HomeMy WebLinkAbout2014-09-09; City Council; 21727; Approve Agreements with Tyler Technologies for Integrated Community Development System for Modernizing, Enhancing Land Management, Licensing ProcessesCITY OF CARLSBAD - AGENDA BILL
APPROVE AGREEMENTS WITH TYLER
TECHNOLOGIES, INC. FOR PROFESSIONAL
SERVICES AND PRODUa AND SERVICE
MAINTENANCE ASSOCIATED WITH AN
INTEGRATED COMMUNITY DEVELOPMENT
SYSTEM FOR THE PURPOSE OF
MODERNIZING AND ENHANCING LAND
MANAGEMENT AND LICENSING PROCESSES
DEPT.DIRECTOR
CITY ATTY.
CITY MGR.
RECOMMENDED ACTION:
That City Council adopt Resolution No. 2014-2Uapproving a professional services agreement and a
software product and service maintenance agreement with Tyler Technologies, Inc. for a map-based
integrated community development system that will modernize and enhance the land management and
licensing processes for an initial investment of $1,061,740 of which the professional services to
implement the system is an amount not to exceed $539,850, and the initial software licensing product
cost is $521,890.
ITEM EXPLANATION:
On August 26, 2014, staff made a presentation to council requesting approval ofthe contracts with Tyler
Technologies, Inc. to implement the integrated community development system. At that time, council
requested additional information regarding the service and maintenance agreement terms. Staff is
prepared to answer any questions.
Since 1991, the City ofCarlsbad has used Permits Plus software system to electronically record permit
and inspection activities. In 1999 the City ofCarlsbad implemented an on-line. Web-based business
license system. Both systems are nearing end-of-life and must either be upgraded or replaced. After
extensive research staff recommends that the City purchase a new planning, permitting and licensing
system.
City Council set a strategic goal to upgrade the city's permitting system in 2012. After extensive research
on permitting systems in the marketplace, a Request for Proposals was released in October 2013. Six
proposals were received and the top three vendors gave demonstrations to city staff in January 2014.
Each vendor presented for two days to a diverse group of city staff including end users, subject matter
experts (SMEs) and the core project team. After all three demonstrations, the preferred vendor among
all those present at the demonstrations was Tyler Technologies' EnerGov product.
The EnerGov product provides a turnkey software solution that is web based. The software also provides
for an online public access system for the issuance of permits, inspection scheduling, status inquiries, and
for general research bythe public. The solution will also support business license coordination and fully
interface with the City's GIS system. A mobile workforce platform will allow staff to enter information
directly from the field. Tyler Technologies' EnerGov product will help the city leverage technology to
streamline its internal processes and will provide a higher level of services to the community online.
DEPARTMENT CONTACT: IVIike Peterson760-602-2721 mike.peterson@carlsbaclca.gov
FOR CLERK USE.
COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC •
DENIED • CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
EnerGov Solutions offers many advantages over the current systems such as:
• Web-based interaction between Carlsbad and its customers/ residents
• Online permit, license, inspection, and citizen action request services
• Flexible work flow capabilities
• Integration with the city's GIS software
• Integrated credit card processing
FISCAL IMPACT:
In 2013, the Integrated Community Development System was the top scoring technology project in the
city's project prioritization process and was allocated $750,000 in innovation funds prior to the RFP being
released. Upon selection of Tyler Technologies as the preferred vendor and negotiation of a scope of
services, more accurate costs were obtained forthe software implementation, professional services, and
maintenance fees. Additional innovation funds were allocated to fund the project in May 2014.
The total initial investment forthe Integrated Community Development System is $1,238,088. The
breakdown ofthis total is as follows:
• Professional services for software implementation: $539,850
• Initial software licensing purchase (one time): $521,890
• Estimated hardware expense $ 60,000
• Project Contingency of 20% $116,348
The project is absorbing three different applications into one new application creating a software
maintenance offset of $70,112 per year. The annual maintenance agreement is for a term of five years
and allows for a fixed five percent increase each year for the term of the agreement. Due to the fact that
the first year will focus on implementing the software system, Tyler Technologies is waiving Year 1
maintenance. The maintenance cost is funded through the annual budget process. The IT Department
will charge individual departments annually based on the number of licenses.
The maintenance cost per year breaks down as follows
Period Annual Cost Offset Offset Savings
Year 1 Maintenance 93,490 Waived 0
Year 2 Maintenance 98,637 70,112 28,525
Year 3 Maintenance 103,569 70,112 33,457
Year 4 Maintenance 108,747 70,112 38,635
Years Maintenance 114,185 70,112 44,073
Pending satisfaction with the software, maintenance and services provided by Tyler Technologies, Inc. at
the end ofthe five-year product and service maintenance agreement the city will renegotiate
maintenance costs for up to another five-year period.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the
meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or
a reasonably foreseeable indirect physical change in the environment, and therefore does, not require
environmental review.
EXHIBITS:
Exhibit 1
Exhibit 2
Exhibit 3
Resolution No. 2014-214
Professional Services Agreement with Tyler Technologies, Inc.
Product and Service Maintenance Agreement with Tyler Technologies, Inc.
EXHIBIT 1
1 RESOLUTION NO. 2014-214
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
^ CALIFORNIA, APPROVING AGREEMENTS WITH TYLER
TECHNOLOGIES, INC. FOR PROFESSIONAL SERVICES AND
4 PRODUCT AND SERVICE MAINTENANCE ASSOCIATED WITH AN
INTEGRATED COMMUNITY DEVELOPMENT SYSTEM FOR THE
5 PURPOSE OF MODERNIZING AND ENHANCING LAND
MANAGEMENT AND LICENSING PROCESSES.
6
7 WHEREAS, the City Council has designated updating the 15-year-old existing
8 permitting system as a strategic goal; and
WHEREAS, the city recognizes that an integrated community development
system offers the opportunity to: deliver enhanced development services, streamline business
processes, improve the business license and code compliance programs, and leverage
meaningful data to assist in future decision-making for the city; and
14 WHEREAS, a request for proposals for professional services was issued on
15 October 4, 2013 and a total of six (6) proposals were received; and
WHEREAS, the city requested the top three scoring vendors to each provide a
17
two-day demonstration to city staff including the core project team, subject matter experts,
18
and staff end-users of the system; and
19
2Q WHEREAS, all three staff groups rated Tyler Technologies, Inc. and their EnerGov
21 software as the top vendor because ofthe system's responsiveness to the city's requirements,
22 its sophistication and flexibility, the visual data reporting capabilities ofthe system, and staff's
preference to work with the vendor's implementation approach and experienced project
management team.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
9
10
11
12
13
23
24
25
26
2-j California, as follows that:
28
10
11
12
13
16
17
18
19
20
23
24
25
26
27
28
2. That the professional services agreement with Tyler Technologies, Inc. is hereby
approved for an amount not to exceed $459,850.
3. That the product and software maintenance agreement with Tyler Technologies,
1 1. The above recitations are true and correct.
2
3
4
5
^ Inc. is hereby approved for an initial software product investment of $521,890 and ongoing
7 maintenance costs as outlined in the agreement.
8 4. That the Mayor is hereby authorized and directed to execute the professional
9
services agreement and the product and software maintenance agreement with Tyler
Technologies, Inc. for said professional services, software product and maintenance.
///
/// 14 ///
15 ///
///
///
///
///
21 ///
22 ///
///
///
///
///
\
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 9th day of September 2014, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Packard, Wood, Schumacher, Blackburn.
None.
ABSENT: None.
MATT HALL, Mayor
ATTEST:
jucy''-^' i/ (-^
^^^^ARA ENGLESON, dty Clerk
AGREEMENT FOR SOFTWARE IMPLEMENTATION
PROFESSIONAL SERVICES
TYLER TECHNOLOGIES, INC.
THIS AGREEMENT is made and entered into as ofthe day of August,
2014 (the "Effective Date"), by and between the CITY OF CARLSBAD, a municipal corporation,
("City"), and Tyler Technologies, Inc., a Delaware corporation, ("Contractor").
RECITALS
A. City requires the professional services of a software vendor that is experienced in
the implementation of the Licensed Software.
B. Contractor has the necessary experience in providing professional services and
advice related to the Licensed Software and its implementation.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work and provide such products.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are identified and itemized in the Investment Summary, attached at Exhibit A,
which is incorporated by this reference in accordance with this Agreement's terms and
conditions. The Services shall be performed in accordance with the parties' Statement of Work,
attached at Exhibit B.
2. STANDARD OF PERFORMANCE
Contractor warrants that it will perform the Services in a professional, workmanlike manner,
consistent with industry standards. In the event Contractor provides Services that do not
conform to this warranty, Contractor will reperform the Services at no additional cost to the City.
3. TERM
The term of this Agreement will be effective for a period of two (2) years from the Effective Date.
The parties may amend the Agreement to extend it for two (2) additional one-year periods, or
parts thereof, which extensions shall be in a not-to-exceed amount mutually agreed to by the
parties per Agreement year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will
prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. TIME OF PERFORMANCE
Contractor will perform the Services consistent with the timeframes and processes set forth in
the Statement of Work, including the shared service expectation set forth therein.
trXliiBn
5. COMPENSATION
The total fee payable for the Services shall not exceed three hundred ninety five thousand two
hundred fifty dollars ($395,250), except as mutually agreed to by the parties and documented in
subsequent amendments to this Agreement. Payment for professional Services is payable in
lump-sum amounts pursuant to achieved milestones, as detailed in the attached Exhibit C.
Payment for Licensed Software modifications is payable as follows: 50% upon delivery of
specifications and 50% upon delivery and acceptance of the applicable modification. Payment
is due within thirty (30) days of invoice unless disputed as set forth in Section 13.
Services utilized in excess of those set forth in the Investment Summary and additional related
services not set forth in the Investment Summary will be billed at the rates set forth in Exhibit A
if purchased within twenty-four (24) months of the Effective Date, and thereafter at Tyler's then-
current rates.
Except in the event of Force Majeure, as set forth below in Section 14, in the event City cancels
services less than two (2) weeks in advance. City is liable to Tyler for (i) all non-refundable
expenses incurred by Tyler on City's behalf; and (ii) daily fees associated with the canceled
services if Tyler is unable to reassign its personnel. Tyler shall use reasonable efforts to
reassign its personnel and shall provide, on City's request, details of Tyler's efforts to re-assign
personnel.
Travel expenses shall not exceed sixty four thousand six hundred dollars ($64,600), except as
otherwise agreed by the parties. City has reserved a contingency fund, in the amount of eighty
thousand dollars ($80,000), for unpredictable changes in the project. Use of contingency
funding is meant to reduce project risk and will be carefully managed as a safeguard for project
completion. Combined fees for Services ($395,250), project contingency ($80,000) and
estimated travel expenses ($64,600) shall not exceed five hundred thirty-nine thousand eight
hundred and fifty dollars ($539,850). Travel expenses shall be billed monthly, as incurred in
accordance with the then-current Tyler Business Travel Policy. Tyler's current Business Travel
Policy is outlined in attached Exhibit D. Contractor agrees receipts are required for all non-per
diem reimbursable expenses such as transportation, lodging and incidental costs exceeding five
($5) dollars, and the City shall not reimburse the cost of alcoholic beverages.
The fees set forth in the Investment Summary do not include any taxes, including, without
limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler to the proper
authorities and shall be reimbursed by City to Tyler. In the event City possesses a valid direct-
pay permit. City will forward such permit to Tyler on the Effective Date. In such event. City will
be responsible for remitting all applicable taxes to the proper authorities. If tax-exempt. City will
provide Tyler with city's tax-exempt certificate.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide the Services will not be considered
employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City if
Contractor does not pay directly, within thirty (30) days of Contractor's receipt of notice that it
owes any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment, which City may then be required to make on
behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under
this Agreement. If Contractor fails to make that payment, the City may, at its election, deduct the
indemnification amount from any balance owing to Contractor
7. SUBCONTRACTING
Contractor shall not subcontract any portion of the Services without prior written approval of
City, which approval shall not be unreasonably withheld. If Contractor subcontracts any of the
Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's
subcontractor and of the persons either directly or indirectly employed by the subcontractor, as
Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing
contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor
will bind every subcontractor and every subcontractor of a subcontractor by the terms of this
Agreement applicable to Contractor's work unless specifically noted to the contrary in the
subcontract and approved in writing by City.
8. OTHER CONTRACTORS
Except as set forth in Section 7, only Contractor will be allowed to perform the Services
identified in Exhibit A and described in Exhibit B.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses, including
reasonable attorney's fees arising out of the performance of the Services described herein
directly caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts
any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
Contractor shall indemnify and hold harmless the City and its officers, officials, employees and
volunteers from and against claims of intellectual property infringement in accordance with the
terms set forth in the PSM Agreement, as defined in Section 28.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the Services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key rating of not less than "A-: VH". OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coverage's and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate.
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the Services under
this Agreement, or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liability. (If the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance to City. Upon execution. Contractor
will furnish Additional Insured endorsements.
10.4 Failure to Maintain Coverage. This insurance will be in force during the life of the
Agreement and any extensions of it and will not be canceled without thirty (30) days prior written
notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. If
Contractor fails to maintain any of these insurance coverages, then City will have the option to
declare Contractor in breach.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Cadsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records directly relating to this Agreement. All
records will be clearly identifiable as relating to the Services to be provided under this
Agreement. Once per year, on advance written notice and at City's expense. Contractor will
allow a representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this Agreement.
Contractor will allow inspection of all work, data, documents, proceedings, and activities related
to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
13. INVOICE DISPUTES
In the event City believes the Services do not conform to warranties set forth in this Agreement
or do not materially comply with the Statement of Work, City will provide written notice to
Contractor within fifteen (15) calendar days of receipt of the applicable invoice. City is allowed
an additional fifteen (15) calendar days to provide written clarification and details. Contractor
will provide a written response to City that will include either a justification ofthe invoice or an
adjustment to the invoice. Contractor and City will develop a plan to outline the reasonable
steps to be taken by Contractor and City to resolve any issues presented in City's notice to
Contractor. City may only withhold payment ofthe amount actually in dispute until Contractor
completes its action items outlined in the plan. Notwithstanding the foregoing, if Contractor is
unable to complete its actions outlined in the plan because City has not completed its action
items outlined in the plan. City will remit full payment ofthe disputed portion ofthe invoice. Any
invoice not disputed as described above will be deemed accepted by City. Contractor reserves
the right to suspend delivery of all services in the event City fails to pay an invoice not disputed
as described above within sixty (60) calendar days of receipt of invoice.
14. FORCE MAJEURE; CITY ASSISTANCE
"Force Majeure" is defined as an event beyond the reasonable control of a party, including
governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints
affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any
other cause which could not with reasonable diligence be foreseen, controlled or prevented by
the party. Neither party shall be liable for delays in performing its obligations under this
Agreement to the extent that the delay is caused by Force Majeure.
Force Majeure will not be allowed unless:
a) Within ten (10) business days ofthe occurrence of Force Majeure, the party whose
performance is delayed thereby provides the other party or parties with written notice explaining
the cause and extent thereof, as well as a request for a time extension equal to the estimated
duration of the Force Majeure events.
b) Within ten (10) business days afterthe cessation ofthe Force Majeure event, the party
whose performance was delayed provides the other party written notice ofthe time at which
Force Majeure ceased and a complete explanation of all pertinent events pertaining to the entire
Force Majeure situation.
Either party will have the right to terminate this Agreement if Force Majeure suspends
performance of scheduled tasks by one or more parties for a period of one hundred-twenty
(120) or more days from the scheduled date of the task. This paragraph will not relieve City of
its responsibility to pay for services and goods provided to City and expenses incurred on behalf
of City prior to the effective date of termination.
In addition. City acknowledges that the implementation of the Licensed Software is a
cooperative process requiring the time and resources of City personnel. City shall, and shall
cause City personnel to, use all reasonable efforts to cooperate with and assist Contractor as
may be reasonably required to meet the project deadlines and other milestones agreed to by
the parties for implementation. Contractor shall not be liable for failure to meet such deadlines
and milestones when such failure is due to Force Majeure (as defined above) or to the failure by
City personnel to provide such cooperation and assistance (either through action or omission).
15. INTELLECTUAL PROPERTY WARRANTY AND INDEMNIFICATION
Contractor represents and warrants that any materials or deliverables that are comprised within
the Services are either original, not encumbered and/or do not infringe upon the copyright,
trademark, patent or other intellectual property rights of any third party, or are in the public
domain.
17. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Glen Van Peski Name Brett Cate
Title Director Title President, Local Government Division
Community & Economic
Department Development Address 5519 53^'' Street
City of Cadsbad Lubbock, TX 79414
Address 1635 Faraday Ave. Phone No. (806) 791-8200
Cadsbad, CA 92008 Email Brett.Cate@TylerTech.com
Phone No. 760-602-2783
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
All notices or communications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
a. Actually received,
b. Upon receipt by sender of a certified mail, return receipt signed by an
employee or agent ofthe party,
c. Upon receipt by sender of proof of email delivery, or
d. If not actually received, ten (10) days after deposit with the United
States Postal Service authorized mail center with proper postage
(certified mail, return receipt requested) affixed and addressed to the
respective other party at the address set forth in this Agreement or such
other address as the party may have designated by notice or Agreement
amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by
the intended receiving party of a new address will be borne by the intended receiving party.
18. CONFLICT OF INTEREST
In the event Contractor maintains a corporate office in the City, and upon City's request.
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Cadsbad Conflict of Interest Code and the California Conflict of
Interest provisions at Section 18700 et seq. of the California Code of Regulations. The
Contractor shall report investments or interests in all four categories.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of
Contractor's Services with all applicable laws, ordinances and regulations.
Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
20. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discnmination and harassment.
21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will
be used to resolve any questions of fact or interpretation not othenwise settled by agreement
between the parties (a "Dispute"). Representatives of Contractor or City will reduce such
Dispute to writing. A copy of such Dispute will be forwarded to the non-disputing party, along
with recommended methods of resolution. The representative receiving the Dispute letter will
reply to the letter within ten (10) business days, which reply will include acceptance of, or
proposed alternatives to, the recommended method(s) of resolution. Once the parties agree to a
resolution plan, that plan shall be executed in a timely, commercially reasonable fashion. Ifthe
Dispute fails to resolve to the reasonable satisfaction of the disputing party, then the disputing
party may protect its rights and pursue its remedies in a court of competent jurisdiction, as set
forth in Section 25. Nothing herein shall prevent either party from seeking injunctive or
equitable relief pending the dispute resolution procedure.
22. TERMINATION
Termination for Cause. In the event of the Contractor's failure to prosecute, deliver, or perform
the Services according to the terms of this Agreement, City may terminate this Agreement for
nonperformance in the event Tyler does not cure that nonperformance within at least thirty (30)
days notice from the City of the alleged nonperformance, which notice shall be delivered to
Contractor by certified mail. Contractor has five (5) business days from the effective date of
termination to mail any documents City provided Contractor in connection with the Services.
Upon such termination. City shall pay Contractor for all undisputed Services delivered and
expenses incurred through the effective date of termination. Payment for disputed Services
shall be determined according to the Dispute Resolution process set forth above.
Termination for Convenience. Either party, upon tendering thirty (30) days written notice to the
other party, may terminate this Agreement for convenience. Contractor has five (5) business
days from the effective date of termination to mail any documents City provided Contractor in
connection with the Services. Upon such termination. City shall pay Contractor for all Services
delivered through the effective date of termination. The City shall not be entitled to a refund or
offset of previously paid fees.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty. City will have the right to annul this Agreement without liability, or, in
its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee.
24. CLAIMS AND LAWSUITS
Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud
and Contractor may be subject to criminal prosecution. Contractor acknowledges that California
Government Code sections 12650 et seq., the False Claims Act, applies to this Agreement, and
provides for civil penalties where a person knowingly submits a false claim to a public entity.
These provisions include false claims made with deliberate ignorance of the false information or
in reckless disregard of the truth or falsity of information. If City seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including reasonable
attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor
to an administrative debarment proceeding as the result of which Contractor may be prevented
to act as a Contractor on any public work or improvement for a period of up to five (5) years.
Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
25. GOVERNING LAW, JURISDICTION AND VENUE
This Agreement will be governed by and construed in accordance with the laws of California,
without regards to its rules on conflicts of law. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be
tried in a court of competent jurisdiction in the County of San Diego, State of California, and the
parties waive all provisions of law providing for a change of venue in these proceedings to any
other county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors.
25. ENTIRE AGREEMENT
This Agreement, including the exhibits thereto, embodies the entire Agreement and
understanding between the parties relating to the Services descnbed herein. Neither this
Agreement nor any of its provisions may be amended, modified, waived or discharged except in
a writing signed by both parties.
26. LIMITATION OF LIABILITY
In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary
damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, or failure to realize savings arising out of or in connection with
the provision or quality of the Services. Tyler's liability for damages and expenses arising out of
this Agreement, whether based on a theory of contract or tort, including negligence and strict
liability, will be limited to the Services fees set forth in the Investment Summary (Exhibit A) and
paid by Client. Such fees reflect and are set in reliance upon this limitation of liability.
27. DISCLAIMER
THE RIGHTS, REMEDIES AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES AND WARRANTIES
EXPRESSED, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
SYSTEM INTEGRATION, WHICH ARE HEREBY DISCLAIMED BY CONTRACTOR.
28. CONFIDENTIALITY
Both parties recognize that their respective employees and agents, in the course of
performance ofthis Agreement, may be exposed to confidential information, and that disclosure
of such information could violate the privacy rights of individuals and entities. Each party agrees
that it shall not disclose any confidential information of the other party, and further agrees to
take appropriate action to prevent such disclosure by its employees or agents. The
confidentiality covenants contained herein will survive the termination or cancellation ofthis
Agreement for a period of two (2) years. This obligation of confidentiality will not apply to
information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part ofthe public domain by publication or othenwise,
except by breach ofthis Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to Freedom of Information Act requests or similar requests under California
law, only to the extent disclosure is based on the good faith written opinion of the
receiving party's legal counsel that disclosure is required by law: provided, however,
that that receiving party shall give prompt notice of the service of process or other
documentation that undedies such requirement and use its best efforts to assist the
disclosing party if the disclosing party wishes to obtain a protective order or othenwise
protect the confidentiality of such confidential information. The disclosing party reserves
the right to obtain protective order or othenwise protect the confidentiality of its
confidential information.
29. MISCELLANEOUS
• This Agreement is entered into solely for the benefit of Contractor and City. No third
party will be deemed a beneficiary of this Agreement, and no third party will have the
right to make any claim or assert any nght under this Agreement.
• Neither party may assign its rights or obligations arising out of this Agreement without
the other party's prior written consent, except that Contractor may assign this Agreement
to one of its affiliates or in connection with any sale or security interest involving all or
substantially all of its assets or any other transaction in which more than fifty percent of
its voting securities are transferred. Contractor must provide notice of any such
assignment to the City as soon as legally permissible.
• If any term or provision of this Agreement or the application thereof, to any extent, be
held invalid or unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable will not be affected thereby, and each term and provision of this
Agreement will be valid and enforced to the fullest extent permitted by law.
• In the event that the terms and conditions of this Agreement are not strictly enforced by
Contractor or City, such non-enforcement shall not act as or be deemed to act as a
waiver or modification of this Agreement, nor shall such non-enforcement prevent
Contractor or City from enforcing each and every term of this Agreement thereafter.
• This Agreement must be executed with wet, notarized signatures, which may be
provided on multiple originals, any of which shall be independently treated as an original
document. Any electronic, faxed, scanned, photocopied or similariy reproduced
signature on any amendment hereto shall be deemed an original signature and shall be
fully enforceable as if an original signature.
• City consents to use of City's name in client lists; however, for all marketing
presentations and promotional materials. City may consent to such use of City's name
so long as Contractor provides the marketing/promotional materials to City for review
and approval. Such approvals shall not be unreasonably withheld. Notwithstanding the
foregoing, no specific details about the project shall be revealed.
• City and Contractor have entered into a related Product and Service Maintenance
Agreement (the "PSM Agreement"), that provides for, among other deliverables.
Contractor's license to City of Licensed Software, as defined in that PSM Agreement. To
the extent there is a conflict between this Agreement and the PSM Agreement, this
Agreement shall control.
30. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it each represent
and warrant that they have the legal power, right and actual authority to bind their respective
party to the terms and conditions ofthis Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(sign here)
By
(print name/title)
(sign here) (sigii here)
.J^tu^ ^o,/is^^ /^.^*i/ir<, ^'^^ ^'^'^'^
(print name/title)
By:
Mayor
ATTEST:
BARBAFIA ENGLES
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWE^i^e^Attorney
. As^tant City Attorney
Exhibit A
Investment Summary
EnerGov License Purchase Qty
Licenses Cost / Rate
Total Cost Annual
Maintenance *Based on Named User Licenses
Permitting & Land Mgmt Suite (PLM):
Permitting, Planning, Land Use and Enforcement Processes
134 S 2,433 S 326,022 S 58,684
(Minimum of 10 licenses)
0-19 Licenses =$2,999/user
20-49 Licenses =$2,749 / user plus $56,981
50-99 Licenses =$2,499 / user plus $139,451
100+Licenses =$2,249 / user plus $264,401
Unlimited Site License (enter "unl") = S699,999
Includesa 5%discount
Licensing & Regulatory Mgmt Suite (LRM):
Business, Trade, Rental, Tax Licensing & Enforcement
Processes
Based on
Agency
Revenues /
num
licenses
{inmillions Sl
2.0
$ 75,000 $ 13,500
Revenue based Operation- Based on Agency Operating
Revenues / Licensing Revenues or site license whichever is
greater (not to exceed S699k).
Includes a 25% discount
Framework Enabling Extensions Cost/Unit s Based on Server/Product License
Electronic Plans Review Includes e PI an/Doc mgmt and external submission portal -
Based on Population
* Adobe Acrobat X Pro licenses not included.
Provided with Permitting and Land Management Suite
EnerGov eReviews 1 S 29,999 Included s
Includes e PI an/Doc mgmt and external submission portal -
Based on Population
* Adobe Acrobat X Pro licenses not included.
Provided with Permitting and Land Management Suite
GIS Integration
EnerGov GIS uni S 500 $ 33,250 S 5,985 Includesa 5% discount
Credit Card Processing
VirtualPay 1 N/A Included VirtualGov Payment System - Included with EnerGov's
Enterprise Serverfor Credit Card Processing
Server-Side Plugins/ Additional Extensions
Intelligent Automation Agent (lAA) 1 S 12,349 $ 12,349 $ 2,223
Server-side plugin for post processingand proactive event
handling automation.
Includes a 5% discount
Social 10 Extension 0 S 4,999 s S Server-side plugin for ena be ling Social Media Integration
|Facebook/Twitter)and built-in Esri mapviews
EnerGov Odata 1 $ 4,999 Included $ Open Data Service
Provided with Permitting and Land Management Suite
Citizen Connected Products Cost / Unit *Based on Product License / Agency Population
Citizen Access / Online Portals
Pojjulation = ' 1 * Server License
<lD0kpop-S24 999
EnerGov Citizen Access Web Portal - Permitting & Land M| 1 S 22,800 S 22,800 S 4,104 >100kpop = $39,999
Includesa 5% discount/39.5% discount on Lisc and Reg Mgt EnerGov Citizen Access Web Portal - Licensi ng & Reg Mgn-1 S 14,500 $ 14,500 S 2,610
>100kpop = $39,999
Includesa 5% discount/39.5% discount on Lisc and Reg Mgt
EnerGov's Decision Engine 1 $ 9,499 S 9,499 S 1,710 *must purchase CAP
Includes a 5% discount
Online Payments
MyGovPay 1 N/A Included VirtualGov Payment System - Included with EnerGov Citizen
Access for Online Payments
Automated Telephony Allows constituents to download a City/County-branded
EnerGov IVR 0 S 35,999 s S Software price & Minute plan included
Mobile / Field Solutions Cost / Unit 1
IG Workforce Apps 30 S 949.00 S 28,470 S 5,125
Unlimited Access to iG Apps
•users must be a named license user of EnerGov platform
Includesa 5% discount
Grand Total - Software one time $ 521,890 S 93,940
Professional Services
Professional Implementation Services
Onsite Training & Production Support Services
Rates Subtotal
$ 249,000
S 55,000
Project Mgmt, Consultingand Analyst Implementation
services resources -to be billed based on deliverables
Onsite Training Services billed based on deliverables
Report Development Services $ 20,000 Report Development Hours - billed based on deliverables
Data Conversion / Integrations 42,000 Report Development Hours -billed based on deliverables
Travel Expenses (Weekly Onsite Trips) 38 trips 64,600
Not-to-Exceed, except as otherwise agreed bythe parties.
Billed monthly as incurred under Tyler's then-current
Business Travel Policy
Software Modification 1 10 $250 S 2,500 N/A F-021-LimitonCreditCard Payments
Software Modification 2 10 S250 $ 2,500 N/A F-022 - Ability to include a pay by check-by fees calc
Software Modification 3 2 S250 S 500 N/A 1-013 - Provide a mechanism for communicating est time of
arrival via IVR
Software Modification 4 15 S250 S 3,750 N/A DC-008 -ECM project attachments
Software Modification 5 80 $250 $ 20,000 N/A ADD-010-(CASS) Addressing Validation
3rand Total for Professional Services $ 459,850
Software and Professional Services Totals
Total Software $ 521,890 * Based on terms inthe contract
Total Professional Services $ 459,850 * Based on terms in the contract
GRAND TOTAL (Software and Prof Services)
Total Annual Support & Maintenance annual $ 93,940
Disaster Recovery Option annual $ 20,876
Professional Services Rates
As set forth in Section 5 of the Agreement, Services utilized in excess of those set forth in the
Investment Summary and additional related services not set forth in the Investment Summary above
will be billed at the rates set below If purchased within twenty-four (24) months ofthe Effective Date,
and thereafter at Tyler's then-current rates.
Professional Service Resource Hourly Rate(l) Daily Rate(l)
Implementation Services (Consultants/Analysts/PM) $165 $1,320
Junior Consultant Rate (special rate): to be an
implementation resource with 2 years or less of direct
Implementation experience on the Licensed Software $147 $1,176
Report Development $165 $1,320
Training $147 $1,176
Executive & Data Conversion / Integration Specialist
$218 $1,744
Software Development Programmer $225 $1,800
Exhibit B
Statement of Work
1 EXECUTIVE SUIVIIVIARY
1.1 INTRODUCTION
This Statement of Work ("SOW") contains the approach forthe definition, configuration,
and deployment ofthe software and services for the Integrated Community
Development System (ICDS) including permitting, business license, code
enforcement/stormwater, inspections and citizen-access software for the City of
Carlsbad, CA. The software will be used to support the business processes of
Community & Economic Development (Planning, Land Development Engineering,
Building, Fire Prevention), Construction Management & Inspection, Stormwater,
Business Licensing, Code Enforcement and eventually Capital Improvement Projects
and Special Events permitting. The City will oversee Tyler implementation of the
Licensed Software, as that term is defined in the PSM Agreement.
1.2 SCOPE OVERVIEW
The scope of this project will include a migration from Carlsbad's Accela PermitPlus
5.3.6 installation and Progressive Solutions LicenseTrak (version number 7.1.2.840) to
Tyler software and related interfaces. The City will achieve this goal through a series of
defined deliverables, and milestone achievements.
1.2.1 RESOURCES
Tyler will provide resumes for all Tyler staff working on site. Tyler will reply to City
requests for on-site staff changes upon written request to Tyler providing an explanation
of the reason for replacing a staff member. Tyler will not replace onsite staff without
advance notice and good cause. Replacement staff must be approved in advance by
City. Staffing is allocated during the Planning & Initiation phase. Only key project
sponsors (implementation director / executives, etc.) are capable of being determined
and included within the SOW/Contract.
Tyler's Project Manager will be available and respond to the City during regular
business hours: Monday-Friday, 7:30 AM- 5:30 PM PST . Tyler will provide an active
phone number for the City to call their Project Manager outside of regular business
hours for emergencies critical to meeting specified deadlines in accordance with the
project plan developed. As part ofthe shared service expectation, additional Tyler staff
will be made available for questions from City staff assisting Tyler with the system
configuration. Availability of Tyler staff outside regular business hours will be mutually
agreed upon by the City and Tyler, understanding that meeting project deadlines will
require City staff to be working in addition to their regular day-to-day duties.
Shared Service Expectation - This model assumes the City will dedicate resources to
complement Tyler consultants throughout the duration ofthe project. This would be
accomplished by the City committing the following resources, at a minimum:
• Equivalent of 2 PTE's (PM, Technical Resource, Subject Matter Expert
Resource) that will assist with assess & define, software configuration and will
serve as end user training resources
• Subject Matter Experts for each department / major processes are also required
(primary during assess & define, configuration and UAT stages.
• City of Carlsbad staff will be responsible for definition and configuration of all
City-defined fields (custom fields within the main application, ePortal, and
Decision Engine) for each record type created in the system..
• City of Carlsbad staff will partner with Tyler to create workflow templates for each
record type in the system.
1.2.2 REQUIREMENTS
The Licensed Software was selected based on a number of criteria including the
responses by Tyler in their proposal to the City's Request for Proposals for an ICDS.
Tyler's response to the requirements (known as the "Functional Requirements Matrix,"
orthe "Checklist") are the driving elements ofthe project scope and as such, are
incorporated herein by reference. Based on the scoring provided by Tyler, the pricing of
functionality and technical requirements to be provided by the Licensed Software will be
based on the following:
Response Definition Implementation Expectation
0 Functionality not provided: Not
included in the proposal.
Not in Scope
1 Partial functionality provided out of
the box: The vendor provides the
functionality in a limited way from its
own code base. No additional
product, customization or work-
around can provide the full
functionality.
Not in Scope
2 Full functionality provided through
complex customization. The vendor
can provide the functionality, but an
additional product, customization or
work-around is required.
Can be provided at an
additional cost which is either
outlined in Tyler's response
as attached or agreed upon
through the Change Order
Process
15
City Attorney Approved Version 1/30/13
3 Full functionality provided through
Simple customization (Less than 2
hours): The vendor can provide the
functionality, but an additional
product, customization or work-
around is required.
In Scope, included in
Investment Summary
4 Full functionality provided out ofthe
box: The vendor provides the
functionality from its own code base.
No additional product, customization
or work-around is required.
In Scope, included in
Investment Summary
Tyler agrees that functionality shall be delivered free of conflict including but not limited
to if/then functionality, georules behavior and automated processing. Should a conflict
arise during configuration and/ortesting, Tyler will work to resolve conflicts and train
appropriate City staff (technical and configuration team) on how to resolve such conflicts
so as to avoid and address conflicts for any configuration executed by the City as part of
the shared implementation plan.
1.2.3 OUT OF SCOPE
a) Any custom software enhancements such as; undocumented enhancements to
source code.
b) Extensions to the scope not documented in this Statement of Work. Fees related
to any extensions to the scope must be approved through the Change Order
process documented in Section 4: Change Requests and Changes to This
Statement of Work.
c) Post System Acceptance Configuration. System Acceptance requirements are
met at the completion of System Acceptance as described in section 5.8. Any
changes requested ofthe Tyler implementation team to alter the configuration of
the solution's base code and configuration, post System Acceptance, must be
documented through a Change Order and may incur additional costs. Customer
has access to all built-in configuration tools and is free to reconfigure or create
new configuration as required or desired.
d) Anything not specifically stated in this SOW will be considered out of scope.
1.3 PROJECT GOALS
a) Establish a GIS-centric land management system platform including:
a. Permitting and Land Management Suite
b. Licensing and Regulatory Management Suite
c. IG workforce Mobile Platform
d. Tyler GIS
e. Tyler Citizen Access
City Attorney Approved Version 1/30/13
16
f. Tyler eReviews- Adobe Pro or BlueBeam are not provided and required.
g. MyGovPay payment processing
b) Provide increased accountability and transparency;
c) Improve customer service and communication;
d) Maintain or reduce processing times for plan check;
e) Provide cross-departmental project tracking throughout the life ofthe project;
f) Provide effective, easy-to-use management tools;
g) Improve current business processes and software for:
a. Planning Discretionary Review, Tracking and Approvals
b. Land Development Engineering PlanCheck, Tracking, and Approvals
c. Permit and License Tracking and Issuance
d. Planning and Zoning Changes and Amendments
e. Code Enforcement Issues and Resolutions
f. Stormwater Management Including Inventory, Complaints, Investigations
and Compliance
g. Scheduling and Execution of Field Inspections (Building, Fire Prevention,
Code Enforcement, Construction Management & Inspection, Stormwater)
h. Business License Issuance, Renewal, Maintenance and Tracking
i. Citizen Access to Project Status and Self-Service for Defined Permits and
Licenses
h) Provide user friendly reporting tools, enabling users to extract needed data to
support other desktop applications;
i) Allows for better security via single sign on and segregated roles and
responsibilities;
j) Train users on the benefits and usage of the new applications;
k) Manage and support a complete adoption and migration for long-term usage ofthe
solution by all registered users
1.4 ASSUMPTIONS
It is assumed that:
a) City will make IT technical resources available to assist with the Initial Installation
and Initial Data Migration.
b) Tyler will provide personnel with the appropriate skills and experience with the
Licensed Software, as defined in the PSM Agreement, for each Consulting
Session or other review activities, whether onsite or conducted remotely. Except
as othenwise agreed to by the parties, each Tyler staff member will have
experience with at least five (5) implementations ofthe Licensed Software, at
least one (1) of which is a California municipality.
c) Tyler will provide a project manager that is experienced and certified for the
Licensed Software, and who has implemented the Licensed Software on at least
ten (10) prior occasions, at least five (5) of which are cities of similar size to the
City Attorney Approved Version 1/30/13
17
City and at least two (2) of which are California municipalities, unless mutually
agreed to by both parties.
d) The City will provide adequate workspace for each onsite Tyler consultant, with
internet access and close proximity to the City Project Team. Adequate breakout
and conference space will also be provided.
e) Adequate training space will be provided by the City for training throughout the
project.
f) All software failures, or data issues found—whether by Tyler or the City will be
tracked to resolution.
g) All software failures or implementation issues will be responded to according to
the Support Call Process set forth at Exhibit 2 to the PSM Agreement between
Tyler and the City.
h) The City and Tyler will make the Project Team members available for meetings,
consulting and training sessions, discussions and conference calls upon request.
City Project Team members will respond to information requests by Tyler staff not
to exceed ten(IO) Business Days unless agreed upon in time to minimize delays
in the project.
i) Whenever possible. City and Tyler may consider alternative meeting options
such as WebEx, Video Conferencing, Remote Desktop and Conference Calls.
Making use ofthis technology will help in reducing travel and expense costs.
j) Tyler resources will be on site for the production go live to support the technical
and business team.
k) The City and Tyler shall review their responsibilities before work begins to
ensure that Services can be satisfactorily completed.
I) Tyler will provide industry standard best practices based on previous
software implementations in California in order to leverage the fullness of
the Licensed Software.
m) Tyler shall initially implement the most current version of the Tyler software at the
time ofthe contract signing. During the implementation Tyler will provide newer
releases ofthe software that meet or exceed the version available at contract
signing. After Go-Live, the City is responsible for installing newer releases. New
releases will be provided to the City as part of their software maintenance
agreement at no additional cost. Release notes are provided for all new versions.
n) The City will provide Tyler with network access for remote installation and
testing through industry standards such as Virtual Private Network (VPN)
or other secure access methods after each Tyler employee who needs
access has signed the appropriate VPN agreements.
o) Tyler is responsible to provide the City with Tyler's hardware, software
and network configuration specifications within 10 days of contract
signing.
p) The City will provide/purchase/acquire the appropriate hardware, software and
infrastructure assets to support all purchased Tyler software products in both
support/testing and production environments, based on the specifications
provided in Tyler documentation. Hardware includes devices necessaiy to fully
utilize the Licensed Software's mobile applications.
q) The City will provide, a development/testing environment for import and
interface testing as they are developed by Tyler.
City Attorney Approved Version 1/30/13
18
r) Subject Matter Experts and Project Manager are required (primary during assess
& define UAT and configuration stages),
s) Data migration will be conducted in accordance with Section 5.6: Data
Conversion.
2 Implementation
2.1 Implementation Approach-
This section presents an overview of the implementation methodology and approach
which will be followed by the City and Tyler, which is also a basis for the project plan
structure.
2.1.1 Methodology
Plan - All ofthe work to establish the basic infrastructure and confirm general scope is
accomplished in the Plan stage. This includes establishing the project plan and project
team; confirming resources and site facilities; ordering and constructing the technical
system (hardware, software, etc.); confirming the expected use of software functionality;
identifying all ofthe development programming work to be done and performing initial
consulting.
Initiate - Process mapping is one of the most critical aspects of the implementation
lifecycle and includes a comprehensive review and analysis of the existing business
processes along with the subsequent definition of how those processes might be
changed in light ofthe new technology (i.e. understanding the "as is" and defining the
"to be"). As such, designated and empowered personnel will be involved and engaged
during this stage of the implementation in order to provide Tyler team members with
requisite detail for the "as is" and support / feedback for the "to be."
During this stage, key requirement decisions will be processed, confirmed, and
reviewed. The core project team will be trained and certified on the system. The
development and test application will be put in use at the City and tested for basic
operational capacity. The functional business requirements will be understood, with
decisions made as to how the software will be configured. Tyler staff will work with City
Subject Matter Experts (SMEs) to re-engineer business processes in order to: 1)
leverage best practices based on Tyler's experience with similar California agencies; 2)
maximize knowledge sharing and collaboration across departments; 3) facilitate
adoption by internal users and the public; and 4) establish meaningful and reportable
metrics to track the efficacy of the business changes and system adoption. "To Be"
workflows will be created. Some core items will be configured. Detailed specifications
for each development item included in the development scope will be produced.
Planning will begin for developing a user training program. The project management
team will continue to maintain tools established in the Plan stage to keep the project on
track. A solution design review will be held to confirm the "To Be" design.
Execute - The team will be implementing the process and system changes previously
defined during the initiate stage. The configuration of modules to perform functionality
as identified in the requirements will be led by Tyler with the support of City staff. The
City Attorney Approved Version 1/30/13
19
technical team will be reinforcing procedures to refresh and migrate data, create the
production environment, manage database versions, etc. Project management and City
leadership will manage organizational preparedness as modules begin testing and
physical organizational changes need to be made to prepare for system go-live. A
cutover plan from testing to production will be developed, and the detailed configuration
items will be finalized. A quality gate review will be held by the City team and the
project steering committee to confirm the quality ofthe work prior to training and go live.
Confirm - Final preparation is being made by all teams for go-live in the confirm stage.
Integration and testing is following up the testing that was performed in the execute
stage - integration testing will test functionality between modules as determined by the
flow of the organization's business processes. The project team will create the support
plan to provide excellent service from the City Help Desk for go-live and beyond. Prior
to go live, a readiness gate review will be held by the City team and the project
steering committee to confirm the City is ready for go live.
Support - The activities that occur after go-live, to ensure the Licensed Software runs
effectively, take place during the support stage. Tyler consultants will continue to
support the City through specific first time uses of the software, such as the first
completed workflow, first completed business license, first completed permit. The
technical team will monitor the performance of the system in its first month of
production, paying particular attention to database performance. The development team
will be available for any assistance as the forms, reports and workflows are used in
production. Project management will focus on the issues log to tackle any unexpected
production issues that arise - although these should be minimized by thorough testing
and the quality gate review. A close out gate review will be held to confirm the
business is back to normal and the system is stable. Normal is defined as " business
transactions are being processed at a normal pre-project baseline". Stable is defined as
"system running as expected with no P1 incidents afterthe first months close".
Initial support during the project will come directly from the Tyler project team, however,
as the project progresses and end users have problems they should be directed to the
City project Subject Matter Experts (SMEs) and/or the City's help desk. This will ensure
the transfer of knowledge from Tyler to the City project team is happening. After the
training program is complete and the system is functional. City project SMEs can assist
or review all open support cases. At go live it is expected that Tyler will have resources
on site for a week to assist with any issues post go live.
The goal of the Tyler Support department is to provide expeditious technical assistance
to Tyler software users in overcoming issues, understanding certain functionality, and
recommending approaches to various scenarios. Tyler will strive to answer City
questions quickly and accurately in accordance with the Support Call Process set forth
at Exhibit 2 to the parties' PSM Agreement. As set forth in that exhibit, Tyler offers
multiple ways to contact support personnel, as well as access to thousands of users
across the country who have the experience to help utilize the software to its greatest
benefit.
• Unlimited toll-free telephone support
City Attorney Approved Version 1/30/13
20
Electronic support via email and web-based chat
Remote diagnostics and fixes
Tyler Community - Connecting you to thousands of Tyler experts
Online knowledgebase and FAQ documents
Complete documentation, linked directly from the software
2.1.2 Tracks
The following tracks represent work tracks that run throughout the project methodology
with specific deliverables at each stage:
Project IVIanagement - Using a proven implementation methodology along with years
of experience, Tyler will follow the standard project management body of knowledge
(PMBOK) methodology and will adhere to the City's project gate reviews. Throughout
the project, the project manager for Tyler and the City will keep the project organized,
on schedule and on budget. A series of project management tools will assist the project
manager in leading the project effort, including high level and detailed project plans, an
issues log, a project team organization chart and a comprehensive project
communication plan that addresses the communication needs for every internal and
external stakeholder. These are all housed in the City's portfolio tool, Daptiv. Tyler will
be provided access to this application and content on the City's SharePoint project site.
Deliverables outlined in this Statement of Work will be developed and approved based
on templates provided by either Tyler or the City. During the PLAN phase, Tyler and the
City will mutually agree on the template and format of deliverables throughout the
project lifecycle. The City project manager will work with the City to create a change
management plan to assess the City's readiness for change and provide sufficient
preparation. Finally, at key milestones, a stage's deliverables will be compiled together
for a complete project summary document.
Tyler performs ongoing project management services throughout the implementation in
orderto plan and monitor execution ofthe project. Project Management includes the
following tasks:
• Project plan management using Microsoft Project (made available to Customer
project management team)
• Project document management using Microsoft SharePoint (provided by
Customer)
• Issue log management and escalation
• Status reporting
• Tyler will provide Customer with a weekly status reports that outline the
tasks completed including resources used by Tyler staff to complete those
tasks. Tyler will also provide details regarding the upcoming tasks that
need to be completed during the coming weeks, the resources needed
(from customer) to complete the tasks, a current or updated version of the
project plan, and a listing of any issues that may be placing the project at
risk (e.g., issues that may delay the project or jeopardize one or more of
the production dates) as needed.
• Change order management
• Project workspace management
City Attorney Approved Version 1/30/13
21
• Resource management
• Executive project oversight via Executive Director and Project Review Committee
Technical - The first activities to be performed for the implementation will be the
specification, ordering, staging, and installation ofthe system - the hardware, software
and third-party products that will make the Licensed Software function smoothly and
reliably. The technical track team will guide the City through a series of clearly explained
activities and deliverables to ensure that the system is ordered to correct specifications.
The City of Carlsbad will order and install the hardware. The software will be installed by
Tyler technical resources. Throughout the implementation, Tyler will provide technical
consulting and training to the systems' administrator(s) in areas such as database
maintenance; data refresh and restore procedures, data migration and printer setup.
The technical track is also responsible to work with Tyler and the City's 3'''^ party
applications to create effective integrations.
Functional - The functional track consists of the following elements that may exist on
the implementation project: configurations, workflows, data conversions, forms, and
reports. The first activities and deliverables revolve around a thorough scoping effort in
the initiate phase in each of these areas. The data migration conversion scope
deliverable will describe the source data, volumes, conversion method, etc., so that a
complete scope of every conversion requirement will be established and updated
throughout the project. This approach will be consistent across the functional areas.
After scoping is complete, "to be" specification documents will be completed for each
item across the areas as needed. Finally, the system will be configured, tested and
implemented to ensure that all data flows in a manner that most effectively supports the
business requirements.
Training - Perhaps no area is more important to successful change management than
end-user training that will provide a rapid but deep understanding of how the system
and new business processes will support the performance of jobs on a day-to-day
basis. The focus ofthe training will be training on the new system for all areas including
permitting, inspections, business license, payments, electronic review, workflow and
new security models and the technical expertise to manage the system after go live.
Additionally, training will need to be provided to the core team for early understanding of
the out of the box system to assist with workflow configuration. The end result will be a
project team that succeeds in configuring and delivering quality functionality to the
organization, and a group of end users who are able to perform their responsibilities on
the new software efficiently and with confidence. Tyler will provide City with hard copy
and digital versions of training documents. Tyler and the City will ensure those training
documents are specific to the City's Licensed Software implementation.
The modules and licenses planned for implementation are set forth in the Investment
Summary at Exhibit A.
2.2 Definitions
city Attorney Approved Version 1/30/13
22
Deliverable - The documents and/or materials and activities identified in Section 3 of
this Statement of Work (SOW).
Change Request - Means proposing a request for a change to this SOW.
Onsite - The activity shall be conducted at City facilities in Carlsbad, CA.
Third Party Software - Any software used to complete the solution that Vendor
provides, where ownership rights are held with someone other than the Vendor.
2.3 Project Staff Descriptions
The following table provides an overview of committees and positions listed below. Final
responsibilities of team members are identified during the implementation-planning
phase ofthe implementation.
Role/Position CITY Tyler
Executive Steering
Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manger
Provide staff and facilities to
the implementation effort as
described herein.
Provide support to City
Project Management Team
in reporting project progress
to Committee
Executive Steering
Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manger
Make final decisions on policy
changes as necessary
Executive Steering
Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manger
Communicate to governing
body as necessary
Executive Steering
Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manger
Final City escalation point for
project issues
Executive Steering
Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manger
Meet monthly or more
frequently as needed to
review progress
Project Sponsor Approve material changes in
the project plan
Project Sponsor
Advise Project Managers on
resolution of project issues
Project Sponsor
Immediately resolve any
delay in decision-making that
could impact the project
timeline.
Project Sponsor
Report project progress to
Executive Steering
Committee
Project Management Fulfill Go Live dates Fulfill Go Live dates
City Attorney Approved Version 1/30/13
23
Role/Position CITY Tyler
(Tyler Project Manager,
City Project Management
Team)
(Tyler Project Manager,
City Project Management
Team)
Monitor and report overall
implementation progress
Support City Project
Management Team in
monitoring and reporting
overall implementation
progress
(Tyler Project Manager,
City Project Management
Team)
Monitor and report progress
on City's responsibilities
Monitor and report progress
on Tyler's responsibilities
(Tyler Project Manager,
City Project Management
Team)
Immediately notify Tyler
Project Manager and Project
Sponsor of any issue that
could delay the project
Immediately notify City
Project Management Team
and Project Sponsor of any
issue that could delay the
project
(Tyler Project Manager,
City Project Management
Team)
Supervise City Project Team;
fulfill all City project
deliverables.
(Tyler Project Manager,
City Project Management
Team)
Provide availability to the
infrastructure and facilities as
per the project schedule.
(Tyler Project Manager,
City Project Management
Team)
Provide City Staff according
to the project plan.
Provide Tyler Staff according
to the project plan
(Tyler Project Manager,
City Project Management
Team)
Facilitate coordination
between various external
contractors and various City
Departments
Facilitate coordination
between all Tyler
departments
(Tyler Project Manager,
City Project Management
Team)
Document or supervise
documentation of all important
project and software
configuration decisions
Tyler will provide the
templates and help with the
process for completing them.
(Tyler Project Manager,
City Project Management
Team)
Coordinate, direct, and define
pre-Go Live testing by City
staff
Coordinate pre-Go Live
testing by Tyler staff
(Tyler Project Manager,
City Project Management
Team)
Serve as the point person for
all project issues.
(Tyler Project Manager,
City Project Management
Team)
Provide issue resolution
status, tracking, and
procedures
Project Team Leads
(Application)
Team Leads from the City
include individuals from
community and economic
development.
Check that Software
operates after configuration
as per its documentation
Coordinate with the project Lead software configuration
24
City Attorney Approved Version 1/30/13
Role/Position CITY Tyler
manager in communications
and issue resolution
Make recommendations to
the Project Manager
concerning any policy or
implementation issues
Assist with the resolution of
issues
Participate in pre-Go Live
testing
Trains the City core group
during the configuration of
software
Assist Tyler with software
configuration
Provide support to the user
community in the post
production timeframe
Project Team Leads
(Technical)
Refine specifications for
reports to be delivered by
Tyler per this Statement of
Work
Deliver training on how to
process conversions utilizing
standard conversion utilities
according to City
specification and this
Statement of Work
Project Team Leads
(Technical)
Assist with converted data.
Software Configurations, and
Reports for compliance with
specifications
Create and deliver Reports
according to this Statement
of Work
Set up security profiles.
Provide training on security.
Provide training on workflow
and assist with set up
Provide Specifications for
workflows if needed.
Verify security profiles.
Provide hardware and
security access as needed.
Functional Experts (SMEs) Support Project Team Leads
and Project Manager in all
their duties
Functional Experts (SMEs)
Assist with the assessment of
business processes and
identifying ways the new
system can be utilized.
Functional Experts (SMEs)
Assist in the resolution of
issues impacting their areas
of expertise
Functional Experts (SMEs)
Assist in the configuration of
the new system
Functional Experts (SMEs)
Assist in the testing and sign
City Attorney Approved Version 1/30/13
25
Role/Position CITY Tyler
off of the new system
Assist in the organization
adoption and training ofthe
new system
3 Project Deliverables by Stage
The following tables describe, for each phase, the implementation activities and
deliverables to be completed by the respective City and Tyler roles. This implementation
will have a City Project Manager and a Tyler Project Manager. The methodology applies
the approach and tracks to form a well thought out RACl between the contracted
parties.
For each stage below, tasks are generally assigned and arranged with responsibility
definitions for both Tyler and the City as follows:
• Own - Ownership of the task throughout
• Participate - Active, ongoing participation in the task throughout; this
includes tasks where Tyler will train City staff on any implementation
processes for which Tyler and City staff will share the workload (e.g.-
configuration)
• Advise - Advisory role as needed by the other party
• None - No planned/required involvement by the designated party
During the PLAN phase of the project, the detailed project plan will confirm these roles
and responsibilities including estimated resource allocation percentage for both parties
according to detailed task.
3.1 PLAN Deliverables and Tools
PLAN: PROJECT MANAGEMENT
Activities Detiverabie » Tangible Item in bold print atyltettt
/Assignmen
t
Tyler Role
/Assignmen
t
%
Conduct
Pianning/lnitiatio
n Introductory
Phone call
This activity occurs post contract
execution. The deliverable will be a
Phone Call with instructions for how
to proceed for the planning phase.
Participate 50 Participate 50
Plan all ofthe
sequences of
major steps in
the project, from
contract signing
to go-live.
Project Plan - High Level The high
level project plan is an MS Project
based visual representation of the
summary activities, deliverables and
milestones ofthe project. It will be
organized around stages, tracks and
deliverables as well as the City's phase
gates.
Participate
Project
Manager
25 Own
Project
Manager
75
Plan the detailed
hours required
Project Plan - Detailed The detailed
project plan is an MS Project based
Participate
Project
25 Own
Project
75
26
City Attorney Approved Version 1/30/13
for each person
on the project
team to
accomplish all of
the work they are
assigned.
representation of activities and
deliverables assigned to specific people
on the project team. Each task
assignment will include an estimate of
expected hours and remaining hours by
person. This will be tracked in the City
project management tool as well.
(Daptiv - to be maintained and
managed by the City)
Manager Manager
PLAN: PROJECT MANAGEMENT
Activities Deliverable « Tangible item In bold print rvierRotr %
Establish a
central place for
all issues to be
entered, tracked
and managed
towards
resolution.
Establish a place
for key project
decisions to be
documented
Issues/Risk Log The key principle is to
foster an environment, technically and
culturally, where many people will use
one central place to log issues and risk,
in as easy a medium as possible. A
decision log will also be kept to confirm
major implementation decisions.
Decisions are made and mutually
approved by the Tyler Project Manager
and at least one Project Lead (Tool)
(SharePoint)
This will be done in the City project
management tool as well. (Daptiv)
Participate
Project
Lead
50 Participate
Project
Manager
50
Establish a
mechanism and
process to
maintain visibility
on the overall
project costs -
budget vs. actual
Budget Plan The Budget Plan is an MS
Excel spreadsheet that is established to
track all aspects of actual
implementation costs against the
budget. (Tool) This will be done in the
City project management tool as well.
(Daptiv)
Own
Project
Manager
75 Participate
Project
Manager
25
Create a
communications
plan that will
identify all of the
necessary
communications
to keep all
stakeholders
informed
throughout the
project
Communication Plan The
Communication Plan is an MS Word
document that first identifies all of the
internal and external stakeholders, and
details the messages they need to
receive, how often the messages should
be sent, and in what medium. Once this
is established, a calendar is used to
create specific communications tasks for
the Project Manager.
Participate
Project
Manager
50 Participate
Project
Manager
50
Create project
status meetings
for the various
groups and
timeframes,
(ex. Project
team=weekly)
SME - Monthly)
Weekly project team meetings will
have an agenda prepared at least 24
hours ahead of scheduled meeting. All
project status meetings will include the
use of WebEx or similar technoiogy.
Project Status template - See
SharePoint site
Participate
Project
Manager
50 Participate
Project
Manager
50
Deliver Planning
& Initiation Sign
Off to City
Verified completion of all aspects of this
stage, provide Planning Stage Sign Off
form
None 0 Own 10
0
27
City Attorney Approved Version 1/30/13
Return Planning
& Initiation Sign
Off
Confirm completion of PLAN stage;
provide executed Sign Off form
Own 10
0
None 0
PLAN; TECHNICAL
Activities Deliverable = Tangible item in bold print City Role % Tyler Role %
Conduct a
Technical
Planning
Teleconference
that will plan and
prepare all
activities for the
Technical Track's
Planning stage.
The Technical Planning Summary will
summarize on paper all aspects of the
technical planning teleconference,
including responsibilities of all parties,
hardware specifications and ordering
instructions, database specifications,
network specifications, backup
processes, etc.
Participate
Technical
Lead
50 Participate
Project
Manager
Installation
Services
Coordinator
/System
Administrat
or
50
Review
Hardware/Techni
cal
Specifications.
The Hardware Specifications
Documentation will provide details
regarding all requirements for ensuring
the overall hardware architecture will
function effectively including any mobile
hardware. Tyler is responsible to
provide the City hardware, software and
network configurations in accordance
with Tyler specifications within 10 days
of contract signing.
Advise
Technical
Lead
25 Own
Project
Manager
Installation
Services
Coordinator
/System
Administrat
or
75
Deliver and
review Data
Conversion
Template
Database (DCT-
DB)
Agreed upon Data Conversion
Template for City usage to migrate data
from current permitting system and
licensing system.
Participate
Technical
Lead
15 Own
Technical
Resources
85
Prepare
programs
/databases for
integration
List of identified databases by name a
location.
Own
Technical
Lead
85 Advise
Technical
Resources
15
Provide Tyler
remote access to
required
environment for
installations and
system
configuration
purposes
The City Network Engineer will conduct
a needs analysis and provide access to
the appropriate Tyler resources at the
appropriate access levels. Tyler to
provide a list of qualified users with
signed VPN authorization forms. Tyler
users authenticated.
Own
Network
Engineer
10
0
None
Technical
Resources
0
Conduct an
analysis of
existing
workstation
specifications for
use in
determining
The Workstation Requirements list
provides the City with an outline for
managing End User Workstations. Tyler
must provide the specific Tyler system
requirements for the work statsions.
Own
Technical
Lead
85 Participate
Project
Manager
15
28
City Attorney Approved Version 1/30/13
workstation
upgrade and/or
installation
requirements.
Deliver and
review GIS
requirements and
best practices
documentation
GIS requirements list for integration
with Tyler
Own
GIS Lead
85 Participate
Project
Manager
Installation
Services
Coordinator
/System
Administrat
or
15
Create AS IS and
TO BE contextual
diagrams
Context Diagrams provides the team
with visual understanding of what
hardware and software environments
will be used in each stage and how the
data and content are moved between
the systems.
Advise
Technical
Lead
15 Own
Project
Manager
Installation
Services
Coordinator
/System
Administrat
or
85
PLAN: FUNCTIONAL
Activities Deliverable = Tangible item in bold print City Role 96 Tyler Rote %
Review Content
of Standard
Functional
Consulting
Agendas and
create a
preliminary list of
attendees for
each session.
Agendas/Who to Attend - Agendas
are a series of Microsoft Word
documents that provide standard
content for each Functional Consulting
session. Attendees of Functional
Consulting sessions would include the
Core Project Team and subject-matter-
experts as necessary. Complete
agendas will be provided as part of the
implementation plan.
Participate
Project
Manager
Functional
SME Team
Members
5
0
Participate
Functional
Consultants
5
0
Provide materials
to assist with the
training of staff
throughout the
implementation.
Standard Consulting Manuals -
Standard Manuals are Microsoft Word
documents and or Adobe Acrobat Files
designed to supplement training efforts
via user guides to assist throughout the
implementation.
Advise
Functional
SME Team
Members
2
5
Own
Functional
Consultants
7
5
Update City
SharePoint site
to manage
project
deliverables,
documents, UAT
and other
aspects of the
overall
implementation
Updated city SharePoint site which
allows Tyler employees access to
project content and data. Visibility to the
status report as well as any content
documents, plans or other necessary
templates.
Own
Project
Manager
8
5
Advise
Functional
Consultants
1
5
Deliver, review
and edit project
templates. The
City will be
responsible to
Configuration collection templates -
"as is" workflows
Own
Functional
SME
9
0
Advise
Functional
Consultants
1
0
City Attorney Approved Version 1/30/13
29
PLAN: FUNCTIONAL
Activities Deliverable = Tangible item in bold print City Role % Tyler Role %
provide all "as is"
workflows prior to
the assessment.
3.2 INITIATE Deliverables and Tools
INITIATE: PROJECT MANAGEMENT
Activities Deliverable = Tangible item in bold
print
City Role % Tyler Role %
Maintain Issues/Risk Log Participate
Project Manager
50 Participate
Project
Manager
50
Maintain Budget Plan Own
Project Manager
75 Participate
Project
Manager
25
Maintain Communication Plan Participate
Project Manager
50 Participate
Project
Manager
50
Create or modify
existing Test Plan
Templates to match
the requirements of
the City's set up.
Test Plans will be documents that
outline a test plan for each module
and will be modified and owned by
the client as needed.
Participate
Functional SME
Team Members
25 Own
Functional
Consultants
75
Solution design review
with the project
steering committee
Solution Design Gate Review Own
Project Steering
Committee
Project Manager
100 None 0
Solution Design
Signoff
City approval of solution design Own
Project Sponsor
100 None 0
Deliver Assess &
Define Signoff
Assess & Define Signoff Form None 0 Own
Project
Manager
100
Return Assess &
Define Sign Off
Confirm completion of assessment
and solution definition stage;
provide executed Signoff form
Own
Project Sponsor
100 None 0
INITIATE: TECHNICAL
Activities: Discovery Deliverable = Tangible item in bold
print
City Role % Tyler Role %
Discovery Call
followed by Scope of
work deliverable.
Development Install and Initial
Data Migration
Participate
Project Manager
10 Own
Project
Manager
Installation
Specialist
90
City team to Install and
Prepare new
environment, based
upon Tyler hardware
requirements
HW and Environment Setup
• DEV/TESTS Environment
• PRODUCTION
Environment
Own
Technical Lead
Network
Administrator
90 Participate
Project
Manager
10
Discovery Call
followed by written
specifications.
Integrations:
• Core cashiering
• FileNet/Enterprise
Content Management
Participate
Project Manager
Technical Lead
50 Participate
Project
Manager
Developer
50
30
City Attorney Approved Version 1/30/13
• Customer Relationship
Management -
GoRequest
Develop Configuration
Definitions - Georules
Technical Specifications for GIS Own
Technical Lead
(GIS)
90 Participate 10
Deliver ArcGIS base
map service(s) to Tyler
GIS services
connected/delivered
Own
Technical Lead
(GIS)
100 Advise 0
Tyler consultant to
assist with
configuration and
training of Carlsbad
technical staff
Security setup Own
Technical Lead
Network
Administrator
Functional Experts
85 Participate
Project
Manager
Functional
Consultant
15
Activities: Build Specs Deliverable = Tangible item in bold
print
City Role % Tyler Role %
Deliver API's for any
integrations that
require them (third
party / integration
access)
City to provide the necessary API
connections to our systems.
Own
Technical Lead
100 None 0
Develop design
specifications -
Integrations
Deliver Final Integration
Development estimate (hours and
cost) and accompanying Change
Order (If necessary)
Participate
Technical Lead
50 Participate
Technical
Lead
50
Develop design
specifications - Final
Data Conversion
Mapping
Data Conversion Specifications
document:
• Permits Plus
• License Track
ParticipateTechnical
Lead
50 Participate 50
INITIATE: FUNCTIONAL
Activities: Discovery Deliverable = Tangible item in bold
print
City Role % Tyler Role %
Tyler Consultant to
validate City's
specifications.
Specifically top 20
reports
Top 20 Reports Development
Deliver Report / Forms
Requirements and PDF samples
for any required custom reports (if
necessary)
Finalize List of Custom Reports /
Output Documents to be developed
Own
Project Manager
Functional Expert
85 Participate
Project
Manager
Functional
Consultant
15
Develop Configuration
Definitions -
Workflows/Case
types/Fees/Automation
Functional Specifications
document- Core cashiering
system
Own
Functional Experts
85 Advise 15
Develop Configuration
Definitions -
Workflows/Case
types/Fees/Automation
Functional Specifications
document- ePortal and Decision
Engine
Own
Functional Experts
85 Advise 15
Return the Process
and Configuration
Collection Templates
to Tyler
"TO BE" Workflows Own
Functional Experts
80 Participate
Functional
Consultant
20
Activities: Build Specs Deliverable = Tangible item in bold
print
City Role % Tyler Role %
Deliver and review list
out-of-the-box
Final List of Reporting
Specifications
Participate
Project Manager
25 Own
Project
75
City Attorney Approved Version 1/30/13
31
standard reports,
documents,
dashboards and
search consoles in
order to identify any
gaps in report
coverage that may
require custom report
development
Functional Expert Manager
Functional
Consultant
Deliver out-of-the-box
standard worflows in
order to identify any
gaps in process that
may require custom
development
Final Workflow Configuration
Gap List
Participate
Project Manager
Functional Expert
25 Own
Project
Manager
Functional
Consultant
75
INITIATE: TRAINING
Activities Deliverable = Tangible item in bold
print
City Role % Tyler Role %
Tyler Consultants to
deliver General
Overviews for each
Module
Initial Training Session Participate
Project Manager
Functional Expert
15 Own
Project
Manager
Functional
Consultant
85
Tyler Consultant to
configure security as
defined by the City and
provide training.
Security Configuration setup Participate 15 Own 85
Create training plan
based on security
governance model
Training Plan Participate 50 Participate 50
3.3 EXECUTE Deliverables and Tools
EXECUTE: PROJECT MANAGEMENT
Activities Deliverable = Tangible item in bold print City Role % Tyler Role %
Maintain Project Plan - High Level Participate
Project Manager
5
0
Participate
Project Manager
50
Maintain Project Plan - Detailed Participate
Project Manager
5
0
Participate
Project Manager
50
Maintain Issues/Risk Log Participate
Project Manager
5
0
Participate
Project Manager
50
Maintain Budget Plan Participate
Project Manager
7
5
Participate
Project Manager
25
Maintain Communication Plan Participate
Project Manager
5
0
Participate
Project Manager
50
Set up scenarios
that outline the
steps necessary
to test each
process beginning
to end. Update
Process/Procedur
e documentation
The Process/Parallel Test Plan will
be a Document that outlines the steps
necessary to test each core process
integration from one module to the
next in addition to City business
processes
Own
Functional Team
7
5
Participate
Functional
Consultants
25
32
City Attorney Approved Version 1/30/13
as necessary.
Develop test
scripts and testing
criteria (based on
documented
business
processes,
interfaces,
imports, reporting,
etc.)
Test Scripts for usage with
development, test environment and
production environment
Participate
Functional Team
5
0
Participate
Functional
Consultant
50
Record and Track
testing results
Testing Results log - SharePoint
Bug Tracking Log - In Daptiv &
Displayed in SharePoint
Own
Project Manager
7
5
Participate
Project Manager
25
Provide,
collaborate and
review the
documented cut
over strategy
Cutover Strategy Document
Contextual Diagram
Advise
Project Manager -
Functional Expert
Technical Expert
2
5
Own
Project Manager
75
Quality review
with the project
steering
committee
Quality Gate Review Own
Project Steering
Committee
Project Manager
1
0
0
None 0
Quality Signoff City approval of configuration
quality
Own
Project Sponsor
1
0
0
None 0
Deliver System
Configuration,
Build
Specifications and
Build Signoffs
System Configuration, Build
Specifications and Build Signoff
Forms
None 0 Own 10
0
Return System
Configuration,
Build
Specifications and
Build Signoffs
Confirm completion of System
Configuration, Build Specifications
and Build stages; provide executed
Sign Off forms
Own 1
0
0
None 0
EXECUTE: TECHNICAL
Activities:
Configuration
Deliverable = Tangible item in bold print City Role % Tyler Role %
Configure System
- Georules
Tyler GIS content entered, fully
configured, system report
Own
Technical Lead
(GIS)
7
5
Advise
Project Manager
25
Configure System
- System
Securities/ Users -
Rights & Roles
Tyler security content entered, fully
configured, system report
Provide user log in for project team
for testing configurations
Own
Technical Lead
7
5
Advise
Technical
Resources
25
Deliver populated
Data Conversion
Template
Database (DCT-
DB)
Tyler data conversion
documentation complete
Own
Technical Lead
1
0
0
None
Technical
Resources
0
Conduct basic
system
configuration
testing/retesting
walkthrough
Test results for Georules
Test results for Security set up
Participate
Technical Lead
5
0
Participate
Technical
Resources
50
33
City Attorney Approved Version 1/30/13
Activities: Build Deliverable = Tangible item in bold print City Role % Tyler Role %
Deliver and review
populated Data
Conversion
Template
Database (DCT-
DB) with Tyler
Data Services
team member(s)
Complete file of data to be
converted.
Own
Technical Lead
7
5
Participate
Technical
Resources
25
Import data into
Tyler master
database from
populated Data
Conversion
Template
Database (DCT-
DB)
"Master" data base populated with
converted data,
CONVERTED DATA REPORT
Participate
Technical Lead
2
5
Own
Technical
Resources
75
Produce, deliver
and review
internally tested
import of legacy
data into Tyler
master database
Test Results document of the data
conversion
Participate
Technical Lead
Project Leads
7
5
Participate
Technical
Resources
25
Produce, deliver
and review
internally tested
integrations per
defined
requirements
Development test results document
of integration
Participate
Technical Lead
Project Leads
7
5
Participate
Technical
Resources
25
Deploy fully
configured and
imported master
Tyler database
into the testing
environment
Testing environment available Own
Technical Lead
7
5
Advise
Technical
Resources
25
Develop fully
configured
Production
environment
Production environment ready for
Go Live
Own
Technical Lead
7
5
Participate
Technical
Resources
25
EXECUTE: FUNCTIONAL
Activities:
Configure
Deliverable = Tangible item in bold print City Role % Tyler Role %
Configure System
- Workflows/Case
types/Fees/Autom
ation
400 Fully configured workflows
Tyler supplied resources are limited
to 100 unique workflows.
Participate
Functional Experts
5
0
Participate
Project Manager
50
Configure the
software based
upon definition
established in the
previous Assess &
Define stage
Permitting configurations complete
Business License configurations
complete
Inspections configurations
complete
Code Enforcement configurations
complete
ePortal configurations complete
Decision Engine configurations
complete
Participate
Functional Experts
5
0
Participate
Project Manager
50
City Attorney Approved Version 1/30/13
34
eReviews configurations complete
iG Workforce configurations
complete
Conduct basic Development Test results for Own 8 Participate 15
system Permitting Functional Experts 5 Project Manager
configuration Development Test results for
testing/retesting Business License
walkthrough Development Test results for
Inspections
Development Test results for Code
Enforcement
Development Test results for
ePortal
Development Test results Decision
Engine
Development Test results
eReviews
Development Test results iG
Workforce
Activities: Build Deliverable = Tangible item in bold print City Role % Tyler Role %
Produce, deliver Custom Reports- Limited to 20 Participate 2 Participate 75
and review custom reports Functional Experts 5 Project Manager
internally tested
custom reports
per defined
requirements
Produce, deliver Test Results DMS/Enterprise Own 7 Participate 25
and review Content Management Integration Functional Experts 5 Project Manager
internally tested Test Results Core Integration
integrations per Test Results Customer
defined Relationship Management
requirements Integration
EXECUTE: TRAINING
Activities: Design Deliverable = Tangible item in bold print City Role % Tyler Role %
Update and Completed Training Plan Participate 5 Participate 50
complete plan for Functional Experts 0 Project Manager
training necessary
for the City to
successfully
implement.
Create a schedule Training Schedule Participate 5 Participate 50
by module Functional Experts 0 Project Manager
identifying core
team training
classes.
Create City Training Materials Participate 5 Participate 50
specific training Functional Experts 0 Project Manager
materials to aid in
the delivery of
training to end-
users.
35
City Attorney Approved Version 1/30/13
3.4 CONFIRM Deliverables and Tools
CONFIRM: PROJECT MANAGEMENT |
Activities: Deliverable = Tangible item in bold print City Role % Tyler Role %
Maintain Project Plan - High Level Participate
Project Manager
50 Participate
Project Manager
50
Develop and review
acceptance
schedule and
criteria
Project Plan - Detailed Participate
Project Manager
50 Participate
Project Manager
50
Maintain Issues/Risk Log
Confirm there are no open PI issues
Participate
Project Manager
50 Participate
Project Manager
50
Maintain Budget Plan Participate
Project Manager
50 Participate
Project Manager
50
Maintain Communication Plan Participate
Project Manager
50 Participate
Project Manager
50
Update plan
including training
results, cutover
communication
plans, go live
plans and support
plans
Updated Cutover Plan define support
logistics and schedule
Own
Project Manager
75 Participate
Project Manager
25
Readiness review
with the project
steering
committee
Readiness Review Gate Own
Project Steering
Committee
Project Manager
100 None 0
Readiness Signoff City approval of system and user
readiness
Own
Project Manager
100 None 0
Deliver Internal
Testing, System
Acceptance, User
Training Signoffs
System Internal Testing,
System Acceptance,
User Training Signoff Forms
None 0 Own 100
Return Internal
Testing, System
Acceptance, User
Training Signoffs
Confirm completion of Internal Testing,
System Acceptance, User Training
stages; provide executed Sign Off
forms
Own 100 None 0
1 CONFIRM: FUNCTIONAL
Activities: System
Acceptance
Deliverable = Tangible item in bold print City Role % Tyler Role %
Execution of End
User test scripts
End User Test Script results Own
Functional Experts
85 Participate
Functional
Consultants
15
The combined
City / Tyler project
team will validate
data before the
final conversion is
performed.
Data Validation reports Own
Functional Experts
85 Participate
Functional
Consultants
Developer
15
The combined
City / Tyler project
team will test all
interface
programs before
Interface Test results are plans that
determine the steps necessary to
adequately test each interface
program, followed by a verification
statement that the particular interface
Own
Functional Experts
85 Participate
Functional
Consultants
Developer
15
City Attorney Approved Version 1/30/13
36
the interfaces are
put into
production.
has successfully passed testing prior
to go-live.
The combined
City / Tyler project
team will test all
forms to examine
that the data fits in
the proper spacing
on the form.
Forms Test results are plans that
determine the steps necessary to
adequately test each form (printing it
with relevant data that shows up in the
proper spaces), followed by a
verification statement that the
particular form has successfully
passed testing prior to go-live.
Own
Functional Experts
85 Participate
Functional
Consultants
Developer
15
The combined
City / Tyler project
team will run all
reports to review
that the required
information is
produced in the
correct format
when printed.
Reports Test results verify that when
developed reports are run, the
information provided matches
requirements.
Own
Functional Experts
85 Participate
Functional
Consultants
Developer
15
The combined
City / Tyler project
team will test all
workflows and
configurations.
These tests also
include the Citizen
Access and
Intelligent
Automation
elements of any
self-service
workflows
accessible by the
public.
Workflow Test results will be
conducted within the context of
process tests to verify that workflows
and configurations provide the
functionality envisioned and required.
Own
Functional Experts
85 Participate
Functional
Consultants
Developer
15
CONFIRM: TECHNICAL
Activities: Deliverable = Tangible item in bold print City Role % Tyler Role %
Test each process
from beginning to
end using
samples already
processed in
legacy system.
Compare results.
Change
p rocess/proced u re
documentation as
needed.
The Process/Parallel Test validates
that all integration items function as
designed as depicted in business
scripts that represent real life
examples of daily processes that will
be performed in the system.
Own
Technical Experts
75 Advise
Functional
Consultants
Developer
25
Manage the issue
list to remediate
P1 bugs
discovered during
testing.
P1 Remediation List, listing actions
taken to remediate the issue.
Advise
Technical and
functional experts
25 Own
Developers
75
Finalize
configuration
documentation
Final Configuration (As Built)
Documentation Once the final system
is tested, documentation will be
Participate
Technical Experts
50 Participate
Functional
Consultants
50
City Attorney Approved Version 1/30/13
37
with changes
made during
testing.
updated to describe not only each
configuration setting, but the reasoning
behind each configuration decision
Developer
CONFIRM: TRAINING
Activities: User
Training
Deliverable = Tangible item in bold print City Role % Tyler Role %
Execute Training
Plan
Host training as scheduled, record
results for organizational adoption.
Participate
Project Manager
50 Participate
Project Manager
50
Provide facilities
suitable to training
and testing needs
Training rooms scheduled Own
Project Manager
100 None 0
Provide
Comprehensive
training for testers
/ functional
experts
Tester training results Participate
Functional Experts
25 Own
Trainer
75
Conduct End User
training
Web based Training, Instructor Led
Training, End User Training Results
Participate
Functional Experts
50 Participate
Trainer
50
Track and create
training metrics
Readiness Gate Metrics Own
Project Manager
100 Advise
Project Manager
0
CONFIRM: CUT OVER
Activities: Go Live Deliverable = Tangible item in bold print City Role % Tyler Role %
Confirm Cut Over
Plan
Cut Over Spreadsheet based on
context diagram
Own
Project Manager
Project Team
75 Participate
Project Team
25
Confirm Cut Over
Plan
Ramp Down Confirmation Own
Project Manager
Project Team
75 Participate
Project Team
25
Confirm Cut Over
Plan
Cut Over Confrimation Own
Project Manager
Project Team
75 Participate
Project Team
25
Confirm Cut Over
Plan
Ramp Up Confirmation Own
Project Manager
Project Team
75 Participate
Project Team
25
Confirm Success Smoke Test Results Own
Project Manager
Project Team
75 Participate
Project Team
25
Provide live
system access to
users
Email GO Live announcement Own
Project Sponsor
100 Participate
Project Team
0
3.5 SUPPORT Deliverables and Tools
SUPPORT: PROJECT MANAGEMENT
Activities: Deliverable = Tangible item in bold print City Role % Tyler Role %
Complete Project Plan - High Level Participate
Project Manager
50 Participate
Project Manager
50
Complete Project Plan - Detailed Participate
Project Manager
50 Participate
Project Manager
50
Develop and
maintain post-
production issues
list
Issues Log Participate
Project Manager
50 Participate
Project Manager
50
Maintain Communication Plan Participate 50 Participate 50
38
City Attorney Approved Version 1/30/13
Project Manager Project Manager
Maintain Cutover Plan Participate
Project Manager
50 Participate
Project Manager
50
Complete Budget Plan Participate
Project Manager
50 Participate
Project Manager
50
Close out review
with the project
steering
committee
Closeout Review confirms the
business is back to normal and the
system is at a steady state.
Own
Project Steering
Committee
Project Manager
100 None 0
Deliver
Production &
Production
Support Signoff
Production & Production Support
Signoff Form
None 0 Own 100
Return Production
& Production
Support sign Off
Confirm completion of Production &
Production Support stage; provide
executed Sign Off form
Own 100 None 0
Close out Signoff City approval of system and user
readiness
Own
Project Manager
100 None 0
SUPPORT: FUNCTIONAL
Activities: Deliverable = Tangible item In bold print City Role % Tyler Role %
Document the
interface
programming
performed, the
operational steps
required to run
the conversion
and the
maintenance
steps required to
keep it
operational
Interface Documentation details
what was programmed, how to run the
interface (automated or manual
initiation), and how to maintain it in
production
Participate
Technical Lead
50 Participate
Developer
50
Document the
forms
programming
performed, the
operational steps
required to use
the form and the
maintenance
steps required to
keep it
operational
Forms Documentation details what
was programmed, how to use / print
the form, and how to maintain it in
production
Participate
Technical Lead
50 Participate
Developer
50
Document the
workflow
configuration
performed, the
operational steps
required to use
the workflow and
the maintenance
steps required to
keep it
operational
(updates)
Workflow Documentation details
what was programmed to enact the
modification and how to maintain it in
production
Participate
Functional Expert
50 Participate
Developer
50
Document the Reports Documentation details what Participate 50 Participate 50
39
City Attorney Approved Version 1/30/13
reports
programming
performed, the
operational steps
required to run
the report and the
maintenance
steps required to
keep it
operational
(updates)
was programmed to develop the
report, how to run it and how to adjust
/ maintain it in production
Functional Expert Functional
Consultant
Complete all
monthly
processes in the
new system.
First Month Processing involves the
group of activities needed to be
completed on the new system on a
monthly basis. .
Own
Functional Expert
85 Advise
Functional
Consultants
15
SUPPORT: TECHNICAL
Activittei: Delhrerable = Tangible item in bold print City Role % TylerRole %
Populate Data
Conversion
Template
Database (DCT-
DB) with latest
iteration for
Production
Updated Data Conversion Template Participate
Technical Lead
Network Engineer
50 Participate
Developer
50
Conduct
Production import
of data from Data
Conversion
Template
Database (DCT-
DB) in master
Tyler database
and deliver to
City
Production System with Current
Production Data
Participate
Technical Lead
Network Engineer
50 Participate
Developer
50
On Site support
for post go live
issues and bug
fixes.
Resources on site for Go Live Participate
Project Team
25 Own
Project Manager
Developer
75
Change Requests and Changes to this Statement of Work
Either party may request, in writing, changes to this SOW that will change the project
scope. Such a request is binding on the parties only if it becomes a formal written
Change Order.
The change control procedure is as follows:
a) Either Tyler or the City management may propose a change by written submittal
of a Change Request to the other party.
b) The other party has five (15) business days (or as mutually agreed upon) to
determine whether it agrees to the Change Request.
c) If both parties agree to the Change Request, the change will become a Change
Order documented and signed by both parties.
City Attorney Approved Version 1/30/13
40
d) If agreement to pursue a Change Order does not occur in fifteen (15) business
days ofthe initiation ofthe Change Request (or as mutually agreed upon), it is
assumed that the Change Request has been rejected.
e) There shall be no oral Change Order(s).
f) All Change Requests must be approved by the City amendment process.
4 Scope Clarification & Miscellaneous Items
4.1 Installation Services
The following steps will be performed by Tyler staff.
a) Installation & Initial Data Migration of Licensed Software, as defined in the PSM
Agreement, for Development and Test environments
a. Install SQL Server Database (City of Carlsbad will purchase and install the
hardware)
b. Install Licensed Software for Application Server and Web Server(s)
b) Licensed Software System Admin training
c) Installation & Data Migration of Production environment
d) Final Data Roll and Go Live
e) Create copy of production environment to Disaster recovery instance
4.2 Requirements
a) Out of Box statements as provided in the RFP requirements list
4.3 Reporting
a) Standard reports will be provided
b) 20 custom reports will be created as identified in planning
4.4 Workflow
a) Workflow Model training, testing and assistance will be provided as needed
b) As built workflow documents will be created post configuration
4.5 Interfaces
a) Interface to the core cashiering system
b) Interface to the enterprise content management system
c) Interface to the customer relationship management system
4.6 Data Conversion
One ofthe more difficult aspects of software transition revolves around data conversion.
Optionally, data can be entered into a new system manually but the time, expense and
accuracy ofthis method falls short of most project requirements. Automating the
process through the use of custom written code is faster, less expensive and more
accurate but creates friction points between vendor and customer.
The following criteria are applied to Data Conversion:
City Attorney Approved Version 1/30/13
41
Data Format
The Customer must provide data to Tyler in the Data Conversion Template Database
(DCT-DB) structure. Providing data in this format will ensure that data is properly
imported into the system. Data not provided in this structure will not be considered for
import.
Data scrubbing/cleansing
Any data scrubbing should be done by the customer prior to populating the DCT-DB.
Data scrubbing and cleansing is not included in the Tyler proposal.
Required Fields
There are certain fields in the Tyler software which are required fields, and we cannot
write records to the Tyler master DB without populating these columns. Sometimes,
these required fields will not be available in the legacy source data, so a simple default
value can be written to the DCT-DB to fulfill the NOT NULL constraint.
Custom Fields
Most legacy systems will have some attribute fields that are not specified in the
corresponding master table within DCT-DB. In the Tyler software, we will refer to these
as custom fields. Within each module, there will be a child table for such custom fields.
Since these are specific to the legacy system(s), the Customer may add columns to
these tables in DCT-DB to accommodate any needed custom fields in the migration.
Parsing data
Address Data: Tyler does not parse out address information for optimization
purposes. Rather the customer is responsible to deliver the address information
in the requested (preferred format). Tyler will import the address data delivered
(format) and map the fields to the best possible location in the Tyler system.
Tyler is not responsible for cleanup of inconsistent addressing.
Phone Numbers: Phone numbers are imported in the format in which the data is
delivered to Tyler. Tyler is not responsible for cleanup of inconsistent numbering
or sequencing.
Individuals / Names: Individual names are imported in the format in which the
data is delivered to Tyler. Tyler is not responsible for parsing out single name
fields into First, Last, Middle, Company, etc.
Contacts Data: If contact data is not keyed in such a way that each instance of a
person has one, and only one, contact record (the record with all of their
attributes such as name, address, company, phone, etc.) in the data source, then
the contacts associated with a record will typically be imported into a general
information tab rather than into the Tyler Enterprise Contacts Manager.
City Attorney Approved Version 1/30/13
42
Business-Specific Rules
Business specific rules are handled in the software configuration process and cannot
typically be mapped within the Data conversion process. This includes but is not limited
to Tyler Intelligent Objects and Tyler Case Workflows
Calendars & Scheduling
Tyler software can import scheduled hearings and meeting details; however any data
residing on an actual calendar control is excluded from the scope ofthe data
conversion.
4.7 Escalation Procedures
The City and Tyler should anticipate challenging issues to arise throughout the
implementation process due to the complex magnitude of this project. In order for
challenging issues to be remedied in a timely fashion, the City and Tyler will utilize the
following Escalation Procedure:
All communication regarding the project should be directed to Tyler s Project Manager
and the City's Project Manager in order to maintain consistent communication between
the parties. Scheduled weekly meetings will be maintained between the Tyler project
team and the City's Project Team.
All issues or concerns will be discussed actively and openly between Tyler's Project
Manager and the City's Project Manager.
If issues begin to interfere with the progression ofthe implementation project, the City
and/or Tyler should escalate challenges to Tyler management in the sequence below,
as needed:
Chris Therrien 888-355-1093x3105 Chris.Therrien@tylertech.com
Mark Beverly 888-355-1093x3100 Mark.Beverly@tylertech.com
Dane Womble 806-791-8200 Dane.Womble@tylertech.com
Escalation to CITY management Team should be as follows:
Tina Steffan - Chief Technology
Officer
760-602-
2450
Tina.steffan@carlsbadca.gov
Glen Van Peski - CED Director 760-602-
2783
Glen.VanPeski@carlsbadca.gov
4.8 Acceptance Process
The following standards will be utilized to govern the acceptance of deliverables:
• Tyler and the City will agree on all deliverables and scheduled completion dates
identified in the SOW.
• All deliverables shall be subject to City review and approval prior to acceptance
43
City Attorney Approved Version 1/30/13
and payment.
• Except as the parties othenwise agree, the City will have ten (10) business days
to review each deliverable document.
• The City is responsible for reviewing and approving each deliverable with an
agreed upon turnaround time as included in the project plan. Ifthe City requires
revisions, Tyler will receive written notification of the changes and have five (5)
business days to implement the changes.
• Tyler shall not change a deliverable that has been accepted by the City without
written approval ofthe City.
• A process for identifying and correcting errors shall be included in the response.
• No payments will be made for deliverables not fully accepted by the City.
• The City and Tyler will follow the deliverable sign-off approach set forth below,
which will govern the payment schedule set forth at Exhibit C.
Acceptance must be based on completed deliverables. The deliverables of each stage
of a project provide the basic criteria by which to grant acceptance of a stage.
a) The document deliverables must be 100% complete prior to acceptance.
1. Initial Draft = 25% complete (document framework is created)
2. In Progress = 50% complete (being updated by the project team
members)
3. Final Draft =75% complete (final edits made and ready for signatures)
4. Approved = 100% complete (appropriate approvers have signed off
the document)
b) The Licensed Software deliverables must be fully installed modules with no
Defects, as defined in the PSM Agreement.
c) The data migration deliverables must be converted data and correctly updated
to the new system standards with validated reports ofthe migration.
1. The City has correctly identified the data needed for migration
2. Data hygiene has been confirmed
3. Data migration has been executed
4. Data validation reporting has occurred and there are no no severity or
priority one defects in the migrated data. Reports will consist of screen
shots of data in the correct fields, as well as table volume data and any
other validation documentation.
d) The workflow deliverables will be considered complete once the "to be" process
flows have been applied into the system and testing confirms the workflow to be
functioning properly. "As Built" workflow documentation will be provided to the
City.
1. The City will provide as is workflows to Tyler
2. Tyler will train the City on workflows configuration in the system and
apply industry standard improvements to the workflow
3. The City and Tyler will create the workflows in the system
4. The City and Tyler will test the workflows for correctness.
5. An approved workflow will have test results with no priority one defects
City Attorney Approved Version 1/30/13
44
As deliverables are completed, Tyler shall provide the City with a Signoff Form to
formalize completion of the work. The Signoff Form is subsequently signed by two of
the three core project management team members, and faxed or emailed to Tyler .
Timely and honest acceptance is required to maintain project momentum. Failure to
properly establish acceptance criteria or failure to accept a properly completed stage
will cause delays in the project.
City Attorney Approved Version 1/30/13
45
Exhibit C
Milestone Payment Schedule for Services
Upon sign-off of a deliverable according to the process set forth In Exhibit B, Tyler shall
invoice the City the corresponding amount(s) set forth below, on no more often than a
monthly basis:
3.1 PLAN TOTAL: 3.1 PLAN $22,440
Deliverables Payment
1. Kick-off Phone Call $1,122
2. Project Plan - High Level $1,122
3. Project Plan - Detailed $1,122
4. Initial Issues/Risk Log $1,122
5. Budget Plan $1,122
6. Communication Plan $1,122
7. Weekly project team meetings $1,122
8. Risk Log $1,122
9. Planning Stage Sign Off form $1,122
10. Technical Planning Summary $1,122
11. Hardware Specifications Documentation $1,122
12. Data Conversion Template $1,122
13. List of identified databases $1,122
14. Signed VPN authorization forms $1,122
15. Workstation Requirements list $1,122
16. GIS requirements list $1,122
17. Context Diagrams $1,122
18. Standard Consulting Manuals $1,122
19. Configuration collection templates $1,122
20. 3.1 Complete $1,122
City Attorney Approved Version 1/30/13
46
3.2.1 INITIATE TOTAL:
$69,960
Deliverables
1. City approval of solution design $4,664
2. Assess & Define Signoff Form $4,664
3. Development Installation $4,664
4. HW and Environment Setup $4,664
• DEV/TESTS Environment
• PRODUCTION Environment
5. Technical Specifications for GIS $4,664
6. Security setup $4,664
7. Data Conversion Specifications documents for: $4,664
• Permits Plus
• License Track
8. Functional Specifications document $4,664
9. TO BE Workflows $4,664
10. Initial Training Session $4,664
11. Security Configuration setup $4,664
12. Training Plan $4,664
13. GIS services connected/delivered $4,664
14. Final Workflow Configuration Gap List $4,664
15. 3.2.1 Complete $4,664
3.2.2 INITIATE TOTAL:
$42,000
Deliverables
1. Initial Data Migration $8,400
2. Final Integration Development estimate and accompanying
Change Order (if necessary) $8,400
3. Integrations: $8,400
• Core cashiering
FileNet/Enterprise Content Management
* Customer Relationship Management
4. API connections setup $8,400
5. 3.2.2 Complete $8,400
47
City Attorney Approved Version 1/30/13
3.2.3 INITIATE TOTAL: 3.2.3 INITIATE $25,000
Deliverables
1. Test Plans $6,250
2. Top 20 Reports Development $6,250
Finalize List of Custom Reports / Output Documents to be
developed
3. Final List of Reporting Specifications $6,250
4. 3.2.3 Complete $6,250
3.3 EXECUTE TOTAL:
$126,600
1. Process/Parallel Test Plan $5,500
2. Test Scripts $5,500
3. Testing Results and Bug Tracking logs $5,500
4. Cutover Strategy Document with Contextual Diagram $5,500
5. City approval of configuration quality $5,500
6. System Configuration, Build Specifications and Build Signoff
Forms $5,500
7. Fully configured, system report $5,500
8. Completed data conversion documentation $5,500
9. Tested results for Georules
Test results for Security set up
10. File of data to be converted. $5,500
11. Converted Data Report with Master database ready for
conversion $5,500
12. Test Results document ofthe data conversion $5,500
13. Test results document of integration $5,500
14. Testing environment available $5,500
15. Production environment ready for Go Live $5,500
16. Fully configured workflows $5,500
17. Development Test results for all functions $5,500
18. Custom Reports $5,500
19. Test Results DMS/Enterprise Content Management
Integration $5,500
Test Results Core Integration
Test Results Customer Relationship Management Integration
20. Completed Training Plan $5,500
21. Training Schedule $5,500
22. City-specific Training Materials $5,500
23. 3.3 Complete $5,600
48
City Attorney Approved Version 1/30/13
3.4 CONFIRM $47,000
1. Updated Cutover Plan $2,350
2. City approval of system and user readiness $2,350
3. User Training Signoff Forms $2,350
4. Internal Testing, System Acceptance, User Training stages;
provide executed Sign Off forms $2,350
5. End User Test Script results $2,350
6. Data Validation reports $2,350
7. Interface Test results $2,350
8. Forms Test results $2,350
9. Reports Test results $2,350
10. Workflow Test results $2,350
11. Process/Parallel Test $2,350
12. Final Configuration (As Built) Documentation $2,350
13. Tester training results $2,350
14. End User Training Results $2,350
15. Cut Over Spreadsheet $2,350
16. Ramp Down Confirmation $2,350
17. Cut Over Confrimation $2,350
18. Ramp Up Confirmation $2,350
19. Smoke Test Results $2,350
20. 3.4 Complete $2,350
3.5 SUPPORT $33,000
1. Closeout Review Confirmation $3,000
2. Production & Production Support Signoff Form $3,000
3. City approval of system and user readiness $3,000
4. Interface Documentation $3,000
5. Forms Documentation $3,000
6. Workflow Documentation $3,000
7. Reports Documentation $3,000
8. Updated Data Conversion Template $3,000
9. Production System with Current Production Data $3,000
10. Resources on site for Go Live $3,000
11. 3.5 Complete $3,000
49
City Attorney Approved Version 1/30/13
Software Modifications (Due upon delivery)
F-021 - Limit on Credit Card Payments $2,500
F-022 - Ability to include a pay by check - by fees calc $2,500
1-013 - Provide a mechanism for communicating est time of arrival
via IVR $500
DC-008 - ECM project attachments $3,750
ADD - 010 - (CASS) Addressing Validation $20,000
Services Total
Payments $395,250
Estimated Travel Budget (estimated 38 trips, billed as incurred) $64,600
Total Payments (including estimated travel) $459,850
50
City Attorney Approved Version 1/30/13
Exhibit D
Business Travel Policy Summary
1. 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
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
City Attorney Approved Version 1/30/13
51
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.
3. 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. Ifthe 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.
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
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 Lunch and dinner
City Attorney Approved Version 1/30/13
52
CERTIFICATE OF SECRETARY OF
TYLER TECHNOLOGIES, INC.
The undersigned, being the duly elected and qualified Secretary of Tyler Technologies,
Inc., a Delaware corporation, hereby certifies on behalf of Tyler Technologies that:
1. Attached hereto is a tme, correct, and compiete copy of resolutions duly
adopted by the Executive Committee of the Board of Directors of Tyler
Technologies, Inc.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary on behalf of Tyler to be effective as of the date set forth below.
TYLER TECHNOLOGIES, INC.,
a Delaware corporation
Name: H. LynnMoore, Jr.
Title: Secretary
Date: November 19, 2013
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
TYLER TECHNOLOGIES, INC.
WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies,
Inc., a Delaware corporation ("Tyler"), deems it to be in the best interests of Tyler's
Local Government Division (the "Tyler Division") to authorize certain individuals to
enter into contracts on behalf of the Tyler Division and Tyler;
RESOLVED, that the following persons are hereby authorized to enter into
contract(s) in the name and on behalf of the Tyler Division and Tyler (including, without
limitation, contract(s) for the license, lease, sale, and provision of goods and services)
without regard to the dollar value of such contract(s):
Dustin R. Womble
Brett Cate
Dane Womble
Janet Joiner
Sandy Peters
RESOLVED, that foregoing authorization shall continue until revoked; provided,
however, that it will automatically terminate with respect to each named person on such
date as such person is no longer employed by Tyler;
RESOLVED, that each officer of Tyler is hereby authorized and directed, in the
name and on behalf of Tyler, to do or cause to be done any and all things, and to execute,
deliver, and file and all such other agreements, amendments, instruments, certificates,
waivers, documents, and papers that any of them deem necessary or advisable to carry
into effect the purposes and intent of the foregoing resolutions and to consummate the
transactions contemplated thereby.
PRODUCT AND SERVICE MAINTENANCE AGREEMENT
THE CITY INFORMATION
ORGANIZATION
FULL LEGAL
NAME:
The City of Carlsbad, California ADDRESS: 1635 Faraday Avenue,
Carlsbad, CA 92008
CONTACT NAME: Mike Peterson TELEPHONE: 760-602-2721
EMAIL: mike.peterson(gcarlsbadca.gov FAX: 760-602-8555
OVERVIEW OF AGREEMENT
This document (the "Agreement") consists of this cover page, the General Terms, and the
following Schedules and Exhibits (check all applicable Schedules)
Schedule A: Licensed Software
Schedule B: MyGovPayA/irtual Pay
Schedule C: Maintenance and Support
Exhibit 1: Investment Summary
Exhibit 2: Support Call Process
txmiStrS
AGREEMENT
This agreement ("Agreement") is made this day of AǤttst, 2014 ("Effective Date") by
and between Tyler, a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas
79414 ("Tyler") and City of Carlsbad, a municipal corporation with offices at 1635 Faraday
Avenue, Cartsbad, CA 92008 ("City").
WHEREAS City selected Tyler to furnish, deliver, install and implement the products and
services set forth in the investment summary attached hereto as Exhibit 1 ("Investment
Summary");
NOW THEREFORE, in consideration of the foregoing and ofthe mutual covenants and
promises set forth herein, Tyler and City agree that Tyler shall provide products and services,
and City shall pay prices, as set forth in this Agreement.
1. DEFINITIONS
For the purposes of interpreting this Agreement, the following terms will have the following
meanings:
a) "Agreement" means this Product and Service Maintenance Agreement, inclusive of all
Schedules and Exhibits.
b) "Available Download Date" means the date Tyler makes the Licensed Software
available to the City for downloading.
c) "Licensed Software" means the software products created or licensed by Tyler that are
identified in the Investment Summary and that are licensed (or sublicensed) to the City
by Tyler in connection with this Agreement, and/or which are in the future provided to the
City by Tyler under an amendment to this Agreement.
d) "Maintenance and Support" means the services set out in Schedule C and Exhibit 2.
e) "Support and Maintenance Start Date" means the eartier of (i) ninety (90) days of
after use of the Licensed Software in live production; or (ii) one (1) year from the
Available Download Date.
2. LICENSE AND MAINTENANCE TERM
Upon the Effective Date, Tyler grants to the City a non-exclusive, non-transferable, royalty-free,
revocable license to use the Licensed Software and documentation provided in or with the
Licensed Software ("Documentation") for City's internal business purposes only and otherwise
subject to the terms and conditions of this Agreement. This license is revocable by Tyler if the
City fails to comply with the terms and conditions ofthis Agreement, including without limitation,
the City's failure to timely pay the Licensed Software fees in full. Upon the City's payment in full
for the Licensed Software fees, this license will become irrevocable, subject to the restrictions
on use and other terms set forth in this Agreement. All other terms related to City's license of
the Licensed Software are set forth in Schedule A.
To the extent the City purchases MyGovPayA/irtual Pay and/or IVR, additional terms and
conditions related to those applications are set forth at Schedule B.
Maintenance and Support is provided according to the terms set forth in this Agreement,
including its Schedule C, as ofthe Available Download Date and continuing through the Support
and Maintenance Start Date. Thereafter, Maintenance and Support will automatically renew for
additional one (1) year terms, unless terminated in writing by either party at least fifteen (15)
days prior to the end ofthe then current term, and as otherwise detailed in Schedule C.
3. PAYMENT TERMS
a) Taxes and Other Charges. The City will pay all shipping & handling costs and, unless
exempted by law and unless a valid tax exemption certificate has been provided to
Tyler prior to invoicing, all applicable sales, use, withholding and excise taxes, and any
other assessments against the City in the nature of taxes, duties or charges however
designated on the Licensed Software or Maintenance and Support or their license or
use, on or resulting from this Agreement, exclusive of taxes based on the net income of
Tyler. Sales and any other applicable taxes, duties, or any other charges in the nature
of taxes and duties are not included unless specifically identified as line items in the
Investment Summary.
b) Currency. Unless othenwise indicated in the Investment Summary, all prices are in U.S.
currency.
c) Delivery. Delivery of the Licensed Software will be deemed to have occurred F.O.B.
origin, which in the case of Licensed Software will typically be in the form of an email
from Tyler providing a FTP (i.e. file transfer protocol) downloadable link.
d) Invoices/Payment. Tyler will provide invoices to the City for all amounts owing by the
City hereunder, in the amounts set forth in Exhibit 1 and on the terms set forth in
Schedules A and C.
e) Additional Licensed Software. If the City desires to purchase additional Licensed
Software, it may do so at the rates set forth in the Investment Summary at Exhibit 1 for
two (2) years from the Effective Date. Thereafter, Licensed Software will be made
available at Tyler's then current rates.
4. INDEMNIFICATION
a) Tyler agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including reasonable attorney's fees arising out ofthe performance ofthe Maintenance
and Support described herein directly caused by any negligence, recklessness, or willful
misconduct of the Tyler, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
b) The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this
section, and that this section will survive the expiration or early termination of this
Agreement.
c) Tyler shall defend and indemnify the City against any claim by an unaffiliated third party
of this Agreement that the Licensed Software, if used within the scope of this
Agreement, directly infringes that party's registered United States patent, copyright or
trademark issued and existing as of the Effective Date or as of the distribution date of a
release to the Licensed Software, and will pay the amount of any resulting adverse final
judgment issued by a court of competent jurisdiction or of any settlement made by Tyler
in writing.
i) City's Obligations. Tyler obligations in this section are contingent on the City
performing all of the following in connection with any claim as described herein:
(1) Promptly notifies Tyler in writing of any such claim;
(2) Gives Tyler reasonable cooperation, information, and assistance in
connection with the claim; and
(3) Consents to Tyler's sole control and authority with respect to the defense,
settlement or compromise ofthe claim.
ii) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the
claim of infringement or an adverse final judgment rendered by a court of
competent jurisdiction results from:
(1) City's use of a previous version ofthe Licensed Software and the claim would
have been avoided had the City used the current version ofthe Licensed
Software;
(2) The City's combining the Licensed Software with devices or products not
provided by Tyler;
(3) The City's use of the Licensed Software in applications, business
environments or processes for which the Licensed Software was not
designed or contemplated, and where use ofthe Licensed Software outside
such application, environment or business process would not have given rise
to the claim;
(4) Corrections, modifications, alterations or enhancements that the City made to
the Licensed Software and such correction, modification, alteration or
enhancement is determined by a court of competent jurisdiction to be a
contributing cause of the infringement;
(5) Use of the Licensed Software by any person or entity other than the City or
the City's employees; or
(6) The City's willful infringement, including the City's continued use of the
infringing Licensed Software after the City becomes aware that such
infringing Licensed Software is or is likely to become the subject of a claim
hereunder.
iii) Remedy.
(1) In the event the Licensed Software is, by a court of competent jurisdiction,
finally determined to be infringing and its use by the City is enjoined, Tyler
will, at its election:
(a) Procure for the City the right to continue using the infringing Licensed
Software; or
(b) Modify or replace the infringing Licensed Software so that it becomes
non-infnnging.
(2) The foregoing states Tyler's entire liability and the City's sole and exclusive
remedy with respect to the subject matter hereof.
5. INSURANCE
Tyler will obtain and maintain for the duration ofthe Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or
in connection with performance of the Maintenance and Support by Tyler or Tyler's agents,
representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key rating of not less than "A-: Vll". OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X".
a) Coverage's and Limits. Tyler will maintain the types of coverage's and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These
minimum amounts of coverage will not constitute any limitations or cap on Tyler's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be carried
by Tyler pursuant to this Agreement are adequate to protect Tyler. If Tyler believes that
any required insurance coverage is inadequate, Tyler will obtain such additional
insurance coverage, as Tyler deems adequate, at Tyler's sole expense.
i. Commercial General Liability Insurance. $1,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. Ifthe
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the Maintenance and Support, or the general aggregate will be
twice the required per occurrence limit.
ii. Automobile Liability. If the use of an automobile is involved for Tyler's work for
City). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
iii. Workers' Compensation and Employer's Liability. Workers' Compensation limits
as required by the California Labor Code. Workers' Compensation will not be
required if Tyler has no employees and provides, to City's satisfaction, a
declaration stating this.
iv. Professional Liability. Errors and omissions liability appropriate to Tyler's
profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
b) Additional Provisions. Tyler will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
i. The City will be named as an additional insured on Tyler's Commercial General
Liability policy, which shall provide primary coverage to the City.
ii. Tyler will obtain occurrence coverage, excluding Professional Liability, which will
be written as claims-made coverage.
c) Providing Certificates of Insurance and Endorsements. Prior to the City's execution of
this Agreement, Tyler will furnish certificates of insurance to the City. Upon the Effective
Date, Tyler will furnish the required endorsements.
d) Failure to Maintain Coverage. This insurance will be in force during the life of the
Agreement and any extensions of it and will not be canceled without thirty (30) days prior
written notice to City sent by certified mail pursuant to the Notice provisions of this
Agreement. If Tyler fails to maintain any of these insurance coverages, then City will
have the option to declare Tyler in breach of this Agreement.
6. BUSINESS LICENSE
Tyler will obtain and maintain a City of Cartsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
7. ACCOUNTING RECORDS
Tyler will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable as relating to the City's license ofthe Licensed
Software and receipt of Maintenance and Support. Tyler will allow a representative of the City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Tyler will allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
8. NOTICES
The name ofthe persons who are authorized to give written notices or to receive written notice
on behalf of the City and on behalf of Tyler under this Agreement are set forth below:
For City For Tyler
Name Glen Van Peski Name Brett Cate
President, Local Government
Title Director Title Division
Community & Economic
Department Development Address 5519 53^''Street
City of Cartsbad Lubbock, TX 79414
Address 1635 Faraday Ave. Phone No. 806-791-8200
Cartsbad, CA 92008 Email Brett.Cate(gtylertech.com
Phone No. 760-602-2783
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
All notices or communications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
a. Actually received,
b. Upon receipt by sender of a certified mail, return receipt signed by an
employee or agent ofthe party,
c. Upon receipt by sender of proof of email delivery, or
d. If not actually received, ten (10) days after deposit with the United States Postal
Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the respective other party at the address
set forth in this Agreement or such other address as the party may have
designated by notice or Agreement amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by
the intended receiving party of a new address will be borne by the intended receiving party.
9. WARRANTY
For the purposes of this Agreement, a "Defect" is defined as a failure of the Licensed Software
to substantially conform to the then current specifications and the functional descnptions of the
Licensed Software in Tyler's written proposal to the City. In the event of conflict between the
aforementioned documents, the then current specifications will control. The Licensed Software
is "Defective" if it contains a Defect. For as long as a current Maintenance and Support
Agreement is in place, Tyler warrants that the Licensed Software will not contain Defects. If the
Licensed Software does not perform as warranted, Tyler will use reasonable efforts, consistent
with industry standards, to cure the Defect in accordance with Tyler's then current support call
process. Tyler's current support call process is provided at Exhibit 2.
10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
a) SPECIFIC EXCLUSION OF OTHER WARRANTIES. THE EXPRESS WARRANTIES
SET OUT IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, AND
THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
GUARANTEES OF ANY KIND WHATSOEVER APPLICABLE, EITHER EXPRESS OR
IMPLIED BY LAW (IN CONTRACT OR TORT OR OTHERWISE) OR CUSTOM,
INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY,
FITNESS FOR PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE,
DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE ABOVE, TYLER
DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED
HEREUNDER WILL MEET THE REQUIREMENTS OF THE CITY OR THAT THE
OPERATION OF PRODUCTS PROVIDED HEREUNDER WILL BE FREE FROM
INTERRUPTION OR ERRORS.
b) RESTRICTIONS ON WARRANTY. TYLER HAS NO OBLIGATION TO REPAIR OR
REPLACE PRODUCTS DAMAGED BY EXTERNAL CAUSE OR THROUGH THE
FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN TYLER.
c) NO INDIRECT DAMAGES. IN NO EVENT WILL TYLER BE LIABLE TO THE CITY OR
TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR
TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST
PROFITS, LOST SAVINGS, LOST DATA, LOSS OF USE OF INFORMATION OR
SERVICES, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
d) LIMITATION OF LIABILITY. Tyler's liability for damages and expenses arising out of
this Agreement, whether based on a theory of contract or tort, including negligence and
stnct liability, will be limited to the Licensed Software and Maintenance and Support fees
set forth in the Investment Summary (Exhibit 1) and paid by the City. Such fees reflect
and are set in reliance upon this limitation of liability.
11. CONFLICT OF INTEREST
In the event Tyler maintains a corporate office in the City, and upon the City's request, Tyler
shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements
of the City of Cartsbad Conflict of Interest Code and the California Conflict of Interest provisions
at Section 18700 ef sec/, ofthe California Code of Regulations. Tyler shall report investments or
interests in all four categories.
12. GENERAL COMPLIANCE WITH LAWS
Tyler will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Tyler, or in any way affect the performance of
the Maintenance and Support by Tyler. Tyler will at all times observe and comply with these
laws, ordinances, and regulations and will be responsible for the compliance of Tyler's
Maintenance and Support with all applicable laws, ordinances and regulations.
Tyler will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986 and
will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
13. DISCRIMINATION AND HARASSMENT PROHIBITED
Tyler will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
14. INVOICE DISPUTES
In the event the City believes the Licensed Software or Maintenance and Support do not
conform to warranties in this Agreement, the City will provide written notice to Tyler within fifteen
(15) calendar days of receipt ofthe applicable invoice. The City is allowed an additional fifteen
(15) calendar days to provide written clarification and details. Tyler will provide a written
response to the City that will include either a justification of the invoice or an adjustment to the
invoice. Tyler and the City will develop a plan to outline the reasonable steps to be taken by
Tyler and the City to resolve any issues presented in the City's notice to Tyler. The City may
only withhold payment of the amount actually in dispute until Tyler completes its action items
outlined in the plan. Notwithstanding the foregoing, if Tyler is unable to complete its actions
outlined in the plan because the City has not completed its action items outlined in the plan, the
City will remit full payment of the invoice. Any invoice not disputed as descnbed above will be
deemed accepted by the City. Tyler reserves the right to suspend delivery of all services in the
event the City fails to pay an invoice not disputed as described above within sixty (60) calendar
days of receipt of invoice.
15. DISPUTE RESOLUTION
If a dispute should arise regarding the Licensed Software or Maintenance and Support, the
following procedure will be used to resolve any questions of fact or interpretation not othenwise
settled by agreement between the parties (a "Dispute"). Representatives of Tyler or City will
reduce such Dispute to writing. A copy of such Dispute will be forwarded to the non-disputing
party, along with recommended methods of resolution. The representative receiving the Dispute
letter will reply to the letter within ten (10) business days, which reply will include acceptance of,
or proposed alternatives to, the recommended method(s) of resolution. Once the parties agree
to a resolution plan, that plan shall be executed in a timely, commercially reasonable fashion. If
the Dispute fails to resolve to the reasonable satisfaction of the disputing party, then the
disputing party may protect its nghts and pursue its remedies in a court of competent
junsdiction, as set forth below in Section 20(c). Nothing herein shall prevent either party from
seeking injunctive or equitable relief pending the dispute resolution procedure.
16. TERMINATION
Termination for Cause. In the event of Tyler's failure to deliver the Licensed Software or
perform Maintenance and Support according to the terms ofthis Agreement, the City may
terminate this Agreement for nonperformance in the event Tyler does not cure that
nonperformance within at least thirty (30) days' notice from the City ofthe alleged
nonperformance, which notice shall be delivered to Tyler by certified mail. Tyler has five (5)
business days from the effective date of termination to mail any documents City provided Tyler
in connection with the Services. Upon such termination. City shall pay Tyler for all undisputed
Licensed Software or Maintenance and Support delivered through the effective date of
termination. Payment for disputed Licensed Software or Maintenance and Support shall be
determined according to the Dispute Resolution process set forth above.
Termination for Convenience. Either party, upon tendering thirty (30) days written notice to the
other party may, terminate this Agreement for convenience. Tyler has five (5) business days
from the effective date of termination to mail any documents City provided Tyler in connection
with the Licensed Software or Maintenance and Support. Upon such termination. City shall pay
Tyler for all Licensed Software or Maintenance and Support through the effective date of
termination. The City shall not be entitled to a refund or offset of previously paid fees.
17. COVENANTS AGAINST CONTINGENT FEES
Tyler warrants that Tyler has not employed or retained any company or person, other than a
bona fide employee working for Tyler, to solicit or secure this Agreement, and that Tyler has not
paid or agreed to pay any company or person, other than a bona fide employee, any fee,
commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or
resulting from, the award or making of this Agreement. For breach or violation of this warranty,
City will have the right to annul this Agreement without liability, or, in its discretion, to deduct
from the Agreement price or consideration, or othenwise recover, the full amount of the fee,
commission, percentage, brokerage fees, gift, or contingent fee.
18. CLAIMS AND LAWSUITS
Tyler acknowledges that if a false claim is submitted to City, it may be considered fraud and
Tyler may be subject to criminal prosecution. Tyler acknowledges that California Government
Code sections 12650 et seq., the False Claims Act, applies to this Agreement, and provides for
civil penalties where a person knowingly submits a false claim to a public entity. These
provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's
fees. Tyler acknowledges that the filing of a false claim may subject Tyler to an administrative
debarment proceeding as the result of which Tyler may be prevented to act as a Tyler on any
public work or improvement for a period of up to five (5) years. Tyler acknowledges debarment
by another jurisdiction is grounds for City to terminate this Agreement.
19. CONFIDENTIALITY
Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure
of such information could violate the privacy rights of individuals and entities. Each party agrees
that it shall not disclose any confidential information ofthe other party and further agrees to take
appropnate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement for a
penod of two (2) years. This obligation of confidentiality will not apply to information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or othen/vise,
except by breach ofthis Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to Freedom of Information Act requests or similar requests under California
law, only to the extent disclosure is based on the good faith written opinion of the
receiving party's legal counsel that disclosure is required by law: provided, however,
that that receiving party shall give prompt notice of the service of process or other
documentation that underties such requirement and use its best efforts to assist the
disclosing party ifthe disclosing party wishes to obtain a protective order or otherwise
protect the confidentiality of such confidential information. The disclosing party reserves
the right to obtain protective order or otherwise protect the confidentiality of its
confidential information.
20. GENERAL
a) Entire Agreement. This Agreement constitutes the complete and exclusive statement of
the agreement between Tyler and the City with respect to the subject matter hereof It
supersedes and replaces all oral or written RFPs, proposals, prior agreements, and
other prior communications between the parties concerning the subject matter of this
Agreement. This Agreement may not be modified or altered except by wntten instrument
duly executed by both parties.
b) Force Majeure. "Force Majeure" is defined as an event beyond the reasonable control
of a party, including governmental action, war, not or civil commotion, fire, natural
disaster, labor disputes, restraints affecting shipping or credit, delay of carriers,
inadequate supply of suitable matenals or any other cause which could not with
reasonable diligence be foreseen, controlled or prevented by the party. Neither party
shall be liable for delays in performing its obligations under this Agreement to the extent
that the delay is caused by Force Majeure. Force Majeure will not be allowed unless:
i. Within ten (10) business days of the occurrence of Force Majeure, the party
whose performance is delayed thereby provides the other party or parties with
written notice explaining the cause and extent thereof as well as a request for a
time extension equal to the estimated duration ofthe Force Majeure events.
ii. Within ten (10) business days after the cessation of the Force Majeure event, the
party whose performance was delayed provides the other party written notice of
the time at which Force Majeure ceased and a complete explanation of all
pertinent events pertaining to the entire Force Majeure situation.
iii. Either party will have the right to terminate this Agreement if Force Majeure
suspends performance of scheduled tasks by one or more parties for a penod of
one hundred-twenty (120) or more days from the scheduled date of the task.
This paragraph will not relieve the City of its responsibility to pay for Licensed
Software or Maintenance and Support delivered to the City prior to the effective
date of termination.
c) Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the
State of California, without giving effect to the conflict of law's provisions thereof Neither
the United Nations Convention of Contracts for the International Sale of Goods nor the
Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal
action or proceeding relating to this Agreement shall be instituted only in any state or
federal court in San Diego County, California.
d) Non-Assignability. Neither party may assign its rights or obligations arising out of this
Agreement without the other party's prior written consent, except that Tyler may assign
this Agreement to one of its affiliates or in connection with any sale or security interest
involving all or substantially all of its assets or any other transaction in which more than
fifty percent of its voting securities are transferred. Tyler must provide notice of any such
assignment to the City as soon as legally permissible.
e) No Authority to Bind. Neither party shall incur any obligations for or in the name of the
other party, or have the authority to bind or obligate the other party. Neither party shall
make, issue or authorize any statements (whether oral or written) in contravention of the
foregoing.
f) Counterparts. This Agreement must be executed with wet, notarized signatures, which
may be provided on multiple originals, any of which shall be independently treated as an
onginal document. Any electronic, faxed, scanned, photocopied or similarly reproduced
signature on any amendment hereto shall be deemed an original signature and shall be
fully enforceable as if an original signature.
g) Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and
such provisions shall remain in full force and effect.
h) Cooperative Procurement. Only with Tyler's consent, this Agreement may be used for
permitted cooperative procurement by any public or municipal body, entity, agency or
institution. If so authorized, and in order to forego a related entity RFP or similar
competitive bidding process, the Agreement may be extended to such other entities
indicated above for the procurement of similar products and/or services provided to the
City herein, at such pricing and terms Tyler sets as appropriate for the prospective
customer, depending on the size of that customer and the timing of that purchase. If
Tyler authorizes such a cooperative procurement, entities participating in that process
shall place their own orders directly with Tyler and will fully and independently administer
their use of the Agreement to include such contractual obligations as those entities and
Tyler deem appropnate without direct administration from the City.
i) This Agreement is entered into solely for the benefit of Tyler and the City. No third party
will be deemed a beneficiary of this Agreement, and no third party will have the nght to
make any claim or assert any right under this Agreement.
j) In the event that the terms and conditions of this Agreement are not strictly enforced by
Tyler or the City, such non-enforcement shall not act as or be deemed to act as a waiver
or modification of this Agreement, nor shall such non-enforcement prevent Tyler or the
City from enforcing each and every term ofthis Agreement thereafter.
k) The City consents to use of the City's name in client lists; however, for all marketing
presentations and promotional materials. City may consent to such use of City's name
so long as Contractor provides the marketing/promotional materials to City for review
and approval. Such approvals shall not be unreasonably withheld. Notwithstanding the
foregoing, no specific details about the project shall be revealed.
I) City and Tyler have entered into a separate agreement for professional services, setting
forth the terms and conditions governing the implementation ofthe Licensed Software.
21. AUTHORIZATION
In consideration of the mutual promises and covenants contained in this Agreement, the City
and Tyler hereby agree to be bound by this Agreement. By signing below, the City
acknowledges and confirms that it has read the General Terms and all attached Schedules and
Exhibits and understands that each forms an integral part of this Agreement. The individuals
executing this Agreement and the instruments referenced in it on behalf of Tyler each represent
and warrant that they have the legal power, right and actual authority to bind Tyler to the terms
and conditions ofthis Agreement.
(Remainder of page intentionally left blank)
TYLER CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(sign here)
/lA, fuifJ.^f- //i>.0
(print name/title)
1
n here)
(print name/title)
By:
Mayor
ATTEST:
BARBARA ENGLESO
City Clerk
If required by City, proper notarial acknowledgment of execution by Tyler must be attached. If a
corporation. Agreement must be signed by one corporate officer from each ofthe following two
groups:
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowenng the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER.,,ei5LAttorney
S^. y4^/.p^T cJi^^ti^rn^
SCHEDULE A: LICENSED SOFTWARE - ADDITIONAL TERMS AND CONDITIONS
A) Tyler shall retain ownership of including all intellectual property rights in and to, the Licensed
Software and Documentation.
B) The Licensed Software is not licensed to perform functions or processing for subdivisions or
entities that were not disclosed to Tyler prior to the Effective Date.
C) The right to transfer the Licensed Software to a replacement hardware system is included in
this Agreement. City shall pay Tyler for the cost of new media or any required technical
assistance to accommodate the transfer. City shall provide advance written notice to Tyler of
any such transfer.
D) City acknowledges and agrees that the Licensed Software and Documentation are
proprietary to Tyler and have been developed as trade secrets at Tyler's expense. City shall
use best efforts to keep the Licensed Software and Documentation confidential and to prevent
any misuse, unauthorized use or unauthorized disclosure ofthe Licensed Software or
Documentation by any party.
E) The Licensed Software may not be modified by anyone other than Tyler. If City modifies the
Licensed Software without Tyler's prior written consent, Tyler's obligations to provide
Maintenance and Support on, and the warranty for, the Licensed Software will be void. City
shall not perform decompilation, disassembly, translation or other reverse engineering on the
Licensed Software.
F) City may make copies ofthe Licensed Software for archive purposes only. City shall repeat
any and all proprietary notices on any copy of the Licensed Software. City may make copies of
the Documentation for internal use only.
G) Tyler maintains an escrow agreement with an escrow services company under which Tyler
places the source code of each major release of the Licensed Software. At City's request, Tyler
will add City as a beneficiary to such escrow agreement. City will pay the annual beneficiary fee
and is solely responsible for maintaining its status as a beneficiary.
H) Payment terms:
i) Tyler shall invoice City $130,472.50 upon the Effective Date. Such amount equals
25% of the license fees for the Licensed Software.
ii) Tyler shall invoice City $313,134 on the Available Download Date. Such amount
equals 60% of the license fees for the Licensed Software.
iii) Tyler shall invoice City $78,283.50 upon the eartier of (x) the first use of a Licensed
Software in live production, or (y) one hundred eighty (180) days from the Available
Download Date. Such amount equals 15% of the license fees for the Licensed
Software.
iv) Payment is due within thirty (30) days of invoice.
SCHEDULE B: MYGOVP AY/VIRTUAL PAY - ADDITIONAL TERMS AND CONDITIONS
1. MyGovPay/VirtualPay Licensing.
Access to MyGovPay and/or Virtual Pay is hereby granted ifthe City elects to use MyGovPay or
VirtualPay, Tyler products (powered by BankCard Services Wortdwide) designed for Citizen
Users to use for processing online payments.
(a) Special MyGovPay/VirtualPay Definitions.
"BCSW" means BankCard Services Wortdwide, a Payment Card Industry (PCI)
compliant processing agent through which the Licensed Software passes credit card
transactions.
"Merchant Agreement" means the agreement between City and BCSW that provides for
the Merchant Fees.
"Merchant Fees" means direct costs levied by Visa/Mastercard/Discover or other
payment card companies for interchange fees, dues, assessments and occurrence fees,
over which Tyler has no authority.
"MyGovPay" means the Tyler product that allows members of the public to pay for City's
services with a credit or other payment card on the City's citizen-facing web portal.
"Use Fees" means the Technology Fees, Authorization Fees and Program/Convenience
Fees as listed in Use Fees Table in Section 2, titled MyGovPay/VirtualPay .
"VirtualPay" means the Tyler Product that allows the City to accept and process citizen
user's credit or other payment card using the Licensed Software.
(b) Conditions of Use. If the City elects to use MyGovPay and/or VirtualPay the following terms
apply:
(1) The City must apply for and agree to a Merchant Agreement with BCSW.
(2) The City agrees that, ifthe "Patron Paid" option is selected, Citizen Users will be
subject to Use Fees as listed in Use Fees table in Section 2.
(3) The City agrees that Use Fees are separate from and independent of Merchant
Fees.
(4) The City agrees that this Agreement does not represent any modification to the
City's Merchant Agreement with BCSA.
(5) The City agrees that Use Fees are for use on the MyGovPay/VirtualPay online
system and will not be deposited or owed to the City in any way.
(6) The City agrees that MyGovPay's and VirtualPay's ability to assess Use Fees is
dictated by the Card Associations whose rules may change at any time and for any
reason. If MyGovPay and/or VirtualPay, for any reason, are unable to process
payments using Use Fees, the City agrees that MyGovPay/VirtualPay reserves the nght
to negotiate a new prtcing model with the City for the continued use of MyGovPay and/or
VirtualPay.
2. MyGovPay/VirtualPay Use Fees.
The City agrees that the Use Fees set forth below will apply if City elects to use
MyGovPay/VirtualPay.
MyGovPay (online / card-not-present payments)**
MyGovPay (OnHne
Paynnents)
MyGovPay (Online
Payments)
+ Transactron Fee
Option 1:
Govemment Entity
Paid
2.79% $0.20
*ACH processing is available for a fee of $20 per month and $0.30 per transaction.
(Remainder of page intentionally left blank)
VirtualPay (retail card present)
VirtualPay (Retail
Payments)
Virtual Pay (Retail
Payments)
Percentage Based Fee + Transaction Fee
Option 1:
Government Entity
Paid
2.59% $0.15
3. Interactive Voice Response ("IVR").
If IVR is selected by the City and included in the pricing, the following additional terms and
conditions shall apply ofthis Agreement:
(a) Network Security. The City acknowledges that a third-party is used by Tyler to
process IVR data. The City's content will pass through and be stored on the third-party
servers and will not be segregated or in a separate physical location from servers on
which other customers' content is or will be transmitted or stored.
(b) Content. The City is responsible forthe creation, editonal content, control, and all
other aspects of content to be used solely in conjunction with the Licensed Software.
(c) Lawful Purposes. The City shall not use the IVR system for any unlawful purpose.
(d) Cntical Application. The City will not use the IVR system for any life-support
application or other cntical application where failure or potential failure ofthe IVR system
can cause injury, harm, death, or other grave problems, including, without limitation, loss
of aircraft control, hospital life-support system, and delays in getting medicate care or
other emergency services.
(e) No Harmful Code. The City represents and warrants that no content designed to
delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR
system now or in the future, shall be knowingly transmitted by the City or users.
(f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER MAKES
NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-
INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
FOR IVR.
SCHEDULE C: MAINTENANCE AND SUPPORT - ADDITIONAL TERMS AND CONDITIONS
A. Maintenance and Support Terms, Conditions, Limitations and Exclusions.
i) For as long as a current Maintenance and Support Agreement is in place, Tyler shall,
in a professional, good and workmanlike manner, perform its obligations in accordance
with Tyler's then current support call process in order to conform the Licensed Software
to the applicable warranty under this Agreement. Tyler's current Support Call Process is
provided at Exhibit 2. If the City modifies the Licensed Software without Tyler's prior
written consent, Tyler's obligations to provide Maintenance and Support on, and warrant,
the Licensed Software shall be void. Tyler reserves the right to suspend Maintenance
and Support if the City fails to pay undisputed Maintenance and Support fees within sixty
(60) calendar days of the due date. Tyler will reinstate Maintenance and Support upon
the City's payment of the overdue Maintenance and Support fees.
ii) For as long as a current Maintenance and Support Agreement is in place Tyler shall
provide the City with all releases Tyler makes to the Licensed Software that Tyler makes
generally available without additional charge to customers possessing a current Tyler
annual Maintenance and Support Agreement. Third Party Products and installation,
consulting and training services related to the new releases will be provided to the City
at Tyler's then-current rates. The City acknowledges and agrees that a new release of
the Licensed Software is for implementation in the Licensed Software as it exists without
City customization or modification. Tyler shall support pnor releases of the Licensed
Software in accordance with Tyler's then-current release life cycle policy.
iii) Maintenance and Support fees do not include installation or implementation ofthe
Licensed Software, onsite support (unless Tyler cannot remotely correct a Defect),
application design, other consulting services, support of an operating system or
hardware, and support outside Tyler's normal business hours. Out-of-scope services
may be requested through a change order or amendment to this Agreement, and will be
provided at Tyler's then current rates or as otherwise negotiated by the parties.
B. City Responsibilities.
i) The City shall provide, at no charge to Tyler, full and free access to the Licensed
Software; working space; adequate facilities within a reasonable distance from the
equipment; and use of machines, attachments, features, or other equipment necessary
to provide Maintenance and Support.
ii) Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote
connectivity tool to provide remote maintenance services. The City shall maintain for the
duration of the Agreement a high-speed Internet connection capable of connecting to the
City's PC's and server. As a secondary connectivity tool, Tyler will install a third party
secure unattended remote connectivity program which is currently Bomgar. The City will
need to provide Tyler a login account with local administrative privileges, subject to the
City's applicable security protocols. Tyler requires that the City also maintain an
alternate remote connectivity method (including VPN, if necessary) for backup
connectivity purposes. Tyler, at its option, will use the connections to assist with
problem diagnosis and resolution.
C. Payment Terms.
i) Maintenance and Support fees are invoiced annually in advance, but Year 1
Maintenance and Support fees are waived through the Support and Maintenance Start
Date. "Year 1" is understood to begin on the Available Download date, and to end on
the Support and Maintenance Start Date.
ii) Subsequent annual Maintenance and Support fees are subject to change, and will be
due on the anniversary of preceding Maintenance and Support year. Notwithstanding
the foregoing, Tyler agrees that Maintenance and Support fees will not increase by more
than five (5) percent, year over year, in Maintenance and Support years two (2) through
five (5). The City's scheduled Maintenance and Support fees through year five (5) are
set forth below:
Year 1 (beginning on Available Download Date): $93,940 (waived)
Year 2 (beginning on anniversary of Year 1): $98,637
Years (beginning on anniversary of Year 2): $103,569
Year 4 (beginning on anniversary of Year 3): $108,747
Year 5 (beginning on anniversary of Year 4): $114,184
Thereafter, Maintenance and Support fees will be payable at Tyler's then-current rates,
except as otherwise agreed to by the parties.
iii) Tyler's current fee for 24x7 support ofthe Licensed Software is $36,532, which is
payable in addition to the base rate for annual maintenance and support on the Licensed
Software. Tyler will hold that optional rate for two (2) years from the Effective Date.
iv) Payment is due within thirty (30) days of invoice.
Exhibit 1
Investment Summary
EnerGov License Purchase
1
m List Pricing/Notes/Con^ments MK/t/m
. . ^. ........ - J....... .„ ^JB^H
Permitting & Land Mgmt Suite (PLM):
Permitting, Planning, Land Use and Enforcement Processes
134 % 2,433 $ 326,022 $ 58,684
(Minimum of 10 licenses)
0-19 Licenses =$2,999/user
20-49 Licenses ^$2,749 / user plus $56,981
50-99 Licenses =$2,499 / user plus $139,451
100+Licenses =$2,249 /user plus $264,401
Unlimited Site License (enter "uni ") = $699,999
Includes a 5% discount
Licensing & Regulatory Mgmt Suite (LRM):
Business, Trade, Rental, Tax Licensing & Enforcement
Processes
Based on
Agency
Revenues /
num
licenses
(in millions S>
$ 75,000 $ 13,500
Revenue based Operation- Based on Agency Operating
Revenues / Licensing Revenues or site license whichever is
greater (not to exceed $699k).
Includes a 25% discount
Licensing & Regulatory Mgmt Suite (LRM):
Business, Trade, Rental, Tax Licensing & Enforcement
Processes
Based on
Agency
Revenues /
num
licenses 2.0
$ 75,000 $ 13,500
Revenue based Operation- Based on Agency Operating
Revenues / Licensing Revenues or site license whichever is
greater (not to exceed $699k).
Includes a 25% discount
Framework Enabling Extensions |Sv ^^^^^1 Cost/Unit S on Server/Product l^^^^^^^l
Electronic Plans Review Includes ePIan/Doc mgmt and external submission portal -
Based on Population
• Adobe Acrobat X Pro licenses not included.
Provided with Permitting and Land Management Suite
EnerGov eReviews 1 S 29,999 Included S
Includes ePIan/Doc mgmt and external submission portal -
Based on Population
• Adobe Acrobat X Pro licenses not included.
Provided with Permitting and Land Management Suite
GIS Integration
EnerGov GIS uni S 500 S 33,250 S 5,985 includes a 5% discount
Credit Card Processing
VirtualPay 1 N/A Included VirtualGov Payment System - Included with EnerGov's
Enterprise Server for Credit Card Processing
Server-Side Plugins/Additional Extensions
Intelligent Automation Agent (lAA) 1 $ 12,349 S 12,349 S 2,223
Server-side plugin for post processingand proactive event
handlingautomation.
Includes a 5% discount
Social 10 Extension 0 $ 4,999 s $ Server-side plugin for ena be ling Social Media Integration
(Facebook/rwitter)and built-in Esri mapviews
EnerGov Odata 1 $ 4,999 Included s Open Data Service
Provided with Permitting and Land IVIanagement Suite
Citizen Connected Products Cost/Unit Based on Product License / Agency Population
Citizen Access / Online Portals
Population = 109,000 * Server License
<100kpop-$24,999
>100kpop = $39,999
Includes a 5% discount/39.5% discount on Lisc and Reg Mgt
EnerGov Citizen Access Web Portal - Permitting & Land M( 1 S 22,800 $ 22,800 S 4,104
* Server License
<100kpop-$24,999
>100kpop = $39,999
Includes a 5% discount/39.5% discount on Lisc and Reg Mgt EnerGov Citizen Access Web Portal - Ucensing & Reg Mgn 1 $ 14,500 S 14,500 S 2,610
* Server License
<100kpop-$24,999
>100kpop = $39,999
Includes a 5% discount/39.5% discount on Lisc and Reg Mgt
EnerGov's Decision Engine 1 S 9,499 S 9,499 S 1,710 "must purchase CAP
Includes a 5% discount
Online Payments
My GovPay 1 N/A included VirtualGov Payment System - Included with EnerGov Citizen
Access for Online Payments
Automated Telephony Allows constituents todownload a City/County-branded
EnerGov tVR 0 S 35,999 s S Software price & Minute plan included
Mobile / Field Solutions '^^^^^^H Cost / Unit
IG Workforce Apps 30 S 949.00 $ 28,470 S 5,125
Unlimited Access to iG Apps
*users must be a named license user ofEnerGo v platform
Includes a 5% discount
Grand Total - Software onetime $ 521,890 $ 93,940
Professional Services S4*Mt8L_
Professional Implementation Services Fixed $ 249,000 Project Mgmt, Consultingand Analyst Implementation
services resources -to be billed based on deliverables
Onsite Training & Production Support Services Fixed $ 55,000 Onsite Training Services billed based on deliverables
Report Development Services Fixed $ 20,000 Report Development Hours - billed based an deliverables
Data Conversion / Integrations Fixed $ 42,000 Report Development Hours -billed based on deliverables
Travel Expenses (Weekly Onsite Trips) 38 trips $ 64,600
Not-to-Exceed, except as otherwise agreed bythe parties.
Billed monthly as incurred under Tyler's then-current
Business Travel Policy
Software Modification 1 10 S250 $ 2,500 N/A F-021 - Limit on Credit Card Payments
Software Modification 2 10 $250 $ 2,500 N/A F-022 - Ability to include a pay by check-by fees calc
Software Modification 3 2 $250 $ 500 N/A 1-013 - Provide a mechanism for communicating est time of
arrival via IVR
Software Modification 4 15 S250 $ 3,750 N/A DC-008 - ECM project attachments
Software Modification 5 SO $250 $ 20,000 N/A ADD-010-(CASS) Addressing Validation
•rand Total for Professional Services $ 459,850
Software and Professional Services Totals
Total Software $ 521,890 * Based on termsin the contract
Total Professional Services $ 459,850 * Based on terms in the contract
GRAND TOTAL (Software and Prof Servic
Total Annual Support & Maintenance annual $ 93,940
Disaster Recovery Option annual $ 20,876
Exhibit 2
Support Call Process
1. STANDARD SUPPORT SERVICES
A. SUPPORT SERVICES INTRODUCTION AND DEFINITIONS
Tyler (referred to herein as "EnerGov"), dedicates considerable time and money ensuring that
our customers have available the support services that meets or exceeds our customer's
expectation. Customer Service and Customer Support excellence permeates to every
department and every employee of EnerGov.
Customer Support is an EnerGov Support Services provides Fault and non-Fault support.
1. Fault Support
2. Non-Fault Support -
a. Enhancement Support
b. User Comfort Support
B. FAULT SUPPORT
Fault Support is needed when you are unable to perform required tasks within the EnerGov
system.
C. NON-FAULT - ENHANCEMENT SUPPORT
Enhancement Support includes the periodic updating ofthe EnerGov applications with software
updates or new version releases. Procedures for implementing new versions of software are
when the new version is issued.
D. NON-FAULT - USER COMFORT SUPPORT
User Comfort Support includes a wide variety of services included with your EnerGov Software
Support Agreement.
User Comfort Support also includes certain fee-based support. For example, the development
of completely new Crystal Reports to interact with and imbed in EnerGov, is available for a
modest fee. Other examples of fee-based support include the providing of applications or
services beyond the scope ofthe original agreement between your organization and EnerGov.
In those cases, EnerGov is happy to quote the additional costs.
2. ENERGOV'S RESPONSIBILITIES TO YOU
EnerGov is committed to providing superior support for your EnerGov system. EnerGov
Support Technicians are highly trained and intimately familiar with the EnerGov application.
Because they wor(< directly with government agencies throughout the U.S. and internationally,
they are well versed on the type ofwork accomplished by customers like you.
A. ENERGOV HELP DESK
EnerGov maintains the Help Desk in Duluth, Georgia. EnerGov support is never handled by
any "offshore" service provider. EnerGov's development team is located in the same facility as
EnerGov's Help Desk. If an issue develops requiring the assistance of the development team,
Help Desk technicians have unlimited access to those who develop and maintain the software.
All software EnerGov provides is developed "in-house."
If, in the process of diagnosing a potential EnerGov support issue, it is discovered that a
peripheral system is the cause of a fault, EnerGov will notify you so that you may contact the
support agency for that peripheral system. EnerGov cannot support or maintain any hardware
or third-party software.
B. UNLIMITED PHONE SUPPORT
Unlimited Phone Support is available during our normal support hours (7 a.m. to 8 p.m. EST,
Monday through Friday except certain holidays).
The City may make support calls from 8 p.m. to 9 p.m. EST, which will be received via a roll-
over service and transferred to Tyler's Texas-based Help Desk. Calls will be logged for the
dedicated EnerGov Help Desk in Atlanta and addressed by that team at the start of their
immediately following business day.
EnerGov phone support is available on the days and during the times that you are engaged in
your daily work assignments. When you need it, it's there. Phone support is available at
888.355.1093 then press "2" for a Customer Support Technician.
C. UNLIMITED EMAIL SUPPORT
You may send EnerGov support questions or issues to energovsupport@tylertech.com. This
account is continuously monitored during normal support hours. EnerGov's response will be
directed back to the senders email, unless a request for voice contact is made in the email and
a proper phone number is provided.
D. FREE UPGRADES
EnerGov makes available minor and major releases ofthe EnerGov software at no additional
cost to you ifyou have continuously paid for Software Support since the initial licensing ofthe
EnerGov software. If there are gaps in your Software Support, you should contact EnerGov's
Help Desk for information about becoming eligible for free upgrades. EnerGov provides direct
support for the two (2) most recent major versions of EnerGov software.
E. REMOTE SUPPORT
In the process of providing user's support there may be times when it is desirable for the
EnerGov Help Desk technician to access, through the Internet, a user's PC and view the
support needed directly from the user's desktop. EnerGov uses third-party software such as
Citrix Gotoassist or Bomgarto accomplish this. Permission is required from the user whose
desktop is being accessed before EnerGov can, or will, access the PC and the user must agree
to the installation of the small application that allows remote access. EnerGov cannot access
and is, in fact, prevented from accessing the user's PC without the user's granting that access.
F. RESPONSE TIME
EnerGov cannot guarantee a resolution time but EnerGov will work diligently to resolve all
issues and concerns as quickly as possible
3. CITY RESPONSIBILITY
A. PROVIDE NAMED "SINGLE POINT" CONTACT PERSONS
Business Contact: The Business Contact person liaises with EnerGov on issues
dealing with business and/or contractual issues. This individual typically contacts
EnerGov to make changes in the EnerGov contract, such as adding more licenses,
expanding services to include new custom reports, etc. Email and phone information
should be provided to EnerGov's Help Desk during the software implementation.
Additionally, a "backup" person should be assigned.
Technical Contact: The Technical Contact is responsible for the technical aspects of
EnerGov Product. This person liaises directly with EnerGov for all technical issues. The
Technical contact should have a minimum level of technical experience and training.
(See Appendix B.) Email and phone information should be provided to EnerGov's Help
Desk during the software implementation. Additionally, a "backup" person should be
assigned. Calls to EnerGov's Help Desk are typically made by this individual of their
backup person.
B. VPN ACCESS FOR ENERGOV SUPPORT PERSONNEL
Resolution for certain support issues may require access to the EnerGov Server located
within your agency, usually in a server room with other computers and communication
equipment. The customer should provide VPN access through the existing firewall into
the EnerGov Server. This allows the EnerGov Support Technician to make changes,
install software updates and upgrades. Once granted access, EnerGov Support
Technicians follow all security requirements you require from us.
C. HARDWARE AND OTHER SYSTEMS
The City will need to insure that the following items have been addressed. This is critical
for EnerGov to provide the highest level of support:
• Hardware should be maintained for all CPUs executing EnerGov products
• Support contracts for all third-party software (for example, operating system,
database management system, etc.) associated with EnerGov products should
be maintained. EnerGov does not support these third-party products.
• Database backups should be scheduled on a daily basis and verified that they
are successful.
4. GOLD LEVEL CUSTOMER SUPPORT - HELP DESK SUPPORT
PROCEDURES
A. FAULT SUPPORT
When reporting a fault to the Help Desk, please have all the following information
available:
A business explanation ofthe issue's severity.
Application and revision of current version.
Module or screen where fault occurred
Description of the fault, including specific steps taken to initiate the fault
Whether it is repeatable or random fault
Other data or information useful in determining resolution
Self assessment of the priority level that should be assigned to this fault (please
see Priority Levels in Appendix A)
B. "NON-FAULT" SUPPORT
Non-fault support typically has a low priority level and, depending on the request, can be
handled at a mutual time agreeable to the user and the Support Technician. Many non-fault
support questions are handled immediately. For example, "show me how to create a custom
field." In cases like these, the EnerGov Support Technician may "log into" the user's system
and provide "hands-on" instruction and direction. (Note: Requests dealing with changes in the
EnerGov configuration must come through an authorized, pre-designated individual who has
authority to make decisions regarding the EnerGov configuration).
C. ENERGOV CUSTOMER RESOURCE MANAGEMENT SYSTEM
All Help Desk Calls are logged into the EnerGov Customer Resource Management System
(CRM). This system assists in tracking detail information about all issues encountered by
EnerGov's Help Desk. This includes your questions, issues, and problems. All issues are
assigned a unique case number. Each incident contains information such as:
Case Number
Issue Type
Customer Contact Information
Account Manager
Software/Hardware involved versions, revisions, etc.
Affected Application/Transaction/Screen/Activity
Error Codes
Case Description
Severity Explanation
Priority
Status and Completion Codes
Actions (with narrative) taken
Case Resolution
Time and Date Stamping of all activity
EnerGov's assures timely escalation and status feedback. This system allows us to
identify recurring problems, report trends, and recommend system fixes or additional
training and education, as appropriate. Effective use of issue history and configuration
data enhances issue resolution and provides greater overall satisfaction with the
EnerGov products.
D. ESCALATION
Fault reporting and other Help Desk requests are addressed in accordance with their
associated priority levels (See Appendix A). EnerGov relies on you to fully explain the
severity and impact on your business to properly set realistic priority levels on all issues.
EnerGov Help Desk Technicians are highly trained, both technically and operationally on
the EnerGov applications. Most Help Desk calls are resolved effectively and efficiently.
In the event a fault is reported that the Help Desk Technician is unfamiliar with or
unaware of, he or she will immediately internally escalate to see ifthe reported fault is a
known fault for which a fix is available or if it is a new fault reported for the first time.
New faults are immediately (logged and) escalated to EnerGov's Professional Services
or Research & Development Teams, which may provide assistance in finding a short-
term "work-around" until a permanent fix can be determined and issued through a
software update.
After a fault is reported and a priority assigned, you may feel that the priority is incorrect.
Typical reasons for a priority escalation are:
• Problem has become more frequent or more severe since initial report
• Issue has been unresolved for an unexpected amount of time
Internal escalation is a regular feature of EnerGov's Help Desk procedures. Team
Supervisors and Managers are aware of and following high priority fault reporting.
However, if you feel that your Help Desk Technician fails to appreciate your unique
issues, please ask to be transferred to his or her supervisor.
E. CLOSURE
EnerGov provides closure, which may include written documentation, a program fix, a
procedural work-around, or some other solution or material. After we feel the issue has been
fully responded to, we will request a confirmation from you to close the issue. If we don't get
conformation back within 48hr's we will consider the issue resolved and close the case. Once a
case is closed a confirmation email will be sent to the contact that is listed in the CRM.
5. SOFTWARE ENHANCEMENT REQUESTS
EnerGov accepts and logs all product enhancement requests and passes these
requests to EnerGov's Research & Development Department. These requests are
assigned a priority based on their general ability to deliver benefits to our customer base
then logged into our tracking system and reviewed quarterly for inclusion into new
product releases. These requested enhancements are evaluated with respect to internal
development plans and are selected based upon several criteria, including: effort versus
benefit, applicability to customer base and prospects, consistency with best land
management systems practices and with our technical and functional development
strategic direction. Customers can request a status of any particular requested
enhancement, and EnerGov will provide: 1) whether the feature has been evaluated as
yet; 2) if it has been scheduled for a release, and if so the planned release date; 3) if it
has been accepted as a good idea, but not yet selected for development; or 4) if it was
rejected and why. Generally a request is rejected only if it is not generic enough to
become part of a packaged product or if it is not consistent with our concept of best land
management practices.
If a customer enhancement request cannot be delivered in time to meet a customer's
critical business need and it meets our "best land management practices and generic
tests, then a customer or group of customers may request EnerGov to deliver the
enhancement outside of a standard product release. This will be done at the customer's
cost on a "time and materials" basis. In most cases enhancements sponsored in this
manner will be rolled into the standard product in one ofthe next releases.
6. GENERAL TERMS OF SOFTWARE SUPPORT
A. SOFTWARE DEFINITION OF THE ENERGOV SYSTEM
The EnerGov system includes only the EnerGov software suite of products.
The EnerGov system does not include components outside ofthe EnerGov Products (e.g.,
operational questions, network problems, database errors, phone lines, or configuration).
B. COVERAGE
EnerGov covers the diagnosis and repair of product faults in EnerGov Products. Faults are
defined as processing which prevents the product from performing as designed. EnerGov
reserves the right to classify issues as faults, feature enhancements, or non-product related
issues. Faults are covered in this agreement. Suggested product feature enhancements are
taken as information to be considered in future version releases. Non-product related issues
are often the root cause of apparent EnerGov Product faults. These are likely to be database
errors, network problems, firewall issues, or operating system configuration errors. Support
does not cover resolving non-EnerGov product problems, such as database, operating system,
network or other related applications, which are directly affecting the performance and alDilities
of EnerGov products. EnerGov support will work with you to identify the source of these
problems. When a non-product related issue is identified as the root cause, it is the customer's
responsibility to resolve the problem. If the City desires additional EnerGov assistance on a
non-product related issue, "time and material" charges will apply, over and above the fees paid
for EnerGov Support.
C. ON-SITE SUPPORT
The fee for EnerGov Support does not cover the cost of EnerGov employees traveling to a
customer's site to resolve product issues. EnerGov will attempt to resolve all issues without
travel; however, if travel is required to resolve a Priority 1 or 2 issue, the customer is responsible
for all travel expenses. EnerGov will not charge for the labor to resolve a product-related issue
or technical question.
EnerGov reserves the right to handle all support related issues remotely as a first level of
support until all attempts to resolve the issue have been exhausted, and the City agrees in
advance to pay the travel expense. The fee for EnerGov Support does not cover the cost to
assist in performing product upgrades on-site. In most cases, with qualified customer personnel,
phone and dial-in/internet (webinar) support for upgrades is sufficient. However, when releases
involve database changes or any customization has been performed, and it is desired to
minimize impact on the production environment, then it is often advisable to use EnerGov
assistance in performing the upgrade. Time and travel expense will be charged at the then
current rates.
D. EXCEPTIONS
Any problem resulting from the misuse, improper use, unauthorized alteration, or damage ofthe
software; any problem caused by the modification not authorized by EnerGov; or any problem
resulting from the combination of EnerGov Products with hardware, programming or other
equipment to the extent such combination has not been approved by EnerGov are not covered
by this EnerGov Support agreement. Any resolution to these problems will be on a "time and
materials" basis at the then current Professional Services rates for Technical Consultants.
E. LIMITATION ON BACK-LEVEL SUPPORT
Ifthe City chooses not to install any release, EnerGov will, at the City's request, use its
reasonable efforts to maintain versions ofthe Software prior to the current release (and the one
Release immediately preceding the current release), subject to an additional charge, and
subject to availability of EnerGov technical support staff.
7. APPENDIX A: CUSTOMER SUPPORT PRIORITY LEVELS - FAULT
AND NON-FAULT LEVELS
Priority
Level Definition EnerGov Response Goal Resolution Time
1
Production/system is down and
work cannot continue until
problem is fixed. Or system is
executing but not usable*
output is generated.
All parties to work
continuously until problem
is resolved.
ASAP, with status
reports daily if not fixed
within 24 hours.
2
Inaccurate or loss of business
data. The output is not being
saved correctly or the defect
prevents the nominal** solution
from being generated. Problem
is occurring in a business
critical module, and there is no
work-around.
Work should continue on a
normal workday basis until
a permanent solution is in
place.
72 hours, with status
reports every two days, if
not fixed within 72 hours.
3
Issue is not critical to the
business or there is a
workaround to an otherwise
priority 1 or 2 issue.
Resolution is worked into a
planned project repair and
development schedule.
Next Available Release
4
Non-Fault trivial, cosmetic,
"aught-to-be" or ease of use
issues
Resolution deferred or
development efforts are
scheduled in the involved
program(s) or software
module.
Future Release
5
Non-Fault Support:
- New-report creation, outside
the contracted scope of work
from the initial implementation,
is available for additional costs.
Assistance with modifications to
existing reports is
accomplished as time permits.
Other non-fault support
requests are handled as time
permits, usually immediately or,
in some cases, after scheduling
through the user.
If there is an urgent
business need for a report
modification, advise the
Help Desk Technician.
(ask for a time quote)
* Not usable is defined as the customer cannot use the product in the live production
environment to fulfill a critical business need, for which the product was intended.
** Nominal is defined as the output normally generated when no anomalies are
occurring.
CERTIFICATE OF SECRETARY OF
TYLER TECHNOLOGIES, INC.
The undersigned, being the duly elected and qualified Secretary of Tyler Technologies,
Inc., a Delaware corporation, hereby certifies on behalf of Tyler Technologies that:
1. Attached hereto is a true, correct, and complete copy of resolutions duly
adopted by the Executive Committee of the Board of Directors of Tyler
Technologies, Inc.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary on behalf of Tyler to be effective as of the date set forth below.
TYLER TECHNOLOGIES, INC.,
a Delaware corporation
By: / '^^'L"
Name: H. LynnflMoore, Jr.
Title: Secretary
Date: November 19, 2013
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
TYLER TECHNOLOGIES, INC.
WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies,
Inc., a Delaware corporation ("Tyler"), deems it to be in the best interests of Tyler's
Local Government Division (the "Tyler Division") to authorize certain individuals to
enter into contracts on behalf of the Tyler Division and Tyler;
RESOLVED, that the following persons are hereby authorized to enter into
contract(s) in the name and on behalf of the Tyler Division and Tyler (including, without
limitation, contract(s) for the license, lease, sale, and provision of goods and services)
without regard to the dollar value of such contract(s):
Dustin R. Womble
Brett Cate
Dane Womble
Janet Joiner
Sandy Peters
RESOLVED, that foregoing authorization shall continue until revoked; provided,
however, that it will automatically terminate with respect to each named person on such
date as such person is no longer employed by Tyler;
RESOLVED, that each officer of Tyler is hereby authorized and directed, in the
name and on behalf of Tyler, to do or cause to be done any and all things, and to execute,
deliver, and file and all such other agreements, amendments, instruments, certificates,
waivers, documents, and papers that any of them deem necessary or advisable to carry
into effect the purposes and intent of the foregoing resolutions and to consummate the
transactions contemplated thereby.
State of Texas
County of Lubbock
On August 6. 2014 before me, Daria McAndrew
personally appeared,
S. Brett Cate and Janet Joiner
personally known to me
~ OR -
proved to me on the basis of satisfactory evidence to be the person(s) whose name(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
WITNESS my hand and official seal
(notary signature)
My Commission Expires:
S:-\-ffh DARLA MCANDREW
i i^rS^f'i '^°*8ry Public, State of Texas
Yi-^^i My Commission Expires
October OS. 2014
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00* p.m. 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
5. 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 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
City Attorney Approved Version 1/30/13
53
state of Texas
County of Lubbock
On August 6, 2014 before me, DarIa McAndrew
personally appeared,
S. Brett Cate and Janet Joiner
personally known to me
- OR -
proved to me on the basis of satisfactory evidence to be the person(s) whose name(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
WITNESS my hand and official seal
(notary signature)
My Commission Expires:
4>:T\>h DARLA MCANDREW
I -Vj^f I Notary Public, State of Texas
VK-.r^i-M My Commission Expires
Xr„%;X October 05. 2014
8. APPENDIX B: TECHNICAL CONTACTS - MINIMUM RECOMMENDED
TRAINING
The following minimum recommended training is necessary for your Technical Contacts to
perform basic system and database administration and to allow EnerGov to effectively provide
the support outlined in this document. Please note that systems administration ofthe EnerGov
product is not included within EnerGov's standard support and maintenance.
• Basic application specific functions and utilities (provided as part of a typical
EnerGov Install as System Administration training):
o Start-up Shut-down EnerGov Product
o Insert, Update, and Delete basic setup data through EnerGov Product
o Setup, add, modify, and delete, specific business data and fees
o Troubleshoot basic EnerGov application
o Add and Modify users, roles, and permissions
• Intermediate application diagnostic and correction skills (provided by EnerGov as
additional training):
o Be able to back-up and restore your database
o Understand and know how to configure your ini files
o Able to apply upgrades
o Learn how to diagnose common errors
o Attach, Detach, and backup of EnerGov database
o Basic Crystal Report Writing training
Note: EnerGov provides technical support under EnerGov's standard support and maintenance
program. If system or database administration support is requested and provided, EnerGov will
bill for the time required on an hourly basis at its then current, published rates.
Integrated Community Development SystemSeptember 9, 2014
AgendaIndustry StandardsNegotiationsFuture NegotiationsQuestions
Industry StandardsStandard contract terms are threeyearsWe have negotiated a five year term with capsTerm Maintenance cost 18‐22% of licenseWe have negotiated 17.8% maintenance PercentageMaintenance list price based on percentage of licenseWe have negotiated well below list price for licensesLicense Cost
NegotiationsDescription Original Negotiated % ReductionLicensing667,081 521,890 21.77%Prof. Services641,250 539,850 15.81%Year 1 Maint.140,015 93,940 32.91%Total1,448,346 1,155,680 20.21%
Future Negotiations1• Small Niche, highly competitive market2• Building presence on west coast, they need us as a reference3• Changes to # of license and maintenance situation will change before 5 year renewal is due4•Our advantage to re‐negotiate
IT Build Out … Multi‐Year Strategy13-14 14-1515-1616-17 17-18Business Process Improvement: Departmental Applications Business & Geographic Intelligence SystemsEnterprise Resource Planning: Financials, HR, Payroll, TimeEnterprise Content Management SystemRobust Data Warehouse: trending, forecastingE‐Government ApplicationsPredictive AnalyticsFoundational Infrastructure: Lean OperationsSocial Media PlatformChanging how we work and how we engage with our residentsCollaborative organizational effort to manage work changes& cultural shiftCollaborative effort with our residents
Questions
Integrated Community Development SystemAgreements with Tyler Technologies, Inc.Presenter NameDate
IT Build Out … Multi‐Year Strategy13-14 14-1515-1616-17 17-18Business Process Improvement: Departmental Applications Business & Geographic Intelligence SystemsEnterprise Resource Planning: Financials, HR, Payroll, TimeEnterprise Content Management SystemRobust Data Warehouse: trending, forecastingE‐Government ApplicationsPredictive AnalyticsFoundational Infrastructure: Lean OperationsSocial Media PlatformChanging how we work and how we engage with our residentsCollaborative organizational effort to manage work changes& cultural shiftCollaborative effort with our residents
Strategic Plan Elements & ActionsStrategic Objectives ActionsService DeliveryOn line Permits and Business LicensesMobile mapping and electronic building plansAudio visual screens replace paper plans at front deskDecrease search time for documents, especially in the fieldElectronic workflows and approvalsField staff can look up or issue a PermitEfficiencyElectronic signaturesDigital contractsE‐GovernmentOn line PaymentsDigitizing building plans –on line accessBuilding plans, permits, business licenses available on lineResident ImpactTransparencyPlan check tracking and permit history available on lineFire and Police have building plans digitizedMobile inspections and compliance visibility
A Positive Impact for ChangeCED HNS Fire PW Fin Parks*SERVICE On line PermitsX X XXOn line Business LicenseX X XX XGIS Integration& MappingX X X X X XSoftware for ePlan CheckingXX XXEFFICIENCYAutomated Workflow XXXXXXIntegrated Permit Data & Lifecycle XXXXXXMobilityX X X XCross functional departmental collaborationXXXXXXAutomated Permits to Records Management X X X XXTracking, Transparency and Accountability X X X X X XReduce Internal Processing Time XXXXXXe‐GOVERN‐MENTDigital PlansXX XXE‐PaymentsXXX XWeb ServicesXXXXXXSingle Source for Permitting and Inspections X X X X X XGIS Address VerificationXXXXXXRESIDENTIMPACTOn Line Permit tracking XXXXXXMobile Submissions Code ComplianceX X XOn Line Inspection scheduling & tracking XX X X XOn Line Geo Spatial permit activityX X X X X X24X7 Public Access to Permits Information X X X X X XOn Line Permit HistoryX X X X X X* Parks is part of Phase II
Current Business Process•Paper intensive•Decades old unsupported software•System workarounds
ICDS Project•In 2012, City Council identified an update to the existing land management system a priority project•Provide a map‐based land management and business licensing system–Discretionary review–Permitting–Development & Inspections –Business license–Code compliance –Storm water processes
RFP Process•October 2013: City releases RFP•Six proposals received and evaluated •Top three vendors were invited to demonstrate their product•Core team conducted references and site visits
EnerGov Solution•Highly functional land management and business licensing software of Tyler Technologies, Inc. •Experienced implementation teams and strong references•Clear leader for core project team, subject matter experts (SMEs) and end users after the demonstrations 8
Map‐Based Permitting and License Information9
Workflow Enabled and Accessible10
Dashboards for Process Tracking11
Organizational Benefits•Provide increased access, transparency and services to residents and businesses •Merge three disparate software systems onto one platform•Streamline business processes to improve customer service •Move staff toward higher‐level more valuable work•Establish potential for regional collaboration
Tyler Implementing Costs•Funded through innovation funds•Professional Services $539, 850–Software implementation services–Shared approach with city staff –Contingency•Product & Service Maintenance $521,890–Initial software purchaseCost to Go‐Live$1,061,74013
Tyler Maintenance Costs•Favorably negotiated maintenance terms –Five‐year maintenance at fixed 5% escalation cost per year–Year 1 maintenance of $93,940 waived –Maintenance cost beginning Year 2 is $ 98,637–Replaced systems maintenance $70,112 •Funded through IT annual budget process–Departments charge back based on licenses14
Total Value to Organization(Over Five Years)•Professional Services $539, 850–To implement the software –Shared services with city staff •Product & Service Maintenance $947,028–Initial software purchase–Five year maintenanceTotal for two agreements $1,486,87815
New Project Management Model•Fully funded project–Hardware Funding –Backfill for Subject Matter Experts (SMEs)–Contingency•Change management program–Coordinated with Information Technology division•Planned phase 2 implementation–Start planning before Phase 1 is completed–Start execution as soon as Phase 1 stable16
Future Initiatives•Planned phase 2–ePlan checking–Capital improvement and asset management–Special events permitting17
Recommendation•Approve Resolution No. 2014‐214 approving agreements with Tyler Technologies, Inc. –$539,850 for Professional Services Agreement–$521,890 for Initial Software Purchase (one‐time)–$ 98,637* ongoing annual maintenance over 5 years as outlined in agreement*Maintenance cost beginning year 218
Questions19