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HomeMy WebLinkAbout5.364 (2) 5.364 Support Agreement ]'his Support Agreement is made, as of the date set forth below(the"Effective Date") by and between Tyler 'Technologies, Inc. with offices at 840 West Long Lake,Toad,'Fray, MI 48098 ("Tyler")and the client identified below ("Client*",). WI-IEREAS, Tyler and Client are parties to an original agreement(*Agreement") under which Client licensed the New World software itemized therein; and WHEREAS. Tyler and New World merged effective November 16, 2015, with'"FyIer as the surviving entity; and WI IEREAS, Tyler and Client desire to update the applicable maintenance and support services terms,- NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree as follows: I. The New World software Client licensed under the Agreement,and on which Client has paid maintenance and support fees through the Effective Date, shall mean the"Tyler Software" fOr purposes of this Support Agreement. 2, Tyler shall provide maintenance and support services on the Tyler Software according to the terms of Exhibit I to this Support Agreement. 1 For the terror specified in the applicable invoice, Client shall remit to Tyler maintenance fees in the amount set forth therein. Payment is due within thirty (30)days of the invoice date. C This Support Agreement shall be governed by and construed in accordance with the terms and conditions,of the Agreement, 5ll other terms and conditions of the Agreement shall remain in full force and effect. IN W1-fNESS WHEREOF, the parties hereto have executed this 'Support Agreement as of the dates set forth below. Tyler Technologies, Inc. Client: City of Port Angeles, WA `7 ( - BY: By:Z1-1-1F--P* k r OL.".O-L Name: ,rem Sebastian Narne. Title: President, Public Safety Division Title: �"e. Date: ZZDate� % TW Lo, tyler , Exhibit 1 Maintenance and Support Agreement Tyler("we")will provide Client("you")with the following maintenance andl support services for the Tyler Software. Capitallized terms not otherwise defined will have the meaning assigned to such terms in the Support Agreement., 1. Term. We provide maintenance and support services on an animal basis. The initial term commences on the Effective Date, and remains in effect for one (1)year, The term will renew automatically for additional one(1) year terms untess terminated in writing by either party at least ninety(90)days prior to the end of the then- current term. We will adjust the,term to match your first use of the Tyler Software in live production if that event precedes the one (1)year anniversary of the Effective Date. 2, Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are Misted in the applicable invoice. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30)days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. I Maintenanceand,Support Services. As long as you are not using the Help Desk as a suibstitute for our training services on the Tyler Software, and you timely pay your maintenance andl support fees,we willl, consistent with our then-current Support Call Process: 8.1 perform our maintenance and support obligations in a: professi:lonall,good,and workmanlike maininer, consistent with industry standards,to,resolve Defects, as defined in the Agreement, in the Tyler Software (limited to the,then-current version and the immediately prior version); provided, however,that if you modify the Tyler Software without our consent,our obligation to provide maintenance ands support services on and warrant the Tyler Software will be void; 12 a) provide telephone support during our established support hours,,currently Monday through Friday from ,9:00 a.rn,to 8:00 p.m (Eastern Time Zone) b)emergency 24-hour per day telephone support,for New World CAD only,seven(7)days per week for Licensed Standard Software. Normal service is available from 8,010 a.m.to 8:00,p.m. (Eastern Time Zone). After 8:010 p.m., the New World CAD, phone support will be provided via pager and a support representative will respond to CAD service calls within 30,minutes of call initiation. 33 maintain, personnel that are suff icientiy trained to be familiar with the Tyler Software and third party software, if any,in order to provide maintenance and support services; 8,4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements)that we make generally availablie without additional charge to customers who have a maintenance and support agreement in effect;and 151 provide non-Defect iresolution support of prior releases of the Tyler Software in accordance with our then- current release life cycle policy. 4Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Therefore, you agree to maintain a high-speed internet connection capable,of connecting us to your PCs,and server(s). You agree to provide us with a login account and local administrative priivileges,as we may reasonably require to perform remote serviices. We will!, at our option, use the secure connection to assist with proper diagnosis and resolution, suibject to any reasonably applicable security protocols, if we cannot resolve a support issue remotely,we may be required to provide onsite services. IIn such event,we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way,you agree to provide us with,full and free access to the,Tyler Software,working space, adequate facilities within a reasonable diistaince from the equipment,and use of machines,attachments, features,or other equipment reasonably necessary for us to provide the maintenance and support services,all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 5. Hardware and Other SAstems, if in the process of diagnosing a software support issue it is discovered that one of your peripheral systems or other software is the cause of the issue,we will notify you so that you may contact the support agency for that peripheral system.We cannot support or maintain third party products except as expressly set forth in the Agreement. In order for us,to provide the highest level of software support,you bear the following responsibility related to hardware,and software: (a,) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain,support contracts for all non-Tyler software associated with Tyler Software(including operating systems and database management systems, but excluding Third-Party Software, if any); and (c) You will perform daily database backups and verify that those backups are successful, 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software,as set forth above); (c) application design; (d)other consulting services; (e) maintenance and support of an operating system or hardware; (f)support outside our established support hours;or(g),installation,training services,or third party product costs related to a anew rellease. Requested maintenance and support services such as those outlined in this section will be bil'ledl to you on a time and materials basis at our then current rates. You must request those services with at least one(1)weeks,' advance notice, 7. Current Support Call Process. Our current Support Call Process for the Tyler Software is,provided!Schedule A to Exhibit 1. 1`0 0 t e r 000 0`910 Exhibit 1 Schedule A Support Call Process If, after you have cut over to live production use of the Tyler Software, you believe that the Tyler Software is Defective, as "Defect" is defined in the Agreement, then you will notify us by phone, in writing, by email, or through the, support website. Please l reference the applicable Customer,Support page at KW% ent,:iqpg2qt k-_tyjgrtech,,corn cfi� for information on how to use these various imeans,of contact. Documented examples of the claimed Defect must accompany each inotice. 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 bellow. 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 each, instance of a Priority I oir 2 Defect, prior to final Defect correction, the support team may offer you workaround solutions, including patches,, configuration changes, and operational adjustments, or may recommend that you revert back to the prior version the Tyler Software pending Defect correction. (a) Priority 1:A Defect that renders the Tyler Software inoperative;or causes the Tyler Sol to fail cotostrophically. After initial assessment of the Priority 1 Defect, if required, we shall assign a qualified product techrilcal specialist(s) within one business (1) 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 Software is operational without Priority 1 defect. The goal for correcting a Priority 1 Defect is 24 hours or less. (b) Priority 2:A Defect that substantially degrades the performance of the Tyler Software, but does not prohibit your use of the Tyler Softwore. 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 difigently to make the correction, and shall provide ongoing communication to you concerning the status of the correction until the Tyler Software is operational without(Priority 2 Defect. The goad for correcting a Priority 2 event is to include a correction in the next Tyler Software release. (c) Priority 3:A Defect which causes only a minor impact on the use of the Tyler Software. We may include a correction in subsequent Tyler Software releases.