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HomeMy WebLinkAboutC21-329 Tyler TechnologiesDocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 • •••••• tyler • technologies Support Amendment to the Standard Software Maintenance Agreement Between Tyler Technologies, Inc. and Eagle County, Colorado This Amendment to the Standard Software Maintenance Agreement Between Tyler Technologies, Inc. and Eagle County Colorado ("Support Amendment") is effective as of the date of signature of the last party to sign as indicated below (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 with offices at 500 Broadway, Eagle, Colorado 81631 (hereinafter "County"). RECITALS WHEREAS, New World Systems Corporation ("New World") and County were parties to the Standard Software License and Services Agreement, effective March 14, 2006 ("Original Agreement") under which County licensed the New World software itemized therein; and WHEREAS, Tyler and New World merged effective November 16, 2015, with Tyler as the surviving entity; and WHEREAS, Tyler and County entered into the Standard Software Maintenance Agreement Between Tyler Technologies, Inc. and Eagle County Colorado effective October 1, 2016 and that Agreement was renewed automatically for four years through September 30, 2021 ("Tyler County Agreement"); and WHEREAS, Tyler is authorized to do business in the State of Colorado; and WHEREAS, Tyler and County desire to update the Tyler County Agreement through this Support Amendment to extend the term of the agreement and update the applicable maintenance and support services terms. AGREEMENT NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and County agree as follows: 1. Paragraph 2 of the Tyler County Agreement shall be revised as follows: Tyler shall provide maintenance and support services ("Services") on the Tyler Software according to the terms of Exhibit 1-A to this Support Amendment. 2. Paragraph 4 of the Tyler County Agreement shall be revised to state as follows: This Agreement shall commence upon October 1, 2021 and shall continue in full force and effect through the 30' day of September, 2022. 3. The first sentence of Paragraph 5 shall be revised to state as follows: C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 This Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term") unless the County notifies Tyler that it does not desire to renew this Agreement in writing at least thirty (30) days before the end of the initial term or any Renewal Term, or Tyler notifies the County 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. 4. Paragraph 6 is removed in its entirety and replaced with the following: Compensation. County shall compensate Tyler for the performance of the Services in a sum computed and payable as set forth in Exhibit 2 to the Support Amendment. The performance of the Services under the Support Amendment shall not exceed $36,582.05 for the Term commencing October 1, 2021 (ending September 30, 2022) 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 2, those services shall be billed at the rates as set forth in Exhibit 2 Schedule A to the Support Amendment. 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 2 Schedule A. 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. 5. Paragraph 6(a) is removed in its entirety and replaced with the following: 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. Fees for any renewal term thereafter will be at our then -current rates. Tyler shall provide the County with notice of such increases in fees no later than sixty (60) days prior to the expiration of the then current Renewal Term. 6. For the term specified in the applicable invoice, County shall remit to Tyler maintenance fees in the amount set forth therein. Payment is due within thirty (30) days of the invoice date. 7. This Support Amendment shall be governed by and construed in accordance with the terms and conditions of the Tyler County Agreement. 8. All other terms and conditions of the Tyler County Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Support Amendment as of the dates set forth below. Tyler Technologies, Inc. By: 7� C,0u� Name: Sherry Clark Client: County of Eagle, CO DocuSigned by: By: V %n(L E7639644A328424... Name: Title: Sr. Corporate Attorney Title: Date: October 1, 2021 Date: 10/6/2021 C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 • •�'� tyler ... • technologies Exhibit 1-A Maintenance and Support Agreement Tyler ("we") will provide County ("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 Support Amendment. 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 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: 1.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects, as defined in the Agreement, in the Tyler Software (limited to the then -current version and the immediately prior version); 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; 1.2 provide telephone support during our established support hours, currently Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone); 1.3 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; 1.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements), and the attendant revised License Documentation, that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 1.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with our then - current release life cycle policy. 2. County Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. 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 performing 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. Tyler shall comply with the County's Third Party Remote Access Policy provided as of the execution date of this amendment. C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 3. Hardware and Other Systems. If 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. 4. 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 our 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 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. 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. 5. Current Support Call Process. Our current Support Call Process for the Tyler Software is provided in Schedule A to Exhibit 1A. This process can be modified from time to time so long as there is notice to the County. C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 • •�'� tyler ... • technologies Exhibit 1-A Schedule A 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 avenue 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. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day 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 C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 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. Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes (a) complete Tyler shall provide an initial response to Priority Level 1 application failure or application incidents within one (1) business hour of receipt of the unavailability; (b) application failure or support incident. Tyler shall use commercially reasonable 1 unavailability in one or more of the efforts to resolve such support incidents or provide a Critical client's remote location; or (c) systemic circumvention procedure within one (1) business day. For loss of multiple essential system non -hosted customers, Tyler's responsibility for lost or functions. corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes (a) Tyler shall provide an initial response to Priority Level 2 repeated, consistent failure of essential incidents within four (4) business hours of receipt of the functionality affecting more than one support incident. Tyler shall use commercially reasonable 2 user or (b) loss or corruption of data. efforts to resolve such support incidents or provide a High 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 database. Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3 circumvention procedure, or a Priority incidents within one (1) business day of receipt of the Level 2 incident that affects only one user support incident. Tyler shall use commercially reasonable 3 or for which there is an existing efforts to resolve such support incidents without the need Medium circumvention procedure. 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 client in restoring its last available database. Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4 4 non -essential functionality or a cosmetic incidents within two (2) business days. Tyler shall use Non- or other issue that does not qualify as commercially reasonable efforts to resolve such support critical any other Priority Level. incidents, as well as cosmetic issues, with a future version release. C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 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. C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 Exhibit 2 tyler technologies Exhibit 2 Support Amendment Investment Summary The following Support Amendment Investment Summary details the software and services to be delivered by us to you under this Support Amendment. This Support Amendment 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. In the event a comment in the following sales quotation conflicts with a provision of this Amendment, the provision in this Amendment shall control. DESCRIPTION CYCLE DATE AMOUNT SUPPORT & UPDATE LICENSING - ASSET MANAGEMENT 09/01/2021-08/31/2022 $ 2,639.35 SUPPORT & UPDATE LICENSING - FM BASE SUITE 09/01/2021-08/31/2022 $ 16,974.54 SUPPORT & UPDATE LICENSING - SELF SERVICE Misc Billing & Receivables 09/01/2021-08/31/2022 $ 2,639.35 SUPPORT & UPDATE LICENSING - Project Accounting 09/01/2021-08/31/2022 $ 2,639.35 SUPPORT & UPDATE LICENSING - PURCHASING BASE 09/01/2021-08/31/2022 $ 4,902.20 SUPPORT & UPDATE LICENSING - DECISION SUPPORT BASE DATAMART 09/01/2021-08/31/2022 $ - SUPPORT & UPDATE LICENSING - FM ANALYTICS 09/01/2021-08/31/2022 $ 3,393.63 SUPPORT & UPDATE LICENSING - User License to Site License 09/01/2021-08/31/2022 $ 3,393.63 *Applicable Taxes not included Total: $36,582.05 C21-329 DocuSign Envelope ID: FB9D9C4D-5172-469B-B412-511287C58E59 Exhibit 2 Schedule 1 • ••:':�• tyler . • technologies Exhibit 2 Schedule A Service Duration Investment* Server Migration 4 — 5 Days $4,500.00 Release Update Support 1.5Days $1,500.00 Business Process Review 3 — 5 Days $3,825.00 - $6,375.00 Tyler Systems Management Services Annual S7,500,00 based on current Software licensed *All Pats subject io change. 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