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Home My WebLink AboutTyler Technologies 2004 r I '~C,"",.'g"=,'ç~g'~C-,'~"~","~~'=~'T~'~' " r ARTICLES OF AGREEMENT for r"' ! i 2004 MAINTENANCE & SUPPORT ¡ January 1,2004 - December 31,2005 r l - ¡ : , l; r CLT~ tyler works. l: forthe City of Oshkosh, Wisconsin Ms. Debra Gauger Director of MIS City of Oshkosh 215 Church Street Oshkosh, Wisconsin 54903 By: Cole- Layer- Trumble Company 10617 W. Oklahoma Ave. Suite U2 West Allis, WI 53227 '" (414)708-0055 or (414) 543-1482 or 800-800-CL T1 (2581) http://www.cltco.com ~ ---==~"_._..._...... --.-- ",..,..-..--,----- r I ,.... ,- ~ ¡ :"'" r ,- ,.. ¡ f <- r r L "" r r l. '" Articles of Agreement - Maintenance City of Oshkosh, Wisconsin This AGREEMENT is by and between the City of Oshkosh, located in the State of Wisconsin hereinafter referred to as "the Jurisdiction," AND The Cole Layer Trumble Company, a wholly owned subsidiary of Tyler Technologies, Inc., a company formed under the laws of the State of Delaware and qualified to do business in the State of Wisconsin, hereinafter referred to as "the Company," ~IINE~~)nH WHEREAS, on August 17, 1999, the Jurisdiction entered into an agreement to purchase and implement the Company's Integrated Assessment System, CAMA, Personal Property and AA modules, WHEREAS, the Jurisdiction is in need of technical support services for the systems currently installed in the Jurisdiction, and; WHEREAS, the Company is the sole provider of technical support for the installed systems and the Company is agreeable to furnishing the technical support services for systems currently installed in the Jurisdiction; and February 2004 Cole Layer Trumble Company Page I r L. r- r ,- r , , ,..... t r, , l . ,~ - ¡ r t ¡ r , ,.... r r t "" i L. Articles of Agreement - Maintenance City of Oshkosh, Wisconsin WHEREAS, the Jurisdiction desires to utilize said services; NOW, THEREFORE, it is hereby agreed that the Company shall provide the professional services contained in the Scope of Services during the period of this Agreement as specified in Article III hereof. February 2004 Cole Layer Trumble Company Page 2 ï r ,..... ¡ ,.... ,.... I ¡ .... f "" , , r . . r- t, ,.... I I r , . ,. r, I r - , , I r r-. ! Articles of Agreement - Maintenance City of Oshkosh, Wisconsin I. II. III. SERVICES TO BE PROVIDED The Company will provide to the Jurisdiction in a professional and workmanlike manner the technical support for the IAS software currently installed in the Jurisdiction as stipulated in the Scope of Services. CONTRACT DOCUMENTS This Agreement and Appendix "A", Scope of Services, Appendix "B", Time and Material Rates, and Appendix "C", Marshall & Swift End User Agreement comprise the contract documents. PERIOD OF AGREEMENT The Agreement for the IAS Support Project shall run from January 1, 2004, until December 31, 2005. The Agreeme,nt may be renewed for future periods by written consent of both parties. The Company's time of performance of the Agreement is conditioned upon the performance of the Jurisdiction's responsibilities contained in the Scope of Services and upon the nonoccurrence of an act of God or other cause or causes beyond the Company's control, but occurrence of any such event should not relieve the Company from full performance, but shall entitle the Company to a mutually agreed to reasonable extension of the completion date and waiver of penalty provisions should such occurrence materially increase the degree of difficulty of project execution. If the Jurisdiction fails to make timely notification of such information, the Company's obligation to perform February 2004 Cole Layer Trumble Company Page 3 :- r t r r ¡ r' ! r- l r I ~'". [ h , l ,.... r- ¡ '"" ¡ , ' r L. ,... \, r' ì t r r " Articles of Agreement - Maintenance City of Oshkosh, Wisconsin IV. the services provided in this Agreement shall be suspended until such information is received. COMPENSA nON As compensation for providing the professional services contained in the Scope of Services, the Jurisdiction shall pay the Company as follows: 1. /AS Maintenance Support. The Jurisdiction shall pay the Company a fee of Thirty-Four Thousand Dollars ($34,000.00) for /AS Maintenance Support for the period specified in Article III hereof. The Company will invoice the Jurisdiction in two (2) installments. The first installment will be due upon the signing of this Agreement in the amount of Seventeen Thousand Dollars ($17,000.00) and will cover the period of January 1 2004 through December 31, 2004; the second installment will be due January 1,2005 in the amount of Seventeen Thousand Dollars ($17,000.00) and will cover the period ofJanuary 1, 2005 through December 31, 2005. This maintenance support is for the IAS products installed at the Jurisdiction as follows: IAS Assessment Administration IAS CAMA IAS Personal Property February 2004 Cole Layer Trumble Company Page 4 ,..... ; l' r L :- ,..... ,... . ' r r l. r L. ,.... i r r t , !"'" r ...... r ! ...... Articles of Agreement - Maintenance City of Oshkosh, Wisconsin 2. February 2004 During the maintenance period, the Company will, without additional charge, design, code, check out, document and deliver any amendments or alterations (the "Amendments") to the Company's software that are necessary to correct or avoid any defect in the Company's software which is present at the time of delivery, or is discovered during Jurisdiction usage, and affects performance of the Company's software in accordance with the functions set forth in the Scope of Services. The Company shall only be responsible to correct defects which are documented or submitted in writing during the maintenance agreement period. Oral notification or other unwritten complaints will not constitute notice under this Agreement. Annual ORACLE Technical Support Fee. The Jurisdiction will pay the Company a total fee of Four Thousand Five Hundred Dollars ($4,500.00) for Annual ORACLE Technical Support Fee for the period specified in Article III hereof. The annual ORACLE@Technical Support will be invoiced in two equal installments of Two Thousand Two Hundred Fifty Dollars ($2,250.00). The first installment will be due upon the signing of this Agreement; the second installment will be due January 1, 2005. The ORACLE Technical Support covers the following ORACLE products in a Runtime mode: ORACLE RDBMS@ SQL *FORMS@ Cole Layer Trumble Company Page 5 r ¡'""" , ' l : r ¡ , ,.... I ,..... I i..' r r- / r- j l ,..... I l. r i t ¡- l "'"' I ! r I L ,.... Articles of Agreement - Maintenance City of Oshkosh, Wisconsin 3. February 2004 SQL *PLUS@ SQL *DISCOVERER Visual LandiscTM and LandiscTM Plus Support Fee. The Jurisdiction will pay the Company a fee of Five Thousand Six Hundred Dollars ($5,600.00) for annual Visual LandiscTM and LandiscTM Plus Support for the period specified in Article III hereof. The Company will invoice the Jurisdiction in two installments. The first installment will be due upon the signing of this Agreement in the amount of Two Thousand Eight Hundred Dollars ($2,800.00) and will cover the period of January 1,2004 through December 31, 2004; the second installment will be due January 1,2005 in the amount of Two Thousand Eight Hundred Dollars ($2,800.00) and will cover the period of January 1,2005 through December 31,2005. This maintenance and support entitles the Jurisdiction to unlimited telephone support for the above software applications as installed in the Jurisdiction. The Jurisdiction is also entitled to receive new releases of the above software at no additional charge when released by the Company during the support period as specified in Article III hereof. 4. Marshall & Swift Commercial/Industrial Cost Table Fees. a. The Jurisdiction will pay the Company a total fee of One Thousand Three Hundred Fifty Dollars ($1,350.00) for the annual Marshall & Cole Layer Trumble Company Page 6 ,... , L r L ,.... , , . r t r- ¡ ,.... ¡ , r r r- l r- l- ,... i ¡ , r ,.... I ,... I . r- l- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin February 2004 Swift site license for the period specified in Article III hereof, for the Jurisdiction to use the Marshall and Swift C/I tables. The Company will invoice the Jurisdiction in two equal installments. The first installment will be due upon the signing of this Agreement in the amount of Six Hundred Seventy Five Dollars ($675.00) and will cover the period of January 1,2004 through December 31, 2004; the second installment will be due January 1,2005 in the amount of Six Hundred Seventy Five Dollars ($675.00) and will cover the period of January 1,2005 through December 31, 2005- b. OPTIONAL Feefor Inputting the Updated Marshall & Swift Tables into lAS. The Jurisdiction may choose to pay the Company a fee of One Thousand Five Hundred Dollars ($1,500.00) for the Company to input the updated Marshall and Swift C/I tables into the required IAS format and apply the local time and location factors to these updated tables. This is an OPTIONAL charge that only needs to be covered in the year in which the Jurisdiction is going to begin generating new cost tables in preparation for an upcoming reappraisal. The Company will invoice the Jurisdiction in one installment the month following when the work is completed for the inputting of the updated Marshall & Swift tables into a format for IAS. In order to invoke this OPTION and acknowledge the cost, the Jurisdiction must sign at the appropriate space on the signature page. Cole Layer Trumble Company Page 7 ,.... t ~ :- r- I L r < " r t r ,.... , r r r- r ,.... r , r- t 1-, :- Articles .of Agreement - Maintenance City of Oshkosh, Wisconsin 5. February 2004 ias World (formerly known as Teeam Suite) Software Maintenance and Technical Support Fee. The Jurisdiction will pay the Company a total fee of Nineteen Thousand Six Hundred Fifty Dollars ($19,650) for iasWorld (formerly known as Teeam Suite) Software Maintenance and Technical Support for the period specified in Article III hereof. This iasWorld (formerly known as Teeam Suite) maintenance and support includes: a. The Jurisdiction will pay the Company a fee of Six Thousand Two Hundred Fifty Dollars ($6,250.00) for the CARE Internet level II Software. The Company will invoice the jurisdiction in two (2) installments. The first installment will be due upon the signing of this Agreement in the amount of Three Thousand Fifty Dollars ($3,050.00) and will cover the period of January 1, 2004 through December 31,2004; the second installment will be due January 1,2005 in the amount of Three Thousand Two Hundred Dollars ($3,200.00) and will cover the period of January 1, 2005 through December 31, 2005. b. The Jurisdiction will pay the Company a fee of Three Thousand Seven Hundred Dollars ($3,700.00) for the iEnable (formerly known as SEAM Desktop) product maintenance. The Company will invoice the jurisdiction in two (2) installments. The first installment will be due upon the signing of this Agreement in the amount of One Thousand Eight Hundred Dollars ($1,800.00) and will cover the period of January 1,2004 through December 31,2004; the second installment will be due January 1,2005 in Cole Layer Trumble Company Page 8 r r , r- r- I ¡ ,- t ~ , l. ~ , r: I r ¡ t r- ¡ ¡ . " r ¡ & ,..... r , ' r- . , ! Articles of Agreement - Maintenance City of Oshkosh, Wisconsin February 2004 the amount of One Thousand Nine Hundred Dollars ($1,900.00) and will cover the period of January 1,2005 through December 31, 2005. c. The Jurisdiction will pay the Company a fee of Nine Thousand Seven Hundred Dollars ($9,700.00) for iasWorld (formerly known as Teeam Suite) Technical Support Services. The Company will invoice the jurisdiction in two (2) installments. The first installment will be due upon the signing of this Agreement in the amount of Four Thousand Seven Hundred Dollars ($4,700.00) and will cover the period of January 1, 2004 through December 31, 2004; the second installment will be due January 1,2005 in the amount of Five Thousand Dollars ($5,000.00) and will cover the period of January 1, 2005 through December 31, 2005. The Company and their subcontractor, Akanda, will provide up to forty- hours (40) of technical support per year for the Jurisdictions iasWorld (formerly known as Teeam Suite) support personnel. In addition, Akanda will coordinate all problem resolution, tracking and dispatching from a single point of contact. All Akanda Technical Support 1-800 phones will be staffed from 8:30 a.m. to 5:00 p.m. Eastern Standard Time, on Akanda's normal working days. Technical Support time exceeding the forty-hour (40) retainer, will be charged to the Jurisdiction on a monthly basis at $110.00 per hour. Cole Layer Trumble Company Page 9 r r , r :- r í r . . ;- ,.- ¡ r- r L r- r- r- l , . r- :- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin V. VI. 6. Payment of billings is due within thirty (30) days after the date of each billing. Failure of the Jurisdiction to make payment when due shall, without cause, entitle the Company, in addition to its other rights and remedies, to suspend, temporarily, further performance of this Agreement without liability. The Company will be compensated for services performed in addition to the Software Maintenance Support services as specified in Appendix A "Scope of Services", only when those additional services have received prior written approval by the Jurisdiction. Compensation will be on the basis of time spent and materials used according to the scheduled rates in Appendix B. INDEPENDENT CONTRACTOR The relationship of the Company to the Jurisdiction shall be that of an independent contractor and no principal agent or employer employee relationship is created by this Agreement. LICENSING The Company shall meet any and all federal, state and local licensing and/or regulatory requirements applicable to the provision of services as described herein whether specifically mentioned or not. The Company shall be responsible for any and all costs associated with licensing and/or permits that may be required in conjunction with this Contract. February 2004 Cole Layer Trumble Company Page 10 r L r t ¡ r- , r r r f r r ~'" ï r ~ . r ¡ r- ! ,.... f I r- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin VII. INDEMNIFICATION AND INSURANCE Except as provided below, the Company agrees to defend and save harmless the Jurisdiction, its officers, agents and employees against all claims, demands, payments, suits, actions, recovery,. and judgments of every kind and description arising out of the performance of this Agreement, for personal injury or property damage brought or recovered against it by reason of any negligent action or omission of the Company, its agents, or employees and with respect to the degree to which the Jurisdiction is free from negligence on the part of itself, its employees and agents. The Jurisdiction agrees to defend and indenmify and save harmless the Company, its officers, agents and employees against all claims, demands, payments, suits, actions, recovery and judgments of every kind and description arising out of any property valuation disputes, brought or recovered against it, whether based in contract, negligence or otherwise. Neither party shall be liable to the other for consequential, indirect or incidental damages, including, but not limited to, loss oftax revenue or claims related to valuation of property, even if due to the negligence or other fault ofthe party released. The Company shall carry Public Liability Insurance in the amount of $1,000,000 including protection for bodily injury and property damage with a combined single limit of $1,000,000 and $500,000 for each occurrence naming the Jurisdiction as the additional insured. February 2004 Cole Layer Trumble Company Page 11 r , . t r r ! r- L r r r r r r r r r í ¡ r t. t r I Articles of Agreement - Maintenance City of Oshkosh, Wisconsin The Company shall also maintain Automobile Liability Insurance providing limits of $1,000,000 per occurrence, and the Company shall provide Workers' Compensation Insurance. The Workers' Compensation Insurance shall provide coverage under the Compensation Act of Wisconsin and shall provide employer's liability insurance in the amount of$lOO,OOO. Upon the request by the Jurisdiction, Certificates of Insurance shall be supplied to the Jurisdiction by the Company detailing the above coverages. These certificates will be issued by a carrier authorized to do business within the State of Wisconsin. VIII. FORCE MAJEURE Neither party shall be liable to the other for any loss, damage, failure, delay or breach in rendering any services or performing any obligations hereunder to the extent that such failure, delay or breach results from any cause or event beyond the control of the party being released hereby ("Force Majeure"), including but not limited to acts of God, acts or omissions of civil or military authorities (acting in their sovereign, but not in their contractual, capacity), floods, torrential rainfall, other severe or unusual weather or climatic conditions, which would exist for a substantial period of time and would have an affect so as to substantially impair the completion deadline, epidemics, quarantines, other medical restrictions or emergencies, defects or failures in equipment or materials owned or supplied by the other party, strikes or other labor actions, embargoes, wars, civil disobedience, riots, terrorism, or of governmental rationing of fuel and/or power which February 2004 Cole Layer Trumble Company Page 12 ..- ¡ ï ..- r l ..... f r r r ï , , ,.... , , . r .- t r r , , l" r ,.... f k. r- I ¡ l Articles of Agreement - Maintenance City of Oshkosh, Wisconsin IX. X. would result in a severe shortage thereof, which would substantially impair the proposed completion deadline. If either party is prevented or delayed in the performance of its obligations hereunder by Force Majeure, that party shall immediately notifY the other party in writing of the reason for the delay or failure to perform, describing in as much detail as possible the event of Force Majeure causing the delay or failure and discussing the likely duration ofthe Force Majeure and any known prospects for overcoming or ameliorating it. Both parties agree to take any commercially reasonable measures to overcome or ameliorate the Force Majeure and its adverse effects on this Agreement, and to resume performance as completely as is reasonably possible once the Force Majeure is overcome or ameliorated. EMPLOYMENT LAWS The Company shall comply with all the applicable provisions of Federal and Wisconsin laws, rules, and regulations regarding employment and shall further specifically comply with those sections related to Equal Employment Opportunity. CONFLICT OF INTEREST The Company covenants that it has no public or private interest, and will not acquire directly or indirectly any interest which would conflict in any manner with the performance of its services. The Company warrants that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or employee of the Jurisdiction as wages, compensation, or gifts in exchange for acting as officer, agent, February 2004 Cole Layer Trumble Company Page 13 ~ I , r, r r r r < : r r f , .- f r ¡ l r , t r i r Articles of Agreement - Maintenance City of Oshkosh, Wisconsin XI. XII. employee, subcontractor or consultant to the Company in connection with any work contemplated or performed relative to this Contract. SUBCONTRACTS The Company agrees not to subcontract any of the work required by this Agreement without the written permission of the Jurisdiction. The Company agrees to be responsible for the accuracy and timeliness of the work submitted in the fulfillment of its responsibilities under this Agreement. ASSIGNMENT OF AGREEMENT The Company agrees not to assign, transfer, convey, or otherwise dispose of this Agreement or its rights, title, or interest in this Agreement without the previous consent and written approval of the Jurisdiction. XIII. GOVERNING LAW This Agreement shall be interpreted under Wisconsin law. XIV. CONFLICT In case of conflict between the terms of this Agreement and the terms of the Scope of Services, the terms of this Agreement shall control. Cole Layer Trumble Company Page 14 February 2004 .- f r ¡ , . ' r [ .- r r r ¡ I r l. .- r , r t ,.... , r í t t L ,- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin xv. ENTIRE AGREEMENT This Agreement contains the complete and entire Agreement between the parties and may not be altered or amended except in a writing executed, making specific references to this Agreement, by a duly authorized officer of the Company and by a duly authorized official of the Jurisdiction. XVI. SEVERABILITY If any provision of this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect the whole Agreement, but the whole Agreement shall be construed as if not containing the provision, and the rights and obligations of the parties shall be construed and enforced accordingly. XVII. TERMINATION This Agreement may be terminated by either party by giving thirty (30) days written notice to the other, before the effective date of termination. In the event of termination or suspension, the Company shall be entitled to receive payment in full (at the amounts and rates set forth herein, or if not specifically set forth in this Agreement, at the Company's standard or published rates) for all services, software, licenses and/or bonding delivered by the Company up to the effective date of the termination or suspension, as the case may be, plus such other charges as may be agreed upon by the parties. February 2004 Page 15 Cole Layer Trumble Company r r- i r r- I L , r r- r r r i . . ~ L ' ,..... ,... , . r- r ;- :- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin XVIII. COPYRIGHT PROTECTION The Company agrees to protect, defend and save harmless the Jurisdiction against any demand for payment for the use of any patented, copyrighted or otherwise protected material, process, article or device that may enter into or form a part of the services or deliverables covered by this Contract. XIX. SOFTWARE OWNERSHIP The software to be provided in accordance with this Agreement is proprietary and is provided for the exclusive use of the Jurisdiction and the Jurisdiction is granted a perpetual license to the IAS software described in this Agreement. The Jurisdiction cannot provide the software to a third party or parties without the prior written approval of the Company. xx. SOFTWARE SUPPORT (a) Maintenance Support The Company warrants that its software, when operated on the hardware specified in the Scope of Service, will perform the functions described in the Scope of Service. (b) Jurisdiction Modifications The Jurisdiction shall inform the Company in writing of any change to or modification of any of the Company's software which it desires to make. February 2004 Page 16 Cole Layer Trumble Company r r i ï f r- f' L. ,.... ! ï . l ;- r r r t r i r t ,.... i , . ,- r- i :- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin (c) (d) February 2004 Jurisdiction Negligence At any time during the Period of Agreement the Company shall not be required to correct any defects in any of the Company software caused by the Jurisdiction's negligence, improper installation or operation of the Company's software, or other improper action by the Department operating the Company's software installed pursuant to the Scope of Services. Should the Jurisdiction fail to install any Amendments (as hereinafter defined) supplied by the Company, the warranty and the Company's obligation shall immediately terminate as regards the functions affected by said Amendments. Disclaimer The Company shall have no liability under the warranty except the correction or avoidance of defects as specified in Article IV, paragraph (1) hereof. THE WARRANTIES SET FORTH IN THIS PARAGRAPH ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE SOFTWARE, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF TITLE, OPERATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY OR COMMON LAW WARRANTY. THE COMPANY EXPRESSLY DISCLAIMS AND EXCLUDES ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES. CORRECTION OF DEFECTS BY THE COMPANY IN THE MANNER PROVIDED IN ARTICLE IV, (COMPENSATION), PARAGRAPH Cole Layer Trumble Company Page 17 ~ r- , ¡ r i l ~ r ".... , , l , r r '" r t r L r r ì. r- , l r I r " ! , , r Articles of Agreement - Maintenance City of Oshkosh, Wisconsin 1, SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES TO THE JURISDICTION IN RESPECT OF ANY DEFECTS IN THE SOFTWARE, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER. REGARDLESS OF ANY PROVISIONS HEREIN CONTAINED TO THE CONTRARY, THE COMPANY WARRANTS AND GUARANTEES THE TITLE TO AND THE OWNERSHIP OF ALL MATERIAL AND PROPERTY, INCLUDING A NON- TRANSFERRABLE AND NON-EXCLUSIVE LICENSE TO USE IT'S PROPRIETARY SOFTWARE, FURNISHED BY THE COMPANY TO THE JURISDICTION UNDER THE TERMS HEREOF, AND WARRANTS THAT THEY ARE CAP ABLE OF AND SUFFICIENT TO ACCOMPLISH THE TASKS FOR WHICH THEY ARE SUPPLIED. XXI. NOTICE All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by Certified Mail, Return Receipt Requested, to the parties at the respective addresses set forth below or to such other address as the party to receive the notice has desiguated by written notice to the other party. February 2004 Page 18 Cole Layer Trumble Company r r- r t r L r f. r , -- I ¡ ~ l , r r l r r I -- ~ ~, r r < r- ì r l r Articles of Agreement - Maintenance City of Oshkosh, Wisconsin Notices to the Licensee shall be to the attention of: Ms. Debra Gauger Director Of MIS City of Oshkosh 215 Church Street Oshkosh, Wisconsin 54903-1130 Notices to Contractor shall be to the attention of: David J. Johnson, Vice President Cole Layer Trumble Company 3199 Klepinger Road Dayton, Ohio 45406 XXII. NON-DISCRIMINATION PROCEDURES During the performance of this Agreement, Contractor agrees as follows: a. Contractor will not discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin or age, and will take affirmative action to insure that all employees and applicants are afforded equal employment'opportunities without discrimination because of race, creed, sex, color, national origin or age. Such action will be taken with reference to, but shall not be limited to, recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of training or retraining (including apprenticeship and on-the-job training). February 2004 Cole Layer Trumble Company Page 19 L r- I , \ . r ~ ¡- t r t r l r: ! r r to ~ r I ï t r . ¡ ~ ¡ L r- , ì r r- f' l,. r Articles of Agreement - Maintenance City of Oshkosh, Wisconsin b. No person in the United States shall, on the grounds of race, creed, sex, color, national origin or age, be excluded from participation in, be denied the proceeds of, or be subject to discrimination in the performance of this Agreement. XXIII. NON-SOLICITATION During the Period of Agreement (Article 3) and for a period of six months following the project completion date, the Licensee will not solicit for employment or hire any Contractor employee without the express written consent of the Contractor. February 2004 Cole Layer Trumble Company Page 20 r- r I' ¡ï r ¡ r . , ,- " ' ,.... } r r , . r r l ,.... f L r i ,.... I \ ,.-. : ' Articles of Agreement - Maintenance City of Oshkosh, Wisconsin IN WITNESS WHEREOF, the parties hereto have set their hands to duplicates ofthis Agreement this '<, l ';?1. day of MAJ2.<Þr ,2004. WITNESS SignName~ C!/þ~ Print Name:a~ C ÚJ¡J/lq~W WITNESS: Date: Attest: COMPANY COLE LAYER TRUMBLE COMPANY a division of Tyler Technologies, Inc. By (:f~ Title: Western egion Sales Manager JURISDICTION The City of Oshkosh ~ Sign:~ ~ Date: ..:?-J/- 2t9PY OPTIONAL: See Article IV COMPENSATION, Paragraph 4.b for explanation: See next page: I hereby ~ertifv trot thp nnC"SS~'v c!'Ovisions have been ",ide 10 pay "ability which will accrue under this contract. 90Jz,.J) Q ~ City Comptroller APPROVED - l t o~ ,~/ ~y February 2004 Cole Layer Trumble Company Page 21 ~ , , , ,.... r . ! I' r r r r í I r I: I" r: ! n r- f n r Articles of Agreement - Maintenance City of Oshkosh, Wisconsin For the maintenance period of January 1, 2004 through December 31,2004, I Acknowledge the Acceptance Optional fee of One Thousand Five hundred Dollars ($1,500.00) for the Company to input the updated Marshall and Swift CII tables into the required IAS format, and authorize the Company to perform this service: Qy{)/IA )"J Date '3/3\/~d1 For the maintenance period ofJanuary 1, 2005 through December 31, 2005, I Acknowledge the Acceptance Optional fee of One Thousand Five hundred Dollars ($1,500.00) for the Company to iI).put the updated Marshall and Swift C/I tables into the required IAS format, and authorize the Company to perform this service: Debf'(¡ C'Ã\\~r D~~WL ~Ç}.}I~ "- 6hd ð-.()~'-\ Printed Name and Sign e Date February 2004 Cole Layer Trumble Company Page 22 r r r , ,- r r r , r r ;- :- ¡ r ,... r n , Articles of Agreement - Maintenance City of Oshkosh, Wisconsin APPEND IX A SCOPE OF SERVICES Maintenance February 2004 Cole Layer Trumble Company Page 23 r , . r i r I r r , L, r , ' r r ..... i . , k., r r I. r r c.. Articles of Agreement - Maintenance City of Oshkosh, Wisconsin Appendix A - Scope of Services The following outlines the standard support provided by the Cole Layer Trumble Company (CLT) for the following software systems installed on the City's IAS hardware as stated in Appendix C, "City IAS Server," for the time period specified in the Articles of Agreement. IAS IAS IAS IAS iasWorld iasWorld Table 1 - Base System Details The software systems listed in Table 1 shall be known as the "base system." Any additional support, modifications, or services needed on the system as it is installed at the City site which are not expressly included in this Agreement, are outlined in an additional service level agreement or are provided at time and materials rates Modifications to the IAS code and IAS reports written by CLT for a specific County/City or group of Counties/Cities are considered part of the base system and, as such, the terms of this Agreement apply. 1. Terms and Definitions The following is a list of common terms used in this Support Agreement: 1.1 Base System CL T Software, as listed in Table 1 above, running on the City's lAS server listed in Appendix C, City IAS Server. 1.2 System Error An error in the base system that is either a generated error (e.g., error screen) by the base system or lack of response (slow or stuck), or failure of a function as stated in the IAS User Guide (also referred to as "issues" or "bugs"). Note: Slow response time or system failure due to the City's network or lack of System or DB administration is not covered. February 2004 Cole Layer Trumble Company Page 24 r ~. """ ; :- I ".. r :- r t r- , l : r- . t r- r t ,.... r- f , L Articles of Agreement - Maintenance City of Oshkosh, Wisconsin 1.3 1.4 1.5 1.6 1.7 2. 2.1. 2.2. 2.3. Updates Unlimited distribution of revisions to the base system source code that fixes errors and (or) includes enhancements that are sent to the City on a system readable media (e.g., tape, CD-ROM, or FTP site), also referred to as "upgrades" or "patches." Maintenance or Maintain Providing support and updates for the base system only. This does not include performing updates at the City site. Dial-Up The use of any secure connection (via telephone) on the City system from any CLT office. Coverage Period The start and end date for the support offered in this Scope of Services and additional services stated in the Articles of Agreement. Business Day(s) The days and hours CL T operates, defined as Monday through Friday (excluding holidays) between the hours of 8:00 AM and 5:00 PM EST. Hot Line Support During the coverage period, CL T will provide phone support for the base system. This support will provide assistance (via phone or delivered documentation) in determining the root cause of system errors (whether user error, operation related error, or base system software) and the response as outlined in item 2.3 below, subject to item 9 of this Agreement. The Hot Line is also available for questions on normal operation of the base system. Hot Line Number 800-487-8326 Hot Line Hours The Hot Line is available from 8:00 A.M. to 5:00 P.M., EST, Monday through Friday. Weekend or evening coverage can be arranged with a five (5) day minimum notice. This special coverage could be billed under the conditions stated in Section 10 of this Scope of Service. Hot Line Support Considerations CL T shall respond to the City's request for telephone assistance within four (4) working hours from the initial call. . CL T shall take steps to have the system error fixed, or an appropriate workaround, via phone or dial-up as defined in the following priority matrix: February 2004 Cole Layer Trumble Company Page 25 ,... r . , r í ,... , ~ l r ,.. r I < , ,... t t, :- , , r- ,- I r , I I, r- Iv. r f r t r , " ' Articles of Agreement - Maintenance City of Oshkosh, Wisconsin Priority Definition Response Emergency All users effected. Resolve within 24 hours. No workaround. High One site/large group of users affected. Resolve within 10 business No workaround. days. Scheduled work within Medium One or more users affected. deadline of>IO days but <20 Workaround available. business days. Resolved by due date. Scheduled work within Low One or more users affected. deadline of>20 days but <40 Workaround available. business days. Resolved by due date. . If the cause of the problem is related to an item in Section 9 of this Agreement or not an actual bug within the base system, CL T will provide an action plan with an estimated cost to resolve the issue within a reasonable amount of time. 3. Online Support During the coverage period, CL T will provide access to the Incident Resolution Information System (IRIS) on the Internet in order for the City to have 24 hour, 7 day access to answers to base system questions and to log base system issues. IRIS Access Details Details on the use ofIRIS are provided in the IRIS Call Center Guide. 3.2. IRIS Support IRIS Support can also be reached via email. For more details, please refer to the IRIS Call Center Guide. 4. Modification and Change Procedure Additional changes to the base system (not directed by local laws) can be requested. These changes shall be submitted in writing to CL T and cost estimates will be provided. Once the City agrees to the cost estimate, a separate Contract will be drafted for acceptance by the parties. 5. Updates 3.1. Base system updates will be provided to the City by CL T during the coverage period. 5.1. IAS Updates It is the responsibility of the City to schedule the update( s) and inform CL T of any assistance needed. CL T will distribute an estimated schedule of when releases and patches will be available. CL T will provide assistance in performing such updates, via dial-up connection, during CLT's normal business hours. Onsite assistance may be obtained at time and materials rates. It is important that any updates be done in a timely manner as the update could contain fixes for one or more system errors. CL T reserves the February 2004 Page 26 Cole Layer Trumble Company r- t !. f , ' r- l- r ~, ,.... [ r t. r , t 0- r l r t r ~ ' ,.... " " . r- , ' t, t, r ¡ l, r- f Articles of Agreement - Maintenance City of Oshkosh, Wisconsin 5.2. right to backport certain bug fixes to the City's current version ofIAS or require that the County upgrade to a newer release to obtain the required fix. IAS Data Tables The City is responsible for updating any data stored in the base system data tables, whether such updates occur through the normal course of business from user data entry, through update from some IAS batch process, or though an SQL update. Updates may be performed to the IAS data for various reasons by CL T as requested by the City subject to time and materials rates. 5.3. Operating System (OS) Updates The City is responsible for obtaining update(s), notifying CLT of the update(s), and installing update(s). IT outsourcing or the system vendor might be needed for these updates. It is the City's responsibility to contact and leverage these resources as needed. CL T strongly recommends that the,City perform a system, exportlbackup before updating the OS. 5.4. Oracle Updates The City is responsible for scheduling updates to the Oracle software in order that the City is on a version supported by Oracle. CL T will provide assistance in performing such updates via dial-up connection during CLT's normal business hours. On-site assistance may be obtained at time and materials rates. 6. Legislative Changes During the coverage period, CL T will provide up to 80 base system programming hours, per State, in order to comply with State legislative changes. Programming hours encompass analysis, coding, and testing ofthe changes. Additional legislative changes can be performed at time and materials rates. 7. Data Ownership The City owns the data stored and processed on the base system. During normal support, CL T will be exposed to this data and will take all measures to ensure the confidentiality of the data. 8. Backups and Recovery It is the responsibility of the City to perform system (OS) and/or database (Oracle) backups. - CL T does not take responsibility for any backup process or emergency plans in which the City engages. . CL T strongly suggests that the City have a backup and recovery plan for the system and data. CL T also recommends a safe storage for the City data (i.e., off site storage of data tapes). February 2004 Cole Layer Trumble Company Page 27 r l r ¡ ~ r r ~ . r c... r t ~ , r r r ,- i , ~ r :- ,- , ! r- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin 9. Out of Scope Items The following are examples of items that are not included in this Agreement. CL T will provide such services as requested by the City. Time and materials rates will apply for such services. They are: 9.1. Resolution of problems that arise out of the City's misuse of the system. 9.2. Creating ad hoc reports or new IAS reports. 9.3. Recovery of software, operating system, or data due to a system crash or hardware failure. Modification of the IAS code. Modification ofIAS reports. Updates to IAS cost tables, tax rate tables, etc. Onsite training. Oracle DBA and network administration activities. Such support may be provided in an additional service level agreement. 9.9. Process and procedures that could otherwise be performed by a non-technical IAS user during the City's business cycle. 9.10. Performing the IAS upgrade on-site. 9.11. Errors and problems that arise out of the City's modification of the base system code. 9.12. Errors and problems related to software provided by CLT subcontractors. Such support may be provided under an additional service level agreement 9.4. 9.5. 9.6. 9.7. 9.8. 10. Additional Support No other additional support outside this Scope of Services is given unless stated in the Articles of Agreement. Additional support or services (such as those listed in Section 9) can be requested and will be billed at the time and materials rates listed in Appelldix B. February 2004 Page 28 Cole Layer Trumble Company r ,... , r ~ r I r ¡,,", , k (, r ¡ co- ~ L r f r r t l r r- r r l. r l r- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin APPENDIX B Time and Material Rates February 2004 Cole Layer Trumble Company Page 29 r , ~ l r ¡ r ~.. f ~... r , ...., r L r t ,^" r r ! ,.... , l > '" .. r ~ ' r I Articles of Agreement - Maintenance City of Oshkosh, Wisconsin TIME AND MATERIALS RATES The Company's hourly Time and Materials Rates for calendar year 2004 are as follows: Off-Site On-Site Senior Company Officer $200.00 $250.00 Company Officer 170.00 212,50 Program Manager 145.00 181.25 Project Supervisor 140.00 175,00 Application DBA 190.00 237.50 Lead Programmer/Analyst 135.00 168.75 Senior Programmer/Analyst 120.00 150.00 Senior Appraiser 115,00 143.75 Senior Technical Writer 104,00 130.00 Intermediate Programmer/Analyst 104.00 130.00 Technical Writer 88.00 110.00 Junior Programmer/Analyst 88.00 11 0.00 Appraiser 80.00 100,00 Administrative Support 60.00 75,00 Data Collector 60.00 75,00 Data Entry Supervisor 60.00 75.00 Data Entry Operator 50.00 62.50 Clerical 50.00 62.50 Travel and other out-of-pocket expenses will be billed at direct cost. These rates are subject to periodic change. The above rates are subject to change periodically, reflecting changes in labor costs, taxes, etc. The Company will notifY the County of said changes in writing. February 2004 Cole Layer Trumble Company Page 30 r- L .- r- , r , ! r t r- I r- i ,.... , I .- I , ,- ,.... t r- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin If CL T staffing requirements are such that services must be provided using contract labor, whose cost basis is significantly above what is built into CL T' s Time and Materials rates, the T &M hourly rates for off-site for said contractor will be computed to reflect the Company's cost plus 50%; the on-site rates will be this cost plus a 25% premium. The Company will notifY the County in advance when responding to a request using contract labor whose cost will exceed the above fee schedule. February 2004 Cole Layer Trumble Company Page 31 r- , L- ¡ ~ . r ! ...- ; l ,.... , l , , , r ", r r , r: r t r ,- r: I t r i , . r , , ,..... Articles of Agreement - Maintenance City of Oshkosh, Wisconsin APPEND IX C CITY IAS SER VER February 2004 Cole Layer Trumble Company Page 32 r- ¡ to; ~ r L r ~ L f [ r ! r- ¡ r t r, ; r l r 1 L ,- , t ~ L r- Articles of Agreement - Maintenance City of Oshkosh, Wisconsin APPENDIX C - CITY IAS SERVER The City's current IAS server is Windows NT. February 2004 Cole Layer Trumble Company Page 33 r- r L , r . , I f L r L r- ¡- I l r I l r t ¡- r r Articles of Agreement .. Maintenance City of Oshkosh, Wisconsin February 2004 APPEND IX D Marshall & Swift End User Agreement Cole Layer Trumble Company Page 34 ,- l] ,- l ~ r l Ii " r L r l: r U ~ ! ,.., r- l ! r , , r ! . ,.... r ~ i l: r ~ L, Articles of Agreement - Maintenance City of Oshkosh, Wisconsin ADDENDUM "D" Cole Layer Trumble Company an approved Marshall & Swift Reseller END USER AGREEMENT The End Users listed below has been granted the right to use the Marshall & Swift Cost Data in Reseller's CAMA Program for a period of one (I) year from the date signed below by the End User. The End Users agrees to pay the appropriate fees for the use of the data each year the below End User uses the Marshall & Swift Cost Data in the Reseller's CAMA Program. If the End User listed below does not pay the appropriate fees to Reseller for the use of the Marshall & Swift data, the End User agrees to cease using and (for only the data year (s) not paid), erase, destroy or dísable the Marshall & Swift Data in thè CAMA Program. Additionally, the Reseller may erase, destroy or disable all Marshall & Swíft Cost Data found in the CAMA Program for the year (s) not paíd. I, the End User, have read and agree to all the tenns listed above. End User's Name: Ms. Debra Gauger Signature: Date: Jurisdiction/Company: Oshkosh, Wisconsin Address: Ms. Debra Gauger Director of MIS City of Oshkosh 215 Church Street Oshkosh. Wisconsin 54903 Phone No: 414-797,2465 Fax No: E-Mail: No. ofImproved Residential Parcels (not applicable) No. ofImproved Commercial Parcels (applicable) No. of other Improved Parcels (not applicable) February 2004 Cole Layer Trumble Company Page 35 ~ r t~ ~ 0 c n L 0 r n L c , n : t' i~ [} n t: r ! ~ n . '. D I Ð I [11