MCESA WASHINGTON ELEMENTARY SCHOOL DISTRICT AZ 4.18.22.DOCX
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SEVENTH AMENDMENT TO SOLE SOURCE CONTRACT This amendment (“Seventh Amendment”) is made of the date of last signature below (“Amendment 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”), as amended; WHEREAS, the parties wish to further amend the Agreement to allow Client to host Tyler software previously licensed to Washington Elementary School District (“Washington”), 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 Washington only, and subject to the licensing agreement between Washington and Tyler. The Amendment Investment Summary is attached to this Seventh Amendment as Exhibit A and made a part of the Agreement. This Seventh Amendment provides no new license rights to Client. 2. Hosting. Client is permitted to host the Tyler Software for Washington. Client is solely responsible for the performance of Client’s servers and for granting and accommodating Washington’s access thereto. Tyler disclaims any responsibility for, or liability to, Washington or Client for the hosting of the Tyler Software or Washington‘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 Seventh 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 Seventh 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 Amendment Effective Date, Client shall remit to Tyler the maintenance and support fees on the Tyler Software, as identified in Column G of the Amendment Investment Summary, covering the period from July 1, 2022 through June 30, 2024. Those fees are derived from the annual fee for such time period as indicated in Column E of the Amendment Investment Summary, less a credit amount for annual maintenance fees already paid by the Client for the current calendar year (see Column F of the Amendment Investment Summary. Subsequent maintenance and support fees will be due annually in advance of July 1 of each year, at Tyler’s then-current rates, with an estimate provided at Colmn I of the Amendment Investment Summary. 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 Seventh 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 Exhibit B Maintenance and Support Agreement 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on January 14, 2022, 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. We reserve the right to use third-party secure unattended connectivity tools to provide support. 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 Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most “how-to” and configuration-based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email – for less urgent situations, users may submit emails directly to the software support group. (3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support. * Channel availability may be limited for certain applications. 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, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products. 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). 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 For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the client’s needs. Tyler and the client will reasonably set 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 response and resolution targets in the production environment only. References to a “confirmed support incident” mean that Tyler and the client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets* 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a 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 Characteristics of Support Incident Resolution Targets* 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. *Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry- standard remote support tool. Tyler’s support team must have the ability to quickly connect to the client’s system 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.