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HomeMy WebLinkAbout16 - Software License Agreement for Replacement of the City's Land Management SystemTO: FROM CITY OF NEWPORT BEACH City Council Staff Report April 23, 2019 Agenda Item No. 16 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL Seimone Jurjis, Community Development Director - 949-644-3232, sjurjis@newportbeachca.gov PREPARED BY: Dan Campagnolo, Systems and Administration Manager Jackie Luengas-Alwafai, Informational Technology Manager Anthony Nguyen, Purchasing Agent PHONE: 949-644-3231 TITLE: Software License Agreement with Tyler Technologies Inc. for Replacement of the City's Land Management System ABSTRACT: The Community Development Department (CDD) and the Information Technology (IT) Division have concluded a two-year Request for Proposal (RFP) and selection process for a full replacement of the City's 25 -year old, outdated land management software, Permits Plus. Permits Plus is used by City staff to track development service permits, plans reviewed, and code enforcement and building inspections. Staff is recommending the City Council contract with Tyler Technologies Inc. to provide a replacement land management System (LMS) called Energov. Energov will provide for a more modernized and integrated system to sustain and advance the City into the next generation of development services and customer service. Additionally, for City Council's consideration is a professional services agreement with Park Consulting Group who will assist staff in providing project management services for the implementation of the Energov software. The cost for the entire project is $1,555,853, which is budgeted in the Information Technology Replacement Fund. RECOMMENDATION: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; b) Authorize the Mayor and City Clerk to execute a Software License and Professional Services Agreement with Tyler Technologies Inc. for the purchase, installation, and implementation services of a Land Management System in an amount not to exceed $1,355,853; and c) Authorize the Mayor and City Clerk to execute a Professional Services Agreement with Park Consulting Group, Inc. for project management services and change management processes in an amount not to exceed $200,000. 16-1 Software License Agreement with Tyler Technologies Inc. for Replacement of the City's Land Management System April 23, 2019 Page 2 FUNDING REQUIREMENTS The LMS purchase and implementation is a fixed cost of $1,355,853. The cost of using an experienced third party project management firm is $200,000. The total project cost is $1,555,853. The funds for the project have been allocated in the Permit System IT Replacement Fund Account No. 765-7657654. DISCUSSION: For the past 25 years, City staff has utilized Permits Plus for tracking development services such as building permit issuance, building inspections, planning cases, code violations, and right-of-way encroachment permits. Although countless in-house customizations have sustained operations and customer service standards, they have been built around a core software that has now become antiquated. Permits Plus has reached the end of its life and has become incompatible with current versions of Microsoft operating systems. It does not offer any online capability, which limits the City in offering many services the development community now expects. Procurement Process The City released a formal RFP solicitation for a complete LMS replacement. The RFP was posted on the City's public procurement system (PlanetBids) and distributed directly to known providers of LMS solutions and implementations. The evaluation panel assigned to this RFP consisted of City staff from CDD and IT, representing subject matter and technical expertise. The evaluation panel was responsible for reviewing the following six proposals and rating them on technical factors. • Accela, Inc. ("Accela"); • HdL Software ("HdL"); • Sungard Public Sector ("Sungard") • Computronix, Inc. ("Computronix") • Online Solutions, LLC ("Online Solutions"); • Tyler Technologies Inc. ("Tyler") Interviews. Software Demonstrations and Due Diliaence Review Staff assessed the proposals and invited Accela, Computronix and Tyler to participate in an interview with the evaluation panel and to provide a proof -of -concept demonstration. This demonstration allowed each finalist an opportunity to show their respective LMS systems in a live environment to City staff and perform system duties using a functionality script developed by the City. This was a key demonstration as it served to confirm the abilities of each LMS system as described in each proposal. During this demonstration, City staff involved in the various functions affected by LMS, such as building permits, plan checks, GIS, and payment processing were invited to assess and evaluate each LMS demonstration. Following the proof -of -concept demonstration, Accela was removed from further consideration. Finally, Computronix and Tyler were invited to participate in "sandbox testing," which involved each finalist granting the City access to their respective LMS and enabling City staff to develop permits, run test transactions and fully assess staff's ability to configure aspects of the proposed systems. 16-2 Software License Agreement with Tyler Technologies Inc. for Replacement of the City's Land Management System April 23, 2019 Page 3 Reference Checks The evaluation panel also performed a due diligence review of Computronix and Tyler, including reference checks on all finalists, as well as live site visits with agencies that have implemented each LMS (City of Temecula for Tyler and Douglas County, Colorado for Computronix). The results from this comprehensive evaluation process can be found in the following table: Conclusion of RFP Process The evaluation panel identified Tyler's product Energov as the highest qualified proposer and most effective LMS solution to meet the City's needs. The evaluation panel reviewed the proposals, conducted interviews, and reviewed the proof -of -concept and sandbox testing demonstrations. The City currently uses a Tyler product, MuniFinancial, for its accounting and financial needs. The recommended Energov software can communicate with the MuniFinancial system, with the capability to share accounting numbers in one unified system. The Energov software is used by over 300 nationwide jurisdictions; 47 clients in California; 28 in Southern California and 6 in Orange County. The Energov product will advance the City into the next generation of development services, while improving internal coordination, as well as enhancing the customer experience through more online options and conveniences. Customers will be able to interact and access information in an updated Citizens Web Portal to request, apply and access permits, plans, and inspection activity from a single location. Inspection results will be paperless and updated in real time to the system. Internally, the system will consolidate fragmented procedures and standardize workflows to improve the application review process while managing caseloads with more enhanced reporting options. RFQ Process for LMS Project Management Services After the evaluation panel identified the Tyler LMS as the best fit for the City, staff began a concurrent procurement to retain a consultant to provide project management services related to implementing the new LMS and assisting the City with the change management process. A Request for Qualifications (RFQ) solicitation was developed and the specifications emphasized the ability to facilitate the implementation and change management processes for large LMS solutions at public agencies with a similar operational need as the City. The RFQ yielded five submittals, from the following proposers: 16-3 Maximum Points Accela Computronix Tyler Proposal Score 200 138 148 135 Proof of Concept Score 50 25 38 36 Sandbox Testing Score 50 N/A 44 46 Cost Score (Total Startup Costs) 200 85 ($3,119,523) 84 ($3,155,330) 200 ($1,355,853) Total Score 500 248 314 417 Overall Rank 3 2 1 Conclusion of RFP Process The evaluation panel identified Tyler's product Energov as the highest qualified proposer and most effective LMS solution to meet the City's needs. The evaluation panel reviewed the proposals, conducted interviews, and reviewed the proof -of -concept and sandbox testing demonstrations. The City currently uses a Tyler product, MuniFinancial, for its accounting and financial needs. The recommended Energov software can communicate with the MuniFinancial system, with the capability to share accounting numbers in one unified system. The Energov software is used by over 300 nationwide jurisdictions; 47 clients in California; 28 in Southern California and 6 in Orange County. The Energov product will advance the City into the next generation of development services, while improving internal coordination, as well as enhancing the customer experience through more online options and conveniences. Customers will be able to interact and access information in an updated Citizens Web Portal to request, apply and access permits, plans, and inspection activity from a single location. Inspection results will be paperless and updated in real time to the system. Internally, the system will consolidate fragmented procedures and standardize workflows to improve the application review process while managing caseloads with more enhanced reporting options. RFQ Process for LMS Project Management Services After the evaluation panel identified the Tyler LMS as the best fit for the City, staff began a concurrent procurement to retain a consultant to provide project management services related to implementing the new LMS and assisting the City with the change management process. A Request for Qualifications (RFQ) solicitation was developed and the specifications emphasized the ability to facilitate the implementation and change management processes for large LMS solutions at public agencies with a similar operational need as the City. The RFQ yielded five submittals, from the following proposers: 16-3 Software License Agreement with Tyler Technologies Inc. for Replacement of the City's Land Management System April 23, 2019 Page 4 • AEF Systems Consulting, Inc. • BerryDunn; • Exsilio Solutions • SDI Presence, LLC. • Park Consulting Group, Inc. The following table provides staff's ranking based upon experience, qualifications, technical familiarity and approach to LMS implementation project management from this analysis: Based on the scores indicated above, BerryDunn and Park Consulting Group, Inc. were identified as finalists and all other proposers were removed from further award consideration. City staff performed reference checks on both finalists, reaching out to public agency clients that have engaged with both companies for LMS implementation project management services. This review, combined with the panel's evaluation scores confirmed that while both companies are adept at performing the requested services, Park Consulting is the highest qualified proposer, distinguished largely due to their experience in managing projects specifically involving Tyler LMS, as well as their exemplary references from current and former clients such as the cities of Lake Forest, Fullerton, Temecula and Ventura. Total Project Costs The costs for the project are identified as follows: LMS Project Purchase Items AEF BerryDunn Exsilio Park Consulting SDI Presence, $482,353 Systems Estimated Travel Solutions $29,750 LLC Technical Score $0.00 $75,800 $75,800 Subtotal $767,950 (Maximum 100 61.25 80.00 25.00 88.75 56.25 Rank 3 2 5 1 4 Based on the scores indicated above, BerryDunn and Park Consulting Group, Inc. were identified as finalists and all other proposers were removed from further award consideration. City staff performed reference checks on both finalists, reaching out to public agency clients that have engaged with both companies for LMS implementation project management services. This review, combined with the panel's evaluation scores confirmed that while both companies are adept at performing the requested services, Park Consulting is the highest qualified proposer, distinguished largely due to their experience in managing projects specifically involving Tyler LMS, as well as their exemplary references from current and former clients such as the cities of Lake Forest, Fullerton, Temecula and Ventura. Total Project Costs The costs for the project are identified as follows: LMS Project Purchase Items Year 1 - FY2020 Year 2 - FY2021 Total Ener ov Software and Implementation $738,200 $482,353 $1,220,553 Estimated Travel $29,750 $29,750 $59,500 Ener ov Support $0.00 $75,800 $75,800 Subtotal $767,950 $587,903 $1,355,853 Project Management Park Consulting) $100,000 $100,000 $200,000 Total LMS Project $867,950 $687,903 $1,555,853 Project Oversight and Staffing With an implementation schedule of 24 months divided into three phases, each phase has a life -cycle that requires CDD involvement in the business process rules, discovery, planning, training, and testing. 16-4 Software License Agreement with Tyler Technologies Inc. for Replacement of the City's Land Management System April 23, 2019 Page 5 • Phase 1: Building, Planning, Code Enforcement, Public Works, and Web Portal • Phase 2: Special Event Permit — Recreation / Fire Prevention, and Real Property • Phase 3: Electronic Plan Review ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Alternatively, staff recommends the City Council find this action is categorically exempt pursuant to CEQA Section 15303. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Software License and Professional Services Agreement with Tyler Technologies Inc. Attachment B — Professional Services Agreement with Park Consulting Group, Inc. 16-5 ATTACHMENT A SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR LAND MANAGEMENT SYSTEM THIS SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 23rd day of April, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Tyler", "City" and "Tyler" may individually or collectively be referred to herein as "Party" or "Parties"), whose address is One Tyler Drive, Yarmouth, Massachusetts 04096, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Tyler to furnish, license, deliver, install and maintain Tyler software products in order to implement the Land Management System more particularly described in this Agreement ("Project"). C. Tyler possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Tyler, has reviewed the previous experience and evaluated the expertise of Tyler, and desires to retain Tyler to provide products and render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2022, unless terminated earlier as set forth herein. Notwithstanding the failure to extend or renew the Term, the license for the Tyler software licensed to the City pursuant to this Agreement is irrevocable in nature (subject to City's compliance with the Licenses as defined below) and shall not be subject to the limitations in term as set forth above. 2. SERVICES TO BE PERFORMED Tyler shall diligently perform all the Services described in the Investment Summary attached hereto as Exhibit B, and detailed in the Statement of Work attached hereto as Exhibit A, the Support Call Process attached hereto as Attachment 1 to Exhibit A, and the Software Maintenance Agreement attached hereto as Attachment C ("Services" or Tyler Technologies, Inc. Page 1 16-6 "Work"). Any revisions to the Statement of Work shall be made by written amendment to the Agreement signed by both Parties and approved as to form by the City Attorney. 3. SOFTWARE LICENESES Tyler agrees to grant to City licenses to use Tyler's software products and associated third party software products as identified in the Investment Summary attached as Exhibit B ("Software Products") in accordance with the terms and conditions of the Software License Agreement attached hereto as Exhibit D, and the Third Party Product Agreement attached hereto as Exhibit E, respectively, and all incorporated herein by reference (the "Licenses"). 4. TIME OF PERFORMANCE 4.1 Tyler shall perform the Services in accordance with a mutually agreeable project schedule for completing the deliverables set forth in Attachment 2 of Exhibit B "Payment Milestones". The Services shall be performed to completion in a diligent and timely manner. The failure by Tyler to materially adhere to or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 4.2 Notwithstanding the foregoing, Tyler shall not be responsible for delays due to causes beyond Tyler's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each Party hereby agrees to promptly provide notice (within two (2) business days) of the occurrence causing the delay to the other Party so that all delays can be timely addressed. 4.3 Tyler shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Tyler's control. 4.4 For all time periods not specifically set forth herein, the Parties shall respond in the most reasonably expedient and appropriate manner under the circumstances, by hand -delivery or mail. 5. COMPENSATION TO TYLER 5.1 Tyler's compensation for all Work performed and Software Products issued to City in accordance with this Agreement shall not exceed One Million Three Hundred Thirty Five Thousand Eight Hundred Fifty Four Dollars and 00/100 ($1,355,835.00). No billing rate changes and/or compensation to Tyler beyond the amount set forth above shall be made during the term of this Agreement without the prior written approval of City. The not to exceed amount set forth above includes an estimate of Fifty Nine Thousand Five Hundred Dollars and 99/100 ($59,500.00) in travel expenses. In the event the travel expenses incurred under this Agreement exceed this estimate, the City Manager is authorized to amend this Agreement to increase the travel expenses by Eleven Thousand Nine Hundred Dollars and 00/100 ($11,900.00) and agrees to do so if requested by Tyler. Tyler Technologies, Inc. Page 2 16-7 5.2 Taxes: The fees set forth in the Investment Summary and Compensation Schedule included within Exhibit B do not include any taxes, including, without limitation, sales, use or excise tax. City and Tyler specifically agree and designate the point of sale and place of delivery for any and all taxable purposes under this Agreement, including, but not limited to, all Services and Software Products, to be the City of Newport Beach 100 Civic Center Dr., Newport Beach, CA 92660. Furthermore, under the City's Direct Payment Exemption permit number SR EAA 24-089475 DP, the City will self -accrue its Use Tax obligation to the California State Board of Equalization within thirty (30) days of delivery of the products to the City. If only partial delivery of the taxable items in the Investment Summary included in Exhibit B are received by the City, the City will only pay the California State Board of Equalization the amount of Use Tax due on the value of the items delivered in accordance with the prices set forth in the Investment Summary in Exhibit B. City shall provide Tyler with a copy of the City's Direct Payment Exemption permit within thirty (30) days of the Effective Date. 5.3 Tyler shall submit invoices to City describing the Work performed or Software Products delivered in accordance with the Acceptance Testing, Investment Summary, Compensation Schedule, and Payment Milestones attached hereto as Attachment 2 to Exhibit A, Exhibit B, Attachment 1 to Exhibit B, and Attachment 2 to Exhibit B respectively. Tyler's invoices shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Statement of Work to which it relates and/or Software Product provided, the date the Services were performed, the time spent on all Work billed, and a description of any reimbursable expenditures. City shall pay Tyler no later than sixty (60) calendar days after receipt of the invoice by City staff. 5.4 City shall reimburse Tyler only for those costs or expenses reasonably incurred in connection with the Services and otherwise in conformance with the requirements of this Agreement. Expenses will be incurred in accordance with the then - current Tyler Business Travel Policy. The current Tyler Business Travel Policy is attached hereto as Attachment 3 to Exhibit B. 5.5 In the event City cancels services less than two (2) weeks in advance of the date the Parties have mutually agreed the Services are to be performed, and such cancellation is not directly related to Tyler's failure to perform pursuant this Agreement, City is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on City's behalf; and (ii) daily fees associated with the canceled services if Tyler is unable to re -assign its personnel. 5.6 Tyler shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by the Parties to be necessary for the proper completion of the Project, but which is not included within the Statement of Work and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work performed within three (3) years of the Effective Date shall be paid in accordance with the Investment Summary as set forth in Exhibit B. Extra Work performed later than three (3) years from the Effective Date shall be at Tyler's then -current pricing. Tyler Technologies, Inc. Page 3 16-8 5.7 Electronic Payment. City shall remit payment to Tyler via electronic payments. Tyler's electronic payment information is as follows.- Bank- ollows: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies Inc. — Operating 6. PROJECT MANAGER 6.1 Upon request, Tyler shall provide to the City information related to the experience and qualifications prior to designating a Project Manager who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Tyler shall use commercially reasonable efforts to not remove or reassign the Project Manager. 6.2 Tyler, at the reasonable discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City provided that such request for removal is for cause, and that Tyler shall have a reasonable opportunity to remedy the condition supporting the City's request for removal to avoid removal of personnel from the Project. Tyler warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6.3 If Tyler is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. This Agreement will be administered by the Community Development Department. City's Community Development Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 8. CITY'S RESPONSIBILITIES To assist Tyler in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Tyler, one copy of all existing relevant information on file at City upon Tyler's written request. City will provide all such materials in a timely manner so as not to cause delays in Tyler's Work schedule. Tyler Technologies, Inc. Page 4 16-9 9. STANDARD OF CARE 9.1 All of the Services shall be performed by Tyler or under Tyler's supervision. Tyler represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase, "highest professional standards" shall mean those standards of practice recognized by one (1) or more comparable firms performing similar work under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Tyler certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and, to the extent applicable, legally recognized professional standards. 9.2 Tyler represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Tyler to practice its profession. Tyler shall maintain a City of Newport Beach business license during the term of this Agreement. 9.3 Tyler shall not be responsible for delay, nor shall Tyler be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Tyler's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 10. HOLD HARMLESS 10.1 To the fullest extent permitted bylaw, Tyler shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims) for bodily injury, death or damage to property", which may arise from any breach of the terms and conditions of this Agreement resulting from Tyler's negligence, recklessness, and/or willful acts, errors and/or omissions of Tyler, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 10.2 Notwithstanding the foregoing, nothing herein shall be construed to require Tyler to indemnify the Indemnified Parties from any Claim arising from the negligence recklessness, or willful misconduct of the Indemnified Parties. 10.3 Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Tyler. Tyler Technologies, Inc. Page 5 16-10 11. INDEPENDENT CONTRACTOR It is understood that City retains Tyler on an independent contractor basis and Tyler is not an agent or employee of City. The manner and means of conducting the Work are under the control of Tyler, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Tyler or its employees. Nothing in this Agreement shall be deemed to constitute approval for Tyler or any of Tyler's employees or agents, to be the agents or employees of City. Tyler shall have the responsibility for and control over the means of performing the Work, provided that Tyler is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Tyler as to the details of the performance of the Work or to exercise a measure of control over Tyler shall mean only that Tyler shall follow the reasonable direction of City with respect to the results of the Services. 12. COOPERATION Tyler agrees to work closely and reasonably cooperate with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to reasonably cooperate with Tyler on the Project. 13. CITY POLICY Tyler shall discuss and review all matters relating to Project with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 14. PROGRESS Tyler is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 15. INSURANCE Without limiting Tyler's indemnification of City, and prior to commencement of Work, Tyler shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit F, and incorporated herein by reference. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. No assignment shall release the original parties or otherwise constitute a novation. Notwithstanding the foregoing, should Tyler be the subject of a merger or consolidation, Tyler may, upon reasonable notice to the City, assign this Agreement in its entirety to the surviving entity and the City's approval to such assignment shall not be unreasonably withheld. Tyler Technologies, Inc. Page 6 16-11 17. SUBCONTRACTING Subcontractors shall not perform Work on behalf of Tyler pursuant to this Agreement without the prior written consent of City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF WORK PRODUCT 18.1 Documents and Printouts. All reports, drafts, maps, records, plans, drawings, plans, specifications, and printouts and other documents (hereafter, "Documents") prepared by Tyler in furtherance of the work shall be the sole property of the City and shall be delivered to City whenever requested. Tyler may make duplicate copies of such materials for its own file or for such other purpose as may be authorized in writing by the City. Notwithstanding anything to the contrary herein, Tyler shall retain ownership of all intellectual property rights in and to the Tyler Software Products and User Guides, subject to the City's rights expressly granted under this Agreement. 18.2 Documents, including drawings and specifications, prepared by Tyler pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Tyler will be at City's sole risk and without liability to Tyler. Further, any and all liability arising out of changes made to Tyler's deliverables under this Agreement by City or persons other than Tyler is waived against Tyler, and City assumes full responsibility for such changes unless City has given Tyler prior notice and has received from Tyler written consent for such changes. 18.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 19. CONFIDENTIALITY 19.1 All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information or such release is required by applicable law. 19.2 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 shall not disclose any confidential information of the other Party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement for a period of two (2) years. This obligation of confidentiality will not apply to information that: a) At the time of the disclosure is in the public domain; b) After disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a Party; c) A Party can establish by reasonable proof was in that Party's possession at the time of disclosure without an obligation to maintain the confidentiality of such information; d) A Party receives from a Tyler Technologies, Inc. Page 7 16-12 third party who has a right to disclose it to that Party; or e) Is subject to disclosure under the California Public Records Act or the Freedom of Information Act, 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. , The 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. 20. INTELLECTUAL PROPERTY INDEMNITY Tyler shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Tyler's Documents provided under this Agreement. 21. RECORDS Tyler shall keep records and invoices in connection with the Services to be performed under this Agreement. Tyler shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Tyler under this Agreement. All such records and invoices shall be clearly identifiable. Tyler shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Tyler shall allow inspection of all Work, data, documents, proceedings and activities directly related to the Agreement for a period of three (3) years from the date of final payment to Tyler under this Agreement. Such inspection shall occur after one (1) week advance notice. 22. WITHHOLDINGS In the event City believes products or services do not conform to warranties in this Agreement, City will provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. City is allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler will provide a written response to City that will include either a justification of the invoice or an adjustment to the invoice. Tyler and City will develop a plan to outline the reasonable steps to be taken by Tyler and City to resolve any issues presented in City's notice to Tyler. City may only withhold payment of the amount actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding the foregoing, if Tyler is unable to complete its actions outlined in the plan because City has not completed its action items outlined in the plan, City will remit full payment of the invoice. Tyler shall not unreasonably discontinue work while items are disputed in accord with this provision. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Tyler which result in expense to City greater than what would have Tyler Technologies, Inc. Page 8 16-13 resulted if there were not errors or omissions in the Work accomplished by Tyler, the additional design, construction and/or restoration expense shall be borne by Tyler. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Nothing is this section shall be construed to require Tyler to pay the cost of substitute goods or services. This Section is, in all respects, subject to Sections 28 (Meet and Confer Process) and 31 (Limitation of Liability) of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with the Project. The foregoing notwithstanding, any consultant shall be subject to the terms and conditions of this Agreement, including, without limitation, the provisions regarding handling and use of confidential information. 25. CONFLICTS OF INTEREST 25.1 Tyler or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Tyler shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for termination of this Agreement in accordance with its terms by City or otherwise if and to the extent required by applicable law. Tyler shall indemnify and hold harmless City for any and all claims for damages resulting from Tyler's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Tyler to City shall be addressed to City at: Attn: Community Development Director Community Development Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Tyler shall be addressed to Tyler at: Tyler Technologies, Inc. Page 9 16-14 Attn: Chief Legal Officer Tyler Technologies, Inc. One Tyler Drive Yarmouth, MA 04096 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Tyler shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Tyler's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Tyler in writing as unsettled at the time of its final request for payment. 28. MEET AND CONFER PROCESS. 28.1.1 For all disputes regarding either Party's performance under this Agreement, the aggrieved Party will notify the other Party in writing within fifteen (15) days of becoming aware of a dispute. If the Parties cannot resolve such dispute within thirty (30) calendar days of receipt of written notice of dispute, the Parties will each promptly designate an executive level representative from its organization to meet with its counterpart from the other Party to resolve the dispute within a reasonable time period as determined by the Parties ("Meet and Confer Process"). In the event the dispute is not resolved within the time allotted during the Meet and Confer Process, either Party may assert its other rights and remedies under this Agreement with a court of competent jurisdiction. 28.1.2 All meetings and discussions during the Meet and Confer Process will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Civil Procedure 408 or any similar applicable state rule. 28.1.3 This provision shall not be interpreted as preventing either 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 or exercising any other remedy available by law. 29. TERMINATION 29.1 In the event that either Party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required by this Agreement, and on the condition that such failures or refusals were referred to the Meet and Confer Process without resolution despite the good faith efforts of both parties, that Party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) business days, or if more than two (2) business days are reasonably required to cure the default and the defaulting Party fails to give adequate assurance of due performance within two (2) business days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting Party may terminate the Agreement forthwith by giving to the defaulting Party written notice thereof. Tyler Technologies, Inc. Page 10 16-15 29.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than forty-five (45) calendar days' prior written notice to Tyler. Upon delivery of the Notice of Termination, Tyler shall cease all Work or Services under this Agreement. 29.3 In the event of termination under this Section 29, City shall pay Tyler for non -defective Tyler Software and Services delivered in accord with the requirements of this Agreement and costs incurred up to the effective date of termination for which Tyler has not been previously paid. On the effective date of termination, Tyler shall deliver to City all of the following to the extent they are non-proprietary and non -confidential (1) reports, (2) Documents and (3) other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29.4 Procedure on Termination. If this Agreement is terminated following the Completion of Services, then the City may retain the copy of the Software Products and all reports, Documents and other information in its possession subject to the terms of this Agreement but it shall not be entitled to any additional Licenses, nor will it receive updates of, or modifications to, the Software Product made by Tyler. Notwithstanding the foregoing, the City will remain subject to the obligations imposed upon it pursuant to this Agreement with respect to the Software, including, but not limited to, such obligations relating to use of the Software Product and confidentiality. 30. DISCLAIMER THE WARRANTIES SET FORTH IN THIS AGREEMENT, INCLUDING ATTACHMENTS AND EXHIBITS, 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. 31. LIMITATION OF LIABILITY 31.1 Professional Services. In no event shall either Party 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 professional services or use of the Tyler Software Products. Tyler's liability for damages arising out of the professional services (identified as the line item "Tyler Services" in the Investment Summary attached as Exhibit B), whether based on a theory of contract or tort, shall be limited to two (2) times the Tyler Services fees identified in the Investment Summary included in Exhibit B and paid by Client. 31.2 Maintenance Agreement (Exhibit C). 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 Tyler Technologies, Inc. Page 11 16-16 damages and expenses arising out of the Maintenance Agreement, whether based on a theory of contract or tort, shall be limited to two (2) times the Software Maintenance Fees due and paid by City during the twelve (12) month period prior to the claim. The Software Maintenance Fees reflect and are set in reliance upon this limitation of liability. 31.3 Software License Agreement (Exhibit D). 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, shall be limited to two (2) times the Software License Fees set forth in the Investment Summary included in Exhibit B and paid by Client. Such Software License Fees are set in reliance upon this limitation of liability. 31.4 Third Party Product Agreement (Exhibit E). 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 expense arising out of the Third Party Product Agreement attached as Exhibit D, whether based on a theory of contract or tort, shall be limited to the License fee/purchase price of the Third Party Products as set forth in the Investment Summary included in Exhibit B and paid by Client. 32. STANDARD PROVISIONS 32.1 Recitals. City and Tyler acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 32.2 Compliance with all Laws. Tyler shall, at its own cost and expense, comply with all applicable statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Tyler shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 32.3 Waiver. A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 32.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the attachments attached hereto, the following order of precedence shall apply: the terms of this Agreement and Exhibits A -F, Tyler Technologies, Inc. Page 12 16-17 shall govern, followed by Tyler's Proposal attached hereto as Exhibit H and then the City's Request for Proposal attached hereto as Exhibit G. 32.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 32.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Tyler and City and approved as to form by the City Attorney. 32.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 32.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 32.10 Equal Opportunity Employment. Tyler represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 32.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 32.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Tyler Technologies, Inc. Page 13 16-18 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: b r6y: j&2—Aaro9,1P. Harp I Diane B. Dixon City orney Mayor ATTEST: Date: Leilani I. Brown City Clerk CONSULTANT: Tyler Technologies, Inc., a Delaware corporation Date: James J. Hurley, III Senior VP, Sales and Marketing Date: By.- Stacey y:Stacey M. Gerard Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Statement of Work Exhibit A - Attachment 1: Support Call Process Exhibit A - Attachment 2: Acceptance Testing Exhibit B — Investment Summary Exhibit B - Attachment 1: Compensation Schedule Exhibit B - Attachment 2: Payment Milestones Exhibit B - Attachment 3: Business Travel Policy Exhibit C — Software Maintenance Agreement Exhibit D — Software License Agreement Exhibit E — Third Party Product Agreement Exhibit F — Insurance Requirements Exhibit G — City's Request for Proposal (RFP) Exhibit H — Tyler's Response to City's RFP Tyler Technologies, Inc. Page 14 16-19 EXHIBIT A STATEMENT OF WORK Tyler Technologies, Inc. Page A-1 16-20 Statement of Work Tyler Technologies City of Newport Beach 100 Civic Center Drive, Newport Beach, CA 92660 Chuck Newberry 2160 Satellite Blvd., Suite 300, Duluth, GA 30097 Tyler Technologies, Inc. www.tylertech.com Revised: 10/5/2018 Gee. tyler ® technologie 16-21 T��� ��Contents / ���/�� ��: 1 Executive Summary ............................................................................................................................... S 1.1 Project Overview ........................................................................................................................... S 1.2 Product Summary .......................................................................................................................... 5 13 Project Timeline ............................................................................................................................ S 1'4 Project Methodology Overview .................................................................................................... 6 2 Project Governance ............................................................................................................................... 7 S Overall Project Assumptions ............................................................................................................... 11 4 Implementation Stages ....................................................................................................................... 1S 4.1 Initiate & Plan (Stage 1) ............................................................................................................... 17 4.1.1 Tyler Internal Coordination fkPlanning ............................................................................... l7 4.1.2 System Infrastructure Planning ........................................................................................... 18 4.13 P Planning ....................................................................................................... 19 4.1.4 Project Schedule .................................................................................................................. 30 4.1.5 Stakeholder Presentation .................................................................................................... 21 4.1.6 Control Point 1:Initiate /& Plan Stage Acceptance .............................................................. 22 4.2 Assess & Define (Stage 2) ............................................................................................................ 23 4.2.1 Assessment Training ............................................................................................................ 23 4.2.2 Current/Future State Analysis ............................................................................................. 24 4.23 Prototype Development ...................................................................................................... %S 4.24 Data Conversion Planning & Mapping --------------------------..26 4.3.5 Standard 3rd Party Data Exchange Planning ....................................................................... 27 4.2.6 Modification Analysis Ek Specification ---------------------------28 4.2.7 Forms & Reports Planning ................................................................................................... 3O 4.2.8 System Deployment ............................................................................................................ 31 4.2.9 Control Point 2:Assess & Define Stage Acceptance ........................................................... 32 /i3 Build /& Validate (Stage 3) ..-----------------------------------.34 4.3.1 Configuration /& Power User Training ................................................................................. 34 4.3.2 Data Conversion & Validation ............................................................................................. 3S 4.3.3 Standard 3rd Party Data Exchange Validation .................................................................... 36 2/73 4.3.4 Modification Delivery & Validation.....................................................................................37 4.3.5 Forms & Reports Validation................................................................................................38 4.3.6 Control Point 3: Build & Validate Stage Acceptance...........................................................39 4.4 Final Testing & Training (Stage 4)................................................................................................40 4.4.1 Cutover Planning.................................................................................................................40 4.4.2 User Acceptance Testing (UAT)...........................................................................................41 5.1.2 4.4.3 End User Training................................................................................................................42 5.1.3 4.4.4 Control Point 4: Final Testing & Training Stage Acceptance...............................................43 5.1.4 4.5 Production Cutover (Stage 5)......................................................................................................44 4.5.1 Final Data Conversion..........................................................................................................44 4.5.2 Production Processing & Assistance...................................................................................45 4.5.3 Transition to Tyler Support..................................................................................................46 4.5.4 Schedule Post -Production Services.....................................................................................47 Tyler Software Support .......................................................................................................53 4.5.5 Control Point 5: Production Cutover Stage Acceptance.....................................................48 5.1.7 4.6 Phase/Project Closure (Stage 6)..................................................................................................49 4.6.1 Close Phase/Project.............................................................................................................49 Tyler Reports/Forms Experts...............................................................................................54 4.6.2 Control Point 6: Phase/Project Closure Stage Acceptance.................................................50 5.1.9 5 Roles and Responsibilities...................................................................................................................51 5.1 Tyler Roles and Responsibilities..................................................................................................51 5.1.1 Tyler Executive Management..............................................................................................51 5.1.2 Tyler Implementation Management...................................................................................51 5.1.3 Tyler Project Manager.........................................................................................................51 5.1.4 Tyler Implementation Consultant.......................................................................................53 5.1.5 Tyler Sales............................................................................................................................53 5.1.6 Tyler Software Support .......................................................................................................53 5.1.7 Tyler Data Conversion Experts............................................................................................53 5.1.8 Tyler Reports/Forms Experts...............................................................................................54 5.1.9 Tyler Development..............................................................................................................54 5.2 City Roles and Responsibilities....................................................................................................54 5.2.1 City Executive Sponsor........................................................................................................54 5.2.2 City Steering Committee.....................................................................................................54 5.2.3 City Project Manager...........................................................................................................55 3/73 190 ty ler 00.,9 • techrdogies' 16-23 5.2.4 City Functional Leads...........................................................................................................56 5.2.5 City Power Users.................................................................................................................57 5.2.6 City End Users......................................................................................................................57 5.2.7 City Technical Support .........................................................................................................57 5.2.8 City Upgrade Coordinator...................................................................................................57 5.2.9 City Project Toolset Coordinator.........................................................................................58 5.2.10 City Change Management Lead..........................................................................................58 6 Glossary ...............................................................................................................................................59 7 Tyler Resources Purchased..................................................................................................................62 7.1 Expenses in Scope.......................................................................................................................62 7.1.1 Business Scope — Phase 1....................................................................................................62 7.1.2 Business Scope — Phase 2....................................................................................................64 7.1.3 Business Scope — Phase 3....................................................................................................65 7.1.4 Case types to be implemented: ........................................................................................... 65 7.1.5 "Business transaction" is defined by: .................................................................................. 70 7.1.6 "Template" transaction is defined by: ................................................................................ 70 7.1.7 "Geo -Rule" is defined by: .................................................................................................... 70 7.1.8 "Intelligent Object (10)" is defined by: ................................................................................ 71 7.1.9 "Intelligent Automation Agent (IAA)" is defined by: ........................................................... 71 7.1.10 "EnerGov SDK API (Toolkits)' are defined by: ..................................................................... 71 8 EnerGov Conversion Summary ............................................................................................................72 8.1 Permitting....................................................................................................................................72 8.2 Business and Professional Licensing...........................................................................................72 8.3 Code Case Management.............................................................................................................73 8.4 Plan Management.......................................................................................................................73 4/73 .pie 840 is tyler s • rechnob icn5 16-24 1 Executive Summary 1.1 project Overview The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products. The Project goals are to offer the City of Newport Beach all current case compositions, applications processes delivered through existing channels (over the counter, online, mobile and phone), integrations, automation and reports with the opportunity to make the City's staff, constituents and stakeholders more accessible, responsive and efficient in its operations through. Additionally, the goal of this project will deliver new case types to existing and new user groups and expanded capabilities through new electronic submittal modules and custom developed functionality: • Streamlining, automating, and integrating business processes and practices • Providing tools to produce and access information in a real-time environment • Enabling and empowering users to become more efficient, productive and responsive • Successfully overcoming current challenges and meeting future goals 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to the City's functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components. [PRODUCT] [APPLICATION] EnerGov Community Development Suite EnerGov Content Management API EnerGov CSS Portal - PLM Tyler Tyler 311 & Click 2 Report EnerGov eReviews EnerGov iG Workforce Apps EnerGov Intelligent Automation Agent EnerGov Intelligent Objects EnerGov IVR API EnerGov Permitting & Land Management SDK EnerGov Reporting Toolkit EnerGov Tyler GIS 1.3 Project Time9ine The City would like to implement EnerGov in phases. in 5/73 %��'�a tyler chnobgips 16-25 Phase 1- Core functionality (Permits Plus dta only) As well as CSS (online Portal) only with the applications currently used in Accela Automation. Phase 2 - New case types and CSS (online) portal, up to 20 additional online applications, Phase 3 — eReviews The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. Tyler bases its implementation methodology on the Project Management Institute's (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6 -stage process specifically designed to focus on critical project success measurement factors. Tailored specifically for Tyler's public sector clients, the project methodology contains Stage acceptance Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City's complexity, and organizational needs. 6/73 tyler !Chnologie�,; 16-26 2 Project Governance The purpose of this section is to define the resources required to adequately establish the business needs, objectives, and priorities for the Project; communicate the goals to other project participants; and provide support and guidance to accomplish these goals. Project governance also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and the City collaborate to resolve project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City steering committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point. 2.1 Client Governance Depending on the City's organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 Client Project Manager The City's project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The City project manager(s) will be responsible for reporting to the City steering committee and determining appropriate escalation points. 2.1.2 Steering Committee The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project's value throughout the organization. Oversees the City project manager(s) and the Project as a whole and through participation in regular internal meetings, the City steering committee remains updated on all project progress, project decisions, and achievement of project milestones. The City steering committee also provides support to the City project manager(s) by communicating the importance of the Project to all impacted departments. The City steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the 7/73 tyler •�®o� technologies 16-27 project team, for making timely decisions on critical project issues or policy decisions. The City steering committee also serves as primary level of issue resolution for the Project. 2.1.3 Executive Sponsor(s) The City's executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project's overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated project issues. The executive sponsor engages in the Project, as needed, in order to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts, the overall implementation schedule, and serves as the primary point of contact with the City. As requested by the City, the Tyler project manager(s) provide regular updates to the City's steering committee and other Tyler governance members. Clear Definition of Project - Prior to any work or deliverable determination, Tyler Project Manager will work in conjunction with each City's corresponding project manager to clearly understand what the project will deliver, when it will be completed, who will provide the associated deliverables, how the deliverable will be accomplished and when payment milestones occur Resource Management - Tyler Project Manager will properly schedule and budget all necessary resources to ensure deliverables and project milestones are reasonably attainable. Tyler Project Manager will methodically assemble a complete Project Plan developed specifically for the City of Newport Beach implementation. Schedule Management - Tyler Project Manager will manage the schedule and budgetary constraints and adjustments throughout the lifecycle of the project. The Tyler Project Manager's goal is to ensure all previously communicated project deliverables and timelines are either adhered to, or that all exceptions are clearly communicated project deliverables and timelines are either adhered to, or that all exceptions are clearly communicated, analyzed, and properly adjusted with the City's Project Manager or stakeholders. Tyler Project Manager will provide weekly reporting statistics and periodically scheduled project meetings. 8/73 ®•::0• tyler •• '� technologies 16-28 Issues Management - Tyler Project Manager will clearly identify all issues with the associated project, log the issues, create issue resolutions, and communicate on a weekly basis with the City Project Managers the updated status of all issues. Change Management - Tyler Project Manager will manage project changes including a scope change, configuration change, or a simpler general change. All changes are identified and immediately communicated to Client Project Managers through a prescribed change order request form which must be signed and agreed to prior to change implementation and before project plan or deliverable adjustments are performed. Communication Management - Tyler Project Manager is responsible for all project communication at each Client desired level. Tyler Project Manager will deliver a clear and concise project plan which will identify appropriate personnel and their communication needs. Tyler Project Manager will provide weekly current status and health reports of the project. Risk Management - Tyler Project Manager will identify the risk events for a project and then establish a Risk Management Plan to manage the risk event and minimize their effects on the project plan and schedule. Tyler Project Manager will perform additional risk identification throughout the project on a monthly basis and at the completion of project deliverable or milestone. Project Team Management - Tyler Project Manager will be responsible for Tyler Project Team assignment, development, and training to ensure all project milestones are attainable. This includes, but is not limited to team acquisition, classes, cross -training, conflict resolution, motivation, etc. Quality Management - Tyler Project Manager and Tyler Project Team will have a clear understanding of each of the City's requirements and expectations. The Tyler Project Manager will work to provide appropriate metrics so quality can be measured at multiple levels within the project and at project completion. The Tyler Project Manager and Tyler Project Team will determine the City requirements, metrics, and expectations at all levels i.e. project management, IT departmental, stakeholder, etc. to enable a holistic quality measurement for the project upon completion. Metric Management - Tyler Project Manager and Tyler Project Team will accurately measure quality and drive process improvements across the project. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with the City management, as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. The name(s) and contact information for this resource will be provided and available to the project team. 9/73 00 906 .0. tyler �� (�chnoi«w:in5 16-29 2.2.3 Tyler Executive Management Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the project team and collaborates with other Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team. 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign -off while acknowledgement may be provided without formal sign -off at the time of delivery. The following process will be used for accepting or acknowledging Deliverables and Control Points: • The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control Point. If the City does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. • If the City does not agree the particular Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. • Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have five (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. 10/73 • •_� tyer ®gyp `o� ®• t rhnologles 16-30 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling • Project activities will begin after the Agreement has been fully executed. • The City has the ability allocate additional internal resources if needed. The City also ensures the alignment of their budget and Scope expectations. • The City and Tyler ensure that the assigned resources are available, they buy -into the change process, and they possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, buy -in, and knowledge. + Tyler and City provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. • Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled. • Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project. • Tyler provides a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days prior to any scheduled on site or remote sessions. • Tyler provides notice of any prerequisites to the City project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates. • City users complete prerequisites prior to applicable scheduled activities. • Tyler provides guidance for configuration and processing options available within the Tyler software. The City is responsible for making decisions based on the options available. + In the event the City may elect to add and/or modify current business policies during the course of this Project, such policy changes are solely the City's responsibility to define, document, and implement. • The City makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions. • Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process. 11/73 do ®®W. tyler is Yechnologies 16-31 • The City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan. • Tyler Project Team Travel must be approved by the City prior to booking. • Tyler Project Team Travel Itemized Receipts will be available for review by the City will include primarily air travel and hotel receipts. 3.2Data Conversion • The City is readily able to produce the data files needed from the two Legacy Systems (PermitsPlus and Accela Automation Web) and upload to the EnerGov Database Conversion Template (DCT -DB) for conversion in order to provide them to Tyler on the specified due date(s). • Each Legacy System data file submitted for conversion includes all associated records in approved EnerGov DCT -DB.. • The City understands the Legacy System data extract(s) must be provided to Tyler in the same format each time unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget, and resource availability may occur and/or data in the new system may be incorrect. • During this process, the City may need to correct data scenarios in the Legacy System prior to the final data pull. This is a complex activity and requires due diligence by the City to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. • Tyler will be available and ready to guide and support the City during the Data Conversion process to answer any questions regarding the population of the DCT -DB throughout all stages of the implementation. 3.3 Data Exchanges, Modifications, Forms and Reports • The City ensures the 3rd party data received conforms to a Tyler standard format. • The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received. + Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available. 12/73 00 ler fecI116-32 • The City is willing to make reasonable business process changes rather than expecting the product to conform to every aspect of their current system/process. • Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process. 3AHardware and Software • Tyler will initially Install the most current generally available version of the purchased Tyler software. Conversion and/or installation and related configuration services required to transition to a newer available version of the purchased Tyler software during the project implementation phases is included as part of the services provided by Tyler. • The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler project staff. + The City has in place all hardware, software, and technical infrastructure necessary to support the Project. + The City's system hardware and software meet Tyler standards to ensure sufficient speed and operability of Tyler software. Tyler will not support use of software if the City does not meet minimum standards of Tyler's published specifications. 3.5Education • Throughout the Project lifecycle, the City provides a training room for Tyler staff to transfer knowledge to the City's resources, for both onsite and remote sessions. The City will provide staff with a location to practice what they have learned without distraction. If Phases overlap, the City will provide multiple training facilities to allow for independent sessions scheduling without conflict. The training room is set up in a classroom setting. The City determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. • The City provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City provided projector, allowing all attendees the ability to actively engage in the training session. + The City testing database contains the Tyler software version required for delivery of the Modification prior to the scheduled delivery date for testing. 13/7369 so 0 ty'�� O� t�:c.Yu �olc3�;irs 16-33 + The City is responsible for verifying the performance of the Modification as defined by the specification. Users performing user acceptance testing (UAT) have attended all applicable training sessions prior to performing UAT. 14/73 • ®•::�® tyler !• teolnologies 16-34 4 Implementation Stages Work Breakdown Structure (WBS) The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called "Stages' and the second level components are called "work packages." The work packages, shown below each Stage, contain the high-level work to be done. The detailed Project Plan, developed during Initiate & Plan and finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage ends with a "Control Point", confirming the work performed during that Stage of the Project. 15/73 � �a� tyler t�-chnologies 16-35 16/73 ®�®� tyler 16-36 4.1 Initiate & Plan (Stage 1) The Initiate & Plan Stage creates a foundation for the Project through identification of City and Tyler Project management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. City participation in gathering information is critical. Tyler Project management teams present initial plans to stakeholder teams at Stage end. 4.1.1 Tyler Internal Coordination & Planning Prior to Project commencement, Tyler management staff assigns Project Manager(s). Tyler provides the City with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. City participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with Sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City's team. During this step, Tyler will work with the Client to establish the date(s) for the Project/Phase Planning session. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Tyler Internal Coordination & Planning , TYLER CLIENT +J C Ln L QJ -p _ N. . O + v — CC:C- Z3L U w a w E tin t o �°' :f,_ v E o ULn +0. M C C _O Co C _O O P O OL a OQ C '.O �, E'(o N ,� _. '(B N . O. M C M L' C O CL V) O. M _ N. ) C. .J O } V U N 4= r.U Ln O N Q •� N Q O C U ....0 X +-� �-. U O .:L' O N C N 'NfLO. i "O- w a n w Ln a. a U a. w 1- a TASKS N 41 L N .N d1 N L N N O c N c c QJ c QJ c "N C u C N c O C 'N C N.r C N _V U: U U U. Assign Tyler Project Manager A R I I I" Conduct Planning/Initiation introductory phone call A R I I Create Share Point site to manage project deliverables, documents, UAT and other aspects of the overall A R I 1 implementation Provide initial Project documents to Client A I R C I Sales to Implementation knowledge A I R C transfer Internal planning and phase coordination A R C 17'73 • �so tyler s�•��® • technologies 16-37 4.1.2 System Infrastructure Planning The City provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the City's site. The City completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT 41 Ln cf6 C Q (I w CO. AV a) - N . O V -O . aJ WL G U w Iyn W Q- t O' VI L a): N.. -a 'a1 W OCL El6 � c6 H .O aJ 2 -, ar C O o2i u 6 u .>. +) .lw C � . u: c O . . O E' N u u M �. U U N e - C U a1. U � �' _ �.. � (6 w a �. U If. V) w �. a a U a 0 w H .a 4- �. TAS KS L (U v c. a) c ,� c' . v. c. _5 ` c: v. c: 2 c :_m c:: a, c aJ a) c. . ar A?? A T> T T A U. U U U' U' U -U U U U- U Provide system hardware specifications I R A l C. Make hardware available for Installation I C A R Install system hardware I C A R Complete system infrastructure audit I C A R 18/73 0 •••�•� tyler .,... • rer.,t�raologies 16-38 4.1.3 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify Applications to implement in each Phase, and discuss implementation timeframes. The Tyler Project Manager(s) deliver an Implementation Management Plan, which is mutually agreeable by City and Tyler. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project/Phase Planning ; TYLER CLIENT UD C 'E °: L cc� V) c0 QJ a CI LU a ` �v 4+L C aC) n' C O "O M C c O uD U O c O NC O °° o_ �' Ons E N n3 - °) 2.. a *' QJCW0 .i ice+ ° O 4J O CL cn L �.: E. U � c� �o cc�. G. N N v� J (A O .. U U Q) ccM , .N QJ C C O U U n3 U •C >. 41 hA C •L V C ° �Q, i _ .- � _. U. U -QJ -p. N U(IJ Q) h 4_ U N U C.: Q) (Q t QJ - F W W d LL G I- (n 'LU ln: d L.L U 0.. O W :a.- D, TASKS v c.. Q)r c Q). c QJ C. N c :47 c QJ c .,..,Q)- c., Q) :"c Q). c Q) c Q)' a '- U '- U •- U •T U '- U •a)•- U U '- U •- U •- -U '- U Perform Project/Phase Planning A R I: C C I Deliver and Review Process and A R I C C "I Configuration Collection templates Deliver and review project status report template A R 1 C C I. Deliver and review sample sign off form. A R I C C I Deliver and review GIS requirements and best practices documentation A R C I C C I Deliver and review Data Conversion Template Database (DCT -DB), ERDs, A R C I. C C I and usage documentation Deliver implementation management plan A R C G I 19/73 0 so 0 tyler ®` technologies 16-39 4.1.4 Project Schedule Client and Tyler will mutually develop an initial Project schedule. The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. Tyler Project Manager will properly schedule and budget all necessary resources to ensure deliverables and project milestones are reasonably attainable. Tyler Project Manager will methodically assemble a complete Project Plan developed specifically for the City of Newport Beach implementation. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT c un v ra o + n v E M c N c U Qc W Q W E o a� ai E L o U 0 v C O CO O 0 W I- Q �� E '� -S. a) �.. r4.l-, r0 a1 O a1 O Q to Q N E U fE Q1' .. C ca. 2 N. al N N J. N OO ..O . N > a1 a) O O ozf ra"o U ro U -. > 4r .OD C V. O O a) �. L _� t. aJ N M V- O U a1 b. U N N Q U E O N. Q U ro a--' VI E L v- o O c V .7 L v a) o. U c m aJ 3 O r0 Q. N -p a) o " M. Q. W E d E L� ccO. C rn x ..W ++ N L d 7 W ..c U: 2., c W aJ I -.-..d l- TASKS QJ v L W v L a� L v L L v L :C m: C a� v C a� C. v C a�.. C a, C. . m_ C a) C .v C . v Ulu U U 'U U U U" :U U 10 - Develop initial Project schedule A R I C I I Identify non -working days A R C C 1 1 - Deliver Project Plan and schedule for Project Phase A R I I I C C I: I I Client reviews Project Plan & initial ` schedule C Ii A R C C C Client approves Project Plan & initial schedule I I A R C, C I .I L I I 20/73 as .,� ty er .,.,. • techu�otuie.' 16-40 4.1.5 Stakeholder Presentation City stakeholders join Tyler Project Management to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Sta. keholder Presentation., TYLER CLIENT.. 4� N � Q +- . °a° _ E f6 0 N a QL X E. L. a �a.: -.In. '. Q. �.. a bD U X w '" nn t' o .� ,� E. M. U . e. _ m C C O a W C Q C O a O Q .C. 'O E. Raa. a- c�6 a �. -ry a _ 'p:` f6 +'. a to -.0 :L. O m ++ co c m C (O ++ ca C i > Q K C O Q" 7 N C N CU O U C �a c J C. , M. '2. .i y. ++. C a ` a 'W. O O 'Q. U. > ac _2 a O m ip > bo. G . C .aj. Z :E a v H 'a. U a U a. 'p. U cu N E e- a C t v Lv a a 'p u: c c, m. a 3 co a D -a . U a p L to W Q d Q. +-+ Q i. Q O ¢ U ...X W 4,7 N r� _ L; c.%; O d a-. Q c W: a... i d ' C. . TASKS41 LX LL `a to a c c c, . c. c c c, . c C v i. v v. a� v a`i v a s a. Zr_:. a a v a. a a a .v U. U_ _.. U...U..,U .U..U. . U Develop and present overview of Project Deliverables, project schedule A R I 1 I I C I. I I 1' 1' I 'I' and roles and responsibilities Communicate successful Project criteria and goals I R: C A. C I: ' I C 1 11 21/73 ••tyler • tac.hnologies 16-41 4.1.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.1.6.1 Initiate & Plan Stage Deliverables Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the City's Project. • Scope: The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades will be managed throughout the lifecycle of the Project. In addition, The Tyler Project Team will establish a quality management and testing plan to ensure that project objectives outlined within the Implementation Management Plan are successfully implemented. The quality management and testing plan defines and monitors critical milestones. It also provides a controlled environment for product testing, taking into account full module integration, import and export interface integrity, functional flow and reliability. The testing plan will also include system infrastructure audit, conversions, third -party data exchange, customization, form/ reporting, configuration validation testing, and user acceptance testing. The Tyler Project Team will conduct testing throughout the life of the project to expose issues prior to production. o Acceptance criteria: City reviews and acknowledges Implementation Management Plan Project Plan/Schedule • Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project. o Scope: Task list, assignments and due dates o Acceptance criteria: City acceptance of schedule based on City resource availability and Project budget and goals. 4.1.6.2 Initiate & Plan Stage Acceptance Criteria Tyler Internal Coordination & Planning activities complete Hardware Installed System infrastructure audit complete and verified Implementation Management Plan delivered Project Plan/Schedule delivered; dates confirmed Stakeholder Presentation complete 22/73 a ••��� tyler • lechnolo�irs 16-42 Assess4.2 ,. Define The primary objective of Assess & Define is to gather information about current City business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring City collaboration. The City shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.2.1 Assessment Training Assessment Training provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis. The primary goal is to train the Power Users on the different configuration methods and documentation necessary to be able to make educated decisions on how to document deliverables for the Implementation during the Assess and Define stage. Thus empowering the Power Users with the knowledge to understand the capabilities the software will have based on how the assessment is documented. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Fundamentals Review TYLER CLIENT +' t ` E N J ` C N (O cc� N � U a) Q, w a) a w E bD +-' O a, + C. v. -..�. N "O, o �. 0 c G 0 0 0 v) o 0L a� p V to r a) M _. :.-. � CQJ .C. 0 a) C f0 C �, Q N Ln 0(B: U m G. G N :.N to J 0 ' a1 N a! C U �y o > UD C E N . m ~ uO W a U .6 O a! Q m N E _ a 0 c s U � U X v +. a) o �. u c C C ro L' a! O cu Q- of -Q c'.: t a1- . a) 'o W Oa. w E E p iQ LO w cn a: w .. U a Q w .� a..5 TASKS W v L v a� L m ai v . c CW C a) . C a) � W c m c . ( c-. a) C: a� c c` v c aJ Schedule Assessment Training & A' R I C I I I provide materials & prerequisites Review Assessment training materials and prerequisites I A R I. C Ensure all scheduled attendees are I I A R. C I present The City team will be trained on configuration of permits, plans, inspections, user security, workflow, A R I L 1 fees, and custom fields processes, system functionality and capabilities 23/73 � �0� ty !er ies 16-43 4.2.2 Current/Future State Analysis City and Tyler evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2. Current/Future state Analysis . TYLER CLIENT O O: . c C Q CL LU E IU C o. Q] UD G �- U LLJ C V7 4.0 -O t..�0+' N L .� N -O N.'. N 6,0 C s=_. N u N U. OJ Q •O- O CL ,M -O C t U N OJ �. W O) p. C M L' f6 -•Q N "O U GJ .. O �,. W. 'd O LOL cCO G (n X W N i a 7. LL U' O G. C W. O) �..-',d �, TASKS L v L. v S.. v a) a� L L L L L T -T .0 :(UQ) C C C v C a� C CU* 1r- ,v. c TV c :, N' C.• ' v C. v. U U U 'U' -U +U 0'To U'. CJ.: Provide Current/Future State analysis materials to the City A R I C f I' Conduct Current & Future State analysis A R I:; C I'•: C Provide pros and cons of Tyler software options A R I: C 1 _. C Make Future State Decisions according to due date in the Project I I C : A. R'. .i C . I Plan Record Future State decisions and configuration specifications in A R I, C I C questionnaires 24/73 ••000 tyler •• technologies 16-44 4.2.3 Prototype Development Tyler will work with the City to identify 12 high-volume business processes to be configured based on the design definition documents. The prototypes shall be near -final simulations of how the City's requirements shall be implemented in the New System. This is intended to be a checkpoint to ensure that Tyler's development approach is in line with the City's expectations. The demonstration of the prototypes shall not warrant automatic acceptance; the prototypes should be considered near -final and reflective of design discussions to -date. STAGE 2 Solution Implementation Plan TYLER CLIENT +�-0 N N '.L' 0 qa ,� U) t N t E J . C C 0 Q_ x Q- X E L a a C � O O +, a U W h0 t O: L Ln E M. 0 U cu C .0 0 O 0_ 0 n3 a co a Ln 0 C 7 /1 O� U J. co (0'� N C a w—' O O U C6 _ U ' 'C. O CU 7 v Q U '� ai Q U 0 O E 0 a W a O U C .0 - m: a cu Q . D 0 C U N 'p �. GO X E a E o 0 H cn w L a` ii . U a° o LU n D TAS KS a s L ai v a a L a a a. c a c` a c a c m c a c a c' a c a a c a c a > > a > - a > - = U U U U. .v .U. _ U U Configuration of 12 business A R I C .0 j processes Demonstration and acceptance of walkthroughs of the 12 business A R I C C I IL processes 25/7300 ••:• tyler •• k'(1111 opies 16-45 4.2.4 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the City's Legacy System Applications to the Tyler system. Tyler staff and the City work together to complete Data Mapping for each piece of data (as outlined in the Agreement) from the two Legacy Systems to a location in the Tyler system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Data Conversion Planning & Mapping TYLER CLIENT N ClD +p C .jB VI i V)O++ N N J: L C Q Q w C G a. U1 �. N O C C O W U C O W C In i 00 haj 4. t' O Q-. O_ c: -.O E. i:. to �. ,� b0 cO .� N 2. . O U C. . C M C > N E. U cQ.. !O . 2: v a) i J O U, .a .� 4p U W a U Q T U (O + E: } -O o E L u � v .. v ` N '� U C (O O fE Q. v.- -0 L U..'Q t10 a w E d E ] �O W cn x+ w (A -=� a LL U. .a: w F 0" a TASKS L a, i a) i v i v i v i L v L v . C.. a� C m C v_ C a,- C v. C a� C a� C v_ . C v C v C. a, U D U u' U U U: `c� 0 U Review contracted data conversion(s) A R I C C C C options Map data from Legacy System to Tyler I C I A C C R system Pull conversion data extract and populate the DCT -DB I f A C C R Run balancing Reports for data pulled and provide to Tyler I I A C R I Review and approve initial population of the DCT -DB A I C R I I Correct issues with data extract, if needed I C C A C C R 26/73 • ••• tyler •••••• • technologies 16-46 4.2.5 Standard 3rd Party Data Exchange Planning Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces. A Standard Interface is a real-time or automated exchange of data between two systems. This could be done programmatically or through an API. It is Tyler's responsibility to ensure the Tyler programs operate correctly. It is the City's responsibility to ensure the third party program operates or accesses the data correctly. The City and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Standard 31dParty Data Exchange Planning TYLER CLIENT N ) �. L M C: O OL w u w E ra i a a p o' ca a �'D c L U c� 4o o C O O . E aw h @ a m a _ U +, .c m M ` Q °' E o O +1 U U Ln � �- - M- a - S C U x U 2 .a a n +� o� o c a �. a. .O U c co. �. co Q o U a 'p LU E _ a E _ m 12 O LL w I- m Ln w + v+i + a +� LZ + U. +� a + i +� w + H 4-J+ a ; 4- TASKS W v W v- W c a c a c a c a c ar c a c a) c a c s c a c s U U U U U' U. U U U U U. Review Standard or contracted Data Exchanges A R .0 I I C Define or confirm needed Data Exchanges I C A C C R Develop integration specifications A R I C C I Deliver and review integration specifications with the City A R I C C I 27'73 �•:00 � Mer s� " torr r,�lr,Eit s 16-47 4.2.6 Modification Analysis & Specification Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The City reviews the specifications and confirms they meet City's needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler's intention is to minimize Modifications by using Standard functionality within the Application, which may require a City business process change. It is the responsibility of the City to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered and internally tested by Tyler, the City will test and approve those changes during the Build and Validate Stage. The below customizations will have a specification document developed by Tyler to be reviewed and agreed upon by the City: o Action to multiple permits in a single set ■ Able to print or change the status to multiple permits in a single action. o Template modification without leaving EnerGov ■ Modification of template and printing without exporting to MS Word and reattaching the report to the record.. User selects template from within a project. The template's variable fields automatically pulls data from the project (address, description, staff contact, etc.) The user is able to edit any portion of the document before they export, or store within the project. If authorized users want to make permanent changes to the template for the next user, they should be able to do so without the need for Crystal Reports. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed 28/73 • ••• •.•.. tyler • technologies 16-48 N J W ®•0 v N -0 a:Q? ((DD Q O (D M rD n n o rDD a CD O N (D a Oq v (D O n OrD o o * Q D o o Z) cn 3 N 0- O o Q- 3 3 (l(D O FD c: (D Q 3 (D n O =5 v dO 3 Tyler Executive Manager Tyler Implementation Manager v Tyler Project Manager r) Tyler Implementation Consultant Tyler Data -Conversion Experts Tyler Forms &.Reports Experts Tyler Modification Programmers Tyler Technical Support vier Sales -I ient, b Client St �. ClentR.r Client'F,c — :Client.Ct Client: P( CI ient; D( Client Er lie'nt. Tf Client,Up m 70 - 4..2.7 Forms & Reports Planning City and Tyler Project Manager(s) review Forms and Reporting needs. Items that included in the Agreement are all available Standard Forms and Reports and Forms and Reports included in the Agreement. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms &.Reports Planning TYLER CLIENT C 41 V)N� a) .- .-. bo E -�. w C a) Q. Q E ` C Q), .. O 0 ai N U w X w N . bO tO L E -0.U M. "CV O O OL O Q .0 _. .E a) N. -�: -p. C n3 _ h4 ca O CL a. Q O CL E c c , o c U U 1n C' 3 •L N U c6•. _. L: a1 >�- U N Q v O ¢ m 4- E .L -6 O s U ai v" QJ ;o c ,.m 3. O a •a/, -a C U -,'.L. .0 .� w . E E .o F� X .w +•+ . Ln L 7:.—C w U. a, w. a) �, a cn TASKS L L L L L L aJ 4J N N O! N N . N 'a) a)' a) a) ;:Lv a)= T a) , m ,97 2 Review required Forms & Reports output Review and complete Forms options and submit to Tyler I I A R C Develop specification documents) AR I Cp. :I _" C Review in Scope Reports A R I. C C" Identify additional Report needs I C A R ' " .' C Add tasks to Project schedule A R 1 C C 1` l I71" 30/73 ®® tyler ® technologies 16-50 4.2.8 System Deployment The Tyler Technical Services team installs Tyler Applications on the server (client -based) and ensures the platform operates as expected. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed s - TASKS Install contracted software on server Ensure platform operates as expected I; Tyler Inte TYLER 3ordmation & R[gnning +1 C N L L N: J'..:: E C C QCL D_ E m: U ..s o E CU �' .'� a) �G N U .w w Ga t OL Q c O ov O, O d a ,P C. O N. O M O. U: + a) -p L. V�- X cu.O N 0 CL c O N C N! 0 UO , a: W O N G ¢¢� C c e e c I a G aJ O 06 - U U A) .ar NU -ai aj iE 'E cu '. m Nc N Q .O Q N L Q U QJ LU a D U `3 H <n `v a� 3ordmation & R[gnning - N: J'..:: ..0 C . o_ N.. E m: U ..s o E CU �' .'� N a). ,P C. O N. Q) M N U: + a) -p L. V�- X cu.O N 0 (�C.. j L O N C N! 0 UO , a: c e e c I :c. c- c c c .c c A) .ar m -ai aj a) m cu '. m 31/73 00 0.00 tyler �., e technologie s 16-51 4.2.9 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.2.9.1 Assess & Define Stage Deliverables Completed analysis and review of Questionnaires o Objective: Gather, document, and review information related to City business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria: City acceptance of completed Questionnaire based on thoroughness of capturing all City business practices to be achieved through Tyler solution. Prototype Development o Objective: To have a sample set of the design documents configured to gain a better understanding of the operations of the application based on the defined design documentation. o Scope: Configure and Walk Through 12 City selected Business processes that will include: ■ Successful demonstration of the prototype per approval by the City (demonstration of the prototype shall not warrant automatic acceptance; prototype should be considered near -final and reflective of design discussions to -date) ■ Feedback, outcomes, and findings to be considered for the subsequent implementation efforts o Acceptance criteria: Complete configuration of 12 business processes selected by the City based on design definition documents, Demonstration and acceptance of the walk through of the 12 business processes. Data conversion summary and specification documents o Objective: Define data conversion approach and strategy o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion document(s) delivered to the City, reflecting complete and accurate conversion decisions. Modification specification documents o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets the City's needs o Scope: Design solution for Modification o Acceptance criteria: City accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements and receive supporting documentation. Completed Forms options and/or packages o Objective: Provide specifications for each City in Scope form, Report and output requirements 32/73 ®�0� tyler s•••e� • tpcnnoiogie4, 16-52 o Scope: Complete Forms package(s) included in agreement and identify Reporting needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation Installation checklist (System Deployment) o Objective: Installation of purchased Tyler software • Scope: Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training, unless the City is hosted. o Acceptance criteria: Tyler software is successfully installed and available to authorized users, City team members are trained on applicable system administration tasks. 4.2.9.2 Assess & Define Stage Acceptance Criteria Tyler software is installed Assessment Training is complete Required Form information complete and provided to Tyler Current/Future state analysis completed; Questionnaires delivered and reviewed Prototype Case Types developed by Tyler Data conversion mapping and extractions completed and provided to Tyler 33 / 73• •0W. tyler • terhnnlogws 16-53 4.3 Build & Validate (Stage 3) The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City's needs identified during the Assess and Define Stage, preparing the City for Final Testing and Training. 4.3.1 Configuration & Power User Training Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. Tyler staff will train the City Power Users to prepare them for the Validation of the software. The City collaborates with Tyler staff iteratively to Validate software configuration. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Configuration& Power User Training TYLER CLIENT L N a--� � L L_ is J - 4"1 Ln C a) a w .Q Q ` L C O '+� L hD U C O 0 - O d L O a C O E ro N N �. �.. Qi _ __ -� -. M U �. L o M M+ a� L O a N c O a cn a N U e ro c n a) +� N v O ~ U O N : V a) �" C O U 66 i17 M U � U > +� 17a C i -� U - � C O N. �. .�. L a1 E- ++. N v>. .. U . L ++ 0) N _-O f0 N O O C U Ln U X Z U . CZ �.. M C O W C N. ` a. w a 0� n w V) a L U a 0. w H a D TASKS v a� v v v v v a`) c v :. `v c v c v c. v c c c c c c a U U U U' U U U U' U U U' Perform configuration A R I R I Power Users will receive configuration training. It will include configuration of permits, plans, inspections, users A R .I C: 1 C I security, workflow, fees, custom fields for process Perform ongoing reviews and testing A R ( R 1 as configuration progresses Resolve any system issues, corrections, and changes identified for A R I R I applicable owned configuration Validate configurationI C A C R C 34/73 ••::�• tyler •• echnologles 16-54 4.3.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from the City, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler, the City reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively, Tyler collaborates with the City to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Data Conversion & Validation TYLER CLIENT N L 0 . aJ +aLn a) E J cc c 5 Q N a Q M C N s Q �O U w w ao o N }Nr }� E U CO C O W CQ O O +' 00 O a O Q_ O E. bD c0 co ai M:Ln -0 ++ . O O (6 �. J O 0. U Q) 2: Q v C o Y U U > OA U C.. O � 1 v (6'i— '� U a. -a � U O C ra ?i Q. -0 U O W Q_ � Q. +� M o O. U a) N M w N Ln a`_ U U a.0 : 0 w a TASKS i v v v v c c c.. c c C �.� ,C c v c v (V v ,v a) a) v a) v v a) W ? _ — -. U ._ U ._ U ._. U ._ U _ U . .—, U ._ .0 ._ U ,_ U Write and run data conversion program against Client provided DCT- A I C R C DB Complete initial review of data errors A I C R I I C' Review data conversion and submit I C I A C R C needed corrections Revise conversion program(s) to A I C R I I C C correct error(s) 35/73 so tyler ®� iechnnlaaies 16-55 4.3.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and the City tests each Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3. Standar4'3rd Parry,Data Exchange Validatidn TYLER CLIENT' ; i� C }+: L C N cu Q w X E N y M 0 :LL D N OD .0 U C W C: LU �- .UO O ' O 'O -y N to 'O E;' :.0. .�.' ..� ,.N- '0... U. C.. �., C O b0.0 O O d O_ . ; 0 t10 �. f6 ..� y , CU . J 0 U.. C C j. cc O N ' U <O N. a) 00 +7 v EE v v v U Cn E � a t � - 7 i ti' 'o '(J 00 �. v - 4 C0 =) U . b LU E a E LLB ai aV) m Ln .w N: a : au a c) w. F- a: Aj . TASKS L - L a : . ; c ai U u v U.v u U v v 'U �av .. Train Data Exchange(s) processing in Tyler software A R C. I I: I C. Develop, review, and internally test in scope non (Tyler to Tyler) integrations A C R I': l I;: C C• Coordinate 3rd Party Data Exchange A C. .` C R': activities Test all Standard 3rd party Data Exchange(s) I C A C 1- R C . 36/73 0Is tyler technologies 16-56 4.3.4 Modification Delivery & Validation Tyler delivers in Scope Modification(s) to the City for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. The below are the in Scope Modifications to be developed for this implementation: o Action to multiple permits in a single set ■ Able to print or change the status to multiple permits in a single action. o Template modification without leaving EnerGov ■ Modification of template and printing without exporting to MS Word and reattaching the report to the record.. User selects template from within a project. The template's variable fields automatically pulls data from the project (address, description, staff contact, etc.) The user is able to edit any portion of the document before they export, or store within the project. If authorized users want to make permanent changes to the template for the next user, they should be able to do so without the need for Crystal Reports. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Modification Delivery & Validation TYLER CLIENT + N o a! v ` E J -1C CO�. �L fDX 0- CL M .. i aJ. N.. O �. W U w w m O' _ L. tlO �) E n3 -0U1 U ,�. C .O W O .� L a Q. CE m CU �M C:... .. S L 11 U U .4_ 7 Ci �._ 4' a) a) Q 'Q Q+ i O U X + i. 7 -C O a) c a) Q X E- E o o a)n w <n. a_ Li -U .a., o .w .a. Z TASKS - - - -e v v� m c ai c a) c v '. c. T c a� c v c T c ,2 c v .c a,. Develop and deliver contracted modified programs) A IC I R I C I C I C Test contracted modified program(s) in isolated database I C C A C R C' Report discrepancies between specification and delivered contracted I 1 I A R C C modified program(s) Make corrections to contracted modified program(s) A I C I R I C C' 9 Deliver modifications documentation A R I. C. C I 37/73 000 so ' se•��� • ty 16-57 4.3.5 Forms & Reports Validation Tyler provides training on Standard and Custom Forms/Reports and the City tests each Standard and Custom Form/Report. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Forms &'Reports Validation TYLER CLIENT C y O to OE CU X fl.. � L :� y) 7S O O. L U w h0 OL L o .— � N O L n E. tlO0 N C1D' � ;' 2: 70 a� G f0 �, C' �. !0 - .0) (5 .O v� f!1 O ' f6 (0 ' �.: O C C: J O O . U . N >. N 2 N C O Cz °� C. O M U > CD C �' C O � E::. a7 a, .0 t. ' �. : U O N O U m v� E: ;t= 16 - C L :v N L '.N � V C C- t0.:_ (0.. O: -O ,� C OJ O .M. b+ a 7cv L' N O .c. al fa LU ..In ,. 4 w U.. a Q)LX C):: w TASKS L. 'L L L L. L L L L 'C C G :C ",G C '.E: 'C C'. C.. C' v v v v :v . aj m ,.v v ;a, V:. v ,v To A! — — — — — — — — — — Standard Forms & Report Development A R Deliver and review list out -of -the box standard reports, documents, dashboards and search consoles in order to identify any gaps in report A R coverage that may require custom report development Review and Internally test developed A R Forms & Reports Test Standard Forms & Reports I C 38/73 0�0 0 0 00 tyler 0 technologies 16-58 4.3.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing & Training Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.3.6.1 Build & Validate Stage Deliverables Initial data conversion o Objective: Convert Legacy System data into Tyler system o Scope: Data conversion program complete; deliver initial converted data for review o Acceptance criteria: Initial error log available for review Configuration of EnerGov o Objective: Configure in -scope transactions based on definition documentation o Scope: Configure the system based on the defined scope. Tyler to support the City and review their work after completion of the Case Types they own to configure o Acceptance criteria: All Case Types in scope are configured and internally tested by responsible group Data conversion verification document o Objective: Provide instructions to the City to verify converted data for accuracy o Scope: Provide self -guided instructions to verify specific data components in Tyler system o Acceptance criteria: City accepts data conversion delivery; City completes data issues log Installation of Modifications on the City's server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software o Scope: Program for Modification is complete and available in Tyler software, Modification testing o Acceptance criteria: Delivery of Modification(s) results in objectives described in the City - signed specification. Standard Forms & Reports Delivered o Objective: Provide Standard Forms & Reports for review o Scope: Installation of all Standard Forms & Reports included in the Agreement o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4 4.3.6.2 Build & Validate Stage Acceptance Criteria Configuration & Power User Training completed Application configuration completed Standard Forms & Reports delivered and available for testing in Stage 4 Data conversions (except final pass) delivered Standard 3' party Data Exchange training provided Modifications delivered and available for testing in Stage 4 The City and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. 39/73 ••�040 tyler • Pchr o1c)8ies 16-59 4.4 Final Testing & Training (Mage 4) During Final Testing and Training, Tyler and the City review the final Cutover plan. A critical Project success factor is the City understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.4.1 Cutover Planning City and Tyler Project Manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the City for success. RACI MATRIX KEY: R = Responsible A= Accountable C = Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT . }J i CO. 0 in i- C L Nv Q w Cl E Q1 N. N. � O 0 � aJ lao2c U LU C W qo i_ O .1 ` E: N :.D' CO') C. M C C O CU OA C O O .0Ln O a O CL C p E: .. t1q ca CSU a1 : M _ L� .+-. vii O `M G cQ c n > n (r C O N a Q) U C cc� CD. C �._ Ln " c Q) H W — . O 'O U.. C a1 C . Q) COzi N M > t]A G C 0 Q).. E N ~ GJ _ v m E 0 v ar E C M 3 Q o v 'p o N w Q E — O d Q E +� O U D of 6i x w +, V) " a Z3 s s U: O a N 0 C w a) H i a - a T TAS KS v L v L v a� v v T L m c v c ai c v c .a) QJ. Qz c' Q_r c' a) +1 c' . Q) c v c Q) T�� U ,U u U U U U U `U U .0 Cutover Planning Session A R C 1 C C. C C C C Develop Production Cutover Checklist A R C I C C II C Provide and review the documented 1--i A R C I C C I I C Cutover Strategy 40/73 ®0018 faiyler •0 0 j • technologies 16-60 4.4.2 User Acceptance Testing (UAT) The City performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 User Acceptance Tesfiing (UAT) 41/73 tyler ®® ierhna9r.�ie 16-61 TYLER CLIENT ' N O cu .CO CO =3 t .E L C O. Q N". O 0. C c c �^ o. O ; f ai ao a ca &.. v vi C . o GO o g 0 0- Q o CL .:'M _., °nOL o 2C�. C > O N 0, U CO O) �.: N. J.. 00 U. U N v aJ m E 4- 'p UW. CO 3. Q u' 'p .bA Xi E f0 O LL N f0 W N d lL U' a 0 'w �-- d M, TASKS v v a`i `m v c c c c' : c c' c c C. a._ . U.. - ..0 - U - U - U - U - U — U. - Deliver Test Plan for User Acceptance A R .0 I: Testing Run data conversion program against Client provided DCT -DB in preparation A I C R C for User Acceptance Testing Conduct User Acceptance Testing A R C I I I, Training Perform User Acceptance Testing I C A, R C C' C. 1. C Resolve identified issues during A R C C I:: Cw. System Acceptance Testing Accept modified program(s) I I I A R C .: I'' C :C Z. Validate Report performance I C C A C' . " R T :C Lu 41/73 tyler ®® ierhna9r.�ie 16-61 4.4.3 End User Training End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day-to-day City processes that will be delivered via live training sessions. Tyler provides training as defined in the Agreement. City users who attended the Tyler sessions may train any City users not able to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 End User Training TYLER. CLIENT . . N. t t In .L ` c ro 3 ch C 0 a, Q x 'UJ a w .E E m 40 O cu N tj E $ O m N 00 .hNO U CO .00 : O �. 't p . E m y o.: N U. C u c io N 0 0 ❑. V)j d vI .E O U.C° C ._ � c .: . M fn 0 4J C. N. N j ti p .:O U. a) .. 0 dS' M v 75 0 ... . c u . 0' dOD i t+. v) .. t cu -0 U v a v a n+ ca E a s v: �. x W. :+� o 6 c �.:t ro. 3: : o CL m. a c a x E o`_ .o. '� FO- �n w +1 in } a ++ LL a U 4: a '4� 4w w 1— ++ a- 4- .� TASKS v v �- a� a� L a� L L v L v L ai. 'c v c c c .c c a� c' .4: c '.c c c. Coordinate training logistics and A R C. I. I I1. I schedule Produce, deliver and review standard administration and end-user training A R C: I I I I I. materials for Tyler -owned build and configuration Run data conversion program against Client provided DCT -DB in preparation A .I. :C R C for end user training Conduct user and administrator A R. C I I I I. L training sessions Provide Tyler's Training Lab A. R C. 4.4.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production Cutover Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.4.4.1 Final Testing & Training Stage Deliverables Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System, dates) for first processing in Tyler system, contingency plan for processing o Acceptance criteria: Definition of all pre -production tasks, assignment of owners and establishment of due dates User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope: Testing steps for Standard business processes. o Acceptance criteria: Testing steps have been provided for Standard business processes. 4.4.4.2 Final Testing & Training Stage Acceptance Criteria Production Cutover Checklist delivered and reviewed Modification(s) tested and accepted Standard 3rd party Data Exchange programs tested and accepted Standard Forms & Reports tested and accepted User acceptance testing completed Standard administration and end-user training materials for Tyler -owned build and configuration delivered Training completed 43 / 73Go 0s06� tyler technologies 16-63 4.5 Production Cutover (Stage 5) City and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City begins processing day-to-day business transactions in the Tyler software. Following production Cutover, the Tyler team resolves functional and technical issues that are not functioning and/or operating according to specifications. City transitions to the Tyler support team for ongoing support of the Application. 4.5.1 Final Data Conversion The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The City may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Final Data Conversion TYLER - CLIENT L C ` N L ` J. M C (6 N CO O. L L M '` N a) Vf N U X W w b4 L O_ L' n E. n3 '_. Om U C c C O tt0 C O C L O OL d O. O 0 c N � .n3 . N. S' +, a). 'L C c>�=y i Q C Q `� .Q. ai O U C _I. C `-. V, C cu ^ J O. 0. U v Q) 2c G Q) 0 W U U C U C O � �. ((, N .("(.. F U �. U U 41 U N . E v "O C s a) a� O. C c .M ns ❑.. = -p . U . v O^ .`L° to w Q � Q E a--� p L p U a) n. X. w a!Ln .. 4. Ln L a 7 W L. U O a a) 0 C w. aJ L Q TAS KS L v _� L v L U L v L v L a� L v L a, L a� C v. v v v 1 v. - v aJ a� a� v � v > a > iJ U U -U 'U .0 ci u U Provide final data extract of the DCT- C I I A C` f I 1 I R DB Provide final extract balancing Reports I I A C R f Convert and deliver final pass of data A I I R I 1 1 C. Validate final pass of data I C C I A C R C. Conduct Production import of data from DCT -DB in master EnerGov database into the production A I C R I I I C - environment 44/73 ® 0 so 40 tyler ® techrlologies� 16-64 4.5.2 Production Processing & Assistance Tyler staff collaborates with the City during Production Cutover activities. The City transitions to Tyler software for day -to day business processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Production Processin & Assistance TYLER CLIENT C 12 y �. .L O f0 t�. N E J_ .". C .�. CU = to C (V Q Q . ,_ a) .0 ar. 'tn O' O i-. O coo C C 0 N ao C 0 C 0 P 0.. O O. C O •� o 6 a) =' -0p +' ai -O ' o M C: M0+ a) W O vI N U . m N ..a) n J O U a •� a m E � ':v �. o c M 3 Q v' o .m v w o a E o �. — N X w ..cn � ," o. = U O a ai p c w ',U H a- o; D L J 4-- TASKS a, L - - i -- c W c_ v '.Lu c v c a! v c v. C, a� c` a1 c, a� c .(U G u 0. � u u tom.., ,cam Production processing C; C I_..I A. R R R. R R R I I: Provide onsite pre and post A R C 6: C C. 'C'. C C .0 production support Provide technical and functional user support, assist, and resolve customer A R C - -I C C C` C C. C as issues arise 45/73 tyler •®• ,, • technologies 16-65 4.5.3 Transition to Tyler Support Tyler Project Manager(s) introduce the City to the Tyler Support team, who provides the City with day-to- day assistance following Production Cutover. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGES Transition to Tyler Support TYLER CLIENT`, ba E C: a fl- E v c .o voo. v U° w LLJ io obo .N .€ v, c C: o tin o ai 0 o a a o o iv ,� _` CO °� o m.. m C' Cao �' -C 7 (UCL Qj.. 0:..:- J,_'.6...� C.; '.v. -O TASKS Develop internal support plan Define strategy for on-going Tyler support and conduct transfer to Support meeting "Wiwi Wiwi Wlvlvl"Qi la, u 4� : tip...:: U C N 10 -C z a LL U 'LU A I C R C. C c C I'' I C 46/73 06 tyler ap technologies 16-66 c. co C . > aO .� O Ln j U1 .N . c. U U. .E N.. Nv Q N '0 Qc0c U ti q U h N W a- - 0 LE G aj 1- N "Wiwi Wiwi Wlvlvl"Qi la, u 4� : tip...:: U C N 10 -C z a LL U 'LU A I C R C. C c C I'' I C 46/73 06 tyler ap technologies 16-66 4.5.4 Schedule Post -Production Services Tyler provides post -production services. Prior to scheduling services, the Tyler Project Manager(s) collaborate with City Project Manager(s) to identify needs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post `Production Services TYLER CLIENT + y 0s O a) 41 N J C cCov Ca a) a O�: 12 O tw U wX w in tw o E o U c�a C O ua O C Otd0. O O O_ E � M � 4: _ N. c0 y_ `O M 1r, 4� - 0 VI.� U .. N. U, c6 .N. G 7 al a) E C t N : V a) a1 U C. 3" co 'n -a .CL a)x Q O: O ro +' 8 : O U a) v X a� 4+ 'o i c O �a L'. O ar C v a) O i` Q X i E c0 O a1 (6 LL! ' N d U_ ' U a Q W.. •. a TASKS . `m v v v v m� a� . � ai c v s 'v .c v `c ' a� c v C. a�- C a) C v E. � E. : ) U..0 .0 U. U ..0 U:'.tJ Identify topics for post -production C .0 A R I services Schedule services for post -production A R I C. C I C I" topics 47/73 00 ••V.. tyler ®• tec,rinologies 16-67 4.5.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler's receipt of this Stage Acceptance. 4.5.5.1 Production Cutover Stage Deliverables Final data conversion o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase o Acceptance criteria: Data is available in production environment Support transition and support documents o Objective: Define strategy for on-going Tyler support o Scope: Define support strategy for day-to-day processing, conference call with City Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support o Acceptance criteria: the City receives tools and documentation to contact support and understands proper support procedures. 4.5.5.2 Production Cutover Stage Acceptance Criteria Final data conversion(s) delivered Processing is being done in Tyler production Post -cutover functional and technical issues resolved Transition to Tyler support is completed Post -live services have been scheduled 48/73 �a•�®. 0 tyler ,chl lologies 16-68 4.6 Phase/Project Closure (Stage 6) Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project. The City moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support). 4.6.1 Close Phase/Project The City and Tyler Project Manager(s) review the list of outstanding Project activities and develop a plan to address them. The Tyler Project Manager(s) review the Project budget and status of each contract Deliverable with the City Project Manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT C �n a E J.. +, C (D n C a) Q Q a-1 u N ccC G C U C W . C LU i tw �. ` O O. C'.� N � . M' a) (� C. C M O_ +-+ W M _O +-+ i O 0 4. O- Q O Q E ,.h0 �p . C r0. .� toy :.._ a. <o M.:O . N c r° c > W C O N U m L N .v n II O. U W w 2 w C U N a > z3 hD C - E -F- a) O v W a U •o Q o m v_- ...E v a, a1. 'o. U C C M 3 M 0- -a U a1 ,o. L oo W E E 0 �O LU� N CL LL. U d 0 LU � 4-Jc d TASKS L.. W L. v .. 2 L. a� v L� v T c v c (U c .v c W I �'c, .a): v ai ai : L T c T T U U —0.1 U U U 'U U .0 U .0 Review outstanding Project activities and develop action plan A R C C C I C I C Review Project budget and status of contract Deliverables A R I` I C 49/730 •®::0 ty!er��triies 16-69 4.6.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project. 4.6.2.1 Phase/Project Closure Stage Deliverables Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed. 4.6.2.2 Phase/Project Closure Stage Acceptance Criteria Outstanding Phase or Project activities have been documented and assigned Phase/final Project budget has been reconciled Tyler Deliverables for the Phase/Project are complete 50/73• •.::• tyler •• technologies 16-70 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles. 5.1.1 Tyler Executive Management Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City's overall organizational strategy. Authorizes required project resources. Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. Acts as the counterpart to the City's executive sponsor. 5.1.2 Tyler Implementation Management Acts as the counterpart to the City steering committee. Assigns initial Tyler project personnel. Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process. Attends City steering committee meetings as necessary. Provides support for the project team. Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. Monitors project progress including progress towards agreed upon goals and objectives. Will provide references with contact information on the proposed key Tyler project team members. Specific selection for key Tyler project team members is available to the client. If Specifc selection is required then Client is subject to current project resourcing capacity which may affect timelines. Provide assurance that the Tyler resources assigned to the team will remain in the project until completion. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of resources between departments, management of the project budget and schedule, effective risk and issue management, and is the primary point of contact for all Project related items. Contract Management o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. 51/73 ®�0� ty � ` ®Goo e tec;Prioiogies 16-71 Planning o Prepares and presents contract milestone sign -offs for acceptance by City project manager(s). o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. o Update and deliver Implementation Management Plan. o Defines project tasks and resource requirements. o Develops initial project schedule and full scale Project Plan . o Collaborates with City project manager(s) to plan and schedule project timelines to achieve on-time implementation. Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with the City to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Manages project changes including a scope change, configuration change, or a simpler general change. All changes are identified and immediately communicated to Client Project Managers through a prescribed change order request form which must be signed and agreed to prior to change implementation and before project plan or deliverable adjustments are performed. o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget. o Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the City any items that may impact the outcomes of the Project. o Collaborates with the City's project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. o Sets a routine communication plan that will aide all project team members, of both the City and Tyler, in understanding the goals, objectives, current status and health of the project. Team Management o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and adjusts as necessary. o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates with in Scope 3rd party providers to align activities with ongoing project tasks. 52/7300 �� ty ler ®,. ter,;htioIogiens 16-72 5.1.4 Tyler Implementation Consultant Completes tasks as assigned by the Tyler project manager(s). Performs problem solving and troubleshooting. Follows up on issues identified during sessions. Documents activities for on site services performed by Tyler. Works with the Tyler Project manager to accurately measure quality and drive process improvements across the project. Provides conversion Validation and error resolution assistance. Recommends guidance for testing Forms and Reports. Tests software functionality with the City following configuration. Assists during Production Cutover process and provides production support until the City transitions to Tyler Support. Provides product related education. Effectively facilitates training sessions and discussions with City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. Conducts training (configuration, process, conversion Validation) for Power Users and the City's designated trainers for End Users. Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project Plan. Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. 5.1.5 Tyler Sales Provide sales background information to Implementation during Project initiation. Support Sales transition to Implementation. Provide historical information, as needed, throughout implementation. 5.1.6 Tyler Software Support Manages incoming client issues via phone, email, and online customer incident portal. Documents and prioritizes issues in Tyler's Customer Relationship Management (CRM) system. Provides issue analysis and general product guidance. Tracks issues and tickets to timely and effective resolution. Identifies options for resolving reported issues. Reports and escalates defects to Tyler Development. Communicates with the City on the status and resolution of reported issues. 5.1.7 Tyler Data Conversion Experts • Validates client data files are in proper format. • Guides and supports the City during the population of the DCT -DB • Develops customized conversion programs to convert Legacy System data into the Tyler database for production use according to defined mapping. • Provides error Reports on unsupported data conditions and the merging or normalization of data fields. 53/73 ®�� tyler 00000 0 technoloe'ies 16-73 • Assists the City with understanding and interpreting error Reports. • Performs changes and corrections to customized conversion programs as the City discovers data anomalies and exception conditions. 5.1.8 Tyler Reports/Forms Experts • Provides specifications for all Forms & Reports in Scope. • Reviews requirements for Peripherals and Consumables • Conducts review of City's form mockup sheets. • Develops final form designs. • Configures and installs Forms software and approved Forms. 5.1.9 Tyler Development • Programs and incorporates Modification(s) per the specifications into the base product. • Performs internal quality assurance by developing technical and help documentation. • Provides software updates and defect fixes. = City resources will be assigned prior to the start of each Phase of the project. One person may be assigned to multiple project roles. 5.2.1 City Executive Sponsor Provides clear direction for the Project and how the Project applies to the organization's overall strategy. Champions the Project at the executive level to secure buy -in. Authorizes required Project resources. Resolves all decisions and/or issues not resolved at the City steering committee level as part of the escalation process. Actively participates in organizational change communications. 5.2.2 City Steering Committee Can interview and select the key Tyler project team members (Project Manager and Functional Lead). Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. Attends all scheduled steering committee meetings. Provides support for the project team. Assists with communicating key project messages throughout the organization. Prioritizes the project within the organization. Provides management support for the project to ensure it is staffed appropriately and staff have necessary resources. Monitors project progress including progress towards agreed upon goals and objectives. Has the authority to approve or deny changes impacting the following areas; o Cost o Scope 54/73 400 0® 00 9 i ��� tyler •1 lechnologle's 16-74 o Schedule o Project Goals o City Policies 5.2.3 City Project Manager The City shall assign project manager(s) prior to the start of this Project with overall responsibility and authority to make decisions related to project Scope, scheduling, and task assignment, and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from City to participate in discussions and make decisions in a timely fashion to avoid Project delays. Contract Management Planning o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and budgetary compliance. o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for City project team. o Collaborates in the development and approval of the initial Project Plan and Project Plan. o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve on-time implementation. Implementation Management o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole, that is also in balance with Scope/budget. o Collaborates with Tyler Project manager(s) to establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project. o Collaborates with Tyler Project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project. o Routinely communicates with both City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members. Team Management o Acts as liaison between project team and stakeholders. 55/73 tyler sp ochnologws 16-75 o Identifies and coordinates all City resources across all modules, Phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and takes corrective action, if needed. o Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3 d party providers to align activities with ongoing Project tasks. 5.2.4 City Functional Leads Makes business process change decisions under time sensitive conditions. Communicates existing business processes and procedures to Tyler consultants. Assists in identifying business process changes that may require escalation. Attends and contributes business process expertise for current/future state analysis sessions. Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions. Provides business process change support during Power User and End User training, Completes performance tracking review with client project team on End User competency on trained topics. Provides Power and End Users with dedicated time to complete required homework tasks. Act as an ambassador/champion of change for the new process. Identifies and communicates any additional training needs or scheduling conflicts to City project manager. Prepares and Validates Forms. Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Presentation o Implementation Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of City resources o Attendance at scheduled sessions o Change Management activities o Modification specification, demonstrations, testing and approval assistance o Conversion Analysis and Verification Assistance o Decentralized End User Training o Process Testing o User Acceptance Testing 56/73 tyler®O WS 0 16-76 5.2.5 City Power Users Participate in Project activities as required by the project team and project manager(s). Provide subject matter expertise on City business processes and requirements. Act as subject matter experts and attend current/future state and validation sessions as needed, Attend all scheduled training sessions. Participate in all required post -training processes as needed throughout Project. Participate in Conversion Validation. Test all Application configuration to ensure it satisfies business process requirements. Become Application experts. Participate in User Acceptance Testing. Adopt and support changed procedures. Complete all Deliverables by the due dates defined in the Project Plan. Demonstrate competency with Tyler products processing prior to Production Cutover. Provide knowledge transfer to City staff during and after implementation. 5.2.6 City End Users Attend all scheduled training sessions. Become proficient in Application functions related to job duties. Adopt and utilize changed procedures. Complete all Deliverables by the due dates defined in the Project Plan, Utilize software to perform job functions at and beyond Production Cutover. 5.2.7 City Technical Support Coordinates updates and releases with Tyler as needed. Coordinates the copying of source databases to training/testing databases as needed for training days. Extracts and transmits conversion data and control reports from City's Legacy System per the conversion schedule set forth in the Project Plan. Coordinates and adds new users and printers and other Peripherals as needed. Validates all users understand log -on process and have necessary permission for all training sessions. Coordinates Interface development for City third party Data Exchanges. Develops or assists in creating Reports as needed. Ensures onsite system hardware meets specifications provided by Tyler. Assists with software Installation as needed. 5.2.8 City Upgrade Coordinator Becomes familiar with the Software Upgrade process and required steps. Becomes familiar with Tyler's releases and updates. Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City's Software Upgrade process. Assists with the Software Upgrade process during implementation. Manages Software Upgrade activities post -implementation. Manages Software Upgrade plan activities. Coordinates Software Upgrade plan activities with City and Tyler resources. Communicates changes affecting users and department stakeholders. 57/73 a ®:�:, tyler �� technologies 16-77 Obtains department stakeholder sign -offs to upgrade production environment. 5.2.9 City Project Toolset Coordinator Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler Community, Tyler Product Knowledgebase, SharePoint, etc. Conducts training on proper use of toolsets. Validates completion of required assignments using toolsets. 5.2.10 City Change Management Lead Validates users receive timely and thorough communication regarding process changes. Provides coaching to supervisors to prepare them to support users through the project changes. Identifies the impact areas resulting from project activities and develops a plan to address them proactively. Identifies areas of resistance and develops a plan to reinforce the change. Monitors post -production performance and new process adherence. 58/73 $ •••• tyler ®• tec.hnofogies 16-78 6 Glossary Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user, Change Control r Asystematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved, The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. Change Request FA form used as part of the Change Control process whereby changes in the Scope of work, timeline, resources, and/or budget are revised and a agreed upon by participating parties Consumables i Items that are used on a recurring basis, usually by Peripherals. I Examples: paper stock or scanner cleaning kits. ------------ Control Point j Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met, or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover I The point when a client begins using Tyler software in production. i ................ _.. _ .... __..__-- Data Exchange A term used to reference Imports and Exports, and Interfaces which fallow data to be exchanged between an external system and Tyler j software. Data Mapping The process of mapping fields from the Legacy System to the Deliverable Interface 59/73 appropriate location in the new system from one or more sources. A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time. The person for whom the software is designed to use on a'day-to-day basis. . A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. A real-time or automated exchange of data between two systems. • ••:•:�• tyler ®• technologies 16-79 ................. ........ ....... ... _ . _.. Install i References the initial installation of software files on client services and preparing the software for use during configuration. The version currently available for general release will always be used during the initial install. The system from which a client is converting. Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases. ------_........ ____ __._ _____.._.___ __ .__ ......___ ................... _-------- 1 Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan I and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project 60/73 � �t� tyler e�•��� 16-80 scheduling and resources. ____..........__.._ Questionnaire j A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. i __ ...___.__.._...._... _... _.._____.. _....... RACI .......... A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 60/73 � �t� tyler e�•��� 16-80 References the act of updating software files to a newer software release. .. _..._....... ..... ...._ . __.... _._ __ The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Representatives of the Tyler implementation team will meet with key client representatives to present high level P?*Oject expectations and ' outline how Tyler and the Client can successfully partner to create an environment for a successful implementation. ! Statement of Work (SOW) i C. Test Plan ! i Validation (or to validate) _. . .. Work Breakdown Structure (WBS) 61/73 Included in the base software .(out of the box) package. Document which will provide supporting detail to the Agreement j defining Project -specific activities and Deliverables Tyler will provide to the client. ..__ ._.__.._._ .... _ Describes the testing process. Includes "Test Cases" to guide the users through the testing process. Test cases are meant to be a baseline for core, processes; the client is expected to supplement with client specific 4 scenarios and processes. I The process of testing and approving that a specific Deliverable, process, program or product is working as expected. _ _ _ . _ _.........._. ... -__._ _... A hierarchical representation of a Project or Phase broken down into smaller, more manageable components. I • •®•••�tyler ® technologies 16-81 7 Tyler Resources Purchased Tyler's complete EnerGov proposal as set forth in the Investment Summary have been defined within the project as follows: O Estimated Timeline of 16 - 18 months 7.1 Expenses in Scope This project is a fixed cost milestone project with the exception of report development which will be treated as billable effort with Time and Materials. The below numbers represent the estimated hours to complete the work that is in scope that were identified during the negotiations process. It is the deliverables in the Business Scope for the three phases below are what should be abided by for the implementation of this project. O Project Management Services = 788 resource hours O System Configuration Services = 2229 resource hours O GIS Analyst Services = 20 hours O Assessment Training = 80 resource hours O End User Training & Production Support = 416 resource hours o Configuration Training = 80 hours o UAT training= 40 hours o End User Training =160 o On Site production support =136 O Report Development Services = 330 resource hours O Data Conversion Services = Included utilizing the DCT format of conversion with two separate data conversions O Integration Development Support = 80 resource hours O Custom Modification Development Services = See below for custom modifications O Travel Expense Estimate based on 35 on-site trips (where a "trip" is defined as onsite travel of up to five business days) NOTE: A typical "onsite week" is onsite at the customer site Monday—Thursday at an expected duration of 8 hours per day. Exceptions may apply to best serve the needs of the project. 7.1.1 Business Scope — Phase 1 O Project management and implementation services are based upon the timely delivery of up to 115 unique business process transactions. The list of Case types to be implemented can be found in section 7.1.4 of the SOW. Within this framework, the implementation will be following a shared services model whereby the level of responsibility differs based on when Tyler Leads & Owns compared to when the City leads and owns in the following manner: o Tyler Leads & Owns: ■ Assess & Define activities up to: • 105 unique business processes Transactions • 0 BMT business process Transactions 0 2 Custom Modifications • 18 Geo -Rules 62 / 73s •�::� tyler �� terhnolopies 16-82 • 25 Automation points ■ Configuration, Internal testing, and UAT resolution of up to: • 85 unique business processes transactions • 0 BMT business process transactions • 2 Custom Modifications • 8 Geo -Rules ■ 5 Automation Points o The City Leads & Owns: ■ Configuration, Internal testing, and UAT resolution of up to: • 30 unique business processes transactions o The City will have the right to elect which transactions they will be responsible for to Lead & Own out of the 115 transactions. • 0 BMT business process transactions • 10 Geo -Rules • 20 Automation Points O Applications that are currently available online through Accela Automation will also be available online during phase 1 within CSS O Although eReviews will not be installed or implemented until Phase 3, it will betaken into consideration while Phase 1 configuration is occurring o Custom Reports/Output documents within scope : The City will select the reports to be developed by Tyler from the list in section 7.1.4. They will have 330 development hours within their budget for Tyler to develop reports that will fall into one of 3 categories listed below. Any reports not developed by Tyler from the list in section 7.1.4, would be developed by the City.Custom Report [est at 12 hours] — Ground up module level custom report based on client specification. A custom report returns data from multiple records based on selection criteria. o Custom Forms/Letters [est at 5 hours] — Ground up single record custom report based on client specifications. A form/letter returns data from a single record in energov (permit, code case, etc) o Dynamic Document Modifications [est at 2 hours] —Select an existing dynamic document or form and add/remove fields to create a custom version for your jurisdiction. Must start with an existing document. O Integrations: o Inherent Integration ■ CA State Licensing integration o Tyler to Tyler Integrations ■ Munis GL ■ Tyler Cashiering ■ Deposit Accounts - Manage deposit accounts in EnerGov with full Munis GL integration. Able to distribute funds across multiple org/objects using Munis projects. Payments and refunds to the deposit accounts should be made in EnerGov o Integration support: ■Qty developed Integrations: Integration services to assist and support the City around the API development: The City will be utilizing Tyler provided APIs to develop against in order to have integrations with the following systems. • Laserfiche 63/7300 °0° tyler • te.rhnologies 16-83 • Business License • Cloud IVR — The City will use the Tyler API to write a custom IVR processes. The City will need the fields available in the API to allow inspection requests. o Plum Voice https://www.plumvoice.com/ - Permit Payments o Twilio https://www.twilio.com/ - Inspection requests • Community Development Web pages Access to Permits Data —The City will have the Tyler EnerGov data dictionary to rebuild the Community Development Web pages. • Data Access to display at the GeoCortex and GIS mapping application O Data Conversion Sources: The City will be populating 1Data Conversion Template Database with their Legacy data — Permits Plus and Accela Automation. Tyler will guide and support the City during this process to ensure success in its population and actual conversion. O Custom Modifications: o Action to multiple permits in a single set Able to print or change the status to multiple permits in a single action. Example, a builder with 50 water heater permits. Tyler Response: This would be a custom developed option. o Template modification without leaving EnerGov Modification of template and printing without exporting to MS Word and reattaching the report to the record.. User selects template from within a project. The template's variable fields automatically pulls data from the project (address, description, staff contact, etc.) The user is able to edit any portion of the document before they export, or store within the project. If authorized users want to make permanent changes to the template for the next user, they should be able to do so without the need for Crystal Reports. Tyler Response: This would be a custom developed option. 7.1.2 Business Scope — Phase 2 O Project management and implementation services are based upon the timely delivery of up to 10 unique business process transactions. The list of Case types to be implemented can be found in section 7.1.4 of the SOW for transactions that are not in Permits Plus. o Tyler Leads & Owns: ■ Assess & Define, Configuration, Internal testing, and UAT resolution of up to: • 10 unique business processes Transactions • 0 BMT business process Transactions 64/7306 • X6 •.•• tyler • i ec.hnobgie:s 16-84 • 2 Geo -Rules 5 Automation points ■ Configuration, Internal testing, and UAT resolution of up to: • 85 unique business processes transactions • 0 BMT business process transactions • 2 Custom Modifications 0 10 Geo -Rules 0 10 Automation Points o Tyler will make up to an additional 20 applications available online through the Citizen Self Service Portal 7.1.3 Business Scope — Phase 3 O Project management and implementation services are based upon the timely delivery of executing eReviews into a live environment. The eReviews application would have already been taken into consideration during Phase 1 for the case type configuration, but not utilized in a live environment until Phase 3. 7.1.4 Case types to be implemented: O The following are the case types that are to be implemented during this implementation, The number of transactions count represents how many transactions that particular Case Type may have. There is a total of 172 Case type/Sub Case type combinations. There will be 115 unique transactions types to be configured during this implementation across both phases. Case Types DIVISIONBUILDING Count of CASE SUB TYPE Sum of VOLUME # of Transaction Count Comments Comb Fire -1/01/2014 6 670 6 Combination Permit 18 4089 6 Combination POOL/SPA 3 206 3 COMPLAINT -BUILDING DEPT 1 232 1 ELECTRICAL PERMIT 7 665 7 MECHANICAL PERMIT 6 752 2 HARBOR AIC PERMIT 2 20 2 HARBOR PERMIT 4 59 2 RBR — Building Record 2 1295 2 PLUMBING 7 567 2 Revision Log 4 1808 4 Solar Photovoltaic DIVISIONBUILDING 3 138 3 Annual Operation Permit 1 340 1 NOT IN PERMITS PLUS 65/73 • �0 tyler ®®®�� • technolopio� 16-85 Candle Permit 1 100 1 NOT IN PERMITS PLUS Special Event Permit 2 277 2 NOT IN PERMITS PLUS Violation - Fire Dep PLANNING 1 5 1 APPROVAL -IN -CONCEPT 2 7 2 Categorical Exclusion 1 75 1 Certificate Compliance 1 22 1 Coastal Development Perm 3 111 3 Code Amendment 3 4 3 Creative &/or Comp Sign 2 18 2 Development Agreement 1 2 1 Director's Determination 1 4 1 Environmental Impact Rep 1 2 1 General Plan Amendment 1 1 1 LCP Amendment 3 4 3 Limited Term Permit 1 5 1 Lot Line Adjustment 1 2 1 Lot Merger 1 6 1 Modification Permit 2 11 2 Operator Licensing 1 6 1 Staff Approval 4 14 4 Telecom 1 2 1 Temporary Banner Permit 2 71 2 Tentative Parcel Map 1 23 1 Tentative Tract Map 1 6 1 Traffic Study 1 1 1 Use Permit 2 35 2 Variance 1 3 1 Zoning Clearance CODE ENFORCEMENT 1 3 1 Code Enf. Investigation 30 3828 7 Code Enforcement Project PUBLIC WORKS 1 5 1 Encroachment Permit 4 644 2 Street Closures PROPERTYREAL 10 2000 2 NOT IN PERMITS PLUS Real Property Tracking RECREATION 10 365 5 NOT IN PERMITS PLUS Special Event Permits 3 250 2 NOT IN PERMITS PLUS Grand Total 165 18753 103 66/73* a ®IDStyler ®le 16-86 Below are the list of reports to be developed for the Implementation. The City will select 37 reports that fit the scope listed above to be developed by tyler. Which are 23 Custom Reports, 67/73 8 ty er •�®® ® tE:chndogies 16-87 REPORT Accounting Finance Accounting ACCT100 - Payment Option Report ACCT120 - Newport Mesa Unifield REPORT Accounting Finance Accounting School District Monthly Report ACCT130 - San Joaquin REPORT Accounting Finance Accounting Transportation Corridor Monthly Report - New REPORT Accounting Finance Accounting ACCT150 - Sanitation Fee REPORT Administration CDD Building ADM 100 - Construction Activity Report ADM 110 - Code & WQ Municipal REPORT Administration CDD Code Code And Violation Comment Enforcement Report ADM 200 - Counter ProductivityReport REPORT Administration CDD Building ADM 200 - Counter Productivity REPORT Administration CDD Building Report - RBR REPORT Administration CDD Building ADM 210 - RBR Activity Report ADM 300 - Building Project REPORT Administration CDD Building Applications Plan Check within the XX Working days of 1st submittal REPORT Administration CDD Building ADM 320 - Weekly Project Activities Report ADM 400 - Engineer Productivity REPORT Administration CDD Building Report REPORT Administration CDD Building ADM 500 - Revenue Report ADM 810 - Annual Valuation REPORT Administration CDD Building Report REPORT Administration CDD Building ADM 820 - Comparing Annual Valuation with Last XX Years ADM 830 - Comparing Annual REPORT Administration CDD Building Valuation with YYYYMM Comparation REPORT Administration Fire ADM200 - Inspection Productivity Report REPORT Benchmark CDD Building BNH100 - % of projects and permits issued over the counter BNH200 - % of Plan Checks REPORT Benchmark CDD Building Approved After 1st Review - Exclude over the Counter BNH300 - Average number of REPORT Benchmark CDD Building review cycles per project, per valuation type 67/73 8 ty er •�®® ® tE:chndogies 16-87 68/73 ® i!,) tyler, • te�,1-oolo<g irs 16-88 BNH400 - # of projects with 1st REPORT Benchmark CDD Building review completed within targate date BNH500 - Number of days with REPORT Benchmark CDD Building city; number of days with applicant by Type BNH700 - # of Complaints REPORT Benchmark CDD Building Investigated the Nexxt Day Summary Report BNH800 - # of inspections REPORT Benchmark CDD Building completed on same day as requested REPORT Inspections CDD Building ComplaintsStopworkOrders GEN100 - Standard Adm Special REPORT General CDD Building Revolving Fund REPORT General CDD Building GEN110 - CA Seismic Safety GEN150 - Inspection 150 Days Old REPORT General Fire Report GEN180 - Inspection 180+ Days+ REPORT General Fire Report Code GEN200 - Investigation (Follow REPORT General CDD Enforcement Up date GE 3 days) Daily Report GEN220 - RBR Quarterly Activity REPORT General CDD Building Report REPORT General Fire GEN300 - Plan Check PP For Fire REPORT Inspections CDD Building INSP100 - DailyRunShee INSP150 -150 Days Old REPORT Inspections CDD Building Inspections Manager Report INSP150 - Daily Inspection REPORT Inspections Public Works Request Report REPORT Inspections CDD Building INSP151-1st Notice Preview Report (150 Days) - LT1 INSP152 - 1st Notice Letter (150 REPORT Inspections CDD Building Days) INSP180 - 180+ Days Old REPORT Inspections CDD Building Inspection Manager Report INSP181- 2nd Notice Preview REPORT Inspections CDD Building Report (180+ Days)- LT2- LT2A INSP182 - 2nd Notice Letter REPORT Inspections CDD Building (180Days) REPORT Inspections CDD Building INSP192 - Extension Notice Letter V2 REPORT Inspections CDD Building INSP300 - COA Monthly Report REPORT Inspections CDD Building INSP400 - Inspector's Time Log Code MGM 100 - Statistic Report 1A - REPORTManagement CDD Enforcement Date Between Investigation 68/73 ® i!,) tyler, • te�,1-oolo<g irs 16-88 69 / 730 : tyl,er • tec,Pu iologie,; 16-89 Entered Date and Case Closed Date MGM 120 - Statistic Report 2A - REPORT Management CDD Code Date Between Complaint and Enforcement Inspection Dates by Inspector Code MGM 200 -Periodically ADM REPORT Management CDD Enforcement Report by Sub Type MGM 200 - Periodically ADM REPORT Management Harbor Report by Sub Type Code MGM 210 - Investigation Follow REPORT Management CDD Enforcement Up MGM 210 - Investigation Follow REPORT Management Harbor Up Code MGM 330 - Water Conservation REPORT Management CDD Enforcement Report Code MGM 340 - Productivity Admin REPORT Management CDD Enforcement Summary Report REPORT Plan Check CDD Building PC200 - Plan Check PP REPORT Plan Check CDD Building PC220 - Plan Check RTN REPORT Plan Check CDD Building PC250 - ReadyForlssuance REPORT Planning CDD Planning PC500 - TimeLogAuditing REPORT Plan Check CDD Building PC550 - TimeLogDetail REPORT Planning CDD Planning PC550 - TimeLogDetail REPORT Planning CDD Planning PC600 - TrustAccountDetl REPORT — - Planning — CDD Planning PC650 - Trust Account Summary Report REPORT Web CDD Building WEB100 - Permits Issued Report REPORT Water Quality CDD Code WQ 100 - Exhibit C-81 Enforcement Construction Site Inventory REPORT Water Quality CDD Code WQ 150 - Exhibit C-81 Enforcement Construction Site Final Report Code WQ 200 - Exhibit C-811 REPORT Water Quality CDD Enforcement Construction Site Prioritization Annual Report DOC Building Doc CDD Building Building Permit DOC Building Doc CDD Building Temporary Certificate of Occupancy DOC Building Doc CDD Building Certificate of Occupnacy DOC Building Doc CDD Planning Receipt 150/180 Plan check Expiration DOC Building Doc CDD Planning Letter DOC Planning Doc CDD Planning Staff Level Planning Action Letter DOC Planning Doc CDD Planning Project Review Requests DOC Planning Doc CDD Planning Complete/Incomplete Letter DOC Planning Doc CDD Planning Zoning Compliance Letters 69 / 730 : tyl,er • tec,Pu iologie,; 16-89 7.1.5 "Business transaction" is defined by: O Unique workflow or business process steps & actions (including output actions) O Unique Automation logic (10 logic etc) O Unique Fee assessment/ configuration definition O Unique Custom fields/forms definition Uniqueness of any of these mentioned parameters regulates the need for a unique business case transaction design document and configuration event 7.1.6 "Template" transaction is defined by: O A pre -defined and pre -configured EnerGov best management business process. 7.1.7 "Geo -Rule" is defined by: O An automation event that is triggered by a condition configured around the source Esri geodatabase. Current geo-rule events are: • Alert • Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e. noise abatement zones; flood zones; etc.). • Block • Places a block on the case and prevents any progress or updates from occurring on the record (i.e. no status changes can be completed, no fees - - - can be paid, the workflow cannot be managed, etc.) • Block • Places a block on the case and prevents any progress or updates from with occurring on the record (i.e. no status changes can be completed, no fees Override can be paid, the workflow cannot be managed, etc.) However, the block can be overridden by end-users who have been given the proper securities. • Fee Date Populates the CPI vesting date on the record if vesting maps are used by the jurisdiction. • Filed • A custom field or any field inherent in the EnerGov application can Mapping automatically populate with information based on spatial data. • Required • A workflow action can automatically populate in the workflow details for Action the particular record (i.e. plan, permit, code case, etc.) that requires the action based on certain spatial data related to the case. • Required A workflow step can automatically populate in the workflow details for Step the particular record (i.e. plan, permit, code case, etc.) that requires the 70/73 00 06669 tyl�r O techi iologies 16-90 step based on certain spatial data related to the case. • Zone Mapping • The zone(s) automatically populate on the "Zones" tab of the record (i.e. plan, permit, code case, etc.). 7.1.8 "Intelligent Object (10)" is defined by: O Key components for automatically and reactively triggering geo-rules, computing fees, and generating emails, alerts and other notifications. 7.1.9 "Intelligent Automation Agent (IAA)" is defined by: O A tool designed to automate task in a proactive manner by setting values and generating emails and other tasks. On a nightly basis, a Windows service sweeps the EnerGov system looking for IAA conditions that have been met, and the associated actions are then performed. The IAA does not generate alerts or errors. 7.1.10 "EnerGov SDK API (Toolkits)" are defined by: O API's developed by Tyler Technologies for the purpose of extending the EnerGov Framework and functionality to external agencies and systems. Full documentation is available for each toolkit upon request. Note: The EnerGov toolkits and related documentation are simply tools that allow clients to create applicationsandintegrations. The purchase of a toolkit does not imply any development related services from Tyler Technologies. The client is responsible for working with their IT staff and VAR's to develop any necessary applications and integrations except as otherwise noted in the Investment Summary for any "in -scope" integrations. 71/73 Oso sstyler ssss s technologie-`' 16-91 S EnerGov Conversion Summary 8.1 Permitting • Permit master basic information • Permit Contacts • Contacts — Unique (keyed) contacts converted to global contacts • Non -keyed contacts converted to a Memo Custom Field or a standard note • Parcels and Addresses • Reviews and Approvals — Converted to Activity • Inspections and Inspection Cases • Sub -Permit Associations — Visible in workflow and attached records section • Fees • Meetings and Hearings • Bonds and Escrow • Activities and Actions • Conditions • Notes • Zones • Holds • Renewals • Initialized Workflows • Attachments • Contractors • Projects - - • Payment and Fee History • Business entity (Only for Business Licensing) • License master basic information • License Contacts • Contacts— Unique (keyed) contacts converted to global contacts • Non -keyed contacts converted to a Memo Custom Field or a standard note Parcel and Addresses • Reviews and Approvals — Converted to Activity • Fees • Bonds and Escrow • Activities and Actions • Conditions • Notes • Holds • Initialized Workflows • Attachments • Contractors • Business Types & NAICS codes 72/73 tyler •��o� ® �eChnr�lo�?i��s 16-92 • Payment and Fee History 8.3 Code Case Management Code Case master basic information Code Case Contacts and Properties Contacts — Unique (keyed) contacts converted to global contacts Non -keyed contacts converted to a Memo Custom Field or a standard note Parcels and Addresses Reviews and Approvals — Converted to Activity Active Fees Activities and Actions Notes Holds Initialized Workflows Attachments Violations o Fees o Payments o Notes Meetings and Hearings Zones Requests Payment and Fee history 8.4 Plan Management • Plan master basic information • Plan Contacts • Contacts — Unique (keyed) contacts converted to global contacts • Non -keyed contacts converted to a Memo Custom Field or a standard note • Parcels and Addresses • Reviews and Approvals — Converted to Activity • Inspections and Inspection Cases • Fees • Meetings and Hearings • Bonds and Escrow • Activities and Actions • Conditions • Notes • Zones • Holds • Initialized Workflows • Attachments • Projects • Payment and Fee history 73/73 ••�� tyler ®•s. e fe(Ihnologie`' 16-93 ATTACHMENT 1 TO EXHIBIT A SUPPORT CALL PROCESS Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community — an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) — for less urgent and functionality -based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email — for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone — for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive. and complete support experience: (1) Tyler Website — www.tylertech.com — for accessing client tools and other information including support contact information. (2) Tyler Community — available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase — A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates — where development activity is made available for client consumption Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Thanksgiving Da Memorial Day Day after Thanksgiving Independence Day Christmas Da Labor Da Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler's website or by calling software support directly. Tyler Technologies, Inc. Page A-1-1 16-94 Incident Priority Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes (a) Tyler shall provide an initial response to complete application failure or Priority Level 1 incidents within one (1) application unavailability; (b) business hour of receipt of the support application failure or unavailability incident. Tyler shall use commercially 1 in one or more of the client's reasonable efforts to resolve such support Critical remote location; or (c) systemic incidents or provide a circumvention loss of multiple essential system procedure within one (1) business day. For functions. non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes (a) Tyler shall provide an initial response to repeated, consistent failure of Priority Level 2 incidents within four (4) essential functionality affecting business hours of receipt of the support more than one user or (b) loss or incident. Tyler shall use commercially 2 corruption of data. reasonable efforts to resolve such support High incidents or provide a circumvention procedure within ten (10) business days. For non -hosted customers, Tyler's responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an Tyler shall provide an initial response to existing circumvention procedure, Priority Level 3 incidents within one (1) or a Priority Level 2 incident that business day of receipt of the support affects only one user or for which incident. Tyler shall use commercially there is an existing circumvention reasonable efforts to resolve such support 3 procedure. incidents without the need for a Medium circumvention procedure with the next published maintenance update or service pack. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Tyler Technologies, Inc. Page A-1-2 16-95 Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes Tyler shall provide an initial response to 4 failure of non-essential Priority Level 4 incidents within two (2) Non- functionality or a cosmetic or other business days. Tyler shall use commercially critical issue that does not qualify as any reasonable efforts to resolve such support other Priority Level. incidents, as well as cosmetic issues, with a future version release. Incident Escalation Tyler Technology's software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client's needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone — for immediate response, call toll-free to either escalate an incident's priority or to escalate an issue through management channels as described above. (2) Email — clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal — clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client's database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Support is able to quickly connect to the client's desktop and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. Tyler Technologies, Inc. Page A-1-3 16-96 ATTACHMENT 2 TO EXHIBIT A ACCEPTANCE TESTING Following proper implementation of the Tyler Software Products, the City will perform acceptance tests provided by Tyler for the purpose of determining that the Tyler Software Products perform substantially in accordance with its User Guides or, in the case of modifications or new software/interface development, substantially in accordance with the mutually agreed functional requirements for such software. Upon the Go Live date of the final implementation phase, if the Tyler Software Products, including newly developed software or interfaces, substantially perform according to the acceptance tests, the City shall notify Tyler within five (5) days, and the date of notification shall be the acceptance date. If the City fails to notify Tyler of a failure to substantially perform according to the acceptance tests within thirty (30) days of the Go -Live date of the final implementation phase, the Tyler Software Products shall be deemed accepted by Client. If, within thirty (30) days of the Go Live date of the final implementation phase, the City notifies Tyler in writing and demonstrates to Tyler that the Tyler Software have not substantially met the acceptance tests, Tyler shall make corrections and modifications to the Tyler Software Products in accordance with this Agreement so as to meet such criteria. Such corrections and modifications will be accomplished on a timely basis to make the Tyler Software Products ready for retesting by City. The City shall repeat the acceptance tests as soon as reasonably requested by Tyler, and City shall notify Tyler within five (5) days after such tests have been conducted if and when the Tyler Software Products are accepted. In the event that the Tyler Software Products (or parts thereof) do not pass the applicable acceptance test(s), City may issue a conditional acceptance, upon terms acceptable to both parties, which will permit utilization in a production environment and continued correction by Tyler in accordance with this provision. If City declines to grant conditional acceptance, then City may terminate this Agreement in accordance with termination section of the Agreement. Otherwise, the date of the last such test shall be the acceptance date. In the event the Tyler Software Products (or parts thereof) do not pass the applicable acceptance test(s), but are utilized by City in a production environment for a period of thirty (30) consecutive days, the Tyler Software Products shall be deemed accepted for all purposes, as if the Tyler Software Products had successfully passed such acceptance test(s). Tyler Technologies, Inc. Page A-2-1 16-97 EXHIBIT B INVESTMENT SUMMARY Tyler Technologies, Inc. Page B-1 16-98 t9 ••:•:• tyler •• technologies Sales Quotation For City of Newport Beach 3300 Newport Blvd Newport Beach, California 92663 Phone (949) 644-3309 EnerGov Software Core Software: EnerGov Community Development Suite Extensions: EnerGov Content Management API EnerGov CSS Portal - PLM EnerGov IG Workforce Apps EnerGov Intelligent Automation Agent EnerGov Intelligent Objects EnerGov IVR API EnerGov Permitting & Land Management SDK EnerGov Reporting Toolkit Citizen Self Service - Tyler 311 & Click2report Tyler GIS 2016-24391 - Newport Beach- Tyler-EnerGov Proposal Quoted By: Date: Quote Expiration: Quote Name: Quote Number: Quote Description: $2,667.00 $5,000.00 $29,999.00 $999.00 $0.00 $0.00 $5,000.00 $7,500.00 $5,000.00 $0.00 $35,000.00 Sub -Total: CONFIDENTIAL Chuck Newberry 2/22/2019 5/14/2019 City of Newport Beach-LGD-EG-PLM 2016-24391 Newport Beach- Tyler-EnerGov Proposal 100 $266,700.00 1 $5,000.00 1 $29,999.00 25 $24,975.00 1 $0.00 1 $0.00 1 $5,000.00 1 $7,500.00 1 $5,000.00 1 $0.00 1 $35,000.00 $379,174.00 $53,300.00 $1,000.00 $6,000.00 $5,000.00 $0.00 $0.00 $1,000.00 $1,500.00 $1,000.00 $0.00 $7,000.00 $75,800.00 1 of 5 16-99 EnerGov Software Less Discount: TOTAL: EnerGov Professional Services Assessment Training Custom Developent- Ability to make a Permit status change across multiple records in one action (i.e. sets) Custom Development - Ability to modify and print a reporting/letter template without exporting to MS Word and reattaching to the record Data Conversion - Free of Charge EnerGov Report Writing Services Fixed Cost Premium 20% Integration Development Support Professional Implementation Services Project Management Services Training & Production Support Services TOTAL: Summary Total Tyler Software Total Tyler Services Total 3rd Party Hardware, Software and Services Summary Total Contract Total 2016-24391 - Newport Beach- Tyler-EnerGov Proposal 80 1 1 1' 330 1 80 2249 788 416 One Time Fees Recurring Fees $304,374.00 $75,800.00 $892,180.00 $0.00 $0.00 $0.00 $1,196,554.00 $75,800.00 $1,272,354.00 CONFIDENTIAL $175.00 $6,250.00 $37,500.00 $0.00 $250.00 $127,655.00 $250.00 $175.00 $175.00 $175.00 $74,800-00 $304,374.00 $14,000.00 $6,250.00 $37,500.00 $0.00 $82,500.00 $127,655.00 $20,000.00 $393,575.00 $137,900.00 $72,800.00 $892,180.00 $0.00 $75,800.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 2 of 5 16-100 Summary (Excluding Estimated Travel Expenses) Estimated Travel Expenses Optional EnerGov Software Extensions: EnerGov e -Reviews One Time Fees Recurring Fees $59,500.00 Sub -Total: Less Discount: TOTAL: $29,999.00 Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval: Date: Print Name: P.O. #: All primary values quoted in US Dollars EnerGov Discount Detail 1 $29,999.00 $6,000.00 $29,999.00 $6,000.00 $6,000.00 $0.00 $23,999.00 $6,000.00 EnerGov Community Development Suite EnerGov Content Management API EnerGov CSS Portal - PLM EnerGov 1G Workforce Apps EnerGov Intelligent Automation Agent 2016-24391 - Newport Beach- Tyler-EnerGov Proposal $266,700.00 $53,300.00 $213,400.00 $5,000.00 $1,000.00: $4,000.00 $29,999.00 $6,000.00 $23,999.00 $24,975.00 $5,000.00 $19,975.00 $0.00 $0.00 $0.00 CONFIDENTIAL $53,300.00 $0.00 $53,300.00 $1,000.00 $0.00 $1,000.00 $6,000.00 $0.00 $6,000.00 -$5,000.00 $0.00 $5,000.00 $0.00 $0.00 $0.00 3 of 5 16-101 EnerGov Discount Detail EnerGov Intelligent Objects $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 EnerGov IVR AN $5,000.00 $0.00 $5,000.00 $1,000.00 $0.00 $1,000.00 EnerGov Permitting & Land Management SDK $7,500.00 $1,500.00 $6,000.00 $1,500.00 $0.00 $1,500.00 EnerGov Reporting Toolkit $5,000.00 $1,000.00 $4,000.00 $1,000.00 $0.00 $1,000.00 Citizen Self Service - Tyler 311 & Click2report $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tyler GIS $35,000.00 $7,000.00 $28,000.00 $7,000.00 $0.00 $7,000.00 TOTAL: $379,174.00 $74,800.00 $304,374.00 $75,800.00 $0.00 $75,800.00 Optional EnerGov Discount Detail EnerGov e -Reviews $29,999.00 $6,000.00 $23,999.00 $6,000.00 $0.00 $6,000.00 TOTAL: $29,999.00 $6,000.00 $23,999.00 $6,000.00 $0.00 $6,000.00 2016-24391 - Newport Beach- Tyler-EnerGov Proposal CONFIDENTIAL 4 of 5 16-102 Comments EnerGov's e -Reviews requires Bluebeam Studio Prime, at an estimated yearly subscription cost of $3,000/100 users. Further pricing detail is available by contacting Bluebeam at https://www.bluebeam.com/solutions/studio-prime *Each EnerGov SDK/API comes with 4hrs of support *The City will be responsible for all custom report modifications and reporting maintenace for any report developed by Tyler *CUSTOM REPORT delivery is time and material and not subject to the fixed cost premium 2016-24391 - Newport Beach- Tyler-EnerGov Proposal CONFIDENTIAL 5 of 5 16-103 ATTACHMENT 1 TO EXHIBIT B COMPENSATION SCHEDULE Payment Terms. A. Payment for Software Licenses. As indicated in Attachment 2 to this Exhibit B under Stage 0 - "Software Delivery", Tyler shall invoice Software License fees as follows: Tyler shall invoice City $76,093.50 upon the Effective Date. Such amount equals twenty five percent (25%) of the Tyler software license fees. Tyler shall invoice City $152,187.00 when Tyler has made the Tyler Software Products available to City for downloading. Such sum equals fifty percent (50%) of the Tyler software license fees. Tyler shall invoice City $76,093.50 sixty (60) days following the earlier of the Live Date or February 28, 2021. Such amount equals twenty five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (25%) of Tyler software license fees an amount of time equal to such delay. Tyler shall, only if the Client elects to purchase eReviews, invoice City $23,999.00 for the optional eReviews software licensing prior to commencement of Phase 3 kickoff, in accordance with Deliverable 0-4 in Attachment 2 to Exhibit B (Payment Milestones). B. Payment for Services. Tyler shall invoice Services identified in Stage 1 — "Project Initiation & Planning" through Stage 5 — "Production Cutover", Phase 2 and Phase 3 of Attachment 2 to this Exhibit B upon completion of Acceptance Testing as provided in Attachment 2 to Exhibit A for each milestone. Fees for any additional Services shall be subject to the following payment terms unless otherwise agreed: Tyler shall invoice City fees for Services plus expenses, if and as provided/incurred. Tyler shall invoice a fifty percent (50%) deposit for custom modifications and interfaces ("Modifications") upon delivery of specifications and fifty percent (50%) upon delivery of Modification. Tyler will perform a Modification upon receipt of written notice to proceed from City. City will have thirty (30) days from delivery of a Modification to test such Modification. In the event City does not report an issue with such Modification to Tyler within such thirty (30) day period, the Modification will be deemed in compliance with the specifications. C. Payment of Expenses. Travel expenses shall be billed at the rates identified in Tyler's Business Travel Policy attached hereto as Attachment 3 to Exhibit B in an amount estimated at $59,500.00. This not to exceed amount is based on trips being scheduled no less than four (4) weeks in advance of the date of service and adherence to the mutually agreed scope of the project. Tyler Technologies, Inc. Page B-1-1 16-104 D. Miscellaneous. The software maintenance fees of $75,800.00 payable to Tyler for one (1) year commencing upon installation of the Tyler Software Products are hereby waived by Tyler. Subsequent annual maintenance fees will be due on the anniversary of the installation date of the Tyler Software Products. Payments shall be due and payable in accordance with Section 5 of the Agreement and this Attachments 1 & 2 to Exhibit B. Tyler Technologies, Inc. Page B-1-2 16-105 ATTACHMENT 2 TO EXHIBIT B PAYMENT MILESTONES ®yment Deliverable Description Deliverable 0-1 Contract Signing "effective date" (25%) $76,094.00 Software is made available to the City for downloading $152186.00 Deliverable 0-2 (50%) ' Sixty (60) days following the earlier of the Live Date or February 28, 2021 (25%) $76,094.00 Deliverable 0-3 Due prior to Phase 3 eReviews kick-off $23,999.00 Deliverable 0-4 Total Software $328,373.00 stage i6jectIriftiation & Planning Performed Project Initiation and Project Management $45,460.80 Deliverable 1-2 Tasks Define Deliverable 2-1 • Completion of week 1 of Assessment Training $8,400.00 Deliverable 2-2 • Completion of week 2 of Assessment Training $8,400.00 • Future state analysis completed; Up to 25 Questionnaires delivered and reviewed $31,500.00 Deliverable 2-3 • Performed Project Management Tasks • Future state analysis completed; Up to 25 Questionnaires delivered and reviewed $31,500.00 Deliverable 2-4 • Performed Project Management Tasks • Future state analysis completed; Up to 20 Questionnaires delivered and reviewed $22,680.00 Deliverable 2-5 • Performed Project Management Tasks • Future state analysis completed; Up to 20 Questionnaires delivered and reviewed $22,680.00 Deliverable 2-6 • Performed Project Management Tasks • Future state analysis completed; Up to 15 Questionnaires delivered and reviewed $18,900.00 Deliverable 2-7 • Performed Project Management Tasks Tyler Technologies, Inc. Page B-2-1 16-106 ATTACHMENT 2 TO EXHIBIT B PAYMENT MILESTONES Tyler Technologies, Inc. Page B-2-2 16-107 • Analysis and specification for Custom Modification [Ability to make a Permit status change across multiple $3,125.00 records in one action] delivered and reviewed Deliverable 2-8 • Performed Project Management Tasks • Analysis and specification for Custom Modification [Ability to modify and print a reporting/letter template without exporting to MS Word and reattaching to the $18,750.00 record] delivered and reviewed Deliverable 2-9 • Performed Project Management Tasks • Provide Data conversion assessment • Completed Intelligent Automation Assessment for up to 30 Automation events $22,000.00 • Completed Geo -Rules Assessment for up to 20 Geo -Rules Deliverable 2-10 • Performed Project Management Tasks • Configuration Training completed 7 77 $16,800.00 Deliverable 3-1 • Performed Project Management Tasks • Up to 25 Business process transactions configured and validated $48,000.00 Deliverable 3-2 • Performed Project Management Tasks • Up to 25 Business process transactions configured and validated $48,000.00 Deliverable 3-3 • Performed Project Management Tasks • Up to 25 Business process transactions configured and validated $48,000.00 Deliverable 3-4 • Performed Project Management Tasks • Review of Business process transactions up to 30 to be configured and validated by the City $10,600.00 Deliverable 3-6 • Performed Project Management Tasks • Up to 8 Geo -Rules configured and validated $4,200.00 Deliverable 3-7 • Performed Project Management Tasks • Review of up to 10 Geo -Rules configured and validated by the city $2,100.00 Deliverable 3-8 • Performed Project Management Tasks Tyler Technologies, Inc. Page B-2-2 16-107 ATTACHMENT 2 TO EXHIBIT B PAYMENT MILESTONES Tyler Technologies, Inc. Page B-2-3 16-108 • Up to 5 Intelligent Automation events configured and validated $8,400.00 Deliverable 3-9 • Performed Project Management Tasks • Review of up to 20 Intelligent Automation events configured and validated by the City $4,200.00 Deliverable 3-10 • Performed Project Management Tasks • Data Conversion Utility mapping document created and validated $0.00 Deliverable 3-11 • Initial Data conversion iteration completed 4- Final Testing and Training • Production cutover checklist Delivered and accepted $4,000.00 Deliverable 4-1 • Performed Project Management Tasks Deliverable 4-2 User Acceptance Testing Training completed $6,720.00 Material System Acceptance Testing issues addressed and $54,947.40 Deliverable 4-3 accepted for up to 40 Business process transactions Material System Acceptance Testing issues addressed and $47,597.40 Deliverable 4-4 accepted for up to 35 Business process transactions Provide assistance to the City during their addressing and accepting of Material System Acceptance Testing issues for $12,600.00 Deliverable 4-5 up to 30 Business process transactions Material System Acceptance Testing issues addressed and accepted for up to 5 Automation events & up to 8 Geo $3,780.00 Deliverable 4-6 Rules Provide assistance to the City during their addressing and accepting of Material System Acceptance Testing issues for $3,780.00 Deliverable 4-7 up to 20 Automation events & up to 10 Geo Rules • Testing of Custom Modification [Ability to make a Permit status change across multiple records in one action] $3,125.00 delivered and reviewed Deliverable 4-8 • Performed Project Management Tasks • Testing of Custom Modification [Ability to modify and print a reporting/letter template without exporting to MS Word and reattaching to the record] delivered and $18,750.00 reviewed Deliverable 4-9 • Performed Project Management Tasks Tyler Technologies, Inc. Page B-2-3 16-108 ATTACHMENT 2 TO EXHIBIT B PAYMENT MILESTONES Tyler EnerGov Project Newport Beach, CA - Phase 2 I Performed Project Initiation and Project ManagementI $11,919.60 Deliverable 1-2 Tasks • Future state analysis completed; Up to 10 Questionnaires delivered and reviewed $17,640.00 Deliverable 2-1 • Performed Project Management Tasks • Completed Intelligent Automation Assessment for up to 10 Automation events $15,107.40 • Completed Geo -Rules Assessment for up to 2 Geo -Rules Deliverable 2-2 • Performed Proiect Management Tasks Tyler Technologies, Inc. Page B-2-4 16-109 • Data Conversion acceptance testing issues addressed and accepted $0.00 • up to 5 Additional iterations of Data Conversion Deliverable 4-10 completed • End User Training Completed $42,762.50 Deliverable 4-11 - Performed Project Management Tasks Production • Business processes implemented in current phase are live in Tyler Application • Transition to Tyler support is completed for the business processes implemented in the Phase $33,941.90 • Performed Project Management Tasks • Integrations implemented are live with the Tyler Deliverable 5-1 Application 330 hours of report Development billed as incurred $82,500.00 Report Development* during phase 1 Total Phase 1 Services 1 $738,200.00 Tyler EnerGov Project Newport Beach, CA - Phase 2 I Performed Project Initiation and Project ManagementI $11,919.60 Deliverable 1-2 Tasks • Future state analysis completed; Up to 10 Questionnaires delivered and reviewed $17,640.00 Deliverable 2-1 • Performed Project Management Tasks • Completed Intelligent Automation Assessment for up to 10 Automation events $15,107.40 • Completed Geo -Rules Assessment for up to 2 Geo -Rules Deliverable 2-2 • Performed Proiect Management Tasks Tyler Technologies, Inc. Page B-2-4 16-109 ATTACHMENT 2 TO EXHIBIT B PAYMENT MILESTONES 1- RUild& Validate • Up to 10 Business process transactions configured and validated $20,000.00 Deliverable 3-1 • Performed Project Management Tasks • Up to 2 Geo -Rules and 5 automation events configured and validated $9,240.00 Deliverable 3-2 • Performed Project Management Tasks • Make up to 20 additional business process transactions available online in CSS $8,008.00 Deliverable 3-3 • Performed Project Management Tasks *�:Final` Testing and Training • Production cutover checklist Delivered and accepted $2,000.00 Deliverable 4-1 • Performed Project Management Tasks Deliverable 4-2 User Acceptance Testing Training completed $6,720.00 Material System Acceptance Testing issues addressed and accepted for up to 10 Business process transactions and up $14,700.00 Deliverable 4-3 to 20 CSS online applications Material System Acceptance Testing issues addressed and accepted for up to 5 Automation events & up to 2 Geo $5,040.00 Deliverable 4-4 Rules • End User Training Completed $10,720.00 Deliverable 4-5 • Performed Project Management Tasks •. 6ction Cutover • Business processes implemented in current phase are live in Tyler Application • Transition to Tyler support is completed for the business processes implemented in the Phase $12,885.00 • Performed Project Management Tasks • Integrations implemented are live with the Tyler Deliverable 5-1 Application Total Phase 2 Services $133,980.00 Tyler Technologies, Inc. Page B-2-5 16-110 ATTACHMENT 2 TO EXHIBIT B PAYMENT MILESTONES Tyler EnerGov Project Newport Beach, CA - Phase 3 Tyler Technologies, Inc. Page B-2-6 16-111 ATTACHMENT 3 TO EXHIBIT B BUSINESS TRAVEL POLICY 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost - savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. 2. Ground Transportation A. Private Automobile Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a Tyler Technologies, Inc. Page B-3-1 16-112 car for Tyler business, employees should select a "mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Tyler Technologies, Inc. Page B-3-2 16-113 Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of Defense and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day Return before 12:00 noon Return between 12:00 noon & 7:00 p.m. Return after 7:00 p.m.* Lunch and dinner Dinner Breakfast Breakfast and lunch Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. 5. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the Tyler Technologies, Inc. Page B-3-3 16-114 exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. Tyler Technologies, Inc. Page B-3-4 16-115 EXHIBIT C SOFTWARE MAINTENANCE AGREEMENT WITH TYLER TECHNOLOGIES, INC. Scope of Agreement. City 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 installation date of each Tyler Software Phase as outlined in Attachment 1 to Exhibit B and will remain in force for an initial one (1) year term. The Maintenance Agreement will renew automatically for additional one (1) year terms at Tyler's then -current Maintenance fees unless terminated in writing by either party at least fifteen (15) days prior to the end of the then -current term. The software maintenance fee of $75,800.00 payable to Tyler for the first year is waived by Tyler. The software maintenance fee for the second year is $75,800.00. 3. Payment. 1.1 Maintenance fees will be invoiced by Tyler annually sixty (60) days prior to the annual renewal of this Maintenance Agreement. City shall pay the invoiced amount within sixty (60) days following receipt of invoice. Tyler shall provide City written notice of any change in annual Maintenance fees no less than forty-five (45) days prior to the annual review of this Maintenance Agreement. 1.2 Additional Charges. Any maintenance services performed by Tyler for City which are not covered by this Maintenance Agreement, as set forth in Section 4 below, including materials and expenses, will be billed to City at Tyler's then current rates upon written amendment to the Agreement. 1.3 Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed Maintenance fees within ninety (90) calendar days of receipt of an invoice. Tyler shall reinstate maintenance services upon Client's payment of all past due Maintenance fees, including all such fees for the periods during which services were suspended. 2. Maintenance Services Terms and Conditions. For as long as a current Maintenance Agreement is in place, Tyler shall: 2.1 In a professional, good and workmanlike manner, perform its obligations in accordance with Tyler's then -current support call process (Tyler's current support call process is set forth in the document attached hereto as Attachment 1 to Exhibit A) in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If City modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on and warrant the Tyler Software Products will be void. Tyler Technologies, Inc. Page C-1 16-116 2.2 Provide telephone support on the Tyler Software Products. Tyler personnel shall accept telephone calls during the hours set forth in Attachment 1 to Exhibit A. 2.3 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 Guides. 2.4 Maintain personnel that are appropriately trained to be familiar with the Tyler Software Products in order to provide maintenance services. 2.5 Provide City with all releases Tyler makes to the Tyler Software Products that Tyler makes generally available without additional charge to customers possessing a current Tyler annual Maintenance Agreement. Third Party Products; and installation, Consulting and Training services related to the new releases will be provided to City at Tyler's then -current rates, upon written amendment to the Agreement. City acknowledges and agrees that a new release of the Tyler Software Products is for implementation in the Tyler Software Products as they exist without City customization or modification. 2.6 Support prior releases of the Tyler Software Products in accordance with Tyler's then -current release life cycle policy. 3. Limitations and Exclusions. 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, and support outside Tyler's normal business hours. 4. City Responsibilities. 4.1 City shall provide, at no charge to Tyler, full and free access to the Tyler Software Products; working space; 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. 4.2 Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide remote maintenance services. City shall maintain forthe duration of the Agreement a high-speed Internet connection capable of connecting to City's PC's and server. Tyler strongly recommends that City also maintain a modem or VPN for backup connectivity purposes. Tyler, at its option, will use the connection to assist with problem diagnosis and resolution. Tyler Technologies, Inc. Page C-2 16-117 EXHIBIT D SOFTWARE LICENSE AGREEMENT WITH TYLER TECHNOLOGIES, INC. License Grant. 1.1 Upon the Effective Date, Tyler hereby grants to City a non-exclusive, non- transferable, royalty -free, revocable license to use the Tyler software products set forth in the investment summary attached hereto as Exhibit A ("Investment Summary") and related interfaces (collectively, the "Tyler Software Products") and Tyler user guides provided in or with the Tyler Software Products ("User Guides") for City's internal business purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by Tyler if City fails to comply with the terms and conditions of this Agreement, including without limitation, City's failure to timely pay the Software fees in full. Upon City's payment in full for the Tyler Software Products, and notwithstanding any expiration of the term of this Agreement, this license will become irrevocable, subject to the restrictions on use and other terms set forth in this Agreement. 1.2 Tyler shall retain ownership of, including all intellectual property rights in and to, the Tyler Software Products and User Guides. 1.3 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. 1.4 The right to transfer the Tyler Software Products to a replacement hardware system is included in this Agreement. City shall pay Tyler for the cost of new media or any required technical assistance to accommodate the transfer. City shall provide advance written notice to Tyler of any such transfer. 1.5 City acknowledges and agrees that the Tyler Software Products and User Guides are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. City shall use best efforts to keep the Tyler Software Products and User Guides confidential and to prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or User Guides by any party. 1.6 The Tyler Software Products may not be modified by anyone other than Tyler. If City modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on, and the warranty for, the Tyler Software Products will be void. City shall not perform decompilation, disassembly, translation or other reverse engineering on the Tyler Software Products. 1.7 City may make copies of the Tyler Software Products for archive purposes only. City shall repeat any and all proprietary notices on any copy of the Tyler Tyler Technologies, Inc. Page D-1 16-118 2 3 M Software Products. City may make copies of the Tyler User Guides for internal use only. License Fees. City agrees to pay Tyler, and Tyler agrees to accept from City as payment in full for the license granted herein, the Software fees set forth in the Investment Summary included in Exhibit B. Limited Warranty. For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler Software Products to substantially conform to the then -current Tyler User Guides and the functional descriptions of the Tyler Software Products in Tyler's written proposal to City attached hereto as Exhibit G. In the event of conflict between the afore -mentioned documents, the then -current Tyler User Guides will control. A Tyler Software Product is "Defective" if it contains a Defect. For as long as a current Maintenance Agreement is in place, Tyler warrants that the Tyler Software Products will not contain Defects. If the Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the Defect in accordance with Tyler's then -current support call process (Tyler's current support call process is set forth in the document attached hereto as Attachment 1 to Exhibit A). Should Tyler be unable to cure the Defect or provide a replacement product, City will be entitled to a refund of the Software 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, which will be City's sole remedy should Tyler be unable to cure the Defect or provide a replacement product. Intellectual Property Infringement Indemnification. 4.1 Tyler's Obligations. Tyler shall defend and indemnify City against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the 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 made by Tyler in writing. 4.2 City's Obligations. Tyler obligations in this section are contingent on the City performing all of the following in connection with any claim as described herein: Promptly notifies Tyler in writing of any such claim; Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and Tyler Technologies, Inc. Page D-2 16-119 Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. 4.3 Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: City's use of a previous version of a Tyler Software Product and the claim would have been avoided had City used the current version of the Tyler Software Product of which it had received advance notice of availability and reasonable opportunity to implement; City's combining the Tyler Software Product with devices or products not provided, recommended or explicitly permitted by Tyler; 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; Corrections, modifications, alterations or enhancements that City made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; Use of the Tyler Software Product by any person or entity other than City or City's employees or such users who are reasonably expected to use or access the Tyler Software Products; or City's willful infringement, including City's continued use of the infringing Tyler Software Product after City becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder. 4.4 Remedy. In the event a Tyler Software Product is, by a court of competent jurisdiction, finally determined to be infringing and its use by City is enjoined, Tyler will, at its election: Procure for City the right to continue using the infringing Tyler Software Products; Modify or replace the infringing Tyler Software Products so that it becomes non -infringing; or Terminate City's license for the infringing Tyler Software Product and refund to City the Software fee paid for the infringing Tyler Software Tyler Technologies, Inc. Page D-3 16-120 Product, as depreciated on a straight-line basis over a seven (7) year period commencing on the Effective Date. The foregoing states Tyler's entire liability and City's sole and exclusive remedy with respect to the subject matter hereof. Tyler Technologies, Inc. Page D-4 16-121 EXHIBIT E THIRD PARTY PRODUCT AGEEMENT 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 City, and City agrees to accept from Tyler the System Software and Hardware set forth in the Investment Summary (collectively, the "Third Party Products"). 2. License of System Software. 2.1 Upon City's payment in full of the System Software fees, Tyler shall grant to City and City shall accept from Tyler a non-exclusive, nontransferable, non - assignable license to use the System Software and related documentation for City's internal business purposes, subject to the terms and conditions set forth herein. 2.2 The developer of the System Software (each a "Developer", collectively "Developers") shall retain ownership of the System Software. 2.3 The right to transfer the System Software 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 City. City shall provide advance written notice to Tyler of any such transfer. 2.4 City acknowledges and agrees that the System Software and related documentation are proprietary to the Developer and have been developed as trade secrets at the Developer's expense. City shall use best efforts to keep the System Software and related documentation confidential and to prevent any misuse, unauthorized use, or unauthorized disclosure of the System Software and related documentation by any party. 2.5 City shall not perform decompilation, disassembly, translation or other reverse engineering on the System Software. 2.6 City may make copies of the System Software for archive purposes only. City shall repeat any and all proprietary notices on any copy of the System Software. City may make copies of the documentation accompanying the System Software for internal use only. 3. DeliveN. 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 City. 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, City will obtain from Tyler a certification of completion, or similar document, which will constitute City's acceptance of the Tyler Technologies, Inc. Page E-1 16-122 Third Party Products. Such acceptance will be final and conclusive except for latent defect, fraud, and a gross mistake as amount to fraud. 5. Site Requirements. City 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. 91 7 Warranties. 6.1 Tyler is authorized by each Developer to grant licenses or sublicenses to the System Software. 6.2 Tyler warrants that each System Software product will be new and unused, and if City fully and faithfully performs each and every obligation required of it under this Third Party Product Agreement, City's title or license to each System Software product will be free and clear of all liens and encumbrances arising through Tyler. 6.3 City 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 City any warranty adjustments that Tyler may receive from the Developer or supplier of the Third Party Products. Maintenance. 7.1 In the event City elects not to purchase through Tyler maintenance services on the System Software, it will be the responsibility of City to repair and maintain the System Software and purchase enhancements as necessary after acceptance. 7.2 In the event City elects to purchase through Tyler maintenance services on the System Software, Tyler will facilitate resolution of a defect in a System Software product with the Developer. 7.3 In the event the Developer charges a fee for future System Software release(s), City will be required to pay such fee, upon written amendment to the Agreement. Tyler Technologies, Inc. Page E-2 16-123 -0:I:TI-I19 INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Tyler's indemnification of City, and prior to commencement of Work, Tyler shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form reasonably satisfactory to City. Tyler agrees to provide insurance in accordance with requirements set forth here. If Tyler uses existing coverage to comply and that coverage does not meet these requirements, Tyler agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Tyler shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Tyler shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Tyler shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Tyler shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Tyler arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount Tyler Technologies, Inc. Page F-1 16-124 not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Tyler shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of five million dollars ($5,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Tyler agrees to maintain continuous coverage through a period no less than three (3) years after completion of the Services required by this Agreement. E. Cyber Liability Insurance. Tyler shall maintain cyber liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate covering claims involving denial of service, denial of access, violation of right of privacy, privacy costs (privacy injury and identify theft), unauthorized access or use, replacement or restoration of electronic data (1St party) and extortion threats. Such coverage is required only if any products and/or services related to information technology (including hardware and/or software) are provided to City, and Tyler agrees to maintain continuous coverage from the Effective Date through a period of no less than three (3) years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. Workers Compensation insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Tyler or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Tyler hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors, if any. B. Additional Insured Status. The Commercial General Liability policy shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policy. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis as between Tyler and the City for claims for which Tyler is liable and, in such situations, shall not require contribution from any insurance or self- insurance maintained by City. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Tyler Technologies, Inc. Page F-2 16-125 A. Evidence of Insurance. Tyler shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein. Insurance certificates and endorsements must be approved by City's Risk Manager (with such approval not to be unreasonably withheld) prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, should circumstances warrant such request, i.e., litigation. B. Enforcement of Agreement Provisions. Tyler acknowledges and agrees that any actual or alleged failure on the part of City to inform Tyler of Tyler's non-compliance with any insurance requirement hereunder imposes no additional obligations on City nor does it waive any rights hereunder. C. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. D. City Remedies for Non -Compliance. If Tyler or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation to terminate this Agreement, or to suspend Tyler's right to proceed until proper insurance is provided. E. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. F. Tyler's Insurance. Tyler shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. G. Notice of Cancellation. Tyler shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. Tyler Technologies, Inc. Page F-3 16-126 EXHIBIT G CITY'S REQUEST FOR PROPOSAL Incorporated herein by reference. Tyler Technologies, Inc. Page G-1 16-127 EXHIBIT H TYLER'S RESPONSE TO CITY'S REQUEST FOR PROPOSAL Incorporated herein by reference. Tyler Technologies, Inc. Page H-1 16-128 Attachment B Professional Services Agreement with Park Consulting Group, Inc 16-129 PROFESSIONAL SERVICES AGREEMENT WITH PARK CONSULTING GROUP, INC FOR LMS SYSTEM IMPLEMENTATION PROJECT MANAGEMENT SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 23rd day of April, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PARK CONSULTING GROUP, INC, a California corporation ("Consultant"), whose address is 200 Spectrum Center Drive, #300, Irvine, CA 92618, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant for project management and change management services to manage the overall implementation of a new Land Management System for the City of Newport Beach ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2021, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in 16-130 Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Hundred Thousand Dollars and 00/100 ($200,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not Park Consulting Group, Inc Page 2 16-131 reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Glenn Park to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. City's Systems and Administration Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the Park Consulting Group, Inc Page 3 16-132 requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil Park Consulting Group, Inc Page 4 16-133 service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. Park Consulting Group, Inc Page 5 16-134 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. E1914il,k i/_14kCA All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Park Consulting Group, Inc Page 6 16-135 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. Park Consulting Group, Inc Page 7 16-136 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seg., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Systems and Administration Manager Community Development Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Glenn Park Park Consulting Group, Inc 200 Spectrum Center Drive, #300 Irvine, CA 92618 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and Park Consulting Group, Inc Page 8 16-137 identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Park Consulting Group, Inc Page 9 16-138 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Park Consulting Group, Inc Page 10 16-139 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: ZC)L By: AY�4 >��_ F�� = Aaron C. Harp City Attorney.1 ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Diane B Mayor Dixon CONSULTANT: Park Consulting Group, Inc, a California corporation Date: By: Glenn Park CEO/Secretary/CFO [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Park Consulting Group, Inc Page 11 16-140 EXHIBIT A SCOPE OF SERVICES Park Consulting Group, Inc Page A-1 16-141 EXHIBIT A SCOPE OF SERVICES 1. General Overview Consultant shall take the following approach of consulting services needed for the City of Newport Beach's Land Management System (LMS) System Implementation Project: A full replacement of the City's legacy building permitting software, Permits Plus. 1.1 LMS Project Phasing and Responsibility Consultant assumes no responsibility for project or phase delays of the LMS system, as this is the responsibility of the LMS system provider. Consultant shall only be responsible for LMS system implementation project management and LMS functional consulting services, as requested by the City and as the LMS system implementation necessitates. 1.2 Core Principles of Park Consulting Group (Consultant) 1.2.1 Serve as a steward to the City to have the interests of the City's leaders, staff, and constituents in mind to identify opportunities to save time and money, and to work to achieve the City's goals. 1.2.2 Serve as an advocate for the City in interactions with the LMS Software Vendor and other project related vendors, consultants, and contractors. 1.2.3 Serve as an advisor for the City to support communication with City leadership and key stakeholders, including input for staff reports and constituent communications. 1.3 Project Team with LMS Implementation Experience Consultant is proposing Glenn Park as the City of Newport Beach's Project Manager (Principal LMS Project Consultant) and is uniquely qualified to manage and represent the day-to-day work of the City's LMS project. Bryan Tung is proposed as the LMS Project Consultant and LMS Functional Consultant (optional) that will serve as an additional project resource through the most demanding phases of the project. Bryan is a sub -consultant and has partnered with PCG since 2017 on LMS implementation services for Consultant's clients. 16-142 EXHIBIT A SCOPE OF SERVICES 2. Scope of Services -- LMS Implementation Project Management The City may engage Consultant to perform any of the following services. The City's Project Manager shall retain sole discretion to determine which of the following services shall be performed, as well as associated deadlines and deliverables, as dictated by the LMS project: 16-143 LMS IMPLEMENTATION ' • SCOPE • Strategy & Planning 2.1 Define project scope, goals and deliverables that support business goals in collaboration with the Information Technology Department, senior management and stakeholders. 2.2 Effectively communicate project expectations to team members and stakeholders in a timely and clear fashion. 2.3 Communicate with project stakeholders on an ongoing basis. 2.4 Set and continually manage project expectations with team members and other stakeholders. 2.5 Plan and develop project timelines and milestones using appropriate tools. 2.6 Track project milestones and deliverables. 2.7 Define project success criteria and disseminate them to involved parties through project lifecycle. 2.8 Conduct project lessons learned to identify successful and unsuccessful project elements. 2.9 Develop, assess, and improve best practices and tools for project execution, management, and delivery. Acquisition & Deployment 2.10 Estimate the resources and participants needed to achieve projectgoals. 2.11 Review project budget proposals, and recommend subsequent project budget changes where necessary. 2.12 Review and provide input on all contracts with external vendors. 2.13 Where required, negotiate with other department management for acquisition of required personnel from within the company. 2.14 Determine and assess need for additional staff and/or consultants and make the appropriate recruitments if necessary during project cycle. Operational Management 16-143 EXHIBIT A SCOPE OF SERVICES 2.15 Primary point of escalation for questions and issues from the Project Team; address and/or escalate issues as they come up. 2.16 Delegate tasks and responsibilities to appropriate team members. 2.17 Oversee project development as needed. 2.18 Review project plans and associated communication documents. 2.19 Review project deliverables to ensure they adhere to City standards. 2.20 Proactively identify issues and conflicts within the project team, third party vendor partners, and the business as needed; consult with city management to formulate a plan to resolve. 2.21 Proactively communicate and manage changes in project scope, identify potential crises, and devise contingency plans; communicate possible changes in scope to Information Technology management and departments and divisions that are affected. 2.22 Ensure that project risks are identified, documented, communicated, and addressed in a timely manner. 2.23 Ensure that overall project budgets are monitored and that potential overages are identified early on so that the appropriate action can be taken. 2.24 Coach, mentor and motivate, team members and contractors, and influence them to take positive action and accountability for their assigned work. 2.25 Build, develop, and grow any business relationships vital to the success of the project. 16-144 EXHIBIT A SCOPE OF SERVICES 3. Scope of Services — Functional LMS Consulting Services The City may engage Consultant to perform any of the following services. The City's Project Manager shall retain sole discretion to determine which of the following services shall be performed, as well as associated deadlines and deliverables, as dictated by the LMS project: 16-145 FUNCTIONAL•NSULTANT SCOPE OF Requirements & Design Phase 3.1 Manage and monitor updates to Case Type and Sub -Type Tracking documentation (includes Plan Cases, Permit Types, Inspection Types, automations, geo-rules, etc.). 3.2 Educate the City's project team members / SMEs responsible for process and configuration documentation on software vendor documentation requirements and standards. 3.3 Attend and support facilitation of assessment and design workshop sessions. 3.4 Provide a centralized, collective review of process and configuration documentation required by software vendor to ensure consistency in documentation responses. 3.5 Upload process and configuration documents in vendor project tracking system, Configuration, Build & Validation Phase 3.6 Facilitate the LMS configuration and build validation testing / retesting training and walkthroughs. 3.7 Coordinate the LMS configuration and build validation testing / retesting effort with staff. 3.8 Record testing LMS configuration and build validation testing / retesting results in vendor UAT Training, and Go -Live Readiness Phase 3.9 Support test case / script creation with responsible CoNB team members /SMEs. 3.10 Support user acceptance participant training and walkthroughs. 3.11 Support data creation and setup for test cases and training scenarios. 3.12 Coordinate the user acceptance testing / retesting effort with staff. 3.13 Record user acceptance testing / retesting results in vendor testing tracking system. 3.14 Support development of Go -Live Readiness checklist. Go -Live & Warranty Phase 3.15 Support Go -Live cutover activities (off hours and weekend). 3.16 Provide onsite operations and functional user support during Go -Live week(s). 3.17 Develop and maintain post -go -live issues list. 16-145 EXHIBIT B SCHEDULE OF BILLING RATES Park Consulting Group, Inc Page B-1 16-146 EXHIBIT B SCHEDULE OF BILLING RATES If requested to perform any of the services listed in Exhibit A, services shall be compensated in accordance to the following Schedule of Billing Rates! Project Resource Rates Principal Consultant $1751 Hour Project Consultant $1251 Hour Total Not -to -Exceed: $200,000.00 16-147 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Park Consulting Group, Inc Page C-1 16-148 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Park Consulting Group, Inc Page C-2 16-149 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Park Consulting Group, Inc Page C-3 16-150 judgment may be necessary for its proper protection and prosecution of the Work. Park Consulting Group, Inc Page C-4 16-151