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Home My WebLink About2007-02-28 e-packet ~'t\\ s~ ~.C?II.........~.........-.'.."".". ~..~.......... (0... .... .C"> >-< . .. . . .... ~ ~ to> ..... ....0 GtllFOv..~\.~ SPECIAL MEETING CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO P.o. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, FEBRUARY 28, 2007 5:30 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of Cali fomi a, the City Council ofthe City of South San Francisco will hold a Special Meeting on Wednesday, the 28th day of February, 2007, at 5:30 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, SouthSan Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments - comments are limited to items on the Special Meeting Agenda 4. To discuss items of mutual interest between City Council and State Senator Leland Yee 5. Adjournment ~'t\\ Sg,y C?...~......~........-,\I/I/- "'.;.e.....'\....... ~. - ~\t.\ (0 .. . C"> >-< . .... ~ ~ to> .... . 0 GtlIFOv..~\.~ SPECIAL MEETING REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO P.o. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, FEBRUARY 28,2007 7:00 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 ofthe Government Code of the State of California, the Redevelopment Agency of the City of South San Francisco will hold a Special Meeting on Wednesday, the 28th day of February, 2007, at 7:00 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments - comments are limited to items on the Special Meeting Agenda 4. Closed Session: Pursuant to Government Code section 54956.8 real property negotiations related to 161 South Spruce Avenue 5. Adjournment ~'t\\ s14' Ii (0 C"> >< - ~ ~ to> 0 GtlIFOv..~\.~ - ADDENDUM SPECIAL MEETING REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, FEBRUARY 28,2007 7:00 P.M. The following item is added to Agenda Item No.4, Closed Session: 4. Pursuant to Government Code section 54956.8 real property negotiations related to 306 Spruc~ Avenue and 415-417 Grand Avenue; Agency NegotIator: Assistant Director Van Duyn /s/ Sylvia M. Payne City Clerk AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIP AL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, FEBRUARY 28, 2006 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. COMMENTS ARE LIMITED TO TIIREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. RICHARD A. GARBARINO, SR Mayor PEDRO GONZALEZ Vice Mayor MARK N. ADDIEGO Councilman JOSEPH A. FERNEKES Councilman KARYL MATSUMOTO Councilwoman RICHARD BATTAGLIA City Treasurer SYLVIA M. PAYNE City Clerk BARRY M. NAGEL City Manager STEVEN T. MATTAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARlNG ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARlNG IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS . Certificate of Recognition - Former Planning Commissioner William (Marty) Romero . Certificate of Recognition - Mari Avila-Suarez, President of the South San Francisco PT A Council . Recognition of California Park and Recreation Society (CPRS) District Volunteers . San Mateo County Transportation Authority, Citizens Advisory Committee - Mr. Rick Gomez AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL . Announcements . Committee Reports CONSENT CALENDAR 1. Motion to approve the minutes of February 14,2007 2. Motion to confirm expense claims of February 28,2007 3. Resolution approving City Council Handbook update 4. Resolution authorizing acceptance of a grant from ABAG for purchase and implementation of automated police policy manual updates 5. Resolution approving amendment to employee rules and regulations related to nepotism PUBLIC HEARING 6. Consideration of City's housing and community development needs for the one year action plan; review proposed activities requesting Community Development Block Grant funding; and provide direction to staff regarding funding priorities for the 2007-08 program year ADMINISTRATIVE BUSINESS 7. Resolution authorizing agreements with Tyler Technologies and Highline Corporation for financial and human resources software and implementation services COUNCIL COMMUNITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING AGENDA FEBRUARY 28,2007 PAGE 2 ~'t\\ S::1.f G 10 C"> >-< C;; ~ (') to> c ~~IFO"W- Staff Report AGENDA ITEM # 3 DATE: February 28,2007 TO: The Honorable Mayor and City Council FROM: Steven T. Mattas, City Attorney SUBJECT: Amendments to the City Council Handbook RECOMMENDATION: It is recommended that the City Council adopt a resolution approving an amendment to the City Council Handbook with respect to absenteeism policy for members of city boards and commissions. BACKGROUND/DISCUSSION: At its meeting of February 3, 2007, the Council provided staff with direction to prepare an amendment to the City Council Handbook regarding absenteeism from regular meetings of city boards and commissions. This request was based upon the concern of some Councilmembers that the current absenteeism policy does not give the Mayor enough discretion to address the absences, particularly in situations of illness involving board members or commissioners and their families. The following discussion summarizes the changes and the attached resolution authorizes the specific changes. The "Procedures for Making Appointments and Reappointments" section, paragraph four, is hereby amended on pages 25-26 of the City Council Handbook: Vacancies in any board or commission are filled by appointment in the same manner as original appointment. When a vacancy occurs leaving an unexpired portion of the term, any appointment is for the unexpired portion of the term. The interest of the City is served best by actual and regular participation by Board and Commission members. Staff Report February 28, 2007 Subject: Resolution approving an amendment to the City Council Handbook - SR Absenteeism Page Two Thus, upon the second absence from a regular meeting within any rolling twelve-month period, a member shall reeeb'e a'l.'ritteB eOIl'l:l'l'H:mieation from the Mayor advising of the potential eODSequenees of a 1:hi:rd abseflCe '.vithin the rolling twelve month period the Mayor shall have the discretion to either send a written communication advising of the potential consequences of a third absence within the rolling twelve month period. or. alternatively. make a telephone call to the member. Any member of an appointed Board or Commission missing a third scheduled meeting within any rolling twelve-month period shall have his or her name automatically placed on the next regularly- scheduled City Council agenda for consideration of possible removal from the board or commission. Members are also encouraged to give advanced notice of their absence from meetings. This absentee policy as expressed in the Council Handbook shall be as provided on the application for membership on a board or commission and as provided in the congratulatory letter welcoming new commissioners and members. CONCLUSION It is recommended that the City Council adopt a resolution approving an amendment to the City Council Handbook with respect to absenteeism policy for members of city boards and cormmSSlOns. BY:~~ fsteven T. Mattas, City Attorney Attachment: Resolution RESOLUTION NO._ CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AMENDING THE CITY COUNCIL HANDBOOK SECTIONS RELATED TO THE ABSENTEEISM POLICY GOVERNING SOUTH SAN FRANCISCO BOARD AND COMMISSION MEMBERS WHEREAS, at a special meeting of the City Council held on February 3,2007, the City Council directed staff to prepare amendments to the City Council Handbook regarding the procedures and policies for addressing attendance at Board and Commission meetings; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the following amendments to the City Council Handbook: Paragraph four of the section titled "Procedures for Making Appointments and Reappointments" on pages 25-26 of the City Council Handbook, is hereby amended to read as follows: Vacancies in any board or commission are filled by appointment in the same manner as original appointment. When a vacancy occurs leaving an unexpired portion of the term, any appointment is for the unexpired portion of the term. The interest of the City is served best by actual and regular participation by Board and Commission members. Thus, upon the second absence from a regular meeting within any rolling twelve-month period the Mayor shall have the discretion to either send a written communication advising of the potential consequences of a third absence within the rolling twelve month period, or, alternatively, make a telephone call to the member. Any member of an appointed Board or Commission missing a third scheduled meetiIig within any rolling twelve-month period shall have his or her name automatically placed on the next regularly- scheduled City Council agenda for consideration of possible removal from the board or commission Members are also encouraged to give advanced notice of their absence from meetings. This absentee policy as expressed in the Council Handbook shall be as provided on the application for membership on a board or commission and as provided in the congratulatory letter welcoming new commissioners and members. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the 28th day of February, 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 936978_1 - ~'t\\ S,1N if ~ . ~~\ o C"> >< c;; ~ I') v 0 C4l1FO?~\.~ Staff Report AGENDA ITEM # 4 DATE: TO: FROM: SUBJECT: February 28, 2007 Honorable Mayor and City Council Mark Raffaelli, Chief of Police BUDGET AMENDMENT - GRANT FUNDS FROM ABAG PLAN, AND AGREEMENT WITH LEXIPOL FOR AN AUTOMATED POLICE POLICY SOFTWARE SYSTEM RECOMMENDATION It is recommended that the City Council adopt the attached resolution to accept up to $20,000 from ABAG Plan and authorize the City Manager to execute an Agreement with Lexipol for an automated police policy software system. BACKGROUND/DISCUSSION The South San Francisco Police Department currently has an internal policy and procedures manual, including the Department's General Orders, which the Department's management team maintains and periodically updates as new laws that impact the law enforcement environment become known. These updates may not always be timely because of the delay in the Department receiving the information. The Lexipol system will provide immediate updates that result from State and Federal court decisions, which are factored into all policies developed by Lexipol. The system will also provide the South San Francisco Police Department policies that are current with Federal and State Mandates, including annual legislative updates. The base price for the initial development of the entire automated police policy software system is $7,950. The price of the subscription for the annual update service is $2,950 per year. The annual update service includes urgent updates prompted by changes to policy that Lexipol believes need immediate adoption (approximately three to five per year). Lexipol currently has over 200 subscribing agencies. San Mateo County agencies under current contract with Lexipol include the police departments of Brisbane, Menlo Park, Redwood City, Belmont, Colma, Burlingame, and Broadmoor. Approximately six other San Mateo County police agencies are currently considering contracting with Lexipol. Staff Report Subject: Budget Amendment - Grant Funds From ABAG Plan And Agreement With Lexipol Page 2 FUNDING Funding for this project will come from a grant offered by ABAG Plan, the City's self-insurance pool. The grant will provide the South San Francisco Police Department up to twenty thousand dollars ($20,000). The grant will cover the initial cost and any administrative costs incurred during the implementation. Any remaining funds will be used to cover the yearly update service, which is anticipated to last for three years. Once the grant funds are exhausted, the Police Department will need to budget for this service. CONCLUSION By contracting with Lexipol, the South San Francisco Police Department will be able to keep abreast of the new and constantly changing laws that impact the law enforcement community and will be able incorporate those changes into its Policies and Procedures manual more expeditio sl . The implementation of this service will also assist in mitigating any litigation that is relate to e policies of the Police Department. APProvoo~ ~ ~ M.N City Manager By: Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ACCEPTING GRANT FUNDS OF UP TO $20,000 FROM ABAG PLAN AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH LEXIPOL FOR AN AUTOMATED POLICE POLICY SOFlW ARE SYSTEM WHEREAS, the City of South San Francisco Police Department is diligent in reviewing new laws to determine how those laws should be incorporated in the Department's internal policy and procedures manuals, including the Department's General Orders; and WHEREAS, new laws which impact the law enforcement environment are steadily promulgated; and WHEREAS, it is in the City's interest to stay abreast ofthose laws as well as to incorporate changes into its policies and procedures to reflect those laws; and WHEREAS, in recognition of the importance of staying apprised of new legislation and updates to existing laws, the City's self-insurance pool, ABAG PLAN, has offered the City of South San Francisco a grant not to exceed $20,000 to be used for purchase ofLexipol software and to assist in the costs of implementing that software; and WHEREAS, Lexipol is recognized as an outstanding source of information for law enforcement policy updates, and is used by dozens of police departments in California. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the acceptance of a grant from ABAG, and BE IT FURTHER RESOLVED that the operating budget is hereby increased in the Police Department by $20,000, offset by grant revenues, and BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute an agreement with Lexipol for policy update services. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the _day of , 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk DATE: February 28, 2007 TO: The Honorable Mayor and City Council FROM: Steven T. Mattas, City Attorney By: Eddie Kreisberg and Elaine Yamani SUBJECT: Amendments to the Nepotism Policy RECOMMENDATION: It is recommended that the City Council adopt a resolution approving amended Nepotism Policy applicable to elected officials, commissioners and staff. BACKGROUND/DISCUSSION: The City's existing nepotism policy needed to be updated. The attached policy is presented to the City Council for consideration and adoption following extensive discussions amongst parties interested in the policy including the city and employee group representatives. 1. Proposed Policy The proposed policy governs the employment of "immediate family members" of the City's elected officials, City Council appointees to commissions, and City employees. This policy shall apply prospectively, and existing family relationships that were permitted under the prior Nepotism Policy prior to adoption of this revised Policy may continue, so long as the elected officials, appointees and/or employees remain in the same positions or job classifications they held prior to adoption of this revised Policy. For purposes of this policy, "immediate family" shall mean spouse, domestic partner registered with the State of California, parent, child, grandparent, grandchild, brother, sister, including step and adoptive relationships for each of these categories, as well as legal guardianship relationships. Pursuant to the policy, during the term of a City elected official, including Council members, the City Clerk and City Treasurer, the City shall not employ anyone in the City Council member's, City Clerk's or City Treasurer's immediate family. Also, during an appointment commissioner's term, the City shall not employ anyone in the Commissioner's immediate family in a City job classification that may require the employee to work on the same issue(s) on which the Commissioner has authority to make recommendations or decisions. Staff Report February 28,2007 Subject: Resolution approving amended Nepotism Policy applicable to elected officials, commissioners and staff. Page Two Appointed commissioners, themselves, are not considered employees for purposes of this policy. In addition, the City shall not employ anyone in the City Manager's or City Attorney's immediate family. For employees other than the City Manager, City Attorney, City Clerk and City Treasurer, pursuant to the policy, the City may not hire, promote, transfer or employ an immediate family member within the same department, division or facility if one immediate family member would be placed in such a position as to directly supervise, evaluate or discipline the other immediate family member, or would be working as a manager in the same department, division or facility as the other immediate family member. The term "Manager" as that term is used in this policy includes the classifications set forth in Exhibit A to the Personnel Rules, a copy of which is incorporated into the policy. Also, no more than two immediate family members may, at any given time, work in the same department, division or facility. Hourly employees shall not count toward this two immediate family member maximum. This limitation of two immediate family members in the same department, as set forth in Section E.l. of the policy shall not apply to either employees who marry or become domestic partners while already working in the same department, division or facility, or to a spouse or domestic partner seeking employment in a department, division or facility in which his or her spouse or domestic partner already works. Finally, under the proposed policy, if co-employees marry or become domestic partners, the appointing authority shall: a. Evaluate whether making reasonable efforts to assignjob duties in their current positions so as to minimize problems of supervision, safety, security or morale would sufficiently reduce or eliminate potential conflicts of interest or other hazards to permit the continued employment of both spouses or domestic partners; and b. If the appointing authority determines that job duties in their current positions cannot be modified as described in Section E.2.a, the City will determine whether an existing, funded and vacant position for which one of the spouses or domestic partners is qualified exists to which a spouse or domestic partner may be transferred. If neither assignment of job duties or ajob transfer as described above resolve the issue, then one of the spouses or domestic partners will need to voluntarily leave the spouse's or domestic partner's position. If no spouse or domestic partner volunteers, the City will either separate from City service, or separate from employment in the same department, division or facility, whichever spouse or domestic partner has worked fewer years for the City in a full time status. Staff Report February 28, 2007 Subject: Resolution approving amended Nepotism Policy applicable to elected officials, commissioners and staff. Page Three 2. Consultation with employee groups The attached policy is presented for City Council action following extensive discussions between the City and its employee groups. City representatives met with all of the bargaining groups three times, and had an additional meeting with just the Police Association as well. City representatives discussed the groups' concerns, issues and suggestions and the City has agreed to a number of changes requested by the groups. These have included making explicit the City's agreement to attempt to accommodate co-employees or domestic partners who marry, to not count hourly employees toward the limit on immediate family members within departments, and to develop a more bright-line rule regarding immediate family members in the same department who do not directly supervise, evaluate or discipline another immediate family member (i.e. using "manager" as a threshold and as defined rather than "indirectly supervise, evaluate or discipline" or "significantly influence supervision, evaluation or discipline.") Also, the City has agreed to eliminate coverage of in-laws. As such, we have removed in-laws from the definition of "immediate family" in the Policy. CONCLUSION: It is recommended that the City Council adopt a resolution approving amended Nepotism Policy applicable to elected officials, commissioners and staff. BY:~~ r Steven T. Mattas, City Attorney B~ag:{~~~ Attachments: Resolution Revised Nepotism Policy RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AMENDING THE NEPOTISM POLICY WHEREAS, the City desires to revise its current nepotism policy; WHEREAS, the City has consulted with employee group representatives regarding the proposed amended policy and has further revised the policy in response to input from the employee group representatives NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the Nepotism Policy attached hereto as Attachment l. BE IT FURTHER RESOLVED THAT the policy attached hereto as Attachment 1 shall replace Section 10.07 of the City's Personnel Rules and Regulations. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of , 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 936978-2 CITY OF SOUTH SAN FRANCISCO REVISED NEPOTISM POLICY REPLACES CURRENT SECTION 10.07 OF THE CITY'S PERSONNEL RULES AND REGULATIONS The following policy shall govern the employment of immediate family members of the City's elected officials, City Council appointees to commissions, and City employees. This policy shall apply prospectively, and existing family relationships that were permitted under the prior Nepotism Policy prior to adoption of this revised Policy may continue, so long as the elected officials, appointees and/or employees remain in the same positions or job classifications they held prior to adoption of this revised Policy. A. For purposes of this section, "immediate family" shall mean spouse, domestic partner registered with the State of California, parent, child, grandparent, grandchild, brother, sister, including step and adoptive relationships for each of these categories, as well as legal guardianship relationships. B. City Elected Officials: During the term of a City elected official, including Council members, the City Clerk and City Treasurer, the City shall not employ anyone in the City Council member's, City Clerk's or City Treasurer's immediate family. C. City Council Aooointed Board of Commissioners: During a City Council appointed Board of Commissioner's official term, the City shall not employ anyone in the Commissioner's immediate family in a City job classification that may require the employee to work on the same issue(s) on which the Commissioner has authority to make recommendations or decisions. Appointed Commissioners are not considered employees for purposes of this Nepotism Policy. D. City Manaaer / City Attornev: The City shall not employ anyone in the City Manager's or City Attorney's immediate family. E. Other City Emolovees: For employees other than the City Manager, City Attorney, City Clerk and City Treasurer, the City may not hire, promote, transfer or employ an immediate family member within the same department, division or facility if one immediate family member would be placed in such a position as to directly supervise, evaluate or discipline the other immediate family member, or would be working as a manager in the same department, division or facility as the other immediate family member. "Manager" as that term is used in this Nepotism Policy includes the classifications set forth in Exhibit A to the Personnel Rules. 1. Limits on Emolovment of Immediate Familv Members: No more than two immediate family members may, at any given time, work in the same department, division or facility. Hourly employees shall not count toward this two immediate family member maximum. This subsection E.1. shall not apply to either employees who marry or become domestic partners while already working in the same department, division or facility, or to a spouse or domestic partner seeking employment in a department, division or facility in which his or her spouse or domestic partner already works. 2. Co-Employees Who Marry or Become Domestic Partners: If co-employees marry or become domestic partners, the appointing authority shall: a. Evaluate whether making reasonable efforts to assign job duties in their current positions so as to minimize problems of supervision, safety, security or morale would sufficiently reduce or eliminate potential conflicts of interest or other hazards to permit the continued employment of both spouses or domestic partners; and b. If the appointing authority determines that job duties in their current positions cannot be modified as described in Section E.2.a, the City will determine whether an existing, funded and vacant position for which one of the spouses or domestic partners is qualified exists to which a spouse or domestic partner may be transferred. If neither assignment of job duties or a job transfer as described above resolve the issue, then one of the spouses or domestic partners will need to voluntarily leave the spouse's or domestic partner's position. If no spouse or domestic partner volunteers, the City will either separate from City service, or separate from employment in the same department, division or facility, whichever spouse or domestic partner has worked fewer years for the City in a full time status. 2 EXHIBIT A The classifications covered by this Exhibit A are Executive Management, Public Safety Managers and employees included in the Mid-Management Unit. As of the date of adoption of the City's revised Nepotism Policy, these classifications are as follows: Accountant I Assistant City Manager Assistant Engineer Assistant to the City Manager Associate Civil Engineer Battalion Chief Circulation Supervisor City Engineer Communications Manager Director of Conference Center Director of Information Technology Director of Public Works Deputy Fire Chief Environmental Compliance Coordinator Financial Analyst 1/11 Fire Chief Human Resources Analyst 1/11 Information Technology Manager Library Program Manager Management Analyst I Police Captain Police Lieutenant Principal Planner Recreation & Community Services Mgr Senior Civil Engineer Senior Planner Superintendent of wacp Technical Services Supervisor Accountant II Assistant Director of Finance Assistant Plant Superintendent Assistant Library Director Associate Planner Chief of Police City Building Official City Planner Community Development Coordinator Director of Finance Director of Human Resources Director of Economic and Community Development Director of Recreation and Community Services Executive Assistant to the City Mgr Financial Services Supervisor Fire Marshall Information Systems Administrator Library Director Literacy Program Manager Management Analyst II Manager of Housing and Community Development Police Records Manager Public Works Supervisor Recreation & Community Services Coordinator Recreation & Community Services Supervisor Superintendent of Public Works Superintendent of Parks & Facilities Maintenance If classifications are subsequently added to Executive Management, the Public Safety Managers or to the Mid-Management Unit, these classifications also will be covered by and included in this Exhibit A. #932951 3 - ~'t\l s~ ~ o C"l l>-< ~ ~ C") v 0 '4IIF~'" Staff ReQort AGENDA ITEM # 6 DATE: February 28, 2007 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: Community Development Block Grant Program RECOMMENDATION: It is recommended that City Council: (1) hear public testimony on the City's housing and community development needs for the One Year Action Plan; (2) review proposed activities requesting CDBG funding; and (3) provide direction to staff regarding funding priorities for the 2007-2008 program year. BACKGROUND/DISCUSSION: The purpose of this Public Hearing is to: (1) obtain citizens' views on housing and community development needs for the City's One Year Action Plan; (2) review activities that are under consideration for funding and past program performance; and (3) give City Council an opportunity to provide direction to staff regarding funding priorities for fiscal year 2007-2008. Organizations seeking CDBG funds can make a brief presentation to Council regarding their projects and City Council may take this opportunity to ask the agencies questions regarding the proposed activities. Federal legislation requires citizen participation in all phases of the development of a locality's CDBG Program. Accordingly, two public hearings have been scheduled, the first to obtain citizens' views of community needs and the second to adopt the City's Action Plan and make final allocations for CDBG funding. This public hearing was announced in the San Mateo Times on February l7, 2007. CDBG applications were distributed to the City's standard mailing list and to all community organizations that expressed an interest. Additionally, an invitation to submit proposals was published in the San Mateo Times on January 9,2007, pursuant to federal legislation and the City's adopted Citizen Participation Plan. Requests for Proposals were due by February 2, 2007. The City has not received notification from the Department of Housing and Urban Development (HUD) regarding its Community Development Block Grant entitlement for fiscal year 2007- 2008. The City anticipates receiving the same amount as last year for 2007-08 because of the Staff Report Subject: Community Development Block Grant Program Page No 2 budget continuation passed by Congress. However, there is a chance that funding will be slightly decreased due to the addition of new entitlement cities. It is not known at this time how HUD will distribute the cost of these additions. The allocation amounts included in this budget are based on the City receiving the same amount as last year. We anticipate receiving final notice the first week in March. If there are any changes to the entitlement, updated attachments will be provided to the Council immediately. The anticipated amount is $617,465. The City also anticipates earning $100,000 in Program Income, which will be allocated through the public process. Pursuant to federal spending limitations, a total of $l 07,620 or 15% of the Entitlement plus Program Income ($7l7,465) may be allocated for public service activities. This represents a reduction of$3,630 from the current year funding level. Additionally, a total of$l43,493 or 20 % of the Entitlement plus Program Income ($7l7,465) may be allocated for administration activities. Spending limits in those two categories are established by congressional statute and may not be exceeded. The balance of the entitlement amount, or 65 % of the total CDBG entitlement, is allocated for housing and commercial activities, including improvements to public facilities. For next fiscal year there will also be an additional $200,000 in carryover funds which can only be allocated to housing, commercial, and public facilities projects. This carryover is anticipated due to staffing changes and higher than expected Program Income during the past two fiscal years. SUMMARY OF PROPOSALS RECEIVED: There was only one new public service request this year and the majority of public services funded during the current fiscal year have requested continued funding. All agencies currently receiving grant funds were asked to submit an application in the same amount as the current year's allocation due to anticipation of no increases in the City's entitlement amount and required cuts in that category. The total amount requested in the public service category totals $l55,200 while the total amount available is $l07,620. The combined category of housing, commercial and public facilities consists of the city- sponsored Housing Program, which administers housing development activities, acquisition and rehabilitation projects, minor home repair, and rehab loans to low-income homeowners; the city- sponsored Commercial Rehabilitation Program; CID Housing Access Program; and Rebuilding Together Peninsula. Additionally included in this category is one request for public facility funding from the Boys and Girls Club. REDEVELOPMENT AND HOME FUNDS: Redevelopment Agency housing funds have historically been allocated for housing projects such as Safe Harbor (emergency shelter), the transitional housing operations of Shelter Network, and the Human Investment Project's Home Share Program. These projects provide housing to homeless clients and persons or families at risk of becoming homeless. In fiscal year 2007-2008 these projects will be handled in the same manner by taking advantage of the CDBG allocation process to solicit and award grants. Staff Report Subject: Community Development Block Grant Program Page No 3 Sitike Counseling Center and La Raza Centro Legal (code enforcement project) also submitted applications for continued funding from the Redevelopment Agency. The County of San Mateo HOME Consortium provides yearly administration funds to the City from the HOME Program, based on a percentage of the County's federal HOME entitlement. In prior years, the City Council has targeted these funds to undertake fair housing activities that are required by federal legislation. This strategy enables the City to free up public service dollars, subject to federal spending limits, for non-legal activities. There is also some uncertainty about how much will be available from HOME administrative funds. At this time, staff is anticipating no change in the allocation of$l7,8l9. LaRaza Centro Legal and Project Sentinel are the only applicants that qualify for these funds. PRELIMINARY FUNDING RECOMMENDATIONS/CDBG SUBCOMMITTEE: The City Council's CDBG Subcommittee will meet to review all proposals, discuss program accomplishments and prioritize activities for funding. The Subcommittee will hold its first meeting in early March, to review applications and prepare preliminary funding recommendations to be presented to City Council at the April ll, 2007 public hearing. At that meeting, City Council will adopt the Annual Plan and make final funding allocations for the CDBG Program and for the HOME and Redevelopment funds designated as part of the CDBG budget. Staff has prepared a worksheet titled "Community Development Block Grant Program Summary of Funding Requests and Funding Recommendations". The worksheet is attached to this report as "Exhibit B" and provides a summary of projects, funding for each project for the last two fiscal years, funding requests for fiscal year 2007-2008 and a blank column Council Members may use for comments or recommendations. The CDBG Subcommittee would appreciate it if Council Members would write in any funding recommendations or comments/questions in the notes column at the far right. The Subcommittee will review these worksheets and use them when making their funding recommendations to City Council. Please note that Council Members are requested to submit their worksheets to the Subcommittee directly or via the CDBG Coordinator, no later than Friday, March 12, 2007. The Subcommittee needs to submit their final recommendations to Council by March 23, 2007. Preliminary funding recommendations must be published for community review on March 3l, 2007. The City is required by federal mandate to publish preliminary funding recommendations at least ten days prior to the public hearing. The deadline for submission to the San Mateo County Times is March 27,2007. MATERIALS PROVIDED AS EXHIBITS FOR CITY COUNCIL REVIEW: A CDBG binder has been prepared for Council Members containing every proposal that was received and it has been placed in the City Council office at City Hall. Additional materials or Staff Report Subject: Community Development Block Grant Program Page No 4 copies can be secured at the Office of Economic and Community Development upon request. In order to assist Council Members with their preparation for the first public hearing, several exhibits have been attached to this staff report, providing detailed information regarding program accomplishments, specific project budgets and number of clients served. The attached exhibits are as follows: Exhibit "A" Community Development Entitlement Grant Fund Availability Exhibit "B" Community Development Block Grant Program Summary of Funding Requests for 2007-2008 Exhibit "C" 2007-08 CDBG Applicant Budgets and Beneficiary Data ONE YEAR ACTION PLAN: Each year the City is required to submit a One Year Action Plan to HUD that includes all CDBG and housing related activities. This Action Plan outlines the City's goals for the coming fiscal year and includes the CDBG funding allocations determined by Council. The City is required to hold public hearings on the One Year Action Plan. Because the City is part of the County Consortium, the City submits its Action Plan along with San Mateo County. The County's deadline is May l, 2007. CONCLUSION: The CDBG Subcommittee prepares the funding recommendations for City Council to adopt at the final public hearing scheduled for April ll, 2007. That meeting will be the final opportunity for City Council to take action and authorize submission of the One Year Action Plan to San Mateo County by May l, 2007. The County is required to submit all CDBG Action Plans to HUD by May l5, 2007. All funds allocated by City Council on Aprilll, 2007 will be incorporated into the CDBG budget for fiscal year 2007-2008. By: ~ l Marty VanDuyn, Assistant City Manag , .-, ~,(.~ . . agel City Manager Attachments: Exhibits A, B, C MVD:NF:SOS COMMUMTYDEVELOPMENTBLOCKGRANTPROGRAM SUMMARY OF SOURCES AND FUNDS AVAILABLE FISCAL YEAR 2007-08 . . . I $~_17 ~~~~,___~_____ EXHIBIT A $107,62Q _____1!1~49~__ $666,352 ~-_..--~ ~. ---~-- Housing, Commercial Rehab & Public Facilities ""Public Serivces funding is based on 15:/o~~07-:8entitlement PIUS$100,OO~=~- PI estimated from Fiscal Year 2006-07 CDBG ENTITLEMENT AMOUNT TOTAL COB ---_._~_._- 1~ a~~iI~ble ~o~f'ublic Se,..,tice E!!!!j~~ts*: ~O~_,!vailab/e for ProJJ-,~mJ-'_cfministratio,!_:~_ Balance available for Housing, Commercial Rehab.& Public Facilities P~()JECTi:P CDB~f_R()(;_~M If'J_COI\I!i:JPI) PROJECTED CDBG CARRY OVER FUNDS" -- """Administration is based on 20% 2/23/2007 - 1 COMMUMTYDEVELOPMENTBLOCKGRANTPROGRAM FUNDING REQUESTS AND FUNDING RECOMMENDA TIONS FISCAL YEAR 2007-08 - - - Tota Tota Fund COBG Sub Committee Recommends 07 -08 Request 07 -08 Funding 06-07 Funding 05-06 .A .... C... H....'..L.. D ..C'A' .R; I:t. ... " . . . .,/.,. )"""fiiF"'. . ).;.,,,1..'0<. .ie':".,. .. I .',. .':_ _ _ " ' , _ _''' _ . ',,' _ . _c" ',_ -1:::,.<:'":.:-.,.." _, ',', -:, ',_ -'..'",<-" _ ';0 "__,"',_,:.'" _ _',\-;'-':_'<'-i_--'_",',,':", .-::,,','- ,t,''':-'',.:'''\:':'<-;''':-''':::'"::.',\-:,__:,-'-','-f',,,'_:"";-":"'.';'" ,_ __~-_,-_ .', :. I-,:.._',-,',-",\~,:"":,_"",:-"\;",,,.,, _ _ _ _ _ _ _ _1 _..._...____....__..._____...___...:;..._..;,._____.....:..~__..._...~,...__......___..:_...._:.,.;.........._-:..._................._......4_.........._;;;;.;,;..:.;;...;.;....-':O'~-;..:.:;.~;;f;,;..:......:,,;w.:.;_....;.;...-;,..;;.,;..;;;....-J;;.;:...-'..;.,.:....;..:__;;,;,~~;;....;;.;;.;..;,. ...:;;.:.._;;.;..;o;......';.;;;"'"-.;.;.........;,;.~I;..- _........;;,'_;;,;,.;.i;.,~;,.. - ..... ,""';;;;'.";"''''''' '--""'';'';'';;''-'" ",..-" ....,::--..........- - - . .."...-.....,-.. ".'. ....,.. ." 1. City-Sponsored Child Care ! 10,000 ! 10,000! 10,000 ! !- --- --- ________________m__ ------------------------------------------------------------------~~----------------~--------------+----------------~------------------+----------------------------------------- 2. Friends to Parents ! 4,000 ! 4,000 ! 4,000 ! ! ______________________________________________________-------------,----------------,--------------T----------------,------------------- - ---- ____~~_5~~i~9!~~~~_<?_~~!~!j~~~~~_~L________________mm____~ 2,000 ! 3,000 ! 3,000 ! C~~_~____~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Sub Totall 16,000 i 17,000 : 17,000 : - i 1, City-Sponsored Adult Day Care ! 19,000! 19,000 ! 19,000 I i ---2~-~~~~~~-~~~~-;t~;~~-B-~~-k-----------------------------1---------4~ooo-1-------4~5(jo-i---------Ei,(jO()_r------------------r----------------------------------------- ______________________________________________________-------------,----------------,--------------T----------------~------------------T----------------------------------------- 3, Ombudsman Program of San Mateo County : 1,700 ! 2,000 ! 5,000 1 ! -------------------------------------------------------------------1------- ,----------------------------------------- Sub Total: 24,700 i 25,500 ! 29,000 i -! 1, Neighborhood Services Ctr. (NPNSC) ! 24,000 ! 24,000 I 24,000 ! ! ______________________________________________________-------------,----------------,--------------T----------------~------------------T----------------------------------------- 2. The Tooth Mobile : 14,000 : 12,500 : 14,000 I : ______________________________________________________-------------~----------------~--------------t----------------~------------------t----------------------------------------- 3. Project READ - West Orange Library : 6,000 ! 6,000 1 7,000 ! : -------------------------------------------------------------------i 1 I I ~.----------------------------------------- Sub Total: 44,000 : 42,500 : 45,000 : -: 1, CORA (Ctr. for Domestic Violence Prevention) I 4,000 I 4,000 I 13,000 : : ____________________________________.~________________--------------,----------------,--------------T----------------Ii------------------T- 2, Rape Trauma Services Center : 5,000 : 6,250 : 7,500 ! : ----------------------------------------- 20,500 ! ~~01'Bi~}} 5,000 : Sub Totall ..."0:-,,......~t-.7'..~-7...~7,-::J':",7:7,":':7~~~,~:"7.~,...,7S;!77,-:-~77';:\r~Tsr7t:,77-'~:-.7'2,9:-~'~'?r;2:S:-::s:.2J:,~7:7,,;-217 1!.,....Dls~E3LE.D..$E.R\,/IGE$2'y.:..i.......,)i...i'.y..;ci.........i.i....)..Jc;y..r,.. ;,...._ ............_ _.........._ _._~...... _.;;.......... _'_... '"'_ ....;",,;.;.................. ~,_..'_.....;. .............. .......... ........... :.;'........lo;_.......___ ....__......_~.... 1. Parca Support Services Program : -------------------------------------------------------------------~ . Sub Total: 4,000 : 5,000 : 5,000 : -: 1. John's Closet : 3,000 : 3,000 : 5,000 : : -------------------------------------------------------------------~----------------~--------------~----------------~------------------~- 2. Youth Service Bureau (former Family Alternatives) I 8,000 ! 8,000 ! 10,000 1 : -------------------------------------------------------------------~----------------~--------------+----------------~--_._--------------.- 3. Uwanag Kultural Center !:: 23,700 ! -------------------------------------.------------------------------~ = Sub Total: 38,700 : ______________________________________________________-------------~ .------...f I I I I .. -- -- - ---- - ----- -- --- -- ---- - - ---;--otai-P-~blic se-~ice-l = 155,200 ..._____..___.____.__________________.________._..._._--..t - . _ _ _ _~~_C!~_t"!~ ~y~i!?~I~ _f~~ P'~_~I!~_ ~~~!<?~_ ~~I~_~~~~,?~_~ - Difference between request and available funds: 2/23/2007 0.250 9,000 5,000 4.000 ,- T----------------------------------------- , I EXHIBIT B o . _ _ _ _ _~ ~?:'_~?~ ________m_______1 -47,580 : 11,000 -.....-... 250 111 ,000 108,700 11 CDBG Sub Committee Recommends Fund Request 07 -08 Fund Request 06-07 Total Funding 05-06 1. C. 1.0. Housing Access : 15,000 : 15,000 : 15,000 : : _____________________________________.________________--------------1----------------1--------------f----------------~------------------f- 2. Rebuilding Together Peninsula : 8,500 : 8,500 : 8,500 : : ________________________________________~.__________________________~________________~______________j________________~__________________L_ I I I I I ____~~_~J!~=~e9_~~~~~9_!j~_~~l~~!::~_9~~~_~____________________j______~_~gl?_~?_j____~~~~?~?_l______~~~J~?)_JL__________________1-___________________________________----- 4. City-Sponsored Commercial : 175,000: 175,000: 175,000 : : ______________________________________________________-------------~----------------~--------------T----------------~------------------T- ____~~_~_~~:>_~_~9_~~~:>_~~~!?j~~E.I~~_~_~~~I~!7.:L_____m__________.: : : 14,231 : l_ Total Housing, Comm. & Pub. Fac. Allocations 666,352 ------------------------------------------------------------------- 507,722 Amount Available: i ! $666,352 ! : _________________________~________________~______________~________________~__________________JM_ and available funds: : : 0.00: : 509,302 ____~~_s;_~_~~_~~~~!~~_~~~~~~~~~a.~~~___________________------ Total Administration 43,493 --m------------m--m--..m-------m----A~~~~t-A~;il~-bl~: i i 143,493 i _____________________________________.._____________________________4________________~______________._______---------~------------------ ----------------------------------------- I I I 1 I t f I I I I I I I .---------------t----------------------------------------- J I 1. La Raza Centro Legal : 14,475 : 14,294 : 14,294 ! ______________________________________________________-------------1----------------1--------------t-----------------,--- 2. Project Sentinel : 3,525 : 3,525 : 8,000 : ----m--m----------------------.-m---Tota-iHOME-Proiiram! 18,000 i 17,819 i 22,294 i -m----m--m---m------------------m--Am-ount-Avaiiable: : : 17,819: -------------------------------------------------------------------~----------------~--------------~----------------~------------------ __ I I I I Differenc request and available funds: : : -4,475.00: EXHIBIT B 1. HIP Housing l 22,500 ! 22,500 l 27,800 i ! ______________________________________________________-------------,----------------,--------------T-----------------r------------------T- 2. Shelter Network - Crossroads : 18,000 : 18,000 : 18,000 : : ___________________________________________________________________~________________~______________i________________-L__________________~_ 3. Shelter Network - Maple Street : 7,500 : 7,500 : 7,500 l ! --------------------------~--------------------~-------------------~----------------~--------------.----~-----------~------------------.- 4. Samaritan House - Safe Harbor ! 7,000 ! 7,000 : 7,000 : ! -------------------------------------------------------------------~----------------~--------------~----------------~------------------+- ____?~__~9_~9~~_~_~~~!~_~~g_~~5~~_~~_~~!~!~~~~~!_~~_~~)____j_________?29_~g_j-------~~g~g-1---------?J~g9-J_------------------1----------------------------------------- 6. Sitike Counseling Center. i 10,300 : 10,300 : 20,000 : : ~._~~..~~____~___......_....~_.._~._~._._._._...._.~___......_~."---_..~l' - - = Total Redevelopment Funds: 70,300 70,300 85,300 ~ _. ~... _... _... ~ _. ~ ~.. _ ~ _...... _ _ _........... M _ _.... _ _........_. _.. M _ _... _... ~-~ _ _. _.._ _..._ _. _. _ _ _. _ __. _ _ __ _ _ _ _ _. !:-~~~!1_t. ~~9_i~C}~J~_: Difference between request and available funds: ~-- .".~_.M~_____ m'!_Q,_~~_Q_ ___ -15,000.00 ~- / 2 2/23/2007 Actua Served in 2005- 06 Proposed Low-Income SSF Clients 2007 -08 %of Grant used for Salaries %of Project Budget paid by CDBG SSF CDBG Request Proposed Project Budget Percent Salaries to Agency Budget Total Agency Budget Service Site Activity Category 12 41 231 13 !QP. 114 - 100.0% 100.0% 0.0% 0.7% 0.3% 75.0% 1 0,000 4,000 3,000 $ $ $ 1,363,103 1,395,500 4,000 87.0% $ 71.1% $ 75.4% $ 4,796,914 1,395,500 778,591 $ $ $ Several SSF sites 2525 Wexford Ave., SSF 530 Tamarack Lane,SSF .... j I' . A. CHI)jnCAU 1. City-Sponsored Child Care 2. Friends to Parents 3. Children's Center ~SFUSD) 260h 30 2.9% 0.2% 1.1% 19,000 5,000 5,000 $ $ $ 77.7% $ 662,169 41.7% $ 2,810,102 77.1% $ 459,057 4,796,914 13,204,598 459,057 $ $ $ 601 Grand Ave., SSF 3 SSF Locations Adult Care facilities in SSF B.SlBMORSERY'ICES , 1. City-Sponsored Adult Day Care 2. Second Harvest Food Bank 3. Ombudsman Program ofSMCo 3000 $ 720,987 ..CO...GENEt{AC$OCIALSFJRYIC:Eslr} 1. Neighborhood Services Ctr. T100 Linden Ave. (NPNSC) 2. The Tooth Mobile 2387 0.0% 8% 11 $ 24,000 202,624 65.6%1 $ SSF 424 56 140 65 100.0% 0.0% 58.3% 4,000 $ 24,000 62.9%1 $ 878,000 $ Santa 1659 Scott Blvd #4, Clara 840 West Orange, 88.5% 100.0% 1.2% 2.7% 2.5% 7,000 13,000 7,500 $ $ $ 585.815 488,000 295,999 87.0%1 $ 63.9% $ 68.0% $ 585.815 3,405,000 584,194 $ $ $ SSF Orange Library D.BATTEJrED;WQMEN'S.SERVICJt,S. 1. CORA (Confidential) 2. Rape Trauma Services Center 1860 El Camino, West READ 3. Project 68,948 62.3%1 $ 3,564,092 E. DISABLEDSERVICES ..1 60 74 - - None available I EXHIBIT C 100.0% 0.0% 100.0% 67.5% 7.3% .9% .9% 5,000 5,000 10,000 74,400 $ 50,000 $ 13,900 $ 23.700 $ 0.0% $ 58.8% $ $ 50,000 7,344,374 27,000 N/A $ $ $ Ben Franklin Mid. Schl., DC 1486 Huntington A ~ SSF DC 222 Lausanne Ave, Parca Support Services Program* F.YOI.tl'I-tSEil.VIC;ES 1. John's Closet 2.Youth Service Bureau (NPFA) 3. Liwanag Kultural Center (NEW) 2/23/2007 1 Actual Served in 2005- 06 Proposed Low-Income SSF Clients 2007-08 %of Grant used for Salaries %of Project Budget paid by CDBG SSF CDBG Request Proposed Project Budget Percent Salaries to Agency Budget Total Agency Budget Service Site Activity Category 14h 28 76.9% 100.0% 364 South Railroad Ave SM 50 Hillcrest HIP Housing 35 20 4.7% 0.7% 18,000 7,500 ~ $ 385,546 ,046,660 56.2% $ 56.2% $ 6,421,089 6,421,089 $ $ Daly Ci Redwood Dr. 580 Maple St. Crossroads Maple Street 2. Shelter Network 3. Shelter Network 88 87 9 OOp 100.0% 00.0% 0.7% 30.7% 7,000 5,000 $ $ 988,343 16,294 56.0% $ 56.6% $ 5,025,623 ,290,927 $ $ Ci 245 N. Access Rd., SSF 600 Linden Ave.. SSF 4. Samaritan House - Safe Harbor 5. La Raza Centro Legal Code Enforcement Assistance 6. Sitike Counseling Center 56 65 100.0% 69.0% 6.9% $ 20,000 290,038 89.7%1 $ 787,236 $ *This fiscal year (2006-07) we learned that Parca had been under-reporting the number of beneficiaries. Typically this program serves between 350-400 individuals with disabilities and their families. The number reported in 2005-2006 represented new clients served. Because of the intensive nature of the advocaC' support and education Qrovided to the families -- the 396 number most accuratelv reflects the work done by Parca 306 Spruce, SSF EXHIBIT C they ntake so they changed their why Project Sentinel completed 9 projects in 2005-2006 and is projecting 62 in 2007-2008 is because individuals served bv the agency not iust the individuals that reauired extensive case manaaement. 2 2/23/2007 **The reason can reQort al ~'t\\ SM 5 ~ - ~\t.\ o C"> >-< u;j ~ g C4lIFOP.~" Staff Report AGENDA ITEM # 7 DATE: February 28, 2007 TO: Honorable Mayor and City Council FROM: Doug Hollis, Director of Information Technology SUBJECT: RESOLUTION A WARDING CONTRACTS FOR NEW FINANCIAL AND HUMAN RESOURCES/P A YROLL SOFTWARE SYSTEMS RECOMMENDATION It is recommended that the City Council approve the attached resolution authorizing the City Manager to execute contracts with Tyler Technologies/Eden Division (Eden) for a new financial software package, and with High Line Corporation (High Line) for a new Human Resources/payroJJ software package. Funds have been budgeted in the. capital improvement budget for these acquisitions. BACKGROUNDIDISCUSSION The City's financial/payroll system is based on a platform that is approaching 20 years of age, and is inefficient and cumbersome. The existing system is programmed in an obsolete language, and is not built on a series of tables so that data entered in one segment of the system does not update data in other systems, increasing the probability of error. It does not facilitate the easy retrieval of data or the analysis of that data. Furthermore, the City currently has no automated Human Resources software system. Such a system would allow Human Resources staff to track applicants, as well as keep and monitor data on employees in such information areas as training, certifications, evaluations, etc. For these reasons, staff included a capital improvement budget item to acquire new software. The selection process has been completed, and contracts have been negotiated. The contracts are with Tyler TechnologieslEden Division for core financial modules, and with High Line Corporation for Human Resources/payroll modules. The two software packages are Windows based, and will interact/interface with each other. The attached resolution gives the City Manager the authority to execute those contracts. Selection Process In order to make its selection, Finance Department staff obtained the names of financial software vendors from other cities, on websites, and at professional conferences. Over 20 financial system vendors were considered. Several vendors were found to be "first tier", or very expensive, geared for much bigger cities or organizations, and were not considered further. The remaining vendors were then called with a list of specific questions about their software functionality. Based on their answers, some were eliminated from future consideration. Staff Report Subject: Resolution Awarding Contracts to Eden Systems and High Line Systems Page 2 of 3 For Human Resources software, staff talked with several cities, reviewed websites and talked with several Human Resource Directors about their current systems, what was working and what they would change if they could. Staff looked more in depth at approximately 15 Human Resource vendors, and the list was narrowed down by the size of the cities served, complexities and cost. Detailed Requests for Proposals (RFPs) were developed by Finance, Human Resources (HR) and Information Technology (IT) staff, and were then sent out to a total of 20 firms. A total of nine responses were received. Staff from Finance, IT, and HR reviewed the responses, and five were determined to have the appropriate functionality and the appropriate dollar budgets to be further considered. Those five firms were each invited back to host full day software demonstrations for staff from Finance, IT, HR, as well as representatives of user departments (Public Works, the Library, Police and Fire). Financial Application Responses From the vendor demonstrations, staff ranked the functionality of the software for such items as: ease of navigation, intuitive feel and logic of the screens, simplicity of data entry, sophistication of producing different "what if' scenarios for budgeting, ease of producing reports, ability to obtain detailed financial information by "drilling down" into an online record for further and further detail, etc. Staff from all departments reached consensus that the top firm for financial applications for further review was Eden. Eden specializes in public sector financial software for medium sized CItIes, and has been installed in numerous cities in California. Recently, the cities of San Mateo and Santa Cruz installed Eden, and San Bruno recently selected Eden as well. Other Bay Area cities that have Eden include the City of San Rafael and the City of San Leandro. As follow-up, staff from Finance, IT, and HR visited the City of San Mateo and viewed their actual use of Eden, and found that it met their needs, and they were very satisfied. References from several other cities were also checked, and were found to be very positive. Human Resources Application Responses Staff ranked Human Resource applications according to the availability of useful information, ease of obtaining information, ease of timekeeping data input, ability to model salary change data, sophistication of the software in handling the City's very complex union agreements and rules, and the clarity of the reports. Staff reviewed reports, data input screens, and usefulness of the screens on each of the major modules. A key factor was how easy the timecard screens were to navigate, as well as the sophistication of standard reports that the firms provide. For example, payroll reports need to comply with PERS reporting requirements. Other key factors were the sophistication of applicant tracking through the hiring process, and the ability to use online data and automate current paper processes. High Line was selected as the top Human Resources/payroll application. High Line specializes in Human Resource/payroll information for the public and non-profit sectors and for small to medium sized cities and has been gaining popularity. Staff visited the City of Sunnyvale who is currently using High Line and had an opportunity to discuss the implementation and use and Staff Report Subject: Resolution Awarding Contracts to Eden Systems and High Line Systems Page 3 of 3 found out they liked High Line and were very satisfied. Reference from other cities and users were also very positive. Timeline for Implementation The IT Director is the overall project leader for implementing the two software packages, and has taken the lead in contract negotiations with the two vendors to date. A contract project manager has been hired to assist the City in the project. Staff from IT, HR, and Finance has begun meeting on a regular basis, and will continue to meet throughout the implementation. Based on staff's internal deliberations, staff intends to implement the software in roughly the following schedule. Actual implementation will depend on such factors as data integration and staff's ability to train departments on the new software prior to implementation: . Human Resources module: August l, 2007 . Payroll module: March l, 2008 . Financial Applications: July l, 2008 FUNDING The attached contract amounts are not to exceed: . Tyler/Eden High Line $260,000 $250,000 . Total $510.000 Funds have been budgeted in the Capital Improvement budget for software acqUISItIon, installation, training, and implementation, induding costs for project management and data converSIon. CONCLUSION Acquisition of the Eden and High Line software packages will allow the City to have modern software to assist in information management and data analysis. Both systems are in the middle tier, meaning, they are neither the simplest systems on the market nor the most robust, and are therefore appropriate for South San Francisco's needs and budget. Prepared bY~ r '. oug Hollis Director of Information Technology Approved Attachments: Resolution Contracts RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOUJTION AUTHORIZING THE CITY MANAGER TO SIGN AGREEMENTS WITH TYLER TECHNOLOGIES AND vVITH HIGHLINE CORPORATION FOR FINANCIAL AND HUMAN RESOURCES SOFT'W ARE AND IMPLEMENTATION SERVICES WHEREAS, the City of South San Francisco's current financial software system is outdated, inefficient, and does not promote data analysis and adequate internal financial reporting; and WHEREAS, the City also needs a Human Resources software package to manage data on its most important resource, its personnel; and WHEREAS, staff from multiple City departments reviewed vendor responses and attended software demonstrations of their products; and WHEREAS, staff have selected Tyler Technologies' Eden Division software as the most preferable for financial applications, and have also selected High Line Corporation's software as the most preferable for human resources/payroll applications; and WHEREAS, funds have been budgeted in the capital improvement budget for software acquisition, installation, and implementation. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager to execute agreements with Tyler Technologies/Eden Division and with Highline Corporation in approximately the same form as the attached, and to make necessary changes to the agreements attached to this Resolution. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the _day of , 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk LICENSE AGREEMENT #061001 Page 1 of 12 LICENSE AGREEMENT #061001 THIS AGREEMENT made this 19th day of February, 2007. BETWEEN: HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario, Canada L3R 9R6 (hereinafter referred to as HIGH LINE) and CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue P.O. Box 711 South San Francisco, California, USA 94083 (hereinafter referred to as CUSTOMER) 1. DEFINITIONS: The following terms are defined for the purposes of this Agreement: a) "Annual Service Agreement" means the separate agreement between the CUSTOMER and HIGH LINE for service, maintenance and support of the Licensed Software, to be executed contemporaneously with this License Agreement as set out in paragraph 6 below. b) "Derivative Works" means any software and copies thereof which are developed by any person and which are based on or incorporate any part or version of the Licensed Software, including without limitation any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which the License Software may be recast, transformed or adapted, and that if prepared without HIGH LINE's authorization would constitute a copyright or trade secret infringement of the Licensed Software. c) "License" means the license herein granted to CUSTOMER to Use the Licensed Software with respect to the number of Active Employee Records set out in Part I to Schedule "A". d) "License Fee" means the license fee to be paid by the CUSTOMER to HIGH LlNE as set out in paragraph 4 and Part II to Schedule "A" below. 2/19/2007 - 1 LICENSE AGREEMENT #061001 Page 2 of 12 e) "Licensed Software" shall be the most recent version of the Software listed in Part Iof Schedule "A" to this Agreement, including the database included therein and basic documentation and related materials pertinent to said Software, and any update to the Licensed Software hereinafter furnished to CUSTOMER by HIGH LINE, and any Derivative Works developed by or on behalf of the CUSTOMER, but not including any Third Party Software set out in Part ill of Schedule "A". f) ''Planning Fees" means the professional service fees and expenses which are payable to HIGH LINE with respect to developing the Implementation Planning Report Document in accordance with the provisions of paragraph 8 and Schedule "B". g) "Implementation Planning Report Document" means a project plan agreed to between the CUSTOMER and HIGH LINE to install, implement and train the CUSTOMER with respect to the Licensed Software, to be jointly developed and agreed to following execution of this License Agreement in accordance with the provisions of Paragraph 9 below and made Schedule "c" to this Agreement. h) "Third Party Software" means the software products of third party as outlined in Part ill to Schedule "A"; the CUSTOMER acknowledges and agrees that it is responsible for obtaining its own copies and licenses for all Third Party Software, unless otherwise agreed and set out in Part ill to Schedule "A". i) "Use" means use by the CUSTOMER of all or any part of the Licensed Software for CUSTOMER's internal business purposes only with respect to the number of Employee Records set out in Part I of Schedule "A", and not for sub-licensing, rental, application service provider, outsourced consultant, time sharing or service provider or third party service bureau of any kind. 2. SCHEDULES and ADDENDUMS This Agreement includes any Schedules or Addendums attached to this Agreement. In the event of a conflict between the terms of any Schedule or Addendum or the body of this Agreement, the terms of the Schedule or Addendum will prevail. 3. GRANT OF LICENSE IDGH LINE hereby grants and CUSTOMER hereby accepts a perpetual, non-exclusive license to Use the Licensed Software on the following terms and conditions. 4. LICENSE FEE CUSTOMER agrees to pay HIGH LINE a sum of Eie:htv Thousand. Nine Hundred & Sixty ($80.960) U.S. DOLLARS for a non-exclusive and non-transferable perpetual license for the Use of the Licensed Software as per the schedule described in Part II of Schedule "A" to this Agreement ("License Fee"). 5. TAXES In addition to the foregoing, CUSTOMER shall pay and remit the full amount of any sales, use, excise, V AT, GST or similar taxes applicable to any fee or sum payable by CUSTOMER to 2/19/2007 - 2 LICENSE AGREEMENT #061001 Page 3 of 12 HIGH LlNE under the terms of this Agreement, if any; or in lieu thereof, CUSTOMER shall provide HIGH LlNE with a certificate acceptable to the taxing authorities in question exempting CUSTOMER from payment or remittance of these taxes. CUSTOMER shall pay and remit the full amount of any sales, use, excise, V AT, GST or similar taxes applicable to any fee or sum not payable by CUSTOMER to HIGH LlNE under the terms of this Agreement to CUSTOMER's governing tax authority. 6. SUPPORT AND MAINTENANCE This Agreement does not extend to or cover issues related to support for or maintenance of the Licensed Software, which is dealt with in a separate Annual Service Agreement which will be executed by HIGH LlNE and the CUSTOMER contemporaneously with execution of this License Agreement. 7. INSTALLATION. IMPLEMENTATION and TRAINING This Agreement does not extend to or cover issues related to installation, implementation or training, which shall be CUSTOMER's responsibility and obligation, and will be dealt with in the Implementation Planning Report Document between HIGH LINE and CUSTOMER as referred to in paragraph 9 below. 8. TERM and TERMINATION a) This License is effective from the date of execution of this Agreement by both parties. The License granted herein with regard to each Licensed Software shall remain in force until CUSTOMER permanently discontinues the Use of that Licensed Software or until HIGH LINE terminates this Agreement upon written notice to CUSTOMER by reason of CUSTOMER'S failure to comply with any of the terms and conditions of this Agreement. If the CUSTOMER inadvertently fails to comply with any of the terms of this Agreement, the CUSTOMER will be granted ten (10) days after written notification from HIGH LINE to comply with the terms of this Agreement prior to termination. b) Within thirty (30) days after CUSTOMER has permanently discontinued the Use of any Licensed Software or HIGH LlNE has terminated any License by reason of CUSTOMER'S failure to comply with any of the terms of this Agreement, CUSTOMER will certify, in writing, to HIGH LlNE, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies of the discontinued or terminated Licensed Software have been destroyed or, at HIGH LlNE's option, returned to HIGH LlNE. c) In addition to the foregoing, the Implementation Planning Report Document may contain additional provisions regarding termination of this Agreement and the License, in which case such provisions in the Implementation Planning Report Document and its Appendices will supersede anything to the contrary in this Agreement. 9. IMPLEMENTATION PLANNING REPORT DOCUMENT a) Immediately following execution of this Agreement and the corresponding Annual Service Agreement, the CUSTOMER and HIGH LINE shall begin developing the Implementation Planning Report Document. 2/19/2007 - 3 LICENSE AGREEMENT #061001 Page 4 of 12 b) In the event of any conflict between the terms of the Implementation Planning Report Document and the terms of this Agreement, the terms of the Implementation Planning Report Document will prevail; provided that the Implementation Planning Report Document will only deal with installation, implementation and training with respect to the Licensed Software, and will not deal with issues related to the License, the License Fee (other than the Payment Schedule for the License Fee), the Use, property rights or the other matters covered by the terms of this Agreement. c) The CUSTOMER agrees to pay HIGH LINE for HIGH LINE's professional services in working on the Implementation Planning Report Document at the rates set out in Schedule "B" ("Planning Fees"), such Planning Fees to be paid based upon invoices issued by HIGH LINE upon completion of service as rendered. d) Notwithstanding anything in this Agreement to the contrary, this Agreement and License granted herein and the Annual Service Agreement are conditional upon HIGH LINE and the CUSTOMER agreeing upon a program and contract for the installation, implementation and training of the Licensed Software as set out in the Implementation Planning Report Document by , or such other date as may be agreed to between HIGH LINE and the CUSTOMER in writing, failing which: i) either HIGH LINE or the CUSTOMER may terminate this Agreement and the related Annual Service Agreement on seven days prior written notice; ii) HIGH LINE shall refund all License Fees paid by CUSTOMER to that date without interest; and iii) HIGH LINE may setoff and deduct all or any part of the Planning Fees from the License Fees to be refunded under sub-paragraph (ii) above. 10. LICENSE and PROPERTY RIGHTS a) The License granted under this Agreement authorizes CUSTOMER on a personal, non- transferable and non-exclusive basis, to Use any Licensed Software without right to sub- license or rent. b) The Licensed Software and all copies thereof are the property of HIGH LINE and title thereto remains with HIGH LINE. c) All applicable rights in patents, copyrights, trade-marks and trade secrets in the Licensed Software are and will remain with HIGH LINE. The CUSTOMER shall not remove any HIGH LINE trademarks or ownership notices imbedded in any of the Licensed Software. d) The CUSTOMER shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Software or copies thereof to others without HIGH LINE's prior written consent. e) The CUSTOMER agrees to secure and protect each Licensed Software and any copy thereof, from use by unauthorized persons and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Software or copies thereof, to satisfy its obligations under this Agreement. 2/19/2007 - 4 LICENSE AGREEMENT #061001 Page 5 of 12 t) CUSTOMER agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to Licensed Software to satisfy its obligations under this Agreement with respect to use, copying, modification, and protection and security of Licensed Software. g) CUSTOMER agrees not to provide or otherwise make available any Licensed Software, in any form, to any person other than CUSTOMER'S or HIGH LINE'S employees without prior written consent from HIGH LINE, except during the period any such person is on CUSTOMER'S premises with CUSTOMER'S permission for purposes specifically related to CUSTOMER'S Use of the Licensed Software. h) The CUSTOMER may generate, develop and use Derivative Works, provided: i) the CUSTOMER shall be deemed to have the right to Use the Derivative Works for the Term of the License herein granted; ii) all such Derivative Works shall be owned by and shall be the exclusive property of mGH LINE; iii) HIGH LINE shall not have any obligation to maintain or support Derivative Works, unless otherwise agreed to in writing, or unless mGH LINE incorporates such Derivative Works into its base Licensed Software and delivers same to CUSTOMER as part of an authorized fIx, change or upgrade; and iv) the CUSTOMER will notify HIGH LINE of the creation of any Derivative Works, and will immediately on request from mGH LINE provide mGH LINE with source code and supporting documentation for Derivative Works. i) CUSTOMER . shall not disassemble, de-compile, translate or reverse engineer the Licensed Software without mGH LINE'S prior written consent. 11. COPIES The CUSTOMER shall be entitled to make copies of the Licensed Software for backup, training and system development purposes. The original and any copies of Licensed Software, in whole or in part, which are made by CUSTOMER shall be the property of mGH LINE. CUSTOMER agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Software. CUSTOMER shall maintain records specifically identifying the location of each copy of the Licensed Software and shall make such records available to HIGH LINE during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. 12. ESCROW By signing this Agreement the CUSTOMER becomes a beneficiary for the source code for the Licensed Software. HIGH LINE agrees to notify Lincoln-Parry Associates mc., with whom HIGH LINE has a Software Escrow Agreement, that CUSTOMER has become an eligible beneficiary under this Agreement. 13. PATENT AND COPYRIGHT INDEMNIFICATION 2/19/2007 - 5 LICENSE AGREEMENT #061001 Page 6 of 12 HIGH LINE at its own expense shall defend, indemnify, and hold harmless CUSTOMER, its officers, directors, employees, and agents against any loss, damage, liability, cost (including attorney's fees) resulting from any claim or action brought against CUSTOMER to the extent that it is based on a claim that any Licensed Software used within the scope of the License hereunder infringes a patent, trademark or copyright, provided CUSTOMER notifies HIGH LINE promptly in writing of the action (and all prior claims relating to such action) after CUSTOMER becomes aware of same. In the event of any loss, damage, liability or cost for which High Line is obligated to indemnify CUSTOMER hereunder, HIGH LINE shall defend with counsel mutually approved by it and CUSTOMER. In the event any Licensed Software become, or in HIGH LINE's opinion is likely to become, the subject of a claim of infringement of a patent, trademark or copyright, HIGH LINE may at its option either secure the CUSTOMER'S right to continue using the Licensed Software, replace or modify them to make them non- infringing, or if neither of the foregoing alternatives is reasonably available to mGH LINE, discontinue the Licensed Software upon three month's written notice. If, however, the Licensed Software is the subject of a claim of patent or copyright infringement, CUSTOMER may notify HIGH LINE in writing during the one month after the mGH LINE'S notice of discontinuance that CUSTOMER elects to continue to be licensed with respect to the Licensed Software until there has been an injunction or the claim has been withdrawn, and agrees to undertake at CUSTOMER'S expense the defense of any action against CUSTOMER and to indemnify mGH LINE with respect to all costs, damages and legal fees attributable to such continued use after such notice is given to HIGH LINE: it being understood that HIGH LINE may participate at its expense in the defense of any such action if such claim is against HIGH LINE. mGH LINE shall have no liability for any claim of copyright or patent infringement based on: a) Use of other than a current unaltered release of the Licensed Software available from HIGH LINE if such infringement would have been avoided by the use of a current unaltered release of the Licensed Software available from mGH LINE; or b) Use or combination of the Licensed Software with modifications, improvements or other Software not supplied by HIGH LINE; or c) An intentional tortious act or negligence of CUSTOMER; or d) Use by CUSTOMER of the Licensed Software in an application or environment for which the Licensed Software was not designed or contemplated. THE FOREGOING STATES THE ENTIRE LIABILITY OF mGH LINE WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE LICENSED SOFIWARE OR ANY PARTS THEREOF. 14. WARRANTY Each Licensed Software will conform to mGH LINE'S current published software specifications when it is shipped to CUSTOMER and for a period of 365 days following the earlier of: a) first installation of mGH LINE's then current version of the Licensed Software on the CUSTOMER's computer hardware for the purpose of commencing implementation of the Licensed Software (Train the Trainer Implementation) in accordance with the Implementation Planning Report Document; or 2/19/2007 - 6 LICENSE AGREEMENT #061001 Page 7 of 12 b) first installation of HIGH LINE's then current version of the Licensed Software on HIGH LINE's computer hardware for the purpose of commencing implementation of the Licensed Software in accordance with the Implementation Agreement (Quickstart Implementation); or c) commencement of the implementation of the Licensed Software as set out in the Implementation Agreement (Quickstart Implementation). EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, HIGH LINE GRANTS NO W ARRANTlES OR CONDITIONS, EITHER EXPRESS OR IMPLlED, ON ANY LICENSED SOFTWARE AND ITS PERFORMANCE, INCLUDING ALL IMPLlED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED EXPRESS WARRANTY IS IN LlEU OF ALL LIABILITIES OR OBLIGATIONS OF HIGH LINE FOR DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED SOFTWARE. 15. LIMITATION OF LIABILITY HIGH LINE shall be liable hereunder for damages including but not limited to liability for any funds, mutual breach of this Agreement or patent and copyright infringement and all other actions to the extent that liability (1) arises from willful misconduct or negligent actions of or be caused by HIGH LINE or its agents, servants and employees and which result in personal injury, death and/or property damage or (2) arises out of any violation of any federal, state, or municipal law or ordinance including but not limited to any employment related laws or (3) arises out of any violation or infringement of a U.S. patent, trademark, or copyright. 16. EXTENDED APPLICATION The provisions of this Agreement shall govern the terms of any present or future order from CUSTOMER. Acceptance by CUSTOMER of any Licensed Software or optional materials from HIGH LINE shall be deemed conclusive evidence of CUSTOMER'S agreement that the License for such Licensed Software or optional materials is governed by this Agreement. 17. SEVERABILITY If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent, deemed omitted, unless a court of competent jurisdiction determines otherwise. 18. GOVERNING LAW This Agreement shall be governed by the laws of the State of California. The courts of competent jurisdiction in the City of South San Francisco, California, shall have exclusive jurisdiction in the event of any litigation between the parties with respect to any matter or dispute arising out of this Agreement, and both parties agree to attorn to the exclusive jurisdiction of such courts. 19. ENTIRE AGREEMENT 2/19/2007 - 7 LICENSE AGREEMENT #061001 Page 8 of 12 This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement, and there are no other representations, warranties, terms or conditions except as set out in this Agreement in writing; provided that in the event of any conflict between the terms of the Implementation Planning Report Document and the terms of this Agreement, the terms of the Implementation Planning Report Document will prevail. 20. INJUNCTION AND EQUITABLE REMEDIES The CUSTOMER hereby recognizes that the Licensed Software is a valuable asset of the HIGH LINE and that any remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation of any of the terms and provisions of this Agreement shall be inadequate. As a result, HIGH LINE shall, in addition to any other relief available to it (including, without limitation, monetary damages to the extent that HIGH LINE proves such damages), be entitled to the remedy of an injunction and other equitable remedies without having to establish the inadequacy of any remedy available to it. The CUSTOMER hereby undertakes not to make any defense in proceedings regarding the granting of an injunction or specific performance which refer to the availability to HIGH LINE of other remedies. IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein. L ,":CtRATION CITY OF SOUTH SAN FRANCISCO PER: N NAME: TITLE: President TITLE: DATE: February 19,2007 DATE: 2/19/2007 - 8 LICENSE AGREEMENT #061001 Page 9 of 12 SCHEDULE "A" TO SOFTWARE LICENSE AGREEMENT #061001 PART I - SOFTWARE COVERED BY THIS AGREEMENT The PERSONALITY Application Software modules to process up to 500 active Employee/Retiree Records, extended to 750 active Employee/Retiree Records, Employee Records being defined as the highest number of employees administered by the system in any month during a twelve-month service period. The Software covered by this Schedule includes: Foundation (incl. Position Control) Pa roll Benefit Administration Salary Administration Attendance Recruiting Workflow Forecasting & Costing $17,600 $21,120 $7,040 $7,040 $7,040 $3,520 $7,040 $10,560 ... . ... 1 The license fee value includes a 10% increase over Tier 1 fees to process up to 750 Employee/Retiree Records. As additional Software is purchased, an Addendum to this Schedule shall be issued. mGH LINE guarantees Software Application License fees for one (1) year from the date of Agreement execution. PART H - PAYMENT SCHEDULE: LICENSE FEE 50% Due upon signing of the Agreement. 35% Due upon 1st installation of software. 15% Due upon Pilot completion In the event of any conflict between the Payment Schedule set out under this Part II and the Schedule set out in the hnplementation Planning Report Document, the Payment Schedule shall be governed by the Implementation Planning Report Document. PART HI - THIRD PARTY SOFTWARE ORACLE APPLICATION SPECIFIC LICENSING Additional Third Party Software may be referred to in the hnplementation Planning Report Document, in which case the terms of the hnplementation Planning Report Document will 2/19/2007 - 9 LICENSE AGREEMENT #061001 Page 10 of 12 supersede anything to the contrary in this Agreement. For the right to use Third Party Application Software programs, CUSTOMER agrees to execute the applicable Sub-License Agreement herein. Internet Developer Suite (1 developer seat) fucludes Oracle Reports, Discoverer $3,000 ($1,000) $2,000 Administration, SQL *Plus Annual Maintenance $1,250 ($500) $750 Oracle Database Server - Standard Edition Named Users (10 users@$180/user) $1,800 ($800) $1,000 Annual Maintenance (10 users@$120/user) $1,200 ($400) $800 Oracle futernet Application Server - Enterprise Edition Named Users (10 users@$360/user) $3,600 ($1,200) $2,400 Annual Maintenance (10 users@$150/user) $1,500 ($600) $900 All Oracle costs are due N30 upon installation of software, or use of the software on the client's behalf and are subject to change according to the published Oracle Price List. VERTEX PAYROLL TAX TABLES The Vertex Payroll Tax Tables are required in the Personality2000 Payroll Calculation. It is the CUSTOMER'S responsibility to purchase this software subscription directly from Vertex. First Year Fee $4,410 Renewal Fee $2,205 All Vertex fees are subject to change according to the published Vertex Price List. 2/19/2007 - 10 LICENSE AGREEMENT #061001 Page 11 of 12 SCHEDULE "B" TO SOFTWARE LICENSE AGREEMENT # 061001 Professional Service Fees Schedule - Train the Trainer Methodolo2V Project Planning + Report Software Installation $13,400 $5,000 $5,000 Foundation, Basic Salary Administration and Position Control Training Basic Payroll Training Advanced Payroll Training Attendance Training Benefits Training Recruiting and Discoverer Training Workflow Forecasting & Costing Training Troubleshooting Assistance Conversion Training & Consulting Project Account Management Assistance Check/Direct Deposit Programming Estimate $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $20,000 $5,000 $10,000 $4,500 The Fee Schedule outlines an estimate of the Train the Trainer method Implementation costs, based on our experience in similar environments. A detailed project plan will be jointly developed during the Planning Session held at the start of the project; actual costs are determined at that session. Payment Terms: All Professional Services are billed upon completion of service as rendered: payment due N45 days. All travel and reasonable out of pocket expenses necessarily and actually incurred by HIGH LINE will be passed through as incurred according to High Line Travel Policy. 2/19/2007 - 11 LICENSE AGREEMENT #061001 Page 12 of 12 SCHEDULE "C" TO SOFTWARE LICENSE AGREEMENT # 061001 Implementation Planning Report (to be attached when completed and accepted). 2/1912007 - 12 RE: LICENSE AGREEMENT #061001 Page 1 of 8 ANNUAL SERVICE AGREEMENT - US FOR LICENSE AGREEMENT #061001 Between: IDGH LINE CORPORATION 145 Renfrew Drive Suite 210 Markham, Ontario, Canada L3R 9R6 (hereinafter referred to as HIGH LINE) and CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue P.O. Box 711 South San Francisco, California, USA 94083 (hereinafter referred to as CUSTOMER) EFFECTNE DATE: 365 days from 1st mitial mstallation of Software EXPIRATION DATE: I-Year Thereafter 1. Subject Matter: This Agreement constitutes a formal contract between HIGH LINE and CUSTOMER for Annual Service on the Licensed Software listed on Schedule "A" to this Agreement (the "Licensed Software"), and any additions or deletions therefrom agreed to by HIGH LINE and CUSTOMER in writing from time to time, in accordance with the terms of this Agreement. The Enhanced Technical Services listed on Schedule B are included at no charge until the SQLServer database solution is available. 2. Tenn: This Agreement commences on the Effective Date stated above and will remain in full force and effect until the Expiration Date stated above. This Agreement shall automatically renew at the expiry of the then current term for the next ensuing twelve (12) months, unless terminated by either party by written notice delivered not less than thirty (30) days prior to the end of the then current term. 3. Annual Service Rates: The Annual Service Rates and payment terms applicable throughout the term of this Agreement will be HIGH LINE's then current service rates and payment terms for the Licensed Software. A schedule of Annual Service Rates and payment terms will be mailed by HIGH LINE to CUSTOMER not less than forty-five (45) days prior to the expiration of the then current term. If any part of the term of this Agreement is greater or less than twelve months, the Annual Service Rate for that part of the term of this Agreement will be adjusted pro rata for the period in question on a per diem basis. 2/19/2007 - 1 RE: LICENSE AGREEMENT #061001 Page 2 of 8 4. Adjustment to Expiry Date: HIGH LINE may, from time to time, adjust the Expiration Date for administrative purposes, in which case HIGH LINE will provide thirty (30) days prior written notice and any Service Rates paid or to be paid will be adjusted accordingly pro rata on a per diem basis. 5. Coverage: HIGH LINE agrees to provide the following Licensed Software support and maintenance services to CUSTOMER during the Term of this Agreement, conditional upon a signed Annual Service Agreement being in effect and all Annual Service Rates having been paid up to date at the time the service is to be provided: a) Corrections and fixes for any errors or inconsistencies in the programs in the Licensed Software due to HIGH LINE programming error, or failures of the programs or databases in the Licensed Software to perform in accordance with the manuals provided by HIGH LINE, which are notified in writing to HIGH LINE by CUSTOMER during the term of this Agreement. CUSTOMER shall assist HIGH LINE in identifying the circumstances in which such errors or inconsistencies were discovered and in providing documentary evidence of the same. b) Improvements, changes, upgrades and updates to the Licensed Software and related documentation as they become generally available. c) Support for Oracle Database and Oracle Tools software to the extent they have been incorporated into the Licensed Software, or they are required to make reasonable use of the Licensed Software. d) Support for the integration of the Vertex PA YROLLTAX™ System into the Licensed Software. e) Updated rates and database information for the calculation of Federal, State and Local Income Taxes, State Disability Insurance, Unemployment Insurance, and 401K ("Government Changes"), and production of Federal and State-legislated reports. f) Initial response to problems within four working hours of notification by CUSTOMER to the HIGH LINE SUPPORT LINE, Monday to Friday, 8 am to 8 pm Eastern Standard Time, except for statutory holidays. In return for the services described in this paragraph 5, CUSTOMER will pay HIGH LINE the Annual Service Rates referred to in paragraph 3, failing which HIGH LINE may refuse to provide these services. Notwithstanding anything herein to the contrary, HIGH LINE shall not be obligated to deliver Government Changes for any calendar year unless CUSTOMER has executed an Annual Services Agreement and paid Annual Service Rates for that calendar year, and installation or use of Government Changes for any calendar year shall be deemed to be a binding agreement between HIGH LINE and CUSTOMER for CUSTOMER to pay the then current Annual Service Rates for all of that calendar year. 6. Exclusions: Notwithstanding anything herein to the contrary, the following matters are not covered by this Agreement and HIGH LINE shall not provide corrections, fixes, updates, upgrades, support or maintenance under the terms of this Agreement for: 2/19/2007 - 2 RE: LICENSE AGREEMENT #061001 Page 3 of 8 a) New developments or modifications to the Licensed Software requested or made by CUSTOMER or someone on its behalf. b) Software enhancements, programs or databases that have been custom written for CUSTOMER by HIGH LINE and do not form part of HIGH LINE's standard package for the Licensed Software. c) CUSTOMER calculation programs, Discoverer reports, and customized CUSTOMER reports which do not form part of HIGH LINE's standard package for the Licensed Software. d) Training or retraining of new or existing personnel in the operations or understanding of the Licensed Software. e) Any problems, errors, omissions, deficiencies or inconsistencies caused by modifications, additions or tampering with the Licensed Software by persons other than HIGH LINE personnel. f) Any problems caused by CUSTOMER as a result of file or table manipulation. It is CUSTOMER'S responsibility to fully test all file or table changes prior to using them in production. g) Provision of, or support for, the Vertex PAYROLLTAX™ System (except as may be noted in paragraph 5). It is CUSTOMER's responsibility to arrange for its use and service through Vertex Systems mc. h) Support of Third Party Software (except as may be noted in paragraph 5). i) Any problems, errors or inconsistencies not attributable to matters expressly set out in paragraph 5. For any of these items, CUSTOMER shall pay HIGH LINE on a time and materials basis at HIGH LINE's then current professional services fees rates for its customers, all invoices to be paid on a net thirty days basis. 7. Termination: This Agreement shall automatically terminate on termination of CUSTOMER'S License Agreement for the Licensed Software. m addition, either party may terminate this Agreement at any time during the term of this Agreement if the other party is in default of their obligations hereunder and such default continues and is not rectified after seven days prior written notice in that regard. Provided that upon termination of this Agreement for any reason or cause CUSTOMER shall remain liable for, shall pay, and shall have no refund entitlements with respect to, the Annual Service Rates then in effect for the balance of the then current term, except as follows: a) If this Agreement is terminated by CUSTOMER because of a default made by HIGH LINE under the terms of this Agreement or the License Agreement, then CUSTOMER shall be entitled to receive a per diem refund of the Annual Service Rates for the remaining unexpired term of the Agreement as of the effective date of such termination. 8. Notice of Discontinuance: HIGH LINE agrees to provide CUSTOMER with twelve months written notice if HIGH LINE decides to discontinue offering these support services for all or any part of the 2/19/2007 - 3 RE: LICENSE AGREEMENT #061001 Page 4 of 8 LICENSED SOFTWARE, in which case the Expiration Date will be adjusted accordingly and the Annual Service Rates will be adjusted on a pro rata per diem basis to the new Expiration Date. 9. Warranty: EXCEPT AS SET OUT IN WRITING IN THE RELEVANT LICENSE AGREEMENT, HIGH LINE GRANTS NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM AND ITS PERFORMANCE, INCLUDING ALL IMPLIED WARRANTIES AND CONDmONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF HIGH LINE FOR DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS. 10. Limitation Of Liability: HIGH LINE shall indemnify and defend with counsel reasonably acceptable to the CUSTOMER, and save, keep, and hold harmless the CUSTOMER and its officials, officers, employees, agents, and designated volunteers from and against any and all losses, liability, claims, costs, payments, suits, actions, damages, and causes of action in law or equity (including expenses for legal services), recoveries and judgments of every nature and description that may at any time (1) arise from willful misconduct or negligent actions of or be caused by HIGH LINE or its agents, servants and employees and which result in personal injury, death and/or property damage or (2) that arises out of any violation of any federal, state, or municipal law or ordinance including but not limited to any employment related laws 11. Entire Agreement: This Agreement contains the entire agreement between HIGH LINE and CUSTOMER with respect to the subject matter thereof as of its date and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. 12. Applicable Laws and Jurisdiction: This Agreement shall be governed by the laws of the State of California, USA. The courts of competent jurisdiction in the City of South San Francisco, California, shall have exclusive jurisdiction in the event of any litigation between the parties with respect to any matter or dispute arising out of this Agreement, and both parties agree to attorn to the exclusive jurisdiction of such courts. 2/19/2007 - 4 RE: LICENSE AGREEMENT #061001 Page 5 of 8 IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein. PER: NAME: Karl Niemuller TITLE: President ~~CORPORATION DATE: February 19,2007 CITY OF SOUTH SAN FRANCISCO PER: NAME: TITLE: DATE: 2/1912007 - 5 RE: LICENSE AGREEMENT #061001 Page 6 of 8 SCHEDULE "A" APPLICA nON SOFTWARE Annual Service Fees Tier 0, extended to provide support for up to 750 active Employee/Retiree Records :Foundtl~ion (i)]cl. J?()~~tion Contr?l) Pa roll Benefit Administration Sal Administration Attendance Recruiting : Workflow $~,860 . $4,035 $1,345 $1,140 ..m$1,315 . $570 .$1,140 $2,015 Personality Maintenance fees are billed on an annual basis. Rates used for all Maintenance charges quoted are based on current rates at time of signing and are subject to change upon effective date, subject to the limitations set forth in this agreement. 2/19/2007 - 6 RE: LICENSE AGREEMENT #061001 Page 7 of 8 SCHEDULE "B" ENHANCED TECHNICAL SUPPORT SERVICES High Line offers its customers two different levels of Technical Support Services: 1iI Basic Technical Support !iI Enhanced Technical Support Basic Technical Support Services The following services are included with the purchase of Oracle Database and/or Applications Server Licenses from High Line Corporation. Customers that have purchased these licenses from another source will be required to purchase a minimum of a ten user license for each product to be covered by this agreement. 1. Oracle Software Updates High Line will determine if there are Oracle software updates available on a monthly basis. Once the new Oracle software has been tested and passed QA the programs will be placed on High Line's FTP server for download by customers. A bulletin will be emailed to the primary High Line contact to indicate new Oracle software is available. 2. Oracle Database or Application Server Error Resolution Assistance. High Line's responsibility will be limited to advisement of what is required to solve the issue (where possible), versus instruction on the steps involved. High Line's responses will assume that the client has an experienced Oracle Database Administrator on staff. Issues must be logged in the Customer Care system, including details of the error condition. The environments covered will be limited to: for live clients- Production, Pilot (test) and Training; for implementing customers- Conversion, Pilot and either Production or the Quickstart database at High Line. All services will be provided remotely. Clients must provide High Line will access to the Database and/or Application Server, as well as a work station. Additional services are available in quarter day (2 hour) increments. These must be purchased in advance and are available with a minimum five day purchase without expiry. The cost for this time is available at $1,000 per day. This time can be used for either remote or on site assistance. On site work is available in full day increments only. Travel time and travel expenses will be included in the cost. Cost: Included in the maintenance fees for the Oracle Database and/or Application Server Software, purchased through High Line. No additional costs. 2/19/2007 - 7 RE: LICENSE AGREEMENT #061001 Page 8 of 8 Enhanced Technical Support Services Cost $9,000 per annum, billed annually in advance with Annual Support fees shall be provided to CUSTOMER at no charge until the SQLServer database solution becomes available. The Enhanced Technical Support Services assumes that clients are covered under High Line's Basic Technical Support Services. The following are the services included: 1. Review of Operating Environment High Line will review the client's o storage o memory o performance o network connection - understanding of how the network is setup and working and any recommendations o database/application server configuration This review will be conducted annually, upon renewal, involving a time commitment of up to 1 day. 2. Review of Backup / Recovery Procedures High Line will use Oracle utilities and tool sets to o Assist with establishing database back up and recovery strategy o Assist with Backup / Recovery setup and documentation of procedures using Oracle Utilities and tool sets This service will be scheduled annually, upon renewal, involving a time commitment of up to 1 day. 3. Remote Assistance With Install Issues High Line will assist clients remotely with issues that arise as a result of installation of DBMS software fixes or patches. This service will be provided via teleconference, webex, email and/or direct connection to the database. High Line can provide complete installation if requested at an additional cost. 4. Remote Assistance With Other Technical Issues High Line will assist clients remotely with the following technical issues. These services will be provided via teleconference, webex, email and/or direct connection to the database o Oracle warning analysis, problem determination and errors o Restore database systems to normal state o Resolve database performance related problems 2/19/2007 - 8 RE: LICENSE AGREEMENT #061001 Page 1 of 3 ORACLE CORPORATION SUB-LICENSE AGREEMENT between: HIGH LINE CORPORA nON 145 Renfrew Drive, Suite 210 Markham, Ontario Canada L3R 9R6 ( "Sub-licensor" ) and: CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, California, USA 94083 ( "Sub-licensee" ) This Sub-Licensee Agreement when fully executed forms an integral part of the "Program License Agreement" #061001 between Sub-licensor and Sub-licensee. Sub-licensor has entered into a Value Added Relicensor Agreement to allow Sub-licensor the right to market and grant sublicenses, at discounted rates, to Sub-licensee. In accordance with the terms and conditions of the Value Added Relicensor Agreement entered into by Sub-licensor, Sub-licensee must agree to the terms and conditions of this Sub-license Agreement for the right to use the Application Programs noted in Exhibit A, Oracle Corporation Application Programs, of this Agreement. Terms and Conditions Sub-licensee agrees to the following terms and conditions: (i) use of the Application Programs are restricted to object code form only on a single Designated System, as described in Exhibit A, by a maximum number of Users for Sub-licensee's own internal data processing; (ii) transfer or duplication of the Programs is prohibited except for temporary transfer in the event of computer malfunctions and a single backup or archival copy; (iii) assignment, timesharing or rental of the Programs is prohibited; (iv) use of the Programs for any purpose outside the scope of the Program License Agreement #061001 between the Sub-licensor and Sub-licensee is prohibited except as otherwise specified; (v) the reverse engineering, disassembly or decompilation of the Programs is prohibited except where Sub- licensor has not provided Sub-licensee, within a reasonable time and after written request, such information as is available to Sub-licensor and is necessary by Sub-licensee to create software programs which are interoperable with the Programs but do not infringe the intellectual property rights; (vi) title of the Programs shall not pass to Sub-licensee; (vii) Sub-licensee shall, at termination of this Sub-license, discontinue use and shall destroy or return to Sub- licensor the Programs, documentation and all archival or other copies of the Programs; (viii) publication or disclosure to third parties of any results of benchmark tests run on the Programs is prohibited; 2/19/2007 - 1 RE: LICENSE AGREEMENT #061001 Page 2 of 3 (ix) Sub-licensee must comply fully with all relevant export laws and regulations of Canada and the United States to assure that neither the Programs nor any direct product thereof are exported, directly or indirectly, in violation of Canadian or United States laws; (x) the Programs are not specifically developed or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous applications. Any claims or damages arising from use of the Programs for such applications by Sub-licensee are prohibited; (xi) Sub-licensee, while covered under an Annual Support Agreement with Sub-licensor as per Program License Agreement #061001 between Sub-licensor and Sub-licensee, shall direct any technical support issues directly to Sub-licensor. Entire Agreement This Sub-license Agreement, include Exhibit A attached hereto, constitute the entire understanding between the parties as it relate to sublicenses and supercedes all prior oral or written agreements or understandings between them. It may not be changed orally, but only by an Agreement in writing executed as provided herein. The undersigned hereby acknowledges that they have read and that they fully understand the terms of the above Sub-license Agreement, the terms and conditions of which are hereby incorporated and acknowledged by this reference. The undersigned hereby agree that by signing this document they become parties to said Agreement and agree to be bound by all terms, conditions and obligations contained therein. HIGH L Sign: Name: Title: President Date: February 19,2007 CITY OF SOUTH SAN FRANCISCO Sign: Name: Title: Date: THIS AGREEMENT IS FOLLOWED BY EXHIBIT A. 2/19/2007 - 2 RE: LICENSE AGREEMENT #061001 Page 3 of 3 EXHIBIT "A" ORACLE CORPORATION APPLICATION PROGRAMS In accordance with the Business Alliance Programme Agreement number 3285 dated June 7, 1997 and the "Addendum" bearing an effective date June l, 1999 in effect between the Sub-licensor and Oracle Corporation Canada Inc. ( "Oracle" ), Sub-licensor hereby grants to the Sub-licensee a non-exclusive, non-transferable sublicense of the Programs set forth: ORACLE APPLICATION PROGRAMS and LICENSE TYPE as applicable: List below: · Oracle Internet Developer Suite - 1 x User Seat · Oracle Database Server, Standard Edition - 10 x Named User License · Oracle Application Server, Enterprise Edition - 10 x Named User License If Sub- Licensee does not purchase Oracle Licenses from Sub-Licensor or owns a current license of the above, Sub-Licensee agrees to provide Sub-Licensor with their CID/CSI account numbers for those Oracle products not Sub-Licensed through Sub-Licensor. Oracle Product Name & applicable CID/CSI # Oracle Product Name & applicable CID/CSI '# Oracle Product Name & applicable CID/CSI # Oracle Product Name & applicable CID/CSI # Oracle shall not be held liable for any damages, whether direct or indirect, incidental or consequential arising from the use of the Programs. This Sub-license does not include warranties, express or implied, on behalf of Oracle. 2/1912007 - 3 AGREEMENT This agreement ("Agreement") is made this 28th day of February, 2007 ("Effective Date") by and between Tyler Technologies, Inc. with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98055 ("Tyler") and the City of South San Francisco, California with offices at 400 Grand Avenue, South San Francisco, California 94080 ("Client"). Section A - Software License Agreement 1. License Grant. a) Upon the effective date of this Agreement, Tyler hereby grants to Client a non-exclusive, non- transferable, royalty-free, revocable license to use the Tyler software products and related interfaces (collectively, the "Tyler Software Products") and Tyler user manuals for Client's internal business purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by Tyler if Client fails to comply with the terms and conditions of this Agreement, including without limitation, Client's failure to timely pay the Application Software License Fees in full. Upon Client's payment in full for the Tyler Software Products, this license shall become irrevocable, subject to the restrict~~ms on use apd other.terms set forth in this Agreement. . .- b) Tyler shall retain ownership of the Tyler Software Products and user manuals. c) The Tyler Software Products are not licensed to perform functions or processing for subdivisions or entities that were not disclosed to Tyler prior to the effective date of this Agreement. d) The right to transfer the Tyler Software Products to a replacement hardware system is .included in this Agreement. Client shall pay Tyler for the cost of new media or any required technical assistance to accommodate the transfer. Client shall provide advance written notice to Tyler of any such transfer. e) Client acknowledges and agrees that the Tyler Software Products and user manuals are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall use best efforts to keep the Tyler Software Products and user manuals confidential and to prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or user manuals by any party. .~ -,. ' f) The Tyler Software Products may not be modified. Client shall not perform decompilation, disassembly, translation or other reverse engineering on the Tyler Software Products. If Client modifies the Tyler Software Products, Tyler's obligations to provide maintenance services on and warranty the Tyler Software Products shall be void. g) Client may make copies of the Tyler Software Products for archive purposes only. Client will repeat any and all proprietary notices on any copy of the Tyler Software Products. Client may make copies of the Tyler user manuals for internal use only. Client may make a copy of the software to run on a test system. h) Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source code of each major release of the Tyler Software Products. At Client's request, Tyler will add Client as a beneficiary to such escrow agreement. Client shall pay the annual beneficiary fee directly to the escrow services company and is solely responsible for maintaining its status as a beneficiary. 2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in full for the license granted herein, the Application Software License Fees set forth in Exhibit 1 - Investment Summary 1 3. Verification of the Tyler Software Products. Client will select one (1) ofthe following two (2) options within thirty (30) days of installation by providing written notice to Tyler in accordance with Article 15 of Section F: a) Within sixty (60) days after the Tyler Software Products have been installed on Client's hardware, Tyler will verify the Tyler Software Products by demonstrating to Client that the Tyler Software Products perform all of the functions set forth in Exhibit 2 - Verification Test, which demonstration shall constitute verification that the Tyler Software Products substantially conform to the then-current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client; or b) Within sixty (60) days after the Tyler Software Products have been installed on Client's hardware, Client may use its own process to verify that the Tyler Software Products perform all of the functions set forth in Exhibit 2 - Verification Test, which shall constitute verification that the Tyler Software Products substantially conform to the then-current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client. c) Verification as described herein shall be final and conclusive except for latent defect, fraud, and a gross mistake that amounts to fraud. In the event verification is not final and conclusive, pursuant to this paragraph, Tyler shall correct the cause thereof. In the event Tyler cannot correct the cause thereof, Client may invoke its rights under Article 4 of Section A. d) Tyler shall promptly correct any functions of the Tyler Software Products that failed verification. 4. Limited Warranty. For as long as a current Maintenance Agreement is in place, Tyler warrants that the Tyler Software Products will substantially conform to the then-current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client, if applicable. In the event of conflict between the afore-mentioned documents, the then-current Tyler user manuals shall control. If the Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the defect. Should Tyler be unable to cure the defect or provide a replacement product, Client shall be entitled to a refund of the Application Software License Fee paid for the defective Tyler Software Product, as depreciated on a straight-line basis over a seven (7) year period commencing on the effective date of this Agreement. 5. Intellectual Property Infringement Indemnification. Tyler will defend and indenmify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product infringes that party's patent, copyright or other intellectual property right issued and existing as of the effective date of this Agreement or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that Tyler pre-approves in writing, provided that Client promptly notifies Tyler in writing of any such claim, gives Tyler reasonable cooperation, information, and assistance in connection with it, and consent to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. Tyler will not be obligated under this section if the infringement results from: (i) Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; (ii) Client's combining the Tyler Software Product with devices or products not provided by Tyler, (iii) use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim, (iv) corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product; (v) use of the Tyler Software Product by any person or entity other than Client or Client's employees; 2 or (vi) Client's willful infringement. In the event a Tyler Software Product is finally determined to be infringing and its use by Client is enjoined, Tyler shall, at its election (i) procure for Client the right to continue using the infringing Tyler Software Product; (ii) modify or replace the infringing Tyler Software Product so that it becomes non-infringing; or (iii) terminate Client's license for the infringing Tyler Software Product and refund to Client the Application Software License Fee paid for the infringing Tyler Software Product, as depreciated on a straight-line basis over a seven (7) year period commencing on the effective date of this Agreement. Tyler shall have no liability hereunder if (i) Client modified a Tyler Software Product and such modification is determined by a court of competent jurisdiction to be a contributing cause of the infringement, (ii) Client continues using the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder, or (iii) the infringement would have been avoided by Client's use of the most current version of the Tyler Software Product. The foregoing states Tyler's entire liability and Client's sole and exclusive remedy with respect to the subject matter hereof. 6. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of this Software License Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the Application Software License Fees set forth in Exhibit 1 - Investment Summary. Such Application Software License Fees reflect and are set in reliance upon this limitation ofliability. Section B - Professional Services Agreement 1. Services. Tyler shall provide the services set forth in Exhibit 1 - Investment Summary at Client's election. 2. Professional Services Fees. a) All Training & Installation and Data Conversion services shall be invoiced in hourly increments on a bi-weekly basis. b) Upon the completion of each service day or group of days, Tyler will present a Customer Service Report to Client. Client shall either sign the report indicating acceptance of the service day and its subsequent billing, or not sign the report and note reasons for Client's non-acceptance of the service day. This acceptance is fmal. c) Verification in accordance with Article 3 of Section A shall be billable to Client at the rate for Training & Installation services set forth in Exhibit 1 - Investment Summary. d) Payment is due within forty-five (45) calendar days of invoice receipt. e) Expenses shall be billed in accordance with the then-current Tyler Business Travel Policy, based on Tyler's usual and customary practices. Tyler's current Business Travel Policy is attached hereto as Exhibit 3. Copies of receipts shall be provided with billing on an exception basis at no charge. Should all receipts for non per diem expenses be requested, an administrative fee shall be incurred. Receipts for air travel, hotel accommodations, and rental cars shall be maintained by Tyler for review in event of audit, however, receipts for mileage and miscellaneous items less than five dollars ($5) are not available. 3. Additional Services. Services utilized in excess of those set forth in Exhibit 1 - Investment Summary and additional related services not set forth in Exhibit 1 - Investment Summary shall be billed at Tyler's then current rates. 3 4. 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 or the use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of this Professional Services Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the service fees set forth in Exhibit 1 - Investment Summary. Such fees reflect and are set in reliance upon this limitation of liability. 5. Cancellation. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the canceled services if Tyler is unable to re-assign its personnel. Section C - Maintenance Agreement 1. Scope of Agreement. Client agrees to purchase and Tyler agrees to provide maintenance services for the Tyler Software Products in accordance with the following terms and conditions. 2. Term of Agreement. This Maintenance Agreement is effective on the first day of training and shall remain in force for a one (1) year term. Upon expiration of this Maintenance Agreement, Client may renew the Maintenance Agreement for subsequent one (1) year periods at the then- current Application Software Maintenance Fees. 3. Payment. a) Additional Charges. Any maintenance services performed by Tyler for Client which are not covered by this Maintenance Agreement, as set forth in Article 5 of Section C, including materials and expenses, shall be billed to Client at Tyler's then current rates. b) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed Application Software Maintenance Fees within sixty (60) calendar days of the due date. Tyler will reinstate maintenance services upon Client's payment of the overdue Application Software Maintenance Fees. 4. Maintenance Services Terms and Conditions. a) For as long as a current Maintenance Agreement is in place, Tyler shall, in a professional, good and workmanlike manner, perform its obligations set forth in this Maintenance Agreement in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If Client modifies the Tyler Software Products, Tyler's obligations to provide maintenance services on and warrant the Tyler Software Products shall be void. b) Tyler shall provide telephone support on the Tyler Software Products. Tyler personnel will accept telephone calls during the hours of 5 AM PST and 6 PM PST, Monday through Friday, excluding holidays. c) Tyler shall continuously maintain a master set of the Tyler Software Products on appropriate media, a hardcopy printout of source code to the Tyler Software Products, and Tyler user manuals. d) Tyler shall maintain personnel appropriately trained to be familiar with the Tyler Software Products in order to provide maintenance services. e) Tyler shall provide Client with all releases Tyler makes to the Tyler Software Products. Client acknowledges and agrees that a new release of the Tyler Software Products is for implementation in the Tyler Software Products as they exist without Client customization or modification. f) Client acknowledges and agrees that Tyler reserves the right to cease supporting a prior release of the Tyler Software Products twelve (12) months after shipping a new release of the Tyler 4 Software Products, provided, however, in the event the new release is required because of changes in third party vendor support, or changes in federal or state mandates, Tyler reserves the right to cease supporting a prior release of the Tyler Software Products six (6) months after shipping the new release of the Tyler Software Products. 5. Limitations and Exclusions. Application Software Maintenance Fees do not include installation or implementation ofthe Tyler Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product), application design, other consulting services, support of an operating system or hardware, or support outside Tyler's normal business hours. 6. Client Responsibilities. a) Client shall provide, at no charge to Tyler, access to the Tyler Software Products; working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide maintenance services set forth herein. Access to the Tyler Software Products will be within the Client's security policy and procedures. b) Client shall maintain for the duration of the Maintenance Agreement a VPN connection through Citrix or Microsoft Terminal Services. Tyler, at its option, shall use the connection to assist with problem diagnosis and resolution. Access to the Tyler Software Products will be within the Client's security policy and procedures. 7. 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 maintenance services or use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of this Maintenance Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the Application Software Maintenance Fees paid to Tyler during the twelve (12) months prior to the claim. Such Application Software Maintenance Fees reflect and are set in reliance upon this limitation of liability. Section D - Third Party Product Agreement 1. Agreement to License or Sell Third Party Products. For the price set forth in Exhibit 1 - Investment Summary, Tyler agrees to license or sell and deliver to Client, and Client, upon approval, agrees to accept from Tyler the Third Party Products set forth in Exhibit 1 - Investment Summary ("Third Party Products"). 2. License of Third Party Software Products. a) Upon Client's payment in full of the Third Party Product Fees, Tyler shall grant to Client and Client shall accept from Tyler a non-exclusive, nontransferable, non-assignable license to use the Third Party Software Products and related documentation for Client's internal business purposes, subject to the terms and conditions set forth herein. b) The developer of the Third Party Software Products (each a "Developer", collectively "Developers") shall retain ownership of the Third Party Software Products. c) The right to transfer the Third Party Software Products to a replacement hardware system is governed by the Developer. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to Client. Client shall provide advance written notice to Tyler of any such transfer. d) Client acknowledges and agrees that the Third Party Software Products and related 5 documentation are proprietary to the Developer and have been developed as trade secrets at the Developer's expense. Client shall use best efforts to keep the Third Party Software Products and related documentation confidential and to prevent any misuse, unauthorized use, or unauthorized disclosure of the Third Party Software Products and related documentation by any party. e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the Third Party Software Products. f) Client may make copies of the Third Party Software Products for archive purposes only. Client will repeat any and all proprietary notices on any copy of the Third Party Software Products. Client may make copies of the documentation accompanying the Third Party Software Products for internal use only. 3. Delivery. Unless otherwise indicated in Exhibit 1 - Investment Summary, the prices for Third Party Products include costs for shipment while in transit from the Developer or supplier to Client. 4. Installation and Acceptance. Unless otherwise noted in Exhibit 1 - Investment Summary, the Tyler Software Product installation fee includes installation of the Third Party Products. Upon completion of installation, Client shall obtain from Tyler a certification of completion, or similar document, which shall constitute Client's acceptance of the Third Party Products. Such acceptance shall be final and conclusive except for latent defect, fraud, and a gross mistake as amount to fraud. 5. Site Requirements. Client shall provide a suitable environment, location and space for the installation and operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products; and installation of all required cables. 6. Warranties. a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party Products. b) Tyler warrants that each Third Party Product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under this Third Party Product Agreement, Client's title or license to each Third Party Product shall be free and clear of all liens and encumbrances arising through Tyler. c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As such, Tyler does not warrant or guarantee the condition or operating characteristics of the Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments that Tyler may receive from the Developer or supplier of the Third Party Products. 7. Maintenance. a) In the event Client elects not to purchase through Tyler maintenance services on the Third Party Products, or such maintenance services are unavailable, it shall be the responsibility of Client to repair and maintain the Third Party Products and purchase enhancements as necessary after acceptance as set forth in Article 4 of Section D. b) In the event Client elects to purchase through Tyler maintenance services on the Third Party Products, Tyler will facilitate resolution of a defect in a Third Party Product with the Developer. c) In the event the Developer charges a fee for future Third Party Software Product release(s), Client shall be required to pay such fee. 8. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out 6 of or in connection with the use of the Third Party Products. Tyler's liability for damages and expenses arising out of this Third Party Product Agreement, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the Third Party Product Fees set forth in Exhibit 1 - Investment Summary. Such prices are set in reliance upon this limitation ofliability. Section E - General Terms and Conditions 1. Taxes. The fees set forth in Exhibit 1 - Investment Summary do not include any taxes, including, without limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler to the pr~per authorities and shall be reimbursed by Client to Tyler. In the event Client possesses a valid direct-pay permit, Client will forward such permit to Tyler on the Effective Date of this Agreement, in accordance with Article 15 of Section F General Terms and Conditions. In such event, Client shall be responsible for remitting all applicable taxes to the proper authorities. If tax-exempt, Client shall provide Tyler with Client's tax-exempt certificate. Tyler acknowledges that California sales taxes do not apply to software delivered via electronic download. 2. Invoice Dispute. a) In the event Client believes products or services do not conform to warranties in this Agreement, Client shall provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler shall provide a written response to Client that shall include either a justification of the invoice or an adjustment to the invoice. Tyler and Client shall develop a plan to outline the reasonable steps to be taken by Tyler and Client to resolve any issues presented in Client's notice to Tyler. Client may only withhold payment of the amount actually in dispute until 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 Client has not completed its action items outlined in the plan, Client shall remit full payment of the invoice. b) Any invoice not disputed as described above shall be deemed accepted by Client. Tyler reserves the right to suspend delivery of all services in the event Client fails to pay an invoice not disputed as described above within sixty (60) calendar days of receipt of invoice. 3. Force Majeure. Neither party shall be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by force majeure. Force majeure shall not be allowed unless: a) Within five (5) business days of the occurrence of force majeure, the party whose performance is delayed thereby shall provide the other party or parties with written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeure events. b) Within ten (lO) business days after the cessation of the force majeure event, the party whose performance was delayed shall provide 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 shall have the right to terminate this Agreement if Force Majeure suspends performance of scheduled tasks by one or more parties for a period of one hundred-twenty (120) or more days from the scheduled date of the task. This paragraph shall not relieve Client of its responsibility to pay for services and goods provided to Client and expenses incurred on behalf of Client prior to the effective date of termination. 4. Indemnification. 7 a) Subject to the limitation ofliability set forth herein, Tyler shall indemnify and hold harmless Client and its agents, officials and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising from Tyler's negligence or willful misconduct. Tyler shall not be liable to the degree or extent of damages, loss, or expense determined to be the fault of the Client. b) Subject to the limitation ofliability set forth herein, Client shall indemnify and hold harmless Tyler and its agents, officials and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising from Client's negligence or willful misconduct. Client shall not be liable to the degree or extent of damages, loss, or expense determined to be the fault of Tyler. 5. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSNE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY DISCLAIMED BY TYLER. 6. Dispute Resolution. Should a dispute arise with respect to this Agreement, Client will notify Tyler immediately in writing. If Tyler and Client cannot resolve a dispute within thirty (30) calendar days following notification in writing by either party of the existence of said dispute, then the following procedure shall apply: a) Each party shall appoint one (1) person to act as an impartial representative. The appointed individual shall be of sufficient knowledge and experience to imderstand and deal with the dispute but shall not be a person assigned to the project. The set of four (4)-individuals consisting of Tyler's Project Manager for this project, Client's Project Manager for this project, and the two (2) appointees is called a Dispute Resolution Group. b) The Dispute Resolution Group shall convene no later than twenty-one (21) calendar days after the expiration of the thirty (30) calendar day period referenced above and shall meet for a minimum of four (4) four (4) hour sessions during the subsequent four (4) business days, unless otherwise mutually agreed. Any resolution shall be in writing and signed by both parties. Such resolution shall constitute a binding amendment to the Agreement. In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the dispute will be referred to non-binding mediation. Thereafter, either party may assert its other rights and remedies under this Agreement within a court of competent jurisdiction. Nothing in this Section shall prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth herein. 7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and Client. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Client's state of domicile. 9. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Client hereby 8 acknowledges that in entering into this Agreement it did not rely on any information not explicitly set forth in this Agreement. lO. Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 11. Modification. This Agreement may only be modified by written amendment signed by authorized representatives of both parties. 12. Termination. a) Termination for Convenience. In the event of Client's termination of this Agreement for convenience, Client shall provide Tyler with thirty (30) days' advance written notice of Client's intent to terminate this Agreement. Client shall pay Tyler for products, services and expenses delivered or incurred prior to the date Tyler received Client's notice of termination. b) Termination for Cause. In the event of Tyler's failure to perform under this Agreement, Client shall immediately notify Tyler in writing of such failure and allow Tyler a thirty (30) day period in which to cure such failure. If, at the end of the cure period, Tyler has not cured such failure, Client will have the right to terminate this Agreement. Upon such termination, Client shall pay Tyler for all products, services, and expenses not in dispute which were delivered or incurred prior to the date Tyler received Client's notice of termination. Payment for products, services, and expenses in dispute will be determined in accordance with the dispute resolution process. 13. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been approved by its governing body and is a binding obligation upon Client. 14. No Assignment. Client may not assign its rights and responsibilities under this Agreement without Tyler's prior written permission, not to be unreasonably withheld. 15. Notices. All notices or communications required or permitted as a part of this Agreement shall be in writing (unless another verifiable medium is expressly authorized) and shall be deemed delivered when: a) Actually received, b) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party, 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. The addresses of the parties to this Agreement are as follows: Tyler Technologies, Inc. 370 U.S. Route 1 Falmouth, ME 04105 Attention: Contracts Department 9 Client: City of South San Francisco, California City Manager's Office, P.O. Box 711 South San Francisco, CA 94083 Attention: City Manager, Barry Nagel Client: City of South San Francisco, California Information Technology Dept., P.O. Box 711. South San Francisco, CA 94083 Attention: Doug Hollis, Director of Information Technology 16. Independent Contractor. This is not an Agreement of partnership or employment of Tyler or any of Tyler's employees by Client. Tyler is an independent contractor for all purposes under this Agreement. 17. Insurance. Prior to performing services under this Agreement, Tyler shall provide Client with certificates of insurance evidencing the following insurance coverage: a) Commercial general liability of at least $1,000,000; b) Automobile liability of at least $l ,000,000; c) Professional liability of at least $1,000,000; and d) Workers compensation complying with statutory requirements. 18. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein shall survive the termination or cancellation of this Agreement for a period of two (2) years. This obligation of confidentiality shall not apply to information that: a) At the time of the disclosure is in the public domain; b) After disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; c) A party can establish by reasonable proof was in that party's possession at the time of disclosure; 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, 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 underlies such requirement and use its best efforts to assist the disclosing party if the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect the confidentiality of its confidential information. 19. Nondiscrimination. Tyler shall not discriminate against any person employed or applying for employment concerning the performance of Tyler's responsibilities under this Agreement. This discrimination prohibition shall apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to 10 employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. 20. Subcontractors. Tyler shall not subcontract any services under this Agreement without Client's prior written permission, not to be unreasonably withheld. 21. Non-appropriation. rfClient should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the same functions of such products, Client may unilaterally terminate this Agreement only upon thirty (30) days written notice to Tyler. Upon termination, Client shall remit payment for all products and services delivered to Client and all expenses incurred by Tyler prior to Tyler's receipt of the termination notice. 22. Shipping. Delivery shall be F.O.B. Destination. 23. Payment Terms. a) Client will pay $l9,2l8 upon execution of this Agreement that equals 25% of the Application Software License Fees, excluding those for Advanced Budgeting. b) Client will pay $68,363 upon delivery of the software products that equals 50% of the Application Software License Fees ($38,436), excluding those for Advanced Budgeting, lOO% of the Third Party Product Fees ($24,699), and lOO% of the Third Party Product Year 1 Maintenance Fees ($5,228). c) Client will pay $l9,2l8 that equals 25% of the Application Software License Fees, excluding those for Advanced Budgeting, upon verification of the Tyler Software Products in accordance with Article 3 of Section A ("Verification"). Unless Client notifies Tyler in writing that the Tyler Software Products have failed Verification, Verification will be deemed to have occurred ninety (90) days after delivery of the Tyler Software Products. d) Prices do not include travel expenses, subject to Article 2( e) of Section B. e) Training & Installation, Data Conversion, Project Management, and Other Professional Services, plus expenses, are billed, if provided/incurred, on a bi-weekly basis, and are due and payable forty-five (45) days after receipt of invoice. Notwithstanding the foregoing Client will retain the following Service fees: first one hundred sixty hours (160) of the Training and Installation Hours as set forth in the Investment Summary ($19,200) provided to Client are payable on the earlier of sixty (60) days from the date set forth in the implementation plan for Client's first use of the Tyler Software Products in live production or sixty (60) days from Client's first use of Tyler Software Products in live production, unless the first Client's first use of Tyler Software Products in live production is postponed by Tyler's failure to perform, in which event the associated payment will be postponed the corresponding number of days. f) Client will pay the Tyler Software Products Year 1 Application Software Maintenance Fees of $15,374, excluding those for Advanced Budgeting, on the first day of training. g) Client and Tyler will estimate cost of conversion and agree prior to work being performed and billed, and in the event such costs will exceed the estimate, the parties are required to execute a change order to the Agreement or execute an additional formal contract approval by the Client for any such additional fees. As long as the additional fees would be incurred by Tyler in 11 performance of the services set forth in the Investment Summary, if Client does not agree to pay Tyler the additional fees by execution of a change order to the Agreement or execution of an additional formal contract approval by the Client for the additional fees, then Tyler shall be released from any obligation for completing the conversion services and Tyler's not completing the conversion services shall not be considered a failure to perform under this Agreement. h) Client will pay $5,000 that equals lOO% of the Application Software License Fees for Advanced Budgeting, and $1,000 that equals 100% of the Year 1 Application Software Maintenance Fees for Advanced Budgeting, on delivery of Advanced Budgeting. i) Client intends to use Third Party Vendor High Line Software (described below) for payroll and generating what if scenarios for salary and positions for budgeting purposes. Tyler has represented that if Client successfully uses an import facility to push payroll financial data from High Line to Tyler, and if High Line data is successfully mapped, then that data will be available for limited purposes for Client's use in Tyler's Advanced Budgeting Module. Client understands that the full functionality of Tyler's Advanced Budgeting related to salary and benefit and position scenarios will be limited, since Client is not using Tyler's Payroll module. However, Tyler has represented that the scenario building should be functional for non-salary data. Accordingly, for the fees stated in the Investment Summary, Tyler will provide an Advanced Budgeting Import function which will be a modification to the Advanced Budgeting module. This function will allow the import of a file in a format (as specified by Tyler) from the Hi Line software into a Budget Scenario. The file will contain budget amounts and descriptive text for each desired general ledger account. The imported budget data can then be copied to new budget scenarios, modified directly, and/or modified by 'what-if scenarios based on changed budget amounts, all within the Advanced Budgeting module. Tyler will invoice Client fees for this modification 50% upon delivery of specifications and 50% upon delivery of modification. Tyler will perform the modification upon receipt of written notice to proceed from Client. Client will have thirty (30) days from delivery of the modification to test such modification. In the event Client does not report an issue with such modification to Tyler within such thirty (30) day period, the modification will be deemed in compliance with the specifications.. 24. RFI Response. a) As warranted under this Agreement, the Tyler Software Products provide the functionality set forth in Tyler's response to the functional checklist in Tyler's Proposal to Client, dated September 9, 2005. 25. Tyler will deliver the Advanced Budgeting Module to Client upon general availability of Advanced Budgeting (general availability occurs when Tyler in accordance with Tyler's release directives makes a software module generally available to its customers). Tyler expects to make Advanced Budgeting generally available during the 4th quarter of2007. As of the Effective Date, development plans for Advanced Budgeting are based around the concept of budget scenarios _ multiple budget versions for each decision level. Scenarios encompass, aggregate, and unifY all of the budgeting activities supported by Tyler; namely line item (operating) budgets, decision packages which are unique budget submissions proposing any changes to a scenario base budget (such as, proposed cost to build, operate and staff a new fire station or the cost of adding/removing positions), position budgeting models generated by the Payroll module which encompass position budgets, changes to budgeted positions (such as new positions or reclassifications) and personnel cost adjustments (such as a cost ofliving increase or an increase in a benefit rate), and finally project budgets, which are generated by the Project Accounting module. At the end of the budgeting process, an optimal scenario is adopted and establishes the 12 budget appropriations. Notwithstanding anything to the contrary above, Tyler reserves the right to change program specifications of Advanced Budgeting without notice as well as the details of the schedule and general availability, release, and delivery dates. 26. Implementation Plan. a) Within sixty (60) days of the Effective Date, the parties shall mutually develop an implementation plan utilizing the Project Management Approach and Implementation Methodology set forth in Exhibit 7, which plan may be modified by mutual consent. 27. Client approval right of Tyler project staff. a) Client has the right to review and approve Tyler staff providing onsite services for this project, however, Client's approval shall not be unreasonably withheld. Client can ask in its reasonable discretion for a Tyler staff person to be removed from the project and another person assigned. 28. Data Conversion as set forth in Exhibit 4 shall be provided in connection with the following Tyler Software Modules listed in the Investment Summary. Tyler warrants that the Conversion services shall be provided in a professional and workmanlike manner. a) General Ledger b) Accounts Payable c) Fixed Assets d) Accounts Receivable e) Proj ect Accounting 29. Client's other Third Party Software. Provided Tyler is providing Maintenance Services for the Tyler Software Products, releases to the Tyler Software Products listed in the Investment Summary will be compatible with reasonably current versions of the manufacturers' supported operating systems and relational database management systems software which are currently compatible with the Tyler Software Products. Data from the Tyler Software products is available to other third party vendors in Tyler's standard flat file format. . The following third party products are identified herein and may be supplemented or substituted by mutual agreement: 1. Windows 2003 Server 2. 3. 4. 5. Microsoft Corporation Windows XTNista (desktop) Microsoft Corporation Windows SQL Server 2003 Microsoft Corporation CRW CLASS 30. Client is licensing from High Line (separate vendor) a Human Resources and Payroll software applications. 13 1. This Agreement is issued as the result of Client's CPR (Financial Information System CPR). Other contracts and products related to this Agreement which the Tyler hereby acknowledges are as follows: 2. Human Resources and Payroll Applications being purchased concurrently to this Agreement by the Client from Highline Systems 3. It is the intent for the Tyler and High Line Payroll software to work together via data sharing or interface. Payroll data from High Line will be passed to Tyler in a flat file, ASCII-character format matching Tyler's specifications, and will update the following records in Tyler: a. General Ledger. Bi-weekly regular payroll and any special payroll runs will update the General ledger account detail at the lowest (most detailed) level available in the Tyler chart of accounts. That will include Department, fund, organization, expenditure object, and proj ect. IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this Agreement. Tyler Technologies, Inc. City of South San Francisco, California By: By: Name: Richard E. Peterson. Jr. Name: Title: President. Financial Management Solutions Title: Date: Date: 14 Exhibit 1 - Investment Summary Spreadsheet goes here. 15 Exhibit 2 - Verification Test The Verification Test will be conducted after the Tyler Software Products are installed and before they are implemented. The Verification Test is performed using the Tyler sample database. Such database contains general information applicable to all Tyler clients. As such, the Verification Test will not demonstrate Client-specific functionally. Rather, the Verification Test will confirm that the Tyler Software Products are installed and performing baseline functions. Client: Contact: Date: Financial Products 1. View general ledger accounts form 2. View budget documents 3. View accounts payable vendor form 4. Find purchase orders in purchase order inquiry 5. View inventory item form 6. View fixed assets form 7. View projects form 8. View accounts receivable customers form (Initial) Customer Information System Products 1. View fee schedule with rate tables 2. View utility billing account form 3. View utility billing customer form 4. View parcels form 5. View license form 6. View permits form (Initial) Personnel Products 1. View employee form 2. View position form 3. View deduction codes 4. View pay type codes 5. View shift calendars (Initial) 16 Exhibit 3 - Business Travel Policy Airfare All airfare will be booked Economy Class, with best efforts to make reservations 2 - 4 weeks in advance for best pricing. All air tickets will be booked "non refundable" to minimize ticket costs. If change fees or other additional charges are incurred as a result of Client rescheduling, cancellations, or other factors that impact the planned dates for a trip, the Client will be billed for those charges. Airport Parking Client is billed for the cost at the Tyler origninating point of departure for either airport long term parking costs incurred while staff is traveling to client site or taxi or shuttle fare to the airport, whichever is cheaper. Mileage Federal Government Rate Tyler employee mileage to the airport, train terminal, etc. for the client trip will be billed at the IRS designated reimbursement rate per mile. Actual mileage for the employee travel to the site will be billed at the IRS rate if not traveling by air, rail, etc. If cost of auto travel exceeds airfare, airfare will be used. Airport Shuttle If Tyler employee uses the service of an airport shuttle, this amount will not exceed the standard rate for airport parking (as noted above) plus mileage to and from the airport. Car Rental Tyler has negotiated rates with national automobile rental companies to minimize car rental fees. Actual cost of car rental, taxes, refueling costs etc. will be billed to the Client. Cars will not be reimbursed for a higher cost than midsized cars. Vendor will consolidate car rentals for staff at one stay/visit so that client is not billed for multiple rental cars for one client visit. South San Francisco is an approximately $12 cab ride from the San Francisco Airport, so different Tyler staff arriving at different times for one visit should not result in multiple rental cars being billed to Client. HotellMotel Tyler employees will stay at medium-class hotels/motels (less than 4 stars) in South San Francisco, San Bruno, or Millbrae. 4 Star hotels/motels may be selected if, during promotional times, prices can be negotiated at rates similar to 3 star facilities. Examples of acceptable hotels are: La Quinta Inn, Holiday Inn Express; Best Western, Comfort Inn or Suites, Hilton Garden Inn, Residence Inn, Hilton Garden Inn, Holiday Inn South San Francico, or Courtyard by Marriott. Client will not pay for hotels in San Francisco, nor 17 will it pay for rental car parking at hotels. Meals $50 per day for meals will apply for full days. Less than full days shall be $25 per day. Per diem will include travel time to and from the Client location. Miscellaneous All direct expenses not included above will be billed to the Client. This includes but is not limited to such items as internet connectivity (if not included free in the cost of hotel) and any other incidentals such as copies, supplies, road tolls, local parking fees, etc. directly related to time spent on site. 18 Exhibit 4 - Data Conversion Process ,..............................................................................................-................................................................................................................................................................................................................1 l Conversion Assistance Tyler will generally convert relevant and useful data from a client's legacy system as a part of the conversion/installation process. The Investment Summary contains an estimated cost for the project. This estimate is based on Tyler's experience in performing similar successful data conversions over the past twenty years. Client will be billed for actual conversion services provided by Tyler. Client and Tyler will estimate cost of conversion and agree prior to work being performed and billed, and in the event such costs will exceed the estimate, the parties are required to execute a change order to the Agreement or execute an additional formal contract approval by the Client for any such additional fees. As long as the additional fees would be incurred by Tyler in performance of the services set forth in the Investment Summary, if Client does not agree to pay Tyler the additional fees by execution of a change order to the Agreement or execution of an additional formal contract approval by the Client for the additional fees, then Tyler shall be released from any obligation for completing the conversion services and Tyler's not completing the conversion services shall not be considered a failure to perform under this Agreement. Tyler has developed the following proven strategy for converting data from legacy systems into Tyler's database structure. · A project coordinator is assigned to Client once the Agreement is executed. · The project coordinator works with Client to schedule consultation meetings (or site visits if necessary) in accordance with the data conversions for each module. · Tyler provides detailed conversion data specification documents to Client's technical staff. · Tyler's conversion specialists consult with Client's technical staff and provide file specifications to enable Client's technical staff to prepare and provide the conversion data in the necessary format. If requested by Client, Tyler will determine if Tyler can gather the data itself and assist in converting it into Tyler's data specifications (referred to as a start-to-finish conversion for an additional fee). Otherwise, Tyler's standard conversion method requires Client to provide Tyler with the extract of the required data in accordance with Tyler's data specifications and in the technical format specified below. Data must be "in balance" in order to proceed with the conversion process. · Client provides Tyler with the first instance of data on or before a scheduled date. Tyler inspects and verifies the accuracy of the data. Data may require additional "clean-up" by Tyler's technical staff or Tyler may require Client to provide Tyler with new data files. Once the data is considered accurate, Tyler converts the data into Tyler's database schema. This is typically done using conversion programs written and maintained by Tyler's technical staff. 19 · Depending on the accuracy and conformance of the data provided by Client, Tyler may repeat the conversion process up to two times, in order to provide accurate and balanced data before Client uses the Tyler Software Products in live production. On the more complicated Tyler Software Products, Tyler typically plan for an initial conversion to be aligned with the "set up" of the Tyler Software Product, refinement of the conversion during system testing, and then a final conversion for parallel processing and use of the Tyler Software Product in live production. · During the entire process, a Tyler conversion specialist is assigned to each Tyler Software Product that is receiving converted data. This person will be responsible for working with Client to analyze and convert data, support Tyler's Implementation Consultant while on-site, and fix data problems using the available tools. Once Client uses the Tyler Software Products in live production, Client is officially transitioned to Tyler's Technical Support organization. File Formats There will typically be multiple conversion files for each module. Conversion import files may be provided in one of the following formats: 1) ASCII pipe "[" delimited text file, 2) Non Formatted Microsoft Excel Worksheet, or 3) Microsoft Access database. The import files must adhere to the following characteristics: · ASCII character content: The data must contain only printable ASCII characters. Control characters, non-printable characters, or "packed" data fields are not allowed. · One record per line or row: Each line or row constitutes a single record or row of data. ASCII Pipe Delimited Text File: Data may be provided as ASCn pipe delimited text files with variable length data separated by a "I" ("pipe") character. Variable length records contain fields that are only as wide as the data requires (there are no leading or trailing spaces between data in each field). Files should be stored using the ".txt" file extension. Fields containing a Null value should have two adjacent pipe delimiter characters "II" representing the start of the current field and the start of the next field; it is not necessary to fill the field with spaces. Microsoft Excel Worksheet: Data may be provided as a Microsoft Excel Worksheet with one worksheet representing one conversion file. All conversion files may be stored in one Microsoft Excel file as separate worksheets in the same ".xls" file extension. Worksheets cannot contain macros or data links. Each worksheet must adhere to the file specifications with the first row containing the header column information and each subsequent row representing one record of data. 20 Microsoft Access Database: Data may be provided as a Microsoft Access Database with each conversion file defined as a separate table. Table names should adhere to the file names minus the ".txt" extension. Upon request, a Microsoft Access Database may be supplied with all conversion tables pre-defined. c...................:.......:....:.........................................................................................................................................................................................................................................................................................................................] !AssumptlOns . . The conversion service fees listed in the Investment Summary are based upon the following assumptions: · The conversion estimate includes conversion of financial data for one client. The conversion includes the current and previous fiscal year for each Tyler Software Product, unless otherwise noted. · Client is responsible for extracting the "convert-from" data files from its systems, formatting it into Tyler's provided data specifications, and providing it in one of the acceptable technical formats. · Tyler will convert the chart of accounts, organization titles, funds, account balances, account activity on both an annual and per-period basis for every fiscal year converted, including budgets. · For the accounts payable/purchasing conversion, Tyler will convert vendor and vendor balance information, and outstanding check history. Vendor information will contain data on vendor, vendor address, vendor phone number, and contact name and phone number.. · Purchase orders, outstanding invoices, security setups, requisition queues, requisitions, vendor ship-to, and vendor bill-to addresses are not included in the standard general ledger/accounts payable/purchasing conversion. Tyler does not convert purchase orders but a client can use the Import Purchase Orders menu option after the final GL/AP/PG conversion. Client should not use this option to import closed or canceled purchase orders or PO line items; it should only be used to import outstanding line items on a purchase order. Use the Import Purchase Orders form to import purchase orders and change orders from an external source. The import process automatically creates purchase orders and change orders and prints an exception report of errors that occurred during processing. The import process, by default, creates one purchase order or change order for each combination of transaction number, vendor ill, and transaction date. Converted GL transactions will not link to the imported purchase orders. The import purchase orders menu option is used as an easier method to re-enter the outstanding purchase orders after the final GL data conversion is complete. · The conversion estimate for accounts receivable includes conversion of accounts receivable customer identifying information (customer number, name, addresses, and billing codes) and current accounts receivable open items (customer number, account number, due date, amount owed). The accounts receivable conversion does not include history. 21 · The conversion estimate for project/grant accounting includes conversion of the project strings, materials history, labor history, and project balances. This conversion includes up to five fiscal years of project accounting data. · The conversion estimate for fixed assets includes conversion of fixed asset number and type, depreciation information, distribution information, asset class information, and improvement information. · The payroll/position control conversion estimate includes conversion of payroll data for one client. For the payroll conversion, Tyler will convert employee and position information, grade and step tables, employee benefit and deduction information, direct deposit accounts, employee leave balances, and the current year's employee paycheck history. Previous year's payroll check history, job costing numbers, and job costing history, are not included in the standard payrolVposition control conversion. · The special assessments conversion estimate includes assessment district information (assessment types, ordinance numbers, and descriptions), assessment specific information (owners, assessed amounts, and balances due), and transaction specific information (bills, receipts, and their associated amounts). Fee structures are not included in the conversion. · The estimate for parcels conversion includes basic parcel information consisting of addresses, owners, assessments and zoning, along with building information (addresses, owners), business information (addresses, owners, insurance) and professional information (surveyors, architects, engineers). · The permit conversion estimate includes permit address, owner, applicant, and lender. All legacy fees need to be combined into a 'total fees' code representing the summation of all fees on a permit. · The licensing module conversion estimate includes occupational information (mailing information, phone, email, tenants, lessees), and account information (numbers, fees, deposits). Fee structures are not included in the conversion. · The utility billing conversion estimate includes customer information (mailing information, phone, email for owners, tenants, lessees, lenders, property managers, escrows, etc.), service location addresses, account information (numbers, services, fees, deposits), meter information (number, location, measurement of the meter, radio frequency), and history (meter reads and consumption, bills, receipts, billing adjustments, receipt adjustments). Fee structures and service orders are not included in the conversion. · Tyler will convert the following elements of the General Ledger: · Chart of accounts, including organization (department/division/program) titles, expenditure object codes, and project numbers and funds; however, the titles that are converted will be based on what data the Client can provide for each level of the account number format. The project number and project strings will be converted based on the data that can be provided to Tyler · General Ledger account balances as of the prior fiscal year end closing and current fiscal year starting balance; 22 · Transaction/account activity on per-period (monthly) basis for every fiscal year converted, including budgets. . Budgets will be converted: · For prior fiscal year(s): the original adopted budget and the final amended budget; · For current fiscal year: the adopted budget, and all transactions amending the budget. 23 Exhibit 5 - Tyler's Proposal in response to South San Francisco RFI 1. As warranted under this Agreement, the Tyler Software Products provide the functionality set forth in Tyler's response to the functional checklist in Tyler's Proposal to Client, dated September 9,2005. 24 Exhibit 6 - Intentionally Omitted 25 Exhibit 7 - Tyler Implementation Plan IMPLEMENTATION PLAN Pro j eet Management Approach ................................................................. ......... 26 Project M anagem ent Philosophy.... .... ................ ............ ......... ................. ................ ........ .....27 Proj ect Integration.............................................................................................................. .27 Proj ect Scope ......... ....... ..... ...... ... .... ... ........ ............ ..... ..... ..... ................... ........ ....... ........ .....27 Proj ect Communications..................................................................................................... .27 Proj ect Time........................................................................................................................ .28 Proj ect Cost......................................................................................................................... .28 Proj ect Resources................................................................................................................ .28 Proj ect Quality.................................................................................................................... .28 Defining Roles and Responsibilities ............ ................................................ .............. ....... .....28 Implem entation Methodology ......... .................................................................... 30 Implem entation Approach ................ ................... ............. ........... .... .................... .............. .... 31 Summary of Project Ph ases ............ ... ............. ...... ............ .................................... ............... ..32 Phase 1: Proj ect Planning.................................................................................................. .32 Phase 2: Configuration, Setup and Operations ...................................................................33 Phase 3: Transition to Go-Live - On Site........................................................................:..33 Phase 4: Post Go-Live ........................................................................................................ 33 As sump tions, S cope, and Benefits........ .............. ..... ....................... ....... ... ..................... .............. ..... ....... .......... 34 1m plem entation Features and Additions... ... ........................ ............. .... ........... ........... ..... .... ... .....34 Proiect Manaf!ement Approach EDEN's approach to Project Management is a detail oriented, methodical system that has evolved over 26 twenty five + years to be one ofthe most successful in the industry. Our management style is characterized by attention to detail, a proven methodology, and sound business practices. This management style, combined with the flexibility to accommodate the uniqueness of each agency, will make all concerned with the City of South San Francisco's Implementation feel confident in partnering with EDEN. Some of the areas of our initial focus will be: ~ Collaborating with Clients to plan Implementation ~ Maintaining proactive communications ~ Defining clear project roles, responsibilities and organization ~ Phased Implementation using structured methodology and project procedures ~ Regular proj ect status reviews and timely communications throughout the life of the proj ect ~ Identifying a Project Manager as a central point of contact ~ Supplying detailed training documents Project Management Philosophy EDEN's Project Management philosophy is aggressive, results-oriented and a defining success factor. Project Management is about leadership and vision as well as Project Administration for a successful engagement. We staff engagements with seasoned project managers who are experienced at managing and directing implementation such as these. Our Project Management methodology supports this philosophy. Our approach is to provide the avenue for powerful in-depth project management and delivery assistance to assure clients that one is not just trying to prolong the project, but that one is actually doing what one must do to ensure a successful engagement. Our project management methodology approach is a THREE phased methodology encompassing all tasks / activities and using a Milestone and Responsibility based project plan. In order to control and monitor the project, we use the following tools and techniques: Proi ect Integration EDEN Project Managers look at project tasks/activities from both a tactical, day-to-day viewpoint and a larger, more strategic perspective. Integration implies planning, implementing, managing and delivering a complete project through its lifecycle and preparing the client to use the product within their culture and environment. Proiect Scope EDEN's Project Managers take time and interact with Clients to develop a meaningful realistic scope of work for a phased approach, and verify / validate that scope. Closely manage changes to the scope and address issues throughout the life of the project. Proiect Communications One of our key success factors is open and honest communications and keeping all the stakeholders, sponsors, end-users and the entire team informed throughout the life of the project. The approach is 27 through, conducting regular project status reviews and timely reporting. Project Time Our time management incorporates all the actions required to ensure that projects are delivered on time. Identifying the tasks / activities required to deliver the complete scope, to sequencing them and estimating their duration. Developing a clear and realistic schedule of events, and then managing to that schedule using Milestone and Responsibility based plan. Project Cost EDEN has a disciplined cost control process in place, so that costs are measured, monitored and managed as we deliver value. Project Resources Our approach is to collaborate with the Clients (a joint implementation team) thereby optimizing the utilization of all resources and developing roles and responsibilities. Our Project Managers are the central point of contact for the team and accept responsibility for developing their teammates, so that the next crop of Project Managers and! or subject matter experts are trained as backups. Project Quality Our quality standard is addressed throughout the delivery rather than as an after-the-fact "quality review." Defining Roles and Responsibilities Client Responsibilities ~ Complete Technology Infrastructure Requirements ~ Organize Training Facility 28 )> Complete Forms Process - Supply electronic files of logos / signatures (bitmaps, if possible) and PO-terms/conditions )> Acquire laser printer(s) with MICR toner cartridges )> Between training weeks complete the practice sessions and client responsibilities )> Provide business process knowledge )> Get trained and participate in training sessions )> Assist with data conversion and reconciliations )> Perform Parallel Processing and Acceptance Testing )> Issue Executive Communication for Compliance )> Take Ownership and Sign-Offs Project Manager(s) )> Is the central point of contact throughout the life of the project )> Defines and plans the Implementation )> Sets expectations; manages and controls risk, issues, scope changes, schedule, milestones, deliverables and costs throughout all phases of the Implementation )> Maintains proactive communication and makes timely decisions to resolve issues )> Successfully completes the implementation by meeting or exceeding expectations in timeliness, accuracy of information, and within-budget delivery Technical Engineer(s) Works with Client staffto: )> Install EDEN Software )> Configure the deployment environment )> Test connectivity between EDEN & Agency's Networks )> Train Agency's Systems Administrator )> Coordinate with EDEN's Project Manager Conversion Engineer( s) )> Works directly with Core Users to effect data conversion and validation processes. )> Provides minor modifications to reports and standard forms, as defined by the )> Runs standard conversion programs against Agency's data extracts )> Delivers converted data and performs Refresh before Go-Live )> Coordinates with EDEN's Project Manager contract. Implementation Consultant( s) )> Configures System to Agency's specifications )> Trains core-team users to operate EDEN Software )> Prepares training agendas and Follow-Up Memos, and optionally assists with reconciliation of data after conversions )> Refers issues and changes to EDEN's Project Manager for resolution )> Assists in parallel runs and "Go-Live" operations )> Conducts Advance Training )> Coordinates with EDEN's Project Manager 29 Implementation Methodolo!!V Over twenty years of sound business practice and government-specific experience has resulted in what EDEN can offer today: a proven methodology for a successful Implementation. Over the years, we have approached each client as a partner. Because of this attitude we have overcome any and all obstacles to arrive at our stated goal of a 100% successful implementation. We maintain stellar relationships with our clients -- indeed, our first client is still one of our clients, and we have never been involved with litigation concerning an unsuccessful implementation. Every one of our implementations has been 100% successful. 30 The following graph depicts a flow chart of our methodology: Implementation Methodology KEY ACTIVITIES KEY ACTIVITIES KEY ACTIVITIES KEY ACTIVITIES Review Contract . InForum Gold . Final data . System in Modifications Application Setup conversion/verificatic)n operation Project Planning & Configuration . On-site support for . Post Go-Live Identify core . Review and Parallel (if applicable) and/or out-of- team members validation of . Data reconciliation for scope Site Fit Analysis converted data cut-over enhancements/ & Consultation . Software . System Test and modifications Data review & Configuration Verification . Advanced Training Mapping Training . Cut-over and Go-live when appropriate . Modify application Support . Post setup as needed . Transition to Eden Implementation . Core User team support and System Setup training Review/Training (optional) KEY DELIVERABLES Project Plan Agreed project procedures Define changes to standard forms Conversion Plan TRIP NAMES · Site Analysis & Consultation KEY DELlVERABLES . Trained core user team . Initial data conversion and recondliation System setup Operational processes and system interfaces tested TRIP NAMES · Setup & Configuration · Ops 1 Training · Ops 2 Training KEY DELlVERABLES . Final verified data conversion . Support of Parallel processing . Support of Go-Live processing . Transition to Eden Support KEY DELIVERABLES . Post Go-Live Support . Implement custom modifications . Provide Advanced or System Setup Training as required (Optional) TRIP NAMES · Advanced Training (if applicable) Post Implementation Review (Optional - if contracted) TRIP NAMES · System Parallel (if applicable) . . System Verification and Go-live Implementation Approach The approach taken on a specific client implementation will be very dependent upon the actual modules purchased, client resource availability, client priorities, etc. The initial stage ofthe project consists of the preliminary project planning and client readiness activities; which include the project planning meetings, technology assessment, resource scheduling, and the project kick-off meeting. Subsequent stages are derived based upon the modules that have been licensed. Each module is assigned to one of the primary module groups of: ~ Core Financials ( General Ledger, Accounts Payable, etc) ~ Payroll and Human Resources ~ Auxiliary Financials (project Accounting, Fixed Assets, etc) ~ Auxiliary Personnel (Position Control/Application Tracking, Etc) 31 ~ Citizen Services (Permits & Inspections, Utility Billing, etc.) Each group of modules defines a business area project stage. Each stage is comprised of a set of four standard project phases. The detail activities within each phase are very similar among all of the stages and are identified in the following. Summary of Project Phases The following section provides a brief description of each of the project phases. Phase 1: Proiect Planning Segment A: Project Planning & Site Fit ConsultationlFit & Gap Analysis - On-Site The purpose of the initial Project Planning, Consultation and Site Fit analysis is to determine the client's needs and fit with the system to be delivered for all modules. This is accomplished by performing a comprehensive (all modules) consultation to confirm client needs. Also in this stage, we communicate the data specifications and format of the conversion files that the client will provide for conversion into the EDEN database. The detail project plan is also constructed at this point. Segment B: EDEN Application Setup & Configuration After the consultation phase is completed, EDEN personnel will perform system setup, 32 configuration, testing, and data conversion. The end-result will be delivery of a fully- functioning system that meets the client requirements defined in the initial consultation. Phase 2: Configuration. Setup and Operations Segment A: EDEN Application Setup & Configuration - On-Site After the consultation phase is completed, EDEN personnel will train and assist Agency personnel on system setup, configuration, testing, and data conversion. Initial data conversion will also be verified during this on-site trip. The end-result will be delivery of a fully- functioning system that meets the client requirements defined in the initial consultation. Segment B: OPS 1 Training - On-Site Agency staffwill be trained on the basic functionality of the software in order for users to accomplish their day-to-day work requirements. Minor modifications to setup may be performed by the consultant if required. Training on some system maintenance items will be required to enable the client to maintain data that will not be subsequently reconverted such as the chart of accounts and master vendor records. Training will be held in a classroom setting. Segment C: OPS 2 Training - On-Site Agency staffwill be tested for familiarity and retention ofOPS 1 training. Based upon the results of this test, the consultant will determine whether re-training is necessary or if advanced training will be conducted during this trip. These training sessions will be designed to prepare all Core Users for go-live on EDEN. They will be held in a classroom setting. If the EDEN conversion specialist determines that another conversion test is necessary before the final conversion for go live, it will be accomplished for review during this trip. Phase 3: Transition to Go-Live - On Site Segment A: Parallel & Go-Live During the critical parallel and/or go-live phase EDEN personnel will provide on-site support. Final data conversion will be performed if required. Data will be reconciled in preparation for parallel and for production cut-over. Initial transactions and processing cycle after cut-over are monitored. Segment B: Transition to EDEN Support & Implementation Evaluation After the go-live the client will transition to EDEN's support group for future issue resolution. Phase 4: Post Go-Live Integration of Program Modifications or Customization and Advanced Training Payro11/Human Resources: Generally, for the Payroll/HR modules, Core User training for Human Resources and for the advanced Payroll topics (i.e. year-end processing, retro pay, bank reconciliation, leave transfers, user formulas, etc) is performed subsequent to the actual go-live phase of the project. 33 All Modules: Modifications, customizations, and custom reports are not part of our traditional implementation approach. These requirements are defined either in the original client agreement or in a subsequent AFPS (Authorization for Professional Services) as additional non-standard services. Modifications and enhancements to the contracted software that have been contracted by a client are typically implemented subsequent to go-live, during this phase of the project. Assumptions, Scope, and Benefits The approach of the implementation is to utilize the EDEN consulting staff to provide on-site training of Agency core-team staff on system and module setup so that the Agency can take immediate ownership of the software and begin performing maintenance and data preparation activities to facilitate gaining expertise of the system. This section will define both the individual and shared responsibilities of an implementation and support engagement. )0> Training on "setup" topics is included in the standard approach and is usually delivered as part of the setup training trip. )0> Chart of Accounts changes may be requested as a contract addition but is not part of the traditional implementation )0> Our standard implementation approach is to utilize a "train-the-trainer" approach for training and system roll-out. .:. As an optional service, our consulting staff may also be engaged to assist with end-user training. Additional end-user training or refresher training is not currently included as part of our Cost Proposal. Implementation Features and Additions System Configuration Consulting - EDEN staff performs a comprehensive on-site consultation to determine client needs and define data conversion parameters. Conversion Assistance - Client staff is responsible for extracting conversion data and providing it in one of the predefmed conversion formats. EDEN staffwill provide assistance in the definition of the field mapping. Business Process Analysis - EDEN consultants perform on-site staff interviews to determine current business processes. EDEN staffis able to discuss the various implementation options which are available in an effort to assist the client in selecting the most appropriate approach. This approach allows for a 'site specific' setup. Additional End-User Training - Our implementation approach recommendation is for the client to deploy end-user training via our train-the-trainer approach. 34