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CITY CLERK
File # ~^~0 Q^^O -0~
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: November 4, 2008
SUBJECT: Authorization to Execute An Agreement With Tyler Technologies, Inc. -
Eden for Accounting & Building Permit Systems Software and
Implementation
Report Prepared by Paul S. Rankin, Administrative Services Director and
Jeri Ram, Community Development Director
ATTACHMENTS: 1) Summary of Procurement Process Used By City Staff To Select Tyler
Technologies -Eden
2) Resolution
RECOMMENDATION: The City Council adopt the Resolution approving an agreement with Tyler
Technologies, Inc. -Eden, and authorizing the City Manager to make any non-substantive changes to the
Agreement in consultation with the City Attorney.
FINANCIAL STATEMENT: The total cost associated with the agreement with Tyler Technologies -
Eden is $579,325. Sufficient funds have been budgeted in the Fiscal Year 2008/2009 .Capital
Improvement Program Project #93191 Combined Finance /Permit System. Additional costs will also be
incurred for computer hardware which will be acquired directly by the City.
DESCRIPTION: In 2007, the City Council identified as a High Priority the identification of solutions to
replace the financial accounting system and the implementation of a real-time electronic field inspection
system. Based on an analysis presented to the City Council on November 20, 2007, Staff was authorized to
proceed with a Request For Proposal process to procure the desired system. The selection process is now
complete and Staff is recommending the award of an agreement, which will allow the City to proceed with
project implementation.
Current Systems
The current Financial software was implemented in 1988 with Business Records Corporation (BRC). This
firm was acquired by a computer software and services company ACS shortly after the City agreed to do a
major upgrade in 1999. ACS has not been active with the independent development of enhancements of
the software for several years. The system operates on an IBM AS/400 file server which was last upgraded
five years ago. Compared to newer systems, the use of the IBM server is not as widely deployed and
requires specialized knowledge. The Business License and Permit software was developed by HdL and
was first installed in 1999. Both products were upgraded in Fiscal Year 2006/07 to the current SQL
version of the software. Both systems have served the City well, however there was not the desired
integration and opportunities for other features offered by other vendors.
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Page 1 of 4 ~ .
ITEM NO.
Although the focus of the project has been labeled as "Accounting" and "Building Permits", the full array
of system needs are being addressed. For example, there are some processes such as Human Resources,
Budget, etc that are not considered as an accounting function. In the area of permits the City has multiple
types that are issued (i.e. Fire Permits; Taxi Permits; Waste Hauler Permits; Encroachment Permits; etc.).
Selection Process
As detailed in Attachment 1, Staff utilized a Request For Proposal process which allowed for an extensive
comparison of products in order to determine the one that best met the needs of the City. Staff was assisted
by the consulting firm of SoftResources. This firm is a consulting practice, providing procurement
assistance independent of any software supplier. Given their expertise in the selection of software systems,
including public agency clients, they contributed significantly to the process. The City received 20
proposals which were narrowed to three firms which presented a total of six days of on-site
demonstrations. Additional background checking and review was undertaken with two of the vendors
before a decision was made to recommend Tyler Technologies -Eden solution.
A Staff Steering Committee was formed for the project that included the following positions: Community
Development Director, Building Official, Assistant to the City Manager (Human Resources /Personnel
expertise), Information Services Manager, Finance Manager, and the Administrative Services Director.
Throughout the selection process other Staff at all levels :were involved in providing input to the Steering
Committee. The intent was to have broad consensus and input on the final decision.
Scope of Agreement
The Agreement addresses Tyler Technologies, Inc. -Eden provision of the following items:
1. Application Software License (Financial Applications, Personnel Applications, Citizen Services
Applications -Permits; Licenses; and Code Enforcement);
2. Professional Services (Training, Implementation, Data Conversion Assistance);
3. Application Software Maintenance (product updates, help desk, etc.)
4. Third Party Components which are separately licensed (Cashiering system including hardware;
Crystal reports, etc.)
The implementation of this type of software requires Staff involvement in the set-up to reflect the operation
under the City policies and procedures. It is not apse-defined solution that is installed and then
automatically "turned-on". For this reason Staff have worked with Tyler Technologies, Inc. -Eden
representatives to prepare an Agreement that also documents items such as a Statement of Work,
explanation of the data conversion process, and any critical ,modifications expected to be a part of the final
system.
System Cost
Staff worked closely with Tyler Technologies, Inc. -Eden representatives to establish both fixed cost
elements such as the software license fees as well as reasonable estimates for implementation. The
professional services required were developed from Eden's experience with projects of a similar size and
scope. Tyler Technologies -Eden provided a 25% discount on the license fees compared to the standard
rates offered. The following summarizes the costs identified in the Investment Summary, which is listed as
Exhibit 1 of the Tyler Technologies, Inc. -Eden Agreement:
Page 2 of 4
COMPONENTS I I Software I I Professional I I TOTAL I I Amount of Professional
Services Services
360 hrs Training !Install
FINANCIAL APPLICATIONS $111,900 $69,000 $180,900 Plus 192 hrs Data
Conversion
CITIZEN SERVICES (Permits $45,150 $40,000 $85,150 224 hrs Training & Install
/ Licenses) Plus 96 hrs data conversion
HUMAN RESOURCES / $30,450 $32 000 $62,450 176 hrs Training & Install
PAYROLL Plus 80 hrs Data conversion
AUXILLARY MODULES $53,632 $24,000 $77,632 192 hrs Training and Install
SUPPLEMENTAL $51,600 $51,600 413 hours Training /
PROFESSIONAL SERVICES Consultation
CASHIERING HARDWARE $8,340
REIMBURSEABLES (Travel) $46,100
TOTAL PROJECT $241,132 $216,600 $512,172 Total Prof Hrs =1,733
Annual Maintenance Year 1 $67,153
GRAND TOTAL $579,325
This agreement is major portion of Project #93191; however there will be additional costs associated with
the project. The additional costs include: SoftResources procurement assistance; purchase of network
equipment necessary to operate the new software, mobile devices for field reporting in the Permit module,
Microsoft SQL Licenses, temporary Staff assistance, and other equipment. The total budgeted in the
adopted Capital Improvement Program for this project was $743,600. Of this amount $150,300 will be
funded from the Internal Service Equipment Replacement Fund. Adequate funds have been appropriated
to accommodate the costs reflected in the Tyler Technologies, Inc. -Eden agreement.
Key Factors Contributing To Recommendation of Tyler Technologies, Inc. -Eden Software
The Staff Steering Committee understood that the investment in a new system will be a long term decision
and will require significant Staff and financial resources to complete. It was important to identify potential
customer service enhancements that would be available at the conclusion of the implementation. The
following factors were some of the key areas where the Steering Committee determined the solution
proposed by Tyler Technologies, Inc. -Eden offered significant advantages:
• Availability of a comprehensive "suite" of modules used by different departments. This was seen
as an advantage in terms of support and integration, as well as allowing Staff to become easily
familiar with the "look" of the software across different departments.
Page 3 of 4
• Tyler Technologies, Inc. -Eden is a company with experience implementing software and
servicing local municipal governments. Eden software was developed specifically for use by local
governments, with over 175 agencies using this software in California, including over 70 cities.
• Intuitive design of the software for the daily user. The look of the screens and structure were
familiar to staff and resembled personal computer-based programs.
• Availability of features and enhancements that use the power of technology to deliver services.
The software will allow for re-engineering several processes by scanning and attaching financial
documents for electronic approvals. Also web-enabled applications that will assist with processing
payroll.
• Ability to improve customer service through the use of Internet access to Building Permit
information in the future.
• Throughout the selection process Tyler Technologies, Inc. -Eden representatives were responsive
and completed follow-up items in a timely manner.
• The system cost was competitive and offered an extremely robust integrated set of software that
was within the project budget. The system will operate on a Microsoft SQL database and reports
are designed with Crystal Reports. Both of these products are widely used in businesses and public
agencies.
Schedule
A precise schedule for each phase of the project will be developed at the formal start of the project. The
implementation of the entire project is identified in the Statement of Wozk to be completed in no more than
twenty- four months. It is typical for projects of this scope to require 12-18 months to complete. The
initial element that must be installed are the core financial modules and Tyler Technologies, Inc. -Eden has
tentatively scheduled to begin the consulting for this phase the first week of December. Staff have also
discussed with the Company expediting where possible the implementation of modules once the core
financial applications are underway. Periodic updates will be provided as new elements are fully
implemented.
RECOMMENDATION:
Staff recommends that the City Council adopt the Resolution approving an agreement with Tyler
Technologies, Inc. -Eden, and authorizing the City Manager to make any non-substantive changes to the
Agreement in consultation with the City Attorney.
Page 4 of 4
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ATTACHMENT 1
Summary of Procurement Process Used By City Staff
To Select Tyler Technologies, Inc. -Eden
The Dublin Municipal Code provided for the use of a Request For Proposal in lieu of a sealed bid, for
technical purchases where bidding on a set of standard specifications is difficult. The process requires
the selection be based on a thorough review of products including a comparison of features. Staff was
assisted by SoftResources, the City Consultant selected for this project. The City Council authorized
proceeding with the selection process on November 20, 2007.
Request For Proposal (RFP) Process
The City issued a Request For Proposal (RFP) which contained two options: Option 1) Evaluate
Enterprise Resource Planning (ERP) solutions where a single vendor provides a suite of modules which
meet the City's needs (this would include both finance and permits), or Option 2) Select a Finance
Software vendor without a permit system and evaluate separately systems that focus on Building Permit
Services. Under the first option various modules are integrated and provided by one firm. The second
option is often referred to as the "best of breed", where one vendor maybe providing the permit system
and others providing the finance software.
In the Request For Proposal document the City identified to vendors that it was open to examining its
current processes and leveraging efficiencies that would be provided by new software, while avoiding
unnecessary complexity. The City plans to utilize modules in a new system where it adds the most
value, and would eliminate manual processes and spreadsheets as much as possible.
A new or upgraded system is expected to be in place for a minimum of 5 - 10 years. Therefore, the
selection process required thorough consideration and planning. SoftResources developed a RFP based
upon the input received from City Staff. A Staff Steering Committee was formed for the project that
included the following positions: Community Development Director, Building Official, Assistant to the
City Manager (Human Resources /Personnel expertise), Information Services Manager, Finance
Manager, and the Administrative Services Director. Throughout the selection process other Staff were
also involved in providing input to the Steering Committee.
Response To Request For Proposal (RFP)
The RFP was released on November 21, 2007 with a required submittal date of January 17, 2008. The
City had a very good response with twenty submittals by the deadline. Eleven vendors responded to the
ERP Option (7 included Permit Solutions and 4 Finance Only). In addition the City received proposals
from nine Specialty ("best of breed")Permit System Vendors.
Following the receipt of the proposals Staff engaged in a multi-step process to review and narrow the
selection of firms to participate in the next phase. With assistance from SoftResources, the Steering
Committee completed an evaluation of the twenty submittals. The effort undertaken by SoftResources
included summarizing the proposals and conducting additional follow-up and clarification to provide
the Steering Committee with information necessary to narrow the selection.
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Attachment 1
Page 1 of 2
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Short -List Detailed Demonstration
On March 27, 2008, based on the initial review by the Steering Committee, three firms were selected
as semi-finalists. Each firm was assigned a two day scheduled block for the purposes of meeting with
City Staff and presenting information in accordance with a script. SoftResources assisted the City
Staff with the development of a script that would demonstrate specific tasks in each module. The
vendors invited to participate in this process were Tyler Technologies -Eden; Tyler Technologies -
Munis; and Springbrook Software. Although there were many factors that were considered by the
Steering Committee the focus was to review solutions that offered the full realm of financial and
permitting solutions in a consolidated manner for all departments by a single vendor.
The vendor demonstrations occurred at Dublin City Offices over six days between May 29, 2008 and
June 17, 2008. Over twenty staff were invited to specific demonstrations in order to obtain broad
feedback and input from those who will ultimately use the systems.
On June 25, 2008 the Steering Committee met to review the results of the demonstrations and to
identify any additional areas of clarification desired. Based on all of the information gathered the
Steering Committee recommended that supplemental requests should be provided to Springbrook
Software and Tyler Technologies -Eden. It was determined that the Munis product did riot as closely
match the City needs.
Supplemental Discovery Undertaken Two Vendors
A supplemental script was provided to Springbrook and Tyler Technologies Inc. -Eden in order to
obtain further information regarding how the software would be applied to key tasks required by the
City. The firms were also requested to confirm their pricing for the solutions being proposed to the City
of Dublin. These demonstrations were scheduled via conference calls and Internet demonstrations. Due
to the summer schedules of both vendor Staff and City Staff, the demonstrations were not complete
until early September. Staff also made contact with other entities using the software to determine how
well they met the needs of the City. At the conclusion of this process the Steering Committee
recommended that the solution proposed by Tyler Technologies Inc. -Eden should be recommended to
the City Council.
Contract
On September 15, 2008 Staff formally informed Tyler Technologies Inc. -Eden representatives that the
City would like to work on a contract for the procurement of the system. The City Staff were presented
with a proposed agreement on September 23, 2008. Staff engaged assistance from SoftResources to
review the proposed agreement and identify specialized business terms which are appropriate within a
software agreement. The City Attorney and his associates were ,also engaged to assist with the
development of the proposed terms. Joint negotiating sessions were conducted with Tyler Technologies
via conference call on October 10th and October 24t . The City was represented by Stephen Muzio of
Meyers Nave, Trisha Tubbs, SoftResources, and Paul Rankin, Administrative Services Director. All of
the key business terms were drafted by October 29, 2008. There may be minor non-substantive
revisions to the wording as the City Attorney and Tyler Technologies Inc. -Eden Legal Counsel
finalize the wording of the agreement.
Attachment 1
Page 2 of 2
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RESOLUTION NO. xx - 08
A RESOLUT-ION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
AUTHORIZING STAFF TO EXECUTE AN AGREEMENT WITH
TYLER TECHNOLOGIES, INC. FOR ACCOUNTING AND PERMIT SYSTEM
SOFTWARE AND IMPLEMENTATION SERVICES (PROJECT # 93191)
WHEREAS, the City Council has identified as a high priority goal undertaking Project #93191
Finance And Permit System Replacement; and
WHEREAS, on November 20, 2007 the City Council authorized Staff to conduct a Request For
Proposal (RFP) process to select replacement software systems; and
WHEREAS, included in the action taken by the City Council was authorization to waive the
competitive bid process for the selection of a technical software purchase; and
WHEREAS, as part of the agenda report presented November 4, 2008 Staff outlined the
extensive RFP process used to select the recommended software; and
WHEREAS, the Staff recommends awarding an agreement to Tyler Technologies Inc. -Eden for
the provision of Software, Professional Services, Software Maintenance, and Cashiering Hardware; and
WHEREAS, the estimated cost of this agreement is $579,325.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby
authorizes the City Manager as Purchasing Agent to procure Financial and Permit System Software from
Tyler Technologies Inc. -Eden. as attached hereto and described to the City Council on November 4,
2008.
BE IT FURTHER RESOLVED that the City Manager is authorized to make any non-
substantive changes to the Agreement presented in consultation with the City Attorney.
PASSED, APPROVED AND ADOPTED this 4th day of November, 2008, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Attachment 2
Dublin -Tyler Tech Contract 102908-1 No Redline
AGREEMENT
This agreement ("Agreement") is made this _ day of , 2008 by and between
Tyler Technologies, Inc. with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98057
("Tyler") and the City of Dublin, California with offices at 100 Civic Plaza, Dublin, California
94568 ("Client").
This Agreement includes the following exhibits:
Exhibit 1 - Investment Summary
Exhibit 2 - Verification Test
Exhibit 3 - Business Travel Policy
Exhibit 4 - Data Conversion Process
Exhibit 5 - Definitions
Exhibit 6 - Statement of Work
Exhibit 7 - Customizations/Modifications Detail
Exhibit 8 - ESRI End User License Agreement
Exhibit 9 - Insurance Certificate
Exhibit 10 -Tyler's Proposal in Response to Client's Request for Proposals
Exhibit 11 -Client's Request for Proposals
Exhibit 12 -Sample Services Invoice and Monthly Report
Section A -Software License Agreement
1. License Grant.
a) Upon the effective date of this Agreement, Tyler hereby grants to Client anon-exclusive, non-
transferable, royalty-free, perpetual license to use the Tyler software products and related
interfaces (collectively, the "Tyler Software Products") and Tyler user manuals for Client's
internal business purposes only and otherwise subject to the terms and conditions of this
Agreement. This license is revocable by Tyler if Client fails to comply with the terms and
conditions of this Agreement, including without limitation, Client's failure to timely pay the
Application Software License Fees in full, except for fees in dispute, and provided Tyler i) first
notifies Client in writing of such non-conformance with details on actions required to cure such
non-conformance; and ii) allows Client thirty (30) days from receipt of notice to cure such non-
conformance.
b) Tyler shall retain ownership of the Tyler Software Products, Tyler user manuals, and
proprietary Tyler information contained in user manuals developed by Client.
4 ~a~
c) The Tyler Software Products are not licensed to perform functions or processing for
subdivisions or entities that were not disclosed to Tyler prior to the effective date of this
Agreement. Additional subdivisions or entities maybe added to the license in the future at Tyler's
then current fees in effect for similarly situated Tyler customers, however, Tyler agrees that
Client may use the Tyler Software Products to perform functions or processing for additional
subdivisions or entities that fall under the jurisdiction of the Client's enabling legislation.
d) The right to transfer the Tyler Software Products to a replacement hardware system is included
in this Agreement. Client shall pay Tyler for the reasonable cost of new media or any required
technical assistance to accommodate the transfer. Client shall provide advance written notice to
Tyler of any such transfer. Notwithstanding the foregoing, Client will notify Tyler as soon as
reasonably possible after transferring the Tyler Software Products to a replacement hardware
environment due to a failure of the initial hardware environment or emergency situation. Client
Dublin -Tyler Tech Contract 102908-1_No Redline
acknowledges that if it transfers the Tyler Software Products to a replacement hardware
environment that is not supported by Tyler, Tyler's obligations to provide maintenance services
on and warranty the Tyler Software Products shall be void.
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e) Client acknowledges and agrees that the Tyler Software Products and user manuals are
proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall use
best efforts to keep the Tyler Software Products and user manuals confidential and to prevent any
misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or user
manuals by any party.
f) The Tyler Software Products may not be modified. Client shall not perform decompilation,
disassembly, translation or other reverse engineering on the Tyler Software Products unless
Client receives the source code to the Tyler Software Products as a beneficiary to Tyler's escrow
agreement. If Client modifies the Tyler Software Products, Tyler's obligations to provide
maintenance services on and warranty the Tyler Software Products shall be void.
g) Client may run the Tyler Software Products on additional servers at no charge beyond the fees
set forth in the Investment Summary, provided such servers are for testing, training or backup
purposes only. Client acknowledges that use of Third Party Products on an additional production
server may incur fees beyond those set forth in the Investment Summary. Client will repeat any
and all proprietary notices on any copy of the Tyler Software Products. Client may make copies
of the Tyler user manuals for internal use only.
h) Tyler maintains an escrow agreement with an escrow services company under which Tyler
places the source code of each major release of the Tyler Software Products. At Client's request,
Tyler will add Client as a beneficiary to such escrow agreement. Client shall pay the annual
beneficiary fee directly to the escrow services company and is solely responsible for maintaining
its status as a beneficiary. Client may enroll as a beneficiary to Tyler's escrow agreement at any
time, provided this Agreement is in force.
2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in
full for the license granted herein, the Application Software License Fees set forth in Exhibit 1 -
Investment Summary
3. Verification of the Tyler Software Products.
Client will select one (1) of the following two (2) options within thirty (30) days of installation by
providing written notice to Tyler in accordance with Article 15 of Section E:
a) Within sixty (60) days after the Tyler Software Products have been installed on
Client's hardware, Tyler will verify the Tyler Software Products by demonstrating to Client that
the Tyler Software Products perform all of the functions set forth in Exhibit 2 -Verification Test,
which demonstration shall constitute verification that the Tyler Software Products materially
conform to the then-current Tyler user manuals and the functional descriptions of the Tyler
Software Products in Tyler's written proposal to Client; or
b) Within sixty (60) days after the Tyler Software Products have been installed on
Client's hardware, Client may use its own process to verify that the Tyler Software Products
perform all of the functions set forth in Exhibit 2 -Verification Test, which shall constitute
verification that the Tyler Software Products materially conform to the then-current Tyler user
manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal
to Client.
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Dublin -Tyler Tech Contract 102908-1 _No Redline <~
c) Verification as described herein shall be final and conclusive except for latent defect,
fraud, and a gross mistake that amounts to fraud, and except for any defects or errors detected
with the Client's normal transaction load after the commencement of production use of the
software. In the event verification is not final and conclusive, pursuant to this paragraph, Tyler
shall correct the cause thereof. In the event Tyler cannot correct the cause thereof, Client may
invoke its rights under Article 4 of Section A.
d) Tyler shall promptly correct any functions of the Tyler Software Products that failed
verification.
4. Limited Warranty.
a) For as long as a current Maintenance Agreement is in place, Tyler warrants that the Tyler
Software Products will materially conform to the then-current Tyler user manuals and the
functional descriptions of the Tyler Software Products in Tyler's written proposal to Client, if
applicable. In the event of conflict between the afore-mentioned documents, the functional
descriptions of the Tyler Software Products in Tyler's written proposal to Client shall control
through twelve (12) months from use of a Tyler Software Product in live production, and
thereafter the then-current Tyler user manuals shall control. If the Tyler Software Products do not
perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to
cure the defect. Should Tyler be unable to cure the defect or provide a replacement product,
Client shall be entitled to a timely refund of the Application Software License Fee paid for the
defective Tyler Software Product, as depreciated on a straight-line basis over a seven (7) year
period commencing on the effective date of this Agreement.
b) Tyler warrants that that (i) it may lawfully grant the license set forth in Article 1 of this Section
A, and (ii) neither the Tyler Software Products, including all subsequent versions, updates,
enhancements and/or releases thereof, or the use thereof within the scope of the License, infringes
a patent or copyright or is claimed to be a trade secret of any person who has not consented to the
granting of the License.
c) Tyler warrants that there are no viruses, backdoor entries, time bombs, unauthorized
programming, lockout devices or other disruptive technologies shipped with the Tyler Software
Products, enhancements, bug patches, upgrades, or version releases thereof that can disable or
adversely affect any and all of the software, enhancements, bug patches, upgrades, version
releases or the Tyler Software Products or destroy any data or other software. Client will notify
Tyler in writing if it detects such disruptive technologies and will provide any information that it
may have regarding the nature of such nonconformance. Tyler will correct such nonconformance
in a timely manner and at no cost to Client.
d) Tyler warrants that it shall maintain the applicable documentation to remain current and
accurate.
5. Intellectual Property Infringement Indemnification. In addition to the general
indemnification provided in Section E, Article 5 of this Agreement, Tyler shall, at its expense,
indemnify, hold harmless and defend Client, its officers, employees agents and volunteers against
any action brought against them based on any claim that any Tyler Software Product or related
documentation infringes upon a copyright, patent, intellectual property or other third party right
and Tyler will assume at the time incurred, and pay all costs ,losses, liabilities, and damages,
provided that Client promptly notifies Tyler in writing of any such claim, gives Tyler reasonable
cooperation, information, and assistance in connection with such claim, and consents to Tyler's
sole control and authority with respect to the defense, settlement or compromise of the claim,
Dublin -Tyler Tech Contract 102908-1_No Redline
provided Tyler shall not have any authority to negotiate any judgments for liability against Client.
Tyler will not be obligated under this section if the infringement results from: (i) Client's use of a
previous version of a Tyler Software Product and the claim would have been avoided had Client
used the current version of the Tyler Software Product, provided that the current version was
generally available to all Tyler customers; Client had a reasonable amount of time to complete the
evaluation, implementation plan and implementation of such current version; and Tyler informed
Client that it must install the current version in order to avoid a third party claim; (ii) Client's
combining the Tyler Software Product with devices or products not provided by Tyler, except if
such combination was at Tyler's direction, recommendation, or approval; (iii) use of a Tyler
Software Product in applications, business environments or processes for which the Tyler
Software Product was not designed or contemplated, and where use of the Tyler Software Product
outside such application, environment or business process would not have given rise to the claim,
except if such use was at Tyler's direction, recommendation, or approval; (iv) corrections,
modifications, alterations or enhancements that Client made to the Tyler Software Product, except
if such actions were done at Tyler's direction, recommendation, or approval; (v) use of the Tyler
Software Product by any person or entity other than Client, its employees, its agents, its
contractors or its Affiliates; or (vi) Client's willful infringement. In the event a Tyler Software
Product is finally determined to be infringing and its use.by Client is enjoined, Tyler shall, at its
election (i) timely procure for Client the right to continue using the infringing Tyler Software
Product; (ii) timely modify or replace the infringing Tyler Software Product so that it becomes
non-infringing, provided such replacement is substantially similar in functionality and ease of use
as the infringing Tyler Software Product; or (iii) timely terminate Client's license for the
infringing Tyler Software Product and refund to Client the Application Software License Fee paid
for the infringing Tyler Software Product, as depreciated on a straight-line basis over a seven (7)
year period commencing on the effective date of this Agreement. Tyler shall have no liability
hereunder if (i) Client modified a Tyler Software Product without Tyler's prior written consent
and such modification is determined by a court of competent jurisdiction to be a contributing
cause of the infringement , (ii) Client continues using the infringing Tyler Software Product after
Client becomes aware, either by notice from Tyler or the affected third party, that such infringing
Tyler Software Product is or is likely to become the subject of a claim hereunder, or (iii) the
infringement would have been avoided by Client's use of the most current version of the Tyler
Software Product, provided that the current version was generally available to all Tyler
customers; Client had a reasonable amount of time to complete the evaluation, implementation
plan and implementation of such current version; and Tyler informed Client that it must install
the current version in order to avoid a third party claim. The foregoing states Tyler's entire
liability and Client's sole and exclusive remedy with respect to the subject matter hereof.
6. Limitation of Liability. Except for Tyler's indemnification obligations set forth in Article 5
of Section A and Article 5 of Section E of this Agreement, in no event shall Tyler be liable for
special, indirect, incidental, consequential, or exemplary damages, including, without limitation,
any damages resulting from loss of use, loss of data, interruption of business activities, or failure
to realize savings arising out of or in connection with the use of the Tyler Software Products.
Except for Tyler's indemnification obligations set forth in Article 5 of Section E of this
Agreement, Tyler's liability for damages and expenses arising out of this Software License
Agreement, whether based on a theory of contract or tort, including negligence and strict liability,
shall: 1) for claims occurring until one (1) year after the earlier of the date set forth in the
mutually developed implementation plan for live production of the final phase of the Tyler
Software Products or actual live production of the final phase of the Tyler Software Products, be
limited to the fees identified in the Investment Summary paid by Client to Tyler; and 2) for
claims occurring thereafter be limited to the Application Software License Fees set forth in the
Investment Summary. Such Application Software License Fees reflect and are set in reliance
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Dublin -Tyler Tech Contract 102908-1_No Redline
upon this limitation of liability.
Section B -Professional Services Agreement
1. Services.
a) Tyler shall provide the services set forth in Exhibit 1 -Investment Summary and the Statement
of Work, attached hereto as Exhibit 6, at Client's election. As the amount of such services is an
estimate, Client shall be liable to Tyler for the services actually provided to Client.
b) Tyler warrants that all services will be performed by competent personnel, in accordance with
applicable professional standards and with the care and skill ordinarily exercised by members of
the profession practicing under similar conditions at the same time and in the same or similar
locality. If any element of the services does not conform to this warranty, then Client shall notify
Tyler in writing of such nonconformance. Tyler shall promptly re-perform such element in a
manner that does conform; provided, however, that if such re-performance is impracticable, Tyler
shall refund the fees allocable to such nonconforming element.
c) Tyler agrees to comply with all applicable Federal, State and Local laws in performance of
services.
d) Tyler shall assign only competent personnel to perform services pursuant to this Agreement. In
the event that Client, in its reasonable discretion, at any time during the term of this Agreement,
desires the reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons and make best efforts to
timely provide a qualified replacement.
e) Except as provided in Section B.1.d, Tyler will make best efforts not to remove Tyler
personnel from Client's project during implementation.
f) If Tyler replaces personnel, the replacement personnel shall, at no cost to Client, devote
sufficient time to becoming familiar with Client's project prior to providing billable services to
Client.
g) It is understood and agreed that Tyler has the technical skills necessary to perform the work
agreed to be performed under this Agreement, that Client relies upon the skills of Tyler to do and
perform Tyler's work in a skillful and professional manner, and Tyler thus agrees to so perform
the work.
h) Acceptance by Client of the work performed under this Agreement does not operate as a
release of said Tyler from responsibility for the work performed. It is further understood and
agreed that Tyler is apprised of the scope of the work to be performed under this Agreement and
Tyler agrees_that said work can and shall be performed in a fully competent manner.
i) Tyler is not authorized to perform any services or incur any costs whatsoever under the terms
of this Agreement until receipt of authorization from the Contract Administrator.
2. Professional Services Fees.
a) All Training & Installation and Data Conversion services.shall be invoiced on a monthly basis.
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b) Upon the completion of each service day or group of days performed on-site, Tyler will
present a Customer Service Report to Client. Client shall either sign the report indicating
Dublin -Tyler Tech Contract 102908-1 _No Redline
acceptance of the service day and its subsequent billing, or not sign the report and note reasons
for Client's non-acceptance of the service day.
c) Verification in accordance with Article 3 of Section A shall be billable to Client at the rate for
Training & Installation services set forth in Exhibit 1 -Investment Summary.
d) Payment is due within thirty (30) calendar days of invoice receipt.
~~ ~
e) Expenses shall be billed in accordance with the then-current Tyler Business Travel Policy,
based on Tyler's usual and customary practices. Tyler's current Business Travel Policy is
attached hereto as Exhibit 3. Unless otherwise mutually agreed, all air travel is to be coach class
at the lowest logical coach fare. Client will not be charged for flight delays or layovers whether
due to weather, mechanical problems or other issues; the burden of responsibility rests on the
carriers whose flight has been delayed to provide meal and/or lodging vouchers or to find
alternative flights at no additional cost. Tyler employees will use economy and compact rental
cars. Tyler employees will make reasonable efforts to share rental cars, when they are on-site at
same time. The Estimated Travel Expenses contained in the Investment Summary are based in
part on the travel related provisions of this section. Tyler will not charge Client for time spent by
Tyler traveling to and from Client's site for the duration of the implementation as set forth in the
Statement of Work. Copies of receipts shall be provided on an exception basis at no charge.
Should all receipts for non per diem expenses be requested, an administrative fee shall be
incurred. Receipts for mileage and miscellaneous items less than five dollars ($5) are not
available.
f) Tyler will hold the Training rate and the Consulting rate of $125/hour in place for twenty-four
(24) months from the Effective Date.
3. Additional Services. Services utilized in excess of those set forth in Exhibit 1 -Investment
Summary and additional related services not set forth in Exhibit 1 -Investment Summary shall be
billed at the rates in Exhibit 1 for twenty-four (24) months from the Effective Date, and thereafter
at Tyler's then current rates.
4. Limitation of Liability. Except for Tyler's indemnification obligations set forth in Article 5
of Section A and Article 5 of Section E of this Agreement, in no event shall Tyler be liable for
special, indirect, incidental, consequential, or exemplary damages, including, without limitation,
any damages resulting from loss of use, loss of data, interruption of business activities, or failure
to realize savings arising out of or in connection with the provision or quality of the services or
the use of the Tyler Software Products. Except for Tyler's indemnification obligations set forth
in Article 5 of Section E of this Agreement, Tyler's liability for damages and expenses arising out
of this Professional Services Agreement, whether based on a theory of contract or tort, including
negligence and strict liability, shall: 1) for claims occurring until one (1) year after the earlier of
the date set forth in the mutually developed implementation plan for live production of the final
phase of the Tyler Software Products or actual live production of the final phase of the Tyler
Software Products, be limited to the fees identified in the Investment Summary paid by Client to
Tyler; and 2) for claims occurring thereafter be limited to the Professional Services Fees set forth
in the Investment Summary. Such fees reflect and are set in reliance upon this limitation of
liability.
5. Cancellation. In the event Client cancels services less than two (2) weeks in advance, Client is
liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)
daily fees associated with the canceled services if Tyler is unable to re-assign its personnel. In the
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Dublin -Tyler Tech Contract 102908-1_No Redline
event Tyler cancels services less than two (2) weeks in advance, Tyler is liable to Client for all (i)
non-refundable expenses incurred by Client; and (ii) any other reasonable costs associated with
the canceled services.
Section C -Maintenance Agreement
1. Scope of Agreement. Client agrees to purchase and Tyler agrees to provide maintenance
services for the Tyler Software Products in accordance with the following terms and conditions.
2. Term of Agreement. This Maintenance Agreement is effective on the first day of training and
shall remain in force for a one (1) year term. Upon expiration of this Maintenance Agreement,
Client may renew the Maintenance Agreement for subsequent one (1) year periods at the then-
current Application Software Maintenance Fees. Tyler agrees not to increases the Maintenance
Fees by more than five percent (5%) per year for the first four (4) renewals; and not to increase
the Maintenance Fees by more than eight (8%) per year for the subsequent five (5) renewals, and
thereafter, increases shall be at Tyler's then current rates.
3. Payment.
a) Additional Charges. Any maintenance services performed by Tyler for Client which are not
covered by this Maintenance Agreement, as set forth in Article 5 of Section C, including
materials and expenses, shall be billed to Client at Tyler's then current rates.
b) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed
Application Software Maintenance Fees within sixty (60) calendar days of the due date. Tyler
will reinstate maintenance services upon Client's payment of the overdue Application Software
Maintenance Fees.
4. Maintenance Services Terms and Conditions.
a) For as long as a current Maintenance Agreement is in place, Tyler shall, in a professional, good
and workmanlike manner, perform its obligations set forth in this Maintenance Agreement in
order to conform the Tyler Software Products to the applicable warranty under this Agreement. If
Client modifies the Tyler Software Products without Tyler's approval or direction, Tyler's
obligations to provide maintenance services on and warrant the Tyler Software Products shall be
void for the applicable portion of the Tyler Software Product which was modified, and for other
Tyler Software Products if such other Tyler Software Products are affected by the modification.
Modification means when the program source code has been changed and does not apply to
Client's ability using the Tyler Software Products to configure the software such as but not
limited to defining the chart of accounts, defining customer codes, and setting up the item master
structure.
b) Tyler shall provide telephone support on the Tyler Software Products. Tyler personnel will
accept telephone calls during the hours of 5 AM PST and 6 PM PST, Monday through Friday,
excluding holidays (New Year's Day, President's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Day After Thanksgiving, Day Before Christmas, Christmas)
c) Tyler shall continuously maintain a master set of the Tyler Software Products on appropriate
media, a hardcopy printout of source code to the Tyler Software Products, and Tyler user
manuals.
d) Tyler shall maintain personnel appropriately trained to be familiar with the Tyler Software
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Dublin -Tyler Tech Contract 102908-1_No Redline
Products in order to provide maintenance services.
e) Tyler shall provide Client with all releases Tyler makes to the Tyler Software Products. Client
acknowledges and agrees that a new release of the Tyler Software Products is for implementation
in the Tyler Software Products as they exist without Client customization or modification.
f) Client acknowledges and agrees that Tyler reserves the right to cease supporting a prior release
of the Tyler Software Products six (6) months after shipping a new release of the Tyler Software
Products, provided that such release performs as warranted. Tyler will notify Client at least one
hundred twenty (120) days before ceasing to support a prior release of the Tyler Software
Products.
g) The Consultant is not authorized to perform any services or incur any costs whatsoever under
the terms of this Agreement until receipt of authorization from the Contract Administrator.
5. Limitations and Exclusions. Application Software Maintenance Fees do not include
installation or implementation of the Tyler Software Products, onsite support (unless Tyler cannot
remotely correct a defect in a Tyler Software Product), application design, other consulting
services, support of an operating system or hardware, or support outside Tyler's normal business
hours.
6. Client Responsibilities.
a) Client shall provide, at no charge to Tyler, reasonable and free access to the Tyler Software
Products, provided that Tyler shall not have such access without prior approval from authorized
Client personnel, not to be unreasonably withheld; working space as identified in the Statement of
Work or agreed upon in advance; adequate facilities as agreed upon in advance within a
reasonable distance from the equipment; and use of machines, attachments, features, or other
equipment as agreed upon in advance, necessary to provide maintenance services set forth herein.
b) Client shall maintain for the duration of the Maintenance Agreement a VPN connection
through Citrix or Microsoft Terminal Services. Tyler, at its option, shall use the connection to
assist with problem diagnosis and resolution. Tyler will not access Client's Tyler Software
Products remotely without prior authorization from Client, not to be unreasonably withheld.
7. Limitation of Liability. Except for Tyler's indemnification obligations set forth. in Article 5
of Section A and Article 5 of Section E of this Agreement, in no event shall Tyler be liable for
special, indirect, incidental, consequential, or exemplary damages, including, without limitation,
any damages resulting from loss of use, loss of data, interruption of business activities, or failure
to realize savings arising out of or in connection with the provision or quality of maintenance
services or use of the. Tyler Software Products. Except for Tyler's indemnification obligations set
forth in Article 5 of Section E of this Agreement, Tyler's liability for damages and expenses
arising out of this Maintenance Agreement, whether based on a theory of contract or tort,
including negligence and strict liability, shall: 1) for claims occurring until one (1) year after the
earlier of the date set forth in the mutually developed implementation plan for live production of
the final phase of the Tyler Software Products or actual live production of the final phase of the
Tyler Software Products, be limited to the fees identified in the Investment Summary paid by
Client to Tyler; and 2) for claims occurring thereafter be limited to the Application Software
Maintenance Fees paid to Tyler during the twelve (12) months prior to the claim. Such
Application Software Maintenance Fees reflect and are set in reliance upon this limitation of
liability.
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Dublin.- Tyler Tech Contract 102908-1_No Redline
Section D -Third Party Product Agreement
1. Agreement to License or Sell Third Party Products. For the price set forth in Exhibit 1 -
Investment Summary, Tyler agrees to license or sell, and deliver to Client, and Client agrees to
accept from Tyler the Third Party Products set forth in Exhibit 1 -Investment Summary ("Third
Party Products").
2. License of Third Party Software Products.
a) Upon Client's payment in full of the Third Party Product Fees, Tyler shall grant to Client and
Client .shall accept from Tyler anon-exclusive, nontransferable, non-assignable license to use the
Third Party Software Products and related documentation for Client's internal business purposes,
subject to the terms and conditions set forth herein.
b) The developer of the Third Party Software Products (each a "Developer", collectively
"Developers") shall retain ownership of the Third Party Software Products.
c) The right to transfer the Third Party Software Products to a replacement hardware system is
governed by the Developer. The cost for new media or any required technical assistance to
accommodate the transfer would be billable charges to Client. Client shall provide advance
written notice to Tyler of any such transfer.
d) Client acknowledges and agrees that the Third Party Software Products and related
documentation are proprietary to the Developer and have been developed as trade secrets at the
Developer's expense. Client shall use best efforts to keep the Third Party Software Products and
related documentation confidential and to prevent any misuse, unauthorized use, or unauthorized
disclosure of the Third Party Software Products and related documentation by any party.
e) Client shall not perform decompilation, disassembly, translation or other reverse engineering
on the Third Party Software Products.
f) Client may make copies of the Third Party Software Products for archive purposes only. Client
will repeat any and all proprietary notices on any copy of the Third Party Software Products.
Client may make copies of the documentation accompanying the Third Party Software Products
for internal use only.
3. Delivery. Unless otherwise indicated in Exhibit 1 -Investment Summary, the prices for Third
Party Products include costs for shipment while in transit from the Developer or supplier to
Client.
4. Installation and Acceptance. Unless otherwise noted in Exhibit 1 -Investment Summary, the
Tyler Software Product installation fee includes installation of the Third Party Products.
5. Site Requirements. As agreed upon in advance, Client shall provide a reasonably suitable
environment, location and space for the installation and operation of the Third Party Products;
reasonably sufficient and adequate electrical circuits for the Third Party Products; and installation
of all required cables, and Tyler agrees to provide Client with a document in advance identifying
sufficient details of all such requirements.
6. Warranties.
a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party
Products.
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Dublin -Tyler Tech Contract 102908-1_No Redline
b) Tyler warrants that each Third Party Product shall be new and unused, and if Client fully and
faithfully performs each and every material obligation required of it under this Third Party
Product Agreement, Client's title or license to each Third Party Product shall be free and clear of
all liens and encumbrances arising through Tyler.
c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products.
As such, Tyler does not warrant or guarantee the condition or operating characteristics of the
Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments
that Tyler may receive from the Developer or supplier of the Third Party Products.
7. Maintenance.
a) In the event Client elects not to purchase through Tyler maintenance services on the Third
Party Products, or such maintenance services are unavailable, it shall be the responsibility of
Client to repair and maintain the Third Party Products and purchase enhancements as necessary
after acceptance as set forth in Article 4 of Section D.
b) In the event Client elects to purchase through Tyler maintenance services on the Third Party
Products, Tyler will facilitate resolution of a defect in a Third Party Product with the Developer.
c) In the event the Developer charges a fee for future Third Party Software Product release(s),
Client shall be required to pay such fee.
8. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the use of the Third Party Products. Tyler's liability for damages and
expenses arising out of this Third Party Product Agreement, whether based on a theory of
contract or tort, including negligence and strict liability, shall be limited to all fees paid or
payable for the Third party Product. Such prices are set in reliance upon this limitation of
liability.
Section E -General Terms and Conditions
1. Taxes. The fees set forth in Exhibit 1 -Investment Summary do not include any taxes,
including, without limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler
to the proper authorities and shall be reimbursed by Client to Tyler. In the event Client possesses
a valid direct-pay permit, Client will forward such permit to Tyler on the Effective Date of this
Agreement, in accordance with Article 15 of Section E General Terms and Conditions. In such
event, Client shall be responsible for remitting all applicable taxes to the proper authorities. If
tax-exempt, Client shall provide Tyler with Client's tax-exempt certificate. Notwithstanding the
foregoing, Client is not responsible for taxes: a) based upon the net worth, gross or net income of
Tyler; b) based upon the franchise of Tyler; c) based upon on any. equipment or software, other
than that which is licensed in this Agreement, which are owned or licensed by Tyler; or d) paid
by or for any employee of Tyler. Client reserves the right to review the tax charges and, in no
event will Client be liable to pay more than is appropriate or actually paid under applicable law.
Tyler will pass on to Client any tax refunds received with respect to Client's previous payment or
reimbursement of applicable taxes hereunder. Notwithstanding anything to the contrary in this
section E.1 of the Agreement, Consultant is solely responsible for the payment of employment
taxes incurred under this Agreement and any similar federal or state taxes.
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Dublin -Tyler Tech Contract 102908-1_No Redline
2. Invoices. Tyler shall submit invoices for all services provided pursuant to this Agreement,
including but not limited to Training & Installation, Data Conversion, Project Management, and
Other Professional Services, not more often than once a month during the term of this Agreement,
based on the cost for services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall be in the form of the sample invoice and Tyler shall also submit monthly reports n
in the form of the samples attached to this Agreement as Exhibit 12. Tyler shall provide a
separate notice when the total number of hours of work by Tyler and any individual employee,
agent, or subcontractor of Tyler reaches or exceeds 800 hours, which shall include an estimate of
the time necessary to complete the work described in Exhibit 6 -Statement of Work.
3. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties in this
Agreement, Client shall provide written notice to Tyler within thirty (30) calendar days of receipt
of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to provide
written clarification and details. Tyler shall provide a written response to Client that shall include
either a justification of the invoice or an adjustment to the invoice. Tyler and Client shall develop
a plan to outline the reasonable steps to be taken by Tyler and Client to resolve any issues
presented in Client's notice to Tyler. Client may only withhold payment of the amount actually in
dispute until Client agrees that Tyler has completed its action items outlined in the plan, with
such agreement not to be unreasonably withheld. Notwithstanding the foregoing, if Tyler is
unable to complete its actions outlined in the plan because Client has not completed its action
items outlined in the plan, Client shall remit full payment of the invoice.
b) Tyler reserves the right to suspend delivery of the invoiced services in the event Client fails to
pay an invoice not disputed as described above within thirty (30) calendar days of receiving
notice from Tyler that payment is overdue.
c) Tyler will not assess interest, late fees, or penalties on fees disputed as set forth in this Article.
4. Force Majeure. "Force Majeure" includes any acts or omissions of any civil or military
authority, acts of God, fires, earthquakes, acts of terrorism, strikes or other labor disturbances,
major equipment failures, fluctuations or non-availability of electrical power, heat, light, air-
conditioning or telecommunications equipment, or any other act, omission or occurrence beyond
either party's reasonable control. Neither party shall be liable for delays in performing its
obligations under this Agreement to the extent that the delay is caused by Force Majeure.
Force Majeure shall not be allowed unless:
a) Within five (5) business days of the occurrence of Force Majeure, the party whose performance
is delayed thereby shall make best effort to provide the other party or parties with written notice
explaining the cause and extent thereof, as well as a request for a time extension equal to the
estimated duration of the Force Majeure events.
b) Within ten (10) business days after the cessation of the Force Majeure event, the party whose
performance was delayed shall provide the other party written notice of the time at which Force
Majeure ceased and a complete explanation of all pertinent events pertaining to the entire Force
Majeure situation.
Either party shall have the right to terminate this Agreement if Force Majeure suspends
performance of scheduled tasks by one or more parties for a period of one hundred-twenty (120)
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Dublin -Tyler Tech Contract 102908-1_No Redline
or more days from the scheduled date of the task. This paragraph shall not relieve Client of its
responsibility to pay for undisputed services and goods provided to Client and expenses incurred
on behalf of Client prior to the effective date of termination.
In the event this Agreement is terminated prior to use of the Tyler Software Products in live
production, in accordance with this Article 3 of Section E due to a Force Majeure event affecting
Tyler, the source code held in escrow will be released to Client upon request, provided Client is a
beneficiary to Tyler's escrow agreement.
5. Indemnification.
Notwithstanding anything to the contrary in Section A, Article 6, Section B, Article 4, and
Section C, Article 7, Tyler shall indemnify defend with counsel selected by Client, and hold
harmless Client and its agents, officials, officers, volunteers and employees from and against any
and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any
personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal,
state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful
misconduct or negligent acts or omissions of Tyler or its employees, subcontractors, or agents, or
by acts for which they could be held strictly liable. The foregoing obligation of Tyler shall not
apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from
the negligence or willful misconduct of the Client or its officers, employees, agents, or volunteers
and (2) the actions of Tyler or its employees, subcontractor, or agents have contributed in no part
to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of
Tyler to indemnify and hold Harmless includes the duty to defend as set forth in Section 2778 of
the Califomia Civil Code. Acceptance by Client of insurance certificates and endorsements
required under this Agreement does not relieve Tyler from liability under this indemnification
and hold harmless clause. This indemnification and hold harmless clause shall apply to any
damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Tyler acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Tyler or any employee, agent, or subcontractor of Tyler providing services under
this Agreement is determined by a court of competent jurisdiction or the California Public
Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of
Client, Tyler shall indemnify, defend, and hold harmless Client for the payment of any employee
and/or employer contributions for PERS benefits on behalf of Tyler or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of Client.
6. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS
AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES,
AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY
DISCLAIMED BY TYLER.
7. Dispute Resolution. Should a dispute arise with respect to this Agreement, Client will notify
Tyler immediately in writing. If Tyler and Client cannot resolve a dispute within thirty (30)
calendar days following notification in writing by either party of the existence of said dispute,
then the following procedure shall apply:
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Dublin -Tyler Tech Contract 102908-1_No Redline
a) Each party shall appoint one (1) person to act as an impartial representative. The appointed
individual shall be of sufficient knowledge and experience to understand and deal with the
dispute but shall not be a person assigned to the project. The set of four (4) individuals consisting
of Tyler's Project Manager for this project, Client's Project Manager for this project, and the two
(2) appointees is called a Dispute Resolution Group.
b) The Dispute Resolution Group shall convene no later than twenty-one (21) calendar days after
the expiration of the thirty (30) calendar day period referenced above and shall meet for a
minimum of four (4) four (4) hour sessions during the subsequent four (4) business days, unless
otherwise mutually agreed. Any resolution shall be in writing and signed by both parties. Such
resolution shall constitute a binding amendment to the Agreement.
In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the
dispute will be referred to non-binding mediation. Thereafter, either party may assert its other
rights and remedies under this Agreement within a court of competent jurisdiction.
Nothing in this Section shall prevent a party from applying to a federal or state court of
competent jurisdiction to obtain injunctive relief pending resolution of the dispute through the
dispute resolution procedures set forth herein.
1 ~ ~ ~~~~
8. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit
of Tyler and Client. No third party shall be deemed a beneficiary of this Agreement, and no third
party shall have the right to make any claim or assert any right under this Agreement.
9. Governing Law and Venue. For the purposes of this Agreement, governing law, jurisdiction
and venue for any dispute shall be vested exclusively~in the state courts of California in the
County of Alameda or in the United States District Court for the Northern District of California.
10. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with
respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. Client hereby
acknowledges that in entering into this Agreement it did not rely on any information not
explicitly set forth in this Agreement.
11. Severability. If any term or provision of this Agreement or the application thereof shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
12. Modification. This Agreement may only be modified by written amendment signed by
authorized representatives of both parties.
13. Termination.
a) Termination for Convenience. In the event of Client's termination of this Agreement for
convenience, Client shall provide Tyler with thirty (30) days' advance written notice of Client's
intent to terminate this Agreement. Client shall pay Tyler for products, services and expenses not
in dispute which were delivered or incurred prior to the date Tyler received Client's notice of
termination. Payment for products, services, and expenses in dispute will be determined in
accordance with the dispute resolution process.
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Dublin -Tyler Tech Contract 102908-1 _No Redline
b) Termination for Cause. In the event of Tyler's failure to perform under this Agreement, Client
shall immediately notify Tyler in writing of such failure and allow Tyler a thirty (30) day period
in which to cure such failure. If, at the end of the cure period, Tyler has not cured such failure,
Client will have the right to terminate this Agreement. Upon such termination, Client shall pay
Tyler for all products, services, and expenses not in dispute which were delivered or incurred
prior to the date Tyler received Client's notice of termination. Payment for products, services,
and expenses in dispute will be determined in accordance with the dispute resolution process.
c) Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled. The court may set such fees in the same action or in a separate action brought for
that purpose.
Upon termination of this Agreement, Tyler will return to Client all documents owned by Client.
14. Approval of Governing Body. Each party represents and warrants to that this Agreement
has been approved by its governing body and is a binding obligation.
15. No Assignment. Neither party may assign its rights and responsibilities under this
Agreement without the other party's prior written permission, not to be unreasonably withheld,
except. that Tyler may, without the prior written permission of Client, assign this Agreement in its
entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially
all of Tyler's assets.
16. Notices. All notices or communications required or permitted as a part of this Agreement
shall be in writing (unless another verifiable medium is expressly authorized) and shall be
deemed delivered when:
a) Actually received,
b) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the
party, or
c) Upon receipt by sender of proof of email delivery.
Consequences to be borne due to failure to receive a notice due to improper notification by the
intended receiving party of a new address will be borne by the intended receiving party. The
addresses of the parties to this Agreement are as follows:
Tyler Technologies, Inc.
370 U.S. Route 1
Falmouth, ME 04105
Attention: Contracts Manager
Client:
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: Ci , Manager
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Dublin -Tyler Tech Contract 102908-1_No Redline
With a copy to the City of Dublin attorney at:
17. Independent Contractor. At all times during the term of this Agreement, Tyler shall be an
independent contractor and shall not be an employee of Client. Client shall have the right to
control Tyler only insofar as the results of Tyler's services rendered pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise Client shall not
have the right to control the means by which Tyler accomplishes services rendered pursuant to
this Agreement. Notwithstanding any other Client, state, or federal policy, rule, regulation, law,
or ordinance to the contrary, Tyler and any of its employees, agents, and subcontractors providing
services under this Agreement shall not qualify for or become entitled to, and hereby agree to
waive any and all claims to, any compensation, benefit, or any incident of employment by Client,
including but not limited to eligibility to enroll in the California Public Employees Retirement
System (PERS) as an employee of Client and entitlement to any contribution to be paid by Client
for employer contributions and/or employee contributions for PERS benefits.
Except as Client may specify in writing, Tyler shall have no authority, express or implied, to act
on behalf of Client in any capacity whatsoever as an agent. Tyler shall have no authority, express
or implied, pursuant to this Agreement to bind Client to any obligation whatsoever.
18. Insurance. Before beginning any work under this Agreement, Tyler, at its own cost and
expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the work
hereunder by the Tyler and its agents, representatives, employees, and subcontractors. Tyler shall
provide proof by means of insurance certificates or endorsements, as applicable, to Client of such
insurance that meets the requirements of this section and under forms of insurance satisfactory in
all respects to the Client. Tyler shall maintain the insurance policies required by this section
throughout the term of this Agreement. The cost of such insurance shall be included in Tyler's
bid. Tyler shall not allow any subcontractor to commence work on any subcontract until Tyler
has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof
to Client. Verification of the required insurance shall be submitted and made part of this
Agreement prior to execution.
a) Workers' Compensation. Tyler shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Tyler. The Statutory Workers' Compensation Insurance and
Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Tyler may rely on aself-insurance
program to meet those requirements, but only if the program of self-insurance complies fully with
the provisions of the California Labor Code. Determination ofwhether aself-insurance program
meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or Tyler, if a program of self-insurance is
provided, shall waive all rights of subrogation against the Client and its officers, officials,
employees, and volunteers for loss arising from work performed under this Agreement.
The insurance certificate shall state that "SHOULD ANY OF THE ABOVE
DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING INSURER WILL MAIL 30 DAYS WRITTEN NOTICE TO THE
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- h Contract 102908-1 No Redline
Dublin Tyler Tec _
CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS
AGENTS OR REPRESENTATNES."
b) Commercial General and Automobile Liability Insurance.
i) General requirements. Tyler, at its own cost and expense, shall maintain commercial
general and automobile liability insurance for the term of this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage
for risks associated with the work contemplated by this Agreement. If a Commercial General
Liability Insurance or an Automobile Liability form or other form with a general aggregate limit
is used, either the general aggregate limit shall apply separately to the work to be performed
under this. Agreement or the general aggregate limit shall be at least twice the required occurrence
limit. Such coverage shall include but shall not be limited to, protection against claims arising
from bodily and personal injury, including death resulting therefrom, and damage to property
resulting from activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
ii) Minimum scope of coverage. Commercial general coverage shall be at least as broad
as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)
or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
iii) Additional requirements. Each of the following shall be included in the insurance
coverage or added as an endorsement to the policy:
• Client and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to Tyler's Commercial
General Liability coverage. The coverage shall contain no special
limitations on the scope of protection afforded to Client or its officers,
employees, agents, or volunteers.
• The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
• Coverage is primary insurance with respect to the Client and its officers,
officials, employees and volunteers for claims for personal injury and
property damage caused by Tyler's negligence or willful misconduct,
and that no insurance or self-insurance maintained by the Client shall be
called upon to contribute to a loss under such coverage.
• Any failure of Tyler to comply with reporting provisions of the policy
shall not affect coverage provided to Client and its officers, employees,
agents, and volunteers.
• The insurance certificate shall state that "SHOULD ANY OF THE
ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
16
Dublin -Tyler Tech Contract 102908-1_No Redline
~~~~
~;
EXPIItATION DATE THEREOF, THE ISSUING INSURER WILL
MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE
HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO
SHALL IMPOSE NOTOBLIGATION OR LIABILITY OF ANY KIND
UPON THE INSURER, ITS AGENTS OR REPRESENTATNES."
c) Professional Liability Insurance. Tyler, at its own cost and expense, shall maintain for the
period covered by this Agreement professional liability insurance for licensed professionals
performing work pursuant to this Agreement in an amount not less than ONE MII.,LION
DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
i. Any deductible or self-insured retention shall not exceed $500,000 per claim.
ii. The insurance certificate shall state that SHOULD ANY OF THE ABOVE
DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING INSURER WILL MAIL 30 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS
AGENTS OR REPRESENTATNES."
iii. The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
• The retroactive date of the policy must be shown and must be before the date of
the Agreement.
• Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
• If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the date of this Agreement,
Tyler must provide extended reporting coverage for a minimum of five years after
completion of the Agreement or the work.
• A copy of the claim reporting requirements must be submitted to the Client prior
to the commencement of any work under this Agreement.
d) All Policies Requirements.
i. Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A: VII.
ii. Verification of coverage. Prior to beginning any work under this Agreement, Tyler
shall furnish Client with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf.
iii. Subcontractors. Tyler shall include all subcontractors as insureds under its policies or
shall furnish separate certificates and endorsements for each subcontractor. All coverages for
17
a i ~~
Dublin -Tyler Tech Contract 102908-1_No Redline
subcontractors shall be subject to all of the requirements stated herein.
iv. Deductibles and Self-Insured Retentions. Tyler shall disclose to Client the self-
insured retentions and deductibles before beginning any of the services or work called for by any
term of this Agreement.
v. Notice of Reduction in Coverage or Cancellation of Coverage. In the event that any
coverage under Worker's Compensation, Commercial General, or Automobile Liability required
by this section is cancelled, reduced, limited, or materially affected in any other manner, Tyler
shall provide written notice to Client at Tyler's earliest possible opportunity and in no case later
than thirty (30) days after Tyler is notified of the change in coverage.
e) Remedies. In addition to any other remedies Client may have if Tyler fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, Client may, at its sole option exercise any of the following remedies, which are
alternatives to other remedies Client may have and are not the exclusive remedy for Tyler's
breach:
• Order Tyler to stop work under this Agreement or withhold any payment that becomes
due to Tyler hereunder, or both stop work and withhold any payment, until Tyler
demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement after following the provisions of Section E, Article 13 of this
Agreement.
f) Acceptance of insurance certificates and endorsements required under this Agreement does not
relieve Tyler from liability under the indemnification and hold harmless provisions contained in
Sections A.5 or E.5 of this Agreement. The indemnification and hold harmless provisions shall
apply whether or not such insurance policies shall have been determined to be applicable to any
of such damages or claims for damages
19. Confidentiality. Both parties recognize that their respective employees and agents, in the
course of performance of this Agreement, may be exposed to confidential information and that
disclosure of such information could violate rights to private individuals and entities. Each party
agrees that it will not disclose any confidential information of the other party and further agrees to
take appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein shall survive the termination or cancellation of this Agreement for a
period of two (2) years. This obligation of confidentiality shall not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise, except by
breach of this Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure or was developed independently of such confidential information ;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to Freedom of Information Act requests or required to be disclosed to any court,
government authority, regulatory authority, or pursuant to requirement of law, only to the extent
18
Dublin -Tyler Tech Contract 102908-1_No Redline
~~a~
disclosure is required by law provided, however, that the receiving party shall give prompt notice
of the service of process or other documentation that underlies such requirement and use its best
efforts to assist the disclosing party if the disclosing party wishes to obtain a protective. order or
otherwise protect the confidentiality of such confidential information. The disclosing party
reserves the right to obtain protective order or otherwise protect the confidentiality of its
confidential information.
20. Nondiscrimination. Tyler shall not discriminate, on the basis of a person's race, religion,
color, national origin, age, physical or mental handicap or disability, medical condition, marital
status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs
provided by Tyler under this Agreement. Tyler shall comply with all applicable federal, state,
and local laws, policies, rules, and requirements related to equal opportunity and
nondiscrimination in employment, contracting, and the provision of any services that are the
subject of this Agreement, including but not limited to the satisfaction of any positive obligations
required of Tyler thereby.
Tyler shall include the provisions of this Subsection in any subcontract approved by the Contract
Administrator or this Agreement.
21. Subcontractors. Tyler shall not subcontract any services under this Agreement without
Client's prior written permission, not to be unreasonably withheld.
22. Non-appropriation. If Client should riot appropriate or otherwise make available funds
sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other
means of performing the same functions of such products, Client may unilaterally terminate this
Agreement only upon thirty (30) days written notice to Tyler. Upon termination, Client shall
remit payment for all products and services not in dispute delivered to Client and all expenses not
in dispute incurred by Tyler prior to Tyler's receipt of the termination notice. Payment for
products, services, and expenses in dispute will be determined in accordance with the dispute
resolution process.
23. Shipping. Delivery of all Tyler and Third Party Software Products, documentation and
supporting material shall be electronically transmitted by Tyler. Delivery of Third Party
Hardware Products shall be F.O.B. shipping point.
24. During the period beginning with the Effective Date hereof and ending one (1) year after the
completion of implementation, neither party nor its Affiliates shall solicit for employment any
existing employee of the other. For purposes of this paragraph the term "Affiliate" shall be
deemed to include any person or entity which is directly or indirectly: i) owned or controlled by
the party in question; ii) owns or controls such party or is iii) owned or controlled by any person
or entity described in clause ii) of this sentence. Notwithstanding the above, there shall be no
restriction on soliciting or hiring the other party's personnel, and no payment to them if
employees are solicited, hired or used as contractors after they leave the other party's
employment, or if a mutually acceptable written agreement between both parties is made prior to
any employment offers being made.
19
Dublin -Tyler Tech Contract 102908-1_No Redline
25. Payment Terms.
a. Tyler Software Product Phases
Phase I
General Ledger, Accounts Payable, Purchasing
Advanced Budgeting
Project Accounting
Report Views (SQL) Data Dictionaries
Tyler Standard Forms
Phase II
Parcel Manager
Permits & Inspections
Licensing
Web -Extensions -Permits and Inspections
Web -Extensions -Licensing
Mobile Permits Extensions
Phase III
Fixed Assets
Accounts Receivable
Contract Management
GASB34
Tyler Output Processor.
Tyler Content Manager
Executive Dashboard -EDEN Portal
Phase IV
Human Resources
Payroll
Position Budgeting
Web Extension -Human Resources
California State Package
b) Client will pay. $50,821.88 upon execution of this Agreement that equals 25% of the
Application Software License Fees for all phases.
c) Client will pay $101,643.75 upon delivery of the software products that equals 50% of the
Application Software License Fees for all phases
a3~ g7
d) Client will pay upon delivery of the following Third Party software products the amount that
equals 100% of the Third Party Software Product Fees of the delivered Third Party Software
Product:
EDEN Integrated Cashiering - $29,500
Crystal Reports - $7,794
MapObjects Runtime - $800
20
~~}~ ~~
Dublin -Tyler Tech Contract 102908-1_No Redline
e) Client will pay upon delivery of the following Third Party software products the amount that
equals 100% of the Year 1 Third Party Product Maintenance Fees of the delivered Third Party
Software Product:
EDEN Integrated Cashiering - $9,750
Crystal Reports - $2,693
f) Client will pay $16,218.75 that equals 25% of the Phase I Application Software License Fees
upon verification of the Tyler Software Products in accordance with Article 3 of Section A.
Unless the Tyler Software Products fail verification, this period shall not exceed ninety (90) days
after delivery.
g) Client will pay to Tyler upon Initiation ("Initiation" is defined as the first day of training in a
particular phase) of Phase I, not to exceed the date set forth for Initiation of Phase I in the
mutually developed implementation plan:
100% of the first annual Phase I Application Software Maintenance Fees ($16,340) -
Note: Tyler will invoice Client such fees prorated through the end of the then current calendar
year
h) Client will pay to Tyler upon Initiation of Phase II, not to exceed the date set forth for
Initiation of Phase II in the mutually developed implementation plan:
25% of the Phase II Application Software License Fees ($11,287.50)
100% of the first annual Phase II Application Software Maintenance Fees ($13,110) -
Note: Tyler will invoice Client such Application Software Maintenance Fees prorated
through the end of the then current calendar year
i) Client will pay to Tyler upon Initiation of Phase III, not to exceed the date set forth for
Initiation of Phase III in the mutually developed implementation plan:
25% of the Phase III Application Software License Fees ($14,765.63)
100% of the first annual Phase III Application Software Maintenance Fees ($15,750) -
Note: Tyler will invoice Client such Application Software Maintenance Fees prorated
through the end of the then current calendar year
j) Client will pay to Tyler upon Initiation of Phase IV, not to exceed the date set forth for
Initiation of Phase IV in the mutually developed implementation plan:
25% of the Phase III Application Software License Fees ($8,550)
100% of the first annual Phase III Application Software Maintenance Fees ($9,510) -
Note: Tyler will invoice Client such Application Software Maintenance Fees prorated
through the end of the then current calendar year
k) In the event the parties mutually agree to change the modules in the phases stated above, the
actual payment amounts in Section E, Article 24g - 24j shall be adjusted to reflect such changes.
1) Client will pay within 30 days of receipt of the invoice provided delivery has been made:
$6,840 Receipt Printer Cashiering Hardware, $1,000 Electronic Cash Drawer Cashiering
Hardware, and $500 Magnetic Strip Reader Cashiering Hardware. Prices do not include
applicable taxes.
m) Prices do not include travel expenses, subject to Article 2(e) of Section B.
n) Training & Installation, Data Conversion, Project Management, and Other Professional
Services, plus expenses, are billed, if provided/incurred, on a monthly basis, and are due and
21
Dublin -Tyler Tech Contract 102908-1_No Redline
as~~~
payable thirty (30) days after receipt of invoice. Notwithstanding the foregoing, Client will retain
the following Service fees: First four hundred six (406) services hours as set forth in the
Investment Summary ($50,750) provided to Client are payable on the earlier of sixty (60) days
from the date set forth in the implementation plan for the first productive use of all phases of
Tyler Software Products ("Live Production") or the first day of Live Production of all phases of
Tyler Software Products, unless Live Production of the Tyler Software Products is postponed by
Tyler's failure to perform, or the Tyler Software Products do not perform as warranted, in which
event the associated payment will be postponed the corresponding number of days.
26. Minimum Maintenance Period and Successor Products. Provided the Client pays annual
maintenance fees, Tyler will provide maintenance services on the Tyler Software Products for at
least seven (7) years from the Effective Date of this Agreement.
As long as Client maintains a continuous maintenance agreement as set forth in Section C with
Tyler for each of the Tyler Software Products and (i) in the event a Tyler Software Product is no
longer supported, and (ii) Tyler or its parent company makes available successor software
products (e.g., software products based on a new technical architecture) ("Successor Products")
with substantially similar price, features, and functionality to the Tyler Software Product within
seven (7) years from the Effective Date of this Agreement, then Client, at its sole discretion, may
transfer the Tyler Software Product to the Successor Products, for no additional license fees.
Notwithstanding anything to the contrary herein, in the event Client elects to transfer the Tyler
Software Product to the Successor Products per this section, Client shall pay the then-current
maintenance fees for the Successor Products and fees for services and third party hardware and
software associated with the transfer to the Successor Products, at the rate(s) charged to other
Tyler clients.
28. Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Client and Tyler shall survive the
termination of this Agreement.
29. Keeping and Status of Records.
a) Tyler's Books and Records. Tyler shall maintain any and all ledgers, books of account,
invoices, vouchers, canceled checks, and other records or documents evidencing or relating to
charges for services or expenditures and disbursements charged to the Client under this
Agreement for a minimum of three (3) years, or for any longer period required by law, from the
date of final payment to the Tyler to this Agreement.
b) Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Tyler to maintain shall be made available for inspection, audit, and/or
copying at any time during regular business hours, upon oral or written request of the Client.
Under California Government Code Section 8546.7, if the amount of public funds expended
under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall
be subject to the examination and audit of the State Auditor, at the request of Client or as part of
any audit of the Client, for a period of three (3) years after final payment under the Agreement.
30. No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term of this
Agreement.
22
Dublin - T ler Tech Contract 102908-1 No Redline ~~ ~~
Y _ t
31. Conflict of Interest. Tyler may serve other clients, but none whose activities within the
corporate limits of Client or whose business, regardless of location, would place Tyler in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Tyler shall not employ any Client official in the work performed pursuant to this Agreement. No
officer or employee of Client shall have any financial interest in this Agreement that would
violate California Government Code Sections 1090 et seq.
32. Solicitation. Tyler agrees not to solicit business from third parties at any meeting, focus
group, or interview related to this Agreement, either orally or through any written materials.
33. Contract Administration. This Agreement shall be administered by
("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his or her designee.
IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this
Agreement.
Tyler Technologies, Inc.
City of Dublin
By. By:
Name: Name: Joni Pattillo
Title: Title: Ci Manager
Date: Date:
23
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Exhibit 1-Investment Summary
Agreement Between Tyler Technologies, Inc
And City of Dublin, California
November 4, 2008
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Dublin -Tyler Tech Contract 102908-1_No Redline
Exhibit 2 -Verification Test
,1;:)
The Verification Test will be conducted after the Tyler Software Products are installed and before
they are implemented. The Verification Test is performed using the Tyler sample database. Such
database contains general information applicable to all Tyler clients. As such, the Verification
Test will not demonstrate Client-specific functionally. Rather, the Verification Test will confirm
that the Tyler Software Products are installed and performing baseline functions.
Client:
Contact:
Date:
Financial Products
1. View general ledger accounts form
2. View budget documents
3. View accounts payable vendor form
4. Find purchase orders in purchase order inquiry
5. View inventory item form
6. View fixed assets form
7. View projects form
(Initial)
View accounts receivable customers form
Customer Information System Products
1. View fee schedule with rate tables
2. View utility billing account form
3. View utility billing customer form
4. View parcels form
5. View license form
6. View permits form
(Initial)
Personnel Products
1. View employee form
2. View position form.
3. View deduction codes
4. View pay type codes
5. View shift calendars
(Initial)
25
~~~
Dublin -Tyler Tech Contract 102908-1_No Redline (((..~~~///
~'' ,
Exhibit 3 -Business Travel Policy
Airfare
All airfare will be booked Economy Class, with best efforts to make reservations 2 - 4
weeks in advance for best pricing. All air tickets will be booked "non refundable" to
minimize ticket costs. If change fees or other additional charges are incurred as a result
of Client rescheduling, cancellations, or other factors that impact the planned dates for a
trip, the Client will be billed for those charges.
Airport Parking
Client is billed for the cost of on-airport long term parking costs incurred while staff is
traveling to client site.
Mileage
Federal Government Rate
Tyler employee mileage to the airport, train terminal, etc. for the client trip will
be billed at the IRS designated reimbursement rate per mile. Actual mileage for
the employee travel to the site will be billed at the IRS rate if not traveling by air,
rail, etc.
Airport Shuttle
If Tyler employee uses the service of an airport shuttle, this amount will not exceed the
standard rate for airport parking (as noted above) plus mileage to and from the airport.
Car Rental
Tyler has negotiated rates with national automobile rental companies to minimize car
rental fees. Actual cost of car rental, taxes, refueling costs etc. will be billed to the
Client.
Hotel/Motel
When possible, Tyler will stay at hotels/motels recommended by Client. Otherwise Tyler
employees will stay at medium-class hotels/motels (less than 4 stars) when available. 4
or 5 Star hotels/motels may be selected if, during promotional times, prices can be
negotiated at rates similar to 3 star facilities.
Meals
Federal daily per diem rate for Client location will apply. Per diem will include travel
time to and from the Client location.
Miscellaneous
All direct expenses not included above will be billed to the Client. This includes but is
not limited to such items as Internet connectivity (if not included free in the cost of hotel)
and any other incidentals such as copies, supplies, road tolls, local parking fees, etc.
directly related to time spent on site.
Tyler will work with Client to develop a mutually agreed upon travel plan in advance.
26
~~~,
~~~1
Dublin -Tyler Tech Contract 102908-1_No Redline ~"
Exhibit 4 -Data Conversion Process
Conversion Assistance
Tyler will generally convert relevant and useful data from a client's legacy system as a part of the
conversion/installation process. The Investment Summary contains an estimated cost for the
project. This estimate is based on Tyler's experience in performing similar successful data
conversions over the past twenty years. Client will be billed for actual conversion services
provided by Tyler.
Tyler has developed the following proven strategy for converting data from legacy systems into
Tyler's database structure.
• A project coordinator is assigned to Client once the Agreement is executed.
• The project coordinator works with Client to schedule consultation meetings (or site visits if
necessary) in accordance with the data conversions for each module.
• Tyler provides detailed conversion data specification documents to Client's technical staff.
• Tyler's conversion specialists consult with Client's technical staff and provide file
specifications to enable Client's technical staff to prepare and provide the conversion data in
the necessary format. If requested by Client, Tyler will determine if Tyler can gather the data
itself and assist in converting it into Tyler's data specifications (referred to as astart-to-finish
conversion for an additional fee). Otherwise, Tyler's standard conversion method requires
Client to provide Tyler with the extract of the required data in accordance with Tyler's data
specifications and in the technical format specified below. Data must be "in balance" in
order to proceed with the conversion process.
• Client provides Tyler with the first instance of data on or before a scheduled date. Tyler
inspects and verifies the accuracy of the data. Data may require additional "clean-up" by
Tyler's technical staff or Tyler may require Client to provide Tyler with new data files. Once
the data is considered accurate, Tyler converts the data into Tyler's database schema. This is
typically done using conversion programs written and maintained by Tyler's technical staff.
27
Dublin -Tyler Tech Contract 102908-1_No Redline
~~ ~1
~~
Depending on the accuracy and conformance of the data provided by Client, Tyler may repeat
the conversion process up to two times, in order to provide accurate and balanced data before
Client uses the Tyler Software Products in live production. On the more complicated Tyler
Software Products, Tyler typically plan for an initial conversion to be aligned with the "set
up" of the Tyler Software Product, refinement of the conversion during system testing, and
then a final conversion for parallel processing and use of the Tyler Software Product in live
production.
During the entire process, a Tyler conversion specialist is assigned to each Tyler Software
Product that is receiving converted data. This person will be responsible for working with
Client to analyze and convert data, support Tyler's Implementation Consultant while on-site,
and fix data problems using the available tools. Once Client uses the Tyler Software
Products in live production, Client is officially transitioned to Tyler's Technical Support
organization.
File Formats
There will typically be multiple conversion files for each module. Conversion import files may
be provided in one of the following formats: 1) ASCII pipe "~" delimited text file, 2) Non
Formatted Microsoft Excel Worksheet, or 3) Microsoft Access database.
The import files must adhere to the following characteristics:
• ASCII character content: The data must contain only printable ASCII characters. Control
characters, non-printable characters, or "packed" data fields are. not allowed.
• One record per line or row: Each line or row constitutes a single record or row of data.
ASCII Pipe Delimited Text File:
Data may be provided as ASCII pipe delimited text files with variable length data separated by a
"~" ("pipe") character. Variable length records contain fields that are only as wide as the data
requires (there are no leading or trailing spaces between data in each field). Files should be
stored using the ".txt" file extension. Fields containing a Null value should have two adjacent
pipe delimiter characters "~~" representing the start of the current field and the start of the next
field; it is not necessary to fill the field with spaces.
Microsoft Excel Worksheet:
Data may be provided as a Microsoft Excel Worksheet with one worksheet representing one
conversion file. All conversion files may be stored in one Microsoft Excel file as separate
worksheets in the same ".xls" file extension. Worksheets cannot contain macros or data links.
Each worksheet must adhere to the file specifications with the first row containing the header
column information and each subsequent row representing one record of data.
28
Dublin -Tyler Tech Contract 102908-1_No Redline
Microsoft Access Database:
~~~~
~~~
Data may be provided as a Microsoft Access Database with each conversion file defined as a separate table.
Table names should adhere to the file names minus the ".txt" extension. Upon request, a Microsoft Access
Database maybe supplied with all conversion tables pre-defined.
Assum Lions
The conversion service fees listed in the Investment Summary are based upon the following assumptions:
• The conversion estimate includes conversion of financial data for one client. The conversion includes the
current and previous fiscal year for each Tyler Software Product, unless otherwise noted.
• Client is responsible for extracting the "convert-from" data files from its systems, formatting it into Tyler's
provided data specifications, and providing it in one of the acceptable technical formats.
• Tyler will convert the chart of accounts, organization titles, funds, account balances, and account activity on
both an annual and per-period basis for every fiscal year converted, including budgets.
• For the accounts payable/purchasing conversion, Tyler will convert vendor and vendor balance information,
and outstanding check history
• Purchase orders, outstanding invoices, security setups, requisition queues, requisitions, vendor ship-to, and
vendor bill-to addresses are not included in the standard general ledger/accounts payable/purchasing
conversion.
• The conversion estimate for accounts receivable includes conversion of accounts receivable customer
identifying information (customer number, name, addresses, and billing codes) and current accounts
receivable open items (customer number, account number, due date, amount owed). The accounts
receivable conversion does not include history.
• The conversion estimate for project/grant accounting includes conversion of the project strings, materials
history, labor history, and project balances. This conversion includes up to five fiscal years of project
accounting data.
• The conversion estimate for fixed assets includes conversion of fixed asset number and type, depreciation
information, distribution information, asset class information, and improvement information.
• The payroll/position control conversion estimate includes conversion of payroll data for one client. For the
payroll conversion, Tyler will convert employee and position information, grade and step tables, employee
benefit and deduction information, direct deposit accounts, employee leave balances, and the current year's
employee paycheck history. Previous year's payroll check history, job costing numbers, and job costing
history, are not included in the standard payroll/position control conversion.
• The special assessments conversion estimate includes assessment district information (assessment types,
ordinance numbers, and descriptions), assessment specific information (owners, assessed amounts, and
balances due), and transaction specific information (bills, receipts, and their associated amounts). Fee
structures are not included in the conversion.
29
Dublin -Tyler Tech Contract 102908-1_No Redline
35~ g-I
The estimate for parcels conversion includes basic parcel information consisting of addresses, owners,
assessments and zoning, along with building information (addresses, owners), business information
(addresses, owners, insurance) and professional information (surveyors, architects, engineers).
The permit conversion estimate includes permit address, owner, applicant, and lender. All legacy fees need
to be combined into a'total fees' code representing the summation of all fees on a permit.
• The licensing module conversion estimate includes occupational information (mailing information, phone,
email, tenants, lessees), and account information (numbers, fees, deposits). Fee structures are not included
in the conversion.
The utility billing conversion estimate includes customer information (mailing information, phone, email for
owners, tenants, lessees, lenders, property managers, escrows, etc.), service location addresses, account
information (numbers, services, fees, deposits), meter information (number, location, measurement of the meter,
radio frequency), and history (meter reads and consumption, bills, receipts, billing adjustments, receipt
adjustments). Fee structures and service orders. are not included in the conversion.
30
.~ ~^ g "I
Exhibit 5 -Definitions
1. Affiliates: Client's customers, suppliers, related entities, and governmental and
regulatory entities.
2. Third Party,Products: Eden Integrated Cashiering, Crystal Reports, MapObjects,
Cashiering Hardware.
~,„' ~` '' a ~ l
EXHIBIT 6
Statement of Work
Far an Enterprise Resource Planning System Project
Prepared by Tyler Technologies, Inc.
For an EDEN Implementation at
City of Dublin, California
Statement of Work
Ct3I1~~IlILS
of Dublin -Enterprise Resource Planning Projec~~
EXECUTIVE SUMMARY ........................................................................................................4
1.1 Objective of the Project ..................................................................................................4
1.2 Project Timeline/High Level Project Plan :.......................................................................4
1.3 Project Roles &Responsibilities :....................................................................................6
......8
S
DATA CONV ...........................................
ERSION AND CUSTOMIZATION .........................
1.4 Data Conversion .......................................................................... ..................................8
1.4.1 Data Conversion Methodology ......................................................... ...................................... 8
1.4.1.1 Data Conversion Responsibilities/Formats ............................................ .......................................... 8
1.4.1.2 Required File Formats ............................................................................. .......................................... 9
1.4.1.3 Proposed Data Conversion Services for the City of Dublin .................... .......................................... 9
1.5 Program Modification Processes .................................................. ................................10
1.5.1 Modifications Outlined in the Demonstration .................................... .................................... 11
1.5.2 Additional Custom Reports ............................................................... .................................... 12
1.5.3 EDEN Standard Forms ..................................................................... .................................... 12
1.5.4 EDEN /Active Networks -CLASS Import ......................................... .................................... 13
1.5.5 EDEN /Check Reconciliation Process ...........:................................. .................................... 13
1.5.6 California State Reporting Package............,.. ................................... .................................... 13
IMPLEMENTATION METHODOLOGY, STAFFING. ANDIWORK PLAN .........................................15
1.6 The Implementation Team ............................................. .............................................. 15
1.6.1 Duties of Team Members ............................,....................... ................................................... 15
1.6.1.1 City of Dublin Responsibilities .............................................. ......................................................... 15
1.6.1.2 Project Manager(s) ................................................................. ......................................................... 15
1.6.1.3 System Administrator and Technical Engineer(s) .................. ......................................................... 16
1.6.1.4 Functional Leaders ........................................'......................... ......................................................... 16
1.6.1.5 End User ..........................................:..................................... ......................................................... 17
1.6.1.6 Decentralized User ................................................................. ......................................................... 17
1.6.2 Tyler Team Member Responsibilities ............................... .......:............................................ 18
1.6.2.1 Tyler Project Manager ........................................................... ......................................................... 18
1.6.2.2 Implementation Consultants .................................................. ......................................................... 18
1.6.2.3 Conversion and Forms Engineers (ITS) ................................. ......................................................... 18
1.6.2.4 Systems Engineer ................................................................... ......................................................... 19
1.7 The Implementation Plan ............................................... .............................................. 19
1.7.1 Implementation Details ..................................................... .................................................... 19
1.7.2 Implementation Approach ................................................. .................................................... 19
1.7.2.1 Assumptions, Scope, and Benefits ......................................... ......................................................... 20
1.7.2.2 Implementation Features ........................................................ ......................................................... 20
1.7.3 Project Management Approach ........................................ .................................................... 20
1.7.4 Parallel Testing Procedures .............................................. .................................................... 21
1.8 Implementation Schedule, Roles, and Level of Effort ..... .............................................. 21
1.8.1 Modules &Products .......................................................... .................................................... 21
1.8.2 System Services ............................................................... .................................................... 22
1.8.3 Financials .......................................................................... .................................................... 23
1.8.4 Personnel .......................................................................... .................................................... 24
1.8.5 Citizen Services ................................................................ .................................................... 25
1.8.6 EDEN and Other Services ................................................ .................................................... 26
1.9 Pro ject Phases Defined .................................................. .............................................. 28
1.9.1 System Services Phase .................................................... .................................................... 28
1.9.2 Financials Phase ............................................................... ~.................................................... 30
Statement of Work
;~ 4 ~. ~
~ ~ ~ ~" t~
of Dublin -Enterprise. Resource Planning ProJect~
1.9.2.1 Core Financials and Requisitioning ......................................................... ....................................... 30
1.9.2.2
J g ...................................................................................
Project Accountin
....................................... 32
1.9.2.3 Budget Preparation ........................................:.......................................... ....................................... 33
1.9.2.4 Contract Management ............................................................................. ........................................ 34
1.9.2.5 Accounts Receivable ............................................................................... ....................................:... 34
1.9.2.6
g ...........................................................................
EDEN Core Cashierin ..........:....................:........ 35
1.9.2.7 Fixed Assets ............................................................................................ ........................................ 36
1.9.2.8 GASB 34 ................................................................................................. ........................................ 37
1.9.3 Personnel Phase ............................................................................... .................................... 38
1.9.3.1 Payroll, Human Resources and Position Budgeting ................................ ........................................ 38
1.9.3.2 Web Extension Products [Personnel] ...................................................... ........................................ 39
1.9.4 Citizen Services Phase ..................................................................... .................................... 41
1.9.4.1 Parcel Manager and Permits & Inspections ............................................ ........................................ 41
1.9.4.2
g .................................................................................................
Licensin ...'
.................................... 42
1.9.4.3 Web Extension Products [Citizen Services] ............................................ ........................................ 43
1.9.5 Eden & Other Services Phase .......................................................... .................................... 44
1.9.5.1 Project Management ............................................................................... ........................................ 44
1.9.5.2 Crystal Reports ........................................................................................ ........................................ 44
1.9.5.3 Tyler Output Processor ........................................................................... ........................................ 45
1.9.5.4 Tyler Content Manager LE ..................................................................... ........................................ 46
~ ~}
~~ (~
Statement of Work City, ofDublin -Enterprise Resource Planning Project ~
Executive Summary
The project objective is the successful implementation of the EDEN Enterprise Resource Planning Solutions at the
City of Dublin with Tyler. Technologies and the City of Dublin working in partnership to accomplish this goal.
Successful implementation of a computer system is the result of a number of factors related to a Partnership
Approach to doing business:
• Setting Realistic Expectations and Meeting Them
• Understanding the Roles and Responsibilities for the City of Dublin and Tyler
• Allotting proper time for Planning, Training and Testing
• Proper Allocation of Resources on the part of Both Parties
• Teamwork, Communication and Effective Change Management
1.1 Objective of the Project
The objectives of this project are as follows:
• Position the City of Dublin to meet its current and future strategic objectives.
• Access to quality and timely data.
• Better and more efficient reporting.
• Better analytical capabilities.
• Eliminate data duplication.
• Improve efficiency and productivity.
• Better performance data.
• Improve business processes.
• Flexibility to accommodate organizational changes.
• Increase access to historical data (and the ability to compare w/ previous years).
• Maintain quality customer service.
• Develop "enterprise" focus -eliminating silos of data.
• Improve user effectiveness and efficiency.
• Preclude unnecessary burden on the City of Dublin's operations as a result of new systems.
1.2 Project Timeline/High. Level Project Plan:
The Implementation is expected to take place over no more than a twenty four (24) month period with afour-phased
approach as described below:
• Phase I -Core Financials (Target Go-live is approximately five to six months after beginning this phase.
Initial use of Advanced Budgeting (with manual position input) is planned for four months after beginning
this phase..)
Chart of Accounts Consultation
Advanced Budgeting
General Ledger ,
4
Statement of Work
City of Dublin -Enterprise Resource Planning Project `+
__
Accounts Payable
Purchasing
Requisitions
Project Accounting
EDEN Point of Sale Cashiering
GASB 34 Reporter
• Phase II -Citizen Services (Phase to begin after the initial stages of the Core'Financial modules (Phase I)
begins and to be managed concurrently with that phase. Target Go-live of phase is approximately three
months subsequent to the going live on Phase I)
Parcel Manager
Permits & Inspections
Licensing
Web-Extensions -Permits & Inspections
Web-Extensions -Licensing
Web-Extensions -Permits Mobile
• Phase III -Auxiliary Financials (This Phase is designated to begin after Phase I is complete. Target
completion of the phase is 4 months after beginning this phase.)
Accounts Receivable
Contract Management
Fixed Assets
Executive Dashboard
Tyler Content Manager
Tyler Output Processor
• Phase IV -Personnel (Phase to begin subsequent to implementation of all financial modules. Target
completion of this phase is six months after beginning this phase.)
HR Management
Payroll
Web-Extensions -Personnel
Position ControU Budgeting
5
Statement of Work City of Dublin -Enterprise Resource
1.3 Project Roles & Responsibilities:
~~ ~^.~'
Project
Project roles and responsibilities for both parties for each major activity are identified in the table based upon the
following definitions:
• Lead: The party ultimately responsible for the task.
• Assist: The party provides active assistance in completing the task.
• Participate: The party provides passive participation in a task.
• Owns: The party solely responsible for the task.
• .Share: Both parties share equal responsibility for completing the task.
• None: The party has no responsibility for completing the task.
_
__ - Rcs onsbilitt- -
~ _
De;cririfon TYLFK D~iblin
Pro~ect Plan Develo meet &Mana ement LEADS ASSISTS
Define Pro'ect Standards & Procedures LEADS PARTICIPATES
Obtain Executive Mandate NONE OWNS
Manage Deliverable Si -offs LEADS PARTICIPATES
Mana e T ler Im lementation Resource Schedulin OWNS NONE
Monitor Tyler Project Budget SHARE SHARE
Risk Mana ement SHARE SHARE
Mana e T ler Partner 3rd Part Im lementations LEADS PARTICIPATES
Schedule Dublin Resources NONE OWNS
Develo Test Scri is PARTICIPATES LEADS
Coordinate Tyler Interde artmental Activities LEADS PARTICIPATES
Coordinate Dublin Interde arhnental Activities PARTICIPATES LEADS
T ler Pro ect Status Meetin s LEADS ASSISTS
Monitor Dublin Pro'ect Task Com letion ASSISTS LEADS
Coordinate and Mana a Internal Dublin Pro'ect Meetin s NONE OWNS
Track Pro~ect Issues SHARE SHARE
Network Mana ement NONE OWNS
Database Administration NONE OWNS
Coordinate S stem Backus NONE OWNS
Pro~ect Charter NONE OWNS
Contract Si in SHARE SHARE
Pro'ect or Phase Kick-off LEADS PARTICIPATES
Scope Mana ement SHARE SHARE
Schedule Mana ement . LEADS PARTICIPATES
Quality Mana emenUTesting Plan SHARE SHARE
Communications Plan SHARE SHARE
Risk Mana ement Plan SHARE SHARE
Chan e Mana ement Plan LEADS PARTICIPATES
Resource Mana ementPlan LEADS PARTICIPATES
6
Statement of Work
,. ,, ~,
City of Dublin -Enterprise Resource Planning Pro~ect~ I
__ _
-_
_- -
Res onsibilit
Description ~ TYLIR Dubtin
Training Plan LEADS PARTICIPATES
Conversion Plannin LEADS PARTICIPATES
T ler Forms Kick-off Conference Call LEADS PARTICIPATES
Finalize Project Mana ement Plans LEADS PARTICIPATES
Develo Schedule for Functional Leader Phase LEADS PARTICIPATES
Chart of Accounts Anal sis and Desi SHARE SHARE
Software Installation LEADS PARTICIPATES
Verification Test LEADS PARTICIPATES
System Administration Trainin LEADS PARTICIPATES
~~~~
City of Dublin -Enterprise Resource Planning Project /~
Statement of Work _ _ _
_ ___
Data Conversion and Customizations
1.4 Data Conversion
1.4.1 Data Conversion Methodology
Tyler will generally convert all relevant and useful data from an Agency's legacy system as a part of the
conversion/installation process. Because our conversion process is flexible and streamlined we have the ability to
convert data from any software application as long as the agency has the ability to get the data into formats
described later in this response.
StrateQy
We have developed the following proven strategy for converting data from legacy systems into our database
structure.
• A project manager is assigned to the site when a contract is signed.
• The project manager works with the site to schedule trips in accordance with the data conversions for each
module.
+ Tyler provides detailed conversion data specifications to the technical staff on-site.
• A conversion specialist and an implementation consultant consult with the technical staff and ensure that the
data is provided according to our conversion data specifications.
• The site provides Tyler with data on or before a scheduled date. Tyler will inspect and verify the accuracy of
the data. Maintenance to any data that requires "clean-up" by Tyler technical staff can be performed by the
Tyler system engineer team at an additional fee or Tyler may require the site to provide new data files. Once
the data is considered accurate, Tyler converts the data into the database schema.
• Depending on the data provided by the site, Tyler would repeat the conversion process from two to four
times until the site is considered "live" on the EDEN software. Typically a site will convert one to three
times. The initial conversion for set up, the second conversion for testing, and then the final conversion
where a site will begin paralleling and "go live" as soon as possible.
• Tyler performs initial data verification and test conversion process to validate the conversions process. As
defined in the data conversion detail, -some components of the data are converted initially and maintained by
the client in a production mode. Selected non-static data will be refreshed just prior to production go live of
the system
• During the entire process there is an ITS member assigned to each module that is converting. This person
will be responsible for working with the site to analyze and convert data, support the trainer on-site, and fix
data problems using the available tools. Once a site goes live, the site is officially turned over to the Support
staff.
1.4.1.1 Data Conversion Responsibilities/ Formats
A successful conversion requires commitment from both the City of Dublin and Tyler/ EDEN.
City of Dublin shall:
• Furnish Tyler with the required data import files specified herein on amutually-agreed upon date
• Verify converted data against the source data (by means of reports, etc.) to validate the data conversion
• Provide reasonable access to key personnel during the conversion
Tyler shall:
Convert City of Dublin's data
Statement of Work
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City of Dublin -Enterprise Resource Planning Project ~ ~
• Provide consulting services for client personnel during the conversion process for the purpose of answering
questions about the specifications
• Provide direction for reconciling and verifying the data between the two systems following the conversion
1.4.1.2 Required File Formats
Data to be converted into the EDEN application are contained in several different import files. In general, there is a
separate import file for each type of information to be converted.
Conversion import files may be provided in one of the following formats: 1) ASCII pipe "~" delimited text file, 2)
Non Formatted Microsoft Excel Worksheet, or 3) Microsoft Access database.
The import files must adhere to the following characteristics:
• ASCII character content: The data must contain only printable ASCII characters. Control characters, non-
printable characters, or "packed" data fields are not allowed.
• One record per line or row: Each line or row constitutes a single record or row of data.
ASCII Pipe Delimited Text File
Data may be provided as ASCII pipe delimited text files with variable length data separated by a "~" ("pipe")
character. Variable length records contain fields that are only as wide as the data requires (there are no leading or
trailing spaces between data in each field). Files should be stored using the ".txt" file extension. Fields containing a
Null value should have two adjacent pipe delimiter characters "~~" representing the start of the current field and the
start of the next field; it is not necessary to fill the field with spaces.
Microsoft Excel Worksheet:
Data may be provided as a Microsoft Excel Worksheet with one worksheet representing one conversion file. All
conversion files may be stored in one Microsoft Excel file as separate worksheets in the same ".xls" file extension.
Worksheets cannot contain macros or data links. Each worksheet must adhere to the file specifications with the first
row containing the header column information and each subsequent row representing one record of data.
Microsoft Access Database:
Data may be provided as a Microsoft Access Database with each conversion file defined as a separate table. Table
names should adhere to the file names minus the ".txt" extension. Upon request, a Microsoft Access Database may
be supplied with all conversion tables pre-defined.
1.4.1.3 Proposed Data Conversion Services for the City of Dublin
The Contract pricing proposal for Tyler's standard conversion services is based upon converting legacy data from
the City of Dublin's existing system. The proposed conversion services include converting the current year plus
one (1) year of history.. Additional years of data can be converted at an additional cost (typically two (2) conversion
days for each additional year; per module).
• Conversion costs include conversion of financial data for the City of Dublin. The conversion includes the
current and previous fiscal year for each module, unless otherwise noted.
• The City of Dublin is responsible for extracting the "convert-from" data files from their systems,
formatting it into our provided data specifications, and providing it in one of the acceptable technical
formats.
• Tyler will convert the chart of accounts, organization titles, funds, account balances, account activity on
both an annual and per-period basis for -every fiscal yeax converted, including budgets.
• For the Accounts Payable/Purchasing conversion, Tyler will convert vendor information, and check history.
• Purchase orders, outstanding invoices, security setups, requisition queues, requisitions, vendor ship-to, and
vendor bill-to addresses'are not included in the standard GL, AP, or Purchasing conversions.
~J
Statement of Work
_.
City of Dublin -Enterprise Resource Planning
• The conversion estimate for Accounts Receivable includes conversion of AR customer identifying
information (customer number, name, addresses, and billing codes) and current AR open items (customer
number, account number, due date, amount owed). The AR conversion does not include history.
• The conversion strategy for our Project/Grant Accounting module consists of converting the Project
Strings, Materials history, Labor history, and Project Balances. This conversion includes up to five fiscal
years of project accounting data.
• The Fixed Assets conversion can include identifying information (fixed asset number and type),
depreciation information, distribution information, asset class information, and improvement information.
• The Payroll/ Human Resources conversion estimate includes conversion of payroll /human resource data
for the Client. For the Payroll conversion, we will convert employee and position information, grade and
step tables, employee benefit and deduction information, direct deposit accounts, employee leave balances,
and the current year's employee paycheck history. Previous four (4) year's payroll check history, job
costing numbers, and job costing history, are not included in the standard PayrolUPosition Control
conversion. The Human Resources conversion consists of converting OHSA, leave of absence, employee
review, employee affiliations, and education information along with any personnel information you
currently track (personal items checked out, awards, dependents, etc).
• The estimate for Parcels conversion includes basic parcel information consisting of addresses, owners,
assessments and zoning. Along with Building information (addresses, owners), business information
(addresses, owners, insurance) and professional information (surveyors, architects, engineers).
• The Permit conversion estimate includes permit address, owner, applicant, and lender. All legacy fees need
to be combined into a 'Total fees' code representing the summation of all fees on a permit.
• The Licensing Module conversion estimate includes occupational information (mailing information, phone,
email, tenants, lessees), and account information (numbers, fees, deposits). Fee structures are not included
in the conversion.
1.5 Program Modification Processes
In the event that program modifications and/or interfaces are necessary for the EDEN system, Tyler will provide a
dedicated resource to ensure an accurate and timely delivery of the desired functional changes. A Business Analyst
(BA) will be assigned to manage and monitor activities such as discovery calls, definition documents, and delivery
milestones. The Business Analyst works closely with Tyler Developers and Implementers, as well as the Client, to
reach the goal of a successful modification delivery.
Modifications typically involve changes or additions in program functionality that affect new, desired results within
the EDEN programs. Interfaces are modifications involving a program change that allows for a data interchange
with another automated system. Because an interface is a form of program modification, each can be completed via
the same series of tasks. In the following descriptions and diagram, the terms modification and interface can be used
interchangeably.
For each requested modification, the following tasks are required:
__
__ Task. Description
Introduction, requirement discovery, and Tyler BA meets Client, coordinates calls
analysis sessions and/or on-site discovery sessions
regarding details of modification.
' ___
Requirement validation
Confirm need for system modification
........ ___............____._............_____
Client, Tyler Project Manager (PM), and
'; Tyler BA verify modification is
necessary.
Tyler BA evaluates requirements to
determine an existing solution is not
Responsibility
`Tyler BA
` leads, Client
participates
Client, Tyler
PM & Tyler
BA participate
_.
Tyler BA leads
b1
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Statement of Work
City of Dublin -Enterprise Resource
Create detail requirements document for
modification -Business Requirements
Document (BRD).
Tyler Development to review Modification
': Summary, analyze needs and create a
program spec (Client Specification)
Development of modification
Test modification, followed by mod delivery
to Client
Provide training and documentation to
Implementation staff and Client
__
_..__ _ __
currently available.
Tyler BA will work with the Client to Tyler BA,
define modification requirements, Clientsign off
estimate costs, and gain approval.
Requires signoff.
;Tyler developers review Modification Tyler BA and
Summary and create Client Developer
Specification document describing how
and where the program changes will
occur.
', Tyler developers revise programs as ~; Tyler
needed for delivery to BA. [Developers
...........___.__...._.______
Following program level testing, Tyler BA
modification is delivered to BA for next
': level of testing to ensure changes meet
Client's requirements. Program is then
'; delivered to Client system.
__
_~
Tyler BA demonstrates program Tyler BA
changes to Client representative and leads, Client
Tyler Implementation staff. Necessary 'and Tyler
documentation is provided. Implementati
on participate
1.5.1 Modifications Outlined in the Demonstration
Developer Deposit. In the follo«- up demonstration on Friday, Aug. 15`x' Tyler showed the City consultant charges
coming from Accixmts Payable (this is a standard feature in 1=<DEN) but the staff charges we showed were actually
Project Adjustments, not hours coming from Payroll. 1'he. mason we couldn't just show how's coming from PayTOll
vas because the City uses `charge out rates' plus `overhead', not `actual rates' plus `overhead'. We did explain this
in the demo and analyzed s what would be required to get "charge out rates" set up (either from the Pa}roll. side or
the Project Accounting side). 'The report that was demonstrated matched the City's existing statement but was a
custom report that listed all the expense and receipt transactions for the project. (developer deposit).
So based on what was demonstrated, the City will need. Accounts Payable, Prp}ect Accounting, Pa}roll, a custom
report and the software modification. Accounts Receivable is not "required" since the custom report served as the
letter and statement to the developer -- as the deposit was received the City could take it directly into General Ledger
or via the EDEN Cashiering.
Custom Report -Expense and Receipt Transactions for the Project (No additional cost to the City, fiords budgeted
for custom development.)
Yloditicatiott -This modification would involve creating a *vbSeript~ and a custom report. The script would
generate journal entries to account for the variance between the actual. rate and the charge out rate plus overhead.
'Tlte report would show the same information in the demo.
The total. estimated development cost of the solution would be 54,00(1
'There would also be tithe ~, material. fee for the EDEN Implementation Consultant to implement and document the
process. We are estimating this time to be 8 hours ($ 1,200.00)
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Statement of Work
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City of Dublin -Enterprise Resource Planning Project
1.5.2 Additional Custom Reports
There may be a need during implementation to create custom Crystal Reports. Included in the Investment Summary
is an analysis and programming budget available for allocation to these custom reporting needs. Some of the
requirements have been outlined, (e.g. the community development samples provide by the City) and some are for
reporting requirements yet-to-be-determined. Any additional EDEN Custom Report that has not yet been identified
(below) will need to be reviewed and defined before Tyler can provide accurate estimates.
Custom Financial and Bud eg t Reports: Included in the Investment Summary (contract) is $11,000 for custom
budget and financial report development. As set forth above, all custom reports would need to be reviewed and
defined so that development effort estimates can be developed in order to provide accurate cost estimates.
Additionally, $10,000 has been budgeted for the Community Development custom reports. The $10,000 in fees
included in the Investment Summary provides up to eighty (80) hours of custom report analysis and development
services at Tyler's current rates.
Community Development Custom Reports:
• 1 Dublin SummaryPermitRptMonthly.pdf
• 2 Dublin PermitLog.pdf
• 3 dublin issued.pdf
• 4 Dublin_finaled.pdf
• S Dublin_SMIP.pdf
• Covermemo Permit reports.pdf
Custom BudeetinQ Reports;
• Higher Service Level
• Current Service Level-Revenue
• Current Service Level-Expenditure
• Workload/Performance Indicators
1.5.3 EDEN Standard Forms
The following standard forms are included in the cost of the EDEN modules purchased in this contract. The
contract also includes provisions for localization of these forms. Localization is defined as making minor
modifications to the appearance of each form to include the agency address, logo, and predefined signatures as
appropriate. It does not include any change to the function or data orientation (placement) of the form. This
contract includes the effort necessary to produce the following Custom Forms (which are also generated using
Crystal Reports):
AP -Check
AP -Non-Negotiable AP Check
AP - 1099 (Standard Form No Charge)
AP -Purchase Order
AP -Voucher
AR -Invoice
AR -Statement
AR -Late Notice
CM -Contract Notice of Award
CM - Retainage Release Form
12
Statement of Work
of Dublin -
~~
Resource Planning
CM -Supplemental Form
PR -Check
PR -Direct Deposit
PR - Timesheet
PR - W-2 (Standard Form No Charge)
P&I -Permit Form
P&I -Certificate of Occupancy
P&I -Inspector's List
P&I -Receipt
P&I -Application for Plan Check/Permit
Licensing -Application
Licensing -Renewal
Licensing -License
1.5.4 EDEN /Active Networks -CLASS Import
,.,.
~~f
ij e
The interface between Active Networks -CLASS and EDEN is dependent on the type and process flow of the
integration needs. Below are examples of our. current interface options. There are no additional costs for these
interface options. Each interface will require a minimum configuration to setup using hours that are budgeted in the
Investment Summary.
• EDEN has a standard receipt import feature that would take the receipt data from CLASS and import them
into EDEN
• If CLASS performs refunds, then EDEN provides a standard AP invoice import
1.5.5 EDEN /Check Reconciliation Process
Cancellation of cleared checks can be accomplished manually by locating un-cleared checks in the check history
form, marking them as cancelled, and entering the cancel/cleared date. This can be done for individual checks, or
for groups of checks (specified by check range, bank, or other combination of query fields). Checks can also be
batch cancelled via importing a file provided by the City's Bank of America that lists the cleared checks.
1.5.6 California State Reporting Package
California State Reporting Package Line Item (Base Module Pricing)
The California State Package line item is the Payroll component that contains the California Pension sub-system
extract and other State and Federal mandated reports. This is not "custom programming", but a License fee item. It
is separated out from the generic Payroll package because we have different "state packages" for each state. It is a
support-basis item because if the state reporting requirements change (as they have recently for California,
Washington, Pennsylvania and some others) we will make the necessary modifications to stay in compliance with
California State reporting regulations.
Examples of the EDEN Standard State Reports:
• Unemployment report
• Pension Report (exclusive of private administrators)
• Pension Extract (exclusive of private administrators)
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Statement of Work
• Workers Compensation Report
• Deferred Compensation Report
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City ofDublin -Enterprise Resource Planning Projec°t~
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C
Statement of Work City of Dublin -Enterprise Resource Planning Proje
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Implementation Methodology, Staffing, and Work Plan
1.6 The Implementation Team
1.6.1 Duties of Team Members
1.6.1.1 City of Dublin Responsibilities
• Complete Technology Infrastructure Requirements
• Organize Training Facility
• Complete Forms Process -Supply electronic files of logos /signatures (bitmaps, if possible) and PO-
terms/conditions
• Acquire laser printer(s) with MICR toner cartridges
• Between training weeks complete the practice sessions and client responsibilities
• Provide business process knowledge
• Get trained and participate in training sessions
• Assist with data conversion and reconciliations
• Perform Parallel Processing and Acceptance Testing
• Issue Executive Communication for Compliance
• Take Ownership and Sign-Offs
1.6.1.2 Project Manager(s)
• Is the central point of contact throughout the life of the project
• Manage completion of Project Planning documents
• Identify and communicate to Tyler PM requirements for a successful implementation of EDEN.
• Coordinate with Tyler PM to develop and maintain implementation schedule which identifies specific
milestones and establishes accountability.
• Scheduling Dublin resources for training days. This includes but is not limited to personnel, equipment and
training morns.
• Identify additional employee training needs and update schedule.
• Ensure that employees accomplish tasks on time, including monitoring homework assignments.
• Review invoices and approve payment in accordance with the contract and associated milestones.
• Oversee Project and monitor progress with Tyler PM
• Confirm conversion specifications.
• Coordinate analysis and proofing of conversion .data.
• Coordinate form proofing and provide sign-off
• Coordinate MIS functions such as system backups, loading releases and software updates, hardware
installation and operating system setup.
• Coordinate regular internal project meetings determining status of tasks and listing outstanding issues.
Communicate these to the Tyler PM at each project management meeting.
• Manage 3`d-party vendor projects that are not included in the Tyler Investment Summary.
• Provide and facilitate 3rd Party Vendor Communication Plan and Escalation Process for 3`d Party Vendors
that are not Tyler Investment Summary.
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Statement of Work
~- = .~~
of Dublin -Enterprise Resource Planning Project
• Initiate. Change Requests to project management plans as required
1.6.13 System Administrator and Technical Engineer(s)
• Configure the deployment environment
• Test connectivity between EDEN & City's networks
• Receive training on and learn installation process of EDEN
• Learn System administration procedures
• Load releases and updates
• Copy LIVE database to Training database as needed for training days
• Create any necessary data tapes or conversion files to be transmitted to Tyler or 3`a-party vendors
• Add new users and printers
• Perform basic server system maintenance
• Ensure all users understand EDEN log-on process and have necessary permission for all training sessions
• Ensure network and infrastructure is sound
1.6.1.4 Functional Leaders
• Provide detailed policy information
• Analyze potential policy changes
• Subject matter experts on selected modules
• Participate in knowledge transfer and analysis sessions
• Sign off on system design ,
• Participate in form design
• Participate in conversion mapping and validation
• Participate in testing and parallels
• Assign department resources for training and internal project tasks
• Complete Workflow and Security templates for all end users
• Complete Auxiliary Tables
• Attend all training sessions or appoint an appropriate management level designee
• Assess end user competency on trained topics
• Assess policy compliance
• Provide end users with dedicated time to complete required homework tasks
• Act as supervisor/advocate for the new EDEN process
• Identify and communicate to Client PM any additional training needs or scheduling conflicts
• Help document lessons learned at end of each phase and signoff on formal acceptance for phase close-out
• Perform Live Processes
16
Statement of Work
1.6.1.5 End User
~ ~ g~
City of Dublin -Enterprise Resource Planning roject
• Have basic computer skills:
o Using a mouse
o Clicking on an icon to open a new window
o Minimizing windows
o Switching between open windows
o Printing screens
o Understanding the desktop
• Attend Training as offered. The End User should be prepared to dedicate to training day(s) completely,
freeing themselves of daily responsibilities and interruptions.
• Complete tasks as assigned.
• Practice skills learned within training before Live processing date.
• Communicate Departmental needs to Functional Leaders, Project Manager and Tyler Project Manager (i.e.
approval work flow, reporting, etc.)
• Communicate any problems, errors or difficulties understanding or applying accepted Policies and
Procedures to Functional Leaders and Project Manager
• Demonstrate competency with EDEN processing prior to GO LIVE
• Perform Live Processes
1.6.1.6 Decentralized User
• Have basic computer skills:
o Using a mouse
o Clicking on an icon to open a new window
o Minimizing windows
o Switching between open windows
o Printing screens
o Understanding the desktop
• Attend Training as offered. The End User should be prepared to dedicate to training day(s) completely,
freeing themselves of daily responsibilities and interruptions.
• Complete tasks as assigned.
• Practice skills learned within training before Live processing date.
• Communicate Departmental needs to Functional Leaders, Project Manager and MUNIS Project Manager
(i.e. approval work flow, reporting, etc.)
• Communicate any problems, errors or difficulties understanding or applying accepted Policies and
Procedures to Functional Leaders and Project Manager
• Demonstrate competency with EDEN processing prior to GO LIVE
• Perform Live Processes
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Statement of Work
~~ ~~7
of Dublin -Enterprise Resource Planning Projec~'1
1.6.2 Tyler Team Member Responsibilities
1.6.2.1 Tyler Project Manager
• Scheduling and leading the Kick-Off Meeting
• Providing an initial task list for the project
• Working with the Client PM to coordinate an implementation schedule
• Scheduling Tyler resources for training days
• Coordination of services with Tyler ITS.
• Coordination of conversion services with appropriate departments within Tyler.
• Oversee project and monitor progress with Client PM
• Hold regular conference calls with Client PM to review status and progress of project and to identify any
outstanding issues.
• Manage Change Orders .
• Initiate Change Requests to project management plans as requested by Client
1.6.2.2 Implementation Consultants
• Deliver Knowledge Transfer Analysis
• Participate in Static Environment Testing
• Prepares training agendas and Follow-Up Memos, and optionally assists with reconciliation of data after
conversions
• Assist with Forms Analysis
• Configures System to City of Dublin's specifications
• Assist with Data Conversion Analysis
• Train Client in Conversion Validation process
• Assist in Testing and Parallel Processes
• Provide Functional User Training and Train-the-Trainer training
• Provide End User Training (if contracted
• Decentralized Training (if contracted)
• Pre-live services
• Go-live support
• Post-live reconciliation and training
1.6.2.3 Conversion and Forms Engineers (ITS)
• Immediate direct support for Implementation Staff on site.
• Works directly with Core Users to effect data conversion and validation processes
• Provide definition of the standard file formats
• Validate data files are readable
18
M
~'
Statement of Work City of Dublin -Enterprise Resource Planning Project ,~'`r
__
• Runs standard conversion programs against City of Dublin's data extracts
• Delivers converted data and performs Refresh before Go-Live
• Provide specifications for all purchased forms
• Conduct review of client's form mock-up sheets
• Provides minor modifications to reports and standard forms, as defined by the contract.
• Coordinates with Tyler's Project Manager
1.6.2.4 Systems Engineer
• Install EDEN on Dublin computer servers
• Train Client DBA or Technical Engineer
• Perform Verification Testing
• Deliver System Administration Training
1.7 The Implementation Plan
1.7.1 Implementation Details
The first stage of our implementation methodology will be to assign a project manager who will work with the City
of Dublin to gather information and to mutually develop a realist detail work plan that includes all aspects of the
system deployment
Tyler's approach to Implementation is a detail oriented, methodical approach that has evolved over twenty five +
years to be one of the most successful in the industry. Our management style is characterized by attention to detail, a
proven methodology, and sound business practices. This management style, combined with the flexibility to
accommodate the uniqueness of each agency, will make all concerned with this Implementation feel confident in
partnering with Tyler Technologies.
Our Implementation provides a full range of services designed to help you get the most out of the EDEN products
and includes:
• Project Management
• Detailed Data Conversion
• On-Site Training
• Support & Maintenance
1.7.2 Implementation Approach
The initial stage of the project consists of the preliminary project planning and client readiness activities; which
include the project planning meetings, technology assessment, resource scheduling, and the project kick-off meeting.
Subsequent stages are derived based upon the modules that have been licensed. Each module is assigned to one of
the primary module groups of:
• Core Financials (General Ledger, Accounts Payable,. etc)
• Auxiliary Financials (Project Accounting, Fixed Assets, etc)
• Payroll and Human Resources
• Citizen Services (Permits & Inspections, Utility Billing, etc.)
19
~~.~ ~ ~~
.~ ;~
Statement of Work City of Dublin -Enterprise Resource Planning Projects'
__ _
1.7.2.1 Assumptions, Scope, and Benefits
The approach of the implementation is to utilize the Tyler's consulting staff to provide on-site training for City of
Dublin's core-team staff on system and module setup so that the City can take immediate ownership of the software
and begin performing maintenance and data preparation activities to facilitate gaining expertise of the system.
This section will define both the individual and shared responsibilities of an implementation and support
engagement.
• Training on "setup" topics is included in the standard approach and is usually delivered as part of the setup
training trip.
• Our standard implementation approach is to utilize a "train-the-trainer" approach for training and system
roll-out.
• As an optional service, our consulting staff may also be engaged to assist with senior management and end-
user training. Additional senior management /end-user training is currently included as part of our contract
pricing.
1.7.2.2 Implementation Features
System Conf~uration Consulting -Tyler staff performs a comprehensive on-site consultation to determine client
needs and define data conversion parameters.
Conversion Assistance -Client staff is responsible for extracting conversion data and providing it in one of the
predefined conversion formats. Tyler staff will provide assistance in the definition of the field mapping.
Business Process Analysis -Tyler consultants perform on-site staff interviews to determine current business
processes. Tyler. staff is able to discuss the various implementation options which are available in an effort to assist
the client in selecting the most appropriate approach. This approach allows fora `site specific' setup.
Additional End-User Training -Our implementation approach recommendation is for the client to deploy end-user
training via client provided train-the-trainer approach.
Interface Development -Our EDEN modules were built with a primary goal of providing solid integration to our
own financial suite of applications. A by-product of this fundamental design is a data structure that captures all
necessary financials information. All of the EDEN products are delivered with "standard" exports to address
miscellaneous 3rd party packages.
1.7.3 Project Management Approach
Tyler's approach to Project Management is a detail oriented, methodical system that has evolved over twenty +
years to be one of the most successful in the industry. Our management style is characterized by attention to detail, a
proven methodology, and sound business practices: This management style, combined with the flexibility to
accommodate the uniqueness of each agency, will make all concerned with your Agency's Implementation feel
confident in partnering with Tyler Technologies.
Some of the areas of our initial focus will be:
• Collaborating with Clients to plan Implementation
• Maintaining proactive communications
• Defining clear project roles, responsibilities and organization
• Phased Implementation using structured methodology and project procedures
• Regular project status reviews and timely communications throughout the life of the project
• Identifying a Project Manager as a central point of contact
• Supplying detailed training documents
20
~~ ~.~ ~~
Statement of Work
of Dublin -Enterprise Resource
1.7.4 Parallel Testing Procedures
The project plans will highlight any parallel processing that is required prior to the scheduled LIVE date. Our
definition of parallel processing is the duplication of data entry from the existing system into EDEN in an attempt to
achieve similar end results. The EDEN Payroll is the only applications that require any true parallel processing for
validation. Other EDEN applications require implementing and proofing, but no actual parallel activity.
Testing will first be performed as part of the Systems Testing and will be completed as all System and Repeat
testing is done. The final stage will take place during the Live Preparation Training as the Client's Users perform
standard, repeated processes.
Modifications, interfaces, conversions and other data and programmatic elements will be tested in the Training
environment. This environment will also serve as the user test environment.
The key purpose of the Testing Environment will be to provide a controlled place for high-level product testing
taking into account full module integration, import and export interface integrity, functional flow and reliability.
Testing Benefits:
• End-users will gain extensive product experience, develop ahigh-level of confidence in the EDEN Product
and understand their specific functions within the system.
• The infrastructure of hardware and network design will be thoroughly tested.
• Modifications and Interfaces are fully integrated into the EDEN product.
• A managed issues list will be fully quantified.
1.8 Implementation Schedule, Roles, and Level of Effort
The EDEN Implementation Schedule is dependent upon the contract agreement and defined by project management
services. The initial formal management activity is a Project Planning Meeting (PPM) that will begin the scheduling
process. During the PPM, the contracted products and services are analyzed to determine the implementation order;
though, every project begins with a system install and the implementation of Core Financial Modules. Atypical
schedule will include the following phases that will overlap: System Services, Financials, Personnel, Citizen
Services and EDEN & Other Services.
1.8.1 Modules & Products
The following table lists the products and services being implemented by The City of Dublin, California.
Othcr EDEN Products
Financial Modules Personnel Modules Citizen Service Modules & Services ~~
General Ledger /
Accounts Payable,
Purchasing
Requisitions
Advanced Budgeting
Project Accounting
Contract Management
_.
Accounts Receivable
Fixed Assets
_.
GASB 34 Reporter
Payroll
Human Resources
Position Budgeting
_._ ...
Personnel Web
Extensions HR
__. .
Parcel Manager
Pernuts & Inspections
Licensing
Citizen Service Web
Extensions P&I & LI
Mobile Web-Permits
Project Management
21
Statement of Work
.~ ~~ .. ~ 7
City of Dublin -Enterprise Resource Planning Project .
1.8.2 System Services
The System Services Phase is initiated by a Systems Planning Meeting. The objective of the meeting is to
communicate the EDEN System Requirements and ensure they are met. After the meeting, the next step is
to setup the EDEN Servers.
Diagram detailing the work associated with the System Services Phase
System Services
Systems Planning Meeting
EDEN Server Connectivity Test
EDEN Application Install
Web Server Connectivity Test & Install
TOP & CMLE Server Connectivity Test & Install
E-Commerce Systems Setup
22
Statement of Work
of Dublin -Enterprise Resource Planning Project
1.8.3 Financials
The Financials Phase will begin with implementing the EDEN General Ledger, Accounts Payable,
Purchasing, Requisitioning, and Project Accounting modules; typically to be followed by Accounts
Receivable, Fixed Assets, Contract Management, and GASB34.
Diagram detailing the work associated with the financial implementation
Financial Applications
Core Financials, '
Requisitioning & Project Accounting Accounts ReceivableI Fixed Assets GASB34
Budget Preparation ~ _J _J ~- _
~ ~ -~~ ~ -- ~ ~ Consultation & ~
Consultation ~ Consultation Consultation --~ Consultation ~ Data Export Review
~ _~
Setu Dat~ ~ Go Live Data i ~ Go Live Data ~ Export GASB34
_ ` Onsite Data P _
Mapping ] ~ conversion L Conversion ~ ~ Conversion J File
L P P P P -
Setup Data J ~Setu 8 0 erations ~etu , 0 eration J ~& Go Live ~ Live Support
Conversion ~ Trainmg ~ ~ & Go Live ~ ~l °2tup, Operations Setup, Ops & Go
~__
Setup & i, Go Live Data
Configuration J ~ Conversion ~ _ ~
Operations Data ~ ~ C no tract M na agement EDEN Integrated i
~_ Go Live Support
Conversion _ ~ ~ Cashiering--
~- -
OperationsTraining ~Consultation~ ~
Consultation
J
Go Live Data ~ Go Live Data 1 J
~onversion~ Conversion ~ Hardware Delivery
Setup, Operations ~ Setu 0 s & Go
Go Live Support 8 Go Live P. P
Live Support
Budget Prep
Consult
'Budget Prep S tePrep up
Ops & Go Live
23
~~ >:~ ~ ~~
}
Statement of Work City of Dublin -Enterprise Resource Planning Projec~*'
_ _. __
............._ ............______...
_ __
__
1.8.4 Personnel
The Personnel Phase will begin with implementing the Payroll and HR Products.
Diagram detailing the work associated with the Personnel Phase
Personnel Applications
Payroll, HR, & Position
Budgeting Web Extensions
Consult I ~~ Planning Call
Data Mapping ~
Setup Data Conversion
Define Modifications
Setup Load Extension Products
Operations Data
Conversion
Test Functionality
~ Operations Training ~
~ Payroll Parallel ~
Go Live Data
Conversion
Go Live Support
PB Go Live & Post Go
Live Training
Go Llve
24
Statement of Work
City of Dublin -Enterprise Resource Planning ~roje
__
1.8.5 Citizen Services
The Citizen Services Phase will begin with implementing the Parcel Manager. The Parcel Manager is the
foundation for the Citizen Services modules. If they are planning to use the Licensing integration with
Permits to track contactors, then it is recommended to implement Licensing first.
Diagram detailing the work associated with the Citizen Services Phase
Citizen Services Applications
Parcel Manager and Licensing Web Extensions and Mobile
Permits & Inspections
Consultation
Parcel Data
Refresh
Parcel Setup &
Operations
Training
Permit Setup Data
Conversion
Permit Setup &
Operations
Training
Permit End User
Training
Parcel Refresh &
Go Live Permit
Conversion
Go Live Support
Consult ~ ~-~--~ Planning Call
Data Review
Define Modifications
f Remote Setup ~
Go Live Data ~ Load Extension Products
Conversion
Go Live Support ~~ Test Functionality
Go Llve
25
Statement of Work
1.8.6 EDEN and Other Services
!~~~
City of Dublin -Enterprise Resource Planning Proje
The critical service in this Phase is Project Management. Project Management lasts the life of the project
and is the underlining factor to success.
Diagram detailing the work associated with the EDEN Products and Other Services Phase
Tiler Fraducts ~ Other Sert-ices I
I'ro~ect'~Iana~ement
Prcr~t Plaru~..rrg I I Planrrireg Call
Kirk Oft ~etu~ ~ Testing
Project Status Meetin,~s I I G~ Lip e
firainin~ Ptartnart Call
Beer Clan Setup ~ Testin
lrt#erecliate Clans
Co Live
T~•ler t7utput Prvicesstrr
Tyler Content VFanaer LE
26
E
~~ ~ ~~
Statement of Work
City of Dublin -Enterprise Resource
_ .__
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Statement of Work City of Dublin -Enterprise Resource Planning Project
BLANK PAGE
47
g~ ~ ~7
Exhibit 7 - Customizations/Modifications Detail
-Custom Crustal Reports -
There may be a need during implementation to create some custom Crystal Reports;
included in the Investment Summary are a number of hours within the contract for these
reports; some of the requirements have been outlined, like the community development
samples provide by the Client and some are for reporting requirements yet-to-be-
determined. Any additional EDEN Custom Report that has not yet been identified
(below) will need to be reviewed and defined before Tyler can provide accurate
estimates.
Custom Financial Reports: There may be a need during implementation to create some
custom financial reports; included in the Investment Summary is $10,000 for such
reports. As set forth above, all custom reports would need to be reviewed and defined
before Tyler can provide accurate estimates. Note: The $10,000 in fees includes up to
eighty (80) hours worth of development services at Tyler's current rates.
Community Development Custom Reports:
/ 1_Dublin_SummaryPermitRptMonthly.pdf
/ 2 Dublin_PermitLog. pdf
/ 3 dublin_issued.pdf
/ 4 Dublin~inaled.pdf
/ 5 Dublin_SMIP.pdf
/ Covermemo Permit reports.pdf
Custom Bud~eting_Reports:
/ Higher Service Level
/ Current Service Level-Revenue
/ Current Service Level-Expenditure
/ Workload/Performance Indicators
Custom Development Deposit Report
Modification --- This modification wou d involve creating a *vbScript* and. a custom
report. The script would generate journal entries to account for the variance between the
actual. rate and the charge out rate plus overhead. The report would show the same
inforr~~ation in the demo.
~~ ~87
Exhibit 8 -ESRI End User License Agreement
ESRI Products and Services
Licensee understands and accepts that the following terms and conditions are required in order
for Licensee to use applications created using MapObjects, or other ESRI products:
1) Reverse engineering, copying (other than a backup copy), or transfer or assignment
of rights to use as well as the right to access source code is prohibited.
2) Any use other than as specifically granted herein is prohibited.
3) Licensee shall use all practical means, contractual and technical, to prevent any in-
house or commercial user (including network users) from using any portions of
MapObjects, and any extension thereof, separately from Licensor's Licensed
Program.
4) ESRI and/or its suppliers may enforce their intellectual property rights through
injunctive relief and other remedies in law or equity. All copyright, government
notices, trademarks, or other intellectual property notices noted under "Copyright,
ESRI Trademark Name, and Government Use Notice" shall be included unmodified
in the Application's online help or Readme file and documentation.
Copyright and U.S. Government Use Notice: MapObjects is copyrighted by
Environmental Systems Research Institute, Inc. All rights not specifically granted in this
Agreement are reserved to ESRI or its suppliers.
Portions of this computer program are owned by ESRI, Copyright 1999 Environmental
Systems Research Institute, Inc. All Rights Reserved.
Any software, documentation, and/or data delivered hereunder is subject to the terms of
the License Agreement. In no event shall the U.S. Government acquire greater than
RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the
U.S. Government is subject to restrictions as set forth in FAR 52.227-14 Alternates I, II,
and III (JUN 1987); FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212 (Commercial
Technical Data/Computer Software); and DFARS 252.227-7015 (NOV 1995) (Technical
Data) and/or DFARS 227.7202 (Computer Software), as applicable.
Contractor/Manufacturer is Environmental Systems Research Institute, Inc., 380 New
York Street, Redlands, CA 92373-8100 USA.
~ ,c11,•,b ~~ `~
$~fY~s ~~
A~ORD CERTIFICATE OF LIABILITY INSURANCE OP ID E DATE(MM7DD
TYLER-2 03/03/0$
PRDDUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Hays Companies HOLDER. THIS CERTIFICATE DOES NOT AN$END, EXTEND OR
133 Federal Street, 3rd Floor ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Boston 2?A 02110
Phane:617-723-7775 Fax: 617-723-5155 INSURERS AFFORDING COVERAGE NAIC#
INSURED Tesler TeC nOlOgleS, IAC.
MUMS Division INSURER A: Hartford Fi.xe msuxance co. 19682
Cole-Layer-Tremble Company INSURER e: Hartford Casualty Company
CLT D1V1510n
The Software Group INSURER C: Haxiford Ins. co- of tlidKest 37978
5949 Sherry Lane
Dallas TX 75225 INSURER D: Amezican mt'1 Specialtx Limes
INSURER E:
COVERAGES
TFE POLICIES OF INSUWJGE LISTED BELOW HOVE BEEN ISSUED TO 1NE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTAI~ING
ANY REQUIREMENT, TERM OR COFR3(TION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, 71f INSLRANCE AFFORC£D BY THE POLICIES DESCRIBED HEREW IS SI~JECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HOVE BEEN REDUCED BY PAID CLAIMS.
LTR NSR TYPE OF NSURANCE POLICY NUMBER DATE (MMJDDM~ DATE (MM/DD/YY LMITS
GENERAL LWBR.ITY EACIiOCCLRRENCE $ 1, OOO , OOO
A X COMMERCIALGEPERALLIA131LITY 08 WN AB1553 03/01/08 03/01/D9 PREMISES (Eaocclrence) $ 300,000
CLAIMS MPDE X^ OCCUR MED EXP (Arty one person) $ 10 , O QO
PERSONAL&ADVINJURY ; 1,ODD, OOO
GENERAL AGGREGATE $2,000,000
GEN'L AGGREGATE LIMB APPL TES PER: PRODUCTS - COrrP/OP AGG $ 2 , O O O , D O D
POLICY ~~ LOC
AUT OMOBELE LIABILETY
GOMBINEDSINGLELIMR
$ 1 OQO OOO
A X ANY AUTO O8 tJUDT A81553 03/01/08 03/OI/09 (Ea accident) + i
ALL OWIJED AUTOS BODILY INJURY
SCHEDULED AUTOS (Par person) $
X H]RED A1.1TOS
-
BODILY INJURY
$
X NON-OWNED AUTOS ~ (Per accident)
PROPERTY DPMAGE
{Per acciderd) $
GARAGELIABILIiY AUTO ONLY-EAACCIDENi ;
ANY FUJ7U OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSAIMBRELLA LIABILITY ~ EACH OCCURRENCE ~ $ 15 , OOO , OOO
B X occuR ^ CLAIMSMADE O8 RHU A61935 03/01/08 03/01/09 AGGREGATE $ 15,000,000
$
DEDUCTIBLE ;
X RETENnoN $10 , 000 $
WORKERS COMPENSATION AND
' X TORY LIMITS ER
C EMPLOYERS
LIABILTTY 08 WB RJ4919 03/01/08 03/01/09 LEACHACCIDEM
E $ 1
000 000
ANY PROPRIETOR/PARTNEWE)lECUTIVE . ,
+
OFFICERlMEMBEREXCLUDED? £.L.DISEASE-EA EMPLOYEE $ 1,000,000
If yes, describe under
SPECIAL PROVISIONS bebw
E.L DISEASE-POLICY LIMIT
; 1, 000 , OOO
OTHER
D Professional Liab 2833677 11/17/07 11/17/08 Agg 10,000,OOp
DESCRIPTION OF OPERATK)NS! LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS
Evidence of Insurance
CEK7lFICATE t10LDER CANCELLATION
EVIDENC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR 70 MAR. 3O DAYS WRITTEN
NOTICE TO THE GERTEKATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Evidence of Insurance MPOSE No OBLIGATION OR LIABILITY OF ANY KR+D llPON TFE INSURER, ITS AGENTS OR
REPRESENTATNES.
ACORD 25 (2001/08)
,:-0ACORD
,F,; ,
s~~ ~~
Exhibit 10 And Exhibit 11
(Available on File With the City Clerk)
10) -Tyler's Proposal in Response to Client's
Request for Proposals
11) -Client's Request for Proposals
Agreement Between Tyler Technologies, Inc
And City of Dublin, California
November 4, 2008