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HomeMy WebLinkAboutTyler Technologies 10/25/2012 Articles of Agreement City of Oshkosh,Wisconsin ARTICLES OF AGREEMENT This Agreement is by and between the City of Oshkosh, located in the State of Wisconsin, hereinafter referred to as the "City," AND Tyler Technologies Inc., Appraisal and Tax Division(CLT), a company formed under the laws of the State of Delaware and qualified to do business in the State of Wisconsin, herein after referred to as the "Company," WITNESSETH WHEREAS,the Company has experience in the design, development, and implementation of data processing systems and programs as they relate to mass appraisal techniques; and WHEREAS,the Company has served county and municipal governments in the mass appraisal field for over seventy years; and WHEREAS,the City desires to utilize said services; NOW, THEREFORE,it is hereby agreed that the Company shall provide the professional services contained in Schedule A(Annual Maintenance Services) and Schedule B (Additional Services) during the period of this Agreement as specified in Article 3 below. October 2012 Tyler Technologies Inc. Page 1 Articles of Agreement City of Oshkosh,Wisconsin 1. SERVICES TO BE PROVIDED The Company shall provide to the City in a professional and workmanlike manner, all of those services stipulated in Schedule A (Annual Commercial Services) and Schedule B (Additional Services) and the Company shall be responsible for the scheduling of personnel as categorized in Schedules A and B. 2. CONTRACT DOCUMENTS This Agreement, Schedule A and Schedule B comprise the contract documents. 3. PERIOD OF AGREEMENT This Agreement shall run from October 29, 2012 through September 30, 2013. The City shall have an option to extend for two (2) years through September 30, 2015. The Company's time of performance of the Agreement is conditioned upon the performance of the SUPPORT OF ASSESSMENT SERVICES BY THE CITY contained in Schedules A and B and upon the nonoccurrence of an act of God or other cause or causes beyond the Company's control, which materially increase the cost or difficulty of the Company's performance, but occurrence of any such event should not relieve the Company from full performance, but shall entitle the Company to a reasonable extension of the completion date and additional compensation to be negotiated. The City shall provide the Company with all pertinent information including permits, property transfer records, etc.,upon request by the Company. October 2012 Tyler Technologies Inc. Page 2 Articles of Agreement City of Oshkosh,Wisconsin 4. COMPENSATION Compensation for the Company providing the professional services is contained in Schedule A: The City shall pay the Company a fee of SEVENTEEN THOUSAND SEVEN HUNDRED FIFTY ($17,750) for these services for the period of October 29, 2012 through December 31, 2013. For this term only, the Company will invoice the City for services performed in the prior month. 4/13/20 2. The City shall pay the Company a fee of SEVENTEEN THOUSAND SEVEN 7, HUNDRED FIFTY($17,750) for these services for the period of 9c , through December 31, 2013. The Company will invoice the City for services performed in the prior month. Optional year two (2): October 1, 2013 through September 30, 2014. If elected,the City shall pay the Company a fee of THIRTY-FIVE THOUSAND FIVE HUNDRED DOLLARS ($35,500) for these services. Optional year three (3): October 1, 2014 through September 30, 2015. If elected,the City shall pay the Company a fee of THIRTY-FIVE THOUSAND FIVE HUNDRED DOLLARS ($35,500) for these services. October 2012 Tyler Technologies Inc. Page 3 Articles of Agreement City of Oshkosh,Wisconsin For Schedules A and B, invoices shall be submitted at the beginning of each month based upon percent of work completed and not upon the whole value of any part of the value of the contract. Payments will be made within thirty (30) days of submittal to the City. Failure of the City to make payment when due shall entitle the Company, in addition to its other rights and remedies,to suspend,temporarily, further performance of the Agreement without liability. The City shall have the right to inspect the progress of the work at any reasonable time, including, without limitation, inspection of data completed by the company. The City shall notify the Company with their intent to elect the optional year two (2) extension not later than August 1, 2013 and year three (3) extension not later than August 1, 2014. Additional compensation that may be due the Company as a result of additional services requested by the City in writing that are beyond the scope of services of this Agreement will be invoiced in the month subsequent to the month in which the services were provided. Article 1.0 of Schedule B provides a schedule of the Time and Materials Rates that would apply to services that are beyond the Scope of Services. 5. INDEPENDENT CONTRACTOR The relationship of the Company to the City shall be that of an independent contractor and no principal-agent or employer-employee relationship is created by this Agreement. October 2012 Tyler Technologies Inc. Page 4 Articles of Agreement City of Oshkosh,Wisconsin 6. OWNERSHIP OF DATA Data collected is the property of the City. Data used by the Company in the services contemplated herein shall remain the property of the City and no use or copying shall be made thereof beyond that listed in this Agreement without the written permission of the City. 7. PURPOSE/USE OF APPRAISALS The Company by virtue of this Agreement is contracted to provide certain services and recommendations of value to the City, which are intended for exclusive use as recommendation of value for determinations of assessment for ad valorem tax purposes pursuant to the laws of the State of Wisconsin. Any use other than that stated above is not authorized nor intended and is most specifically excluded as an opinion of value used for federally related real estate transactions or other mortgage lending purposes. 8. INDEMNIFICATION AND INSURANCE Except as provided below,the Company agrees to defend and save harmless the City, 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 City is free from negligence on the part of itself, its employees or agents. October 2012 Tyler Technologies Inc. Page 5 Articles of Agreement City of Oshkosh,Wisconsin The City agrees to defend and indemnify and save harmless the Company, its officers, agents and employees against all payments, suits, actions, recovery and judgments of every kind and description arising out of any valuation disputes, brought or recovered against, 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 of tax revenue or claims related to valuation of property,whether based in contract, negligence, and strict liability or otherwise. In any event,the Company's liability for damages (except for damage to real or personal property or personal injury as provided above)under any theory of liability or form of action including negligence shall not exceed the total amount paid by the City to the Company under this Agreement. This limitation does not limit any claims made under the Company's insurance provisions described below. 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. 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 October 2012 Tyler Technologies Inc. Page 6 Articles of Agreement City of Oshkosh,Wisconsin governing Compensation Act of Wisconsin, and shall provide the employer's liability insurance in the amount of$100,000. Certificates of Insurance shall be supplied to the City by the Company detailing the above coverage upon request. A carrier authorized to do business within the State of Wisconsin will issue the certificates. 9. 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 Maj eure), 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 complete 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, extreme inflation(ten percent or greater per year) or of governmental rationing of fuel and/or power which would result in a severe shortage thereof, which would substantially impair the proposed completion deadline. October 2012 Tyler Technologies Inc. Page 7 Articles of Agreement City of Oshkosh,Wisconsin 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 of the 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. 10. 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. 11. CONFLICT OF INTEREST The Company covenants that it has no public or private interest, and will not acquire directly or indirectly any interest that 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 City as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor, or consultant to the Company in connection with any work contemplated or preformed relative to this Agreement. October 2012 Tyler Technologies Inc. Page 8 Articles of Agreement City of Oshkosh,Wisconsin 12. PROJECT PERSONNEL All work will be performed by personnel certified by the State of Wisconsin, Department of Revenue at the level of Assessor II. The Company will provide and update the City with a listing of personnel assigned to the Project. All project personnel assigned shall be approved by the City. During the Period of Agreement(Article 3) and for a period of six months following the project completion date, The City will not solicit for employment or hire any Company employee without the express written consent of the Company. 13. SUBCONTRACTS The Company agrees not to subcontract any of the work required by this Agreement without the written permission of the City. The Company agrees to be responsible for the accuracy and timeliness of the work submitted in the fulfillment of its responsibilities under this Agreement. 14. ASSIGNMENT OF AGREEMENT The Company agrees not to assign,transfer, convey, sublet, or otherwise dispose of the Agreement or its rights, titles, or interest in this Agreement without the previous consent and written approval of the City. October 2012 Tyler Technologies Inc. Page 9 Articles of Agreement City of Oshkosh,Wisconsin 15. GOVERNING LAW This Agreement shall be interpreted under the laws of the State of Wisconsin, as it existed and was interpreted on the date of this Agreement. In the event that the laws of the State of Wisconsin changes, so as to create additional work for the Company not provided for in this Agreement,the City shall allow the Company a reasonable extension of the completion date and additional compensation to be negotiated. The methods and procedures used in performance of this Agreement shall comply with Chapter 70 of the Wisconsin State Statutes. 16. CONFLICT In the case of conflict between the terms of this Agreement and the terms of Schedule A, the terms of this Agreement shall control. 17. ENTIRE AGREEMENT This Agreement contains the complete and entire Agreement between the parties and may not be altered or amended except in writing, executed, making specific references to this Agreement,by a duly authorized officer of the Company and by a duly authorized official of the City. 18. 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 October 2012 Tyler Technologies Inc. Page 10 Articles of Agreement City of Oshkosh,Wisconsin obligations of the parties shall be construed and enforced accordingly,provided same is not of a material nature and does not substantially affect the work performed or the cost. 19. 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 such 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. October 2012 Tyler Technologies Inc. Page 11 Articles of Agreement City of Oshkosh,Wisconsin 20. NOTICES All notices,required to be sent,to the Company shall be sent to the following address: Mark Link State Manager 10617 W. Oklahoma Avenue, Suite U-1 West Allis, WI 53227 All notices,required to be sent,to the City shall be sent to the following address: Mr. Steven Schwoerer City Assessor 215 Church Avenue Oshkosh, Wisconsin 54903 October 2012 Tyler Technologies Inc. Page 12 • Articles of Agreement City of Oshkosh,Wisconsin IN WITNESS WHEREOF, the parties hereto have set their hand to the Agreement on this Day of °`-1 , 2012. CITY OF OSHKOSH, WISCONSIN ATTEST: M�2K R(JHCOFFr CITY It4A.J46a BY: A-t,L_Py■S � XvIc Ctw4M per' �iQ BY: /7( ArAtiA-e;r BY: Tyler Technologies Inc. BY: I • • Gus Tenhundfeld Senior Account Representative October 2012 Tyler Technologies Inc. Page 13 Schedule A-Annual Commercial Services City of Oshkosh,Wisconsin TABLE OF CONTENTS Schedule A PAGE 1.0 WORK TO BE PERFORMED BY THE COMPANY 15 SECTION I. Assessment Duties 15 2.0 SUPPORT OF ASSESSMENT SERVICE BY THE CITY 17 A. Office Assistance 17 B. Computer Services 17 C. Office Space 17 October 2012 Tyler Technologies Inc. Page 14 Schedule A-Annual Commercial Services City of Oshkosh,Wisconsin SCHEDULE A-ANNUAL MAINTENANCE SERVICES 1.0 WORK TO BE PERFORMED BY THE COMPANY SECTION I. Assessment Duties The prescribed duties of the Company shall include, but not necessarily be limited to, the following: A. Measure, list, conduct interior inspections on up to Three Hundred (300) commercial class properties as directed by the Assessor in each assessment year. B. Maintain data changes, including specific notes relating to each commercial parcel that was visited for an inspection in the City's IAS CAMA software. C. Review each parcel visited to determine if a valuation change and notice of assessment is warranted for each assessment year. The Company's Appraiser shall submit recommended value changes to the Assessor prior to mailing Notices of Assessment. D. The Company's Appraiser shall use valuation models, including land valuation models, cost models, income models and base cap rates as they exist for the January 1 assessment year as established by the Assessor. Specific adjustments to individual cap rates shall be reviewed and approved by the Assessor. The Appraiser shall work to maintain uniformity amongst commercial structure types E. Provide a combined Eight (8) days of support during the Open Book and Board of Review periods. Time spent in preparation of Board of Review cases shall count towards the eight days. Additional days will be at a rate of$560.00 per person day. October 2012 Tyler Technologies Inc. Page 15 Schedule A-Annual Commercial Services City of Oshkosh, Wisconsin F. The Company shall work with the Assessor to schedule and conduct all work under this agreement for a timely completion of the assessment roll. It is anticipated the majority of the work to be completed,with the exception of Open Book and Board of Review, will be conducted between October 1 and February 1 each year. G. Appear at subsequent appeals of Board of Review determinations for up to Two (2) years of the conclusion of the Board of Review. H. Provide a telephone number and email address for the Assessor, City officials and property owners to contact the Appraiser during normal business hours Monday through Friday of each week. Responses shall be made within forty-eight (48) hours. I. Any additional services not described in Schedule A will be provided to the City upon written request by the City specifying that additional services are requested at the Time &Materials Rates. Article 1.0 of Schedule B provides a schedule of Time and Materials rates. October 2012 Tyler Technologies Inc. Page 16 Schedule A-Annual Commercial Services City of Oshkosh,Wisconsin 2.0 SUPPORT OF ASSESSMENT SERVICE BY THE CITY A. Office Assistance The City shall be responsible for printing property record cards to be taken to the field for inspection and scheduling call-back appointments at no cost to the Company. B. Computer Services The City shall make available to the Company access to its IAS CAMA software. C. Valuation Models The Assessor shall be responsible for building the base land, cost and income valuation models. The Company may offer advice from time to time on the validity of the models. D. Office Space The City shall provide, at no cost to the Company, suitable office space and all necessary accoutrements to allow the Company to perform the functions related to commercial valuation. E. Mailing and Postage The City shall be responsible for the cost of all mailings and postage relating to the commercial assessments. October 2012 Tyler Technologies Inc. Page 17 Schedule B-Additional Services City of Oshkosh, Wisconsin SCHEDULE B -ADDITIONAL SERVICES 1.0 ADDITIONAL SERVICES Except as may otherwise be mutually agreed to, any additional services not described in Schedule A will be provided to the City upon written request by the City. TIME AND MATERIALS RATES Should the City desire a long-term assignment, the Company shall work with the City to determine whether an hourly rate or an amendment to the existing agreement with a revised scope of services is in the best interest of the City. October 2012 Tyler Technologies Inc. Page 18 Articles of Agreement City of Oshkosh,Wisconsin TABLE OF CONTENTS PAGE 1. SERVICES TO BE PROVIDED 2 2. CONTRACT DOCUMENTS 2 3. PERIOD OF AGREEMENT 2 4. COMPENSATION 3 5. INDEPENDENT CONTRACTOR 4 6. OWNERSHIP OF DATA 5 7. PURPOSE/USE OF APPRAISALS 5 8. INDEMNIFICATION AND INSURANCE 5 9. FORCE MAJEURE 7 10. EMPLOYMENT LAWS 8 11. CONFLICT OF INTEREST 8 12. PROJECT PERSONNEL 9 13. SUBCONTRACTS 9 14. ASSIGNMENT OF AGREEMENT 9 15. GOVERNING LAW 10 16. CONFLICT 10 17. ENTIRE AGREEMENT 10 18. SEVERABILITY 10 19. TERMINATION 11 20. NOTICES 12 SIGNATURE/ATTEST PAGE 13 SCHEDULE A (Annual Maintenance Services) SCHEDULE B (Additional Services) October 2012 Tyler Technologies Inc. Page i