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16-1 , Resolution No. 16-1 RESOLUTION AUTHORIZING EXECUTION OF A PREMIER SOFTWARE MAINTENANCE AGREEMENT AND ADDENDUM WITH TYLER TECHNOLOGIES, INC. F/K/A NEW WORLD SYSTEMS CORPORATION FOR PUBLIC SAFETY OPERATIONS SOFTWARE MAINTENANCE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a premier software maintenance agreement and addendum on behalf of the City of Elgin with Tyler Technologies, Inc. f/k/a New World Systems Corporation for public safety operations software maintenance, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: January 13, 2016 Adopted: January 13, 2016 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk NEW WORLD SYSTEMS CORPORATION PREMIER SOFTWARE MAINTENANCE AGREEMENT This Premier Software Maintenance Agreement(PSMA)between New World Systems Corporation (New World)and Elgin,IL(Customer)sets forth the standard software maintenance support services provided by New World, as established by the original agreement between both parties on June 23,2010. 1. Service Period This PSMA shall begin on 1/1/2016(start date)and will remain in effect for successive automatically renewable (1)year terns through 12/31/2020(end date).To discontinue PSMA services prior to the beginning of a new one (1)year term, Customer must provide New World one hundred eighty(180)days written notice of Customer's intent to end the PSMA. Upon such written notice,New World shall not be obligated to provide the PSMA services after the then current one(1)year period expires. Without such 180 day written notice, Customer's obligation for the next annual service period shall continue. 2. Services Include The following services or features are available under this PSMA: (a) Upgrades, including new releases,to the Licensed Standard Software(prior releases of Licensed Standard Software application packages are supported no longer than nine(9)months after a new release is announced by New World). (b) Temporary fixes to Licensed Standard Software(see paragraph 6 below). (c) Revisions to Licensed Documentation. (d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone). (e) Invitation to and participation in user group meetings. (f) Emergency 24-hour per day telephone support, for Aegis CAD only, seven(7)days per week for Licensed Standard Software.Normal service is available from 8:00 a.m.to 8:00 p.m. (Eastern Time Zone). After 8:00 p.m.,the Aegis CAD phone support will be provided via beeper and a New World support representative will respond to CAD service calls within 30 minutes of call initiation. (g) Includes ESRI Integration for the ESRI software that is part of Exhibit A Licensed Standard Items a,b, and c above will be provided to Customer by electronic means. Additional support services are available as requested by Customer using the then-current hourly rates or applicable fees. 3. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,these changes or modifications(no matter who makes them) make the modified Licensed Standard Software more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request,then the additional New World maintenance or support services provided shall be billed at the then-current hourly fees plus reasonable expenses. 4.Billing Maintenance costs will be billed annually as detailed on the following page. If taxes are imposed,they are the responsibility of the Customer and will be remitted to New World upon being invoiced. (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL 5. Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the PSMA per the terms of the contract adding the software. Maintenance costs for the additional software will be billed to Customer on a pro rata basis for the remainder of the current maintenance year and on a full year basis thereafter. 6. Requests for Software Correction on Licensed Standard Software If, after Customer has cutover to live production use of the Licensed Standard Software, Customer believes that the Licensed Standard Software does not conform to the current specifications set forth in this Agreement and the then-current New World user manuals, Customer shall notify New World by phone, in writing, by email, or through the New World support website, that there is a claimed defect and specify what it believes to be defective. Documented examples of the claimed defect must accompany each notice. New World shall review the documented notice and when system operation, a feature or report, or any other feature or function of the Licensed Standard Software does not conform to the published specifications, New World shall provide software correction service at no charge. (See Section 4.0 ("Warranties and Representations") of the Agreement for the New World warranties provided). A custom request for change to Licensed Standard Software to include functionality which is not part of the software design, is handled as a billable Request For Service (RFS) (see Exhibit B — Project Management, Installation and Training Support Services and Fees, paragraph 5). Customer may submit software enhancement suggestions for New World to consider. If New World, at its discretion, decides to add a software feature as a result of Customer's software enhancement suggestion, the feature will be added as Licensed Standard Software and there will be no additional charge. During the term of this SSMA, and only after Customer has cutover to live production use of the Licensed Standard Software, New World shall furnish error, defect, fault, performance degradation, operation or malfunction correction in accordance with the Priority Categories below, based on Customer's determination of the severity of the error defect, fault, performance, operation or malfunction and New World's reasonable analysis of the priority of the Error, defect,fault, performance degradation, operation or malfunction. (a) Priority 1:An Error, defect,fault,performance degradation, operation or malfunction which renders the Licensed Standard Software inoperative; or causes the Licensed Standard Software to fail catastrophically. After initial assessment of the Priority 1 Error, defect, fault, performance degradation, operation or malfunction by a New World Call Center analyst, if required, New World shall assign a qualified product technical specialist(s) within one (1) hour, to diagnose and correct the Error, defect, fault, performance degradation, operation or malfunction. New World shall work continuously to make the correction, and shall provide ongoing communication to Customer concerning the status of the correction until the Licensed Standard Software is restored to operational status and confirmed as such by Customer. Immediately after notification of the Priority 1 event by Customer, New World shall offer to Customer workaround solutions, including patches, configuration changes, and operational adjustments and reverting to prior version of New World's software. The goal for correcting a Priority 1 event is 24 hours or less. (b) Priority 2:An Error, defect,fault,performance degradation, operation or malfunction which substantially degrades the performance of the Software, but does not prohibit Customer's use of the Licensed Standard Software. (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL New World shall assign a qualified product technical specialist(s) within four (4) hours, to diagnose and correct the Error,defect,fault, performance degradation, operation or malfunction. New World shall work diligently to make the correction, and shall provide ongoing communication to Customer concerning the status of the correction until the Licensed Standard Software is restored to operational status and confirmed as such by Customer. Immediately after notification of the Priority 2 event by Customer, New World shall offer to Customer workaround solutions, including patches, configuration changes, and operational adjustments and reverting to prior version of New World's software. The goal for correcting a Priority 2 event is to include a correction in the next Licensed Standard Software release. (c) Priority 3: An Error, defect, fault, performance degradation, operation or malfunction which causes only a minor impact on the use of the Licensed Standard Software. New World shall include a correction in subsequent Licensed Standard Software releases. The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by any party other than New World and such a change has caused the issue; b) situations where Customer's use or operations error causes incorrect, operation, performance, information or reports to be generated; and c) requests that go beyond the scope of the Specifications set forth in this Agreement and the then-current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for MSP Server New World agrees to provide software maintenance at the costs listed below for the following New World Standard Software packages licensed by the Customer: Application Package Number of Modules 1. Aegis® CAD Enterprise.NET 9 2. Aegis® Law Enforcement Records Software 22 3. Aegis® Public Safety Interface Software 7 4. Aegis® Corrections Management Software 11 5. Aegis® Photo Imaging Software 2 6. Aegis® Data Analysis/Crime Mapping/Mgt Reporting l 7. Aegis® Decision Support Software 3 8. Aegis® Mobile Management Server Software 3 9. Aegis® Mobile Software on the RS6000 5 10. Aegis® Mobile Client Laptop Software 15 11. Aegis® Mobile Software on the 400 or MSP Server 2 12. Aegis® Server Software l 13. Aegis® Aegis Link Software 4 14. Aegis® Site License 1 15. Aegis® ESRI Embedded Applications-Upgrade 3 ANNUAL MAINTENANCE COST: See Below Period Covered Annual Amount Billing Date 1/1/2016 to 12/31/2016 $207,812 *Note 1 12/15/2015 1/1/2017 to 12/31/2017 $209,830 *Note 2 12/15/2016 1/1/2018 to 12/31/2018 $211,868 *Note 2 12/15/2017 1/1/2019 to 12/31/2019 $215,985 *Note2 12/15/2018 1/1/2020 to 12/31/2020 $220,185 *Note2 12/15/2019 (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL 1. Includes 120 hours of Support Services at$150/Hour for the Period Covered Any unused repaid support hours will carryover once into the following annual PSMA period. 2. Includes 40 hours of Support Services at$150/Hour for the Period Covered. Any unused prepaid support hours will carryover once into the following annual PSMA period. Unused carryover hours expire the earlier of 12 months from carryover or the end of the PSMA contract period 3 Support Services are defined on your original Exhibit B. Travel costs are not included. The hours to be provided at schedules mutually agreeable to Customer and New World. Note: Unless extended by New World,the above costs are available for 90 days after submission of the costs to Customer. After 90 days, New World may change the costs. ALL INVOICES ARE DUE FIFTEEN(15) DAYS FROM BILLING DATE. 8. Terms and Conditions This Agreement is covered by the Terms and Conditions specified in the Licensing Agreement(s)for the software contained herein. ACCEPTED BY: 73, L0,! 7;:c 0,,„0 4,ms5. AC PTED BY: Customer: tlgitr,4J • • •r ! . : . : Lek" ' a t .1r'LC Na Name: A0 a. S n R. Stegall Title: �it.lr$ .xs,rr Title: City Manager Date: /Z - / j - / S Date: January 13, 2016 By signing above,each of us agrees to the terms and conditions of this Agreement and as incorporated herein. Each individual signing represents that(s)he has the requisite authority to execute this Agreement on behalf of the organization for which(s)he represents and that all the necessary formalities have been met.If the individual is not so authorized then(s)he assumes personal liability for compliance under this Agreement. (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL Elgin, IL Exhibit A Licensed Application Software At December, 2015 1. Aegis® CAD Enterprise.NET -Combined LE/Fire/EMS CAD Enterprise.NET -CAD Mapping Enterprise.NET -E-911 Interface Enterprise.NET -CAD Pager Interface Enterprise.NET -CAD AVL Enterprise.NET -On-Line CAD Interface to State/NCIC Enterprise.NET -Encoder Interface Enterprise.NET -Pre-Arrival Questionnaire Interface Enterprise.NET -Fire Records Interface Enterprise.NET 2. Aegis® Law Enforcement Records Software -LE Records Multi-Jurisdictional Base MSP - Base - Accidents Module - Arrest Module - Business Registry Module - Case Processing Module - Computer Aided Investigations Module - Federal Reports (UCR/IBR) Module - Geo-File Verification Module - Impounded Vehicles Module - Incident Tracking Module - Jacket Processing Module - Personnel/Education Module - Property Module -Traffic Tickets and Citations Module - Wants and Warrants Module -LE Records Federal & State Compliance MSP -Field Investigations MSP -Case Management MSP -Property Room Bar Coding MSP -Career Criminal Registry MSP -Narcotics Management MSP -Gang Tracking MSP 3. Aegis® Public Safety Interface Software -State/NCIC Interface MSP -On-Line Wants & Warrants Interface to State/NCIC MSP -On-Line Property Checks Interface to State/NCIC MSP -Livescan Interface MSP -On-Line Global Subjects Interface to State/NCIC MSP -Ticket Writer Interface MSP -Citizens Reporting Interface MSP (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL Elgin, IL Exhibit A Licensed Application Software At December, 2015 4. Aegis® Corrections Management Software -Corrections Management Base MSP - Base - Interface to Aegis® Law Enforcement Records Module - Bookings Module - Custody Tracking Module - Inmate Classification Module - Inmate Property Tracking Module - Inmate Tracking and Processing -Corrections Compliance Federal & State Reporting MSP - Base - Federal and State Corrections Reporting Module - FBI Fingerprint Card Module - State Fingerprint Card Module 5. Aegis® Photo Imaging Software -Digital Imaging MSP -Public Safety Mug Shots/Line-Ups MSP - Digital Imaging 6. Aegis®Data Analysis/Crime Mapping/Mgt Reporting -Analysis Base With Three Applications 7. Aegis®Decision Support Software -Corrections Management Data Mart -LE Management Data Mart -LE Management Dashboard 8. Mobile Management Server Software -Field Reporting Server -Field Reporting Data Merge -Base CAD/NCIC/Messaging 9. Mobile Software on the RS6000 -Base Message Switch to NCIC -RS/6000 State/NCIC Interface -New World CAD Interface for Aegis/MSP -Mobile Upload Software -AVL Interface (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL Elgin, IL Exhibit A Licensed Application Software At December, 2015 10. Mobile Client Laptop Software -LE State/NCIC via Switch 80 User(s) -Drivers License Mag Stripe Reader Interface 80 User(s) -LE Field Reporting 180 User(s) -LE Accident Field Reporting 105 User(s) -Mobile Upload of Field Reports 80 User(s) -LE CAD Via Switch 80 User(s) -LE Accident Field Reporting Compliance 105 User(s) -LE Field Reporting Compliance 180 User(s) -Fire CAD Via Switch (Messaging) 30 User(s) -Mugshot Images Download 80 User(s) -In Car Mapping 80 User(s) -New World AVL 110 User(s) -Fire In Car Mapping 30 User(s) -Field Investigation Field Reporting 80 User(s) -APS MCT Accident Interface 80 User(s) 11. Mobile Software on the 400 or MSP Server -AVL CAD Interface -MDT/MCT Base CAD/RMS Interface 12. Aegis® Server Software -Multi-Server Search 13. Aegis®Aegis Link Software -Web Query -Data Connector -Web CAD Monitor -Data Sharing Export 14. Aegis® Site License -Site License 15. Aegis® ESRI Embedded Applications -ArcGIS Runtime Desktop -ArcGIS Runtime Mobile In-Car -ArcGIS Advanced Enterprise Server Integration (Rev. PSMA 03/06) CONFIDENTIAL Elgin, IL ADDENDUM This Addendum is made as of the last signature date set forth below("Addendum Effective Date")by and between Tyler Technologies,Inc., a corporation in good standing under the laws of Delaware, with ,offices at One Tyler Drive, Yarmouth, ME 04096 ("Tyler"), and the customer identified in the signature block(the "Customer"). WHEREAS, Customer selected New World Systems Corporation("New World")to provide certain software and related services pursuant to a license and services agreement(the"Agreement"); and WHEREAS, on November 16, 2015,New World merged with and into Tyler, with T:.ler being the surviving entity (the "Merger"),and Tyler and Customer desire to update the Agreement with this Addendum. NOW,THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Customer agree as follows: 1. Effective as of the Merger, Tyler became the successor-in-interest to New World and assumed all rights and obligations of New World under the Agreement. 2. All references in the Agreement to"New World,""NWS,"or other similar:laming conventions shall now he understood to refer to Tyler. 3. Until further notified by Tyler,the location of Customer's payments as set forth in the Agreement remains unchanged. Where Customer is required to provide notice under the Agreement,that notice shall be provided to: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Associate General Counsel 4. Tyler represents that the Tyler signatory to the Agreement and this Addendum is an authorized signatory, snd that by such signature,Tyler is bound to the terms and conditions of the Agreement. 5. All other terms and conditions of the Agreement shall remain in full force and effect, and this Addendum shall be governed by and construed in accordance with those terms and conditions. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the dates set forth below. Tyler Technologies,Inc. Customer Customer N. e: Elgin,Illinois By: By: /// / 411111 , Name: Greg Sebastian Name: Sean R. Stegall_ Title: President, Public Safety Division Title: City Manager Date: / 2 —/ 7 — /.S Date: January 13, 2016 Customer Address: