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Resolution No. 098551 PA 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9855 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT NO. THREE TO AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND TYLER TECHNOLOGIES, INC. (EDEN DIVISION) WHEREAS, on May 24, 2006, the City Council of the City of Vernon adopted Resolution No. 9046 approving and authorizing the execution of an Agreement, as amended by Amendment No. One dated November 6, 2007 approved. by Resolution No. 9465, Change Order dated January 22, 2008 and Amendment No. Two dated February 19, 2008 (collectively, the "Agreement") with Tyler Technologies, Inc., Eden Division ("Tyler") for a financial software system for city-wide use which included financial, ;customer information, personnel and payroll modules of its Eden Software-InForum Gold with support and an option to purchase additional modules to expand the system at a later date ,("Financial Software System"); and WHEREAS, by memo dated December 8, 2008, the Director of Light & Power recommended the purchase of two additional modules, a GBA Work Master module and an Inventory Control module, to supplement the existing Financial Software System to better manage its costs and improve the timeliness and accuracy of its financial reporting; and WHEREAS, by memo dated January 27, 2009, the Director of Light & Power has recommended the renewal of the Finance Software System maintenance for 2009; and WHEREAS, the City and Tyler desire to amend the Agreement to renew the maintenance of the Finance Software System for the period (January 1, 2009 through December 31, 2009, at an approximate cost of 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Thirty -One Thousand Three Hundred Forty -Eight Dollars and Ninety -Eight Cents (31,348.98), under the same terms and conditions of the IlAgreement; and WHEREAS,,the City and Tyler desire to amend the Agreement to provide for the licensing, training, conversion, travel and maintenance fees for the GBA Work Master module and Inventory Control module which will expand the Financial Software System under the same terms and conditions of the Agreement at an approximate total cost of Seventy - Eight Thousand Nine Hundred Seventy -Five Dollars and No Cents ($78,975.00); and WHEREAS, the City Council of the Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the best interest and necessity to enter into an Amendment to the Agreement with Tyler. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE: CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Amendment No. Three to Agreement with Tyler, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Amendment for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24. 25 26 27 28 SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed Amendment to: Christina Hendrickson Tyler Technologies, Eden Division 1100 Oakesdale Avenue SW Renton, WA 98057 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or her designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 9th day of February, 2009. ATTEST: NUELA GIR _ C t y Clerk Name: Leonis C. Malburg Title: Mayor / ^rtu Y.vr Dry -Tom - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9855, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, February 9, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) ANUELA GIR ty Clerk - 4 - EXHIBIT A AMENDMENT NO. THREE TO AGREEMENT This Amendment No. Three to Agreement (the "Amendment") executed this 9tn day of February, 2009, is entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, by and between the City of Vernon ("the City") and Tyler Technologies ("Tyler"). WHEREAS, the City and Tyler are parties to an Agreement dated August 17, 2006, as amended by Amendment No. One on November 6, 2007, a Change Order dated January 22, 2008, and Amendment No. Two on February 19,'2008, (collectively, the "Agreement") under which Tyler provides the City with a financial software system for city-wide use which includes financial, customer information, personnel and payroll modules of its Eden Software-InForum Gold with support and an option to purchase additional modules to expand the system at a later date; and WHEREAS, the City and Tyler desire to amend the Agreement to renew the maintenance agreement for the period January 1, 2009 through December 31, 2009, to amend Exhibit 1, Investment Summary, to reflect the 2009 maintenance fees and to purchase GNA Work Master and Inventory Control modules to expand the financial software system to supplement existing General Ledger and Project Accounting modules to better manage costs and improve the timeliness and accuracy of financial reporting; and WHEREAS, Section E, Item 11 of the Agreement provides for amendments and modifications to the Agreement. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. The term of the Maintenance Agreement as set forth in Section C, Item 2, is hereby renewed for an additional year, January 1, 2009 through December 31, 2009. 2. Exhibit 1, Investment Summary, of the Agreement is hereby amended to provide for: a. the 2009 maintenance fees for the City's financial software system at a cost not to exceed Thirty -One Thousand Three Hundred Forty -Nine Dollars and No Cents ($31,349.00), plus any applicable taxes. A copy of the 2009 Support Invoice is attached hereto and made a part hereof as Attachment A; b. the licensing, training, conversion, travel expenses, and software maintenance for a GBA Work Master module to be added to the City's financial software system at a cost of Forty -Four Thousand Four Hundred Ninety -Five Dollars and No Cents ($44,495.00), plus any applicable taxes. A copy of the September 8, 2008 proposal is attached hereto and made a part hereof as Attachment B; and C. the licensing, training, conversion, travel expenses, and software maintenance for an Inventory Control module to be added to the City's financial software system at a cost of Thirty -Four Thousand Four Hundred Eighty Dollars and No Cents ($34,480.00), plus any applicable taxes. A copy of the August 1, 2008 proposal is attached hereto and made a part hereof as Attachment C. 3. In all other respects, the terms and conditions of the Agreement shall be renewed in its entirety. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by and through their authorized officers on the date, month and year first written above. City of Vernon By: LEONIS C. MALBURG Mayor ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JErr A. HAKKINUN, laity Attorney Tyler Technologies, Inc. By: Name: Richard E. Peterson, Jr. Title: President -Large Financial Division By: Name: Michael J. Lyons Title: Chief Financial Officer - Large Financial Division 2 ATTACHMENT A EDEN Division SOLD TO City of Vernon 4305 Santa Fe Avenue VERNON,. CA 90058 USA Tyler Technologies, Inc Eden Systems Division P.O. Box 678168 Dallas, TX 75267-8168 Phone: 425-254-1400 Toll -free: 1-800-328-0310 Fax: 425-254-1402 I'M 171-1 MAP =Y • 00: SHIP TO City of Vernon 4305 Santa Fe Avenue VERNON, CA 90058 USA - - - - -- ---- ^•-•<�••• a �� +��nuay aaec secrcts, and the proprietary property of Tylar Technologies, Inc.. y unauthorized use, examination, modification, replication, recompilation, transfer, reverse- engineering, or disclosure is st i,,Iy prohibited. ATTACHMENT B Financial and Administrative Information Systems Proposal City of Vernon Andrei Yermakov Consultant 4305 Santa Fe Ave Vernon, CA Phone: 310 808 4609 FAX: 909 3382762 ayermakov@gursey.com Prepared By: Tyler Technologies I EDEN Division Christina Hendrickson christina.hendrickson@tylertech.com Phone: 800-328-0310 September 8, 2008 1100 Oakesdale Avenue SW Customer Name: City of Vernon Renton, WA 98057 Contact: Andrei Yermakov christina.hendrickson@tylertech.com Date: September 8, 2008 i s...: - ; :, <' - .i `,, '- ::- :•, 800-328.0310 Salesperson: Christina Hendrickson Summary Investment License Fees 23,600 Software Maintenance 5,720 Training and Conversion 12,075 Premier Project Management 0 Estimated Travel Expenses 3,100 Estimated Tax 0 Total Purchase Price 38,775 For existing EDEN Clients, the fees are billed as follows: 100% of Application Software License Fees upon delivery of the software products 100%of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training) 100% of the Third Party Product License Fees/Purchase Price upon delivery of the third party products 100% of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products Services and associated expenses as provided/incurred. Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract. Total Annual Fees 5,720 Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 32"310; eden.salesQtylerlech.com *** Customer Price Quotation - Standard Implementation *** Customer Name: City of Vernon y I e rConcurrent Users: 4 Workmaster seats Date: September 8 2008 EDE..N( - GBA Integration software $ 15,000.00 -$5 000 $ 10,000.00 $ 10,000.00 YsR�f� �, Y3'•�43,ji 3�''4 l!3 n y�S }''i.�YiV sib'' �'a ci F T ''J* f{TT, 4 x.Y ",51.5 /ywu �u k; "# t r ae � ✓, ,�ti ,. 7, .. . _�; � , � �4Yfn. �„� 3 -: i f I ,y.,- GBAProduct $ 13,600.00 $ 13,600.00 $ 13,600,00 GBA Training $ 10-500..00 $ 10 500.00 GBA Expenses $ 3,100.00 $ 3,100.00 GBA Services $ 1,575.00 $ 1,575.00 SubTotal $28,600.00,aLffif $ 23,600.00 $ 12,075.00 11 $ 3,100.00 $ 38.775.00 Grand Total :;,, , M$ 23.600.00 $ 12,075,00 $ 3,100.00 $ 38,775.00 Eden Standard Support • All Products Third Party Direct Support $ 5,720.00 F Crystal Software Assurance $ Disaster Recovery Services (DRS) $ r y- Escrow Service for Source Code $ Support Plus $�z-, OSIDBA (0 s System and DataBase Support) $ All prices except for those marked as 'Estimated' are good for 120 days from the above date. "Estimated' quotes are subject to Immediate change without notice. Tyler offers software support on items under the 'Eden' categories. Software support begins upon onset of training of the software module. Support and maintenance on all other items is offered directly by the supplier or manufacturer. All client computers must meet the minimum client hardware and software requirements defined by Tyler. Sales taxes estimated above will be charged to Washington customers per the purchasing agreement. Estimated costs of Travel and Expenses includes estimated charges for travel to and from the customer site. Tyler Technologies; Me Oakesdaie Ave SW; Renton, WA 98057; (800) 32"310; eden.sates@tylertech.com *** Estimated Training - Install - Conversion Days *** Customer Name: City of Vernon Concurrent Users: 4 Workmaster seats Date: September 8 2008 Mwr1Pi f34qv�A pit( z' �^ y{ as $ e.�°�g` }•r p''�* � YY� "3 - �L 4' V♦i� I �Y I c§ 4 ?ar fc Fltr gd tf k ai cg ✓� -rC�V s`5/ f {}+R3 �pp""�''.y.y.yy'�'�� ,{<b +Ei,?j } J b p`{°�k�ry��' T} `f; �rS^y x'- ,: t a { •y' 1 -TWP &.'Yd`- 1 r'k % ks G VTT Too ).., ! 4 t ; i 6l- t�J•'» 344" Il..f3.i 4,k1' 11 xt �It f S#Y T s _U-.;.- Although quotes for services are provided here as our best estimate of what it will take to properly train your personnel in a 'train the trainer' selling, such quotations are not a guarantee that quoted services will match the skill and requirements of your staff and that additional services might not be needed. For all services quoted here Tyler Will deliver the number of days for the dollars quoted. All additional services beyond those shown in this quotation must first be authorized by the customer and will be provided by Eden Systems at its then going hourly rate. September 5, 2008 Christina Hendrickson Tyler Technology For City of Vernon, CA &MA SOFTWARE COST QIJOTATION (SQL Server or Oracle Database Platform) $4000 for the 1 Subtote Annual Support & Maint. Package (20% of license fee DISCOUNT (EDEN INTEGRATION SOFTWARE Total � s.. ,z `1 y i.gg'Ys 3 .z� Onsite Training - Kickoff Meeting 1 trip) * n f._ , `. $1 500 per day 2.0 $3 000 Onsite Training - Training and Follow -Up (2 trips, 1 for 2 days,, 1 for 3 days) $1 500 per day 5.0 $7 500 Subtotal of Training Fees' $10,500 Air Travel $ 450 per trip 3 $4, 350 Onsite Expenses $250 per day 7 $1, 750 Subtotal of Estimated Directs $3,100 License Fee Total $23,600 Annual Support/Maintenance Fee Total $5,720 Training $10,500 Estimated Directs $3,100 Services $1,575 Total Initial Cost $44,495 'Directs are estimated costs only and will be billed al actual: 'Does not Include date conversion. 25 people maximum limll to be trained at one time (add'I fees added for add'I persons trained) Work Master training requires additional days If training multiple departmerds. 2Work Master training requires at least 2 separate trips. 3Prcjecl Management Is a percentage of training and services costs to cover administration fees associated with project management and will fluctuate wflh changes in the services contracted for. 'Does not Include services or assistance with linking Map Server files to the gbaMS databases. Note: Recommended training days are estimates only. GBA Master Series will work with each prospective client Individually to determine actual training days necessary for their specific needs. irchase Terms (as applicable) Above quoted prices are good for sixty (60) days from dale of quole. Please address questions and concerns to: Above prices are standard license fees for Microsoft SOL Server or Oracle database platform. GBA Master Series, Inc. Above prices are In U.S, dollars. Taxes not included. c/o Allison Tuttle, P.E. GBA GIs Manager and GBA GIS Analyst for Desldop are licensed on a concurrent user basis. License fees do not lude ArcGIS by ESRI. 10561 Barkley, Suite 500 Invoice terms are net due upon recelpl. Finance charges at the maximum allowable rate will be Incurred 30 days from Overland Park, KS 66212 ,oleo date. Shipping and Handling Is Included. (800)492-2468 Products [hot are priced "per device" do not Include the cost of the device or arty further software that may be required Fax: (913) 341-3128 . Unless otherwise rated all programs are regislered Irademarks ofGBA Master Series Inc ATTACHMENT C Financial and Administrative Information Systems Proposal Prepared for City of Vernon Andrei Yermakov Consultant , 4305 Santa Fe Avenue Vernon,.CA Phone: 310 808 4609 FAX: 909 338 2762 ayermakov@gursey.com Prepared By: Tyler Technologies I EDEN Division Christina Hendrickson christina.hendrickson@tylertech.com Phone: 800-328-0310 August 1, 2008 kf 1100 Oakesdale Avenue SW Renton, WA OB057 Customer Name: Contact: City of Vernon Andrei Yermakov chrislina.hendrickson@tylertech.com Date: August1,2008 ' 800-328-0310 Salesperson: Christina Hendrickson Summary Investment Summary Investment Annual Maintenance Fees License Fees 20,900 Software Maintenance 4,180 Training and Conversion 7,200 Premier Project Management 0 Estimated Travel Expenses 2,200 Estimated Tax 0 Total Purchase Price 30,300 Total Annual Fees 4,180 For existing EDEN Clients, the fees are billed as follows: 100% of Application Software License Fees upon delivery of the software products 100%of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training) 100% of the Third Party Product License Fees/Purchase Price upon delivery of the third party products 100% of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products Services and associated expenses as provided/incurred. Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract. Tyler Technologies;1100 Oakesdale Ave SW; Renton, WA 88057; (800) 328-0310; eden.sales@tylerlech.com *** Customer Price Quotation - Standard Implementation *** I e rCustomer Name: City of Vernon y Concurrent Users: Site License T ti. C. 14 G . fi> Date: Au ust 1, 2008 4" lv 117,� 3 •3 i 3l i 3� � '2�F.y,� � �Y �,�� 5fre✓ �ON ��Y 3 , ��`'C��1"� „A dF 3 F, ' �>,. I��r ✓v Rfi'',� .f , Invento $ 20,900.00 ,,dui i. E $ 20,900.00 $ 7,200.00 $ 2,200.00 $ 30,300.00 SubTOtal $20,900.00 , O , $ 20,900.00 $ 7,200.Do $ 2,200.00 Is 30,300.00 Grand Total I ME=� $ 4,180.00 $ 20.900.00 1 $ 7,200.00 $ 2,200.00 $ 30.300.00 Eden Standard Support -AII Products ' y Third Party Direct Support Crystal Software Assurance $ z f Disaster Recovery Services (DRS) $ r, Escrow Service for Source Code $ Support Plus $ OS/DBA (Cps Sstem and DataBaseSu ort $ yc ��•,�� a All prices except for those marked as'Estimated' are good for 120 days from the above dale. "Estimated' quotes are subject to immediate change without notice. Tyler offers software support on Items under [he 'Eden' categories. Software support begins upon onset of training of the software module. Support and maintenance on all other Items is offered directly by the supplier or manufacturer. All client computers must meet the minimum client hardware and software requirements defined by Tyler. Sales taxes estimated above will be charged to Washington customers per the purchasing agreement . Estimated costs of Travel and Expenses includes estimated charges for travel to and from the customer site. Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 08057; (800) 328-0310; aden.sales@tylartech.com *** Estimated Training - Install - Conversion Days *** Customer Name: City of Vernon Concurrent Users: Site License }' +� l• S +.`- ` Date: Au ust 1, 2008 Installation, Other On Site Training, Off- Data Conv Consulting Total Services Product Description Trips site prep days Days Days Days ,.,..,,_.1�F.�� ,.fly ..-x'; s« ,� ��f= �h -�.� �� z'm x �.. t,. Z� Inventor 2.0 6.0 ,,u M g 0 Total 2.011 6.0 Although quotes for services are provided here as our best estimate of what it will lake to properly train your personnel In a'train the trainer setting, such quotations are not a guarantee that quoted services will match the skill and requirements of your staff and that additional services might not be needed. For all services quoted here Tyler will deliver the number of days for the dollars quoted. All additional services beyond those shown In this quotation must first be authorized by the customer and will be provided by Eden Systems at its then going hourly rate. r _.._ 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 25, 2009 VIA FEDERAL EXPRESS Robert Kennedy- Jensen Contracts Specialist Tyler Technologies Inc. 370 U.S. Route 1 Falmouth, Maine 04105 Re: Amendment No. Three to "Tyler" Agreement Dear Mr. Kennedy -Jensen: Enclosed is a fully executed original amendment as referenced above, which was approved by Resolution No. 9855 on February 9, 2009. If you have any questions, please contact me. Very truly yours, A K Nelly G' on City Clerk NG:km Enclosures CC: Resolution No. 9855 Agreement File Judy Lehr w/attachment ExAsivefy Industfiaf AMENDMENT NO. THREE TO AGREEMENT This Amendment No. Three to Agreement (the "Amendment") executed this 9`h day of February, 2609, is entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, by and between the City of Vernon ("the City") and Tyler Technologies ("Tyler"). WHEREAS, the City and Tyler are parties to an Agreement dated August 17, 2006, as amended by Amendment No. One on November 6, 2007, a Change Order dated January 22, 2008, and Amendment No. Two on February 19, 2008, (collectively, the "Agreement") under which Tyler provides the City with a financial software system for city-wide use which includes financial, customer information, personnel and payroll modules of its Eden Software-InForum Gold with support and an option to purchase additional modules to expand the system at a later date; and WHEREAS, the City and Tyler desire to amend the Agreement to renew the maintenance agreement for the period January 1, 2009 through December 31, 2009, to amend Exhibit 1, Investment Summary, to reflect the 2009 maintenance fees and to purchase GBA Work Master and Inventory Control modules to expand the financial software system to supplement existing General Ledger and Project Accounting modules to better manage costs and improve the timeliness and accuracy of financial reporting; and WHEREAS, Section E, Item 11 of the Agreement provides for amendments and modifications to the Agreement. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. The term of the Maintenance Agreement as set forth in Section C, Item 2, is hereby renewed for an additional year, January 1, 2009 through December 31, 2009. 2. Exhibit 1, Investment Summary, of the Agreement is hereby amended to provide for: a. the 2009 maintenance fees for the City's financial software system at a cost of Thirty -One Thousand Three Hundred Forty -Nine Dollars and No Cents ($31,349.00), plus any applicable taxes. A copy of the 2009 Support Invoice is attached hereto and made a part hereof as Attachment A; b. the licensing, training, conversion, travel expenses, and software maintenance for a GBA Work Master module to be added to the City's financial software system at a cost of Forty -Four Thousand Four Hundred Ninety -Five Dollars and No Cents ($44,495.00), plus any applicable taxes. A copy of the September 8, 2008 proposal is attached hereto and made a part hereof as Attachment B; and C. the licensing, training, conversion, travel expenses, and software maintenance for an Inventory Control module to be added to the City's financial software system at a cost of Thirty -Four Thousand Four Hundred Eighty Dollars and No Cents ($34,480.00), plus any applicable taxes. A copy of the August 1, 2008 proposal is attached hereto and made a part hereof as Attachment C. 3. In all other respects, the terms and conditions of the Agreement shall be renewed in its entirety. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by and through their authorized_ officers on the date, month and year first written above. City of Vernon L ONIS C. MAL&JRG Mayor ATTEST: ANUELA GIRO , C'ty Clerk APPROVED O FORM: 1 r JEFUfrARVSON, City Attorney Tyler T c ologies, Inc. By: Name: Richard E. Peterson, Jr. Title: President- Financial Management Solutions Division By: Name: Stacey Gerard Title: Assistant Secretary 2 ATTACHMENT A, t . Y1 lEDEN Division SOLD TO City of Vernon 4305 Santa Fe Avenue VERNON, CA 90058 USA Tyler Technologies, Inc Eden Systems Division P.O. Box 678168 Dallas, TX 75267-8168 Phone: 425-254.1400 Toll -free: 1-800-328.0310 Fax: 425.254-1402 SHIP TO City of Vernon 4305 Santa Fe Avenue VERNON, CA 90058 USA nny unaurnonzeg use, examination, modification, replication,. recompilation, transfer, reverse engineering, -- disclosure is shictly Prohibitedsacretsana the proprietary property of Tyler Technologies, inc.. ATTACHMENT B Financial and Administrative Information Systems Proposal City of Vernon Andrei Yermakov Consultant 4305 Santa Fe Ave Vernon, CA Phone: 310 808 4609 FAX: 909 338 2762 ayermakov@gursey.com Prepared By: Tyler Technologies I EDEN Division Christina Hendrickson christina.hendrickson@tylertech.com Phone: 800-328-0310 September 8, 2008 1100 Oakesdale Avenue SW Customer Name: City of Vernon Renton, WA 98057 Contact: Andrei Yermakov christina.hendrickson@tylertech.com Date: September 8, 2008 800-328-0310 Salesperson: Christina Hendrickson Summary Investment License Fees 23,600 Software Maintenance 5,720 Training and Conversion Premier Project Management Estimated Travel Expenses Estimated Tax Total Purchase Price 12,075 0 3,100 0 38,775 For existing EDEN Clients, the fees are billed as follows: 100% of Application Software License Fees upon delivery of the software products 100%of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training) 100% of the Third Party Product License Fees/Purchase Price upon delivery of the third party products 100% of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products Services and associated expenses as providedlincurred. Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract. Total Annual Fees 5,720 Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 328.0310; eden.sales@tylertech.com "** Customer Price Quotation - Standard Implementation *** rer Customer Name: City of Vernon Concurrent Users: 4 Workmaster seats Date: September 8 200B ( �� •i r f's'y�'�, �F..�'�µkg f _ �,"i �i } � , d , � _`�� : Jj �v` B �$'S �'. � . " �j :r �Y . T e. .✓' 1 d „�� fr FM3�f Ib F�u'S'h Sx` • w x �n .0-t „` EDEN - GBA integration software $ 15,000.00 -$5 000 $ 10,000.00 $ 10 000.00 �"" f iJ1' {fit d h✓=i Y;y,' f 2° t, (,rx�rru x kiaur rc;� IN GBA Product $ 13,600.00 $ 13,600.00 $ 13,600.00 GBA Training $ 10 500 00 $ 10 500 00 GBA Expenses $ 3,100.00 $ 310000 GBA Services $ 1,575.00 $ 1,575.00 SubTotal $26.600.00 ' , $ 23,600,0011$ 12,075.00 1 $ 3,100.00 $ 3B,775.00 Grand Total + $ 23.600.00 $ 12,075.00 $ 3.100.00 $ 38 775.00 Eden Standard Su ort -All Products Third Party Direct Support $ 5.720.00 Crystal Software Assurance $ Disaster Recovery Services (DRS) $ Escrow Service for Source Code $ Support Plus $° OS/DBA (0 s System and DataBase Su ort All prices except for those marked as 'Eslimated' are good for 120 days from the above dale. "Estimated' quotes are subject to immediate change without notice. Tyler offers software support on items under the 'Eden' categories. Software support begins upon onset of training of the software module. Support and maintenance on all other items is offered directly by the supplier or manufacturer. All client computers must meet the minimum client hardware and software requirements defined by Tyler. Sales taxes estimated above will be charged to Washington customers per the purchasing agreement. Estimated costs of Travel and Expenses includes estimated charges for travel to and from the customer site. Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 32"310; eden.sates@tylertech.com *"* Estimated Training - Install - Conversion Days *** Customer Name: City of Vernon ItylerConcurrent Users: 4 Workmaster seats 0.- b'b ± ;C. b Date: September 8 2008 C e �tl % lQ. Sa Lb2jr 'k 4 � € f 1 �frY rt t 3. s $ S pl 43? 3d 'aS,bff. � /{r` $�� i'� IS ,i a� :E`""w °w,ii x3 �i HE X;''_,32frE.-''uu".i Although quotes for services are provided here as our best estimate of what it will take to properly train your personnel in a 'train the trainer' setting, such quotations are not a guarantee that quoted services will match the skill and requirements of your staff and that additional services might not be needed. For all services quoted here Tyler will deliver the number of days for the dollars quoted. All additional services beyond those shown in this quotation must first be authorized by the customer and will be provided by Eden Systems at its then going hourlX rate. September 5, 2008 A,; gbaMS Christina Hendrickson Tyler Technology SOFTWARE COST QUOTATION For City of Vernon, CA (SQL Server oi, Oracle Database Platform) GBA Work Master $4000 for the 1st ($3200 ea. Add'p 1 4 1 $13,60d Subtotal Annual Support & Maint. Package (20% of license fee) DISCOUNT (EDEN INTEGRATION SOFTWARE) Total Onsite Training - KickoffMeeting 1 trip) $1 500 per day 2.0 $3 000 Onsite Training - Training and Follow -Up (2 trips, 1 for 2 days, 1 for 3 days) $1 500 per day 5.0 $7 500 Subtotal of Training Fees' $10,500 .r , <.; Air Travel $450 per trip 3 $:1, 350 Onsite Expenses $250 per day 7 $1, 750 Subtotal of Estimated Directs $3,100 License Fee Total $23,600 Annual Support/Maintenance Fee Total $5,720 Training $10,500 Estimated Directs $3,100 Services $1,575 Total Intlal Cost $44,495 'Directs are estimated costs only and will be billed at actual. - 'Does not Include date conversion. 26 people maximum limit to be trained at one lime (add'I fees added for add'I persons trained) Work Master training requires additional days If tralning multiple departments. 2Work Master training requires at least 2 separate trips. 3Projecl Management Is a percentage of training and services costs to cover administration fees associated with project management and will fluctuate wilb changes in the services contracted for. 'Does not Include services or assistance with linking Map Server files to the gbaMS databases. Note: Recommended training days are estimates only. GBA Master Series will work with each prospective client individually to determine actual training days necessary for their specific needs. irchase Terms (as applicable) Above quoted prices are good for sixty (60) days from date of quote. Please address questions and concerns tc Above prices are standard license fees for Microsoft SQL Server or Oracle database platform. GBA Master Series, Inr Above prices are In U.S. dollars. Taxes not included. c/o Allison Tuttle, PJ GBA GIs Manager and GBA GIs Analyst for Desldop are licensed on a concurrent user basis. License fees do not 10561 Barkley, Suite 50 ;rude ArcGIS by ESRI. Overland Park, KS 6621 Invoice terms are net due upon recelpl. Finance charges at the maximum allowable rate will be Incurred 30 days from iolce date. Shipping and Handling Is Included. (600)192-24E Products that are priced "per device' do not Include the cost of the device or anyfuriher software that may be required Fax: (913) 341-31 i Unless otherwise noted all programs are regislered lrademerks ofGBA Masler Series me ATTACHMENT C Financial and Administrative Information Systems Proposal Prepared for City of Vernon Andrei Yermakov Consultant 4305 Santa Fe Avenue Vernon, CA Phone: 310 808 4609 FAX: 909 338 2762 ayermakov@gursey.com Prepared By: Tyler Technologies I EDEN Division Christina Hendrickson christina.hendrickson@tylertech.com Phone: 800-328-0310 August 1, 2008 tylerRenton, 1100 Oakesdale Avenue SW WA 98057 Customer Name: Contact: City of Vernon Andrei Yermakov chrisline.hendrickson@tylertech.com Date: August 1, 2008 800-328-0310 Salesperson: Christina Hendrickson Summary Investment Summary investment Annual Maintenance Fees License Fees 20,900 Software Maintenance 4,180 Training and Conversion 7,200 Premier Project Management 0 Estimated Travel Expenses 2,200 Estimated Tax Total Purchase Price 30,300 Total Annual Fees 4,180 For existing EDEN Clients, the fees are billed as follows: 100% of Application Software License Fees upon delivery of the software products 100%of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training) 100% of the Third Party Product License Fees/Purchase Price upon delivery of the third party products 100% of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products Services and associated expenses as provided/incurred. Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract. Tyler Technologies;1100 Oakesdale Ave SW; Renton, WA 98057; (800) 32M310; eden.sales@tylertech.com *** Customer Price Quotation - Standard Implementation *** Customer Name: City of Vernon tyleConcurrent Users: Site License I is ; ,• t.: i.. E' G '; r. ' Date: August 1, 2008 invento $ 20.900.00 $} 20,900.00 $ 7,200.00 $ 2,200.00 $ 30,3o0.DD Sub Total 1 $ 2200.00 JK 30306.00 Grand Total . ' fiaa :% $ 20,900.00 $ 2,200.001 $ 30,300.00 Eden Standard Support -All Products 4,180.0011 Third Party Direct Support $ Crystal Software Assurance $ Disaster Recovery services (DRS) $ '" s Escrow Service for Source Code $ Support Plus $ OS/DBA O s System and DataBase Support) $ All prices except for those marked es'Estimated' are good for 120 days from the above date. "Estimated' quotes are subject to immediate change without notice. Tyler offers software support on items under the 'Eden' categories. Software support begins upon onset of training of the software module. Support and maintenance on all other items is offered directly by the supplier or manufacturer. All client computers must meet the minimum.ciient hardware and software requirements defined by Tyler. Sales taxes estimated above will be charged to Washington customers per the purchasing agreement . Estimated costs of Travel and Expenses includes estimated charges for travel to and from the customer site. Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 328A310; eden.sales@tylerlech.com *** Estimated Training - Install - Conversion Days vur I e r**` Customer Name: City of Vernon Concurrent Users: Site License „•i-t f�, ;�? ;�- - Date: Au ust 1, 2008 Installation, Other On Site Training, Off- Data Conv Consulting Total Services Product Description Trips site prep days Days Days Days � OMY �ygqqq�...,�� dk �- > AN �'SY �.: -�,.� � W� d'- . � ..,, „ .. ,�� ,PP ,Inventory 6.0 6.0 Total 2.0 6.0 6.0 Although quotes for services are provided here as our best estimate of what It will lake to properly train your personnel in a'train the trainer' setting, such quotations are not a guarantee that quoted services will match the skill and requirements of your staff and that additional services might not be needed. For all services quoted here Tyler will deliver the number of days for the dollars quoted. All additional services beyond those shown in this quotation must first be authorized by the customer and will be provided by Eden Systems at its then going hourly rate. Ife(CERVE 0 . t y I e r Tyler Technologies, Inc. FEB 2 3 2009 --_- _ ---_ — --- TECHNOLOGIES 370 US Route One Falmouth, Maine 04105 Ph 7 77 459 tylertech.com TTIg February 20, 2009 (� Ms. Judy Lehr City Attorney Dept., City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Dear Judy, Enclosed, please find two (2) original signed copies of the proposed Amendment No. Three to the Agreement between Tyler Technologies, Inc. and the City of Vernon. Please have each signed in blue ink, retain one (1) copy for your records, and return the remaining copy in the enclosed envelope to my attention at: Tyler Technologies Inc. 370 U. S. Route 1 Falmouth, Maine 04105 Thank you for selecting Tyler Technologies Inc. to meet your software needs. Please do not hesitate to contact me at 1-800-772-2260, extension 4588, if you have any questions. Sincerely, PH Robert Kennedy -Jensen Contracts Specialist Enclosures a ao E ri OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 February 5, 2009 VIA FEDERAL EXPRESS Ms. Christina Hendrickson Tyler Technologies, Eden Division 1100 Oakesdale Avenue SW Renton, WA 98057 Re: Amendment No. Three Dear Christina: Enclosed please find two duplicate originals of the aforementioned Amendment, which need to be signed by the appropriate parties and returned to the City, to the attention of Judy Lehr, City Attorney Department, as soon as possible. Once the originals are executed by the City, one fully executed original will be returned to you for your files. Please refer to the enclosed "City of Vernon Signature Requirements for a Corporation for All City Agreements and Contracts" and comply with the requirements set forth therein. Sincerel vA arrison Ci At orney JH:em Enclosures cc: Ms. Nelly Giron, City Clerk (w/o encls.) (Resolution No. 9855) E.xc(usively Industrial APPROVED FEB 9 '09 CITY COUNCIL INTEROFFICE �{��MEMORANDUM '€sY,iNP Light & Power Department DATE: January 27, 2009 TO: Eric Fresch City Administrator FROM: Donal O'Callaghan Director of Light and Power p�,36, qv5 CI ADMIN. DISTRIBUTION I © a J U Dy SUBJECT: Tyler Technologies (EDEN) Maintenance Agreement Extension The Light & Power Department is recommending the purchase of additional support for one more year for all EDEN modules from Tyler Technologies to extend the existing EDEN support. The amendment would cover extending the time of performance for one additional year on an as -needed basis for a not -to -exceed $31,345. Tyler Technologies has submitted an Invoice (attached) in renewing the annual Maintenance Agreement with no changes in the terms of the Agreement. If you have any questions, feel free to contact me. DOC: rmt Attachments (2) c: Andrei Yermakov Project Control Document Control Yler EDEN Division SOLD TO City of Vernon 4305 Santa Fe Avenue VERNON, CA 90058 USA Tyler Technologies, Inc Eden Systems Division P.O. Box 678168 Dallas, TX 75267-8168 Phone: 425-254-1400 Toll -free 1-800-328-0310 Fax : 425-254-1402 SHIP TO City of Vemon 4305 Santa Fe Avenue VERNON, CA 90058 USA in 2009 SUPPORT INVOICE InForum Gold Financials Support InForum Gold Payroll Support Core Cashiering Support If you have questions regarding this invoice, please email us at Renton-AccountsReceivable@tylertech.com provided by Tyler Technoloeies to the.C.—comer inrlii.,..It— ...,,.,.e..,. -..a _._� I__..— SALE AMOUNT TAX AMOUNT 142734 IPage i of l ff t- 12/29/2008 $25,955.11 $1,123.72 $4,270.15 $31,348.98 $0.00 . „,,,o,, ,,o,,,, , 1— a„a me Proprietary Property of Tyler Technologies, Inc.. nation y unauthorized use, exami, modification, replication, recompilation, transfer, reverse engineering, or disclosure is strictly prohibited. AGREEMENT This agreement ("Agreement") is made this day of ��; LG S % , 2006 by and between Tyler Technologies, Inc. with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98055 ("Tyler") and the City of Vernon, California with offices at 4305 Santa Fe Avenue, Vernon, California 90058 ("Client"). Section A - Software License Agreement 1. License Grant. a) Upon Client's payment in full of the Application Software License Fees set forth in the Investment Summary, Tyler shall grant to Client and Client shall accept from Tyler a non- exclusive, nontransferable, non -assignable, perpetual license to use the Tyler software products and related interfaces (collectively, the "Tyler Software Products") and Tyler user manuals, for internal business purposes of Client, subject to the terms and conditions of this Agreement. b) Tyler shall retain ownership of the :Tyler Software Products and user manuals. c) The Tyler Software Products are not licensed to perform functions or processing for subdivisions or entities that were not disclosed to Tyler prior to the effective date of this Agreement. d) The right to transfer the Tyler Software Products to a replacement hardware system is included in this Agreement. Client shall pay Tyler for the cost of new media or any required technical assistance to accommodate the transfer. Client shall provide advance written notice to Tyler of any. such transfer. e) Client acknowledges and agrees that the Tyler Software Products and user manuals are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall use best efforts to keep the Tyler Software Products and user manuals confidential and to prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or user manuals by any party. f) The Tyler Software Products may not be modified. Client shall not perform decompilation, disassembly, translation or other reverse engineering on the Tyler Software Products. If Client modifies the Tyler Software Products, Tyler's obligations to provide maintenance services on and warranty the Tyler Software Products shall be void. g) Client may make copies of the Tyler Software Products for archive purposes only. Client will repeat any and all proprietary notices on any copy of the Tyler Software Products. Client may make copies of the Tyler user manuals for internal use only. 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 the Investment Summary 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 E: a) Within sixty (60) days after the Tyler Software Products have been installed on Client's hardware, Tyler will verify the Tyler Software Products by demonstrating to Client that the Tyler Software Products perform all of the functions set forth in Exhibit 2 - Verification Test, which demonstration shall constitute verification that the Tyler Software Products substantially conform to the then -current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client; or b) Within sixty (60) days after the Tyler Software Products have been installed on Client's hardware, Client may use its own process to verify that the Tyler Software Products perform all of the functions set forth in Exhibit 2 - Verification Test, which shall constitute verification that the Tyler Software Products substantially conform to the then -current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client. c) Verification as described herein shall be final and conclusive except for latent defect, fraud, and a gross mistake that amounts to fraud. In the event verification is not final and conclusive, pursuant to this paragraph, Tyler shall correct the cause thereof. In the event Tyler cannot correct the cause thereof, Client may invoke its rights under Article 4 of Section A. d) Tyler shall promptly correct any functions of the Tyler Software Products that failed verification. 4. Limited Warranty. For as long as a current Maintenance Agreement is in place, Tyler warrants that the Tyler Software Products will substantially conform to the then -current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client, if applicable. In the event of conflict between the afore -mentioned documents, the then -current Tyler user manuals shall control. If the Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the defect. Should Tyler be unable to cure the defect or provide a replacement product, Client shall be entitled to a refund of the Application Software License Pee 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; or (vi) Client's willful infringement. hi 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 the 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 the Investment Summary at Client's election. 2. Professional Services Fees. a) All Training & Installation and Data Conversion services shall be invoiced in hourly increments. 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 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 the 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 ($S) are not available. 3. Additional Services. Services utilized in excess of those set forth in the Investment Summary and additional related services not set forth in the 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 the 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 custornization 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 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 the 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 the 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 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 the 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 the Investment Summary, the Tyler Software Product installation fee includes installation of the Third Party Products. Upon completion of installation, Client shall obtain from Tyler a certification of completion, or similar document, which shall constitute Client's acceptance of the Third Party Products. Such acceptance shall be final and conclusive except for latent defect, fraud, and a gross mistake as amount to fraud. 5. Site Requirements. Client shall provide a suitable environment, location and space for the installation and operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products; and installation of all required cables. 6. Warranties. a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party Products. b) Tyler warrants that each Third Party Product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under this Third Party Product Agreement, Client's title or license to each Third Party Product shall be free and clear of all liens and encumbrances arising through Tyler. c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As such, Tyler does not warrant or guarantee the condition or operating characteristics of the Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments that Tyler may receive from the Developer or supplier of the Third Party Products. 7. Maintenance. a) In the event Client elects not to purchase through. Tyler maintenance services on the Third Party Products, or such maintenance services are unavailable, it shall be the responsibility of Client to repair and maintain the Third Party Products and purchase enhancements as necessary after acceptance as set forth in Article 4 of Section D. b) In the event Client elects to purchase through Tyler maintenance services on the Third Party Products, Tyler will facilitate resolution of a defect in a Third Party Product with the Developer. c) In the event the Developer charges a fee for future Third Party Software Product release(s), Client shall be required to pay such fee. 8. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out 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 the 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 the Investment Summary do not include any tax or other governmental imposition including, without limitation, sales, use or excise tax. All applicable sales, use, and excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to Tyler on demand in the event demand is made on Tyler for the payment thereof. If tax-exempt, Client must provide Tyler with Client's tax exempt number or form. 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. a) Subject to the limitation of liability set forth herein, Tyler shall indemnify and hold harmless Client and its agents, officials and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising from Tyler's negligence or willful misconduct. Tyler shall not be liable to the degree or extent of damages, loss, or expense determined to be the fault of the Client. b) Subject to the limitation 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 DISCLAIMED BY TYLER. 6. Arbitration. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each .party will select an arbitrator. Those two arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 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 and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree to submit to the exclusive jurisdiction of, and venue in, the courts in the County of Los Angeles in any dispute arising out of or relating to this Agreement. 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 eicitly 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 to the fullest extent permitted by law. 11. Modification. This Agreement may only be modified by written amendment signed by authorized representatives of both parties. 12. Termination. a) Termination for Convenience. In the event of Client's termination of this Agreement for convenience, Client shall provide Tyler with thirty (30) days' advance written notice of Client's intent to terminate this Agreement. Client shall pay Tyler for products, services and expenses delivered or incurred prior to the date Tyler received Client's notice of termination. b) Termination for Cause. In the event of Tyler's failure to perform under this Agreement, Client shall immediately notify Tyler in writing of such failure and allow Tyler a thirty (30) day period in which to cure such failure. If, at the end of the cure period, Tyler has not cured such failure, Client will have the right to terminate this Agreement. Upon such termination, Client shall pay Tyler for all products, services, and expenses not in dispute which were delivered or incurred prior to the date Tyler received Client's notice of termination. Payment for products, services, and expenses in dispute will be determined in accordance with the dispute resolution process. 13. Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been approved by its governing body and is a binding obligation upon Client. 14. No Assignment. Client may not assign its rights and responsibilities under this Agreement without Tyler's prior written permission, not to be unreasonably withheld. 15. Notices. All notices or communications required or permitted as a part of this Agreement shall be in writing (unless another verifiable medium is expressly authorized) and shall be deemed delivered when: a) Actually received, b) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party, c) Upon receipt by sender of proof of email delivery, or d) If not actually received, ten (10) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the respective other party at the address set forth in this Agreement or such other address as the party may have designated by notice or Agreement amendment to the other party. Consequences to be borne due to failure to receive a notice due to improper notification by the intended receiving party of a new address will be borne by the intended receiving party. The addresses of the parties to this Agreement are as follows: Tyler Technologies, Inc. 370 U.S. Route 1 Falmouth, ME 04105 Attention: Contracts Department Client: City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: City Clerk 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 parry'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 and/or the Public Records Act, only to the extent disclosure is based on the good faith written opinion of the receiving parry'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, disabilitythat 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 $28,650 upon execution of this Agreement that equals 25% of the Application Software License Fees b) Client will pay $76,300 upon delivery of the software; products that equals: 50% of the Application Software License Fees ($57,300) 100% of the Third Party Hardware/System Software License Fees ($19,000) c) Clientwill pay $28,650 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 and Data Conversion services, plus expenses, are billed if and as provided/incurred and are due and payable thirty (30) days after receipt of invoice. 10 fl Travel expenses for airfare and lodging are subject to Client's prior approval. g) The Year 1 Maintenance Fees of $26,720 are due and payable upon the first day of training. IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this Agreement. Tyler Technologies, Inc, By: _ Name: Richard E. Peterson, Jr. Title: President — Large Financial Division Client: City of Vernon, California By��-% Name: Leonis C. Ma burg Title: Mayor Date: Au ust 3 006 Date: By: Name: Michael J. Lyons Title: Chief Financial Officer - Lame Financial Division Date: Aulzust 3 2006 ATTEST: By. Bruce . Malkenhorst, Jr., Actirrg City Clerk APPROVED TO FORM: Eric T. Fresch, City Attorney 11 ^! O O O O O , i 0000 O Q O O CD O O O O O O 0 ✓�i O O -i' 't O CD M m co y_ CC) M N N N r T r r Ef3 Ef3 60 h9 69 U9, Efi (f! 64 l tJ 0 0 0 0 0 0 0 0 O O O U) C n 0 O N 0 0 0 0 0 co 0 to O O N N O` O r t i r O O O LO O O CO CCU _ O O (O CD O O U') CV O O Ch u Lo Co r r M coC*i N N r a Cf} (f3 0% EA 64 - t!3 cfi Cf} NEi? H3 6R t (O 0000 O O 00U) LoO O N 0000 O to a 00NN0 O r OOOCA CDN=.00(OCo0 O (N ti 00 CC) Ch r UJ "cam r ' r Cfl fA EA H'3 - Ef3 fA Efl d9 � 4A d0 r- co co co It N N co 00 N CD CN Ln lfj O r O O Y' . _ 03 T O O O O O O O O O O O CD C 0 0 (0 U1 O m N N 0 1U) 0 co 0 lV . Gq 69 6% c C C O p CO OU c p m' E CM p c "rr .0 > p i fa O EU c'm 3 a o � p m ° a�°3 E �Uo 0 o c cam; (7 m n E� m a� FD M �z U m . p v, m e a� �° o c sue.. a '� m' ire C - o C C e L4 Cl (a Cp D U C iL a1 (a 7 'gam o m f6�O� E E �0 "� �U p oUU o�Q oQ OC[L E Off. E E c a> LL a O U 7 (a o ca a) p CU ?d C LLl N 00 .N a—U-< OcnF-F- �OUWcn9Um. F N T 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 8. 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 13 Exhibit 3 — Business Travel Policy Airfare All airfare will be booked Economy Class, with best efforts to make reservations 2 — 4 weeks in advance for best pricing. All air tickets will be booked "non refundable" to minimize ticket costs. If change fees or other additional charges are incurred as a result of Client rescheduling, cancellations, or other factors that impact the planned dates for a trip, the Client will be billed for those charges. Airport Parking Client is billed for the cost 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. 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. Hote]/M°tel Tyler employees will stay at medium-clas. s 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. 14 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. 15 Depending on the accuracy and conformance of the data provided by Client, Tyler may repeat the conversion process up to two times, in order to provide accurate and balanced data before Client uses the Tyler. Software Products in live production. On the more complicated Tyler Software Products, Tyler typically plan for an initial conversion to be aligned with the "set up" of the Tyler Software Product, refinement of the conversion during system testing, and then a final conversion for parallel processing and use of the Tyler Software Product in live production. During the entire process, a Tyler conversion specialist is assigned to each Tyler Software Product that is receiving converted data. This person will be responsible for working with Client to analyze and convert data, support Tyler's Implementation Consultant while on -site, and fix data problems using the available tools. Once Client uses the Tyler Software Products in live production, Client is officially transitioned to Tyler's Technical Support organization. File Formats There will typically be multiple conversion files for each module. Conversion import files may be provided in one of the following formats: 1) ASCU 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 Pipe Delimited Text File: Data may be provided as ASCII pipe delimited text files with variable length data separated by a 1" ("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 "As" 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. 16 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. Assumptions 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. 17 • 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. 18 �� crQe RMC INTEROFFICE Light & Power Department DATE: December 8, 2008 TO: Eric Fresch City Administrator FROM: Donal O'Callaghan Director of Light and Power SUBJECT: Purchase Approval to Eden Modules T- The Light & Power Department is recommending the purchase of two additional EDEN modules from Tyler Technologies to supplement the existing EDEN General Ledger and Project Accounting modules to better manage its costs and improve the timeliness and accuracy of its financial reporting. Attached are the two Financial and Administrative Information Systems Proposals for the GNA Work Master module and the other for the Inventory Control module. The following is the cost breakdown for each module: DOC:rmt Attachments (2) c: Project Control Document Control Financial and Administrative Information Systems Proposal City of Vernon Andrei Yermakov Consultant 4305 Santa Fe Ave Vernon, CA Phone: 310 808 4609 FAX: 909 338 2762 ayermakov@gursey.com Prepared By: Tyler Technologies I EDEN Division Christina Hendrickson christina.hendrickson@tylertech.com Phone: 800-328-0310 September 8; 2008 1100 Oakesdale Avenue SW Customer Name: City of Vernon Renton, WA 98057 Contact: Andrei Yermakov christina.hendrickson@tylertech.com Date: September 8, 2008 800-328-0310 Salesperson: Christina Hendrickson Summary Investment License Fees 23,600 Software Maintenance 5,720 Training and Conversion 12,075 Premier Project Management 0 Estimated Travel Expenses 3,100 Estimated Tax 0 Total Purchase Price 38,775 Total Annual Fees 5,720 For existing EDEN Clients, the fees are billed as follows: 100 % of Application Software License Fees upon delivery of the software products 100 % of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training) 100 % of the Third Parry Product License Fees/Purchase Price upon delivery of the third party products 100 % of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products Services and associated expenses as provided/incurred. Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract. Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 328.0310; eden.sales@tylertech.com *** Customer Price Quotation - Standard Implementation *** ' Customer Name: City of Vernon Concurrent Users: 4 Workmaster seats Date: September 8, 2008 -GBAintegration software $ 15,000.001 -$5,0001 $ 10,000.00 1 GBATraining $ 1Q500.00 $ 10,500.00 GBAExpenses $ 3,100.00 3,100.00 GBA Services $ 1,575.00 $ 1,575.00 Sub Total $2860000 $ 23,600.00 $ 12,075.00 $ 3,100.00 Is 38,775.00 Grand Total �� $ 23,600.001 38,77500 Eden Standard Su ort - All Products Third Party Direct Support $ 5,720.00 . .. Crystal Software Assurance $ Disaster Recovery .Services (DRS) $ Escrow Service for Source Code $,..,.. x ' Support Plus $ OS/DBA (Ops System and Data Base Support) $ .,>.?' __ . az%:»,..:. ..✓_.. - - 3 ,. - "`'-' =' All prices except for those marked as 'Estimated'are good for 120 days from the above date. "Estimated' quotes are subject to immediate change without notice. Tyler offers software support on items under the 'Eden' categories. Software support begins upon onset of training of the software module. Support and maintenance on all other items is offered directly by the supplier or manufacturer. All client computers must meet the minimum client hardware and software requirements defined by Tyler. Sales taxes estimated above will be charged to Washington customers per the purchasing agreement . Estimated costs of Travel and Expenses includes estimated charges for travel to and from the customer site. Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 328.0310; eden.sales@tylertech.com *** Estimated Training - Install - Conversion Days ** . Customer Name: City of Vernon '� Concurrent Users: 4 Workmaster seats _. .. ,, Date: September 8, 2008 Although quotes for services are provided here as our best estimate of what it will take to properly train your personnel in a 'train the trainer'.setting, such quotations are not a guarantee that quoted services will match the skill and requirements of your staff and that additional services might not be needed. For all services quoted here Tyler will deliver the number of days for the dollars quoted. All additional services beyond those shown in this quotation must first be authorized by the customer and will be provided by Eden Systems at its then going hourly rate. September 5, 2008 Christina Hendrickson Tyler Technology SOFTWAR1! COST QUOTATION For City of Vernon, CA (SQL Server or Oracle Database Platform) for the 1st ($3200 ea. Add'D 1 4 Financials $15,000 1 $15,000 Subtotal $28,600 Annual Support & Maint. Package (20% of license fee) $5,720 DISCOUNT (EDEN INTEGRATION SOFTWARE)-$5,000 Total' $29,320 Onsite Training -KickoffMeetin 1 trip) $1,500 p r day 2.0 $3,000 Onsite Training - Training and Follow -Up (2 trips, 1 for 2 days, 1 for 3 days) $1, 500 per day 5.0 $7, 500 Subtotal of Training Fees' $10,500 t ��rlrittGist Air Travel $450 per trip 3 $1,350 Onsite Expenses $250 per day 7 Subtotal of Estimated Directs $3,100 License Fee Total $23,600 Annual Support/Maintenance Fee Total $5,720 Training $10,500 Estimated Directs $3,100 Services $1,575 Total Intial Cost $44,495 'Directs are estimated costs only and will be billed at actual, Does not include data conversion. 25 people maximum limit to be trained at time (add'I fees added for add'I persons trained) Work Master training requires additional days if training multiple departments. 'Work Master training requires at least 2 separate trips. 3Project Management is a percentage of training and services costs to cover administration fees associated with project management and will fluctuate with changes in the services contracted for. 'Does not include services or assistance with linking Map Server files to the gbaMS databases. Note: Recommended training days are estimates only. GBA Master Series will work with each prospective client individually to determine actual training days necessary for their specific needs. irchase Terms (as applicable) Above quoted prices are good for sixty (60) days from date of quote. Please address questions and concerns to: Above prices are standard license fees for Microsoft SOL Server or Oracle database platform. GBA Master Series, Inc. Above prices are in U.S. dollars. Taxes not included. c/o Allison Tuttle, P.E. GBA GI S Manager and GBA GIS Analyst for Desldop are licensed on a concurrent user basis. License fees do not :lude ArcGIS by ESRI. 10561 Barkley, Suite 500 Invoice terms are net due upon receipt. Finance charges at the maximum allowable rate will be incurred 30 days from Overland Park, KS 66212 roice date. Shipping and Handling Is included. (800)492-2468 Products that are priced "per device" do not Include the cost of the device or anyfudher software that may be required Fax: (913) 341-3128 Unless othen-nse noted ail programs are rewslered trademarks of GBA Master Seces Inc Financial and Administrative Information Systems Proposal Prepared for City of Vernon Andrei Yermakov Consultant 4305 Santa Fe Avenue Vernon, CA Phone: 310 808 4609 FAX: 909 338 2762 ayermal<ov@gursey.com Prepared By: Tyler Technologies I EDEN Division Christina Hendrickson christina.hendrickson@tylertech.com Phone: 800-328-0310 August 1, 2008 POF e r h# 4 1100 Oakesdale Avenue SW Customer Name: City of Vernon Renton, WA 98057 Contact: Andrei Yermakov christina.hendrickson@tylerlech.com Date: August 1, 2008 800-328-0310 Salesperson: Christina Hendrickson Summary Investment Summary Investment Annual Maintenance Fees License Fees 20,900 Software Maintenance 4,180 Training and Conversion 7,200 Premier Project Management 0 Estimated Travel Expenses 2,200, Estimated Tax Total Purchase Price 30,300 Total Annual Fees 4,180 For existing EDEN Clients, the fees are billed as follows: 100 % of Application Software License Fees upon delivery of the software products 100 % of the Year 1 Application Software Maintenance Fees are billed upon Initiation (first day of training) 100 % of the Third Party Product License Fees/Purchase Price upon delivery of the third party products 100 % of the Year 1 Third Party Product Maintenance Fees upon delivery of the third party products Services and associated expenses as provided/incurred. Payment is due within 30 days of invoice receipt. Quote is subject to existing Contract. Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 328-0310; eden.sales@tylertech.com `r *** Customer Price Quotation - Standard Implementation *** Customer Name: City of Vernon t Y Concurrent Users: Site License Total 7 Tyler Technologies; 1100 Oakesdale Ave SW; Renton, WA 98057; (800) 328.0310; eden.sales@tylertech.com *** Estimated Training - Install - Conversion Days *** Customer Name: City of Vernon yy Concurrent Users: Site License Date: August 1,2008 Installation, Other On SiteF Training, Off- Data Conv Consulting Total Services Product Descriation ?rips site prep days Days Days Days 2.0 6.0 6.011 I Total It 2.0 II II 6.0 II - I - 1 6.01 Although quotes for services are provided here as our best estimate of what it will take to properly train your personnel in a'train the trainer' setting, such quotations are not a guarantee that quoted services will match the skill and requirements of your staff and that additional services might not be needed. For all services quoted here Tyler will deliver the number of days for the dollars quoted. All additional services beyond those shown in this quotation must first be authorized by the customer and will be provided by Eden Systems at its then going hourly rate. 1 2 3 4 5 6 7 8 9 10 11 IVA 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 10,018 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT (NO. FOUR) TO AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND TYLER TECHNOLOGIES, INC. (EDEN DIVISION) WHEREAS, on May 24, 2006, the City Council of the City of Vernon adopted Resolution No. 9046 approving and authorizing the execution of an Agreement, as amended by Amendment No. One dated November 6, 2007 approved by Resolution No. 9465, Change Order dated January 22, 2008, Amendment No. Two dated February 19, 2008 approved by Resolution No. 9557 and Amendment No. Three dated February 9, 2009 approved by Resolution No. 9855 (collectively, the "Agreement") with Tyler Technologies, Inc., Eden Division ("Tyler") for a financial software system for city-wide use which included financial, customer information, personnel, payroll and inventory control modules of its Eden Software-InForum Gold with support and an option to purchase additional modules to expand the system at a later date ("Financial Software System"); and WHEREAS, by memo dated June 22, 2009, the Director of Finance recommended the Agreement be modified to remove the requirement for a Customer Service Report to be signed upon completion of each day or series of days of services provided because the use of such,a Report is unnecessary for the needs of the City; and WHEREAS, the City and Tyler desire to amend the Agreement to delete the requirement for a Customer Service Report, under the same terms and conditions of the Agreement; and WHEREAS, the City Council of the Vernon has determined that, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the best interest and necessity to enter into an Amendment to the Agreement with Tyler. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE: CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Amendment to the Agreement (No. Four) with Tyler, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Amendment for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed (Amendment to: Christina Hendrickson Tyler Technologies, Eden Division 1100 Oakesdale Avenue SW Renton, WA 98057 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreement. /// - 2 - 1 2 3 4 5 6° 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 13th day of July, 2009. ATTEST: ANUELA GIR , C ty Clerk Name: Hilario Gonzales Title: Mayor - 3 - 1 STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 10,018, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting of the City Council duly held on Monday, July 13, 2009, and 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of 9 Vernon. 10 � 11 f14ANUELA GIRON,'City Clerk 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 - EXHIBIT A AMENDMENT (No. Four) This amendment ("Amendment') is made this T day of 2009 by and between Tyler Technologies, Inc., with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98057 ("Tyler") and the City of Vernon, with offices at 4305 Santa Fe Avenue, Vernon, California 90058 ("Client'). WHEREAS, Tyler and the Client are parties to an agreement dated August 17, 2006 ("Agreement'); and WHEREAS, Tyler and Client desire to amend the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. Section B —Company Agreement, Professional Services Agreement, Article 2(b) is hereby deleted in its entirety. 2. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 3. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below Tyler Technologies, Inc. By: Name: Title: Date: City of Vernon By: Name: Title: Date: ATTEST: By: Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney _r tit 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 August 4, 2009 Robert Kennedy -Jensen Contracts Specialist Tyler Technologies, Inc., Eden Division 370 U.S. Route One Falmouth, Maine 04105 Re: Financial Software Agreement — Amendment No. Four Dear Mr. Kennedy -Jensen: Transmitted herewith is a fully executed amendment as referenced above, approved by City Council on July 13, 2009, through Resolution No. 10,018. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583- 8811 ext. 834. Very truly yours, y 0 City Clerk NG:dj c: Donal O'Callaghan Rory Burnett Purchasing Department Resolution No. 10,018 Agreement File No. 09-025 Excfusivefy Industriaf AMENDMENT (No. Four) This amendment ("Amendment") is made this 112 day of _5ULJj 2009 by and between Tyler Technologies, Inc., with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98057 ("Tyler") and the City of Vernon, with offices at 4305 Santa Fe Avenue, Vernon, California 90058 ("Client"). WHEREAS, Tyler and the Client are parties to an agreement dated August 17, 2006 ("Agreement"); and WHEREAS, Tyler and Client desire to amend the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. Section B — Company Agreement, Professional Services Agreement, Article 2(b) is hereby deleted in its entirety. 2. This Amendment shall be governed by. and construed in accordance with the terms and conditions of the Agreement. 3. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. By:_, Z"Y,-7y 491 Name: r 5�e 10, Title: Date: Tom:7-0 , 71,w I City of Vernon By: Hilario onzales Name: Title: Mayor g Date:%l,�S'T ✓��C2%/ ATTEST r By: '1iti anuela Giron, City erk APPROVED AS 0 FORM: ()�v 1— Jef . H ison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 July 9, 2009 Christina Hendrickson Tyler Technologies 1100 Oakesdale Avenue SW Renton, WA 98057 Re: City of Vernon - Amendment No. 4 Dear Ms. Hendrickson: Enclosed are the two amendments referenced above, to be signed by your company representative. Once they have been signed, please return the original amendments to the undersigned. Upon approval by the City Council of the City of Vernon, an original fully executed amendment will be forwarded to you. If you have any questions regarding this matter, please contact me at (323) 583-8811 ext. 266. Very truly yours, Nelly Gi o City Clerk NG:dj ETcfusivei5 Industfiaf AMENDMENT (No. Four) This amendment ("Amendment") is made this T day of 2009 by and between Tyler Technologies, Inc., with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98057 ("Tyler") and the City of Vernon, with offices at 4305 Santa Fe Avenue, Vernon, California 90058 ("Client"). WHEREAS, Tyler and the Client are parties to an agreement dated August 17, 2006 ("Agreement"); and WHEREAS, Tyler and Client desire to amend the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. Section B — Company Agreement, Professional Services Agreement, Article 2(b) is hereby deleted in its entirety. 2. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 3. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. Name: City of Vernon Name: Title: Date: Date: ATTEST: By: Manuela Giron, City Clerk APP VED AS FORM: Jeff Ha son, City Attorney t y I e re Tyler Technologies, Inc.. TECHNOLOGIES 370 US Route One Falmouth, Maine 04105 Phone 800.772.2260 Fax 207.781.2459 tylertech.com July 22, 2009 Nelly Giron City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Dear Nelly, Enclosed, please find two (2) signed copies of Amendment No. 4, accompanying your letter of July 9, 2009. Thank you for selecting Tyler Technologies, Inc. to meet your software needs. Please do not hesitate to contact me at 1-800-772-2260, extension 4588, if you have any questions. Sincerely, Robert Kennedy -Jensen Contracts Specialist Enclosures STAFF REPORT Finance Department APPROVED JUL 13 '09 0IMQ0 NOIL -Act) 69 DATE: June 22, 2009 N, TO: Honorable Mayor and City Council FROM: Rory Burnett, Finance Director�� RE: Tyler Technologies Agreement Amendment The City of Vernon's financial software system, known as EDEN, was purchased from Tyler Technologies, Inc. ("Tyler") in May 2006. The EDEN software is used by the City for most, if not all, of its accounting, budgeting and financial reporting functions and procedures. On May 24, 2006, the City passed resolution 9046 approving and authorizing the execution of an agreement by and between the City and Tyler for the purchase of EDEN financial software system. On August 17, 2006, the City agreed to and signed the original agreement with Tyler. On June 1, 2009, the City received communication from Tyler requesting the City to agree to amend the original agreement. The original agreement contains a provision in Section B — Professional Services Agreement that requires a Customer Service Report (CSR) to be signed upon the completion of each day or series of days of services provided. Tyler has recently determined that any contract that includes the language requiring a CSR to be signed, the City must document their agreement to waive Tyler's obligation to follow that process. Tyler stated that all new contracts with customers do not contain the CSR requirement and has requested the City sign an amendment_ to the original agreement to remove the CSR requirement. Recommendation: Jeff Harrison, City Attorney, Andrei Yermakov, the City's IT Manager, and Rory Burnett, Finance Director, have reviewed this proposed agreement amendment with Tyler and recommend the City agree to sign the amendment. G FINANCE DEPARTMENT DATE: June 22, 2009 TO: Donal O'Callaghan, City Administrator FROM:. Rory Burnett, Finance Director RE: Tyler Technologies Agreement Amendment Attached is a Staff Report to the City Council recommending the City agree to an amendment to the City's original agreement with Tyler for its EDEN financial software, dated August 17, 2006. The agreement amendment has been reviewed by Jeff Harrison, Andrei Yermakov and I. Nothing came to our attention that would prohibit the City agreeing to this amendment. Recommendation: I recommend the City agree to the amendment and sign it. RECEIVED JUN 2 2 2009 BY: &e4' From: Lehr, Judy Sent: Monday, June 08, 2009 4:48 PM To: Burnett, Rory Cc: Harrison, Jeff Subject: Eden Contract Amendment Rory, Jeff has approved the amendment with Tyler Technologies as to form on this date Judy Lehr City Attorney Dept., City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Work. (323) 583-8811 x 368 Fax: (323) 826-1438 CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. 4 3 Page 1 of 2 Burnett, Rory From: Yermakov, Andrei Sent: Monday, June 01, 2009 11:13 AM To: Burnett, Rory Subject: FW: Vernon-EDEN: Contract Amendment Attachments: Vernon, CA Amendment 01292009 - CSR.DOC; Vernon, CA Contract FINAL.PDF Hi Rory, EDEN wants the City to sign the amendment to the original contract. Since it's related to the Finance System, I am forwarding this email to you. Attached are two documents: the original contract and the amendment. Thank you, Andrei From: Henry, Bruce [Bruce. Hen ry@tylertech.com] Sent: Thursday, May 07, 2009 11:38 AM To: Andrei Yermakov Subject: Vernon-EDEN: Contract Amendment Hello Andrei, The Vernon contract contains a provision that requires for a Customer Service Report (CSR) to be signed upon the completion of each day or series of days of services provided. During the project kick off meeting, John discussed this topic and everyone verbally agreed to use the training Follow -Up Memo (FUM) in lieu of the CSR. Our auditors have recently determined that for any contract that includes the language requiring a CSR to be signed, that a customer must document their agreement to waive our obligation to follow that process. The attached contract amendment would remove the requirement. All new Tyler contracts do not contain the CSR requirement. If you would like to resume using the CSR, please let me know. Please let me know if you have any questions. Thanks, Bruce Bruce Henry Project Manager Tyler Technologies, Inc. 1100 Oakesdale Ave SW 6/l/2009 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9046 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND TYLER TECHNOLOGIES, INC. FOR PURCHASE OF FINANCIAL SOFTWARE SYSTEM WHEREAS, the City desires to update and consolidate its data financial software systems into a comprehensive system to increase productivity and efficiency by eliminating separate data entry and maintenance of information and increase reporting capabilities to provide a more efficient and versatile financial software system; and WHEREAS, City staff evaluated various financial software systems based upon the following criteria: designed specifically for the public sector, widely used by surrounding cities, windows -based interface, seamless integration between modules, ability to "drill down" to different screens to obtain detailed information, robust reporting capabilities, ease -of -use for all employees, flexible requisition and purchase order fields, capable of creating "what -if" budget scenarios, multiple levels of security, conversion assistance, and outstanding customer service and technical support; and WHEREAS, City staff determined that the Eden Software- InForum Gold software by Tyler Technologies, Inc. ("Tyler"), which is designed and implemented specifically for municipalities nationwide, provides comprehensive data collection, storage and reporting capabilities, exceptional integration between modules, strong customer support, and is widely used and recommended by local cities; and WHEREAS, Tyler represents that it is the largest company in the country solely dedicated to providing software and services to 1 government agencies and that it is capable of providing professionally 2 trained and qualified personnel to consult and support the operation 3 of the Eden Software-InForum Gold software for the City; and 4 WHEREAS, on May 9, 2006, the Finance Committee approved the 5 purchase of the financial software system for city-wide use from Tyler 6 at an approximate cost of $272,740.50, subject to the preparation of 7 an agreement; and 8 WHEREAS, the proposal from Tyler is for licensing and 9 purchase of general ledger, budgeting, purchasing, requisitioning, 10 accounts payable, accounts receivable, fixed assets, project 11 accounting and cashiering modules of its Eden Software-InForum Gold, 12 with six months of support and the option of purchasing the payroll, 13 inventory and citizen services modules to expand the system at a later 14 date; and 15 WHEREAS, the City Council of the City of Vernon has 16 determined that, pursuant to the provisions of Subsection (a) of 17. Section 2.27 of the Vernon City Code, it is in the public interest and 18 necessity to enter into an agreement with Tyler to provide the 19 financial software, licensing, installation, data conversion, training 20 and support needed by the City. 21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 22 CITY OF VERNON AS FOLLOWS: 23 II SECTION 1: The City Council of the City of Vernon hereby 24 11finds and determines that the recitals contained hereinabove are true 25 Hand correct. 26 SECTION 2: The City Council of the City of Vernon hereby 27 approves the Agreement with Tyler, in substantially the same form as 28 lithe copy which is attached hereto as Exhibit A and incorporated by - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor to execute said Agreement for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby authorized to attest thereto. ' SECTION 4: The City Council of the City of Vernon hereby authorizes the Acting City Clerk, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 5: The City Council of the City of Vernon hereby authorizes the Acting City Clerk, or his designee, to execute any and all documents as shall be required to implement the Agreement consistent with the terms of said Agreement approved herein. SECTION 6: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Agreement to: Tyler Technologies, Inc. Attn: Contracts Department 370 U.S. Route 1 Falmouth, ME 04105 SECTION 7 The Acting City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 24th day of May, 2006. EONIS C. 4ALBUR9, Mayor ATTEST: f BRLItE V. MkLKENHORST, JR., Acting City Clerk - 3 - 1 2 3 4 5. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9046, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, May 24, 2006, and thereafter was duly signed by the Mayor of the City of Vernon. -x) (SEAL) �1 BR CE V MALKENHORST, JR. Ac n City Clerk - 4 - EXHIBIT A. ACR:IEEMENT This agreement ("Agreement") is made this day of , 2006 by and between Tyler Technologies, Inc. with offices at 1100 Oakesdale Avenue SW, Renton, Washington 98055 (``Tyler") and the City of Vernon, California with offices at 4305 Santa Fe, Avenue, Vernon, California 90058 ("Client"). Section A - Software License Agreement 1, License Grant. a) Upon Client's payment in full of the Application Software License Fees set forth in the Investment Summary, Tyler shall. grant to Client and Client shall accept from Tyler a non- exclusive, nontransferable, non -assignable, perpetual license to use the Tyler software products and related interfaces (collectively,. the "Tyler Software Products") and Tyler user manuals, .for internal Business purposes of Client, subject to the terms and conditions of 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 slial.l 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 atly such transfer. c) 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 bestefforts 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 nianuals by any party. f) The Tyler Software Products may not be modified. Client shall not porform 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. Client may makecopies. of the Tyler Software Products fo. r 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. Clientshall 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 acceptfroin Client as payment in full for the license granted herein, the Application Software License Fees set forth in the Investment Summary 3. Verification of the Tyler Softiv. are 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 1 - 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 1 - 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 he 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 .B. d) Tyler shall promptly correct any functions of the Tyler Software Products that failed verification. 4. Limited Warranty. For as long as a current Maintenance Agreement is in place, "Tyler warrants that the Tyler Software Products will substantially conform to the then -current Tyler user manuals and the functional descriptions of the Tyler Software Products in Tyler's written ;proposal to Client, if applicable. In the event of conflict between the afore -mentioned documents: the then -current Tyler user manuals shall control. if the Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the defect. Should Tyler be unable to cure the defect or provide a replacement product, Client shall be entitled to a refund of the Application Software License Fee paid for the defective Tyler Software .Product, as depreciated on a straight-line basis over a seven (7) year period commencing on the effective date of this Agreement. 5. Intellectual Property Infringement Indemnification. Tyler will defend and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product infringes that parry'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 th.e .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 comprcinlise 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 en 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; 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 Sofhvare 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 (1) 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 claim hereunder, or (iii) the infringement would have been avoided by Client's use of the most current version of th.e Tylcr 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 Tees set forth in the 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 the Investment Summary at Client's election. 2. Professional Services Pees. a) All Training & Installation and. Data Conversion services shall be invoiced in hourly increments. b) Upon the completion of each service day or group of days, Tyler will present a Customer Service I:.eport 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 accordancewith Article 3 of Section A shall be billable to Client at the rate for Training & Installation services set:forth in the Investment Summary. d) Payment is due within thirty (39.) 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 the Investment Summary arid:additional related services not set forth in the Investrnerit 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, shah be limited to the service fees set forth in the Investment Summary. Such fees reflect and are sett 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. , SE>ction 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 (l) 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 Dees within sixty (60) calendar days of the due date; Tyler will: reinstate maintenance services upon Client's payment of the overdue Application Software Maintenance lees. 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. IfClient 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: oil 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 shal l 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. t) 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 Products. S. Limitations and Exclusions. Application Software Maintenance Fees do not include installation or implementation ofthe Tyler Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product), application design, other consulting, services; support of an operating systemor hardware, or support outside Tyler's normal business 4 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 berein. b) Client shall maintain for the duration of (he 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 liabilityfor 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 (1.2) months prior to the claim. Such Application Software Maintenance Fees reflect and are set in reliance upon this limitation of liability. Section D - Tliird Party .Product Agreement 1. Agreement to License or Sell Third Party; Products. For the price set forth in the 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 the Investment Summary ("Third Party Products"). 2. License of Third Party Sofhvare 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 Softwa.re.Products. c) The right to transfer the Third Party Software Products to aseplacement hardware system is. governed by the Developer. The eost.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 IThird 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 decomp<lation, 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 uzake copies of the documentation accompanying the Third Party Software Products for internal use only. 3. Delivery. Unless otherwise indicated in the 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 the Investment Summary, the Tyler Software Product installation fee includes installation of the Third Party Products. Upon commpletion of installation, Client shall obtain from Tyler a certification of completion, or similar document, which shall constitute Client's acceptance of the Third Party Products. Such acceptance shall be final and conclusive except for latent defect, fraud, and a gross mistake as amount to fraud. 5. Site Requirements. Client shall provide a suitable environment, location and space for the installation and operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products; and installation of all required cables. 6. 'Warranties. a) Tyler is :authorized by each Developer to grant licenses or sublicenses to the Third Party Products. b) Tyler warrants that each Third Party Product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under this Third Party Product Agreement, Client's title or license to each Third Party Product shall be tree and clear of all liens wid encumbrances arising through Tyler. e) 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. NI.ainteitance. 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 iataintain 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 tbrough, 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 sliall 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 striot liability, shall be limited to the Third Party .Product Fees set forth in the Investment Sunxnlary. Such prices are sot in reliance upon this limitation of'liability. Section F - General Terms and Conditions 1. Taxes. The fees set forth in the Investment Summary do not include any tax or other governmental imposition including, without limitation, sales, use or excise tax. All applicable sales, use, and excise tax sliall be paid by Client: and shall be paid over to the proper authorities by Client or reimbursed by Client to Tyler on demand in the event demand is made .on Tyler for rd the payment thereof. If tax-exempt, Client must provide Tyler with Client's tax exempt number or form. 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 Clteen (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 Tvler 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 theright 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. Foree.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 tune 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 tenninate 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. I.ndeninifcation. a) Subject to the limitation: of liability set forth herein, Tyler shall indemnify and hold harmless Client and its agents; offteials and employees frornand against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising: from Tyler's tic lice or willful misconduct. Tyler shall not be liable to the degreeor extent of damages, loss, or expense.deterniined to be the fault of the Client. b) Subject to the limitation of liability set forth herein, Client sliall 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 attornoy`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. Diselabner. 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 7' LIMITATION, TL-IE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARFURPOSE, AND SYSTEM INTEGRATION, WHICH ARE IIEREBY DISCLAIMED BY TYLER. G. Dispute Resolution. Should a dispute arise with respect to this Agreement, Client will notify Tyler immediately in Nvriting. If Tyler and Client. cannot resolve a dispute within thirty (30) calendar days following notification in writing by either party of the existence of said dispute, then the following procedure shall apply: a) :Each party shall appoint one (1) person to act as an impartial representative. The appointed individual shall be of sufficient knowledge and experience to 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 called a Dispute Resolution Group. b) The Dispute Resolution Group shall convene no later than twenty-one (21) calendar days after the expiration of the thirty (30) calendar day period referenced above and shall meet .for a minimum. of four (4) four (4) hour sessions during the subsequent four (4) business days, unless otherwise mutually agreed. Any resolution shall be in writing and signed by both parties. Such resolution shall constitute abinding amendment to the Agreement. l.n the event theDisputeResolution Group fails ;to resolve the dispute as set forth above, the dispute will be referred to non -binding mediation. Thereafter, either party may assert its other rights and remedies under this Agreement within a court of competent jurisdiction. Nothing in this Section shall prevent a party.from applying to a federal or state court of competent jurisdiction. to obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth herein. 7, No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and Client. No third party shall be deemed .a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. $. Governing LaNy and Venue. This .Agreement shall be governed by and construed in accordance with the laws of State of California. The parties agree to submit to the exclusive jurisdiction of and venue in; the courts iia the Corintyof [I INtAivlllj ira any dispute arising out of or relating to this Agreement. 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,. wl eth-u 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-terrn 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 terra and provision of this Agreement shall be vapid and enforced: to the fullest extent permitted by law. 1 l . 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. perfonn Under this Agreement, a.ient 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 prier 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. 1.3, Approval of Governing Body. Client represents and warrants to Tyler that this Agreement has been approved by its governing body and is a binding obligation upon Client. 1-4, No Assignment. Client may not assign its rights and responsibilities under this Agreement without Tyler's prior wiitten 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 anemployee or agent of the Party, c,) Upon receipt. by sender of proof of email delivery, or d) I:fnot 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 dire to improper notification by the inteuded.rece wing party of a new address will be .borne by the intended receiving party. The addresses of the parties to this Agreement are as follvw:s. Tyler Technologies, Inc. 370 U.S. Route 1 Falmouth, ME 04105 Attention: Contracts Department 16. Independent Contractor. This is not an Agreement of partnership or employment of Tyler or any ofTyler's employees by Client, Tyler is an independent contractor for all purposes udder this Agree:rnent. 17. Insurance. Prior to performing services under This Agreement, Tyler shall provide Client 9 with certificates of insurance evidencing the following insurance coverage: a) Commercial gcnerai liability of at least $1,000,000; b) Automobile liability of at least $1,000,000; e) Professional liability of at least S1,000,000; 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 agri es 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 panty call establish by reasonable proof was in that party's possession at the time of disclosure; d) A party receives from a third party who has a right to disclose it to that party; or e.) Is subject to Freedom. of Information Act requests, only to the extent disclosure is based on the good faith written opinion of the receiving party's legal counsel that disclosure is required by law: provided; however,, that that receiving party shall give prompt notice of the service of process or other. documentation that underlies such requirement and use its best efforts to assist the disclosing party if the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect the confidentiality of its.confdential information. 19. Nondiscrimination, Tyler shall not discriminate against any person employed or applying for employment concerningthe 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 emplovtnent concerning race.. color, religion, national origin, age, sex, sexual orientation, ancestry, disabiiiiy 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. 2:0. Subcontractors, Tyler shall not subcontract any services under this. Agreement without Client's prior written permission, not to be unreasonably withheld: 21. Non-ap.propi iation. If Client should not appropriate or otherwise inake available funds. sufficient. to purchase, lease, operate or maintain the products set Forth in this Agreement, or other means ofperform.ing the sarne:.f-unctions of such products, Client roay unilaterally terminate this Agrcemelit only upon thirty (30) days written notice to Tyler. Upon tenilination, Client shall remit payment for all products.and sorvices delivered to Client and all expenses incurred by Tyler prior to Tyler's receipt ofthe termination notice., 22. Shipping. Delivery shall be E0.13. shipping pour. 23.:Payment Teams. a) Client will pay $.27,150 upon execution of this Agreement that equals 25% of the Application Software Lfoense .Fees. b) Client will pay S79,300 upon delivery of the software products that equals: 50% of the Application .Software :License Fees ($54,300) 100%, of'the "Third Party Hardware/System Software License Fees ($25,000) c) Client will pay $27,150 that equals 251/0 of the Application Software .L.icense 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.inciude travel expenses, subject to Article 2(e) of Section B. e) Train ing & Installation and Data Conversion services, plus expenses, are billed if and as provided/"tncutred-and are due.and payable thirty (30) days after receipt of invoice. IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this Agreement. Tyler Technologies, Inc. Client: City of Vernon. California .By: — Name: Title: Date: By: — Nance: Title; Date: m x CT N Exhibit 2 — Verilication 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 "rest 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 Produ.ets 1. View general ledger accounts four, (Initial) 2. View budget documents 3. View accounts payable vendor form, 4. Find purchase orders in purchase order inquiry 5. View inventory itern farm 6. View fixed assets form 7. View projects form 8. View accounts receivable customers form Custoruer Information System Produeft I . View #ee, schedule with rate wblos (Initial) 2. View utility billing account form 3. View utility billing custDmer form. 4; View parcels form 5. View .license form 6. View permits form Personnel Products 1. View employee form (Inita"I) 2. View position form 3. View deduction codes 4. View pay type codes 5. View shift calendars 13 Exhibit 3 — Business Travel .Policy Airfare All airfare will be booked Economy Class, with best efforts to make reservations 2 — 4 weeks in advance for best pricing. All air tickets will be booked "non refundable" to minimize.ticket costs, If change fees or other additional charges are incurred as a result of Client rescheduling, cancellations, or other factors that impact the planned dates for a trip, the Client will be billed for those charges. Airport Parkins; Client is billed for the cost of on -airport long term parking costs incurred while staff is traveling to client site. Mi� leaae 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. t LM—Ort Shuttle If Tyler employeeuses the seivice of an:airport shuttle, this amount will not exceed the standard rate for airport parking (as notedabove) 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 stars) when available. 4 or S Star hotels/motels may be selected if during promotional times, prices can be negotiated aerates similar to 3 star facilities. Meals Federal daily per diem rate for Client location will apply. Per dienr Anil include travel time to and Iron 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 tile cost of Hotel) and any other incidentals such as copies, supplies, road tolls, local Barking fees, etc. directly related to time spent on site. 14 Exhibit 4 - Data Conversion Process Cn[r i��r�aa un .4 ssisfance Tyler will generally convert relevant and useful data from a client's legacy system as a part of the conversion/installation process. The Investinent 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 «hth 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 .fonnat. 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 Tyle.r.'s'technieal 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. 15 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 Sofhvare Products, Tyler typically plan for an initial conversion to be aligned with the "set LIP" 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 iiilive . 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 " J" delimited text file, 2) Non FonnattedMicrosoft E:ccel Worksheet, or 3) Microsoft Access database. The import files must adhere to the following characteristics: • ASCiI character content: The data must contain only printable ASCII characters. Control characters, non -printable characters, or "packed" data fields are not allowed. • One record per line or row: Each line or row constitutes a single record or row of data. ASCII Pipe Delimited TOd File - Data may be provided as; ASCII pipe delimited text files with variable length data separated by a ("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). Piles 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 nett 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 "Als." file extension. Worksheets cannot contain macros or data links. Each worksheet must adhere tothefile specificatio is with the first row containing the header column inforination and each subsequent row representing. one record of data. 16 Microsoft Access Database: Data may be provided as a Microsoft Access Database with each conversion file defined as a separate table. Table navies 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. �1Ss:rrt�t . toms 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 bath 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 accopliting data. The conversion estimate for fixed assetsincludes 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, di.feet 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 riot 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 dine), and transaction specific information (bills, receipts, and their associated amounts), Fee structures are not included in the conversion. 17 The estimate f'or 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). • 'flie 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. fivqueticy), and history (meter reads and consumption, bills, receipts; billing; adjustments.. receipt adjustments). Fee structures and service orders are not included in the conversion. 18 INSURANCE SCHEDULE (CONSULTANT) Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits Bodily InLury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ StatutorX Employers' Liability $1,000,000 per employer II. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (If Applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,00.0 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $2,000,000 $2,000,000 $2,000,000 a . The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An original endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under this Agreement and specifying the activities covered. 4. Such other endorsement as may be required by City. 5. A copy of your general and professional insurance policy declarations page. 6. A copy of schedule of forms of endorsement. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary.