The URL can be used to link to this page

Browse Search

Home My WebLink About20040764 RESOLUTION RE: APPROVE AMENDMENT TO SALES AGREEMENT AND AUTHORIZE CHAIR TO SIGN -TYLER TECHNOLOGIES, EAGLE DIVISION, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Amendment to Sales Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of Affiliated Computer Services, Inc., and Tyler Technologies, Eagle Division, Inc.,with terms and conditions being as stated in said amendment, and WHEREAS,after review,the Board deems it advisable to approve said amendment,a copy of which is attached hereto and incorporated herein by reference. NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County,Colorado,that the Amendment to Sales Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of Affiliated Computer Services, Inc.,and Tyler Technologies, Eagle Division, Inc. be,and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said amendment. The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 10th day of March, A.D., 2004. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Lail/ 11?' 'i; IE Lam` EXCUSED Robert D. Masden, Chair Weld County Clerk to th- :oI 01, pz 6t-j( °"�� ♦ William H. Jerke, Pro-Tem BY: • Deputy Clerk to the BoaN1 rif �� EXCUSED M Geile APPRO AS TO FORM: . a:. Lon C Attor Glenn Va Date of signature: /7 2004-0764 DP0014 00 : .D P 7 y c) O3 -z -/ EAGLEQUICKDOCS© SALES AGREEMENT AMENDMENT AMENDMENT TO EAGLE COMPUTER SYSTEMS, INC. AGREEMENT This amendment is made and entered into this day of March 2004, by and between Weld County (hereinafter referred to as "COUNTY") and Tyler Technologies, Eagle Division, Inc. (hereinafter referred to as "EAGLE"). WITNESSETH: WHEREAS, in May, 1994, EAGLE and COUNTY executed a Sales Agreement (hereinafter referred to as the "Agreement") for purchase and installation of the EAGLE CRIS+plus© System and now desire to amend the Agreement to provide for the installation of an electronic recording interface (hereinafter referred to as the "EagleQuickDocs© Interface") as stated in this Amendment; Now therefore, in consideration of the promises and the mutual covenants and obligations herein set forth, the parties agree as follows: 1. EagleQuickDocs© Interface License To expand recording capabilities to accommodate electronic recording of land record documents, EAGLE shall provide COUNTY with a perpetual, nonexclusive, and nontransferable license for the EagleQuickDocs© Interface. The EagleQuickDocs© Interface is provided to COUNTY as an extension of the County Clerk and Recorder's CRIS+plus© System. COUNTY will purchase software licensing, hardware installation services, implementation services, training services, and one year of EagleQuickDocs© Interface support for the EagleQuickDocs© Interface software, for a total of$59,692.00. See Exhibit 1 — Price Schedule. Software licensing and System Support Agreement fees will not be invoiced until 30 days after first beneficial use of EagleQuickDocs© Interface Services shall be invoiced monthly following the month delivered. 2. EagleQuickDocs© Interface Software/Hardware Maintenance Services Software maintenance services include Error corrections, program maintenance, product upgrades, telephone and online support as defined in the System Support Agreement for the EagleQuickDocs© Interface. Hardware maintenance services include hardware configuration, testing and installation. Once hardware is installed at COUNTY, EAGLE will assist in error detection and determination, but will not be directly responsible for hardware maintenance (for further detail on maintenance services, refer to Attachment A hereto.) COUNTY understands that upon system acceptance, COUNTY is responsible for owning and maintaining the EagleQuickDocs©server as a production server. r I EAGLEQUICKDOCS© SALES AGREEMENT AMENDMENT 3. EagleQuickDocs® Interface Certification Program COUNTY desires to increase electronic document volumes over time by adding additional submitting parties. EAGLE will develop a Certification Program for submitting parties. These additional submitting parties will be granted "submission rights" through 2 steps: A. "Trusted Relationship" with COUNTY (includes Memorandum of Understanding). B. Passing an EagleQuickDocs® Certification Program conducted by EAGLE. COUNTY understands that while EAGLE will work to increase the number of submitting parties and the volume of electronically submitted documents, EAGLE cannot guarantee rates of increase in these areas, nor can EAGLE estimate or ensure overall levels of eRecording submittals. 4. Adherence to Colorado's Secretary of State's eRecording Technical and Business Rules EAGLE agrees to adhere to the Colorado Secretary of State's eRecording Technical and Business Rules Guidelines (Attachment B). EAGLE also agrees to adhere to other national standards such as PRIA XML standards for document transmission and document data identification, assuming there is no conflict with the Colorado Secretary of State's Guidelines. Note: EAGLE agrees to adhere to said standards within a reasonable timeframe as these standards are changed and upgraded to accommodate eRecording best practices. 5. Colorado eRecording Technology Funds EAGLE believes that the hardware, services, and support meet the definition for eRecording expenditures as currently published by the Colorado Secretary of State's Office. 6. Other All other terms and conditions of the Agreement shall remain the same and in effect. CUSTOMER: EAGLE: Sign: 1 /1)11 Sign: Pri ''mien?me airST: Print: Brock Taylor ATTEST: WELD CO NTY CLERK TO HE BOARD Title: BY: / • Sales Support Manager D UTY CL R HE B0ARp Date: MAK 1 U ZUU4 Date: March 4, 2004 2 O76O o-7dy EAGLEQUICKDOCS° SALES AGREEMENT AMENDMENT Exhibit 1 — Price Schedule Proposal Totals DESCRIPTION TOTAL PRICE 1. EagleQuickDocs License Fee $27,000.00 NOTE: EagleQuickDocs license fees will not be charged until the County has been in an eRecording production mode for 30 days. NOTE: EagleQuickDocs must be integrated to a third party's eRecording submission application. Additional hardware and services may be required and is not included as part of this quote. 2. EagleQuickDocs Professional Services $32,692.00 Includes site preparation visit, staging and installation of all software, complete training and implementation, project management, EagleQuickDocs software support(including enhancements and updates) and integration to 3rd party eRecording submission applications for a period of 12 months the first year. 3. EagleQuickDocs Production Server Will be provided by Weld County. 1st Year Base Total $59,692.00 3 EAGLEQUICKDOCS© SYSTEM SUPPORT AGREEMENT The parties to this Agreement are Tyler Technologies, Eagle Division, Inc., (hereinafter referred to as "EAGLE") and Weld County, a political subdivision of the State of Colorado, (hereinafter referred to as"CUSTOMER"). EAGLE hereby agrees to provide and CUSTOMER hereby agrees to obtain services as set forth in the following Attachments: [X] Software Support Attachment The cost of these services is based on the volume of documents eRecorded. For the first year following the initiation of this Agreement, the base rate of the CUSTOMER's EagleQuickDocs© installation ($59,692.00) includes support for QuickDocs© volume of up to 10% of total documents submitted by any means to CUSTOMER and recorded in CUSTOMER's CRIS+plus© system. In subsequent years, the annual cost of support for EagleQuickDocs© will be adjusted upward if the volume of eRecorded documents exceeds 10% of total documents submitted by any means to CUSTOMER and recorded in CUSTOMER's CRIS+plus© system during the preceding year, as determined by an annual audit conducted by EAGLE of CUSTOMER's recording volumes. The software support services provided under this Agreement shall be in effect for 12 months beginning after the first beneficial use of the EagleQuickDocs© Interface. 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. The renewal(s) shall be under such terms, conditions and price changes as EAGLE in its sole discretion shall specify in writing to the CUSTOMER at least 30 days prior to the expiration of the term hereof or of any renewal period, and in the absence of any written specification, the renewal(s) shall be upon the same terms and conditions as set forth in this Agreement. 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 CUSTOMER EXCEPT ANY WHICH MAY BE SPECIFIED IN THIS AGREEMENT, INCLUDING THE PRODUCT SPECIFICATIONS AS LISTED ON PAGE 6 IF 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 WHICH 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 IN ITS ENTIRETY AND EXECUTED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO. CUSTOMER: EAGLE COMPUTER SYSTEMS, C., By: y �' t j By: Board of County Commissi• Brock Taylor Chalfadimard o County C 1y io • , Sales Support Manager ATTEST: � f / ►� �� WELD COUNTY CLERK 1O"• I'�'0_,='� kEr DEPUT.' CLERK TO THE BO•.'� �iwr/' Date MAR 1 0 2004 Date: WI))`-'LLt.1")OreL\ 1 cc'cso' D-76 S/ EAGLEQUICKDOCS© SYSTEM SUPPORT AGREEMENT A. PAYMENT TERMS: EAGLE will invoice CUSTOMER at the beginning of each month for that months standard support charges and for any other fees and charges accrued from the previous month and all reimbursable expenses incurred during the previous month. If CUSTOMER fails to pay any charges when due and payable, CUSTOMER agrees that EAGLE shall have the right to invoice and CUSTOMER 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 CUSTOMER leading up to this Agreement and during its performance, certain proprietary or confidential data of CUSTOMER 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 CUSTOMER proprietary data in any form to a third party, person or organization except as may be specifically agreed to in writing by CUSTOMER; and, b) in the event EAGLE shall attempt to use or convey any portion of the identified CUSTOMER proprietary data in a manner contrary to the terms of this Agreement, CUSTOMER 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: CUSTOMER 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 CUSTOMER. 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. In no event shall EAGLE 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 CUSTOMER from such liability, loss or damage including reasonable costs of defense that they may suffer as set forth in paragraph D. F. 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. G. WORKING SPACE: CUSTOMER shall provide EAGLE with sufficient working space, time, and access to CUSTOMER'S personnel and computer systems so that EAGLE may support and/or provide updates to the system(s) specified herein. Access shall include, but not be limited to secure Internet access. 2 • EAGLEQUICKDOCS© SYSTEM SUPPORT AGREEMENT H. MISCELLANEOUS: 1. ASSIGNMENT: This Agreement is not assignable by CUSTOMER without the prior written consent of EAGLE, nor by EAGLE without the prior written consent of the CUSTOMER. Any such attempted assignment shall be void. 2. NOTICE: All notices which CUSTOMER 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 the prevailing party of this agreement shall be entitled to recover its reasonable attorney's fees and other litigation expenses, such as those for discovery proceedings, and employee expenses arising from pursuit of such legal action. If either party to this agreement prevails only in part, then it shall be entitled to recover that part of its litigation expenses as the court may deem just. 6. AMENDMENT: This agreement may only be amended by a written document executed by all parties hereto. 7. COMMERCIAL PURPOSE: CUSTOMER 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. 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. 3 EAGLEQUICKDOCS° SYSTEM SUPPORT AGREEMENT SOFTWARE SUPPORT ATTACHMENT TO SYSTEM SUPPORT AGREEMENT During the term of this Agreement, EAGLE shall provide the following services in support of the Software during normal EAGLE working hours, subject to Tyler Technologies' holiday schedule. Normal working hours are Monday through Friday 8 a.m. to 5 p.m. Mountain Standard Time. Tyler Technologies' holiday schedule includes New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas. Support includes toll-free telephone software support; remote modem or Internet software support; and all Software updates, enhancements, and bug fixes. Should an on-site visit be required to resolve a software problem, CUSTOMER will be charged only for travel and associated expenses per the then current EAGLE' Preferred Rate Schedule. All time spent in resolving the software problem is covered by this Agreement. Support: EAGLE shall maintain a telephone and modem or Internet support center that allows CUSTOMER to report system problems and seek assistance in use of the supported Software. 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' 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. Customer Requested Modifications: In the event that EAGLE is requested by the CUSTOMER to provide programming modifications to existing Software during the term specified herein, unless otherwise specified herein, CUSTOMER will be charged for programming per the then current EAGLE Preferred Rate Schedule. EAGLE shall consider and evaluate the development of Enhancements for the specific use of CUSTOMER and shall respond to CUSTOMER'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. Updates: EAGLE may, from time to time, issue new Updates of the Software, containing Error Corrections, minor Enhancements, and in certain instances if EAGLE so elects, major Enhancements. During the term specified herein, EAGLE shall provide CUSTOMER with one copy of each new Update, along with reasonable assistance to help CUSTOMER install and operate each new Update. Major Enhancements: EAGLE may, from time to time, offer major Enhancements to its customers generally for an additional charge. EAGLE shall allow CUSTOMER to purchase or license each major Enhancement at a percent off the retail list price. EAGLE shall not require CUSTOMER to purchase such Enhancements to continue to receive support or correct errors covered by this Support Agreement. State and Federal Mandated eRecording Changes: EAGLE shall update the Supported Software to meet all State and Federal mandated software eRecording requirements. The updates will occur in a reasonable timeframe after the publication and acceptance of those requirements. Additional hardware or 3rd Party Software(digital signature certificates, security software, etc.) is outside the scope of the Supported Software and would be the responsibility of the CUSTOMER. 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. 4 EA GLEQUICKDOCS© SYSTEM SUPPORT AGREEMENT CUSTOMER shall install PC Anywhere or other communication software designated by EAGLE and allow EAGLE remote access via high speed Internet for purposes of analyzing and updating the System and correcting problems. 5 EAGLEQUICKDOCS© SYSTEM SUPPORT AGREEMENT SOFTWARE SUPPORT ATTACHMENT TO SYSTEM SUPPORT AGREEMENT SUPPORTED SOFTWARE DESCRIPTION EagleQuickDocs° Eagle's eRecording product, EagleQuickDocs, was designed and created to expand the functionality of the Recorder's Office by adding electronic document processing capability. eRecording is defined as the"ability to process electronic land-ownership documents." Installed on its own server, EagleQuickDocs serves as the electronic recording "portal" into the Recorder's Office. Its primary function is to legally process electronic land-ownership documents submitted by multiple submitting parties (e.g. Banks and Title Companies). Integrated to the CRIS+plus©or EagleRecorder© System, Eagle QuickDocs processing is automated instead of manual. The reality of automation produces several time and money-saving benefits unavailable in the paper world. EagleQuickDocs v1.5 Interface to CRIS+plus 1. Software Infrastructure a. Eagle QuickDocs server application installed on county eRecording server. b. Eagle QuickDocs client application installed on designated county workstations. c. Client connects to server via internal network HTTP connections. 2. Software Features a. Graphical User Interface Design b. Single username/password login for access and document processing i. Access granted to EAGLE (for remote administration), county employees (for document processing), and submitting parties (for document submission and document status updates) c. Supports multiple electronic document formats (Levels1, 2, and eventually 3) d. Supports PRIA v1.05 electronic document types and others as deemed appropriate e. Supports PRIA XML Standard v1.05 f. Provides document processing status updates to submitting parties g. Provides recorded and rejected documents as requested by submitting party via internal queries h. Race to Record message notification i. Disclaimer"electronic sticky note" j. Provides audit log functions k. Digital signature link and archive for level 3 electronic document formats containing digital signatures I. ACH reconciliation reports 6 • EAGLEQUICKDOCS° SYSTEM SUPPORT AGREEMENT m. Document Processing Automation i. Automated reception of levels 1, 2 and 3 electronic document formats H. Manual examination/verification by county employee for levels 1, 2, and 3 electronic document formats 1. For level 3 electronic documents with digital signatures, provides link to and archiving of digital signatures. Hi. Automated receipting for levels 1, 2 and 3 electronic document formats iv. Automated cashiering for levels 1, 2 and 3 electronic document formats 1. Supports several payment options: a. ACH (Automated Clearing House) i. Provide ACH reconciliation reports b. Draw Down i. Money is automatically debited from existing EFT accounts v. Automated endorsement for levels 1, 2 and 3 electronic document formats vi. Automated scanning for levels 1, 2 and 3 electronic document formats vii. Minor indexing automation for levels 1, 2 and 3 electronic document formats 1. Proper ordering of names 2. Punctuation control viii. Automated document return for levels 1, 2 and 3 electronic document formats 3. Software Security a. Application server is secured on county network via county IT security policies and procedures. b. Internal access to application server is secured via user authentication c. External access to application server is secured via static routing authentication d. Incoming electronic documents and document data are secured via SSL encryption technology e. Internal electronic document processing is secured via Eagle QuickDocs, CRIS+plus®and county security procedures 4. Software Scalability a. Upgradeable to accommodate a growing list of submitting parties b. Upgradeable to accommodate a growing list of document types and formats c. Upgradeable to accommodate CR/S+pluscautomation enhancements d. Upgradeable to accommodate growing local and national eRecording standards 7 EAGLEQUICKDOCS© SYSTEM SUPPORT AGREEMENT SOFTWARE SUPPORT ATTACHMENT TO SYSTEM SUPPORT AGREEMENT DEFINITIONS: "Acceptance" is the date defined in the Sales Agreement whereby CUSTOMER purchased the products supported under this agreement. "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. Enhancements may be designated by EAGLE as minor or major, depending on EAGLE's assessment of their value and of the function added to the preexisting Software. "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 CUSTOMER'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 CUSTOMER of such nonconformity. "Normal Business Hours" are the hours between 8:00 a.m. and 5:00 p.m., Mountain Time, on Monday through Friday, excluding regularly scheduled holidays of EAGLE. "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, updates, 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. "Updates" means new versions of the Software, which new versions may include both Error Corrections and Enhancements. 8 RN EAGLE COMPUTER SYSTEMS 4 A TYLER TECHNOLOGIES COMPANY MAR 0 5 2004 WELD COUNTY ATTORNEY'S OFFICE Flo day, arch 04, 2004 Weld Co 915 10th Greeley, CO x ; 1 Dear Bruce: I've attached two signe. ent Amendment and the Agreeme System Support g ' reeme w y of these to us after they have been signed. Thanks again for all your help. Ph: , c9n,tct me if you have any questions. ` _401 ,t. th Sincerely, Brock Taylor Sales Support Manager DP60I y P.O. Box 1020 • Eagle, CO 81631 2004-0764 800/554-4434 (Voice) • 970/328-6521 (Fax) • www.ecsplus.com Hello