FINAL AMENDMENT.PDF

AMENDMENT TO SOLE SOURCE CONTRACT
This amendment (“Amendment”) is made this ____________ day of _____________, 2014 between
between Tyler Technologies, Inc., (“Tyler”) a Delaware corporation with offices at 5519 53rd Street,
Lubbock, Texas 79414, as successor-­‐in-­‐interest to Windsor Management Group (“Windsor”), 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”) governing Client’s access.
WHEREAS, the term of the Agreement expires March 31, 2014;
THEREFORE, in consideration of the mutual covenants contained herein, Tyler and Client agree as follows:
1. Term. The term of the Agreement is hereby renewed for a five (5) year term commencing on April 1,
2014 and expiring on March 31, 2019 (“Term”)
2. Fees. Upon execution of this Amendment, Tyler shall invoice Client $ 945,185.40 for the five-­‐year
fee, arrived at as follows:
April 1, 2014 – March 31, 2015 $183,691.00
April 1, 2015 – March 31, 2016 $191,039.00
April 1, 2016 – March 31, 2017 $198,681.00
April 1, 2017 – March 31, 2018 $206,628.00
April 1, 2018 – March 31, 2019 $214,893.00
Subtotal $994,932.00
Prepaid Discount (5%)
5 Year Total $945,185.40
3. Section 2.0 “Invoices and Payments” of the Agreement is deleted in its entirety and replaced as
follows: Payment terms are net 30 days. Tyler prefers to receive payments electronically. Tyler’s
electronic payment information is as follows:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
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ABA: 121000248
Account: 4124302472
Beneficiary: Tyler Technologies Inc. – Operating
4. Section 3.0 and 4.0 is deleted in its entirety and replaced as follows. Taxes. The fees
set forth herein do not include any taxes, including, without limitation, sales, use or excise tax. All
applicable taxes shall be paid by Tyler to the proper authorities and shall be reimbursed by Client to
Tyler. In the event Client possesses a valid direct-­‐pay permit, Client will forward such permit to Tyler
on the Effective Date, in accordance with Paragraph 5. In such event, Client will be responsible for
remitting all applicable taxes to the proper authorities. If tax-­‐exempt, Client will provide Tyler with
Client's tax-­‐exempt certificate.
5. Section 7.6 is deleted in its entirety and replaced as follows. Notices. All notices or
communications required or permitted as a part of this Agreement will be in writing (unless another
verifiable medium is expressly authorized) and will be deemed delivered when: (i) actually received,
(ii) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the
party, (iii) upon receipt by sender of proof of email delivery, or (iv) if not actually received, ten (10)
days after deposit with the United States Postal Service authorized mail center with proper postage
(certified mail, return receipt requested) affixed and addressed to the respective other party at the
address set forth in this Agreement or such other address as the party may have designated by notice
or Agreement amendment to the other party. Consequences to be borne due to failure to receive a
notice due to improper notification by the intended receiving party of a new address will be borne by
the intended receiving party. The addresses of the parties to this Agreement are as follows:
Maricopa County Tyler Technologies, Inc.
Office of Procurement Services
Attention: Chief Procurement Officer Attention: Contract Specialist
320 West Lincoln Street 5519 53rd Street
Phoenix, AZ 85003 Lubbock, TX 79414
6. Insurance. Section 7.2 “Insurance Requirements” is deleted in its entirety from the Agreement and
is replaced as follows:
Tyler shall provide and maintain insurance for the duration of this Agreement against claims for
injuries to persons and damage to property that may arise from, or in connection with, performance
under the Agreement by Tyler, its agents, representatives, employees and subcontractors, if
applicable.
A. Minimum Scope & Limits of Insurance
1. Commercial general liability coverage of $1,000,000 combined single limit per
occurrence.
2. Automobile liability (any auto) of $1,000,000 per occurrence.
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3. Workers’ compensation insurance as required by the State of Arizona, with
statutory limits, and employer’s liability insurance with limit to no less than
$1,000,000 per accident for bodily injury or disease.
4. Professional liability (errors and omissions) insurance with limit no less than
$1,000,000 per occurrence.
B. Specific Provisions
1. Tyler shall submit endorsements to the general liability and auto liability naming
Client as additional insureds as respects liability arising out of work or operations
performed by or on behalf of Tyler, or automobiles owned, leased, hired, or
borrowed by Tyler.
2. Each insurance policy required by this Agreement shall be endorsed to state that
coverage shall not be cancelled by either party, except after thirty (30) days prior
written notice has been provided to Client.
C. Acceptability of Insurance. Insurance must be placed with insurers with a current rating by
A.M. Best and Company of no less than A-­‐:VII and a Standard & Poor’s Rating (if rated) of at
least BBB and from a company legally authorized to conduct business in Arizona.
7. The following language is added to the contract as section 7.35 Confidentiality. Both
parties recognize that their respective employees and agents, in the course of performance of this
Agreement, may be exposed to confidential information and that disclosure of such information
could violate rights to private individuals and entities. Tyler shall document and identify data provided
to the County that they believe to be confidential. Each party agrees that it will not, subject to
applicable law, disclose any confidential information of the other party and further agrees to take
reasonable action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein shall survive the termination or cancellation of this Agreement.
8. Subsection 7.9.3 is deleted in its entirety.
9. The following is added as Subsection 7.34: Termination or Cancellation. Nothing in
this Agreement notwithstanding, in any event of termination or cancellation of this Agreement, Client
will not be entitled to refund or offset of previously paid fees.
10. Assignment. Section 7.14 is amended to read: As this is a sole source contract, the Contractor may
not assign this Contract or subcontract to another party for performance of the terms and conditions
hereof, except that, Contractor may, without prior notice to the County, assign this Contract in its
entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all
of Contractor’s assets.
11. Existing Contract and Amendments. All terms and conditions of the Agreement not herein
amended shall remain in full force and effect.
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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:
Approved as to form:
By:
Name:
Title:
Date:
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