HomeMy WebLinkAboutStaff Report 4.B 12/07/2007CITY OF PETALUNIA, CALIFORNIA
AGENDA BILL
Agenda Title:
IT
December 17, 2007
Meeting Date:
Resolution Authorizing the City Manager to Negotiate and Sign a Contract December 17, 2007
with Eden Systems (A Division of Tyler Technologies) to Install a New
Comprehensive Financial System to Replace Pentamation Software Meeting Time: ® 3:00 PM
❑ 7:00 PM
Categorv: ❑ Presentation ❑ Consent Calendar ❑ Public Hearing 0 Unfinished Business ❑ New Business
Department: I Director: Contact Person:
Administrative Services I Steven Canmichael Steven Carmichael
Cost of Proposal: $725,000
Amount Budgeted: $85,000
Attachments to Agenda Packet Item:
Resolution
Cost Breakdown (Attachment 1)
Timeline Matrix (Attachment 2)
Vendor Questionnaire and Overall Evaluation Criteria (Attachment 3)
Phone Number:
707-778-4352
Account Number:
3330
Name of Fund:
Information Technology
Summary Statement:
Over 4 years ago, the City purchased Pentamation Financials to keep track of City financial information. Staff
continues to struggle to make Pentamation work. Per Council request, the cost breakdown and timeline matrix
are included. I have also included the Vendor Questionnaire and Evaluation Criteria used by the Joint Powers
Agency to certify Eden Systems. Contract language is being finalized. All contract issues have been resolved.
Recommended Citv Council Action/Suggested Motion:
Replace Pentamation Financials with Eden System/Tyler Technologies and authorize City Manager to negotiate a
contract not to exceed $725,000.
Reviewed bv-Admin. Svcs. 6ir:
(, ( i
Date: �LI4 I
Rev. # Date Last Revised:
ReviewedWAttornev:
Date: 12-/ 11 /0 4
File: s:/12-03-07 Eden
Approved by City Manager:
Date: r
RESOLUTION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND SIGN A
CONTRACT WITH EDEN SYSTEMS (A DIVISION OF TYLER TECHNOLOGIES) TO
INSTALL A NEW COMPREHENSIVE FINANCIAL SYSTEM TO REPLACE
PENTAMATION SOFTWARE
WHEREAS, the City purchased a new Pentamation Financial System over 4 years ago
against the wishes of City staff and has failed to work properly since first installed; and
WHEREAS, staff has created over 100 workarounds in order to make the system more
functional; and
WHEREAS, City staff has lost thousands of hours of productive time due to the current
system shortcomings; and
WHEREAS, in staff's opinion, the Pentamation system will no longer meet the needs of
the City's financial requirements; and
WHEREAS, on November 7 and 8, 2007, City staff from all departments participated in
demonstrations of the Eden System/Tyler Technologies and found that the sophistication of the
technology far surpassed the current Pentamation functionality.
NOW, THEREFORE BE IT RESOLVED that representatives from all City departments
strongly support the approval of this resolution to change financial systems and encourage the
City Council to authorize the City Manager to negotiate a contract with Eden Systems/Tyler
Technologies not to exceed $725,000.
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Attachment 3
E.
Form A
Vendor Name:
Questionnaire completed by:
Please answer all questions and address all requests made in this IFB. Supply any applicable supporting information
and documentation. Organize your answers, documentation and information under the questionnaire response tab.
All information must be typed, organized and easily understood by evaluators. Limit your answer and documentation
as they directly relate to this IFB. This questionnaire may be printed and space allowed under each question or
delivered in a format established by the vendor provided it is in an organized and easily understood presentation.
1. Supply an organizational chart of the work force structure that will support the contract.
2. Indicate your full time field representative(s) for each state applicable to this IFB.
3. Supply a reference list of at least three (3) NJPA-type members giving a performance review. Please include
the member's name, contact, and phone number.
4. Provide documentation to verify manufacturer's product warranty protection.
5. Provide documentation indicating the total dollar volume of your sales for the last three (3) fiscal years.
6. Indicate the number of years your company has been in the Administrative Software and Related
Applications business.
7. Provide names and addresses of the top five (5) governmental or school members and dollar volumes.
8. Indicate your company's multiple manufactured lines of products.
9. Provide documentation showing your company's status.
10. Briefly describe the variety of manufactured products and services you are offering to NJPA members.
11. Describe your ability and willingness to service members throughout the entire United States and Canada.
12. Describe the service area to which you cannot or would not consider providing your products and services.
13. Provide an executive summary of your company.
14. Describe your customized marketing program strategy to promote the contracted products and services.
15. Describe your marketing material promoting this type of partnership and contract opportunity.
16. Explain your and (how you see) NJPA's marketing role and for this type of contract and partnership.
17. Are you willing to provide a custom cooperative program of products/services through the NJPA contract at a
lower price or better value than our members can obtain directly, through other similar buying groups or
because of contract efforts of their own? Describe.
18. Are you willing to allow for an administrative fee in exchange for contract facilitation and marketing?
19. Will your company offer and promote the NJPA contract and discounted pricing to all available members?
20. Describe your member service process and procedure.
21. Do you have the ability to offer advanced technology with regard to member service? Describe.
22. What additional valued added options or program advantages do you offer?
23. List and provide documentation regarding recent industry standard awards and recognition.
24. Describe any multiple levels of service available as options for members.
25. Describe your internet use to provide marketing and product awareness services.
26. Briefly describe your goal for this bid award and contract.
27. As an important part of the evaluation of your offer, you must indicate the level of support you are offering.
A bid will be determined to be non-responsive if this question is unanswered. Check either line a, b or c.
Prices offered in this bid are:
a. The same as we offer on single school district bids.
b. The same as we offer to cooperatives and state purchasing departments.
c. Better than we offer to cooperatives or state purchasing departments.
28. Do you offer quantity or volume discounts? _YES _NO Outline guidelines and program.
29. Describe your shipping, exchange and return program(s) and policy(s).
30. Are you able to submit a line item response of equipment and services?
Signature (Same signature as on Bid Affidavit Signature and Acceptance Form)
h/
J
F. RESPONDING COMPANY INFORMATION.
Form B
Note: Additional data must be provided electronically and/or hard copy. Original must be signed and inserted in the
bid after it is printed. Proper evaluation of response requires information about companies.
1. Public companies must provide their most recent yearly report to stockholders.
2. Provide a brief history of your company that includes the type of business conducted and its philosophy. If
the bidder has recently purchased an established business and has proof of prior success in this business or a
closely related business, please provide written verification.
3. Indicate the company's headquarters location. List any branch offices throughout the United States and
Canada. Provide the name, title, qualifications and experience of your employee(s) that will be the general
contact(s) for this contract and will coordinate the work.
4. For purposes of determining a bidder's ability to perform financially, attach a letter from your financial
institution that indicates the line of credit currently available to you and evidence of financial stability over
the past three (3) years. This letter does not need to identify a specific dollar amount; instead, a credit range
should be indicated. For example, "Credit in the low six figures" or "A credit line exceeding five figures."
Bond rating is also acceptable.
5. Voids sometimes exist between management (those who respond to IFBs) and sales staff (those who contact
the public educational institutions) that result in problems. Due to this fact, provide the names of your key
sales people, phone numbers and states for which they are responsible.
VENDOR INFORMATION REOUEST
Company Name:
Address:
City/State/Zip:
Phone: Fax:
Toll Free Number: E-mail:
Web site:
COMPANY PERSONNEL CONTACTS
Contract Manager
Email: Phone:
Service Manager:
Email: Phone:
Member Service Manager:
Email: Phone:
11
G. OVERALL EVALUATION AND CRITERIA,
In accordance with accepted standards of competitive sealed bid awards as set forth in the Minnesota Procurement
Code, competitive sealed bids/awards will be made to responsible vendors whose bids are determined in writing to be
the most advantageous to NJPA and its qualified members. To qualify for the final evaluation, a vendor must have
been deemed responsive as a result of the criteria set for "Vendor Responsiveness:' A bid must have been submitted
on time and materially satisfy all mandatory requirements identified in this document.
The evaluation criteria for this solicitation, not arranged in order of importance:
1000 Maximum Available Points Points Acquired
Conformance to terms and conditions, to 25
include documentation
Competitive pricing line items, to 400
include cost evaluation rating
Qualifications as a responding vendor 25
References and past performance 25
information (PPI), to include past
member approval
Selection of current products and the 225
variety of manufactured products offered
Value added features of overall vendor 50
program as developed to best serve the
NJPA member's purchasing experience
Industry standard market place success 100
and reputation
Ability to sell and service qualified 100
members through a national distribution
network of authorized sales reps, field
reps and telemarketing
Industry standard product and/or service 25
awards
Description of a national cooperative 25
marketing program to be facilitated in
cooperation with NJPA to promote
contract
Total Points 1000
H. VENDOR RESPONSE
Form F Yes No
Understand General Instructions, IFB Procedures and Operating Contract
Understand requested Product Specification and IFB Response Expectations ❑ ❑
SPECIFICATIONS AND BID FORMS
Bid Submittal OrPanization and Check List
1. In order to ensure that every bid receives a fair evaluation and comparison, it is required that each bid be
organized in the following manner: a three-ring binder with an inside pocket and a set of six index dividers is
required.
2. It is suggested that the bidder preparing a response check off each required item as it is completed. The same
list will be used by NJPA evaluators to ascertain that the bid is complete.
3. Any submittals too large to secure in a binder must be clearly labeled with the name of the bidder.
4. Two original copies of the bid shall be submitted.
5. Data must be provided on electronic media (3.5" diskettes or CD's), when applicable, and a hardcopy printout
of the data shall be signed and submitted with the bid. Electronic media shall be placed in a protective pouch
and clearly identified with the vendor's name, name of the bid and date. Electronic price lists shall be in
Microsoft Excel 2000 or less and shall allow for sorting on any of the fields listed below. Other documents
may be submitted as Microsoft Word or PDF files.
Al original documents with signatures required shall be original signed with ink.
Divider Form Description Signature Hard Word or Excel
Tab Required Copy PDF File File
5
A
_Questionnaire for Responders
X
X
X
1
B
Bidders Company Information
X
X
X
5
C
_Exception to Terms, Conditions
X
X
X
and Specifications
1
D
_Copy Vendor Bid & Acceptance
X
X
X
Signature
4
Pricing for products and overall
X
program to include Value added
Warranty documents
3
_Vendor qualification documents
X
_Financial or stock holder reports
License documents
Left
Bid security bond for $10,000.00
X
Pocket
Labeled CD(s) or disk(s)
I
E
_Vendor assurance of compliance
X
X
(Hard copy notarized)
6
F
Product marketing material
X
X
Bidder's checklist Form F
2
Copy of bid in page order
X
Left
_Forms D & E signed original
X
X
Pocket
documents in envelope
17
X
illl girestioiis have been crosinered mid clata provided as regtresiecl. (onnsaimts mid errm-s can cmtse bids to be rejected.)
Signature (Same signature as on Bid Affidavit Signature and Acceptance Form)
Attachment 4
AGREEMENT
This agreement ("Agreement") is made this day of December, 2007 by and between Tyler
Technologies, Inc. with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98057
("Tyler") and the City of Petaluma with offices at City Hall, 11 English Street, Petaluma,
California 94953 ("Client").
Section A - Software License Agreement
1. License Grant.
a) Upon the effective date of this Agreement, Tyler hereby grants to Client a non-exclusive, non-
transferable, royalty -free, revocable license to use the Tyler software products and related
interfaces (collectively, the "Tyler Software Products") and Tyler user manuals for Client's
internal business purposes only and otherwise subject to the terms and conditions of this
Agreement. This license is revocable by Tyler if Client fails to comply with the terms and
conditions of this Agreement, including without limitation, Client's failure to timely pay the
Application Software License Fees in full. Upon Client's payment in full for the Tyler Software
Products, this license shall become irrevocable, subject to the restrictions on use and other terms
set forth in this Agreement.
b) Tyler shall retain ownership of the Tyler Software Products and user manuals.
c) The Tyler Software Products are not licensed to perform functions or processing for
subdivisions or entities that were not disclosed to Tyler prior to the effective date of this
Agreement.
d) The right to transfer the Tyler Software Products to a replacement hardware system is included
in this Agreement. Client shall pay Tyler for the cost of new media or any required technical
assistance to accommodate the transfer. Client shall provide advance written notice to Tyler of
any such transfer.
e) Client acknowledges and agrees that the Tyler Software Products and user manuals are
proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall use
best efforts to keep the Tyler Software Products and user manuals confidential and to prevent any
misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or user
manuals by any party.
I) 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.
h) Tyler maintains an escrow agreement with an escrow services company under which Tyler
places the source code of each major release of the Tyler Software Products. At Client's request,
Tyler will add Client as a beneficiary to such escrow agreement. Client shall pay the annual
beneficiary fee directly to the escrow services company and is solely responsible for maintaining
its status as a beneficiary.
2. License Fees. Client agrees to pay Tyler, and Tyler agrees to accept from Client as payment in
full for the license granted herein, the Application Software License Fees set forth in Exhibit 1 -
Investment Summary
9
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 conforni to the then -current Tyler user
manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal
to Client.
c) Verification as described herein shall be final and conclusive except for latent defect, fraud,
and a gross mistake that amounts to fraud. In the event verification is not final and conclusive,
pursuant to this paragraph, Tyler shall correct the cause thereof. In the event Tyler cannot correct
the cause thereof, Client may invoke its rights under Article 4 of Section A.
d) Tyler shall promptly correct any functions of the Tyler Software Products that failed
verification.
4. Limited Warranty. For as long as a current Maintenance Agreement is in place, Tyler
warrants that the Tyler Software Products will substantially conform to the then -current Tyler
user manuals and the functional descriptions of the Tyler Software Products in Tyler's written
proposal to Client, if applicable. In the event of conflict between the afore -mentioned documents,
the thea -current Tyler user manuals shall control. If the Tyler Sofrivare 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;
lo
or (vi) Client's willful infringement. In the event a Tyler Software Product is finally determined
to be infringing and its use by Client is enjoined, Tyler shall, at its election (i) procure for Client
the right to continue using the infringing Tyler Software Product; (ii) modify or replace the
infringing Tyler Software Product so that it becomes non -infringing; or (iii) terminate Client's
license for the infringing Tyler Software Product and refund to Client the Application Software
License Fee paid for the infringing Tyler Software Product, as depreciated on a straight-line basis
over a seven (7) year period commencing on the effective date of this Agreement. Tyler shall
have no liability hereunder if (i) Client modified a Tyler Software Product and such modification
is determined by a court of competent jurisdiction to be a contributing cause of the infringement ,
(ii) Client continues using the infringing Tyler Software Product after Client becomes aware that
such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder,
or (iii) the infringement would have been avoided by Client's use of the most current version of
the Tyler Software Product. The foregoing states Tyler's entire liability and Client's sole and
exclusive remedy with respect to the subject matter hereof.
6. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the use of the Tyler Software Products. Tyler's liability for damages and
expenses arising out of this Software License Agreement, whether based on a theory of contract
or tort, including negligence and strict liability, shall be limited to the Application Software
License Fees set forth in Exhibit 1 - Investment Summary. Such Application Software License
Fees reflect and are set in reliance upon this limitation of liability.
Section B - Professional Services Agreement
1. Services. Tyler shall provide the services set forth in Exhibit I - Investment Summary at
Client's election. As the amount of such services is an estimate, Client shall be liable to Tyler for
the services actually provided to Client.
2. Professional Services Fees.
a) All Training & Installation and Data Conversion services shall be invoiced on a weekly basis.
b) Upon the completion of each service day or group of days performed on-site, Tyler will
present a Customer Service Report to Client. Client shall either sign the report indicating
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 final.
c) Verification in accordance with Article 3 of Section A shall be billable to Client at the rate for
Training & Installation services set forth in Exhibit 1 - Investment Summary.
d) Payment is due within thirty (30) calendar days of invoice receipt.
e) Expenses shall be billed in accordance with the then -current Tyler Business Travel Policy,
based on Tyler's usual and customary practices. Tyler's current Business Travel Policy is
attached hereto as Exhibit 3. Copies of receipts shall be provided on an exception basis at no
charge. Should all receipts for non per diem expenses be requested, an administrative fee shall be
incurred. Receipts for mileage and miscellaneous items less than five dollars ($5) are not
available.
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.
4. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
of or in connection with the provision or quality of the services or the use of the Tyler Software
Products. Tyler's liability for damages and expenses arising out of this Professional Services
Agreement, whether based on a theory of contract or tort, including negligence and strict liability,
shall be limited to the service fees set forth in Exhibit 1 - Investment Summary. Such fees reflect
and are set in reliance upon this limitation of liability.
5. Cancellation. In the event Client cancels services less than two (2) weeks in advance, Client is
liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)
daily fees associated with the canceled services if Tyler is unable to re -assign its personnel.
Section C - Maintenance Agreement
1. Scope of Agreement. Client agrees to purchase and Tyler agrees to provide maintenance
services for the Tyler Software Products in accordance with the following terms and conditions.
2. Term of Agreement. This Maintenance Agreement is effective on the first day of training and
shall remain in force for a one (1) year term. Upon expiration of this Maintenance Agreement,
Client may renew the Maintenance Agreement for subsequent one (1) year periods at the then -
current Application Software Maintenance Fees.
3. Payment.
a) Additional Charges. Any maintenance services performed by Tyler for Client which are not
covered by this Maintenance Agreement, as set forth in Article 5 of Section C, including
materials and expenses, shall be billed to Client at Tyler's then current rates.
b) Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed
Application Software Maintenance Fees within sixty (60) calendar days of the due date. Tyler
will reinstate maintenance services upon Client's payment of the overdue Application Software
Maintenance Fees.
4. Maintenance Services Terms and Conditions.
a) For as long as a current Maintenance Agreement is in place, Tyler shall, in a professional, good
and workmanlike manner, perform its obligations set forth in this Maintenance Agreement in
order to conform the Tyler Software Products to the applicable warranty under this Agreement. If
Client modifies the Tyler Software Products, Tyler's obligations to provide maintenance services
on and warrant the Tyler Software Products shall be void.
b) Tyler shall provide telephone support on the Tyler Software Products. Tyler personnel will
accept telephone calls during the hours of 5 AM PST and 6 PM PST, Monday through Friday,
excluding holidays.
c) Tyler shall continuously maintain a master set of the Tyler Software Products on appropriate
media, a hardcopy printout of source code to the Tyler Software Products, and Tyler user
manuals.
d) Tyler shall maintain personnel appropriately trained to be familiar with the Tyler Software
Products in order to provide maintenance services.
e) Tyler shall provide Client with all releases Tyler makes to the Tyler Software Products. Client
acknowledges and agrees that a new release of the Tyler Software Products is for implementation
in the Tyler Software Products as they exist without Client customization or modification.
f) Client acknowledges and agrees that Tyler reserves the right to cease supporting a prior release
of the Tyler Software Products six (6) months after shipping a new release of the Tyler Software
4
A;A
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, full and free 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.
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.
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 agrees to
accept from Tyler the Third Party Products set forth in Exhibit 1 - Investment Summary ("Third
Party Products").
2. License of Third Party Software Products.
a) Upon Client's payment in full of the Third Party Product Fees, Tyler shall grant to Client and
Client shall accept from Tyler a non-exclusive, nontransferable, non -assignable license to use the
Third Party Software Products and related documentation for Client's internal business purposes,
subject to the terms and conditions set forth herein.
b) The developer of the Third Party Software Products (each a "Developer", collectively
"Developers") shall retain ownership of the Third Party Software Products.
c) The right to transfer the Third Party Software Products to a replacement hardware system is
governed by the Developer. The cost for new media or any required technical assistance to
accommodate the transfer would be billable charges to Client. Client shall provide advance
written notice to Tyler of any such transfer.
d) Client acknowledges and agrees that the Third Party Software Products and related
documentation are proprietary to the Developer and have been developed as trade secrets at the
Developer's expense. Client shall use best 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
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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.
Verification of the Tyler Software Products in accordance with Article 3 of Section A shall
constitute Client's acceptance of the Third Party Products. Such acceptance shall be final and
conclusive except for latent defect, fraud, and a gross mistake as amount to fraud.
5. Site Requirements. Client shall provide a suitable environment, location and space for the
installation and operation of the Third Party Products; sufficient and adequate electrical circuits
for the Third Party Products; and installation of all required cables.
6. Warranties.
a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party
Products.
b) Tyler warrants that each Third Party Product shall be new and unused, and if Client fully and
faithfully performs each and every obligation required of it under this Third Party Product
Agreement, Client's title or license to each Third Party Product shall be free and clear of all liens
and encumbrances arising through Tyler.
c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products.
As such, Tyler does not warrant or guarantee the condition or operating characteristics of the
Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments
that Tyler may receive from the Developer or supplier of the Third Party Products.
7. Maintenance.
a) In the event Client elects not to purchase through Tyler maintenance services on the Third
Party Products, or such maintenance services are unavailable, it shall be the responsibility of
Client to repair and maintain the Third Party Products and purchase enhancements as necessary
after acceptance as set forth in Article 4 of Section D.
b) In the event Client elects to purchase through Tyler maintenance services on the Third Party
Products, Tyler will facilitate resolution of a defect in a Third Party Product with the Developer.
c) In the event the Developer charges a fee for future Third Party Software Product release(s),
Client shall be required to pay such fee.
8. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from
loss of use, loss of data, interruption of business activities, or failure to realize savings arising out
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.
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Section E - General Terms and Conditions
1. Taxes. The fees set forth in Exhibit 1 — Investment Summary do not include any taxes,
including, without limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler
to the proper authorities and shall be reimbursed by Client to Tyler. In the event Client possesses
a valid direct -pay permit, Client will forward such permit to Tyler on the Effective Date of this
Agreement, in accordance with Article 15 of Section 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.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to warranties in this
Agreement, Client shall provide written notice to Tyler within fifteen (15) calendar days of
receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to
provide written clarification and details. Tyler shall provide a written response to Client that shall
include either a justification of the invoice or an adjustment to the invoice. Tyler and Client shall
develop a plan to outline the reasonable steps to be taken by Tyler and Client to resolve any
issues presented in Client's notice to Tyler. Client may only withhold payment of the amount
actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding
the foregoing, if Tyler is unable to.complete its actions outlined in the plan because Client has not
completed its action items outlined in the plan, Client shall remit full payment of the invoice.
b) Any invoice not disputed as described above shall be deemed accepted by Client. Tyler
reserves the right to suspend delivery of all services in the event Client fails to pay an invoice not
disputed as described above within sixty (60) calendar days of receipt of invoice.
3. Force Majeure. Neither party shall be liable for delays in performing its obligations under
this Agreement to the extent that the delay is caused by force majeure.
Force majeure shall not be allowed unless:
a) Within five (5) business days of the occurrence of force majeure, the party whose performance
is delayed thereby shall provide the other party or parties with written notice explaining the cause
and extent thereof, as well as a request for a time extension equal to the estimated duration of the
force majeure events.
b) Within ten (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 termination.
4. Indemnification. Subject to the limitation of liability set forth herein, Tyler shall defend,
indemnify and hold harmless Client and its agents, officials and employees from and against any
and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's
fees and costs) arising from Tyler's negligence or willful misconduct. Tyler shall not be liable to
the degree or extent of damages, loss, or expense determined to be the fault of the Client.
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
DISCLAIMED BY TYLER.
6. Dispute Resolution. Should a dispute arise with respect to this Agreement, Client will notify
Tyler immediately in writing. If, following a good faith attempt to resolve the dispute by
discussion between the parties, Tyler and Client cannot resolve the dispute within thirty (30)
calendar days following notification in writing by either party of the existence of said dispute,
then the dispute may be referred to nonbinding mediation, and either party may also assert its
rights and other 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
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 temt or provision of this Agreement or the application thereof shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
11. Modification. This Agreement may only be modified by written amendment signed by
authorized representatives of both parties.
12. Termination.
a) Termination for Convenience. In the event of Client's termination of this Agreement for
convenience, Client shall provide Tyler with thirty (30) days' advance written notice of Client's
intent to terminate this Agreement. Client shall pay Tyler for products, services and expenses
delivered or incurred prior to the date Tyler received Client's notice of termination.
b) Termination for Cause. In the event of Tyler's failure to perform under this Agreement, Client
shall immediately notify Tyler in writing of such failure and allow Tyler a thirty (30) day period
in which to cure such failure. If, at the end of the cure period, Tyler has not cured such failure,
Client will have the right to terminate this Agreement. Upon such termination, Client shall pay
Tyler for all products, services, and expenses not in dispute which were delivered or incurred
prior to the date Tyler received Client's notice of termination. Payment for products, services,
and expenses in dispute will be determined in accordance with the dispute resolution process.
13. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement
ON
has been approved by its governing body and is a binding obligation upon Client
14. No Assignment. Client may not assign its rights and responsibilities under this Agreement
without Tyler's prior written permission, not to be unreasonably withheld.
15. Notices. All notices or communications required or permitted as a part of this Agreement
shall be in writing (unless another verifiable medium is expressly authorized) and shall be
deemed delivered when:
a) Actually received,
b) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the
party,
c) Upon receipt by sender of proof of email delivery, or
d) If not actually received, ten (10) days after deposit with the United States Postal Service
authorized mail center with proper postage (certified mail, return receipt requested) affixed and
addressed to the respective other party at the address set forth in this Agreement or such other
address as the party may have designated by notice or Agreement amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by the
intended receiving party of a new address will be borne by the intended receiving party. The
addresses of the parties to this Agreement are as follows:
Tyler Technologies, Inc.
370 U.S. Route I
Falmouth, ME 04105
Attention: Contracts Department
Client:
City of Petaluma
11 English Street
Petaluma, CA 94953
Attention: Steven Carmichael
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.
Tyler and any subcontractor shall not commence work under this Agreement until Tyler shall
have obtained all insurance required under this section and such insurance shall have been
approved by the City Attorney as to form and carrier and the City Manager as to sufficiency, nor
shall Tyler allow any contractor or subcontractor to commence work on this Agreement or
subcontract until all similar insurance required of Tyler and/or subcontractor shall have been so
obtained and approved. All requirements herein provided shall appear either in the body of the
insurance policies or as endorsements and shall specifically bind the insurance carrier.
Tyler shall procure and maintain for the duration of the Agreement all necessary insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by Tyler, Tyler's agents, representatives,
employees or subcontractors.
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A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage
a. Personal injury
b. Contractual liability
2. Insurance Services Office form covering Automobile Liability, code 1 (any auto)
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance
4. Professional Liability insurance
5. Such other insurance coverages and limits as may be required by the CITY
B. Minimum Limits of Insurance
Tyler shall maintain limits no less than:
I. General Liability: $2,500,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with a
general aggregate liability is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit ($5,000,000). Tyler may use an Excess/Umbrella
Liability policy to meet these limits.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident
Bodily Injury by Disease - $1,000,000 policy limit
Bodily Injury by Disease - $1,000,000 each employee
4. Professional Liability insurance: $5,000,000.
5. Such other insurance coverages and limits as may be required by the CITY
C. Deductibles and Self -Insured Retentions
Client hereby approves the deductible of $500,000 on Tyler's Professional Liability policy.
D. Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
1. Client, its officers, officials, employees, agents and volunteers are to be covered as
insureds as respects: liability arising out of activities performed by or on behalf of
Tyler; products and completed operations of Tyler; premises owned, occupied or
used by Tyler; or automobiles owned, leased, hired or borrowed by Tyler. The
coverage shall contain no special limitations on the scope of protection afforded to
Client, its officers, officials, employees, agents or volunteers.
2. For any claims related to this project, Tyler's insurance coverage shall be primary
insurance as respects Client, its officers, officials, employees, agents and
volunteers, as an additional insured. Any insurance or self-insurance maintained by
Client, its officers, officials, employees, agents or volunteers shall be excess of
Tyler's insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to Client, its officers,
officials, employees, agents or volunteers.
4. Tyler's insurance shall apply separately to each insured against whom claim is
made or suit is brought except, with respect to the limits of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be canceled by either party except after thirty (30) days' prior
written notice has been given to Client.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A: VII.
F. Verification of Coverage
Tyler shall furnish Client with original endorsements effecting coverage required by this
clause. The endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf All endorsements are to be received and approved by Client
before work commences. As an alternative to Client's forms, Tyler's insurer may
provide complete, certified copies of all required endorsements effecting the coverage
required by Client.
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 California Public Records Act requests, only to the extent disclosure is based on
the good faith written opinion of the receiving party's legal counsel that disclosure is required by
law: provided, however, that that receiving party shall give prompt notice of the service of
process or other documentation that underlies such requirement and use its best efforts to assist
the disclosing party if the disclosing party wishes to obtain a protective order or otherwise protect
the confidentiality of such confidential information. The disclosing party reserves the right to
obtain protective order or otherwise protect the confidentiality of its confidential information.
19. Nondiscrimination. Tyler shall not discriminate against any person employed or applying
for employment concerning the performance of Tyler's responsibilities under this Agreement.
This discrimination prohibition shall apply to all matters of initial employment, tenure, and terms
of employment, or otherwise with respect to any matter directly or indirectly relating to
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. shipping point.
23. Payment Terms.
a) Client will pay $76,600 upon execution of this Agreement that equals 25% of the Application
Software License Fees.
b) Client will pay $242,434 upon delivery of the software products that equals 50% of the
Application Software License Fees ($153,200) and 100% of the Third Party Product Fees
($89,234).
c) Client will pay $76,600 that equals 25% of the Application Software License Fees upon
verification of the Tyler Software Products in accordance with Article 3 of Section A. Unless the
Tyler Software Products fail verification, this period shall not exceed ninety (90) days after
delivery.
d) Prices do not include travel expenses, subject to Article 2(e) of Section B.
e) Training & Installation, Data Conversion, Project Management, and Other Professional
Services, plus expenses, are billed, if provided/incurred, on a weekly basis, and are due and
payable thirty (30) days after receipt of invoice.
f) The Year 1 Maintenance Fees of $99,417 are due on the first day of training. Tyler will
invoice Client such fees prorated through December 31, 2007.
IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this
Agreement.
Tyler Technologies, Inc. City of Petaluma
By: By:
Name: Name:
Title: Title:
Date: Date:
12
Exhibit 1 — Investment Summary
13
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Exhibit 2 — Verification Test
The Verification Test will be conducted after the Tyler Software Products are installed and before
they are implemented. The Verification Test is performed using the Tyler sample database. Such
database contains general information applicable to all Tyler clients. As such, the Verification
Test will not demonstrate Client -specific functionally. Rather, the Verification Test will confirm
that the Tyler Software Products are installed and performing baseline functions.
Client:
Contact:
Date:
Financial Products
1. View general ledger accounts form (Initial)
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
S. View accounts receivable customers form
Customer Information System Products
1. View fee schedule with rate tables (Initial)
2. View utility billing account form
3. View utility billing customer form
4. View parcels form
5. View license form
6. View permits form
Personnel Products
1. View employee form (Initial)
2. View position form
3. View deduction codes
4. View pay type codes
5. View shift calendars
14
Airfare
Exhibit 3 — Business Travel Policy
All airfare will be booked Economy Class, with best efforts to make reservations 2 — 4
weeks in advance for best pricing. All air tickets will be booked "non refundable" to
minimize ticket costs. If change fees or other additional charges are incurred as a result
of Client rescheduling, cancellations, or other factors that impact the planned dates for a
trip, the Client will be billed for those charges.
Aimort Parkine
Client is billed for the cost of on -airport long term parking costs incurred while staff is
traveling to client site.
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.
Aimort Shuttle
If Tyler employee uses the service of an airport shuttle, this amount will not exceed the
standard rate for airport parking (as noted above) plus mileage to and from the airport.
Car Rental
Tyler has negotiated rates with national automobile rental companies to minimize car
rental fees. Actual cost of car rental, taxes, refueling costs etc. will be billed to the
Client.
Hotel/Motel
Tyler employees will stay at medium -class hotels/motels (less than 4 stars) when
available. 4 or 5 Star hotels/motels may be selected if, during promotional times, prices
can be negotiated at rates similar to 3 star facilities.
Meals
Federal daily per diem rate for Client location will apply. Per diem will include travel
time to and from the Client location.
Miscellaneous
All direct expenses not included above will be billed to the Client. This includes but is
not limited to such items as internet connectivity (if not included free in the cost of hotel)
and any other incidentals such as copies, supplies, road tolls, local parking fees, etc.
directly related to time spent on site.
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Exhibit 4 — Data Conversion Process
............ ...............
Conversion Assistance
Tyler will generally convert relevant and useful data from a client's legacy system as a part of the
conversion/installation process. The Investment Summary contains an estimated cost for the
project. This estimate is based on Tyler's experience in performing similar successful data
conversions over the past twenty years. Client will be billed for actual conversion services
provided by Tyler.
Tyler has developed the following proven strategy for converting data from legacy systems into
Tyler's database structure.
• A project coordinator is assigned to Client once the Agreement is executed.
• The project coordinator works with Client to schedule consultation meetings (or site visits if
necessary) in accordance with the data conversions for each module.
• Tyler provides detailed conversion data specification documents to Client's technical staff.
• Tyler's conversion specialists consult with Client's technical staff and provide file
specifications to enable Client's technical staff to prepare and provide the conversion data in
the necessary format, If requested by Client, Tyler will determine if Tyler can gather the data
itself and assist in converting it into Tyler's data specifications (referred to as a start -to -finish
conversion for an additional fee). Otherwise, Tyler's standard conversion method requires
Client to provide Tyler with the extract of the required data in accordance with Tyler's data
specifications and in the technical format specified below. Data must be "in balance" in
order to proceed with the conversion process.
Client provides Tyler with the first instance of data on or before a scheduled date. Tyler
inspects and verifies the accuracy of the data. Data may require additional "clean-up" by
Tyler's technical staff or Tyler may require Client to provide Tyler with new data files. Once
the data is considered accurate, Tyler converts the data into Tyler's database schema. This is
typically done using conversion programs written and maintained by Tyler's technical staff.
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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 "set
up" of the Tyler Sofhvare Product, refinement of the conversion during system testing, and
then a final conversion for parallel processing and use of the Tyler Software Product in live
production.
• During the entire process, a Tyler conversion specialist is assigned to each Tyler Software
Product that is receiving converted data. This person will be responsible for working with
Client to analyze and convert data, support Tyler's Implementation Consultant while on-site,
and fix data problems using the available tools. Once Client uses the Tyler Software
Products in live production, Client is officially transitioned to Tyler's Technical Support
organization.
File Formats
There will typically be multiple conversion files for each module. Conversion import files may
be provided in one of the following formats: 1) ASCII pipe "I" delimited text file, 2) Non
Formatted Microsoft Excel Worksheet, or 3) Microsoft Access database.
The import files must adhere to the following characteristics:
• ASCII character content: The data must contain only printable ASCII characters. Control
characters, non -printable characters, or "packed" data fields are not allowed.
• One record per line or row: Each line or row constitutes a single record or row of data.
ASCII Pine Delimited Text File
Data may be provided as ASCII pipe delimited text files with variable length data separated by a
"l" ("pipe") character. Variable length records contain fields that are only as wide as the data
requires (there are no leading or trailing spaces between data in each field). Files should be
stored using the ".txt" file extension. Fields containing a Null value should have two adjacent
pipe delimiter characters "11" representing the start of the current field and the start of the next
field; it is not necessary to fill the field with spaces.
Microsoft Excel Worksheet:
Data may be provided as a Microsoft Excel Worksheet with one worksheet representing one
conversion file. All conversion files may be stored in one Microsoft Excel file as separate
worksheets in the same ".xls" file extension. Worksheets cannot contain macros or data links.
Each worksheet must adhere to the file specifications with the first row containing the header
column information and each subsequent row representing one record of data.
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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.
.......................... _...... _.._.... ....... _........_............_...._........... _....................... __..................... _.......................... _.... __..._................................
'Assourptions
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
• Purchase orders, outstanding invoices, security setups, requisition queues, requisitions, vendor ship -to, and
vendor bill -to addresses are not included in the standard general ledger/accounts payable/purchasing
conversion.
• The conversion estimate for accounts receivable includes conversion of accounts receivable customer
identifying information (customer number, name, addresses, and billing codes) and current accounts
receivable open items (customer number, account number, due date, amount owed). The accounts
receivable conversion does not include history.
• The conversion estimate for project/grant accounting includes conversion of the project strings, materials
history, labor history, and project balances. This conversion includes up to five fiscal years of project
accounting data.
• The conversion estimate for fixed assets includes conversion of fixed asset number and type, depreciation
information, distribution information, asset class information, and improvement information.
• The payroll/position control conversion estimate includes conversion of payroll data for one client. For the
payroll conversion, Tyler will convert employee and position information, grade and step tables, employee
benefit and deduction information, direct deposit accounts, employee leave balances, and the current year's
employee paycheck history. Previous year's payroll check history, job costing numbers, and job costing
history, are not included in the standard payroll/position control conversion.
• The special assessments conversion estimate includes assessment district information (assessment types,
ordinance numbers, and descriptions), assessment specific information (owners, assessed amounts, and
balances due), and transaction specific information (bills, receipts, and their associated amounts). Fee
structures are not included in the conversion.
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• 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.
19 27