HomeMy WebLinkAbout20061399.tiff SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
The parties to this agreement are:Tyler Technologies, Inc., Eagle Division(EAGLE)and Weld County, a
governmental entity in the State of Colorado(COUNTY).
EAGLE hereby agrees to provide and COUNTY hereby agrees to obtain software support services as set forth below
under the General Terms&Conditions and Support Terms:
COST OF SUPPORT SERVICES:The inaugural cost of these services is$22,960.00 annually,to be paid as set forth
in General Terms&Conditions, Section A, below.
Supported applications:
eagle recorder and eagleweb:$22,590.00
TERM OF AGREEMENT:The software support services provided under this Agreement shall be in effect for twelve
(12)months for each software application. Support services for e a g I e re r ord er and e a g I e we b take effect on
the date of Verification for those applications. If the applications are Verified other than simultaneously,the term of
support for each application shall begin on the date of Verification of that application, but the fee for support for both
applications will be due upon the date of the earlier Verification.
Either party may terminate this Agreement,with or without cause, upon thirty(30)days'prior written notice to the
other party. Unless this Agreement is terminated prior to expiration of the term,this Agreement and all renewals
hereof shall be automatically renewed for additional twelve-month periods. COUNTY shall be notified of changes in
terms,conditions and price of the renewal in writing at least 30 days prior to the expiration of the term hereof or of
any renewal period.The only exception to the notification requirement above is as follows: Upon each renewal,
EAGLE may at its sole discretion increase the annual cost of software support services by an amount equal to the
increase in the Consumer Price Index for All Urban Consumers U.S.City Average(CPI-U)for the last published
annual period ending prior to such renewal. (In the absence of a recently published CPI-U, another published index
that reasonably represents the average national inflationary increase may be substituted.)In the absence of any
written specification,the renewal(s)shall be upon the same terms and conditions as set forth under Payment Terms,
below.
THIS AGREEMENT IS THE EXCLUSIVE STATEMENT OF THE ENTIRE AGREEMENT BETWEEN THE PARTIES,
AND SUPERSEDES ANY PRIOR ORAL OR WRITTEN REPRESENTATIONS OR AGREEMENTS BETWEEN THE
PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO WARRANTIES
FROM EAGLE TO COUNTY EXCEPT ANY WHICH MAY BE SPECIFIED IN THIS AGREEMENT OR IN OTHER
WRITINGS EXECUTED BY EAGLE. EXCEPT FOR ANY SUCH WRITTEN WARRANTIES,THERE ARE NO
WARRANTIES BY EAGLE OF MERCHANTABILITY OF THE SUBJECTS OF THIS AGREEMENT,OR OF
FITNESS OF THE SUBJECTS OF THIS AGREEMENT. THERE ARE NO WARRANTIES CONCERNING THE
SUBJECTS OF THIS AGREEMENT THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY
AMENDMENTS,ADDENDA,ALTERATIONS OR MODIFICATIONS TO THE TERMS OR CONDITIONS OF THIS
AGREEMENT SHALL BE IN WRITING AND SIGNED BY BOTH PARTIES. THIS AGREEMENT HAS BEEN READ
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
IN ITS ENTIRETY AND EXECUTED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO.
WELD COUNTY,COLO ��~ TYLER TECHNOLOGIES, INC.,EAGLE DIVISION
By:
Print: M. J. Geile � r Print: 4SIXwy re-tec.1i�
Title: Chair, Board of County Commissione-Fpy: LFp
Date: 05/22/2006 Date: /Ear l2 200/-,
/ l
ATTESTING TO BOARD OF COUNTY
COMMISSIONER SIGNATURES ONLY
ATTEST: �G /fir
WELD OUNTY CLERK TO THE BOARD
BY: tit.Pt f I iLGt.
DEP Y CLER O E BOARD
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CoE-/3%Y
SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
GENERAL TERMS&CONDITIONS
A. PAYMENT TERMS: EAGLE will invoice COUNTY each year on the anniversary of the initiation of this
agreement for forthcoming year's standard charges.
Note:Software Support Fees for first year are included in Services section of separate Sales Agreement Amendment
foreaglerecorder and eagleu'eb.
Additionally, EAGLE will invoice COUNTY at the beginning of each month for any other fees and charges accrued
and all reimbursable expenses incurred during the previous month. If COUNTY fails to pay any charges when due
and payable,COUNTY agrees that EAGLE shall have the right to invoice and COUNTY will pay all costs,including
reasonable attorney fees expended in collecting overdue charges and a late payment charge of 1.5%per month but
not in excess of the lawful maximum on the unpaid balance. Prices and license fees are exclusive of all federal,
state, municipal or other political subdivision,excise,sales, use, property,occupational, or like taxes now in force or
enacted in the future and are therefore subject to an increase equal to any such taxes EAGLE may be required to
collect or pay upon the sale or delivery of the Products and Services purchased or licensed hereunder.
B. CONFIDENTIALITY: EAGLE acknowledges that during discussions with COUNTY leading up to this
Agreement and during its performance, certain proprietary or confidential data of COUNTY may be disclosed to
EAGLE or to EAGLE's employees or agents. EAGLE agrees that all data not normally available through other
sources may be proprietary,and will be safeguarded by EAGLE with the same degree of care that it accords to
EAGLE's own proprietary data. In particular: a)EAGLE or any of EAGLE's employees or agents shall not divulge,
transfer, assign,sell, license, franchise,sublease or otherwise convey the identified COUNTY proprietary data in any
form to a third party, person or organization except as may be specifically agreed to in writing by COUNTY; and,b)in
the event EAGLE shall attempt to use or convey any portion of the identified COUNTY proprietary data in a manner
contrary to the terms of this Agreement, COUNTY shall have the right, in addition to any other remedies available to
it, to injunctive relief enjoining such acts, it being acknowledged that other remedies alone may be inadequate.
C. RISK OF LOSS:COUNTY shall be responsible for protecting its system from risk of loss,damage or
destruction. In the event of such loss, damage or destruction,the item of the system so lost,damaged or destroyed
will be replaced by EAGLE at the request and expense of COUNTY.
D. LIABILITY: EAGLE shall not be liable for any loss,damage or claim resulting from these services,
regardless of the form of action,except for loss or damage caused by the negligence of EAGLE. EAGLE shall not be
liable for(1)any special, indirect, incidental, or consequential damage; (2)any damages resulting from loss of use,
data or profits.
E. DEFEND AND HOLD HARMLESS: EAGLE agrees to release, indemnify,defend and hold harmless
COUNTY from such liability, loss or damage including reasonable costs of defense that COUNTY may suffer as set
forth in paragraph D.
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
F. INDEMNIFICATION: COUNTY agrees to hold harmless and indemnify EAGLE from any and all liability, loss
or damage including the reasonable costs of defense that EAGLE may suffer as a result of claims, demands,actions,
or damages to any and all persons or property, costs or judgments against EAGLE which results from the acts,
omissions, negligence of the COUNTY, its officers,agents or employees.
G. TERMINATION:Termination of this Agreement shall not affect either party's pre-termination obligations and
any such termination is without prejudice to the enforcement of any undischarged obligations existing at the time of
termination.
H. WORKING SPACE:COUNTY shall provide EAGLE with sufficient working space,time,and access to
COUNTY's personnel and computer systems so that EAGLE may support the system(s)specified herein.
I. MISCELLANEOUS:
1. ASSIGNMENT: This Agreement is neither assignable by COUNTY without the prior written consent of
EAGLE nor by EAGLE without the prior written consent of the COUNTY.Any such attempted assignment shall
be void.
2. NOTICE: All notices which COUNTY or EAGLE may have cause to give to the other shall be delivered in
writing,effective as of the time of sending,and effective if sent to the last known address of the party to whom it
is directed.
3. APPLICABLE LAW: This agreement shall be governed by the laws of the State of Colorado.
4. SEVERABILITY: If any provision of this agreement is held to be void or unenforceable by the courts in
connection with litigation over this contract,the validity of the remaining provisions shall not be affected and the
rights and obligations of the parties shall be construed and enforced as if the contract did not contain the
particular provision held to be void or unenforceable.
5. LEGAL EXPENSES: If there is legal action concerning the subject matter of this agreement,each party
shall be responsible for its own attorneys fees and other litigation expenses,such as those for discovery
proceedings,and employee expenses arising from pursuit of such legal action,without regard to the outcome of
such legal action.
6. AMENDMENT: This agreement may only be amended by a written agreement executed by all parties
hereto.
7. COMMERCIAL PURPOSE:COUNTY acknowledges that it is entering into this agreement for a commercial
purpose,and that this is not a consumer transaction.
8. NO JOINT VENTURE: Nothing contained in this Agreement shall be construed to imply that a joint venture
or partnership is created by and between the parties hereto.
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
9. EXCUSABLE DELAYS: Both parties shall be excused for delay in the performance of any obligations
hereunder when such delay is the result of or attributable to the elements, acts of God,governmental authority,
delays in transportation or any other cause beyond their reasonable control.
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
SUPPORT TERMS
Software applications supported under this Agreement:
1.eaglerecorder
2.eaglewel;
During the term of this Agreement, EAGLE shall provide the following services in support of the Software,during normal
EAGLE working hours.
EAGLE shall maintain a trained staff capable of rendering the services set forth herein. EAGLE shall be responsible for
using all reasonable diligence in correcting verifiable and reproducible Errors when reported to EAGLE in accordance with
EAGLE's standard reporting procedures. EAGLE shall initiate work in a diligent manner toward development of an Error
Correction. Following completion of the Error Correction, EAGLE shall provide the Error Correction through a"fix"
consisting of sufficient programming and operating instructions to implement the Error Correction as soon as practicable.
Support includes toll-free telephone software support; remote modem software support and all Software enhancements
and bug fixes. Should an on-site visit be required to resolve a software problem,COUNTY will be charged only for travel
and associated expenses per the then current EAGLE's Preferred Rate Schedule. All time spent in resolving the software
problem is covered by this Agreement.
A. SUPPORT ACCESS—EAGLE: EAGLE shall maintain a telephone and Internet support center that allows COUNTY
to report system problems and seek assistance in use of the supported Software.
B. SUPPORT ACCESS—COUNTY:COUNTY shall install PC Anywhere or other communication software designated
or approved by EAGLE and allow EAGLE remote access via a high-speed Internet connection for purposes of analyzing
and updating the System and correcting problems. NOTE: Failure by COUNTY to provide or maintain adequate Internet
access, including provision for high-speed information transfer, may result in additional support fees in subsequent
renewal periods or, in circumstances where low-speed connections are deemed to be obstructing EAGLE in its efforts to
carry out support functions, in termination of the Agreement,at EAGLE's discretion.
C. REPORTING PROCEDURES:COUNTY is requested to report problems covered by the Software Support
Agreement to EAGLE in accordance with standard reporting procedures,defined below.
1)All problems with supported software should be reported to EAGLE support personnel as soon as practicable after
the problem is discovered. Notification of such problems may be directed to:
a) TylerTracker(Eagle's proprietary Help Desk system). NOTE:This is the preferred notification method.
b) designated toll-free telephone support numbers during regular support hours, or
c) by e-mail to designated e-mail support addresses.
2) If possible,the reporting of the problem to EAGLE will be undertaken by(or at least involve)the user who actually
experienced the problem.
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
3) If possible,the problem will be reported while it is still on the user's workstation.
D. PROBLEM CORRECTION PROCEDURE: Because software/application based errors are not all alike in severity and
impact on operations, EAGLE utilizes the prioritization plan outlined below for organizing and queuing software support
calls.
1) Severity 1: COUNTY'S software application is inoperative or a mission-critical portion of the software is
inoperative.The inability to use the application has a critical impact on COUNTY's operations. Problems assigned a
Severity 1 are understood to be those problems that block the COUNTY's ability to perform one or more critical
business functions. Response: EAGLE support will provide rapid initial analysis and response and problem resolution
will occur as quickly as possible and technically feasible.
2) Severity 2:The software application is partially inoperative and the inoperative portion has a less critical impact
on COUNTY's operations than Severity 1 errors.This category includes general questions concerning software
operation. Response: EAGLE support will respond in a reasonable period of time and problem resolution will occur as
quickly as possible and technically feasible, although Severity 1 issues take precedence within the support queue.
3) Severity 3:The software is usable with limited functions.The error condition is not critical to the continuing
operation of COUNTY's system and does not interfere with critical business functions. This category includes long-
range requests,comments and"wish list"suggestions. Response: EAGLE support will provide analytical responses
within a reasonable period of time and such requests requiring resolution will be placed in queue for resolution within
an appropriate and reasonable timeframe.
E. ESCALATION: If COUNTY is unsatisfied with the resolution to any problem provided by EAGLE software support,
whether with the quality of the solution provided or its promptness, COUNTY may contact the Support Manager assigned
to the COUNTY's account and this support manager will take action as quickly as possible to provide a solution. If the
resolution provided by this manager is still deemed unsatisfactory,COUNTY may seek assistance as necessary from
EAGLE's upper management.
F. COUNTY REQUESTED MODIFICATIONS: In the event that EAGLE is requested by the COUNTY to provide
modifications to existing Software during the term specified herein, unless otherwise specified herein, COUNTY will be
charged for programming per the EAGLE Preferred Rate Schedule current at the time such modifications are requested.
EAGLE shall consider and evaluate the development of Enhancements for the specific use of COUNTY and shall respond
to COUNTY's requests for additional services pertaining to the Software, provided that such assistance, if agreed to be
provided,shall be subject to the then current EAGLE Preferred Rate Schedule.
G. MINOR ENHANCEMENTS:Alterations and improvements deemed to be minor enhancements, including additional
functionality, bug fixes and user interface improvements,will be provided free of charge under this agreement.
H. MAJOR ENHANCEMENTS: EAGLE may,from time to time, offer major Enhancements to its customers generally for
an additional charge. EAGLE may allow COUNTY to purchase or license each major Enhancement at a percent off the
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
retail list price. EAGLE shall not require COUNTY to purchase such Enhancements to continue to receive support or
correct errors covered by this Support Agreement.
EAGLE will update at no cost under this Agreement only those Supported Software systems that are required to be
updated in order to operate the latest release of Software, and only once the new version of Software has been released.
EAGLE will not update non-EAGLE supported software at no cost under this Agreement just because a new release is
available.
EAGLE shall consider and evaluate the development of Enhancements for the specific use of COUNTY and shall respond
to COUNTY's requests for additional services pertaining to the Software, provided that such assistance, if agreed to be
provided,shall be subject to the then current Preferred Rate Schedule.
NOTE: EAGLE WILL DETERMINE IF ANY GIVEN ENHANCEMENT IS TO BE CONSIDERED A MINOR
ENHANCEMENT,AND THUS PROVIDED FREE, OR A MAJOR ENHANCEMENT,AND THUS AVAILABLE FOR AN
ADDITIONAL CHARGE.
EAGLE's current Preferred Rate Schedule for services provided by EAGLE beyond those specified In this
Agreement(subject to change annually):
Professional Services(remote or on-site): $140.00/hour
Per Diem and/or travel expenses: $355.00 per diem(rental car, hotel, meals and incidentals such
as telephone charges)plus travel time of$75.00/hour and
travel expenses(airfare or mileage).
NOTES:
1. EAGLE Preferred Rate Schedules cover additional services for customers currently under a blanket EAGLE Software
Support Agreement.
2.Travel arrangements will always be made in the best interest of COUNTY.
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SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
DEFINITIONS:
Enhancement refers to any modification or addition that,when made or added to the Software,materially changes
its utility,efficiency,functional capability, or application, but that does not constitute solely an Error Correction.
Error is any failure of the Software to conform in all material respects to the functional specifications of the Software.
However, any non-conformity resulting from COUNTY's misuse or improper use of the Software or combining or merging
the Software with any hardware or software not supplied by EAGLE, or not authorized to be so combined or merged by
EAGLE,shall not be considered an Error.
Error Correction is either a software modification or addition that,when made or added to the Software,establishes
material conformity of the Software to the functional specifications, or a procedure or routine that,when observed in the
regular operation of the Software,eliminates the practical adverse effect on COUNTY of such nonconformity.
First Beneficial Use is the date on which the software application is first used for processing real documents in the
COUNTY's system above and beyond testing of the system, also referred to as the"go-live"date.
Normal Business Hours are the hours between 8:00 a.m. and 5:00 p.m.,Mountain Time, on Monday through
Friday,excluding EAGLE's scheduled holidays.
Software refers to each of the computer software products described herein. Each Software consists of both
computer software and software documentation(e.g., user manuals,technical manuals,system manuals, keyboard
function strips, and like items).Additions, corrections and enhancements of Software also fall within the definition of
Software. "Software"refers both to the intangible information comprising the products and,as the context requires, every
copy of the information.
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