MCESA TYLER AMENDMENT 4 10.13.15.PDF
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FOURTH AMENDMENT TO SOLE SOURCE CONTRACT This amendment (“Fourth Amendment”) is made this ____________ day of _____________, 2015 (“Effective Date”) between Tyler Technologies, Inc., (“Tyler”) a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas 79414, and Maricopa County (“Client”) a political subdivision of the State of Arizona. WHEREAS, Tyler and Client are parties to the Sole Source Contract 09028-SS dated April 1, 2009 (“Agreement”), WHEREAS, the parties amended the Agreement effective May 7, 2014 (“First Amendment”), and effective April 8, 2015 (“Second Amendment”); WHEREAS, the parties wish to further amend the Agreement to allow Client to host Tyler software previously licensed to Avondale School District (“Avondale”), THEREFORE, in consideration of the mutual covenants contained herein, Tyler and Client agree as follows: Section A – Licenses and Hosting 1. Licenses. The Tyler software listed in the Amendment Investment Summary (“Tyler Software”) is licensed to Avondale only, and subject to the licensing agreement between Avondale and Tyler. The Amendment Investment Summary is attached to this Fourth Amendment as Exhibit A and made a part of the Agreement. This Fourth Amendment provides no new license rights to Client. 2. Hosting. Client is permitted to host the Tyler Software for Avondale. Client is solely responsible for the performance of Client’s servers and for granting and accommodating Avondale’s access thereto. Tyler disclaims any responsibility for, or liability to, Avondale or Client for the hosting of the Tyler Software or Avondale’s access thereto. Section B – Maintenance and Support. The following terms are added to the Agreement as regarding the maintenance and support of the Tyler Software hosted under this Fourth Amendment. 1. Maintenance and Support Agreement. Provided Client timely pays all maintenance and support fees, Tyler will provide maintenance and support on the Tyler Software in accordance with Tyler’s Maintenance and Support Agreement attached to this Fourth Amendment as Exhibit B and made part of the Agreement. Client is solely responsible for the timely payment of all maintenance and support fees for the Tyler Software. 2. Maintenance and Support Fees. Upon the Effective Date, Client shall remit to Tyler the maintenance and support fees on the Tyler Software, as identified in the Amendment Investment Summary, covering the period from July 1, 2015 through June 30, 2016. Subsequent maintenance and support fees will be due annually in advance of July 1 of each year, at Tyler’s then-current rates. 3. Warranty. Tyler warrants that the Tyler Software will be without Defect(s) as long as Client has a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, Tyler will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement and in accordance with Tyler’s then-current support call process. Tyler’s current support call process is attached to the Maintenance and Support Agreement as Schedule 1. “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in Tyler’s then-current user guides for the Tyler Software. Section C – General Terms 1. Effect on Agreement. All other terms and conditions of the Agreement not amended or superseded herein remain in full force and effect and govern this Fourth Amendment. SIGNATURE BLOCK FOLLOWS IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Amendment hereunto executed this Amendment effective as of the date last set forth below. Maricopa County Tyler Technologies, Inc. By: By: Name: Name: Title: Title: Date: Date: Attested: By: Name: Title: Date: Approved as to form: By: Name: Title: Date: Exhibit A Amendment Investment Summary MCESA/Avondale Infinite Visions Agreement July 1 2015-June 30 2016 Annual Annual Support Support (MCESA Infinite Visions' Modules: Reduction) Core Accounting - GL (budgeting, checking, banking/deposit manager, journal entries, report writing), AP (requisitions/purchase orders, receiving, invoicing), Payroll (employee data, deductions/benefits, time/attendance, position control, pay schedules) Security. $ 7,192.74 $ 5,394.56 Distributed Accountability Centers (DAC's) $ 4,427.91 $ 3,320.93 Human Resources $ 1,328.30 $ 996.23 Fixed Assets $ 929.89 $ 697.42 AZ State Reporting $ 1,381.51 $ 1,036.13 AZ Data Extractor $ 265.61 $ 265.61 iVisions Core $ 5,607.30 $ 5,607.30 Warehouse $ 1,487.78 $ 1,487.78 InfoLink $ 1,136.79 $ 1,136.79 Infinite Visions' Interfaces: Benefits Interface $ 1,162.44 $ 1,162.44 Applicant Tracking Interface (Feb 1-Jan 31) $ 505.00 $ 505.00 IT Services & Related Modules: Basic Network Support $ 1,661.36 $ 1,661.36 Total $ 27,086.63 $ 23,271.54 Exhibit B Maintenance and Support Agreement 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on July 1, 2015 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. 2. Maintenance and Support Fees. Your initial maintenance and support fees for the Tyler Software licensed to you are listed in Exhibit A. Those amounts are payable in accordance with the terms of the Third Amendment. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within sixty (60) days of the due date. 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 trained and certified on the Tyler Software, and 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 conform the Tyler Software to the warranty set forth in the Third Amendment; 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 telephone support during our established support hours; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software 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 support prior releases of the Tyler Software in accordance with our then-current release life cycle policy. 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support 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 can’t resolve a support issue remotely, we may be required to provide onsite services. In such event, 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. 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); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware; (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 beyond those outlined in this section will be billed to you at our then current rates. We do not guarantee resolution of a Defect in a version of the Tyler Software Products older than one version behind the then-current release. We reserve the right to decline support calls from users who have not received the required training and certification on the Tyler Software. 6. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. Exhibit B, Schedule 1 Support Call Process Remainder of page intentionally left blank. Local Government Division Support Call Process Products Covered Incode Incode Financials Incode CIS/CRM Incode Court Case Management Incode Tyler Public Safety Eagle Eagle Recording Eagle Tax (Assessor/Treasurer) Tyler Content Manager Other Energov Infinite Visions Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. (2) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. Email will be used for responses. (3) On-line submission – for less urgent and project-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (4) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to support one another, share best practices and resources, and access documentation. During the Implementation to Support handoff meeting, at the conclusion of the client’s project, Tyler representatives will provide the most current toll-free telephone number and email address for submitting support incidents, based on the software licensed. Support Availability Our established software support hours are Monday through Friday from 7:00 AM – 7:00 PM Central Time. 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 Eve Labor Day Christmas Day The hours and holiday schedule set forth above does not apply to users of Tyler Public Safety, who have 24/7/365 access to software support personnel for critical issues. Each incident will be billed at the hourly rate and minimum charges, according to the terms of our then-current Tyler Public Safety 24/7/365 Support document. Our current Tyler Public Safety 24/7/365 Support document is provided below. Issue Handling Incident Tracking When a support incident cannot be resolved during its initiation, the client receives an incident tracking number for that issue. The incident tracking number is used to track and reference open issues when clients contact support. Incident Escalation Tyler’s software support consists of four levels of personnel: (1) Software Support Analysts – front-line representatives (2) Software Support Advisors – more senior in their support role, the Advisors assist Software Support Analysts and take on escalated issues (3) Software Support Team Leads – responsible for the day-to-day supervision of Analysts and Advisors and may assist in incident escalations (4) Software Support Managers – responsible for the management of support teams for either a single product or a product group 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 – by logging into the client incident portal and referencing the appropriate incident tracking number, clients can modify the priority of an issue. 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 below chart. The goal of this structure is to clearly understand and communicate the importance of the issue and to describe expected responses and resolutions. Issue Priorities & Resolutions Priority Characteristics of Support Development Resolution Targets Level Incident Actions Support incident that causes Tyler shall provide an initial response to (a) complete application Priority Level 1 incidents within one (1) failure or application business hour of receipt of the support unavailability; (b) application incident. Tyler shall use commercially Hot Fix – failure or unavailability in reasonable efforts to resolve such support Emergency 1 one or more of the client’s incidents or provide a circumvention patch to remote location; or (c) procedure within one (1) business software as soon systemic loss of multiple day. Tyler’s responsibility for loss or as possible essential system functions. corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes Tyler shall provide an initial response to (a) repeated, consistent Priority Level 2 incidents within four (4) failure of essential business hours of receipt of the support functionality affecting more incident. Tyler shall use commercially than one user or (b) loss or reasonable efforts to resolve such support Regularly- 2 corruption of data. incidents or provide a circumvention scheduled patch procedures within five (5) business days. 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 Tyler shall provide an initial response to an existing circumvention Priority Level 3 incidents within one (1) procedure, or a Priority Level business day of receipt of the support 2 incident that affects only incident. Tyler shall use commercially one user or for which there is reasonable efforts to resolve such support Next Release – an existing circumvention incidents without the need for a Scheduled for 3 procedure. circumvention procedure with the next the next major published maintenance update or service release pack, which shall occur at least quarterly. Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Issue Priorities & Resolutions Priority Characteristics of Support Development Resolution Targets Level Incident Actions Support incident that causes Tyler shall provide an initial response to failure of non-essential Priority Level 4 incidents within two (2) functionality or a cosmetic or business days. Tyler shall use Future release – other issue that does not commercially reasonable efforts to resolve not scheduled; 4 qualify as any other Priority such support incidents within two version reviewed at next Level. release cycles and a cosmetic or other planning stage support incident that does not qualify as any other Priority Level incident with a future version release. Hardware and Other Systems If in the process of diagnosing a software support issue it is discovered that a peripheral system or its software is the cause of the issue, Tyler will notify the client so that the client may contact the support agency for that peripheral system. Tyler cannot support or maintain third-party software or hardware. In order for Tyler to provide the highest level of software support, the client bears the following responsibility related to hardware and software: (1) All infrastructure executing Tyler software shall be managed by the client. (2) Support contracts for all third-party software (ex: operating systems, database management systems) associated with Tyler software shall be maintained. Tyler does not support these third- party products. (3) Daily database backups must be performed; client shall verify the backups are successful.