUNTY OF EAGLE, STATE OF COLORADO, Print Name. Abigail Diaz Title: Chief Legal Officer By and Through Its BOARD OF COUNTY COMM R� �U ��By: "'...........o,o„<sa dillian Ryan, Chair Regina O'Brien, Deputy Clerk to the Board Exhibit 1 Maintenance and Support Agreement Tyler will provide the County 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 Support Agreement. 1. Definitions. 1.1 Defect: means a failure to conform to the specification in the user manuals or as set forth in Tyler's then current License Documentation. 1.2 Update and Enhancement: includes any change in code or software functionality, provided generally by Tyler to the County on Maintenance and Support for the Tyler Software licensed to the County, which may remedy bugs and provide greater functionality. 2. Maintenance and Support Services. Tyler's Help Desk is available to address Defects in the Tyler Software and to answer limited questions (excluding those entailing a broad education of product function, which would be provided by separate training service at additional cost). As long as the County is not using the Help Desk as a substitute for Tyler training services on the Tyler Software, and the County timely pays its maintenance and support fees, Tyler will, consistent with the then -current Support Call Process found in Schedule A attached: 2.1 perform maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects, as defined above, in the Tyler Software (limited to the then -current version and the immediately prior version); provided, however, that if the County modifies the Tyler Software without Tyler consent, Tyler's obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 2.2 provide telephone support during Tyler's established support hours, currently Monday through Friday from 5:00 a.m. to 5:00 p.m. (Eastern Time Zone); 2.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and third party software, if any, in order to provide the maintenance and support services; 2.4 provide the County with a copy of all major and minor releases to the Tyler Software (including Updates and Enhancements), and the attendant revised License Documentation, that Tyler makes generally available without additional charge to customers who have a maintenance and support agreement in effect; 2.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with Tyler's then -current release life cycle policy; 2.6 provide invitation to the County to participate in user group meetings, as applicable; and 2.7 provide support for the test environment and live environment. Tyler shall provide items discussed in paragraph 2.4 electronically, or by other means as appropriate. Additional support services are available as requested by the County using the then -current hourly rates or applicable fees. 3. Client Responsibilities. Tyler will use all reasonable efforts to perform any maintenance and support services remotely. Therefore, the County agrees to maintain a high-speed internet connection capable of connecting Tyler to the County PCs and server(s). The County agrees to provide Tyler with a login account and local administrative privileges as Tyler may reasonably require to perform remote services. Tyler will, at its option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If Tyler cannot resolve a support issue remotely, Tyler may be required to provide onsite services. In such event, Tyler will be responsible for its travel expenses, unless it is determined that the reason onsite support was required was a reason outside of its control. Either way, the County agrees to provide Tyler 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 Tyler to provide the maintenance and support services, all at no charge to Tyler. Tyler strongly recommends that the County also maintain a VPN for backup connectivity purposes. Tyler shall comply with the County's Third Party Remote Access Policy provided as of the execution date of this amendment. 4. Hardware and Other Systems. If in the process of diagnosing a software support issue it is discovered that one of the County's peripheral systems or other software is the cause of the issue, Tyler will notify the County so that the County may contact the support agency for that peripheral system. Tyler cannot support or maintain third party products except as expressly set forth in the Agreement. In order for Tyler to provide the highest level of software support, the County bears the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by the County; (b) The County 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) The County will perform daily database backups and verify that those backups are successful. 5. 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; (f) support outside Tyler's established support hours; 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 the County on a time and materials basis at Tyler's then current rates. The County must request those services with at least one (1) weeks' advance notice. Prior to commencement of any additional maintenance and support services at the County's location, Tyler shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the maintenance and support services at the County's location. Each estimate shall be approved by the County prior to commencement of the maintenance and support services. 6. Support Call Process. Tyler's current Support Call Process for the Tyler Software is provided Schedule A to Exhibit 1. This process can be modified from time to time so long as there is notice to the County. Exhibit 1 Schedule A Support Call Process If, after the County has cut over to live production use of the Tyler Software, the County believes that the Tyler Software is Defective, as Defect is defined above, then the County will notify Tyler by phone, in writing, by email, or through the support website. Please reference the applicable Customer Support page at www.tylertech.com/client-support for information on how to use these various means of contact. Documented examples of the claimed Defect must accompany each notice. Tyler will review the documented notice and when there is a Defect, Tyler shall resolve it at no additional cost to the County beyond the County's then -current maintenance and support fees. In receiving and responding to Defect notices and other support calls, Tyler will follow the priority categorizations below. These categories are assigned based on the County's determination of the severity of the Defect and Tyler's reasonable analysis. If the County believes a priority categorization needs to be updated, the County may contact Tyler again, via the same methods outlined above, to request the change. In each instance of a Priority 1 or 2 Defect, prior to final Defect correction, the support team may offer the County workaround solutions, including patches, configuration changes, and operational adjustments, or may recommend that the County revert back to the prior version the Tyler Software pending Defect correction. (a) Priority 1: A Defect that renders the Tyler Software inoperative; or causes the Tyler Software to fail catastrophically. After initial assessment of the Priority 1 Defect, if required, Tyler shall assign a qualified product technical specialist(s) within one business (1) hour. The technical specialist(s) will then work to diagnose the Defect and to correct the Defect, providing ongoing communication to the County concerning the status of the correction until the Tyler Software is operational without Priority 1 defect. The goal for correcting a Priority 1 Defect is 24 hours or less. (b) Priority 2: A Defect that substantially degrades the performance of the Tyler Software, but does not prohibit the County's use of the Tyler Software. Tyler shall assign a qualified product technical specialist(s) within four (4) business hours of Tyler's receipt of the County's notice. The product technical specialist will then work to diagnose and correct the Defect. Tyler shall work diligently to make the correction, and shall provide ongoing communication to the County concerning the status of the correction until the Tyler Software is operational without Priority 2 Defect. The goal for correcting a Priority 2 event is to include a correction in the next Tyler Software release. (c) Priority 3: A Defect which causes only a minor impact on the use of the Tyler Software. Tyler may include a correction in subsequent Tyler Software releases. Exhibit 1 Schedule B Service Duration Investment* Server Migration 4 — 5 Days $4,500.00 Release Update Support 1.5 Days $1,500.00 Business Process Review 3 — S Days $3,825.00 - $6,375.00 Tyler Systems Management Se rvices Annual $7,500.00 based on current Software licensed *All Prices subject to change.