HomeMy WebLinkAboutOTHER-2025-076-Approval of Tyler Software as a Service (SaaS) MUNIS to the Cloud Chi = 9C 01 (c); c - 1 ' /9 (%J
[Departmental Use Only]
TITLE Tyler SaaS
FY 202 &2026
NORTH CAROLINA
TYLER SERVICES AGREEMENT
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement") , made and entered into this 27th day of
August, 2025 , ("Effective Date ") by and between Orange County , North Carolina a political
subdivision of the State of North Carolina (hereinafter, the " County " ) and Tyler Technologies ,
Inc , (hereinafter, the " Provider" ) .
WITNESSETH :
That the County and Provider, for the consideration herein named , do hereby agree as
follows :
1 . Services
a. Scope of Work .
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type ofproject) : SaaS
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) The services to be performed under this Agreement consist of Basic Services , as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein .
2 . Responsibilities of the Provider
a. Services to be provided . The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the project within the time limitations set
forth herein and in accordance with industry standards and the services warranty set
forth in Section C (5 ) of Attachment 1 .
b . Standard of Care .
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the industry standards of this type of
provider practice throughout the United States and in accordance with applicable
federal , state and laws and regulations applicable to the performance of these
services . Provider is solely responsible for the professional quality , accuracy and
timely completion and submission of all work related to the Basic Services .
Revised 01 / 24 VENDOR EDITS v4
1
ii) Provider shall be responsible for all errors or omissions of its agents , contractors ,
employees , or assigns in the performance of the Agreement . Provider shall
correct any and all errors , omissions , discrepancies , ambiguities , mistakes or
conflicts at no additional cost to the County .
Ili) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County . No permission for subcontracting shall create ,
between the County and the subcontractor, any contract or any other relationship .
iv) Provider is an independent contractor of County . Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County , and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications , or related credentials Provider represents that it or its employees ,
agents and subcontractors engaged in such activities possess such licenses ,
certifications , or credentials and that such licenses certifications , or credentials are
current , active , and not in a state of suspension or revocation.
vi) Should any documents , exhibits , or addenda be attached to this Agreement, the
terms of this Agreement shall have priority in any conflict with or among the
terms of such referenced documents , exhibits , or addenda .
vii) Should this Agreement involve project designs , the construction or creation of
which is to be bid out or fulfilled by other contractors , and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost , the Provider shall participate with the County in negotiation and
design adjustments to the extent such are necessary to obtain prices within the
approved total project cost . All activity of the Provider with respect to these
matters shall constitute Basic Services and shall be performed by the Provider
without additional compensation . If negotiation and design adjustments fail to
bring costs within the total project cost the County may reject all bids and
Provider will redesign or reduce portions of the project in an effort to reduce the
bid prices to within the total project cost and rebid the project. One such redesign
is included within Basic Services . If this second letting for bids does not produce
bids that are within the approved total project cost initially or after negotiations
with the contractor the cost is not reduced to an amount within the total project
cost, the Provider is not obligated to engage in further redesign .
3 . Basic Services
Revised 01 / 24 VENDOR EDITS v4
2
a. Basic Services . The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided) : those as described in Attachment 1 entitled
" Tyler Technologies Software as a Service Agreement . "
4 . Duration of Services
a. Term . The term of this Agreement shall be from September 1 , 2025 to August 31 ,
2026 .
b . Scheduling of Services .
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule , it may require
the Provider to expedite and accelerate its efforts , including providing additional
resources and working overtime , as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County .
iii) The Commencement Date for the Provider' s Basic Services shall be September 1 ,
2025 .
5 . Compensation
a. Compensation for Basic Services . Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County in its reasonable discretion) performed pursuant to this
Agreement . The maximum amount payable for Basic Services shall not exceed Three
Hundred Forty- Three Thousand Nine Hundred Twenty Dollars ($ 343 , 920 . 00) . Payment
for satisfactorily performed Basic Services shall become due and payable within thirty
(30) days of Provider properly invoicing County . Payment shall be subject to provisions
of Section 5 (b) .
b . Disputes . In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute . Should Provider fail to perform its duties under the
terms of this Agreement, County may , without fault or penalty , withhold any payment
associated with the work to be performed until such time as said work is completed .
c . Additional Services . County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement .
6 . Responsibilities of the County
a. Cooperation and Coordination . The County has designated (Robert Reynolds) to act as
the County ' s representative with respect to the Project who shall have the authority to
render decisions within guidelines established by the County Manager or the County
Revised 01 / 24 VENDOR EDITS v4
3
i
Board of Commissioners and who shall be available during working hours as often as
may be reasonably required to render decisions and to furnish information .
7 . Insurance
a . General Requirements . During the course of performing services under this Agreement, we
agree to maintain the following levels of insurance : ( i ) Commercial General Liability of at least
$ 1 , 000, 000 per occurrence and $ 2 , 000, 000 aggregate ; ( ii ) Automobile Liability of $ 1 , 000, 000
combined single limit; ( iii ) Professional Liability ( inclusive of cyber protection ) of $ 1, 000, 000 per
claim and in the aggregate ; ( iv ) Workers Compensation complying with applicable statutory
requirements ; and (v ) Excess/ Umbrella Liability of $ 5 , 000, 000 . We will add you as an additional
insured to our Commercial General Liability and Automobile Liability policies, which will
automatically add you as an additional insured to our Excess/ Umbrella Liability policy as well .
We will provide you with copies of certificates of insurance upon your written request .
I
8 . Indemnity
a . Indemnity . To the extent authorized by North Carolina law the Provider agrees , without l
limitation, to defend , indemnify and hold harmless the County from all loss , liability ,
claims or expense , including attorney' s fees , arising out of or related to the Project and
arising from property damage or bodily injury including death to any person or persons
caused in whole or in part by the negligence or misconduct of the Provider except to the
extent same are caused by the negligence or willful misconduct of the County . It is the
intent of this provision to require the Provider to indemnify the County to the fullest
a
extent permitted under Noah Carolina law .
i
3
9 . Amendments to the Agreement
a . Changes in Basic Services . Changes in the Basic Services and entitlement to additional I
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider . The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
frilly executed Amendment from the County .
10 . Termination
a. Termination for Convenience of the County . This Agreement may be terminated without I
cause by the County and for its convenience upon thirty ( 30) days ' prior written notice to
the Provider .
b . Other Termination . The Provider may terminate this Agreement based upon the County ' s
material breach of this Agreement ; provided , the County has not taken all reasonable
actions to remedy the breach . The Provider shall give the County thirty (30) days ' prior
written notice of its intent to terminate this Agreement for cause . Subject to Section
G(2 . 3 ) of Attachment 1 , either party may terminate this Agreement upon notice to the
other party that obligations pursuant to this Agreement are made impractical due to
declarations of emergency by Orange County or by North Carolina due to events directly
impacting Orange County . Both parties shall remain responsible for all payment and
performance due up to the receipt of such notice , but shall have no further obligation or
i
Revised 01 / 24 VENDOR EDITS v4
4
i
responsibility beyond that date provided the terminating party has taken all reasonable
steps to complete the performance of its obligations .
c . Compensation After Termination .
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination . Upon request of the County ,
the Provider shall submit to County all relevant documentation , including but not
limited to , job cost records, to support its claims for final compensation .
ii) Should this Agreement be terminated , the Provider shall deliver to the County
within seven (7) days , at no additional cost, all deliverables including any
electronic data or files relating to the Project.
iii) County will not be entitled to a refund or offset of previously paid , but unused
SaaS Fees .
d . Waiver . The payment of any sums by the County under this Agreement or the failure of
either Party to require compliance by the other Party with any provisions of this
Agreement or the waiver by either Party of any breach of this Agreement shall not
constitute a waiver of any claim for damages by either Parry for any breach of this
Agreement or a waiver of any other required compliance with this Agreement.
e . Suspension. County may suspend the Basic Services and this Agreement at any time for
County ' s convenience and without penalty to County upon three (3 ) days ' notice to
Provider . Upon any suspension by County , Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County .
11 . Additional Provisions
a . Limitation and Assignmen . The County and the Provider each bind themselves, their
successors , assigns and legal representatives to the terms of this Agreement . Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other, provided, however, the County ' s consent is not required for
an assignment by the Provider as a result of a corporate reorganization, merger,
acquisition, or purchase of substantially all of the Provider ' s assets . There are no third-
party beneficiaries of this Agreement and nothing in this Agreement, express or implied,
is intended to confer on any person other than the parties hereto (and their respective
successors , heirs and permitted assigns) , any rights , remedies , or obligations .
b . 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 Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes . By executing this Agreement Provider
certifies that Provider 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 . 14746 . 58 . By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
Revised 01 / 24 VENDOR EDITS v4
5
on the list created by the State Treasurer pursuant to G . S . 14746 . 81 .
c . Non-Discrimination. Provider 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
Orange County policy is incorporated herein by reference and may be viewed at
http : //www. oran eg coup nc . og v/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.
d . Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the state or federal court of competent jurisdiction sitting
in Orange County , North Carolina. It is agreed by the parties that no other court shall
have jurisdiction or venue with respect to such suits or actions . Binding arbitration may
not be initiated by either Party , however, the Parties may agree to nonbinding mediation
of any dispute prior to the bringing of such suit or action.
e . Entire Agreement . This Agreement, including Attachment 1 , represents the entire and
integrated agreement between the County and the Provider and supersedes all prior
negotiations , representations or agreements, either written or oral . This Agreement may
be amended only by written instrument signed by both parties . Modifications may be
evidenced by facsimile signatures .
f. Severability . If any provision of this Agreement is held as a matter of law to be
unenforceable , the remainder of this Agreement shall be valid and binding upon the
Parties .
g . Ownership of Work Product . Subject to Section B3 ("Ownership") of Attachment 1 ,
should Provider' s performance of this Agreement generate documents, items or things
that are specific to this Project such documents, items or things shall become the
property of the County and may be used on any other project without additional
compensation to the Provider . The use of the documents , items or things by the County
or by any person or entity for any purpose other than the Project as set forth in this
Agreement shall be at the full risk of the County .
h. Non-Appropriation. Provider 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 or 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 Provider of the
unavailability or 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 .
Revised 01 / 24 VENDOR EDITS v4
6
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 Provider
of such limitation or change in County ' s legal authority .
i . Si natures , 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 .
j . Notices . Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail , return receipt requested to the following :
Orange County Tyler Technologies , Inc
Attention : Robert Reynolds Chief Legal Officer .
P . O . Box 8181 7701 College Boulevard
Hillsborough, NC 27278 Overland Park, KS 66210
[SIGNATURE PAGE TO FOLLOW]
Revised 01 / 24 VENDOR EDITS v4
IN WITNESS WHEREOF , the Parties , by and through their authorized agents , have
hereunder set their hands and seal , all as of the day and year first above written .
ORANGE COUNTY : TYLER TECHNOLOGIES , INC : j
By : By :
I
i
i
Printed Name crud Title
4
E
i
I
i
I
E
i
i
i
i
i
3I
1
Revised 01 / 24 VENDOR EDITS v4
8
ORANGE COUNTY-INTERNAL USE ONLY
Finance Information
Vendor Name : Vendor Contact Person : Phone : Address : City State :
Zip : Department : Amount : Purpose : Budget Code(s) : Vendor #
Vendor Status with NCSOS : Vendor is a BOCC consultant: ❑Yes ❑ No
Contract Details
Contract Type : ❑ New ❑ Amendment (Original Contract : ) (Most Recent Amendment )
Effective Date End Date Notice Date (Notice Purpose )
Award
❑ Approved by Board (Agenda Date : ❑ Made or Administered by
Signature Authority
❑ BOCC Express Delegation (Agenda Date :
Policy 9 .4 : ❑ Under $5 , 000 ; ❑ Service Under $ 90 , 000 ; ❑ Construction Under $250 ,000
❑ Budget Policy Section XV (Capital Improvement Project : )
Bidding
❑ Informal Bidding ($30k-$ 90k) ; ❑ Formal RFP ($ 90k+) ; ❑ Other (<$30k) ; ❑ Exception(#-----)
Department Affirmation
❑ 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.
❑ This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed . Description of the nature of the emergency condition that was addressed :
Department Director ' s Signature Date :
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications :
Office of the Chief Information Officer Date :
❑ Inapplicable because no hardivare/software purchases or related services
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
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 :
Received for record retention :
Office of the Clerk to the Board Date :
Revised 01 / 24 VENDOR EDITS v4
9
7
1{j
1
a
i
i
I
i
I
i
3
1
i
3
I
1
3
1
1
1