MCESA MURPHY TYLER AMENDMENT 3.PDF
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THIRD AMENDMENT TO SOLE SOURCE CONTRACT This amendment (“Third Amendment”) is made this ____________ day of _____________, 2015 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 ___________, 2015 (“Second Amendment”); WHEREAS, the parties wish to further amend the Agreement to allow Client to host Tyler software previously licensed to Murphy Elementary School District #21 (“Murphy”), 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 Murphy only, and subject to the licensing agreement between Murphy and Tyler. The Amendment Investment Summary is attached to this Third Amendment as Exhibit A and made a part of the Agreement. This Third Amendment provides no new license rights to Client. 2. Hosting. Client is permitted to host the Tyler Software for Murphy. Client is solely responsible for the performance of Client’s servers and for granting and accommodating Murphy’s access thereto. Tyler disclaims any responsibility for, or liability to, Murphy or Client for the hosting of the Tyler Software or Client’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 Third 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 Third 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. On July 1, 2015, Client shall remit to Tyler the maintenance and support fees on the Tyler Software, as identified in the Amendment Investment Summary. Subsequent maintenance and support fees will be due annually in advance on the anniversary of that date 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 Third 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/Murphy%Infinite%Visions%Agreement July%1%2015FJune%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. $""""""""" 8,104.86 $######### 6,078.65 Distributed%Accountability%Centers%(DAC's) $""""""""" 5,903.89 $######### 4,427.92 Human%Resources $""""""""" 1,771.17 $######### 1,328.38 Fixed%Assets $""""""""" 1,239.82 $########### 929.87 AZ%State%Reporting $""""""""""" 798.21 $########### 598.66 AZ%Budget%Visions $""""""""" 1,771.17 $######### 1,328.38 AZ%Data%Extractor $""""""""""" 354.24 $""""""""""" 354.24 iVisions%Core $""""""""" 2,994.38 $""""""""" 2,994.38 InfoLink $""""""""""" 613.79 $""""""""""" 613.79 Infinite#Visions'#Interfaces: Timecard%Interface%(Sept%1FAug%31) $""""""""""" 505.00 $""""""""""" 505.00 IT#Services#&#Related#Modules: Basic%Network%Support $""""""""" 1,570.11 $""""""""" 1,570.11 Total%New%Modules%&%Phased%Services $%%%%% 25,626.64 $%%%%% 20,729.36 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 Tyler Software Support Department for Infinite Visions Enterprise Edition® Goal: To provide an effective support mechanism that will guarantee timely resolution to calls, resulting in high-‐level client satisfaction. To help facilitate this high level of software support we require that only staff members that have successfully completed a certified Infinite Visions product-‐‑training course on the module in question make calls for software support. Contact Us Support Hotline: 6:30 AM -‐ 7:00 PM Central Time (Mon-‐Fri) You can call 1-‐888-‐654-‐3293 (select option 2) for immediate access to a member of the software support team. Online Chat: 9:00 AM -‐ 6:00 PM Central Time (Mon-‐Fri) NEW!! We now offer online chat. Log in at http://ivsupport.tylertech.com/ to connect directly with a support representative to resolve your less complex support issues more quickly. Email: 6:30 AM -‐ 7:00 PM Central Time (Mon-‐Fri) You can log in at http://ivsupport.tylertech.com/ to create your own support tickets. Tickets are emailed directly to our support representative queues. Use this option for less urgent situations that you feel comfortably permit an email response. Unless otherwise requested, our support team will email your response in lieu of phone contact. You can also see the status of your current support incident or previous support incidents. After Hours Support: 7:00 PM – 12:00 PM Central Time (Mon-‐Fri) After hours support is provided at a billable rate of $150.00 an hour for a minimum of two hours. When leaving a message for After Hours Support please provide the following information: • Your full name (first name, last name) and the site you are calling for/from • Preferably two telephone numbers you can be reached at • A description of the issue that you are needing support on Support Organization The Infinite Visions Product line has three call centers. The call centers are located in Billings Montana, Nashua New Hampshire and Tempe Arizona. These call centers are fully integrated and work as one global call center. Every district is assigned a home call center, which means that the majority of the calls will be answered by your assigned location. However if there are no agents available at your assigned location then your call will be routed to the next available agent at one of our other locations. All software support calls are handled by Live Agents. Meaning that when you call into support your call will be handled by the next available agent. The support department is divided into multiple teams: Benefits Enrollment, Payroll/Human Resources, and General Ledger/All Other (FAS, WHS and AR) modules. These “module-‐specific” teams allow our support staff to focus on a group of modules. A group of specialists assigned to each team handle calls quickly and accurately. Software Support Specialists are responsible for diagnosing and resolving client issues in a timely and courteous manner. Incident Tracking Numbers Support’s goal is to resolve client’s issues as soon as possible. An incident tracking number is given to you once an initial contact has been made with Support and it has been determined that the issue can’t be resolved during the initial call. The open call number lets you easily track and reference specific open issues with Support. Calls resulting in bug fixes Each call escalated as a bug is given a priority (1, 2, 3, and 4) according to the client’s needs/deadlines. The goal of this structure is to clearly understand the importance of the issue and assign the priority for closure. The support representative is responsible for setting the priority of the call. This measurement allows us to better evaluate overall client satisfaction. Priority 1 Call — System is down! No one is able to log in or perform any office functions. Priority 2 Call — Issue affects a large number of users or a critical process that has no workaround. The issue is time sensitive. Priority 3 Call — Issue affects a large number of users or a critical process but has a temporary workaround. Priority 4 Call — Issues affects a small number of users or workstations and there are other stations that can perform the task. Incidents Requiring Development: Incide Development Definition nt Resolution Priorit y 1 HotFix Emergency patch to software released as soon as possible. 2 Patch Regularly scheduled patch 3 Next Release Scheduled for the next major release 4 Future Release Not scheduled-‐‑reviewed at next planning stage. Technical Support Director and Managers Director of Support – Tempe Arizona Melissa McCarroll (Melissa.McCarroll@tylertech.com) (X777479) Support Manager for Billings Montana Darlene Markegard (Darlene.Markegard@tylertech.com) (X164454) Support Manager for Nashua New Wendy Wollison (Wendy.Wollison@tylertech.com) (X175138) Hampshire Resources A number of additional resources are available to you to provide a comprehensive and complete support experience. Support Website: http://ivsupport.tylertech.com/ allows client’s to access Live Chat, create support tickets, reference back to previously reported support tickets and keep track of new ones. Tyler Community: Allows you to interact, share ideas and offer suggestions on business processes with your peers. You can also find FAQs and helpful Product Documentation. Help Text: Allows you to access information on how to use the software. Release Notes: Allows you to review the additions, changes and updates to the version(s) of Infinite Visions Software products. These can be found on Tyler Community or in the Software Help Text. Tyler Community Tyler is uniquely qualified to leverage the combined experience of tens of thousands of users with our staffs’ deep domain knowledge to bring a one-‐of-‐a-‐kind interactive, mass collaboration online community where our clients go to find answers. In the Tyler Community Clients connect with other users and Tyler staff to share information, and collaborate. In this interactive environment, individual knowledge is amplified exponentially across the community. Easily connect with colleagues from neighboring communities or from across the country. Share best practices, and stay connected by joining groups with other users who are in the same geographic region, share common job functions or use the same software products. Join discussions on topics that impact your daily life, keep up with the latest software tips and tricks and discover what other agencies around the nation are doing to connect and empower their constituents. Enhancements The Infinite Visions Software is delivered per the specifications outlined during your implementation. Any changes from these specifications including those needed to take advantage of new features or functionality are outside the scope of your support contract and are considered Enhancements. If, during a support inquiry, it is determined that a user is requesting an enhancement to the system, they will be asked to login to the community and log an Enhancement request. Tyler Holiday Schedule Tyler observes many of the same holidays our clients do. In order to allow our staff time away from work our offices will be closed on the holidays listed below. There will be no support coverage on these days. New Year’s Day Martin Luther King’s Day Presidents Day Memorial Day Independence Day Labor Day Veterans Day Thanksgiving Day Day after Thanksgiving Christmas Eve Christmas Day