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HomeMy WebLinkAboutTyler Technologies, Inc 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 2 5. INDEPENDENT CONTRACTOR 3 6. OWNERSHIP OF DATA 3 7. PURPOSE/USE OF APPRAISALS 3 8. INDEMNIFICATION AND INSURANCE 3 9. FORCE MAJEURE 5 10. EMPLOYMENT LAWS 5 11. CONFLICT OF INTEREST 5 12. PROJECT PERSONNEL 5 13. SUBCONTRACTS 6 14. ASSIGNMENT OF AGREEMENT 6 15. GOVERNING LAW 6 16. CONFLICT 6 17. ENTIRE AGREEMENT 6 18. SEVERABILITY 6 19. TERMINATION 7 20. NOTICES 7 SIGNATURE/ATTEST PAGE 12 SCHEDULE A(Annual Maintenance Services) SCHEDULE B (Additional Services) November 2013 Tyler Technologies Inc. Page i 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. November 2013 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 January 1, 2014 through December 31, 2014. The City shall have an option to extend for two (2) years for periods January 1, 2015 through December 31, 2015 and January 1, 2016 through December 31, 2016. 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. 4. COMPENSATION Compensation for the Company providing the professional services is contained in Schedule A: The City shall pay the Company a fee of FORTY-THREE THOUSAND EIGHT HUNDRED ($43,800) for these services for the period of January 1, 2014 through December 31, 2014. For this term only,the Company will invoice the City for services performed in the prior month. Optional year two (2): January 1, 2015 through December 31, 2015. If elected, the City shall pay the Company a fee of FORTY-THREE THOUSAND EIGHT HUNDRED DOLLARS ($43,800) for these services. Optional year three (3): January 1, 2016 through December 31, 2016. If elected, the City shall pay the Company a fee of FORTY-THREE THOUSAND EIGHT HUNDRED DOLLARS ($43,800) for these services. For Schedule A, 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 November 2013 Tyler Technologies Inc. Page 2 Articles of Agreement City of Oshkosh,Wisconsin 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 December 1, 2014 and year three (3) extension not later than December 1, 2015. 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. 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 covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the Company, his agents or assigns, his employees, or his subcontractors related however remotely to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the City all sums including court costs, attorney fees, and punitive damages which the City may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the City's written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold Company harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including November 2013 Tyler Technologies Inc. Page 3 Articles of Agreement City of Oshkosh,Wisconsin death), or damages to person or property arising out of reuse of the documents without consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. The parties recognize that this Agreement is for professional assessment services and that property owners and other interested parties may contest the valuations placed upon their property by the Consultant and/or City through proceedings before the City's Board of Review, through the State Department of Revenue and through the court system. It is not the intention of this Article to cause Company to indemnify City for changes to assessments by the aforementioned persons or entities, except where such changes are the result of gross negligence, misconduct,fraud or similar actions or inactions by Company. 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 to City for damages arising out of or related to this Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the total annual amount paid by the City to the Company hereunder, provided, however, this this limitation shall not apply to damages resulting from 1) fraud, 2) personal injury or property damage cause by Tyler's negligence or willful misconduct, or 3) claims related to intellectual property right infringement. Insurance Tyler shall carry the insurance policies/limitations in accordance with the Insurance Requirements for the City of Oshkosh Document, Section III. Professional Services Liability Insurance Requirements with the following exceptions: 1. General Liability Coverage, paragraph C., item (4) Explosion, collapse and underground coverage is not required under this Agreement. 2. Tyler's aggregate limit for the General Liability policy applies per the policy, not the project. 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 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. November 2013 Tyler Technologies Inc. Page 4 Articles of Agreement City of Oshkosh,Wisconsin 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 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 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 (eight 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. 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. 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. November 2013 Tyler Technologies Inc. Page 5 Articles of Agreement City of Oshkosh,Wisconsin 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. 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 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. November 2013 Tyler Technologies Inc. Page 6 Articles of Agreement City of Oshkosh,Wisconsin 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. 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 November 2013 Tyler Technologies Inc. Page 7 Articles of Agreement City of Oshkosh,Wisconsin IN WITNESS WHEREOF,the parties hereto have set their hand to the Agreement on this T 2014 9-14- Day of Low , CITY OF OSHKOSH,WISCONSIN ATTEST: 7 BY: A</�,.J11. M I; 4_ (cNLcc-F CITY MA-IJArGe f, BY: B : I;.1& ! jot mek £. , `14.) L (c:r- hereby certify nine ,r,r_ necessary provisions have been made to pay the liability which will Tyler Technologies Inc. accrue under this contract.(� --------� J� -9 r1 lni.'-'Gc.4 BY: it _._ City Comptroller Gus Tenhundfeld Senior Account Representative "* PPROV' D N u CITY ATT0-'137 OSHKOSH,WISCONSIN November 2013 Tyler Technologies Inc. Page 8 Schedule A-Annual Commercial Services City of Oshkosh,Wisconsin TABLE OF CONTENTS Schedule A PAGE 1.0 WORK TO BE PERFORMED BY THE COMPANY 14 SECTION I. Assessment Duties 14 2.0 SUPPORT OF ASSESSMENT SERVICE BY THE CITY 16 A. Office Assistance 16 B. Computer Services 16 C. Office Space 16 November 2013 Tyler Technologies Inc. Page 9 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. Provide on-site hours eight(8) hours per week January 6, 2014 through June 30, 2014 and sixteen (16) hours per month July 1, 2014 through December 31,2014. B. Measure, list, conduct interior inspections on Three Hundred Fifty(350) commercial class properties as directed by the Assessor in each assessment year. C. Maintain data changes, including specific notes relating to each commercial parcel that was visited for an inspection in the City's IAS CAMA software. D. 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. E. 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. F. The Company's Appraiser shall be available to meet with property owners during the Open Book period. The Appraiser shall also prepare for cases and defend values at Board of Review. The City and the Company agree that the Appraiser may use time during the regularly scheduled office hours for Open Book meetings, Board of Review November 2013 Tyler Technologies Inc. Page 10 Schedule A-Annual Commercial Services City of Oshkosh,Wisconsin preparation and appearance at the Board of Review. The Appraiser shall also be available during non-regularly scheduled office hours to assist with Open Book and to prepare and defend values at Board of Review. G. The Company shall work with the Assessor to schedule and conduct all work under this agreement for a timely completion of the assessment roll. H. Appear at subsequent appeals of Board of Review determinations for up to Two(2) years of the conclusion of the Board of Review. 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. J. 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. November 2013 Tyler Technologies Inc. Page 11 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. November 2013 Tyler Technologies Inc. Page 12 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 FIVE HUNDRED SIXTY DOLLARS ($560.00) PER PERSON DAY 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. November 2013 Tyler Technologies Inc. Page 13