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HomeMy WebLinkAbout2022-080-E-IT Dept-Tyler Technologies-5 year Munis annual maintenance contract1 AMENDMENT This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and Orange County, with offices at 129 East King Street, Hillsborough, North Carolina 27278 (“Client”). WHEREAS, Tyler, as successor-in-interest to MUNIS, and the Client are parties to an agreement dated December 23, 2002 (“Agreement”); and WHEREAS, Tyler and Client amended the Agreement to replace the Adobe End User License Agreement (“EULA”) with the DocOrigin EULA on June 15, 2018; and WHEREAS, Tyler and Client desire to further amend the terms of the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1.Tyler shall provide maintenance services to Client as specified in the Agreement and Tyler’s then-current support call process during the period set forth in the invoices attached as Exhibit 1. 2.Client shall remit to Tyler maintenance fees in the amount set forth in the attached invoices. Tyler reserves the right to suspend Client access to maintenance services in the event Client fails to pay undisputed maintenance fees within thirty (30) days of the payment due date. 3.Maintenance services will renew automatically for additional one (1) year terms at Tyler’s then- current maintenance fees unless terminated in writing by either party at least fifteen (15) days prior to the end of the then-current term. 4.Notwithstanding anything to the contrary herein, we agree to limit increases to the annual maintenance fees according to the following schedule: Year Cap on Increases Not to Exceed Amount August 1, 2021 – July 31, 2022 $174,359.25 August 1, 2022 – July 31, 2023 5% $183,077.21 August 1, 2023 – July 31, 2024 5% $192,231.07 August 1, 2024 – July 31, 2025 5% $201,842.62 Total Not-to-Exceed Amount $751,510.15 DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC 2 5.Addendum B, Addendum to the Agreement between Tyler, and Orange County, Hillsborough, NC, 27278 dated December 23, 2002, attached hereto as Exhibit 2, is hereby added to the Agreement. 6.This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 7.Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. Orange County, North Carolina By: By: Name: Name: Title: Title: Date: Date: Jisel Lopez Deputy Group General Counsel Bonnie Hammersley County Manager DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC 2/23/2022 2/25/2022 Exhibit 1 1 Exhibit 1 Invoices DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC *045$344557%2-* Invoice No Date Page 1 of 2 Ship To:Bill To: Currency Terms Due Date USD Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Invoice PO Number NET30 Remittance: 150583 Ord No 045-344557 Tyler Technologies, Inc. (FEIN 75-2303920) P.O. Box 203556 Dallas, TX 75320-3556 Questions: Tyler Technologies - ERP & Schools Phone: 1-800-772-2260 Press 2, then 1 Email: ar@tylertech.com Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Cust No.-BillTo-ShipTo 4727 - MAIN - MAIN 07/01/2021 07/31/2021 Description Units Rate Extended PriceDate Contract No.: ORANGE COUNTY, NC SUPPORT & UPDATE LICENSING - ACCTG/GL/BUDGET/AP 1 29,936.09 29,936.09 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - FIXED ASSETS 1 9,056.27 9,056.27 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - HUMAN RESOURCES MANAGEMENT 1 4,303.20 4,303.20 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - MUNIS OFFICE 1 6,174.34 6,174.34 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - NC SALES TAX REIMB 1 2,057.55 2,057.55 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - PAYROLL 1 6,174.34 6,174.34 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - PROJECT ACCOUNTING 1 6,810.57 6,810.57 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - PURCHASE ORDERS 1 8,980.99 8,980.99 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - REQUISITIONS 1 6,360.74 6,360.74 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 TYLER FORM PROCESSING SUPPORT 1 5,197.74 5,197.74 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - EMPLOYEE SELF SERVICE 1 2,906.91 2,906.91 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - TIMEKEEPING INTERFACE 1 967.56 967.56 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - ROLE TAILORED DASHBOARD 1 4,388.04 4,388.04 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 TCM AUTO INDEXING AND REDACTION MAINTENANCE 1 1,148.65 1,148.65 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - TYLER CONTENT MANAGER SE 1 6,891.93 6,891.93 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - CASH MANAGEMENT 1 4,100.69 4,100.69 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - ACCOUNTS RECEIVABLE 1 5,054.08 5,054.08 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - TYLER REPORTING SERVICES 1 8,055.97 8,055.97 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC Invoice No Date Page 2 of 2 Ship To:Bill To: Currency Terms Due Date USD Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Invoice PO Number NET30 Remittance: 150583 Ord No 045-344557 Tyler Technologies, Inc. (FEIN 75-2303920) P.O. Box 203556 Dallas, TX 75320-3556 Questions: Tyler Technologies - ERP & Schools Phone: 1-800-772-2260 Press 2, then 1 Email: ar@tylertech.com Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Cust No.-BillTo-ShipTo 4727 - MAIN - MAIN 07/01/2021 07/31/2021 Description Units Rate Extended PriceDate Socrata Open Finance 1 12,752.02 12,752.02 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 SUPPORT & UPDATE LICENSING - GENERAL BILLING 1 4,316.29 4,316.29 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 **ATTENTION** Order your checks and forms from Tyler Business Forms at 877-749-2090 or tylerbusinessforms.com to guarantee 100% compliance with your software. Subtotal Invoice Total Sales Tax 135,633.97 10,172.55 145,806.52 DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC *045$344559%1-* Invoice No Date Page 1 of 1 Ship To:Bill To: Currency Terms Due Date USD Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Invoice PO Number NET30 Remittance: 150600 Ord No 045-344559 Tyler Technologies, Inc. (FEIN 75-2303920) P.O. Box 203556 Dallas, TX 75320-3556 Questions: Tyler Technologies - ERP & Schools Phone: 1-800-772-2260 Press 2, then 1 Email: ar@tylertech.com Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Cust No.-BillTo-ShipTo 4727 - MAIN - MAIN 07/01/2021 07/31/2021 Description Units Rate Extended PriceDate Contract No.: ORANGE COUNTY, NC MUNIS GUI SITE LICENSE SUPPORT 1 4,600.00 4,600.00 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 **ATTENTION** Order your checks and forms from Tyler Business Forms at 877-749-2090 or tylerbusinessforms.com to guarantee 100% compliance with your software. Subtotal Invoice Total Sales Tax 4,600.00 345.00 4,945.00 DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC *045$344558%1-* Invoice No Date Page 1 of 1 Ship To:Bill To: Currency Terms Due Date USD Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Invoice PO Number NET30 Remittance: 150599 Ord No 045-344558 Tyler Technologies, Inc. (FEIN 75-2303920) P.O. Box 203556 Dallas, TX 75320-3556 Questions: Tyler Technologies - ERP & Schools Phone: 1-800-772-2260 Press 2, then 1 Email: ar@tylertech.com Orange County Attn: Chaz Offenberg P.O. Box 8181 Hillsborough, NC 27278 Cust No.-BillTo-ShipTo 4727 - MAIN - MAIN 07/01/2021 07/31/2021 Description Units Rate Extended PriceDate Contract No.: ORANGE COUNTY, NC TYLER SYSTEM MANAGEMENT SERVICES SUPPORT 1 23,607.73 23,607.73 Maintenance: Start: 01/Aug/2021, End: 31/Jul/2022 **ATTENTION** Order your checks and forms from Tyler Business Forms at 877-749-2090 or tylerbusinessforms.com to guarantee 100% compliance with your software. Subtotal Invoice Total Sales Tax 23,607.73 0.00 23,607.73 DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC Exhibit 2 1 Exhibit 2 Addendum B [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC Exhibit 2 1 Addendum to the Agreement between Tyler, and Orange County, Hillsborough, NC, 27278 dated December 23, 2002. Addendum B The following are additional provisions to the Agreement. In the event of a conflict between Addendum B and the Agreement, Addendum B shall prevail. 1. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Tyler affirms that Tyler and any subcontractors of Tyler are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Tyler certifies that Tyler has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Tyler certifies that Tyler has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 2. Non-Discrimination. Tyler shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non- discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 3. Non-Appropriation. Tyler acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Tyler of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Tyler of such limitation or change in County’s legal authority. DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC Exhibit 2 2 4. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Tyler Technologies Party/Vendor Contact Person: Janil Lopez Contact Phone: 800-772-2260 Party/Vendor Address: 370 US Route One City Falmouth State: ME Zip: 04105 Department: IT Amount: $751,510.15 Purpose: 5 year Munis annual maintenance contract Budget Code(s): 10315020-625010 Vendor # 48822 (N/A if new vendor) Vendor is a BOCC consultant? Yes Nox Contract Type: (Check one) New Renewal Amendment x Effective Date 22February2022 Approved by Board Yesx No Agenda Date: 16November2021 --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC 2/23/2022 2/23/2022 2/24/2022 2/25/2022 2/25/2022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 1,000,000 08UENAY8572 NYC-011250896-01 1,000,000 25,000,000 X 29424 25,000,000 N X04/01/2021 3 04/01/2022 12/17/2021 04/01/2022 08UENAY8572 Professional Liability A 2,000,000 1,000,000 11515 Hartford Casualty Insurance Company 1,000,000 X C X 01/03/2022 04/01/2021 10,000,000 Evidence of coverage X Plano, TX 75024 Tyler Technologies, Inc. 10,000 A QBE Specialty Insurance Company CN102891976-TTI-GAWX+-21-22 Limit 10,000 04/01/2022 1,000,000 08XHUAZ8392 Cyber Protection 2,000,000 19682 300,000 1,000,000 12/17/2022 08WBAK8AGK 99 HIGH STREET MARSH USA, INC. X BOSTON, MA 02110 5101 Tennyson Parkway Tyler Technologies, Inc. Plano, TX 75024 X X 130001996 04/01/2021 5101 Tennyson Parkway 04/01/2021 A 04/01/2022 Hartford Fire Insurance Co DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Per Claim and Aggregate Limit: $5,000,000 � Ransomware: 2,500,000� 22 $5,000,000 xs $5,000,000� � Boston � insured.� Excess Cyber Protection:� � �� �� The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or deductibles, please contact the � Certificate of Liability Insurance CN102891976 Carrier: Munich Re Syndicate Limited� Eff/Exp dates: 12/17/2021 - 12/17/2022� Business Interruption: $2,500,000� �� MARSH USA, INC.� 5101 Tennyson Parkway� Tyler Technologies, Inc.� Plano, TX 75024 25 Policy Number: B0509FINPY2150857 � DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC