Loading...
HomeMy WebLinkAboutReso 197-08 Acctg & Permit SoftwareRESOLUTION NO. 197 — 08 A RESOLUTION 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 (Exhibit A) 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 4`h day of November, 2008, by the following vote: AYES: Councilmembers Hildenbrand, Oravetz, Sbranti, and Scholz and Mayor Lockhart NOES: None ABSENT: None ABSTAIN: None ATT T: City Clerk Reso No. 197 -08, Adopted 11/4/08, Item 4.6 Page 1 of 1 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 a non - 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. 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 may be 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 41s1 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. 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. K 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, 3 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 4 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. 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 5 M 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 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 fd 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. M f _ � 1� � 1 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 a non - 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 e ft fforts 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. 0 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.I of the Agreement, Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 10 I a C4001 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) 11 1416-7 w r 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 California 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: 12 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 (2 1) 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. 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 (3 0) 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. 13 16I �'P 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: City Manager 14 I��u`I ja ,21 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 a self - 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 of whether a self - 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 15. 0 Dublin - Tyler Tech Contract 102908 -1 No Redline 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 REPRESENTATIVES." 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 6ob� f 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 NOTOBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES." 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 MILLION 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 REPRESENTATIVES." 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 of 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:VH. 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 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 Dublin - Tyler Tech Contract 102908 -1_No Redline 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 not 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 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 H 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 M 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 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 - Tyler Tech Contract 102908 -1_No Redline r 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. By: _ Name: Title: _ Date: City of Dublin Name: Joni Pattillo Title: City Manager Date: 23 x� Exhibit 1— Investment Summary Agreement Between Tyler Technologies, Inc And City of Dublin, California November 4, 2008 4mJ Ag E 0 O im I- o4m I C21 � 8l C3 8`I Dublin - Tyler Tech Contract 102908 -1_No Redline Exhibit 2 - Verification Test 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 8. 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 Personnel Products 1. View employee form 2. View position form. 3. View deduction codes 4. View pay type codes 5. View shift calendars 25 (Initial) (Initial) (Initial) Dublin - Tyler Tech Contract 102908-1 No Redline Airfare Exhibit 3 — Business Travel Policy 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 Parkin Client is billed for the cost of on- airport long term parking costs incurred while staff is traveling to client site. Milea e 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 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 a start-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 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 "I" 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 661" ( "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 "11" 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: 4 di 91 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. ..............................................................................................................................................................................................................-.............. ............................... . Assum tions 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 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 ,26 -21 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. EXHIBIT 6 Statement of Work For an Enterprise Resource Planning System Project Prepared by Tyler Technologies, Inc. For an EDEN Implementation at City of Dublin, California Statement of Work City of Dublin - Enterprise Resource Planning Pr oje Contents EXECUTIVE SUMMARY .......................................................................... ..............................4 1.1 Objective of the Project .............. ............................... 1.2 Project Timeline /High Level Project Plan: ....................................................................... 4 1.3 Project Roles & Responsibilities: .................................................................................... 6 DATA CONVERSION AND CUSTOMIZATIONS ............................................ ..............................8 1.4 Data Conversion .............................................................................. ..............................8 1.6 The Implementation Team .............................................................. .............................15 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 15 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, AND WORK 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 Project Phases Defined ................................................................... .............................28 1.9.1 System Services Phase ......................................................................... ............................... 28 1.9.2 Financials Phase .................................................................................... ............................... 30 2 Statement of Work :06-gj of Dublin - Enterprise Resource Planning Projec .... . .......... ........................................... ........................ - ............ _.._...................................... _. ....................... _.._ ................ _ .... .......... --- ._.._ .............. _ ..... -. 1.9.2.1 Core Financials and Requisitioning ................................................................. ............................... 30 1.9.2.2 Project Accounting ........................................................................................... ............................... 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 EDEN Core Cashiering .................................................................................... ......................:........ 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 Licensing ............................................................................................................ .............................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 3 Statement of Work City of Dublin - 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. e 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 a four- 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 Accounts Payable Purchasing Requisitions Project Accounting EDEN Point of Sale Cashiering GASB 34 Reporter of Dublin - Enterprise Resource Planning Probe • Phase H_' 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 Control/ Budgeting 5 Statement of Work t r t:d City of Dublin - Enterprise Resource Planning Project" 1.3 Project Roles & Responsibilities: 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. Project Plan Development & Management LEADS ASSISTS Define Project Standards & Procedures LEADS PARTICIPATES Obtain Executive Mandate NONE OWNS Manage Deliverable Sign-offs LEADS PARTICIPATES Manage Tyler Implementation Resource Scheduling OWNS NONE Monitor Tyler Project Budget SHARE SHARE Risk Management SHARE SHARE Manage T ler Partner 3rd Party Implementations LEADS PARTICIPATES Schedule Dublin Resources NONE OWNS Develop Test Scripts PARTICIPATES LEADS Coordinate Tyler Interdepartmental Activities LEADS PARTICIPATES Coordinate Dublin Interdepartmental Activities PARTICIPATES LEADS Tyler Project Status Meetings LEADS ASSISTS Monitor Dublin Project Task Completion ASSISTS LEADS Coordinate and Manage Internal Dublin Project Meetings NONE OWNS Track Project Issues SHARE SHARE Technology Support Network Management NONE OWNS Database Administration NONE OWNS Coordinate System Backus NONE OWNS Project Charter NONE OWNS Contract Signing SHARE SHARE Project or Phase Kick -off LEADS PARTICIPATES Project Plannin2 - Project Tool Set Scope Mana ement SHARE SHARE Schedule Management . LEADS PARTICIPATES Quality Management/Testing Management/Testing Plan SHARE SHARE Communications Plan SHARE SHARE Risk Management Plan SHARE SHARE Change Management Plan LEADS PARTICIPATES Resource Management Plan LEADS PARTICIPATES T'S Statement of Work City of Dublin - Enterprise Resource Planning Projectr 7 LEADS VVU PARTICIPATES Training Plan Conversion Planning LEADS PARTICIPATES Tyler Fomis Mck-off Conference Call LEADS PARTICIPATES Finalize Project Management Plans LEADS PARTICIPATES Devela12 Schedule for Functional Leader Phase LEADS PARTICIPATES Structut-al Foundation Chart of Accounts Analysis and Design SHARE SHARE SoftwaTe Installation' LEADS PARTICIPATES Verification Test LEADS PARTICIPATES System Administration Training LEADS PARTICIPATES 7 Statement of Work City of Dublin - Enterprise Resource Planning Protect 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. Strateey 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 a mutually - 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 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 "I" 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 " I" ( "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 "11" 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 year 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. Statement of Work City of Dublin - Enterprise Resource Planning Proje • 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 Payroll/Position 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 t �— - - -- Responsibility Introduction, requirement discovery, and ;Tyler BA meets Client, coordinates calls Tyler BA analysis sessions and /or on -site discovery sessions leads, Client regarding details of modification. participates I� Requirement validation Client, Tyler Project Manager (PM), and Client, Tyler i Tyler BA verify modification is PM &Tyler necessary. BA participate Confirm need for system modification I Tyler BA evaluates requirements to Tyler BA leads I determine an existing solution is not 10 Statement of Work of Dublin - Enterprise Resource Planning Pro ec — — currently available. Create detail requirements document for i Tyler BA will work with the Client to Tyler BA, modification — Business Requirements :define modification requirements, Client.sign off Document (BRD). estimate costs, and gain approval. Requires signoff. Tyler Development to review Modification Tyler developers review Modification Tyler BA and Summary, analyze needs and create a Summary and create Client Developer program spec (Client Specification) Specification document describing how i i and where the program changes will i occur. Development of modification Tyler developers revise programs as Tyler needed for delivery to BA. Developers 5 Test.modification, followed by mod delivery ;Following program level testing, Tyler BA I to Client modification is delivered to BA for next level of testing to ensure changes meet 3 Client's requirements. Program is then delivered to Client system. — 1 Provide training and documentation to Tyler BA demonstrates program Tyler BA iImplementation staff and Client changes to Client representative and leads, Client j Tyler Implementation staff. Necessary and Tyler ,) documentation is provided. Implementati j on participate 1.5.1 ' Modifications Outlined in the Demonstration Developer Deposit. In the follow up demonstration on Friday, Aug. 15'h Tyler showed the City consultant charges coming from Accounts Payable (this is a standard feature in EDEN) but the staff charges we showed were actually Project Adjustments, not hours .coming from Payroll. The reason we couldn't just show hours coming from Payroll was 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 Payroll 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, Project Accounting, Payroll, 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, funds budgeted for custom development.) Modification — This modification would 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 information in the demo. The total estimated development cost of the solution would be $4,000 There would also be time & material fee for the EDEN Implementation Consultant to implement and document the process. We are estimating this time to be 8 hours ($ 1,200.00) 11 Statement of Work 1.5.2 Additional Custom Reports q -1 of Dublin - Enterprise Resource Planning Proj 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 Budget 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 • 5_Dub1in_SMIP.pdf • Covermemo Permit reports.pdf Custom Budeetine Revorts: • 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 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 4� afs_t�l of Dublin - Enterprise Resource Planning Proje 1.5.4 EDEN / Active Networks - CLASS Import 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) 13 Statement of Work • Workers Compensation Report • Deferred Compensation Report of Dublin - Enterprise Resource Planning Project( 14 Statement of Work City of Dublin - Enterprise Resource Planning Proje 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 rooms. • 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 3rd -party vendor projects that are not included in the Tyler Investment Summary. • Provide and facilitate 3rd Party Vendor Communication Plan and Escalation Process for 3rd Party Vendors that are not Tyler Investment Summary. 15 Statement of Work of Dublin - Enterprise Resource Planning Project • Initiate. Change Requests to project management plans as required. 1.6.1.3 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 P -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 of Dublin - Enterprise Resource 319, • Have basic computer skills: • Using a mouse • Clicking on an icon to open a new window • Minimizing windows • Switching between open windows • Printing screens • 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: • Using a mouse • Clicking on an icon to open a new window • Minimizing windows • Switching between open windows • Printing screens • 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 17 Statement of Work City of Dublin - Enterprise Resource Planning Projec 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 � 87 Statement of Work __ City of Dublin_ Enterprise Resource Planning Project • 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 modifi cations 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 Project 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 Configuration 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 for a `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 1.7.4 Parallel Testing Procedures of Dublin - Enterprise Resource 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 a high -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. A typical 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. General Ledger / I Accounts Payable, Payroll Purchasing Requisitions Human Resources Advanced Budgeting Position Budgeting Project Accounting F — Personnel Web Extensions HR Contract Management Accounts Receivable Fixed Assets — GASB 34 Reporter Parcel Manager I Project Management Permits & Inspections Crystal Reports Training Licensing. Tyler Output Processor Citizen Service Web i . Tyler Content Manager Extensions P &I & LI LE Mobile Web - Permits Executive Dashboard t 21 Statement of Work 1.8.2 System Services of Dublin - Enterprise Resource Planning Project, 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 Prcjectr 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 Financi Requisitioning Budget & Preparation ProjectAccounting Consultation Setup Data Conversion Setup & operations Training Go Live Data Conversion Go Live Support Accounts Receivable Consultation _F Go Live Data Conversion Setup, operations & Go Live Fixed Assets Consultation Go Live Data Conversion Setup, Operations & Go Live jContract Management Consultation --F—Go Live Data Conversion Setup, Operations & Go Live GASB 34 Consultation & Data Export Review Export GASB 34 File Fsetup. Ops & Go Live Support EDEN Integrated Cashiering Consultation Hardware Delivery Setup, Ops & Go Live Support Consultation Onsite Data Mapping Setup Data Conversion Setup & Configuration Operations Data Conversion Operations Training Go Live Data Conversion Go Live Support Budget Prep Consult Budget Prep Setup, Ops & Go Live 23 a Statement of Work 1.8.4 Personnel of Dublin - Enterprise Resource P 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 Planning Call Data Mapping Setup 'Data D Setup Load Extension Products Operations Data Conversion Test Functionality Operations Training Go Live Payroll Parallel Go Live Data Conversion Go Live Support PB Go Live & Post Go Live Training q� Project,,-t' 24 Statement of Work City of Dublin - Enterprise Resource Planning I 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 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 Licensing W Consult Planning Call Define �Modffications Load Extension Products Test Functionality Go Live Data Review Remote Setup Go Live Data Conversion -4 Go Live Support 25 Statement of Work 1.8.6 EDEN and Other Services 6;0 q (2�� 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 I Tyler Products &-- tamer Su ices Project Managgement Crystal Reports Training .I pr*, Planning I I Planrii g Call Fick Off Setup &--, Testing Project Status Mee�p Go Live Planning Call Beoner Class Setup L-, Testing Intermediate Classes Go L1t'8 Tyler OutPut Processor I Tyler Content - Manager LE I 26 6� r) t S� Statement of Work City of Dublin - Enterprise Resource Planning Project BLANK PAGE 27 U an a. a� 0 0 z wID A 0 4.. O Y .N C d O d N cc i tL V .O L Q. r Cd U 0 Cd U V b C� U 0 Cd 0 3 N � a N � V b �2-0 N O J N to r [- r b H b Cd Gy . co d y � d N 3 b as Y b b ° 0 rw w �;R 3 � 3Wo U n a bpz� Ada 3 OE a U °A 3 ° Q °° ° b °� o � A > R" t,` q t�� s� A a� o� c�U o° aaU ac�i 0 0 N UUU o° u 0 0 0 0 UcnA 0 U o 0 0 Urn W a 0 0 '' d 4 ti to I d . a o W a c a -ld —0 0- � A� O k A> o° w 'O 0 o° 'j H `d °' U a '�� 0 W A_ ° a°i W a� q-d o q Z 2 o O 0w �. ° to m q P. ,. 0U (n ,. ddMddMd tk cz W A W A W A W A o y a f:4 ^ w w Q w A w Q w Q •' Q G� E Go •p [� rA. H W H cc i-r 0 v (D ci cl +c+ wd Ao Aa C`o~ Wd °A'o'� 3U�1 F -4rAU� rid WU c ..a CIO y yy0 Cd Q +U+ U cw � a Cd �n U N 0 U o a � H GJ l � `A w 3 y i A � w � A U • re w � F L fs, v ca o � h Q a Q 0 � W 6 � �( �? 9 a� 0 A w 0 x O 3 w 0 d N t a N V C LL N Q� r C O 'U! C' d G R fA v C t0 C_ L 0 U T l � � C- 0 r.-4. cil b 0 a Cd L) 4.1 u ° 4. cd o oAW Cd �o O W o N Q p > t U•.oad�U�il,c�WwA AAAaw dan g W o Q i -d Q C 4° Cd E" C A °yA a� a ?? ° 3 w o O 0 ° x In w�� o o .• w x _ b p N F� m w > a� N' p. p, N� w 0 0 �. O y O 'd W b ° a o 0 o °' a A I., a a�i U Q dQ �Uw 0.� U >0 >a�-d o O a�7a;ww ° ¢Ud > UUUU'L) C a� b Cd r w aD y Id � b I; dl 0 0 c° v ° o U m 0, U w ++ N O O •� ° 44 '> � •> v U a Pr 1�-1 >> A oa o p, 1 kn FA y w H� A� o o frr > 5 . co � > ar cn: u GT,f3i Uv� l � � C- 0 r.-4. a� 0 a q w 0 H O O q Y M 47� S7 M 0 (d 4114 �•° �. � o y Uw 0.) �g Z a L 4 ° � �v� a q o w �s O q a j t 3 �- a o 3 a Q) O f V W> q •o a. o a 0 a O g a O Q b o o k °' o • N� a; c40m5 2 .0 o u w Lon o U�wC4 4.) a•� Qrr �la:;T. H o wwU E - U. U ti bO ^' W Ny y N •� y � ° cj •Cd ^ 0 Fri v 2O 1) Q0 `0'd 0 qA° ° U U qo •� P; EO ° o� NO u x a a) O U ° . r. w _ �4, „ � d o q � U C `d o . Z � Q" ¢�° >� dv��ww° w °O� WO 0 0 o 0 0 0 0 > w o rn aaE�da, ° UUU a>i aasa.Ei �w r o P.,E4 rn bo cn m v � bD o Cd d qbz o W Cd `° W o �s f� q Q bO ¢ v C7 cad o o C7 o .. U 4 cd v R,UR- A Q ke) y Q CD Q+ [-••1 j7y M N M Chi A Cd •� O w • ci H .R•i `i" 4 V cd � L7 •y w td y cn /rnUC UC u M U U O a PLO ° U 0 5 A w. 0 U x 0 3 w 0 T m c c O V V Q V d 'o IL` N N c c7 ° y V Ca O N •� w' W 0 �z I b 0 U w 0 O a O 1x1••1 N A rs, W U Ld 'Lt A. w ° 1 o „ a A Cd � o a� rij b x °o+ s� UgU�A�'.�� AA U L� U wo ooa0 \ Cd CIS U � ^, A. .� .� •� x A r uzQQQ U w�aa 40. �, U N ° b W dQ44 p"a � U d � O ° a ° o o A P. a U to i LCA eC O CC d of1 O G1 U v rin.1 M � �+ i-1 b 04 b0 O -, o O z d 0 iz o o y • • • • y � A ca 7> Qq0 b w °A d H'W N N w•o �b , .� o 0C�o x QM U U P-4 P , .y co .p 0 v O adU 1 i p o w rh °.. U z V3 w U rp > R. U' • • • • A x Ey c epe �n' C7 U U L7 m c c O V V Q V d 'o IL` N N 3 N m o c7 ° y V Ca �z �x CC U w N CC a B O b 0 o a xq A UgU�A�'.�� AA L� U x a U W 40. �, U N ° b W dQ44 p"a ° a ° o o A P. a U U ul LCA eC O CC d of1 O V cc+�C1•C FF-U.1 •O O rin.1 M � �+ i-1 ,my i-V -, o O a U H H •., d U• • • • • y � d H'W N N x QM .y co .p � v O adU y0., c� O adU 3 N m U U •O. a ° U 0 q w 0 0 w 0 CIO c 0 cc ca CL d IL` CD m m M N O G O cYC � 'b c�tid i N Q) -o c aq CIO Cd o 0 a.aw °x A al C5 ~ O y O 5 w ' y � a to C U y •� o'jj y 0 U k. p 5�D O >~ g, O 41 o cd a" L7 2 ° A cd b C av con 4 P;U45 P'4QQ U = a o 0 ° v �. 1 I U Q 1 0 bZ Q'FW won j H . cd Cd w o a tw � q 3 O 0 0� � x *Cd A O H Q) U') �DP 3 U u a, Z b U y ''�' .o •°�' o WbD � o A °° 'Y c ° Q W d cu au jj ° H Cd Y i O y ° O a E- Ey ¢ a; ° O q U w 1. O y ^�� � V P, E-+ a . . . . . . . . . . . . . . M bA U q � c1 b y O ro) rn Id m cn Q) rA. ai a a, 'y U � o,� U v v U x s��� o >, cis cc In L cu ,. Cy0 E� b aoo q 4+ v L ens a > � C w g d q � j" o V �•+ o y s °�' o 7 a V wd�3Ey wda Ada c 0 cc ca CL d IL` CD m m M N M M N b O O i N a 0x o v a 3 .y -o c aq o 0 a.aw °x A U U U to C a x cd a" L7 2 ° b C A bD aU C� a o 0 ° v �. Q'FW N j H o w � a4 M M m w W .5 Q 0 71.1 O 0 0 r c m E d �a c R y.. V R C O V IRT of 0 o o '� ao Cd a b `0 0 w 0 a_ y .sC o �� •� q U o ° Id m y x Cd �+ �•� ¢� U a W !C O U 9 4 aVi �' - ° q0 0 cC y °• V a3i s.a �cdE� U U �P:v�E�� U o 0 a°�'O � • • • • • • i U. 0 0 0° 0 U U U C) > w 0 o - q cd �4 Q �y 0 ' `� cd a Y ° ^ tea a� y �� W �o 0 a� o o b b •H •� 00 3 �+ 0 0 � [d O H Q waEyE� >w•ya+ U • • • Cd �D �..�y W 0 cj ed a oC'sw 0 o..,oq an cd Q o w w U U• • • a cp to q wC7w °�w° Ecd tea: O y Ci ca Cd a0 cd w co v, cd� U C ed cd aawcn r c m E d �a c R y.. V R C O V IRT of m N C O v V ii N a b eC a v A a W W d V L 0 ayi U dE�f� y Ey c 0 .y o o a ° a n U o ° y x Cd U C7 U a W !C O U 9 4 aVi �' - ° q0 0 cC y °• V ed a+ U y N ''� N U o o Q'wA � U o 0 a°�'O � U 0 0 0° 0 U U U to o o ;; a� U �kdlCZL) W q � to cd p! 00 3 �+ N to 1° Cd Cd 1 �..�y W 0 " ° 5 0 P. ed � U) 0 W A o..,oq an cd Q o o�o0 y bo O q bb.00 0 wC7w °�w° Ecd tea: ca Cd cd cd U v, cd� U C ed cd U CD u •r, cd w,•, 0 0 •-� cd N o awU c� arwU cd d P GTr N c*i O H cu cp vi aao = rA ci 0 rA U�U I. U�"ri�a rig. m N C O v V ii N a b eC a v A a W W d V L 0 ayi U dE�f� y Ey c 0 .y O P4 Q w 0 x w 0 C� F Y am .E- 2D r N cc U CD L O U Z W a W to N 7t g`7 0 a a, a x '° a Cd b '� a x x° o O o 0 QI� .~ �n 3 :E3 U •~ 3 U °_y o �D Q � p ° .. �Oj .�7 U bo c� U °v�aaU UPa lot x Z 3 A-d °y x dqw.`� Cd � � y •� y Go .fl O ,� a - .U�, Ua'on 0 v N rn o eC Cd ¢q q o P4 u S4 C x a cd acv F-4 W cd " Z -Lis '+"J ° 8 QA W co d�lAw� �W b4' O m O H N ° � � o w � E., a� q on �, w d ea v1 w b Ge I.. OUx OR m w u cd GOD A,;14 � cn a ct q p•, 8 i r "It �n cc CU m O CJ L" d90�7 am .E- 2D r N cc U CD L O U Z W a W to N 7t g`7 M 0 a, a x '° a Cd b '� cdW U Cd a•0wZ U� � U d �Oj .�7 U bo c� lot x Z 3 A-d °y x dqw.`� Cd W � � ,d - .U�, Ua'on O 7 O %� aCw ° rig rn rA Cd -... C x a cd acv F-4 �e co m � � o w � E., a� q on �, w d ea v1 h b Ge I.. OUx W ii UU m w u M a� 0 a A w 0 3 ° N r d H H Q x LL ti 01 o y Cd H O' A U Cd bD d ° o En �`d U �U�0.°1 ¢ p� c a N A o ° a io `° to ¢. ° o a $ ¢ > Z W -dd ° 3� 0 �O A C's d L) 0 0 W b.b00 b� P-4 a: H Fy a; ° p; A U U �HW � u bo o ¢ w _ c ° W w U U au w W A 0 °' ao 0 -8, A Ga. to o A A o a �- Saoo o Cd� ° 3 'C V .� U A va a a U O r d H H Q x LL ti 01 m C Cd o En U ¢ Cd p� w N ��,� ��. cd. $ ¢ > cd A o °0° 00.1 U A U U �HW o ¢ z 6 U � ¢ U au w W A 0 °' ao 0 .4 ., W ° Cd o t a o A A o A o a ° a o Cd� ° 3 'C to A U A .bz a A .. a� d � w w a) ¢mow P4 O ca w° co) C)>Cdowoo a, w >:,a o P.( >w UUa y ° U w y U y to C's U N y y cd a d a d C:i U'•1 w O Cd i4 Qi U H O H Q% � a p;wU� c; wU U• • • • • • • W Q o c Z vi \ rA CC EA Li W ISA O .q a o o m a� 0 .9 0 A w 0 H ° 3 0 a MM W Q CR N -130 I ef (6--� 7 M a b 'b t Z o e�. a x o a = 00 = p u o m Q ?? QU ai -g A °�. °. ° r x Cd7 L) ,�' °'o� www �� ��o•� Cd U�U AUw V y U �v�U�PI � U d ° � U d p yQ.' ° 4:4 0 Z b w -o d ° 3 W A V a 0A o 4.) o � ° o ° W- dA b �+ b •W�. O O y b > P-4 C7 a, v >U � `� ° � `° " 0 o P-1P-4 P., ° In al v� a� on �• Cd cd M cn � cd M ° ou �r I cd M cSCd M .,..� ed N cd � ° N •.--� Cd H O � ° � a P-4 W-4 °w.v U awv � a ° E x A y Cd V H U Ab mc� an -130 I ef (6--� 7 M ° 0 0 A O O 3 0 A Y CIO d N t as c i O L CL M c d O 00 C 0 a° c ca N 4) V 7 O W C O IL 7. M CP Ir; 00 M � m O 0 Q N O 0 'C cd cd 'L7 Cd 0 a o bo a, ` °' `° ; Cd o ° v O ° o P, cn o A -d a V v •� 0 U POiy U .d a�i y O Z o Q o u _ O m U .sa Q Q f� 0 U }+ � U Ej oO a - a ° W U � `� a) o d° o °�' w '0 In A P4 aj a) A ~ 0 0 op U a>i °J N N o 0 0° :: a�i o A o � . N N Ley o� � U�U� Ric/)AAU UU �oncn U� AA PEE u P1 W cs � Q O a, cs X00 Z =� bA � 0 co Cd �a ° i Cd o SO o o O O �u�x U =0 ¢� U° Z b o a a, cd "o o �Uy goy WQ^ ^G°yl r y v yy +�+ ✓l > > A > A U Pati. H 0 Pi Qmur4 cd O H p P. P-4 P, UUP4F a � m ° �FO -4 Q VJ ba Cd Cd \ p p . p cd g— O .� U CA U m U� U v ai "a o o a"4uD � �> cd o 44 44 � O p m U� O Cd �, N Cd N LO Qi [� w_ - M M N M N C6 � � •C xi m E'+ v W i+a W p qo y Cc d co a cd aA ea av� 44w w0 P,O 00 M a� U 0 cn P4 B A c., 0 0 3 0 y d C C O d a N V' 3 .O O IL L- O .N C d k W d N M NO ° ° a •U — X W �I Cd •� � •� A u 0 o+ 0 bo AA o _v v A 3 O 5 Cd O O O 0 q 0 w O Y 0 0 W oA �' ° ° > ;� ° 0 A 3 b 3v cd Q � o q° Q � w a A c Y' w Ufa " E" QQ UE� wwa QQ wU v �Uri w d a Cd o to A z w o cxQ �. as o Y I A o ° � Y U on o A A w ° > Y �x o ff A o w o$ �y �+ o ° a o q a °p ° _ .. U o ��' cd O y A' 00 °Z3 44 w dYa4 a0< 0 w ty ° 10 = Q Y b b o o m 0 E. ° > va 0 o 0 P-4 ;T.4 U'°d.5 o o ° o U W . � a ° Cd .--� q 0 �•+ c w O U O " N > ccd O , O a Cd Y � q U Y p Y • O N 0 0 n U 0 rn .U.i U a0•� 14 0 to vn In >, L d E ow A A A �p d 0 �J o ° 0 �?3 ea •� � U o y �, w0 aaU w as wa d C C O d a N V' 3 .O O IL L- O .N C d k W d N M rn M f r NO ^^11 W NO rl a — X W � � o A u o+ bo o _v v A 3 O 5 o W bD W •.. o o v o o Q bo 0 y m w C v Qj r4 .O E-� U v �Uri rn M f r U a� 0 Cwd Q 0 WA O 3 O q y 0 o � cd g v O V5 a LO 0O v o N U Ln � °' � p co uHQ pz i bO al , m O OP-4 [� H v b u o 0 a 0 x p X Z cu cd o o w 3 u0 o 0 v ,-,. �v a�m cu H� _ i•r F _-+ C) C � iii a) v W Sti d y ",- 0 m m � m M o— . (1) o v � u P--4 u PE4 U .x C r.� aj • o H W N N m m t 5w °Ww mv� v9> �n uW� a 3oH 4 0 ° O 5 q 4-r 0 H ° 3 0 ca w N w v m N C ca N N s E IL L d N a v c L � {0 V R a me a- r ° 0 b b U W .� cd q b o b a� O ° b U ate° a°q a ° N O U ?< >. N° U cd y y U 44 rn Aw O o °' a .s� ss o o u °r Lo u u Q u ci d a o ty P-4 d cd to ;; o a ° a a o a bo 4 q a ° 0 z `d Go cd 0 cd cd q ° 3 o .o a cd ' o $ IV q ° �, t� o o 3 a� > ° 0 c y p , o tr 0 � // p o U --o '2 O ° W Y ^ Frl Y z` CC U U an a o q o cd v] °? a� cd ca a' A ,, a �� •d o 0 A °n(L) " ° o b �b � w cd >>w � G °° ° ai ai o 0 0 0 ca d w4.0 w U ° o + P a-, w o o aa�d oa U a U U U N y bo ,edy i�r 4�•-i .� 0 E- �'. cd w +� cd [N� °� 444 O� 0 [ � - cd cn 0O •un cd to .°`� � .�••� cd cn y Y O U ✓2 - W O, N 4� U N •�•' U m h•y Y t� 4ti Y 0 0 U W GJ 4� U GJ •�' U Go o �o U rn U i•, o ., • N y i-+ U co h+1 • � W it U L� N N 41 • ^-� 4.1 u F„� I�� [� N [� U 0 - y c a MwU W > 0 u a,�naGO v a M N M N M y x rA Uzi ca c L7 O. O °� O a� cd $ 10 " '" LO a 09 ,..,U aw av�A aQU a,0.4 U N •a P. a� O on 04 95 A w 0 N w O m m c y c d J N of 79 �f �1. .b .� Cd in c Y o �y Q% a Qi A O Vi w R� � v� •d ti F7 Q 0 V O > as 6J .s4 O 0 ,q O bD U O i i O A v 6, A P. o A b ^, ° y 30 Ca a p. ° ) aui 0 0 P, �• U P+ w cC u A w° '°� °'mow ° U a.,A wU MAl A PT. ¢ U° U O on >� cd on Z oCd o A o W �1 A p Cd N o A Cd o c 0 Cd � o Cd A r. A zCd ° cu �° ° Wa A c ¢ PT, a o d w W O O ti �" b o b z ooh cdmL) a:a ° 00 UC7 'o Ld °o wHw U ;To. y y W N U Cd P-1 0 � H F°., "O U U' O t° aC7au:w �a U U a. a,v�w U U 0 w "> w n a a, U �" a Cd W L a: O co p G w C 0 q w o Q rn L4 a 0 U U U o 0 +�' p v? a F 'fsr ,r, M M ca E". C q ° cl ` Q to ad .y o o 'A M N 35 a d wH aa:U a��a m c y c d J N of 79 �f �1. N ,It .� Cd in c Y o N O > p Cd Cd 0 ,q O bD U O i i O A v 6, S ao :�2 3 � a Ed 42 U •� a� 15) a A o W o �• U P+ w cC u a° Cd > A PT. ¢ U° U wpb blo a Cd N o A A W c 0 Cd � o o o ° cu �° ° cd 3 o U 61 �x m ax A P. � A� z cdmL) ow .a ;To. � O H0 ON p O F°., "O U U' O t° aC7au:w �a U U a. a,v�w U U Cd C4 Cd W L V O co p G w C 0 q w 0 U U U o 0 +�' p . N U a P,wU > to A �iF W M N N x In a c w is y w y "4 N ,It .o 0 q 0 U 0 3 0 a N d U) U v ° 0 a 0 .N C d X W d M w G." 0 w ca .b x °gib b 0 o rn ° a.0 o° H � O . U 3 > wucnu cd U U bz Y Co °' o (2j to A U bA� a a o d O w a' A o a 3 ° � L) w m on b0 0 bq 0 ) U a a.wU�b a, :d p cd y Oo 00 y `Ti 0 WD WD ao N d U) U v ° 0 a 0 .N C d X W d M w M d• w y Cd O rn P-4 �? H rn Y Co A o a 3 ° � L) f� b d Cd Cd :d p cd y Oo a� 94 xD b k 3 88 o on cts o ar�aa U a o F a, w" . 0 to bo V) y bUO a�i DO cd to Cc bbD b Cd 'N aa) U) Cd — aa'i CJ cd RS N rn f�dy a) y .yGyyd Cy�d.1� a) y m Cy� iQ�) y U�:) y V U 0 U U U 0 h U U r7 N� h N N y o y N y y w au y 3 G. p s. Gn ca rA y o w app 3qri w� w •y .G a � w 'a � 'ti .a d w � � as 3a, �wx aww 3o E. 3wa M d• Y U GJ O N 0 :o 0 A 0 0 0 G +U+ 0) L) ea .0 a N d V d N L i ca C W LO r c am d m C R V CD �o CL r ui N 0 CL 0 L R N U N ki O� r b bb O O U Cd � H � 0 E. a a+ U U C z z7 �� a O U q vi ° boo m U CY ocn A a u �I H u O W a Cd ° A Q q w° � W ° a ° b O 0 b U wHwwa° a� H ° ri a 3 N bA 44-4 0 o cd w O v U • • L d in Ca O �i Ld 1.) 2 51 00 U � d w O p v� U W W A 0 a Q a�rnF°Q �w °o•� 0 °w °O� O s A N o q O� ON 0 P-4 FF--77 w a w U i°i H ^c7 U 0 P-4 a, 0 A a,. U y• y N a r�: �; o. 0 U U O U QA n, y �O ayy w ; �yy C) - `y� � y�y � �i Lei F� Fri ��I ��"� ��•� a s Cd �a �03 44 A a� P-1 P,4. U• • • • • • • • • • bo i N o d F W N bA x � y w c Fr rn •y U O _ O y a O Aq y w :n N 0 CL 0 L R N U N ki O� r U bb O O bA Cd � H � 0 E. a M U U C z w U ,o A m U ocn A a u �I ° u W a Cd ° A Q q w° � W ° a ° b O 0 b U wHwwa° a� H ° ri a 3 X 44-4 0 o cd w O v U • • L d in Ca a�� A rn cfj � d w O p v� U W L- 0 N N d 0 IL CL 0 O d F- M 91. � 81 a u U U pD N CD .2 a E� o Av F �� o H ° o "b eC o d0 0 0 A •� ,�a,v� o m a m "� a o 32o h U cad o ° 'ko U 0 0 a eD W A an A W °' U 'd z b -• z -d z b� UUE�a:Z O H A a� O N A a O H A N UD y A w '5d ° N N N Cd > > >�D ° U N N �o > >tD U U 0 F'+ O O U y • • • • • • • • • • • • CA Q bn � U rA d N d 0 o a O O U c A o A o A o 05 0 a 'D °' Cd ° r O a t7 a a E� >.A .v , , «aa abD 00 Cc, o p Da p +4 a0 O °a bD p] I °b 0A b - d ° "d Z •A " b ° 8 C Cdz 0 Q 0 >.5 w> >.5 w > >o •5 > o O Cd O O a w O o H Et O w W a. U R. O p a, E� a P. U N U N 44 E•y (ji Yi 0 U cd U y U a V) _ ... cd _ cC a . 3 3 cz 3 o, o� .•� 0 W ~ i 3 ° E~ a iz 4. cd cd C w v� a, a rig chi N a: vs chi '> a CD 8 rn Cd to C� ; y °= y a t a E~ a a a a cn-u Gn U�Gr. Ur�.iW U�piCJ L- 0 N N d 0 IL CL 0 O d F- M 91. � 81 a cl PLO a La o a, w o� cd U o UUE�a:Z d a QO O O U y � Q o In 0 0 o O & w cdo O — c W Q Q w, w wvE., ° r O a t7 a a E� U O U O _ bD p] bD Qj cc Cdz Cdz 0 Q 0 x Q a � p x 4J 44 E•y (ji N -'� Q W . Ec o� .•� a•'i C � U Cyr s. O. y ,� E~ a iz E 0 a� 0 .5 A 0 x 4, 0 W J L CD tm cc C m c d w c 0 U L Ld r et ui ai a o w � a a _ o .2 � v "o bA y U A o c� bo a cd � A •� UUwE- as Pa d � d P O O ° o > o A o w� A o a b 0 0 42 ° to o 'C o . PP. . a DO Y A � W -d -d waHdw ° 0 a o 0 0 o;t7a P-4: U o O Ada U O ida i. Ada, A spa A c A a a z °' -0 a z °J v o Z c o Q4 Ld z �b Q a ) Q Cd (U p a�A cn w�A a,EA d Cd o ,t� ag ag H a w y •y O � o O o 0 � U on ca o Cd ee Ha W J L CD tm cc C m c d w c 0 U L Ld r et ui ai v a o w � a ° ° Cy7 U .2 � v "o bA y cd a"i A bo A cd `o o UUwE- as d � d P O ° o > o A o w� A o b a o 42 ° to o o . y . PP. . y -d � ° waHdw ° 0 a o o;t7a O ;¢P; O Ada U O ida A spa A c A a a z °' -0 a z °J v o Z c o Q d Q a Q p a�A cn w�A a,EA as ,t� y Ca w w y •y O o U en U one U on ca o Cd ee v 8 a� Statement of Work _ City of Dublin Enterprise Resource Planning Project BLANK PAGE 47 3.y 97 .0 Exhibit 7 — Customizations/Modifications Detail - Custom Crystal 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 Develgpment Custom Reports: ✓ 1_Dublin SummaryPermitRptMonthly.pdf ✓ 2 Dublin PermitLog.pdf ✓ 3 dublin_issued.pdf ✓ 4 Dublinjinaled.pdf ✓ 5 Dublin_SMIP.pdf ✓ Co.vermemo_Permit reports.pdf Custom Budgeting Reports: ✓ Higher Service Level ✓ Current Service Level- Revenue ✓ Current Service Level- Expenditure ✓ Workload /Performance Indicators Custom Development Deposit Report Modification — This modification would 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 inforrpation in the demo. 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. F_ Vv".. IV, %t� I gb 0,A 19 � L) CERTIFICATE OF LIABILITY INSURANCE DP ID E ACORD TYLER -2 DATE(MMIDDMYY 03/03/08 PRODUCER Hays Companies 133 Federal Street, 3rd Floor THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. POLICY NUMBER POLtUT Lt' DATE (MMIDDIYY) Boston MA 02110 Phone:617- 723-7775 Fax:617- 723 -5155 INSURERS AFFORDING COVERAGE NAIL# INSURED TTyyler Technologies, Inc. MiiNIS Division Cole-Layer- Trumble Company CLT D1415ion The software Croup INSURER A: Hartford rise srasurance Ce. 19682 INSURER B: Hartford Casualty Company 03/01/09 INSURER C: Hartford Ins. Co. of Midwest 37478 PREMISES(Eaoccurence) $ 300,000 5949 Sherry Lane Dallas TX 75225 INSURER D: Anemia= Snt'l specialty Lies PERSONAL&ADVINJURY INSURER E G4VkKA(itS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREmM. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE WAY BE ISSUED OR MAY PERTAIN. ITT INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE UMTTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLtUT Lt' DATE (MMIDDIYY) DATE (MMIDDtM LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CW MS MADE 7 OCCUR 08 UUN A131553 03/01/08 03/01/09 EACH OCCURRENCE $1,0()0,000 PREMISES(Eaoccurence) $ 300,000 M.ED EXP (Any one person) $10, 0 00 PERSONAL&ADVINJURY S 1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS- COMPIOP AGG $ 2 , 0 0 0 , O O O GENL AGGREGATE LIMIT APPLIES PER: POLICY P LOC A AUTOMOBILE X LJABLITY ANY AUTO 08 LTUN AB1553 03/01/08 03/01/09 COMBINED SINGLE LIMB (Esecdclent) S 1, DOD, 000 ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS X HIRED ALITOS BODILY INJURY (Per accident) S X NON-OWNED AUTOS _ PROPERTY DAMAGE (Per scelderlt) $ GARAGE LIABILITY AUTO ONLY - FAACaDENr $ OTHER THAN EA ACC AUTO ONLY: AGG $ ANY AUTO S .S B EXCESSIUMBRELLA LIABILITY X I OCCUR ❑ CLAIMS MADE 08 RHU AB1435 03/01/08 - 03/01/09 EACH OCCURRENCE 15,0DO,000 AGGREGATE $ 15,000,000 $ $ . x 0DEDUCTIBLE X RETENTION $10,000 $ . C WORKERS COMPENSATION AND EMPLOYERS'LLABILITY ANY PRDPRIETORIPARTNMEXECURVE OFFICE IMEMBER EXCLUDED? 08 WB ELT4914 03/01/08 03/01/09 X TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 E.L DISEASE - EAEMPLOYEE $ 1,000,000 E.LDISEASE - POLICY LIMIT $ 1,000,000 It yes describe under SPECIAL PROVISIONS below - OTHER D Professional Liab 2833677 11/17/07 11/17/08 Agg 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS! VEWCLES'I EXCLUSIONS ADDED BY INIDORSEMENTI SPECIAL PROVISIONS Evidence of Insurance CERTIFICATE HOLDER Evidence of Insurance E:vmpmc ' SHOr e D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING RJSURM WILL ENDEAVOR TO MAL 30 DAYS WRITTEN NOTICE TO THE CERTRCAM HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABWIY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENiATNEL ACORD 25 (2001/08) ACORD CORPORATION 1988 97� 81 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