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HomeMy WebLinkAbout2016 Resolution No. 096• • • RESOLUTION NO. tJ..i;J_ SERIES OF 2016 A RESOLUTION AUTHORIZING AMENDMENT NO. 2 TO THE TYLER TECHNOLOGIES, INC. LICENSE AGREEMENT PERTAINING TO SUPPORT SOFTWARE AS A SERVICE (SaaS) THAT PROVIDES ON GOING SUPPORT FOR ALL FINANCE AND HUMAN RESOURCES RELATED FUNCTIONS. . WHEREAS, the current Oracle system which supports all Finance and Human Resources related functions for the City of Englewood is out of date and needs upgrading to maintain premier support, which includes continued certifications with the City's 3rd party products and versions; and WHEREAS, upgrading the Oracle system has a one-time cost estimated at approximately $500,000 and would mean currently using de-supported tools that would also need to be replaced at additional cost; and WHEREAS, the City has decided to replace the Oracle system with the Tyler SaaS model which will serve the City better than our current licensing model; and WHEREAS, the Tyler Saas model will maintain the software to the most current version, operate it on their equipment, provide security and provide disaster recovery for City data; it also offers web access (based on the City's designated security roles) and mobile device access/approvals; and WHEREAS, the Englewood City Council approved an Amendment to the Tyler Techonoloies Agreement to provide installation and ongoing support of a Software as a Service (SaaS) product for all Finance and Human Resources related functions, which would replace the current Oracle System, by the passage of Resolution No. 87, Series of 2016; and WHEREAS, subsequently Tyler Technologies identified that there was a conflict of terms in the agreement as one area of the contract template had missed being updated to the 7-year agreed term and recommended approval of Amendment No. 2 to correct this oversight. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The Englewood City Council hereby authorizes approval of the Tyler Technologies SaaS Model Amendment No.2, attached hereto as Exhibit A Section 2. The Mayor of the City of Englewood is hereby authorized to sign said Tyler Technologies Saas Model Amendment No. 2 for and on behalf of the City o Englewood. ADOPTED AND APPROVED this 15th day of August 2016 . yor 1 I, Loucrishia A. Ellis, City Clerk for t~ty of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. 'ft , Series of 2016. tl-8 • • • 2 • • • Document# I 848-ENG 16 AMENDMENT NO. 2 This amendment{" Amendment") is made this __ day of _______ _,, 2016 ("Amendment Effective Datej by and between Tyler Technologies, Inc., a Delaware corporation with offices at One Tyler Drive, Yarmouth, ME 04096 ("Tyler'') and City of Englewood, CO, with offices at 1000 Englewood Parkway, Englewood, CO 80110 ("Client"). WHEREAS, Tyler and the Client are parties to Software License Agreement with an effective date of July 5, 2016 (the "Agreement"); WHEREAS, Tyler and Client now desire to amend the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. For the avoidance of doubt, and notwithstanding any reference to the contrary in Exhibit 2 of the Agreement, the Saas Term is for 7-years from the first day of the month immediately following the Effective Date, as stated in Section E(l). 2. Exhibit 2, Item # 1, shall be amended to read as follows: 1. Saas Fees. SaaS Fees are calculated on an annual basis, and will be invoiced quarterly in advance, beginning on the first day of the month immediately following the Effective Date. Your annual SaaS fees for the initial 7-year term are set forth in the Tyler New World Investment Summary. Upon expiration of the initial tenn, your SaaS fees will be at our then-current rates. 3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 4. All other tenns 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. City of Englewood, CO By: __________ _ Name: Joe Jefferson Title: Mayor Date: __________ _ I B48-ENG 16 072516 SaaS Tenn Amendment • • COUNCIL COMMUNICATION Meeting Date: Agenda Item: Subject: Approval of an Amendment No. 2 to the Tyler August 15, 2016 11cix Technologies contract amendment to replace the current Finance/HR system (aka ERP system) Initiated By: Department of Finance and Staff Source: Kathleen Rinkel, Director of Administrative Services Finance and Administrative Services PREVIOUS COUNCIL ACTION On July 5, 2016, Council approved an amendment to the Tyler Technologies Agreement to provide installation and ongoing support of a Software as a Service (SaaS) product for all Finance and HR related functions. Which would replace the current Oracle system. RECOMMENDED ACTION Staff recommends Council approve, by resolution, the Tyler Technologies contract amendment for Software as a Service (SaaS) that corrects Exhibit 2, Item #1, to an initial term of 7 years. The original document (a Tyler standard template) had missed being updated for the agreed upon term . It still reflected 5 years and was in conflict with the remainder of the document. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED Tyler Technologies (Saas model) was chosen to replace our current Oracle system, which is out of date, would need to be upgraded to maintain premier support from the vendor, and which is currently scheduled to be 'sun-setted' by the vendor in 2018. The original agreement with Tyler Technologies for a 7-year term was approved by Council on July 5, 2016. Subsequently, it was identified by Tyler Technologies that there was a conflict of terms in the agreement as one area of the contract template had missed being updated to the 7-year agreed term. It was recommended that approval of the amendment to correct this oversight be brought back to Council for approval since City Council had earlier approved the contract. FINANCIAL IMPACT There is no financial impact for this amendment. It is merely a correction of language such that the agreement is consistent throughout as it relates to the term of years. LIST OF ATTACHMENTS Resolution Contract Amendment No. 2 for approval • Original Amendment to Agreement (for reference) • • • AMENDMENT This amendment ("Amendment") is made this ~ day o~016 ("Amendment Effective Date") by and between Tyler Technologies, Inc ., a Delaware corporation with offices at 840 West Long Lake Road, Troy, Ml 48098 ("Tyler") and the City of Englewood, CO, with offices at 1000 Englewood Parkway, CO 80110. WHEREAS, Tyler and the Client are parties to License and Services Agreement (the ''License Agreement") with an effective date of February 2, 2016; WHEREAS, Tyler and Client now desire to add additional Tyler software and services to that License Agreement; and WHEREAS Client is a member of the National Joint Powers Alliance ("NJPA") and desires to purchase off the NJPA Contract awarded to Tyler; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: SECTION A-DEFINITIONS Except as otherwise defined below, all defined terms shall have the meaning set forth in the License Agreement: • "Data" means your data necessary to utilize the Tyler New World Software. • ••Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the New World Investment Summary. • "Defined Concurrent Users" means the number of concurrent users that are authorized to use the Saas Services. The Defined Concurrent Users are 50. • "Saas Fees" means the fees for the Saas Services identified in the Tyler New World Investment Summary. • ••saaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler New World Software, and includes the right to access and use the Tyler New World Software, receive maintenance and support on the Tyler New World Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. Saas Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • "Tyler New World Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit I to this Amendment. • "Tyler New World Invoicing and Payment Policy" means the invoicing and payment policy applicable to this Amendment and attached as Exhibit 2. • "Tyler New World Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Tyler New World Investment Summary and licensed by us to you through this Amendment. • "Tyler New World Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler New World Software, and outlining your and our roles and responsibilities in connection with that implementation. The Tyler New World Statement of Work is provided at Exhibit 4. • "Tyler New World Support Call Process'' means the support call process applicable to all of our customers who have licensed the Tyler New World Software, which is attached as Exhibit 3 to this Amendment. SECTION B -SAAS SERVICES I. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the Saas Services solely for your internal business purposes for the number of Defined Concurrent Users only. The Tyler New World Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler New World Software as part of the SaaS Services. You may use the Saas Services to access updates and enhancements to the Tyler New World Software, as further described in this Amendment. 2. Saas Fees. You agree to pay us the Saas Fees. Those amounts are payable in accordance with the Tyler New World Invoicing and Payment Policy. The Saas Fees are based on the number of Defined Concurrent Users and amount of Data Storage Capacity. You may add additional concurrent users or additional data storage capacity on the terms set forth in Section J(l) of the License Agreement. In the event you regularly and/or meaningfully exceed the Defined Concurrent Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the Saa$ Services, the Tyler New World Software, and anything developed by us under this Amendment. You do not acquire under this Amendment any license to use the Tyler New World Software in excess of the scope and/or duration of the SaaS Services. 3.2 The documentation we make available to you in connection with your use of the Tyler New World Software is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. 4. Restrictions. You may not: (a) make the Tyler New World Software or documentation resulting from the Saas Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Saas Services; (c) access or use the SaaS services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Saas Services, Tyler New • World Software, or related documentation available to any third party other than as expressly permitted by this • Amendment. 5. Software Warranty. The warranty set forth in Section 8(4) shall apply to the Tyler New World Software for so long as you are timely paying your then-current SaaS Fees. 6. Saas Services. 6.1 Our Saas Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 16. We have attained, and will maintain, SSAE-16 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non- Disclosure Agreement (''NOA"), we will provide you with a summary of our SSAE-16 compliance report or its equivalent. Every year thereafter, for so long as the NOA is in effect and in which you make a written request, we will provide that same information. 6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated to you, which is inaccessible to our other customers. 6.3 We have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler New World Software in the event of a disaster or component failure. In the event any of your data has been Jost or damaged due to an act or omission of us or our subcontractors or due to a Defect, we will use best commercial efforts to restore all the data on servers in accordance with the architectural design's capabilities and with the goal of minimizing any data loss as greatly as possible. In no case shall the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld. 6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24) hours. For purposes • of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the • • • Tyler New World Software must be restored . 6.5 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity, We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the Saas Services or environments related to the Tyler New World Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. 6.7 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned data. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 6.8 We provide secure data transmission paths from each of your workstations to our servers. 6.9 For at least the past ten ( I 0) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. Our data centers are accessible only by authorized personnel with a unique key entry. All other visitors rnust be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. SECTION C-PROFESSIONAL SERVICES We will provide you with the professional services set forth in the Tyler New World Investment Summary according to the Tyler New World Statement of Work. You agree to pay us the professional services fees according to the Tyler New World Invoicing and Payment Policy. SECTION D-MAINTENANCE AND SUPPORT For so long as you timely pay your then-current Saas Fees, we will provide you with the maintenance and support services described in the Maintenance and Support Agreement set forth in the License Agreement, subject to the "Client Responsibilities and "Excluded Services" provisions set forth therein. The Tyler New World Support Call Process shall apply to this Amendment. SECTION E-TERM AND TERMINATION I. Term. The initial term of this Amendment extends seven (7) years from the first day of the month immediately following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Amendment will renew automatically for additional one (I) year renewal terms at our then-current Saas Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler New World Software and the SaaS Services will terminate at the end of this Amendment. 2. Termination. In addition to the termination provisions set forth in the License Agreement, the following termination provisions apply to this Amendment. In the event of tennination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received~ or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section G(2) of the License Agreement. .1 Failure lo Pay Saas Fees. You acknowledge that continued access to the Saas Services is contingent upon your • timely payment of SaaS Fees. If you fail to timely pay the Saas Fees, we may discontinue the Saas Services and deny your access lo the Tyler New World Software. We may also terminate this Amendment if you do not cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 Fees for Termination without Cause during Initial Tenn. If you terminate this Amendment during the initial term for any reason other than cause, or ifwe terminate this Amendment during the initial term for your failure to pay Saas Fees, you shall pay us the following early termination fees: (i) if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the Saas Fees then due for the remainder of the initial term: (ii) if you terminate during the second year of the initial term, l 00% of the Saas Fees through the date of tennination plus I 5% of the Saas Fees then due for the remainder of the initial term; and (iii) if you terminate after the second year of the initial term, 100% of the Saas fees through the date of termination plus I 0% of the Saas Fees then due for the remainder of the initial tenn. 2.3 Lack of Appropriations. This Amendment may be terminated for lack of appropriations, as set forth in Section H(3) of the License Agreement. For the avoidance of doubt, the parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution c·•r ABOR "). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Amendment. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and. notwithstanding anything in this Amendment to the contrary, all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the City's cum:nt fiscal period ending upon the next succeeding December 31. financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwille made available in accordance with the rules, regulations and resolutions of the City and applit:ablc law .· Upon the failure to appropriate such funds, this Amendment shall be deemed terminated. SECTION F-GENERAL TERMS AND CONDITIONS The address for notice lo Tyler under this Amendment shall be the Tyler address set forth in the recitals clause of th.is Amendment, to the attention of Roger Routh. Except as otherwise set forth herein, this Amendment shall be governed by and construed in accordance with the applicable terms and conditions of the License Agreement, and all other terms and conditions of the License Agreement shall remain in full force and effect. For the avoidance of doubt, Section F of the License Agreement does not apply to this Amendment. IN WITNESS WHEREOF, lhe parties hereto have eitecuted this Amendment as of the dates set forth below. Tyler Technologies, Inc. ~ Name: Af.J b j ui Cl),, Title\/ P 1 I§ ~c .?+ft C-eN'.A,(I Cb~ Date: ~ /1?, /-i ¢1 k, , ' City of Englewood, CO • • • • • Exhibit 1 Tyler New World Investment Summary The following Tyler New World Investment Summary details the software and services to be delivered by us to you under the Amendment. This Tyler New World Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Amendment. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK • Sales Quotation for: City of Englewood, CO 1000 Englewood Parkway Englewood, CO 80110 303-762-2300 Software and Related Services I Description I Financial Management Suite: Ananclal Management Base SUlte -Includes GI., AP, Budget, Rev Collectlons, Misc. BIUlng & Rec., Bank Recon, OM, FM Analytics and Dashboards Conbact Management AxedAssets GASB/CAFR Reporting Project and Grant Accounting Purdlaslng (Combo of POs and Reqs) Third Party Document Imaging Tyler Cashiering Real Time Revenue Interface Flnandal Management SUlte Subtotal: $ $ $ $ $ $ $ $ $ $ Module Saas Fee 30,827 3,485 7,002 7,849 11,644 12,744 5,742 11,882 5,742 96,918 Tyler New Wood ERP Private aoo Coolidential • Quoted By: Rob Simonds Date: 4/25/2016 Quote Expiration: 8/23/2016 Prospect Name: Qty of Englewood, CO Quote Number: 2016--0425ENG-SaaS Quote Desaiption: FM, HR, ESS Saas Tyler price quota/ions are valid for 120 days One-time Fees Implementation Data # of Days Cost Conversion 26 $ 31,720 $ 16,200 3 $ 3,660 4 $ 4,880 $ 5,500 5 $ 6,100 6 $ 7,320 s $ 6,100 $ 4,000 1 $ 1,220 5 $ 6,100 1 $ 1,220 56 $ 68,320 $ 25,700 PacJi! l • • • new world. Sales Quotation for: City of Englewood, CO 1000 Englewood Parkway Englewood, CO 80110 303-762-2300 Payroll & Human Resources Suite; Payroll Processing -Includes Personnel Management, Position Control, Benefits Administration, Leave Management, Personnel Action Proc., Posltlon Budgeting, OM and HR Analytics/Dashboards COBRA BOiing Administration Benefits Tracking (Non-employee) Third Party Applicant Interface Time and Attendance Interface Workers Compensation Admin Employee Event Tracking Employee Retirement Tracking Payroll & Human Resources Suite Subtotal: eSulte Applications: eSuite Base ePersonnel Suite{Employee, Tlmesheets, Ben Admin, Recruit) · eSulte Application Subtotal: Overall Subtotal: Discount Amount: TOTAL INITIAL COST: $ $ $ $ $ $ $ $ $ $ $ $ $ $ 16,852 2,528 2,488 2,488 2,567 2,488 2,528 2,567 34,505 10,133 23,191 33,324 164,747 $0 164,747 Tvter New World ERP Private and Confidential Quoted By: Rob Simonds Date: 4/25/2016 Quote Expiration: 8/23/2016 Prospect Name: Qty of Englewood, CO Quote Number: 2016-0425ENG-SaaS Quote Description: FM, HR, ESS Saas Tyler plice quoliJtlons are valkl for 120 days 32 $ 39,040 $ 36,000 2 $ 2,440 1 $ 1,220 1 $ 1,220 3 $ 3,660 1 $ 1,220 2 $ 2,440 3 $ 3,660 $ 1,000 45 $ 54,900 $ 37,000 3 $ 3,660 Not Applicable 4 $ 4,880 Not Applicable 7 $ 8,540 $ 108 $ 131,760 $ 62,700 $ 131,760 $ 62,700 • new world .. Sales Quotation for: City of Englewood, CO 1000 Englewood Parkway Englewood, CO 80110 303-762-2300 Additional Implementation Services Quoted By: Rob Simonds Date: 4/25/2016 Quote Expiration: 8/23/2016 Prospect Name: Qty of Englewood, CO Quote Number: 2016-0425ENG-SaaS Quote Desa-iption: FM, HR, ESS Saas Tyler price quotations are valid for JZO days Service Qty i Description fee Dedicated PM (25%} 18 Consulting Services 1 ProressJonal Services 10 Project Management Services Include: a) Summary and Detailed Implementation Plans, revisions as needed, b) regular project status reports and meetings, c} on-site project kick- off, d) on-site project close-out meeting Consulting Seivlces (up to 25 days to lnclcde the followlng services) -CPA Resource Consulting, Chart of Accounts, Configuration Documentation, Process Changes Documentation, Training Material Customization, Mid-Construction Review, System Configuration Assurance, Acceptance Test'Development Assistance, Business Analytics, Report Construction Assistance AddlUonal ten (10) professional seivlces di:Jys as needed for lntegraUon and Interface development:, report construction, documEntation, or other joinUv defined savtces Tyler New Wolld ERP Private and Confldenllal • $ 39,600 $ 27,500 $ 12,200 $ 79,300 • • • new world-Quoted By: Rob Simonds Date: 4/25/2016 Quote Expiration: 8/23/2016 Sales Quotation for: City of Englewood, CO 1000 Englewood Parkway Englewood, CO 80110 303-762-2300 -.. : ._...,_ New World ERP Summary Total Software Total Services VPN Device Summary Total Estimated Travel Expenses Trips@ $2,000/each -Includes 22 Trips airfare, car rental, hotel accommodations and per diem 7 Year Saas Total (exduding estimated travel expenses) Footnotes One Time Fees $ 273,760 $ 4,000 $ 277,760 $ 44,000 $ 1,430,989 Prospect Name: City of Englewood, CO Quote Number: 2016-0425ENG-SaaS Quote Desaiption: FM, HR, ESS Saas Tyler price quotations are valid for 120 days Recurring Fees $ 164,747 $ 164,747 Assumes purchase of the proposed solution directly through Tyler Technologies and not through an RFP procurement procedure. Recurring SaaS fee lndudes NJPA discount and is based on a seven (7} year commlbnent for up to fifty (50) concurrent users. Saas fee Is calculated annually and billed quarterly. Any taxes or fees imposed are the responsibility of the purchaser and wlU be remitted when imposed. Tyler New World ERP PriVille and Confidential • Exhibit 2 Tyler New World Invoicing and Payment Policy We will provide you with the software and services set forth in the Tyler New World Investment Summary of the Amendment. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Amendment. Invoicing: We will invoice you for the applicable software and services in the Tyler New World Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the License Agreement. I . Saas Fees. Saas Fees are calculated on an annual basis, and will be invoiced quarterly in advance, beginning on the Effective Date. Your annual Saas fees for the initial 5-year term are set forth in the Tyler New World Investment Summary . Upon expiration of the initial term, your annual Saas fees will be at our then-current rates. 2. Services Fees . 2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 2.2 Implementation and Data Conversion Services: Implementation and data conversion services are billed and invoiced as delivered,·at the rates set forth in the Tyler New Wortd investment Summary. · 2.3 Consulting Services: Consulting services are billed and invoiced as delivered on a time and materials basis, at a rate set forth in the Tyler New World Investment Summary. 2.4 Dedicated PM: Dedicated PM fees will be invoiced monthly in arrears, at the monthly rate set forth in the Tyler New World Investment Summary . 3. Expenses . The service rates in the Tyler New World Investment Summary do not include travel expenses. Expenses will be billed as set forth in Exhibit B to the License Agreement. Payment. Payment for undisputed invoices is due as set forth in Exhibit B to the License Agreement. • • • • • • Exhibit 3 Support Call Process If, after you have cut over to live production use of the Tyler New World Software, you believes that the Tyler New World Software is Defective, as ·•Defect" is defined in the License Agreement, then you will notify us by phone, in writing, by email, or through the support website. Please reference http:/i www.tvlertech .com/client-support for information on how to use these various means of contact. Documented examples of the claimed Defect must accompany each notice. We will review the documented notice and when there is a Defect, we shall resolve it at no additional cost to you beyond your then-current maintenance and support fees. In receiving and responding to Defect notices and other support calls, we will follow the priority categorizations below. These categories are assigned based on your determination of the severity of the Defect and our reasonable analysis. If you believe a priority categorization needs to be updated, you may contact us again, via the same methods outlined above, to request the change. . In ~ck instai)ce of a Priority 1· or 2 Defect. prior to final Defect-cun~tioi·•, the ;,1.i1ipm·t ieam may · offe r yc;u worka t ou11 &· · solutions, including patches, configuration changes, and operational adjustments, or may recommend that you revert back to the prior version the Tyler New World Software pending Defect correction. (a) Priority 1: An Defect that renders tile Tyler New World SofhVare inoperative; or causes the Tyler New World Software to fail catastrophically. After initial assessment of the Priority I Defect, if required, we shall assign a qualified product technical specialist(s) within one business (l) hour. The technical specialist(s) will then work to diagnose the Defect and to correct the Defect, providing ongoing communication to you concerning the status of the correction until the Tyler New World Software is operational without Priority I defect. The goal for correcting a Priority I Defect is 24 hours or less. (b) Priority l : A Defect that substantially degrades the perfom1a11ce of the Tyler New World Software , bu/ does not prohibit your use of the Tyler New World Software. We shall assign a qualified product technical specialist(s) within four (4) business hours of our receipt of your notice. The product technical specialist will then work to diagnose and correct the Defect. We shall work diligently to make the correction, and shall provide ongoing communication to you concerning the status of the correction until the Tyler New World Software is operational without Priority 2 Defect. The goal for correcting a Priority 2 event is to include a correction in the next Tyler New World Software release. (c) Priority 3: A Defect which causes only a minor impact on the i,se of the Tyler New World Software. We may include a correction in subsequent Tyler New World Software releases . tyl_er t eL.hno log1es Exhibit4 Tyler New World Statement of Work We will deliver the services set forth in the Tyler New World Investment Summary as set forth in the Amendment and, as applicable , as further detailed in this Statement of Work. Except as expressly stated in the Amendment, none of the services we provide you under this Statement of Work are services related to hardware or third-party products. Whenever possible, we will provide services remotely so as to control travel expenses. All service fees and expenses are payable according to the Exhibit 2. • • • • • • Schedule 1 Tyler New World Professional Services 1. Project Management Services We shall act as Project Manager to assist you in implementing the Tyler New World Software. Project Management Services include: 2 . a) Developing an Implementation Plan; c) Providing revised Implementation Plans (if required); d) Providing monthly project status reports; and e) Facilitating project status meetings • a project review (kickoff) meeting at your location • progress status meeting(s) during implementation via telephone conference or at your location; and • a project close-out meeting at your location to conclude the project. t) Consultation with other vendors or third parties, if necessary. Implementation and Training Support Services Implementation and training support services have been allocated for this project as described in the Tyler New World Investment Summary. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended implementation and training support services include: a) implementation of the Tyler New World Software; and b) Training you or assisting with your training on the Tyler New World Software. The project management, implementation and training support services provided by us may be perfonned at your premises and/or at our headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Interface and/or Fixed Installation Services We shall provide interface installation services as described in the Tyler New World Investment Summary . Schedule 2 Tyler New World Data File Conversion Assistance We will provide conversion assistance to you to help convert the existing data files specified below. If additional files are identified after the contract eKecution, estimates will be provided to you prior to us beginning work on those newly identified files. Genera! 1) This conversion effort includes data coming from one unique data source, not multiple sources. 2) No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Data cleansing, removal of duplicate records, and editing must take place by you prior to providing the data to us. Our Responsjbjlities \) , We.will provide you with a.conversion .design doc1.1ment forsignoff prior t~be~i!ming ., .. development work on the data conversion. No conversion programming by us will commence until you approve this document. 2) We will provide the data conversion programs to convert your data from a single data source to the Tyler New World Software for the specified tiles that contain 500 or more records. 3) As provided in the approved project plan for conversions, we will schedule a conversion analysis trip and a separate data conversion testing trip to your location. The conversion testing trip for each application is a billable support trip, using standard daily billable rates, which is scheduled in conjunction with the delivery of the converted data to you. 4) We will provide you up to 3 test sets of the converted data. Additional test sets requested may/will require additional conversion costs. S) We will provide the standard conversion record layouts to you and convert the available data elements defined in the standard conversion record layouts. 6) Up to seven years of historic data will be converted by us. Client Responsibilities I) You will provide data in standard conversion record layouts as provided by us. Submitted data files must include an accurate count of records contained in the files. 2) Data will be submitted to us in one of the following formats: AS/400 files, Microsoft SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII-format delimited text tile. Data and databases will be transferred using the New World ftp site. 3) You understand that files or tables containing less than 500 records or table entries will not be converted. 4) As provided in the project plan for conversions, you will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever our staff is on site regarding conversions. Roughly a one to one commitment exists for your commitment and our commitment. You understand that thorough and timely testing of the converted data by your personnel is a key part of a successful data conversion. 5) You agree to promptly review conversion deliveries and signoff on both the conversion • • • • • • design document and on the final conversion after the appropriate review. Applying the converted data to the production (Live) environment will constitute conversion acceptance by you. 6) If you cannot provide data in the format defined in our standard conversion record layouts then we will map the data to our standard conversion record layout at the Daily Rate. You must provide complete file and field definitions for us to map the data. Only one data source for each of the files described in the Tyler New World Investment Summary .