CC SR 20160606 06 - Tyler ContractRANCHO PALOS VERDES CITY COUNCIL
MEETING DATE: 06/06/2016
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA DESCRIPTION:
Consideration and possible action to approve a contract with Tyler Technologies, Inc. to
provide Software as a Service (SAAS) solution to replace the City's Financial
Accounting System
RECOMMENDED COUNCIL ACTION:
(1) Approve the contract with Tyler Technologies, Inc. to replace the City's financial
accounting system with a "software as a service" (SaaS) solution.
FISCAL IMPACT: $420,460(5 -year contract including implementation costs)
Amount Budgeted: $194,305 (FY16-17)
Additional Appropriation: N/A
Account Number(s): 681-2082-499-75-20
ORIGINATED BY: Deborah Cullen, Director of Finance �91 —
REVIEWED BY: Dave Aleshire, City Attorney
APPROVED BY: Doug Willmore, City Manager'
ATTACHED SUPPORTING DOCUMENTS:
A. Tyler/RPV Agreement and Exhibit C (page A-1)
BACKGROUND AND DISCUSSION:
The City's current financial software system, Sungard HTE (Naviline) was originally
implemented in 1999, and underwent an upgrade in 2004. Naviline is used for
accounting functions and business licensing within the Finance Department, as well as
for purchasing and to maintain budgetary compliance by all departments in the City.
Naviline has limited functionality and is residing on a legacy AS400 server, which is at
the end of its development cycle. If this server fails, the City will not be able to run the
financial software and this could result in the loss of financial data.
With the help of Government Finance Officers Association (GFOA), the City conducted
an RFP process that began in August 2011. An internal Evaluation Team was formed
with employees from each department. The selection process included identifying the
City's needs. Although this process started almost 5 years ago, the software
requirements remain the same. The recommendation that resulted from the GFOA-
sponsored RFP is to contract with Tyler Technologies Inc. to provide the City with its
"Munis" system as software as a service ("SaaS") for the City's financial system,
including general ledger, annual financial reporting, purchasing, accounts payable and
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electronic banking processing. Staff has added an additional module for payroll and,
with the implementation of this software, the City will have the ability to run payroll in-
house (rather than contracting with ADP, as is currently the case). This would save
contract costs of approximately $40,000 per year. Staff believes that this will be
accomplished without adding additional full-time staff.
Staff has worked with the City Attorney's office on the terms of the contract, and at this
time recommends finalizing the contract of the SaaS agreement, including the
statement of work ("SOW") and other related documents leading to implementation of
Tyler's "Munis" system. The proposed agreement would secure pricing for 5 years with
an option to renew for a subsequent 5 year term, and then annually thereafter, on the
same contract terms and conditions subject to mutually agreed modifications to the
contract sum.
Contract negotiations between the City Attorney's Office and Tyler Technologies were
long, arduous and beyond what is normally experienced. Most issues were satisfactorily
resolved. An issue not resolved to the satisfaction of the City Attorney's Office concerns
Tyler's use of subcontractors. The typical contract recommended by the City Attorney's
Office requires express assurances and indemnification for the work of all
subcontractors. This contract has all the usual references to subcontractors deleted.
Instead, the contract provides that any proposed future use of subcontractors by Tyler
will prospectively require both the express written approval of the City as well as the
City to be indemnified for the work of the subcontractor.
Another subcontractor issue is the current contract (in Exhibit E) contains an End User
License Agreement with a company named "Of Software Ltd." for Tyler's use of third -
party software. The License Agreement disclaims warranties and liability from "Of
Software Ltd." The software is a document -rendering functionality embedded in the
Tyler Forms Processing module named "DocOrigin." The services provided by Tyler
require the use of this type of software, which Tyler is providing through this
subcontractor. Tyler will not provide express assurances or general indemnification to
the City for this software. Tyler will not expressly assure the City that if there are defects
in the third -party software that a functional equivalent will be provided. Instead, Tyler
claims that the general contract which warrants Tyler's overall services is sufficient
assurances. Rather than general indemnification, Tyler offers to the City a "pass-
through" of only the intellectual property indemnification the software company provides
to Tyler. The terms of that indemnification are unclear. Tyler provides no other
indemnification for this software.
If the City experiences any issues or problems with Tyler's subcontractor "Of Software
Ltd." and the third -party software program "DocOrigin," the City will be limited to seeking
redress from Tyler (and not the third party) through the unclear indemnification
agreement Tyler has with its subcontractor and the general terms of the contract
between the City and Tyler. Those general terms include provision by Tyler of the entire
suite of software services detailed in the contract (which includes the functionality
provided by the DocOrigin software), a warranty that Tyler will perform these services to
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the highest professional standards, and indemnification for all Tyler work, operations
and activities.
Tyler's representatives have reiterated to the City that the DocOrigin software is used in
practically every Tyler contract. As a result, Tyler asserts it is motivated to both protect
its interests as it relates to the use of such software, particularly the impacts of any
third -party intellectual property claims, as well as to ensure Tyler's ability to continue to
provide such functionality to its client base should the DocOrigin software no longer be
able to meet Tyler's needs for its Tyler Forms Software.
ALTERNATIVES:
In addition to the recommended actions, the following alternatives are available for the
City Council's consideration:
Discuss and take other action(s) related to this matter.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
TYLER TECHNOLOGIES, INC.
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
TYLER TECHNOLOGIES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this day of , 2016 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City" or "Client") and Tyler Technologies, Inc., a Delaware
Corporation ("Consultant" or "Tyler"). City and Consultant are sometimes hereinafter individually
referred to as "Party" and hereinafter collectively referred to as the "Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest
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professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement
shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as
may be required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties
and interest, which may be imposed by law and arise from or are necessary for the Consultant's
performance of the services required by this Agreement, and shall indemnify, defend and hold
harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes,
penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions are
received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
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1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work,
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty
(180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.
City may in its sole and absolute discretion have similar work done by other contractors. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein
by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other
provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed Four Hundred Twenty Thousand Four Hundred Sixty Dollars
($420,460) (the "Contract Sum"), unless additional compensation is approved pursuant to Section
1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
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contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance.
By submitting an invoice for payment under this Agreement, Consultant is certifying compliance
with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual
expenses by the following categories: labor (by sub -category), travel, materials, equipment,
supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such
categories. Consultant shall not invoice City for any duplicate services performed by more than
one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for
correction and resubmission. Review and payment by City for any invoice provided by the
Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable
law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer's determination
shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be
entitled to recover damages against the City for any delay in the performance of this Agreement,
however caused, Consultant's sole remedy being extension of the Agreement pursuant to this
Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
«D„
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
w o
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement. Consultant
shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to
perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers, employees
or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Deborah Cullen, Director of Finance for the City of
Rancho Palos Verdes, or such person as may be designated by the City Manager. It shall be the
Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of
the performance of the services and the Consultant shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have
authority, if specified in writing by the City Manager, to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with
Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the transfer
to any person or group of persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Consultant, taking all transfers into account on a cumulative
basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Consultant or any surety of
Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including `any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of or related to services
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performed under this Agreement. The insurance must be maintained for at least 5 consecutive
years following the completion of Consultant's services or the termination of this Agreement.
During this additional 5 -year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. Moreover, the insurance policy must specify that where the primary insured does not
satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance
in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Consultant Initials
Me
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied
or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The
coverage shall contain no special limitations on the scope of protection afforded to City, and their
respective elected and appointed officers, officials, employees or volunteers. Consultant's
insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which
the Consultant may be held responsible for the payment of damages to any persons or property
resulting from the Consultant's activities or the activities of any person or persons for which the
Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as
provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is required
to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to
City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or
liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors'
reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
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(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City's negligence, except that
design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk
Manager") due to unique circumstances. If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the Consultant
agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt
of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Consultant's business, custody of the
books and records may be given to City, and access shall be provided by Consultant's successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
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providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify City for all damages resulting
therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as
"works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
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(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys' fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Consultant or be present at
any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed after
the date of default. Instead, the City may give notice to Consultant of the default and the reasons
for the default. The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices
during the period of default. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article. Any failure on the part of the City to give
notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights
or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
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obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the period
of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice
of termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
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thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non -terminating party with the opportunity
to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
the court allows which are incurred in such litigation. All such fees shall be deemed to have
accrued on commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
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No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected
class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos
Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72) hours from the time
of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
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9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating
to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant's Authorized Initials
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
•
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Carla Morreale, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Ken Dyda, Mayor
CONSULTANT:
TYLER TECHNOLOGIES, a Delaware
corporation
IRA
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE
DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S
BUSINESS ENTITY.
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ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that
STATE OF MAINE
COUNTY OF CUMBERLAND
On , 2016 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
❑
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that
STATE OF MAINE
COUNTY OF CUMBERLAND
On , 2016 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the services and provide the products detailed in the Statement of
Work ("SOW"), attached as Exhibit A-1. Such services and products shall include:
Provision of Software as a Service (SaaS) System. Tyler shall provide the City with, and
fully implement with the City's assistance, software as a service (SaaS) for the City's Financial
services, including the Tyler Software.
2. Implementation of SaaS System. Tyler shall be responsible for assisting the City in the full
implementation of each module. Implementation shall include the following:
a. Conversion of all City data to a format suitable for use in the SaaS system;
b. Training City staff on how to use the Tyler Software;
c. Any other implementation -related services itemized in Exhibit C and detailed in the
SOW.
3. Operation of SaaS System
a. Tyler will be responsible for hosting the software.
b. The City shall be able to access the software remotely on City computers provided such
computers comply with the minimum specifications provided by Tyler.
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EXHIBIT "A-1"
STATEMENT OF WORK ("SOW")
Table of Contents
Section A: Executive Summa
A.1 Project Overview.....................................................................................................................................
A.2 Project Criteria for Success.....................................................................................................................
A.3 Project Scope...........................................................................................................................................
A.4 Organizational Scope..............................................................................................................................
A.5 Data Conversion Scope...........................................................................................................................
A.6 Import and Export Scope........................................................................................................................
A.7 Reports
A.8 Workflows...............................................................................................................................................
A.9 Development Services.............................................................................................................................
A.10 Project Release Schedule......................................................................................................................
A.11 Deliverables..........................................................................................................................................
A.12 Tyler Forms...........................................................................................................................................
Section B: Proiect Governance...............................................................................................
B.1 Client Project Roles and Responsibilities...............................................................................................
B.2 Client Decision Making..........................................................................................................................
B.3 Executive Project Sponsors: ....................................................................................................................
B.4 Executive Steering Committee: ...............................................................................................................
B.5 Project Manager: .....................................................................................................................................
B.6 Project Team: ..........................................................................................................................................
B.7 Subject Matter Experts (SMEs)...............................................................................................................
B.8 Technical Team: ......................................................................................................................................
B.9 Upgrade Coordinator...............................................................................................................................
B.10 Client Tyler University Manager..........................................................................................................
B.I I Tyler Roles and Responsibilities...........................................................................................................
B.12 Tyler Executive Oversight.....................................................................................................................
B.13 Tyler Regional Manager........................................................................................................................
B.14 Tyler Project Manager............................................................................................................................
B.15 Tyler Implementation Consultants.........................................................................................................
B.16 Tyler Developers....................................................................................................................................
B.17 Tylerplementation Programmers......................................................................................................
B.18 Tyler Forms Designers iers...........................................................................................................................
B.19 Tyler Support Account Manager............................................................................................................
B.20 Tyler Technical Support Specialist.......................................................................................................
Section C: Proiect Management.............................................................................................
C.1 Project Plan Development and Mana eg ment..........................................................................................
C.2 Project Status Reports..............................................................................................................................
C.3 SharePoint................................................................................................................................................
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CAAeg ndas....................................................................................................................................................
C.5 Executive Steering Committee Meetings .................................................................................................
C.6 Site Reports..............................................................................................................................................
C.7 Issues Log and Issue Tracking.................................................................................................................
C.8 Risk Mana _ eg ment.....................................................................................................................................
C.9 Scope/Contract Change Process...............................................................................................................
C.10 Deliverable / Milestone Acceptance......................................................................................................
C.I I Control Point Acceptance.......................................................................................................................
C.12 Other Project Management Resources...................................................................................................
Section D: Technology Architecture......................................................................................
D.1 Hardware Requirements...........................................................................................................................
D.2 Environments...........................................................................................................................................
D.3 Key Dates for Hardware Availability......................................................................................................
Section E: Implementation......................................................................................................
E.1 Implementation Methodology Overview..................................................................................................
E.2 Control Points...........................................................................................................................................
E.3 Project Initiation.......................................................................................................................................
EAProject Planning........................................................................................................................................
E.5 Structural Foundation...............................................................................................................................
E.6 Knowledge Transfer.................................................................................................................................
E.7 Static Environment Test (SET) .................................................................................................................
E.8 Implementation.........................................................................................................................................
E.9 Live Preparation.......................................................................................................................................
E.10 Live Processing......................................................................................................................................
E.11 Post Live Process....................................................................................................................................
E.12 Phase Closure.........................................................................................................................................
Section F: Homework Requirements.....................................................................................
Section G: Facility Requirements...........................................................................................
SectionH: Appendix................................................................................................................
Appendix 1: Deliverable Expectation Document...........................................................................................
Appendix 2: Hardware Requirements.............................................................................................................
A-24
Section A: Executive Summary
A.1 Project Overview
Consultant shall deliver the professional services itemized in the Investment Summary (provided in
Section I of Exhibit C) and detailed herein in connection with Tyler's licensing of its proprietary software
listed in the Investment Summary. Consultant shall provide City with software as a service for the City's
financial system as set forth in this Statement of Work ("SOW"), including but not limited to, general
ledger, annual financial reporting, purchasing, accounts payable, and electronic banking processing.
A.2 Project Scope
The project scope is comprised of the following modules, data conversions, interfaces, reports,
workflows, and deliverables defined in this section plus any related professional services described
throughout this SOW. If any services, tasks, or responsibilities not specifically described in this SOW are
inherent or necessary sub -activities of the tasks or are otherwise required for proper performance of the
services or tasks they shall also be included within the scope.
A.2.1 Module Scope
The scope of modules included in this Enterprise Resource Planning (ERP) project includes the following
Tyler and third party software products.
A.2.2 Proiect Phases
Implementation for the following functional areas and each of the modules related to the functional areas
has been divided into the following major phases. Each phase will include all requirements as set forth in
Tyler's responses to the Client Functional Requirements in the City's Request For Proposals (attached
hereto as Exhibit A-2), , or their functional equivalent
Phase
Functional Areas
Modules
Date
1
Core Financials
. Accounting General Ledger
or as defined
• Cash Management
• Project & Grant Accounting
in the Project
• Budgeting
Plan
• Requisitions
• Purchase Orders
• eProcurement
• Accounts Payable
• Accounts Receivable
• General Billing
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A.3 Organizational Scope
Tyler will implement the functional scope and in -scope software modules for use across the entire Client
including process considerations for all departments.
A.4 Data Conversion Scope
The following conversion options are a comprehensive list that represents the quoted modules included in
the Tyler proposal and considered in scope. Requests to convert data outside of the contracted conversion
options or failing to adhere to the noted conversion assumptions in section E.8.7 will be considered out of
scope.
Accounting Opt 1 - Actuals
General ledger — actual account summary balances for up to 3 years, to be
• Fixed Assets
populated in the GL Master and GL Master Balance tables
Accounting Opt 2 - Budgets
System Wide
• Tyler Reporting Services
populated in the Munis GL Master and GL Master Balance tables. This can
• Tyler Forms Processing
Accounting Standard COA
Chart of Accounts conversion from spreadsheet (to be provided during COA
analysis)
• Munis Office
Check History
Accounts Payable Opt 2 -
Invoice History
Invoice
• Role Tailored Dashboard
Accounts Payable Standard
Vendor Master
Master
• Tyler Content Manager SE
Fixed Assets transaction history
Fixed Assets Std Master
A.3 Organizational Scope
Tyler will implement the functional scope and in -scope software modules for use across the entire Client
including process considerations for all departments.
A.4 Data Conversion Scope
The following conversion options are a comprehensive list that represents the quoted modules included in
the Tyler proposal and considered in scope. Requests to convert data outside of the contracted conversion
options or failing to adhere to the noted conversion assumptions in section E.8.7 will be considered out of
scope.
Accounting Opt 1 - Actuals
General ledger — actual account summary balances for up to 3 years, to be
populated in the GL Master and GL Master Balance tables
Accounting Opt 2 - Budgets
General Ledger — budgeted account balances for up to 3 years, to be
populated in the Munis GL Master and GL Master Balance tables. This can
include the original budget, budget adjustments, and revised budget.
Accounting Standard COA
Chart of Accounts conversion from spreadsheet (to be provided during COA
analysis)
Accounts Payable Opt 1 Checks
Check History
Accounts Payable Opt 2 -
Invoice History
Invoice
Accounts Payable Standard
Vendor Master
Master
Fixed Assets Opt 1 - History
Fixed Assets transaction history
Fixed Assets Std Master
Fixed Assets Master
General Billing Opt 1 -
General Billing - Recurring bill templates
Recurring Invoices
General Billing Opt 2 - Bills
General Bills
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General Billing Std CID Customer File
Purchase Orders - Standard Open purchase orders with encumbrances
A.5 Import and Export Scope
City's standard file layouts and methods will be used. For each standard interface, Tyler encourages that
Client has an active support agreement with the third party system and for Client to be on a current
version actively supported by the manufacturer/developer of the product installed. Client understands that
not being on Version 11.2 of Tyler's software may have an impact on the use. Any requests to modify
standard file layouts will follow the Scope/Contract Change Process defined in this Statement of Work.
A.6 Reports
All in -scope standard reports (those designated with a "SR" or "Standard Report" response in the
functional requirements) are going to be met with the delivered report out of Munis. Any changes or
customizations of these standard delivered reports requested by Client may result in a change order and
additional cost.
The Tyler suite of programs contains hundreds of canned system reports, each utilizing configurable user -
supplied parameters to provide hundreds of reporting variations. Report Writing training and the Report
Library of over 200 reports via the Munis Support Website shall be included in this SOW.
Tyler Reporting Services utilizes an SQL report writing tool called Business Intelligence Development
Studio (BIDS) to extract data from the Munis system and create custom reports. Once trained, Client will
have the ability to create its own custom reports and modify any report from the TRS Report Library.
A.7 Workflows
All of the available workflow functionality in the licensed modules shall be considered in -scope. Tyler
consultants will work with Client resources to help identify, configure, and train on included workflow
processes including preparation of the System Design Document — DED 5.
A.8 Development Services
No Development Services have been identified at the time of this Statement of Work. If Development
Services are necessary, an enhancement request must be submitted to Tyler Development and a quote will
be provided.
A.9 Project Release Schedule
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Tyler's implementation approach requires that the City will adhere to the following upgrade schedule.
Tyler's Project Manager(s) will coordinate with the City project team to coordinate the upgrade activities
as follows:
Version
Test Environment Deployment
Live Environment Deployment
VI 1.2
U on Installation
Upon Installation
A.10 Deliverables
Tyler will provide the Deliverables identified throughout this statement of work. Deliverables will be
submitted as a work product for Client review and follow the Deliverable acceptance procedures defined
in Section C.11.
Implementation Management Plans
DeliverableDeliverable
Cross Phase 1-1
Phase 1
Project Plan
1 1-2
User Manuals
1 1-3
Data Conversion Plan
1 1-4
System Design Document
1 1-5
Static Environment Test (SET) Plan
1 1-6
Modification Specifications
1 1-7
Pre -Live Checklist
1 1-8
Lessons Learned Document
1 1-9
A. I I Tyler Forms
Tyler's Form Library prices are based on delivering the specific form quantities listed below. Additional
formats of forms listed below are extra. Custom forms, where custom designs are not required to meet
any of Client's functional requirements, would require a change order. Please note that Tyler Forms
requires the use of approved printers only as specified in Exhibit A-3 ("TylerForms Output Management
Solution Printer Requirements").
• Financial Library includes: 1 A/P Check, 1 EFT/ACH, 1 Purchase Order, 1099M, 10991NT,
10995 and 1099G.
• General Billing Library includes: 1 Invoice, 1 Statement, 1 General Billing Receipt and 1
Miscellaneous Receipt.
Section B: Project Governance
B.1 Client Project Roles and Responsibilities
This section presents the roles and responsibilities for the key staff positions for the project. The joint
team of Client and Tyler are responsible for designing, developing, and delivering the final products of
•
this project. The other party will be promptly notified in writing if Client or Tyler modify the named
individuals below.
B.2 Client Decision Making
Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks and prepare
for subsequent training sessions. Decisions left unmade may affect the project schedule as each analysis
and implementation session builds on the decisions made in prior sessions. The following table identifies
the type of decisions and project team members with decision authority:
Type of Decision
Changes to SOW affecting project budget
and/or timing and/or project goals
Client Decision Making Responsibility
Executive Steering Committee
Client Policy Decisions
Executive Steering Committee
Changes to SOW not affecting project budget
and/or timing and/or project goals
Client Project Manager'
Acceptance of Milestones / Deliverables
Client Project Manager
Configuration Decisions
Client Project Team
B.3 Executive Project Sponsors:
The Client Executive Project Sponsors provide support to the project by allocating resources, providing
strategic direction, communicating key issues about the project and the project's overall importance to the
organization; and when called upon acting as the final authorities on all project decisions. The project
sponsors will be involved in the project as needed to provide necessary support, oversight, guidance, and
escalation, but will not participate in day-to-day activities. The project sponsors will empower the
steering committee and project team to make critical business decisions for Client. Client Executive
Project Sponsors are identified below.
B.4 Executive Steering Committee:
The Executive Steering Committee will understand and support the cultural change necessary for the
project and oversees the project team and the project as a whole. Through participation in regular internal
meetings the Executive Steering Committee will remain updated on all project progress, project decisions,
and achievement of project milestones. The Executive Steering Committee is responsible for ensuring
' Client Project Manager shall be the Contract Officer.
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that the project has appropriate resources, providing strategic direction to the project team, and is
responsible for making timely decisions on critical project or policy issues. The Executive Steering
Committee also serves as primary level of issue resolution for the project. Executive Steering Committee
members are identified below.
Resource Title
B.5 Project Manager:
Client's Project Manager, who shall be the Contract Officer, will coordinate project team members,
subject matter experts, and the overall implementation schedule with Tyler. Client Project Manager will
serve as the primary point of contact with Tyler. The Project Manager will be responsible for reporting to
the Executive Steering Committee and providing the majority of Client's change management
communications and coaching. The Project Manager is identified below.
B.6 Project Team:
The assigned Project Team will have detailed subject matter expertise and be empowered to make
appropriate business process and configuration decisions in their respective areas.
The Project Team is tasked with carrying out all project tasks described in the Statement of Work including
planning, business process analysis, configuration, documentation, testing, training, and all other required
Client tasks. The Project Team will be responsible for and empowered to implement the new system in the
best interests of Client consistent with the project goals, project vision, and direction from the Project
Manager and Executive Steering Committee. Tyler will train members of the Project Team pursuant to
requirements of this Agreement, Project Team Leads are identified below.
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Resource
Function
B.7 Subject Matter Experts (SMEs)
Subject Matter Experts (SME's) will play an important role in the project to provide necessary expertise
not found on the project team and to support project team activities. However, subject matter experts will
have a primary responsibility to their "home" department.
SMEs will be Client's primary interface to all other users of the system throughout Client (the End
Users). Client's End Users will ultimately be the users of the system in all areas through Client. SME
proactive adoption of the system is vital to Client realizing success in this project. SMEs will be
consulted throughout the process to provide feedback on business processes decisions, configuration
decisions, training, documentation, and testing.
B.8 Technical Team:
Client's Technical Team shall be primarily responsible for overall system administration, security, and
workflow. The Technical Team will also handle all data conversions, interfaces, and reporting for Client.
Technical team shall be responsible for system administration post go -live.
Client's technical team will be responsible for all technical aspects of the project. Technical team
members are identified below.
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B.9 Upgrade Coordinator
The Client Upgrade Coordinator is the individual that is responsible for the coordination of activities
related to upgrading Tyler's application during the project (if required). Additionally, this role is
responsible for managing the upgrade process post go -live. Client Upgrade Coordinator will work with
Tyler to do the following:
• Become familiar with the upgrade process and required steps
• Become familiar with Tyler's Release Life -cycle policy
• Utilize Tyler Community to stay abreast of the latest Tyler Release Life Cycle updates as well as
the latest helpful tools to manage your upgrade process
• Assist with the upgrade process, if required, during implementation
• Manage upgrade activities post -implementation
• Manage upgrade plan activities
• Coordinate upgrade plan activities with Tyler and Client resources
• Communicate changes that will affect users and department stakeholders
• Obtain department stakeholder sign -offs to upgrade Live/Production environment
• Create and publish Client's site's multi-year, forward -projection upgrade plan
Client Upgrade Coordinator(s) is/are identified below.
B.10 Client Tyler University Manager
To assist with the knowledge transfer of Tyler's products, Tyler provides a Learning Management
System, or LMS, known as Tyler University. Tyler University is loaded with course curriculum and
corresponding courses for users of all types. Client Tyler University Manager is responsible for the
following roles:
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• Work with the Tyler Project Manager(s) to map out standard curricula for users
• Communicate registration and enrollment requirements to Client users
• Monitor the progress of user's prerequisite courses
• Act as a Tyler University resource for users
• Work with Tyler Project Manager to import users
Client Tyler University Manager is identified below.
B.I 1 Tyler Roles and Responsibilities
Tyler shall be responsible for the various tasks and roles in the following sections and tables.
B.12 Tyler Executive Oversight
The Tyler Vice President of Implementation has indirect involvement with the project and is part of the
Tyler escalation process. This team member offers additional support to the project team and is able to
work with other Tyler department managers in order to escalate and facilitate implementation project
tasks and decisions. The Tyler Project Manager or Regional Manager will apprise the Vice President of
Implementation of known issues that may require assistance or impede project performance..
B.13 Tyler Regional Manager
Tyler Project Managers may consult the Regional Manager with issues and decisions regarding the
project. The Tyler Regional Manager is responsible for:
• Assignment of consultants and ensuring that availability, or lack of availability, for consultants
assigned to the Client project does not negatively impact the Client timeline.
• Assisting the Tyler Project Manager with resolution of issues Monitoring progress of the
implementation and ensuring the project is on target to meet the desired objectives
• Monitoring overall quality of the project including quality of consulting deliverables
• Providing proactive personal communication with Client's Executive Sponsors, Client's
Steering Committee, and/or Client's Project Manager
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B.14 Tyler Project Manager
Tyler will assign one person the role of "Tyler Project Manager" and that individual will be responsible
for the following.
• Serve as primary point of contact for Client
• Coordination of all Tyler resources across all modules, and activities including development,
conversions, forms, installation, reporting, implementation, and billing.
• Monitor and manage overall project risks
• Communicate regularly with the Client project manager
• Track completion of project tasks
• Escalate outstanding issues for approval within Tyler or coordinate change order process.
• Monitor project quality
• Identify and timely communicate any Client risks that may negatively impact the project.
Tyler Project Manager is identified below.
B.15 Tyler Implementation Consultants
Tyler's Implementation Consultants will have Tyler Munis knowledge as well as industry knowledge of
public sector practices and processes that will enable each consultant to advise Client on the most
appropriate way of configuring Munis and overall achievement of the Client project scope and goals.
Tyler Implementation Consultants are identified below.
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B.16 Tyler Developers
The Tyler Developers are offsite resources responsible for:
■ Performing detailed requirement gathering for contracted modifications (in scope enhancements,
custom reports and custom interfaces)
■ Work with City in reviewing the existing development queue and existing product offerings to
determine if the desired functionality can be provided in a less expensive fashion
■ Creating and delivering functional specifications for contracted modifications
■ Programming and incorporating modifications per the specifications into the base product
■ Performing internal quality assurance and developing technical and help documentation
■ Providing custom development packages to be loaded into the Tyler system via the Munis
Internet Update (MIU) utility
IN Performing and providing any necessary modification defect corrections
B.17 Tyler Implementation Programmers
The Tyler Implementation Programmers are offsite resources responsible for:
■ Validating customer data files are readable
■ Developing customized conversion programs to convert legacy data into the Tyler database for
production use according to defined mapping.
■ Providing custom conversion packages to be loaded into Tyler's system via the Munis Internet
Update (MIU) utility.
■ Providing error reports on unsupported data conditions and the merging or normalization of data
fields. Assisting Client with understanding and interpreting those reports.
■ Perform modifications and corrections to customized conversion programs as data anomalies and
exception conditions are discovered
B.18 Tyler Forms Designers
The Tyler Forms Designers are offsite resources responsible for:
■ Providing specifications, or Forms Kits, for all forms in scope
■ Reviewing requirements for equipment and supplies
■ Developing and provide form mock-up designs
■ Conducting review of client's form mock-up sheets
■ Developing final form designs
■ Testing forms and modifying as appropriate based on test results
■ Working with Client team members on the results of functional testing and making changes to
address issues from testing
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■ Configuring and installing forms software and approved forms
■ Producing design and troubleshooting documentation for forms
B.19 Tyler Support Account Manager
Tyler Support Account Managers are offsite resources responsible for the following the first year after
each phase go -live:
■ Providing post -implementation client management and planning services
■ Planning and preparing for key first year processes such as year-end and W-2 processing
■ Assisting Client plan release upgrades
B.20 Tyler Technical Support Specialist
Tyler Support Specialists are offsite resources responsible for:
■ Managing incoming customer issues via phone, email, and online customer incident portal
■ Documenting and prioritizing issues in Tyler's Customer Relationship Management (CRM)
system
■ Providing issue analysis and general product guidance
■ Tracking issues and tickets to timely and effective resolution
■ Identifying options for resolving the reported issue
■ Reporting and escalating defects to Tyler Development
■ Communicating with customers on the status and resolution of reported issues
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Section C: Project Management
This section outlines key project management tasks that are to occur throughout the project.
C.l Project Plan Development and Management
All project tasks will be assigned to Client and/or Tyler and due dates which correspond with the overall
project schedule. Project Tasks that are not completed by the due date may adversely affect the project
schedule and live dates.
C.1.1 Requirements/Notes
The Project Work Plan will contain:
■ Project's activities and tasks
■ Dates of project activities and tasks
■ Specific resources assigned to project tasks
Detailed Project schedule / Work Breakdown Structure (WBS) featuring phases, deliverables,
and work packages
■ Milestones and Deliverables
■ Client Review Periods for Milestones and Deliverables
■ Project Acceptance of Implementation Control Points
■ Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks
and prepare for subsequent training sessions. Decisions left unmade may affect the project
schedule as each analysis and implementation session builds on the decisions made in prior
sessions
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Client Role
Role
Steering
■ Review project plan
■ Review project plan for
Committee/Regional
compliance with SOW
Manager
Project Managers
■ Work with Tyler project manager
• Take lead in developing project
to develop project plan
plan
Project Team /
■ Review project plan
• Review and become familiar
Implementation Consultant
with full project plan
Subject Matter Expert / Other
. Identify applicable
■ Identify applicable
meetings/deadlines on project
meetings/deadlines on project
plan and plan accordingly
plan and plan accordingly
C.1.1 Requirements/Notes
The Project Work Plan will contain:
■ Project's activities and tasks
■ Dates of project activities and tasks
■ Specific resources assigned to project tasks
Detailed Project schedule / Work Breakdown Structure (WBS) featuring phases, deliverables,
and work packages
■ Milestones and Deliverables
■ Client Review Periods for Milestones and Deliverables
■ Project Acceptance of Implementation Control Points
■ Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks
and prepare for subsequent training sessions. Decisions left unmade may affect the project
schedule as each analysis and implementation session builds on the decisions made in prior
sessions
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■ The project plan will be consistent with the SOW
■ All homework and other activities required of either the Client Project Team or Tyler
consultants will be included on the project plan.
C.2 Project Status Reports
Tyler will prepare project status reports every month throughout the project. Project reports are intended
for the Client Executive Sponsor, Client Steering Committee, Tyler Executive Oversight, and Tyler
Regional Manager and provide the following key elements:
• Project Status
• Summary of accomplishments
• Status of key milestones and deliverables
• Upcoming tasks and schedule
• Assist with Identification Issues/Risks (including issues/risk that may impact project
goals)
• Planned risk mitigation strategy
• Summary of change requests
Tyler Project Managers will also review project progress and status with the project leads and team
members for both Tyler and Client on a bi-weekly basis, or more often if deemed necessary by either the
Tyler Project Manager or Client Project Managers.
Steering Committee/Regional
Manager
Client Role
■ Review status reports
Tyler Role
• Review status reports
Project Managers
• Provide any necessary updates
• Prepare status reports
for status reports
• Post status report to project
• Participate in bi-weekly status
SharePoint
meetings
• Facilitate bi-weekly status
• Review status reports
meeting
Project Team /
. Review status reports
• Participate in bi-weekly status
Implementation Consultant
. Participate in bi-weekly status
meeting if necessary
meeting if necessary
C.2.1 Requirements/Notes
The format for the status reports will be mutually agreed as part of the project planning phase of the
project.
Client will cooperate and provide information for inclusion on the status reports.
Tyler will submit status reports that identify issues related to the entire project.
•
The Status reports will be delivered at least two (2) business days prior to any scheduled Executive
Sponsor, Steering Committee, or Project Manager meeting at which status reports are being
discussed.
C.3 SharePoint
Tyler will provide a SharePoint site that will serve as the primary collaboration tool for use on the project.
The SharePoint site will contain the project plan, all Tyler project documents, any Client project
documents, any deliverables, sign offs, change orders, and other documents that will be shared with the
project team.
C.3.1 Requirements/Notes
As part of the Project Kick Off, The Tyler Project Manager will provide an overview of the SharePoint
Site, its organization, included documents and policies for use.
The Client and Tyler will mutually agree upon SharePoint use for the project.
Tyler will perform a daily routine backup for all Client SharePoint sites using industry standard backup
techniques and processes. Site-specific backup files can be provided as a billable service with a minimum
of 4 hours charged for each backup file using the contracted Tyler rate for implementation services. Tyler
does not provide SharePoint consulting services to restore provided backup files in client -hosted
environment.
CA Agendas
Tyler's project manager will provide agendas at least 2 weeks prior to any on-site meeting. Agendas will
include:
• Session Title
• Required Attendees
• Prerequisites (eLearning and documents)
• Session Topics
• Requirements (classroom)
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Client Role
Tyler Role
Steering Committee
• Review SharePoint site as
• Review SharePoint site as
necessary
necessary
Project Managers
• Manager Client information on
• Manage overall SharePoint site
SharePoint Site
include set up of SharePoint
folders
Project Team /
. Utilize SharePoint site for project
• Utilize SharePoint site for project
Implementation Consultant
documents (both posting and
documents (both posting and
downloading)
downloading)
Subject Matter Expert / Other
. Review SharePoint as necessary
• Post trip reports and other
documents as necessary.
C.3.1 Requirements/Notes
As part of the Project Kick Off, The Tyler Project Manager will provide an overview of the SharePoint
Site, its organization, included documents and policies for use.
The Client and Tyler will mutually agree upon SharePoint use for the project.
Tyler will perform a daily routine backup for all Client SharePoint sites using industry standard backup
techniques and processes. Site-specific backup files can be provided as a billable service with a minimum
of 4 hours charged for each backup file using the contracted Tyler rate for implementation services. Tyler
does not provide SharePoint consulting services to restore provided backup files in client -hosted
environment.
CA Agendas
Tyler's project manager will provide agendas at least 2 weeks prior to any on-site meeting. Agendas will
include:
• Session Title
• Required Attendees
• Prerequisites (eLearning and documents)
• Session Topics
• Requirements (classroom)
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• Known homework tasks to be assigned
C.4.1 Requirements/Notes
• Upon submission of the agenda, Client shall review and provide comments or questions on the
agenda within five (5) business days. Tyler shall make any required revisions promptly to allow
for appropriate meeting preparation.
• All meeting participants will review meeting agendas prior to the meeting.
C.5 Executive Steering Committee Meetings
The Project Communications Plan developed at the beginning of the project (as part of the implementation
management plan) will identify a meeting schedule for the Client Executive Steering Committee. The
Executive Steering Committee will meet weekly and Client project managers will prepare the Executive
Steering Committee Agenda prior to all scheduled Executive Steering Committee meetings. The Executive
Steering Committee agenda will include any issues that require approval at the next meeting. If necessary,
Tyler's Project Manager, or Regional Manager may participate in the Executive Steering Committee
meeting either in person or by phone.
C.5.1 Requirements/Notes
In the event that there are project issues that require Tyler's on-site participation, Client will not be required
to reimburse the costs of travel for Tyler's Project Manager, Regional Project Manager, or Tyler Executive
Sponsor's on-site participation. Client may cancel Executive Steering Committee Meetings if there are not
a sufficient number of items to discuss or if items can be deferred until the following meeting.
Client Role
Tyler Role
Project Manager
. Review Agenda
• Develop agendas
• Distribute to Meeting
• Post agendas to SharePoint
Participants
Project Team /
. Review Agendas prior to
• Review agendas prior to meeting
Implementation Consultant
meeting
Subject Matter Expert / Other
. Review agendas prior to meeting
• Review agendas prior to meeting
C.4.1 Requirements/Notes
• Upon submission of the agenda, Client shall review and provide comments or questions on the
agenda within five (5) business days. Tyler shall make any required revisions promptly to allow
for appropriate meeting preparation.
• All meeting participants will review meeting agendas prior to the meeting.
C.5 Executive Steering Committee Meetings
The Project Communications Plan developed at the beginning of the project (as part of the implementation
management plan) will identify a meeting schedule for the Client Executive Steering Committee. The
Executive Steering Committee will meet weekly and Client project managers will prepare the Executive
Steering Committee Agenda prior to all scheduled Executive Steering Committee meetings. The Executive
Steering Committee agenda will include any issues that require approval at the next meeting. If necessary,
Tyler's Project Manager, or Regional Manager may participate in the Executive Steering Committee
meeting either in person or by phone.
C.5.1 Requirements/Notes
In the event that there are project issues that require Tyler's on-site participation, Client will not be required
to reimburse the costs of travel for Tyler's Project Manager, Regional Project Manager, or Tyler Executive
Sponsor's on-site participation. Client may cancel Executive Steering Committee Meetings if there are not
a sufficient number of items to discuss or if items can be deferred until the following meeting.
C.6 Site Reports
Each Tyler resource that is on-site for project activities with Client will provide a site -report and post to
the Tyler SharePoint site. All site reports will contain meeting notes, issues, and documentation of any
decisions during the visit. Site reports will be completed within one week for each visit. Tyler will be
responsible for taking any issues or risks identified in the site reports and adding it to the Issues Log.
C.6.1 Requirements/Notes
• Any issues identified on the site report will also be identified on the Project Issues Log
• All site reports will be completed no later than one week after completion of a site visit.
• All site reports will be reviewed and edited for quality by the Tyler project manager prior to
posting to SharePoint for Client review.
• The Tyler Project Manager will be responsible for ensuring that site reports are complete and
accurate.
• Completion of site reports will be part of acceptance criteria for each phase.
C.7 Issues Log and Issue Tracking
Tyler will maintain a list of issues (both open and closed) that have been identified for the project on the
SharePoint site. Any project risks, key decisions, issues, disputes, or late tasks shall be identified on the
Issues Log.
Upon identification of project issues, risks, and key project decisions both Tyler and Client team members
are responsible for adding the issue to the Issues Log. For each identified issue, the following
information will be captured:
• Issue Number
• Reported by/date
• Status (i.e. new, open, closed, pending)
• Module/Business Process
• Priority
• Issue
• Comments
• Findings
• Recommendations
• Resolution Assignment
• Date Tested
• Date Closed
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Client and Tyler Project Managers will review the Issues Log during project status meetings, or in
individual meetings as needed. Client and Tyler Project Managers will collaboratively assign a priority to
each issue and identify the individual(s) responsible for facilitating its resolution. During the critical
phases of the project, Client and Tyler Project Managers will review the issues log on a daily basis.
Issues identified through the Issues Log will be resolved by the implementation team or the Tyler
implementation team will coordinate as necessary with Tyler's internal resources.
C.7.1 Requirements/Notes
• At any time during the project, if Client is not satisfied with the level of response from the Tyler
Project Managers or Tyler Regional Manager, or if the Tyler Project Manager or Tyler Regional
Manager do not have the ability to make key decisions or resolve potential issues, Client will
have the right to escalate the issue to the Tyler Executive Oversight Team. Tyler's Executive
Oversight Team will have responsibility for overall project delivery.
C.8 Risk Management
Client and Tyler will jointly work to identify and communicate risks and identify strategies for
mitigating the impacts of project risks.
Steering Committee
Client Role
Role
Steering Committee / Tyler
Regional Manager
. Serve as point of escalation of
issues
• Serve as point of escalation of
issues
Project Manager
. Document and review issues
• Document and review issues
Project Team /
Implementation Consultant
. Document issues
• Document issues
Subject Matter Expert / Other
. Report issues to Project Manager
or Project Team Lead
• Report issues to Project Manager
C.7.1 Requirements/Notes
• At any time during the project, if Client is not satisfied with the level of response from the Tyler
Project Managers or Tyler Regional Manager, or if the Tyler Project Manager or Tyler Regional
Manager do not have the ability to make key decisions or resolve potential issues, Client will
have the right to escalate the issue to the Tyler Executive Oversight Team. Tyler's Executive
Oversight Team will have responsibility for overall project delivery.
C.8 Risk Management
Client and Tyler will jointly work to identify and communicate risks and identify strategies for
mitigating the impacts of project risks.
Steering Committee
Client Role
. Address any issues escalated to
Tyler Role
• Address any issues escalated to
the Steering Committee level
the Steering Committee level
Project Manager
• Monitor risks and communicate
• Monitor risks and work with
any identified risks to the Tyler
Client project manager to
project manager and Steering
develop risk mitigation plans
Committee
Project Team /
• Communicate any risks to the
• Communicate any risks to the
Implementation Consultant
Client project manager
Tyler project manager
C.8.1 Requirements/Notes
• Risks will be monitored, recorded, and assessed using an agreed upon methodology in the Tyler
Risk Plan. All risks will be actively monitored by both Tyler and Client
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• Tyler will have responsibility for maintaining the project risk plan.
C.9 Scope/Contract Change Process
Tyler acknowledges that any scope change proposal that affects the total cost of the project is subject to
the Client's policies and must provide adequate time for consideration. All scope change proposals shall
be subject to the terms and conditions of Section 1.8 and Section 9.4 of the Agreement, including
adjusting or adding milestone payments where applicable.
C.9.1 Implementation Services Change Process
If Client requires the performance of services, including any implementation, consulting, training, or
conversion services that are not included in this SOW, or requires additional services, Client's Project
Manager shall deliver to the Tyler's Project Managers an implementation services scope change request
specifying the proposed work with sufficient detail to enable Tyler to evaluate it. Tyler, within ten (10)
business days, or longer as may be mutually agreed between the parties, following the date of receipt of
such change request, shall provide Client with a written scope change proposal containing the following:
• Detailed description of resources (both Tyler and Client) required to perform the change
• Implementation Plans
• Schedule for completion
• Acceptance criteria
• Impact on current milestones and payment schedule
• Impact on project goals and objectives
• Price
C.9.2 Product Enhancement/Chance Process
If the Client requires the modification of the products in scope, including any interface not in scope, the
Client's Project Manager shall submit the request via the Enhancement Request Process documented on
Tyler Community specifying the proposed enhancement with sufficient detail to enable Tyler to evaluate
it.
Tyler has two different types of Product Enhancement Requests:
1. Product Suggestions - Suggestions will not be assigned submission numbers, will not be officially
tracked and will not receive a response. Throughout the development planning cycle, Tyler's
Strategic Review Committees will analyze thousands of suggestions. Tyler will work to identify
patterns within the suggestions, which will help Tyler best determine the areas of the product
needing to be addressed..
2. Request for Development Quote - Requests are submitted via the Request for Development Quote
website, assigned a submission number for tracking purposes and reviewed by Tyler's
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Development Teams within thirty (30) business days, or longer as may be mutually agreed
between the parties, following the date of receipt of such change request. If the request is not
generally consistent with the current direction of the respective product Tyler will notify Client in
writing; otherwise Tyler shall provide Client with a written development scope change proposal
containing the following:
o Specification
o Schedule for completion
o Minimum version requirements
o Any additional implementation services required, such as project management,
conversions, forms output and/or training outside of the current project scope
o Impact on current milestones and payment schedule
o Impact on project goals and objectives
o Response Due Date
o Total cost
All Request for Development requests will be coordinated and/or approved first by Client Project
Manager or other designee and Tyler Project Manager. Development requests will also be
identified on the issues log and elevated to Client Executive Team for review at the next
Executive Team meeting.
By the Response Due Date Client shall notify Tyler in writing if Client elects to proceed with the
Development request. Tyler's Project Manager will submit the approved Development request to
Tyler's Contract team to create a contract amendment. Tyler will schedule the work described in
the Development change request upon Tyler's receipt of a signed contract amendment. If, by the
Response Due Date, Client gives notice to Tyler not to proceed, or fails to give any notice to
Tyler, then the scope change proposal shall be deemed withdrawn and Tyler shall take no further
action with respect to it.
C.9.3 Requirements/Notes
Client acknowledges that such scope change proposals may affect the implementation schedule
and Go -Live Dates, which will be changed by mutual agreement.
Client Role
Tyler Role
Steering Committee
• Review and approve change
proposals
Project Manager
• Communicate requested changes
• Coordinate change process
to Tyler
• Communicate requested changes
to Client
Project Team /
. Communicate issues, risks, and
• Communicate issues, risks, and
Implementation Consultant
other potential change items to
other potential change items to
Client project manager
Tyler project manager
C.9.3 Requirements/Notes
Client acknowledges that such scope change proposals may affect the implementation schedule
and Go -Live Dates, which will be changed by mutual agreement.
Within the timeframe specified in Tyler's scope change proposal, which timeframe shall not be
less than ten (10) business days from Client Project Managers' receipt of such scope change
proposal, Client shall notify Tyler in writing if Client elects to proceed with the change proposal.
All scope change requests and scope change proposals will be approved first by Client Project
Managers and Tyler Project Managers. Scope change requests that impact the project timeline
and/or the project milestones, including pricing milestones will also be elevated to Client
Executive Steering Committee for review.
C.10 Implementation Control Point and Deliverable:
When complete, all Deliverables and Control Points require acceptance from the Client project manager.
Upon completion, the Tyler project manager shall notify the Client project manager and provide any
necessary documents for review.
C.10.1 Implementation Control Point and Deliverable Acceptance Process
At each control point identified in Section E.2 of the SOW, the Client project manager and Tyler project
manager shall review project progress, project outcomes, deliverables, and current status.
The following process will be followed for accepting Deliverables and Control Points identified in
Section E.2 of the SOW:
Tyler shall submit each Control Point or Deliverable to Client for review. Upon completion
of each Control Point or Deliverable, Tyler shall present an acceptance form.
2. If Client does not agree that the particular Deliverable or Control Point has been met, Client
shall notify Tyler, in writing, with its reasoning within ten (10) business days, or the
otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the delivery.
3. Tyler shall correct any deficiencies and resubmit the Deliverable or Control Point within five
(5) business days. Client shall then have five (5) business days from receipt of the
resubmitted Deliverable or Control Point to accept or again submit written notification of its
reasons for rejecting the Control Point or Deliverable. If Client does not sign off within five
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Client Role
Tyler Role
Steering Committee
• Review any issues escalated
• Review any issues escalated
from the Client or Tyler project
from the Client or Tyler project
manager
manager
Project Manager
• Review and accept/reject
• Coordinate acceptance process
• Provide feedback on rejections
• Review control point and upon
• Review control point and upon
completion grant sign off
completion grant sign off
Project Team / Implementation
Consultant
Subject Matter Expert / Other
C.10.1 Implementation Control Point and Deliverable Acceptance Process
At each control point identified in Section E.2 of the SOW, the Client project manager and Tyler project
manager shall review project progress, project outcomes, deliverables, and current status.
The following process will be followed for accepting Deliverables and Control Points identified in
Section E.2 of the SOW:
Tyler shall submit each Control Point or Deliverable to Client for review. Upon completion
of each Control Point or Deliverable, Tyler shall present an acceptance form.
2. If Client does not agree that the particular Deliverable or Control Point has been met, Client
shall notify Tyler, in writing, with its reasoning within ten (10) business days, or the
otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the delivery.
3. Tyler shall correct any deficiencies and resubmit the Deliverable or Control Point within five
(5) business days. Client shall then have five (5) business days from receipt of the
resubmitted Deliverable or Control Point to accept or again submit written notification of its
reasons for rejecting the Control Point or Deliverable. If Client does not sign off within five
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(5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld,
the resubmitted Deliverable or Control Point will be deemed as accepted.
4. The process set forth in the paragraphs above shall continue until all issues have been
addressed and the Deliverable or Control Point is accepted by the Client.
5. Acceptance will be initiated and managed by utilizing the Tyler SharePoint workflow
approval process.
C.10.2 Requirements/Notes
• All review periods will be tracked on the project plan
• The Client project manager will have decision authority to approve/reject all project Control
Points and Deliverables
• Acceptance will be initiated and managed by utilizing the SharePoint workflow approval process.
• All control point reviews will be identified on the project plan.
• Both Tyler and Client recognize that failure to complete tasks and resolve open issues may have a
negative impact on the project.
• For any tasks not yet complete, Tyler and Client will provide sufficient resources to expedite
completion of tasks as to not negatively impact the project..
C.11 Other Project Management Resources
C.11.1 Tyler University
To assist with the knowledge transfer of Tyler's products, Tyler provides a Learning Management
System, or LMS, known as Tyler University. Tyler University is loaded with course curriculum and
corresponding courses for users of all types. Courses provide step-by-step, interactive eLearning
recordings that allows users to enroll and participate in session content on their schedule. Tyler University
will be available to Client staff upon installation of Tyler's ERP system.
A I
� Client RoleRole
Project Manager/Tyler University
. Assist with creation of Tyler
• Assist with creation of Tyler
Manager
University user accounts
University user accounts
• Ensure users are following
• Provide user progress reports
curriculums
• Monitor and communicate user
progress to City management
staff
Project Team/Implementation
. Complete Tyler University
• Communicate and identify
Consultant
prerequisites prior to attending
prerequisite content on agendas
related knowledge transfer or
and site reports.
ji
training courses
Subject Matter Expert/Other
. Complete Tyler University
• N/A
prerequisites prior to attending
A I
ent RoleRole
related knowledge transfer or
training courses
C.11.2 Knowledge Base
Tyler provides a knowledge base website that allows users to search and receive training materials such as
videos, step by step documentation, how-to documentation, etc. Documentation and Release Notes are
included with every new release and are distributed with each new release. Additionally, release notes
and documentation are updated within the support knowledge base. Knowledge base will be available to
Client staff at the time of contract signing.
C.11.3 Requirements/Notes
• Tyler will ensure that all referenced knowledge base documents are current and applicable for
Client's project.
• References to documents on the knowledge base will be specific and direct Client to specific
documents.
• Tyler will provide guidance and demonstrate to Client project team members how to use the
knowledge base to find necessary information.
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Section D: Technology Architecture
D.1 Hardware Requirements
Appendix 2: Hardware Requirements outlines the recommended system requirements for servers and
client workstations supporting and accessing the Tyler ERP system.
D.2 Environments
As part of the project, Tyler will assist Client in establishing the following environments. All hardware
specifications, requirements, and required staffing will support development of all listed environments.
During the implementation project, environments will be established separately for each phase.
• Testing
• Training
• Production/Live
• Verification
D.3 Key Dates for Hardware Availability
To prevent delays in the implementation schedule, it is the responsibility of Client to have procured and
installed all applicable hardware meeting the requirements listed in Section D.1 within sixty (60) calendar
days after the effective date of the Agreement. Failure to have necessary hardware within sixty (60)
calendar days may result in delay in installing the Tyler software on Client's hardware and may require
changes to the implementation schedule.
Section E: Implementation
E.1 Implementation Methodology Overview
Each phase of the project will be implemented using the methodology defined below. Throughout the
project methodology, Tyler has established control points (critical review points) to ensure an
organization fully understands and accepts the project and to ensure that Tyler is providing quality
services to assist in Client's implementation. It is at these check points that organizational stakeholders
monitoring the overall project (for both Tyler and Client) must formally accept the project to date. Once
there is formal acceptance, the project will proceed to the next phase. Control points are defined in the
section below and the process for accepting each is identified in Section C.11.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
'V OffCT' STRUCTURAL STATIC ENV TEST
INITIATION KNOWLEDGE TRANSFER&ANALYSIS SET OF TO BE
PLANNING FOUNDATION --',
1.0
2.0 3.0 4.0 MODEL
5.0 I
I
I
4WI-ILENENT.TICN&J1VE PREPARATION: VE PROCESSING T LIVE PHASE/PROJECT I
6.0 7.0 g,0 _ OCESSES CLOSURE�
9.0 10.0
IMPLEMENTATION METHODOLOGY
PROCESS REPEATED FOR EACH PHASE
E.2 Control Points
To ensure quality and adherence to the methodology identified in this SOW, Tyler and Client have
identified the following control points that must be formally accepted by respective Project Managers
prior to moving on in the project. Control points are as follows:
Client Acceptance of Phase Schedule
• Kick-off complete
• Implementation Management plans accepted (DED 1-1)
1.1 • Project Plan accepted and posted to project SharePoint site
(DED 1-2)
F I •
* Note: Client may authorize Tyler to proceed with the project and withhold acceptance of the control
point. For the control point to be accepted, all work identified under each must be complete.
E.3 Project Initiation
During this step, Tyler and Client will begin working to plan the project kick off meeting. During the kick
off, Tyler's project manager will meet Client's project team and discuss project expectations and policies.
All team members will be present for the project kick off.
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• User Manuals Provided (DED 1-3)
Chart of Accounts Design Acceptance
• Chart of Accounts analysis complete
1
1.2
• Chart of Accounts Workbook delivered
• Chart of Accounts conversion loaded into Test/Train
Authorization to Proceed to SET
• As-is/to-be analysis complete
• Data Conversion Plan accepted (DED 1-4)
• System design Document completed with initial to -be
1
1.3
decisions (DED 1-5)
• Static Environment Test plan accepted (DED 1-6)
Authorization to Proceed to Implementation
• Static Environment Test complete
• System Design Document updated with to -be decisions
(DED 1-5)
I
1.4
• Acceptance to load final Chart of Accounts into
Live/Production
Authorization to Proceed to Live Preparation
• Training complete for all applicable processes
• Go -live planning complete
1
1.5
• Authorization to load Tyler Forms Libraries
• Pre -live check list accepted (DED 1-8)
Sign -off to begin Live Processing
• Go -live checklist complete
• Authorization to load required data conversions into
Live/Production
1
1.6
• Authorization to begin live processing
• Lessons Learned (DED 1-9)
Phase Closure (Conditional Acceptance)
1
1.7
• Post -live training topics scheduled, if applicable
• Support transition call complete
* Note: Client may authorize Tyler to proceed with the project and withhold acceptance of the control
point. For the control point to be accepted, all work identified under each must be complete.
E.3 Project Initiation
During this step, Tyler and Client will begin working to plan the project kick off meeting. During the kick
off, Tyler's project manager will meet Client's project team and discuss project expectations and policies.
All team members will be present for the project kick off.
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E.3.1 Task — Proiect Kick Off
E.3.2 Requirements/Notes
• All Tyler project managers and implementation consultants will become familiar with the
contract, SOW, and any applicable Client policies.
• The kick off meeting presentation will be a collaborative effort between Client and Tyler.
• Tyler will lead development of the kick off presentation (Client to provide input) and the kick off
presentation will be developed specific to the Client project (not a generic kick off PowerPoint
template).
• Kick Off meetings will occur prior to the beginning of each phase.
E.3.3 Outcomes/Deliverables
• Deliverables: None.
Project Outcomes:
o Introduction of all key project team members
o All project team members understand project and contract requirements
o Client project team members understand Tyler implementation approach
EA Project Planning
Client and Tyler will work to develop customized project plans and implementation management plans
that document key project management processes and policies. The project management plans will
establish project policies for the duration of the project and be consistent across all phases of the project.
Overall project planning will occur at the beginning of the project for all phases and the implementation
management plan (DED -1) (as provided in Appendix 1: Deliverable Expectation Document) will be
developed to cover all phases. The project plan, as defined in Section C.1, will occur in phases.
E.4.1 Develop Implementation Management Plans
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Client Role
Tyler Role
Steering Committee
. Participate in kick
off meeting
Project Manager
. Review SOW
• Review SOW
• Coordinate kick
• Coordinate kick off meeting
off meeting
Project Team /
. Review SOW
• Review SOW
Implementation Consultant
. Participate in kick
• Participate in kick off meeting
off meeting
Subject Matter Expert / Other
. Participate in kick
off meeting
E.3.2 Requirements/Notes
• All Tyler project managers and implementation consultants will become familiar with the
contract, SOW, and any applicable Client policies.
• The kick off meeting presentation will be a collaborative effort between Client and Tyler.
• Tyler will lead development of the kick off presentation (Client to provide input) and the kick off
presentation will be developed specific to the Client project (not a generic kick off PowerPoint
template).
• Kick Off meetings will occur prior to the beginning of each phase.
E.3.3 Outcomes/Deliverables
• Deliverables: None.
Project Outcomes:
o Introduction of all key project team members
o All project team members understand project and contract requirements
o Client project team members understand Tyler implementation approach
EA Project Planning
Client and Tyler will work to develop customized project plans and implementation management plans
that document key project management processes and policies. The project management plans will
establish project policies for the duration of the project and be consistent across all phases of the project.
Overall project planning will occur at the beginning of the project for all phases and the implementation
management plan (DED -1) (as provided in Appendix 1: Deliverable Expectation Document) will be
developed to cover all phases. The project plan, as defined in Section C.1, will occur in phases.
E.4.1 Develop Implementation Management Plans
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E.4.2 Develop Project Plan
Client Role
Tyler Role
Steering Committee
• See DED 1
• See DED 1
Project Manager
• See DED 1
• See DED 1
Project Team /
Implementation Consultant
• See DED 1
• See DED 1
Subject Matter Expert / Other
. See DED 1
• See DED 1
E.4.2 Develop Project Plan
E.4.3 Requirements/Notes
• Project Planning will occur in full during Phase 1. For subsequent phases, the Tyler project
manager and Client project manager will review plans and make any necessary changes, as
applicable.
E.4.4 Outcomes/Deliverables
• Deliverables:
o Deliverable 1: Implementation Management Plans (DED 1)
o Deliverable 2: Project Plan/Schedule (DED 2)
o Deliverable 3: Standard Tyler Munis User Manuals (DED 3)
• Project Outcomes:
o Project Plan Complete
o Project Plan Includes Full Scope of Project and is Consistent with SOW Tasks
o Implementation Plans complete and all project stakeholders understand key project
management processes and roles throughout the project
• Control Point(s):
o Phase Schedule Accepted
E.5 Structural Foundation
The Structural Foundation includes tasks required to start a Munis implementation.
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Client Role
Tyler Role
Steering Committee
• See Section C.1
• See Section C.1
Project Manager
• See Section C.1
• See Section C.1
Project Team /
Implementation Consultant
. See Section C.1
• See Section C.1
Subject Matter Expert / Other
• See Section C.1
• See Section C.1
E.4.3 Requirements/Notes
• Project Planning will occur in full during Phase 1. For subsequent phases, the Tyler project
manager and Client project manager will review plans and make any necessary changes, as
applicable.
E.4.4 Outcomes/Deliverables
• Deliverables:
o Deliverable 1: Implementation Management Plans (DED 1)
o Deliverable 2: Project Plan/Schedule (DED 2)
o Deliverable 3: Standard Tyler Munis User Manuals (DED 3)
• Project Outcomes:
o Project Plan Complete
o Project Plan Includes Full Scope of Project and is Consistent with SOW Tasks
o Implementation Plans complete and all project stakeholders understand key project
management processes and roles throughout the project
• Control Point(s):
o Phase Schedule Accepted
E.5 Structural Foundation
The Structural Foundation includes tasks required to start a Munis implementation.
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E.5.1 Chart of Accounts (CoA) design
E.5.2 Software installation
E.5.3 Initial System Administration Training.
Client Role
Tyler Role Em
Project Team /
. Build CoA Spreadsheet
• Discuss CoA options
Implementation Consultant
. Review and confirm CoA in
• Facilitate discussions on CoA
Implementation Consultant
spreadsheet was loaded correctly
Best practices
• Load converted CoA into Munis
• Demonstrate CoA options in
Subject Matter Expert / Other
• Attend Training (Client
Munis
Technical Team)
• Train Client on preparing CoA
Spreadsheet
• Review and validate CoA
spreadsheet
E.5.2 Software installation
E.5.3 Initial System Administration Training.
E.5.4 Requirements/Notes
• Structural foundation will only occur for Phase 1
Chart of Accounts
• Client will complete the Tyler Munis CoA workbook as instructed by Tyler consultants.
• Tyler consultants will explain and follow up on any Client questions related to most applicable
configurations of the CoA.
• Tyler consultants will review all federal, grantor, or other requirements for the Client chart of
accounts and ensure that the set up will be sufficient to handle any reporting, tracking, or
budgeting needs of Client.
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Client Role
Tyler Role
Project Manager
• Schedule training attendees
• Coordinate Training
Project Team /
• Attend Training
• Provide Training
Implementation Consultant
• Provide training
materials/documentation
Subject Matter Expert / Other
• Attend Training (Client
Technical Team)
E.5.4 Requirements/Notes
• Structural foundation will only occur for Phase 1
Chart of Accounts
• Client will complete the Tyler Munis CoA workbook as instructed by Tyler consultants.
• Tyler consultants will explain and follow up on any Client questions related to most applicable
configurations of the CoA.
• Tyler consultants will review all federal, grantor, or other requirements for the Client chart of
accounts and ensure that the set up will be sufficient to handle any reporting, tracking, or
budgeting needs of Client.
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Installation
• Tyler will install any third party software included as part of the scope of the project phase
System Admin Training
System admin training will be provided for the Client Technical Team and select members of the
Client Project Team.
E.5.5 Outcomes/Deliverables
• Deliverables: None
Project Outcomes:
o Munis successfully installed and system installation accepted by Client
o Project team members trained on standard Munis features
o Chart of accounts defined and loaded into Munis
• Control Point(s):
o Chart of Accounts Design Acceptance
E.6 Knowledge Transfer
Knowledge transfer for the project includes tasks necessary to conduct an as -is analysis, provide to -be
demonstrations, and document system set-up decisions. As part of the as -is analysis, Tyler will review all
in -scope items (both functional and organizational scope) to best assess how the Client should be
configuring Munis. Tyler consultants will review all Client documentation and be familiar with current
processes prior to analysis meetings. As -is analysis is intended to review detailed Client needs and how
Munis would be configured to meet these needs.
E.6.1 As -Is Analysis
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Client Role
Project Team /
• Complete process questionnaires
• Review Client project
Implementation Consultant
Participate in As -Is Sessions
documentation
• Review as -is process maps
• Provide process questionnaires
• Conduct analysis of Client
business processes
• Identify detailed configuration
requirements
• Review inventory of processing,
configuration and data flow
options
Subject Matter Expert/ Other
. Participate in As -Is Sessions
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E.6.2 Data Conversion Analysis
Tyler consultants will complete a data conversion analysis. During the analysis current data systems will
be reviewed and consultants will determine with Client staff a plan for data conversion. Data conversion
plan will include:
• Scope of data conversion
• Level of detail converted
• Historical data converted
• Identification of current data sources
• Strategy and timing for data conversion
Tyler will provide detailed Conversion schemas as a guide to the types of data that can be converted, the
specific fields available in Munis and other significant information. These schemas are distributed for all
purchased conversions and help guide the data mapping process.
E.6.3 Security Analysis
Application security needs are defined during analysis. All user access roles and permissions are reviewed
and options are discussed and implemented along with their particular module. Tyler will conduct the
security analysis for all the types of users being implemented within each phase. As part of the security
analysis, Tyler will deliver a security matrix to assist Client to identify appropriate permissions and roles
needed to meet Client business processes.
Client Role
Tyler Role . in
Project Team / Implementation
. Make decisions on data
• Review contracted data
Consultant
conversion plans
conversions
• Identify current data to be
• Review current data
converted
• Provide recommendations for
data conversion
Subject Matter Expert / Other
• Identify current data to be
business process decisions
converted
E.6.3 Security Analysis
Application security needs are defined during analysis. All user access roles and permissions are reviewed
and options are discussed and implemented along with their particular module. Tyler will conduct the
security analysis for all the types of users being implemented within each phase. As part of the security
analysis, Tyler will deliver a security matrix to assist Client to identify appropriate permissions and roles
needed to meet Client business processes.
E.6.4 Workflow Analysis
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Client Role
Tyler Role
Project Team /
• Attend meetings
• Review Client business process
Implementation Consultant
• Make security decisions
and facilitate process to define
• Document security decisions in
user access roles and permissions
security matrix
• Identify correct Munis security
features to match to Client
business process decisions
E.6.4 Workflow Analysis
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Workflow business rules are defined during analysis and users will be trained to set up all workflow
functionality to accommodate Client's business practices. All available workflow options are discussed
and implemented along with their particular module analysis and setup training sessions. Tyler will
conduct the workflow analysis for all workflows applicable to the modules being implemented and
processes decided upon. As part of the workflow analysis, Tyler will deliver a workflow matrix to assist
Client to identify appropriate workflow roles and processes configurations to meet Client business
processes.
E.6.5 Custom Interface Analysis
Custom Interfaces involve creating custom layout, web services, etc. for the purpose of receiving,
sending, or exchanging data between Munis and a third party system.
So long as the 3rd party system integrating with Munis can use the existing Munis formats / methods, then
programming charges will not be required. However, if Tyler needs to change any of its formats to meet
the needs of 3' party products, the desired changes would follow the process outlined in the
Scope/Contract Change Process section.
Tyler will train on the standard import and export functionality within the contracted modules, as needed.
E.6.6 Program Modifications Analysis
Program customizations or modifications ("Program Modifications") require changes or additions in
program functionality in order to affect some new, desired result within the Munis programs. No program
modifications have been identified and contracted in the scope of this project. Desired changes would
follow the process outlined in the Scope/Contract Change Process section.
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Client Role
Tyler Role
Project Team /
• Attend meetings
• Review Client business process
Implementation Consultant
• Make workflow decisions
and facilitate process to define
• Document workflow decisions in
new Munis workflows
workflow matrix
• Identify correct Munis workflow
features to match to Client
business process decisions
E.6.5 Custom Interface Analysis
Custom Interfaces involve creating custom layout, web services, etc. for the purpose of receiving,
sending, or exchanging data between Munis and a third party system.
So long as the 3rd party system integrating with Munis can use the existing Munis formats / methods, then
programming charges will not be required. However, if Tyler needs to change any of its formats to meet
the needs of 3' party products, the desired changes would follow the process outlined in the
Scope/Contract Change Process section.
Tyler will train on the standard import and export functionality within the contracted modules, as needed.
E.6.6 Program Modifications Analysis
Program customizations or modifications ("Program Modifications") require changes or additions in
program functionality in order to affect some new, desired result within the Munis programs. No program
modifications have been identified and contracted in the scope of this project. Desired changes would
follow the process outlined in the Scope/Contract Change Process section.
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Project Team / . See DED 07 • See DED 07
Implementation Consultant
E.6.7 Business Process Analysis
Client Role Tyler Role
Project Team / • Participate in best practice • Lead analysis of possible process
Implementation Consultant discussions changes
• Determine policy & procedure • Review best practices
decisions for Munis software . Facilitate discussion of best
• Facilitates discussions of practice recommendations
business process change and • Demonstrate options for
coordinate additional (non- configuration of Munis
Tyler) business process . Review table and set up options
discussions . Review desired changes in
business processes and data
flows
Subject Matter Expert/ Other • Participate in meetings
E.6.8 To -Be Decisions
E.6.9 Requirements/Notes
All project decisions will be documented in a system design document (DED 5)
Project decisions and system design documentation will reference the Client functional
requirements
E.6.10 Outcomes/Deliverables
• Deliverables:
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Client Role
Tyler Role
Steering Committee
• Review business process
decisions
• Make decisions elevated to
steering committee
Project Team /
. Make decisions on business
• Conduct analysis of desired
Implementation Consultant
process
process changes
• Document system design
• Review available options
decisions
. Review module parameters, code
• Develop customized user
configurations and work flow
documentation
options
• Conduct internal meetings to
• Conduct analysis of set up tables
review design decisions for
codes and parameters
Static Environment Test
• Review Munis set up options to
facilitate to -be decisions
E.6.9 Requirements/Notes
All project decisions will be documented in a system design document (DED 5)
Project decisions and system design documentation will reference the Client functional
requirements
E.6.10 Outcomes/Deliverables
• Deliverables:
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o Data Conversion Plan (DED 4)
o System Design Document (DED 5)
■ Workflow Matrix
■ Security Matrix
o Modification Specifications, if applicable (DED 7)
Project Outcomes:
o Review and analysis of all Client business processes in scope for project
o Client and Tyler review of best practice recommendations and decision on to -be process
o Client makes all necessary business process and configuration decisions
o Tyler documents all Munis set up decisions in system design document
• Control Point:
o Authorization to Proceed to Static Environment Test
E.7 Static Environment Test (SET)
The Static Environment Test (SET) is designed to test and prove the process decisions
made during business process consulting. This test is completed on a clean database with a subset
of hand entered (not converted) data provided by Client. This ensures that Client is familiar with
the data being tested and is able to verify the processes as the test is conducted by Tyler staff.
After the SET is complete, implementation activities such as conversions, core user training, and
testing will begin.
E.7.1 Requirements/Notes
• The SET will be used to test business and configuration decisions. After the SET, items that
Client identified as open issues will be re-evaluated, new decisions made, and the items re -tested.
• The SETS will be organized by module, but will include all necessary cross module processes so
that Client can evaluate the integration between modules and its impact on business processes.
E.7.2 Outcomes/Deliverables
•
Client Role
Tyler Role
Project Team /
Implementation Consultant
• Prepare/gather test data
. Review and provide feedback on
• Develop SET Script (DED 6)
• Facilitate and lead SET
SET script
• Document results from SET
• Participate in SET Session
• Re -perform SET for any changes
• Assess project decisions and
to major decisions
validate/correct project
• Send forms output data to Tyler
decisions.
Forms team for each form in the
• Revise system design document
scope of the respective Phase.
as required.
• Re -perform SET for any changes
to major decisions
E.7.1 Requirements/Notes
• The SET will be used to test business and configuration decisions. After the SET, items that
Client identified as open issues will be re-evaluated, new decisions made, and the items re -tested.
• The SETS will be organized by module, but will include all necessary cross module processes so
that Client can evaluate the integration between modules and its impact on business processes.
E.7.2 Outcomes/Deliverables
•
• Deliverable(s):
o SET Plan (DED 6)
• Project Outcomes:
o Major business process and Munis set up decisions are tested and validated.
o Forms output data sent to Tyler Forms to begin the forms design process
o Client ready to begin full configuration of Munis consistent with DED 5: System design
document
• Control Point(s):
o Authorization to Proceed to Implementation
E.8 Implementation
The implementation process includes table building and setup, data conversion and proofing, forms design
and testing, modifications and interface testing, core user training, and parallel processing or process
testing.
E.8.1 Table Building and Set Up
Tyler will train Client on all system set up tables (codes, global settings, user permissions, etc.).
Client is responsible for entering codes into the live Munis database, as instructed.
E.8.2 Data Conversion and Proofing
Tyler will train Client on the use of all programs needed to proof conversion data. That includes
maintenance, inquiry, and reporting programs. Tyler will assist Client on all initial conversion passes so
that Client has the necessary knowledge and tools to proof conversion data. Client is responsible for
proofing conversion data and signing off before the conversions are loaded into LIVE.
Tyler will provide detailed Conversion schemas as a guide to the types of data that can be converted, the
specific fields available in Munis, and other significant information. These schemas are distributed for all
purchased conversions and help guide the data mapping process.
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E.8.3 Forms Design and Proofing
Using the data extracted during the Static Environment Test process, output data is sent to Tyler's Forms
Design team to create proofs for each of the forms in scope for the respective Phase. Tyler's Forms Team
merges the data according to the decisions and options from the Forms Kits. The proofs are sent back to
Client in an iterative process to review for accuracy or report any necessary adjustments. Once Form
proofs have has been accepted and forms are loaded on Client's server, testing continues throughout the
balance of the implementation. The goal, at a minimum, is to print forms as part of SME training so that
both the content and process are validated repeatedly.
Client Role
Tyler Role _Vr
Project Team /
• Client pulls data from
• Train Client on methods for
Implementation Consultant
legacy system (-)
validating converted data in
• Client produces balancing
Munis
reports
• Client documents and
submits needed corrections
to conversion
Subject Matter Expert / Other
. Client pulls data from
• Prepare system parameters and
legacy system (-)
codes to align with data
• Client produces balancing
mapping
reports
• Write and execute program to
• Client is responsible for
convert submitted data
producing reports from the
according to crosswalk
legacy system at the time of
Through analysis, fields in
data extraction. These
legacy systems and Munis will
reports are critical for use
be outlined for conversion.
during conversion
Tyler staff will use best efforts
validation
to direct Client on the legacy
• Load all conversion passes
source files and desired fields
as directed by Tyler PM
for conversion mapping
• Tyler will produce an error
• Tyler will program conversion
report outlining errors that
programs according to the
result from running
accepted file submission layout.
Client's data through the
conversion program.
Client is responsible for
reviewing the report and
investigating solutions
• Client validates converted
data using error reports,
balancing reports, etc.
E.8.3 Forms Design and Proofing
Using the data extracted during the Static Environment Test process, output data is sent to Tyler's Forms
Design team to create proofs for each of the forms in scope for the respective Phase. Tyler's Forms Team
merges the data according to the decisions and options from the Forms Kits. The proofs are sent back to
Client in an iterative process to review for accuracy or report any necessary adjustments. Once Form
proofs have has been accepted and forms are loaded on Client's server, testing continues throughout the
balance of the implementation. The goal, at a minimum, is to print forms as part of SME training so that
both the content and process are validated repeatedly.
E.8.4 Program Modifications/Interfaces
In the event of an approved Scope Change involving a Program modification or interface, Tyler
will provide all in -scope program modifications and interfaces according to the timelines
mutually agreed to and documented on the project plan. Upon receipt of the program
modification or interfaces, Tyler consultants will initially test the program modification or
interface to ensure it meets the specifications identified in DED 7 and then submit to Client for
additional testing.
content and layout
• Submit forms to bank for
approval.
Tyler Role
Subject Matter Expert / Other
• Modification sign off
. Tyler Forms creates form designs
Project Team /
• Client will validate performance
from Client mock-ups
Implementation Consultant
of customization through
• Tyler Forms merges data from
repeated unit testing as well as
To -Be Test with Form designs
process testing throughout
• Tyler sends form design proofs
implementation
for review and acceptance
Subject Matter Expert / Other
• Tyler Forms installs Forms
Server on client Forms server
• Tyler installs Forms Library on
client forms server
E.8.4 Program Modifications/Interfaces
In the event of an approved Scope Change involving a Program modification or interface, Tyler
will provide all in -scope program modifications and interfaces according to the timelines
mutually agreed to and documented on the project plan. Upon receipt of the program
modification or interfaces, Tyler consultants will initially test the program modification or
interface to ensure it meets the specifications identified in DED 7 and then submit to Client for
additional testing.
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Client Role
Tyler Role
Project Manager
• Modification sign off
• Coordinate sign off
Project Team /
• Client will validate performance
Implementation Consultant
of customization through
repeated unit testing as well as
process testing throughout
implementation
Subject Matter Expert / Other
• Tyler will program changes as
outlined in the signed
specification document.
Changes subsequent to sign -off
will be considered out of scope
and may require repetition of
previous steps
• Tyler's QA team will test
customization within
applicable, impacted modules
• Tyler will deliver and
demonstrate customization as
scheduled. Demonstration will
include validating compliance
with written specification
• Programs will be developed to
import/export Tyler data in
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E.8.5 SME Training
Tyler will train all Client Subject Matter Experts (SMEs) to perform ongoing training of Decentralized
End Users. The Tyler Project Manager will provide a proposed training schedule based on target live
dates and availability of resources (Tyler Implementation Consultants, Client trainees, training room,
etc.).
• Client Project Manager/Team will be trained according to the schedule developed by the Tyler
Project Manager for the Education Plan detailed in the Tyler Implementation Management Plan
(DED -01).
Client Role
format required
Project Team /
Attend training on completing
• A document is created
Implementation Consultant
Trial Run/Parallel processes
describing the interface and how
• Complete Trial Run/Parallel
to utilize it
E.8.5 SME Training
Tyler will train all Client Subject Matter Experts (SMEs) to perform ongoing training of Decentralized
End Users. The Tyler Project Manager will provide a proposed training schedule based on target live
dates and availability of resources (Tyler Implementation Consultants, Client trainees, training room,
etc.).
• Client Project Manager/Team will be trained according to the schedule developed by the Tyler
Project Manager for the Education Plan detailed in the Tyler Implementation Management Plan
(DED -01).
E.8.6 Report Training
Training will be conducted during all phases of the implementation on Tyler reporting. Tyler uses a
"train the trainer" approach, which will provide all members of the Client Project Team the training and
tools necessary to both fully use the Tyler reporting tools as well as to train additional users on the subject
matter as the Client Project Teams sees fit.
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Client Role
Tyler Role
Project Team /
Attend training on completing
• Perform test of Tyler Forms
Implementation Consultant
Trial Run/Parallel processes
through process testing and
• Complete Trial Run/Parallel
training
process steps, identify
• Train Project Team
discrepancies and correct
Leads/Subject Matter Experts on
applicable Munis processing
• Train Client on completing Trial
Run/Parallel processes
• Train Client on process of
printing and testing forms
Subject Matter Expert/ Other
• Attend Training
• Complete Trial Run/Parallel
process steps, identify
discrepancies and correct
E.8.6 Report Training
Training will be conducted during all phases of the implementation on Tyler reporting. Tyler uses a
"train the trainer" approach, which will provide all members of the Client Project Team the training and
tools necessary to both fully use the Tyler reporting tools as well as to train additional users on the subject
matter as the Client Project Teams sees fit.
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E.8.7 Requirements/Notes
• Table Building and Set Up
o All homework tasks will be listed on the project plan
Data Conversion - Tyler makes the following assumptions in providing a fixed-price data
conversion approach:
o Legacy system data to be converted is provided in a non-proprietary format, such as fixed
ASCII, CSV, or character -delimited files
o Each legacy system data file submitted for conversion includes all associated records in a
single file layout
o Each legacy system data file layout submitted for conversion remains static for all
subsequent data submissions, unless mutually agreed upon in advance of the change
o Legacy system data validation and control reports are provided with each data submission
to ensure data files are complete and accurate
o Conversion validation is performed after each pass of converted data is loaded into a
testing database. Use of control reports, filtering techniques, comparison reports, and
visual inspection are all part of this process. The purpose is to identify all issues with
data, whether due to mapping inconsistencies, source data issues, data submission
content, or conversion programming errors. Client must review and provide
authorization to proceed to final conversions before the pre -live period so that final
conversion submissions have little or no risk of data or conversion programming issues.
This authorization to proceed is necessary prior to live processing as the last step before
data is loaded in the live database and live processing begins. This testing is part of pre -
live assessment.
o Tyler will program conversion programs according to the accepted file submission
layout. This layout must be maintained consistently for all future data submissions.
• Forms Design
o Client must receive bank approval for all check forms a minimum of thirty (30) calendar
days before live processing. This testing is part of pre -live assessment.
• Program Modifications/Interfaces
o Tyler will provide a separate DED 7 for each contracted program modification
SME Training
o Training documents and videos used as prerequisites for the sessions will be referenced
on the agendas and available on the SharePoint site or linked to our Knowledge Base for
easy access by attendees. Client will be responsible for printing the necessary documents
for the users, as needed.
o Prior to scheduled training sessions, all users must have access to the Munis training
environment. The users must have logins established and know how to access the
training environment.
o Navigational Videos - Tyler will provide Knowledgebase URL links to any referenced or
required Munis navigational videos to Client.
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E.8.8 Outcomes/Deliverables
• Deliverable: None.
Project Outcomes:
o Munis system has been configured to meet the functional requirements, SOW, and
System Design Document (DED 5).
• Control Point(s):
o Authorization to Proceed to Live Preparation
E.9 Live Preparation
This step allows the Project Team to review the status of the project and its readiness to go
live on plan. As part of live preparation, Client will complete user acceptance testing (Conditional
Acceptance), end user training, final data conversions, and prepare a pre -live checklist.
E.91 User Acceptance Testing
User Acceptance testing is conducted both leading up to and following end-user training. While some
recommend that user acceptance testing is all performed post end-user training, Tyler supports
incremental user acceptance testing through trial run processing in Financials and parallel processing in
Payroll and Human Resources. Early trial runs and parallels will most likely not involve end-users, once
again isolating them from any issues that may be discovered through the process. Once processes are
stabilized and can be completed without significant error, the user acceptance testing will expand to
include End Users. Once the implementation project is complete, Client will have sufficient time as
identified in the agreement to conduct full user acceptance testing and grant Conditional Acceptance prior
to go -live.
E.9.2 End User Training
Client trainers will provide training to all of Client's End Users. Tyler will ensure that Client trainers are
properly trained to provide training to all of Client's End Users. Client will then be responsible for End
User Training pursuant to full performance by Tyler of requirements to properly train the Client trainers.
E.9.3 End User Training
F.11190
E.9.4 Pre -Live Planning
Client Role
Tyler R•
Project Manager
• Coordinate all logistics for End
• Provide template training
User Training
materials and template training
Project Team /
• Evaluate readiness of Client staff
agendas
Implementation Consultant
to perform live process from
• Train Client trainers
Project Team /
. Develop training materials
• Schedule and track completion of
Implementation Consultant
. Train End Users
training on the project plan
Subject Matter Expert/ Other
. Client performs any desired
• Train Client trainers
Subject Matter Expert / Other
. Attend Training
• Work with Client to confirm
E.9.4 Pre -Live Planning
E.9.5 Final Data Conversions
Client Role
Tyler Role
Project Manager
• Meet to outline go -live steps,
• Meet to outline go -live steps,
requirements and assignments
requirements and assignments
Project Team /
• Evaluate readiness of Client staff
• Evaluate readiness of Client staff
Implementation Consultant
to perform live process from
to perform live process from
Subject Matter Expert / Other
training and change management
training and change management
prospective
prospective
Subject Matter Expert/ Other
. Client performs any desired
crosswalk
stress testing
• Work with Client to confirm
E.9.5 Final Data Conversions
E.9.6 Requirements/Notes
User Acceptance
o User Acceptance periods will be scheduled in the project plan. Prior to User Acceptance,
the system will be configured to meet all functional requirements.
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Client Role
Tyler Role
Project Manager
• Client ceases activities in
applicable legacy applications
Project Team /
. Client ceases activities in
Implementation Consultant
applicable legacy applications
Subject Matter Expert / Other
. Client ceases activities in
• Execute program to convert
applicable legacy applications
submitted final data according to
• Client pulls Final Conversion
crosswalk
data and submits to Tyler
• Work with Client to confirm
• Client validates converted data
readiness to load data into Live
using error reports, balancing
environment
reports, etc.
• Client accepts final conversions
and authorizes them to be loaded
in Live Database
• Load data into Live environment
E.9.6 Requirements/Notes
User Acceptance
o User Acceptance periods will be scheduled in the project plan. Prior to User Acceptance,
the system will be configured to meet all functional requirements.
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• End User Training
o End User Training will occur after Conditional Acceptance has been granted.
o Prior to scheduled training sessions, the Tyler and Client will make sure the following
prerequisites are met:
■ Training Database - All users must have access to the Munis training
environment. The users must have logins established and know how to access
the training environment.
■ Tyler will provide interactive eLearnings to Client via Tyler University. The
eLearnings demonstrate basic functions including: navigation, general concepts
and process flow, add/update/output, search, and a common toolbar.
E.9.7 Outcomes/Deliverables
• Deliverable(s):
o Pre -Live Checklist (DED 8)
• Project Outcomes:
o All end-users included in training plan are trained on system and business processes
o Client makes decision to go live
o Client grants conditional acceptance of the system
• Control Point(s):
o Signoff to Begin Live Processing
E.10 Live Processing
Upon the decision to go live, Tyler's consultants will assist Client users in entering and
completing transactions in the Live system as well as troubleshooting assistance for desired setup
changes or data conversion issues.
Project Team / • Provide go -live assistance
Implementation Consultant • Provide setup and data
conversion troubleshooting
Subject Matter Expert / Other • Client users utilize Munis for
live processing
E.10.1 Requirements/Notes
• Client will track any open issues or new issues though the issues log during Live Processing.
E.10.2 Outcomes/Deliverables
• Deliverable: None.
• Project Outcomes:
o Client is using Munis for live processing
E.11 Post Live Process
After Client is using the system for live processing, Tyler will provide additional training
using actual Client -processed data as outlined in the Requirements/Notes. A review of System
Design document is done to ensure that the processes put into place using the Munis system are
being adhered to, or adjusted, as necessary.
Client, with input and assistance from Tyler, will be responsible to execute against the post -go -live
support plan and provide post -go -live support in order to complete the conversion to Munis. This will
include functional and technical assistance from Tyler in the following areas, per phase:
• Problem analysis and resolution
• Problem tracking
• Guidance and mentoring to Client staff who provide Munis application support functions and user
help desk support (problem resolution)
• Respond to help requests and resolve system defects
• Coaching users on use of the new system
• Support and direct assistance for business owner departments (Finance, Procurement, Benefits,
Human Resources, Information Technology, etc.)
• Provide proactive support and special attention to processes and departments for functions that
are run for the first time during the post go -live period and any functions that are executed for the
first time after the go -live period
E.11.1 Requirements/Notes
• Within the proposed go -live milestone and through coordination with Client for the post -live
plan, Tyler will provide post -go live support after go -live for each project phase.
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Client Rolc
Tyler Role
Project Team 1
• Review policy and procedure
• On-site to resolve issues
Implementation Consultant
decisions
• Train Client on SSRS Reporting
Tools
• Facilitate review of policy and
produce decisions
• Provide training on
reconciliation process
Subject Matter Expert/ Other
• Client users utilize Munis for live
• Provide custom reports that are
processing
in -scope
• Record issues as identified
E.11.1 Requirements/Notes
• Within the proposed go -live milestone and through coordination with Client for the post -live
plan, Tyler will provide post -go live support after go -live for each project phase.
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Tyler will also provide post -go live support for all key processes that are run for the first time
outside of the initial post go -live support period, and if the initial provision of support is
inadequate or does not resolve the issues presented after the first running of the key processes,
Tyler will continue to provide support related to the initial issues for all key processes that are
subsequently run until issues are resolved. Such events include:
o Fiscal Year End Activities
o End of Year Payroll and 1099 Activities
o Benefits Open Enrollment
o Budget Development
On-site or scheduled training sessions are budgeted for in the Contract Sum agreed to in Section
2.1 of the Agreement and will be entered into the project plan. Non-scheduled support will also
be available through Tyler Technical Support.
Additional assistance beyond the phase/project closure (with the exception of resolving issues
raised after the key processes are run for the first time outside of the initial post go -live support
period) will be considered out of scope and will require a change order or purchase order for
additional services. Additional assistance beyond that specified here will be considered out of
scope and will require a change order.
E.11.2 Outcomes/Deliverables
• Deliverable(s):
o Lessons Learned (DED 9)
E.12 Phase Closure
This process allows for a formal transition to the Munis support team and a review of the
lessons learned during this phase of the project in order to use these lessons on other phases or
projects within Client or at Tyler. Lessons learned will be gathered and documented at each status
meeting, and the final lessons learned document will include the lessons documented throughout
the project phase
E.12.1 Requirements/Notes
• Tyler's consultants will perform training on the identified post -live processes.
� •i
Steering Committee
• Grant final acceptance
Project Manager
• Coordinate final acceptance
• Initiate transition to support
process
• Facilitate Lessons Learned
• Grant final acceptance for the
discussion and develop lessons
phase
learned document
Project Team /
. Perform final user acceptance
• Troubleshoot and resolve issues
Implementation Consultant
testing
related to user acceptance testing
• Document issues
E.12.1 Requirements/Notes
• Tyler's consultants will perform training on the identified post -live processes.
� •i
• Client -authorized users shall document and report issues through the provided Tyler support
resources
E.12.2 Outcomes/Deliverables
• Deliverables: None.
Project Outcomes:
o Implemented system and Project satisfy all Statement of Work terms and functional
requirements, including but not limited to functional requirements as defined and detailed
in Section A.2.2 ("Project Phases") of this Exhibit A-1 ("Statement of Work").
o Transitioned to Tyler Support
o Final Acceptance
• Control Point:
o Acceptance of Project/Phase Closure
Section F: Homework Requirements
The following outlines major expectations, requirements, and activities surrounding the implementation
of the Munis solution:
• Tyler will provide in writing to Client the trainee prerequisites that must be completed prior to
conducting all implementation or training sessions. All prerequisites will be identified on the
project plan and communicated to Client in agendas for each implementation or training session.
• Tyler will provide in writing to Client project manager after each training or implementation
session what tasks must be completed prior to Tyler personnel returning to the site. These tasks
will be shown on the site report after each site visit and posted on the project SharePoint site. All
tasks will also be listed on the project plan.
• Homework assignments and tasks will also be listed on the Project Plan along with due date and
owner
• Typical homework items are as follows:
o Complete set up of tables and codes based on training conducted
o Practice on processes learned
o Review any delivered documents prior to attending scheduled training session
• Should Client not be able to complete communicated prerequisites or tasks, the Client project
manager is to bring it to the attention of the Tyler project manager immediately so that assistance
can be offered or scheduling be revised.
Section G: Facility Requirements
The following outlines Client's requirements for providing a suitable work location to be used by the
project:
• Client will provide a room to be used as a training lab for Tyler staff to transfer knowledge to
Client resources as well as a place for Client staff to practice what they have learned.
• The room is to be set up in a classroom setting. The number of workstations in the room is to be
determined by Client. It is Tyler's recommendation that every person attending a scheduled
session with a Tyler Implementer have their own workstation; however, Tyler requires that there
be no more than two people at a given workstation.
• A workstation is to consist of a computer that has access to the Munis training/test database and a
printer.
• Client is to provide a workstation that connects to Munis for the Tyler trainer conducting the
session. The computer must be linked to a projector so everyone attending the session is able to
follow the information being communicated.
• In addition to computers and a printer, it is recommended that a phone be available in the room as
well as a white board with markers and eraser.
• Client is responsible to schedule the training room for the sessions conducted by Tyler staff.
• Should phases overlap, it may be necessary to make multiple training facilities available.
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Section H: Appendix
Appendix 1: Deliverable Expectation Document
A description of each summary deliverable is provided below. All deliverables will be provided
electronically in the format used to prepare the deliverable (example: Microsoft Word, Excel) to allow for
updates and revisions.
Deliverable
Deliverable Name: Implementation Management Plans Phase: CROSS
ALL PHASES
Objective: To provide procedures for project management and managing changes to the project scope,
schedule, or budget.
Scope: Customized management plans to reflect Client's specific project approach. Management plans
will document specific project management processes that are agreed upon between Client and Tyler
project manager. As part of project planning, the Tyler project manager will review the SOW and
contract with Client. The management plan will include all information and procedures for all phases of
the project.
Format: Microsoft Word
Outline:
Resource Management Plan
• Identify Tyler resources on project and specific roles/tasks for the project
• Identify Client resources and what meetings/roles/tasks each needs to be included on
• Determine method for identifying/communicating on-site resources
Communication Management Plan
• Definition of Project Communications
• Communication Methods
• Key Stakeholders / Audiences for Each Communication
• Frequency of Communications
• Roles and Responsibilities
Risk Management Plan
• Definition of Risks
• Risk Assessment Methodology
• Risk Documentation
Quality/Testing Management Plan
• Testing Process
• Testing Criteria
• Process for Resolving Testing Issues
• Quality Review Process / Deliverable Quality Review
• Overall Project Quality Standards
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Schedule Management Plan
• Identify process for making adjustments to schedule
Change Management Plan
• Share Change Management Tools
• Identification of project concerns, risks, and issues
• Determine the types, frequency and delivery of communications
• Identify Client resources and what meetings/roles/tasks each needs to be included on
Education Management Plan
• Software/Hardware
o How many databases will be utilized?
o Will we establish a Financials Training environment separate from Payroll?
o Who will refresh the training database?
o Will a second server be utilized?
• Facilities
o How many training rooms will be utilized?
o Where are the training rooms?
o How many workstations will be in each training room?
o How many printers will be in each training room?
o Other training room requirements (white board, phone, etc.)
o Who will schedule the training room?
• Staff
o How many students per teacher?
o How many students per workstation?
o What are the hours of training?
o Who will be trained on each Munis application?
o Who will take attendance?
o Will management be present for each session?
o Who will train the end-users Munis versus Project Team Leads)?
• Schedule
o Who will determine the exact days for training?
o Who will notify staff members?
o How far in advance will the training schedule be built?
• Quality Control
o How will Client determine if attendees have learned required training
outcomes?
o How will follow up training be administered?
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Client Role:
• Attend project planning sessions scheduled by Tyler
• All project team members will participate in the development of these plans.
Tyler Role:
• Tyler will lead development of the plans and will have responsibility for documenting all
decisions as part of the deliverable.
Acceptance Criteria:
• Client project team has read, understands, and agrees with the procedures and schedules within
the Implementation Management Plan
• The deliverable contains all the components specified in the Outline of this DED and the SOW
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
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Deliverable 1
Deliverable Name: Project Plan / Schedule Phase: ALL
Objective: Task list with owners and due dates for successful completion of the project.
Scope: See SOW Section C.1
Format: Initially developed and maintained on the Project SharePoint site. Tyler is currently testing the
use and integration of MS Project with SharePoint. If the testing is complete and successful during
Client's implementation, Tyler will consider the transition of this deliverable to be in MS Project.
Outline: The project plan will follow the Tyler Implementation Methodology WBS and contain all WBS
tasks, tasks necessary for completion of WBS tasks, deliverables, milestones, review/acceptance periods,
and other key project events.
Client Role:
• Review project plan
• Contribute information necessary to complete and maintain project plan
Tyler Role:
• Provide initial on-site and remote session schedule to client for approval
• Create project plan
• Post project plan to Project SharePoint site
Acceptance Criteria:
• The client signs off on the project plan and schedule
• The deliverable contains all the components specified in the Outline of this DED and the SOW
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
1 1
Deliverable Name: User Manuals Phase: 1
Objective: Provide documentation on standard Munis functions
Scope: Comprehensive user manuals for all Tyler modules purchased.
Format: MS Word
Outline:
• Overview of module
• Detailed description of how to generally complete tasks in Munis
• Identification of options, fields, and functions built into the Munis software.
Client Role:
• Review User Materials
• Update materials with Client -specific steps and processes
Tyler Role:
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• Provide training manuals on SharePoint.
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED and the SOW
• The training materials will be updated to reflect current features and functions in the software
version that Client is implementing.
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
Deliverable Number:
Deliverable Name: Data Conversion Plan Phase: 1
Objective: Document conversion option decisions, timelines, tasks, and validation methods.
Scope: All conversions listed in Section A.5 that Client chooses to convert. As analysis sessions occur,
the plan will be updated with scope of conversions, years of history, and fields to convert.
Format: MS Excel
Outline:
• Conversion options to be exercised
• Conversion options not to be completed, with description of change order action
• Timelines for each conversion option
• Reports and data validation recommendations
Client Role:
• Attend conversion and applicable module analysis sessions
• Participate in planning discussions
• Review and accept the conversion plan
Tyler Role:
• Provide conversion analysis
• Provide conversion specifications and guidelines
• Provide guidance on proofing methods and tools
• Create and provide the conversion plan
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED and the SOW
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• Data has been proofed and accepted in a test environment by the client.
• The deliverable is free of formatting and spelling errors.
A-75
Deliverable 1
Deliverable Name: System Design Document Phase: 1
Objective: To document the decisions and processes resulting from analysis and identify how Client will
use the Munis system.
Scope: Detailed review of each in scope functional area, module, and business process to identify the
current needs, business process requirements, business process and Munis configuration decisions, and
detailed set-up notes for how Munis will be used. The document is to contain workflow, and security
information where applicable.
Format: MS Word and/or MS Excel
Sample Outline:
Current Needs:
• Identification of current process
• Analysis of Munis fit/gap
Client Decision Making:
• Process Decisions
• Munis Considerations
• Follow Up Items
Detailed Munis set-up considerations
• Munis set up details
• Modifications
• Interfaces
Other Information
• Workflow Details
• Security Details
Client Role:
• Participate in all meetings and make decisions
• Update document for client decisions
• Review the documents provided by the Tyler project team
• Identify any discrepancies
• Ask for clarification from the Tyler team, if necessary
Tyler Role:
• Post the analysis notes on the Project SharePoint site
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
A-76
Deliverable
Deliverable Name: Static Environment Test (SET) Plan Phase: 1
Objective: Prepare the test script based on Client's process and set up decisions through As -Is and To -
Be analysis.
Scope: Tyler will lead Client in the step by step testing of Client business process decisions built into the
functionality of Munis. This test will enable Client to see the way the system functions using their own
data and business processes. Focus will be on helping Client understand the impact the desired business
processes will have on the way the system functions and the impact of the system on Client business
process decisions. The SET Plan will contain detailed testing scripts to test Client business processes.
Format: MS Word document
Outline:
• Test scripts by business process for each functional area/module in scope for the project.
Client Role:
• Review the SET plan
• Provide feedback for additional processes to be tested
Tyler Role:
• Develop SET plan
• Modify SET plan prior to testing based on client feedback
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED and the SOW
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
1 1
Deliverable Name: Program Modification / Interface Design Specifications Phase: 1(if
applicable)
Objective: Review and understand Client requirements for the customizations and interfaces.
Specification will contain a description and details of the intended program modifications and custom
interfaces to be delivered to address the contract item — this document identifies exactly where and how
the application programs will be changed.
Scope: Any Program Modifications and Interfaces added to the scope via an approved Scope Change.
Format: Word document to detail design specifications
Outline:
Word document provided by Development that will describe the proposed functionality desired by
Client.
A-77
Client Role:
• Client provides business practices and/or mandates that drive the need for the modification.
• Client reviews the design specification with Development and Implementation.
• Client signs off on final design specification.
Tyler Role:
• Development obtains clients business practices and/or mandates that drive the need for the
modification.
• Development may suggest existing functionality to achieve the desired results. Implementation
will provide relevant details for the client's suggested future Munis business practices.
• Development creates the design specification for the modification.
• Development and Implementation review the design specification with the client.
• Development updates the design specification with any requested changes, if applicable.
• Implementation PM makes adjustments to the modification task dates in the project plan, as
necessary.
• Development obtains client sign -off of the design specifications. Modify specifications if
required after development of modification.
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
Deliverable
Deliverable Name: Pre -Live Checklist Phase:
1
Objective: Identify all tasks that will need to be completed for Go -live. Checklist will provide cutover
timelines to cease processing in the legacy system, timeline for final conversions, contingency processing
Tans, and instructions for decentralized departments.
Scope: Implementation will provide the client with a checklist of items needed to be completed for Go -
Live
Format: MS Excel
Outline:
Sample activities from a Payroll Go -Live Checklist:
• Separation of duties between Payroll and HR determined and tested
• Validate process of starting a payroll, switch T & A users
• Review Dept. Time & Attendance process, proof reports
• Verify GL Distribution Posting correctly - Finance Dept. approval
• Verify appropriate permission levels on General, Time & Attendance and Payroll Run
Processing for all users
•
Deliverable
Checklist columns:
• Item ID
• Activity
• Owner
• Date Verified
• Client Approval (initials)
• Notes/Comments
Client Role:
• Review and complete the list of items required for go -live.
Tyler Role:
• Provide client with a list of items required for completion for the go -live, by phase.
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED and the SOW
• The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
• The deliverable is free of formatting and spelling errors.
1 1• •
Deliverable Name: Lessons Learned Document Phase:
1
Objective: Document lessons learned to apply to future phases/projects
Scope: All lessons learned specific to Munis implementation
Format: MS Excel
Outline:
• ID
• Date
• Title
• Phase
• Lesson Value
• Description and Impact
• Recommendation(s)
• Contact
Client Role:
• Gather feedback
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Participate in lessons learned session
Document and archive lessons learned
Tyler Role:
• Lead lessons learned session
• Develop after action Change Management review plan for subsequent phases
• Archive lessons learned
Acceptance Criteria:
• The deliverable contains all the components specified in the Outline of this DED and the SOW
The respective Tyler and Client project team members have resolved all material content
and/or quality issues.
The deliverable is free of formatting and spelling errors.
•
Appendix 2: Hardware Requirements
1�'C, Client Workstations
Operating System:
Windows:
8.1 64-bit (recommended), 10 64-bit, 7 54 -bit & 7 32-bit
Mac OS X:
10.10 (recommended)& 10.8 (minimum*)
Memory (RAM):
4+G B (recommended, 2 GB (minimum
Processor (CPU):
Intel CPU
Screen Resolution:
1280x800 (recommended), 1024x768 (minimum')
Internet Browser:
Windows:
Microsoft Internet Explorer 11
G o qg le C hro me — ver si o n 3 1 (au to upd ate -s e-nahied —for HTMLS cn �j)
32-bit Mozilla Firefox 3.0+ (Self Service cy?iy)
Mac OS:
32-bit Apple Safari 6.2+
Microsoft Office:
Windows:
32-bit Microsoft Office 2013 & 32-bit MicrosoftOffice 2010
Mac CS:
32-bit Microsoft Office forts ac 2011
Additional Software:
Microsoft Silverli& 5.1 brovqser plug r
Java Runtime Engine (JRE) 7u79 orSufaG (for Tyler Content A49nagerfull client only)
Microsoft .NET Fra mend ork4.0SP1 (used with Tyle Ca5fitering v2.104)
Efflooll
EXHIBIT 66A-2"
FUNCTIONAL REQUIREMENTS
Section 11 (Responses to Functional Requirements) of Tyler's Proposal (dated September
16, 2011) to Client's Request for Proposals, released August 8, 2011, is incorporated herein
by reference.
•
EXHIBIT 66A-3"
TYLERFORMS OUTPUT MANAGEMENT SOLUTION PRINTER REQUIREMENT
Check Printers
The following technical specifications must be met for check printing with the
TylerForms Output Management Solution.
HP Brand Black/White Laser Jet Networked Printer with Static IP Address
High Speed USB 2.0 Port
HP Jet Direct Fast Ethernet Embedded Print Server
HP PCL 5e Personality or Language Installed
Automatic Duplexing Included and Enabled
Minimum Memory - 64MB
Minimum of 80 Internal TrueT e Scalable Fonts (80 HP Font Set)
Minimum of 2 Full Input Trays, Manual Feed Tray not usable)
Accommodates Letter and Legal Size Paper Stock
Printers must have the latest firmware updates installed
IMPORTANT NOTE: We do not support HP printers that have been modified with TROY
brand or any other 3rd party MICR security features for check printing.
Recommended TylerForms Check Printers
Please note that some of these printers may not be available from HP directly as they
change printer models often. They are generally available from HP resellers and other
retailers even if HP is no longer offering them directly.
HPLJ 3015x
HPLJ M604dn*
HPLJ M605dn*
HPLJ M605x
HPLJ M606dn*
HPLJ M606x
HPLJ M806dn
HPLJ M806x
*If using the HPLJM604dn, HPLJM605dn or M606dn you must purchase an additional input
tray in order to meet the requirement of two full input trays
Other Form Printers
The following technical specifications must be met for all other form (not check) printing
with the TylerForms Output Management Solution.
Network Laser Jet Printer with Static IP Address
PCL 5e Personality or Language Installed
Automatic Duplexing Included and Enabled*
Minimum Memory - 64MB
Minimum of 80 Internal TrueType Scalable Fonts
Minimum of 2 Full Input Trays (Manual Feed Tray not usable)
Accommodates Letter and Legal Size Paper Stock
Printers must have the latest firmware updates installed
•
*Please note that for some non -check form designs you will need to have a duplexing
capabilities.
PLEASE NOTE: Our solution is designed for and guaranteed to work with HP black and white
laser jet printers meeting the minimum requirements. For non -check forms we will make every
effort to print to other networked printers that meet the technical requirements outlined above.
While we routinely and successfully print other forms to many brands of laser printers, if we are
unable to print to a printer on your site, you will be required to provide an alternate printer.
F.111969115
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 1.2, Consultant's Proposal, is hereby amended to read as follows:
"The Scope of Service shall include the Consultant's Statement of Work seepe ef werk er
bid which shall be incorporated herein by this reference as though fully set forth herein, and
attached as Exhibit "A-1". In the event of any inconsistency between the terms of the Statement
of Work and this Agreement, the terms of this Agreement shall govern."
II. Section 1.3, Compliance with Law, is hereby amended to read as follows:
"Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all applicable ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental entity having jurisdiction in effect at the time
service is rendered."
III. Section 1.4, Licenses, Permits, Fees and Assessments, is hereby amended to
read as follows:
"Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required of Consultant by law for the performance of the services required by this
Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes
associated with such licenses, permits and approvals, plus applicable penalties and interest, which
may be imposed by law and arise from or are necessary for the Consultant's performance of the
services required by this Agreement, and shall indemnify, defend and hold harmless City, its
officers, employees or agents of City, against any such fees, assessments, taxes, penalties or
interest levied, assessed or imposed against City hereunder due to Consultant's failure to obtain
such licenses, permits and approvals."
IV. Section 1.5, Familiarity with Work, is hereby amended to read as follows:
`By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. The parties agree that the standard to be applied to Consultant's duties to investigate
and become acquainted shall be commercially reasonable. Should the Consultant discover any
latent or unknown conditions, which will materially affect the performance of the services
•
hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except
at Consultant's risk until written instructions are received from the Contract Officer."
V. Section 1.6, Care of Work, is hereby amended to read as follows:
"The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, resulting from Consultant's negligence, recklessness or willful
misconduct until acceptance of the work by City (with such acceptance not to be unreasonablX
withheld). wept Consultant shall not be responsible for such losses or damages to the extent as
may be caused by City's own negligence, recklessness, or willful misconduct."
VI. Section 1.8, Additional Services, is hereby amended to read as follows:
"City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to request efder extra work beyond that specified in the Scope of
Services or request to make changes by altering, adding to or deducting from said work. No
such extra work may be undertaken unless a written order is first given by the Contract Officer to
the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the "tel costs
of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are
subject to the written approval of the Consultant. Any increase in compensation of up to ten
percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up
to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively, must be approved by the City Council. It is
expressly understood by Consultant that the provisions of this Section shall not apply to services
specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts
the risk that the services to be provided pursuant to the Scope of Services may be more costly or
time consuming than Consultant anticipates and that Consultant shall not be entitled to additional
compensation therefor. City may in its sole and absolute discretion have similar work done by
other contractors. No claims for an increase in the Contract Sum or time for performance shall
be valid unless the procedures established in this Section are followed."
VII. Section 2.1, Contract Sum, is hereby amended to read as follows:
"Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, for the five (5) year term
commencing 2016 including reimbursement for actual expenses, shall
not exceed Four Hundred Twenty Thousand Four Hundred Sixty Dollars ($420,460) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. The not to
exceed amount is based on the mutually greed scope of services and may not be exceeded unless
approved by the Contract Officer in advance pursuant to Section 1.8 of this Agreement. For the
� i�
avoidance of doubt, in the event that the estimated travel budget provided for in Exhibit C is
exceeded, Tyler shall continue to travel as needed to reasonably perform the services for the
mutually agreed scope provided for under this Agreement, and City shall not be responsible for
any reimbursements detailed herein for such travel."
VIII. Section 2.2, Method of Compensation, is hereby amended to read as follows:
"The method of compensation is specified in Exhibit "C".
payment upon completion; (ii) payment in meer-danee with speeified tasks or the PeFeentage Of
eempletion of the sei=viees, less eon#aet retention; (iii) payment for- time and materials based upon
the Consultant's fates as speeified in the Sehedule of Compensation, pfevided that (a) 6
estimates are provided for- the per-fefmanee of s4 tasks, (b) eentfaet retention is maintained, an
Sehedule of Compensation."
IX. Section 2.3, Reimbursable Expenses, is hereby amended to read as follows:
"Compensation may will include reimbursement for actual and necessary expenditures for
travel expenses subject to Section 2.1 and as set forth
in Exhibit C-1. Any travel expenses in excess of the not -to -exceed amount must be approved by
the Contract Officer in advance, ^ aetu ' subeontrae*^r expenses of an ed subeealfaete
pur-suan4 to Seeti ,,, n c and only ifspeei fiea i the Sehe ule of Copens pursuant to Section
1.8 of this Agreement to be eligible for reimbursement. The Contract Sum shall include the
attendance of Consultant at all project meetings either mutually agreed _ by Consultant and City; or,
as reasonably deemed necessary for complete performance of the terms of the Agreement by
Consultant by the -Citi. Coordination of the performance of the work with City is a critical
component of the services. If Consultant is required to attend additional meetings to facilitate such
coordination, Consultant shall not be entitled to any additional compensation for attending said
meetings. Consultant shall be able to attend any such meetings remotely if such remote attendance
does not reasonably impair the ability of Consultant to provide to Cily ftill performance of the
terms of the Agreement. The foregoing notwithstanding, Consultant mu request an increase to the
travel expense amount if onsite attendance of meetings is desirable but not required for Consultant
to perform its obligations pursuant to this Agreement."
X. Section 2.4, Invoices, is hereby amended to read as follows:
"Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form substantial similar to Exhibit C-2 in
^ r^. -,.V, approved by Gity's Dir-eetor- ofFinan e By submitting an invoice for payment under this
Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice
shall detail charges for all necessary and actual expenses by line item the following ea4egories:
•
Consultant shall not invoice City for
any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best off 14s to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will always occur within this time period. The foregoing
notwithstanding, Consultant accepts that occasional, limited delays may result from warrant run
procedures. In the event any charges or expenses are disputed by City, the original invoice shall
be returned by City to Consultant for correction and resubmission. Review and payment by City
for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies
provided herein or any applicable law.
XI. Section 3.1, Time of Essence, is hereby amended to read as follows:
"Time is of the essence in the performance of this Agreement. Time is of the essence means
that both parties shall timely perform all their respective obligations in accord with the mutually
agreed implementation plan so as to facilitate the efficient completion of the project."
XII. Section 3.2, Schedule of Performance, is hereby amended to read as follows:
"Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference provided that Ci , timely performs its obligations pursuant to this Agreement which are
necessary condition precedents to performance of such services by Consultant. When requested
by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may
be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively."
XIII. Section 3.3, Force Majeure, is hereby amended to read as follows:
"The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
reasonable judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of this
Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant
to this Section."
XIV. Section 3.4, Term, is hereby amended to read as follows:
"Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect from , 2016 until , 2021. l
otherwise provided in the SehedulePerf }c (Exh b 4)- City retains the option to
thereafter continue to renew this Agreement for one five (5) year term, and then subsequently for
one (1) year terms, in regards to provision of the ongoing- services provided herein by Consultant,
ppon the same terms and conditions, subject to Cily providing written notice to Consultant of such
intention at least sixty (60) dasprior to expiration of the then -current term, and subject to mutually
agreed modification to the Contract Sum and Term, and conditioned on Tyler continuing to make
such serviceseg nay available to its clients."
XV. Section 4.1, Representatives and Personnel of Consultant, is hereby amended
to read as follows:
"The following employ pr-ineipals of Consultant " are hereby designated as
being the pr -i ,.;pals and representatives of Consultant authorized to act in its behalf with respect
to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
(Name) (Title)
Therefore, the foregoing employees prineipals shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to personally
supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at
all times be under the exclusive direction and control of the Consultant. Pr-inc-ipals. For pur- ores
of this Agreement, the foregoing Pr-ineipals may not be r-eplaeed ner- may their- responsibilities be
substantially r-edueed by Consultant without the express w-Fitten approval of City. Additionally,
Consultant shall utilize only competent personnel to perform services pursuant to this Agreement.
Consultant shall make best every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance."
XVI. Section 4.5, Prohibition Against Subcontracting or Assignment, is hereby
amended to read as follows:
"Section 4.5, Subcontracting or Assignment
Ua) The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the City to enter into this Agreement. Consultant
shall not contract with any other entity to perform in whole or in part the services required
hereunder without the express written approval of the City. Consultant contracting with any othe
entity to perform in whole or in part the services required hereunder, without the express written
approval of the City, shall be considered a breach of this Agreement.
(b) If City provides express written approval for Consultant to contract with an. o� ther
entity to perform in whole or in part the services required hereunder, then Consultant warrants and
ajzrees that either:
1) The contract between Consultant and such entity shall require both the entity
indemnify the City on the same terms and conditions as provided for
indemnification in Section 5.3 ("Indemnification of this Agreement, as well
as provide insurance coverage to City on the same terms and conditions as
provided for in Sections 5.1, 5.2 and 5.4 of this Agreement, with certificates
and endorsements evidencing such coverage provided to City; or
2) Consultant shall indemnify the City for all acts or omissions of such entity on
the same terms and conditions as provided for in Section 5.3
("Indemnification") of this Agreement.
(c,) In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for
the benefit of creditors or otherwise, without the prior written approval of the other party C,
with the exception of the Citv's consent is not reauired for an assignment by Consultant to the
surviving corporate entity which is the result of substantially all of Consultant's assets being the
subiect of a comorate merger, acauisition or purchase, provided that no such assignment shall
occur unless the entirety of Consultant's obligations and duties to City, in whole and without
amendment or impairment, as provided for in this Agreement, are transferred to, and accepted bL
such surviving corporate entit .jr- ^^r^r^ restfietea hereunder- shall ielude the tfansfer to any
per -son or- gr -e" of per -sons aefing in eaneeft of mer -e than twenty five per-eent 0
> >
this Agr-eemen
shall be void. No appr-oved tfansfer- shall release the Consultant or- any stir-ety of Consultant of any
liability hereunder- without the express eonsent of City.
XVII. Section 5.1, Insurance Coverages, is hereby amended to read as follows:
"The Consultant shall procure and maintain, at its sole cost and expense, :n ^ f f ^Ha
City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance, and as required below <e shall cover all elected
and appointed officers, employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
e uivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and eh
shall indemnify, insiffe and pr-ovide legal defense for- the Consultant against any less, el
covering claims or damage arising from any injuries or occupational diseases occurring to any
worker employed by or any persons retained by the Consultant in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including `any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, ^ra must i„
eover-age for- eon# etu l liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of or related to services
performed under this Agreement. The insurance must be maintained for at least 5 consecutive
years following the completion of Consultant's services or the termination of this Agreement.
During this additional 5 -year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
A-91
(e) Cyber Liability. Technology errors & omissions insurance with limits of
$5,000,000 per claim/loss, and $5,000,000 in the aggregate. If coverage is maintained on a claims -
made basis, Consultant shall maintain such coverage for an additional period of five (5) years
following termination of the contract. Technology errors & omissions insurance shall include the
followingcoverage:
i. Liability arising from the theft, dissemination and/or use of confidential or personally
identifiable information; including credit monitoringand nd re u�y fines arising from
such theft, dissemination or use of the confidential information.
ii. Network security liability, arising from the unauthorized use of, access to, or tampering
with computer systems.
iii. Liability arising from the failure of Consultant's proprietary technology_ products
(software) required under the contract for Consultant to properly perform the services
intended.
iv. Electronic Media Liability arisingfrom rom personal injurplagiarism or misappropriation
of ideas, domain name infringement or improper deep -linking or framing, and
infringement or violation of intellectual property ry ights.
V. Liability arising from the failure to render professional services as defined by industry
standards appropriate to the technology being sed.
XVIII. Section 5.2, General Insurance Requirements, is hereby amended to read as
follows:
All e f the above The Commercial General Liability and Automotive policies of insurance
shall be primary insurance for claims arising out of this Agreement and shall name the City, its
elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer, shall, and is deemed hereof to, waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. MoreeveF, the insufanee poliey must specify thaty here the y
insufed does not satisfy the self insufed r-ete 4ditional insur-ed may satisfy the seg-
oa retention.
All of said polieies of instir-anee shall provide that said instir-anee may not be amend
eaneelled by the insiffer- of any pai4y hefete without pr-eviding thi4y (30) days prior- written notiee
by ,.o,4: fie mai' r-etu ro ept requested to the City. Said insurance may not be amended such
that it no longer complies with the requirements herein, or be cancelled by Tyler, without first
A-92
providing thirty (30) days prior written notice by certified mail return receipt requested to the City.
In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the
cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the
Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance; and additional insured endorsement forms Of
evidencing the above insurance coverages and said Certificates of
Insurance o care approved by the City. City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies in the event of a claim for which
coverage is denied by Tyler's insurance carrier and City reasonably believes such claim should be
covered at anytime. Any failure to comply with the reporting or other provisions of the policies
including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the City as additional insured for the Commercial General
Liabilily policy and the Automotive Insurance policy. (providing the appropriate endorsement)_
NN
10 LA 1012. M! RMY.P 1,_ 6
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied
or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The
coverage shall contain no special limitations on the scope of protection afforded to City, and their
respective elected and appointed officers, officials, employees or volunteers. Consultant's
insurance policies shall not provide any exclusion to Consultant's insurance shall app! applying
separately to each insured against whom claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
Any deduetibles or- self instir-ed r-etentions must be deelar-ed to and approved by City. � —
the option of City, either- the instwer- shall r-e"ee or- eliminate sueh dedtiefibles or- self instir-
related—
investigations, ,.',,:,,., .,aY,. mist -r -at o defense expenses „a elai s The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which
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the Consultant may be held responsible for the payment of damages to any persons or property
resulting from the Consultant's activities or the activities of any person or persons for which the
Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as
provided in Section 5.3.
XIX. Section 5.3, Indemnification, is hereby amended to read as follows:
"To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties" collectively and
"Indemnified Party" individually) against, and will hold and save them and each of them harmless
from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages
to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether
actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person,
firm or entity Q arising out of or in connection with the negligent performance of(including
failure to perform) the work, operations or activities provided herein of Consultant, its officers,
employees, agents, s4eont-FaetoFs or invitees; ori any individual or entity for which Consultant is
legally liable ("indemnitors");; or Q arising from Consultant's or indemnitors' reckless or willful
misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to
perform any term, provision, covenant or condition of this Agreement;; or (iii,) arising from any
allegation that any part, function or component of the Consultant Software misappropriates or
infringes a patent, copy!ight or other intellectual property right; provided that, as to each of (i)-
(iii), City promptly notifies Consultant of such claims, Consultant is given full control of the
defense of such claims and any legal action related thereto, and City cooperates with Consultant
in rendering reasonable non -monetary assistance in the defense of such action. Consultant will
promptly pay any judgment rendered against an Indemnified Party, for indemnified claims or
liabilities; and Consultant agrees to save and hold an Indemnified Party harmless therefrom to the
extent such judgment is subject to the within indemnification. In the event an Indemnified Part
made a party to any action or proceeding filed or prosecuted against Consultant for an indemnified
claim or liability, Consultant agrees es to pay to the City, its officers, agents or employees, any and
all reasonable costs and expenses incurred by the Indemnified Party, inclusive of its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys' fees. In connection therewith:
(a) Consultant will defend any etio ,or- ,bons filed in eonfleetion with any of
^'aims „« liabilities and will promptly pay all costs and expenses, including its legal costs and its
attorneys' fees incurred in connection *gin with an indemnified claim or liability;
b) Consultant's oblivations under 5.3(iii) will not aDDly to the extent the claim or
adverse final judgment is based on City's: a) combining the Consultant Software with any product
or device not provided, reasonably contemplated, or approved by Consultant; (b) altering or
modifying the Consultant Software, including any modification by third parties at City's direction
or otherwise expressly permitted by Citic) use of the Consultant Software in contradiction of
this Agreement. includiniz with non -licensed third parties: or (d) willful infrinizement by the Citv
or an,, third at the City's direction.
c) If Consultant receives information concerning an infrinizement or misappropriation
claim related to the Consultant Software, Consultant may, at Consultant's expense and without
obligation to do so, either: (a) procure for Cit,, tight to continue its use; (b) modify it to make
it non-infriniziniz (provided such modification is functionally eauivalent) or (c) replace it with a
functional, mutually greeable equivalent.
d) If. as a result of an infrinizement or misappropriation claim. Citv's use of the
Consultant Software is enjoined by a court of competent jurisdiction, in addition to paving; anX
adverse final judgment(or settlement to which Consultant consents), Consultant will, at
Consultant's option, either: (a) procure the right to continue its use; (b) modify it to make it non -
infringing (provided such modification is functionally equivalent); (c) replace it with a functional,
mutuallv aLyreeable eauivalent: or (d) terminate this Agreement in accordance with the provisions
of Section 7.7 and refund the unused SaaS Fees.
Consultant shall ineorporate similar indenuiity agreements with its subeontraeter-s an
fails to do so Consultant shall be fully responsible to indemnify City her-eunder- therefore, and
failufe of City to monitor- eomplianee with th . . is shall net be a waivef hefeofi This
JerFiet�l3ereundere To the fullest extent permitted by law, the provisions of this Section do
not apply to the extent such claims or liabilities occurring as a result of City's sole negligence or
willful acts or omissions btA,te thefullest exten4 peimitt ae�a, shall apply to elaims gra
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liabilities r-estilting in paft ffem City's neglige exeept that design professionals' indemni
"fi' miseenduet of the desi,.,., pr^mPmsi^ra' The indemnity obligation shall be binding on
successors and assigns of Consultant and shall survive termination of this Agreement."
el In the event of a third-Dartv claim that the DocOriffin functionalitv embedded in the
Tyler Forms Processing module infringes or misappropriates a third -party's intellectual property
right, Tyler will seek indemnification for the City for that claim from the DocOrigin Developer to
the fullest extent permitted for indemnification for Tvler. under anv and all Tvler aareement(s)
with the DocOrigin Developer.
XX. Section 5.4, Sufficiency of Insurer, is hereby amended to read as follows:
"Insurance required by this Agreement shall be satisfactory only if issued by companies "alified
authorized to do business in California, rated "A" or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk
Manager") due to unique circumstances. If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the City may
request that Consultant modify the insurance requirements herein, which shall be at Consultant's
sole discretion. Anv such chance shall only be valid upon mutual agreement the Cees ltan4 aRrovs
Section 5.5, Disclaimer and Limitation on Liability, is hereby added and reads as follows:
(a) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS
AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
TYLER HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
(b) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL TYLER BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER, EVEN IF TYLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
TYLER'S LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER
BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND
STRICT LIABILITY, SHALL BE LIMITED TO CITY'S ACTUAL DIRECT DAMAGES.
XXI. Section 6.4, Confidentiality and Release of Information, is hereby deleted in its
entirety and replaced with the following:
"(a) All information gained (including, but not limited to, social security numbers, home
addresses, personal phone numbers, bank routing numbersand credit card information) or work
product produced by Consultant, its officers, employees, agents or subcontractors in performance
of this Agreement shall be considered confidential, unless such information is in the public domain
or already known to Consultant. Consultant, its officers, employees,gents or subcontractors shall
not release or disclose any such information or work product to persons or entities other than City
without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors shall not authorize, or
allow, access to information ,gained from City (including, but not limited to, social security
numbers, home addresses, personal phone numbers, bank routing numbers and credit card
information) by Consultant, its officers, employees,gents or subcontractors in performance of
this Agreement, without prior written authorization from the Contract Officer, except as
reasonably required to perform its obligations under this Agreement.
(b) Consultant, its offieer-s, employees, agents or- stibeentfaetor-s, shall not, withe
prior- w-fitten authorization from the Gentfaet Offleer- er- unless r-e"ested by the City Attefney,
vokw4ar-ily provide doeuments, deelar-ations, letters of supper -t, testimony at depositi , -espens-e
to inteffegater-ies or- ether- infefmatien eeneefaing the work per -formed tmder- this Agfeement.
Response to a sttbpeena ar- eetH4 order- shall not be eonsider-ed "voluntar-y" pr-evided Consult
gives City notiee of sueh cotnt order- or subpoena-.
(e) if Consultant, of any effieer-, employee, agent or stibeepAr-aetof of ,
provides any infefmation or work produet in violation of this Agreement, then City shall have the
right to r-eifn ur-sement and indemnity from Consultant for- any damages, eests and fees, ineludi
a4temey, Consultant's
f��.'e!�.er�rze!s�!��eee�e!•e��sss.:sn�srrrrrr.�!�ee��r'e!ree�ez�s:er.��rr�a�!!e!�
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XXII. Section 7.2, Disputes; Defaults, is hereby amended to read as follows:
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"in the event that Consultant is in default under- the tefms of this AgFeement, the City shall
the date -of-defa:ult. Instead, the The City shall may give notice to Consultant of an asserted the
default and the reasons for the default. The notice shall include the timeframe in which Consultant
may cure the default. This timeframe shall be no less than is thirty (30) days, but
may be extended, though not reduced, if circumstances warrant. During the period of time that
Consultant is in default, the City shall hold the itemized portions only of invoices directly
associated with the default and shall, when the default is cured, proceed with payment on such
itemized portions of the invoices associated with the asserted default. In the alternative, the City
may, in its sole discretion, elect to pay some or all of the outstanding invoices being withheld
pursuant to this section during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver
of the City's legal rights or any rights arising out of any provision of this Agreement. In the event
of any termination, City will timely pay Consultant for all undisputed fees and expenses related to
products, software, or services City has received from Consultant in accordance with the
requirements of this Agreement. "
XXIII. Section 7.3, Retention of Funds, is hereby deleted and replaced with the
following:
"If City believes any delivered product or service does not conform to the warranties or
requirements of this Agreement, City will provide Consultant with written notice within forty-five
(45) days of City's receipt of the applicable invoice. The written notice must contain sufficient
detail of the issues City contends are in dispute. Consultant will provide a written response within
fifteen (15) days to City that will include, as appropriate, either a justification of the invoice, an
adjustment to the invoice, or a proposal for an action plan addressing the issues presented in City's
notice. If either party believes an action plan is necessary, then the parties will work together as
may be necessary to develop an action plan that outlines reasonable steps to be taken by both
parties to resolve any issues presented in City's notice. City may only withhold payment of
amount(s) actually in dispute pursuant to the notice provided by City to Consultant, until
Consultant completes the action items outlined in an action plan agreed to by both parties. Failure
of the parties to agree to an action plan shall not obligate the City to remit payments withheld
under this Section 7.3. If the parties are unable to complete the action items outlined in the action
plan because of City's clear failure to complete the items agreed by City to be done, then City will
timely remit full payment of the amounts being withheld.
Subject to City's exercise of its rights under this Agreement, including but not limited to under
Sections 7.2 and 7.3 of this Agreement, Tyler reserves the right to suspend delivery of services,
including SaaS services, if City fails to pay an invoice as required by this Agreement."
ff
XXIV. Section 7.6, Legal Action, is hereby amended to read as follows:
"In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall if required by law, file a statutory claim pursuant to Government
Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement."
XXV. Section 7.7, Termination Prior to Expiration of Term, is hereby amended to
read as follows:
"This Section shall govern any termination of this Contract, subject to the following
Section for Termination for Default. The City reserves the right to terminate this Contract at any
time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where
termination is due to the fault of the Consultant, the period of notice may be such shorter time as
may be determined by the Contract Officer provided that Consultant, in any event, is permitted a
reasonable opportunity to remedy the asserted fault(s). In addition, the Consultant reserves the
right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written
notice to City, except that where termination is due to the fault of the City, the period of notice
may be such shorter time as the Consultant may determine provided that City, in any event, is
permitted a reasonable opportunity to remedy the asserted fault(s). Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all products and services rendered
and expenses incurred prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or
such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event
the Consultant has initiated termination, the Consultant shall be entitled to compensation only for
all undisputed fees and expenses related to software, products, and/or services, pursuant to this
Agreement, which either City has received from Consultant, or Consultant has incurred or
delivered, prior to the effective date of termination
.,,.tual y pr-odueea her-eunde In the event of termination without cause pursuant to this Section,
the terminating party need not provide the non -terminating party with the opportunity to cure
pursuant to Section 7.2."
XXVL Section 7.8, Termination for Default of Consultant, is hereby deleted in its
entirety and replaced with the following:
"If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City is entitled to City's actual direct damages caused by such termination to the fullest
extent as provided for by California law ,
XXVII. Section 7.9, Attorneys' Fees, is hereby amended to read as follows:
"If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding arising under i � I ,.,,neetoa «.i this Agreement, the prevailing party
in such action or proceeding, to the extent such party is City or Consultant, in addition to any other
relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's
fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled
to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking
depositions and discovery and all other necessary costs the court allows which are incurred in such
litigation. All such fees shall be deemed to have accrued on commencement of such action and
shall be enforceable whether or not such action is prosecuted to judgment."
XXVIII. Section 7.10, Delivery of City Data, is added and reads as follows:
"In the event of anv termination or non -renewal of this Agreement. Consultant shall
promptly deliver to City all City data residing in Consultant's hosted environment at the time of
termination in either a standard Microsoft SQL backup or whatever format then existingin n the
database residing in the Tyler hosted environment."
XXIX. Section 8.1, Non -liability of City Officers and Employees, is hereby amended
to read as follows:
"No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor under this Agreement, or for breach of any
obligation of the terms of this Agreement."
XXX. Section 9.6, Warranty & Representation of Non -Collusion, is hereby amended
to read as follows:
"No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
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i�
XXVII. Section 7.9, Attorneys' Fees, is hereby amended to read as follows:
"If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding arising under i � I ,.,,neetoa «.i this Agreement, the prevailing party
in such action or proceeding, to the extent such party is City or Consultant, in addition to any other
relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's
fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled
to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking
depositions and discovery and all other necessary costs the court allows which are incurred in such
litigation. All such fees shall be deemed to have accrued on commencement of such action and
shall be enforceable whether or not such action is prosecuted to judgment."
XXVIII. Section 7.10, Delivery of City Data, is added and reads as follows:
"In the event of anv termination or non -renewal of this Agreement. Consultant shall
promptly deliver to City all City data residing in Consultant's hosted environment at the time of
termination in either a standard Microsoft SQL backup or whatever format then existingin n the
database residing in the Tyler hosted environment."
XXIX. Section 8.1, Non -liability of City Officers and Employees, is hereby amended
to read as follows:
"No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor under this Agreement, or for breach of any
obligation of the terms of this Agreement."
XXX. Section 9.6, Warranty & Representation of Non -Collusion, is hereby amended
to read as follows:
"No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
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including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will constitute grounds for termination
or, if and to the extent required by applicable law, render this Agreement void and of no force or
effect."
XXXI. Exhibits A-1, A-2, A-3, B-1, B-2, B-3, C-1, C-2 and E are hereby incorporated
into this Agreement.
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EXHIBIT "B -l"
ADDITIONAL TERMS
I. Definitions
"Agreement" means the Contract Services Agreement by and between City of Rancho
Palos Verdes ("City") and Tyler Technologies, Inc. ("Consultant" or "Tyler") including all
exhibits incorporated therein.
"Business Travel Policy" means Tyler's business travel policy. A copy of the current
Business Travel Policy is attached at Exhibit C-1.
"Data" means the data necessary to utilize the Tyler Software.
"Data Storage Capacity" means the contracted amount of storage capacity for TCM SE
identified in the Schedule of Compensation in Exhibit C.
"Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in the Agreement, or their functional equivalent. Future functionality
may be updated, modified, or otherwise enhanced through Tyler's maintenance and support
services, and the governing functional descriptions for such future functionality will be set
forth in Tyler's then -current Documentation.
"Defined Concurrent Users" means the number of concurrent users that are authorized
to use the SaaS Services. The Defined Concurrent Users for the Agreement is sixteen (16).
"Developer" means a third party who owns the intellectual property rights to Third Party
Software.
"Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that Tyler provides or otherwise makes available to
City, including instructions, user guides, manuals and other training or self-help
documentation.
"Effective Date" means the date on which your authorized representative signs the
Agreement.
"Investment Summary" means the agreed upon costs for the products and services
attached as Exhibit C.
"SaaS Fees" means the fees for the SaaS Services identified in the Schedule of
Compensation in Exhibit C.
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"SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software,
and includes the right to access and use the Tyler Software, support services for the Tyler
Software under the terms of the SLA, attached as Exhibit B-2, Data storage and archiving.
SaaS Services do not include support of an operating system or hardware, support outside
of Tyler's normal business hours, or training, consulting or other professional services.
Tyler agrees it will not reduce its normal business hours during the Term of this Agreement.
"SLA" means the service level agreement. A copy of Tyler's current SLA is attached
hereto as Exhibit B-2. Tyler agrees not to reduce the level of support and remedy in its
SLA during the Term of this Agreement.
"Support Call Process" means the support call process applicable to all of Tyler's
customers. A copy of Tyler's current Support Call Process is attached as Exhibit B-3.
"Third Party End User License Agreement(s)" means the end user license agreement
for the Third Party Software attached as Exhibit E.
"Third Party Hardware" means the third party hardware, if any, identified in the
Schedule of Compensation in Exhibit C.
"Third Party Products" means the Third Party Software and Third Party Hardware.
"Third Party Software" means the third party software, if any, identified in the Schedule
of Compensation in Exhibit C.
"Tyler Software" means Tyler's proprietary software and related interfaces identified in
the Schedule of Compensation in Exhibit C.
II. SaaS Services
1. Rights Granted. Tyler grants City the non-exclusive, non -assignable limited right to use the
SaaS Services solely for City's internal business purposes for the number of Defined
Concurrent Users only. Access to the Tyler Software will be provided under the terms of the
SLA. Nothing in a Tyler SLA shall preclude the City from exercising any other rights or
remedies available under the law or the Agreement if Tyler fails to meet the Service
Availability Goals. City acknowledges that Tyler has no obligation to ship copies of the Tyler
Software as part of the SaaS Services.
2. SaaS Fees. City agrees to pay Tyler the SaaS Fees in accordance with the terms of this
Agreement.
3. Ownership
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(a) Tyler retains all ownership and intellectual property rights to the SaaS Services and the
Tyler Software, and anything developed by Tyler under this Agreement. City shall not
acquire under this Agreement any license to use the Tyler Software in excess of the scope
and/or duration of this Agreement.
(b) The Documentation is licensed to City and may be used and copied by City's employees
for internal, non-commercial reference purposes only. City must retain all proprietary
notices, logos, copyright notices, and similar markings on all such copies.
(c) City retains all ownership and intellectual property rights to the Data.
4. Restrictions. City may not: (a) make the Tyler Software or Documentation resulting from the
SaaS Services available in any manner to any third party for use in the third party's business
operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse
engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or
support, and/or assist a third party in building or supporting, products or services competitive
to Tyler; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource,
disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make
the SaaS Services, Tyler Software, or Documentation available to any third party other than as
expressly permitted by the Agreement or required by law.
5. Software Warranty. Tyler warrants that the Tyler Software will perform without Defects
during the term of this Agreement. If the Tyler Software does not perform as warranted, Tyler
will use all reasonable efforts, consistent with industry standards, to cure the Defect in
accordance with the SLA and Tyler's then current Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement
on Standards for Attestation Engagements ("SSAE") No. 16, Type 2. We have attained,
and will maintain, Type II SSAE compliance, or its equivalent, for so long as you are
timely paying for SaaS Services. Upon execution of a mutually agreeable Non -
Disclosure Agreement ("NDA"), we will provide you with a summary of our SSAE- 16
compliance report or its equivalent. Every year thereafter, for so long as the NDA is in
effect and in which you make a written request, we will provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated
to you, which is inaccessible to our other customers.
6.3 We have fully -redundant telecommunications access, electrical power, and the required
hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event any of your data has been lost or damaged due to an act or omission
of Tyler or its subcontractors or due to a defect in Tyler's software, we will use best
commercial efforts to restore all the data on servers in accordance with the architectural
design's capabilities and with the goal of minimizing any data loss as greatly as possible.
In no case shall the recovery point objective ("RPO") exceed a maximum of twenty-four
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(24) hours from declaration of disaster. For purposes of this subsection, RPO represents
the maximum tolerable period during which your data may be lost, measured in relation
to a disaster we declare, said declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four
(24) hours. For purposes of this subsection, RTO represents the amount of time, after we
declare a disaster, within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any
such activity. We will provide you with a written or electronic record of the actions
taken by us in the event that any unauthorized access to your database(s) is detected as a
result of our security protocols. We will undertake an additional security audit, on terms
and timing to be mutually agreed to by the parties, at your written request. You may not
attempt to bypass or subvert security restrictions in the SaaS Services or environments
related to the Tyler Software. Unauthorized attempts to access files, passwords or other
confidential information, and unauthorized vulnerability and penetration test scanning of
our network and systems (hosted or otherwise) is prohibited without the prior written
approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client -
specific. Should you request a client -specific disaster recovery test, we will work with
you to schedule and execute such a test on a mutually agreeable schedule.
6.7 We will be responsible for importing back-up and verifying that you can log -in. You will
be responsible for running reports and testing critical processes to verify the returned
data. At your written request, we will provide test results to you within a commercially
reasonable timeframe after receipt of the request.
6.8 We provide secure data transmission paths from each of your workstations to our servers.
6.9 For at least the past ten (10) years, all of our employees have undergone criminal
background checks prior to hire. All employees sign our confidentiality agreement and
security policies. Our data centers are accessible only by authorized personnel with a
unique key entry. All other visitors must be signed in and accompanied by authorized
personnel. Entry attempts to the data center are regularly audited by internal staff and
external auditors to ensure no unauthorized access.
7. Site Access and Requirements. City agrees to provide Tyler with full and free access to City's
personnel, facilities, and equipment to the extent reasonably necessary for Tyler to provide the
services, subject to any reasonable security protocols or other written policies provided to
Tyler.
III. Third Party Products
1. Third Party Products Warranties.
(a) Tyler is authorized by each Developer to grant access to the Third Party Software.
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(b) The Third Party Hardware will be new and unused, and upon payment in full, City will
receive free and clear title to the Third Party Hardware.
(c) City acknowledges that Tyler is not the manufacturer of the Third Party Products. Tyler
does not warrant or guarantee the performance of the Third Party Products other than as
provided herein. However, Tyler grants and passes through to City any warranty or
indemnification that Tyler may receive from the Developer or supplier of the Third Party
Products.
IV. General Terms and Conditions
1. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit
of City and Tyler. No third party will be deemed a beneficiary of this Exhibit B-1, and no third
party will have the right to make any claim or assert any right under this Exhibit B-1.
2. Cites. City agrees that Tyler may identify City by name in client lists, marketing
presentations, and promotional materials. Any representation of City by Tyler, other than
identifying City by name, may be made only with advance written approval from an authorized
agent of the City.
3. 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, including
the parties. Confidential information is nonpublic information that a reasonable person would
believe to be confidential and includes, without limitation, personal identifying information
(e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each
party agrees that it will not disclose any confidential information of the other party and further
agrees to take all reasonable and appropriate action to prevent such disclosure by its employees
or agents. The confidentiality covenants contained herein will survive the termination or
cancellation of this Agreement. This obligation of confidentiality will not apply to information
that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party.
(d) Notwithstanding the above or any other provision in this Agreement, all obligations
relating to disclosure of shared information remain subject to the Freedom of Information
Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the
"PRA"). The Parties agree that if the City is served with a request for disclosure under the
PRA, or any similar statute, City will notify Tyler of the request and Tyler may timely (so
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the City can meet the requirements of the PRA) inform the City if it believes that any
statutory exemptions apply to the request, and the authority therefor. The City in good
faith shall make the determination as to whether the material is disclosable or exempt under
the statute, and shall resist the disclosure of confidential information which is exempt from
disclosure to the extent allowable under the law. All Parties shall cooperate with one
another to accomplish the objectives of this Agreement to protect confidential information
to the extent allowable under the law.
4. Business License. In the event a local business license is required for Tyler to perform services
hereunder, City will promptly notify Tyler and provide Tyler with the necessary paperwork
and/or contact information so that Tyler may timely obtain such license.
5. Exclusion of Remedies. Any specific relief provided for in this Agreement shall not be an
exclusive remedy. Nothing in this Agreement shall preclude the City or Tyler from exercising
any other rights or remedies available to the City or Tyler under the law.
6. Cancellation. If travel is required, Tyler will use best efforts to schedule travel for its
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if City cancels services less than two (2) weeks in advance (other
than for Force Majeure or breach or other fault by Tyler), City will be liable for all (a)
reasonable non-refundable expenses incurred by Tyler on City's behalf, and (b) daily fees
associated with cancelled professional services if Tyler is unable to reassign its personnel.
Tyler will use its best efforts to reassign personnel in the event City cancels within two (2)
weeks of scheduled commitments. For said reimbursement to be valid, Tyler must provide City
with copies of all original invoices for these nonrefundable expenses and documentation
supporting the claim that personnel was unable to be reassigned.
7. Services Warranty Tyler will perform the services in a professional, workmanlike manner,
consistent with the "the highest professional standards" as defined in Section 1.1 of the
Agreement. In the event Tyler provides services that do not conform to this warranty, Tyler
will re -perform such services at no additional cost to City.
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EXHIBIT "B-2"
SERVICE LEVEL AGREEMENT ("SLA")
This SLA outlines the information technology service levels that Tyler will provide to City
to ensure the availability of the application services that the City has requested Tyler to provide.
All other City support services are documented in the Support Call Process (Exhibit B-3.
I. Definitions
Attainment: The percentage of time a service is available during a billing cycle, with
percentages rounded to the nearest whole number.
City Error Incident: Any service unavailability resulting from a City's applications, content or
equipment, or the acts or omissions of any of City's service users or City's third -party providers
over whom Tyler exercises no control.
Defect: Any bug, error, malfunction, adverse data condition, or other performance interruption
that causes the licensed software to fail to operate in conformance with Tyler's then -current
published specifications, but that does not cause a complete application outage.
Downtime: Those minutes during which the software products set forth in the SaaS Agreement
are not available for any type of City use. Downtime does not include those instances in which
only a Defect is present.
Service Availability: The total number of minutes in a billing cycle that a given service is capable
of receiving, processing, and responding to requests, excluding maintenance windows, City Error
Incidents and Force Majeure.
IL Service Availability
The Service Availability of Tyler's applications is intended to be 24/7/365. Tyler sets Service
Availability goals and measures whether it has met those goals by tracking Attainment.
a. City Responsibilities
Whenever a City experiences Downtime, that City must make a support call according to the
procedures outlined in the Support Call Process Exhibit B-3. The City will receive a support
incident number.
To track attainment, the City must document, in writing, all Downtime that it has experienced
during a billing cycle. The City must deliver such documentation to Tyler within 30 days of a
billing cycle's end.
The documentation the City provides must evidence the Downtime clearly . At minimum the
Downtime report must include: the support incident number(s), if any, and the date, time and
duration of the Downtime(s).
b. Tyler Responsibilities
When Tyler's support team receives a call from City that a Downtime has occurred or is
occurring, Tyler will work with City to identify the cause of the Downtime (including whether
it may be the result of a City Error Incident or Force Majeure). Tyler will also work with City
to resume normal operations.
Upon timely receipt of a City's Downtime report, outlined above in Section II(a), Tyler will
compare that report to Tyler's own outage logs and support tickets to confirm that a Downtime
for which Tyler was responsible indeed occurred.
Tyler will respond to a City's Downtime report within 30 days of receipt. To the extent Tyler
has confirmed Downtime for which Tyler is responsible, Tyler will provide City with the relief
set forth below.
c. City Relief
When a Service Availability goal is not met due to confirmed Downtime, Tyler will provide the
City with relief that corresponds to the percentage amount by which that goal was not achieved,
as set forth in the City Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA will not
exceed 5% of the fee for any one billing cycle. Issuing of such credit does not relieve Tyler of its
obligations under the Agreement to correct the problem which created the service interruption. A
correction may occur in the billing cycle following the service interruption. In that circumstance,
if service levels do not meet the corresponding goal for that later billing cycle, City's credits will
be doubled.
Every billing cycle, Tyler will compare confirmed Downtime to Service Availability. In the
event actual Attainment does not meet the targeted Attainment, the following City relief will
apply:
City Relief Schedule
Targeted Attainment Actual Attainment City Relief
100% 98-99% Remedial action will be taken.
100% 95-97% 4% credit of fee for affected
billing cycle will be posted to
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100% <95% 5% credit of fee for affected
billing cycle will be posted to
next billing cycle
A City may request a report from Tyler that documents the preceding billing cycle's Service
Availability, Downtime, any remedial actions that have been/will be taken, and any credits that
may be issued.
III. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, City Error
Incidents and Force Majeure.
Tyler performs maintenance during limited windows that are historically low -traffic times
according to City. If and when maintenance is predicted to occur during periods of higher traffic,
Tyler will provide advance ten (10) days' notice of those windows and will coordinate to the
greatest extent possible with the City.
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EXHIBIT "13-3"
SUPPORT CALL PROCESS
Tyler Technical Support Department for Munis®
Goal: To provide an effective support mechanism that will ensure timely resolution to calls, resulting in
high-level client satisfaction.
Contact Us
Call Tyler's toll free number (800-772-2260) or log a support request online through the Tyler Client
Portal available at Tyler's Support Web site (www.tylertech.com).
Support Organization
Tyler's Technical Support Department for its ERP/Schools Division (also referred to as "Munis") is
divided into multiple teams: Financials; Payroll/HR/Pension; Tax/Other Revenue and Collections; Utility
Billing and Collections; OS/DBA (Operating System and Database Administration); and TylerForms and
Reporting Services.
These "product -specific" teams allow support staff to focus on a group of products or services. A group of
specialists assigned to each team handle calls quickly and accurately.
Each team consists of a Munis Support Product Manager, Support Analysts, and Technical Support
Specialists. The Support Product Manager is responsible for the day-to-day operations of the team and
ensures we provide exceptional technical support to our clients. The Support Analysts are responsible for
assisting the team with clients' issues, and provide on-going team training. Technical Support Specialists
are responsible for diagnosing and resolving client issues in a timely and courteous manner.
Standard Support Hours
Applications
Hours
Financials
8:00am-9:00pm EST Monday -Friday
Payroll/HR/Pension
8:00am-9:00pm EST Monday -Friday
Tax/Other Revenue & Collections
8:00am-6:00pm EST Monday -Friday
Utility Billing & Collections
8:00am-8:00pm EST Monday -Friday
OS/DBA
8:00am-9:00pm EST Monday -Friday
TylerForms, Reporting Services and TCM
8:00am-9:00pm EST Monday -Friday
Focus on Incoming Rate
When you call Technical Support, your call is answered by a Support Technician, or is transferred into
the Support voice mail. Our goal is to capture 75 percent of our daily incoming calls, which means you
will often start working with a Support Specialist immediately upon calling Tyler.
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Leaving Messages for Support
When leaving a message on the Support voice mail, ensure the following information is contained within
the message:
• your full name (first name, last name) and the site you are calling for/from;
• a phone number where you can be reached;
• the details of the issue or question you have (i.e.: program, • process, error message);
• the priority of the issue (1, 2, 3, or 4); and
• when you will be available for a return call (often Support will call back within an hour of receiving
your message).
Paging
All client questions are important to us. There may be times when you are experiencing a priority 1
critical issue and all technicians for the requested team are on the line assisting clients. In this
circumstance, it is appropriate to press "0" to be redirected to the operator. The operator will page the
team you need to contact. We ask that you reserve this function for those times when Munis is down, or a
mission critical application is down and you are not able to reach a technician immediately.
Online Support
Some questions can be handled effectively by email. Once registered as a user on Tyler's Support Web
site at www.tylertech.com, you can ask questions or report issues to Support through "Customer Tools".
Tyler's Client Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet
connection. All TCP account, incident, and survey data is available in real-time.
Your existing contact information defaults when you add a new Support incident. You will be asked for
required information including Incident Description, Priority, Product Group, and Product Module.
Unlimited work -note text is available for you to describe the question or problem in detail, plus you can
attach files or screenshots that may be helpful to Support.
When a new incident is added, the incident number is presented on the screen, and you will receive an
automated email response that includes the incident number. The new incident is routed to the appropriate
Technical Support Team queue for response. They will review your incident, research the item, and
respond via email according to the priority of the incident.
Customer Relationship Management System
Every call or email from you is logged into our Customer Relationship Management System and given a
unique call number. This system tracks the history of each incident, including the person calling, time of
the call, priority of the call, description of the problem, support recommendations, client feedback, and
resolution. For registered users on Tyler's Support Web site (www.tylertech.com), a list of calls is
available real-time under the Tyler Client Portal (TCP).
Call Numbers
Support's goal is to return clients' calls as soon as possible. Priority 1 calls received before the end of
business will be responded to that day. If you are not available when we call back, we will leave a
message with the open call number on your voice mail or with a person in your office. When you call
back, you can reference this call number so you do not have to re -explain the issue.
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An open call number is also given to you once an initial contact has been made with Support and it has
been determined that the issue can't be resolved during the initial call. The open call number lets you
easily track and reference specific open issues with Support.
Call Response Goals
Support will use all reasonable efforts to address open calls as follows:
Open
Call
Priority
Maximum number of days a
support call is open
Support managers and analysts
review open calls
1
Less than a day
Dail
2
10 Das or less
Every other da
3
30 Days or less
Weekly
4
60 Days or less
Weekly
Call Priorities
A call escalation system is in place where, each day, Support Analysts and Product Support Managers
review open calls in their focus area to monitor progress.
Each call logged is given a priority (1, 2, 3, and 4) according to the client's needs/deadlines. The goal of
this structure is to clearly understand the importance of the issue and assign the priority for closure. The
client is responsible for setting the priority of the call. Tyler Support for Munis tracks responsiveness to
priority 1, 2, and 3 calls each week. This measurement allows us to better evaluate overall client
satisfaction.
Priority I Call issue is critical to the client, the Munis application or process is down.
Priority 2 Call issue is severe, but there is a work around the client can use.
Priority 3 Call — issue is a non -severe support call from the client.
Priority 4 Call issue is non-critical for the client and they would like to work with Support as time
permits.
Following Up on Open Calls
Some issues will not be resolved during the initial call with a Support Technician. If the call remains
open, the technician will give you an open call number to reference, and will confirm the priority of the
incident.
If you want to follow up on an open call, simply call the appropriate Support Team and reference the call
number to the Technician who answers or leave this information in your message. Referencing the open
call number allows anyone in support to quickly follow up on the issue. You can also update the incident
through TCP on Tyler's Web site (www.tylertech.com) and add a note requesting follow-up.
Escalating a Support Call
If the situation to be addressed by your open call has changed and you need to have the call priority
adjusted, please call the appropriate Support Team and ask to be connected to the assigned technician. If
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that technician is unavailable, another technician on the team may be able to assist you, or will transfer
you to the Product Support Team Manager. If you feel you are not receiving the service you need, please
call the appropriate Product Manager and provide them with the open call number for which you need
assistance. The Product Manager will follow up on your open issue and determine the necessary action to
meet your needs.
Technical Support Product Managers:
Financials, Payroll and humin Resources Utility Billing and Revenue
Brian Gilman Peggy Wintle
Support Product Manager — Purchasing Support Product Manager — UtilityBilling
brian.gilmanOtylertech.com (X4436) peggy.wintle0tylertech.com (X4567)
Evan Smith Parker LaChance
Support Product Manager —Budget and general Ledger Support Product Manager — Revenue
evan.smith®tylertech.com (X4621) parker.lachance@tylertech.com (X4257)
Holly LaRou
Support Product Manager— Equipment
holly. larouOtylertech.com (X4482)
Tracy Silva
Support Product Manager — Payroll
tracy.silvaUtylertech.com (X4433)
Ed Haggerty
Support Product Manager— Human Resources
ed.haggerty@tylertech.com (X4464)
Sonja Johnson
Senior Support Product Manager
sonja.johnsonOtylertech.com (X4157)
Steven Jones
Senior Support Product Manager
steven.jones0tylertech.com (X4255)
CJ McCarron
Vice President of Technical Support
cj.mccarron"lertech.com (X4124)
Technology
Installation
Dean Wilber
Installation Manager
dean.wilber0tylertec-h.com (X4730)
OSIDBA Team
Ben King
Senior Support Product Manager
ben.king@tylertech.com (X4867)
TylerForms, Reporting Services & TCM
Michele Brown
Support Product Manager
michele.brown@tylertech.com (X4381)
Patience Stetson
Product Supervisor—Payroll State Reporting
patience.stetsonOtylertech.com (X4165)
Ryan Blair
Development Product Manager
ryan.blair@tylertech.com (X4579)
If you are unable to reach the Product Manager, please call CJ McCarron, Vice President of Technical
Support at 800-772-2260, ext. 4124 (ci.mccarron( ttylertech.com).
Resources
A number of additional resources are available to you to provide a comprehensive and complete support
experience.
Managed Internet Update (MIU): Allows you to download and install critical and high priority
fixes as soon as they become available.
• Release Admin Console: Allows you to monitor and track the availability of all development
activity for a particular release directly from Munis.
• KnowledgeBase: A fully searchable depository of thousands of documents related to Munis
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processing, procedures, release info, helpful hints, etc.
Remote Support Tool
Some Support calls may require further analysis of your database or setup to diagnose a problem or to
assist you with a question. GoToAssist® shares your desktop via the Internet to provide you with virtual
on-site support. The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection
with 128 -bit, end-to-end AES encryption. Support is able to quickly connect to your desktop and view
your site's setup, diagnose problems, or assist you with screen navigation.
At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate
and up-to-date feedback on your Support experiences. We review the survey data in order to continually
improve our Support services.
Email Registration
Clients can go to our Web site and register for email "groups" based on specific Munis applications. We
use these groups to inform clients of issues, and to distribute helpful technical tips and updated technical
documentation. The survey information allows you to update your registration at any time, and you may
unregister for one or more distribution lists at any time.
Tyler Web site
Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to
"Customer Tools" and other information such as online documentation, user forums, group training
schedule/sign-up, and annual user conference updates/registration.
Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support
incidents via the Tyler Client Portal. The frequency of these updates is determined by issue priority.
Priority 1 Incidents —
Daily updates (only if phone contact is not possible)
Priority 2 Incidents —
Weekly Updates
Priority 3 Incidents
Biweekly Updates
Priority 4 Incidents
Biweekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been
completed or when there is pertinent information to share
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. The following rate schedule sets forth the software, products and services provided
by Consultant:
[INSERT INVESTMENT SUMMARY 2-24-161
II. SaaS Fees for year one ($45,231) are invoiced quarterly in advance (quarterly amount is
$11,307.75), beginning on , 2016. Subsequent annual SaaS Fees are
invoiced every three (3) months in advance, beginning on the anniversary of the initial
invoice date.
III.Project Planning Services: Project planning services are invoiced upon delivery of the
Implementation Planning Document.
IV. Data Conversion Services: Fees for Data conversion services are invoiced 50% upon
initial delivery of converted data, by conversion option, and 50% upon Client acceptance
to load converted data into live environment, by conversion option.
V. Implementation and Other Professional Services: Implementation and other
professional services are billed at daily rates (in half-day and full-day increments) and
invoiced as delivered. Notwithstanding the foregoing, fees for the fifty three (53)
Implementation days will be invoiced in accord with this section provided that fifteen
percent (15%) of the fee for each day will be deferred until sixty (60) days following the
earlier of the planned Go -live date for the phase (as mutually agreed in Project Schedule)
or the actual Go -live date.
Invoices: The City will compensate Consultant for the implementation services performed
upon submission of a valid invoice and in accordance with Section 2.4 of the Agreement.
Invoices shall be in a form consistent with Exhibit C-2 or otherwise reasonably acceptable
to the City Finance Director.
VI. Taxes
The fees listed above do not include any taxes, including, without limitation, sales, use,
or excise tax. If City is a tax-exempt entity, City agrees to provide Tyler with a tax-
exempt certificate. Otherwise, Tyler will pay all applicable U.S. taxes to the proper U.S.
authorities and City will reimburse Tyler for such taxes. If City has a valid direct -pay
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permit, City agrees to provide Tyler with a copy. For clarity, Tyler is responsible for
paying Tyler's income taxes arising from Tyler's performance of this Agreement.
VII. Optional Items
Pricing for any listed optional products and services will be valid for twelve (12) months
from the Effective Date.
VIII. Travel Expenses
Travel Policy. Travel expenses will only be reimbursed by City if such expenses are
incurred in accordance with Consultant's Business Travel Policy set forth in Exhibit C-1
and subject to the limitations of Section 2.1 and 2.3 of this Agreement.
IX. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
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EXHIBIT 66C-1"
BUSINESS TRAVEL POLICY SUMMARY
Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct
flight within two hours before or after the requested departure time, assuming that
flight does not add more than three hours to the employee's total trip duration and the
fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or
more (each way) is possible through a connecting flight that is within two hours
before or after the requested departure time and that does not add more than three
hours to the employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make reservations far enough in advance to take full
advantage of discount opportunities. A seven day advance booking requirement is
mandatory. When booking less than seven days in advance, management approval will
be required.
Except in the case of international travel where a segment of continuous air travel is
scheduled to exceed six hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on the trip duration as follows:
• Up to five days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance -Business use of an employee's private automobile will be
reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and
parking. Mileage will be calculated by using the employee's office as the starting and
ending point, in compliance with IRS regulations. Employees who have been
designated a home office should calculate miles from their home.
B. Rental Car
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Employees are authorized to rent cars only in conjunction with air travel when cost,
convenience and the specific situation require their use. When renting a car for Tyler
business, employees should select a "mid-size" or "intermediate" car. "Full" size cars
may be rented when three or more employees are traveling together. Tyler carries
leased vehicle coverage for business car rentals; additional insurance on the rental
agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around
cities or to and from airports when less expensive means of transportation are
unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are
reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the
per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are
measured in days as opposed to hours. Park and fly options located near some airports
may also be used. For extended trips that would result in excessive parking charges,
public transportation to/from the airport should be considered. Tolls will be reimbursed
when receipts are presented.
Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price and
conveniently located in relation to the traveler's work assignment. Typical hotel chains
include Courtyard, Fairfield Inn, Hampton Inn and Holiday Inn Express. If the
employee has a discount rate with a local hotel, the hotel reservation should note that
discount and the employee should confirm the lower rate with the hotel upon arrival.
Employee memberships in travel clubs such as AAA should be noted in their travel
profiles so that the employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply
with the hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not
reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with
the federal per diem rates published by the General Services Administration. Incidental
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expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates range from $46 to $71. A complete listing is available at
www.gsa.gov/perdiem.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and
last day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m.
Return after 7:00* p.m.
Lunch and dinner
Dinner Return Day
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full
day per diem as follows:
• Breakfast
15%
• Lunch
25%
• Dinner
60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are
eligible to claim lunch on an expense report. Employees on same day travel status are
eligible to claim dinner in the event they return home after 7:00* p.m.
*7:00 is defined as direct travel time and does not include time taken to stop for dinner
Entertainment
All entertainment expenses must have a business purpose; a business discussion must
occur either before, after or during the event in order to qualify for reimbursement. The
highest-ranking employee present at the meal must pay for and submit entertainment
expenses. An employee who submits an entertainment expense for a meal or
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participates in a meal submitted by another employee cannot claim a per diem for that
same meal.
6. Internet Access — Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide
free high speed internet access and Tyler employees are encouraged to use such hotels
whenever possible. If an employee's hotel charges for internet access it is reimbursable
up to $10.00 per day. Charges for internet access at airports are not reimbursable.
Effective Date: April 1, 2012
A-121
EXHIBIT 66C-2"
SAMPLE INVOICE
A-122
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Term of Agreement
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect from 2016, until
12021.
11. Go -Live Date
The "Go -Live Date" for all modules is stated in the Statement of Work (Exhibit A-1). On
the "Go -Live Date," each module shall perform as warranted, all City data shall be
converted as provided for in the Statement of Work, and City staff trained (pursuant to the
Statement of Work) to use each module.
III. Project Schedule
City and Tyler shall fully develop a project schedule as described in Section C.1 of Exhibit
A-l,which may be amended from time to time. Such schedule and amendments shall not
be acceptable unless approved by the Contract Officer.
IV. City Assistance
City acknowledges that the project outlined in this Agreement is a cooperative process
requiring the time and resources of City's personnel. City agrees to use all reasonable
efforts to cooperate with and assist Tyler as may be reasonably required to meet the agreed
upon project deadlines and other milestones for implementation. This cooperation includes
at least working with Tyler to schedule the implementation -related services City have
contracted for. Tyler will not be liable for failure to meet any deadlines and milestones
when such failure is due to Force Majeure or to the failure by City's personnel to reasonably
provide such cooperation and assistance (either through action or omission).
V. Extensions for Performance
The Contract Officer may approve requests by Tyler for extensions for performance of the
Services in accordance with Section 3.2 of the Agreement.
A-123
EXHIBIT "E"
DocOrigin END USER LICENSE AGREEMENT
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
A-124
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING
AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT
LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
DocOrigin
SOFTWARE LICENSE
IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement" or "EULA") is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as
"You") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any
associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses
any software updates, add-on components, web services and/or supplements that may be provided to you or made
available to you after the date you obtain the initial copy of the Software to the extent that such items are not
accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms
from your distributor, those terms will take precedence over any conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software, instead, you
should remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
1. LICENSE TERMS
1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or
usage control codes, including serial numbers digitally created and or provided by OF Software Ltd.,
designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants
You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of the
Software from www.docorigin.com on a single machine and use it on a royalty -free basis for no more than
124 days from the date of installation (the "Evaluation Period"). You may use the Software during the
Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a
commercial, production license for the Software. This evaluation license grant will automatically end on
expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. will be under no
obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you
under an evaluation license will have a 'spoiler' or watermark on the output document. Documents
generated by DocOrigin software that has a valid license key file also installed will not have the `spoiler'
produced. You are not permitted to remove the watermark or `spoiler' from documents generated using the
software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of
this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to
your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non-sublicenseable
license to download and install a copy of the Software from www.docorigin.com on a single machine and
A-125
use for development and testing to create collateral deployable to Your production system(s). You are not
entitled to use a development and testing license for live production purposes.
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and
resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement,
OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of
the terms of this Agreement), non-exclusive, non -transferable, worldwide non-sublicenseable license to use
the Software in accordance with the license type purchased by you as set out on your purchase order as
further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with
an approved distributor of the Software, and approved by OF Software, the default license to the Software is
a per -CPU license as described in A. below:
A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is consider one (1) CPU., and
any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on
which the Software is installed shall be deemed to operate the Software unless You configure that
computer (using a reliable and verifiable means of hardware or software .partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer.
B. Per -Document. This is defined as a fee per document based on the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance a batch of invoices for 250 customers may contain 1,000 pages, this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per -Surface. This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF),
each page placed in the file is considered a surface. A document may contain 1 or more surfaces.
For instance a batch of invoices for 250 customers may contain 500 pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for production simultaneously with a production license with which it is paired.
1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the
installation files for the Software solely for backup or archival purposes. Except as expressly provided in this
EULA, you may not otherwise make copies of the Software or the printed materials accompanying the
Software.
1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party
software is: delivered to You Wth the Software, included in the Software download package, or referenced in
any material that is provided with the Software, then such separate license agreement shall govern Your use
of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party
data, third -party software or other third -party content provided with the Software shall be limited to those
rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third -party software are granted to You.
A-126
2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You. You may
not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party
(including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining the written
agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement. You
further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service,
outsourcing service, service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer, decompile, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software
from the DocOrigin website www.docorigin.com. Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to
discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing
terms, release dates, general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that will unlock the more
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that
version of the Software.
4. INTELLECTUAL PROPERTY RIGHTS.
This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd.
or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials,
and any copies of the Software are owned by OF Software Ltd. or its suppliers. All title and intellectual property
rights in and to the content that is not contained in the Software, but may be accessed through use of the
Software, is the property of the respective content owners and may be protected by applicable copyright or other
intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software
contains documentation that is provided only in electronic form, you may print one copy of such electronic
documentation.
5. DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY OF SOFTWARE LTD. HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND
THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN
OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS
AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD.
OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON -INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
A-127
6. LIMITATIONS OF LIABILITY.
6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS
OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF
OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR
SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO
THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY
OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND
REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING
FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS
PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.
6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT
THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
7.2 OF Software Ltd. may terminate this Agreement in the event of any breach by You if such breach has not been
cured within five (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any
amounts paid by You to OF Software Ltd. or its applicable distributor or reseller or affect any obligations You
may have to pay any outstanding amounts owing to OF Software Ltd. or its distributor.
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement.
Within five (5) days of termination or expiration of this Agreement, You shall purge all Software and all copies
thereof from all computer systems and storage devices on which it was stored, and certify such to
OF Software Ltd.
8. GENERAL PROVISIONS
8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of
any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision.
8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect.
8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or
otherwise) without OF Software Ltd.'s prior written consent. OF Software Ltd. may assign this Agreement at any
time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their
respective successors and permitted assigns.
8.4 Governing Law and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No
choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of
the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of
or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or
proceeding.
A-128
8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and
OF Software Ltd. with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments
and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or
otherwise modified by OF Software Ltd. from time to time and the most recent version of the Agreement will be
available on the OF Software website www.d000rigin.com.
Last Updated: [July 18 2013]
A-129
0
•
Quoted By:
••• tyler
Quote Expiration:
• technologies
Quote Name:
$8,200.00
Quote Number:
5
Quote Description
Sales Quotation For
City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275-5351
Phone +1.310.377.0360
SaaS
Financial:
Jennifer Wahlbrink
8/22/2016
City of Rancho Palos Verdes-ERP-Munis
2016-18438
2-24-16
Accounting/GL/BG/AP
5
$8,096.00
$8,096.00
17 @ $1,275.00
$21,675.00
$8,200.00
Cash Management
5
$1,936.00
$1,936.00
2 @ $1,275.00
$2,550.00
$0.00
Fixed Assets
5
$3,098.00
$3,098.00
4 @ $1,275.00
$5,100.00
$3,000.00
Project & Grant Accounting
5
$2,323.00
$2,323.00
3 @ $1,275.00
$3,825.00
$4,000.00
Purchasing
5
$5,034.00
$5,034.00
7 @ $1,275.00
$8,925.00
$1,800.00
Revenue:
Accounts Receivable
5
$2,710.00
$2,710.00
7 @ $1,275.00
$8,925.00
$0.00
General Billing
5
$1,162.00
$1,162.00
3 @ $1,275.00
$3,825.00
$6,180.00
Productivity:
eProcurement
5
$1,936.00
$1,936.00
1 @ $1,275.00
$1,275.00
$0.00
Munis Analytics & Reporting (SaaS)
5
$7,200.00
$7,200.00
5 @ $1,275.00
$6,375.00
$0.00
Tyler Content Manager SE
5
$6,336.00
$6,336.00
4 @ $1,275.00
$5,100.00
$0.00
Tyler Forms Processing
5
$5,400.00
$5,400.00
0 @ $1,275.00
$0.00
$0.00
TOTAL:
$45,231.00
$45,231.00
53
$67,575.00
$23,180.00
2016-18438 - 2-24-16
CONFIDENTIAL
A-130
1 of 7
Other Services
Additional Implementation Days
30
$1,275.00
$0.00
$38,250.00
AP/PR Check Recon Import
1
$1,000.00
$0.00
$1,000.00
AP Positive Pay Export Format
1
$3,000.00
$0.00
$3,000.00
Munis Admin & Security
2
$1,275.00
$0.00
$2,550.00
Project Planning Services
1
$4,000.00
$0.00
$4,000.00
Tyler Forms Library - Financial
1
$1,400.00
$0.00
$1,400.00
Tyler Forms Library - General Billing
1
$1,200.00
$0.00
$1,200.00
Tyler Forms Processing Configuration
1
$1,500.00
$0.00
$1,500.00
VPN Device
1
$4,000.00
$0.00
$4,000.00
TOTAL:
$56,900.00
3rd Party Hardware, Software and Services
Description IMENEW Quantity
Unit Price Unit
Discount Total Price
Unit Maintenance Unit
Maintenance
Total Year Onel
Discount
Tyler Secure Signature System with 2
1 $1,650.00
$0.00 $1,650.00
$0.00
$0.00
$0.00
Keys
3rd Party Hardware Sub -Total:
$0.00 $1,650.00
$0.00
TOTAL:
$1,650.00
$0.00
Summary
One Time Fees
Recurring Fees
Total SaaS
$0.00
$45,231.00
Total Tyler Software
$0.00
$0.00
Total Tyler Services
$147,655.00
$0.00
Total 3rd Party Hardware, Software and
$1,650.00
$0.00
Services
Summary Total
$149,305.00
$45,231.00
Contract Total
$375,460.00
(Excluding Estimated Travel Expenses)
Estimated Travel Expenses
$45,000.00
2016-18438 - 2-24-16
CONFIDENTIAL
2 of 7
A-131
Detailed Breakdown of Conversions (included in Contract Total)
Accounting Opt 1 -Actuals
$1,000.00
$0.00
$1,000.00
Accounting Opt 2 - Budgets
$1,000.00
$0.00
$1,000.00
Accounting Standard COA
$2,000.00
$0.00
$2,000.00
Accounts Payable Opt 1 - Checks
$1,200.00
$0.00
$1,200.00
Accounts Payable Opt 2 - Invoice
$1,800.00
$0.00
$1,800.00
Accounts Payable Standard Master
$1,200.00
$0.00
$1,200.00
Fixed Assets Opt 1 - History
$1,000.00
$0.00
$1,000.00
Fixed Assets Std Master
$2,000.00
$0.00
$2,000.00
General Billing Opt 1 - Recurring Invoices
$1,680.00
$0.00
$1,680.00
General Billing Opt 2 - Bills
$3,500.00
$0.00
$3,500.00
General Billing Std CID
$1,000.00
$0.00
$1,000.00
Project Grant Accounting Opt 1 - Actuals
$1,000.00
$0.00
$1,000.00
Project Grant Accounting Opt 2 - Budgets
$1,000.00
$0.00
$1,000.00
Project Grant Accounting Standard
$2,000.00
$0.00
$2,000.00
Purchasing - Purchase Orders - Standard
$1,800.00
$0.00
$1,800.00
TOTAL:
$23,180.00
2016-18438 - 2-24-16 CONFIDENTIAL 3 of 7
A-132
Optional SaaS
Financial:
Bid Management
BMI Asset Track Interface
BMI CollectlT Interface
Inventory
Performance Based Budgeting
Work Orders, Fleet & Facilities Management
Payroll/HR:
Applicant Tracking
HR Management
Payroll WESS
Revenue:
Tyler Cashiering
Productivity:
Citizen Self Service
Other:
CAFR Statement Builder
Optional Other Services
Tyler Forms Library - Payroll
2016-18438 - 2-24-16
5
$1,549.00
$1,549.00
2
$2,550.00
$0.00
5
$1,549.00
$1,549.00
2
$2,550.00
$0.00
5
$1,549.00
$1,549.00
2
$2,550.00
$0.00
5
$3,098.00
$3,098.00
4
$5,100.00
$3,240.00
5
$3,520.00
$3,520.00
8
$10,200.00
$0.00
5
$3,872.00
$3,872.00
11
$14,025.00
$8,000.00
5
$1,936.00
$1,936.00
2
$2,550.00
$0.00
5
$5,421.00
$5,421.00
5
$6,375.00
$0.00
5
$11,334.00
$11,334.00
13
$16,575.00
$0.00
5
$4,224.00
$4,224.00
4
$5,100.00
$0.00
5
$2,710.00
$2,710.00
1
$1,275.00
$0.00
5
$5,720.00
$5,720.00
3
$3,825.00
$0.00
TOTAL:
$46,482.00
$46,482.00
57
$72,675.00
$11,240.00
1 $1,200.00 $0.00 $1,200.00
TOTAL: $1,200.00
CONFIDENTIAL
4 of 7
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Optional Conversion Details (Prices Reflected Above)
Inventory Opt 1 - Commodity Codes
Inventory Std Master
Work Order Opt 1 - Work Order Asset
Work Order Opt 2 - Closed Work Order History No Cost Data
Work Order Opt 3 - Work Order History With Cost Data
TOTAL:
Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held
for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval:
Print Name:
All primary values quoted in US Dollars
2016-18438 - 2-24-16
Date:
P.O. #:
CONFIDENTIAL
$840.00
$0.00
$840.00
$2,400.00
$0.00
$2,400.00
$2,000.00
$0.00
$2,000.00
$3,000.00
$0.00
$3,000.00
$3,000.00
$0.00
$3,000.00
$11,240.00
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5 of 7
Comments
Tyler recommends the use of a 128 -bit SSL Security Certificate for any Internet Web Applications, such as the MUNIS Web Client and the MUNIS Self Service applications if
hosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendors
who sell SSL Certificates, with all ranges of prices.
Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then -current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and
remitting.
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 cancelled services if Tyler is unable to re -assign its personnel.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a
class is needed, Tyler will either provide additional days at then -current rates for training or Tyler will utilize a Train -the -Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler
applications only. If Client wishes to use Tyler Content Manager software with non -Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise
Edition.
Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Munis form template. Any forms in
addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use
of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers.
General Billing library includes: 1 invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt.
Programming for check reconciliation import and positive pay export assumes one bank format each. Multiple bank formats are extra.
Includes digitizing two signatures, additional charges will apply for additional signatures.
Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.
Tyler Forms Payroll Core library includes: I PR check, 1 direct deposit, 1 vendor from payroll check, I vendor from payroll direct deposit, W2, W2c, 1099 R, ACA 1095B and
ACA 1095C.
Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted, Tyler reserves the
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right to adjust prices accordingly.
TCM SE includes up to 50GB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $1,000 per 100GB with a total cap of storage at
750GB.
Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 10995, and 1099G.
The MUNIS Accounts Payable module utilizes a label printer for batch -scanned document indexing. This printer is to be provided by the client and must support multi -page
Adobe PDF files, such as the Brother QL-700.
The SaaS fees are based on 16 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re -negotiate the SaaS fees based upon any
resulting changes in the pricing categories.
The Tyler Software Product Tyler Forms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks.
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