HomeMy WebLinkAboutReso 13-2007
RESOLUTION NO. 13-2007
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO SIGN AGREEMENTS WITH TYLER TECHNOLOGIES
AND HIGHLINE CORPORATION FOR FINANCIAL AND
HUMAN RESOURCES SOFTWARE AND IMPLEMEN-
TATION SERVICES
WHEREAS, the City of South San Francisco's current financial software systeln is
outdated, inefficient, and does not prolnote data analysis and adequate internal financial
reporting; and
WHEREAS, the City also needs a HUlnan Resources software package to Inanage
data on its most important resource, its personnel; and
WHEREAS, staff froln multiple City departlnents reviewed vendor responses and
attended software delnonstrations of their products; and
WHEREAS, staff has selected Tyler Technologies' Eden Division software as the
Inost preferable for financial applications, and has 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 improvelnent 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 Saine form as the attached and to Inake necessary changes to the
agreelnents attached to this Resolution.
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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 28th
day of February 2007 by the following vote:
AYES:
Councilmembers Mark N. Addiego, Joseph A. Fernekes and Karvl Matsulnoto,
Vice Mayor Pedro Gonzalez and Mayor Richard A. Garbarino
NOES:
ABSTAIN:
ABSENT:
ATTEST:
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 mGH LINE for service, maintenance and support of the Licensed Software, to be
executed contemporaneously with this License Agreement as setout 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 mGH 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 LINE as
set out in paragraph 4 and Part IT 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 I of
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 mGH 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
agre~d 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
HIGH 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 Eighty 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 IT 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, VAT, 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 LINE under the terms of this Agreement, if any; or in lieu thereof, CUSTOMER shall
provide HIGH LINE 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, VAT, GST or similar taxes applicable to any fee or sum not
payable by CUSTOMER to HIGH LINE 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 LINE 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
CUSTQMER'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) d.ays 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 LINE 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 LINE, 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 LINE's option, returned to HIGH LINE.
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.
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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 mGH 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 Repo~ 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 r~funded 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.
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LICENSE AGREEMENT #061001 Page 5 of 12
f) 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 HIGH LINE;
iii) HIGH LINE shall not have any obligation to maintain or support Derivative
Works, unless otherwise,agreed to in writing, or unless HIGH 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 HIGH LINE provide HIGH 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 HIGH 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 HIGH 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 Inc., with whom
HIGH LINE has a Software Escrow Agreement, that CUSTOMER has become an eligible
beneficiary under this Agreement.
13. PATENT AND COPYRIGHT INDEMNIFICATION
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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 HIGH 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
mGH LINE in writing during the one month after the HIGH 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 HIGH
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. HIGH 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 HIGH 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 HIGH LINE WITH RESPECT TO
INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE LICENSED SOFTWARE
OR ANY PARTS THEREOF.
14. WARRANTY
Each Licensed Software will conform to HIGH 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 HIGH 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
WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED
SOFTWARE AND ITS PERFORMANCE, INCLUDING ALL IMPLIED 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 LIEU
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
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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.
...........CO[;RA nON 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:
'F,?undatioIl(incl. Position Control)
Pa roll
Benefit Administration
Sal Administration
Attendance
$17,600
$21,120
$7,040 ..
$ 7,9..4..9. .., .
,. $7,040
$3,520
$7,040
$10,560
1 The license fee value includes a 10% mcrease 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.
HIGH LINE guarantees Software Application License fees for one (1) year from the date of
Agreement execution.
PART IT - 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 IT and the
Schedule set out in the Implementation Planning Report Document, the Payment Schedule shall
be governed by the Implementation Planning Report Document.
PART III - TmRD PARTY SOFTWARE
ORACLE APPLICATION SPECIFIC LICENSING
Additional Third Party Software may be referred to in the Implementation Planning Report
Document, in which case the terms of the Implementation 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)
Includes Oracle Reports, Discoverer $3,000 ($1,000) $2,000
Administration, SQL *Plus
Annual Maintenance $1,250 $750
I 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 Internet Application Server -
Enterprise Edition
Named Users (10 users@$360/user)
$3,600
($1,200)
$2,4
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 Methodology
Project Planning + Report
Software Installation
$13,400
$5,000
$5,000
Foundation, Basic Salary Administration and Position
Control Training
Workflow
.. ~?~.~C.~~~~1~....~ ::~q~t:i?,9.Tr~?~:g...:..::.
Troubleshooting Assistance
Conversion Training & Consulting
,.. .............................~..................... ............-...... .............." ..... ...
';
, .
$5,000
$5,000
$5,000
$5,000
$5,000
$5,000
$5,000
...... ....... ...................... ~
$20,000
$5,000
...........,........... ........M..... ..............,
$10,000
... ................. .,....M...... ... .... .......,. ..... .
$4,500
mg
. coverer Training
: Project Account Management Assistance
Check/Direct Deposit Programming Estimate
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.
An 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).
2/19/2007 - 12
RE: LICENSE AGREEMENT #061001 Page 1 of 8
ANNUAL SERVICE AGREEMENT - US
FOR LICENSE AGREEMENT #061001
Between:
illGH 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)
EFFECTIVE DATE: 365 days from l.st Initial Installation 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. Term: 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.
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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 PAYROLL T AX™ 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 mGH 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, Ol1llSSlOnS, 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 V ertex PAYROLL T AX™ System (except as may be noted in
paragraph 5). It is CUSTOMER's responsibility to arrange for its use and service through Vertex
Systems Inc.
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. In 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: mGH LINE agrees to provide CUSTOMER with twelve months written
notice if mGH 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 RELEV ANT 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 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 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.
~ ~ CORPORATION
CITY OF SOUTH SAN
FRANCISCO
PER:
PER:
NAME: Karl Niemuller
NAME:
TITLE: President
TITLE:
DATE: February 19, 2007
DATE:
2/19/2007 - 5
RE: LICENSE AGREEMENT #061001 Page 6 of 8
SCHEDULE "A"
APPLICATION SOFTWARE
Annual Service Fees Tier 0, extended to provide support for up to 750 active Employee/Retiree
Records
, " ""m'~~&?9.",,,
,$4,035
~,1';?'4?, '"
$1,140
$1,345
$570
_,_,_$J_?!,~O
$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:
00 Basic Technical Support
!1!l 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 win 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
00 memory
o performance
00 network connection - understanding of how the network is setup and working and any
recommendations
00 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
00 Assist with Backup / Recovery setup and documentation of procedures using Oracle Utilities
and tool sets
This service will be scheduled annually, upon r~newal, 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 CORPORATION
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 VaIue
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.
IDGHL
Sign:
Name:
Title: Pre.sident
Date: February 19,2007
CITY OF SOUTH SAN FRANCISCO
Sign:
Name:
Title:
Date:
Tms 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 1, 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.
2/19/2007 - 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, subje~t to the restrict~~ms on use apd otheLterms
set forth in this Agreement. -.- .
b) Tyler shall retain ownership of the Tyler Software Products anduser 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 re~ponsible 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) of the following two (2) options within thirty (30) days of installation by
providing written notice to Tyler in accordance with Article 15 of Section 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 [mal and conclusive except for latent defect, fraud,
and a gross nTIstake 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 TylerSuftware 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 indemnify
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, indrrect, 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 da11!-ages 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 of liability.
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 frrst 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 Servic~s Terms and Conditions.
a) For as long as a current Maintenance Agreement is in place, Tyler shan, in a professional, good
and worlananlike 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 win
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 of the Tyler Software Products, onsite support (unless Tyler cannot
remotely correct a defect in a Tyler Software Product), application design, other consulting
services, support of an operating system or hardware, or support outside Tyler's normal business
hours.
6. Client Responsibilities.
a) Client shall provide, at no charge to Tyler, 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 shan 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 releasee 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 of liability.
Section E - General Terms and Conditions
1. Taxes. The fees set forth in Exhibit 1 - Investment Summary do not include any taxes,
including, without limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler
to the prqper 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 shan
include either a justification of 1;he invoice or an adjustment to the invoice. Tyler and Client shan
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 (10) business days after the cessation of the force majeure event, the party whose
performance was delayed shall provide the other party written notice of the time at which force
majeure ceased and a complete explanation of all pertinent events pertaining to the entire force
majeure situation.
Either party shall have the right to terminate this Agreement if Force Majeure suspends
performance of scheduled tasks by one or more parties for a period of one hundred-twenty (120)
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 tennination.
4. Indemnification.
7
a) Subject to the limitation of liability set forth herein, Tyler shall indemnify and hold hannless
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 of liability 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 EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES,
AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY
DISCLAllvIED 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 Imowledge and experience to Understand and deal with the
dispute but shall not be a person assigned to the project. The set of four (4) -individuals consisting
of Tyler's Project Manager for this project, Client's Project Manager for this project, and the two
(2) appointees is caned 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 t4e Agreement.
In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the
dispute win 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.
10. 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 t6 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 or" 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 fol1<;>ws:
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 Infonna"tion 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 $1,000,000;
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 receivjng 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 infonnation.
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 tenns
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. If Client should not appropriate or otherwise make available funds
sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other
means of performing the same functions of such products, Client may unilaterally terminate this
Agreement only upon thirty (30) days written notice to Tyler. Upon termination, Client shall
remit payment for all products and services 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 $19,218 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, 100% of
the Third Party Product Fees ($24,699), and 100% of the Third Party Product Year 1
Maintenance Fees ($5,228).
c) Client will-pay $19,218 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 win 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, Proj ect 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: frrst 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 frrst 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 frrst Client's frrst 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 100% 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 payron 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 of living 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 Bud~eting 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 Proj ect 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 staffperson 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 Maintenarice 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 fonnat. '
The following third party products are identified herein and may be supplemented
or substituted by mutual agreement:
1. Windows 2003 Server Microsoft Corporation
2. Windows XTNista (desktop) Microsoft Corporation
3. Windows SQL Server 2003 Microsoft Corporation
4. CRW
5. 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 shaiing or interface. Payroll data from High Line will be
passed to Tyler in a flat file, ASCll-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 obj ect,
and project.
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.
ent:
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)
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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 bil1ed 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.
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Exhibit 4 - Data Conversion Process
,................................................................................................................................................................................................................................................................................................................1
[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. Ifrequested by Client, Tyler will detennine 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.
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.. 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 ttset
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 win typically be multiple conversion files for each module. Conversion import files may
be provided in one of the following formats: 1) ASCIT pipe t'I" delimited text file, 2) Non
Formatted Microsoft Excel Worksheet, or 3) Microsoft Access database.
The import files must adhere to the following characteristics:
.. ASCIT character content: The data must contain only printable ASCIT characters. Control
characters, non-printable characters, or "packed" data fields are not allowed.
.. One record per line or row: Each line or row constitutes a single record or row of data.
ASCII Pipe Delimited Text File:
Data may be provided as ASCII pipe delimited text files with variable length data separated by a
"I" ("pipe") character. Variable length records contain fields that are only as wide as the data
reqUITes (there are no leading or trailing spaces b'?tween 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 frrst row containing the header
column information and each subsequent row representing one record of data.
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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.
r-...................:.......:....:..........................................................................................................................................................................................................................................................................................................................)
~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/APIPG 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
ord~r. 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 fmal 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.
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.. The conversion estimate for project/grant accounting includes conversion of the project strings, materials
history, labor history, and project balances. This conversion includes up to five fiscal years of project
accounting data.
.. The conversion estimate for fIXed assets includes conversion of fixed asset number and type, depreciation
information, distribution information, asset class information, and improvement information.
.. The payroll/position control conversion estimate includes conversion of payroll data for one client. For the
payroll conversion, Tyler will convert employee and position information, grade and step tables, employee
benefit and deduction information, direct deposit accounts, employee leave balances, and the current year's
employee paycheck history. Previous year's payroll check history, job costing numbers, and job costing
history, are not included in the standard payroll/position control conversion.
4& 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.
e 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;
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e Transaction/account activity on per-period (monthly) basis for every fiscal year converted, including
budgets.
· Budgets win be converted:
· For prior fiscal year(s): the original adopted budget and the final amended budget;
· For current fiscal year: the adopted budget, and an transactions amending the budget.
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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.
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Exhibit 6 - Intentionally Omitted
25
Exhibit 7 - Tyler Implementation Plan
IMPLEMENTATION PLAN
Proj eet M anagem ent 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
D efil1. in g Roles and Responsibilities ............. ........... ............. ............ ...... ............................... 28
Implem entation M eth odology ................... ............... ................... ............. ..... ...... 30
1m plem entation Approach ................. ...... ........................................................... ................... 31
Summ ary of Project Ph ases ............ DO.............. ............... DO........ ............. DO... ..... DO..................... 32
Phase 1: Project Planning... ...... ........ ....... ..................... ........... ................... ....................... .32
Phase 2: Configuration, Setup and Operations ...................................................................33
Phase 3: Transition to Go-Live - On Site.......................................................... ..............: ..33
Phase 4: Post Go-Live....................................................................... ................................ .33
Assumptions, Scope, and Benefits ........... ......... ............. ......... .......... .......... ......... .......... ........34
1m plem entation Features an d Additions........ ............... .......... .......... ............ ...... ...... ......~..... 34
Pro;ect Manaf!ement Avvroach
EDEN's approach to Proj ect Management is a detail oriented, methodical system that has evolved over
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twenty five + years to be one of the most successful in the industry. Our management style is
characterized by attention to detail, a proven methodology, and sound business practices. This
management style, combined with the flexibility to accommodate the uniqueness of each agency, will
make all concerned with 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 proj ect roles, responsibilities and organization
:>> Phased Implementation using structured methodology and project procedures
:>> Regular project 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.
Proj ect Management is about leadership and vision as well as Proj ect Administration for a successful
engagement. We staff engagements with seasoned proj ect 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 proj ect 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 proj ect plan. In order to control and
monitor the project, we use the following tools 31?-d techniques:
Proj 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.
Proi ect 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 proj ect.
Proi ect 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
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through, conducting regular proj ect status reviews and timely reporting.
Pro; ect Time
Our time management incorporates all the actions required to ensure that proj ects 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.
Proj ect Cost
EDEN has a disciplined cost control process in place, so that costs are measured, monitored and
managed as we deliver value.
Proj ect Resources
Our approach is to collaborate with the Clients (a j oint implementation teatn) thereby optimizing the
utilization of all resources and developing roles and responsibilities. Our Project Managers are the
central point of contact for the teatn and accept responsibility for developing their temnmates, so that
the next crop of Project Managers and! or subject matter experts are trained as backups.
Project Qualitv
Our quality standard is addressed throughout the delivery rather than as an aft er-the- fact "quality
. "
reVIew.
Defining Roles and Responsibilities
Client Responsibilities
~ Complete Technology Infrastructure Requirements
~ Organize Training Facility
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)> 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 lmowledge
)> 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
)> Defmes and plans the hnplementation
)> 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 staff to:
)> 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 c.ore-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
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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.
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The following graph depicts a flow chart of our methodology:
Implementation Methodology
KEY ACTIVITIES
Review Contract
Modifications
Project Planning
Identify core
team members
Site Fit Analysis
& Consultation
Data review &
Mapping
KEY DELIVERABLES
Project Plan
Agreed project
procedures
Define changes
to standard forms
Conversion Plan
TRIP NAMES
Site Analysis &
Consultation
KEY ACTIVITIES
III InForum Gold
Application Setup
& Configuration
III Review and
validation of
converted data
III Software
Configuration
Training
III Modify application
setup as needed
III Core User team
training
KEY DELlVERABLES
III Trained core user
team
.. Initial data
conversion and
reconciliation
System setup
Operational
processes and
system interfaces
tested
TRIP NAMES
Setup &
Configuration
III Ops 1 Training
III Ops 2 Training
KEY ACTIVITIES
II Final data III
co nversion/verificatil)n
II On-site support for II
Parallel (if applicable)
III Data reconciliation for
cut-over
III System Test and
Verification II
II Cut-over and Go-live
Support III
II Transition to Eden
support
KEY DELlVERABLES
II Final verified data
conversion
II Support of Parallel
processing
III Support of Go-Live
processing
II Transition to Eden
Support
TRIP NAMES
III System Parallel (if
applicable)
III System Verification and
Go-live
KEY ACTIVITIES
System in
operation
Post. Go-Live
and/or out-of-
scope
enhancements/
modifications
Advanced Training
when appropriate
Post
Implementation
and System Setup
Review /Training
( optional)
KEY DELIVERABLES
II Post Go-Live
Support
II Implement custom
modifications
III Provide Advanced
or System Setup
Training as
required (Optional)
TRIP NAMES
.. Advanced Training
(if applicable)
Post
Implementation
Review (Optional -
if contracted)
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 of the project
consists of the preliminary project planning and client readiness activities; which include the project
planning meetings, technology assessment, resource scheduling, and the project kick-offmeeting.
Subsequent stages are derived based upon the modules that have been licensed. Each module is
assigned to one of the primai-y module groups of:
)> Core Financials ( General Ledger, Accounts Payable, etc)
)> Payroll and Human Resources
)> Auxiliary Financials (proj ect Accounting, Fixed Assets, etc)
)> Auxiliary Personnel (Position Control/Application Tracking, Etc)
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>- Citizen Services (Permits & Inspections, Utility Billing, etc.)
Each group of modules defines a business area proj ect 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: Proj ect 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 detennine 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,
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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 tills 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 staff will be tested for familiarity and retention of OPS 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
PaYfol1/FIuman Resources:
Generally, for the PaYfoll/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.
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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.
)> Training on "setup" topics is included in the standard approach and is usually delivered as part
of the setup training trip.
)> Chart of Accounts changes may be requested as a contract addition but is not part of the
traditional implementation
)> 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 predefined conversion formats. EDEN staff will provide assistance in the definition of the
field mapping.
Business Process Analvsis - EDEN consultants perform on-site staff interviews to determine current
business processes. EDEN staff is able to discuss the various implementation options which are
available in an effort to assist the client in selecting the most appropriate approach. This approach
allows for a 'site specific' setup.
Additional End-User Training - Our implementation approach recommendation is for the client to
deploy end-user training via our train-the-trainer approach.
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