No preview available
HomeMy WebLinkAboutC24-262 Tyler Technologies_third amendment THIRD AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND TYLER TECHNOLOGIES, INC. THIS THIRD AMENDMENT (“Third Amendment”) is effective as of _______________ by and between Tyler Technologies, Inc., a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas 79414, the successor-in-interest to EnerGov Solutions, LLC (hereinafter “Tyler,” “Consultant,” or “Contractor”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County and Consultant entered into a Master Customer Agreement agreement dated October 23, 2007, for certain Services (the “Original Agreement”); and WHEREAS, County and Consultant entered into an amendment to the Original Agreement (“First Amendment”) on June 9, 2015, whereby the County accepted a license transfer from EnerGov to the EnerGov 9 Server application and associated EnerGov Software, and the County and Consultant agreed to the performance by Consultant of certain additional Services for additional compensation; and WHEREAS, County and Consultant entered into a second amendment to the Original Agreement (“Second Amendment”) on April 30, 2019, whereby the County and Consultant agreed to the performance by Consultant of additional EnerGov Assist Complete Services; and WHEREAS, County and Consultant desire by this Third Amendment to expand the scope of Services and compensation as set forth in the Original Agreement, the First Amendment, and the Second Amendment. THIRD AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Original Agreement, First Amendment, and Second Amendment shall be amended to include additional Enterprise Permit and Licensing Extensions, including eReviews and Professional Services as described in Exhibit 1, which is attached hereto and incorporated herein by reference. 2. The compensation for the additional Services set forth in Exhibit 1 and incorporated by this Third Amendment shall not exceed $56,999.00 for the initial one (1) year term of such Services. Thereafter, the fees for the eReviews module are subject to change but in no event shall an increase of such fees exceed more than five percent (5%) per year for the first three (3) annual renewals. Subsequent fee increases will align with the maintenance fee increases for the County’s other EnerGov licensed software. DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 6/12/2024 2 3. Section 14, "Term and Termination", of the Original Agreement shall hereby be amended to include the following: 14.1 The term of the Agreement and the software license provided herein shall commence upon the execution of this Agreement and shall continue until terminated as provided for herein. The Term of the EnerGov Assist Complete Services shall commence upon execution of the Second Amendment and shall continue until terminated as provided for herein. The term of Enterprise Permit and Licensing Extension Services, as identified in Exhibit 1 attached to the Third Amendment, shall commence upon the execution of the Third Amendment and shall continue until terminated as provided for herein. 14.2 (iv) County may terminate the Enterprise Permit and Licensing Extension Services incorporated by the Third Amendment for convenience on thirty (30) days' prior written notice. Upon termination, the County shall remit payment for all products and services delivered to the County and all expenses incurred by Tyler prior through the effective date of termination. The County will not be entitled to a refund or offset of previously paid license and other fees. 4. Capitalized terms in this Third Amendment will have the same meaning as in the Original Agreement, the First Amendment, and Second Amendment. To the extent that the terms and provisions of the Third Amendment conflict with, modify or supplement portions of the Original Agreement, First Amendment, or Second Amendment the terms and provisions contained in this Third Amendment shall govern and control the rights and obligations of the parties. 5. Except as expressly altered, modified and changed in this Third Amendment, all terms and provisions of the Original Agreement, the First Amendment, and the Second Amendment shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 6. This Third Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. 7. Notwithstanding anything to the contrary contained in the Original Agreement, First Amendment, Second Amendment, or Third Amendment, County shall have no obligations under this Third Amendment after, nor shall any payments be made to Consultant 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). DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 3 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT Tyler Technologies, Inc. By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 Group General Counsel Tina Mize 4 EXHIBIT 1 DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 2022-325912-T5C7V0 Page 1 Quoted By:Andrew Meyer Quote Expiration:12/31/23 Quote Name:eReviews Sales Quotation For: Eagle County 500 N. Broadway Eagle CO 81631 Phone: +1 (970) 328-8600 Tyler Software Description License Users/Units Module Total Year One Maintenance Enterprise Permitting & Licensing Extensions e-Reviews $ 29,999 1 $ 29,999 $ 6,000 Sub-Total $ 29999 $ 29,999 $ 6,000 Less Discount $ 3,000 0 TOTAL $ 26,999 $ 6,000 Professional Services Description Quantity Unit Price Extended Price Maintenance Professional Services Professional Implementation Services - Remote 80 $ 200 $ 16,000 $ 0 Exhibit 1 DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 2022-325912-T5C7V0 Page 2 Project Management Services - Remote 16 $ 200 $ 3,200 $ 0 Training Services - Remote 24 $ 200 $ 4,800 $ 0 TOTAL:$ 24,000 $ 0 Summary One Time Fees Recurring Fees Total License Fees $ 26,999 $ 6,000 Total Services $ 24,000 $ 0 Total Third-Party Hardware, Software, Services $ 0 $ 0 Summary Total $ 50,999 $ 6,000 Contract Total $ 56,999 Customer Approval:Date: Print Name:P.O.#: Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: Exhibit 1 DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 2022-325912-T5C7V0 Page 3 •License fees for Tyler and third party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available for download by the Client; •Fees for hardware are invoiced upon delivery; •Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; •Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. •Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. •Expenses associated with onsite services are invoiced as incurred. Tyler Software Discount Detail Description License License Discount License Net Maint Basis Year One Maint Discount Year One Maint Net Enterprise Permitting & Licensing Extensions e-Reviews $ 29,999 $ 3,000 $ 26,999 $ 6,000 $ 0 $ 6,000 TOTAL $ 29,999 $ 3,000 $ 26,999 $ 6,000 $ 0 $ 6,000 Exhibit 1 DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8 2022-325912-T5C7V0 Page 4 Comments -eReview configuration included for approx. 4 application types -iG Workforce training included (3 days) Exhibit 1 DocuSign Envelope ID: 94225806-DA3A-4F95-9BD4-6147EA59ABE8